HomeMy WebLinkAboutbocc.con.411.2016 A RESOLUTION BY THE PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS
APPROVING THE COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT
CONSUMER PROTECTION CONTRACT
RESOLUTION NO. O5 -2016
Recitals CONTRACT IM�AN-IN7117 O
WHEREAS, Pitkin County and The State of Colorado, acting through its Department of Public
Health and Environment, are duly constituted governmental entities; and
WHEREAS, Pitkin County and the City of Aspen have agreed to a combined consumer protection
contract with the Colorado Department of Public Health and Environment as part of the
Intergovernmental Agreement for Provision of Public and Environmental Health Services; and
WHEREAS, Pitkin County and the City of Aspen desire to continue to provide services described
in the CDPHE Contract CT FAAA 201700000328 and DENS Retail Food Program Work Plan,
including, but not limited to inspections of retail food establishments, schools, child care centers,
and summer camps, inspections of mobile home parks, campgrounds, motels or hotels after a
complaint is received, and timely response to environmental health emergencies, and to perform
these services, through June 30, 2017; and
WHEREAS, the State desires to pay a sum not to exceed $20,000; and
WHEREAS, the Pitkin County Board of County Commissioners and the Colorado Department of
Public Health and Environment are authorized to execute the Contract Amendment on behalf of
the respective parties; and
WHEREAS, both parties have determined that it is in the best interests of the citizens of Pitkin
County and the City of Aspen that they enter into the Contract CT FAAA 201700000328
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Pitkin
County, Colorado that: Pitkin County is authorized to enter into Contract CT FAAA
201700000328 with the Colorado Department of Public Health and Environment(CDPHE); and
authorizes the Chair or the Director of Environmental Health Director to sign all future contracts
with CDPHE inclusive of the DENS Retail Food Program Work Program with approval of such by
the County Manager and barring substantial changes to the scope of work and/or payments
collected and in substantially the same form satisfactory to the County Attorney.
Roan County docx Page3 of18
RESOLUTION NO. d3Q -2016
ATTEST: BOARD OF COUNTY COMMISSIONERS
I �
By I �J�� - By: dal
Jeanett4 ones Rachel ichards, Ch- r
Deputy uountyClerk
Date: /�..., �_�� �
/OCA l
APPROVED AS TO FORM: . ..7/42,116
John , Dunt • • ney
MANAGER APPROVAL:
Jon Peacock, County Manager
PIalMCounty dccx Page 4 of 18
getd
INTRODUCED AND FIRST READ ON THE DAY OF (1"u ,
2016 D SET FOR SECOND READING AND PUBLIC HEARING ON THE
AY OF d(/K -c, 2016.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF'CHE
RESOLUTI N PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE g
DAY OFUttIA- , 2016.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION
POSTED ON THE OFFICIAL PI7IKIN COUNTY WEBSITE (www.pitkincounty.com )
/i
ON THE y 04' DAY OF 6H - 2016.
ADOPTEDFTER FINAL READING AND PUBLIC HEARING ON THE rim
DAY OF -U 1't 'A- 2016.
PUBLISHED BY TITLE AND SHORT SUMMARY, AER ADOPTION, IN THE
ASPEN TIMES WEEKLY ON THE DAY OF ! i'-c , 2016.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN
COUN Y WEBSITE (www.pitkincounty.com ) ON THE"3caDAY
OF Cv leu 2016.
CONTRACT M'90l6
DEPARTMENT OF PUBLIC HEALTH AND
ENVIRONMENT
CMS ROUTING NO. 17 FEFA 91092
INTERGOVERNMENT CONTRACT
STATE: CONTRACTOR:
State of Colorado for the use&benefit of the Board of County Commissioners of Pitkin County
Department of Public Health and Environment Pitkin County
Division of Environmental Health&Sustainability 76 Service Center Road
4300 Cherry Creek Drive South Aspen,CO 81611
Denver,CO 80246
CONTRACTOR DUNS.
CONTRACTOR ENTITY TYPE.
CONTRACT MADE DATE 5/25/2016 Political Subdivision Colorado
CORE ENCUMBRANCE NUMBER-. BILLING STATEMENTS RECEIVED
CT FAAA 201700000328 Quarterly
TERM. STATUTORY AUTHORITY.24-4-1607(10), C.R.S
This contract shall be effective upon approval by
the Slate Controller,or designee,or on 07/012016, CLASSIFILA ION Contractor
whichever is later.The contract shall end on 06/30/2017.
CONTRACT PRICE NOT TO EXCEED. $20,000.00
PROCUREMENT METHOD. FEDERAL FUNDING DOLLARS
Exempt STATE FUNDING DOLLARS 520,00000
BIDRINLISTPRICEAGREEMENr NUMBER. OTHER FUNDING DOLLARS.
Sp<dh"Other
MAXIMUM AMOUFT AVAILABLE PER FISCAL YEAR.
LAW SPECIFIED VE.DORSTATL'TE: FYI7: $20,000.00
FY":
STATE REPRESENTATIVFY"'
E'
Scan Scott FY":
Deputy Director FY":
DEHS- A2 PRICESTRUCNRE Fixed Price
4300 Cherry Creek Dr. S. CONTRACTOR REPRESENTATIVE:
Denver, CO 80246 Chairperson of the Board of the County
Commissioners of Pitkin County
530 East Main Street
Aspen,CO 81611
PROJECT DESCRIPTION:
Provide environmental health services to achieve the uniform statewide administration,I mplemcmntion and enforcement of standards and rules
established by the CDPEIE for retail food establishments.
Pitkin County docx Page 1 of 18
EXHIBITS
The following exhibits are hereby incorporated:
Exhibit A- Additional Provisions (and any of its Attachments;e.g., A-I,A-2,etc.)
Exhibit B- Statement of Work (and any of its Attachments;c.g.,B-1,B-2,etc.)
Exhibit C- Budget(and any of its Attachments;e.g.,C-1, C-2,etc.)
COORDINA1ION:
The State warrants that required approval, clearance and coordination has been accomplished from and
with appropriate agencies. Section 29-1-203, C.R.S., as amended,encourages governments to make the
most efficient and effective use of their powers and responsibilities by cooperating and contracting with
each other to the fullest extent possible to provide any function, service,or facility lawfully authorized
to each of the cooperating or contracting entities.
APPROVAL:
In no event shall this contract be deemed valid until it shall have been approved by the State Controller or
his/her designee.
PROCUREMENT:
All State of Colorado contracts with its political subdivisions and other governmental entities
are exempt from the State of Colorado's personnel rules and procurement code.
PRICE PROVISIONS'.
Payments pursuant to this contract shall be made as earned, in whole or in part, from available funds,
encumbered for the purchase of the describ ed services and/or deliverables. The liability of the State
at any time for such payments shall be limited to the encumbered amount remaining of such funds.
Authority exists in the laws and funds have been budgeted, appropriated and otherwise m ade
available, and a sufficient unencumbered balance thereof remains available for payment.
Financial obligations of the State of Colorado payable after the current fiscal year are contingent
upon funds for that purpose being appropriated, budgeted and otherwise made available.
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GENERAL PROVISIONS
The following clauses apply to this contract. In some instances,these general clauses have been expanded upon in
other sections/exhibits of/to this contract.To the extent that other provisions of the contract provide more specificity
than these general clauses,the more specific provision shall control.
Governmental Immunity.Notwithstanding any other provision to the contrary,no term or condition of this
contract shall be construed or interpreted as a waiver,express or implied,of any of the immunities,rights,
benefits,protection or other provisions of the Colorado Governmental Immunity Act,Section 24-10-101
et.seq.,CRS,as now or hereafter amended.The parties understand and agree that liability for claims for injuries
to persons or property arising out of negligence of the State of Colorado,its departments,institutions,agencies,
boards,officials and employees is controlled and limited by the provisions of Section 24-10-101 et.seq.CRS
and the risk management statutes,Section 24-30-1501,et seq,CRS as now or hereafter amended.
2. Available Funds Contingency
a. Available Funds.The State is prohibited by law from making commitments beyond the term of the
State's current fiscal year;therefore,Contractor's compensation beyond the State's current Fiscal Year
is contingent upon the continuing availability of State appropriations as provided in the Colorado
Special Provisions.Payments pursuant to this Contract shall be made only from available funds
encumbered for this Contract and the Slate's liability for such payments shall be limited to the
available amount remaining of such encumbered funds.In the event that state funds become
unavailable for this Contract,as determined by the State,the State may immediately terminate this
Contract or amend it accordingly.
b. Federal Funds Contingency.Payment pursuant to this contract,if in federal funds,whether in whole or
in part,is subject to and contingent upon the continuing availability of federal funds for the purposes
hereof. In the event that said funds,or any part thereof,become unavailable,as determined by the.
