HomeMy WebLinkAbout2 Department of Human Services Co Responder Contractv.4.11
Page 1 of 3
State of Colorado
Department of Human Services Contract
Signature and Cover Pages
CMS #:
26 IBEH 198245
State Agency
Colorado Department of Human Services
Behavioral Health Administration
Contract Maximum Amount
Initial Term
State Fiscal Year 2026 $152,141.00
Extension Terms
None
Maximum Amount for
All Fiscal Years $152,141.00
Pricing/Funding
Price Structure: Cost Reimbursement
Contractor shall invoice: Monthly
Fund Source: General Fund
eClearance#:
2505739
Contractor
Town of Estes Park
Contractor’s State of Incorporation: CO
Contract Performance Beginning Date
The later of the Effective Date or July 1, 2025
Initial Contract Expiration Date
June 30, 2026
Except as stated in §2.D, the total duration of
this Contract, including the exercise of any
options to extend, shall not exceed 5 Years
from its Performance Beginning Date.
Options
The State shall have the following options if
indicated with “Yes,” as further described in
§2.C and §5.B.v:
Option to Extend Term per §2.C: Yes.
Option to Increase or Decrease Maximum
Amount per §5.B.v: Yes.
v.4.11
Page 2 of 3
Insurance
Contractor shall maintain the following
insurance if indicated with “Yes,” as further
described in §10:
Worker’s Compensation: Yes
General Liability: Yes
Automobile Liability: Yes
Protected Information: Yes
Professional Liability Insurance: Yes
Cyber/Net. Security-Privacy Liability
Insurance: No.
Crime Insurance: No.
State Representative
Moniquie Maurice, Chief Financial Officer
Behavioral Health Administration
710 South Ash Street C140
Denver, CO 80204
monique.maurice@state.co.us
Miscellaneous
Authority to enter into this Contract exists in:
C.R.S. 27-60-104
Law-Specified Vendor Statute (if any): N/A
Procurement Method: Request for Proposal
Solicitation Number (if any): RFP IBEH
2025*152
Contractor Representative
Ian Stewart, Chief of Police
Town of Estes Park
170 Macgregor Avenue
Estes Park, CO 80517
istewart@estes.org
Exhibits
The following Exhibits are attached and incorporated into this Contract:
Exhibit A – Statement of Work
Exhibit B – Budget
Exhibit C – Miscellaneous Provisions
Exhibit D – HIPPA BAA
Contract Purpose
The purpose of this Contract is to create, sustain, or expand Co-Responder Programs, which
dispatch behavioral health Co-Responders along with law enforcement, or provide a joint
secondary response on calls for service wherein behavioral health appears to be a relevant
factor.
Signature Page Begins on Next Page
The rest of this page is intentionally left blank .
v.4.11
Page 3 of 3
The parties hereto have executed this contract
Each person signing this Contract represents and warrants that he or she is duly authorized to
execute this Contract and to bind the Party authorizing his or her signature.
Contractor
Town of Estes Park
By:
Date: _________________________
State of Colorado
By: Dannette R. Smith, Commissioner
Behavioral Health Administration
Date: _________________________
State Controller
Robert Jaros, CPA, MBA, JD
By: Telly Belton/Toni Williamson/Amanda Rios
-- Signature and Cover Pages End --
Attest:
________________________________
Town Clerk
Approved as to Form:
________________________________
Town Attorney
v.4.11
Page 1 of 44
Acc 11/12/24
Table of Contents
1. Parties _____________________________________________________________________ 1
2. Term and Effective Date ______________________________________________________ 2
3. Definitions __________________________________________________________________ 4
4. Statement of Work ___________________________________________________________ 7
5. Payments to Contractor _______________________________________________________ 8
6. Reporting – Notification ______________________________________________________ 10
7. Contractor Records __________________________________________________________ 11
8. Confidential Information-State Records _________________________________________ 12
9. Conflicts of Interest _________________________________________________________ 15
10. Insurance ________________________________________________________________ 15
11. Breach of Contract ________________________________________________________ 19
12. Remedies ________________________________________________________________ 19
13. State’s Right of Removal ___________________________________________________ 21
14. Dispute Resolution ________________________________________________________ 22
15. Notices and Representatives ________________________________________________ 22
16. Rights in Work Product and Other Information _________________________________ 23
17. Statewide Contract Management System ______________________________________ 24
18. General Provisions_________________________________________________________ 25
19. Colorado Special Provisions (Colorado Fiscal Rule 3-3) __________________________ 31
20. Department of Human Services Provisions _____________________________________ 34
21. Third Party Certification for Access to PII Through a Database or Automated Network 36
22. Federal Provisions _________________________________________________________ 37
1. Parties
This Contract is entered into by and between Contractor named on the Signature and
Cover Pages for this Contract (the “Contractor”), and the STATE OF COLORADO acting by and
through the Department of Human Services (the “State” or “CDHS”). Contractor and the State
agree to the terms and conditions in this Contract.
v.4.11
Page 2 of 44
Acc 11/12/24
2. Term and Effective Date
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State 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
The Parties’ respective performances under this Contract shall commence on the
Contract Performance Beginning Date shown on the Signature and Cover Pages for this
Contract and shall terminate on the Initial Contract Expiration Date shown on the Signature
and Cover Pages for this Contract (the “Initial Term”) unless sooner terminated or further
extended in accordance with the terms of this Contract.
C. Extension Terms – State’s Option
If the Signature and Cover Pages for this Contract shows that the State has the Option
to Extend Term, then the State, at its discretion, shall have the option to extend the
performance under this Contract beyond the Initial Term 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 State shall provide written
notice to Contractor in a form substantially equivalent to §23 “Sample Option Letter.” The
State 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. Except
as stated in §2.D, the total duration of this Contract, including t he exercise of any options to
extend, shall not exceed 5 years from its Performance Beginning Date, or the number of years
specified on the Signature and Cover Pages if such number is less than 5 years, absent prior
approval from the Chief Procurement Officer in accordance with the Colorado Procurement
Code.
D. End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in
place, the State, at its discretion, upon written notice to Contractor as provided in §15, may
unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months
(an “End of Term Extension” or “Holdover”), regardless of whether additional Extension
v.4.11
Page 3 of 44
Acc 11/12/24
Terms are available or not. Any such extension shall be under the same terms and conditions
of the operative Contract including, but not limited to, prices, rates, and service delivery
requirements. The provisions of this Contract in effect when such notice is given shall remain
in effect during the End of Term Extension. The End of Term Extension shall automatically
terminate upon execution of a replacement contract or modification extending the total term
of the Contract.
E. Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of
Colorado as determined by its Governor, General Assembly, or Courts. If this Contract ceases
to further the public interest of the State, the State, in its discretion, may terminate this
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. This
subsection shall not apply to a termination of this Contract by the State for Breach of
Contract by Contractor, which shall be governed by §12.A.i.
i. Method and Content
The State shall notify Contractor of such termination in accordance with §15. 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 the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Contractor
shall be subject to the rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Contract in the public interest, the State shall pay
Contractor an amount equal to the percentage of the total reimbursement payable under this
Contract that corresponds to the percentage of Work satisfactorily completed and accepted,
as determined by the State, less payments previously made. Additionally, if this Contract is
less than 60% completed, as determined by the State, the State may reimburse Contractor for
a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Contract,
incurred by Contractor which are directly attributable to the uncompleted portion of
v.4.11
Page 4 of 44
Acc 11/12/24
Contractor’s obligations, provided that the sum of any and all reimbursement shall not
exceed the maximum amount payable to Contractor hereunder.
3. 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 in which the State is open and conducting business,
but shall not include Saturday, Sunday or any day on which the State observes one of
the holidays as listed in §24-11-101(1) C.R.S.
C. “Chief Procurement Officer” means the individual to whom the Executive Director
has delegated his or her authority pursuant to §24-102-202, C.R.S. to procure or
supervise the procurement of all supplies and services needed by the State.
D. “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.
E. “Contract” means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and
any future modifications thereto. For purposes of clarification and the removal of any
doubt, subject to any future modifications thereto, the Signature and Cover Pages and
Sections 1 through 21, as identified in the Table of Contents herein above, shall
constitute the “main body” of this Contract exclusively.
F. “Contract Funds” means the funds that have been appropriated, designated,
encumbered, or otherwise made available for payment by the State under this
Contract.
G. “CORA” means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S.
v.4.11
Page 5 of 44
Acc 11/12/24
H. “Deliverable” means the outcome to be achieved or output to be provided, in the
form of a tangible object or software that is produced as a result of Contractor’s Work
that is intended to be delivered to the State by the Contractor.
I. “Effective Date” means the date on which this Contract is approved and signed by the
Colorado State Controller or designee, as shown on the Signature Page for this
Contract. If this Contract is for a Major Information Technology Project, as defined in
§24-37.5-102(2.6), then Effective Date of this Contract shall be the later of the date
on which this Contract is approved and signed by the State’s Chief Information Officer
or authorized delegate or the date on which this Contract is approved and signed by
the State Controller or authorized delegate, as shown on the Signature and Cover Page
for this Contract.
J. “End of Term Extension” means the time period defined in §2.D.
K. “Exhibits” means the exhibits and attachments included with this Contract as shown
on the Signature and Cover Pages for this Contract.
L. “Extension Term” means the time period defined in §2.C.
M. “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.
N. “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 Records 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.
O. “Initial Term” means the time period defined in §2.B.
P. “Party” means the State or Contractor, and “Parties” means both the State and
Contractor.
Q. “PCI” means payment card information including any data related to credit card
holders’ names, credit card numbers, or other credit card information as may be
protected by State or federal law.
v.4.11
Page 6 of 44
Acc 11/12/24
R. “PHI” means any individually identifiable health information, transmitted or
maintained in electronic or any form or medium, including but not limited to
demographic information,, (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.
S. “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 and 24-73-
101, C.R.S. “PII” shall also mean “Personal Identifying Information” as set forth in §
24-74-102, et. seq., C.R.S.
T. “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.
U. “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, Educational Records, Substance Use Disorder
Information, 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 State 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 State; (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.
V. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State
Controller pursuant to §24-30-202(13)(a), C.R.S.
v.4.11
Page 7 of 44
Acc 11/12/24
W. “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.
X. “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.
Y. “Subcontractor” means any third-parties engaged by Contractor to aid in
performance of the Work.
Z. “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.
AA. “Work” means the Goods delivered and Services performed pursuant to this Contract.
BB. “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.
4. Statement of Work
Contractor shall complete the Work as described in this Contract and in accordance
with the provisions of the Exhibits. The State shall have no liability to compensate Contractor
for the delivery of any goods or the performance of any services that are not specifically set
forth in this Contract.
v.4.11
Page 8 of 44
Acc 11/12/24
5. Payments to Contractor
A. Maximum Amount
Payments to Contractor are limited to the unpaid, obligated balance of the Contract
Funds. The State shall not pay Contractor any amount under this Contract that exceeds the
Contract Maximum for that term shown on the Signature and Cover Pages for this Contract.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Contractor in the amounts and in accordance
with the Exhibits.
b. Contractor shall initiate payment requests by invoice to the
State, in a form and manner approved by the State. Invoicing is a
material component of Contract performance and corresponding
Deliverables. Invoices shall be due to the State within 45 days of
work performed by the Contractor, unless otherwise stated in
the Exhibits hereto. Invoicing shall be done accurately and per
any specifications set forth in the Exhibits hereto. Time is of the
essence in this regard. If Contractor fails to timely and/or
properly invoice the State, the State may not be obligated to pay
the bill resulting from said invoice. Failure to timely and/or
properly invoice the State is a material breach of this Contract
which would be cause for the State to refuse payment and/or
terminate the contract on these grounds in whole or in part, at
the State’s discretion.
c. The State shall pay each invoice within 45 days following the
State’s receipt of that invoice, so long as the amount invoiced
correctly represents Work completed by Contractor and
previously accepted by the State during the term that the
invoice covers. If the State determines that the amount of any
invoice is not correct, then Contractor shall make all changes
necessary to correct that invoice.
d. The acceptance of an invoice shall not constitute acceptance of
any Work performed or deliverables provided under the
Contract.
ii. Interest
v.4.11
Page 9 of 44
Acc 11/12/24
Amounts not paid by the State within 45 days of the State’s acceptance of the invoice
shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per
month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that
interest shall not accrue on unpaid amounts that the State disputes in writing. Contractor
shall invoice the State separately for accrued interest on delinquent amounts, and the invoice
shall reference the delinquent payment, the number of day’s interest to be paid and the
interest rate.
iii. Payment Disputes
If Contractor disputes any calculation, determination or amount of any payment,
Contractor shall notify the State 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 State. The State will review the information presented by
Contractor and may make changes to its determination based on this review. The calculation,
determination or payment amount that results from the State’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 State has concluded its review, and the State shall not
pay any interest on any amount during the period it is subject to dispute under this
subsection.
iv. Available Funds-Contingency-Termination
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 funds or funds
from any other non-State funds constitute all or some of the Contract Funds the State’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 State’s 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 State may, upon
written notice, terminate this Contract, in whole or in part, without incurring further
liability. The State 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
v.4.11
Page 10 of 44
Acc 11/12/24
interest as described in §2.E.
v. Option to Increase Maximum Amount
If the Signature and Cover Pages for this Contract show that the State has the Option
to Increase or Decrease Maximum Amount, then the State, at its discretion, shall have the
option to increase or decrease the statewide quantity of Goods and Services based upon the
rates established in this Contract, and increase or decrease the maximum amount payable
accordingly. In order to exercise this option, the State shall provide written notice to
Contractor in a form substantially equivalent to §23 “Sample Option Letter.” Delivery of
Goods and performance of Services shall continue at the same rates and terms as described in
this Contract. The State 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.
