HomeMy WebLinkAboutbocc.res.026.2017 r
Updated Signature Authority Letter Attached
� � ��G/•
1
CONTRACT ��,`,k6,f)
RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO,
AUTHORIZING AN INTERGOVERNMENTAL
AGREEMENT WITH THE STATE OF COLORADO,
DEPARTMENT OF PUBLIC HEALTH AND
ENVIRONMENT FOR THE MASTER, C'ON"TRACT
RESOLUTION NO. 4 /� , 2017
RECITALS:
1. Pursuant to Section 2.8.ti (Actions) of the Pitkin County IIome Rule Charter
(("IIRC") official action by formal resolution shall be required for all actions of the
Board not requiring ordinance power on matters of significant importance affecting
citizens.
2. The Intent of the Master Contract is to set forth the general contract terms and
conditions between the State of Colorado Department of Public Health and
Environment and Pitkin County to define how the parties will contract with each
other in the future using the Task Order Contract process as defined by the Master
Contract.
3. The BOCC finds that it is in the best interests of the citizens of Pitkin County to
approve this Resolution.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Pitkin County, Colorado that:
1. It hereby adopts an Intergovernmental Agreement with the State of Colorado,
Department of Public Health and Environment for the Master Contract and
authorizes the Chair to sign the Resolution and upon the satisfaction of the County
Attorney as to form, execute any other associated documents necessary to complete
this matter,
2. It hereby approves the option of future task orders (under this master contract) to
be executed by the Director of Public Health upon approval by the County Manager,
1
INTRODUCED AND FIRST READ ON THE 12th DAY OF APRIL, 2017 AND SET
FOR SECOND READING AND PUBLIC HEARING ON THE 26th DAY OF APRIL
2017..
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
RESO UTION PUBLISHED IN TILE ASPEN TIMES WEEKLY ON THE /3L DAY
OF r , 2017.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION
POSTED ON THE OFFICIAL P, TKIN COUNTY WEBSITE (www.pitkincounty,com
ON THE / ; ` DAY OF p y , f 2017.
ADOPTED TER FINAL READING AND PUBLIC HEARING ON THE
DAY OF I 2017.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE
ASPEN TIMES WEEKLY ON THE 1i '' DAY OF yil , 2017.
POSTED BY TITLE AND SHORT SUMMARY O THE OFFICI PITKIN COUNTY
WEBSITE (www.pitkincounty.com ) ON THE, U DAY OF r r 2017.
ATT T: BOARD OF COUNTY COMMISSIONERS
By J By:
Jeanet • Jones George Newman, Chair
Deput_ County Clerk
Date: 4Y- 99-
APPROVED AS TO FORM: MANAGER APPROVAL
John Ely;-C'ounty Att y `.fin I P . County Manager
2
•
APPROVED BY CONTRACT# 9 -9.df
RESOLUTION
# AM/ _9,0/7 DEPARTMENT OF PUBLIC HEALTH AND
U ENVIR0NM ENT
G MS ROUTING NO. 18 FIILA 104042
APPROVED TASK ORDER CONTRACT — WAIVER #I54
This trait order contract is issued pursuant to master contract made oa lt/23/2016,with routing number IS FAA 0041.
STATE: CONTRACTOR:
State of Colorado for the use&benefit of the Board of County Coiilmissioners of Pitkin County
Department of Public Health and Environment for the use and benefit of the
Division of Prevention Services Pitkin County Public Health Agency
WIC Program 530 East Main Street,Ind Floor
4300 Cherry Creek Drive South Aspen,Colorado 81611-1948
Denver,Colorado 80246
CONTRACTOR DUNS: 0852778844
CONTRACTOR ENTITY TYPE:
CONTRACT MADE DATE:.8/4l2OI7 Political Subdivision
CORE ENCUMBRA\C6 NLIMHER: nil_LING ST.4TE?4tELlSRECEIVED.
20I 800001703 Monthly
TERM!
STATUTORY At3THORITY:NOt Applicably
Mist:mu-act shall be effective upoi;909val by
the State Controller,or.designeee,orotl 161.0 2017, CLASSIFICATION: Subrecipient
whichever is later-.The coniraetshall end on 09/30'2018.
CONTRACT PRICt NOT TO EXCEED:S19,673.00
PROCUREMENT METHOD!
FEJ€$,ALFUNIJONODOt.tAns: S19,673.00
awl* STATER 41)NO DOLLARS, $0.00
Btvit.fartsrPloCEA-GREf.'12ESFFh'ti!1rB OTHER FUNDING COLLAR_S: W0.00
Not Applicably
Sprcify••-Othc�:
NtAXEMINAMOUNTTAYARARi.EPERFISCALYEAR:
ILAw APKWIED VENDOR STATt7T E: FYIS: S14,755_00
Not Applicable FY 19: 84,918.00
STATE RFPRESEtiTA'nVE
Kathryn Gasovvski
Department of Public Health and Environanerit
Division of Prevention Services PRICE snox-rt..7..E Cost Rent
WIC Program
CONIRAC.COR REPRESENTAVVE:
4300 Cherry Creek Drive South Keen Koenetnann
Deaver,Colorado 8O246 Pitkin County Public Health Agency
530 East Matt Street:.3"boor
As n,Colorado 81611.
racier vgliOltlP'tiS N
Coodact end-edspnsietPir s diapai t of the Rectal S.eppl mental Nutrition Program far%Yount.,Infomrts,sitd drew.hsteina$er refcrrcd to ss the,"WIC Children.
l .wtihrut sn;alrpeovEd navies eras.. Service*deludes,but arc oat fitmfed.to,notcitien sdnc*$o and the pror isioas of
c.t train Ootkitioa foods prat;lsctetitig end po it*"Otaiilau,infants.tad children wader live(5)ysera of age.wboae income Ells below
sPeciftod tev*aiid bav±e aru ideatl blaia�rlitiiiieu *or.,as drertibed in 7 CRRS,Piics 24,lad'be gist+ei V1 t'mgram Maaioul.
Pale 1 of 6 Contract Template Task Order LPHA vet
Additional Provisiont-licldbit A,and its attachments ifinchided,to this Task Order.Contraer,5) the
Scope/Statement of Worketilithit tt,and its attachments if included,to this Task Order Contract;6)other
exhibits/attachments-to thii Task order Contract in their order of appearance.
4. The Contractor,in accordance with the terms and conditions of the Master Contract and ibis Task Order
Contract,shaliperterm and*Complete;in a timely and satisfactory manner,all work itemsdescrihed an the
Statement of Work and Budget,which are incorporated herein by fliiS reference,made a part hereof and
attached hereto asExhibit r and"Exhibit C .
S. The State,..With the concurrence of the Contractor,may,among other things,prospectively renew or extend the
term of this Task Order Contact;subject to the limitations set forth in the Master Contract,increase or
decrease the amount payable under this Task Order Contract,or adtto,delete from,.andior Modify this Task
Order Contract's Statement of Work through a contract amendment To be effective,the amendment must be
signed by the State and the Contractor,and be approved by the State Controller or unauthorized delegate
thereof.This contract is subject to such modifications as el**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 Task Order Contract on theeffective date of such change as if filly set forth herein.
6. The conditions,provisions,and terms of any RFP attached hereto,if applicable,establish themininnim
standards of perfonimince that the Contractor mUst meet under this Ta0t.Order Contract If the Contactor's.
Proposal,if attach.cd hereto,Or any attachments.or e... .Atbits.thcreto,or the.Seope/SesteMent of Weak-Exhibit
B,establishes or creates standards of performance greater than those set forth in the RFP,then the Contractor
shall also met those siandarcii aperfortuanoe under this Task Order cOntract.
•
7. STATE WIDE CONTRACT MANAGEMENT SYSTEM ,hail apply when the Effective Date
is on or after July 1. 2009 and the maxiiricon crnoufltpavable to ConOictor hereunder La$100,000 or higher]
Ey entering into this Task Order Contract,Contractor agrees to be governed,end to.abide,by the provisions.of
CRS 047102-205,§24-102-206,§24-10 -601,04-1 0.5-1 61 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 tweeter.dente with the terms and conditions of this Task Order
Contract,.State law,inchiding CRS 024, 01.5.10,and Stare Fiscal Rules,Policies and Guidance-Evaluation
afCantitteterfa.perfontaittesisiti be pin of the annual contract arinakdatrationptnr-eas and Contractors
performance will be sysieMatically recorded in the afat*Witio.COPird., System.Areas of review
Shall include,but shall riot be limited to quality,cost and timelluesS.Collection of information relevant to the
performance of Contractors obligations Under this 040101:mtra0 4%4 be det*nblOd by the specific•
requirements of such obligations and shall include factors tailored to mate 1 the renuiremota of the Statement
otProjeor of thil Task.Order 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 within30,days of the end of the Teak.Order Contract tetnt Contractor shall be noticed
following Oath performance and shall address or correct any identified problenfin a timely manner and
maintain wtnit Votress..
Should the final performance evaluation determine that Contractor demonstrated a gross failure to meet the
perfonninta mittanrearestablished under the Statement of Project,the Executive Director of the Colorado
Departinoiii cirSiSingnel and Administration(ExtetitiVe Director),upon request by the Colorado Department
of Public Meath 2iiiI.PiMronment and showing of good cause,may debar Contractor and
Page 3 ore
Contract Template Task Order LPFIA ver 14.g 17
SIGNATURE PAGE
Contract Routing Number:iS FHIA 104042
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and wanantsthat he or she is duly authorized to execute this Contract and to bind the party authorizing his or her
signature.
CONTRACTOR STATE OF COLORADO
Board of County Commissioners of Pitictn County John W.Hickenlooper,Governor
(a political subdivision of the state of Colorado)
for the use and benefit of the Colorado Department of Public Health and
Pitkin County Public Health Agency Environment
Larry Wolk,MD,MSPH,Executive Director and
i\( r e a , Chief Medical Officer
Print Name of Authorized Individual
Q
F k.z 1-(e" 114, DILL-CA' By: niCf>3,U1-
?I:at
Print Title of Authorized Individual Lisa McGov
em
hog...-----' Purchasing and Contracting Section Director,CDPHE
Signature of Authorized Individual
Date Date
PROGRAM APPROVAL
Colorado Department of Public Health and Environment
Kathryn Gasnwski
Fiscal Unit Supervisor— utrition Services
By: //, ,A.4e
ignature Authoorized CDPHE Program Approver
g.,aq/
Date
In accordance with§24-30-202 C.R.S.,this Contract is not valid until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
obe>~t*faro , PA,MBA,JD
By,
Name of Agency Delegate Denise Burrows
Effective Date. / /5/`
Page 5 of'G Co ct Template Task Order LPHA ver 14.8.17
•
EXHIBIT A
ADDITIONAL PROVISIONS
To Task Order Dated 08/04/2017 a CMS Task Order Contract Routing Number 18 FHLA 104042
•
These provisions are to be read and interpreted in conjunction with the provisions of the Contract specified above.
I. This Contract contains federal funds(see Catalog of Federal Domestic Assistance(CFDA)number 10.557).
2. The United States Department of Agriculture("USDA'',through the Food and Nutrition Services("FNS")
has awarded as of 10/01/2017 anticipated federal funds of$23,000,000.00 under Notice'of Cooperative
Agreement Award,hereinafter"NCAA-,number 3C0700701,to perform the following-to operate the
Special Supplemental Nutrition Program for Women,Infants,and Children,officially known as the"WIC
Program".
If the underlying Notice of Cooperative Agreement Award"NCAA"authorizes the State to pay all
allowable and allocable expenses of a Contractor as of the Effective Date of-that NCAA,then the State
shall reimburse the Contractor for any allowable and allocable expenses of the Contractor that have been
incurred by the Contractor since the proposed Effective Date of this Contract If the underlying NCAA does
not authorize the State to'pay all'allowable and.allocable expenses of a Contractor as of the Effective Date
of thatNCAA,then the State shall Onlyreimburse the.Contractor.for those allowable and allocable
expenses.of the Contractor that are ineurred.by the Caittractor on or after the Effective Date of this
Contract,with such Effective Date being the later of the date specified in this Contractor the date the
Contract is signed by the State Controller Or delegee.
