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HomeMy WebLinkAboutC13-369 Colorado Department of Human Services ' r • DEPARTMENT OF HUMAN SERVICES ROUTING NO. 14 IHA 62866 CONTRACT This contract is made and entered into by and between the named parties. In accordance with the purposes stated herein, it is hereby agreed as follows: STATE: CONTRACTOR State of Colorado for the use&benefit of the Eagle County Government Department of Human Services 501 Broadway Office of Early Childhood Eagle,CO 81631 1575 Sherman,1st Floor Denver,CO 80203 CONTRACT MADE DATE: CONTRACTOR'S ENTITY TYPE: 11/07/2013 Government CONTRACTOR'S STATE OF INCORPORATION: PO/SC ENCUMBRANCE NUMBER N/A PO IHA COMR1462866 BILLING STATEMENTS RECEIVED TERM: Monthly This contract shall be effective upon approval STATUTORY AUTHORITY by the State Controller,or designee,or on C.R.S. 26-1-111 12/01/2013,whichever is later. The contract CONTRACT PRICE NOT TO EXCEED shall end on 06/30/2014. $75,000 MAXIMUM AMOUNT AVAILABLE PER FISCAL YEAR PROCUREMENT METHOD: FY 14:$75,000 Exempt BID/RFP/LIST PRICE AGREEMENT NUMBER. Not Applicable LAW SPECIFIED VENDOR STATUTE PRICE STRUCTURE: Not Applicable Cost Reimbursement FUND SOURCE-NAME OF FEDERAL PROGRAM/GRANT AND FUNDS ID# OEC Colorado Community Response STATE REPRESENTATIVE CONTRACTOR REPRESENTATIVE: Teri Haymond Sarah Luben Division of Community& Family Support Contractor Name Per Above 1575 Sherman St., 1st Floor 501 Broadway Denver, CO 80203 Eagle, CO 81631 SCOPE OF WORK: In accordance with the provisions of this contract and its exhibits and attachments, the Contractor shall: provide comprehensive voluntary services for families screened out and/or closed after initial assessment by child protective services,increasing families' protective capacities in accordance and compliance with the Colorado Community Response program. See Exhibit A and B. For Contract Wizard Version 3.15 Page 1 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management EXHIBITS: The following exhibits are hereby incorporated: Exhibit A- Statement of Work Exhibit B- Budget with Narrative Exhibit C- HIPAA BAA Exhibit D- Sample Option Letter COORDINATION: The State warrants that required approval, clearance and coordination has been accomplished from and with appropriate agencies. APPROVAL: In no event shall this contract be deemed valid until it shall have been approved by the State Controller or his/her designee. PROCUREMENT: This contractor has been selected in accordance with the requirements of the Colorado Procurement Code. PRICE PROVISIONS: Payments pursuant to this contract shall be made as earned, in whole or in part, from available funds, encumbered for the purchase of the described services and/or deliverables. The liability of the State at any time for such payments shall be limited to the encumbered amount remaining of such funds. Authority exists in the laws and funds have been budgeted, appropriated and otherwise made available, and a sufficient unencumbered balance thereof remains available for payment. Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted and otherwise made available. The Contractor understands and agrees that the State shall not be liable for payment for work or services or for costs or expenses incurred by the Contractor prior to the proper execution and State Controller approval of this contract. For Contract Wizard Version 3.15 Page 2 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management GENERAL PROVISIONS The following clauses apply to this contract: documents in the following order of priority: I) the Special Provisions of this contract shall always be A. Governmental Immunity/Limitation of Liability: controlling over other provisions in the contract or Notwithstanding anything herein to the contrary, amendments; 2)the contract"cover"pages; 3) the no term or condition of this contract shall be exhibits to this contract 4) the General Provisions construed or interpreted as a waiver, express or of this contract. implied, of any of the immunities, rights, benefits, protection, or other provisions of the "Colorado E. Notice and Representatives:For the purposes of this Governmental Immunity Act",C.R.S. §24-10-101, contract, the representative for each party is as et seq.,as now or hereinafter amended.The parties designated herein. Any notice required or permitted understand and agree that the liability of the State may be delivered in person or sent by registered or for claims for injuries to persons or property certified mail,return receipt requested,to the party at arising out of negligence of the State of Colorado, the address provided, and if sent by mail it is its departments, institutions, agencies, boards, effective when posted in a U.S. Mail Depository officials and employees is controlled and limited with sufficient postage attached thereto. Notice of by the provisions of C.R.S. §24-10-101, et seq.;as change of address or change or representative shall now or hereafter amended and the risk be treated as any other notice. management statutes, C.R.S. §24-30-150 1, et seq., as now or hereafter amended. Any liability of the F. Contractor Representations: State created under any other provision of this 1. Licenses and Certifications: The Contractor contract, whether or not incorporated herein by certifies that, at the time of entering into this reference, shall be controlled by, limited to, and contract, it and its agents have currently in otherwise modified so as to conform with, the effect all necessary licenses, certifications, above cited laws. approvals, insurance,etc. required to properly provide the services and/or supplies covered 13. Federal Funds Contingency: Payment pursuant to by this contract in the state of Colorado.Proof this contract, if in federal funds, whether in whole of such licenses, certifications, approvals, or in part, is subject to and contingent upon the insurance, etc. shall be provided upon the continuing availability of federal funds for the State's request. Any revocation,withdrawal or purposes hereof. In the event that said funds, or nonrenewal of necessary license, certification, any part thereof, become unavailable, as approval, insurance, etc. required for the determined by the . State, the State may Contractor to properly perform this contract, immediately terminate this contract or amend it shall be grounds for termination of this accordingly. contract by the State. 2. Qualification: Contractor certifies that it is C. Billing Procedures: The State shall establish billing qualified to perform such services or provide procedures and requirements for payment due the such deliverables as delineated in this contract. Contractor in providing performance pursuant to this 3. Exclusion, Debarment and/or Suspension: contract. The Contractor shall comply with the Contractor represents and warrants that established billing procedures and requirements for Contractor, or its employees or authorized submission of billing statements. The State shall subcontractors,are not presently excluded from comply with CRS 24-30-202(24) when paying participation,debarred,suspended,proposed for vendors upon receipt of a correct notice of the debarment, declared ineligible, voluntarily amount due for goods or services provided excluded, or otherwise ineligible to participate hereunder. in a"federal health care program"as defined in 42 U.S.C. § 1320a-7b(f) or in any other D. Exhibits-Interpretation: Unless otherwise stated, all government payment program by any federal or referenced exhibits are incorporated herein and made State of Colorado department or agency. In the a part of this contract. And,unless otherwise stated, event Contractor, or one of its employees or in the event of conflicts or inconsistencies between authorized subcontractors, is excluded from this contract and its exhibits or attachments, such participation,or becomes otherwise ineligible to conflicts shall be resolved by reference to the participate in any such program during the For Contract Wizard Version 3.15 Page 3 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management . , Term,Contractor will notify the State in writing coverage required hereunder shall be issued by within three(3)days after such event. Upon the insurance companies satisfactory to Contractor and occurrence of such event, whether or not such the State. notice is given to Contractor,the State reserves 1. Contractor the right to immediately cease contracting with a. Public Entities: If Contractor is a "public Contractor. entity" within the meaning of the Colorado 4. Work Performed Outside the United States or Governmental Immunity Act, CRS §24-10- Colorado,pursuant to C.R.S. §24-102-206:The 101, et seq., as amended (the "GIA"), then Contractor certifies all work performed under Contractor shall maintain at all times during this Contract, including any subcontracts, is the term of this Contract such liability anticipated to be and will be performed within insurance, by commercial policy or self- the United States or Colorado,unless otherwise insurance, as is necessary to meet its specified in the Statement of Work. If work liabilities under the GIA. Contractor shall under this Contract is anticipated to be or will show proof of such insurance satisfactory to be performed outside the United States or the State, if requested by the State. Colorado, the countries and/or states where Contractor shall require each contract with a work will be performed, and the reasons it is Subcontractor that is a public entity, to necessary or advantageous to go outside the include the insurance requirements United States or Colorado to perform the work necessary to meet such Subcontractor's are also specified in the Statement of Work. liabilities under the GIA. b. Non-Public Entities: If Contractor is not a G. Legal Authority: The Contractor warrants that it "public entity" within the meaning of the possesses the legal authority to enter into this GIA, Contractor shall obtain and maintain contract and that it has taken all actions required during the term of this Contract insurance by its procedures, by-laws, and/or applicable law coverage and policies meeting the same to exercise that authority,and to lawfully authorize requirements set forth in provision I.2 its undersigned signatory to execute this contract below with respect to Subcontractors that and bind the Contractor to its terms. The person(s) are not"public entities". executing this contract on behalf of the Contractor 2. Contractors—Subcontractors warrant(s) that such person(s) have full Contractor shall require each contract with authorization to execute this contract. Subcontractors other than those that are public entities, providing Goods or Services in H. Indemnification: Contractor shall indemnify, connection with this Contract, to include save, and hold harmless the State, its employees insurance requirements substantially similar to and agents, against any and all claims, damages, the following: liability and court awards including costs, a.Worker's Compensation: Worker's expenses, and attorney fees and related costs, Compensation Insurance as required by incurred as a result of any act or omission by State statute, and Employer's Liability Contractor, or its employees, agents, Insurance covering all of Contractor or subcontractors, or assignees pursuant to the terms Subcontractor employees acting within the of this contract. course and scope of their employment. b.General Liability: Commercial General [Applicable Only to Intergovernmental Liability Insurance written on ISO Contracts] No term or condition of this contract occurrence form CG 00 01 10193 or shall be construed or interpreted as a waiver, equivalent, covering premises operations, express or implied, of any of the immunities, fire damage, independent contractors, rights, benefits, protection, or other provisions, of products and completed operations, blanket the Colorado Governmental Immunity Act, CRS contractual liability, personal injury, and §24-10-101 et seq., or the Federal Tort Claims advertising liability with minimum