State,the State may immediately terminate this contract or amend it accordingly without liability
including liability for termination costs.
3. Wino Procedures.The State shall establish billing procedures and requirements for payment due the
Contractor in providing performance pursuant to this contract.The Contractor shall comply with the established
billing procedures and requirements for submission of billing statements. The State shall comply with CRS 24-
30 202(24)when paying vendors upon receipt of a correct notice of the amount due for goods or services
provided hereunder.
4. Exhibits-Interpretation.Unless otherwise stated,all referenced exhibits arc incorporated herein and made a
part of this contract.Unless otherwise stated,the terms of this contract shall control over any conflicting terms
in any of its exhibits.In the event of conflicts or inconsistencies between this contract and its exhibits or
attachments,such conflicts or inconsistencies shall be resolved by reference to the documents in the following
order of priority: I)the Special Provisions of this Contract;2)the Additional Provisions Exhibit A and its
attachments if included;3)the Contract(other than the Special Provisions);4)the RFP if applicable and
attached;5)the Scope/Statement of Work Exhibit B and its attachments if included;6)the Contractor's
proposal if applicable and attached;7)other exhibits/attachments in their order of appearance.
The conditions,provisions,and terms of any RFP attached hereto,if applicable,establish the minimum
standards of performance that the Contractor must meet under this Contract.If the Contractor's Proposal, if
attached hereto,or any attachments or exhibits thereto,or the Scope/Statement of Work Exhibit B,establish
or create standards of performance greater than those set forth in the RFP,then the Contractor shall also
meet those standards of performance under this Contract.
5. Notice and Representai ves.For the purposes of this contract,the representative for each party is as designated
herein.Any notice required or permitted may be delivered in person or sent by registered or certified mail,
return receipt requested,to the party at the address provided,and if sent by mail it is effective when posted in a
U.S.Mail Depository with sufficient postage attached thereto.Notice of change of address or change or
representative shall be treated as any other notice.
Pitkin County.docx Page 3 of 18
6. Contractor Representations-Oualifications/Licenses/Approvals/tnsurance.The Contractor certifies that,at the
time of entering into this contract,it and its agents have currently in effect all necessary licenses,
certifications,approvals,insurance,etc.required to properly provide the services and/or supplies covered
by this contract in the state of Colorado. Proof of such licenses,certifications,approvals,insurance,etc.
shall be provided upon the State's request.Any revocation,withdrawal or non-renewal of necessary license,
certification,approval,insurance,etc.required for the Contractor to properly perform this contract,shall be
grounds for termination of this contract by the State.
Contractor certifies that it is qualified to perform such services or provide such deliverables as delineated in this
contract.
7. Legal Authority.The Contractor warrants that it possesses the legal authority to enter into this contract and that
it has taken all actions required by its procedures,by-laws,and/or applicable law to exercise that authority,and
to lawfully authorize its undersigned signatory to execute this contract and bind the Contractor to its terms.The
person(s)executing this contract on behalf of the Contractor warrant(s)that such person(s)have full
authorization to execute this contract.
8. Insurance—Contractor.The Contractor is a"public entity"within the meaning of the Colorado
Governmental Immunity Act(CLIA),section 24-10-101,el sea.,C.R.S.,as amended.Therefore,at all
times during the initial term of this Contract,and any renewals or extensions hereof,the Contractor shall
maintain such liability insurance,by commercial policy or self-insurance,as is necessary to meet its
liabilities under the CGIA. If requested by the State,the Contractor shall provide the State with written
proof of such insurance coverage.
9. Rights in Data Documents and Computer Software or Other Intellectual Property.All intellectual property
including without limitation,databases,software,documents,research,programs and codes,as well as all,
reports, studies,data,photographs,negatives or other documents,drawings or materials prepared by the
Contractor in the performance of its obligations under this contract shall be the exclusive property of the
State.Unless otherwise stated,all such material shall be delivered to the State by the Contractor upon
completion,termination,or cancellation of this contract.Contractor shall not use,willingly allow,or cause
to have such materials used for any purpose other than the performance of the Contractor's obligations
under this contract without the prior written consent of the State.All documentation,accompanying the
intellectual property or otherwise,shall comply with the State requirements which include but is not limited
to all documentation being in a paper,human readable format which is useable by one who is reasonably
proficient in the given subject area. Software documentation shall be delivered by Contractor to the State
that clearly identifies the programming language and version used,and when different programming
languages are incorporated,identifies the interfaces between code programmed in different programming
languages.The documentation shall contain source code which describes the program logic,relationship
between any internal functions,and identifies the disk files which contain the various parts of the code.
Files containing the source code shall be delivered and their significance to the program described in the
documentation.The documentation shall describe error messages and the location in the source code,by
page,line number,or other suitable identifier,where the error message is generated.The Contractor
warrants that the delivered software will be sufficiently descriptive to enable maintenance and modification
of the software.The State's ownership rights described herein shall include,but not be limited to,the right
to copy,publish,display,transfer,prepare derivative works,or otherwise use the works.
If any material is produced under this Contract and the parties hereto mutually agreed that said material
could be copyrighted by Contractor or a third party,then the State,and any applicable federal funding
entity,shall,without additional cost,have a paid in full,irrevocable,royalty free,and non-exclusive license
to reproduce,publish,or otherwise use,and authorize others to use,the copyrightable material for any
purpose authorized by the Copyright Law of the United States as now or hereafter enacted. Upon the
written request of the State,the Contractor shall provide the State with three(3)copies of all such
copyrightable material.
10. Confidential or Proprietary Information. Subject to the Public(Open)Records Act,section 24-72-
101,el seq.,C.R.S.,as amended,if the Contractor obtains access to any records,files,or other information
of the State in connection with,or during the performance of,this Contract,then the Contractor shall keep
all such records,files,or other information confidential and shall comply with all laws and regulations
concerning the confidentiality of all such records,files,or information to the same extent as such laws and
regulations apply to the State.Contractor shall protect the confidentiality of all information accessed,used,
Pitkin County.docx Page 4 of 18
held,created or received in connection with this Contract and shall insure that any subcontractors or agents
of Contractor protect the confidentiality of all information under this Contract.Contractor shall access,use
and disclose confidential information only for the operation and administration of the Contract,and shall
not directly or indirectly disclose confidential information after the term of the Contract.Contractor shall
implement appropriate safeguards as are necessary to prevent accidental or unauthorized use or disclosure
of confidential information and shall maintain a comprehensive written information privacy and security
program that includes administrative,technical and physical safeguards for maintaining and transmitting
electronic confidential information.Contractor shall promptly notify the State if Contractor breaches the
confidentiality of any information covered by this Contract.Any breach of confidentiality by the
Contractor,or third party agents of the Contractor,shall constitute good cause for the State to cancel this
Contract,without liability to the State.Any State waiver of an alleged breach of confidentiality by the
Contractor,or third party agents of the Contractor,does not constitute a waiver of any subsequent breach
by the Contractor,or third party agents of the Contractor.
The Contractor must identify to the State the information that it considers confidential or proprietary.This is a
continuing obligation. Confidential or proprietary information for the purpose of this paragraph is information
relating to Contractor's research,development,trade secrets,business affairs,internal operations and
management procedures and those of its customers,clients or affiliates,but does not include information
lawfully obtained by third parties,information which is in the public domain,or information which is or could
have been acquired/developed independently by the State or a third party.Notwithstanding the foregoing,the
State shall not be in violation of its obligations under this section should it disclose confidential information if
such disclosure is,in the sole opinion of the State's legal counsel,required by applicable law and/or legal
process(including,but not limited to,disclosures required pursuant to the Colorado(Open)Public Records Act,
sections 24-72-201,et.seq,C.R.S.,as now or hereafter amended).The State shall endeavor to provide notice to
the Contractor,as promptly as practicable under the circumstances,of any demand,request,subpoena,court
order or other action requiring such disclosure,in order to afford Contractor the opportunity to take such lawful
action as it deems appropriate to oppose,prevent or limit the disclosure,solely at its own instance and expense;
but nothing herein shall be construed to require the State to refuse or delay compliance with any such law,order
or demand.
11. Records Maintenance,Performance Monitoring&Audits.The Contractor shall maintain a complete file of
all records,documents,communications,and other materials that pertain to the operation of the
program/project or the delivery of services under this contract. Such files shall be sufficient to properly
reflect all direct and indirect costs of labor,materials,equipment,supplies and services,and other costs of
whatever nature for which a contract payment was made.These records shall be maintained according to
generally accepted accounting principles and shall be easily separable from other Contractor records.