3. To receive compensation and r the.Contract,the Contractor shall submit a signed Monthly CDPHE
Reimbursement ttivoice Forms..This form.is.accessible..from the CDPHE internet website
htips:li%5:air.Colorado.gov/pacifietedphe itindardited-invoice4Or c and»link:i and is incorporated and made
part of this.Contr!actby reference.CDPITh Will provide technical assistance in accessing and completing
the fern The CDPHE Reimbursement Invoice Form and Expenditure Details 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 this Statement of Work and Budget.The Contractor shall submit
the invoice using one of the following three methods
Mail to:
Cyril Padilla,WIC Fiscal Administrator
Prevention Services Division WIC Program
Colorado Department of Public Nei&and Environment
PSI]-M-WIC
4300 Cherry Creek Drive South
.Denver,Colorado 80246
Scan the completed and signed CDPHE Reimbursement Invoice Form into an electronic document.Email
the scanned invoice with the Excel workbook containing the Expetldinire Details page to: Cyril Padilla,
WIC Fiscal Adthinistrator,eyril.padillagstate.co.us
tate.co.us
Fax the completed and signed COME Reimbursement Invoice Form and Expenditure Details page to:
Attention:Cyril Parma,WIC Fiscatl;4di mist ntor,303 56.9926.
Final billings onderthe Donpract.must be received by the State within a seasonable time after the expiration
or termination of the Connect;-but in any evctit nq later than forty-five{45)calendar days from the
effective expiration tenttins4ien.iiate gibe Contras
Unless otherwise provided form the Contract,'"Local Match",if any,shall be included on all invoices as
required by funding source.
Page 1 of 4
Contract Fxhkit-A Adcieioaal ovisions 17.53
EXHIBIT A
all applicable tequireinents.imposed by the USDA,including but not limited to 7 C.F.R.,Part 246,as
amended,all applicable Office of Management and Budget(OMB)circulars;and the State's WIC policies,
as amended.
12. Continued State financial reimbursement under this Task Order Contract is contingent.upon the continued
operation.of the WIC program as described in this Task Order Contract,and the•Contractor's timely
submission of all the reports,data,or other documentation required under this Task Order Contract.
13. Nondiscriinminatlonr The Recipient will comply with following the nondiscrimination statutes and
regulations,other related reguations and any USDA nondiscrimination directives:
a. Title VI of the Civil Rights Act of 1964(42 U.S.C.2000d-et seq.)and USDA regulations at?CFR
Part 15,rilondiscrir-einancn,an Department of Justice regulations at 28 CFR Part 42,
Nondiscrimination;Equal Employment Opportunity:Policies And Procedures;
b. Title IX of the Education Amendments.of 1972(20.U.S.C. 1681 et seq)and USDA regulations et 7
CFR Partl5a,Education Programs or Activities Receiving or Benefiting froth Federal Financial
Assistance;
c. Section 594,ofthe Rehabilitation Act of 1973(29 G.S.C,1681 et seq.)and USDA regiilatiorxs at 7 CFR
Part.15a,Education Programs or Activities Receiving orBenefiting:or Benefiting from federal
Financial Assistance;and Department of Justice regulations at 28 CFR Part 41,Implementation of
Executive.Order 1225o,Nondiscrimination On the Basis of fiirndicap la federally Assisted Programs;
and
d. Age Discrimination Act of 1975(42 U.S.C.6101 et seq.)The Grantee assures that it will immediately
take any measures necessary to effectuate the requirements in these laws,regulations and directives.
The Grantee gives this assurance in consideration of and for the purpose of obtaining the funds
.provided under this agreement€.
e. The Americans.with Disabilities Act of 1990(ADA)prohibits diseriminatlon op the basis of disability
itt employment(Title I),statetand local government services(Title II),places of public accommodation
and commercial facilities.(`Tide Ill).(42 U.5.C. 12141-12213).
The following isoudiscrirnuiatidri statement shall be included,lit full,on all materials that are
produced by the grant recipient.for publie bran:nation,public education,or public distribution.
accordance with Federal civil rights law and U S.Department of Agriculture(USDA) civil rights
regulations and policies,the USDA,its Agencies,,offces,.and employees;and institutions paiticipating
in or adminiatering-USDA ovals are prohibited from discriminating based on race, color,national
origin,.sex,disability,age,or reprisal or retaliation for prior civil rights activity in any program or
activity conducted or funded by USDA.
Persons with disabilities who require alternative means of cotrirnunivation.for program information
(e.g.Braille,large print,audiotepe,American Sign Language,etc.),should contact the Agency(State
or local)where they,applied for benefits. Individuals who ate deaf,bard of hearing or have speech
• disabilities may contact USDA thinigh the Federal Relay Service at(8001.8774319. Additionally,
program information Maybe made avaiab1e in languages other than English.
To file a program,complaint of dlso it nation,complete the USDA Program Diserimiitation
Complaint corm,(4D-3027)fob Millie at hapriv.assmusda.govieothpleintt'iling cult latent,
and`at any USDA office,or.trite a letter addressed to USDA and provident.ttte.lettei'.ell of time
Mkolation requested is the tom.To request a copy of the.complaint form,call(866)632 999!.
Submit your't onrpletej form or.fetter to USDA by:
(1)mail:U.S.Department of Agriculture 'Office of theAssistatit Secretary for Civil Rights 1400
Independence Averme,.SW Wishing*,D.C.2025O-9416;
Page 3 of 4.
Contact Exhibit A_Ad tionalProvisiotts j75_3
tXtBErt B
STATEMENT OF WORK
1 .To Task Order Dated 8/44017-CMS Task Order Contract Routing Number 18 FHLA 104042
• .. .
These providotte are to be read find liteitriefect in.eatijanetion with the provisions of the contract specified above.
L Entity Natal:Pitkin County Public Health Agency
Thin.:October I,2011-September 30,201S
• •
11. Project Deiteriptiont
•The WIC Program is a federally funded program established through United.States Department of Agriculture
(USDA)Food and Nutrition Services(FNS)to supply specified mittitiotts foods and nutrition education to low
income pregnant,lactating and postpartum women and children under five(S)years of age.
III. Work Plan:
Goal#1: The Women,Infants and Children(WIC)Program will invrovotheriniiiiiontd.Status of low income women and
children in Colorado,
PPjecgiye.#12..The Contractor shall implement atel operalc the LISDA. .Food and Niihitiob SerVieet.(FNS)Women,infant
. ... :.
anti.dhildieir pregtain, •• ...... .
. •
.. .. : ••,• -• •.. :• ••
• The Coldratioralinll provide nutrition education iiiitiefehili to all enrolled WIC participants
. . .
.• Activity 0
• .
•
. .. . . .. . . . _ . .
..- - :- ... : . '• I: The Contractor shall conduct and document n*64 education services in the WIC
. computer sYstem...,e.ertifilirig 044000 Yfr the WIC program and refigliriS
. .
•• . participants identified as having a high nutritional/medical risk factor toritigh risk
, . thitritiaik counseling as Ocessa*- .
2. The Contractor shall create,hills**,and evaluate an annual Local Agency
. . .
.• . :
Nittitititi Education Plan. . '.
.. . .
004044Y 3. The contractor shall monitor pen*fiarkkjiwt caseload reports and develop
outreAelt.atrategies to increase ptograsn participation.
. • 4. The.Oontractoi•shall create and maintain a current list of services and organizations
. .
.• . . - .
•• • • • for WOW purposes•
• • •
• .. •
. . .
• .•. . •
. . 5. the OntittnetOr shall contadt the WIC State Program staff at the Colorado Department
. •. .. . .
. .
• • of Public Health and Etnrirointient(COPHE)with questions regarding regulation
. . .. , .
•• .. . • . . • .. irikipOtation,
. . . . .. _. .
•• .-.•:. . r••. . • - .... .. ..••. .
. • . • •••• •• - • • ••• •• - • • •- •• •• •
• • - _L.• i.:- . • .
.. r A*Vity 04 . The Contractor shall provide breastfeedittg.suPPOrt In pregnant and poitpartum women.
•• •
• . . . •.:. . .
• 1 1. The Contractor shall endorse Eireastreoclitig as the preferred and tonna!method of
•
'I infant tbediag•articnot WIC progtarnpa0eipants.
. I 2. The Contractor shall provide aPp0040§..b.edasitending education to all pregnant
. . .
•• •• pattlapants and throtthOtit difrpat******4
: . .
• •
. . . . • . . .
. ...._, • . ........
-• Sub4;0410 • .: • • 3. The Contractor shall establish ilinikiikedurel to ingotporatepositive peer httluence
prenatally and during the psg!POithiiiitcd(ttolgd.004e Otttletliboaidsf classes.i
. . .
. ., support groups,'and/or pecireottitschir&aid)*encourage and support brenkfecding
- • •• I i '1:13kl'ilgst participants, .
. •,
, • . 1 4. The.Cottitactor shall ensure and document*hi*the Cornpa. system that all staff
•
•• •
. .
• i coo**the*Tfeecling trebling mOduk
•
•
•_ • .. .1 5. The Contractor Arid collabaratewith OW Ortiltrattts4grotiPs within its cemniunity
• . .
• . . . . . . -. .
" •
rage 1 of 6
Cbiltri Statemeat of Work-Ethibit13
Samar),2015
EXHIBIT B
- 7, The Contractor"shall be espansible for the Security of all WIC.egtiipment in its
control or possession and shall immediately report any loss or damage to that
• equipment which.is caused.by the neglig e,abuse,or misuse of the equipment by
• the.Cotitracior.
8. The.Contractor shall maintain a computer equipment inventory.for WIC Staff
9. The Contractor shall respond to WIC State Program at CDPHE,'USDA and auditor
requests.
10. The Contractor shall submit:an annual salary survey for WIC personnel expenses —
salary and benefts.for use tvith the annual WIC funding formula.
. I. Iihe Coritreetor shalt administer the prograin to qualified peiticipants"according
to specifications outlined in the fcdeial regulations 7 C.P.R:Part 246,available at
httiiii/vism.fni:usda.gov/WietwicAattii-and-regulations and through the Colorado WIC
program manual located at ltitps:itwwvv.calorado.gov/cdphe wic-tttanuals-and-guides
and any State WTC Program policy letters.
T. Me Conk a..or shall ensure that all par€ieipsms to the program meet the following
• . I eligibility reguixetnearsi
a. Are pregnant;lactating andiot mat p tarum women OR are children under the age
of ,who fa}I below the th ted:Staies Department of Health and Human Services
{IJ.SRHHS)inctmie pavetty.gu.deliites,.€ound at
httptllwww fns.usda goo/iVieiniic=lalwand g lations AND
h. Who have'an Identifiable nutrition risk motor as described in the applicable
regulationsand the State:WIG Program Manual..
• 3. The content of•electrnnie documents Witted on CO P HE and non-CDPHE.web sites
• and information contained on Ct7PI3Er add nun-CDPHE webaites may.be updated
.periodically' ig:the contract term. 'I"he Contractor shall monitor documents and
•
. .wcbslte content for updates and comply with all updates.
4. The.Contractor shall provide an environment.for the participant/WWIC staff visit that
• is)welcoming,breasffeediiig friendly,and contxoeutial,
S. The Contactor shall:acr immodate cultural and language"divereitY.ef participants
through the use of Iratislatio services*needed_
Stair lords and 6. TSe Nutritioit-Edut atiou Plan Shall be attlniiitted annually to the Nutrition Coordinator
uir..._._s at the State WtCProgram at CDFHE and shall iticlnde the following:.