limits as Act,28 U.S.C. 2671 et seq., as applicable, as now follows: or hereafter amended. (a)$1,000,000 each occurrence; (b)$1,000,000 general aggregate; I. Insurance: Contractor and its Subcontractors shall (c) $1,000,000 products and completed obtain and maintain insurance as specified in this operations aggregate;and section at all times during the term of this (d)$50,000 any one fire. Contract. All policies evidencing the insurance For Contract Wizard Version 3.15 Page 4 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management If any aggregate limit is reduced below subrogation or otherwise,against Contractor $1,000,000 because of claims made or paid, or the State, its agencies, institutions, Subcontractor shall immediately obtain organizations, officers, agents, employees, additional insurance to restore the full and volunteers. aggregate limit and furnish to Contractor a 3.Certificates: Contractor and all Subcontractors certificate or other document satisfactory to shall provide certificates showing insurance Contractor showing compliance with this coverage required hereunder to the State within provision. seven business days of the Effective Date of this c.Automobile Liability: Automobile Liability Contract. No later than 15 days prior to the Insurance covering any auto (including expiration date of any such coverage,Contractor owned, hired and non-owned autos) with a and each Subcontractor shall deliver to the State minimum limit of$1,000,000 each accident or Contractor certificates of insurance combined single limit. evidencing renewals thereof. In addition, upon d. Professional Liability: Professional liability request by the State at any other time during the insurance with minimum limits of liability term of this Contract or any subcontract, of not less than $1,000,000, unless waived Contractor and each Subcontractor shall, within by the State. 10 days of such request, supply to the State e.Privacy Insurance evidence satisfactory to the State of compliance If this Contract includes a HIPAA Business with the provisions of this provision I. Associates Addendum exhibit, Contractor shall obtain and maintain during the term of J. Disaster Planning and Pandemic Outbreaks: The this Contract liability insurance covering all State may require the Contractor to submit a loss of Protected Health Information data Disaster Response Plan (Plan) to ensure the and claims based upon alleged violations of delivery hereunder of essential government privacy rights through improper use or services during a disaster, declared emergency, disclosure of Protected Health Information and/or pandemic outbreak. The Plan would take with a minimum annual limit of$1,000,000. precedence over and nullify any contractual f. Additional Insured: The State shall be provision relating to force majeure or "Acts of named as additional insured on all God."Accordingly,should the work performed by Commercial General Liability and the Contractor under this contract include the Automobile Liability Insurance policies provision of any essential government services,the (leases and construction contracts require State may request a Plan from the Contractor,and, additional insured coverage for completed upon such request, the Contractor shall forthwith operations on endorsements CG 2010 submit a Plan,and the Contractor shall be bound to 11/85, CG 2037, or equivalent) required of perform hereunder in accordance therewith. Contractor and any Subcontractors hereunder. K. Rights in Data, Documents and Computer g.Primacy of Coverage: Coverage required of Software or Other Intellectual Property: Contractor and Subcontractor shall be All intellectual property including without primary over any insurance or self- limitation, databases, software, documents, insurance program carried by Contractor or research, programs and codes, as well as all, the State. reports, studies, data, photographs, negatives or h. Cancellation: The above insurance policies other documents, drawings or materials prepared shall include provisions preventing by the contractor in the performance of its cancellation or non-renewal without at least obligations under this contract shall be the 30 days prior notice to Contractor and exclusive property of the State. Unless otherwise Contractor shall forward such notice to the stated, all such materials shall be delivered to the State in accordance with provision E. State by the contractor upon completion, Notice and Representatives within seven termination, or cancellation of this contract. days of Contractor's receipt of such notice. Contractor shall not use, willingly allow or cause i. Subrogation Waiver: All insurance policies to have such materials used for any purpose other in any way related to this Contract and than the performance of the contractor's secured and maintained by Contractor or its obligations under this contract without a prior Subcontractors as required herein shall written consent of the State. All documentation, include clauses stating that each carrier accompanying the intellectual property or shall waive all rights of recovery, under otherwise, shall comply with the State For Contract Wizard Version 3.15 Page 5 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management requirements which include but is not limited to all documentation being in a paper, human readable The Contractor authorizes the State, the federal format which is useable by one who is reasonably government or their designee, to perform audits proficient in the given subject area. and/or inspections of its records,at any reasonable time,to assure compliance with the state or federal L. Proprietary Information: Proprietary information for government's terms and/or to evaluate the the purpose of this contract is information relating to Contractor's performance. Any amounts the State a party's research, development, trade secrets, paid improperly shall be immediately returned to business affairs,internal operations and management the State or may be recovered in accordance with procedures and those of its customers, clients or other remedies. affiliates, but does not include information lawfully obtained by third parties, which is in the public All such records,documents,communications,and domain,or which is developed independently. other materials shall be the property of the State unless otherwise specified herein and shall be Neither party shall use or disclose directly or maintained by the Contractor,for a period of three indirectly without prior written authorization any (3) years from the date of final payment or proprietary information concerning the other party submission of the final federal expenditure report obtained as a result of this contract.Any proprietary under this contract, unless the State requests that information removed from the State's site by the the records be retained for a longer period, or until Y g , P Contractor in the course of providing services under an audit has been completed with the following this contract will be accorded at least the same qualification. If an audit by or on behalf of the precautions as are employed by the Contractor for federal and/or state government has begun but is similar information in the course of its own business. not completed at the end of the three (3) year period,or if audit findings have not been resolved M. Records Maintenance, Performance Monitoring & after a three (3) year period, the materials shall be Audits: The Contractor shall maintain a complete retained until the resolution of the audit findings. file of all records, documents, communications, and other materials that pertain to the operation of The Contractor shall permit the State, any other the program/project or the delivery of services governmental agency authorized by law, or an under this contract. Such files shall be sufficient to authorized designee thereof, in its sole discretion, properly reflect all direct and indirect costs of to monitor all activities conducted by the labor,materials, equipment, supplies and services, Contractor pursuant to the terms of this contract. and other costs of whatever nature for which a Monitoring may consist of internal evaluation contract payment was made. These records shall procedures,reexamination of program data,special be maintained according to generally accepted analyses, on-site verification, formal audit accounting principles and shall be easily separable examinations, or any other procedures as deemed from other Contractor records. reasonable and relevant. All such monitoring shall be performed in a manner that will not unduly The Contractor shall protect the confidentiality of interfere with contract work. all records and other materials containing personally identifying information that are N. Taxes: The State, as purchaser,is exempt from all maintained in accordance with this contract. federal excise taxes under Chapter 32 of the Except as provided by law, no information in Internal Revenue Code [No. 84-730123K] and possession of the Contractor about any individual from all state and local government use taxes constituent shall be disclosed in a form including [C.R.S. §39-26-114(a)and 203,as amended].The identifying information without the prior written contractor is hereby notified that when materials consent of the person in interest, a minor's parent, are purchased for the benefit of the State, such guardian, or the State. The Contractor shall have exemptions apply except that in certain political written policies governing access to, duplication subdivisions the vendor may be required to pay and dissemination of, all such information and sales or use taxes even though the ultimate product advise its agents, if any, that they are subject to or service is provided to the State. These sales or these confidentiality requirements. The Contractor use taxes will not be reimbursed by the State. shall provide its agents, if any, with a copy or written explanation of these confidentiality O. Conflict of Interest: During the term of this requirements before access to confidential data is contract, the Contractor shall not engage in any permitted. business or personal activities or practices or For Contract Wizard Version 3.15 Page 6 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management maintain any relationships which conflict in any • Age Discrimination in Employment Act of way with the Contractor fully performing his/her 1967,29 U.S.C.621 et seq.; obligations under this contract. • Americans with Disabilities Act of 1990 (ADA),42 U.S.C. 12101 et seq.; Additionally, the Contractor acknowledges that, in • The Drug Free Workplace Act of 1988, 41 governmental contracting, even the appearance of U.S.C.701 et seq.;conflict of interest is harmful to the interests of ' • Equal Pay Act of 1963,29 U.S.C.206; the State. Thus, the Contractor agrees to refrain • Health Insurance Portability and from any practices, activities or relationships Accountability Act of 1996, 42 U.S.C. which could reasonably be considered to be in § 1320d et seq. and implementing regulations, conflict with the Contractor's fully performing 45 C.F.R.Parts 160 and 164; his/her obligations to the State under the terms of • Immigration Reform and Control Act of 1986,8 this contract, without the prior written approval of U.S.C. 1324b; the State. • Pro-Children Act of 1994, 20 U.S.C. 6081 et In the event that the Contractor is uncertain seq.; whether the appearance of a conflict of interest • Section 504 of the Rehabilitation Act of 1973, may reasonably exist, the Contractor shall submit 29 U.S.C. 794, as amended, and implementing to the State a full disclosure statement setting forth regulation 45 C.F.R.Part 84; the relevant details for the State's consideration • Titles VI&VII of the Civil Rights Act of 1964, and direction. Failure to promptly submit a 42 U.S.C.2000(d)&(e); disclosure statement or to follow the State's • The Personal Responsibility and Work direction in regard to the apparent conflict shall be Opportunity Reconciliation Act of 1996, 42 grounds for termination of the contract. USC 