The Contractor shall protect the confidentiality of all records and other materials containing personally
identifying information that are maintained in accordance with this contract.Except as provided by law,no
information in possession of die Contractor about any individual constituent shall be disclosed in a form
including identifying information without the prior written consent of the person in interest,a minor's
parent,guardian,or the State.The Contractor shall have written policies governing access to,duplication
and dissemination of,all such information and advise its agents,if any,that they are subject to these
confidentiality requirements.The Contractor shall provide its agents,if any,with a copy or written
explanation of these confidentiality requirements before access to confidential data is permitted.
The Contractor authorizes the State,the federal government or their designee,to perform audits and/or
inspections of its records,at any reasonable time during the term of this contract and for a period of six(6)
years following the termination of this contract,to assure compliance with the state or federal government's
terms and/or to evaluate the Contractor's performance.Any amounts the State paid improperly shall be
immediately returned to the State or may be recovered in accordance with other remedies.
All such records,documents,communications,and other materials shall be the property of the State unless
otherwise specified herein and shall be maintained by the Contractor in a central location as custodian for
the State on behalf of the State,for a period of six(6)years from the date of final payment or submission of
the final federal expenditure report under this contract,unless the State requests that the records be retained
for a longer period,or until an audit has been completed with the following qualification.If an audit by or
on behalf of the federal and/or state government has begun but is not completed at the end of the six(6)
year period,or if audit findings have not been resolved after a six(6)year period,the materials shall be
retained until the resolution of the audit findings.
Pitkin County.docx Page 5 of 18
The Contractor shall permit the State,any other governmental agency authorized by law,or an authorized
designee thereof,in its sole discretion,to monitor all activities conducted by the Contractor pursuant to the
terms of this contract.Monitoring may consist of internal evaluation procedures,reexamination of program
data,special analyses,on-site verification, formal audit examinations,or any other procedures as deemed
reasonable and relevant.All such monitoring shall be performed in a manner that will not unduly interfere
with contract work.
12. Taxes.The State,as purchaser,is exempt from all federal excise taxes under Chapter 32 of the Internal
Revenue Code[No.84-730123K]and from all state and local government use taxes[C.R.S.39-26-114(a)
and 203,as amended].The Contractor is hereby notified that when materials are purchased for the benefit
of the State,such exemptions apply except that in certain political subdivisions the vendor may be required
to pay sales or use taxes even though the ultimate product or service is provided to the State.These sales or
use taxes will not be reimbursed by the State_
13. Conflict of Interest.During the term of this contract,the Contractor shall not engage in any business or
personal activities or practices or maintain any relationships which conflict in any way with the Contractor
fully performing his/her obligations under this contract.
Additionally,the Contractor acknowledges that,in governmental contracting,even the appearance ofa
conflict of interest is harmful to the interests of the State. Thus,the Contractor agrees to refrain from any
practices,activities or relationships which could reasonably be considered to be in conflict with the
Contractor's fully performing his/her obligations to the State under the terms of this contract,without the
prior written approval of the State.
•
In the event that the Contractor is uncertain whether the appearance of a conflict of interest may reasonably
exist,the Contractor shall submit to the State a full disclosure statement setting forth the relevant details for
the State's consideration and direction.Failure to promptly submit a disclosure statement or to follow the
State's direction in regard to the apparent conflict shall be grounds for termination of the contract.
Further,the Contractor,and its subcontractors or subgrantees,shall maintain a written code of standards
governing the performance of its employees engaged in the award and administration of contracts. No
employee,officer,or agent of the Contractor,subcontractor,or subgrantee shall participate in the selection,
or in the award or administration of a contract or subcontract supported by Federal funds ifa conflict of
interest,real or apparent,would be involved. Such a conflict would arise when:
a. The employee,officer or agent;
b. Any member of the employee's immediate family;
c. The employee's partner;or
d. An organization which employees,or is about to employ,any of the above,
has a financial or other interest in the firm selected fur award.The Contractor's,subcontractor's,or
subgrantee's officers,employees,or agents will neither solicit nor accept gratuities,favors,or anything of
monetary value from Contractor's potential contractors,or parties to subagreements.
14. Inspection and Acceptance(Services)and Contractor Warranty,The State reserves the right to inspect
services provided under this contract at all reasonable times and places during the term of the contract.
"Services"as used in this clause includes services performed or tangible material produced or delivered in
the performance of services.If any of the services do not conform to contract requirements,the State may
require the contractor to perform the services again in conformity with contract requirements,with no
additional payment.When defects in the quality or quantity of service cannot be corrected by re-
performance,the State may(1)require the contractor to take necessary action to ensure that the future
performance conforms to contract requirements and(2)equitably reduce the payment due the contractor to
reflect the reduced value of the services performed.These remedies in no way limit the remedies available
to the State in the termination provisions of this contract,or remedies otherwise available at law.
Contractor warrants that all supplies furnished under this contract shall be free from defects in materials or
workmanship,are installed properly and in accordance with manufacturer recommendations or other
industry standards,and will function in a failure-free manner for a period of one(I)year from the date of
delivery or installation.Contractor shall,at its option,repair or replace any supplies that fail to satisfy this
Pitkin County.docx Page 6 of 18
warranty during the warranty period. Additionally,Contractor agrees to assign to the State all written
manufacturer warranties relating to the supplies and to deliver such written warranties to the State.
15. Adjustments in Price.Adjustments to contract prices are allowable only so long as they are mutually agreeable
by the parties and so long as they are included within a contract amendment made prior to the effective date of
the price adjustments and made pursuant to the State of Colorado Fiscal Rules,signed by the parties,and
approved by the State Controller or designee.The Contractor shall provide cost or pricing data for any price
adjustment subject to the provisions of the Cost or Pricing Data Section of the Colorado State Procurement
Rules. Any adjustment in contract price pursuant to the application of a clause in this contract shall be made in
one or more of the following ways:
a. By agreement on a fixed-price adjustment;
b. By unit prices specified in the contract;
c. In such other manner as the parties may mutually agree;or
d. In the absence of agreement between the parties,by a unilateral determination by the procurement
officer of the costs attributable to the event or situation covered by the clause,plus appropriate profit
or fee.
16. Contract Modifications.This contract is subject to such modifications as may be required by changes in
Federal or State law,or their implementing regulations. Any such required modification shall automatically
be incorporated into and be part of this contract on the effective date of such change as if fully set forth
herein.If either the State or the Contractor desires to modify the terms and conditions of this Contract,then
the parties shall execute a standard written amendment to this Contract initiated by the State.The standard
written amendment must be executed and approved in accordance with all applicable laws and rules by all
necessary parties including the State Controller or delegate.
17. Litigation The Contractor shall within five(5)calendar days after being served with a summons,
complaint,or other pleading which has been filed in any federal or state court or administrative agency
notify the State that it is a party defendant in a case which involves services provided under this contract.
The Contractor shall deliver copies of such document(s)to the State's Executive Director.The term
"litigation"includes an assignment for the benefit of creditors,and filings in bankruptcy,reorganization
and/or foreclosure.
18. Notice of Breach and Disnute Resolution:If the State or the Contractor believes in good faith that the other
party has failed to timely complete a deliverable,or has otherwise committed a material breach of this
Contract,then the non-breaching party shall notify the breaching party in writing of the alleged breach
within ten(10)business days of: 1)the date of the alleged breach if the non-breaching party is aware of the
breach at the time it occurs;or 2)the date that the non-breaching party becomes aware of the breach.
Upon receipt of written notice of an alleged breach of the Contract,the breaching party shall have ten(10)
business days,or such additional time as may be agreed to in writing between the parties,within which to
cure the alleged breach or to notify the non-breaching party in writing of the breaching party's belief that a
material breach of this Contract has not occurred. Failure of the breaching party to cure or respond in
writing within the above time period shall result in the non-breaching party being entitled to pursue any and
all remedies available at law or in equity.
Except as herein specifically provided otherwise,disputes concerning the performance of this contract
which cannot he resolved by the designated contract representatives shall be referred in writing to a senior
departmental management staff designated by the department and a senior manager designated by the
Contractor. Failing resolution at that level,disputes shall be presented in writing to the Executive Director
and the Contractor's chief executive officer for resolution.This process is not intended to supersede any
other process for the resolution of controversies provided by law.
The Contractor and its sureties shall be liable for any damage to the State resulting from the Contractor's
breach,whether or not the Contractor's right to proceed with the work is terminated.The State reserves the
right,in its sole discretion,to determine whether or not to accept substituted performance tendered by the
Contractor or the Contractor's sureties and acceptance is dependent upon completion of all applicable
inspection procedures.