.. . .: a. Objectives
b. Activities
c. •Metlihds of evaluation
7. T'he Contractor shall adhere to t following regarding staff:
a. StidtiOgihatibirstith0ioot to se vibe participant:caseload and meet operating
. . standar*as described in the WZC ProgratitlManual,
b. Any newly hired staff Shall complete tie'WIC 4emtkation Program as described
in the WIC tioltfaut Mtaivatl;.i eluding new employee training
c. Staff shall attend regulatoty.schiedujed warktlsgps or,State sponsored meetings on
adnisitristrative policies,procedures and nutrition.
d. Staff shall exlabit a positive.attitude toward breastfeed ng.
e. Staff shall consisteitn y.meeet pert'ortitance azpe etat[oiia.
f. Qualifications of:personnel assigned by the Contractor taperfatin the services
outfitted Within,thie contract shall he available for review and approval by the.
. i State WIC Prograin st.CliPlig.
8. IT support shall include:
1 • a. Ordering.egui nt,as•dire€ted.by fate State WIC l gram et CDPHE
b. Setting►ip.etp,.spnicrtt.and do leaq .the Cam:syrstem.:
c. Se;usig up ttiitlti-fitriet Pruners.Card readem and PII�pad devices for 3T,and
sill . . . .pt with do tui.'fmzn.the State'wIC prograttt.
d. Ea'stsr g.that no system changes it
t upgradt s at�t: to tco VfIIC computers
is shout fist s•ersfving that the p
ipgc"ades are•cotttpatible With the Wi'..Compass
Pagel of6
°Satinet*gr w of W t --Erbil B
.Jadaaty7 l5
EXHIBIT B
The State WIC Program at CDPHE will review monthly caseload reports and the annual
•
Meaeituettient afhpeccfed Nutrition Education Plan evaluation to determine program scope and effectiveness.
Results
•
: o a- C tnpletl n Date
Deliverables ' I. The Contractor shall submit an annual'Nutrition F lucation Due by September 1
Plan,
2. The Contractor Shall submit an evaluation of the previous ' Due by October 30
+yea s N'.r,riti+on Education Plan.
s
3. The Contractor shall submit an annual budget. Due by November 1
4. The Contractor shall submit monthly or queerly time Monthly time
studies. studies duewithin
30 days following
end of month.
Quarterly time
studies due within
3o:days following
the end of the
quarter.
d. The Contractor shall submit Security Access Forms for all Due when
employees- requesting access
for a new employee
or when requesting
a change in access
'the Compass
Computer System.
b. The Contractor shall submit Security Access Audit Forms for I Due January 31" •
all WILE employees. i and July 3I".
7, The Contractor shall submit an annual salary survey. I Due by January 15
$. The Contractor shall provide computer equipment inventory 1 Upon Request
IV. Monitoring.
CDPHE's monitoring of this contract for compliance with performance requirements will be conducted throughout
the contract period by tree Fiscal Officer: Methods used will include a review of documentation determined by
CDPHE to be reflectwe of performance to incIude:the Breasstfeeding Peer Counseling Monitoring form and other
fiscal and programmatic documentation as applicable. The Contractor's perfomtance 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 05)cater days of discovery of a compliance issue.
Within thirty{30) endarc Oars of discovery,the Cup:tractor and the*late will collaborate,when appropriate,to
determine the i s n sa ,tiCttOrr(} C+Cessary t0 reci�+ t�1t, �onnttpIiianeC issue and detoMint Wiken the atjtioit(s).train be
completed. The actian(s) and tittle line for completion will be docranented in writing and agreed to by- both
parties. If extenuating circumstances arise that requires an extension to the rims line,the Coutinctor must email a
Pa*e5 af6
Conneet•Staaernr,a of Work—Ezai3it b
homily Xi5
EXHIBIT C
BUDGET
To Task Order Dated 08/4/2017—CMS'Cask Order Contract Routing_Number 18 EHLA 104042
Task Order-FFY 2016 Bugci kOctobe i,2017—September 30,201a) Si9,6710
TOTAL CONTRACT 519,673.00
COLORADOCON
17
C
s Department of Public
Health b Environment
Dedicated to protecting and improving the health and envirortinent of thepeapte of Colorado
September 29, 2017
Karen Koenemann
Public Health Director
Pitkin County Public Health Agency
0405 Castle Creek Road, Suite202
Aspen,Colorado 81611
Hi Karen,
Enclosed Is your copy of the fully executed Colorado Department of Public Health and Environment
Contract listed below. You may begin work on October 5, 2017_
Contractor Name; Pitkin County Public Health Agency
contract Number U.!MLA 1°04042.
Original Contract Humber:N/A
Division: Prevention Services Division I PSD
ProgramName Women, Infants and Children f WIC Program
Project Sate;FFY2018 WIC services
Reason for Cdtitract:Heir Contract
Please contact qie with questions or concerns. My contact information is listed below.
Sincerely,
Cyril Padilla
WIC Fiscal Administrator
Nutritfott Services Branch-'WIC Program
P 303.6922461 I E 3i33.156.9926
4300 Cherry Ci eeic Drive South, Denver, CO 80246
cyril.padillafistate.co.us E www.coloradowic.com
4300 cherry Creek Drive S.,Dever,CO 81:216-1X o P 313 -2000 ► row.cpioraiav goer►aljhe =-_
John W. ,GG°vernor ! irony Wolk,MD,I ill moire uitectaryand chief Officer•
'�17
LI 1,Vf
,ONTRACT 1.3}.:l':‘tt f tC l"P.t1' P1 KI.It.. t rl:.`I..11', '1.L1]
(:!liti ttr SC NC;NE's. l E:.t ri.'a 406-11
IP,:TERGOV1 RN MENTf1L Mf.ASTFR CONTRACT
STATE- CONTRACTOR
&ar::of Colorado forth,:use&benefit t'4fthe Board a('mails,conittibsiondw.of Pit in Cowry
17eparrrrk r of Pathllc Health and FM irttnxtn::st la pet ical suhd.ither;'oci of the Srare.of Colorado)
4300 Cherry CrockDrveSouth tl.c the and benefit of the
INNTS.rr,C:LO 81/24t Pain County Pnh11v:'1-1e2illll:Agency
+i0 F. llaii l Street,3rd Floor,Aspen.CO fi I 61.1-I 9-111
eE"Ft Rj f S5 1'S.
:.1X1 MAC;Etl: E-31I11' r►`Pr.
1':1ti1S+.'ei'! aCE11E i Atis 1l.23'20I6 Polio:al Sul-division
iFR\! :4 T 1:ORY Af_'TE1r)RtS!'
This Contract shall be efa ii v-e upon approval by
the State Controller,or designee,of on 07,O1,201?. s'L.A,clr€:_.A rliss :'-servo aCis
aAfilchcvcr is Inter.The Contract shall end on 06..30:2022.
7.E.:RE'i cost-MAs'llf 1t('[iiiTR A('T
TR X1REZtINT)EE:fll�ft]'
Exempt.
rS1:1141•T LUST PRK.T:At iR10.1L:ti7&E7.t13r:R
n'a
l.Aat\Tfr IFSFF)VI MX k STATUTE
E
STATE REPRESENTATIVE.
I.isa McGovern
4300 Cherry Creek Drive South
Denver.CO 302.1fs
coN-1t.AE'TCt IWK/SL-cTATIVE:
Karen Koc teitzanit
0405 Castle Creek Rd, Suite 202
Aspen.CO 8.1611
PRESWEC{'DFSCRTPTIo
The intent of Chu hfastcr C.'ontract:s to sr!forth the general contract terms and conditions between the parties and Co d.iinc how the parties will
contract with each other in the future using the Task Order Contract process as defined in the Master Cmuract
Masted'onnaet Prtlon.clOcx Page 1 of 18
Z he folfLY. urk exhibits are hereby ineorporatcd.
Exhibit One- Additional Piro visions (and any of its Attachr))cnts}
Fxhihti Two Tas< Order Con'racr Template(arid it.s Exhibit A and Fxhitiii i3l
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 responsibiliiie4 by
cooperating and contracting with each other to the tisllest extent possible to provide any function,
service,or facility lawfully authorized to each of the cooperating or contracting entities.
In no event shall this Contract be deemed valid until it shall have been approved by the State
Controller or his/her designee.
PROCURF1rF NI
All State of C'olorado contracts with its politica! subdivisions and other governmental entities
arc exempt from the State of Colorado's personnel rules and procurement code.
J'iu€ PRIIV1S1ONS•
Payments pursuant to this Contract shall be made as earned, in whole or in part. from available
funds, encumbered for the purchase of the described services and.tor deliverables. The liability
of the State at any time for such payments shall be limited to the encumbered amount
remaining of such funds.
Authority exists in the laws and funds have been budgeted, appropriated and otherwise made
available, and a sufficient unencumbered balance thereof remains available for payment.
Financial obligations of the State of Colorado payable after the current fiscal year are
contingent upon funds for that purpose being appropriated. budgeted and otherwise made
available.
STATE-.SWN LS c)l''WOR.k.
Statements of Work and Budgets arc to be included in Task Order Contracts,
mister( Page 2 of 1 R
GENERAL PROVISIONS
The following clauses apply Co this Contract. In some instances,tank:genctal clauses have beetb expanded upon in
tailor sections'exhibits ale this Contract. To the extent that other provisions of the Contract pri.n.ide inoi:
specificity.than thecae general clauses. Ilse n'.ore specific provision shall control.
[. fJoviruanec it il IannaraeDy.Notwithstanding any other provision to the contrary.no terra or co ati to of this
Contract shall he consulted or interpreted as a waiver,express or implied.of any of the immunities.rights..
benefits,prorce iart a]r Niter provisions of the C oalorado Governmental Immunity ct:Section 24-Ui-101
et.sc i.,CRS.as now or herct(cr.amended. The panes understand and agile that lrahilitr•far claims lac injuries
to persons or property arising out of negriEacrke.of he State of CO )rado,era departments,rr:•ainrhons,agencies.
beards.officials and employees is controlled and limited by the provisions of Section 24-40-10f else..CRS
and the risk management statutes,r4c.:tir2n 24-30-1501,et.se 1.CRS as non or I reaf er mewled
_'. ,.Bodo lbie Funds Ci.uitinge ni v
a Mailable Fundy The State is prohibited by law from making commitments beyond the term cif the
Slate's current fiscal year:therefri.re,Contractor's compensation beyond the Siate.'s current F Ise a'. 'Yeas
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 frown available funds
encumbered for this Contract and the State's liability for such payments shall be limited to the
available amount rental inim.'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 Contineencv.Payment pursuant to this Contract.if in federal funds.whether in whole or
in part.is subiecr 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 atnetid it accordingly without liability
including liability for termination costs.
3. Billiuu,P 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 sands or
services provided hereunder.
4. Exhibits-Interpretation.Unless otherwise stated,all referenced exhibits and all Task Order Agreements
entered into pursuant to the Contract,arc incorporated herein and made a part of this Contract.Unless otherwise
stated.the terra of this Contract shall cuntrul over any conflicting terms in any of its exhibits.En 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 die following order of priority: I)the
Special Provisions of this Contract;2)the Additional Provisions Exhibit One and its attachments,tf included;
31 the Contract(other than the.Special Provisions);4)the Task Order Contract and its Exhibit A and Exhibit H
and its attachments,if included;5)other exhibits/attaclunents in their order of appearance.
S. Notice and Representatives. 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.
6. Contractor Representations-OualificationslLicensca'Approv'als lnsurancc.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 attd,'ur 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,etcc_required for the Contractor to properly perform this Contract,shall he
grounds for termination of this Contract by the State.