6. Reporting – Notification
A. Quarterly Reports.
In addition to any reports required pursuant to §17 or pursuant to any other Exhibit,
for any contract having a term longer than three months, Contractor shall submit, on a
quarterly basis, a written report specifying progress made for each specified performance
measure and standard in this Contract. Such progress report shall be in accordance with the
procedures developed and prescribed by the State. Progress reports shall be submitted to the
State at the time or times specified by the State in this Contr act, or, if no time is specified in
this Contract, not later than five Business Days following the end of each calendar quarter.
B. Litigation Reporting
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 5 days after being served, notify the State of such action
and deliver copies of such pleading or document to the State’s principal representative
identified on the Signature and Cover Pages for this Contract.
v.4.11
Page 11 of 44
Acc 11/12/24
C. Performance Outside the State of Colorado or the United States, §24-
102-206 C.R.S.
To the extent not previously disclosed in accordance with §24-102-206, C.R.S.,
Contractor shall provide written notice to the State, in accordance with §15 and in a form
designated by the State, within 20 days following the earlier to occur of Contractor’s decision
to perform Services outside of the State of Colorado or the United States, or its 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 location or locations, and such notice shall be a public record.
Knowing failure by Contractor to provide notice to the State under this section shall
constitute a Breach of Contract. This section shall not apply if the Contract Funds include any
federal funds.
7. Contractor Records
A. Maintenance
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 by Subcontractors, and Contractor shall
maintain all records related to the Work performed by Subcontractors required to ensure
proper performance of that Work. Contractor shall maintain Contractor Records until the last
to occur of:
i. the date three 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”).
B. Inspection
Contractor shall permit the State, the federal government, and any duly authorized
agent of a governmental entity, to audit, inspect, examine, excerpt, copy and transcribe
Contractor Records during the Record Retention Period. Contractor shall make Contractor
Records available during normal business hours at Contractor’s office or place of business, or
v.4.11
Page 12 of 44
Acc 11/12/24
at other mutually agreed upon times or locations, upon no fewer than two Business Days’
notice from the State, unless the State determines that a shorter period of notice, or no
notice, is necessary to protect the interests of the State.
C. Monitoring
The State, the federal government, and any other duly authorized agent of a
governmental agency, in its discretion, may monitor Contractor’s performance of its
obligations under this Contract using procedures as determined by the State. The State shall
monitor Contractor’s performance in a manner that does not unduly interfere with
Contractor’s performance of the Work.
D. Final Audit Report
Contractor shall promptly submit to the State a copy of any final audit report of an
audit performed on Contractor’s records that relates to or affects this Contract or the Work,
whether the audit is conducted by Contractor or a third party.
8. Confidential Information-State Records
A. Confidentiality
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 State, 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 State. 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:
i. the most recently promulgated IRS Publication 1075 for all Tax Information
and in accordance with the Safeguarding Requirements for Federal Tax
Information attached to this Contract as an Exhibit, if applicable,
ii. the most recently updated PCI Data Security Standard from the PCI Security
Standards Council for all PCI,
iii. the most recently issued version of the U.S. Department of Justice, Federal
Bureau of Investigation, Criminal Justice Information Services Security
v.4.11
Page 13 of 44
Acc 11/12/24
Policy for all CJI, and (iv) the federal Health Insurance Portability and
Accountability Act for all PHI and the HIPAA Business Associate Agreement
attached to this Contract, if applicable. Contractor shall immediately
forward any request or demand for State Records to the State’s Principal
Representative.
B. Other Entity Access and Nondisclosure Agreements
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 State upon execution of the nondisclosure provisions if
requested by the State.
C. Use, Security, and Retention
Contractor shall use, hold and maintain State Confidential Information in compliance
with any and all applicable laws and regulations only in facilities located within the United
States, and shall maintain a secure environment that ensures confidentiality of all State
Confidential Information. Contractor shall provide the State with access, subject to
Contractor’s reasonable security requirements, for purposes 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 State
that it has done so, as directed by the 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.
D. Incident Notice and Remediation
If Contractor becomes aware of any Incident, Contractor shall notify the State
immediately and cooperate with the State regarding recovery, remediation, and the necessity
to involve law enforcement, as determined by the State. Unless Contractor can establish that
Contractor and its Subcontractors are not the cause or source of the Incident, Contractor shall
v.4.11
Page 14 of 44
Acc 11/12/24
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 State, which may include, but is not
limited to, developing and implementing a remediation plan that is approved by the State, at
no additional cost to the State. The State may adjust or direct modifications to this plan in its
sole discretion, and Contractor shall make all modifications as directed by the State. If
Contractor cannot produce its analysis and plan within the allotted time, the State, in its
discretion, may perform such analysis and produce a remediation plan, and Contractor shall
reimburse the State for the actual costs thereof. The State may, in its sole discretion and at
Contractor’s sole expense, require Contractor to engage the services of an independent,
qualified, State-approved third party to conduct a security audit. Contractor shall provide
the State with the results of such audit and evidence of Contractor’s planned remediation in
response to any negative findings.
E. Data Protection and Handling
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.
F. Safeguarding PII
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 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. in addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor,
including, but not limited to, Contractor’s employees, agents and subcontractors, agrees
not to share any PII with any third parties for the purpose of investigating for,
participating in, cooperating with, or assisting with federal immigration enforcement. If
Contractor is given direct access to any State databases containing PII, Contractor shall
execute, on behalf of itself and its employees, the certification described in Section 21
below on an annual basis Contractor’s duty and obligation to certify as set forth in Section
21 below shall continue as long as Contractor has direct access to any State databases
containing PII. If Contractor uses any subcontractors to perform Services requiring direct
access to state databases containing PII, Contractor shall require such subcontractors to
v.4.11
Page 15 of 44
Acc 11/12/24
execute and deliver the certification to the State on an annual basis, so long as the
subcontractor has access to State databases containing PII.
9. Conflicts of Interest
A. Actual Conflicts of Interest
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 State, 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 Contract.
B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, even the appearance of a
conflict of interest shall be harmful to the State’s interests. Absent the State’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 State
If a conflict or the 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
State a disclosure statement setting forth the relevant details for the State’s consideration.
Failure to promptly submit a disclosure statement or to follow the State’s direction in regard
to the actual or apparent conflict constitutes a breach of this Contract.
D. Contractor acknowledges that all state employees are subject to the
ethical principles described in §24-18-105, C.R.S. Contractor further acknowledges
that state employees may be subject to the requirements of §24-18-105, C.R.S. with
regard to this contract.
10. Insurance
Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain
and maintain, insurance as specified in this section at all times during the term of this
Contract to the extent that such insurance policies are required as shown on the Signature
v.4.11
Page 16 of 44
Acc 11/12/24
and Cover Page for this Contract. All insurance policies required by this Contract shall be
issued by insurance companies as approved by the State. These insurance requirements shall
not be construed as caps or limitations on liability.
A. Workers’ Compensation
Workers’ compensation insurance as required by state statute, and employers’ liability
insurance covering all Contractor or Subcontractor employees acting within the course and
scope of their employment.
B. 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 one fire.
C. 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.
D. Protected Information
Liability insurance covering all civil, regulatory, and statutory damages, contractual
damages, data breach management exposure, and all loss income or extra expense as a result
of actual or alleged breach, violation or infringement of a right to privacy, consumer data
protection law, confidentiality or other legal protection for personal information as well as
State Confidential 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 10 or fewer individuals or revenues of $250,000
or less, Contractor shall maintain limits of not less than $50,000.
v.4.11
Page 17 of 44
Acc 11/12/24
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.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or
any negligent act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Cyber/Network Security and Privacy Liability
Liability insurance covering civil, regulatory, and statutory damages, contractual
damages, data breach management exposure, and any loss of income or extra expense
as a result of actual or alleged breach, violation or infringement of right to privacy,
consumer data protection law, confidentiality or other legal protection for personal
information, as well as State Confidential Information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
H. Additional Insured
The State shall be named as additional insured on all commercial general liability
policies (leases and construction contracts require additional insured coverage for completed
operations) required of Contractor and Subcontractors.
v.4.11
Page 18 of 44
Acc 11/12/24
I. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary and
noncontributory over any insurance or self-insurance program carried by Contractor or the
State.
J. 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 State in accordance
with §15 within seven days of Contractor’s receipt of such notice.
K. 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 or the State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
L. 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 maintains 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.
M. Certificates
Contractor shall provide to the State certificates evidencing Contractor’s insurance
coverage required in this Contract within seven Business Days following the Effective Date.
Contractor shall provide to the State certificates evidencing Subcontractor insurance
coverage required under this Contract within seven 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 State certificates showing Subcontractor insurance coverage
v.4.11
Page 19 of 44
Acc 11/12/24
required under this Contract within seven 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 State certificates of insurance
evidencing renewals of coverage. At any other time during the term of this Contract, upon
request by the State, Contractor shall, within seven Business Days following the request by
the State, supply to the State evidence satisfactory to the State of compliance with the
provisions of this section.
11. Breach of Contract
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 30 days after the delivery of written notice, the Party may exercise any
of the remedies as described in §12 for that Party. Notwithstanding any provision of this
Contract to the contrary, the State, 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 State; or if Contractor is
debarred or suspended under §24-109-105, C.R.S., the State, 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 that the debarment or suspension takes
effect.
12. Remedies
A. State’s Remedies
If Contractor is in breach under any provision of this Contract and fails to cure such
breach, the State, following the notice and cure period set forth in §11, shall have all of the
remedies listed in this section in addition to all other remedies set forth in this Contract or at
law. The State may exercise any or all of the remedies available to it, in its discretion,
concurrently or consecutively.
i. Termination for Breach of Contract
In the event of Contractor’s uncured breach, the State 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.
a. Obligations and Rights
v.4.11
Page 20 of 44
Acc 11/12/24
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 State 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
State, Contractor shall assign to the State all of 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 State has an interest. At the State’s request, Contractor shall
return materials owned by the State 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 State at the State’s request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Contractor for
accepted Work received as of the date of termination. If, after termination by the State, the
State agrees that 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 under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain liable
to the State for any damages sustained by the State in connection with any breach by
Contractor, and the State may withhold payment to Contractor for the purpose of mitigating
the State’s damages until such time as the exact amount of damages due to the State from
Contractor is determined. The State may withhold any amount that may be due Contractor as
the State deems necessary to protect the State against loss including, without limitation, loss
as a result of outstanding liens and excess costs incurred by the State in procuring from third
parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
a. Suspend Performance
v.4.11
Page 21 of 44
Acc 11/12/24
Suspend Contractor’s performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Contractor to an
adjustment in price or cost or an adjustment in the performance schedule. Contractor shall
promptly cease performing Work and incurring costs in accordance with the State’s directive,
and the State shall not be liable for costs incurred by Contractor after the suspension of
performance.
b. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
c. Deny Payment
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
state; provided, that any denial of payment shall be equal to the value of the obligations not
performed.
d. Intellectual Property
If any Work infringes, or if the State 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 State, (i) secure that right to use such Work for
the State and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so
that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount
paid for such Work to the State.
B. Contractor’s Remedies
If the State is in breach of any provision of this Contract and does not cure such
breach, Contractor, following the notice and cure period in §11 and the dispute resolution
process in §14, shall have all remedies available at law and equity.
13. State’s Right of Removal
The State retains the right to demand, at any time, regardless of whether Contractor
is in breach, the immediate removal of any of Contractor’s employees, agents, or
subcontractors from the work whom the State, in its sole discretion, deems incompetent,
careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to
this Contract is deemed by the State to be contrary to the public interest or the State’s best
interest.
v.4.11
Page 22 of 44
Acc 11/12/24
14. Dispute Resolution
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance
of this Contract which cannot be resolved by the designated Contract representatives shall be
referred in writing to a senior departmental management staff member designated by the
State and a senior manager designated by Contractor for resolution.
B. Resolution of Controversies
If the initial resolution described in §14.A fails to resolve the dispute within 10
Business Days, Contractor shall submit any alleged breach of this Contract by the State to the
Procurement Official of CDHS as described in §24-102-202(3), C.R.S. for resolution in
accordance with the provisions of §24-106-109, C.R.S., and §§24-109-101.1 through 24-109-
505, C.R.S., (the “Resolution Statutes”), except that if Contractor wishes to challenge any
decision rendered by the Procurement Official, Contractor’s challenge shall be an appeal to
the Executive Director of the Department of Personnel and Administration, or their delegate,
under the Resolution Statutes before Contractor pursues any further action as permitted by
such statutes. Except as otherwise stated in this Section, all requirements of the Resolution
Statutes shall apply including, without limitation, time limitations.
