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Home My WebLink AboutC18-195 Northwest Colorado Council of Governments CONTRACT BY AND BETWEEN THE NORTHWEST COLORADO COUNCIL OF GOVERNMENTS 249 Warren Avenue PO Box 2308 Silverthorne, CO 80498-2308 (“NWCCOG”) and EAGLE COUNTY, COLORADO through its PUBLIC HEALTH AND ENVIRONMENT DEPARTMENT Po Box 660 Eagle, CO 81631 (“CONTRACTOR”) Service Amount Contract Number ECPH18-19 Congregate $40,401.50 Home Delivered $12,259.50 Transportation $14,338.50 RECITALS: A. NWCCOG is the recipient of grant funds under Title III of the Older Americans Act and the State of Colorado (State) Funding for Senior Services (SFSS). B. NWCCOG desires Contractor to render certain services hereinafter described in connection with an undertaking which is expected to be financed under the Older Americans Act, as amended, and/or the SFSS. C. The Contractor agrees to comply with all relevant provisions of the Contract between NWCCOG and the State for SFSS, incorporated herein by reference and made a part of this Contract, as if fully set forth, in the monitoring and administration of this Contract. NOW THEREFORE, the parties hereto mutually agree as follows: 1.0 SELECTION OF CONTRACTOR NWCCOG hereby selects the Contractor and the Contractor hereby agrees to perform the services hereinafter set forth in connection with the project of NWCCOG under the Older Americans Act and/or the SFSS. 2.0 SCOPE OF SERVICES The Contractor shall do, perform, and carry out, in a satisfactory manner, as determined by NWCCOG, all work elements described in the Contractor's Proposal submitted for funding (as approved and as may be amended, from time to time, by NWCCOG) which is herein incorporated by reference and made a part of this Contract and which is summarized in Exhibit A, Scope of Services, of this Contract. The Contractor will administer services funded under this Contract in accordance with the Older Americans Act; all applicable provisions of the Colorado Revised Statutes; 12 CCR 2510-1, Older Americans Act (OAA) Programs (Rule Manual Volume 10); Colorado Department of Human Services, Division of DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 2 Aging and Adult Services, and the State Unit on Aging (SUA) Policy and Procedures Manual as from time to time may be amended. 3.0 ADMINISTRATIVE REQUIREMENTS In performance of its obligations under this Contract, Contractor shall comply with all applicable provisions of 45 CFR, Part 74 and 45 CFR, Part 92 regarding uniform requirements for the administration of Department of Health and Humans Services (HHS) grants and principles for determining costs applicable to activities assisted by HHS grants. 4.0 TIME OF PERFORMANCE This Contract is intended to be a provisional six (6) month contract with three (3) six (6) month Option Letters. The first fiscal six-month period beginning on July 1, 2018 and ending December 31, 2018 and, upon execution by NWCCOG of an Option Letter as set forth below, the second six-month period beginning on January 1, 2019 and ending June 30, 2019. The third six-month period begins on July 1, 2019 and ends December 31, 2019 and the fourth six-month period begins on January 1, 2020 and ends June 30, 2020. However, funding levels shall be awarded annually and funding of this Contract is conditioned upon funds being made available to NWCCOG for such purposes. During the first fiscal six months, the services of the Contractor shall commence upon Contract execution or July 1, 2018 whichever comes later. Services shall be undertaken in such sequence as to assure completion of all services required hereunder by December 31, 2018. Services cannot commence prior to an executed contract. No contract term shall be extended to or made effective for consecutive six-month fiscal periods until NWCCOG, in its sole discretion, executes an Option Letter, a sample of which is attached hereto as Exhibit F. 5.0 AMOUNT OF CONTRACT 5.1 NWCCOG agrees to reimburse the Contractor for allowable project expenses up to but not exceeding the sum of $66,999.50. NWCCOG agrees to reimburse the Contractor for allowable expenses provided the total dollars divided by the total units of service delivered as outlined in the Supplemental Contract Information form attached hereto as Exhibit A. 5.2 Contractor cash match, Contractor in-kind services, Contractor program income/client contributions, and State cash match contributions, if applicable, are also outlined in the Supplemental Contract Information form attached hereto as Exhibit A. 5.3 Valuation of in-kind contributions shall show how the contribution was computed and must be incorporated into the Contractor's accounting records. Supplies, volunteer services and other contributions shall be valued as described under 45 CFR, Part 74, Subpart C. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 3 6.0 HHS GRANT It is agreed by the above parties that should the HHS or the State disapprove this Contract or refuse or fail to make the grant to NWCCOG as contemplated by this Contract, then this Contract shall be void and shall not be binding on any parties hereto. Unearned payments under this Contract may be suspended or terminated in the event that the Contractor refuses to accept additional terms or conditions to this Contract that may be imposed by HHS, the State or NWCCOG after the effective date of this Contract. Contractor expressly acknowledges that Contractor will be paid or otherwise compensated with funds provided to NWCCOG by federal agencies that are subject to sequestration pursuant to the Budget Control Act of 2011 and other applicable federal laws. In the event that funds for this Contract are not advanced, diminished, or required to be returned to the federal government due to sequestration, NWCCOG may immediately terminate this Contract in whole or part without liability, including costs and liability for termination. Contractor expressly acknowledges and agrees that NWCCOG has the right to require that funds previously paid to Contractor for services performed hereunder be returned to NWCCOG in the event the federal government requires that funds be returned because of sequestration. 7.0 CHANGES Except as may be expressly provided in this Contract, including its Exhibits, any changes, including, without limitation, any increase in the amount of this Contract or changes in the scope of services, which are mutually agreed upon by and between NWCCOG and the Contractor, shall be incorporated in a written Option Letter or a written amendment to this Contract. 8.0 TERMS AND CONDITIONS The parties agree that this Contract is also subject to the provisions set forth in Exhibits A, B, C, D, E, (if E is applicable), G, H, and I, of this Contract, attached hereto and incorporated herein. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 4 By signing this Contract, the Contractor certifies to the best of its knowledge and belief that the Contractor, its principals and authorized subcontractors are not presently suspended, debarred, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this Contract by any Federal department or agency. IN WITNESS WHEREOF, the parties hereto have executed this Contract on the __________________________________, and acknowledge that the signatures hereon, whether handwritten, typed, electronic, or digital or submitted by facsimile or electronic mail, are sufficient and legally binding. NORTHWEST COLORADO COUNCIL OF GOVERNMENTS CONTRACTOR NAME By: By: ________________________________ Jon Stavney Executive Director ATTEST: ATTEST: By: By: ________________________________ Erin Fisher Alpine AAA Director DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 6/29/2018 A1 EXHIBIT A SCOPE OF SERVICES The Contractor shall perform all the necessary services provided under this Contract for eligible residents of the jurisdiction(s) listed in the attached Supplemental Contract Information form, herein provided as Exhibit A. Prior written approval from NWCCOG is required if the number of units of service in any service category listed in the attached exhibit is more than ten percent (10 %) lower than listed. This provision shall not alter the maximum funding set forth in Section 5.1. Upon Contractor submittal and contract execution by both parties, the Supplemental Contract Information form shall be made part of this Contract and legally binding. Service Budget Service Amount Local Cash In-Kind Program Income Congregate Meals $40,401.50 $5,577.50 $0 $9,000 Home Delivered Meals $12,259.50 $1,362.50 $0 $1,249.50 Transportation $14,338.50 $5,477 $0 $1,375 Service Provision Service Service Area Units/Measurement Congregate Meals Eagle County 4,675 Meals Home Delivered Meals Eagle County 675 Meals Transportation Eagle County 1,231 One Way Trips DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 B1 EXHIBIT B TERMS AND CONDITIONS The following supplemental terms and conditions apply to the Contract herein and take precedence over any conflicting language within the Contract. 1.1.1 Personnel. The Contractor represents that it has, or will secure at its own expense, all personnel required in performing the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with NWCCOG. 1.1.1.1 Prohibition Against Employing Illegal Aliens (Colorado requirement). Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor shall not enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Exhibit I, the “Pre-Contract Certification in Compliance with C.R.S. § 8-17.5-102(1)”, must be signed and returned with this Contract, which is attached hereto and incorporated herein by reference. Contractor will participate in either the E-verify program or the Department program, as defined in C.R.S. § § 8-17.5-101 (3.3) and 8-17.5-101 (3.7), respectively, in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services, as defined by C.R.S. § 8-17.5-101(6), as amended and in effect from time to time. If Contractor participates in the Department program, Contractor shall deliver to NWCCOG a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employees, and shall comply with all other requirements of the Department program. Contractor is prohibited from using the E-verify program or the Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed. If Contractor will be participating in the Department program, Contractor will provide to NWCCOG a copy of Contractor’s executed Notice of Participation in the Department Program form. If Contractor obtains actual knowledge that a subcontractor performing work under this contract for services knowingly employs or contracts with an illegal alien, Contractor shall: a. Notify the subcontractor and NWCCOG within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and b. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this paragraph the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Department is undertaking pursuant to the authority established in C.R.S. § 8-17.5-102(5). If Contractor violates a provision of this Contract required pursuant to C.R.S. § 8-17.5-102, NWCCOG may terminate the contract for breach of contract. If the contract is so terminated, the Contractor shall be liable for actual and consequential damages to NWCCOG. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 B2 This Section 1.1.1.1 shall not apply to the following types of contracts: (1) intergovernmental agreements; (2) agreements for information technology services or products and services; (3) agreements relating to the offer, issuance, or sale of securities; (4) agreements for investment advisory services or fund management services; (5) any grant, award, or contract funded by any federal or private entity for any research or sponsored project activity of an institution of higher education or an affiliate of an institution of higher education that is funded from moneys that are restricted by the entity under the grant, award, or contract, pursuant to C.R.S. § 8-17.5- 101(6)(b). 1.1.1.2 Prohibition Against Employing Illegal Aliens (Federal requirement). If this Contract includes an award of Federal funds of more than $3,000, Contractor must also comply with the E-Verify Federal Contractor Rule set forth in Exhibit I, attached hereto and incorporated herein by reference, which requires the Contactor to use the E-Verify program to verify the employment eligibility of all employees assigned to the Contract and all new hires. If Contractor uses one or more subcontractors to provide services under the Contract, Contractor shall include the language set forth in Exhibit I in any subcontract that is: (1) for commercial or noncommercial services or construction; (2) has a value of more than $3,000; and (3) includes work performed in the United States. Contractors who are State or local governments, institutions of higher education, or governments of a Federally recognized Indian tribe are not exempt from the requirements of this Section 1.1.1.2; however, such entities may choose to verify only those employees who are assigned to the Contract, whether existing employees or new hires, as further detailed in Exhibit I. 1.1.2 Qualifications. All of the services required hereunder will be performed by the Contractor or under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized under State and local law to perform such services. 1.1.3 Background Check; Driver’s License. Contractor shall ensure that prior to delivery of services, a records check through the Colorado Bureau of Investigations (CBI) or another background check system that provides information at the same level of detail or higher than the CBI records check, shall be conducted for all employees, volunteers, and contractors of Contractor directly providing one or more of the following services: personal care, homemaker, adult day, transportation, case management, chore or home modifications that are provided through a contracted agency, home delivered meals, material aid services (provided within a consumer’s home), one-to-one legal, one-to-one counseling, or respite care. Contractor shall ensure that appropriate follow-up of the background check is completed according to the SUA Policy and Procedure Manual, Subsection 401.15, and shall ensure that its employees, volunteers, and contractors are in compliance with the restrictions of said Subsection. Employees, volunteers or contractors responsible for transporting consumers shall have a valid Colorado driver’s license, and shall not have any alcohol related offenses in the past three years, or two or more convictions or chargeable accidents within the past two years. 1.1.4 Sub-grant or Subcontract. None of the work or services covered by this Contract shall be sub-granted or subcontracted to any other party except for those listed on Exhibit E (if Exhibit E is not attached, then no subcontractors have been pre-approved) without the prior written approval of NWCCOG. Failure to obtain NWCCOG’s prior approval of any additional sub- grantors or subcontractors shall result in the disallowance of reimbursements for any services provided by sub-grantor or subcontractors not previously approved. Contractor shall verify that all sub-grantees and subcontractors have not been excluded or disqualified pursuant to 2 CFR Part 376 prior to submitting such sub-grantees or subcontractors to NWCCOG for approval, and shall certify that the proposed sub-grantees and subcontractors are neither excluded nor DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 B3 disqualified by a Federal agency. Any approval by NWCCOG of a sub-grantee or subcontractor shall be effective only through the current contract fiscal year and subject to the continuing requirement of non-exclusion or non-disqualification pursuant to 2 CFR Part 376. It shall be Contractor’s responsibility to submit verification of such non-exclusion or non-disqualification upon request. See also section 1.10 herein. 1.1.5 Licensure. Where the State or local public jurisdictions require licensure for the provision of social services provided hereunder, the Contractor shall be licensed and shall meet all requirements of licensure. Contractor shall provide NWCCOG notice of any action to revoke or suspend any such licenses as well as any actual suspension or revocation of any licenses within 48 hours of Contractor receiving notice. 1.1.6 Contractor Training. Contractor shall complete mandatory training through NWCCOG as required by NWCCOG upon notice. 1.2.1 Monitoring and Reporting Program Performance. The activities of Contractor in providing the services set forth under this Contract shall be monitored by NWCCOG in accordance with the applicable provisions of 45 CFR Part 74 and 45 CFR Part 92, other applicable Federal regulations, and this Contract. NWCCOG will monitor all activities of Contractor supported by this Contract to assure that the services being performed are consistent with the Contract and applicable Federal regulations. Contractor acknowledges that disclosure of protected health information to NWCCOG is permitted pursuant to Federal law. 1.2.2 Monthly Data Entry. The Federal Administration on Community Living requires certain Older Americans Act data to be reported in the National Aging Program Information System (NAPIS). To assist in the data collection for NAPIS, the State requires all Contractors to report services provided in a State software system as designated and assigned by the State from time to time. Currently the software utilized is PeerPlace. Contractor must complete training on PeerPlace for all employees who will be performing the data entry service. Training is available each year and is mandatory for anyone who has not previously attended or as deemed appropriate by NWCCOG. Contractor shall enter the previous month’s service data into PeerPlace no later than the fifteenth of the following month. If the fifteenth of the month falls on a holiday or weekend, than entering of all data shall be due the business day after to the fifteenth. Failure to enter PeerPlace data correctly and timely is a violation of this Contract and NWCCOG may exercise any remedies available under the Contract or at law, including withholding payments. 1.3.1 Services Performance Report and Reimbursement Requests. Contractor shall submit a monthly service performance report and reimbursement request in a form prescribed by NWCCOG. Such report and request shall be filed on or before the fifteenth day of the month following the month in which services are provided, throughout the term of the Contract. If the fifteenth of the month falls on a holiday or weekend, then submissions shall be due the business day after to the fifteenth. Failure to submit the monthly report and reimbursement request by the fifteenth day of the following month will delay processing of payments until the next calendar month. Further, failure to submit the final month’s report and reimbursement request by July 15 of the then-current fiscal year of the contract term, will result in non-payment for services provided, and Contractor specifically agrees that any such late-filed final reimbursement request will not be paid. All payments are subject to verification by NWCCOG. Contractor is responsible for the timely filing, completeness and accuracy of all service performance reports and reimbursement requests. All payments are subject to verification by NWCCOG. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 B4 1.3.2 Waiting Lists. Waiting lists shall be established by the Contractor when services are available but cannot be provided to all eligible consumers. In such circumstances, Contractor shall place eligible consumers on a waiting list. Waiting list procedures must be equitable to all eligible consumers. Contractor shall give priority to consumers targeted by the Older Americans and Older Coloradans Act, with due consideration given to the time kept on a wait list. Persons shall be removed from the waiting list in accordance with SUA Policy and Procedure Manual, Subsection 205c. Contractor will develop a waiting list procedure in compliance with the policies set forth in Subsection 205b., regardless of whether or not there are consumers waiting for service. Furthermore, Contractor shall maintain waiting lists, and shall make the waiting list and the procedures for the waiting list readily available for review by NWCCOG and/or the State Unit on Aging. Waiting list documentation may be kept in hard copy or electronically, but must be printable. Contractor shall retain waiting list documentation, and shall not destroy any such records until notified by NWCCOG. 1.3.3 Consumer Complaint/Appeal Process. The Contractor shall develop a procedure to assure that applicants to, or clients of, their services are advised in writing of their right to complain about services or the denial of services, to appeal decisions made about the complaint, and that those complaints and appeals, are processed and tracked in compliance with SUA Policy and Procedure Subsection 501 and as directed by NWCCOG. Complaint/appeals documentation may be kept in hard copy or electronically, but must be printable. Contractor shall retain complaint/appeal documentation, and shall retain records in accordance with Section 1.4.1 herein. 1.3.4 Evaluation. Contractor shall implement a quality improvement process, which includes, at a minimum, monitoring of service quality and consumer satisfaction. Methods of receiving consumer input on the quality of services shall be established, documented and utilized by the Contractor on a regular basis throughout the term of this Contract. Examples include site councils, projects councils, consumer forums, consumer satisfaction surveys, telephone interviewed, and visits. Contractor shall upon the NWCCOG’s request provide information regarding Contractor’s compliance with the requirements of this Section. 1.3.5 Voluntary Contributions and Non-eligible Recipient Fees. Contractor shall (1) provide each recipient with an opportunity to voluntarily contribute to the cost of the service; (2) clearly inform each recipient that there is no obligation to contribute and that the contribution is purely voluntary; (3) protect the privacy and confidentiality of each recipient with respect to the recipient’s contribution or lack of contribution; (4) establish appropriate accounting procedures to safeguard and account for all contributions; (5) use all collected contributions to expand or enhance the service for which the contributions were given; and (6) identify the income as program income and expend it in accordance with 1.5.1 below. Contractor shall establish minimum standards and procedures for the responsible collection of, handling, and safeguarding of consumer contributions and non-eligible recipient fees in compliance with SUA Policy and Procedure Manual, Subsection 310. 1.3.6 On-Site Assessment. The Contractor acknowledges receipt of the on-site assessment requirements from NWCCOG and shall comply with the on-site assessment requirements. 1.3.7 Policy Changes. From time to time during the term of this Contract, NWCCOG and/or the State Unit on Aging may adopt policies and procedures that relate to services provided under this Contract. Upon notice of such adopted policies or procedures, Contractor shall incorporate any such policies and procedures into their practices and comply with the provisions thereof. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 B5 1.3.8 Eligibility Assessments. The Contractor will conduct an assessment of individual eligibility prior to the delivery of any registered services, as defined in 45 CFR 1321.3, using the standardized assessment form provided by NWCCOG, and re-assessments will be conducted every six months thereafter as applicable for any registered service continuing after six months. The Contractor may not alter the standardized assessment form provided by NWCCOG; however, the Contractor may attach as separate sheet(s) an addendum to the assessment to meet any additional program/service specific needs. Any addendum must be approved in advance by NWCCOG. Eligibility for services provided under this Contract shall be only that the individual receiving service is age 60 or above unless other eligibility requirements exists within Rule Manual Volume 10 or SUA Policy and Procedure for the contracted service. 1.4.1 Records. The Contractor agrees to retain all records pertinent to this Contract for a period of three years after final payment hereunder. In the event that activities or costs are questioned by audit, records shall be retained until all questioned items are resolved. Contractor shall maintain confidentiality of information relating to specific consumers by ensuring that such information is gathered only with the informed consent of the consumer, such information is used only for the purposes gathered, adequate security of records is maintained to prevent unauthorized use, access to consumer records and identifiable information is limited only to program staff, and consumer files are kept under lock and key after use. Contractor shall maintain the confidentiality of protected health information as required by law, including the consumer’s individually identifiable health information. 1.4.2 Accounting Records. Records which identify adequately the source and application of funds for Contract activities shall be maintained for the period provided in 1.4.1 above and shall comply with the requirements of the Older Americans Act, Colorado Revised Statutes, Rule Manual Volume 10 and the SUA Policy and Procedure Manual, as from time to time amended. 1.4.3 Contractor Audits. The Contractor shall ensure that an annual independent audit is conducted of the Contractor's financial records in accordance with the requirements of 2 C.F.R. Part 220 subpart F. The Contractor shall, upon request, make a copy of the audit available for review by NWCCOG and/or SUA. All activities and costs charged under this Contract shall be in accordance with the provisions of the Older Americans Act, Colorado Revised Statutes, Rule Manual Volume 10 and the SUA Policy and Procedure Manual, as from time to time amended, including but not limited to compliance with cost principles set forth in: 2 C.F.R. Part 220 (OMB Circular A-21); 2 C.F.R. Part 225 (OMB Circular A-87), 2 C.F.R. Part 230 (OMB Circular A-122); and Federal Acquisition Regulations at 48 C.F.R. Part 31.2, whichever may apply. Should an audit or other financial review disallow any reimbursed costs, the disallowed funds shall be returned to NWCCOG or, in NWCCOG’s discretion and to the extent permitted by Federal and State law and regulations, offset against current or future payments to Contractor. Failure to fulfill these audit obligations is a breach of this Contract and will subject Contractor to all remedies available herein and at law, including all funds being due and payable back to NWCCOG. 1.4.4 Audits and Inspections. During the Contract period, the retention period and as long thereafter as the records are maintained, at any time during normal business hours, Contractor shall make available to NWCCOG, HHS, the State and the Comptroller General of the United States, or their authorized representatives, any books, documents, papers or other records of the Contractor with respect to all matters covered by this Contract in order to make audit, examination, excerpts, and transcripts. Contractor acknowledges that disclosure of protected health information to NWCCOG, HHS, the State and the Comptroller General of the United DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 B6 States and their authorized representatives is permitted pursuant to Federal law. Failure to make records available for inspection within 72 hours of notice shall be deemed a violation of the Contract. 1.4.5 Additional Records Required. Contractors shall develop and maintain the records required by applicable laws and regulations including but not limited to Section 401.7 of the SUA Policy and Procedure Manual and including the following records: personnel records for each employee to include documentation of training, documentation of supervision, and documentation of current licensure if applicable; a Targeting Plan; Emergency Response Plan (if nutrition and/or transportation provider); confidentiality procedures; procedures for handling and reporting of critical incidents, including accidents, suspicion of abuse, neglect or exploitation, and criminal activity; a log of all complaints and critical incidents; records for each older adult served; and travel documentation policies and procedures. These shall be maintained by the Contractor and made available to NWCCOG, SUA and/or their authorized representatives upon request. 1.5.1 Income. Program income, including participant contributions, earned by the Contractor from activities which are supported by this Contract shall be added to funds committed to the project or program and used for allowable costs of services under the Contract to further the objectives of this Contract as provided under 45 CFR 74.24(b)(1). Program income must be fully expended within the reporting month it was received and cannot be carried over for any period of time. 1.5.2 Income Accounting Records. Program income must be accounted for according to the additional costs alternative specified in Section 1.5.1 above and pursuant to 45 CFR, Section 74.24. 