604a, PL 104-193. See also State Executive Order D 015 00; Further, the Contractor shall maintain a written • Title IX of the Education Amendments of 1972, code of standards governing the performance of its 20 U.S.C. 1681 et seq.; agent(s) engaged in the award and administration • The Uniform Administrative Requirements for of contracts. Neither the Contractor nor its Grants and Cooperative Agreements to State agent(s) shall participate in the selection,or in the and Local Governments (Common Rule), at 45 award or administration of a contract or CFR,Part 92; subcontract supported by Federal funds if a • The Uniform Administrative Requirements for conflict of interest, real or apparent, would be Awards and Subawards to Institutions of Higher involved. Such a conflict would arise when: Education, Hospitals, Other Non-Profit 1. The employee,officer or agent; Organizations, and Commercial Organizations 2. Any member of the employee's immediate (Common Rule),at 2 CFR 215; family; • Office of Management and Budget Circulars A- 3. The employee's partner;or 87, A-21 or A-122, and A-102 or A-110, 4. An organization which employees, or is about whichever is applicable. to employ,any of the above, • The Hatch Act (5 USC 1501-1508) and Civil has a financial or other interest in the firm selected Service Reform Act, Public Law 95-454 for award. Neither the Contractor nor its agent(s) Section 4728. will solicit nor accept gratuities, favors, or • Departments of Labor, Health and Human anything of monetary value from Contractor's Services, and Education and Related Agencies potential contractors,or parties to subagreements. Appropriations Act, 1990,PL 101-166, Section 511. P. Conformance with Law: The Contractor and its • 45 CFR Subtitle A, Department of Health and agent(s) shall at all times during the term of this Human Services regulations. contract strictly adhere to all applicable federal • The Single Audit Act Amendments of 1996,31 laws, state laws, Executive Orders and USC 7501,Public Law 104-156,OMB Circular implementing regulations as they currently exist A-133,and 45 CRF 74.26. and may hereafter be amended.Without limitation, • The Federal Funding Accountability and these federal laws and regulations include: Transparency Act of 2006 (Public Law 109- • Age Discrimination Act of 1975, 42 U.S.C. 282), as amended by §6062 of Public Law Section 6101 et seq. and its implementing 110-252, including without limitation all data regulation,45 C.F.R.Part 91; For Contract Wizard Version 3.15 Page 7 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management reporting requirements required thereunder. limitation quality, cost and timeliness. This Act is also referred to as FFATA. Collection of information relevant to the • The American Recovery and Reinvestment performance of Contractor's obligations under Act of 2009 (Public Law 111-5), including this Contract shall be determined by the without limitation all data reporting specific requirements of such obligations and requirements required thereunder. This Act is shall include factors tailored to match the also referred to as ARRA. requirements of Contractor's obligations hereunder. Such performance information Q. Restrictions on Public Benefits: Pursuant to House shall be entered into the statewide Contract Bill 06S-1023,as codified at C.R.S.§24-76.5-101 et Management System at intervals during the seq., except as otherwise provided therein or where term hereof determined appropriate by the exempt by federal law,the State is required to verify State, and a final Evaluation, Review and the lawful presence in the United States of each Rating shall be rendered by the State within natural person 18 years of age or older who applies 30 days of the end of the Contract term. for state or local public benefits or for federal public Contractor shall be notified following each benefits for the applicant. Accordingly, should the performance Evaluation and Review,and shall work performed by the Contractor under this address or correct any identified problem in a contract include the provision of any of said benefits timely manner and maintain work progress. to any natural person 18 years of age or older who 4. Gross Failure to Meet Performance Measures. applies therefore for the applicant, the Contractor Should the final performance Evaluation and shall follow the requirements of said law in the Review determine that Contractor provision of said benefits as if it were the State. The demonstrated a gross failure to meet the State will provide the Contractor with specific performance measures established hereunder, instruction on the identification documentation the Executive Director of the Colorado required and the process to be followed by the Department of Personnel and Administration Contractor to properly comply with the law if the (Executive Director), upon request by the work done under this contract is subject to these Department of Human Services, for good requirements. cause shown, may debar Contractor and prohibit Contractor from bidding on future R. Statewide Contract Management System: contracts. Contractor may contest the final 1. When Applicable. If the maximum amount Evaluation and Review and Rating by: (a) payable to Contractor under this Contract is filing rebuttal statement(s), which may result $100,000 or greater, either on the Effective in either removal or correction of the Date or at anytime thereafter, this provision evaluation (CRS §24-105-102(6)), or (b) applies. under CRS §24-105-102(6), exercising the 2. Governing State Statutes. Contractor agrees debarment protest and appeal rights provided to be governed,and to abide,by the provisions in CRS §§24-109-106, 107,201 or 202,which of CRS §24-102-205, §24-102-206, §24-103- may result in the reversal of the debarment 601, §24-103.5-101 and §24-105-102 and reinstatement of Contractor by the concerning the monitoring of vendor Executive Director upon showing of good performance on state contracts and inclusion cause. of contract performance information in a 5. CORA Disclosure: To the extent not statewide contract management system. prohibited by federal law, this Contract and 3. Performance Evaluation and Review. the performance measures and standards Contractor's performance shall be subject to under CRS §24-103.5-101 are subject to Evaluation and Review in accordance with the public release through the Colorado Open terms and conditions of this Contract, State Records Act,CRS§24-72-101,et seq. law (including without limitation CRS §24- 103.5-101), and State Fiscal Rules, Policies S. Performance Ratings and Guidelines: and Guidance. Evaluation and Review of The Contractor will be given a Final Contractor Contractor's performance shall be part of the Performance Evaluation at the end of the contract normal contract administration process and term in accordance with C.R.S. §24-102-205(6) Contractor's performance will be and General Provision R. above. The list of systematically recorded in the statewide available Performance Ratings, along with Contract Management System. Areas of guidelines for what final rating will be given, are Evaluation and Review shall include without as follows: For Contract Wizard Version 3.15 Page 8 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management 1. Above Standard: This rating may be given state-operated facility, or who provides state- where Contractor consistently performs in a funded services that involve direct contact with manner that exceeds the requirements of this vulnerable persons in the vulnerable person's home Contract, and where such performance is or residence,shall: measurable against objective factors 1. submit to a criminal background check,and specifically identified for use in achieving the 2. report any arrests, charges, or summonses for purposes of this provision. If applicable to any disqualifying offense as specified by work performed under this Contract, the C.R.S.§27-90-111 to the State. objective factors and performance required to Any Contractor or its agent(s), who does not merit an "Above Standard" rating are comply with C.R.S. §27-90-111 and DHS Policy specified in a so dedicated Exhibit to this VI-2.4, may, at the sole discretion of the State,be Contract, which may be included herein from suspended or terminated. the start of the contract or subsequently be added by formal contract amendment at any V. Litigation: The Contractor shall within five (5) time before the end of the contract term. If calendar days after being served with a summons, there is no such dedicated Exhibit included or complaint, or other pleading which has been filed subsequently added herein, this rating is in any federal or state court or administrative unavailable. agency notify the State that it is a party defendant 2. Standard: This rating will be given where: 1.) in a case which involves services provided under Contractor's performance hereunder meets the this contract. The Contractor shall deliver copies requirements of this Contract in areas of of such document(s) to -the State's Executive quality, cost, and timeliness; 2.) Contractor's Director. The term "litigation" includes an work is accepted by the State; and 3.) full assignment for the benefit of creditors, and filings payment hereunder is made to Contractor for in bankruptcy,reorganization and/or foreclosure. such performance. 3. Below Standard: This rating may be given W. Disputes: Except as herein specifically provided where Contractor materially fails to perform otherwise, disputes concerning the performance of the requirements of this Contract and such this contract which cannot be resolved by the failure results in the State's invocation of designated contract representatives shall be contract remedies and/or contract termination referred in writing to a senior departmental in accordance with General Provision X. management staff designated by the department below• and a senior manager designated by the Contractor. Failing resolution at that level, T. Discrimination: The Contractor during the disputes shall be presented in writing to the performance of this contract shall: Executive Director and the Contractor's chief 1. not discriminate against any person on the basis executive officer for resolution. This process is of race,color,national origin,age,sex,religion not intended to supersede any other process for the and handicap, including Acquired Immune resolution of controversies provided by law. Deficiency Syndrome (AIDS) or AIDS related conditions. X. Remedies: Acceptance is dependent upon 2. not exclude from participation in, or deny completion of all applicable inspection procedures. benefits to any qualified individual with a The State reserves the right to inspect the goods disability,by reason of such disability. and/or services provided under this contract at all Any person who thinks he/she has been reasonable times and places. The Executive discriminated against as related to the performance Director of the State or her/his designee may of this contract has the right to assert a claim, exercise the following remedial actions should s/he Colorado Civil Rights Division, C.R.S. §24-34- find the Contractor substantially failed to satisfy 302,et seq. the scope of work found in this contract. Substantial failure to satisfy the scope of work U. Criminal Background Check: Pursuant to C.R.S. shall be defined to mean substantially insufficient, §27-90-111 and Department of Human Services incorrect or improper activities or inaction by the Policy VI-2.4, any independent contractor, and its Contractor. Without limitation, the State has the agent(s), who is designated by the Executive right to: Director or the Executive Director's designee to be 1. withhold payment until performance is cured, a contracting employee under C.R.S. §27-90-111, who has direct contact with vulnerable persons in a For Contract Wizard Version 3.15 Page 9 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management R , 2. require the vendor to take necessary action to 3. Immediate Termination: This contract is ensure that the future