MasterConu act Pakin.d'xs Page 3 of l h
Cocar;tctr,n ccr-tifses chat it is, calif ed ti3 perf01711 Suh:h ices or provide such cis:rumbles as dehiteat d rita this
Contract.
teal Authority. The Comrracnx►,rarrant*that It possesses the legal authority ro enter uuo this Contract and that
it hos taken all actions rciui rod by its procedure.by-laws.aid•or appl ic-ahl t law b exercise that authority.and
to lav,fatly authorize its undersigned sigatatoty°to execute this Contract and bind the Contractor to its terms. The
l ersort4 s)executing rbi~,Contract on Ihcl*.allo(the:Contractor warrant{ant:a)that sue h porsonils#have full
authorization so execute this Contract.
M. Insurance-•Cstittraetor.The C►tintraAoor is a"piah}ic.entity' within the meaning of the Colorado
Governmental Immunity Act(C.'[R1:4 i_section 24-lIl-l01,et.sseg„C.R S.as:amended Tbeic£orc.at all
nines dining the initial term of this C'n:nr-act..and any renewals or extensions hereof.the Contractor shall
maintain such liability insurance.by commercial policy or self-ist iurance.as is Db weary to nu ct its
liabi litics under she C Gl A. I rr a:pleated by the State,the Contractor shall provide the State with►cattten
proof of such insurance ck)R esagi.
9. lti�,lits_m Data..Documents and Computer Software or Other)ntelloctual Ptopertc.All intellectual property
including without limitation.datahascs.software_documents.research.programs and codes.as wen as all,
reports.studies,data.phonographs.negatives or other documents.drawings or materials prepared by the
Contractor in the performance of its obligations wider this Contract shall be the exclusive property of the
State Unless otherwise stated.all such material shall be dett cred to the State by the Contractor upon
completion,terrninatiern,or cancellation of this Contract.Contractor shall not use,willingly allow.or c<suse
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,identities the interfaces between code programmed in different progratnotimg
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 oldie code.
Files containing the source code shall be delivered and their significance to the program described in the
documentation. The documentation shall describe error massages 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 mill be sufficiently descriptive to enable maintenance and modification
of the software.The State's o' nership 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,arid 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 usc,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 ol'all such
copyrightable material.
10. Confidential or Proprietary Information. Subject to the Public(Open)Records Act.section 24-72-
101,eersc,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.
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
nut 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 rise 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
htasterContract Pitkin.d.s' Page 4 of 18
electronic.curif"identral infer/motion. Contractor shall promptly cie_ntte,..the.State rf(')I traetcrr breaches iLi
cezett5a ;ttCality of any informati rn eo cred by this Contract. Any.breach of cotnftdeii raIrta.by the
(..entr:rc hat..or third party avers oldie Contractor,shall a►rnstittrte guest c-Asyse:(Or the State to c.ancd this.
Contract_without liability to the Slate. _tiny Stare waiver of an alleged breach of corif dstoriaiity°b►•the
['emit actor,or third irartr:agents n(the Contractor,does nor et nsaitute a waiver of arty subsequent breach
by the Cetnrractiar,sir third poles agents oft in€crtttraetor.
The Contractor mugs identify to the State the information that it consittas conf-rdcnaal or pratpricaary.This is a
coiorrrttaing obligation.Confidenatial or proprietary information for tlx:purpose of this paragraph is ill fon-mu fiin
relating to.Contractor's research.dcvelctpittcni..trade secrets.business affairs.inan•tail operations and
management ent procedures and[,host:of tt customers.clients or affiliates.but diae not include inliantnatiort
lawfully obtained by third parties.in Srnnaaon which is in the public don tin.or information which is or comet
have been acquit ed:deve aped independently by.the State or a third party. Notwithstanding the foregoing.the
Slate shall not be in violation of its ol!elig;[lions under this section should it disclose confidential infortttati►tet if
;ugh disebna rt i.s.ire the sole opinion of the Suite's legal co its&required?ay applicable law anitcr toga]
prcxess(including.tart not limited to.disclosures required pursuant to the Colorado(Clpc:itf Public Record,Act.
antidotes 24-72-201.es..seq.CR.S.,as now or hereafter atuende di.The State shall endeavor to prtn.t le notice to
the Contractor.as promptly as practical*under the circumstance..s,of ail}demand,request,subpoena court
circler or other action requiring slid'disclosure,in order at afloucl Contractor the opportunity to take such lau fir[
action as it deems appropriate to oppose.present or limit the disclosure.solely at its own inkance and expense:
but nothing herein shall be construed to require.the Stare to refuse or delay compliance with any.such law,crdeir
or demand_
I f. Records Maintenance,Performance Monitoring&Audits..flte Contractor shall maintain a complete hie of
all records,documents,communications,and other materials that pertain to the operation of the
program'project or()redelivery of cervices under this Contract. Such files shall be sufficient in properly
reflect all direct and indirect costs of labor.materials.equipment.supplies and services.and Father costs of
whatever nature for which a contract payment was made.These records shall he maintained according to
generally accepted accounting.principles and shall he easily separable from other Contractor records_
The Contractor shall protect the caulidentiality 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 the('ontractorr about any individual constituent shall be disclosed in a torso
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 arty,that they are subject to these
confidentiality requirements. The Contractor shall provide its agents.i f any,with a copy of ►►':inert
explanation of these confidentiality requirements before access to confidential data Ls 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 fora period of six tfrl
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 he 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, fora period(Ask(6)years from the date of filial payment or submission of
the final federal expenditure report lender 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 andlor 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.
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
M atet['otitraet Pitkrn.docx Page 5 of l8
reasonable and relevant.Ali such monitoring stroll he performed era 3 manner that will not.unduly interfere
with contract wur6.
12. taxes. l'he State;as purchaser.is exempt from all federal TrkeLic taxes under Chaplet 32 orris:friteroal
Revenue.Code Nu.8q-730i23K)and frnacn all state and local government use taxes IC.L1..5..39-26-1 t-t(:i.y
and 20;.a.'att'a`.itcfkd] The C m:tractor is hereby notified that►Lftlr.Er materials are purchased for die bene11t
of the Slate.such excutptions apply except that in certain political subdivisions the vendor may 4e,rt ;trir'ed
to pay sales or use taxes even though the ultimate product of service is provided to the State.These+::ties or
use tapes will not he reimbursed by 11w State.
13 Conflict of Interest. i.}uring;the!creel of this Contract.the Contractor shalt nO engage 11T arts brininess or
personal activities or practices or maintain any relati►rnships which c1►mitet in any way with the Contractor
fully ptrftinnirtg his her obligations under this Contract.
Add1tic►iksl.Ly...the.Contractor acknowledges that.in go+ernntenial contracting.even the appearance or a
conflict of interest is Inartnful to the interests of the State. Thus_lire Cornracior i gees to reform from any •
practices,activities or relationships which could rcasonalt'_y he considered to be in conflict with 11w
Contractor's fully performing his lter obhgalions to the State nr.id r the terms of this Contract,without the
prior written approval of the Slat.,_
in the event ghat the.Contractor is uncertain whether the appearance of a conflict of interest attar reasonably
exist..the Contractor shall submit to the Stale a full disclosure statement setting forth the relcw•ant details for
the States eonsulerat.ion 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 terrttination of the Caturaci.
Further.the Contractor.and its subcontractors or subgratuccs,shall maintain a written code of siarklards
governing the performance of its employees engaged in the award and administration of contracts. No
employee,officer,or agent of the Contractor,subcontractor,or subgraaxttee shall participate in the selection.
or in the award or administration of a contract or subcontract supported by Federal fund.,if a conflict of
interest,real or apparent.would be involved.Such a conflict would arise when:
a The employee,officer or agent:
lt. Any member of the employee's immediate t:lmiiv
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.d. The Contractor's.subcofuractor's.or
suhgrantee's officers,employees,or agents vvill 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 preform 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-
pe.rformance,the State may(I]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 he 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(1)year from the dale,of
delivery or installation.Contractor shall,at its option,repair or replace any supplies that fail to satisfy this
warranty during the warranty period. Additionally.Contractor agrees to assign to the Slate all written
manufacturer warranties relating to the supplies and to deliver such written warranties to the State.
15. Adjustments itt 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
MasterC'ontract l'itkin,dacs Page 6 of 18
the prxc adij rt;O&pursuant to die State 01 C'aaton&a L-if-:al Rs:1e .Segued by the pi me_s.ani!
approved by the State Controller or del,innee Theo Contractor shall provide cos.!or pricing data four arty price
adjustment subject to the provisions of the Coat or Prieirez Data Section of tire.Colorado State Proeureuteut
LtrtEes_ Arty adjustment in conatra.�1 price pang:root to the application of clause:in disc Contract shall be made in
oaae or aawre of the fainting ways:
a. lie.•agreeinent on a fixed-price rfluhtxneoI..
By unit prices specified rn the C otttraat;
c. In such other mariner as the parties nary ntuttt rliy agree.,or
d. In the absence of agreeincnt between the parties,by:.s unilateral detcnuin:tticat by the procurement
officci of the costs attributable to the event or snitarioo cut ertxi by the clame.,plus appropriate profit
or fie.
lb. Co Intact Moabfication .This Contract is subject 1i1 Sktch modifications as may be required hi chang.:s in
Federal or State law,or their implementing regulations. Any such remitted modification shall automatically
be incorporated into and be part of this Corarraer on the.effective date of st eh change as if fully set forth
herein. If either the State or the Contractor desires to modify the lesrra.5 and crnrdrt.intts 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 rn accordance with all applicable laws and rules by all
necessary parties including the State Controller or delegate
17 L,ttigarioty._The Contractor shall within five t 5)cab:rider days after being served with a summons.
complaint,or other pleading which has been filed in any federal or state court or adinr..nistrative agency
notify the State that it is a party defendant in a case which involves cervices provided under this Contract.
The Contractor shall deliver copies of such documents)to the State's Executive Director.The term
"litigation" includes an assignment for the benefit of creditors.and filings in bankruptcy.reorganization
and tit foreclosure.
18. Notice of Breach and Dispute 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 .sltall notify the breaching party in writing of the alleged breach
within ten(10)business days of: I l the dale 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(l0)
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 pany'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 be 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 petrol-mance tendered by the
Contractor or the Contractor's sureties and acceptance is dependent upon completion of all applicable
inspection procedures.
I9. 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 perform 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:
MaslerC'otttract Pitkrn.dncx Page 7 of 18
a.. withhold paytittet.t to C'esntra:toe until du:necessary sere ices or c.Orrecttoas en perliirniance are
satisfactorily completed:and or
b. require the■erakir to take necessary actietn so ett save tat the future perfoi'ntarrA.e conforms to
Contract requirements;and or
c request the removal(rims work on the.t:iicaraet ofentp)oyees or agents ofContract a whom the
State justifies as being it-tikzis ek-nt.earck'o..insubordinate.. tenet Isle.or otherwise Lona,.reptathie,
or eataose continued employment on the Contract die Stare deems to be contrary to the public
inreNett tar rust in the best irterrsl of the Slate:and or
d. den}'payment for those services or obligations which have nut bo n performed and which due to
circumstances caused hy Contractor cannot he performed.or if performed would he of nes value to
rhr Stare;denial of the amount of payment must tic reasoriah•Ly'dated to the value of wort& or
per frminanre lost to the Slate.: erne#.tar
e. sstspend Contractor's perfomrance peitehng neees!ars-corrective action as specified by the State
without Contractor's entitlement to adjustment in price cost or schedule:and:Or
modify or recover payments(from payments under lists 'mania or other contracts between the
State and the vendor as a debt date to the Stated to correct an error due to omission.error,fraud
aitd.'or defalcator':and or
g. terminate the Contract
These remedies in no way limit the remedies available to the Staid in the termination provisions of this
Contract.or remedies otherwise available at law
'It'. Termination,
a. Termination for Default.The Stare 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 dale of termination.In the event this Contract is terminated for
cause,final payment to the Contractor may he 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 b}the Suite 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.Wraps,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 tinder the provisions of this Contract.
b. Termination for Convenience.The Stare shall have the right to terminate this Contract at any time
the State determines necessary by giving the C'antrictar at least twenty(20)calendar days prior
written notice. If notice is so given.this Contract shall terminate on the expiration oldie specified
time period,and the liability of the parties hereunder for further performance of the terms of this
Contract shall thereupon cease,hut the parties shall not be released from the duty to pertbrtti their
obligations up to the date of termination. hi 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 tender this Contract shall,at the option of the State.become its
property,and the Contractor shall be entitled to receive just and equitable compensation tier any
satisfactory services and supplies delivered
In the event that the Stare terminates this Contract under the"Termination for Convenience
provisions.the Contractor is entitled to submit a termination claim within ten 00)days of the
effective date of termination.The termination claim shall address and the State shall consider
paying the following costs:
1. the contract price for performance of work,which is accepted by the State,up to the
effective date of the termination;
I[. reasonable and necessary costs incurred in preparing to perform the terminated portion of
the contract;
MasterC'ontract Pitkind:xx Page 8 of 18
III. reasonable profit on the.completed bur undelivered work up to the date of t4rminaaiartr.
the cots of se tthrit acl.rin>zd.arisiiat=.o€ti Of the termination of s.bcontracts or orders.not ti:
exoeedf?3tt days.p3y tar each.sr:hcotrtractern.