15. Notices and Representatives
Each individual identified on the Signature and Cover Pages shall be the principal
representative of the designating Party. All notices required or permitted to be given under
this Contract shall be in writing, and shall be delivered (A) by hand with receipt required, (B)
by certified or registered mail to such Party’s principal representative at the address set forth
on the Signature and Cover Pages for this Contract or (C) as an email with read receipt
requested to the principal representative at the email address, if any, set forth on the
Signature and Cover Pages for this Contract. If a Party delivers a notice to another through
email and the email is undeliverable, then, unless the Party has been provided with an
alternate email contact, the Party delivering the notice shall deliver the notice by hand with
receipt required or by certified or registered mail to such Party’s principal representative at
the address set forth below. Either Party may change its principal representative or principal
representative contact information by notice submitted in accordance with this section
without a formal amendment to this Contract. Unless otherwise provided in this Contract,
notices shall be effective upon delivery of the written notice.
v.4.11
Page 23 of 44
Acc 11/12/24
16. Rights in Work Product and Other Information
A. Work Product
i. Copyrights
To the extent that the Work Product (or any portion of the Work Product) would not
be considered works made for hire under applicable law, Contractor hereby assigns to the
State, the entire right, title, and interest in and to copyrights in all Work Product and all
works based upon, derived from, or incorporating the Work Product; all copyright
applications, registrations, extensions, or renewals relating to all Work Product and all works
based upon, derived from, or incorporating the Work Product; and all moral rights or similar
rights with respect to the Work Product throughout the world. To the extent that Contractor
cannot make any of the assignments required by this section, Contractor hereby grants to the
State a perpetual, irrevocable, royalty-free license to use, modify, copy, publish, display,
perform, transfer, distribute, sell, and create derivative works of the Work Product and all
works based upon, derived from, or incorporating the Work Product by all means and methods
and in any format now known or invented in the future. The State may assign and license its
rights under this license.
ii. Patents
In addition, Contractor grants to the State (and to recipients of Work Product
distributed by or on behalf of the State) a perpetual, worldwide, no-charge, royalty-free,
irrevocable patent license to make, have made, use, distribute, sell, offer for sale, import,
transfer, and otherwise utilize, operate, modify and propagate the contents of the Work
Product. Such license applies only to those patent claims licensable by Contractor that are
necessarily infringed by the Work Product alone, or by the combination of the Work Product
with anything else used by the State.
iii. Assignments and Assistance
Whether or not Contractor is under contract with the State at the time, Contractor
shall execute applications, assignments, and other documents, and shall render all other
reasonable assistance requested by the State, to enable the State to secure patents,
copyrights, licenses and other intellectual property rights related to the Work Product. To the
extent that Work Product would fall under the definition of “works made for hire” under 17
U.S.C.S. §101, the Parties intend the Work Product to be a work made for hire. Contractor
v.4.11
Page 24 of 44
Acc 11/12/24
assigns to the State and its successors and assigns, the entire right, title, and interest in and
to all causes of action, either in law or in equity, for past, present, or future infringement of
intellectual property rights related to the Work Product and all works based on, derived from,
or incorporating the Work Product.
B. Exclusive Property of The State
Except to the extent specifically provided elsewhere in this Contract, all State
Records, 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
information provided by or on behalf of the State to Contractor are the exclusive property of
the State (collectively, “State Materials”). Contractor shall not use, willingly allow, cause or
permit Work Product or State Materials to be used for any purpose other than the
performance of Contractor’s obligations in this Contract without the prior written consent of
the State. Upon termination of this Contract for any reason, Contractor shall provide all
Work Product and State Materials to the State in a form and manner as directed by the State.
C. Exclusive Property of Contractor
Contractor retains the exclusive rights, title, and ownership to any and all pre-existing
materials owned or licensed to Contractor including, but not limited to, all pre-existing
software, licensed products, associated source code, machine code, text images, audio
and/or video, and third-party materials, delivered by Contractor under the Contract, whether
incorporated in a Deliverable or necessary to use a Deliverable (collectively, “Contractor
Property”). Contractor Property shall be licensed to the State as set forth in this Contract or a
State approved license agreement:
i. entered into as exhibits to this Contract;
ii. obtained by the State from the applicable third-party vendor; or
iii. in the case of open source software, the license terms set forth in the
applicable open source license agreement.
17. Statewide Contract Management System
If the maximum amount payable to Contractor under this Contract is $100,000 or
greater, either on the Effective Date or at any time thereafter, this section shall apply.
Contractor agrees to be governed by and comply with the provisions of §§24-106-103, 24-102-
206, 24-106-106, and 24-106-107, C.R.S. regarding the monitoring of vendor performance and
the reporting of contract performance information in the State’s contract management
system (“Contract Management System” or “CMS”). Contractor’s performance shall be subject
v.4.11
Page 25 of 44
Acc 11/12/24
to evaluation and review in accordance with the terms and conditions of this Contract,
Colorado statutes governing CMS, and State Fiscal Rules and State Controller Policies.
18. General Provisions
A. Assignment
Contractor’s rights and obligations under this Contract are personal and may not be
transferred or assigned without the prior, written consent of the State. Any attempt at
assignment or transfer without such consent shall be void. Any assignment or transfer of
Contractor’s rights and obligations approved by the State shall be subject to the provisions of
this Contract.
B. Subcontracts
Unless other restrictions are required elsewhere in this Contract, Contractor shall not
enter into any subcontract in connection with its obligations under this Contract without
providing notice to the State. The State may reject any such subcontract, an d Contractor
shall terminate any subcontract that is rejected by the State and shall not allow any
Subcontractor to perform any Work after that Subcontractor’s subcontract has been rejected
by the State. Contractor shall submit to the State a copy of each such subcontract upon
request by the State. All subcontracts entered into by Contractor in connection with this
Contract shall comply with all applicable federal and state laws and regulations, shall provide
that they are governed by the laws of the State of Colorado, and shall be subject to all
provisions of this Contract.
C. Binding Effect
Except as otherwise provided in §18.A., all provisions of this Contract, including the
benefits and burdens, shall extend to and be binding upon the Parties’ respective successors
and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of
this Contract and the performance of such Party’s obligations have been duly authorized.
v.4.11
Page 26 of 44
Acc 11/12/24
E. Captions and References
The captions and headings in this Contract are for convenience of reference only, and
shall not be used to interpret, define, or limit its provisions. All references in this Contract to
sections (whether spelled out or using the § symbol), subsections, exhibits or other
attachments, are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Contract may be executed in multiple, identical, original counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall constitute one
and the same agreement.
G. Entire Understanding
This Contract represents the complete integration of all understandings between the
Parties related to the Work, and all prior representations and understandings related to the
Work, oral or written, are merged into this Contract. Prior or contemporaneous additions,
deletions, or other changes to this Contract shall not have any force or effect whatsoever,
unless embodied herein.
H. Digital Signatures
If any signatory signs this Contract using a digital signature in accordance with the
Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of
digital signatures issued under the State Fiscal Rules, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Contract by reference.
I. Modification
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.
Modifications permitted under this Contract, other than contract amendments, shall conform
to the policies issued by the Colorado State Controller.
v.4.11
Page 27 of 44
Acc 11/12/24
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
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.
K. Order of Precedence
In the event of a conflict or inconsistency between this Contract and any Exhibits or
attachments such conflict or inconsistency shall be resolved by reference to the documents in
the following order of priority:
i. HIPAA Business Associate Agreement (if any).
ii. Federal Provisions (if any).
iii. Colorado Special Provisions in §19 of the main body of this Contract.
iv. Information Technology Provisions Exhibit (if any).
v. The provisions of the other sections of the main body of this Contract.
vi. PII Certification (if any)
vii. Any other Exhibit(s) shall take precedence in alphabetical order.
L. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State 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.
M. Severability
The invalidity or unenforceability of any provision of this Contract shall not affect the
validity or enforceability of any other provision of this Contract, which shall remain in full
force and effect, provided that the Parties can continue to perform their obligations under
this Contract in accordance with the intent of the Contract.
N. Survival of Certain Contract Terms
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.
v.4.11
Page 28 of 44
Acc 11/12/24
O. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C.,
Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and
from State and local government sales and use taxes under §§39-26-704(1), et seq. C.R.S.
(Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable
for the payment of any excise, sales, or use taxes, regardless of whether any political
subdivision of the state imposes such taxes on Contractor. Contractor shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that
Contractor may wish to have in place in connection with this Contract.
P. Third Party Beneficiaries
Except for the Parties’ respective successors and assigns described in §18.A., this
Contract does not and is not intended to confer any rights or remedies upon any person or
entity other than the Parties. Enforcement of this Contract and all rights and obligations
hereunder are reserved solely to the Parties. Any services or benefits which third parties
receive as a result of this Contract are incidental to the Contract, and do not create any
rights for such third parties.
Q. Waiver
A Party’s failure or delay in exercising any right, power, or privilege under this
Contract, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall
any single or partial exercise of any right, power, or privilege preclude any other or further
exercise of such right, power, or privilege.
R. Cora Disclosure
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 public
release through the CORA.
S. Standard and Manner of Performance
Contractor shall perform its obligations under this Contract in accordance with the
highest standards of care, skill and diligence in Contractor’s industry, trade, or profession.
v.4.11
Page 29 of 44
Acc 11/12/24
T. Licenses, Permits, and Other Authorizations.
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 licenses, certifications, permits and other
authorizations required to perform their obligations in relation to this Contract.
U. Indemnification
i. Applicability
This entire §18.U does not apply to Contractor if Contractor is a “public entity” within
the meaning of the GIA.
ii. General Indemnification
Contractor shall indemnify, save, and hold harmless the State, its employees, agents
and assignees (the “Indemnified Parties”), against any and all costs, expenses, claims,
damages, liabilities, court awards and other amounts (including attorneys’ fees and related
costs) incurred by any of the Indemnified Parties in relation to any act or omission by
Contractor, or its employees, agents, Subcontractors, or assignees in connection with this
Contract.
iii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §8 may
be cause for legal action by third parties against Contractor, 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 in relation to any act or omission by Contractor, or its employees,
agents, assigns, or Subcontractors in violation of §8.
iv. Intellectual Property Indemnification
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
v.4.11
Page 30 of 44
Acc 11/12/24
any Deliverable, Good or Service, software, or Work Product provided by Contractor under
this Contract (collectively, “IP Deliverables”), or the use thereof, infringes a patent,
copyright, trademark, trade secret, or any other intellectual property right. Contractor’s
obligations hereunder shall not extend to the combination of any IP Deliverables provided by
Contractor with any other product, system, or method, unless the other product, system, or
method is (a) provided by Contractor or Contractor’s subsidiaries or affiliates; (b) specified by
Contractor to work with the IP Deliverables; (c) reasonably required in order to use the IP
Deliverables in its intended manner and the infringement could not have been avoided by
substituting another reasonably available product, system, or method capable of performing
the same function; or (d) is reasonably expected to be used in combination with the IP
Deliverables.
v. Accessibility
a. Contractor shall comply with and the Work Product provided
under this Contract shall be in compliance with all applicable
provisions of §§24-85-101, et seq., C.R.S., and the Accessibility
Standards for Individuals with a Disability , as established by
the Governor’s Office of Information Technology (OIT), pursuant
to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply
with all State of Colorado technology standards related to
technology accessibility and with Level AA of the most current
version of the Web Content Accessibility Guidelines (WCAG),
incorporated in the State of Colorado technology standards.
b. The State may require Contractor’s compliance to the State’s
Accessibility Standards to be determined by a third party
selected by the State to attest to Contractor’s Work Product and
software is in compliance with §§24-85-101, et seq., C.R.S., and
the Accessibility Standards for Individuals with a Disability as
established by the Office of Information Technology pursuant to
Section §24-85-103 (2.5), C.R.S.
c. Accessibility Indemnification: Contractor shall indemnify, save,
and hold harmless the state, its employees, agents and assignees
(collectively, the “Indemnified Parties”), against any and all
costs, expenses, claims, damages, liabilities, court awards and
other amounts (including attorneys’ fees and related costs)
incurred by any of the Indemnified Parties in relation to
Contractor’s failure to comply with §§24-85-101, et seq., C.R.S.,
or the Accessibility Standards for Individuals with a
Disability as established by the Office of Information
Technology pursuant to Section §24-85-103 (2.5), C.R.S.
v.4.11
Page 31 of 44
Acc 11/12/24
V. Other
i. Compliance with State and Federal Law, Regulations, & Executive
Orders
Contractor shall comply with all State and, if Federal funding is involved, Federal law,
regulations, executive orders, State and Federal Awarding Agency policies, procedures,
directives, and reporting requirements at all times during the term of this Contract.
19. Colorado Special Provisions (Colorado Fiscal Rule 3-3)
These Special Provisions apply to all contracts except where noted in {grey highlighted
braces}.
A. Statutory Approval. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State
Controller or designee. If this Contract is for a Major Information Technology Project, as
defined in §24-37.5-102(2.6), C.R.S., then this Contract shall not be valid until it has been
approved by the State’s Chief Information Officer or designee.
B. Fund Availability. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made
available.
C. Governmental Immunity.
Liability for claims for injuries to persons or property arising from the negligence of
the State, its departments, boards, commissions committees, bureaus, offices, employees and
officials 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.
v.4.11
Page 32 of 44
Acc 11/12/24
D. Independent Contractor.
Contractor shall perform its duties hereunder as an independent contractor and not as
an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to
be an agent or employee of the State. Contractor shall not have authorization, express or
implied, to bind the State to any agreement, liability or understanding, except as expressly
set forth herein. Contractor and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not pay for
or otherwise provide such coverage for Contractor or any of its agents or employees.
Contractor shall pay when due all applicable employment taxes and income taxes and local
head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force
workers’ compensation and unemployment compensation insurance in the amounts required
by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible
for its acts and those of its employees and agents.
E. Compliance With Law.
Contractor shall strictly comply with all applicable federal and State laws, rules, and
regulations in effect or hereafter established, including, without limitation, laws applicable
to discrimination and unfair employment practices.