performance conforms subject to immediate termination by the State to contract requirements, in the event that the State determines that the 3. request removal of a Contractor's agent from health, safety, or welfare of persons receiving contract work, services may be in jeopardy. Additionally,the 4. equitably reduce the payment due the vendor State may immediately terminate this contract to reflect the reduced value of the services upon verifying that the Contractor has performed, engaged in or is about to participate in 5. recover payment for work that due to the fraudulent or other illegal acts. Contractor cannot be performed or would be 4. Termination for Financial Exigency: The State of no value to the State, shall have the right to terminate this contract 6. modify or recover payments (from payments for fmancial exigency by giving the under this contract or other contracts between Contractor at least thirty (30) days prior the State and the vendor as a debt due to the written notice. For the purposes of this State) to correct an error due to omission, provision, a financial exigency shall be a error,fraud and/or defalcation, determination made by the Colorado 7. terminate the contract. legislature or its Joint Budget Committee that the financial circumstances of the State are These remedies in no way limit the remedies such that it is in the best interest of the State to available to the State in the termination provisions of terminate this contract. If notice of such this contract,or remedies otherwise available at law. termination is so given, this contract shall terminate on the expiration of the time period Y. Termination: specified in the notice, and the liability of the 1. Termination for Default: The State may parties hereunder for further performance of terminate the contract for cause. If the State the terms of this contract shall thereupon terminates the contract for cause, it will first cease, but the parties shall not be released give ten (10) days prior written notice to the from the duty to perform their obligations up Contractor, stating the reasons for to the date of termination. cancellation, procedures to correct problems, if any, and the date the contract will be In the event that the State terminates this terminated in the event problems have not contract under the Termination for been corrected. In the event this contract is Convenience or Termination for Financial terminated for cause, the State will only Exigency provisions,the Contractor is entitled reimburse the Contractor for accepted work or to submit a termination claim within ten (10) deliverables received up to the date of days of the effective date of termination. The termination. In the event this contract is termination claim shall address and the State terminated for cause, fmal payment to the shall consider paying the following costs: Contractor may be withheld at the discretion a. the contract price for performance of of the State until completion of final audit. work, which is accepted by the State, up Notwithstanding the above, the Contractor to the effective date of the termination. may be liable to the State for the State's b. reasonable and necessary costs incurred damages. If it is determined that the in preparing to perform the terminated Contractor was not in default then such portion of the contract termination shall be treated as a termination c. reasonable profit on the completed but for convenience as described herein. undelivered work up to the date of 2. Termination for Convenience: The State shall termination have the right to terminate this contract by d. the costs of settling claims arising out of giving the Contractor at least twenty(20)days the termination of subcontracts or orders, prior written notice. If notice is so given, this not to exceed 30 days pay for each contract shall terminate on the expiration of subcontractor the specified time period, and the liability of e. reasonable accounting, legal,clerical,and the parties hereunder for further performance other costs arising out of the termination of the terms of this contract shall thereupon settlement. cease, but the parties shall not be released from the duty to perform their obligations up In no event shall reimbursement under this to the date of termination. clause exceed the contract amount reduced by For Contract Wizard Version 3.15 Page 10 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management amounts previously paid by the State to the necessary to give effect to the intent and Contractor. understanding of the parties. 6. Subcontracting: Except as herein specifically Z. Venue: The parties agree that venue for any action provided otherwise, the duties and obligations related to performance of this contract shall be in the of the Contractor arising hereunder cannot be City and County of Denver,Colorado. assigned, delegated, subgranted or subcontracted except with the express prior AA.Understanding of the Parties: written consent of the State. The subgrants 1. Complete Understanding: This contract is and subcontracts permitted by the State shall intended as the complete integration of all be subject to the requirements of this contract. understandings between the parties. No prior The Contractor is responsible for all or contemporaneous addition, deletion, or subcontracting arrangements, delivery of other amendment hereto shall have any force services, and performance of any subgrantor or effect whatsoever, unless embodied herein or subcontractor.The Contractor warrants and in writing. No subsequent novation, renewal, agrees that any subgrant or subcontract, addition, deletion, or other amendment hereto resulting from its performance under the terms shall have any force or effect unless embodied and conditions of this contract,shall include a in a written contract executed and approved provision that the said subgrantor or pursuant to the State Fiscal Rules. Descriptive subcontractor shall abide by the terms and headings as used herein are for convenience conditions hereof. Also, the Contractor and shall not control or affect the meaning or warrants and agrees that all subgrants or construction of any provision of this contract. subcontracts shall include a provision that the 2. Severability: To the extent that this contract subgrantor or subcontractor shall indemnify may be executed and performance of the and hold harmless the State. The subgrantors obligations of the parties may be or subcontractors must be certified to work on accomplished within the intent of the contract, any equipment for which their services are the terms of this contract are severable, and obtained. should any term or provision hereof be declared invalid or become inoperative for any BB.Holdover: In the event that the State desires to reason, such invalidity or failure shall not continue the services provided for in this Contract affect the validity of any other term or and a replacement contract has not been fully provision hereof. executed by the expiration date of the Contract, 3. Benefit and Right of Action: Except as herein this Contract may be extended unilaterally by the specifically provided otherwise,it is expressly State for a period of up to two (2) months upon understood and agreed that this contract shall . written notice to the Contractor under the same inure to the benefit of and be binding upon the terms and conditions of the original Contract parties hereto and their respective successors including, but not limited to, prices, rates, and and assigns. All rights of action relating to service delivery requirements. However, this enforcement of the terms and conditions shall extension terminates when the replacement be strictly reserved to the State and the named contract becomes effective when signed by the Contractor. Nothing contained in this State Controller or an authorized delegate. agreement shall give or allow any claim or right of action whatsoever by any other third CC.Health Insurance Portability&Accountability Act person. It is the express intention of the State of 1996 ("HIPAA"). Federal law and regulations and the Contractor that any such person or governing the privacy of certain health information entity, other than the State or the Contractor, requires a "Business Associate Contract"between receiving services or benefits under this the State and the Contractor. 45 C.F.R. Section agreement shall be deemed an incidental I64.504(e). If applicable to this Contract,attached beneficiary only. and incorporated herein by reference and agreed to 4. Waiver: The waiver of any breach of a term by the parties is a HIPAA Business Associate hereof shall not be construed as a waiver of Addendum for HIPAA compliance. Terms of the any other term, or the same term upon Addendum shall be considered binding upon subsequent breach. execution of this contract and shall remain in 5. Survival: The State and the Contractor's effect during the term of the contract including any obligations under this contract shall survive extensions. following termination or expiration to the extent For Contract Wizard Version 3.15 Page 11 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management DD.Colorado Department of Human Services (CDHS) Fraud Policy. The CDHS Fraud Policy addresses the need for effective and consistent measures for preventing, detecting, and deterring fraud. The relevant parties discussed in the policy include CDHS employees, CDHS management, CDHS appointees, and community partners, including contractors, grantees, vendors, and other sub- recipients. CDHS employees, clients, and community partners will all benefit from an effective fraud prevention, detection, and deterrence policy because fraud can damage the reputation and public trust of CDHS. All appointees and employees of the CDHS must comply with the standards of conduct set forth in Title 24, Article 18 of the Colorado Revised Statutes, known as the Code of Ethics, including exposing corruption or impropriety in government, whenever discovered. The CDHS Fraud Policy outlines how the CDHS employees and community partners should report fraud and how fraud will be investigated once it is reported. The full text of the CDIIS Fraud Policy, which Contractor hereby agrees to be subject to and abide . by, can be found on the CDHS Fraud Policy and Training web page at: http://www.colorado.gov/cs/S ate Ili to/CDHS- Emo/CBON/1 251610724004. EE.C-Stat-Performance Based Program Analysis and Management Strategy(C-Stat Strategy): For the sole purpose of providing support to the State's internal C-Stat Strategy,the parties understand and agree that upon request from the State,and without any additional cost to the State,the Contractor shall collect,maintain,and provide to the State certain contract performance data determined by the State during the term hereof to assist the State to measure and assess the programmatic effectiveness of the Contractor's performance hereunder,all in support of the State's internal continuous quality improvement working towards positive outcomes and managing its performance for the betterment of all Colorado residents. The parties understand and agree that the exercise of the requirements of this provision shall not be used by the State to effect unilateral changes to the performance requirements of the Contractor hereunder. For Contract Wizard Version 3,15 Page 12 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management These Special Provisions apply to all contracts except where noted in italics. 1. CONTROLLER'S APPROVAL.CRS§24-30-202(1).This contract shall not be valid until it has been approved by the Colorado State Controller or designee. 2. FUND AVAILABILITY.CRS§24-30-202(5.5).Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available. 3. GOVERNMENTAL IMMMUNITY.No term or condition of this contract shall be construed or interpreted as a waiver,express or implied,of any of the immunities,rights,benefits,protections,or other provisions,of the Colorado Governmental Immunity Act,CRS §24-10-101 et seq.,or the Federal Tort Claims Act,28 U.S.C. §§1346(b)and 2671 et seq.,as applicable now or hereafter amended. 