't'.. reasonrb[e accounting..lc il.clerical.and other costs arisutg out of the tertninatiou
t.
settlement.
hi no event shall rettl'buniement slider this clause exceed die contract amount reduced by amounts
pteviousl}Nil by the State ro.the Contractor.
c.. lLlnntetiliarc Ternti:tltriettt.Time Coorraet is subject to ions aliatc termination.in whole or in part.by
the State without further habil;.ti cn.a[t eftlte f3l4sw€n„eircutr..:t.tnce
I. In the event thai the State determine.!hilt the health. safety.or welfare of persons
receiving services may he in je+ntarr#}•:
11. Upon verifying.tar the Contractor has engaged in or is about to participate in fraudulent
or other ttlegat acts.or
III. If State or federal fund. arc not appropriated.or otherwise become unavailable to fund
this Contract
21 Stop Work Order..Upon written approval by the State Procurement Officer or delegec.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 delivered to the Contractor Any sue:la order shall be identifieod specifically as a slop work order
issued.pursuant to this clause. Upon receipt of sorb an order,the Contractor shall forthwith comply with its
reruns and take all reasonable:seeps to mirtini..i a the incurring 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 clelegec shall either:
a Cancel the stop work order;or
h Terminate the work covered by such order,or
e. Terminate the contract.
if a 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 accordinely 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
b. 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 shalt he in
accordance with the Price Adjustment Clause of this Contract.
22. Venue. The panics agree that exclusive venue for any action related to performance of this Contract shall be in
the City and County of Denver,Colorado.
23. Lhiderstanditie of the Parties.
a. 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
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 extern that this Contract may be executed and performance of the obligations
of the parties may he 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 fur
MassterCnntract Pitkitt.dr,cx Page 9 of 18
any re.sent_such in vandtrb•or failure shall not affect the rxf t iit}'of anv.gather term ea€gran union
hereof
c. [iire,f•ittn. Freer ent. Eiccoptas horci t Scciftea11[v provided mho wise, it is c'cpre sI}'tir<1e.rsxu]od
and a_.tree.d that Eltr,Contract shall inure to the benefit of and be binding upon the parties hereto.
and their respectie:e successors,and acligns.All rights of acriisn relating to enforcement of the
watts and conditions shall 1.e strictly rest:need tit the State.and the named()minim'. Nothing
contained in this aggreeime t,t shall give or allow any c€aim nr right of action wha:;never by any
other third person. It is 111e express intention of the State and the Contractor that any such pca-snn
or may_other rken the State or the Contractor,receiving services or benefits nrxfer!kii..c,rgteemem
shall he at..-atmc"d an incidents:beireticiary.only.
tt Waiver_ The wamer of any breach of a tenet hereof shall not be construed is a waiver of any other
term.or the same term upon svbsequcitt breach
Continuing Obligation,, l be Si-ice ant/the Contractor's S obligations under this t ertr:ict shall scat lave
following termination or expiration hi the extent necessary to give effect to the inlentt and
understanding of the ponies.
Assignment and Chat Etc In Ownership,. ddrt s_J-inanc_ial Status. Except as herein specifically
provided otherwise.the rights.,duties and obligations of the Contractor arising hereunder cannot
be assigned.delegated.silbgranted or subcontracted except with rite express prior wvitten ciMtsent
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 Slate notation agreement prior to
the assigautient or delegation being effective against the State.The subgrants and subcontracts.
permitted by lire State shall be subject to the requirements of this Contract.The Contractor is
responsible for all subcontractins arrangements.delivery of services,and performance ofaav
subgrantor or subcontractor. The Contractor warrants and agrees that any suhgranr or subcontract.
resulting from its perforrrianee under the terms and conditions of this Contract.shall include a
provision that the said sithgraiatur or subcontractor shall abide by the terms and casitdittnns hereof.
Also,the Contractor warrants and agrees that all subgrants or subcontracts shall include a
provision that the subgranror 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 he construed to prohibit assignments of the right to payment to the extent.
permitted lay-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-•-a:;
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 nor allow
prior notification then immediately following.arty of the following:
change in ownership.
II, change of address:
III. the tiling of bankruptcy.
g. Force Majeure. Iticithcr the Contractor nor the State shall be liable to the other for any delay in.or
failure of performance of,arty 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.
such delay or failure is caused by"force majeure."As used in this Contract"force majcure"means
acts of Clod: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.
la 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
MasteiC:ontract Firkin-ii.>c Page 10 of I R
required troth iz-ati,on. rs11 auto;lt i calk he incorporated into and be p.artefslit:€oiarai:r et tlu
effective date of such change as if Clay set farth l'icce n. Except is provided above.tw
modification of thia Contract shalt he effeenve unless agreed to in writing.by bards parties in the
form of a written amenelrnertt to this Contract that Er.:,W beets preV1ilitst,-executed.and appro•ed in
accordance-with applica.blc law.
i. Media or.L'tlbl t: ARD311acements. Unless otherwise provided for in this Comma_tli,c Contractor
stall.not make art. news release,publicity statement_or other public annotrncome[rt.either in
wl•iiress or oral foists that Conee•ills the Rork provided tinder this Contract.without the prior written
approval oldie State. The Contractor shall submit a mitten request for approval to the Slate no
less Than ten OM business days before the:proprase.d dttc of publication The State shall nor
unreasorrabl►; withhold approval of the Contractor's written rci west to publish.Appontah et-dental
of the Contractor's request by the State,shall be delivered to the C'onrricWM in writing within sit
1.6t business days from the date of the Slate's receipt of Cornttactor's request list approval
Umpired by the terms and conditions of a federal or state grant.the Contractor shah obtain the
prior approEa:of the State and all necessary third parties prior to publishing any mrteria.ls
produced tinder this Contract. [f required by the terms and conditions ot'a 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 v,ritten
notification from the State as Contractor decals appropriate.
24. intellectual indeiunita.Cut}traclur shall defend.at its stile expert.e.any ciainnsl or stints)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 arty patent,copyright-trademark,or other proprietary
rights.Tarot ided that.the Stale gives Contractor written notice within twenty-n(3)days of receipt.by the
State of such notice of such claim or suit,provides assistance and cooperation to Contractor in conncetion
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 il'1 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 shalt
indemnify the State for all liability incurred by the.State as a result of such infringement.Contractor shall
pay all reasonable out-of-packet 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(sl,or any part thereof.become the subject of any claim.snit or proceeding far 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
part 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-ticeose.as
appropriate,the product or such part thereof:or
h- replace the product(s).or part thereof,with other suitable products or parts conforming to the
original license and State specifications;or
c. suitahly modify the products,or part thereof.
Except as otherwise expressly provided herein.Contractor shall nut be liable for any costs or expenses
incurred without its prior written authorization.
Contractor shall have no obligation to defend against or to pay any cots, damages or attaracy'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
Mastcttontracl Pitkrn ocs Page l t of I
Anne:heal by i er cfrs or ewes cilia than Contractor had rr}t been conabiried_sap iate.d or I ALA
with fan penducllsi_or
the use Of}tree#u.t61 on or use ccicsre4:►-ti0n with epipl.nent ur software nut perim1ti d tinder than
Contract if snob infringement would have been avoided by not anima the prodsaettisl,on or in
connection with such outset equipment or software.
2` Conformance LAW. IfdaisContracl inverinsa federal funds Or cen Ei.tu.. i'otherwise federally
mandated. tihe Contractor.and its.tgeratsl shall at all times during the term of thin Contract strictly adhere to
all applicable federal law`.state laws. Executive Orders and iliipleilaenting rentdatielns its they currently
exist and may heti:aftcr he amended. Without Itmitation,these federdl laws and rezerlatinrtc include:
a Office o3 Mtrlklgcattent and Budget Circulars and The.(-unman Rule.for L!nrform Achnintstralise
Requirements fair Grants and C'taopera:it a Agreements to State and Local(loterninenr ,as
applicable:
l►. tb "Hatelt Act'(5 U.S.C.S-C. 1501-150X)and Public Inn 95-45 t.Seeti:esn 4728
c whcii required b►•Federal program leitslation.the"Davis-Bacon Act'-as amended 1.40 U.S.C.
3I41-31481 as supplemented by Department of Labor Renulatis'nt5(29 CFR Part 5."1-ahor
Standard..Nat.isieirtti.Applecah1.'to Contracts C.'eaee'tiete Fetlesall} Financed and:Assisted
Cornstrtictiort-I:.
d. when requtired.by Federal program legislation-the Copeland"Anti-Kickback"Act(40 U.S.C'.
3145l.as supplemented by Department of-Labor regulations(29 CFR Part 3."Contr.:aetesrs and
Subcontractors on Public Building of Public Work Financed in Whole or in Pals by 1..n ans or
Grants from the United States")..
e. 42 U.S.C. 6101 et seq.,42 U.S.C.2000d,29 U.S C..794(regarding diacriminatien):
the"Americans with Disabilities Act"(Public Law 101-336;42 U.S.C. 12101, 12102. 12111 -
121.17. 12131 - 12131, 12141 - 12150, 12161 - 12165. 12181 - 121.89. 12201 - 122E3 and 47
U.S.C. 225 and 47 U.S.C.61 l):
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 1.aw- 100-17. 101 Stat. 246-256):
h. when applicable,the Contractor shall comply with the provisions of the -Liti fari:a Administrative
Requirements for Grants and Cooperative Agreements to State and Lrkal Ceo\ernmenls"
(Common Rnk1:
i- Section 2101 of the Federal Acquisition Streanilirting Act of I994,Public Law 103-355;and
j. Uthe Contractor is a covered entity udder the Health ln;urance Portability and Accountability
Act of 1996,42.U.S.C. I320d- 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,compute the agreement.have it signed Eta an
authorized representative of the Contractor,and deliver it to the State.
k. The Federal Funding Accountability and Transparency Act of 2006(Public Law 109-282).as
amended byv*6062 of Public Law 110-252,including without limitation all data reporting
requirements required there under.This Act is also referred to as FFATA.
1. Contractor shall comply with the provisions of Section 601 of Title VI of the Civil Rights Act of
196-4,as amended.
m. Except as otherwise provided under 41 C'FR 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 1 1246.
-Equal Employment Opportunity:(30 l=R 12319. 12935.3 CFR Part. 1964-1965 Comp.,p. 339F,
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.
n. where applicable.Contract Work Hours and Safety Standards Act 140 U.S.C.3701-3708).
n. if the Federal award meets the definition of"funding agreement"under 37 CFR §401.2(ay 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.