Pitkin County.docx Page 7 of 18
19. Remedies:In addition to any other remedies provided for in this contract,and without limiting its remedies
otherwise available at law,the State may exercise the following remedial actions if the Contractor
substantially fails to satisfy or perforin the duties and obligations in this contract.Substantial failure to
satisfy the duties and obligations shall be defined to mean significant insufficient,incorrect or improper
performance,activities,or inaction by the Contractor.Without limitation,these remedial actions include',
a. withhold payment to Contractor until the necessary services or corrections in perfonnance are
satisfactorily completed;and/or
b. require the vendor to take necessary action to ensure that the future performance conforms to
contract requirements;and/or
c. request the removal from work on the contract of employees or agents of Contractor whom the
State justifies as being incompetent,careless,insubordinate,unsuitable,or otherwise unacceptable,
or whose continued employment on the contract the State deems to be contrary to the public
interest or not in the best interest of the State;and/or
d, deny payment for those services or obligations which have not been performed and which due to
circumstances caused by Contractor cannot be performed,or if performed would be of no value to
the State;denial of the amount of payment must be reasonably related to the value of work or
performance lost to the State;and/or
e. suspend Contractor's performance pending necessary corrective action as specified by the State
without Contractor's entitlement to adjustment in price/costar schedule;and/or
f modify or recover payments(from payments under this contract or other contracts between the
State and the vendor as a debt due to the State)to correct an error due to omission,error,fraud
and/or defalcation;and/or
g. terminate the contract.
These remedies in no way limit the remedies available to the State in the termination provisions of this
contract,or remedies otherwise available at law.
20. Termination.
a. Termination for Default.The State may terminate the contract for cause. In the event this contract
is terminated for cause,the State will only reimburse the Contractor for accepted work or
deliverables received up to the date of termination.In the event this contract is terminated for
cause,final payment to the Contractor may be withheld at the discretion of the State until
completion of final audit.Notwithstanding the above,the Contractor shall not be relieved of
liability to the State for any damages sustained by the State by virtue of any breach of the contract
by the Contractor,and the State may withhold any payment to the Contractor for the purposes of
mitigating its damages until such time as the exact amount of damages due to the State from the
Contractor is determined.If it is determined that the Contractor was not in default then such
termination shall be treated as a termination for convenience as described herein.In the event of
termination,all finished or unfinished documents,data,studies,surveys,drawings,maps,models,
photographs,and reports or other material prepared by the contractor under this contract shall,at
the option of the State,become its property,and the Contractor shall be entitled to receive just and
equitable compensation for any services and supplies delivered and accepted. The Contractor shall
be obligated to return any payment advanced under the provisions of this contract.
b. Termination for Convenience.The State shall have the right to terminate this contract at any time
the State determines necessary by giving the Contractor at least twenty(20)calendar days prior
written notice. If notice is so given,this contract shall terminate on the expiration of the specified
time period,and the liability of the parties hereunder for further performance of the terms of this
contract shall thereupon cease,but the parties shall not be released from the duty to perform their
obligations up to the date of termination. In the event of termination,all finished or unfinished
documents,data,studies, surveys,drawings.maps,models,photographs,and reports or other
material prepared by the contractor under this contract shall,at the option of the State,become its
property,and the Contractor shall be entitled to receive just and equitable compensation for any
satisfactory services and supplies delivered.
In the event that the State terminates this contract under the Termination for Convenience
provisions,the Contractor is entitled to submit a termination claim within ten(I D)days of the
Pitkin County.doex Page 8 of 18
effective date of termination.The termination claim shall address and the State shall consider
paying the following costs:
the contract price for performance of work,which is accepted by the State,up to the
effective date of the termination;
11. reasonable and necessary costs incurred in preparing to perform the terminated portion of
the contract;
III. reasonable profit on the completed but undelivered work up to the date of termination;
IV. the costs of settling claims arising out of the termination of subcontracts or orders,not to
exceed 30 days pay for each subcontractor;
V. reasonable accounting,legal,clerical,and other costs arising out of the termination
settlement.
In no event shall reimbursement under this clause exceed the contract amount reduced by amounts
previously paid by the State to the Contractor.
c. Immediate Termination.This contract is subject to immediate termination,in whole or in part,by
the State without further liability in all of the following circumstances:
In the event that the State determines that the health,safety,or welfare of persons
receiving services may be in jeopardy;
Il. Upon verifying that the Contractor has engaged in or is about to participate in fraudulent
or other illegal acts;or
III. If State or federal funds are not appropriated,or otherwise become unavailable to fund
this Contract.
21. Stop Work Order.Upon written approval by the State Procurement Officer or delegee,the State may,by
written order to the Contractor,at any time,and without notice to any surety,require the Contractor to stop
all or any part of the work called for by this contract.This order shall be for a specified period after the
order is delivered to the Contractor.Any such order shall be identified specifically as a stop work order
issued pursuant to this clause.Upon receipt of such an order,the Contractor shall forthwith comply with its
terms and take all reasonable steps to minimize the incuring of costs allocable to the work covered by the
order during the period of work stoppage.Before the stop work order expires,as legally extended,the State
Procurement Officer or delegee shall either:
a. Cancel the stop work order;or
b. Terminate the work covered by such order;or
c. Terminate the contract.
Ifa stop work order issued under this clause is properly canceled,the Contractor shall have the right to
resume work.An appropriate adjustment shall be made in the delivery schedule or contract price,or both,
and the contract shall be modified accordingly in writing pursuant to the terms of this contract dealing with
contract modifications,if:
a. The stop work order results in increased time required for,or in the Contractor's cost properly
allocable to,the performance of any part of this contract;and
h. The Contractor asserts claim for such an adjustment within thirty(30)days after the end of the
period of work stoppage.
If the work covered by such order is terminated for default or convenience,the reasonable costs resulting
from the stop work order shall be allowed by adjustment or otherwise and such adjustment shall be in
accordance with the Price Adjustment Clause of this contract.
22. Venue. The parties agree that exclusive venue for any action related to performance of this contract shall be in
the City and County of Denver,Colorado.
23. Understanding of the Parties.
s. Complete Integration.This contract is intended as the complete integration of all understandings
between the parties.No prior or contemporaneous addition,deletion,or other amendment hereto
Pitkin County.docx Page 9 of 18
shall have any force or effect whatsoever,unless embodied herein in writing.No subsequent
novation,renewal,addition,deletion,or other amendment hereto shall have any force or effect
unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules.
b. Severability.To the extent that this contract may be executed and performance of the obligations
of the parties may be accomplished within the intent of the contract,the terms of this contract are
severable,and should any term or provision hereof be declared invalid or become inoperative for
any reason,such invalidity or failure shall not affect the validity of any other term or provision
hereof.
c. Binding Agreement Except as herein specifically provided otherwise,it is expressly understood
and agreed that this contract shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns.All rights of action relating to enforcement of the terms
and conditions shall be strictly reserved to the State and the named Contractor.Nothing contained
in this agreement shall give or allow any claim or right of action whatsoever by any other third
person. It is the express intention of the State and the Contractor that any such person or entity,
other than the State or the Contractor,receiving services or benefits under this agreement shall be
deemed an incidental beneficiary only.
d. Waiver.The waiver of any breach ofa term hereof shall not be construed as a waiver of any other
term,or the same term upon subsequent breach.
e. Continuing Obligations.The State and the Contractors obligations under this contract shall survive
following termination or expiration to the extent necessary to give effect to the intent and
understanding of the parties.
f Assignment and Change In Ownershi. Address Financial Status. Except as herein specifically
provided otherwise,the rights,duties and obligations of the Contractor arising hereunder cannot
be assigned,delegated,subgranted or subcontracted except with the express prior written consent
of the State,which consent shall not be unreasonably withheld.In the case of assignment or
delegation,Contractor and the State shall execute the standard State novation agreement prior to
the assignment or delegation being effective against the Slate.The subgrants and subcontracts
permitted by the State shall be subject to the requirements of this contract.The Contractor is
responsible for all subcontracting arrangements,delivery of services,and performance of any
subgrantor or subcontractor.The Contractor warrants and agrees that any subgrant or subcontract,
resulting from its performance under the terms and conditions of this contract,shall include a
provision that the said subgrantor or subcontractor shall abide by the terms and conditions hereof.
Also,the Contractor warrants and agrees that all subgrants or subcontracts shall include a
provision that the subgrantor or subcontractor shall indemnify and hold harmless the State.The
subgrantors or subcontractors must be certified to work on any equipment for which their services
are obtained.
This provision shall not be construed to prohibit assignments of the right to payment to the extent
permitted by section 4-9-318,CRS,provided that written notice of assignment adequate to identify
the rights assigned is received by the controller for the agency,department,or institution executing
this contract.Such assignment shall not be deemed valid until receipt by such controller - as •
distinguished from the State Controller—and the Contractor assumes the risk that such written
notice of assignment is received by the controller for the agency,department,or institution
involved.
