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Home My WebLink AboutC20-240 NWCCOG - Alpine Area Agency on AgingNWCCOG / Alpine AAA Contract SFY 2020-2022 Page 1 NORTHWEST COLORADO COUNCIL OF GOVERNMENTS CONTRACT & SIGNATURE PAGE Contract#: ECPH20-22 Agency Northwest Colorado Council of Governments Contractor Eagle County, Colorado through its Public Health and Environment Department Alpine Area Agency on Aging Contract Maximum Amount Initial Term Effective Date July 1, 2020 Contract Performance Beginning Date July 1, 2020 6 months State Fiscal Year 2020 $77,259.50 Option Letters Initial Contract Expiration Date December 31, 2020 6 months State Fiscal Year 2020 6 months State Fiscal Year 2021 $77,259.50$77,259.50 NWCCOG agrees to reimburse Contractor for allowable project expenses per State Fiscal Year up to but not exceeding the amount of $154,519 shown in the attached Exhibit A. 6 months State Fiscal Year 2021 $77,259.50 Maximum Amount for All Fiscal Years $309,038 Pricing/Funding Price Structure: Actual Cost Reimbursement Fund Source: Older Americans Act Federal Funds & State Funding for Senior Services State Funds CFDA # 93.043: Federal Part D 93.044: Federal Part B 93.045: Federal Parts C1 and C2 93.052: Federal Part E Insurance Contractor shall maintain the following insurance: Worker's Compensation General Liability Automobile Liability Protected Information NWCCOG Representative Erin Fisher Director NWCCOG/ Alpine Area Agency on Aging 249 Warren Avenue / PO Box 2308 Silverthorne CO 80498 970-455-1067 efisher@nwccog.org Contractor Representative Carly Rietmann Healthy Aging Program SupervisorEagle County Public Health & Environment PO Box 660 Eagle, CO 81631 970-328-8896Carly.rietmann@eaglecounty.us DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 C20-240 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 2 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 ____________, 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 Eagle County, Colorado Executive Director County Commissioner DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 7/1/2020 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 3 PURCHASE OF SERVICES CONTRACT TITLE III OF THE OLDER AMERICANS ACT and STATE OF COLORADO OLDER COLORADANS ACT NORTHWEST COLORADO COUNCIL OF GOVERNMENTS ALPINE AREA AGENCY ON AGING 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”) 1) RECITALS a) The Alpine Area Agency on Aging, a program of the NWCCOG, is mandated under the provisions of the Older Americans Act (“OAA”) and the State Funding for Senior Services (“SFSS”) (referred to collectively as “OAA/SFSS”) to foster the development and implementation of comprehensive and coordinated service delivery system to secure and maintain maximum independence and dignity for older adults. b) NWCCOG is the recipient of funds under the OAA/SFSS. c) The NWCCOG desires to enter into this contract with Contractor to provide certain services and programs, which is expected to be financed partially under OAA/SFSS, in the Region 12 Planning and Service Area: Eagle, Grand, Jackson, Pitkin, and Summit Counties (the “Contract”). d) The Contractor is accountable to the NWCCOG for using funds obtained through this Contract appropriately in the delivery of the services for older adults and other eligible individuals and for complying with applicable state and federal laws, policies, audit requirements, contract requirements and State directives. e) The Contractor agrees to comply with all relevant provisions incorporated herein by reference and made a part of this Contract, as if fully set forth, in the monitoring and administration of this Contract. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 4 f) The NWCCOG and the State are authorized to monitor the Contractor’s use and management of these funds and to review the Contractor’s compliance with law, policies, audit requirements, contract requirements, and State policy directives. g) NWCCOG is authorized by statute to provide the Contractor with direction on the use of such funds and to enter into contracts that specify how the Contractor will use these funds to provide services in accordance with Older Americans Act Programs, as described in 12 Colorado Code of Regulations 2510-1 Rule Manual, Staff Manual Volume 10. h) Services cannot commence prior to an executed contract. NOW THEREFORE, NWCCOG and Contractor (collectively referred to herein as the “Parties”) mutually agree as follows: 2) SELECTION OF CONTRACTOR a) NWCCOG hereby selects the Contractor and the Contractor hereby agrees to perform the services hereinafter set forth within Exhibit A. b) A contract award (see 2 CFR 190.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1989 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties disbarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. c) Contractor represents and warrants that Contractor, its employees, agents, assigns, or Subcontractors, are not presently excluded from participation, debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded, or otherwise ineligible to participate in a “federal health care program” as defined in 42 U.S.C § 1320z-7b(f) or in any other governmental payment program by any federal or State of Colorado department or agency. d) If the Contractor, its employees, agents, assigns, or Subcontractors, are excluded from participation, or becomes otherwise ineligible to participate in any such program during the term of this contract, Contractor shall notify the NWCCOG in writing within three (3) days after such event. Upon the occurrence of such event, whether or not such notice is given to Contractor, the NWCCOG may immediately terminate this Contract. e) Public Contracts for Services i) Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E-Verify Program or the State verification program established DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 5 pursuant to §8-17.5-102(5)(c), C.R.S. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor: (1) shall not use E-Verify Program or the program procedures of the Colorado Department of Labor and Employment ("Department Program") to undertake pre- employment screening of job applicants while this Contract is being performed, (2) shall notify the Subcontractor and CDHS within 3 days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Contract, (3) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving the notice, and (4) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. f) Department of Labor and Employment i) 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 employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or §§8-17.5-101 et seq., C.R.S., NWCCOG may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages. g) General Background Checks i) Contractor shall conduct criminal background checks on their employees and volunteers providing services delivered via one-to-one contact with older adults per the State Unit on Aging Policy and Procedure Manual section 401.15. h) Colorado Adult Protective Services Data System Check (CAPS) i) Pursuant to Section 26-3.1-111(6)(a)(I), C.R.S., any agency or provider of Older Americans Act or State Funding for Senior Services (OAA/SFSS) services shall request a Colorado Adult Protective Services (CAPS) background check prior to hiring or contracting with a new employee who will provide direct care to an at-risk adult per the State Unit on Aging Policy and Procedure Manual section 401.16. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 6 3) INDEPENDENT CONTRACTOR a) Contractor agrees and understands that Contractor is an independent contractor providing services to the NWCCOG. Nothing in the Contract shall be deemed to make Contractor an agent, employee, or representative of the NWCCOG. b) Contractor shall not have the authority to bind the NWCCOG to any agreement, liability or understanding, without the written consent of NWCCOG. c) At all times during the term of the Contract, Contractor shall: i) provide and keep in force unemployment compensation insurance in the amounts required by law, herein set forth by Exhibit D, and ii) be solely responsible for its acts and those of its employees and agents. d) This contract is funded with Federal financial assistance funds and State funds. The Contractor of this Program is considered an independent contractor of Title III Federal financial assistance, subject to audit requirements under Title II Part 200 of the Code of Federal Regulations. 4) SCOPE OF SERVICES a) Contractor shall do, perform, and carry out, in a satisfactory manner, as determined by NWCCOG, all work elements summarized in Exhibit A of the Contract which is herein incorporated by reference and made a part of this Contract. 5) COMPLIANCE a) Contractor shall perform such services in compliance with all provisions and covenants of this Contract, including but not limited to compliance with all applicable statues, rules, regulations, covenants, conditions or stipulations governing the services to be provided. b) Contractor represents that it is competent to perform the services specified in this Contract. 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. c) None of the work or services covered by this Contract shall be sub-granted or subcontracted to any other party 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 subcontractor not previously approved. d) Conformance with Laws DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 7 i) Contractor agrees to comply with all applicable laws, rules, regulations, and ordinances of federal, state and local government authorities that have jurisdiction over Contractor or any of the contract work, or activities herein set forth by Exhibit A. Contractor shall obtain, at its own expense, all permits and licenses required of it by such authorities to enable Contractor to engage in the contract work. e) Compliance with Program Policies and Service Standards i) Contractor shall comply with applicable program policies and standards. Services shall be implemented according to these standards, unless the State has granted a waiver of compliance. Applicable Federal and State laws, rules, regulations and standards are listed in Exhibit B of the Contract. 