F. Choice of Law, Jurisdiction, and Venue.
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 and exclusive venue shall be in the City and County of Denver.
G. Prohibited Terms.
Any term included in this Contract that requires the State to indemnify or hold
Contractor harmless; requires the State 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 §24-106-109, C.R.S.
v.4.11
Page 33 of 44
Acc 11/12/24
H. Software Piracy Prohibition.
State or other public funds payable under this Contract shall not be used for the
acquisition, operation, or maintenance of computer software in violation of federal copyright
laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during
the term of this Contract and any extensions, Contractor has and shall maintain in place
appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Contractor is in violation of this provision, the State may exercise any
remedy available at law or in equity or under this Contract, including, without limitation,
immediate termination of this Contract and any remedy consistent with federal copyright
laws or applicable licensing restrictions.
I. Employee Financial Interest/Conflict of Interest. §§24-18-201 and 24-
50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any
personal or beneficial interest whatsoever in the service or property described in this
Contract. Contractor has no interest and shall not acquire any interest, direct or indirect,
that would conflict in any manner or degree with the performance of Contractor’s services
and Contractor shall not employ any person having such known interests.
J. Vendor Offset and Erroneous Payments. §§24-30-202(1) and 24-30-
202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5),
C.R.S., the State Controller may withhold payment under the State’s vendor offset intercept
system for debts owed to State agencies for:
i. unpaid child support debts or child support arrearages;
ii. unpaid balances of tax, accrued interest, or other charges specified in §§39-
21-101, et seq., C.R.S.;
iii. unpaid loans due to the Student Loan Division of the Department of Higher
Education;
iv. amounts required to be paid to the Unemployment Compensation Fund; and
v. other unpaid debts owing to the State as a result of final agency
determination or judicial action. The State may also recover, at the State’s
discretion, payments made to Contractor in error for any reason, including,
but not limited to, overpayments or improper payments, and unexpended
or excess funds received by Contractor by deduction from subsequent
payments under this Contract, deduction from any payment due under any
v.4.11
Page 34 of 44
Acc 11/12/24
other contracts, grants or agreements between the State and Contractor, or
by any other appropriate method for collecting debts owed to the State.
20. Department of Human Services Provisions
A. Exclusion, Debarment and/or Suspension
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. § 1320a-7b(f) or in any
other government payment program by any federal or State of Colorado department or
agency. If 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 State 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 State may immediately terminate this Contract.
B. Emergency Planning
If Contractor provides Work that is an extension of State work performed as part of
the State of Colorado Emergency Operations Plan or for a publicly funded safety net program,
as defined by C.R.S. § 24-33.5-701 et seq., Contractor shall perform the Work in accordance
with the State’s Emergency Operations Plan or continuity of operations plan in the event of
an emergency. If requested, Contractor shall provide a plan and reporting information to
ensure compliance with the State’s Emergency Operations Plan and C.R.S. § 24-33.5-701 et
seq.
C. Restrictions On Public Benefits
If applicable, Contractor shall comply with C.R.S. §§ 24-76.5-101 – 103 exactly as the
State is required to comply with C.R.S. §§ 24-76.5-101 – 103.
D. Discrimination
Contractor shall not:
i. discriminate against any person on the basis of gender, race, ethnicity,
religion, national origin, age, sexual orientation, gender identity,
citizenship status, education, disability, socio-economic status, or any
other identity.
v.4.11
Page 35 of 44
Acc 11/12/24
ii. exclude from participation in, or deny benefits to any qualified individual
with a disability, by reason of such disability.
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.
E. Criminal Background Check
Pursuant to C.R.S. §27-90-111 and CDHS Policy VI-2.4, any independent contractor,
and its agent(s), who is designated by the Executive Director or the Executive Director’s
designee to be a contracting employee under C.R.S. §27-90-111, who has direct contact with
vulnerable persons in a state-operated facility, or who provides state-funded services that
involve direct contact with vulnerable persons in the vulnerable person’s home or residence,
shall:
i. submit to and successfully pass a criminal background check, and
ii. report any arrests, charges, or summonses for any disqualifying offense as
specified by C.R.S. §27-90-111 to the State.
Any Contractor or its agent(s), who does not comply with C.R.S. §27-90-111 and CDHS
Policy VI-2.4, may, at the sole discretion of the State, be suspended or terminated.
F. Fraud Policy
Contractor shall comply with the current CDHS Fraud Policy.
G. C-Stat - Performance Based Program Analysis and Management Strategy
(C-Stat Strategy)
Without any additional cost to the State, Contractor shall collect and maintain
Contract performance data, as determined solely by the State. Upon request, Contractor
shall provide the Contract performance data to the State. This provision does not allow the
State to impose unilateral changes to performance requirements.
H. COVID-19 Pandemic
CDHS operates many facilities across the State and with regard to the COVID-19
Pandemic, Contractor may be subject to local or state public health orders, Department
policy, individual facility policy, or any other requirement that could impose additional
requirements on the Contractor. If so, Contractor shall promptly comply upon notice.
v.4.11
Page 36 of 44
Acc 11/12/24
21. Third Party Certification for Access to PII Through a Database or
Automated Network
Pursuant to § 24-74-105, C.R.S, if Contractor is to be granted access to Personal
Identifying Information through a database or automated network that is not publicly
available information, Contractor certifies, and will certify annually, under penalty of perjury
that Contractor has not and will not use or disclose any Personal Identifying Information, as
defined by § 24-74-102(1), C.R.S., for the purpose of investigating for, participating in,
cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of
civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is
codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or
State law, or to comply with a court-issued subpoena, warrant or order.
If Contractor’s agents, employees, assigns or Subcontractors require certification
pursuant to § 24-74-105, C.R.S., Contractor shall require annually that its agents, employees,
assigns or Subcontractors sign and date the following certifications as applicable, which shall
be made available to the State upon request:
For an individual: Pursuant to § 24-74-105, C.R.S., I hereby certify under the
penalty of perjury that I have not and will not use or disclose any Personal Identifying
Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for,
participating in, cooperating with, or assisting Federal Immigration Enforcement,
including the enforcement of civil immigration laws, and the Illegal Immigration and
Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless
required to do so to comply with Federal or State law, or to comply with a court -
issued subpoena, warrant or order.
For and entity/organization: Pursuant to § 24-74-105, C.R.S., I,
_________________, on behalf of __________________________ (legal name of entity
/ organization) (the “Organization”), hereby certify under the penalty of perjury that
the Organization has not and will not use or disclose any Personal Identifying
Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for,
participating in, cooperating with, or assisting Federal Immigration Enforcement,
including the enforcement of civil immigration laws, and the Illegal Immigration and
Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless
required to do so to comply with Federal or State law, or to comply with a court -
issued subpoena, warrant or order.
I hereby represent and certify that I have full legal authority to execute this
certification on behalf of the Organization.
v.4.11
Page 37 of 44
Acc 11/12/24
22. Federal Provisions
A. Applicability of Provisions.
i. This Federal Provisions section shall apply in the event that the Contract is
funded, in whole or in part, with an Award of Federal funds. Contractor
shall confirm with their CDHS Contact for their Contract if this Contract is
funded in whole or in part by federal funds. Where Federal funds are not
used to fund this Contract, then this Federal Provisions section shall not
apply, but remains in this Contract due to the template nature of this
Contract.
ii. If the Contract is funded in whole or in part with Federal funds, and in the
event of a conflict between this Federal Provisions section, the Special
Provisions, the body of the Contract, or any attachments or exhibits made a
part of the Contract, the provisions of this Federal Provisions section shall
control. Exceptions to this are as follows:
a. If the Supplemental Provisions for Federal Awards Exhibit is attached
to this Contract, then in the event of a conflict amongst provisions,
the Supplemental Provisions for Federal Awards exhibit shall control
over the provisions of this Federal Provisions section.
b. If the SLFRF Subrecipient Provisions Exhibit is attached to this
Contract, then in the event of a conflict amongst provisions, the
SLFRF Subrecipient Provisions Exhibit shall control over the
provisions of this Federal Provisions section.
B. Compliance.
i. Contractor shall comply with all applicable provisions of the Transparency
Act (the Federal Funding Accountability and Transparency Act of 2006
[Public Law 109-282], as amended by section 6202 of Public Law 110-252)
all applicable provisions of the Uniform Guidance, and the regulations
issued pursuant thereto, including but not limited to these federal
Provisions. Any revisions to such provisions or regulations shall
automatically become a part of these Federal Provisions, without the
necessity of either party executing any further instrument. The State of
Colorado may provide written notification to Contractor of such revisions,
but such notice shall not be a condition precedent to the effectiveness of
such revisions.
v.4.11
Page 38 of 44
Acc 11/12/24
C. System for Award Management (SAM) and Unique Entity Id Requirements.
i. SAM. Contractor shall maintain the currency of its information in SAM until
the Contractor submits the final financial report required under the Award
or receives final payment, whichever is later. Contractor shall review and
update SAM information at least annually after the initial registration, and
more frequently if required by changes in its information.
ii. Unique Entity ID. Contractor shall provide its Unique Entity ID to its
Recipient, and shall update Contractor’s information at
http://www.sam.gov at least annually after the initial registration, and
more frequently if required by changes in Contractor’s information.
D. Contract Provisions Required by Uniform Guidance Appendix II To Part
200.
i. Contracts for more than the simplified acquisition threshold, which is the
inflation adjusted amount determined by the Civilian Agency Acquisition
Council and the Defense Acquisition Regulations Council (Councils) as
authorized by 41 U.S.C. 1908, must address administrative, contractual, or
legal remedies in instances where contractors violate or breach contract
terms, and provide for such sanctions and penalties as appropriate. The
simplified acquisitions threshold is $250,000
ii. All contracts in excess of $10,000 must address termination for cause
and for convenience by the non-Federal entity including the manner by
which it will be effected and the basis for settlement.
iii. Equal Employment Opportunity. Except as otherwise provided under 41
CFR Part 60, all contracts that meet the definition of “federally assisted
construction contract” in 41 CFR Part 60-1.3 must include the equal
opportunity clause provided under 41 CFR 60-1.4(b), in accordance with
Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319,
12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive
Order 11375, “Amending Executive Order 11246 relating to Equal
Employment Opportunity,” and implementing regulations at 41 CFR Part 60,
“Office of federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor.”
iv. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by
Federal program legislation, all prime construction contracts in excess of
$2,000 awarded by non-Federal entities must include a provision for
compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148)
as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor
Standards Provisions Applicable to Contracts Covering Federally Financed
and Assisted Construction”). In accordance with the statute, contractors
must be required to pay wages to laborers and mechanics at a rate not less
than the prevailing wages specified in a wage determination made by the
Secretary of Labor. In addition, contractors must be required to pay wages
not less than once a week. The non-Federal entity must place a copy of the
v.4.11
Page 39 of 44
Acc 11/12/24
current prevailing wage determination issued by the Department of Labor in
each solicitation. The decision to award a contract or subcontract must be
conditioned upon the acceptance of the wage determination. The non-
Federal entity must report all suspected or reported violations to the
Federal awarding agency. The contracts must also include a provision for
compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as
supplemented by Department of Labor regulations (29 CFR Part 3,
“Contractors and Subcontractors on Public Building or Public Work Financed
in Whole or in Part by Loans or Grants from the United States”). The Act
provides that each contractor or subrecipient must be prohibited from
inducing, by any means, any person employed in the construction,
completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non-Federal
entity must report all suspected or reported violations to the Federal
awarding agency.
v. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708).
Where applicable, all contracts awarded by the non-Federal entity in excess
of $100,000 that involve the employment of mechanics or laborers must
include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5). Under
40 U.S.C. 3702 of the Act, each contractor must be required to compute
the wages of every mechanic and laborer on the basis of a standard work
week of 40 hours. Work in excess of the standard work week is permissible
provided that the worker is compensated at a rate of not less than one and
a half times the basic rate of pay for all hours worked in excess of 40 hours
in the work week. The requirements of 40 U.S.C. 3704 are applicable to
construction work and provide that no laborer or mechanic must be
required to work in surroundings or under working conditions which are
unsanitary, hazardous or dangerous. These requirements do not apply to
the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence.
vi. Rights to Inventions Made Under a Contract or Agreement. If the Federal
award meets the definition of “funding agreement” under 37 CFR § 401.2
(a) and the recipient or subrecipient wishes to enter into a contract with a
small business firm or nonprofit organization regarding the substitution of
parties, assignment or performance of experimental, developmental, or
research work under that “funding agreement,” the recipient or
subrecipient must comply with the requirements of 37 CFR Part 401,
“Rights to Inventions Made by Nonprofit Organizations and Small Business
Firms Under Government Grants, Contracts and Cooperative Agreements,”
and any implementing regulations issued by the awarding agency.
vii. Clean Air Act (42 U.S.C. 7401-7671q.) and the federal Water Pollution
Control Act (33 U.S.C. 1251-1387), as amended - Contracts and subgrants
of amounts in excess of $150,000 must contain a provision that requires the
non-Federal award to agree to comply with all applicable standards, orders
or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q)
and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-
v.4.11
Page 40 of 44
Acc 11/12/24
1387). Violations must be reported to the Federal awarding agency and the
Regional Office of the Environmental Protection Agency (EPA).
viii. Debarment and Suspension (Executive Orders 12549 and 12689) - A
contract award (see 2 CFR 180.220) 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 1986 Comp., p. 189) and 12689 (3 CFR
part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions
contains the names of parties debarred, suspended, or otherwise excluded
by agencies, as well as parties declared ineligible under statutory or
regulatory authority other than Executive Order 12549.
ix. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - Contractors that apply or
bid for an award exceeding $100,000 must file the required certification.
Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member of
Congress in connection with obtaining any Federal contract, grant or any
other award covered by 31 U.S.C. 1352. Each tier must also disclose any
lobbying with non-Federal funds that takes place in connection with
obtaining any Federal award. Such disclosures are forwarded from tier to
tier up to the non-Federal award.
x. Prohibition on certain telecommunications and video surveillance
services or equipment §2 CFR 200.216
a. Recipients and sub recipients are prohibited from obligating or
expending loan or grant funds to:
1) Procure or obtain;
2) Extend or renew a contract to procure or obtain; or
3) Enter into a contract (or extend a contract) to procure or obtain
equipment, services, or systems that uses covered
telecommunications equipment or services as a substantial or
essential component of any system, or as critical technology as
part of any system. As described in Public Law 115-232, section
889, covered telecommunications equipment is
telecommunications equipment produced by Huawei
Technologies Company or ZTE Corporation (or any subsidiary or
affiliate of such entities).
xi. Contracts with small and minority businesses, women’s business
enterprises, and labor surplus area firms. (2 CFR §200.321). The non-
Federal entity must take all necessary affirmative steps to assure that
minority businesses, women’s business enterprises, and labor surplus area
firms are used when possible.
xii. Domestic preferences for procurements. (2 CFR §200.322) As appropriate
and to the extent consistent with law, the non-Federal entity should, to the
greatest extent practicable under a Federal award, provide a preference
for the purchase, acquisition, or use of goods, products, or materials
produced in the United States (including but not limited to iron, aluminum,
v.4.11
Page 41 of 44
Acc 11/12/24
steel, cement, and other manufactured products). The requirements of this
section must be included in all subawards including all contracts and
purchase orders for work or products under this award.
xiii. Procurement of recovered materials. (2 CFR §200.323) A non-Federal
entity that is a state agency or agency of a political subdivision of a state
and its contractors must comply with section 6002 of the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act.
The requirements of Section 6002 include procuring only items designated
in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part
247 that contain the highest percentage of recovered materials practicable,
consistent with maintaining a satisfactory level of competition, where the
purchase price of the item exceeds $10,000 or the value of the quantity
acquired during the preceding fiscal year exceeded $10,000; procuring solid
waste management services in a manner that maximizes energy and
resource recovery; and establishing an affirmative procurement program for
procurement of recovered materials identified in the EPA guidelines.
E. Termination for Convenience of the Government
i. Pursuant to §4.2 of these Federal Provisions, the State of Colorado may
terminate this contract, in whole or in part, when it is in the Government’s
interest. Solicitations and contracts shall include clauses as required by FAR
49.502 (2023). Termination for convenience of the government shall
comply with the following provisions of the Federal Acquisition Regulations:
a. For Fixed Price Contracts: FAR 52.249-2 (2023)
b. For Contracts for Personal Services: FAR 52.249-12 (2023)
c. For Construction Contracts for Dismantling, Demolition, or
Removal of Improvements: FAR 52.249-3 (2023)
d. For Educational and Other Nonprofit Institutions: FAR 52.249-5
(2023)
F. Event of Default.
i. Failure to comply with these Federal Provisions shall constitute an event of
default under the Contract and the State of Colorado may terminate the
Contract upon 30 days prior written notice if the default remains uncured
five calendar days following the termination of the 30 day notice period.
This remedy will be in addition to any other remedy available to the State
of Colorado under the Contract, at law or in equity.
v.4.11
Page 42 of 44
Acc 11/12/24
23. Sample Option Letter
SAMPLE OPTION LETTER (If Applicable)
1. State Agency
[Insert Department’s or IHE’s Full Legal
Name]
2. Contractor
[Insert Contractor’s Full Legal Name,
including “Inc.”, “LLC”, etc...]
3. Current Contract Maximum
Amount
Initial Term
[State Fiscal Year 20xx $0.00]
Extension Terms
[ State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00]
Total for All State Fiscal Years [$0.00]
Option Letter Number
[Insert the Option Number (e.g. “1” for the first
option)]
4. Original Contract Number
[Insert CMS number or Other Contract Number of
the Original Contract]
5. Option Contract Number
[Insert CMS number or Other Contract Number of
this Option]
Contract Performance Beginning Date
[Month Day, Year]
Current Contract Expiration Date
[Month Day, Year]
1. Options:
• Option to extend for an Extension Term
• Option to change the quantity of Goods under the Contract
• Option to change the quantity of Services under the Contract
• Option to modify Contract rates
• Option to initiate next phase of the Contract
• Required Provisions:
A. %For use with Option 1(A):% In accordance with Section(s) [Number] of the Original
Contract referenced above, the State hereby exercises its option for an additional
term, beginning [Insert start date] and ending on the current contract expiration date
shown above, at the rates stated in the Original Contract, as amended.
B. %For use with Options 1(B and C):% In accordance with Section(s) [Number] of the
Original Contract referenced above, the State hereby exercises its option to
[Increase/Decrease] the quantity of the [Goods/Services or both] at the rates stated in
the Original Contract, as amended.
v.4.11
Page 43 of 44
11/12/24
C. %For use with Option 1(D):% In accordance with Section(s) [Number] of the Original
Contract referenced above, the State hereby exercises its option to modify the
Contract rates specified in [Exhibit/Section] [Number/Letter]. The Contract rates
attached to this Option Letter replace the rates in the Original Contract as of the
Option Effective Date of this Option Letter.
D. %For use with Option 1(E):% In accordance with Section(s) [Number] of the Original
Contract referenced above, the State hereby exercises its option to initiate Phase
[indicate which Phase: 2, 3, 4, etc.,] which shall begin on [Insert start date] and end
on [Insert ending date] at the cost/price specified in Section [Number].
E. %For use with all Options that modify the Contract Maximum Amount:% The
Contract Maximum Amount table on the Contract’s Signature and Cover Page is hereby
deleted and replaced with the Current Contract Maximum Amount table shown above.
• OPTION EFFECTIVE DATE:
The effective date of this Option Letter is upon approval of the State Controller [or [_____],
whichever is later].
Sample Only – Do Not Sign
Signature page begins on next page.
v.4.11
Page 44 of 44
11/12/24
STATE OF COLORADO
Jared Polis, Governor
[INSERT-Name of Agency or IHE]
[INSERT-Name & Title of Head of Agency or
IHE]
By: Name & of Title Person Signing for Agency
or IHE
Date: _______________
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: Telly Belton/Toni Williamson/Amanda
Rios
Option Effective Date: _______________
In accordance with §24-30-202 C.R.S., this
Option is not valid until signed and dated
above by the State Controller or an
authorized delegate.
Sample Only – Do Not Sign
Exhibit A
Page 1 of 12
Exhibit A – Statement of Work
Article 1
Purpose and Target Population
1.1 Purpose
Co-Responder Programs (“Programs”) create and foster partnerships between behavioral
health professionals and law enforcement, (which may include other first responders if
necessary). Co-Responder Programs identify calls for police service where behavioral
health (mental health and/or substance use) appear to be a relevant factor and then
provide effective responses to individuals in crisis and those with behavioral health needs.
The law enforcement officer and the behavioral health specialist’s combined expertise
aims to improve de-escalation of situations, deflect individuals away from involvement
with the criminal justice system and/or unnecessary hospitalization, and link them to
appropriate services.
Taking population density and other available resources into consideration, the program
and team structure varies between locations to best meet the needs of the community
and the partnering agencies. There are generally two approaches, a primary or secondary
response model. A primary response is that which the clinician is paired with an officer for
joint response, and typically the officer’s time is dedicated to the program; Secondary
response is that which the clinician responds to requests from officers or dispatch and is
not generally paired directly with an officer.
The purpose of this project is to create, sustain, or expand Co-Responder Programs, which
dispatch behavioral health Co-Responders along with law enforcement, or provide a joint
secondary response on calls for service wherein behavioral health appears to be a relevant
factor. The behavioral health provider can provide assessment, crisis intervention
services, and referrals on scene. They may also provide follow-up and connections to
additional resources when necessary.
1.2 Target Population
Individuals who have been brought to the attention of law enforcement and appear to be
experiencing a behavioral health crisis or who have other behavioral health needs, as
determined by the awarded Contractor and their Program policies. This includes
individuals at risk for low-level offenses, misdemeanor crimes, and individuals who have
had repeated contact with law enforcement. The awarded Contractor may expand
eligibility criteria to meet specific community needs.
Exhibit A
Page 2 of 12
Article 2
Definitions and Acronyms
2.1 “BAA” means Business Associate Agreement, as defined in Exhibit C - HIPAA Business
Associate Addendum - Qualified Service Organization Addendum.
2.2 “BHA” means Behavioral Health Administration established in Section 27-50-102,
C.R.S.
2.3 “CDHS” means Colorado Department of Human Services which is the principal
department of the Colorado state government that operates the state's social services.
2.4 “Co-Responder Program” means Co-Responder Programs, which dispatch behavioral
health Co-Responders along with law enforcement, or provide a joint secondary
response on calls for service wherein behavioral health appears to be a relevant
factor.
2.5 “Contract” means this statement of work, including all other Exhibits associated with
this Request for Applications (RFA). Hereinto incorporated by reference, all
referenced statutes, rules and cited authorities, and any future modifications thereto.
2.6 “Contractor” means the awarded party with whom the BHA will enter into an
agreement.
2.7 “Critical Incident” means a situation in which death, physical assault and/or serious
injuries are sustained by Program staff or clients that occurs during a Co-Responder
intervention or response.
2.8 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996.
2.9 “Program” means Co-Responder program.
2.10 “Program/Project Manager” means the person responsible and accountable
for managing the Contractor’s Co-Responder Program.
2.11 “Program Coordination Group” means the group that oversees the Program’s
implementation and progress.
2.12 “RNR” means the Risk-Need-Responsivity model of assessment and treatment to
determine risk of recidivism, criminogenic needs, and responsivity of interventions.
2.13 “Steering Committee” means the group responsible for guiding any changes or issues
around the implementation and development of the Program.
Exhibit A
Page 3 of 12
Article 3
Activities and Services
3.1 Allowable Uses of Funding
The Contractor may use funds to support, with the approval of BHA, items including but
not limited to, the following:
(a) Program personnel, project management and community engagement.
(b) Temporary services and treatments necessary to stabilize a participant’s condition,
including necessary housing.
(c) Outreach.
(d) Direct costs for services.
(e) Specialized program training.
(f) Dedicated law enforcement resources, including overtime required for
participation in operational meetings and training.
(g) Training and technical assistance from experts in the implementation of Co-
Responder Services Programs in other jurisdictions.
(h) Collecting and maintaining the data necessary for program evaluation.
3.2 Work Plan
(a) The Contractor shall provide BHA with a Work Plan as part of the application, using
the BHA-provided template, for review and approval. See RFA Exhibit G - Co-
Responder Work Plan document.
(b) The Contractor shall meet with BHA monthly to review progress on the work plan.
(c) An updated Work Plan must be submitted on an annual basis, at a minimum, for
review and approval.
i. Report Title: Revised Work Plan
ii. Deadline: Due 30 days from Contract Effective Date and annually thereafter
iii. Deliverables: Program Manager shall provide email address during contract
execution process
3.3 The Contractor shall respond to communications from the BHA within five (5) calendar
days.
3.4 Start-up Period for Project Development
The Contractor shall be permitted a start-up period of up to three (3) months from the
date of execution of the contract. At the end of this period, the Contractor shall be
expected to have all required program partnerships and contracts finalized and be ready
Exhibit A
Page 4 of 12
to begin program operations. If the Contractor is unable to implement the program within
three months’ time, the Contractor will be placed on a performance improvement plan
and the Contractor shall work with BHA on drafting and meeting this performance
improvement plan.
3.5 Steering Committee
(a) The Contractor shall develop and maintain a Steering Committee to oversee the
implementation and ongoing development of the Program for the duration of the
Contract term. The Steering Committee shall meet at least biannually to discuss,
problem-solve and/or guide any changes or issues around the implementation and
ongoing development of the Program. The Steering Committee shall include high-
level, decision-making representatives from each of the key local stakeholder
disciplines listed below:
i. Lead law enforcement agency representative.
ii. Behavioral health service provider representative.
iii. Impacted individual and/or consumer or family member.
iv. Local hospital representative and;
v. Crisis Services representative.
(b) The Contractor shall also include other entities in the Steering Committee, which in
its determination, are integral to the success of the Program. Entities may include
prosecutors, jail administrators, advocacy groups, and harm reduction agencies.
(c) The Steering Committee shall be charged with the following:
i. To perform an initial examination of the nature of the problem to help
develop the Program’s objectives and design.
ii. To consider how the Program relates to other local criminal justice or
behavioral health partnerships that may be in place or are in the process of
being established.
iii. To support a forum for planning decisions during the implementation phase,
and to provide ongoing leadership, problem-solving and design modifications
throughout the life of the Program.
iv. To designate appropriate staff to make up a Program Coordination Group.
v. To identify any barriers to the Program’s success and help reduce and
resolve the impacts of barriers on the Program (such as identification of
facilities).
Exhibit A
Page 5 of 12
vi. To develop procedures to ensure that essential information is shared in an
appropriate and timely manner.