The Contractor is required to formally notify the State prior to,or if circumstances do not allow
prior notification then immediately following,any of the following:
I. change in ownership; •
II. change of address;
the filing of bankruptcy.
g. Force Majeure.Neither the Contractor nor the State shall be liable to the other for any delay in,or
failure of performance of,any covenant or promise contained in this contract,nor shall any delay
or failure constitute default or give rise to any liability for damages if,and only to the extent that,
Pitkin County.docx Page 10 of 18
such delay or failure is caused by`force majeure."As used in this contract`force majeure"means
acts of God;acts of the public enemy;acts of the State and any governmental entity in its
sovereign or contractual capacity;fires;floods,epidemics;quarantine restrictions,strikes or other
labor disputes;freight embargoes;or unusually severe weather.
h. Changes In Law,This contract is subject to such modifications as may be required by changes in
applicable federal or State law, or their implementing rules,regulations,or procedures. Any such
required modification shall automatically be incorporated into and be part of this contract on the
effective date of such change as if fully set forth herein.Except as provided above,no
modification of this contract shall be effective unless agreed to in writing by both parties in the
form of a written amendment to this Contract that has been previously executed and approved in
accordance with applicable law.
Media or Public Announcements.Unless otherwise provided for in this Contract,the Contractor
shall not make any news release,publicity statement,or other public announcement,either in
written or oral form that concerns the work provided under this Contract,without the prior written
approval of the State.The Contractor shall submit a written request for approval to the State no
less than ten(10)business days before the proposed date of publication.The State shall not
unreasonably withhold approval of the Contractor's written request to publish. Approval or denial
of the Contractor's request by the State,shall be delivered to the Contractor in writing within six
(6)business days from the date of the State's receipt of Contractors request for approval.
If required by the terms and conditions ofa federal or state grant,the Contractor shall obtain the
prior approval of the State and all necessary third parties prior to publishing any materials
produced under this Contract. If required by the terms and conditions ofa federal or state grant,
the Contractor shall also credit the State and all necessary third parties with assisting in the
publication of any materials produced under this Contract. It shall be the obligation of the
Contractor to inquire of the State as to whether these requirements exist and obtain written
notification from the State as Contractor deems appropriate.
24. Intellectual Indemnity Contractor shall defend,at its sole expense,any claim(s)or suit(s)brought against
the State alleging that the use by the State of any product(s),or any part thereof,supplied by Contractor
under this agreement constitutes infringement of any patent,copyright,trademark,or other proprietary
rights,provided that the State gives Contractor written notice within twenty(20)days of receipt by the
State of such notice of such claim or suit,provides assistance and cooperation to Contractor in connection
with such action,and Contractor has sole authority to defend or settle the claim. Contractor shall consult
the State regarding such defense and the State may,at its discretion and expense,participate in any defense.
Should the State not choose to participate,Contractor shall keep the State advised of any settlement or
defense.
Contractor shall have liability for all such claims or suits,except as expressly provided herein,and shall
indemnify the State for all liability incurred by the State as a result of such infringement.Contractor shall
pay all reasonable out-of-pocket costs and expenses,and damages finally awarded by a court of competent
jurisdiction,awarded or agreed to by Contractor regarding such claims or suits.
If the product(s),or any part thereof,become the subject of any claim,suitor proceeding for infringement
of any patent,trademark or copyright,or in the event of any adjudication that the product(s),or any part
thereof,infringes any patent,trademark or copyright,or if the sub-license or use of the product(s),or any
pan thereof,is enjoined,Contractor,after consultation with the State,shall do one of the following at
Contractor's expense:
a. produce for the State the right under such patent,trademark or copyright to use or sub-license,as
appropriate,the product or such part thereof;or
b. replace the product(s),or part thereof,with other suitable products or parts conforming to the.
original license and State specifications;or
c. suitably modify the products,or part thereof.
Except as otherwise expressly provided herein,Contractor shall not be liable for any costs or expenses
incurred without its prior written authorization.
Pitkin Counry.docx Page 11 of 18
Contractor shall have no obligation to defend against or to pay any costs,damages or attorney's fees with
respect to any claim based upon:
a. the use of an altered release if Contractor had not consented to the alteration;or
b. the combination,operation or use of the product(s)with programs or data which were not
furnished by Contractor,if such infringement would have been avoided if the programs or data
furnished by persons or entities other than Contractor had not been combined,operated or used
with the product(s);or
c. the use of product(s)on or in connection with equipment or software not permitted under this
contract if such infringement would have been avoided by not using the product(s)on or in
connection with such other equipment or software.
25. Conformance with Law. If this Contract involves federal funds or compliance is otherwise federally
mandated,the Contractor and its agent(s)shall at all times during the term of this contract strictly adhere to
all applicable federal laws,state laws,Executive Orders and implementing regulations as they currently
exist and may hereafter be amended.Without limitation,these federal laws and regulations include:
a. Office of Management and Budget Circulars and The Common Rule for Uniform Administrative
Requirements for Grants and Cooperative Agreements to State and Local Governments,as
applicable;
the"Hatch Act"(5 U.S.C. 1501-1508)and Public Law 95-454,Section 4728
c. when required by Federal program legislation,the"Davis-Bacon Act",as amended(40 U.S.C.
3141-3148)as supplemented by Department of Labor Regulations(29 CFR Part 5,"Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction');
d. when required by Federal program legislation,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 of Public Work Financed in Whole or in Part by Loans or
Grants from the United States").
e. 42 U.S.C. 6101 e(s ,42 U.S.C.2000d,29 U.S.C.794(regarding discrimination);
f. the"Americans with Disabilities Act"(Public Law 101-336;42 U.S.C. 12101, 12102, 12111 -
12117, 12131 - 12134, 12141 - 12150, 12161 - 12165, 12181 - 12189, 12201 - 12213 and47
U.S.C.225 and 47 U.S.C.611);
g. if the Contractor is acquiring an interest in real property and displacing households or businesses
in the performance of this Contract,then the Contractor is in compliance with the"Uniform
Relocation Assistance and Real Property Acquisition Policies Act",as amended,(Public Law 91-
646,as amended,and Public Law 100-17,101 Stat.246-256);
h. when applicable,the Contractor shall comply with the provisions of the"Uniform Administrative
Requirements for Grants and Cooperative Agreements to State and Local Governments"
(Common Rule);
Section 2101 of the Federal Acquisition Streamlining Act of 1994,Public Law 103-355;and
j. If the Contractor is a covered entity under the Health Insurance Portability and Accountability
Act of 1996,42 U.S.C. 1320d—1320d-8,the Contractor shall comply with applicable HIPAA
requirements.If Contractor is a business associate under HIPAA,Contractor hereby agrees
to,and has an affirmative duty to,execute the State's current HIPAA Business Associate
Agreement.In this case,Contractor must contact the State's representative and request a
copy of the Business Associate Agreement,complete the agreement,have it signed by an
authorized representative of the Contractor,and deliver it to the State.
k. The Federal Funding Accountability and Transparency Act of2006(Public Law 109-282),as
amended by §6062 of Public Law 110-252,including without limitation all data reporting
requirements required there under.This Act is also referred to as FFATA.
Contractor shall comply with the provisions of Section 601 of Title VI of the Civil Rights Act of
1964,as amended.
m. 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 comply with the equal
opportunity clause provided under 41 CFR 60-1.3(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
Pitkin County.docx Page 12 of 18
Employment Opportunity,'and implementing regulations at 41 CFR part 60,"Office of Federal
Contract Compliance Programs,Equal Employment Opportunity,Department of Labor.
n. where applicable,Contract Work Hours and Safety Standards Act(40 U.S.C.3701-3708).
o. 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 an agreement with a small business firm or
nonprofit organization,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 bytie
awarding agency.
p. the Clean Air Act(42 U.S.C.7401-7671q.)and the Federal Water Pollution Control Act(33
U.S.C. 1251-1387),as amended.
q. if applicable,comply with the mandatory standards and policies on energy efficiency contained
within the State of Colorado's energy conservation plan issued in compliance with the Energy
Policy and Conservation Act,42 U.S.C. 6201.
26. Contractor Affirmation.If this Contract involves federal funds or compliance is otherwise federally mandated,
then by signing and submitting this Contract the Contractor affirmatively avers that:
a. the Contractor is in compliance with the requirements of the"Drug-Free Workplace Act"(Public
Law 100-690 Title V,Subtitle D,41 U.S.C.701 et seq.);
b. the Contractor and all principals are not presently debarred,suspended,proposed for debarment,
declared ineligible,or voluntarily excluded from covered transactions by any federal department
or agency;the Contractor and all principals shall comply with all applicable regulations pursuant
to Executive Order 12549(3 CFR Part 1986 Comp.,p. 189)and Executive Order 12689(3 CFR
Part 1989 Comp.,p.235),Debarment and Suspension;and,
the Contractor shall comply with all applicable regulations pursuant to Section 319 of Public Law
101-121,Guidance for New Restrictions on Lobbying,including,Certification and Disclosure,29
C.F.R.93.110(1990) and where applicable,the Byrd Anti-Lobbying Amendment(31 U.S.C.