1.6.1 Equal Employment Opportunity. The Contractor agrees to comply with all applicable Federal laws, regulations, and orders regarding "Equal Employment Opportunity", as from time to time amended, and to execute such provisions as are required under Exhibit "C" attached hereto. 1.7 Handicapped. The Contractor will not discriminate in employment on the basis of handicap against any qualified handicapped person and agrees to take positive steps to employ and advance in employment qualified handicapped persons and to comply with Department of Human Services Regulations (45 CFR Part 84), as from time to time amended. 1.8 Publication, Reproduction and Use of Material. Material produced in whole or in part under this Contract may not be subject to copyright laws. 1.9 Procurement. All procurement transactions for supplies, equipment and services shall be conducted in a manner to provide, to the maximum extent practicable, open and free competition as provided under 45 CFR, Part 74, Subpart C, as from time to time amended, and shall comply with the provisions of 45 CFR, Part 74, Subpart C. 1.10 Work Hours. The Contractor shall comply with the Contract Work Hours and Safety Standards Act and comply with the Department of Labor Regulations (29 CFR Part 5), as from time to time amended. 1.11 Interest of Contractor. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. No person DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 B7 having any such interest shall be employed or participate in any decision relative to this Contract. 1.12 Assignability. The Contractor shall not assign any interest in this Contract, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of NWCCOG thereto; provided, however, that claims for money due or to become due to the Contractor from NWCCOG under this Contract may be assigned to a bank or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished to NWCCOG. 1.13 Influencing Legislation. To the extent prohibited by Federal or State law, as from time to time amended, no part of this Contract shall be used to pay the salary or expenses of any person or any organization acting for the Contractor to engage in any activity designed to influence legislation or appropriations pending before the Congress, or legislation or appropriations pending before the State General Assembly. 1.14.1 Te rmination for Cause. If, through any cause, the Contractor shall fail to fulfill in timely and proper manner with Contractor obligations under this Contract or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Contract, NWCCOG shall thereupon have the right to terminate this Contract by giving written notice termination via hand delivery or given by certified or registered mail to the Contractor of such termination, the reasons for such termination, and specifying the effective date thereof, at least 5 days before the effective date of such termination, unless a shorter time is set forth herein for any failure to fulfill Contractor’s obligations. 1.14.2 Mutual Termination. The parties may terminate this Contract upon mutual written consent, which instrument shall set forth the effective date of the termination and any procedures to be followed incident to such mutual termination. 1.14.3 Termination for the Convenience of NWCCOG. NWCCOG may terminate this Contract at any time by giving written notice to the Contractor of such termination via hand delivery or given by certified or registered mail. If the Contract is terminated by NWCCOG as provided herein, the Contractor shall be entitled to receive compensation for services performed prior to the effective date of such termination, subject to such services being completed to the satisfaction of NWCCOG, and except as provided in Section 6.0 of this Contract. 1.14.4 Project Material. In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other material prepared by the Contractor under this Contract shall, at the option of NWCCOG, become its property, and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. 1.14.5 Liability. Notwithstanding the above, the Contractor shall not be relieved of liability to NWCCOG for damages sustained by NWCCOG by virtue of any breach of the Contract by the Contractor, and NWCCOG may withhold any payments to the Contractor for the purpose of setoff until such time as the exact amount of damages due NWCCOG from the Contractor is determined. 1.15.1 Remedies. Where the Contractor violates or breaches terms of this Contract, NWCCOG, at its discretion, shall terminate said Contract subject to the provisions hereinabove stated, and, in addition, may institute such administrative, contractual or legal remedies DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 B8 available to NWCCOG as may be appropriate. In addition to the corrective actions set forth in section 1.16.2, NWCCOG may take one or more of the following actions, as appropriate in the circumstances: 1. Temporarily withhold payments pending correction of deficiency by the Contractor. 2. Disallow all or part of the cost of the activity or action not in compliance. 3. Wholly or partly suspend or terminate the Contract, including suspending the Contract and services provided under the Contract pending any audit or other investigation. 4. Withhold further Contracts with Contractor. 5. Take any other remedies that may be legally available. 1.15.2 Corrective Action. In the event the Contractor fails to provide adequate documentation as requested by NWCCOG, or in the event NWCCOG finds that Contractor is failing to conform to the terms and conditions of this Contract, then NWCCOG may, in its sole discretion and in addition to any other remedies it may have, including termination of this Contract, require that a corrective action plan be prepared by a date specified by NWCCOG and suspend payments under the Contract, such payments to begin only upon production by the Contractor of and compliance with a corrective action plan satisfactory to NWCCOG. Further, NWCCOG shall have the right, upon issuance of notice to the Contractor and without necessity of an Option Letter or amendment, to retain and reallocate to other contractors funds remaining under this Contract in the event of any termination or any failure of the Contractor to provide the service units listed in Exhibit A in accordance with this Contract or any corrective action plan. Nothing in this subsection shall require that NWCCOG accept a corrective action plan in lieu of exercising its rights to terminate this Contract. 1.15.3 Erroneous Payments. Unless prohibited by Federal or State law or regulation, any costs incurred by the Contractor that are later found to be disallowed or ineligible for payment under this Contract shall be reimbursed by the Contractor to NWCCOG , or offset against current or future payments due by NWCCOG to the Contractor, at NWCCOG’s election. THIS CONCLUDES the provisions of these supplementary terms and conditions. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 C1 EXHIBIT C ASSURANCE OF COMPLIANCE WITH THE DEPARTMENT OF HEALTH AND HUMAN SERVICES REGULATION UNDER TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 AND SECTION 504 OF THE REHABILITATION ACT OF 1973 The Contractor HEREBY AGREES to comply with Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and all requirements imposed by or pursuant to Regulations of the Department of Health and Human Services (HHS) (45 CFR Part 80) issued pursuant to that title, and to comply with Section 504 of the Rehabilitation Act of 1973 (P.L. 93-112 ) and all requirements imposed by or pursuant to the Regulations of the HHS (45 CFR Part 84) issued pursuant to the Act, all as from time to time amended, to the end that, in accordance with Title VI, the Act and Regulations, no person in the United States shall, on the grounds of race, color, national origin, or non- qualified handicap, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the Contractor receives Federal financial assistance from NWCCOG, a recipient of Federal financial assistance from HHS; and HEREBY GIVES ASSURANCE THAT it will immediately take any measures necessary to effectuate this agreement. If any real property or structure thereon is provided or improved with the aid of Federal financial assistance extended to the Contractor by NWCCOG, this assurance shall obligate the Contractor, or in the case of any transfer of such property, any transferee, for the period during which the real property or structure is used for a purpose for which the Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is so provided, this assurance shall obligate the Contractor for the period during which it retains ownership or possession of the property. In all other cases, this assurance shall obligate the Contractor for the period during which the Federal financial assistance is extended to it by NWCCOG. THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all Federal grants, loans, contracts, property, discounts or other Federal financial assistance extended after the date hereof to the Contractor by NWCCOG, including installment payments after such date on account of applications for Federal financial assistance which were approved before such date. The Contractor recognizes and agrees that such Federal financial assistance will be extended in reliance on the representations and agreements made in this assurance, and that NWCCOG or the United States or both shall have the right to seek judicial enforcement of this assurance. This assurance is binding on the Contractor, its successors, transferees, and assignees. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 D1 EXHIBIT D INDEMNIFICATION & INSURANCE Section 1. Indemnification. To the extent allowable by law, the Contractor agrees to indemnify and hold harmless the State of Colorado, NWCCOG, their officers, employees, and insurers, from and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Contract, if such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of the Contractor, any subcontractor or subcontractor of the Contractor, or any officer, employee, representative, or agent of the Contractor or of any subcontractor or subcontractor of the Contractor, or which arise out of any workers’ compensation claim of any employee of the Contractor or of any employee of any subcontractor or subcontractor of the Contractor. The Contractor agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims, or demands at the sole expense of the Contractor. The Contractor also agrees to bear all other costs and expenses related thereto, including court costs and attorney fees, whether or not any such liability, claims, or demands alleged are groundless, false, or fraudulent. 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 for the parties, of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. or the Federal Tort Claims Act, 28 U.S.C. § 2671 et seq. as applicable, as now or hereafter amended. The Contractor, by execution of this Contract containing this indemnification clause, is relying upon and does not waive the operation of any law concerning the Contractor’s ability to indemnify. Section 2. Insurance. (a) The Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by the Contractor pursuant to Section 1 of this Exhibit D. Such insurance shall be in addition to any other insurance requirements imposed by this agreement or by law. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 1 of this Exhibit D by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types. (b) Contractor shall procure and maintain, and shall cause each subcontractor hired to perform services under this Agreement pursuant to its’ obligations herein to procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurers acceptable to NWCCOG . All coverages shall be continuously maintained through the term of this contract to cover all liability, claims, demands, and other obligations assumed by the Contractor pursuant to Section 1 of this Exhibit D. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage for a period of three years DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 D2 beyond the expiration of the contract. Evidence of qualified self-insured status may be substituted for the insurance requirements listed below. (1) Workers’ Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this agreement, and Employers' Liability insurance with minimum limits of ONE HUNDRED THOUSAND DOLLARS ($100,000) each accident, FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease policy limit, and ONE HUNDRED THOUSAND DOLLARS ($100,000) disease - each employee. Provide a waiver of subrogation in favor of NWCCOG. (2) General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal and advertising injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations, and shall provide for defense of sexual abuse and molestation claims for innocent insureds. The policy shall contain a severability of interests provision. (3) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate with respect to each of Contractor's owned, hired or non-owned vehicles assigned to or used in performance of the services. (4) Security & Privacy Liability or Cyber Risk insurance to cover loss of Protected Health Information (“PHI”) data and claims based upon alleged violations of privacy rights through improper use or disclosure of PHI with minimum annual limits as follows: • Contractors with 10 or less clients and revenues of $250,000 or less shall maintain limits on Privacy Liability Insurance of not less than $50,000. • Contractors with 25 or less clients and revenues of $500,000 or less shall maintain limits on Privacy Liability Insurance of not less than $100,000. • Contractors with more than 25 clients and revenues of more than $500,000 shall maintain limits on Privacy Liability Insurance of not less than $1,000,000. (c) Every policy required above shall be primary insurance, and any insurance carried by NWCCOG, its officers, or its employees, shall be excess and not contributory insurance to that provided by Contractor. No additional insured endorsement to the policy required by paragraph (1) above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Contractor shall be solely responsible for any deductible losses under any policy required above. (d) A certificate of insurance evidencing coverage and naming NWCCOG, its officers and its employees as additional insureds on the general liability and automobile liability policies shall be completed by the Contractor's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by NWCCOG prior to commencement of the agreement. In the case of qualified self-insurance status, NWCCOG may require satisfactory evidence of sufficient funding for such purposes. The certificate shall identify this Contract and shall provide that coverages afforded under the policies shall not be cancelled, terminated or materially changed until at least DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 D3 30 days prior written notice has been given to NWCCOG. The completed certificate and/or evidence of qualified self-insured status must be sent with the signed Contract to: Northwest Colorado Council of Governments Attention: Alpine Area Agency on Aging PO Box 2308 Silverthorne, CO 80498 (e) Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of this agreement upon which NWCCOG may immediately terminate this agreement, or at its discretion, NWCCOG may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by NWCCOG shall be repaid by Contractor to NWCCOG upon demand, or NWCCO G may offset the cost of the premiums against any monies due to Contractor from NWCCOG. (f) NWCCOG reserves the right to request and receive a certified copy of any policy and any endorsement thereto. (g) The parties hereto understand and agree that NW CCOG is relying on, and does not waive or intend to waive by any provision of this agreement, the monetary limitations (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101 et. seq., C.R.S., as from time to time amended, or otherwise available to NWCCOG , its officers, or its employees. (h) Notwithstanding the above provisions, the Contractor, if a governmental entity, may elect to self-insure for any of the coverage areas required by subsections (b)(1) – (b)(3) of this Section 2. In such case, the Contractor shall maintain a claims fund that is available solely to pay claims against the Contractor that are proven or otherwise settled by the Contractor in its sole discretion. Such claims fund is intended for and available for only those purposes and is not available or allocated to fund a commitment or obligation, if any, or to defend or indemnify any party. Payments out of such funds may require approval by the Contractor’s governing body. It is understood and agreed that a commitment by the Contractor to self-insure by the creation of said claims fund does not commit the Contractor to otherwise appropriate funds to fund self-insurance for this Contract or for any other commitment of the Contractor, and it is further understood and agreed that the Contractor has not appropriated funds for such purpose. In case of such election to self-insure, the Contractor shall itself provide NWCCOG with written confirmation of the Contractor’s self-insured status and the existence of said claims fund. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 E1 EXHIBIT E APPROVED SUBCONTRACTORS* Custom Catering, LLC ECO Transit *NWCCOG may update the list of approved subcontractors as it deems appropriate. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 F1 EXHIBIT F OPTION LETTER-SAMPLE THIS OPTION LETTER is made and entered into this _______ day of _____________, 20____ by and between Northwest Colorado Council of Governments (“NWCCOG”) and _____________________________ (the “Contractor”) and shall extend/and or amend the terms of the contract referenced herein (the “Contract”). NOW THEREFORE, in consideration of the recitals, promises, payments, covenants, and undertakings hereinafter set forth, and other good and valuable consideration, which is hereby acknowledged and receipted for, NWCCOG and Contractor hereby agree to the following extension and/or amendments to said Contract: Contract Name: _________________________ Original Contract Date: _____________ Contractor Address: ______________________________________________________ Contract Number: _________________ Project Number: ___________________ Term End Date is Hereby Extended to: ________________________________ Funding levels and updated Scope/units for the fiscal year are provided in the attached AAA Supplemental Contract Information, which by reference is made a part of the original contract. IN WITNESS WHEREOF, NWCCOG and Contractor have executed this Option Letter as of the day and year first above set forth. NORTHWEST COLORADO COUNCIL OF GOVERNMENTS CONTRACTOR NAME By: By: __________________________ Jon Stavney Executive Director ATTEST: ATTEST: By: By: ________________________ Erin Fisher Alpine AAA Director DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 G1 EXHIBIT G HIPAA BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum (“Addendum”) is a part of the Contract between the Northwest Colorado Council of Governments (“NWCCOG”), Area Agency on Aging, and “Contractor”. For purposes of this Addendum, NWCCOG, Area Agency on Aging, is referred to as “AAA” 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. AAA entered into a HIPAA Business Associate Addendum (“State Addendum”) with the Department of Human Services, Division of Aging and Adult Services (“Covered Entity” or “CE”) as required by the HIPAA Regulations, the Privacy Rule (defined below), which requires the