1) Report Title: Steering Committee & Program Coordination Group
Rosters
2) Deadline: Sixty (60) days after contract execution and as updated
3) Deliverables: cdhs_bhadeliverables@state.co.us
3.6 Program Coordination Group
(a) The Contractor shall develop and maintain a Program Coordination Group to guide
and support the Program operations. If the creation of two separate groups is
unrealistic due to workforce and/or resource limitations, this Program
Coordination Group may be the same as the Steering Committee.
(b) The Program Coordination Group shall:
i. Oversee officer and Program training implementation, as specified in Article
3.11 below.
ii. Measure the Program’s progress toward achieving stated goals.
iii. Resolve ongoing challenges to the Program’s effectiveness; and
iv. Inform agency leaders and other policymakers of Program costs,
developments, and progress.
(c) The Contractor shall designate a law enforcement Program Champion within each
partnering law enforcement agency to serve as the agency’s representative on the
Program Coordination Group.
1) Report Title: Steering Committee & Program Coordination Group
Rosters
2) Deadline: Sixty (60) days after contract execution and as updated
3) Deliverables: cdhs_bhadeliverables@state.co.us
3.7 Program Manager
The Contractor shall select a Program/Project Manager (“Manager”), and establish the
Manager’s role, responsibilities, and authority, which shall include support of the Steering
Committee and the Program Coordination Group. The Program Manager is the point person
for BHA through the life of the contract. The Contractor shall communicate via email to
BHA any changes to the Manager’s contact information within one business day of change.
3.8 Project Director
Contractor shall identify a Project Director who is employed by the Contractor and has
decision making authority for the Contractor. The Project Director holds overall
Exhibit A
Page 6 of 12
responsibility for ongoing program administration and fiscal oversight initially and is the
point of contact for BHA through the contracting process, if awarded. The Contractor shall
communicate via email to BHA any changes to the Director’s contact information within
one business day of change
3.9 Partnership Agreements
The Contractor shall develop partnership agreements with other local criminal justice
agencies, behavioral health agencies or government agencies, to address any key
challenges inherent in multidisciplinary collaboration. Partnership agreements shall
include a description of how partners collectively identified the need for the project, and
individualized letters of support outlining each partner’s level of participation and
commitment in the Program, responsibilities to the Program (policy and/or operational),
resources they will contribute, and processes in collecting and sharing data. The
Contractor, or any other party or partnership, does not have authority to negotiate or
enter into any agreements on behalf of CDHS or the BHA.
(a) Report Title: Partnership Agreement(s)
(b) Deadline: Upon execution of a partnership agreement(s)
(c) Deliverables: The Program Manager shall provide an email address during the
contract execution process
3.10 Data Sharing Agreements
The Contractor shall ensure a data-sharing Business Associates Agreement (“BAA”) is
developed and put in place between the partner agencies, as applicable by law. The data-
sharing agreement shall ensure that each partner agency complies with the terms of the
HIPAA-BAA and 42 CFR Part 2.
3.11 Program, Policies, and Procedures
(a) The Contractor shall develop and maintain Program policies and procedures,
subject to BHA review and approval.
(b) The Contractor shall submit a draft copy of each of the policies and procedures
required under this Section 3.10 (Program Policies and Procedures), to BHA for
review and comment. The Contractor shall work with BHA to resolve all comments
from BHA and incorporate any agreed revisions in the final policies and
procedures.
i. Report Title: Program Policies and Procedures Document
ii. Deadline: Draft document due to BHA ninety (90) days from Contract
Effective Date. Final document due to BHA thirty (30) days from reviewed
Exhibit A
Page 7 of 12
draft sent from BHA to Contractor. Subsequent updates to policies and
procedures due to BHA within ten (10) days of changes
iii. Deliverables: Program Manager shall provide email address during contract
execution process.
(c) The Contractor shall ensure that specific policies and procedures are developed
and implemented for the following aspects of the Program.
i. Target Population and Eligibility Criteria
The Contractor shall identify the target population, develop eligibility
criteria, and develop Program policies to identify individuals who will be
referred to the Program. The Contractor shall ensure that the referrals
include individuals at risk for low-level offenses and misdemeanor crimes
and individuals who have had repeated contact with law enforcement. The
Contractor may expand eligibility criteria to meet specific community
needs.
ii. Call Taker and Dispatcher
The Contractor shall develop, or ensure the development of, policies and
procedures for call takers and dispatchers. These shall include, but are not
limited to:
1) The specific information call takers must gather from calls.
2) Policies specifying the means by which dispatchers are informed of
staffing patterns, including up to date information during shifts.
3) Clear definitions of the geographic coverage areas designated and
eligible for law enforcement and behavioral health Co-Responder calls.
(d) Stabilization, Observation, and Disposition
The Contractor shall develop policies and procedures to help guide law
enforcement officers and/or behavioral health Co-Responders resolve encounters
with the least restrictive environment appropriate for the circumstances.
(e) Transportation and Custodial Transfer
The Contractor shall develop policies and procedures to help guide effective and
efficient transportation and custodial transfers. The policies shall at a minimum:
i. Identify facilities capable of assuming custodial responsibility, which are
available at all times, have personnel qualified to conduct a behavioral
health evaluation, and do not turn away people brought by law
enforcement without specific reasons.
Exhibit A
Page 8 of 12
ii. Establish resources to connect individuals with, including friends, family
members, peer support groups, or crisis centers, when available in non-
custodial situations.
iii. Engage the services of the individual’s current behavioral health provider or
a crisis team.
(f) Critical Incident Policy
Contractor shall develop and maintain a policy for review of critical incidents
(including death, physical assault and/or serious injuries sustained by Program
staff or clients) (“Critical Incidents”) that occur during a Program intervention or
response and adhere to Critical Incident Reporting in Section 3.18.
(g) Information Exchange and Confidentiality
The Steering Committee shall develop procedures to ensure that essential
information is shared in an appropriate manner. Information shall be shared in a
way that protects individuals’ confidentiality rights as treatment consumers and
constitutional rights as possible defendants. Individuals with behavioral health
disorders who have been in contact with a behavioral health agency should be
offered an opportunity to provide consent in advance for behavioral health
providers to share specified information with law enforcement authorities if an
incident occurs (sometimes called an advance directive).
3.12 Program Training and Cross-Training
(a) State Program Meeting Requirements.
The Contractor shall attend an orientation session (mandatory only in the
Contractor’s first year under the Program), monthly Program progress status
meetings with the BHA manager, and other required Program meetings and training
throughout the term of the Program.
i. Report Title: Monthly Program Progress Status meetings
ii. Deadline: Monthly (day and time shall be mutually agreed upon after
contract execution)
iii. Deliverables: Program Manager shall provide virtual meeting link upon
identifying mutually agreed upon day and time
(b) Contractor Training
The Contractor shall provide necessary training for Contractor’s Program to
include:
Exhibit A
Page 9 of 12
i. Officer Training
The Contractor shall provide officer training to improve officers’ responses
to people with behavioral health needs and to educate officers on the
Program. The Contractor shall determine the amount of training necessary
to ensure, at a minimum, that there is a group of officers sufficient to
cover all time shifts and geographic districts.
ii. Cross-Training
The Contractor shall provide opportunities to behavioral health personnel
and other stakeholders to help improve cross-system understanding of
agencies’ roles and responsibilities, law enforcement issues, program
policies and procedures, information sharing, safety, and other
opportunities to see policies translated into action.
3.13 Service Area
The Contractor shall define the service area that best meets the community’s needs
and submit to BHA for approval.
3.14 Individualized Service Provision
The Contractor’s Program shall link individuals referred to or contacted by the
Program to community-based behavioral health supports and services, as appropriate.
3.15 The Non-Displacement of Resources
The Contractor shall ensure Program participants do not receive preferential access to
resources if it would prevent others on waitlists, or who had previously secured a
resource, from being served.
3.16 Evidence-Based Practices
The Contractor shall use evidence-based and promising practices within the screening
and service delivery structure, as appropriate, to support effective outcomes. The use
of a risk/need/responsivity (RNR) model is encouraged to assess various factors such as
substance use disorders, mental illness, cognitive or physical impairments, financial
issues, family dynamics, housing instability, developmental disabilities, low literacy
levels, and lack of reliable transportation, all of which may need to be addressed to
support success.
3.17 Staff Time Tracking and Invoicing
The Contractor shall ensure expenses and staff time are tracked and invoiced
separately for each Program or funding stream.
3.18 Subcontractor or Partnership Contract Execution and Termination
Exhibit A
Page 10 of 12
The Contractor shall submit all their subcontract copies related to this project to
cdhs_bhadeliverables@state.co.us upon execution of the contract or within thirty (30)
days of subcontract execution. In the event of a termination of a partnership with a
subcontractor, such as a case management, service provider, or individuals providing
these services internally the Contractor shall transition to a new partnership no later
than thirty (30) days from termination to ensure continuity of care for all participants
of the Program. The Contractor shall communicate any subcontractor termination via
email to the BHA Program Manager within one (1) business day.
(a) Report Title: Subcontractor Executed Copies
(b) Deadline: Upon execution of subcontracts
(c) Deliverables: cdhs_bhadeliverables@state.co.us
3.19 Critical Incident Reporting
If a Critical Incident (including death, physical assault and/or serious injuries sustained
by Program staff or clients) occurs during a Co-Responder intervention or response,
the Contractor shall make the appropriate selection on the BHA data collection form
and inform the BHA Program Manager within three (3) days to determine any
additional actions.
3.20 Period of Performance
From contract execution - June 30, 2026. Potential renewal of contract is subject to
approval by the BHA Program Manager for each state fiscal year, if funding allows, and
is subject to compliance and contract performance. State fiscal years end on June
30th. New fiscal years begin July 1st.
Article 4
Minimum Qualifications
4.1 The Contractor shall create, sustain, or expand a Co-Responder program in the
community they serve.
4.2 The Contractor shall partner with behavioral health specialists to best meet the needs
of the community and partnering agencies, taking population density and other
available resources into consideration.
4.3 Behavioral health Co-Responders shall be dispatched along with law enforcement or
may provide a joint secondary response on these calls.
Exhibit A
Page 11 of 12
4.4 The behavioral health provider shall offer assessment and crisis intervention services
at the scene, provide referral information to the individual, and provide follow-up,
when necessary.
4.5 The Contractor shall implement and maintain the Program for its community by
collaborating with key stakeholders to ensure service delivery, training, and resource
coordination.
4.6 The Contractor shall collect data, measure outcomes, and report Program outcomes to
the State to assist in determining the effectiveness of the Program.
(a) Report Title: Monthly data reporting
(b) Deadline: Fifteen (15) days after the end of the reporting month
(c) Deliverables: cdhs_bhadeliverables@state.co.us
Article 5
Deliverables
5.1 Deliverables Table
The Contractor shall provide the deliverables in accordance with the dates outlined in
the table below to cdhs_bhadeliverables@state.co.us, unless otherwise specified.
Deliverable deadlines occurring after contract end date are contingent upon contract
renewal. Deadlines may be altered administratively.
Deliverable (emailed to
cdhs_bhadeliverables@state.co.us)
Deadline Contract
Reference
Revised Work Plan
Due 30 days from Contract
Effective Date and annually
thereafter
Exhibit A, SOW,
Article 3.2
Program Policies and Procedures
Document
During implementation phase:
1. Draft document due to BHA
ninety (90) days from
Contract Effective Date.
2. Final document due to BHA
thirty (30) days from
reviewed draft sent from
BHA to Contractor.
Exhibit A, SOW,
Article 3.10
Exhibit A
Page 12 of 12
Subsequent updates to policies
and procedures due to BHA
within ten (10) days of
changes.
Partnership agreement(s) copies Upon execution of partnership
agreement(s)
Exhibit A, SOW,
Article 3.8
Monthly Progress Status Meeting Monthly Exhibit A, SOW,
Article 3.11
Data reporting (Using BHA provided
template upon the contract
execution)
Fifteen (15) days after the end
of the reporting month
Exhibit A, SOW,
Article 4.6
Subcontract(s) copies Upon execution of
subcontract(s)
Exhibit A, SOW,
Article 3.17
Steering Committee and Policy
Coordination Group Member Rosters
Sixty (60) days after contract
execution and as updated
Exhibit A, SOW,
Articles 3.5 and 3.6
Article 6
Performance Outcome Measures
6.1 Measure: Number of referrals received and responded to by Program
Outcome Goal: Of the total number of Program referrals, 70% or more will receive a
response.
6.2 Measure: Number of calls that do not result in arrest.
Outcome Goal: Of the total number of active Co-Responder calls, 90% or more will not
result in arrest when there is no cause for mandatory arrest (at the discretion of the
officer).
6.3 Measure: Number of interventions, services and resource linkage provided to
individuals contacted by the Program.
Outcome Goal: Of the total number of individuals contacted, 70% will receive one or
more intervention, service, or linkage to resources.
EXHIBIT B
BHA Program Co-Responder Program
Project Name LINC-EPPD (Larimer Interagency Network of Co-
Responders-Estes Park Police Department)
Annual Budget
Position Title Gross or Annual
Salary Fringe
Percent of
Time on
Project
Total Amount Re uested from
BHA
-$
Annual Budget
Position Title Hourly Wage Hourl Frin e
Total # of
Hours on
Project
Total Amount Re uested from
BHA
-$
-$
Annual Budget
Contractor Name Rate Quantity Total Amount Requested from
BHA
SummitStone Health
Partners
$ 12,678.42 12 152,141.00$
-$
152,141.00$
Annual Budget
Item Rate Quantity Total Amount Re uested from
BHA
-$
-$
Annual Budget
Item Rate Quantity Total Amount Re uested from
BHA
Budget Period FY 26: 07.01.2025 - 06.30.2026
Fiscal Contract Name, Title Sharla Beesley, Grant Coordinator
Phone 970-577-3708
Email sbeesley@estes.org
EXHIBIT B, FY26 ANNUAL BUDGET
Agency Name Town of Estes Park
Program Contact Name, Title Ian Stewart, Chief of Police
Phone 970-577-3825
Email istewart@estes.org
Date Completed 1/8/2025
All budget numbers are estimates. Contract billing will be on a cost reimbursement basis for actual expenses incurred.