1352).
27. Annual Audits. If the Contractor expends federal funds from all sources(director from pass-through
entities)in an amount of$750,000 or more during its fiscal year,then the Contractor shall have an audit of
that fiscal year in accordance with Office of Management and Budget(OMB)Circular A-133 (Audits of
States,Local Governments,and Non-Profit Organizations).If the Contractor expends federal funds
received from the State in an amount of$750,000 or more during its fiscal year,then the Contractor shall
furnish one(I)copy of the audit report(s)to the State's Internal Audit Office within thirty(30)calendar
days after the Contractor's receipt of its auditor's report or nine(9)months after the end of the Contractor's
audit period,whichever is earlier.If(an)instanee(s)of noncompliance with federal laws and regulations
occurs,then the Contractor shall take all appropriate corrective action(s)within six(6)months of the
issuance of(a)report(s).
2R. Holdover-In the event that the State desires to continue the services provided for in this Contract and a
replacement contract has not been fully executed by the expiration date of the Contract,this Contract may
be extended unilaterally by the State for a period of up to two(2)months upon written notice to the
Contractor under the same terms and conditions of the original Contract including,but not limited to,
prices,rates,and service delivery requirements. However,this extension terminates when the replacement
contract becomes effective when signed by the State Controller or an authorized delegate.
29 Survival of Certain Contract Terms.Notwithstanding anything in this contract to the contrary,the parties
understand and agree that all terms and conditions of this contract which may require continued
performance,compliance,or effect beyond the termination date of the contract and shall survive such
termination date and shall be enforceable by the State as provided herein in the event of failure to perform
or comply by the Contractor.
30. STATEWIDE CONTRACT MANAGEMENT SYSTEM[This section shall apply when the Effective
Date is on or after July 1,2009 and the maximum amount payable to Contractor hereunder is$100,000 or
higher]
Pitkin County.docx Page 13 of 18
By entering into this Contract,Contractor agrees to be governed,and to abide,by the provisions of CRS
§24-102-205,§24-1U2-206, §24-103-601,§24-103.5-101 and§24-105-102 concerning the monitoring of
vendor performance on state contracts and inclusion of contract performance information in a statewide
contract management system.
Contractor's performance shall be evaluated in accordance with the terms and conditions of this Contract,
State law,including CRS§24-103.5-101,and State Fiscal Rules,Policies and Guidance.Evaluation of
Contractor's performance shall be part of the normal contract administration process and Contractor's
performance will be systematically recorded in the statewide Contract Management System.'Areas of
review shall include,but shall not be limited to quality,cost and timeliness.Collection of information
relevant to the performance of Contractor's obligations under this Contract shall be determined by the
specific requirements of such obligations and shall include factors tailored to match the requirements of the
Statement of Project of this Contract Such performance information shall be entered into the statewide
Contract Management System at intervals established in the Statement of Project and a final review and
rating shall be rendered within 30 days of the end of the Contract term.Contractor shall be notified
following each performance and shall address or correct any identified problem in a timely manner and
maintain work progress.
Should the final performance evaluation determine that Contractor demonstrated a gross failure to meet the
performance measures established under the Statement of Project,the Executive Director of the Colorado
Department of Personnel and Administration(Executive Director),upon request by the Colorado
Department of Public Health and Environment and showing of good cause,may debar Contractor and
prohibit Contractor from bidding on future contracts.Contractor may contest the final evaluation and result
by: (0 filing rebuttal statements,which may result in either removal or correction of the evaluation(CRS
§24-105-102(6)),or(ii)under CRS§24-105-102(6),exercising the debarment protest and appeal rights
provided in CRS §§24-109-106, 107,201 or 202,which may result in the reversal of the debarment and
reinstatement of Contractor,by the Executive Director,upon showing of good cause.
3L Performance Outside the State of Colorado and/or the United States
[Not applicable if Contract Funds include any federal funds]
Following the Effective Date,Contractor shall provide written notice to the State,in accordance with the
Notices and Representatives provision,within 20 days of the earlier to occur of Contractor's decision to
perform,or its execution of an agreement with a Subcontractor to perform,Services outside the State of
Colorado and/or the United States.Such notice shall specify the type of Services to be performed outside
the State of Colorado and/or the United States and the reason why it is necessary or advantageous to
perform such Services at such location or locations.All notices received by the State pursuant to this
provision shall be posted on the Colorado Department of Personnel&Administration's website.Knowing
failure by Contractor to provide notice to the State under this provision shall constitute a material breach of
this Contract.
Pitkin County.docx Page 14 of 18
SPECIAL PROVISIONS
These Special Provisions apply to all contracts except where noted in italics.
1. CONTROLLER'S APPROVAL.CRS§24-30-202(1).This contract shall not be valid until it has been approved by
the Colorado State Controller or designee.
2. FUND AVAILABILITY,CRS§24-30-202(5.5).Financial obligations of the State payable after the current fiscal
year are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available.
3. GOVERNMENTAL IMMUNITY.No term or condition of this contract shall be construed or interpreted as a
waiver,express or implied,of any of the immunities,rights,benefits,protections,or other provisions,of the Colorado
Governmental Immunity Act,CRS§24-10-101 et seq.,or the Federal Tort Claims Act,28 U.S.C.§§1346(b)and 2671
et seq.,as applicable now or hereafter amended.
4. INDEPENDENT CONTRACTOR.Contractor shall perform its duties hereunder as an independent contractor and
not as an employee.Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or
employee of the State.Contractor and its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for
Contractor or any of its agents or employees.Unemployment insurance benefits will be available to Contractor and its
employees and agents only if such coverage is made available by Contractor or a third party.Contractor shall pay
when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract.
Contractor shall not have authorization,express or implied,to bind the State to any agreement,liability or
understanding,except as expressly set forth herein.Contractor shall(a)provide and keep in force workers'
compensation and unemployment compensation insurance in the amounts required by law,(b)provide proof thereof
when requested by the State,and(c)be solely responsible for its acts and those of its employees and agents.
5. COMPLIANCE WITH LAW.Contractor shall strictly comply with all applicable federal and State laws,rules,and
regulations in effect or hereafter established,including,without limitation,laws applicable to discrimination and unfair
employment practices.
6. CHOICE OF LAW.Colorado law,and rules and regulations issued pursuant thereto,shall be applied in the
interpretation,execution,and enforcement of this contract.Any provision included or incorporated herein by reference
which conflicts with said laws,rules,and regulations shall be null and void.Any provision incorporated herein by
reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or
enforceable or available in any action at law,whether by way of complaint,defense,or otherwise.Any provision
rendered null and void by the operation of this provision shall not invalidate the remainder of this contract,to the
extent capable of execution.
7. BINDING ARBITRATION PROHIBITED.The State of Colorado does not agree to binding arbitration by any
extra-judicial body or person.Any provision to the contrary in this contact or incorporated herein by reference shall be
null and void.
8. SOFTWARE PIRACY PROHIBITION.Governor's Executive Order D 002 00.State or other public funds
payable under this contract shall not be used for the acquisition,operation,or maintenance of computer software in
violation of federal copyright laws or applicable licensing restrictions.Contractor hereby certifies and warrants that,
during the term of this contract and any extensions,Contractor has and shall maintain in place appropriate systems and
controls to prevent such improper use of public funds,If the State determines that Contractor is in violation of this
provision,the State may exercise any remedy available at law or in equity or under this contract,including,without
limitation,immediate termination of this contract and any remedy consistent with federal copyright laws or applicable
licensing restrictions.
9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST.CRS§§24-18-201 and 24-50-507.The
signatories aver that to their knowledge,no employee of the State has any personal or beneficial interest whatsoever in
the service or property described in this contract.Contractor has no interest and shall not acquire any interest,direct or
indirect,that would conflict in any manner or degree with the performance of Contractor's services and Contractor
shall not employ any person having such known interests.
10. VENDOR OFFSET.CRS§§24-30-202(I)and 24-30-202.4,[Not Applicable to intergovernmental agreements]
Subject to CRS§24-30-202.4(3.5),the State Controller may withhold payment under the State's vendor offset
intercept system for debts owed to State agencies for:(a)unpaid child support debts or child support arrearages;(b)
unpaid balances of tax,accrued interest,or other charges specified in CRS§39-21-101,et seq.;(c)unpaid loans due to
Contract_Template_InterGovemmental_070714 Page 15 of 18
the Student Loan Division of the Department of Higher Education;(d)amounts required to be paid to the
Unemployment Compensation Fund;and(e)other unpaid debts owing to the State as a result of final agency
determination or judicial action.