CE, prior to disclosing protected health information to AAA, to enter into a contract containing specific requirements 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 (“CFR”) and contained in this Addendum. B. Associate, as a sub-grantee of AAA, has access to certain information, some of which may constitute Protected Health Information (“PHI”) (defined below). C. As a subgrantee with access to PHI, Associate is a Business Associate and subject to obligations with respect to PHI under HIPAA in the same manner as the State Addendum. D. AAA 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, Public Law 104-191 (“HIPAA”) and regulations promulgated thereunder by the U.S. Department of Health and Human Services (the “HIPAA Regulations”) and other applicable laws, as amended. The parties agree as follows: 1. Definitions. a. Except as otherwise defined herein, capitalized terms in this Addendum shall have the definitions set forth in the HIPAA Privacy Rule at 45 CFR Parts 160 and 164, as amended (“Privacy Rule”). In the event of any conflict between the mandatory provisions of the Privacy Rule and the provisions of this Contract, the Privacy Rule shall control. Where the provisions of this Contract differ from those mandated by the Privacy Rule, but are nonetheless permitted by the Privacy Rule, the provisions of this Contract shall control. b. “Protected Health Information” or “PHI” means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, and shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45 CFR Section 160.103. c. “Protected Information” shall mean PHI provided by CE or AAA to Associate or created or received by Associate on CE’s or AAA’s behalf. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 G2 2. Obligations of Associate. a. Permitted Uses. Associate shall not use Protected Information except for the purpose of performing Associate’s obligations under this Contract and as permitted under this Addendum. Further, Associate shall not use Protected Information in any manner that would constitute a violation of the Privacy Rule if so used by CE or AAA, 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. b. Permitted Disclosures. Associate shall not disclose Protected Information in any manner that would constitute a violation of the Privacy Rule if disclosed by CE or AAA, 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 CFR Section 164.502(j)(1). To the extent that Associate discloses Protected Information to a third party, Associate must obtain, prior to making any such disclosure: (i) reasonable assurances from such third party that such Protected Information will be held confidential as provided pursuant to this Addendum and only disclosed as required by law or for the purposes for which it was disclosed to such third party; and (ii) an agreement from such third party to immediately notify Associate 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 consistent with applicable law as are necessary to prevent the use or disclosure of Protected Information other than as permitted by this Contract. Associate shall maintain a comprehensive written information privacy and security program consistent with applicable law 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. d. Reporting of Improper Use or Disclosure. Associate shall report to AAA in writing any use or disclosure of Protected Information other than as provided for by this Contract within five (5) days of becoming aware of such use or disclosure. e. Associate’s Agents. If Associate uses one or more subcontractors or agents to provide services under the Contract, and such subcontractors or agents receive or have access to Protected Information, each subcontractor or agent shall sign an agreement with Associate containing substantially the same provisions as this Addendum and further identifying CE and AAA as third party beneficiaries with rights of enforcement and indemnification from such subcontractors or agents in the event of any violation of such subcontractor or agent agreement. Associate shall implement and maintain sanctions against agents and subcontractors that violate such restrictions and conditions and shall mitigate the effects of any such violation. f. Access to Protected Information. Associate shall make Protected Information maintained by Associate or its agents or subcontractors in Designated Record Sets available to AAA by the deadline specified in a written request by AAA so that AAA may comply with any request(s) by CE to AAA for inspection and copying of records to enable CE or AAA to fulfill its obligations to permit individual access to PHI under the Privacy Rule, including, but not limited to, 45 CFR Section 164.524. g. Amendment of PHI. By the deadline specified in a written request from AAA for an amendment of Protected Information or a record about an individual contained in a Designated Record Set, Associate or its agents or subcontractors shall make such Protected Information available to AAA to provide to CE so that CE may fulfill its obligations with respect to requests by individuals to amend their DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 G3 PHI under the Privacy Rule, including, but not limited to, 45 CFR Section 164.526. If any individual requests an amendment of Protected Information directly from Associate or its agents or subcontractors, Associate must notify AAA in writing within two (2) days of receipt of the request. h. Accounting Rights. By the deadline specified in written notice by AAA of a request for an accounting of disclosures of Protected Information, Associate and its agents or subcontractors shall make available to AAA the information required to provide an accounting of disclosures so that AAA many forward such accounting disclosures on to CE so that CE may fulfill its obligations under the Privacy Rule, including, but not limited to, 45 CFR Section 164.528. As set forth in, and as limited by, 45 CFR Section 164.528, Associate shall not provide an accounting to AAA of disclosures: (i) to carry out treatment, payment or health care operations, as set forth in 45 CFR Section 164.506; (ii) to individuals of Protected Information about them as set forth in 45 CFR Section 164.502; (iii) pursuant to an authorization as provided in 45 CFR Section 164.508; (iv) to persons involved in the individual’s care or other notification purposes as set forth in 45 CFR Section 164.510; (v) for national security or intelligence purposes as set forth in 45 CFR Section 164.512(k)(2); or (vi) to correctional institutions or law enforcement officials as set forth in 45 CFR Section 164.512(k)(5). Associate agrees to implement a process that allows for an accounting to be collected and maintained by Associate and its agents or subcontractors for at least six (6) years prior to the request, but not before the compliance date of the Privacy Rule. At a minimum, such information shall include: (i) the date of disclosure; (ii) the name of the entity or person who received Protected Information and, if known, the address of the entity or person; (iii) a brief description of Protected Information disclosed; and (iv) a brief statement of purpose of the disclosure that reasonably informs the individual of the basis for the disclosure, or a copy of the individual’s authorization, or a copy of the written request for disclosure. In the event that the request for an accounting is delivered directly to Associate or its agents or subcontractors, Associate shall within five (5) days of the receipt of the request forward it to AAA in writing, which will forward such request to CE. It shall be CE’s responsibility to prepare and deliver any such accounting requested. Associate shall not disclose any Protected Information except as set forth in Section 2(b) of this Addendum. i. Governmental Access to Records. Associate shall make its internal practices, books and records relating to the use and disclosure of Protected Information available to the Secretary of the U.S. Department of Health and Human Services (the “Secretary”), in a time and manner designated by the Secretary, for purposes of determining CE’s compliance with the Privacy Rule. Associate shall provide to AAA a copy of any Protected Information that Associate provides to the Secretary concurrently with providing such Protected Information to the Secretary. AAA shall subsequently provide such information to CE. j. Minimum Necessary. Associate (and its agents or subcontractors) shall only request, use and disclose the minimum amount of Protected Information necessary, to the extent practicable, to accomplish the purpose of the request, use or disclosure, in accordance with the Minimum Necessary requirements of the Privacy Rule including, but not limited to 45 CFR 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. l. Retention of Protected Information. Notwithstanding 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 after termination of the Contract. m. Associate’s Insurance. Associate shall maintain casualty and liability insurance to cover loss of PHI data and claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. All such policies shall meet or exceed the minimum insurance requirements of the Contract (e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status and notice of cancellation). DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 G4 n. Notification of Breach. During the term of this Contract, Associate shall notify AAA within twenty-four (24) hours of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations. Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. o. Audits, Inspection and Enforcement. Within ten (10) days of a written request by CE or AAA, Associate and its agents or subcontractors shall allow CE or AAA 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 or AAA shall mutually agree in advance upon the scope, timing and location of such an inspection; (ii) CE and AAA shall protect the confidentiality of all confidential and proprietary information of Associate to which CE or AAA has access during the course of such inspection; and (iii) CE or AAA shall execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested by Associate. The fact that CE or AAA 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 or AAA’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 or AAA’s enforcement rights under the Contract. p. Safeguards During Transmission. Associate shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of Protected Information transmitted to AAA pursuant to the Contract, in accordance with the standards and requirements of the Privacy Rule, until such Protected Information is received by AAA, and in accordance with any specifications set forth in Attachment A. q. Restrictions and Confidential Communications. Within ten (10) business days of notice by CE or AAA of a restriction upon uses or disclosures or request for confidential communications pursuant to 45 C.F.R. 164.522, Associate will restrict the use or disclosure of an individual’s Protected Information, provided Associate has agreed to such a restriction. Associate will not respond directly to an individual’s requests to restrict the use or disclosure of Protected Information or to send all communication of Protect Information to an alternate address. Associate will refer such requests to the CE or the AAA so that the CE or the AAA can coordinate and prepare a timely response to the requesting individual and provide direction to Associate. 3. Obligations of AAA. a. Safeguards During Transmission. AAA shall be responsible for using appropriate safeguards consistent with applicable law to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Associate pursuant to this Contract, in accordance with the standards and requirements of the Privacy Rule, until such PHI is received by Associate, and in accordance with any specifications set forth in Attachment A. b. Notice of Changes. AAA shall provide Associate with a copy of any notices of changes that it receives from the State pursuant to the State Addendum, including the following: 1) notice of privacy practices produced in accordance with 45 CFR Section 164.520, as well as any subsequent changes or limitation(s) to such notice, to the extent such changes or limitations may effect Associate’s use or disclosure of Protected Information; 2) any changes in, or revocation of, permission to use or disclose Protected Information, to the extent it may affect Associate’s permitted or required uses or disclosures; and 3) to the extent that it may affect Associate’s permitted use or disclosure of PHI, any restriction on the use or disclosure of Protected Information that CE and AAA has agreed to in accordance with 45 CFR Section 164.522. CE or AAA may effectuate any and all such notices of non- DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 G5 private information via posting on CE’s or AAA’s web site. Associate shall monitor CE’s and AAA’s designated web site for notice of changes to CE’s and AAA’s HIPAA privacy policies and practices. 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 AAA, shall constitute a material breach of this Contract and shall provide grounds for immediate termination of this Contract by AAA 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, AAA may notify Associate in writing of the non-performance, and if not promptly corrected within the time specified, AAA 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 AAA, Associate shall take timely, reasonable and necessary action to protect and preserve property in the possession of Associate in which AAA has an interest. (3) Compensation. Payment for completed supplies delivered and accepted by AAA shall be at the Contract price. In the event of a material breach under paragraph 4a, AAA may withhold amounts due Associate as AAA deems necessary to protect AAA against loss from third party claims of improper use or disclosure and to reimburse AAA 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 AAA 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 AAA shall take reasonable steps to cure such breach or end such violation, as applicable. If AAA’s efforts to cure such breach or end such violation are unsuccessful, AAA shall either (i) terminate the Contract, if feasible or (ii) if termination of this Contract is not feasible, AAA shall report Associate’s breach or violation to the Secretary of the Department of Health and Human Services. c. Judicial or Administrative Proceedings. Either party may terminate the Contract, effective immediately, if (i) the other party is named as a defendant in a criminal proceeding for a violation of HIPAA, the HIPAA Regulations or other security or privacy laws or (ii) a finding or stipulation that the other party has violated any standard or requirement of HIPAA, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined. 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 AAA that such PHI has been destroyed. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 G6 (2) If Associate believes that returning or destroying the Protected Information is not feasible, Associate shall promptly provide AAA notice of the conditions making return or destruction infeasible. Upon mutual agreement of AAA and Associate that return or destruction of Protected Information is infeasible, Associate shall continue to extend the protections of Sections 2(a), 2(b), 2(c), 2(d) and 2(e) of this Addendum to such information, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 5. Injunctive Relief. AAA shall have the right to injunctive and other equitable and legal relief against Associate or any of its subcontractors or agents in the event of any use or disclosure of Protected Information in violation of this Contract or applicable law. Associate acknowledges and agrees that in the event of such impermissible use or disclosure of Protected Information, AAA may seek injunctive relief if: (1) AAA will suffer real, immediate, and irreparable injury which will be prevented by injunctive relief; (2) that AAA has no plain, speedy, and adequate remedy at law; (3) that the granting of a preliminary injunction will promote the public interest in privacy rather than disserve the public interest; (4) that the balance of equities always favors the injunction in such cases; (5) that the injunction will preserve the status quo pending a trial on the merits; and (6) that AAA shall not be required to demonstrate a reasonable probability of success on the merits in order to obtain injunctive relief. 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, C.R.S. 24-10-101 et seq. or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now in effect or hereafter amended. 7. Limitation of Liability. Any limitation of Associate’s liability in the Contract shall be inapplicable to the terms and conditions of this Addendum. 8. Disclaimer. AAA makes no warranty or representation that compliance by Associate with this Contract, HIPAA or the HIPAA Regulations will be adequate or satisfactory for Associate’s own purposes. Associate is solely responsible for all decisions made by Associate regarding the safeguarding of PHI. 9. Certification. To the extent that CE or AAA determines an examination is necessary in order to comply with CE’s or AAA’s legal obligations pursuant to HIPAA relating to certification of its security practices, CE or AAA or its authorized agents or contractors, may, at CE’s or AAA’s expense, examine Associate’s facilities, systems, procedures and records as may be necessary for such agents or contractors to certify to CE or AAA the extent to which Associate’s security safeguards comply with HIPAA, the HIPAA Regulations or this Addendum. 10. Amendment. a. Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Addendum may be required to provide for procedures to ensure compliance with such developments. This Addendum may be amended upon written notice by AAA to Associate, provided that such amendment is necessary to assure ongoing compliance with the State Addendum, HIPAA, the Privacy Rule and other applicable laws relating to the security or privacy of PHI. The parties understand and agree that CE and AAA must receive satisfactory written assurance from Associate that Associate will adequately safeguard all Protected Information. Upon the request of any party, the other party agrees to promptly enter into negotiations concerning the terms of an amendment to this Addendum embodying written assurances consistent with the standards and requirements of HIPAA, the Privacy Rule or other applicable laws. AAA 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 or AAA pursuant to this Section or (ii) Contractor does not enter into an amendment to this Contract providing assurances regarding the safeguarding of PHI that CE or AAA, in their discretion, deem sufficient to satisfy the standards and requirements of HIPAA and the Privacy Rule. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 G7 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 or AAA, at no cost to CE or AAA, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against AAA, its directors, officers or employees based upon a claimed violation by associate, its subcontractors, employees or agent of HIPAA, the Privacy Rule or other laws relating to security and privacy or PHI covered by this Addendum, except where Associate or its subcontractor, employee or agent is a named adverse party. 