M:tsteoContr:aet Pitkinnlocs Page 12 of 18
Contracts and Ctstipentrrn APreen:aent,.-and a ry [mp]eat'rantinwg.regniations issued by the
a.r wading agency_
P. the Cleats Air Act(42 L•.S-C. 7-0[?671 ct land the Federal Ware l'oflttticrtt Cuittrol Au i•33
l 2f t-I 3871.us amended.
q. if applicable.comply r tilt the manelarury standards and polieics rift energy efficiency contained
within the Stew cat Colorado's energy con aIrt.atior:.plan[sued in complianc-e with the Energy
Policy and Cemservalion Act.42 USA-.6201.
2( Conrracri r Affirmation_If this Contract involve, fader::)fund, c attt}alcaitrc is otherwise federally mandated,
thee by signing and submitting this Contract the Contractor affirmnitely avers thar.
a. the Contractor I. in compliance with tlx requirements of rite."Drug-Free Wctrkplace Act-(Puhlic
Law 10O-69O Title V.Subtitle D.41 U.S.0 701 ei see:.le
b. the Contractor and all principals are not prench,d.�.iartcd,suspended_proposed for debarment,
declared ineligible.or aoltintarily excluded{roan cor,cred irarnactinn,;by any federal department
or a_eency.the Contractor and all principals shall comply with all applicable rrgu.iarions pursuant
to Executive Order 12149 l i(.'FR Part 1986 Comp.,p. l S9l.end F Xectstive Oder 12689(3 C'l'R
Part 19•89 Comp..p. 2351,Flchanneni and Suspension:.and..
c. the Contractor shall comply with all applicable regulations pin-attant to Section 319 of Public Law
h01-121,Guidance for Nev..Restrictions on Lcsbit eras including..Certification and Disclosure..29
C.F.R. 93.1 l0(1990)and where applicable.the Byrd Anti-Lobbv'tng Anienclment(31 U.S.C.
k3521.
27. Annual Audits. tithe Contractor expends federal funds from all sourer.'(direct or from pass-through
entities)in an amount ofS750,000 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.-I33(Audits of
State;,Inca!Governments.and Non-Profit Organia.:►tiorts1- If the Contractor expends federal funds
received from the State in an amount of 5750,000 or more during its fiscal year,then the Contractor shall
furnish one(1)copy of the audit report(s)to the Siate's Internal Audit Office within thirty(301 calendar
days after the Contractor's receipt of its auditor's report or nine(91 months after the end of the Contractor's
audit period.whichever is earlier. if(an)instances;of noncompliance with federal laws and regulations
occurs.then the Contractor shall take all appropriate corrective actions}within six(6)months of the
issuance of(a)reportts).
2S. 1-loldoter. In the event that the Stare desires to continue the services provided tear in this Contract and a
replacement contract has not bean(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(21 months upon v<•ritten notice to the
('ixttractor under the same terns and conditions of the original C.'ontract including,but not limited to,
prices.rates.and service delivery requirements. However,this extension tenninatcs when the replacenmeni
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 C.'nniract which may require continued
perforniancc,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 aPplr-when the Ef ectit'r
Date is on of after July 1,2009 arid the► aximtr►ri u►itou►rtptn'ahle to C'enirractor hereunder is X 100.o(10 us
higher]
By entering into this('ontract.Contractor agrees to be governed,and to abide,by the provisions of('RS
§24-102-205,*24-102-206,§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*24-103.5-10I,and State Fiscal Rules,Policies and Guidance. Evaluation of
Contractor's performance shall be pan of the normal contract administration process and Contractor's
MasterContraet P1t&im.docx Paae 13 of 18
performance wu'sl he Sy:Le:mat ically recorded to the t<t:atrs-ide.CE:trAracr Management System. Areas of
review shalt include. lam shall not tr t limited to quality..toast and tin.elines's: Cri lection of information
re.iev ni to the perfOrrrritnc.e of Contractor's o'nligatiarns under this C'►mtnael shall be dete tinned by the
speciac requirements of such obligations and sbi)L inchide factors tailored to match the requirements ortbe
Stalernenl of Project of this Contract Such performance et:formation shall be entered into the statewide
C'oittract Mananeierrt System al internals established to the Statement of Project and a tins:I re►:acre and
rating shall be rendered within 30 days of the end of the Contract tam.Contractor shall be testified
follow in.each performance and shall address or correct any identified problem in a timely manner and:
rna.intain esori.progress
Should the Emil per fiwmancc evaluation u determine that Contractor dieiuransirat.ed:t gross failure to meet the
performance measure,established under the Statement ff Pr iject..the Executive Director of the Colorado
Departrteto of Personnel and Administration(Fin uti►a Director t..upon request lay tees Colorado
Department of Public l icalth and Environment and showing.a>f good i-mks c.. may debar L'amtratct it and
prohibit Contracrrtt from bidding on future contracts.Contractor may contest the final evaluation and re.uir
by;tit filing rebuttal statements.which may result itt either removal or correction of the evaluation ECTZS
:24-10S-102(6M or tit;)under CRS§21-l03-1.021.61.exercising.the debarment protest and appeal rights
preluded in CRS t 424-i0'7-lO& 107.201 or 202.which may result in the.reversal(lithe debarment and
reinstatement of Contractor;by the.Executive Director_upon showing of good cause.
i[. Performance Outside the State of Colorado and:or the United Stares
riot applicable if Contract Funds include auF federal funds[
Following the Effective Dare,Contractor shall provide written notice to the State_in accordance with the
Notices and Representatives provision.within 20 days°f the.earlier to occur of Contractor's decision to
perform,or its execution of an agreement with a Subcontractor to perform Services outside the Stale of
Colorado and!or the Butted States. Such notice shall specify the type of Services to be performed outside
the State of Colorado:unbar the United Stales and the reason why it is accessary or advantageous to
perform such Services at such location or locations. All notices received by the State pursuant to this
provision shall he 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.
Nialiicrt oLrtrsct['akin d. . Page 14 of 18
•
SPECIAL PROVISIONS
These Special Provisions apply to all contiracts except where noted italics.
I. CONTROLLER'S APPROVAL CRS§24-30.202(1:1:. 'lints Contrae•I:41,1 twit inn valid until i!has been:approved h.,,.
the Colorado State.Controller or designee
2. FUND AVAILABILITY.C•'1t.5§24-3O-202(5.5). Futattctaf obli;talSnits of the State payab€e after the current fiscal
year arc cnntingeni upon funds( r that purp el6C being apprepriated..budgeted,and otherwise made available..
3. GO►r'E.RtgalI N r ll1EI(NI IN No term oc enrakion of this Contract shah he construed or intclprcicd as
waiver.exlxrsc or implied.of 311t of the immunities_rights,benefits.protections.or ocher pr(nisioii..,of the t'olor tdi
Cowen i tentat Intntunity Act_CRS C2 4-1i]-l(tl et seq..or the.Federal Tort Claims Act,28 l:.S C. ,rl.i4[,ibI and 26'I
et sot.as ipplicahle now or hereafter: mewle'd.
4. INDEPENDENT CONTRACTOR.Cuntracrtir shad pert itnn its duties hereunder as an independent contractor and
not as an employee Neither Contractor nest-any agent or employee of C ontracicw shall be deemed to be an agent or
employee of the Stare.Contractor and its eentplorecs and agents.are not entitled to unemployment insurance or workers
compensation hcnefiis thrtntgh the State and Lis.Statw shall not pay En Ur(ether tie provide such coverage foL
Contractor or any of its.gene or employees.Unemployment mpletyment insurance benefits will be available.to Contractor and its
employees and agents only if such cowe-age is moae available by Contractor or a third party.Contractor tur shall pay
when due all applicable employment taxes.and income taxes and local head taxes incurrtxi 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 pi-wt.thereof
►%tier,requested by the State.and(c)be solely responsible for its acts and those exits employees and agents.
5. COMPLIANCE WITH LAW.Contractor shall strictly,conipiy with all applicable federal and State haws.rules,and
regulations in effect or hereafter established.including.without ILtnitalion.laws applicable to discrimination arid 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 Connect.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 reinairtder of this Contract,to the
extent capable of execution.
7. BINDING ARBITRATION PROHIBITED.The.State of Colornider dues 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 he
null and void.
B. SOFTWARE PIRACY PROHIBITION.Gccw•ernor%Executive Order 13 002 00.State or other public hinds
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. lithe Stale 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 INTERESTICOSFLICr OF INTEREST.CRS§§24-111-201 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.C.'ontracror has no interest and shall not acquire any interest,direct or
indirect,that would conflict in any manner or degree with the performance of Contractor's services and Contractor
shall not employ any person having such known interests
10. VENDOR OFFSET.CRS§§24-30-202(1)and 2.1-30.-202.4.[1Vot Applicable to intergovernmental agreenuentcJ
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;(h)
unpaid balances of tax.accrued interest.or other charges specified in CRS*39-21-101,et seg.;(c)unpaid loans due to
Contract_Tcmplatc_intcr(invemnx:nta[ 070714 Na e I of lit
the Student Laan Divisain of I&Department et.C1figlber Edwation...(d).wrr..narrs required to be paid to ill:
UneitatkbyCklelli(Wiipensation Fund:.as 1.0 other unpaid&This& iiig to tht.Statc as a result of final agokC)
determination t3c judicial action.
U. PUBLIC CONTRACTS FOR SERVIX:ES..CRS 0;471-10 1.rt.of Applicable to agreemeno rekaing to the offer,
kmeanee,or side of securities,item:floc...at arbisory services or Lfund ogaiageofeitt aeto:tors.sponsored ptojeciv,
betergoventotental agreements,or information owlsaialaa seerices or products and serricesj Contractor‘..-L•rifficzi„
warrants.Md.agrees that.ir tkacs not knonaug1y.emptily tic o.iorract with an illegal alien who vv ill pet-fa-in work wader
this Contract and will conduit the ernp/ot-reenit eligibility of all etripLoyees who are newly aired far employment in the
United Stases tu perform work under this Connact.throu.O participation in the E-Veri6:Program or the Deparinteut
program established pursuant to("RS 5-1021.51t t.Contractor shall it01 knowingly employ ia contract with ari
illegal alien to perfnmi work under this Coruna or wet into a oarinract%Oita gabconnactor that fails to cenify
(oorracior that the subcuui a.tor shall not knowingly employ or contract with au illegal e'en to perform work under
this(Urumqi..(-catraicior hd1 ;Lti.0 EXei-ify Pmgram or Departireut program procedures ha undertake re-
employ-m...1n sCrCell*of job appbcants while this Contract is heing performed.(b)shall notify the subcontractor and
the contracting State agency within three lit if Contractoz has kx.-uta)knowiedge that a suttcontractor earploying ir
contracting with art illegal alien(Or trEtia '011(101a.(C) terminate the subctiniract if a MitICOntraCIOT doe.!;,
not stop employing or contracting,with the illegal alien within three days of receiving the notice.and(d)shaEl comply
with re.-Lsonahle rcqueSIS the 0.14,1ftiO.01 21/invesugattota.undertaken irskunt to CRS*8-17.5-102(5 t.by the
Colorado Department c rubor and EmplipAnctit.JICCICLIXJctuw participates in the Department program..Contractor
shall deliver to the contracting Stale agency. huaitati011 oil fisher Education or political subdivision a 1.kritten.
notarized affirmation.affirming that Contractor has examined the legad work status of such employee.and shall
comply with all of the other ream:rano:n:4 of the Department prog,rani )(Contractor fails to comply with arty
requirement of this provision or CRS 17.5-101 et seq.,the contracting State agency,institution of higher education
or political subdivision may terminate this(:ourtnet 1--or breach and,if so re mated.Contractor shall be halite for
damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS.CRS§24-76.5-1 01.Contractor.if a natural person
eighteen(181 years of age or older.hereby swears and affirms under penally of perjury that he or she(a)is a citizen or
otherwise lawfully present in the United States pursuant to federal law,(b)shall comply with the provisions of CRS
*24-76.5-101 et seq.,and(C)has produced one form of identification required hy CRS*24-76.5-103 prior to the
effective dale of this Contract.