11. PUBLIC CONTRACTS FOR SERVICES.CRS§8-17.5-101. [Not Applicable to agreements relating to the offer,
issuance,or sale of securities,investment advisory services or fund management services,sponsored projects,
intergovernmental agreements,or information technology services or products and services]Contractor certifies,
warrants,and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under
this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the
United States to perform work under this contract,through participation in the E-Verify Program or the Department
program established pursuant to CRS§8-17.5-102(5)(c),Contractor shall not knowingly employ or contract with an
illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to
Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
this contract.Contractor(a)shall not use E-Verify Program or Department program procedures to undertake pre-
employment screening of job applicants while this contract is being performed,(b)shall notify the subcontractor and
the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or
contracting with an illegal alien for work under this contract(c)shall terminate the subcontract ifa subcontractor does
not stop employing or contracting witty the illegal alien within three days of receiving the notice,and(d)shall comply
with reasonable requests made in the course of an investigation,undertaken pursuant to CRS§8-17.5-102(5),by the
Colorado Department of Labor and Employment.If Contractor participates in the Department program,Contractor
shall deliver to the contracting State agency,Institution of Higher Education or political subdivision a written,
notarized affirmation,affirming that Contractor has examined the legal work status of such employee,and shall
comply with all of the other requirements of the Department program.If Contractor fails to comply with any
requirement of this provision or CRS§8-17.5-101 et seq,the contracting State agency,institution of higher education
or political subdivision may terminate this contract for breach and,if so terminated,Contractor shall be liable for
damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS.CRS§24-76.5-101.Contractor,if a natural person
eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(a)is a citizen or
otherwise lawfully present in the United States pursuant to federal law,(b)shall comply with the provisions of CR5
§24-76.5-101 et seq.,and(c)has produced one form of identification required by CRS§24-76.5-103 prior to the
effective date of this contract.
Pitkin Counly.docx Page 16 of 18
TILE PARTIES HERETO'RYE EXECUTED THIS CONTRACT
*Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's
behalf and acknowledge that the State is relying on their representations to that effect.
CONTRACTOR STATE OF COLORADO.
JOHN W.HICKENLOOPER,GOVERNOR
Board of County Commissioners of Pitkin County
(apolitical subdivision of Colorado)
R
Legal Nam-of Contacting Entity
�� _ / - J ./ b'
Gll I / E (( N y For Executive
Director
Pant Name of Authorized 0"cer Department of Public Health and Environment
AA-. Zillaull
Signature of Authorize.Officer
z/a3 . a �
Date
;\Department rogram Approval:
By: i \\).,.✓�
Print Title or Authorized Officer
LEGAL REVIEW
Cynthia H.Coffman,Attorney General
By: �I
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§24-311-202 requires the State Controller to approve all State Contracts.This Contract is not valid
until signed and dated below by the State Controller or delegate.Contractor is not authorized to begin
performance until such time.If Contractor begins performing prior thereto,the State of Colorado is not
obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.
STATE CONTROLLER:
Robert Jams,CPA,MBA,JD
By: Ctr Alia.�X
Date: /j///(G'
Pitkin County.docx Page 17 of 18
EXHIBIT A
ADDITIONAL PROVISIONS
To Contract Dated 05/25/2016-CMS Contract Routing Number 17 FEFA 91092
These provisions are to be read and interpreted in conjunction with the provisions of the Contract specified above.
I. This Contract contains state funds,
2 Time Limit For Acceptance Of Deliverables.
a. Evaluation Period.The State shall have thirty(30)calendar days from the date a deliverable is
delivered to the State by the Contractor to evaluate that deliverable,except for those deliverables
that have a different time negotiated by the State and the Contractor.
b. Notice of Defect. If the State believes in good faith that a deliverable fails to meet the design
specifications for that particular deliverable,oris otherwise deficient,then the State shall notify
the Contractor of the failure or deficiencies,in writing,within twenty(20)calendar days of: I)the
date the deliverable is delivered to the State by the Contractor if the State is aware of the failure or
deficiency at the time of delivery;or 2)the date the State becomes aware of the failure or
deficiency.The above time frame shall apply to all deliverables except for those deliverables that
have a different time negotiated by the State and the Contractor in writing pursuant to the State's
fiscal rules.
c. Time to Correct Defect.Upon receipt of timely written notice of an objection to a completed
deliverable,the Contractor shall have a reasonable period of time,not to exceed thirty(30)
calendar days,to correct the noted deficiencies.
3. Health Insurance Portability and Accountability Act(HIPAA)Business Associate Determination.
The State has determined that this Contract does not constitute a Business Associate relationship under
HIPAA.
4. This award does not include funds for Research and Development.
5. To receive compensation under the Contract,the Contractor shall submit a signed Quarterly CDPHE
Reimbursement Invoice Form.This form is accessible from the CDPHE intemet website
htms/hvww.colorado.eov/oacifidedohe/standardized-invoice-fomt-und-links and is incorporated and made
part of this Contract by reference.CDPHE will provide technical assistance in accessing and completing
the form. The CDPHE Reimbursement Invoice Form and Expenditure Derails page must be submitted no
later than forty-five(45)calendar days after the end of the billing period for which services were rendered.
Expenditures shall be in accordance with the Statement of Work and Budget.
Scan the completed and signed CDPHE Reimbursement Invoice Furm into an electronic document.Email the
scanned invoice and Expenditure Details page and to:Maria Marquez,Fiscal Coordinator,
maria.marqueztstate.co.us
Final billings under the Contract must be received by the State within a reasonable time after the expiration or
termination of the Contract;but in any event no later than forty-five(45)calendar days from the effective expiration
or termination date of the Contract.
Unless otherwise provided for in the Contract,"Local Match",if any,shall be included on all invoices as required
by finding source.
Page I oft
Contact Exhibit-A AdditionalProvisions 04W15
FXIIIRPf A
The Contractor shall not use federal funds to satisfy federal cost sharing and matching requirements unless approved
in writing by the appropriate federal agency.
Fee Collection and Remittance
Pursuant to Section 25-4-1607(10),C.R.S.,county and district boards of health shall collect retail food licensing fees
when the county and district boards of health are authorized by the Department to enforce Sections 25-4-1604(1)(a),
(c),(d),(e)and(h)of the Food Protection Act,25-4-1601 et seq.,C.R.S. Annual licensing fees are due from
licensees at the beginning of each calendar year and cover work to be performed by the local public health agency
throughout the calendar year. Local public health agencies remit$43.00 of the licensing fees to the Department,and
maintain the balance of the fee to defray,in part,the costs associated with the administration of the retail food
licensing program. If the Contractor chooses to terminate its participation in the retail food licensing program,or
the Department rescinds the Contractor's delegation to perform the duties in Section 25-4-I604(1)(a),(c),(d),(e)
and(h)of the Food Protection Act prior to the end of the calendar year,Contract shall remit to the Department the
proportionate share of the annual fccs collected by Contractor for the time period for which Contractor did not
and/or was not authorized by the Department pursuant to a delegation to perform work pursuant to this Task Order
Contract.
•
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Page 2 of2
Contract Exhibit-A AdditionalProvisioru 040715
EXHIBIT B
STATEMENT OF WORK
To Contract Dated 05/25/2016 CMS Routing Number 17 FEFA 91092
Project Description:
Local public health agencies arc essential to the provision of quality and comprehensive public health services
throughout the state and are critical partners with the Colorado Department of Public Health and Environment in
maintaining a strong public health system.Each local public health agency shall assure the provision of Core Public
Health Services within their jurisdiction.The scope of the provision of each Core Public Health Service is determined
at the local level,and may differ across agencies based on community needs,priorities,funding and capacity.
II. Definitions:
CDPHE:Colorado Department of Public Health and Environment
DEHS:Division of Environmental Health and Sustainability
HACCP',Hazard Analysis Critical Control Points
VNRFPS:Voluntary National Retail Food Regulatory Program Standards
III. Work Plan
Goal#L Provide environmental health services to achieve the uniform statewide administration,implementation and
enforcement of standards and rules established by the CDPHE for retail food establishments.
Objective#L The Contractor shall assure compliance with the Food Protection Act, the Colorado Retail Food
Establishment Rules and Regulations and all other policies,regulations,interpretive memoranda,and
documents issued by DENS which are used to clarify interpretation and implementation of the laws,rules and
regulations.
The Contractor shall conduct regulatory inspections of etail food establishments in accordance
Primary Activity 01 with state laws,regulations and standards.