EXPENDITURE CATEGORIES
Personnel Services / Salaried Employees
Description of Work
Personnel Services / Hourly Employees
Description of Work
Total Personnel Services (including fringe benefits)
Contractors / Consultants (payments to third parties or entities)
Description of Work
Contracted staff to provide Co-Responder Program Services, including clinical, case
management and peer specialist behavioral health staff; Clinicians co-respond with
officers in-person, provide assessments, referrals, consultation and psychoeducation;
Case manager coordinates referrals, does outreach, engagement and follow up; Peer
Specialist provide specialized support through lived experience; Budget also includes
allocation for costs related to program/staff training, necessary travel, EHR, support
staff and clinical costs.
Total Contractors/Consultants
Travel
Description of Item
Total Travel
Supplies & Operating Expenses
Description of Item
Page 1 of 2 Revised: 04_06_2023
EXHIBIT B
-$
-$
152,141.00$
-$
-$
-$
-$
-$
152,141.00$
Annual Budget
Indirect Cost Percenta e Total Amount Re uested
Drop Down Box
-$
-$
152,141.00$
Total Supplies & Operating Expenses
TOTAL DIRECT COSTS (TDC)
Exclusions from Indirect Cost Base expenses per OMB 2CFR § 200
Subaward in excess of $25,000
Rent
Describe what the cost includes and the use of allowance
Total Indirect
TOTAL Request
The Parties may mutually agree, in writing, to modify the Budget administratively using an BHA Budget Reallocation for
Equipment in excess of $5,000
Other Unallowable Expenses
Total Expenses per OMB 2CFR § 200
MODIFIED TOTAL DIRECT COSTS (MTDC)
Indirect Costs
Description of Item
Page 2 of 2 Revised: 04_06_2023
Exhibit C
Page 1 of 7
Exhibit C – Miscellaneous Provisions
I. General Provisions and Requirements
A. Finance and Data Protocols
The Contractor shall comply with the Behavioral Health Administration’s (BHA)
most current Finance and Data Protocols and the Behavioral Health Accounting and
Auditing Guidelines, made a part of this Contract by reference.
B. Marketing and Communications
The Contractor shall comply with the following marketing and communications
requirements:
1. Reports or Evaluations.
All reports or evaluations funded by BHA must be reviewed by BHA staff,
including program, data, and communications, over a period of no fewer than
fifteen business days. The Contractor may be asked to place a report or
evaluation on a BHA template and the report or evaluation is required to
display the BHA logo. The Contractor shall submit the finished document to BHA
in its final format and as an editable Word or Google document.
2. Press Releases.
All press releases about work funded by BHA must note that the work is funded
by the Colorado Department of Human Services, Behavioral Health
Administration. Press releases about work funded by BHA must be reviewed by
BHA program and communications staff over a period of no fewer than five
business days.
3. Marketing Materials.
Contractor shall include the current Colorado Department of Human Services,
Behavioral Health Administration logo on any marketing materials, such as
brochures or fact sheets, that advertise programs to be funded by this
Contract. Contractor shall submit marketing materials to BHA Communications
Team for approval prior to release. BHA’s Communications Team shall provide
feedback or approval within five business days
4. All Other Documents.
All other documents published by the Contractor about its BHA-funded work,
including presentations or website content, should mention the Colorado
Department of Human Services, Behavioral Health Administration as a funder.
Exhibit C
Page 2 of 7
5. Opinion of BHA.
BHA may require the Contractor to add language to documents that mention
BHA reading: “The views, opinions and content expressed do not necessarily
reflect the views, opinions or policies of the Colorado Department of Human
Services, Behavioral Health Administration.”
C. Start-Up Costs
If the State reimburses the Contractor for any start-up costs and the Contractor
closes the program or facility within three years of receipt of the start-up costs,
the Contractor shall reimburse the State for said start-up costs within sixty days of
the closure. The Contractor is not required to reimburse the State for start-up
costs if the facility or program closure is due to BHA eliminating funding to that
specific program and/or budget line item.
D. Immediate Notification of Closures or Reductions in Force
If the Contractor intends to close a facility or program, it shall notify the BHA
Contracts Unit at least five business days prior to the closure. Similarly, if the
Contractor, or any sub-contractor provider, intends to conduct a reduction in force
which affects a program funded through this contract, the Contractor shall notify
the BHA Contracts Unit at least five business days prior to the layoffs.
E. Licensing and Designation Database Electronic Record System (LADDERS)
The Contractor shall use LADDERS (http://www.colorado.gov/ladders) as needed
and/or as required by rule to submit applications for BHA licensing and
designation, keep current all provider directory details, and submit policies and
procedures.
F. Contract Contact Procedure
The Contractor shall submit all requests for BHA interpretation of this Contract or
for amendments to this Contract to the BHA Contract Manager.
G. Procurement Requirement
The Contractor shall comply with all the provisions and requirements of
RFP,IBEH,202500000152 and with Contractor’s solicitation response thereto.
Exhibit C
Page 3 of 7
H. Continuity of Operations Plan
1. In the event of an emergency resulting in a disruption of normal activities, BHA
may request that Contractor provide a plan describing how Contractor will
ensure the execution of essential functions of the Contract, to the extent
possible under the circumstances of the inciting emergency (“Continuity of
Operations Plan” or “Plan”).
2. The Continuity of Operations Plan must be specific and responsive to the
circumstances of the identified emergency.
3. BHA will provide formal notification of receipt of the Continuity of Operations
Plan to the Contractor.
4. The Continuity of Operations Plan will not impact or change the budget or any
other provisions of the contract, and Contractor's performance will be held to
the same standards and requirements as the original Contract terms, unless
otherwise specified in the Continuity of Operations Plan.
a. Any submitted Continuity of Operations Plan will be ratified as an
amendment to the contract as soon as possible.
5. Contractor shall communicate, in a format mutually agreed upon by BHA and
Contractor staff, on a frequency that supports the monitoring of services under
the Continuity of Operations Plan. If adjustments are needed to the Plan, such
adjustments will be made in writing and accompanied by written notice of
receipt from BHA.
a. As part of the BHA/Contractor communication during the emergency,
Contractor and BHA will evaluate whether the emergency has resolved
such that normal operations may be resumed.
b. Contractor and BHA will agree in writing when the emergency is
sufficiently resolved and agree to a closeout period that is four weeks or
less.
c. BHA will submit notice accepting the termination of the Continuity of
Operations Plan to the Contractor as the final action for any qualifying
emergency response.
Exhibit C
Page 4 of 7
I. Cultural Responsiveness in Service Delivery
1. The Behavioral Health Administration expects funding dollars to support equity
in access, services provided, and behavioral health outcomes among individuals
of all cultures, gender identities, sexual orientations, races, and ethnicities.
Accordingly, Contractors should collect and use data to: (1) identify priority
populations vulnerable to health disparities encompassing the contractor's
entire geographic service area (e.g., racial, ethnic, limited English speaking,
indigenous, sexual orientation, gender identity groups, etc.) and (2) implement
strategies to decrease the disparities in access, service use, and outcomes—
both within those subpopulations and in comparison to the general population.
2. One strategy for addressing health disparities is the use of the recently revised
National Standards for Culturally and Linguistically Appropriate Services in
Health and Health Care (CLAS). The U.S. Department of Health and Human
Services (HHS) Think Cultural Health website
(https://thinkculturalhealth.hhs.gov) also features information, continuing
education opportunities, resources, and more for health and health care
professionals to learn about culturally and linguistically appropriate services, or
CLAS.
3. Contractors providing direct behavioral health prevention, treatment, or
recovery services shall submit one of the following two documents to
cdhs_BHAdeliverables@state.co.us by August 31 annually:
a. If a provider has completed an equity plan that identifies how they will
address health equity, they can submit the plan or
b. Submit a completed CLAS checklist that follows this HHS format:
https://thinkculturalhealth.hhs.gov/assets/pdfs/AnImplementationChec
klistfortheNationalCLASStandards.pdf
Exhibit C
Page 5 of 7
J. Prohibition on Marijuana
Funds may not be used, directly or indirectly, to purchase, prescribe, or provide
marijuana or treatment using marijuana. Treatment in this context includes the
treatment of opioid use disorder. Funds also cannot be provided to any individual
who or organization that provides or permits marijuana use for the purposes of
treating substance use or mental disorders. This prohibition does not apply to
those providing such treatment in the context of clinical research permitted by the
DEA and under an FDA-approved investigational new drug application where the
article being evaluated is marijuana or a constituent thereof that is otherwise a
banned controlled substance under federal law.
K. Monitoring Requirements
If the Contractor is a subrecipient of federal funds, the Contractor shall comply
with monitoring requirements indicated by the Contractor’s risk level determined
by the subrecipient risk assessment form completed by Contractor, which may
include but are not limited to:
1. Monthly or quarterly monitoring calls
2. Invoice supporting documentation, for example: timesheets, logs of travel, or
wraparound service costs
3. Routine programmatic reports
4. Technical assistance and training
5. Site visits
II. Use of Subcontracts
A. Services described in this Contract may be performed by Contractor or by a
subcontractor, except where this Contract states explicitly that a service must not
be subcontracted.
B. Contractor shall ensure that its subcontractors perform to the terms of this
Contract as set forth in the Contract provisions.
C. Any subcontract for services must include, at a minimum, the following:
D. The Contractor shall provide to BHA a copy of any proposed subcontract between
the Contractor and any potential provider of services to fulfill any requirements of
this Contract, to cdhs_BHAdeliverables@state.co.us within thirty days of
subcontract execution.
Exhibit C
Page 6 of 7
1. A description of each partner’s participation
2. Responsibilities to the program (policy and/or operational)
3. Resources the subcontractor will contribute, reimbursement rates, services to
be included and processes in collecting and sharing data and the most recent
CDHS version of the HIPAA Business Associates Addendum, if this Contract
contains the HIPAA Business Associates Addendum/Qualified Service
Organization Addendum as an exhibit
4. A copy of this Contract and all its terms and conditions
E. BHA reserves the right to require Contractor to renegotiate subcontracts where
necessary to adhere to the terms of this Contract.
F. Subcontractor/Partnership Termination. In the event where partnerships with a
subcontractor such as a treatment provider is terminated, the Contractor shall
transition to a new partnership no later than thirty days from termination to
ensure continuity of care for all participants of the program.
III. Financial Requirements
A. Funding Sources
The Contractor shall identify all funds delivered to subcontractors as state general
fund, state cash funds, or federal grant dollars in Exhibit B, “Budget.” If federal
grant dollars, the Contractor shall communicate the CFDA number to all sub-
contractors in their sub-contracts.
B. Program Income
Program income generated through grant funded programs are additive funding
that must be utilized for a consistent purpose as outlined in 2 CFR
200.307(e)(2). If Contractor charges and receives fees for services, or otherwise
receives income associated with the sponsored program, this is considered program
income and is required to be tracked and managed in accordance with the
conditions of the award.
C. Budget Reallocations
The Contractor may reallocate funds between the budget categories of this
contract, up to ten percent of the total contract amount, upon written approval by
BHA, without a contract amendment. Any allowable reallocation is still subject to
the limitations of the Not to Exceed and the Maximum Amount Available per Fiscal
Year.
Exhibit C
Page 7 of 7
D. Payment Terms
1. The Contractor shall invoice monthly for services, no later than the twentieth
of the month following when services are provided.
2. The Contractor shall utilize the invoice template(s) provided by BHA.
Contractor shall comply with the invoicing instructions contained within the
invoice template, and requests for supporting documentation.
3. All payment requests shall be submitted electronically to
CDHS_BHApayment@state.co.us.
4. Year-end invoice estimates are due by June 15th. Final invoice requests in
excess of the submitted estimates are payable contingent on available funds.
5. Final invoices are due no later than August 30th.
6. If the Contractor is a recipient of Federal Funds, final invoices are due no later
than forty-five days after the end date of the grant.
7. Invoices for the prior fiscal year received by August 30th which require
revisions must be final by September 10th or they may not be paid.
8. Any requests for payment received after September 10th for the prior state
fiscal year or after December 10th for the prior federal fiscal year cannot be
processed by BHA.
9. The State will make payment on invoices within forty-five days of receipt of a
correct and complete invoice to
CDHS_BHApayment@state.co.us. Consequently, the Contractor must have
adequate solvency to pay its expenses up to forty-five days after invoice
submission to the State.
Exhibit D
Page 1 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
Exhibit D - HIPAA Business Associate Agreement
This HIPAA Business Associate Agreement (“Agreement”) between the State 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” and the Contractor is referred to as
“Business Associate”. Unless the context clearly requires a distinction between the Contract
and this Agreement, all references to “Contract” shall include this Agreement.
1. Purpose
Covered Entity wishes to disclose information to Business Associate, 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, Covered Entity is required to enter into an agreement with Business
Associate 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.