6) TERM AND EFFECTIVE DATE a) Effective Date i) This Contract shall not be valid or enforceable until the Effective Date. The NWCCOG shall not be bound by any provision of this Contract before the Effective Date, and shall have no obligation to pay Contractor for any Work performed or expense incurred before the Effective Date or after the expiration or sooner termination of this Contract. b) Initial Term i) The Parties’ respective performances under this Contract shall commence on the Contract Performance Beginning Date shown on the Cover Pages for this Contract and shall terminate on the Initial Contract Expiration Date shown on the Cover Pages for this Contract (The “Initial Term”) unless sooner terminated or further extended in accordance with the terms of this contract. c) Performance Terms i) 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 term beginning on July 1, 2020 and ending December 31, 2020 and, upon execution by NWCCOG of an Option Letter as set forth below, the second six-month term beginning on January 1, 2021 and ending June 30, 2021. However, funding levels shall be awarded bi-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, 2020 whichever comes later. Services shall be undertaken in such sequence as to assure completion of all services required hereunder by December 31, 2020. Services cannot commence prior to an executed contract. ii) 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. Renewal of the Contract is contingent upon availability of funds, continuation of state/federally funded programs, annual Area Plan review, Contractor DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 8 performance/compliance, and organizational options for delivery of specified contracted services. d) Extension Term i) The NWCCOG at its discretion, shall have the option to extend the performance under this Contract beyond the Performance Terms above for a period, or for successive periods, at the same rates and under the same terms specified in the Contract (each such period an “Extension Term”). In order to exercise this option, the NWCCOG shall provide a written notice to Contractor in the form of an Option Letter. The NWCCOG may include and incorporate a revised budget with the option letter, as long as the revised budget does not unilaterally change rates or terms specified in the Contract. 7) FISCAL MANAGEMENT REQUIREMENTS a) OAA/SFSS Payor of Last Resort i) Contractor will not use OAA/SFSS funds to duplicate services that may be funded through Medicaid, Medicare, Title XX or other available federal, state, or local sources. b) Financial Management i) Contractor agrees to adhere to generally accepted accounting principles and procedures and maintain necessary source documentation for all revenues received and costs incurred. ii) The Contractor shall establish and maintain an accounting system that adequately identifies each revenue source and the application of funds. The accounting records shall contain information pertaining to projects, contracts or sub-awards, authorizations, obligations, unobligated balances, assets, liabilities, outlays, expenditures and revenue. Each funding source shall bear only reasonable and allowable costs. iii) Transactions and other significant events shall be clearly documented. The documentation is to be readily available for examination by persons authorized by the NWCCOG or State. iv) The Contractor shall establish and maintain adequate Internal Control systems and standards that apply to the operation of the organization. c) Contractor shall administer the program 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 conformance with 2 CFR Part 200 and Federal Acquisition DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 9 Regulations at 48 C.F.R. Part 31.2, whichever may apply. d) Contractor Audits i) 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 as allowable by law, including all funds being due and payable back to NWCCOG. e) NWCCOG, HHS, State and Federal Audits and Inspections i) 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 the 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 States and their authorized representatives is permitted pursuant to Federal law. Failure to make records available for inspection within seventy-two (72) hours of notice shall be deemed a violation of the Contract. 8) PAYMENTS TO CONTRACTOR a) Maximum Amount i) Payments to Contractor are limited to the unpaid, obligated balance of the Contract Funds. The NWCCOG shall not pay Contractor any amount within this Contract that exceeds the Contract Maximum for that term shown on the Signature and Cover Pages for this Contract. b) Administrative Requirements i) Contractor shall comply with all applicable provisions of 45 CFR, Part 74 and 45 CFR Part 92 regarding uniform requirements for the administration of U.S. Department of Health and Human Services (HHS) grants and principles for determining costs applicable to activities assisted by HHS grants. c) Payment Disputes i) If Contractor disputes any calculation, determination or amount of any payment, Contractor shall notify the NWCCOG in writing of its dispute within 30 days following the earlier to occur of Contractor’s receipt of the payment or notification of the determination or calculation of the payment by the NWCCOG. The NWCCOG will review the information presented by Contractor and may make changes to its DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 10 determination based on this review. The calculation, determination or payment amount that results from the NWCCOG’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the NWCCOG has concluded its review. d) Available Funds i) The NWCCOG is a recipient of State funds. The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal fund or funds from any other non-State funds constitute all or some of the Contract Funds the NWCCOG’s obligation to pay Contractor shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract shall be made only from Contract Funds, and the NWCCOG liability for such payments shall be limited to the amount remaining of such Contract Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Contract, the NWCCOG may, upon written notice, terminate this Contract, in whole or in part, without incurring further liability. The NWCCOG shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract were terminated in the public interest. e) Option to Adjust Maximum Amount i) The NWCCOG has the Option to Increase or Decrease Maximum Amount. Except as expressly provided in the Contract, any changes, including any increase or decrease in the amount of the Contract or changes in the scope of services shall be incorporated in a written notice. (1) In order to exercise this option, the NWCCOG shall provide to Contractor the information in an option letter. Option letters will be used for increasing the maximum amounts or when the delivery of services shall continue at the same rates and terms as described in this Contract. The NWCCOG may include and incorporate a revised budget with an option letter, as long as the revised budget does not unilaterally change rates or terms specified in the Contract. (2) In order to exercise this option, the NWCCOG shall provide to Contractor the information in a contract amendment for instances where the maximum amount is decreased or there is a change in the scope of service. ii) Delivery of services shall continue at the same rates and terms as described in this Contract. The NWCCOG may include and incorporate a revised budget with an option letter, as long as the revised budget does not unilaterally change rates or terms DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 11 specified in the Contract. If the change affects the scope of service or changes rates or terms, a contract amendment will be provided. f) Erroneous Payments i) 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 the 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. ii) The Contractor shall notify the Area Agency on Aging immediately if they believe they have received an overpayment or other erroneous or improper payment. The Contractor is required to refund any erroneous or improper payment within 90 days of written notice by the Area Agency on Aging. g) Requirements under the U.S. Department of Health and Human Services (“HHS”) grant i) The Parties agree if HHS or the State disapprove of the Contract or refuse or fail to make the grant to NWCCOG as contemplated by the Contract, then the Contract shall be void and shall not be binding on any parties hereto. Unearned payments under the Contract may be suspended or terminated in the event that 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 the Contract. 9) REIMBURSEMENT METHOD a) Contractor shall submit a monthly reimbursement request into the NWCCOG software system for services performed and expenses incurred within that month. Such report and request shall be filed on or before the fifteenth (15th) day of the following month in which services are provided, throughout the term of the Contract. b) Failure to submit the monthly reimbursement request by the fifteenth day of the following month will delay processing of payments until the next calendar month. Repeated failure and/or delay of submission of the monthly report and reimbursement request by the fifteenth day of the following month may result in cancelation or termination of the contract herein set forth in Section 6.a. c) Further, failure to submit the final month’s 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. d) Contractor is responsible for the timely filing, completeness and accuracy of all reimbursement requests. All payments are subject to verification by NWCCOG. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 12 10) NOTIFICATION a) Litigation Reporting i) If Contractor is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Contract or may affect Contractor’s ability to perform its obligations under this Contract, Contractor shall, within five (5) days after being served, notify the NWCCOG of such action. b) Performance Outside the State of Colorado or the United States, §24-102-206 C.R.S. i) To the extent not previously disclosed in accordance with §24-102-206, C.R.S, Contractor shall provide written notice to the NWCCOG within twenty (20) days following the earlier to occur of an execution of an agreement with a Subcontractor to perform services outside the State of Colorado or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado or the United States and the reason why it is necessary or advantageous to perform such Services at such a location or locations, and such notice shall be a public record. Knowing failure by Contractor to provide notice to the NWCCOG under this section shall constitute a breach of this Contract. This section shall not apply if the Contract Funds include any federal funds. 