I. The Contractor shall implement the State risk-based inspection methodology or an
alternate risk-based methodology approved by the State. In order to be approved,
alternate methodologies shall include implementation of State-approved intervention
methods for highest risk establishments to minimize food-borne illness violations and to
address critical item violations.
2. The Contractor shall conduct interventions for those retail food establishments that,
Sub-Activities#1 through inspection data,are identified as having a large number of food-borne illness risk
factors.An intervention is considered a routine inspection and can include onsitc
training,announced inspection,or a HACCP based critical item inspection.
3. The Contractor shall enter inspection,intervention and compliance data into the
Contractor's digital database or into the State's digital database no later than five
working days after the last day of each month.
Primary Activity#2 The Contractor shall uniformly implement and administer the Food Protection Act.
I. The Contractor shall issue new and renewal licenses and certificates of license using the
State's digital database or Contractor-specific data system(s),and remit the State's
$43.00 portion of each licensing fee to DENS upon receipt of payment.
2. The Contractor shall respond to any plans and specifications or HACCP plans submitted
Sub-Activities#2 within 14 days.
a. The Contractor shall review and approve HACCP plans submitted by retail food
establishments to verify and ensure that food handling risks are reduced to prevent
food-borne illness outbreaks.
b. The Contractor shall review all submitted plans for new or extensively remodeled
Page 1 of 4
Exhibit B—Statement of Work
EXIIIBIT B
retail food establishments.
c. if a HACCP plan or other plan or specification is deemed inadequate,the Contractor
shall provide written response to the submitter with a statement describing how such
deficiencies may be corrected.
3. The Contractor shall hear and determine all complaints against licensees or grantees of
certificates of license and administer oaths and issue subpoenas to require the presence of
any person necessary to the determination of any such hearing.
4. The Contractor shall review all variance requests submitted by retail food establishments
and provide a recommendation for approval or denial to be considered by CDPHE.
5. The Contractor shall enroll and maintain progress in the FDA's Voluntary National
Retail Food Regulatory Program Standards(VNRFPS)as staffing resources allow.
VNRFPS information is available on the following web site:
http'.//www.fda.gov/Food/GuidanceRc_ulation/RetailFoodProtection/Pro•ramStandards/
default.htm. Progress will include:
a. Participation in statewide committees for the development of the State requirements
for a particular standard.
b. Demonstration of advancement toward compliance with VNRFPS standard number
2 assuring retail food inspectors meet national criteria for appropriate training and
education to adequately perform required inspections and interventions.
c. Demonstration of advancement toward compliance with VNRFPS standard number
3 assuring inspection focus on critical item risk factors,the correction of
documented deficiencies,and assuring the focus of inspections on the highest risk
establishments.
d. Coordination with the department to facilitate DENS audits of compliance audits
performed as part of VNRFPS.
e. Coordination with the department to conduct audits of DENS for compliance with
VNRFPS.
6. The Contractor shall use the State inspection form,or a form approved by the State,and
mark the compliance status options for all critical violations as in compliance(In),out of
compliance(Out),not applicable(NA),or not observed(NO)during each inspection.
7. The Contractor shall participate in individual and statewide trainings offered by DENS
for the retail food program or supporting data system(s).
8. The Contractor shall participate in the State's data standardization efforts.
I. The Contractor shall assure compliance with the Food Protection Act, C.R.S. 25-4-1601,
et seq.This document is incorporated and made part of this contract by reference and is
available on the following website httn://www.sos.state.co.us/CCRWelcome.do.
2. The Contractor shall assure compliance with the Colorado State Board of Health Rules 6
CCR 1010-2.These documents are incorporated and made part of this contract by
reference and is available on the following website
tatp://www.soustate.coxisICCR(NumericalDeothisrdog1000.
3. The Contractor shall complete retail food inspections at a sufficient rate to protect public
health and maintain a consistent regulatory presence in the community(i.e.
Standards and approximately 25%of annually required inspections completed per quarter).
Requirements a. If extenuating circumstances,cause the contractor to complete less than 25%of the
annually-required number of inspections in a quarter,the Contractor shall notify the
State in writing of the extenuating circumstances.
b. When the Contractor lacks program budget to provide a staffing level of one full-
time equivalent(FTE)devoted to retail food safety for every 320 inspections to be
performed,the Contractor shall include such information in their written notification
to the State.The Contractor shall use Standard 8 from the 2013 VNRFPS as the
basis for calculations in support of this justification.(FTE requirements calculated in
accordance with Standard 8 may be compared with funding provided through retail
food license revenues and local staffing costs when justifying proportionally
appropriate work completion)
Page 2 of 4
Exhibit B—Statement of Work
EXHIBIT B
c. The Contractor shall ensure all licensing fees collected are directed towards retail
food program activities.
4. The Contractor shall have at least one employee that has successfully completed retail
food establishment standardization through the DEHS,or have one employee who meets
the eligibility requirements(including compliance with VNRFPS standard number 2)for
standardization and participates in and successfully completes the standardization
exercise when scheduled by DEHS.
5. The Contractor will as resources allow participate in statewide efforts to establish a
uniform system to communicate health inspection results to the public.
6. The Contractor shall maintain inspection and compliance records for retail food
establishments in a digital database in order for DEHS to determine:
a. An accurate and complete inventory of existing retail food establishments;
la The number of inspections conducted;
c. Completion rates for required inspections and interventions;
d. The number of food-borne illness and critical item violations cited;
e. Whether food-borne illness and critical items identified on retail food establishment
inspections were corrected;
I Whether the required inspection frequency was met;and
a. The number of enforcement actions taken to obtain compliance in retail food
establishments.
Expected Results of Complete inspections and assure regulatory compliance in retail food establishments in
Activity(s) proportion with the resources and funding available to each of these programs.
I. The number of retail food inspections required to be completed by the Contractor during
the State fiscal year(based on the State's risk-based inspection scheduling methods or an
Measurement of Expected alternate risk-based methodology approved by the State),and the number of inspections
Results actually completed;
The number of food-borne illness and critical item violations cited during retail food
inspections,and whether these violations were corrected;
_ - s Completion Date
I. The Contractor shall submit semi-annual progress reports via No later than
email to the Deputy Director of DEHS in a format provided by January 31
DENS. June 30
No later than
2. If not using the State's digital database,the Contractor shall October 31
submit via email to the Deputy Dircetor of DEHS an electronic January 31
data transfer(EDT)at a minimum of each quarter in accordance
with data standardization workgroup protocol. April 30
Deliverables July 31
3. If not using the State's digital database,the Contractor shall
submit a quarterly inspection and compliance progress summary, No later than
in a format provided by DENS via email to the Deputy Director October 31
of DEHS. January 31
Quarterly reporting may be provided using the Contractor's data April 30
system reporting capabilities(i.e.the Contractor can submit July 31
"canned"reports with some or all data elements).
Page 3 of 4
Exhibit B—Statement of Work
EXHIBIT B
IV. Monitoring:
CDPHE's monitoring of this contract for compliance with performance requirements will be conducted throughout the
contract period by the Deputy Director of DEI-S. Methods used will include a review of documentation determined
by CDPHE to be reflective of performance to include progress reports, inspection inventories,inspections reports,site.
visits,electronic data and joint inspections and programmatic documentation as applicable. The Contractor's
performance will be evaluated at set intervals and communicated to the contractor.A Final Contractor Performance
Evaluation will be conducted at the end of the life of the contract.
V. Resolution of Non-Compliance:
The Contractor will be notified in writing within fifteen (15) calendar days of discovery of a c ompliance issue.
Within thirty (30) calendar days of di scovery, the Contractor and the Stale will collaborate, when appropriate,to
determine the action(s)necessary to rectify the compliance issue and determine when the action(s)must be completed.
The action(s)and time line for completion will be documented in writing and agreed to by both parties. If extenuating
circumstances arise that re quirts an extension to the time line, the Contractor must email a request to the Deputy
Director of DENS and receive approval for a new due date. The State will oversee the completion/implementation of
the action(s) to ensure time lines are met and the issue(s) is resolved. If the Contractor demonstrates inaction or
disregard for the agreed upon compliance resolution plan,the State may exercise its rights under the provisions of this
contract.
Page 4 of 4
Exhibit B—Statement of Work
EXHIBIT C
BUDGET
To Intergovemment Agreement Contract Routing Number 17 FEFA 91092
These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above.
In consideration of those services satisfactorily and timely performed by the Contractor under this Contract,the State shall
cause to be paid to the Contractor a sum not to exceed T wenty Thousand Dollars ($20,000.00) in four equal amounts as
follows.
$5,000.00 on September 30;
$5,000.00 on December 30;
$5,000.00 on March 31,2017;and
$5,000.00 on lune 30,2017
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Page I of I
Exhibit C—Budget