4. INDEPENDENT CONTRACTOR.Contractor shall perform its duties hereunder as an independent contractor and not as an employee.Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State.Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.Unemployment insurance benefits will be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party.Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract.Contractor shall not have authorization,express or implied,to bind the State to any agreement,liability or understanding,except as expressly set forth herein.Contractor shall (a)provide and keep in force workers'compensation and unemployment compensation insurance in the amounts required by law,(b)provide proof thereof when requested by the State,and(c)be solely responsible for its acts and those of its employees and agents. 5. COMPLIANCE WITH LAW.Contractor shall strictly comply with all applicable federal and State laws, rules,and regulations in effect or hereafter established,including,without limitation,laws applicable to discrimination and unfair employment practices. 6. CHOICE OF LAW.Colorado law,and rules and regulations issued pursuant thereto,shall be applied in the interpretation,execution,and enforcement of this contract.Any provision included or incorporated herein by reference which conflicts with said laws,rules,and regulations shall be null and void.Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law,whether by way of complaint,defense,or otherwise.Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this contract,to the extent capable of execution. 7. BINDING ARBITRATION PROHIBITED.The State of Colorado does not agree to binding arbitration by any extra judicial body or person.Any provision to the contrary in this contact or incorporated herein by reference shall be null and void. 8. SOFTWARE PIRACY PROHIBITION.Governor's Executive Order D 002 00. State or other public funds payable under this contract shall not be used for the acquisition,operation,or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.Contractor hereby certifies and warrants that,during the term of this contract and any extensions,Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds.If the State determines that Contractor is in violation of this provision,the State may exercise any remedy available at law or in equity or under this contract,including,without limitation,immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. 9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST.CRS§§24-18-201 and 24-50- 507.The signatories aver that to their knowledge,no employee of the State has any personal or beneficial For Contract Wizard Version 3.15 Page 13 of 15 Revised 04/10;'`12 Colorado Department of Human Services Division of Contract Management interest whatsoever in the service or property described in this contract.Contractor has no interest and shall not acquire any interest,direct or indirect,that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. 10. VENDOR OFFSET.CRS§§24-30-202(1)and 24-30-202.4. [Not Applicable to intergovernmental agreements] Subject to CRS §24-30-202.4(3.5),the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a)unpaid child support debts or child support arrearages;(b)unpaid balances of tax,accrued interest,or other charges specified in CRS§39-21-101,et seq.;(c)unpaid loans due to the Student Loan Division of the Department of Higher Education;(d)amounts required to be paid to the Unemployment Compensation Fund;and(e)other unpaid debts owing to the State as a result of final agency determination or judicial action. 11. PUBLIC CONTRACTS FOR SERVICES. CRS§8-17.5-101. [Not Applicable to agreements relating to the offer,issuance,or sale of securities,investment advisory services or fund management services, sponsored projects,intergovernmental agreements,or information technology services or products and services]Contractor certifies,warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8- 17.5-102(5)(c),Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or 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 this contract.Contractor(a)shall not use E-Verify Program or Department program procedures to undertake pre- employment screening of job applicants while this contract is being performed,(b)shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice,and(d)shall comply with reasonable requests made in the course of an investigation,undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and Employment. If Contractor participates in the Department program,Contractor shall deliver to the contracting State agency,Institution of Higher Education or political subdivision a written,notarized affirmation, affirming that Contractor has examined the legal work status of such employee,and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and,if so terminated,Contractor shall be liable for damages. 12. PUBLIC CONTRACTS WITH NATURAL PERSONS.CRS§24-76.5-101.Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she (a)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(b)shall comply with the provisions of CRS §24-76.5-101 et seq.,and(c)has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract. Revised 1-1-09 For Contract Wizard Version 3.15 Page 14 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management t � 4 f Contract Routing Number 14 IHA 62866 THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT *Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and acknowledge that the State is relying on their representations to that effect. CONTRACTOR STATE OF COLORADO Eagle County Government John W.HIckenlooper,Governor By: Colorado Department of Human Services Title: Reggie Bicha, Executive Director //' _IA I_I a I I . *Signature By: Nikki Hatch, Deputy Executive Director of Operations, Colorado Department of Human Services Date: 1 Date: /- g• /-7 2nd Contractor Signature if Needed LEGAL REVIEW By: John W. Suthers,Attorney General Title: By_ *Signature Signature-Assistant Attorney General Date: Date: ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts.This Contract is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER Robert Jaros,CPA,MBA,JD By: Date: / /5/0//4 Vain Gimple For Contract Wizard Version 3.15 Page 15 of 15 Revised 04/10/12 Colorado Department of Human Services Division of Contract Management EXHIBIT A STATEMENT OF WORK To Original Contract Routing Number 14 IHA 62866 Eagle County Government These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above. Project Description(Description of Colorado Community Response program): Eagle County Government, in partnership with Eagle County School District, shall provide comprehensive voluntary services for families reported to child protective services but screened out and/or closed after initial assessment;shall increase enrolled families'protective capacities by promoting individual,family,and community strengths; and shall address the link between poverty and child maltreatment by connecting enrolled families to vital economic and other support services. By partnering with families in the early stages of child maltreatment risk, a broader and richer child abuse prevention service continuum will be established for Colorado. Wayfinder shall provide intensive coordination of community based supports (case management, financial decision making, social capital opportunities,and flex funding)based on family identified goals primarily provided in families' own homes,or other locations convenient for the individual family. II. Definitions(Explanation of acronyms): CCR=Colorado Community Response These are examples to be finalized by Contractor: HHS=Health and Human Services- CFAS=Children,Family&Adult Services SFPF=Strengthening Families Protective Factors FDW=Family Development Worker SOW=Statement of Work III. Performance(Work Plan and Requirements): 1. The Contractor's performance shall comply with Exhibits A,B, C, and D of the contract. Exhibit A is this Statement of Work(S01,9,Exhibit B is the Contractor's Budget and Budget Narrative,Exhibit C HIPAA Business Associate Addendum,and Exhibit D is the Option Letter. 2. The Contractor shall act in a fiduciary capacity as the fiscal agent,whose duties include but are not limited to the following; a. Ensure the completion of duties, by itself or through subcontracts, as described in the SOW. The Contractor shall ensure that any service provided by any service provider (subcontractors) in the targeted area complies with the SOW. b. Gather data and provide bi-annual reports to the State regarding the attainment of the SOW goals and objectives, account for funds going to each served population and final financial and narrative reports detailing the amounts of funds obligated and liquidated. These reports and database information must be submitted by June 30,2014,for the first six months of operations. c. Provide qualified staff to coordinate and oversee the appropriate and lawful obligation and expenditure of CCR funds, receiving and distributing funds, keeping records, and auditing procedures of sub-contractors.Set up a separate account for the State CCR funds. d. As fiscal agent, disburse funds hereunder in compliance with State requirements to agencies/individuals providing CCR services. e. Notify the State in writing of any anticipated or actual deviations from the agreed upon timeline, or deviations within the SOW.Such deviations shall require the prior written approval of the State through the amendment format as provided by the State. f Respond to and gather appropriate data for the State evaluation of CCR as determined by the external evaluator. g. Maintain confidentiality of records. Page 1 of 4 Exhibit A-Statement of Work CCR—November 2013 EXHIBIT A h. Agree that any and all work products, which are the result of this contract(in whole or part),will be the property of the State.Any product of this contract which is distributed to the public or made available to the public must prominently acknowledge the use of CCR funds through the Colorado Department of Human Services;Division of Community and Family Support i. Ensure participation with the State staff as requested, to allow for open discussions of progress, problems encountered and problem solutions both at local and state level of operations. j. Ensure participation with the other CCR sites in aspects of the ongoing technical assistance provided by the State, specifically; but not limited to, monthly peer conference calls, Annual training,and semi-annual Grantee Meetings.. k. Ensure participants are informed of the short-term nature of benefits and ensure participants are not financially harmed by this program. Sample:Please edit Activity,Deadline,and Position of Person Responsible as appropriate for your program. Primary Task 1.0:Shall provide comprehensive voluntary services for up to 25 families reported to child protective services but screened out and/or closed after initial assessment during the 2013-14 grant year. Activity Quarters of Measurement Deadline Position of Person/Agency activity Responsible 1.1 Referrals provided to program weekly Q3-Q4 Referrals received Ongoing County worker 10:00am on Mondays via secure by CCR program. fax/email. 1.2 Referred families are assigned to Q3-Q4 CCR Referral 06/30/14 CCR Supervisor CCR staff. Forms completed for each referred family. 1.3 CCR case manager will outreach to Q3-Q4 Outreach protocol 06/30/14 CCR worker all referred families. will be captured on CCR Referral Form. 1.4 Families will voluntarily enroll in the Q3-Q4 Up to 25 06/30/14 CCR worker CCR program, completing intake process unduplicated and setting goals. families will complete CCR Intake packet and complete CCR Goal and Progress form. 1.5 Families will voluntarily engage in Q3-Q4 Up to 25 06/30/14 CCR worker prevention service areas identified by the unduplicated CCR Supervisor family during the goal setting phase of families will Community Partner Agencies program. receive prevention (Parenting,Life skills, etc.) services; participation will be reported in CCR year-end report. 