11) CONFLICT OF INTEREST a) Actual Conflict of Interest i) Contractor shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Contractor under this Contract. Such a conflict of interest would arise when a Contractor or Subcontractor’s employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the NWCCOG, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Contract. b) Apparent Conflicts of Interest i) Contractor acknowledges that, with respect to this Contract, even the appearance of a conflict of interest shall be harmful to the NWCCOG’s interests. Absent the NWCCOG’s prior written approval, Contractor shall refrain from any practices, activities, or relationships that reasonably appear to be in conflict with the full performance of Contractor’s obligations under this Contract. c) Disclosure to the NWCCOG DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 13 i) If a conflict or appearance of a conflict arises, or if Contractor is uncertain whether a conflict or the appearance of a conflict has arisen, Contractor shall submit to the NWCCOG a disclosure statement setting forth the relevant details for the NWCCOG’s consideration. Failure to promptly submit a disclosure statement or to follow the NWCCOG’s direction in regard to the actual or apparent conflict constitutes a breach of this Contract. d) Contractor shall maintain a written conflict of interest policy. Contractor shall provide the written conflict of interest policy to the NWCCOG upon request. 12) TERMS AND CONDITIONS a) The parties agree that this contract is also subject to the provisions set forth in Exhibits A, B, C, D, and E of the Contract, attached hereto and incorporated. b) Modification i) Except as otherwise provided in this Contract, any modification to this Contract shall only be effective if agreed to in a formal amendment to this Contract, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. c) Statutes, Regulations, Fiscal Rules, and Other Authority i) Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Contract. d) External Terms and Conditions i) Notwithstanding anything to the contrary herein, the NWCCOG shall not be subject to any provision included in any terms, conditions, or agreements appearing on Contractor’s or a Subcontractor’s website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Contract. e) Survival of Certain Contract Terms i) Any provision of this Contract that imposes an obligation on a Party after termination or expiration of the Contract shall survive the termination or expiration of the Contract and shall be enforceable by the other Party. f) CORA Disclosure i) To the extent not prohibited by federal law, this Contract and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 14 public release through CORA. g) Licenses, Permits, and Other Authorizations i) Contractor shall secure, prior to the Effective Date, and maintain at all times during the term of this Contract, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Contract, and shall ensure that all employees, agents, and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits, and other authorizations required to perform their obligations in relation to this Contract. h) Governmental Immunity i) Liability for claims for injuries to persons or property arising from the negligence of the NWCCOG, its departments, boards, commissions committees, bureaus, offices, and employees shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101. et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch 171 and 28 U.S.C.1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. i) Choice of Law, Jurisdiction, and Venue i) Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado. j) Software Piracy Prohibition i) State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such use of public funds. If the NWCCOG determines that Contractor is in violation of this provision, the NWCCOG may exercise any remedy available by law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. k) Fraud Policy i) Contractor shall comply with the current CDHS Fraud Policy. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 15 13) BREACH OF CONTRACT a) In the event of a Breach of Contract, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the Breach of Contract, at its sole expense, within thirty (30) days after the delivery of written notice, the Party may exercise any of the remedies as described in §15 for that Party. Not withstanding any provision of this Contract to the contrary, the NWCCOG, in its discretion, need not provide notice or a cure period and may immediately terminate this Contract in whole or in part or institute any other remedy in the Contract in order to protect the public interest of the NWCCOG; or if Contractor is debarred or suspended under §24-109-105, C.R.S., the NWCCOG, in its discretion, need not provide notice or cure period and may terminate this Contract in whole or in part or institute any other remedy in this Contract as of the date of the debarment or suspension takes effect. 14) CANCELLATION OR TERMINATION a) Termination of Contract for Cause i) If, through any cause, Contractor fails to fulfill in a timely and proper manner Contractor’s obligations under the Contract, or if Contractor violates any of the covenants, agreements, or stipulations of the Contract, NWCCOG shall thereupon have the right to terminate the Contract by giving written notice to Contractor of such termination, the reasons for such termination, and specifying the effective date of termination. Notice of termination of the Contract shall be mailed by Certified Mail, return receipt requested, at least thirty (30) calendar days prior to the effective date of termination, unless a shorter time is set forth herein for any failure to fulfill Contractor’s obligations. b) Mutual Termination i) The parties may mutually terminate the Contract upon consent by both Parties by preparing and executing a written notice of intent to terminate the Contract a minimum of thirty (30) calendar days prior to the effective date of termination. The written notice shall include the effective date of termination and the reason(s) for terminating the Contract. c) Termination by Contractor i) Contractor may terminate the Contract by submitting a written notice to NWCCOG no less than thirty (30) days prior to the termination date setting forth the reasons for such termination and specifying the effective date of termination. Contractor shall mail the written notice of termination to the NWCCOG by Certified Mail, return receipt requested. If Contractor terminates a portion of the Contract, NWCCOG, at its option may terminate the Contract in its entirety. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 16 d) Early Termination in the Public Interest i) Should the State implement the early termination clause as stated hereafter, the NWCCOG will also move forward with early termination in the public interest for this contract. The State and the NWCCOG entered into a Contract to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If the NWCCOG and State contract ceases to further the public interest of the State, the State, in its discretion, may terminate their Contract in whole or in part. A determination that this Contract should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. ii) Method and Content (1) The NWCCOG shall notify Contractor of such termination. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Contract, and shall include, to the extent practicable, the public interest justification for termination. iii) Obligations and Rights (1) Upon receipt of a termination notice for termination in the public interest, Contractor shall be subject to rights and obligations set forth in the Remedies section of this Contract. iv) Payments (1) If the NWCCOG terminates this Contract in the public interest, the NWCCOG shall pay Contractor an amount equal to the total reimbursement payable under this Contract that corresponds to the Work satisfactorily completed and accepted, as determined by the NWCCOG, less payments previously made. e) Project Material i) 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. 15) REMEDIES a) NWCCOG’s Remedies i) If Contractor is in breach under any provision of this Contract and fails to cure such breach, the NWCCOG shall have all of the remedies listed in this section in addition to all other remedies set forth in this Contract or by law. The NWCCOG may exercise DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 17 any or all of the remedies available to it, in its discretion, concurrently or consecutively. (1) Termination for Breach (a) In the event of Contractor’s uncured breach, the NWCCOG may terminate this entire Contract or any part of this Contract. Contractor shall continue performance of this Contract to the extent not terminated, if any. (i) Obligations and Rights 1. To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to the NWCCOG all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Contract’s terms. At the request of the NWCCOG, Contractor shall assign to the NWCCOG all of the Contractor’s rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the possession of Contractor but in which the NWCCOG has interest. At the NWCCOG’s request, Contractor shall return materials owned by the NWCCOG in Contractor’s possession at the time of any termination. Contractor shall deliver all completed Work Product and all Work Product that was in the process of completion to the NWCCOG at the NWCCOG’s request. (ii) Payments 1. Notwithstanding anything to the contrary, the NWCCOG shall only pay Contractor for accepted Work received as of the date of termination. If, after termination by the NWCCOG, the NWCCOG agrees that the Contractor was not in breach or that Contractor’s action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Contract had been terminated in the public interest. (iii) Damages and Withholding 1. Notwithstanding any other remedial action by the NWCCOG, Contractor shall remain liable to the NWCCOG for any damages sustained by the NWCCOG in connection with any breach by Contractor, and the NWCCOG may withhold payment to Contractor DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 18 for the purpose of mitigating the NWCCOG’s damages until such time as the exact amount of damages due to the NWCCOG from Contractor is determined. The NWCCOG may withhold any amount that may be due Contractor as the NWCCOG deems necessary to protect the NWCCOG against loss including, without limitation, loss as a result of outstanding liens and excess cost incurred by the NWCCOG in procuring from third parties replacement Work as cover. (2) Remedies Not Involving Termination (a) The NWCCOG, in its discretion, may exercise one or more of the following additional remedies: (i) Suspend Performance 1. Suspend Contractor’s performance with respect to all or any portion of Work pending corrective action as specified by the NWCCOG without entitling Contractor to an adjustment in price or cost or an adjustment in performance schedule. Contractor shall promptly cease performing Work and incurring costs in accordance with the NWCCOG’s directive, and the NWCCOG shall not be liable for costs incurred by Contractor after the suspension of performance. (ii) Withhold Payment 1. Withhold payment to Contractor until Contractor corrects its Work. (iii) Deny Payment 1. Deny payment for Work not performed, or that due to Contractor’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the NWCCOG; provided, that any denial of payment shall be equal to the value of the obligations not performed. (iv) Intellectual Property 1. If any Work infringes, or if the NWCCOG in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Contractor shall, as approved by the NWCCOG, (i) secure that right to use such Work for the NWCCOG and Contractor; (ii) replace the Work with non-infringing Work or modify the Work so that it becomes non- infringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the NWCCOG. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 19 b) Contractor’s Remedies (a) If the NWCCOG is in breach of any provision of this Contract and does not cure such breach, Contractor shall have all remedies available by law and equity. 16) CORRECTIVE ACTION a) In the event the NWCCOG finds that Contractor is failing to conform to the terms and conditions of the Contract, the NWCCOG in its sole discretion, and in addition to any other remedies it may have, may require that the Contractor prepare and comply with a corrective action plan by a specific date, and suspend further payments pending satisfactory compliance by Contractor. Upon issuance of notice to Contractor and without necessity of an Option Letter or contract amendment, the NWCCOG shall have the right to retain other contractors and reallocate funds remaining under the Contract in the event of termination, or failure of Contractor to provide the service units listed in Exhibit A in accordance with the Contract or a corrective action plan. Nothing in this subsection shall require that the NWCCOG accept a corrective action plan in lieu of exercising its rights to terminate the Contract. 17) DEFINITIONS The following terms shall be construed and interpreted as follows: a) “Breach of Contract" means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach. b) "Business Day" means any day other than Saturday, Sunday, or a Legal Holiday as listed in §24-11-101(1) C.R.S. c) "CJI" means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended and all Criminal Justice Records as defined under 24-72-302 C.R.S. d) "Contract" means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 20 future modifications thereto. e) "Contract Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the NWCCOG under this Contract. f) "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. g) "Effective Date" means the date on which this Contract is approved and signed by the NWCCOG or designee, as shown on the Cover Page for this Contract. h) "Exhibits" means the exhibits and attachments included with this Contract as shown on the Cover Pages for this Contract. i) "Extension Term" means the time period defined in §6.d. j) “Goods" means any movable material acquired, produced, or delivered by Contractor as set forth in this Contract and shall include any movable material acquired, produced, or delivered by Contractor in connection with the Services. k) "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation: i) successful attempts to gain unauthorized access to a State system or State Information regardless of where such information is located; ii) unwanted disruption or denial of service; iii) the unauthorized use of a State system for the processing or storage of data; or iv) changes to State system hardware, firmware, or software characteristics without the State's knowledge, instruction, or consent. l) "Initial Term" means the time period defined in §6.b. m) "Party" means NWCCOG or Contractor, and "Parties" means both NWCCOG and Contractor. n) "PCI" means payment card information including any data related to credit card holders' names, credit card numbers, or the other credit card information as may be protected by DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 21 state or federal law. o) "PII" means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of birth, mother's maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §24-72-501 C.R.S. p) "PHI" means any protected health information, including, without limitation 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. PHI includes, but is not limited to, any information defined as Individually Identifiable Health Information by the federal Health Insurance Portability and Accountability Act. q) "Services" means the services to be performed by Contractor as set forth in this Contract, and shall include any services to be rendered by Contractor in connection with the Goods. r) "State Confidential Information" means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the NWCCOG to Contractor which: i) is subject to disclosure pursuant to CORA; ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the NWCCOG; DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 NWCCOG / Alpine AAA Contract SFY 2020-2022 Page 22 iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or v) was independently developed without reliance on any State Confidential Information. s) "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202( l 3)(a), C.R.S. t) "State Fiscal Year" means a 12-month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. u) "State Records" means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. v) "Subcontractor" means third-parties, if any, engaged by Contractor to aid in performance of the Work. w) "Tax Information" means federal and State of Colorado tax information including, without limitation, federal and State tax returns, return information, and such other tax- related information as may be protected by federal and State law and regulation. Tax Information includes, but is not limited to all information defined as federal tax information in Internal Revenue Service Publication 1075. x) "Work" means the Goods delivered and Services performed pursuant to this Contract. y) "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product" does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Contract that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 A1 EXHIBIT A SCOPE OF SERVICES 1) SERVICE BUDGET Service Name Funding Amount Number of Units Required Match Congregate Meals $90,000 9,400 $10,000 Home Delivered Meals $24,519 2,000 $2,725 Transportation $40,000 2,900 $4,444 2) GEOGRAPHIC AREA a) The Contractor shall perform all the necessary services provided under this Contract for eligible clients who are residents of: i) Eagle County 3) SERVICE DESCRIPTIONS a) The Contractor shall provide the services described herein: i) Congregate Meals: A meal provided to an eligible individual in a congregate or group setting. The meal as served meets all of the requirements of the Older Americans Act and State/Local laws. As noted in Section IIA, meals provided to individuals through means-tested programs such as Medicaid Title XIX waiver meals or other programs such as state-funded means-tested programs are excluded from the NSIP meals figure. (1) 1 unit = 1 Meal ii) Home Delivered Meals: A meal provided to a qualified individual in his/her place of residence. The meal is served in a program administered by SUAs and/or AAAs and meets all of the requirements of the Older Americans Act and State/Local laws. As noted in Section IIA, meals provided to individuals through means-tested programs such as Medicaid Title XIX waiver meals or other programs such as state-funded means-tested programs are excluded from the NSIP meals figure. (1) 1 unit = 1 Meal iii) Transportation: Transportation is travel to or from one location to another in a vehicle. It does not include any other activity. (1) 1 unit = 1 One-way trip DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 B1 EXHIBIT B APPLICABLE LAWS, RULES, REGULATIONS, AND STANDARDS As required in the contact between NWCCOG and the State, the NWCCOG, the Contractor and its agent(s) shall at all times during the contract period strictly adhere to the applicable Federal and State laws, rules, and regulations, reference, including, but not limited to the documents hereafter: Compliance With Law: • Age Discrimination Act of 1975, 42 U.S.C. Section 6101- and its implementing regulation, 45 C.F.R. Part 91; • Age Discrimination in Employment Act of 1967, 29 U.S.C. 621 et seq.; • Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. 12101 et seq.; • The Drug Free Workplace Act of 1988, 41 U.S.C. 701 et seq.; • Equal Pay Act of 1963, 29 U.S.C. 206; • Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d et seq. and implementing regulations, 45 C.F.R. Parts 160 and 164; • Immigration Reform and Control Act of 1986, 8 U.S.C. 1324b; • Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84; • Titles VI & VII of the Civil Rights Act of 1964, 42 U.S.C. 2000(d) & (e); • The Personal Responsibility and Work Opportunity Reconciliation Act of 1996, 42 USC 604a, PL 104-193. See also State Executive Order D 015 00; • The Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments (Common Rule), at 45 CFR, Part 92; • The Uniform Administrative Requirements for Awards and Sub-awards to Institutions of Higher Education, Hospitals, Other Non-Profit Organizations, and Commercial Organizations (Common Rule), at 2 CFR 215; • Office of Management and Budget Guidance for Grants and Agreements 2 CFR Part 200. • The Hatch Act (5 USC 1501-1508) and Civil Service Reform Act, Public Law 95-454 Section 4728. • Departments of Labor, Health and Human Services, and Education and Related Agencies Appropriations Act, 1990, PL 101-166, Section 511. • 45 CFR Subtitle A, Department of Health and Human Services regulations. • The Single Audit Act Amendments of 1996, 31 USC 7501, Public Law 104-156, and 45 CFR 74.26. • The Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6062 of Public Law 110- 252, including without limitation all data reporting requirements required thereunder. This Act is also referred to as FFATA. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 B2 “Exhibit A, Statement of Work” of the State of Colorado Department of Human Services Section II, References: • Federal Older Americans Act; • Code of Federal Regulation (CFR), Title 45 Public Welfare; • Older Coloradans Act, C.R.S. 26-11-100.1 et seq.; • C.R.S. Title 25 Health and 26 Human Services Code; • Colorado Long-Term Care Ombudsman Act, C.R.S. 26-11.5 et seq.; • Colorado Department of Human Services Staff Manual Volume 10; • Administration on Aging Fiscal Guide, Older Americans Act, Titles III and VII; • Colorado Retail Food Establishment Rules and Regulations; • Dietary Guidelines for Americans; • Dietary Reference Intakes (DRIs); • SUA Policy and Procedures Manual; • SUA Policy Directives; • Code of Federal Regulation (CFR) Title 48 Section 3.908 Whistleblower Protection; • Title II Part 200 of the Code of Federal Regulations; and • CAPS Fees C.R.S. 24-75-402; CAPS Statute C.R.S. 26-3.1-111; CAPS Implementation Regulation 12 CCR 2518-1, Volume 30.960 DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 C1 EXHIBIT C TERMS AND CONDITIONS 1) ORGANIZATIONAL REQUIREMENTS a) Records (Volume X 10.315) i) Contractor shall maintain a file of all documents, records, communications, notes and other materials relating to the Work (the “Contractor Records”). Contractor Records shall include all documents, records, communications, notes, and other materials maintained by Contractor that relate to any Work performed and Contractor shall maintain all records related to the Work required to ensure proper performance of that Work. Contractor shall maintain Contractor Records until the last to occur of: (i) the date 3 years after the date this Contract expires or is terminated, (ii) final payment under this Contract is made, (iii) the resolution of any pending Contract matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit is pending, the date such audit is completed and its findings have been resolved (the “Record Retention Period”). ii) Contractor shall permit the NWCCOG to audit, inspect, examine, excerpt, copy, and transcribe Contractor Records during the Record Retention Period. Contractor shall make Contractor Records available during the normal business hours at Contractor’s office or place of business, or at another mutually agreed upon times or locations, upon no fewer than 2 Business Days’ notice from NWCCOG. iii) Records which identify adequately the source and application of funds for Contract activities shall be maintained for the period provided in C.1.8a 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. iv) Contractors shall develop and maintain the records required by applicable laws and regulations including but not limited to the SUA Policy and Procedure Manual and Volume X. These shall be maintained by the Contractor and made available to NWCCOG, SUA and/or their authorized representatives upon request. v) Contractor shall keep confidential all State Records, unless those State Records are publically available. Contractor shall not, without prior written approval of the NWCCOG, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Contract, permitted DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 C2 by law, or approved in writing by NWCCOG. b) Confidentiality (P&P 206) i) 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. i) State Records (1) Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Contractor shall not, without prior written approval of the NWCCOG, use, publish, copy, disclose, to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Contract, permitted by law, or approved in writing by the NWCCOG. Contractor shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. If Contractor or any of its Subcontractors will or may receive the following types of data, Contractor or its Subcontractors shall provide for the security of such data according to the following: (a) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax Information if applicable (b) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI (c) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI, and (d) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Agent Agreement attached to this Contract, if applicable. Contractor shall immediately forward any requests or demand for State Records to the NWCCOG. i) Other Entity Access and Nondisclosure Agreements DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 C3 (1) Contractor may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Contract. Contractor shall ensure all such agents, employees, assigns and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Contract, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Contractor shall provide copies of those signed nondisclosure provisions to the NWCCOG upon execution of the nondisclosure provisions. ii) Use, Security, and Retention (1) Contractor shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Contractor shall provide the NWCCOG and State with access, subject to Contractor’s reasonable security requirements, for the purpose of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Contract, Contractor shall return State Records provided to Contractor or destroy such State Records and certify to the NWCCOG that it has done so, as directed by the NWCCOG or State. If Contractor is prevented by law or regulation from returning or destroying State Confidential Information, Contractor warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. iii) Incident Notice and Remediation (1) If Contractor becomes aware of any Incident, it shall notify the NWCCOG immediately and cooperate with the NWCCOG and State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the NWCCOG or State. Unless Contractor can establish that none of Contractor or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Contractor shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Contractor shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the NWCCOG or State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the NWCCOG or State, at no additional cost to the NWCCOG or State. The NWCCOG or State may, in its sole discretion and at the Contractor’s sole expense, require Contractor to engage the service of an independent, qualified, NWCCOG or State approved third party to conduct a security audit. Contractor DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 C4 shall provide the NWCCOG with the results of such an audit and evidence of Contractor’s planned remediation in response to any negative findings. iv) Data Protection and Handling (1) Contractor shall ensure that all State Records and Work Product in the possession of Contractor or any Subcontractors are protected and handled in accordance with the requirements of this Contract, including the requirements of any Exhibits hereto, at all times. v) Safeguarding PII (1) If Contractor or any of its Subcontractors will or may receive PII under this Contract, Contractor shall provide for the security of such PII, in a manner and form acceptable to the NWCCOG and State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Contractor shall be a “Third -Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §24-73-101 et seq., C.R.S. c) Discrimination (10.422.23) i) The Contractor shall not: (1) discriminate against any person on the basis of race, color, national origin, age, sex, religion or handicap, including Acquired Immune Deficiency Syndrome (AIDS) or AIDS related conditions. (2) exclude from participation in, or deny benefits to any qualified individual with a disability, by reason of such disability. ii) Any person who thinks he/she has been discriminated against as related to the performance of this Contract has the right to assert a claim, Colorado Civil Rights Division, C.R.S. §24- 34-301, et seq. d) Lobbying Restrictions (10.203) i) Contractor shall not use funds made available under the OAA/SFSS for lobbying activities, as described at Section 24-6-301, C.R.S., including, but not limited to activities intended to influence decision or activity by non-judicial Federal, State or DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 C5 local officials or body. 2) PROGRAM REQUIREMENTS a) Service Eligibility (10.401.1) i) Eligibility for services is controlled by laws and regulations relating to the OAA/SFSS. Contracting organizations must comply with eligibility criteria. ii) Services may only be provided to those who are at least 60 years of age. Eligible caregivers may be of any age as long as they are caring for an individual who is at least 60 years of age. Eligible grandparents raising grandchildren may be 55 years of age caring for children age 18 and younger. iii) A Means Test may not be utilized to determine eligibility for OAA/SFSS services. iv) Service may not be denied to a Consumer based on their unwillingness or inability to contribute toward the cost of the service. b) Eligibility Assessments (P&P 401.12) i) 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. c) Target Populations (P&P 207) i) Contracting organizations must seek to serve eligible Consumers, with particular attention to older individuals identified in Section 306, Area Plans (4)(A)(i) of the OAA. Older individuals identified in this section include: (1) Older individuals with Greatest Social Need; (2) Older individuals with Greatest Economic Need; (3) Older individuals at risk for institutional placement; (4) Low-Income minority older individuals; (5) Older individuals with limited English proficiency; and (6) Older individuals residing in Rural areas. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 C6 d) Service Coordination (P&P 209) i) The Contractor shall show demonstrable efforts are being made with other aging service providers within the geographic service area to ensure that a comprehensive, coordinated system of services are available to older people. The Contractor shall document these Coordination efforts. e) Volunteers i) If the Contracting organization utilizes volunteers to provide services, the Contracting organization shall document how volunteers will be utilized in the Program(s). f) Evaluation (10.212) i) The Contractor shall implement a quality improvement process, which includes, at a minimum, Monitoring of service quality and Consumer satisfaction. Method of receiving Consumer input on the quality of service needs to be documented and utilized on a regular basis. (1) Contractor Training (a) Contractor shall designate at least one employee to attend AAA trainings and/or meetings for technical assistance, contract management, approved data entry methods, and data collection and reporting on services contained within the Area Plan and Funding Request. g) Monitoring and Reporting Program Performance (P&P 205a) i) The NWCCOG, in its discretion, will monitor Contractor’s performance of its obligations under this Contract using procedures as determined by the NWCCOG. The NWCCOG shall monitor Contractor’s performance in a manner that does not unduly interfere with Contractor’s performance of the Work. h) Monthly Data Entry (P&P 420.7a) i) Contractor shall complete monthly data entry into the State software system due on or before the 15th (fifteenth) day of the following month, throughout the period of the Contract. The data entry shall be completed in the form or using systems prescribed by the NWCCOG, containing information required by the NWCCOG, and in accordance with guidelines issued by the State of Colorado. Failure to report data correctly and timely is a violation of this Contract and NWCCOG may exercise any remedies available under the Contract or by law, including withholding payments. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 C7 i) Consumer Complaint/Appeal Process (P&P 501) i) The Contractor shall develop a procedure used by a service recipient to file a complaint through direct contact, by phone, electronic contact or in writing describing the process whereby individuals will be appropriately notified of their rights in the complaint and appeal process. j) Voluntary Contributions and Non-Eligible Recipient Fees (P&P 310) i) Contractor shall establish minimum standards and procedures for the responsible collection of, handling, and safeguarding of consumer contributions and non-eligible recipient fees. k) Match (10.302) i) The Older Americans Act and Title III service Programs are federally funded Programs and require a minimum in non-Federal cash funds and/or In-Kind Match for each Program. The OAA has established the following funding ratios to govern the degree of Federal participation in costs of services or projects funded. ii) The match from the Contractor shall consist of the sum total for Local Cash and/or In-Kind is shown in Exhibit A. The Contractor stipulates that the specified cash or in-kind contributions have not been nor will they be used to satisfy or match any other Federal or State grants or funds. Valuation of in-kind match shall show how the in-kind match was computed, and must be incorporated into Contractor's accounting records. Supplies, volunteer services, and other contributions shall be valued as described under 45 CFR, Part 74, Subpart C. Title III Federal/ State Local Match Comments Parts B, C, and D Allocation 10% 1/9th of the total allocation (cash and/or in-kind) Part E Allocation 25% 1/3rd of the total allocation (cash and/or in-kind) l) Program Income (10.308.2) i) Program income, including participant contributions, earned by the Contractor from activities which are supported by the Contract shall be added to funds committed to the project or program and used for allowable costs of services under the Contract to further the objectives of the Contract as provided under 45 CFR 74.24(b)(1). ii) Program income must be fully expended within the reporting month it was received and cannot be carried over for any period of time. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 C8 m) Program Income Accounting Records i) Program income must be accounted for according to the additional costs alternative specified in Section C.1.8 above and pursuant to 45 CFR, Section 74.24. n) Wait Lists (P&P 205b) i) Contractor will develop a waiting list procedure regardless of whether or not there are consumers waiting for service. The wait list process will ensure that Older Americans Act (OAA) targeted populations are a priority and that people in emergency situations where the health, safety, and welfare of the applicant is in jeopardy will be given priority. ii) For services where clients are not placed on a wait list, the provider will track the total number of individuals for which services were unavailable by service type. iii) 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. o) Outreach (P&P 419.7) i) Contractor will ensure consumer access and awareness of services they provide and of the Alpine Area Agency on Aging through outreach and marketing which may include a website, social media, or other means. p) Policy Changes i) 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. 3) OTHER REQUIREMENTS a) Acknowledging Funding Support i) Contractor will include statements identifying the Northwest Colorado Council of Governments as a funder for all services provided on all program outreach materials. Contractor must include on all publications and printed materials resulting from this DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 C9 Contract, other than documents exclusively for internal use by Contractor, a statement of acknowledgement of the funding support received under the Older Americans Act and/or Older Coloradans Act. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 D1 EXHIBIT D INDEMNIFICATION & INSURANCE REQUIREMENTS 1) INDEMNIFICATION 1) General Indemnification a) 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. b) 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. c) Any term included in this Contract that requires the NWCCOG to indemnify or hold Contractor harmless; requires the NWCCOG to agree to binding arbitration; limits Contractor's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §24- 10 6-109 C.R.S. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 D2 2) Confidential Information Indemnification a) Disclosure or use of State Confidential Information by Contractor in violation of C.1(b) may be cause for legal action by third parties against Contractor, NWCCOG, the State, or their respective agents. Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys' fees and costs) incurred by the State or NWCCOG in relation to any act or omission by Contractor, or its employees, agents, assigns, or Subcontractors in violation of C.1(b). 3) Intellectual Property Indemnification a) To the extent permitted by law, Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim that any Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. 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 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 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 Contract 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 Exhibit D. c) NWCCOG shall be named as additional insured on all commercial, general liability policies required of Contractor and Subcontractors. d) In the case of any claims-made policy, the Contractor will keep the coverage in place for three (3) years after the end of the contract period. Evidence of qualified self-insured status may be substituted for the insurance requirements listed below. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 D3 General Liability Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $1,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any 1 fire. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. Workers’ Compensation Workers’ Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this agreement, and Employers' Liability insurance with minimum limits of: i. $100,000 each accident; ii. $500,000 disease policy limit; iii. $100,000 disease each employee. Protected Information Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $2,000,000 general aggregate. iii. Notwithstanding sections D(i) and (ii) above, if Contractor has State Confidential Information for 25 or fewer individuals or revenues of $250,000 or less, Contractor shall maintain limits of not less than $50,000. iv. Notwithstanding sections D(i) and (ii) above, if Contractor has State Confidential Information for 25 or fewer individuals or revenues of $500,000 or less, Contractor shall maintain limits of not less than $100,000. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 D4 i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. d) Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Contractor and Contractor shall forward such notice to the NWCCOG within 7 days of Contractor's receipt of such notice. e) Subrogation Waiver All insurance policies secured or maintained by Contractor or its Subcontractors in relation to this Contract shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Contractor, NWCCOG, or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. Contractor shall provide copy of subrogation waiver upon request. f) Public Entities If Contractor is a “public entity” within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of the liability insurance requirements stated above, at all times during the term of this Contract such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall ensure that the Subcontractor maintain at all times during the terms of this Contract, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the GIA. g) Certificates Contractor shall provide to the NWCCOG certificates evidencing Contractor's insurance coverage required in this Contract within 7 Business Days following the Effective Date. Contractor shall provide to the NWCCOG certificates evidencing Subcontractor insurance coverage required under this Contract within 7 Business Days following the Effective Date, except that, if Contractor's subcontract is not in effect as of the Effective Date, Contractor shall provide to the NWCCOG certificates showing Subcontractor insurance coverage required under this Contract within 7 Business Days following Contractor's execution of the subcontract. No later than 15 days before the expiration date of Contractor's or any Subcontractor's coverage, Contractor shall deliver to the NWCCOG certificates of insurance evidencing renewals of coverage. At any other time during the term of this Contract, upon request by the NWCCOG, Contractor shall, within 7 Business Days following the request by the NWCCOG, supply to the NWCCOG evidence satisfactory to the NWCCOG of compliance with the provisions of this section. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 E1 EXHIBIT E HIPAA AGENT AGREEMENT This HIPAA Agent Agreement ("Agreement") between the Northwest Colorado Council of Governments (“NWCCOG”) and Contractor is agreed to in connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as "Covered Entity" the NWCCOG is referred to as "Business Associate”, and the Contractor is referred to as the "Business Associate’s Agent” or “Agent". Unless the context clearly requires a distinction between the Contract and this Agreement, all references to "Contract" shall include this Agreement. 1) PURPOSE Business Associate wishes to disclose information to the Agent, which may include Protected Health Information (“PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Pub. L. No. 104-191 (1996) as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") enacted under the American Recovery and Reinvestment Act of 2009 ("ARRA") Pub. L. No. 111-5 (2009), implementing regulations promulgated by the U.S. Department of Health and Human Services at 45 C.F.R. Parts 160, 162 and 164 (the "HIPAA Rules") and other applicable laws, as amended. Prior to the disclosure of PHI, Business Associate is required to enter into an agreement with Agent 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 ("C.F.R.") and all other applicable laws and regulations, all as may be amended. 