12. Third Party Beneficiaries. The Department of Human Services, Division of Aging and Adult Services, is a Third Party Beneficiary to this Agreement with rights of enforcement and indemnification, if permitted by law, in the event of any violation of the Contract. Nothing express or implied in this Contract is intended to confer, nor shall anything herein confer, upon any person other than The Department of Human Services, Division of Aging and Adult Services, CE, Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail over any provisions in the Contract that may conflict or appear inconsistent with any provision in this Addendum. Together, the Contract and this Addendum shall be interpreted as broadly as necessary to implement and comply with HIPAA and the Privacy Rule. The parties agree that any ambiguity in this Contract shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the Privacy Rule. This Contract supersedes and replaces any previous separately executed HIPAA addendum between the parties. 14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary, Associate’s obligations under Section 4(d) (“Effect of Termination”) shall survive termination of this Contract and shall be enforceable by CE and AAA as provided herein in the event of such failure to perform or comply by the Associate. 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. AAA Representative: Name: Erin Fisher Title: Director Department and Division: Area Agency on Aging Address: 249 Warren Ave; PO Box 2308 Silverthorne, CO 80498 DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 G8 Contractor/ Associate Representative: Name: __________________________________ Title: Chair, Board of County Commissioners for Eagle County, Colorado Provide Notice to Department/Division: Eagle County Public Health and Environment Attention Carly Rietmann Address: POB 660, Eagle CO 81631 551 Broadway, Eagle, CO 81631 DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 G9 ATTACHMENT A to EXHIBIT G This Attachment sets forth additional terms to the HIPAA Business Associate Addendum, which is part of the Contract between NWCCOG and Contractor and is effective as of November 1, 2009 (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 NWCCOG 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 NWCCOG 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 NWCCOG 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 NWCCOG or the State 6. Additional Terms. [This section may include specifications for disclosure format, method of transmission, use of an intermediary, use of digital signatures or PKI, authentication, additional security of privacy specifications, de-identification or re-identification of data and other additional terms.] None DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 H1 EXHIBIT H E-VERIFY FEDERAL CONTRACTOR RULE EMPLOYMENT ELIGIBILITY VERIFICATION (a) Definitions. As used in this clause— Commercially available off-the-shelf (COTS) item— (1) Means any item of supply that is— (i) A commercial item (as defined in paragraph (1) of the definition at 2.101); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural products and petroleum products. Per 46 CFR 525.1(c)(2), “bulk cargo” means cargo that is loaded and carried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenous characteristics. Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to mark and count and, therefore, ceases to be bulk cargo. Employee assigned to the contract means an employee who was hired after November 6, 1986, who is directly performing work, in the United States, under a contract that is required to include the clause prescribed at 22.1803. An employee is not considered to be directly performing work under a contract if the employee— (1) Normally performs support work, such as indirect or overhead functions; and (2) Does not perform any substantial duties applicable to the contract. Subcontract means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders. Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor. United States, as defined in 8 U.S.C. 1101(a)(38), means the 50 States, the District of Columbia, Puerto Rico, Guam, and the U.S. Virgin Islands. (b) Enrollment and verification requirements. (1) If the Contractor is not enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall— (i) Enroll. Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of contract award; (ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verify to initiate verification of employment eligibility of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); and (iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verification within 90 calendar days after date of enrollment or within 30 calendar days of the employee’s assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section). (2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall use E-Verify to initiate verification of employment eligibility of— (i) All new employees. (A) Enrolled 90 calendar days or more. The Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or (B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a Federal Contractor in E-Verify, the Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 H2 (ii) Employees assigned to the contract. For each employee assigned to the contract, the Contractor shall initiate verification within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section). (3) If the Contractor is an institution of higher education (as defined at 20 U.S.C. 1001(a)); a State or local government or the government of a Federally recognized Indian tribe; or a surety performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond, the Contractor may choose to verify only employees assigned to the contract, whether existing employees or new hires. The Contractor shall follow the applicable verification requirements at (b)(1) or (b)(2), respectively, except that any requirement for verification of new employees applies only to new employees assigned to the contract. (4) Option to verify employment eligibility of all employees. The Contractor may elect to verify all existing employees hired after November 6, 1986, rather than just those employees assigned to the contract. The Contractor shall initiate verification for each existing employee working in the United States who was hired after November 6, 1986, within 180 calendar days of — (i) Enrollment in the E-Verify program; or (ii) Notification to E-Verify Operations of the Contractor’s decision to exercise this option, using the contact information provided in the E-Verify program Memorandum of Understanding (MOU). (5) The Contractor shall comply, for the period of performance of this contract, with the requirements of the E-Verify program MOU. (i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate the Contractor’s MOU and deny access to the E-Verify system in accordance with the terms of the MOU. In such case, the Contractor will be referred to a suspension or debarment official. (ii) During the period between termination of the MOU and a decision by the suspension or debarment official whether to suspend or debar, the Contractor is excused from its obligations under paragraph (b) of this clause. If the suspension or debarment official determines not to suspend or debar the Contractor, then the Contractor must reenroll in E-Verify. (c) Web site. Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify . (d) Individuals previously verified. The Contractor is not required by this clause to perform additional employment verification using E-Verify for any employee— (1) Whose employment eligibility was previously verified by the Contractor through the E-Verify program; (2) Who has been granted and holds an active U.S. Government security clearance for access to confidential, secret, or top secret information in accordance with the National Industrial Security Program Operating Manual; or (3) Who has undergone a completed background investigation and been issued credentials pursuant to Homeland Security Presidential Directive (HSPD)-12, Policy for a Common Identification Standard for Federal Employees and Contractors. (e) Subcontracts. The Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for identification of the parties), in each subcontract that— (1) Is for—(i) Commercial or noncommercial services (except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item); or (ii) Construction; (2) Has a value of more than $3,000; and (3) Includes work performed in the United States. DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656 I1 Exhibit I Pre-Contract Certification in Compliance with C.R.S. Section 8-17.5-102(1) The undersigned hereby certifies as follows: That at the time of providing this certification, the undersigned does not knowingly employ or contract with an illegal alien; and that the undersigned will participate in the E-Verify program or the Department program, as defined in C.R.S. § § 8-17.5-101(3.3) and 8-17.5-101(3.7), respectively, in order to confirm the employment eligibility of all employees who are newly hired for employment to perform under the public contract for services. Contractor: __________________________ By_________________________ Title:_______________________ ___________________________ Date * This Exhibit J shall not apply to the following types of contracts: (1) intergovernmental agreements; (2) agreements for information technology services or products and services; (3) agreements relating to the offer, issuance, or sale of securities; (4) agreements for investment advisory services or fund management services; (5) any grant, award, or contract funded by any federal or private entity for any research or sponsored project activity of an institution of higher education or an affiliate of an institution of higher education that is funded from moneys that are restricted by the entity under the grant, award, or contract, pursuant to C.R.S. § 8-17.5- 101(6)(b). DocuSign Envelope ID: 0FC03F02-BC3F-4D87-9C3B-BB4B3F842656