Revised 1-1-09
•
MasterContract Plikinhixx Page 16 of 18
VHF. PARTIES EXECUTED IRIS CONTRACT
' Persons signiu for C'entractor lrereb.,, .swear and affuns that ttses. are aYCharired to act on Contractor
__behalf and acknowieftge that t{u State is relying on their representations Co that effeti.
CONTRACTOR: S1 ATF:OF COL_ORAJR).
1OHN %V. EUICKENLocoPi:1 , GOVERNOR
HOARD OF COUNT COMMJSSlONf12S Cll PIT KIN''
( O1:,NTY forth useand lnetc:fit 4tf tlx PITKPS COUNTY ./7„)).
PLTR[.i('LWA!Ti{ACiF1'Cl'
t c•yLai' . , •
\A5..
Ida [ t G
!'rnr!,:attie if Archly ed C)!2u:r Department of Public Hearth and Environment
C
Saeu.Jur of Astriatry:cu t
•
V t C CkAct •-/-lad-t
Print l'itic Of A R:he/HAY(;ltiicc't
LEGAL REVIEW
Cynthia H Cof(uun. ALon,cr Cresura]
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
C'RS§24-30-202 requires the State C:ontroller to approve all State Contracts.This Contract is not valid
until signed and dated below by the State Controller or dekgate.Contractor is not authorved to begin
performance until such time. If Contractor begins performing prior thereto,the State of Colorado is not
obligated to pay C'ontractar kr such performance or for any goods and/or services provided hereuntkr,
STATE CONTROLLER:
Robert Jaros,CPA, MBA,JD
r ,
By:
fJJ / J ,
1.,Cf � d1 � _ � I jr
Date: i t. I(
M IcrCbntracl Pilbn 1'c` Page 17 of 18
E Elton.ONE.
ADUITIONAL PROVISIONS
T'e Contract Et'fective Date T;i,:o17- Contract Routing Number tS FAA 08041
These provisions are to be read and interpreted ire conjunction with the provisions of the
contract specified above-
I. It is the express intent of the parties in entering into this Contract to: a)create a vehicle
through which the parties can enter into a simplified Task Order Contract for the
purchase and delivery of health and environmental services:. b)stipulate that the
Contractor is an approved entity to perform certain activities for the State: and c) set forth
the terms and conditions under which these activities shall be performed by the
Contractor.
In the context of this Contract a"Task Order Contract"means a subordinate document to
this Contract that is signed by the State and the Contractor and approved by the State
Controller or delegee,and has attached to it a Statement of Work and Budget that has
been signed by the applicable State and Contractor program managers. A sample Task
Order Contract is attached hereto as Exhibit Two and incorporated herein by this
reference. The parties expressly acknowledge that while this Contract authorizes the
purchase of health and environmental services pursuant to its terms and conditions. no
specific purchase of services is made by this Contract. The State may purchase health and
environmental services from the Contractor and the Con.trac.tor may provide liealth and
environmental services to the State,under this Contract through a Task Order Contract. A
Task Order Contract incorporates by reference all the terms and conditions of this
Contract. When the State and the Contractor mutually agree upon the services to be
purchased from and performed by, the Contractor, the parties may enter into a Task Order
Contract, with an accompanying Statement of Work and Budget,for the purchase and
delivery of those services. The State's financial obligation to the Contractor for specific
health and environmental services accrues only upon the full execution, including
approval by the State Controller or delegee,of a Task Order Contract authorizing the
Contractor to perform and deliver those services and the Contractor's performance of the
work described in that Task Order Contract.
The State will issue a Task Order Contract to perform some or all the work if; and when.
and to the extent, the State determines, in its sole discretion, that the work is needed and
that the Contractor should perform that work. The State does not guarantee a certain
quantity of the work to the Contractor and shall have no obligation to provide any work
to the Contractor, and the Contractor has no justifiable expectancy that it will he given
any of the work unless and until the State and the Contractor enter into a Task Order
Contract, including an attached Statement of Work and Budget, and the Task Order
Contract is approved by the State Controller or designee. The State may elect to perform
some or all the work itself,hire other vendors by separate contract to meet State
requirements or not perform the work,without liability to the Contractor.
To he attached to CDPHE Page 1 of 3 Revised: 11:15.16
Mask"Contract Template
•
Dalt-BET ONE
�. The parties expressly acknowledge that this(*minuet scats forth the general and special
contractual tuns and conditions of the panics.and that Task Order Contracts issued
pursuant to this Contract set forth the specific work contracted for by the.State with the
Contractor. Each Task Order Contract incorporates by reference all tenors and conditions
of this Contract and each provision of tins Contract shall become part of.and control,
each separate Task Order Contract. Subject to the terms and conditions of this Contract,
the Scope of Work in a Task Order Contract shall govern the delivery services by the
Contractor under that Task Order Contract. Flowerer.a Task Order Contract cannot
change any of the terms and conditions of this Contract. in the event of any conflict
between the.terms and conditions of this Contract and a Task Order Contract and/or a
Statement of Work attached thereto, the terms and conditions of this Contract shall
control. A Task.Order Contract only describes the work to be performed under its
accompanying Statement of Work and Budget. The Contractor is authorized only to
provide and perform those services that have been authorized in a given Task Order the
Contract's Statement of Work. The period of performance of any Task Order Contract
may exceed the performance period allowed under this Contract,but in no case can the
period of performance of any Task Order Contract exceed five(5)years.
3. Task Order Contracts may be renewed,extended, and.or modified by way of the Contract
Amendment process outlined in the Task Order Contract,in accordance with State fiscal
roles. However,as mentioned above. in no case can a Task Order Contract or any Task
Order Contract amendment modify the tenns and conditions of this Contract. Any
changes to this Contract must be done pursuant to the teens and conditions of the General
Provisions of this Contract.
4. Work/services will be defined, negotiated, and ordered from time to time by a Task Order
Contract between the parties. if the State has need of services and determines that the
Contractor is the appropriate entity to provide those services, the State will contact the
appropriate representatives of the Contractor and discuss the services needed. The State
shall provide a definition of the requirements to the Contractor. The State and the
Contractor will negotiate a statement of work, budget, including applicable time frames
for work performance and associated costs.The State will then memorialize the agreed
upon statement of work and budget within the Task Order Contract.
5. Upon negotiation and agreement by the parties regarding the scope of the project,the
price/cost ceiling,the time for performance and other applicable terms and conditions, a
Task Order Contract, in substantially the form attached herein as Exhibit Two, shall be
prepared by the State. Following acceptance of the Task Order Contract terms and
conditions,which must include the negotiated Statement of Work and Budget, the total
hours anticipated to adequately and successfully completing the work, method of
payment and project plan, the authorized representatives of the Contractor will sign a
minimum of three (3) Task Order Contract originals. Upon signature by the State and the
State Controller or delegee and delivery of a fully signed original Task Order Contract to
the Contractor, the Contractor shall undertake performance of the specified projects and
will perform such projects in a manner inspiring confidence that such projects will be
To be attached to C DPHE Page 2 of 3 Revise& 11 i 15;l6
Master Contract Template
EXHIBIT ONE
auccesslhlty completed within the time iianre and price range agreed to in the Task Order
Contract. The Contractor may be required to provide the State with reports to include
invoices of actual hours of service and a statement of the various projects status. To
ensure delivery of the services required under this Contract, the State may elect to
conduct an evaluation of the Contractor's performance of the work on a periodic basis.
t4. Performance of work and payment for a projecct shall be governed by the standards,
procedures and terms set forth in this Contract and in the associated Task Order Contract.
The Contractor warrants that upon negotiation and acceptance of the Task Order
Contract, the Contractor's performance will be succeSsfully°completed within the time
frame and price stated in the Task Order Contract. The State's fivanci.al commitment
stated in the Task Order Contract shall not bc considered valid until the State Controller
ar a delegate executes the Task Order Contract..a fully signed Task Order Contract is
received by the Contractor,and Contractor commences performance under the specific
Task Order Contract.
7. The Contractor shall be assigned work on a Task Order Contract basis,and shall begin
performance of assigned tasks only upon receipt of a fully executed Task Order Contract
setting forth the specific work to be performed.
8. The Contractor, with the prior approval of the State,may subcontract the performance of
some,or all.of the services provided under a Task Order Contract through a subcontract.
teaming,joint venture and•or partnership arrangement or other affiliate arrangement, as
determined by the Contractor. However, in all eases the Contractor shall remain solely
responsible to the State for the timely and complete performance of all contract
deliverables.The Contractor shall cause all of its subcontractors and affiliates to comply
with all terms and conditions of this Contract and the applicable Task Order Contract.
The Contractor, at the request of the State,shall provide background information with
respect to all subcontractors and affiliates.the Contractor desires to utilize or include in
the performance of work under any Task Order Contract.
To he attached to( DPH E rage 3 of 3 Revised: 1 l/15'16
Master Contract Template
Es:Whit 2
IllP. RINEJ•NT OE-PUBLIC [ .N.1"1.1 AN.1)
(.&ES Itt!I LI'I (
APPROVED TASK ORDER CONTRACT— WAIVER 4 34
,,,,f‘iract i*,:ood porilutor co ru.1.4ras antT.Kr,rwASE@irufwieht ypIl,with routine-tmrabcy. • • • • .
STA.T F.:
CONTRA(71()K:
Sloe)r(:"oloradb for the &:.benefit or die
f.)cpalrwitt.of PubEP:I icallth Mid
U.'it tl.z.r:1
TOR ixtru 1 ;
( ).IlliACT ADi Li' I SubtihiSioti
hl I :Ni..I,/ 1 1 RIC/IVE..0
[-IMP+ENCI!5.01R } NOM.R
f*,
,select one-.
ri-RM
S tin TORY AL 1 OR 0'1
This amine!shall be eili.'ctive upon:Trims al by
the State Controller,of designee.&on nun dd yyyy..
CLA.S,.41-1(.‘11t IN - -
%%1m:et1ever s1aier.The contract shall erki on trent di
CONCI X AC T FRICI. 1.1 I it] xr' L:
PRO(I-RE-MENT NUT,kg).
tR:31.1 ARS.
efect OM<
ST VIT.11 Dt'.11.1.4RS:
t 11.. ARS'
DID REP.LEST PRICE At•R1.1-‘11-N oniEi M3M;Di)1
SoLvi6
NIIALMC y r MR 1:1•:‘ 1,1 YEAR
I AM,'sra-IFIND vr-VDc JR St An IT Fr":
I.N.**.STA II RE PRESI-NT.S111 F.
Y**:
ET**:
PUCE STRUs• >select one<
(1)N131.1c TOR Rol TATAT.
PROJE.0 I DESCRIPTION
...Mien a brief;unit-nary nf the slilulory or rogulainry rcquiTniLi1 jIih4 progrim and II. intended itUliNalle,-
L.thibieNo Task OrderCI..Sdmple_l I 1516.doc:x Page 1 of 6
Etdlti'bi(3.
[:xtltttrts —
The following exhibits are hereby incorporated-
Exhibit A - Additietiud Provisions(attcl any of its Attachments;e.g...A-I,A-2.etc.