1.6 Complete and submit year-end Q4 Submit year-end 06/30/2014 CCR Supervisor progress report to CDHS.Report shall progress report. contain descriptions of accomplishments with reporting standards provided by CDHS. Primary Task 2.0:Shall increase enrolled families'protective capacities by promoting individual,family,and community strengths during the 2013-14 grant year. Page 2 of 4 Exhibit A-Statement of Work CCR—November 2013 EXHIBIT A Activity Quarters of Measurement Deadline Position of Person/Agency activity Responsible 2.1 Individual's and families existing Q3-Q4 Primcuy 06/30/2014 CCR Caseworker strengths will be identified and Caregiver Self- acknowledged. Assessment of Strengths form completed. 2.2 Strengthening Families Protective Q3-Q4 All CCR staff will 06/30/14 CCR Caseworker Factors are integrated throughout all complete the CCR Supervisor CCR services offered. online Strengthening Families training. Primary Task 3.0: Shall address the link between poverty and child maltreatment by connecting enrolled families to vital economic and other support services during the 2013-14 grant year. Activity Quarters of Measurement Deadline Position of Person/Agency activity Responsible 3.1 Enhance families'capacity to meet Q3-Q4 CCR Financial 06/30/2014 CCR Caseworker their expenses and, when possible Intake form, encourage savings. Economic Self- Assessment, and Financial Goal Setting Wheel completed. 3.2 CCR program will assess families' Q3-Q4 CCR Income and 06/30/14 CCR Caseworker eligibility for public benefits and help Benefits Inventory families apply for these benefits. completed. Appropriate applications completed. 3.3 Provide financial consultation to Q3-Q4 Financial 06/30/14 CCR Caseworker assist families in:resolving credit Capacity Training problems, making plans to pay off Handouts are existing debts,prioritizing bill payments, utilized. and enhancing capacity to save. 3.4 Connect the family to one-time Q3-Q4 Completed CCR 06/30/14 CCR Caseworker flexible funds to address concrete Flex Funds form. economic need that has child well-being Funds distributed. and/or family stabiles implications. IV. Monitoring: CDHS's monitoring of this contract for compliance with performance requirements will be conducted throughout the contract period by the Colorado Community Response Project Manager at CDHS. Methods used will include a review of documentation determined by CDHS to be reflective of performance to include progress reports and other fiscal and programmatic documentation as applicable. V. Resolution of Non-Compliance: The Contractor will be notified in writing within 30 calendar days of discovery of a compliance issue. Within 45 calendar days of discovery, the Contractor and the State will collaborate, when appropriate, to determine the action(s) necessary to rectify the compliance issue and determine when the action(s) must be completed. The action(s)and time line for completion will be documented in writing and agreed to by both parties. If extenuating circumstances arise that requires an extension to the time line,the Contractor must email a request to the Colorado Community Response Project Manager and receive approval for a new due date. The State will oversee the completion/implementation of the action(s) to ensure time lines are met and the issue(s) is resolved. If the Page 3 of 4 Exhibit A-Statement of Work CCR—November 2013 EXHIBIT A Contractor demonstrates inaction or disregard for the agreed upon compliance resolution plan, the State may exercise its rights under the provisions of this contract. VI. Term and Renewal: The State may require continued performance for a period of one year for any services at the rates and terms specified in the contract.The State may exercise the option by providing written notice to the Contractor within 30 days prior to the end of the current term in a form substantially equivalent to Exhibit D.If the State exercises this option,the extended contract will be considered to include this option provision.The total duration of this contract, including the exercise of any options under this clause shall not exceed three years. Notwithstanding the state contract term,the Contractor shall have a continued obligation to provide the final report stated in Paragraph III.2.b and Activity 1.6 of this Exhibit A. • Page 4 of 4 Exhibit A-Statement of Work CCR-November 2013 Colorado Community Response (CCR) Budget Form-Exhibit B Applicant Name: Eagle County Government Budget Period: December 1,2013--June 30,2014 PERSONNEL EXPENSES t•ercent of Actual Additional Gross or Time Resources Amount Requested Personnel Services Annual Salary Fringe (FTE)on from CDHS r:nntrartl Purchase (not Order required) Description of Work Position Title/Employee (for hourly employees,please include Name the hourly rate and number of hours in your description) CCR Caseworker 1 FTE @$20/hr(41,600/yr) $ 24,267.00 $ 14,303.00 100% $0.00 $ 38,570.00 CCR Supervisor 0.2 FTE @ 8 hours/week $ 9766.00 20% $0.00 $ 9,766.00 $0.00 $0.00 $0.00 $0.00 Total Personal Services includingg ngge benefits) $48,336.00 UPPLIES fri8 lSPERATING EXPENSES Additional Item Description of item Rate Resources Amount Requested (not from CDHS reauired) Printing/Copying $0.00 Postage/Shippinq $0.00 $200 purchase of phone Phone/Fax/Internet Cell Phone and$60/mo service plan $620.00 for 7 months Supplies Office Supplies $40/month for 7 months $280.00 Meeting $0.00 Other(Please list below by item) $0.00 $0.00 Total Supplies $900.00 &Operating Expenses TRAVEL Item Description of Item Rate Quantity Amount Requested from CDHS Travel to/from CCR training. CCR Caseworker and 2013 Mileage Supervisor.An additional reimbursement per IRS Mileage 3000 miles are included for rulings 56.5 cents per mile. 3500 $1,977.50 travel to Eagle to Denver is 125 meetings/trainings/client miles each way. homes. $150/night for CCR Lodging Hotel stays during training. Caseworker and 10 $1,500.00 Supervisor for 5 days. Food for five days for CR Caseworker and Breakfast,Lunch,and Supervisor.Per Day Meals Dinner per diem during Allowance(Max$70/day): 10 $700.00 training. $20:00 Breakfast $20.00 Lunch $30.00 Dinner Other Travel $0.00 $0.00 Total Travel $4,177.50 OTHER COSTS Item Description of Item Rate Quantity Amount Requested from CDHS 1386.85 for laptop, Laptop computer,docking docking station and Equipment station,screen and a chair. computer screen for CCR 1 $1,686.85 Caseworker.Additional budget for a chair at$300. Training $0.00 Flex Funds($5,000 required in first year and$10,000 One-time flexible funds to required in second year) address a concrete $17,903.65 economic need. Other(Please detail each item) $0.00 $0.00 Total Other Costs $19,590.50 CONTRACTUAL(payments to third parties or entities) Item Description of Item Rate Quantity Amount Requested from CDHS Consulting $0.00 $0.00 $0.00 $0.00 $0.00 Total Contractual $0.00 SUB-TOTAL BEFORE INDIRECT $73,004.00 INDIRECT Item Description of Item Amount Requested from CDHS Indirect(other):Please list specific indirect costs in Accountin description-NOT TO EXCEED 15%of Total Personnel. 9.payroll preparation,centralized data processing. $1,996.00 Total Indirect $1,996.00 TOTAL AMOUNT REQUESTED FROM CDHS $75,000.00 Colorado Community Response (CCR) Budget Justification-Exhibit B Applicant Name: Eagle County Government Budget Period: December 1,2013-June 30,2014 Performance Duty and/or Activity PERSONNEL EXPENSES from Statement of Work(le 2.a-k; 1.3&3.2) CCR Caseworker will provide CCR program services in Eagle Counties.1FTE at$41,600 plus$24.518 in 2j;1.3 1.5;2.1-2.2;3.1-3.4 fringe prorated for seven months of salary. CCR Supervisor will provide direct supervision of CCR caseworker.Supervisor will hire qualified staff, ensure completion of duties,monitor statement of work(SOW),participate in required training,gather data and provide reports to state,and account for accurate use funds.$9,766 for 1 FTE at 20%prorated 2a 2k;1.1-1.2;1.5 1.6;2.2 for seven months. Performance Duty and/or Activity SUPPLIES&OPERATING EXPENSES from Statement of Work(ie 2.a-k; 1.3&3.2) Cell phone need for safety of CCR caseworker and to accommodate flex place policy.$200 one time purchase and$60 a month service plan for 7 months.This line includes ability to tether phone to 2j;1.3-1.5;3.1-3.4 computer for use of intemet in the field. Office supplies at$40/month prorated for 7 months. 2j;1.3-1.5;2.1-2.2;3.1-3.4 Performance Duty and/or Activity TRAVEL from Statement of Work(ie 2.a-k; 1.3&3.2) Mandatory 5 full days of training offered by CDHS;mileage to/from Denver for CCR Caseworker and Supervisor.Additional 3000 miles are included for travel to meetings/trainings/client homes.$0.565 per 2.j;1.4-1.5;3.1-3.4 mile for 3500 miles. Mandatory 5 full days of training offered by CDHS;lodging at$150 per night for 5 nights for both CCR caseworker and CCR Supervisor. 2'I Mandatory 5 full days of training offered by CDHS;meal per diem$70 per day at 5 days for both CCR 2.j Supervisor and CCR Caseworker. Performance Duty and/or Activity OTHER COSTS from Statement of Work(ie 2.a-k; 1.3&3.2) 1386.85 for laptop,docking station and computer screen for CCR Caseworker.Additional budget for a 2j;1.3-1.5;2.1-2.2;3.1-3A chair at$300. Flex Funds are required by CDHS to provide one-time fund disbursement to families to allievate an acute 3.4 economic stressor. Performance Duty and/or Activity CONTRACTUAL(payments to third parties or entities) from Statement of Work(ie 2.a-k; 1.3&3.2) N/A Link expense with specific project activity. INDIRECT Accounting,payroll preparation,centralized data processing. 2c-2d EXHIBIT C HIPAA BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum("Addendum") is a part of the Contract dated October 1, 2013 between the Department of Human Services and , contract number . 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("PHP') (defined below). B. CE and Associate intend to protect the privacy and provide for the security of PHI disclosed to Associate pursuant to this Contract in compliance with the Health Insurance Portability and Accountability Act of 1996,42 U.S.C. § 1320d— 1320d-8 ("HIPAA") as amended by the American Recovery and Reinvestment Act of 2009 ("ARRA")/HITECH Act(P.L. 111-005), and its implementing regulations promulgated by the U.S. Department of Health and Human Services, 45 C.F.R.Parts 160, 162 and 164 (the "HIPAA Rules") and other applicable laws, as amended. C. As part of the HIPAA Rules, the CE is required to enter into a written contract containing specific requirements with Associate prior to the disclosure of PHI, as set forth in,but not limited to,Title 45, Sections 160.103, 164.502(e) and 164.504(e)of the Code of Federal Regulations("C.F.R.") and contained in this Addendum. The parties agree as follows: 1. Definitions. a. Except as otherwise defined herein, capitalized terms in this Addendum shall have the definitions set forth in the HIPAA Rules at 45 C.F.R. Parts 160, 162 and 164, as amended. In the event of any conflict between the mandatory provisions of the HIPAA Rules and the provisions of this Contract,the HIPAA Rules shall control. Where the provisions of this Contract differ from those mandated by the HIPAA Rules,but are nonetheless permitted by the HIPAA Rules,the provisions of this Contract shall control. b. "Protected Health Information"or"PHI"means any information,whether oral or recorded in any form or medium: (i)that relates to the past,present or future physical or mental condition of an individual;the provision of health care to an individual; or the past,present or future payment for the provision of health care to an individual; and(ii)that identifies the individual or with respect to which there is a reasonable basis to believe the information can be Page 1 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 M r EXHIBIT C used to identify the individual, and shall have the meaning given to such term under the HIPAA Rules, including, but not limited to,45 C.F.R. Section 164.501. c. "Protected Information" shall mean PHI provided by CE to Associate or created received,maintained or transmitted by Associate on CE's behalf. To the extent Associate is a covered entity under HIPAA and creates or obtains its own PHI for treatment,payment and health care operations, Protected Information under this Contract does not include any PHI created or obtained by Associate as a covered entity and Associate shall follow its own policies and procedures for accounting,access and amendment of Associate's PHI. d. "Subcontractor"shall mean a third party to whom Associate delegates a function, activity, or service that involves CE's Protected Information,in order to carry out the responsibilities of this Agreement. 