The following terms used in this Agreement shall have the meanings set forth below:
A. Business Associate. “Business Associate” shall have the same meaning as the
term “business associate” at 45 C.F.R. 160.103, and shall refer to Contractor.
B. Covered Entity. “Covered Entity” shall have the same meaning as the term
“covered entity” at 45 C.F.R. 160.103, and shall refer to the State.
C. Information Technology and Information Security. “Information Technology”
and “Information Security” shall have the same meanings as the terms
Exhibit D
Page 2 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
“information technology” and “information security”, respectively, in §24-37.5-
102, C.R.S.
Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall
have the meanings ascribed to them in the Contract.
3. Obligations and Activities of Business Associate
A. Permitted Uses and Disclosures.
B. Business Associate shall use and disclose PHI only to accomplish Business
Associate’s obligations under the Contract.
C. To the extent Business Associate carries out one or more of Covered Entity’s
obligations under Subpart E of 45 C.F.R. Part 164, Business Associate shall
comply with any and all requirements of Subpart E that apply to Covered Entity
in the performance of such obligation.
D. Business Associate may disclose PHI to carry out the legal responsibilities of
Business Associate, provided, that the disclosure is Required by Law or Business
Associate obtains reasonable assurances from the person to whom the
information is disclosed that:
E. the information will remain confidential and will be used or disclosed only as
Required by Law or for the purpose for which Business Associate originally
disclosed the information to that person, and;
F. the person notifies Business Associate of any Breach involving PHI of which it is
aware.
G. Business Associate may provide Data Aggregation services relating to the Health
Care Operations of Covered Entity. Business Associate may de-identify any or
all PHI created or received by Business Associate under this Agreement,
provided the de-identification conforms to the requirements of the HIPAA
Rules.
H. Minimum Necessary. Business Associate, its Subcontractors and agents, 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 164.514(d).
I. Impermissible Uses and Disclosures.
J. Business Associate shall not disclose the PHI of Covered Entity to another
covered entity without the written authorization of Covered Entity.
Exhibit D
Page 3 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
K. Business Associate shall not share, use, disclose or make available any Covered
Entity 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.
L. Business Associate's Subcontractors.
M. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and
164.308(b)(2), ensure that any Subcontractors who create, receive, maintain,
or transmit PHI on behalf of Business Associate agree in writing to the same
restrictions, conditions, and requirements that apply to Business Associate with
respect to safeguarding PHI.
N. Business Associate shall provide to Covered Entity, on Covered Entity’s request,
a list of Subcontractors who have entered into any such agreement with
Business Associate.
O. Business Associate shall provide to Covered Entity, on Covered Entity’s request,
copies of any such agreements Business Associate has entered into with
Subcontractors.
P. Access to System. If Business Associate needs access to a Covered Entity
Information Technology system to comply with its obligations under the
Contract or this Agreement, Business Associate shall request, review, and
comply with any and all policies applicable to Covered Entity regarding such
system including, but not limited to, any policies promulgated by the Office of
Information Technology and available at http://oit.state.co.us/about/policies.
Q. Access to PHI. Business Associate shall, within ten days of receiving a written
request from Covered Entity, make available PHI in a Designated Record Set to
Covered Entity as necessary to satisfy Covered Entity’s obligations under 45
C.F.R. 164.524.
R. Amendment of PHI.
S. Business Associate shall within ten days of receiving a written request from
Covered Entity make any amendment to PHI in a Designated Record Set as
directed by or agreed to by Covered Entity pursuant to 45 C.F.R. 164.526, or
take other measures as necessary to satisfy Covered Entity’s obligations under
45 C.F.R. 164.526.
T. Business Associate shall promptly forward to Covered Entity any request for
amendment of PHI that Business Associate receives directly from an Individual.
U. Accounting Rights. Business Associate shall, within ten days of receiving a
written request from Covered Entity, maintain and make available to Covered
Exhibit D
Page 4 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
Entity the information necessary for Covered Entity to satisfy its obligations to
provide an accounting of Disclosure under 45 C.F.R. 164.528.
V. Restrictions and Confidential Communications.
W. Business Associate shall restrict the Use or Disclosure of an Individual’s PHI
within ten days of notice from Covered Entity of:
X. a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or
Y. a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522.
Z. Business Associate 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.
AA. Business Associate shall refer such requests to Covered Entity so that Covered
Entity can coordinate and prepare a timely response to the requesting
Individual and provide direction to Business Associate.
BB. Governmental Access to Records. Business Associate 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.
CC. Audit, Inspection and Enforcement.
DD. Business Associate shall obtain and update at least annually a written
assessment performed by an independent third party reasonably acceptable to
Covered Entity, which evaluates the Information Security of the applications,
infrastructure, and processes that interact with the Covered Entity data
Business Associate receives, manipulates, stores and distributes. Upon request
by Covered Entity, Business Associate shall provide to Covered Entity the
executive summary of the assessment.
EE. Business Associate, upon the request of Covered Entity, shall fully cooperate
with Covered Entity’s efforts to audit Business Associate’s compliance with
applicable HIPAA Rules. If, through audit or inspection, Covered Entity
determines that Business Associate’s conduct would result in violation of the
HIPAA Rules or is in violation of the Contract or this Agreement, Business
Associate shall promptly remedy any such violation and shall certify completion
of its remedy in writing to Covered Entity.
FF. Appropriate Safeguards.
Exhibit D
Page 5 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
GG. Business Associate 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.
HH. Business Associate shall safeguard the PHI from tampering and unauthorized
disclosures.
II. Business Associate shall maintain the confidentiality of passwords and other
data required for accessing this information.
JJ. Business Associate shall extend protection beyond the initial information
obtained from Covered Entity 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.
KK. Safeguard During Transmission.
LL. Business Associate shall use reasonable and appropriate safeguards 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.
MM. Business Associate 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.
NN. Reporting of Improper Use or Disclosure and Notification of Breach.
OO. Business Associate shall, as soon as reasonably possible, but immediately after
discovery of a Breach, notify Covered Entity 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.
PP. Such notice shall include the identification of each Individual whose Unsecured
Protected Health Information has been, or is reasonably believed by Business
Associate to have been, accessed, acquired, or disclosed during such Breach.
QQ. Business Associate shall, as soon as reasonably possible, but immediately after
discovery of any Security Incident that does not constitute a Breach, notify
Covered Entity of such incident.
RR. Business Associate shall have the burden of demonstrating that all notifications
were made as required, including evidence demonstrating the necessity of any
delay.
Exhibit D
Page 6 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
SS. Business Associate’s Insurance and Notification Costs.
TT. Business Associate shall bear all costs of a Breach response including, without
limitation, notifications, and shall maintain insurance to cover:
UU. loss of PHI data;
VV. Breach notification requirements specified in HIPAA Rules and in §24-73-103,
C.R.S.; and
WW. claims based upon alleged violations of privacy rights through improper use or
disclosure of PHI.
XX. All such policies shall meet or exceed the minimum insurance requirements of
the Contract or otherwise as may be approved by Covered Entity (e.g.,
occurrence basis, combined single dollar limits, annual aggregate dollar limits,
additional insured status, and notice of cancellation).
YY. Business Associate shall provide Covered Entity 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.
ZZ. Business Associate, to the extent practicable, shall mitigate any harmful effect
known to Business Associate of a Use or Disclosure of PHI by Business Associate
in violation of this Agreement.
AAA. Subcontractors and Breaches.
BBB. Business Associate shall enter into a written agreement with each of its
Subcontractors and agents, who create, receive, maintain, or transmit PHI on
behalf of Business Associate. The agreements shall require such Subcontractors
and agents to report to Business Associate 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.
CCC. Business Associate shall notify Covered Entity of any such report and shall
provide copies of any such agreements to Covered Entity on request.
DDD. Data Ownership.
EEE. Business Associate acknowledges that Business Associate has no ownership
rights with respect to the PHI.
FFF. Upon request by Covered Entity, Business Associate immediately shall provide
Covered Entity with any keys to decrypt information that the Business
Exhibit D
Page 7 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
Association has encrypted and maintains in encrypted form, or shall provide
such information in unencrypted usable form.
GGG. Retention of PHI. Except upon termination of this Agreement as provided in
Section 5, below, Business Associate 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. Covered Entity 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.
A. Notice of Changes.
B. Covered Entity maintains a copy of its Notice of Privacy Practices on its
website. Covered Entity shall provide Business Associate with any changes in,
or revocation of, permission to use or disclose PHI, to the extent that it may
affect Business Associate’s permitted or required uses or disclosures.
C. Covered Entity shall notify Business Associate of any restriction on the use or
disclosure of PHI to which Covered Entity has agreed in accordance with 45
C.F.R. 164.522, to the extent that it may affect Business Associate’s permitted
use or disclosure of PHI.
5. Termination
A. Breach.
B. In addition to any Contract provision regarding remedies for breach, Covered
Entity shall have the right, in the event of a breach by Business Associate of
any provision of this Agreement, to terminate immediately the Contract, or this
Agreement, or both.
C. Subject to any directions from Covered Entity, upon termination of the
Contract, this Agreement, or both, Business Associate shall take timely,
reasonable, and necessary action to protect and preserve property in the
possession of Business Associate in which Covered Entity has an interest.
D. Effect of Termination.
E. Upon termination of this Agreement for any reason, Business Associate, at the
option of Covered Entity, shall return or destroy all PHI that Business Associate,
Exhibit D
Page 8 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
its agents, or its Subcontractors maintain in any form, and shall not retain any
copies of such PHI.
i. If Covered Entity directs Business Associate to destroy the PHI, Business
Associate shall certify in writing to Covered Entity that such PHI has
been destroyed.
F. If Business Associate believes that returning or destroying the PHI is not
feasible, Business Associate shall promptly provide Covered Entity with notice
of the conditions making return or destruction infeasible. Business Associate
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 and Business Associate agree that irreparable damage would occur in the
event Business Associate 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 and
Business Associate further agree that money damages would not provide an adequate remedy
for such Breach. Accordingly, Covered Entity and Business Associate agree that Covered Entity
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 Business
Associate’s liability under this Agreement, which shall not be limited.
8. Disclaimer
Covered Entity makes no warranty or representation that compliance by Business Associate
with this Agreement or the HIPAA Rules will be adequate or satisfactory for Business
Associate’s own purposes. Business Associate is solely responsible for all decisions made and
actions taken by Business Associate regarding the safeguarding of PHI.
9. Certification
Covered Entity has a legal obligation under HIPAA Rules to certify as to Business Associate’s
Information Security practices. Covered Entity or its authorized agent or contractor shall have
the right to examine Business Associate’s facilities, systems, procedures, and records, at
Covered Entity’s expense, if Covered Entity determines that examination is necessary to
Exhibit D
Page 9 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
certify that Business Associate’s Information Security safeguards comply with the HIPAA Rules
or this Agreement.
10. Amendment
A. Amendment to Comply with Law. 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.
i. 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.
B. Business Associate shall provide to Covered Entity written assurance
satisfactory to Covered Entity that Business Associate shall adequately
safeguard all PHI, and obtain written assurance satisfactory to Covered Entity
from Business Associate’s Subcontractors and agents that they shall adequately
safeguard all PHI.
i. 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.
C. Covered Entity may terminate this Agreement upon 30 days’ prior written
notice in the event that:
D. Business Associate does not promptly enter into negotiations to amend the
Contract and this Agreement when requested by Covered Entity pursuant to
this Section; or
E. Business Associate 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 sole discretion, to satisfy the standards and
requirements of the HIPAA, the HIPAA Rules and applicable law.
F. Amendment of Appendix. 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.
Exhibit D
Page 10 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
11. Assistance in Litigation or Administrative Proceedings
Covered Entity shall provide written notice to Business Associate if litigation or administrative
proceeding is commenced against Covered Entity, its directors, officers, or employees, based
on a claimed violation by Business Associate 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, Business Associate shall, and shall cause its employees, Subcontractors, or
agents assisting Business Associate in the performance of its obligations under the Contract
to, assist Covered Entity in the defense of such litigation or proceedings. Business Associate
shall, and shall cause its employees, Subcontractor’s and agents to, provide assistance, to
Covered Entity, which may include testifying as a witness at such proceedings. Business
Associate or any of its employees, Subcontractors or agents shall not be required to provide
such assistance if Business Associate 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 business associate 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.
Exhibit D
Page 11 of 11
HIPAA BAA
Rev August 2018 / Acc 11.12.24
Appendix to HIPAA Business Associate Agreement
This Appendix (“Appendix”) to the HIPAA Business Associate Agreement (“Agreement”) is s 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. In addition to those purposes set forth in the
Agreement, Business Associate may use PHI for the following additional
purposes:
i. Reserved.
B. Additional Permitted Disclosures. In addition to those purposes set forth in
the Agreement, Business Associate may disclose PHI for the following additional
purposes:
i. Reserved.
C. Approved Subcontractors. Covered Entity agrees that the following
Subcontractors or agents of Business Associate may receive PHI under the
Agreement:
i. Reserved.
D. Definition of Receipt of PHI. Business Associate’s receipt of PHI under this
Contract shall be deemed to occur, and Business Associate’s obligations under
the Agreement shall commence, as follows:
i. Reserved.
E. Additional Restrictions on Business Associate. Business Associate agrees to
comply with the following additional restrictions on Business Associate’s use
and disclosure of PHI under the Contract:
i. Reserved.
F. Additional Terms. Business Associate agrees to comply with the following
additional terms under the Agreement:
i. Reserved.