Exhibit H - Stltement.of Wctrk land any of its Attachments: c-fig_..B-1. B-2. etc.l
Exhibit C'- Budget{and atr, of its Attichlttteitt5;e.g... C-l. C-_'•,etc.}
GENERAL PROVISIONS
The following clauses apply to this Task Order Contract.These general clauses may have been expanded upon or
made more specific in mine instanee' in eilhehits to this.Task Order Contract. To the extent that other provisions of
this Task Order Contract prod ide more qlecit3cil► than these general clauses.the more specific provision shall
control
1. This Task Order Contract is hems entered into pursuant to the teams and conditions of the Master Contract
including_but not limited to. f shi.lait One thereto.The total term of this Task Order Contract,including any
renewals or extensions,may nut exceed five(Sl years The panics intend and agree that all work shall he
performed according to the standards,tenns and conditions set Barth in the Master Contract.
2 In accordance with section 24-30-202(11.C.R.S.,as amended,this Task Order Contract is not valid until it
has been approved by the State Controller.or an authorized delegee thereof The Contractor for is not
authorized to,and shall not:commence perfin-inance under this Task Order Contract until thus Task Order
Contract has been approved by the State Controller or delegee.The State shall have no financial obligation
to the Contractor whatsoever for any work or services or. any costs or expenses, incurred by the Contractor
prior to the effective date of this Task Order Contract. If the State Controller approves itch Task Order
Contraci on or before its proposed cfl xtivc date.then the Contractor shall commence performance under
this Task Order Contract on the proposed effective date. If the State Controller approves this Task Order
Contract after its proposed effective date,then the Contractor shall only commence performance tinder this
Task Order Contract on that later date.The initial term of this Task Order C'ontracr shall continue through
and including the date specified on page one of this Task Order Contract.unless sooner terminated by the
parties pursuant to the terms and conditions of this Task Order Contract and:'or the Master Contract.
Contractor's commencement of performance under this Task Order Contract shall he deemed acceptance of
the terms and conditions of this Task Order Contract.
3. The Master Contract and its exhibits and.or attachments are incorporated herein by this reference and made
a part hereof as if fully set forth herein.Unless otherwise stated,all exhibits and'or attachments to this Task
Order Contract arc incorporated herein and made a pan of this Task Order Contract.Unless otherwise stated,
the terms of this Task Order Contract shall control over any conflicting terms in any of its exhibits.In the event
of conflicts or inconsistencies between the Master Contract and this Task Order Contract(including its exhibits
Exhiten'No Task Ortkrt'T..Sample-.l I I s If+doex Page 2 off)
Exhibit 2
a1raela:ea,•trsi:,4x IJctween this'task Order Commie and tsi exhrb is and or atrrchntettts,.such t:ele/l ime or
inconsis era`iet sl>xiIl be riLsohed 4-ref rerec in the detet+rnents in the f>lla w:Mg order of prioriey. l i the
Special Peenisiesets of the Meister Contract 2l the l leer€r Contract tether than the Spc sal Prmt<�rconsl and irs
exhibits and gat iehnmente Mt throttler'pee died to the.Master C:untrecC.31 this Task Order Contract.4t dee
Additeanal Prue isions-Li Moil A.and its ate adirnemlts if included,to this Tat*Order Comma;51 to
Sea. nacre of Work.-ELItibir B.and its attachments tf tltc ltac1cd.to this Task Order(aeri:act:bt whew
e.xhibiis.artaeturtents to this Task Order Contract iui their order of appearance
4 TN.-Contractor.in accordant.e with the:terms arwi cr.]ndiltans of the AMasetr Contract and.des Task{ rdet
Cameo.shell p.erforna and complete.in a timely and satisfactory r i rnncr-all work items described in the
Stair:mere of Work arts:Budget whidt ate incorporated herein by this refetersce.tirade,a pan hereof area
ettadltrd hereto as"Exhibit IH"and"Exhibit fi.:".
5 The Sure.with the ce7S14.`urree a(tithe Contractor. may,among.Ether things.proeNetivel 'renew or extend
the.;eon or ibis 1-ask Order Contract.subject to the limitation i set forth in the Master Contract. increase or
decrease the antltunt pat:ible under this Task Order Contract_or add to,delete from_end ur modify dais
1-ask Order i untract's Staten-tem o f EE eel.through a contract amendment. To he effective. the amendment
trust he.signed by the Slate and the('ontracto:.and be approved by the State Controller or art authorized
delee,ate thereof This e:r)ni.raet i;subject to such imxtifsc:+csitrts as imi he required by changes in Federal or
Stare law_or their tnplcincnri n_..ri:etilatiuns-Any such required modifieSmote shall auremattcally be
incorporated into and be pan or this.I-ask Order Conrraet on the effcetitic date afsuct)change as if fully sec
forth herein.
6. The conditions.provisions.and terms elfgory REP attached hereto_iCaltplicahle_establish the miniminn
standards of perfar.mnee that the Contractor must nicet undet this Task Order Contract.If the Contractor's
Proposal-if attached hetelte or any attachments or exhibits thereto,or the Seope•Statemem of Work-
E.xhibit H.establishes or creates standards of perl ar neetce greater than these set forth in the REP,then the
C'onrractar shall also meet those standards of pertierntance under this Task Order Contract.
7. STATEWIDE CON1 R-AC'T-MANAGEMENT Sik'STE►4/This eclifin stroll uplift when flit•Effective
Dale is is or erfte'r'.irdt'I. 2001.1 and Ad,ray-it:rwrr crntauur(sets.ehl. rr:Crnurt ctoi'hereunder is 100,000 in'
higher(
lay entering into this Task Order Contract,Contractor:rL'.tee s to be governed,and to abide.by the
pruvisiene of CRS ?a-lCl2-205e y§'24-142-2f6, ti24-I03-601. ti24-lt13,540I and ti24-105-102 concerning
the monitoring of vendor performance on state contracts and inclusion of contract performance information
in a stateside contract management system.
f',miracior's petrol- tatnce shall be evaluated in accordance with the roan,anti conditions ullthis Task Order
Contract.State law.including C'RS ti24-I03.5-10I.and State Fiscal Rules. Policies and Guidance.
Evaluation ofContractur.'s pertbrtnance shall be part of the normal contract administration process and
Contractor's performance will he systematically recorded in the statewide Contract Management System.
Areas of review shall include.bur shall not he limited to quality,cost and timeliness. Collection of
information relevant to the performance of Contractor's obligations under this Task Order Contract shall he
determined by the specific requirements of such obligations and shall include factors tailored to match the
requirements of the Statement of Project:of this Task Order 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 Task Order 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 die
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
Exhibithto Tact:OrderCT Sample t r l s metre., Page 1 of 6
Exhibit 3.
protuhir.Contractor tens.;bidd:.rr.o future eciartrJjztb Contra:ter rikly COT.Il i the faai r►':il taisnir 21114 rxsu a
In:tit filing rch'silrrl saca_:rittcb'nay result in either germinal or corme-tinat of the evaluation((R
a.74-105-L f? d 1 i..or(it t under CRS§2-4.105_L 02 61.exercising the.debarment protest and appeal rights;
provided in CRS 4$2-4-1O9•106. L07.201 or 202,which may result in the it serial of the dehdincut and
reinstatement of E..arg.ractiia.by the Executive Director. upon sltaning of good caucz.
k It=chic C'uraract tilt:ob.-es.federal hinds or compliance is whet-wise federally ttitsidated,rile Contractor and
its agerrttsf shall at all taws a nag the term of this ctworact st^:et''ey:adhere to all applicable federal laws,
state laws,Executive utter;and iinp meriting regulations as they currently exist and may hereafter be
amended. WithOLrt iiittjt ttimi.ihek fcii raI laws and rcguktriuns include the Federal Funding
Accountability and'Transparency Act of 2006(Public Law l09-282),at attended by R6O 2 of Public Law
110-252.icklidirst without limitation all data reporting requirements required there wider. This Act is also
referred to as.I F'ATA
•
•
L=.xhibitTw. Task OrderCT Sample I t t 51(.Juvx Page 4 of 6
E;thihir 2
TEES P.AR11I S FFF:R k:rC)HAVE It::NFJ'Ci rf'EN)TEIFS CONTR_kC'f
Persons signing for Contractor herehF swear and affirm that they are atttb,orized to act nu Contractor'
behalf and adult skrige that the State is refs ing on their represent viva to that effect.
CONTRACTOR: S FATE OF ('tH.t.OR,ADO_
HfCKENLOOPER.COVER\OR
i.c a1 ,u1'C'rx1ss3t,-411r4 t'::iricv
RF:
Ctiu I t.t:iiut:1)trL'et.r
r?l'.Au:1r ri;,d C)itic,_1 rhpsrtut4Ktt of lrubtic Health And Ensiroumcnt
tit�7tilr�ir�.o1 1inl'.+n:r.'d C)I r
Department Program Approval:
By:
t?i?:EI Tlt!.e c?t'A.fthoTieed 1)r}Eii'.r
ALL CONTRACTS MUST BE APPROVED B' ' THE STATE CONTROLLER
CRS§24-31)-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 Contrttrtur begins performing prior thereto,the State of Colorado is not obligated to pay Contractor
for such performance or for any grxut.v:Ind,or s r%ices provided hereunder,
CONTROLLER:
Robert darns,CPA,'NI BA,JD
By:
Date
L ththor+.co Ta,•k OnlaCT Sample l 11 C Ic.d,kx Page 5 of
530 East Main Street
Aspen, Colorado 81611
Phone: (970) 920-5200
www.pitkincounty.com
November 23rd, 2021
Signature Authority Letter
Dear CDPHE Contracting,
Jordana Sabella, Public Health Director, has the authority (see Attachment A)to sign CDPHE task
orders and any task order amendments under the Master Contract on behalf of the Board of
County Commissioners, which are binding.
Sincerely,
Dec-29-2021
Jon Peacock
Pitkin County Manager
RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO,
AUTHORIZING AN INTERGOVERNMENTAL
AGREEMENT WITH THE STATE OF COLORADO,
DEPARTMENT OF PUBLIC HEALTH AND
ENVIRONMENT FOR THE MASTER CONTRACT
RESOLUTION NO. , 2017
RECITALS:
1. Pursuant to Section 2.8.3 (Actions) of the Pitkin County Home Rule Charter
("HRC") official action by formal resolution shall be required for all actions of the
Board not requiring ordinance power on matters of significant importance affecting
citizens.
2. The Intent of the Master Contract is to set forth the general contract terms and
conditions between the State of Colorado Department of Public Health and
Environment and Pitkin County to define how the parties will contract with each
other in the future using the Task Order Contract process as defined by the Master
Contract.
3. The BOCC finds that it is in the best interests of the citizens of Pitkin County to
approve this Resolution.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Pitkin
County, Colorado that:
1. It hereby adopts an Intergovernmental Agreement with the State of Colorado,
Department of Public Health and Environment for the Master Contract and
authorizes the Chair to sign the Resolution and upon the satisfaction of the County
Attorney as to form, execute any other associated documents necessary to complete
this matter.
2. It hereby approves the option of future task orders (under this master contract) to
be executed by the Director of Public Health upon approval by the County Manager.
1
INTRODUCED AND FIRST READ ON THE 12th DAY OF APRIL, 2017 AND SET FOR
SECOND READING AND PUBLIC HEARING ON THE 26th DAY OF APRIL 2017.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
RESO UTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 13 . DAY
OF r i I , 2017.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION
POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com )
ON THE f DAY OF d� v, 1 2017.
ADOPTED A TER FINAL READING AND PUBLIC HEARING ON- THE
DAY OF ri 2017.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE
ASPEN TIMES WEEKLY ON THE fry tit, DAY OF j��� , 2017.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFIC L PITKIN COUNTY
WEBSITE (www.pitkincounty.com ) ON THE DAY OF l 2017.
ATTEST: BOARD OF COUNTY COMMISSIONERS
B 'J By:
47)/(--
Je ette Jones George New n, Cha
D uty County Cle '
Date:
APPROVED AS TO FORM: MANAGER APPROVAL
J �
John Elyounty Attorney Jon Podock, County Man er
2