2. Obligations of Associate. a. Permitted Uses. Associate shall not use Protected Information except for the purpose of performing Associate's obligations under this Contract and as permitted under this Addendum. Further, Associate shall not use Protected Information in any manner that would constitute a violation of the HIPAA Rules if so used by CE, except that Associate may use Protected Information: (i)for the proper management and administration of Associate; (ii)to carry out the legal responsibilities of Associate; or(iii) for Data Aggregation purposes for the Health Care Operations of CE. Additional provisions,if any, governing permitted uses of Protected Information are set forth in Attachment A to this Addendum.Associate accepts full responsibility for any penalties incurred as a result of Associate's breach of the HIPAA Rules. b. Permitted Disclosures. Associate shall not disclose Protected Information in any manner that would constitute a violation of the HIPAA Rules if disclosed by CE, except that Associate may disclose Protected Information: (i) in a manner permitted pursuant to this Contract; (ii)for the proper management and administration of Associate; (iii) as required by law; (iv)for Data Aggregation purposes for the Health Care Operations of CE; or(v)to report violations of law to appropriate federal or state authorities, consistent with 45 C.F.R. Section 164.502(j)(1). To the extent that Associate discloses Protected Information to a third party Subcontractor, Associate must obtain,prior to making any such disclosure: (i)reasonable assurances through execution of a written agreement with such third party that such Protected Information will be held confidential as provided pursuant to this Addendum and only disclosed as required by law or for the purposes for which it was disclosed to such third party; and that such third party will notify Associate within two (2)business days of any breaches of confidentiality of the Protected Information,to the extent it has obtained knowledge of such breach. Additional provisions, if any, governing permitted disclosures of Protected Information are set forth in Attachment A. c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are necessary to prevent the use or disclosure of Protected Information other than as permitted by this Contract. Associate shall comply with the requirements of the HIPAA Security Rule at 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316. Associate shall maintain a Page 2 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 EXHIBIT C comprehensive written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the Associate's operations and the nature and scope of its activities. Associate shall review,modify, and update documentation of,its safeguards as needed to ensure continued provision of reasonable and appropriate protection of Protected Information. d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing any use or disclosure of Protected Information other than as provided for by this Contract within five (5)business days of becoming aware of such use or disclosure. e. Associate's Agents. If Associate uses one or more Subcontractors or agents to provide services under the Contract, and such Subcontractors or agents receive or have access to Protected Information, each Subcontractor or agent shall sign an agreement with Associate containing the same provisions as this Addendum and further identifying CE as a third party beneficiary with rights of enforcement and indemnification from such Subcontractors or agents in the event of any violation of such Subcontractor or agent agreement. The Agreement between the Associate and Subcontractor or agent shall ensure that the Subcontractor or agent agrees to at least the same restrictions and conditions that apply to Associate with respect to such Protected Information. Associate shall implement and maintain sanctions against agents and Subcontractors that violate such restrictions and conditions and shall mitigate the effects of any such violation. f. Access to Protected Information. If Associate maintains Protected Information contained within CE's Designated Record Set, Associate shall make Protected Information maintained by Associate or its agents or Subcontractors in such Designated Record Sets available to CE for inspection and copying within ten(10)business days of a request by CE to enable CE to fulfill its obligations to permit individual access to PHI under the HIPAA Rules, including, but not limited to,45 C.F.R. Section 164.524. If such Protected Information is maintained by Associate in an electronic form or format, Associate must make such Protected Information available to CE in a mutually agreed upon electronic form or format. g. Amendment of PHI. If Associate maintains Protected Information contained within CE's Designated Record Set,Associate or its agents or Subcontractors shall make such Protected Information available to CE for amendment within ten(10)business days of receipt of a request from CE for an amendment of Protected Information or a record about an individual contained in a Designated Record Set, and shall incorporate any such amendment to enable CE to fulfill its obligations with respect to requests by individuals to amend their PHI under the HIPAA Rules, including,but not limited to, 45 C.F.R. Section 164.526. If any individual requests an amendment of Protected Information directly from Associate or its agents or Subcontractors, Associate must notify CE in writing within five(5)business days of receipt of the request. Any denial of amendment of Protected Information maintained by Associate or its agents or Subcontractors shall be the responsibility of CE. h. Accounting Rights. If Associate maintains Protected Information contained within CE's Designated Record Set,Associate and its agents or Subcontractors shall make available to CE within ten (10)business days of notice by CE, the information required to Page 3 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 f y EXHIBIT C provide an accounting of disclosures to enable CE to fulfill its obligations under the HIPAA Rules,including,but not limited to,45 C.F.R. Section 164.528. In the event that the request for an accounting is delivered directly to Associate or its agents or Subcontractors, Associate shall within five(5)business days of the receipt of the request forward it to CE in writing. It shall be CE's responsibility to prepare and deliver any such accounting requested. Associate shall not disclose any Protected Information except as set forth in Section 2(b)of this Addendum. i. Governmental Access to Records. Associate shall keep records and make its internal practices,books and records relating to the use and disclosure of Protected Information available to the Secretary of the U.S. Department of Health and Human Services (the "Secretary"), in a time and manner designated by the Secretary, for purposes of determining CE's or Associate's compliance with the HIPAA Rules. Associate shall provide to CE a copy of any Protected Information that Associate provides to the Secretary concurrently with providing such Protected Information to the Secretary when the Secretary is investigating CE. Associate shall cooperate with the Secretary if the Secretary undertakes an investigation or compliance review of Associate's policies, procedures or practices to determine whether Associate is complying with the HIPAA Rules, and permit access by the Secretary during normal business hours to its facilities,books,records, accounts, and other sources of information, including Protected Information, that are pertinent to ascertaining compliance. j. Minimum Necessary. Associate(and its agents or subcontractors) shall only request,use and disclose the minimum amount of Protected Information necessary to accomplish the purpose of the request, use or disclosure, in accordance with the Minimum Necessary requirements of the HIPAA Rules including,but not limited to 45 C.F.R. Sections 164.502(b) and 164.514(d). k. Data Ownership. Associate acknowledges that Associate has no ownership rights with respect to the Protected Information. 1. Retention of Protected Information. Except upon termination of the Contract as provided in Section 4(d) of this Addendum,Associate and its Subcontractors or agents shall retain all Protected Information throughout the term of this Contract and shall continue to maintain the information required under Section 2(h) of this Addendum for a period of six(6) years. m. Associate's Insurance. Associate shall maintain insurance to cover loss of PHI data and claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. All such policies shall meet or exceed the minimum insurance requirements of the Contract(e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status and notice of cancellation). n. Notice of Privacy Practices. Associate shall be responsible for reviewing CE's Notice of Privacy Practices,available on CE's external website,to determine any requirements applicable to Associate per this Contract. Page 4 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 r v EXHIBIT C o. Notification of Breach. During the term of this Contract,Associate shall notify CE within two (2)business days of any suspected or actual breach of security,intrusion or unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations. Associate shall not initiate notification to affected individuals per the HIPAA Rules without prior notification and approval of CE. Information provided to CE shall include the identification of each individual whose unsecured PHI has been,or is reasonably believed to have been accessed, acquired or disclosed during the breach. Associate shall take(i) prompt corrective action to cure any such deficiencies and(ii)any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. p. Audits,Inspection and Enforcement. Within ten(10)business days of a written request by CE, Associate and its agents or subcontractors shall allow CE to conduct a reasonable inspection of the facilities, systems,books,records, agreements,policies and procedures relating to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of determining whether Associate has complied with this Addendum; provided, however, that: (i) Associate and CE shall mutually agree in advance upon the scope, timing and location of such an inspection; and (ii) CE shall protect the confidentiality of all confidential and proprietary information of Associate to which CE has access during the course of such inspection. The fact that CE inspects, or fails to inspect, or has the right to inspect,Associate's facilities,systems, books, records, agreements,policies and procedures does not relieve Associate of its responsibility to comply with this Addendum, nor does CE's(i) failure to detect or(ii)detection, but failure to notify Associate or require Associate's remediation of any unsatisfactory practices, constitute acceptance of such practice or a waiver of CE's enforcement rights under the Contract. q. Safeguards During Transmission. Associate shall be responsible for using appropriate safeguards,including encryption of PHI,to maintain and ensure the confidentiality, integrity and security of Protected Information transmitted pursuant to the Contract, in accordance with the standards and requirements of the HIPAA Rules. r. Restrictions and Confidential Communications. Within ten (10) business days of notice by CE of a restriction upon uses or disclosures or request for confidential communications pursuant to 45 C.F.R. Section 164.522, Associate will restrict the use or disclosure of an individual's Protected Information. Associate will not respond directly to an individual's requests to restrict the use or disclosure of Protected Information or to send all communication of 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,including encryption of PHI,to maintain and ensure the confidentiality,integrity and security of Protected Information transmitted pursuant to the Contract, in accordance with the standards and requirements of the HIPAA Rules. Page 5 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 EXHIBIT C b. Notice of Changes. CE maintains a copy of its Notice of Privacy Practices on its website. CE shall provide Associate with any changes in,or revocation of,permission to use or disclose Protected Information,to the extent that it may affect Associate's permitted or required uses or disclosures. To the extent that it may affect Associate's permitted use or disclosure of PHI,CE shall notify Associate of any restriction on the use or disclosure of Protected Information that CE has agreed to in accordance with 45 C.F.R. Section 164.522. 