2) DEFINITIONS The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. 3) OBLIGATIONS AND ACTIVITIES OF THE BUSINESS ASSOCIATE’S AGENT a) Permitted Uses and Disclosures. i) Agent shall use and disclose PHI only to accomplish Agent's obligations under the Contract. ii) To the extent Business Associate’s Agent carries out one or more of the Business Associate or Covered Entity’s obligations under Subpart E or 45 C.F.R. Part 164, DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 E2 Business Associate’s Agent shall comply with any and all requirements of Subpart E that apply to Covered Entity in the performance of such obligation. iii) Agent may disclose PHI to carry out the legal responsibilities of Agent, provided, that the disclosure is Required by Law or Agent obtains reasonable assurances from the person to whom the information is disclosed that: (1) the information will remain confidential and will be used or disclosed only as Required by Law or for the purpose for which Agent originally disclosed the information to that person, and; (2) the person notifies Agent of any Breach involving PHI of which it is aware. iv) Agent may provide Data Aggregation services relating to the Health Care Operations of Covered Entity. Agent may de-identify any or all PHI created or received by Agent under this Agreement, provided the de-identification conforms to the requirements of the HIPAA Rules. b) Minimum Necessary i) Agent and its Subcontractors, shall access, use, and disclose only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in accordance with the Minimum Necessary Requirements of the HIPAA Rules including, but not limited to, 45 C.F.R. 164.502(b) and 164.51 4(d). c) Impermissible Uses and Disclosures i) Agent shall not disclose the PHI of Covered Entity or Business Associate to another covered entity or business associate without the written authorization of Covered Entity or Business Associate. ii) Agent shall not share, use, disclose or make available any Covered Entity or Business Associate PHI in any form via any medium with or to any person or entity beyond the boundaries or jurisdiction of the United States without express written authorization from Covered Entity or Business Associate. d) Agent 's Subcontractors i) Agent shall, in accordance with 45 C.F.R. l64.502(e)(l)(ii) and 164.308(b)(2), ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of Agent agree in writing to the same restrictions, conditions, and requirements that apply to Agent with respect to safeguarding PHI. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 E3 ii) Agent shall provide to Covered Entity or Business Associate, on Covered Entity's or Business Associate’s request, a list of Subcontractors who have entered into any such agreement with Agent. iii) Agent shall provide to Covered Entity or Business Associate, on Covered Entity's or Business Associate’s request, copies of any such agreements Agent has entered into with Subcontractors. e) Access to System i) If Agent needs access to a Covered Entity or Business Associate’s Information Technology system to comply with its obligations under the Contract or this Agreement. Agent shall request, review, and comply with any and all policies applicable to Covered Entity or Business Associate regarding such system including, but not limited to, any policies promulgated by the Office of Information Technology and available at http://www.oit.state.co.us/about/policies f) Access to PHI i) Agent shall, within ten days of receiving a written request from Covered Entity or Business Associate, make available PHI in a Designated Record Set to Covered Entity or Business Associate as necessary to satisfy Covered Entity's or Business Associate’s obligations under 45 C.F.R. 164.524. g) Amendment of PHI i) Agent shall within ten days of receiving a written request from Covered Entity or Business Associate make any amendment to PHI in a Designated Record Set as directed by or agreed to by Covered Entity or Business Associate pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy Covered Entity’s or Business Associate’s obligations under 45 C.F.R. 164.526. ii) Agent shall promptly forward to Business Associate any request for amendment of PHI that Agent receives directly from an Individual. h) Accounting Rights i) Agent shall, within ten days of receiving a written request from Covered Entity or Business Associate, maintain and make available to Covered Entity or Business Associate the information necessary for Covered Entity or Business Associate to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R. 164.528. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 E4 i) Restrictions and Confidential Communications i) Agent shall restrict the Use or Disclosure of an Individual's PHI within ten days of notice from Covered Entity or Business Associate of: (1) a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or (2) a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522. ii) Agent shall not respond directly to an Individual's requests to restrict the Use or Disclosure of PHI or to send all communication of PHI to an alternate address. iii) Agent shall refer such requests to Business Associate so that Business Associate can coordinate and prepare a timely response to the requesting Individual and provide direction to Agent. j) Governmental Access to Records i) Agent shall make its facilities, internal practices, books, records, and other sources of information, including PHI, available to the Secretary for purposes of determining compliance with the HIPAA Rules in accordance with 45 C.F.R. 160.310. k) Audit Inspection and Enforcement i) Agent shall obtain and update at least annually a written assessment performed by an independent third party reasonably acceptable to Covered Entity or Business Associate, which evaluates the Information Security of the applications. infrastructure, and processes that interact with the Covered Entity and Business Associate Data Agent receives, manipulates, stores and distributes. Upon request by Covered Entity or Business Associate, Agent shall provide to Covered Entity or Business Associate the executive summary of the assessment. ii) Agent, upon the request of Covered Entity or the Business Associate, shall fully cooperate with Covered Entity or Business Associate’s efforts to audit Agent's compliance with applicable HIPAA Rules. If, through audit or inspection, Covered Entity or Business Associate determines that Agent’s conduct would result in violation of the HIPAA Rules or is in violation or the Contract or this Agreement, Agent shall promptly remedy any such violation and shall certify completion of its remedy in writing to Covered Entity or Business Associate. l) Appropriate Safeguards DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 E5 i) Agent shall use appropriate safeguards and comply with Subpart C of 45 C.F. R. Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as provided in this Agreement. ii) Agent shall safeguard the PHI from tampering and unauthorized disclosures. iii) Agent shall maintain the confidentiality of passwords and other data required for accessing this information. iv) Agent shall extend protection beyond the initial information obtained from Covered Entity or Business Associate to any databases or collections of PHI containing information derived from the PHI. The provisions of this section shall be in force unless PHI is de-identified in conformance to the requirements of the HIPAA Rules. m) Safeguard During Transmission i) Agent shall use reasonable and appropriate safe guards including, without limitation, Information Security measures to ensure that all transmissions of PHI are authorized and to prevent use or disclosure of PHI other than as provided for by this Agreement. ii) Agent shall not transmit PHI over the internet or any other insecure or open communication channel unless the PHI is encrypted or otherwise safeguarded with a FIPS- compliant encryption algorithm. n) Reporting of Improper Use or Disclosure and Notification of Breach. i) Agent shall, as soon as reasonably possible, but immediately after discovery of a Breach, notify Business Associate of any use or disclosure of PHI not provided for by this Agreement, including a Breach of Unsecured Protected Health information as such notice is required by 45 C.F.R. 164.410 or a breach for which notice is required under §24-73-103, C.R.S. ii) Such notice shall include the identification of each Individual whose Unsecured Protected Health Information has been, or is reasonably believed by Agent to have been, accessed, acquired, or disclosed during such Breach. iii) Agent shall, as soon as reasonably possible, but immediately after discovery of any Security Incident that does not constitute a Breach, notify Business Associate of such incident. iv) Agent shall have the burden of demonstrating that all notifications were made as required, including evidence demonstrating the necessity of any delay. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 E6 o) Agent’s Insurance and Notification Costs i) Agent shall bear all costs of a Breach response including. without limitation, notifications, and shall maintain insurance to cover: (1) loss of PHI data; (2) Breach notification requirements specified in HIPAA Rules and in §24-73-103, C.R.S.; and (3) claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. ii) All such policies shall meet or exceed the minimum insurance requirements of the Contract or otherwise as may be approved by Business Associate (e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status, and notice of cancellation). iii) Agent shall provide Business Associate a point of contact who possesses relevant Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist with incident handling. iv) Agent, to the extent practicable, shall mitigate any harmful effect known to Agent of a Use or Disclosure of PHI by Agent in violation of this Agreement. p) Subcontractors and Breaches i) Agent shall enter into a written agreement with each of its Subcontractors and agents, who create, receive, maintain, or transmit PHI on behalf of Agent. The agreements shall require such Subcontractors and agents to report to Agent any use or disclosure of PHI not provided for by this Agreement, including Security Incidents and Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or agent knows or should have known of the Breach as required by 45 C.F.R. 164.410. ii) Agent shall notify Business Associate of any such report and shall provide copies of any such agreements to Business Associate on request. q) Data Ownership i) Agent acknowledges that Agent has no ownership rights with respect to the PHI. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 E7 ii) Upon request by Covered Entity or Business Associate, Agent immediately shall provide Covered Entity or Business Associate with any keys to decrypt information that the Agent has encrypted and maintains in encrypted form, or shall provide such information in unencrypted usable form. r) Retention of PHI i) Except upon termination of this Agreement as provided in Section 5 below. Agent and its Subcontractors or agents shall retain all PHI throughout the term of this Agreement, and shall continue to maintain the accounting of disclosures required under Section 3.h above, for a period of six years. 4) OBLIGATIONS OF COVERED ENTITY a) Safeguards During Transmission i) Agent shall be responsible for using appropriate safeguards including encryption of PHI to maintain and ensure the confidentiality, integrity, and security of PHI transmitted pursuant to this Agreement, in accordance with the standards and requirements of the HIPAA Rules. b) Notice of Changes i) Agent maintains a copy of its Notice of Privacy Practices on its website. Covered Entity or Business Associate shall provide Agent with any changes in, or revocation of, permission to use or disclose PHI, to the extent that it may affect Agent’s permitted or required uses or disclosures. ii) Covered Entity or Business Associate shall notify Agent of any restriction on the use or disclosure of PHI to which Covered Entity or Business Associate has agreed in accordance with 45 C. F. R. 1 6 4.522, to the extent that it may affect Agent's permitted use or disclosure of PHI. 5) TERMINATION a) Breach i) In addition to any Contract provision regarding remedies for breach, Covered Entity and Business Associate shall have the right, in the event of a breach by Agent of any provision of this Agreement, to terminate immediately the Contract, or this Agreement, or both. ii) Subject to any directions from Covered Entity or Business Associate, upon DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 E8 termination of the Contract, this Agreement, or both, Agent shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Agent in which Covered Entity or Business Associate has an interest. b) Effect of Termination i) Upon termination of this Agreement for any reason, Agent, at the option of Covered Entity or Business Associate, shall return or destroy all PHI that Agent, its agents, or its Subcontractors maintain in any form, and shall not retain any copies of such PHI. ii) If Covered Entity or Business Associate directs Agent to destroy the PHI Agent shall certify in writing to Covered Entity or Business Associate that such PHI has been destroyed. iii) If Agent believes that returning or destroying the PHI is not feasible, Agent shalt promptly provide Covered Entity or Business Associate with notice of the conditions making return or destruction infeasible. Agent shall continue to extend the protections of Section 3 of this Agreement to such PHI, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 6) INJUNCTIVE RELIEF Covered Entity, Business Associate, and Agent agree that irreparable damage would occur in the event Agent or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the HIPAA Rules or any applicable law. Covered Entity, Business Associate, and Agent further agree that money damages would not provide an adequate remedy for such Breach. Accordingly, Covered Entity, Business Associate, and Agent agree that Covered Entity and Business Associate shall be entitled to injunctive relief, specific performance, and other equitable relief to prevent or restrain any Breach or threatened Breach of and to enforce specifically the terms and provisions of this Agreement. 7) LIMITATION OF LIABILITY Any provision in the Contract limiting Contractor's liability shall not apply to Agent's liability under this Agreement, which shall not be limited. 8) DISCLAIMER Covered Entity makes no warranty or representation that compliance by Agent with this Agreement or the HIPAA Rules will be adequate or satisfactory for Agent's own purposes. Agent is solely responsible for all decisions made and actions taken by Agent regarding the safeguarding of PHI. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 E9 9) CERTIFICATION Covered Entity and Business Associate has a legal obligation under HIPAA Rules to certify as to Agent's Information Security practices. Covered Entity and Business Associate or its authorized agent or contractor shall have the right to examine Agent's facilities, systems, procedures, and records, at Covered Entity's or Business Associate’s expense, if Covered Entity or Business Associate determines that examination is necessary to certify that Agent's Information Security safeguards comply with the HIPAA Rules or this Agreement. 10) AMENDMENT a) Amendment to Comply with Law i) The Parties acknowledge that state and federal laws and regulations relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide procedures to ensure compliance with such developments. (1) In the event of any change to state or federal laws and regulations relating to data security and privacy affecting this Agreement, the Parties shall take such action as is necessary to implement the changes to the standards and requirements of HIPAA, the HIPAA Rules and other applicable rules relating to the confidentiality, integrity, availability and security of PHI with respect to this Agreement. (2) Agent shall provide to Covered Entity or Business Associate written assurance satisfactory to Covered Entity and Business Associate that Agent shall adequately safeguard all PHI, and obtain written assurance satisfactory to Covered Entity and Business Associate from Agent’s Subcontractors and agents that they shall adequately safeguard all PHI. (3) Upon the request of either Party, the other Party promptly shall negotiate in good faith the terms of an amendment to the Contract embodying written assurances consistent with the standards and requirements of HIPAA , the HIPAA Rules, or other applicable rules. ii) Covered Entity or Business Associate may t erminate this Agreement upon 30 days' prior written notice in the event that: (1) Agent does not promptly enter into negotiations to amend the Contract and this Agreement when requested by Covered Entity or Business Associate pursuant to DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 E10 this Section: or (2) Agent does not enter into an amendment to the Contract and this Agreement, which provides assurances regarding the safeguarding of PHI sufficient, in Covered Entity's or Business Associate’s sole discretion, to satisfy the standards and requirements of the HIPAA, the HIPAA Rules and applicable law. b) Amendment of Appendix i) The Appendix to this Agreement may be modified or amended by the mutual written agreement of the Parties, without amendment of this Agreement. Any modified or amended Appendix agreed to in writing by the Parties shall supersede and replace any prior version of the Appendix. 11) ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS Covered Entity or Business Associate shall provide written notice to Agent if litigation or administrative proceeding is commenced against Covered Entity or Business Associate, its directors, officers, or employees, based on a claimed violation by Agent of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such notice and to the extent requested by Covered Entity or Business Associate, Agent shall, and shall cause its employees, Subcontractors, or agents assisting Agent in the performance of its obligations under the Contract to, assist Covered Entity or Business Associate in the defense of such litigation or proceedings. Agent shall, and shall cause its employees, Subcontractor's and agents to, provide assistance, to Covered Entity or Business Associate, which may include testifying as a witness at such proceedings. Agent or any of its employees, Subcontractors or agents shall not be required to provide such assistance if Agent is a named adverse party. 12) INTERPRETATION AND ORDER OF PRECEDENCE Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, this Agreement shall control. This Agreement supersedes and replaces any previous, separately executed HIPAA Agent agreement between the Parties. 13) SURVIVAL Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall survive termination of this contract or this agreement and shall be enforceable by Covered Entity or Business Associate. DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 APPENDIX TO HIPAA AGENT AGREEMENT This Appendix ("Appendix") to the HIPAA Agent Agreement ("Agreement") is an appendix to the Contract and the Agreement. For the purposes of this Appendix, defined terms shall have the meanings ascribed to them in the Agreement and the Contract. Unless the context clearly requires a distinction between the Contract, the Agreement, and this Appendix, all references to "Contract" or "Agreement" shall include this Appendix. 1) PURPOSE This Appendix sets forth additional terms to the Agreement. Any sub-section of this Appendix marked as "Reserved" shall be construed as setting forth no additional terms. 2) ADDITIONAL TERMS a) Additional Permitted Uses i) In addition to those purposes set forth in the Agreement, Agent may use PHI for the following additional purposes: (1) Reserved b) Additional Permitted Disclosures i) In addition to those purposes set forth in the Agreement, Agent may disclose PHI for the following additional purposes: (1) Reserved c) Approved Subcontractors i) Agent agrees that the following Subcontractors or agents of Agent may receive PHI under the Agreement: (1) Reserved d) Definition of Receipt of PHI i) Agent's receipt of PHI under this Contract shall be deemed to occur, and Agent's obligations under the Agreement shall commence, as follows: (1) Reserved DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84 e) Additional Restrictions on Agent i) Agent agrees to comply with the following additional restrictions on Agent’s use and disclosure of PHI under the Contract: (1) Reserved f) Additional Terms i) Agent agrees to comply with the following additional terms under the Agreement: (1) Reserved DocuSign Envelope ID: A1147B7B-08C6-4ADB-996F-8A44E732BC84