4. Termination. a. Material Breach. In addition to any other provisions in the Contract regarding breach, a breach by Associate of any provision of this Addendum,as determined by CE, shall 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 pursuant to Section 4(a), then CE shall take reasonable steps to cure such breach or end such violation.. If CE's efforts to cure such breach or end such violation are unsuccessful,CE shall either(i)terminate the Contract, if feasible or(ii) if termination of this Contract is not feasible, CE shall report Associate's breach or violation to the Secretary of the Department of Health and Human Services. If Associate knows of a pattern of activity or practice of a Subcontractor or Page 6 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 ~ M EXHIBIT C agent that constitutes a material breach or violation of the Subcontractor's or agent's obligations under the written agreement between Associate and the Subcontractor or agent,Associate shall take reasonable steps to cure such breach or end such violation, if feasible. c. Judicial or Administrative Proceedings. Either party may terminate the Contract, effective immediately, if(i)the other party is named as a defendant in a criminal proceeding for a violation of the HIPAA Rules or other security or privacy laws or(ii)a finding or stipulation that the other party has violated any standard or requirement of the HIPAA Rules or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined. d. Effect of Termination. (1) Except as provided in paragraph (2) of this subsection,upon termination of this Contract, for any reason, Associate shall return or destroy all Protected Information that Associate or its agents or Subcontractors still maintain in any form, and shall retain no copies of such Protected Information. If Associate elects to destroy the PHI, Associate shall certify in writing to CE that such PHI has been destroyed. (2) If Associate believes that returning or destroying the Protected Information is not feasible, Associate shall promptly provide CE notice of the conditions making return or destruction infeasible. Associate shall continue to extend the protections of Sections 2(a), 2(b), 2(c), 2(d) and 2(e) of this Addendum to such Protected Information, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 5. Injunctive Relief. CE shall have the right to injunctive and other equitable and legal relief against Associate or any of its Subcontractors or agents in the event of any use or disclosure of Protected Information in violation of this Contract or applicable law. 6. No Waiver of Immunity. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities,rights,benefits,protection, or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-101 et seg. or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now in effect or hereafter amended. 7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be inapplicable to the terms and conditions of this Addendum. 8. Disclaimer. CE makes no warranty or representation that compliance by Associate with this Contractor the HIPAA Rules will be adequate or satisfactory for Associate's own purposes. Associate is solely responsible for all decisions made by Associate regarding the safeguarding of PHI. 9. Certification. To the extent that CE determines an examination is necessary in order to comply with CE's legal obligations pursuant to the HIPAA Rules relating to certification of its Page 7 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 • v EXHIBIT C security practices, CE or its authorized agents or contractors,may, at CE's expense, examine Associate's facilities, systems,procedures and records as may be necessary for such agents or contractors to certify to CE the extent to which Associate's security safeguards comply with the HIPAA Rules or this Addendum. 10. Amendment. a. Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Addendum may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of the HIPAA Rules and other applicable laws relating to the confidentiality, integrity, availability and security of PHI. The parties understand and agree that CE must receive satisfactory written assurance from Associate that Associate will adequately safeguard all Protected Information and that it is Associate's responsibility to receive satisfactory written assurances from Associate's Subcontractors and agents. Upon the request of either party, the other party agrees to promptly enter into negotiations concerning the terms of an amendment to this Addendum embodying written assurances consistent with the standards and requirements of the HIPAA Rules or other applicable laws. CE may terminate this Contract upon thirty(30) days written notice in the event(i)Associate does not promptly enter into negotiations to amend this Contract when requested by CE pursuant to this Section,or(ii)Associate does not enter into an amendment to this Contract providing assurances regarding the safeguarding of PHI that CE, in its sole discretion, deems sufficient to satisfy the standards and requirements of the HIPAA Rules. b. Amendment of Attachment A. Attachment A may be modified or amended by mutual agreement of the parties in writing from time to time without formal amendment of this Addendum. 11. Assistance in Litigation or Administrative Proceedings. Associate shall make itself,and any Subcontractors, employees or agents assisting Associate in the performance of its obligations under the Contract, available to CE,at no cost to CE up to a maximum of 30 hours, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against CE, its directors, officers or employees based upon a claimed violation of the HIPAA Rules or other laws relating to security and privacy or PHI, except where Associate or its Subcontractor, employee or agent is a named adverse party. 12. No Third Party Beneficiaries. Nothing express or implied in this Contract is intended to confer,nor shall anything herein confer,upon any person other than CE, Associate and their respective successors or assigns, any rights,remedies,obligations or liabilities whatsoever. 13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail over any provisions in the Contract that may conflict or appear inconsistent with any provision in this Addendum. Together, the Contract and this Addendum shall be interpreted as broadly as necessary to implement and comply with the HIPAA Rules. The parties agree that any ambiguity in this Contract shall be resolved in favor of a meaning that complies and is consistent Page 8 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 • EXHIBIT C with the HIPAA Rules. 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: Title: Department and Division: Address: Contractor/Business Associate Representative: Name: Title: Department and Division: Address: Page 9 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 r , ATTACHMENT A This Attachment sets forth additional terms to the HIPAA Business Associate Addendum,which is part of the Contract dated October 1, 2013-September 30, 2016,between Colorado Department of Human Services and , contract number ("Contract") and is effective as of October 1,2013 (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 the State. 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: None except as otherwise directed in writing by the State. 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: None except as otherwise directed in writing by the State. 4 Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be deemed to occur as follows, and Associate's obligations under the Addendum shall commence with respect to such PHI upon such receipt: Upon the effective date of the contract. 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. Page 1 of 2 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 I 6. Additional Terms. [This section may include specifications for disclosure format, method of transmission, use of an intermedimy, use of digital signatures or P KI, authentication, additional security of privacy specifications, de-identification or re-identification of data and other additional terms" None Page 2 of 2 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev.May 2013 M EXHIBIT D SAMPLE OPTION LETTER Date: State Fiscal Year: Option Letter No. CMS Routing# 1) OPTIONS: Choose all applicable options listed in§1 and in §2 and delete the rest[also delete all yellow highlighted text. a.Option to renew only(for an additional term) b.Change in the amount of goods within current term c.Change in amount of goods in conjunction with renewal for additional term d.Level of service change within current term e.Level of service change in conjunction with renewal for additional term f. Option to initiate next phase of a contract 2) REQUIRED PROVISIONS.All Option Letters shall contain the appropriate provisions set forth below: a. For use with Options 1(a-e): In accordance with Section(s) of the Original Contract routing number between the State of Colorado, Department of Human Services,and Contractor's Name,the State hereby exercises its option for an additional term beginning Insert start date and ending on Insert ending date at a cost/price specified in Section , AND/OR an increase/decrease in the amount of goods/services at the same rate(s)as specified in Identify the Section, Schedule, Attachment, Exhibit etc. b. For use with Option 1(f).please use the following: In accordance with Section(s) of the Original Contract routing number between the State of Colorado, Department of Human Services,and Contractor's Name,the State hereby exercises its option to initiate Phase indicate which Phase:2, 3, 4, etc for the term beginning Insert start date and ending on Insert ending date at the cost/price specified in Section c. For use with all Options:The amount of the current Fiscal Year contract value is increased/decreased by$ amount of change to a new contract value of Insert New$Amt to as consideration for services/goods ordered under the contract for the current fiscal year indicate Fiscal Year.The first sentence in Section is hereby modified accordingly.The total contract value including all previous amendments, option letters, etc. is Insert New$Amt. 3) Effective Date.The effective date of this Option Letter is upon approval of the State Controller or ,whichever is later. STATE OF COLORADO John W. Hickenlooper, GOVERNOR Department of Human Services Reggie Bicha, Executive Director By: Insert Name&Title of Person Signing for Agency or IHE Date: ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Contracts.This Contract is not valid until signed and dated below by the State Controller or delegate.Contractor is not authorized to begin performance until such time.If Contractor begins performing prior thereto,the State of Colorado is not obligated to pay Contractor for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER Robert Jaros, CPA, MBA,JD By: Date: