HomeMy WebLinkAboutbocc.con.102.268/30/2021 CDD
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 10022100.531500
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please enter the New Vendor information into Munis for workflow approval.
Contact Information:
Department
County Representative Andrew Shewmaker County Representative
Phone (970) 429-6107
Provide a brief description of the Contract or Change Order:
Contract Value Summary:
$ 47,977.95
$ -
$ -
$ 47,977.95
102.26
Pitkin County
Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
No
DocuSign eSignature Enterprise Pro Subscription and Support
Carahsoft Technology Corporation
$ 47,977.95
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ -
$ -
$ -
$ 47,977.95
Outside Agency
Services/Maintenance
8/11/2026
8/10/2027
New Contract
IT
New agreement with Carahsoft Technology Corp. for DocuSign eSignature Enterprise Pro Edition subscription
and Enterprise Premier Support for the period of August 11, 2026, through August 10, 2027, in the amount of
$47,977.95.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
Contract Total
Rev. 2022.08.04 CDD
OUTSIDE AGENCY/COOPERATIVE BID MEMORANDUM
TO: File
FROM: Andrew Shewmaker, Manager Information Technology
RE: DocuSign eSignature Enterprise Pro Subscription and Support
DATE: 07/21/2026
OUTSIDE AGENCY and/or COOPERATIVE BID
At the procurement officer’s discretion, a contract may be awarded for a property, service, or
construction item on the terms and to the contractor that has been selected under the State of
Colorado's or other governmental jurisdiction’s competitive procurement process. The other
jurisdiction’s process must maintain the spirit of the County’s procurement standards in order
for the proposal to be accepted by the County (Pitkin County Procurement Code section 3-
106.)
Contract #: 102.26
Budget: $47,977.95
Description of Project: DocuSign eSignature Enterprise Pro Subscription and Support -
Software subscription and support services for the County's DocuSign eSignature
platform
Outside Agency/Cooperative Procurement process used: (Include a copy of the outside agency bid with
the Contract file.): State of Colorado Participating Addendum Contract No. 139963 under the
NASPO ValuePoint Cloud Solutions Master Agreement (Attachment A).
Vendor Name: Carahsoft Technology Corporation
_________________________________________________
!#DEPARTMENT REPRESENTATIVE#! Date
COUNTY MANAGER:
________________________________________________
!#COUNTY MANAGER#! Date
Jul-27-2026
Senior Contracts Administrator
Madeline Hall
CFAO
Jul-29-2026
Ann Driggers
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PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT, made July 21, 2026 by and between the Board of County Commissioners of
Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the
“County”) and Carahsoft Technology Corporation, 11493 Sunset Hills Road, Suite 100, Reston,
VA 20190 (hereinafter called the “Contractor”) to perform the following work: DocuSign
eSignature Enterprise Pro Subscription and Support (“Project”).
I. Term of Contract: The term of this Contract is from August 11, 2026 to August 10,
2027.
II. Contractor’s Obligations. Contractor shall provide DocuSign eSignature Enterprise
Pro Edition software subscription licenses and Enterprise Premier Support services in
accordance with Carahsoft Invoice No. 65914274INV (Attachment B), incorporated
herein by this reference. This Agreement is issued pursuant to State of Colorado
Participating Addendum Contract No. 139963 (NASPO ValuePoint Cloud Solutions
Master Agreement), under which Pitkin County is authorized to purchase.
III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for its services in accordance with the Project Budget and
Schedule set out in Paragraph II. It is expressly understood and agreed that in no event
will the total compensation and reimbursement to be paid hereunder exceed the sum of
Forty-Seven Thousand Nine Hundred Seventy-Seven dollars and Ninety-Five cents
($47,977.95) for all services rendered. By contract or amendment, the County and
Contractor may reallocate the budget among project tasks if the total budget amount
remains unchanged. Contractor shall invoice for the project monthly based on hours
worked, with payment expected within thirty (30) days of invoice. Any payment by the
County may be offset by any amount the Contractor owes the County for any reason.
IV. County’s Exclusive Ownership of Work Product. Drawings, specifications,
guidelines and other documents prepared by Contractor in connection with this
Contract shall be the property of the County. However, Contractor shall have the right
to utilize such documents in the course of its marketing, professional presentations, and
for other business purposes. Contractor assigns to County the copyrights to all work
prepared, developed, or created pursuant to this Contract, including the right to: 1)
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reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4)
perform the works publicly; and 5) to display the work publicly. Contractor shall have
right to use materials produced in the course of this Contract for marketing purposes
and professional presentations, articles, speeches and other business purposes.
V. Pitkin County’s Obligations. Pitkin County shall administer this Contract through
a County Representative. Andrew Shewmaker, Manager Information Technology will
manage the project as the County’s Representative. In the event that Andrew
Shewmaker is not available, an alternate person will be apointed who shall assume the
County Representative’s duties. The services provided and products delivered by the
Contractor under this Contract will be subject to review by the County’s
Representatives, or a designee, for compliance with Contractor’s obligations prior to
final payment.
VI. Termination Prior to Expiration of Contract Term. The County has the right to
terminate this Contract, with or without cause, by giving written notice to the
Contractor of such termination and specifying the effective date thereof. Such notice
shall be given at least ten (10) days before the effective date of such termination. In
such event all finished or unfinished documents, data, studies and reports prepared by
the Contractor pursuant to this Contract shall become the County’s property. Contractor
shall be entitled to receive compensation in accordance with the Contract for any
satisfactory work completed pursuant to the terms of this Contract prior to the date of
termination. Notwithstanding the above, Contractor shall not be relieved of liability to
the County for damages sustained by the County by virtue of any breach of the Contract
by the Contractor.
VII. Independent Contractor Status.
A. The parties to this Contract intend that the relationship between them contemplated
by the Contract is that of independent contractor. Contractor, and any agent,
employee, or servant of Contractor shall not be deemed to be an employee, agent,
or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under
this Contract. Contractor may choose to work for other individuals or entities
during the term of this Contract, provided that the basic services and deliverable
products required under this Contract are submitted in the manner and on the
schedule defined under this Contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor’s obligations
under this Contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of any
Pitkin County employee, servant or agent in the course of completing work under
this Contract.
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E. Contractor is not entitled to any Workers’ Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA and other income
taxes.
VIII. Assignability. This Contract is not assignable by either party. Any use of
subcontractors by the Contractor for performance of this Contract must be accepted in
writing by the County.
IX. Severability. In the event that any provision of this Contract shall be held to be invalid
or unenforceable, the remaining provisions of this Contract shall remain valid and
binding upon the parties hereto.
X. Integration and Modification.
A. This Contract represents the entire and integrated Contract between the County and
the Contractor and supersedes all prior negotiations, representations, or contract,
either written or oral. This Contract may be amended only by written contract
signed by both the County and the Contractor.
B. The County may, from time to time, request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including the increase or
decrease in the amount of the Contractor’s compensation, which are mutually
agreed upon between the County and the Contractor, shall be in writing and upon
execution shall become part of this Contract.
XI. Indemnity.
A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's
right to participate, defend the County, its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, volunteers, and any jurisdiction or agency issuing permits for any work
included in the project, hereinafter referred to as indemnitee, from all suits and
claims, including attorney's fees and cost of litigation, actions, loss, damage,
expense, cost or claims of any character or any nature arising out of the work done
in fulfillment of the terms of this Contract or on account of any act, claim or amount
arising or recovered under workers' compensation law or arising out of the failure
of the Contractor to conform to any statutes, ordinances, regulation, law or court
decree. It is agreed that the Contractor will be responsible for primary loss
investigation, defense and judgment costs where this Contract of indemnity applies.
In consideration of the award of this Contract, the Contractor agrees to waive all
rights of subrogation against the County its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, and volunteers for losses arising from the work performed by the Contractor
for the County.
B. The Contractor further shall investigate, process, respond to, adjust, provide
defense for and defend, pay or settle all claims, demands, or lawsuits related hereto
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at its sole expense and shall bear all other costs and expenses related thereto, even
if the claim, demand or lawsuit is groundless, false or fraudulent.
C. Accessibility Indemnification
Contractor shall indemnify, save, and hold harmless the Indemnified Parties,
against any and all costs, expenses, claims, damages, liabilities, court awards and
other amounts (including attorneys’ fees and related costs) incurred by any of the
Indemnified Parties in relation to Contractor’s failure to comply with §§24-85-
101, et seq., C.R.S., or the Accessibility Standards for Individuals with a
Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S.
XII. Accessibility.
The Contractor shall comply with and the Work Product provided under this Contract
shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S.,
and the Accessibility Standards for Individuals with a Disability, as established by
OIT pursuant to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply with
all State of Colorado technology standards related to technology accessibility and
with Level AA of the most current version of the Web Content Accessibility
Guidelines (WCAG), incorporated in the State of Colorado technology standards.
The County may require Contractor’s compliance to the State’s Accessibility
Standards to be determined by a third party selected by the County to attest to
Contractor’s Work Product and software is in compliance with §§24-85-101, et seq.,
C.R.S., and the Accessibility Standards for Individuals with a Disability as
established by OIT pursuant to Section §24-85-103 (2.5), C.R.S.
XIII. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract
are satisfied, insurance against claims for injury to persons or damage to property which
may arise from or in connection with the performance of the work hereunder by the
Contractor, its agents, representatives, employees or subcontractors.
The insurance requirements herein are minimum requirements for this Contract and in
no way limit the indemnity covenants contained in this Contract. The policies shall
include, or be endorsed to include, the following provision: On insurance policies
where the County is named as an additional insured, the County shall be an additional
insured to the full limits of liability purchased by the Contractor even if those limits of
liability are in excess of those required by this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient
to protect the Contractor from liabilities that might arise out of the performance of the
work under this Contract by the Contractor, its agents, representatives, employees, or
subcontractors. The Contractor shall assess its own risks and if it deems appropriate
and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not
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relieved of any liability or other obligations assumed or pursuant to the Contract by
reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or
types. Commercial General Liability Completed Operations coverage must be kept in
effect for up to three (3) years after completion of the project.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits
of liability requirements provided that the coverage is written on a “following form”
basis.
1) Statutory Workers’ Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor
is exempt under Colorado Workers’ Compensation Act AND when
such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Minimum Limits:
Coverage A (Workers’ Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2) Commercial General Liability – ISO 1CG 0001 form or equivalent.
(With County named as an additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage (Any One Fire) $ 50,000
Medical Payments (Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions, Collapse and Underground Hazards
• Personal / Advertising Injury
• Products / Completed Operations
• Liability assumed under an Insured Contract (including defense costs assumed under
contract)
• Independent Contractors
• Designated Construction Project(s) General Aggregate Limit, ISO CG 2503 (1997
Edition or equivalent)
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• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language
on the Additional Insured Endorsements specified above: “County, its subsidiary,
parent, associated and/or affiliated entities, successors, or assigns, its elected
officials, trustees, employees, agents, and volunteers named as an additional insured
with respect to liability and defense of suits arising out of the activities performed
by, or on behalf of the Contractor, including completed operations”.
3) Auto Liability: Bodily injury and property damage for any owned,
hired and non-owned vehicles used in the performance of this Contract.
Minimum Limits: Statutory
Coverage Bodily/Property Damage (Each Accident) $ 1,000,000
4) Special Coverages (check as appropriate and insert amount):
a. ☐ Performance Bond $
b. ☐ Professional Errors and Omissions
c. ☐ Aircraft Liability
d. ☐ Owner’s Protective
e. ☐ Builder’s Risk
f. ☐ Boiler and Machinery
g. ☐ Loss of Use Insurance
h. ☐ Pollution Liability
i. ☐ Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof of Insurance:
1) Each insurance policy required by the insurance provisions of this
Contract shall provide the required coverage and shall not be suspended,
voided or canceled except after thirty (30) days prior written notice has been
given to the County, except when cancellation is for non-payment of
premium, then ten (10) days prior notice may be given. Such notice shall
be emailed directly to Procurement@pitkincounty.com. If the insurance
carrier will not provide the required notice, the Consultant/Contractor and
or its insurance broker shall notify the County of any cancellation, or
reduction in coverage or limits of any insurance within seven (7) days of
receipt of insurers’ notification to that effect. Simultaneously with the
Certificates of Insurance, the Contractor shall file with the Project Lead a
certified statement as to claims pending against the required coverages,
reserves established on account of such claims, defense costs expended and
amounts remaining on policy limits.
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2) In addition, these Certificates of Insurance shall contain the following
clauses:
a. The contractor’s insurance shall be primary and non-contributory with
any insurance or self-insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any
premiums or for assessments under any form of policy.
c. Any and all deductibles or self-insured retentions in the above-
described insurance policies shall be assumed by and be for the
amount of, and at the sole expense of the Contractor.
d. Location of operations shall be: “all operations and locations at which
work for the referenced Project is being done.”
3) Certificates of Insurance for all renewal policies shall be delivered to
the County’s Representative at least fifteen (15) days prior to a policy’s
expiration date except for any policy expiring on the expiration date of this
Contract or thereafter.
4) The County reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this
Contract.
XIV. Exemptions and Preferences. All purchases of construction or building or any other
materials for this Contract shall not include Federal Excise Taxes or Colorado State or
local sales or use taxes. Pitkin County is exempt from such taxes under registration
numbers 98-02624 and 84-78000-5k.
XV. Records. The Contractor shall maintain comprehensive, complete and accurate
books, records, and documents concerning its performance relating to this Contract for
a period of three (3) years after final payment under the Contract and the County shall
have the right within the three (3) year period to inspect and audit these books, records
and documents, upon demand, in a reasonable manner and at reasonable times, for the
purpose of determining, by accepted accounting and auditing standards, compliance
with all provisions of the Contract and applicable law.
XVI. Contract Made in Colorado. The parties agree that this Contract was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is
agreed to be exclusively in the courts of Pitkin County, Colorado.
XVII. Attorney’s Fees. In the event that legal action is necessary to enforce any of the
provisions of this Contract, the substantially prevailing party shall be entitled to its costs
and reasonable attorney’s fees.
XVIII. Governmental Immunity. Contractor agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this Contract, the monetary
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limitations or terms (presently $150,000 per person and $600,000 per occurrence) or
any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise
available to Pitkin County or any of its officers, agents or employees. Further, nothing
in this Contract shall be construed or interpreted to require or provide for indemnification
of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its
agent or employees.
XIX. Current Year Obligations. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only
currently budgeted expenditures of Pitkin County. Pitkin County’s obligations under
this Contract are subject to Pitkin County’s annual right to budget and appropriate the
sums necessary to provide the services set forth herein. No provisions of the Contract
shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond
the then current fiscal year of Pitkin County. No provision of the Contract shall be
construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other
financial obligation of Pitkin County within the meaning of any constitutional or
statutory debt limitation. This Contract shall not directly or indirectly obligate Pitkin
County to make any payments beyond those appropriated for Pitkin County’s then
current fiscal year. No provisions of this Contract shall be construed to pledge or create
a lien on any class or source of Pitkin County’s moneys, nor shall any provision of this
Contract restrict the future issuance of Pitkin County’s bonds or any obligations
payable from any class or source of Pitkin County’s money.
XX. Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be provided by electronic delivery to the e-mail addresses set forth below and
by one of the following methods 1) hand-delivery or 2) registered or certified mail,
postage pre-paid to the mailing addresses set forth below. Each party by notice sent
under this paragraph may change the address to which future notices should be sent.
Electronic delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the part of the sender. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process.
To Pitkin County:
Andrew Shewmaker
530 E Main St
Aspen, CO 81611
Email: andrew.shewmaker@pitkincounty.com
with copies to:
Pitkin County Attorney’s Office
530 E. Main St., Suite #301
Aspen, Colorado 81611
Email: Attorney@pitkincounty.com
To Contractor:
Carahsoft Technology Corporation
11493 Sunset Hills Road, Suite 100
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Reston, VA 20190
Phone: (703) 581-6727
Email: Meagan.Phillips@carahsoft.com
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IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein
above.
CARAHSOFT TECHNOLOGY Corporation
________________________________________________
!#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO
RECOMMENDED FOR APPROVAL:
_________________________________________________
!#DEPARTMENT REPRESENTATIVE#! Date
COUNTY MANAGER APPROVAL:
________________________________________________
!#COUNTY MANAGER#! Date
IT Process & Projects Manager
Andrew Shewmaker
Jul-22-2026
Senior Contracts Administrator
Madeline Hall
Jul-27-2026
Jul-29-2026
Ann Driggers
CFAO
PARTICIPATING ADDENDUM
to NASPO ValuePoint
Cloud Solutions
Administered by the State of Utah
with Carahsoft Technology Corporation
Master Agreement No. AR2472
And
1. PARTIES AND SCOPE
The State of Colorado
Contract # 139963
CMS# 139963
This Participating Addendum, including all of its attached exhibits and other documents
incorporated by reference (the "Participating Addendum"), is entered into by and between
Carahsoft Technology Corporation (the "Contractor"), and the State of Colorado (the "State").
This Participating Addendum covers participation in the Cloud Solutions Master Agreement led
by the State of Utah (the "Master Agreement"), for use by State agencies and other entities located
in Colorado which are authorized by law to utilize State contracts with the prior approval of the
State Purchasing Director. The specific Goods and Services provided under the Master Agreement
are listed in Exhibit C Products and Price List of this agreement.
2. PARTICIPATION
Agencies, political subdivisions and other entities (including cooperatives) authorized by the
State's statutes to use State contracts may make purchases under this Participating Addendum as
of its Effective Date. Issues of interpretation and eligibility for participation are solely within the
authority of the Chief Procurement Officer.
3. STATE MODIFICATIONS TO MASTER AGREEMENT AND APPLICABILITY
To the extent not modified by this Participating Addendum and all its exhibits, the Master
Agreement and all its terms and conditions shall apply to this Participating Addendum. If any term
of this Participating Addendum conflicts with the Master Agreement, then this Participating
Addendum shall control for all transactions between the State and the Contractor under this
Participating Addendum. All terms defined in the Master Agreement shall have the meaning given
to them in the Master Agreement, except for those terms specifically defined differently in this
Participating Addendum.
4. RESERVED
5. PRIMARY CONT ACTS AND PERSONNEL RESPONSIBILITIES
The primary contacts for this Participating Addendum are the individuals named in this section.
Either Party may change its primary contacts or primary contacts contact information by notice
submitted to the other party in writing no later than 5 days following the date on which the change
occurs, without a formal amendment to this Participating Addendum. The Contractor's primary
Conlract Number: 139963 Pagel of30 Version 122019
Attachment A
CMS# 139963
contact shall be ultimately responsible for ensuring that all Goods are delivered and all Services
are completed in accordance with this Participating Addendum.
Primary Contact for the State:
Greg Draughon
Colorado State Purchasing & Contracts Office
1525 Shennan Street, 3rd Floor
Denver, CO 80203
303-866-4552
Gregory. Draughon@state.co. us
Primary Contact for the Contractor:
Colby Bender
11493 Sunset Hills Road
Suite 100
Reston, VA 20190
703-889-9878
NASPO@Carahsoft.com
Each individual identified in this §5 of the Participating Addendum shall be the primary contact of
the designating Party. All notices required or permitted to be given under this Participating
Addendum shall be in writing and shall be delivered (A) by hand with receipt required, (B) by
certified or registered mail to such Party's primary contact at the address set forth above or (C) as
an email with read receipt requested to the primary contact at the email address, if any, set forth
above. If a Party delivers a notice to another through email and the email is undeliverable then,
unless the Party has been provided with an alternate email contact, the Party delivering the notice
shall deliver the notice by hand with receipt required or by certified or registered mail to such
Party's primary contact at the address set forth above. Unless otherwise provided in this
Participating Addendum, notices shall be effective upon delivery of the written notice.
In addition to the primary contact in this section, the Contractor shall also provide an individual
who is ultimately responsible for the creation and submission of the quarterly volume report
described in Exhibit A of this Participating Addendum. This individual, as named in this section,
shall ensure that all required quarterly volume reports are accurate and delivered by the appropriate
due date for that quarterly volume report. The Contractor may change this individual or their
contact information by notice submitted to the other party in writing no later than 5 days following
the date on which the change occurs, without a formal amendment to this Participating Addendum.
Individual Responsible for Quarterly Volume Report Creation and Submission:
6. SUBCONTRACTORS
The Contractor may only use Subcontractors, as defined in Exhibit A. §4.EE, under this
Participating Addendum if the State has provided written approval for the Contractor to use that
Subcontractor. All such approved Subcontractors authorized in the State of Colorado, as shown
on the dedicated Contractor website, are approved to provide sales and service support to the State
and any Purchasing Entity in the State. The Contractor's Subcontractor's participation shall be in
accordance with the terms and conditions set forth in the Master Agreement and this Participating
Addendum, as appropriate.
7. ORDERS
Any Order placed by a Purchasing Entity in the State of Colorado for a Good or Service available
under this Participating Addendum shall be deemed to be a sale (and governed by the prices and
Contract Number; 139963 Page 2 of30 Version 122019
Attachment A
CMS# 139963
other terms and conditions) under the Master Agreement and this Participating Addendum unless
the parties to the Order agree in writing that another contract or agreement applies to such Order
or the terms of that Order control to the extent that they conflict with the terms of the Master
Agreement or this Participating Addendum.
8. ORDER OF PRECEDENCE AND ATTACHED EXHIBITS
All of the exhibits listed in this section are attached to this Participating Addendum and are
incorporated herein by reference. In the event of a conflict or inconsistency between this
Participating Addendum and any exhibits or attachment such conflict or inconsistency shall be
resolved by reference to the documents in the following order of priority:
A. Colorado Special Provisions in §20 of Exhibit A, State Specific Terms
B. Exhibit D, Information Technology Specific Terms
C. The provisions of this Participating Addendum
D. All other sections of Exhibit A, State Specific Terms
E. Exhibit B Statement of Work
F. Exhibit C Products and Price List
Notwithstanding anything to the contrary herein, the State and Purchasing Entities shall not be
subject to any provision incorporated in any terms and conditions appearing on Contractor's or
Subcontractor's website, any provision incorporated into any click-through or online agreements,
or any provisions incorporated into any other document or agreement between the Parties that (i)
requires the State to indemnify or hold harmless Contractor or any other party, (ii) is in violation
of State law as, regulations, rules, fiscal rules, policies, or other State requirements as deemed
solely by the State or (iii) is contrary to any of the provisions incorporated into Exhibit A, §20 or
the main body of this Participating Addendum.
Contract Number: 139963 Page 3 of30 Version 122019
Attachment A
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT
CONTRACTOR
Carahsoft Technology Corporation
STATE OF COLORADO
Jared S. Polis, Governor
CMS# 139963
By: Kristina Smith
Title: Director of Contracts
Department of Personnel & Administration
State Purchasing and Contracts Office
Kara Veitch, Executive Director
Jt(~~ By:. __ ...._~-~-.::""""""'""'.>...:*~S-ig~n~a~tu~r~e..11......:.l,,,,-------
Date: ____;~:....,..:::,d-;...1.7..,,./..olll;a..ol!!ID _____ _
STATE OF COLORADO
Governor's Office of Information Technology
Theresa M. Szczurek PhD., Information Officer and Executive Director
By:,.//~
trt:aura Calder, Chief Financial Officer
Date: --=j'-+-'-rs.._\....,0:;.,,o:::;...._ ____ _
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
§24-30-202 C.R.S. requires the State Controller to approve all State Contracts. This Participating Addendum is not valid until signed
and dated below by the State Controller or an authorized delegate.
STATE CONTROLLER /1ib~rt Jaros, CP:'?/7
By:. ___ Gt...-,..,-~~-·~!v~A~~y..=::::~~-=~~-_
Name: c.+,A,;e :( Yv\, 1i<>c r1Sre n,
Date:
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Attachment A
PARTICIPATING ADDENDUM
EXHIBIT A
STATE SPECIFIC TERMS
CMS# 139963
1. AUTHORITY ............................................................................................................................ 5
2. PURPOSE .................................................................................................................................. 5
3. TERM ........................................................................................................................................ 5
4. DEFINITIONS .......................................................................................................................... 6
5. ST A TEMENT OF WORK ...................................................................................................... 10
6. PAYMENTS TO CONTRACTOR ......................................................................................... 10
7. PAYMENTS TO ST A TE ........................................................................................................ 12
8. REPORTING -NOTIFICATION ........................................................................................... 12
9. CONTRACTOR RECORDS ................................................................................................... 14
10. CONFIDENTIAL INFORMATION-ST A TE RECORDS ...................................................... 15
11. CONFLICTS OF INTEREST .................................................................................................. 16
12. INSURANCE .......................................................................................................................... 17
13. BREACH OF CONTRACT .................................................................................................... 19
14. REMEDIES ............................................................................................................................. 19
15. DISPUTE RESOLUTION ....................................................................................................... 21
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ........................................ 22
17. OBLIGATIONS AND RIGHTS IN THE EVENT OF TERMINATION OF ORDER OR
CONTRACT ............................................................................................................................ 23
18. STATEWIDE CONTRACT MANAGEMENT SYSTEM ..................................................... 24
19. GENERAL PROVISIONS ...................................................................................................... 24
20. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ....................... 27
EXHIBIT B ST A TEMENT OF WORK ................................................................................... B
EXHIBIT C PRODUCTS AND PRICE LIST ......................................................................... C
PARTICIPATING ADDENDUM EXHIBIT D, INFORMATION TECHNOLOGY
PROVISIONS ........................................................................................................................... D
1. AUTHORITY
Authority to enter into this Participating Addendum exists in the Colorado Procurement Code, §24-
102-202, C.R.S. and 1 CCR 101-9 R-24-102-202-01., and its associated rules.
2. PURPOSE
The Parties are entering into this Participating Addendum for the Contractor to provide ICloud
Solutions to Purchasing Entities. The Contractor was selected as a result of State Price Agreement.
3. TERM
A. Initial Term -Work Commencement
The Parties' respective performances under this Participating Addendum shall commence on
the Effective Date and shall be co-terminus with NASPO ValuePoint Master Agreement
AR24 72. Unless this Participating Addendum is terminated earlier, as described herein, or
the State cancels its participation as described in the Master Agreement (the "Term"), the
term of the Participating Addendum shall follow the Master Agreement initial term and will
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be automatically extended beyond the initial term if the Master Agreement term is extended
(See Section 3.B.).
B. Extension of Term
If the term ofNASPO ValuePoint Master Agreement is extended for any reason, the Term of
this Participating Addendum shall be automatically modified to account for that extension,
so long as such extension complies with the Colorado Procurement Code.
C. Order Term
Orders may only be placed prior to the expiration or earlier termination of this Participating
Addendum, but may have a delivery date or performance period that extends no longer than
120 calendar days following that expiration or earlier termination date. Regardless of
whether this Participating Addendum has expired or has been terminated, the Contractor shall
comply with all Orders that extend past the expiration or termination, as described in this
section, and all requirements of this Participating Addendum necessary to complete
outstanding Orders shall survive the expiration or termination of this Participating Addendum
until all Orders are complete.
D. Early Termination in the Public Interest
The State is entering into this Participating Addendum to serve the public interest of the State
of Colorado as determined by its Governor, General Assembly, or Courts. A determination
that this Contract should be terminated in the public interest shall not be equivalent to a State
right to terminate for convenience. This subsection shall not apply to a termination of this
Participating Addendum by the State for breach by Contractor, which shall be governed by
§14.A.i.
i. Method and Content
The State shall notify Contractor of such termination in accordance with §5 of this
Participating Addendum. The notice shall specify the effective date of the termination
and whether it affects all or a portion of this Participating Addendum, and shall include,
to the extent practicable, the public interest justification for the termination.
ii. Obligations and Rights
Upon receipt of notice for termination in the public interest, Contractor shall be subject
to the rights and obligations set forth in §14.A.i.a
m. Payments
If the State terminates this Participating Addendum in the public interest, the
Purchasing Entities shall pay Contractor according to their orders with the Contractor.
The sum of any and all payments shall not exceed the maximum amount payable to
Contractor under each order.
4. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Administration Fee" means the fee that is due to the State for the administration of this
Participating Addendum, as described in §7. A. of this Exhibit A.
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B. "Breach of Contract" means the failure of a Party to perform any of its obligations in
accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The
institution of proceedings under any bankruptcy, insolvency, reorganization or similar law,
by or against Contractor, or the appointment of a receiver or similar officer for Contractor or
any of its property, which is not vacated or fully stayed within thirty (30) days after the
institution of such proceeding, shall also constitute a breach. If Contractor is debarred or
suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such
debarment or suspension shall constitute a breach.
C. "Business Day" means any day in which the State is open and conducting business, but shall
not include Saturday, Sunday or any day on which the State observes one of the holidays
listed in §24-11-101(1), C.R.S.
D. "Ceiling Price" means the maximum price a Contractor or a Subcontractor may charge for
a Good or Service under this Participating Addendum.
E. "Chief Procurement Officer" means the individual to whom the Executive Director of the
Department of Personnel & Administration has delegated his or her authority pursuant to
§24-102-202, C.R.S. to procure or supervise the procurement of all supplies and services
needed by the state.
F. "CJI" means criminal justice information collected by criminal justice agencies needed for
the performance of their authorized functions, including, without limitation, all information
defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of
Investigation, Criminal Justice Information Services Security Policy, as amended, and all
Criminal Justice Records as defined under §24-72-302, C.R.S.
G. "Confidential Information" means any and all information that is normally considered
confidential in nature, and includes, but is not limited to, all State Records not subject to
disclosure under the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S. ("CORA").
H. "Contract" means this Participating Addendum, including all attached Exhibits, all
documents incorporated by reference, all referenced statutes, rules and cited authorities, and
any future modifications thereto.
I. "Contract Funds" means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by a Purchasing Entity for Orders placed under this
Participating Addendum.
J. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S.
K. "Deliverable" means the outcome to be achieved or output to be provided, in the form of a
tangible object or software that is produced as a result of Contractor's Work that is intended
to be delivered to the State by Contractor.
L. "Effective Date" means the date Contract is signed by the State Controller or their designee.
M. "Environmentally Preferable Products" means products that have a lesser or reduced
adverse effect on human health and the environment when compared with competing
products that serve the same purpose, as defined in §24-103-904, C.R.S.
N. "Effective Date" means the date on which this Participating Addendum is approved and
signed by the Colorado State Controller or designee, as shown on the Signature Page for this
Participating Addendum. If this Contract is for a Major Information Technology Project, as
defined in §24-37.5-102(2.6), C.R.S., then the Effective Date of this Contract shall be the
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later of the date on which this Contract is approved and signed by the State's Chief
Infonnation Officer or authorized delegate or the date on which this Contract is approved and
signed by the State Controller or authorized delegate, as shown on the Signature Page for this
Contract.
0. "Exhibits" means the following exhibits attached to this Contract:
1. Exhibit A, State Specific Tenns.
ii. Exhibit B, Statement of Work.
111. Exhibit C, Products and Price List
1v. Exhibit D, OIT tenns and conditions
P. "Extension Term" means the time period defined in §3. B.
Q. "Goods" means any movable material acquired, produced, or delivered by Contractor as set
forth in this Participating Addendum and shall include any movable material acquired,
produced, or delivered by Contractor in connection with the Services.
R. "Incident" means any accidental or deliberate event that results in or constitutes an imminent
threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of
any communications or infonnation resources of the State, which are included as part of the
Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation
(i) successful attempts to gain unauthorized access to a State system or State Infonnation
regardless of where such infonnation is located; (ii) unwanted disruption or denial of service;
(iii) the unauthorized use of a State system for the processing or storage of data; or (iv)
changes to State system hardware, finnware, or software characteristics without the State's
knowledge, instruction, or consent.
S. "Initial Term" means the time period defined in §3.A of this Exhibit A.
T. "Order" means any delivery order, purchase order, contract, agreement or other binding
document used by a Purchasing Entity to order the Goods and Services described in this
Participating Addendum from the Contractor, and shall include any modification to such a
document.
U. "Party" means the State or Contractor, and "Parties" means both the State and Contractor.
V. "Purchasing Entity" means any entity or organization that has been authorized by the State
to place Orders with the Contractor, and may include, without limitation, agencies of the
State, government supported institution of higher education within the State, political
subdivisions of the State, authorized non-profit organizations and other authorized entities.
W. "PCI" means payment card infonnation including any data related to credit card holders'
names, credit card numbers, or the other credit card infonnation as may be protected by state
or federal law.
X. "PII" means personally identifiable infonnation including, without limitation, any
infonnation maintained by the State about an individual that can be used to distinguish or
trace an individual's identity, such as name, social security number, date and place of birth,
mother's maiden name, or biometric records; and any other infonnation that is linked or
linkable to an individual, such as medical, educational, financial, and employment
infonnation. PII includes, but is not limited to, all infonnation defined as personally
identifiable infonnation in §§24-72-50 I and 24-73-10 l, C.R.S.
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Y. "PHI" means any protected health information, including, without limitation any information
whether oral or recorded in any form or medium: (i) that relates to the past, present or future
physical or mental condition of an individual; the provision of health care to an individual;
or the past, present or future payment for the provision of health care to an individual; and
(ii) that identifies the individual or with respect to which there is a reasonable basis to believe
the information can be used to identify the individual. PHI includes, but is not limited to, any
information defined as Individually Identifiable Health Information by the federal Health
Insurance Portability and Accountability Act.
Z. "Services" means the services to be performed by Contractor as set forth in this Participating
Addendum, and shall include any services to be rendered by Contractor in connection with
the Goods.
AA. "State Confidential Information" means any and all State Records not subject to disclosure
under CORA. State Confidential Information shall include, but is not limited to, PII, PCI,
and State personnel records not subject to disclosure under CORA. State Confidential
Information shall not include information or data concerning individuals that is not deemed
confidential but nevertheless belongs to the State, which has been communicated, furnished,
or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA;
(ii) is already known to Contractor without restrictions at the time of its disclosure to
Contractor; (iii) is or subsequently becomes publicly available without breach of any
obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without
confidentiality obligations, by a third party who has the right to disclose such information;
or (v) was independently developed without reliance on any State Confidential Information.
BB. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13) (a), C.R.S.
CC. "State Fiscal Year" means a 12-month period beginning on July 1 of each calendar year and
ending on June 30 of the following calendar year. If a single calendar year follows the term,
then it means the State Fiscal Year ending in that calendar year.
DD. "State Records" means any and all State data, information, and records, regardless of
physical form, including, but not limited to, information subject to disclosure under CORA.
EE. "Subcontractor" means third-parties, if any, engaged by Contractor pursuant to § 19.B. to
aid in performance of the Work. The term "Subcontractor" includes, without limitation, any
dealers, distributors, partners or resellers engaged by the Contractor to perform the Work.
FF. "Tax Information" means federal and State of Colorado tax information including, without
limitation, federal and State tax returns, return information, and such other tax-related
information as may be protected by federal and State law and regulation. Tax Information
includes, but is not limited to all information defined as federal tax information in Internal
Revenue Service Publication 1075.
GG. "Work" means the Goods delivered and Services performed pursuant to this Contract.
HH. "Work Product" means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work
Product" does not include any material that was developed prior to the Effective Date that is
used, without modification, in the performance of the Work.
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Any other term used in this Participating Addendum that is defined in an Exhibit shall be construed
and interpreted as defined in that Exhibit.
5. STATEMENT OF WORK
Contractor shall complete the Work as described in this Participating Addendum and in accordance
with the provisions of Exhibits A, B, and C and with any Purchasing Entity's Order. Contractor
personnel shall work cooperatively with State and Purchasing Entity staff to ensure the completion
of the Work.
A. Ordering and Order Fulfillment
1. Ordering
a. Contractor shall provide a complete and accurate Internal Revenue Service form
W9 to the State prior to accepting an Order from any Purchasing Entity. Upon a
request by a Purchasing Entity, Contractor shall provide a complete and accurate
Internal Revenue Service form W9 to that Purchasing Entity.
b. Each Purchasing Entity may complete an Order in accordance with its own rules
and policies, as available to Contractor, using the appropriate documentation for
that organization to issue an Order.
c. Contractor shall communicate directly with each Purchasing Entity related to that
Purchasing Entity's Orders.
d. Contractor shall ensure that all Orders it accepts have the proper information
contained in them for Contractor to be able to comply with all reporting
requirements of this Exhibit A.
e. If Contractor provides for Ordering through an internet-based portal or electronic
catalog, Contractor shall maintain all of Contractor's necessary hardware,
software, backup-capacity and network connections required to operate that
internet-based portal or electronic catalog.
f. Contractor's internet-based portal and electronic catalogs shall clearly designate
that they are part of this Participating Addendum and shall have a link to the
State's price agreement web location, as determined by the State. Contractor shall
ensure that all Environmentally Preferable Products are clearly listed on internet-
based portal and electronic catalogs.
g. If Contractor provides an internet-based portal or electronic catalog, Contractor
shall also provide paper catalogs or catalogs on other digital media upon request
by a Purchasing Entity.
h. If Contractor's catalog will be either hosted on or accessed through the State's
eCommerce system, when available, then Contractor shall comply with all
policies, procedures and directions from the State in relation to hosting its catalog
on or making its catalog accessible through that system. Contractor shall ensure
that all information made available through the State's eCommerce system is
accurate and complies with this Participating Addendum.
6. PAYMENTS TO CONTRACTOR
A. Payments Under Orders
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1. Contractor shall allow the State and Purchasing Entities to use a procurement card or
other credit card to make payments under any Order, in addition to any other payment
procedure available to the State or Purchasing Entity.
11. The State shall not pay any amount to Contractor under this Participating Addendum
unless the State issues an Order, at which time it shall pay Contractor in accordance
with that Order. The State shall not be responsible for payment under any Order that is
issued by a Purchasing Entity that is not the State, and the Contractor shall seek no
payment or other compensation from the State for any Work performed under any Order
issued by a Purchasing Entity that is not the State.
B. Payment Procedures
1. Invoices
Contractor shall invoice each Purchasing Entity in accordance with that Purchasing
Entity's Order. Contractor shall not invoice the State under any Order unless the State
issued that Order. Contractor shall allow 45 days for the State and Purchasing Entities
to pay an invoice following the receipt of the invoice, unless the State or a Purchasing
Entity specifically agrees to a shorter time in an Order. State law and regulations
provide that State payments made within 45 days are not considered delinquent, and
unless otherwise agreed, State Purchasing Entities will pay interest on any unpaid
balance beginning on the 45th day at the rate of 1 % per month until paid in full;
provided, however, that interest shall not accrue on unpaid amounts that are the subject
of a good faith dispute regarding the obligation to pay all or a portion of the liability.
Contractor shall invoice State Ordering Entities separately for accrued interest on
delinquent amounts due. The billing shall reference the delinquent payment, the number
of day's interest to be paid, and the applicable interest rate. (§ 24-30-202(24), C.R.S.,
as amended.)
ii. Payment Disputes
Unless different procedures are specified in an Order, if Contractor disputes any
calculation, determination or amount of any payment, Contractor shall notify the
Purchasing Entity issuing the Order in writing of its dispute within 30 days following
the earlier to occur of Contractor's receipt of the payment or notification of the
determination or calculation of the payment by that Purchasing Entity. The Purchasing
Entity will review the information presented by Contractor and may make changes to
its determination based on this review. The calculation, determination or payment
amount that results from the Purchasing Entity's review shall not be subject to
additional dispute under this subsection. No payment subject to a dispute under this
subsection shall be due until after the Purchasing Entity has concluded its review, and
the Purchasing Entity shall not pay any interest on any amount during the period it is
subject to dispute under this subsection.
iii. Available Funds-Contingency-Termination of Order
Purchasing Entities, except for authorized non-profit entities, are prohibited by law
from making commitments beyond the term of the current Purchasing Entity's Fiscal
Year. Payment to Contractor beyond the current Purchasing Entity's Fiscal Year is
contingent on the appropriation and continuing availability of Contract Funds in any
subsequent year (See Colorado Special Provision). If federal funds, non-State funds or
funds from any other source constitute all or some of the Contract Funds, the Purchasing
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Entity's obligation to pay Contractor shall be contingent upon such funding continuing
to be made available for payment. Orders under this Participating Addendum shall be
made only from Contract Funds, and the Purchasing Entity's liability for such payments
shall be limited to the amount remaining of such Contract Funds. If State, federal or
other Purchasing Entity funds are not appropriated, or otherwise become unavailable to
fund an Order under this Participating Addendum, the Purchasing Entity may, upon
written notice, terminate the Order, in whole or in part, without incurring further
liability. The Purchasing Entity shall, however, remain obligated to pay for Services
and Goods that are delivered and accepted prior to the effective date of notice of
termination of Order. A State Purchasing Entity Order termination shall otherwise be
treated as if the Order was terminated in the public interest as described in §3. D. of this
Exhibit A.
The Purchasing Entity may effect such termination by giving Contractor a written
notice of termination, to the Contractor's primary contact in accordance with §5 of the
Participating Addendum, and by paying to Contractor any amounts which are due and
have not been paid through the last day of the Fiscal Year for which appropriated funds
are available. The Purchasing Entity shall endeavor to give notice of such termination
not less than 30 days prior to the day of non-availability of funds, and shall notify
Contractor of any anticipated termination.
1v. Discount and Delinquency Period
Any applicable cash discount period or delinquency period for the amounts shown on
an invoice shall begin on the date the Purchasing Entity's approves of the invoice, or
from the date of receipt of acceptable Goods or Services at the specified destination by
an authorized Purchasing Entity representative, whichever is later.
7. PAYMENTS TO STATE
Administrative Fees
A. Each State Fiscal Year quarter, Contractor shall, using a form as directed by the State,
calculate an Administrative Fee equal to l % of the total sales made under Orders during that
State Fiscal Year quarter. Contractor shall pay the State the Administrative Fee for each State
Fiscal Year quarter within 45 days following the end of that State Fiscal Year quarter.
B. Contractor shall remit all administrative fees to the State's primary contact identified in §5
of the Participating Addendum and with the payee as "State of Colorado".
8. REPORTING -NOTIFICATION
A. Volume Reporting
The State will use a centralized method of tracking volume. Contractor shall provide a
quarterly volume report to the State's primary contact identified in §5 of this Participating
Addendum within 30 calendar days following the end of the State Fiscal Year quarter that
the report covers. The quarterly volume report shall be submitted in a form as directed by
the State, which may be modified by the State from time to time. The quarterly volume report
shall contain, at a minimum, all of the following:
1. A summary volume report that includes, but is not limited to, all of the following for
the quarter that the report covers:
a. The total spent by each type of Purchasing Entity under this Participating
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Addendum.
b. The total of the list cost of all items purchased by each type of Purchasing Entity
under this Participating Addendum.
c. The total estimated cost savings for each type of Purchasing Entity under this
Participating Addendum, calculated as the total list cost of all items purchased by
each type of Purchasing Entity minus the total spent for that type of Purchasing
Entity.
d. The total paid with a procurement card or credit card for each Purchasing Entity
under this Participating Addendum.
e. The total sales of environmentally preferable products, as defined in the State's
Environmentally Preferable Purchasing Policy, for each Purchasing Entity under
this Participating Addendum.
f. The amount of the total administrative fee due to the State.
g. Any additional summary information as requested by the State.
11. A detail report that includes, but is not limited to, all of the following for each sale that
occurred during the quarter that the report covers:
a. The name of the Purchasing Entity who the sale was made to.
b. The date of the sale.
c. A listing of each item purchased in the sale, including the name of the item, the
quantity of the item, the unit price for the item, the extended cost for the item
calculated by multiplying the unit price by the quantity, the list price per unit for
the item, the extended list cost for the item calculated by multiplying the quantity
by the list price, and the savings on the item calculated by subtracting the extended
cost from the extended list cost.
d. Any other detail information as requested by the State.
8. Additional Operational Reporting
Upon request by the State, the Contractor shall provide operational reporting that include all
detailed and summary transaction, historical or payment information related to the State or
any of the Participating Entities as requested by the State. The Contractor shall provide all
such additional reports within 10 Business Days following the State's request for that
information, unless the State agrees to a longer period of time in writing.
C. Environmentally Preferable Product Reporting
Upon request by the State, the Contractor shall provide detailed reporting on environmentally
preferable products, as defined in the State's Environmentally Preferable Purchasing Policy
that are purchased or made available under this Participating Addendum. The State and the
Contractor shall agree upon the scope and detail of such reports. The Contractor shall provide
all such additional reports within 10 Business Days following the State's request for that
information, unless the State agrees to a longer period of time in writing.
D. Litigation Reporting
If Contractor is served with a pleading or other document in connection with an action before
a court or other administrative decision making body, and such pleading or document relates
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to this Participating Addendum or may affect Contractor's ability to perform its obligations
under this Participating Addendum, Contractor shall, within 10 days after being served, notify
the State of such action and deliver copies of such pleading or document to the State's primary
contact identified in §5 of the Participating Addendum .
E. Performance Outside the State of Colorado or the United States, §24-102-206, C.R.S.
To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor
shall provide written notice to the State's primary contact in accordance with §5 of the
Participating Addendum and in a form designated by the State, within 20 days following the
earlier to occur of Contractor's decision to perform Services outside of the State of Colorado
or the United States, or its execution of an agreement with a Subcontractor to perform
Services outside the State of Colorado or the United States. Such notice shall specify the type
of Services to be performed outside the State of Colorado or the United States and the reason
why it is necessary or advantageous to perform such Services at such location or locations,
and such notice shall be a public record. Knowing failure by Contractor to provide notice to
the State under this section shall constitute a breach of this Participating Addendum. This
section shall not apply if the Participating Addendum Funds include any federal funds.
9. CONTRACTOR RECORDS
A. Maintenance
Contractor shall maintain a file of all documents, records, communications, notes and other
materials relating to the Work (the "Contractor Records") performed by the Contractor and
any Subcontractors, that are required to ensure proper performance of that Work. Contractor
shall maintain Contractor Records until the last to occur of: (i) the date three years after the
date this Participating Addendum expires or is terminated, (ii) final payment under this
Participating Addendum is made, (iii) the resolution of any pending Contract matters, or (iv)
if an audit is occurring, or Contractor has received notice that an audit is pending, the date
such audit is completed and its findings have been resolved (the "Record Retention Period").
B. Inspection
Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe
Contractor Records during the Record Retention Period. Contractor shall make Contractor
Records available during normal business hours at Contractor's office or place of business,
or at other mutually agreed upon times or locations, upon no fewer than two Business Days'
notice from the State, unless the State determines that a shorter period of notice, or no notice,
is necessary to protect the interests of the State.
C. Monitoring
The State, in its discretion, may monitor Contractor's performance of its obligations under
this Participating Addendum using procedures as determined by the State. The State shall
monitor Contractor's performance in a manner that does not unduly interfere with
Contractor's performance of the Work.
D. Final Audit Report
Contractor shall promptly submit to the State a copy of any final audit report of an audit
performed on Contractor's records that relates to or affects this Participating Addendum or
the Work, whether the audit is conducted by Contractor or a third party.
E. Periodic Business Reviews
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1. The State may schedule periodic business reviews to review Contractor's performance
under this Participating Addendum.
11. Contractor shall ensure personnel assigned to the Participating Addendum are available
for these meetings with the State as scheduled by the State.
111. Contractor's primary contact designated in §5 of this the Participating Addendum shall
be available for all regularly scheduled meetings between Contractor and the State,
unless the State has granted prior, written approval otherwise.
10. CONFIDENTIAL INFORMATION-ST A TE RECORDS
A. Confidentiality
Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State
Records, unless those State Records are publicly available. Contractor shall not, without prior
written approval of the State, use, publish, copy, disclose to any third party, or permit the use
by any third party of any State Records, except as otherwise stated in this Participating
Addendum, permitted by law or approved in Writing by the State. Contractor shall provide
for the security of all State Confidential Information in accordance with all policies
promulgated by the Colorado Office of Information Security and all applicable laws, rules,
policies, publications, and guidelines. If Contractor or any of its Subcontractors will or may
receive the following types of data, Contractor or its Subcontractors shall provide for the
security of such data according to the following: (i) the most recently promulgated IRS
Publication 1075 for all Tax Information and in accordance with the Safeguarding
Requirements for Federal Tax Information attached to this Contract as an Exhibit, if
applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security
Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department
of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security
Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act
for all PHI and the HIP AA Business Associate Agreement attached to this Contract , if
applicable .. Contractor shall immediately forward any request or demand for State Records
to the State's primary contact as identified in §5 of the Participating Addendum.
B. Other Entity Access and Nondisclosure Agreements
Contractor may provide State Records to its agents, employees, assigns and Subcontractors
as necessary to perform the Work, but shall restrict access to State Confidential Information
to those agents, employees, assigns and Subcontractors who require access to perform their
obligations under this Participating Addendum. Contractor shall ensure all such agents,
employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions
at least as protective as those in this Participating Addendum, and that the nondisclosure
provisions are in force at all times the agent, employee, assign or Subcontractor has access to
any State Confidential Information. Contractor shall provide copies of those signed
nondisclosure provisions to the State upon execution of the nondisclosure provisions.
C. Use, Security, and Retention
Contractor shall use, hold and maintain State Confidential Information in compliance with
all applicable laws and regulations in facilities located within the United States, and shall
maintain a secure environment that ensures confidentiality of all State Confidential
Information wherever located. Contractor shall provide the State with access, subject to
Contractor's reasonable security requirements, for purposes of inspecting and monitoring
access and use of State Confidential Information and evaluating security control
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effectiveness. Upon the expiration or termination of this Participating Addendum, Contractor
shall return State Records provided to Contractor or destroy such State Records and certify
to the State that it has done so, as directed by the State. If Contractor is prevented by law or
regulation from returning or destroying State Confidential Information, Contractor warrants
it will guarantee the confidentiality of, and cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Contractor becomes aware of any Incident, it shall notify the State immediately and
cooperate with the State regarding recovery, remediation, and the necessity to involve law
enforcement, as determined by the State. Unless Contractor can establish that neither
Contractor nor any of Contractor's agents, employees, assigns or Subcontractors are the cause
or source of the Incident, Contractor shall be responsible for the cost of notifying each person
who may have been impacted by the Incident. After an Incident, Contractor shall take steps
to reduce the risk of incurring a similar type of Incident in the future as directed by the State,
which may include, but is not limited to, developing and implementing a remediation plan
that is approved by the State at no additional cost to the State. The State may adjust or direct
modifications to this plan in its sole discretion, and Contractor shall make all modifications
as directed by the State. If Contractor cannot produce its analysis and plan within the allotted
time, the State, in its sole discretion, may perform such analysis and produce a remediation
plan, and Contractor shall reimburse the State for the actual costs thereof. The State may, in
its sole discretion and at Contractor's sole expense, require Contractor to engage the services
of an independent, qualified, State-approved third party to conduct a security audit.
Contractor shall provide the State with the results of such audit and evidence of Contractor's
planned remediation in response to any negative findings.
E. Data Protection and Handling
Contractor shall ensure that all State Records and Work Product in the possession of
Contractor or any Subcontractors are protected and handled in accordance with the
requirements of this Contract, including the requirements of any Exhibits hereto, at all times.
F. Safeguarding PII
If Contractor or any of its Subcontractors will or may receive PII under this Contract,
Contractor shall provide for the security of such PII, in a manner and form acceptable to the
State, including, without limitation, State non-disclosure requirements, use of appropriate
technology, security practices, computer access security, data access security, data storage
encryption, data transmission encryption, security inspections, and audits. Contractor shall
be a "Third-Party Service Provider" as defined in §24-73-103(1) (i), C.R.S. and shall
maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S.
11. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Contractor shall not engage in any business or activities, or maintain any relationships that
conflict in any way with the full performance of the obligations of Contractor under this
Participating Addendum. Such a conflict of interest would arise when a Contractor or
Subcontractor's employee, officer or agent were to offer or provide any tangible personal
benefit to an employee of the State, or any member of his or her immediate family or his or
her partner, related to the award of, entry into or management or oversight of this
Participating Addendum.
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B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Participating Addendum, even the
appearance of a conflict of interest shall be harmful to the State's interests. Absent the State's
prior written approval, Contractor shall refrain from any practices, activities or relationships
that reasonably appear to be in conflict with the full performance of Contractor's obligations
under this Participating Addendum.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a
conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a
disclosure statement setting forth the relevant details for the State's consideration. Failure to
promptly submit a disclosure statement or to follow the State's direction about the actual or
apparent conflict constitutes a breach of this Participating Addendum.
D. Contractor acknowledges that all State employees are subject to the ethical principles
described in § 24-18-105, C.R.S. Contractor further acknowledges that State employees may
be subject to the requirements of§ 24-18-105, C.R.S. with regard to this Contract. For the
avoidance of doubt, an actual or apparent conflict of interest shall exist if Contractor employs
or contracts with any State employee, any former State employee within six months following
such employee's termination of employment with the State, or any immediate family member
of such current or former State employee. Contractor shall provide a disclosure statement as
described in §9.C. no later than ten days following entry into a contractual or employment
relationship as described in this section. Failure to timely submit a disclosure statement shall
constitute a Breach of Contract. Contractor may also be subject to such penalties as are
allowed by law.
12. INSURANCE
Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain,
insurance as specified in this section at all times during the term of this Participating Addendum
and until all orders for goods or Services or both have been delivered and accepted, regardless of
whether this Participating Addendum has expired or has been terminated. All insurance policies
required by this Participating Addendum shall be issued by insurance companies as approved by
the State.
A. Workers' Compensation
Workers' Compensation insurance as required by state statute, and employers' liability
insurance covering all Contractor or Subcontractor employees acting within the course and
scope of their employment. Insurance must stay in place and in effect even if the contract
terms expires, until all product or tenns of the contract are completed and satisfied up to 120
days after contract tenn expires.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
1. $1,000,000 each occurrence;
ii. $2,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
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iv. $50,000 any one fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non-owned
autos) with a minimum limit of $1,000,000 each accident combined single limit.
D. Cyber/Network Security and Privacy Liability
Liability insurance covering civil, regulatory, and statutory damages, contractual damages,
data breach management exposure, and any loss of income or extra expense as a result of
actual or alleged breach, violation or infringement of right to privacy, consumer data
protection law, confidentiality or other legal protection for personal information, as well as
State Confidential Information with minimum limits as follows:
i. $1,000,000 each occurrence; and
11. $2,000,000 general aggregate.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
1. $1,000,000 each occurrence; and
11. $1,000,000 general aggregate.
E. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
1. $1,000,000 each occurrence; and
11. $1,000,000 general aggregate.
F. Additional Insured
The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed
operations) required of Contractor and Subcontractors.
G. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary over any insurance
or self-insurance program carried by Contractor or the State.
H. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-
renewal, except for cancellation based on non-payment of premiums, without at least 30 days
prior notice to Contractor and Contractor shall forward such notice to the State in accordance
with §5 of the Participating Addendum within 7 days of Contractor's receipt of such notice.
I. Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in relation
to this Participating Addendum shall include clauses stating that each carrier shall waive all
rights of recovery under subrogation or otherwise against Contractor or the State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
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J. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity
Act, §§24-IO-l 0 1, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of the
liability insurance requirements stated above, at all times during the term of this Participating
Addendum such liability insurance, by commercial policy or self-insurance, as is necessary
to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning
of the GIA, Contractor shall ensure that the Subcontractor maintain at all times during the
terms of this Participating Addendum, in lieu of the liability insurance requirements stated
above, such liability insurance, by commercial policy or self-insurance, as is necessary to
meet the Subcontractor's obligations under the GIA.
K. Certificates
Contractor shall provide to the State certificates evidencing Contractor's insurance coverage
required in this Participating Addendum within seven Business Days following the Effective
Date. Contractor shall provide to the State certificates evidencing Subcontractor insurance
coverage required under this Participating Addendum within seven Business Days following
the Effective Date, except that, if Contractor's subcontract is not in effect as of the Effective
Date, Contractor shall provide to the State certificates showing Subcontractor insurance
coverage required under this Participating Addendum within seven Business Days following
Contractor's execution of the subcontract. No later than 15 days before the expiration date of
Contractor's or any Subcontractor's coverage, Contractor shall deliver to the State certificates
of insurance evidencing renewals of coverage. At any other time during the term of this
Participating Addendum, upon request by the State, Contractor shall, within seven Business
Days following the request by the State, supply to the State evidence satisfactory to the State
of compliance with the provisions of this §12.
13. BREACH OF CONTRACT
In the event of a Breach of Contract, the aggrieved Party shall give written notice of breach
to the other Party. If the notified Party does not cure the Breach of Contract, at its sole
expense, within 30 days after the delivery of written notice, the Party may exercise any of the
remedies as described in §14 for that Party. Notwithstanding any provision of this
Participating Addendum to the contrary, the State, in its discretion in order to protect the
public interest of the State, need not provide notice or a cure period and may immediately
terminate this Participating Addendum in whole or in part or institute any other remedy in
this Participating Addendum; or if Contractor is debarred or suspended under §24-109-105,
C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate
this Contract in whole or in part or institute any other remedy in this Contract as of the date
that the debarment or suspension takes effect.
14. REMEDIES
A. State's Remedies
If Contractor is in breach under any provision of this Participating Addendum and fails to
cure such breach, the State, following the notice and cure period set forth in § 13, shall have
all of the remedies listed in this section in addition to all other remedies set forth in this
Participating Addendum or at law. The State may exercise any or all of the remedies available
to it, in its discretion, concurrently or consecutively.
1. Termination for Breach
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In the event of Contractor's uncured breach, the State may tenninate this entire
Participating Addendum or any part of this Participating Addendum. Contractor shall
continue performance of this Participating Addendum to the extent not terminated, if
any.
If after termination by the State, the State agrees that Contractor was not in breach or
that Contractor's action or inaction was excusable, such termination shall be treated as
a tennination in the public interest, and the rights and obligations of the Parties shall be
as if this Participating Addendum had been terminated in the public interest under §3.
D.
11. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
a. Suspend Performance
Suspend Contractor's performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Contractor to
an adjustment in price or cost or an adjustment in the performance schedule.
Contractor shall promptly cease performing Work and incurring costs in
accordance with the State's directive, and neither the State nor any Purchasing
Entity shall be liable for costs incurred by Contractor after the suspension of
performance.
b. Removal
Demand immediate removal of any of Contractor's employees, agents, or
Subcontractors from the Work whom the State deems incompetent, careless,
insubordinate, unsuitable, or otherwise unacceptable or whose continued relation
to this Participating Addendum is deemed by the State to be contrary to the public
interest or the State's best interest.
c. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any
Work is likely to infringe, a patent, copyright, trademark, trade secret or other
intellectual property right, Contractor shall, at the option of and as approved by
the State or Purchasing Entity (i) secure that right to use such Work for the State,
Purchasing Entity and Contractor; (ii) replace the Work with noninfringing Work
or modify the Work so that it becomes noninfringing; or, (iii) remove any
infringing Work and refund the amount paid for such Work to the Purchasing
Entity.
B. Contractor's Remedies
If the State is in breach of any provision of this Participating Addendum and does not cure
such breach, Contractor, following the notice and cure period in §13 and the dispute
resolution process in §15 shall have all remedies available at law and equity. If a Purchasing
Entity is in breach of a provision of an Order, Contractor shall have all remedies available to
it under that Order and available at law and equity.
C. Purchasing Entity's Remedies
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i. If Contractor is in breach under any provision of an Order by a Purchasing Entity, the
Purchasing Entity shall have all of the remedies listed in that Order, all remedies listed
in §14. A. ii above, all remedies listed here in §14.C and all other remedies available
by law or equity. The Purchasing Entity may exercise any or all of the remedies
available to it, in its discretion, concurrently or consecutively.
ii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because
of Contractor's breach of that Order, Contractor shall provide notice to the State of that
breach or termination within five Business Days following Contractor's receipt of that
notice of breach or termination.
111. Payments and Damages
a. Notwithstanding anything to the contrary, Purchasing Entities shall only pay
Contractor for accepted Work received as of the date of termination. A Purchasing
Entity may withhold any amount that may be due Contractor as the Purchasing
Entity deems necessary until Contractor corrects its Work or to protect itself
against loss including, without limitation, loss as a result of outstanding liens and
costs incurred by the Purchasing Entity in procuring from third parties
replacement Work as cover.
b. Notwithstanding any other remedial action by the State, Contractor shall remain
liable to the State or appropriate Purchasing Entity for any damages sustained by
the State or Purchasing Entity in connection with any breach by Contractor, and
the Purchasing Entity may withhold payment to Contractor for the purpose of
mitigating the Purchasing Entity's damages.
A Purchasing Entity may deny payment to Contractor for Work not performed, or that
due to Contractor's actions or inactions, cannot be performed or if they were performed
are reasonably of no value to the state; provided, that any denial of payment shall be
equal to the value of the obligations not performed.
15. DISPUTE RESOLUTION
A. Order Disputes, Termination and Resolution
1. If a dispute related to an Order arises between Contractor and a Purchasing Entity,
Contractor shall meet with the Purchasing Entity to attempt to resolve the issue. If
Contractor is unable to resolve the issue with the Purchasing Entity, then Contractor
may request assistance from the State by submitting a request in writing, which includes
the pertinent information about the dispute and the assistance sought by Contractor, in
accordance with §5 of the Participating Addendum. Nothing in this section shall be
interpreted as limiting the rights or obligations of Contractor, the State or any
Purchasing Entity under this Contract of any Order.
ii. A Purchasing Entity may terminate an Order if it determines that Contractor was in
breach of that Order. Termination of an Order shall not terminate any other Order or
this Participating Addendum.
m. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because
of Contractor's breach of that Order, Contractor shall provide notice to the State of that
breach or termination within five Business Days following Contractor's receipt of that
notice of breach or termination.
B. Initial Resolution
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Except as herein specifically provided otherwise, disputes concerning the performance of this
Participating Addendum which cannot be resolved by the designated Participating
Addendum primary contacts, as identified in §5 of the Participating Addendum, or through a
dispute on an Order shall be referred in writing to a senior departmental management staff
member designated by the State and a senior manager designated by Contractor for
resolution.
C. Resolution of Controversies arising under this Participating Addendum
If the initial resolution described in §15.B fails to resolve the dispute within 10 Business
Days, Contractor shall submit any alleged breach of this Participating Addendum by the State
to the Procurement Official of the State Purchasing and Contracts Office as described in in §24-
102-202 (3), C.R.S. for resolution in accordance with the provisions of §§24-109-101.1
through 24-109-505, C.R.S., (the "Resolution Statutes"), except that if Contractor wishes to
challenge any decision rendered by the Procurement Official, Contractor's challenge shall be
an appeal to the Executive Director of the Department of Personnel and Administration, or
their delegate, under the Resolution Statutes before Contractor pursues any further action as
permitted by such statutes. Except as otherwise stated in this Section, all requirements of the
Resolution Statutes shall apply including, without limitation, time limitations.
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Contractor assigns to the Purchasing Entity and its successors and assigns, the entire right,
title, and interest in and to all causes of action, either in law or in equity, for past, present, or
future infringement of intellectual property rights related to the Work Product and all works
based on, derived from, or incorporating the Work Product under an Order. Whether or not
Contractor is under contract with the State at the time, Contractor shall execute applications,
assignments, and other documents, and shall render all other reasonable assistance requested
by the State, to enable the Purchasing Entity to secure patents, copyrights, licenses and other
intellectual property rights related to the Work Product. To the extent that Work Product
would fall under the definition of "works made for hire" under 17 U .S.C.S. § 101, the parties
intend the Work Product to be a work made for hire.
i. Copyrights
To the extent that the Work Product (or any portion of the Work Product) would not be
considered works made for hire under applicable law, Contractor hereby assigns to the
Purchasing Entity, the entire right, title, and interest in and to copyrights in all Work
Product and all works based upon, derived from, or incorporating the Work Product;
all copyright applications, registrations, extensions, or renewals relating to all Work
Product and all works based upon, derived from, or incorporating the Work Product;
and all moral rights or similar rights with respect to the Work Product throughout the
world. To the extent that Contractor cannot make any of the assignments required by
this section, Contractor hereby grants to the Purchasing Entity a perpetual, irrevocable,
royalty-free license to use, modify, copy, publish, display, perform, transfer, distribute,
sell, and create derivative works of the Work Product created under that Purchasing
Entity's Order and all works based upon, derived from, or incorporating the Work
Product by all means and methods and in any format now known or invented in the
future. The Purchasing Entity may assign and license its rights under this license.
ii. Patents
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In addition, Contractor grants to the Purchasing Entity (and to recipients of Work
Product distributed by or on behalf of the State) a perpetual, worldwide, no-charge,
royalty-free, irrevocable patent license to make, have made, use, distribute, sell, offer
for sale, import, transfer, and otherwise utilize, operate, modify and propagate the
contents of the Work Product created under an Order. Such license applies only to
those patent claims licensable by Contractor that are necessarily infringed by the Work
Product alone, or by the combination of the Work Product with anything else used by
the Purchasing Entity.
m Assignments and Assistance
Whether or not Contractor is under contract with the State at the time, Contractor shall
execute applications, assignments, and other documents, and shall render all other
reasonable assistance requested by the State, to enable the State to secure patents,
copyrights, licenses, and other intellectual property rights related to the Work Product.
The Parties intend the Work Product to be works made for hire. Contractor assigns to
the State and its successors and assigns, the entire right, title, and interest in and to all
causes of action, either in law or in equity, for past, present, or future infringement of
intellectual property rights related to the Work Product and all works based on, derived
from, or incorporating the Work Product.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Participating Addendum, all State
Records, documents, text, software (including source code), research, reports, proposals,
specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings,
designs, models, surveys, maps, materials, ideas, concepts, know-how, and information
provided by or on behalf of the State to Contractor are the exclusive property of the State
(collectively, "State Materials". Contractor shall not use, willingly allow, cause or permit
Work Product or State Materials to be used for any purpose other than the performance of
Contractor's obligations in this Participating Addendum without the prior written consent of
the State. Upon termination of this Participating Addendum for any reason, Contractor shall
provide all Work Product and State Materials to the State in a form and manner as directed
by the State.
C. Exclusive Property of Contractor
Contractor retains the exclusive rights, title, and ownership to any and all pre-existing
materials owned or licensed to Contractor including, but not limited to, all pre-existing
software, licensed products, associated source code, machine code, text images, audio and/or
video, and third-party materials, delivered by Contractor under the Contract, whether
incorporated in a Deliverable or necessary to use a Deliverable (collectively, "Contractor
Property"). Contractor Property shall be licensed to the State as set forth in this Contract or a
State approved license agreement: (i) entered into as exhibits to this Contract; (ii) obtained
by the State from the applicable third-party vendor; or (iii) in the case of open source
software, the license terms set forth in the applicable open source license agreement.
17. OBLIGATIONS AND RIGHTS IN THE EVENT OF TERMINATION OF ORDER OR
CONTRACT
To the extent specified in any termination notice, Contractor shall not incur further
obligations or render further performance past the effective date of such notice, and shall
terminate outstanding orders and subcontracts with third parties. However, Contractor shall
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complete and deliver to Purchasing Entities all Work not cancelled by the termination notice,
and may incur obligations as necessary to do so within this Participating Addendum's terms.
At the request of the State, Contractor shall assign to the appropriate Purchasing Entity all of
Contractor's rights, title, and interest in and to such terminated orders or subcontracts. Upon
termination, Contractor shall take timely, reasonable and necessary action to protect and
preserve property in the possession of Contractor in which the appropriate Purchasing Entity
has an interest. At the State or Purchasing Entity's request, Contractor shall return materials
owned by the Purchasing Entity that Contractor possesses at the time of any termination.
Contractor shall deliver all completed Work Product to the appropriate Purchasing Entity at
the State or Purchasing Entity's request.
18. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either
on the Effective Date or at any time thereafter, this section shall apply. Contractor agrees to be
governed by and comply with the provisions of §§24-102-206, 24-106-103, 24-106-106, and 24-
106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of contract
information in the State's contract management system ("Contract Management System" or
"CMS"). Contractor's performance shall be subject to evaluation and review in accordance with
the terms and conditions of this Contract, Colorado statutes governing CMS, and State Fiscal Rules
and State Controller policies.
19. GENERAL PROVISIONS
A. Assignment
Contractor's rights and obligations under this Participating Addendum are personal and may
not be transferred or assigned without the prior, written consent of the State. Any attempt at
assignment or transfer without such consent shall be void. Any assignment or transfer of
Contractor's rights and obligations approved by the State shall be subject to the provisions of
this Participating Addendum.
B. Subcontracts
Contractor shall not enter into any subcontract in connection with its obligations under this
Contract without the prior, written approval of the State. Contractor shall submit to the State
a copy of each subcontract upon request by the State. All subcontracts entered into by
Contractor in connection with this Participating Addendum shall comply with all applicable
federal and state laws and regulations, shall provide that they are governed by the laws of the
State of Colorado, and shall be subject to all provisions of this Participating Addendum.
C. Binding Effect
Except as otherwise provided in §19.A., all provisions of this Participating Addendum,
including the benefits and burdens, shall extend to and be binding upon the Parties' respective
successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this
Participating Addendum and the performance of such Party's obligations have been duly
authorized.
E. Captions and References
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The captions and headings in this Participating Addendum are for convenience of reference
only, and shall not be used to interpret, define, or limit its provisions. All references in this
Participating Addendum to sections (whether spelled out or using the § symbol), subsections,
exhibits or other attachments, are references to sections, subsections, exhibits or other
attachments contained herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Participating Addendum may be executed in multiple, identical, original counterparts,
each of which shall be deemed to be an original, but all of which, taken together, shall
constitute the same agreement.
G. Entire Understanding
This Participating Addendum represents the complete integration of all understandings
between the Parties related to the Work, and all prior representations and understandings
related to the Work, oral or written, are merged into this Participating Addendum. Prior or
contemporaneous additions, deletions, or other changes to this Participating Addendum shall
not have any force or effect whatsoever, unless embodied herein.
H. Digital Signatures
If any signatory signs this agreement using a digital signature in accordance with the
Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of
digital signatures issued under the State Fiscal Rules, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Contract by reference.
I. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any
provision included in any terms, conditions, or agreements appearing on Contractor's or a
Subcontractor's website or any provision incorporated into any click-through or online
agreements related to the Work unless that provision is specifically referenced in this
Contract.
J. Modification
Except as otherwise provided in this Participating Addendum, any modification to this
Participating Addendum shall only be effective if agreed to in a formal amendment to this
Participating Addendum, properly executed and approved in accordance with applicable
Colorado State law and State Fiscal Rules. Modifications permitted under this Participating
Addendum, other than contract amendments, shall conform to the policies issued by the
Colorado State Controller.
K. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Participating Addendum to a statute, regulation, State Fiscal Rule, fiscal
policy or other authority shall be interpreted to refer to such authority then current, as may
have been changed or amended since the Effective Date of this Participating Addendum.
L. Severability
The invalidity or unenforceability of any provision of this Participating Addendum shall not
affect the validity or enforceability of any other provision of this Participating Addendum,
which shall remain in full force and effect, if the Parties can continue to perform their
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obligations under this Participating Addendum in accordance with the intent of this
Participating Addendum.
M. Survival of Certain Contract Terms
Any provision of this Participating Addendum that imposes an obligation on the Contractor
or a Purchasing Entity after termination or expiration of this Participating Addendum shall
survive the termination or expiration of this Participating Addendum and shall be enforceable
by the other Party.
N. Taxes
The State is exempt from federal excise taxes under LR.C. Chapter 32 (26 U.S.C., Subtitle
D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from
State and local government sales and use taxes under §§39-26-704( I), et seq., C.R.S.
(Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be
liable for the payment of any excise, sales, or use taxes, regardless of whether any political
subdivision of the State imposes such taxes on Contractor. Contractor shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that
Contractor may wish to have in place in connection with this Participating Addendum.
Contractor shall honor any tax exemption that any Purchasing Entity has, and shall not charge
any Purchasing Entity any excise, sales, or use taxes from which that Purchasing Entity is
exempt.
0. Third Party Beneficiaries
Except for a Purchasing Entity and/or the Parties' respective successors and assigns described
in §19.A, this Participating Addendum does not and is not intended to confer any rights or
remedies upon any person or entity other than the Parties. Enforcement of this Participating
Addendum and all rights and obligations hereunder are reserved solely to the Parties. Any
services or benefits which third parties receive as a result of this Participating Addendum are
incidental to this Participating Addendum, and do not create any rights for such third parties.
P. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Participating
Addendum, whether explicit or by lack of enforcement, shall not operate as a waiver, nor
shall any single or partial exercise of any right, power, or privilege preclude any other or
further exercise of such right, power, or privilege.
Q. CORA Disclosure
To the extent not prohibited by federal law, this Participating Addendum and the performance
measures and standards required under §24-106-107, C.R.S., if any, are subject to public
release through the CORA.
R. Standard and Manner of Performance
Contractor shall perform its obligations under this Participating Addendum in accordance
with the highest standards of care, skill and diligence in Contractor's industry, trade, or
profession.
S. Licenses, Permits, and Other Authorizations.
Contractor shall secure, prior to the Effective Date, and maintain at all times during the term
of this Participating Addendum, at its sole expense, all licenses, certifications, permits, and
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other authorizations required to perform its obligations under this Participating Addendum,
and shall ensure that all employees, agents and Subcontractors secure and maintain at all
times during the term of their employment, agency or subcontract, all license, certifications,
permits and other authorizations required to perform their obligations in relation to this
Participating Addendum.
T. Indemnification
1. General Indemnification
Contractor shall indemnify, save, and hold harmless the State, its employees, agents
and assignees (the "Indemnified Parties"), against any and all costs, expenses, claims,
damages, liabilities, court awards and other amounts (including attorneys' fees and
related costs) incurred by any of the Indemnified Parties in relation to any act or
omission by Contractor, or its employees, agents, Subcontractors, or assignees in
connection with this Participating Addendum.
11. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §10
may be cause for legal action by third parties against Contractor, the State, or their
respective agents. Contractor shall indemnify, save, and hold harmless the Indemnified
Parties, against any and all claims, damages, liabilities, losses, costs, expenses
(including attorneys' fees and costs) incurred by the State in relation to any act or
omission by Contractor, or its employees, agents, assigns, or Subcontractors in violation
of §10.
111. Intellectual Property Indemnification
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against
any and all costs, expenses, claims, damages, liabilities, and other amounts (including
attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim
that any Deliverable, Good or Service, software, or Work Product provided by
Contractor under this Contract (collectively, "IP Deliverables"), or the use thereof,
infringes a patent, copyright, trademark, trade secret, or any other intellectual property
right. Contractor's obligations hereunder shall not extend to the combination of any IP
Deliverables provided by Contractor with any other product, system, or method, unless
the other product, system, or method is (a) provided by Contractor or Contractor's
subsidiaries or affiliates; (b) specified by Contractor to work with the IP Deliverables;
(c) reasonably required in order to use the IP Deliverables in its intended manner and
the infringement could not have been avoided by substituting another reasonably
available product, system, or method capable of performing the same function; or (d)
is reasonably expected to be used in combination with the IP Deliverables.
20. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller
or designee. If this Contract is for a Major Information Technology Project, as defined in
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§24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the
State's Chief Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State,
its departments, boards, commissions committees, bureaus, offices, employees and officials
shall be controlled and limited by the provisions of the Colorado Governmental Immunity
Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and
28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S.
No term or condition of this Contract shall be construed or interpreted as a waiver, express
or implied, of any of the immunities, rights, benefits, protections, or other provisions,
contained in these statutes.
D. INDEPENDENT CONTRACTOR
Contractor shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Contractor nor any agent or employee of Contractor shall be deemed an
agent or employee of the State. Contractor shall not have authorization, express or implied,
to bind the State to any agreement, liability or understanding, except as expressly set forth
herein. Contractor and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not
pay for or othenvise provide such coverage for Contractor or any of its agents or
employees. Contractor shall pay when due all applicable employment taxes, income
taxes, and local head taxes incurred pursuant to this Contract. Contractor shall (i)
provide and keep in force workers' compensation and unemployment compensation
insurance in the amounts required by law, (ii) provide proof thereof when requested by
the State, and (iii) be solely responsible for its acts and those of its employees and agents.
E. COMPLIANCE WITH LAW.
Contractor shall comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or
incorporated herein by reference, which conflicts with said laws, rules, and regulations shall
be null and void. All suits or actions related to this Contract shall be filed and proceedings
held in the State of Colorado and exclusive venue shall be in the City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Contract that requires the State to indemnify or hold Contractor
harmless; requires the State to agree to binding arbitration; limits Contractor's liability for
damages resulting from death, bodily injury, or damage to tangible property; or that conflicts
with this provision in any way shall be void ab initio. Nothing in this Contract shall be
construed as a waiver of any provision of §24-106-109 C.R.S.
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H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Contract shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Contractor hereby certifies and warrants that, during the
term of this Contract and any extensions, Contractor has and shall maintain in place
appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Contractor is in violation of this provision, the State may exercise any remedy
available at law or in equity or under this Contract, including, without limitation, immediate
termination of this Contract and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and
24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Contract. Contractor
has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Contractor's services and Contractor shall not
employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-
202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the
State Controller may withhold payment under the State's vendor offset intercept system for
debts owed to State agencies for: (i) unpaid child support debts or child support arrearages;
(ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et
seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher
Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and
(v) other unpaid debts owing to the State as a result of final agency determination or judicial
action. The State may also recover, at the State's discretion, payments made to Contractor
in error for any reason, including, but not limited to, overpayments or improper payments,
and unexpended or excess funds received by Contractor by deduction from subsequent
payments under this Contract, deduction from any payment due under any other contracts,
grants or agreements between the State and Contractor, or by any other appropriate method
for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
/Not applicable to agreements relating to tl,e offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information tecltnology services or products and
services/ Contractor certifies, warrants, and agrees that it does not knowingly employ or
contract with an illegal alien who will perform work under this Contract and will confirm the
employment eligibility of all employees who are newly hired for employment in the United
States to perform work under this Contract, through participation in the E-Verify Program or
the State verification program established pursuant to §8-17.S-102(5)(c), C.R.S., Contractor
shall not knowingly employ or contract with an illegal alien to perform work under this
Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that
the Subcontractor shall not knowingly employ or contract with an illegal alien to perform
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work under this Contract. Contractor (i) shall not use E-Verify Program or the program
procedures of the Colorado Department of Labor and Employment ("Department Program")
to undertake pre-employment screening of job applicants while this Contract is being
performed, (ii) shall notify the Subcontractor and the contracting State agency or institution
of higher education within 3 days if Contractor has actual knowledge that a Subcontractor is
employing or contracting with an illegal alien for work under this Contract, (iii) shall
terminate the subcontract if a Subcontractor does not stop employing or contracting with the
illegal alien within 3 days of receiving the notice, and (iv) shall comply with reasonable
requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5),
C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in
the Department program, Contractor shall deliver to the contracting State agency, Institution
of Higher Education or political subdivision, a written, notarized affirmation, affirming that
Contractor has examined the legal work status of such employee, and shall comply with all
of the other requirements of the Department program. If Contractor fails to comply with any
requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency,
institution of higher education or political subdivision may terminate this Contract for breach
and, if so terminated, Contractor shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that Contractor (i) is a citizen or otherwise lawfully present in the
United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101,
et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103,
C.R.S. prior to the Effective Date of this Contract.
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EXHIBIT B STATEMENT OF WORK
1. GOODS AND/OR SERVICES
For a description of what the Participating Addendum will provide, see Exhibits 1, 2 and 3 of the
Master Agreement AR2472, "Cloud Solutions"
2. OTHER PROJECT REQUIREMENTS
A. Delivery of Goods and Performance of Services
1. Contractor shall provide all Goods and perform all Services described in each Order.
n. Unless specifically agreed to otherwise in an Order, Contractor shall deliver all Goods
under an Order in good, working and undamaged condition. All Goods shall be free on
board ("F.0.B.") destination to the location specified in the Order.
iii. If a good in an Order is out of stock, Contractor may only provide a substitute good if
it has notified the Purchasing Entity for that Order, in writing, that the good is out of
stock and has received the Purchasing Entity's approval to provide the substitute good.
Purchasing Entities may request additional information comparing the substitute good
with the original good in the Purchasing Entity's sole discretion.
M. Additional Terms
Exhibit B
Any additional terms and conditions on any invoice, statement, Contractor time sheet,
website, electronic license or use agreement or any other form, including, without limitation,
terms regarding indemnification, limitation of liability, cancellation fees, choice of law and
binding arbitration shall be void and unenforceable except to the extent that they are
specifically included in this Participating Addendum or an Order. The signature of any
employee of a Purchasing Entity on any such form shall be effective to establish receipt of
Goods or completion of Services and shall not make any term of that form enforceable.
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EXHIBIT C PRODUCTS AND PRICE LIST
1. Contractor has been awarded the following categories:
• CLOUD SOLUTIONS
2. The products and price list is located on the Contractor's dedicated State website, hosted and
maintained by the Contractor, and is incorporated into this Participating Addendum by reference. It
can also be located at https://www.naspovaluepoint.org/portfolio/cloud-solutions-2016-
2026/carahsoft-technology-corporation/. Changes in product and pricing must be approved by the
lead state and shall be effective when published on the dedicated state website.
Dedicated website;
Pricing
A. Price Lists
The State may publish any pricing information under this Participating Addendum, including,
without limitation the pricing information shown in this Exhibit C, Products and Price List,
on the State's website and any other website as the State determines is necessary or efficient
to facilitate the use of this Participating Addendum by Purchasing Entities.
B. Price Decreases and Ceiling Prices
The prices listed in this Exhibit C are Ceiling Prices, and Contractor may offer lower prices
to Purchasing Entities, and Purchasing Entities may negotiate lower prices with Contractor,
without the review or approval of the State. Contractor shall not allow a Subcontractor to
charge an amount greater than the Ceiling Price for any Order.
C. Environmentally Preferable Purchasing
1. Contractor shall provide training regarding the environmentally preferable products, as
defined in the State's Environmentally Preferable Purchasing Policy, that are purchased
or made available under this Participating Addendum. This training shall be provided
at no additional cost, unless otherwise agreed upon by the Parties, and shall be presented
at a time and in a manner as agreed upon by the Parties.
11. The State reserves the right to request additional provisions and requirements to ensure
this Participating Addendum is in compliance with all State regulations and policies,
including all sustainable purchasing and environmentally preferable purchasing
policies or executive orders.
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PARTICIPATING ADDENDUM EXHIBIT D, INFORMATION TECHNOLOGY
PROVISIONS
This Exhibit regarding Information Technology Provisions (the "Exhibit") is an essential part of the
agreement between the State and Contractor as described in the Contract to which this Exhibit is
attached. Unless the context clearly requires a distinction between the Contract and this Exhibit, all
references to "Contract" shall include this Exhibit.
l. PROTECTION OF SYSTEM DAT A
A. In addition to the requirements of the main body of this Contract, if Contractor or any
Subcontractor is given access to State Information Technology resources or State Records
by the State or its agents in connection with Contractor's performance under the Contract,
Contractor shall protect such Information Technology resources and State Records in
accordance with this Exhibit. All provisions of this Exhibit that refer to Contractor shall
apply equally to any Subcontractor performing work in connection with the Contract.
B. The terms of this Exhibit shall apply to the extent that Contractor's obligations under this
Contract include the provision of Information Technology goods or services to the State.
Information Technology is computer-based equipment and related services designed for
the storage, manipulation, and retrieval of data, and includes, without limitation:
i. Any technology, equipment, or related services described in §24-37.5-102(2),
C.R.S.;
ii. The creation, use, processing, disclosure, transmission, or disposal of State
Records, including any data or code, in electronic form; and
m. Other existing or emerging technology, equipment, or related services that may
require knowledge and expertise in Information Technology.
C. Contractor shall, and shall cause its Subcontractors to meet all of the following:
t. Provide physical and logical protection for all hardware, software, applications,
and data that meets or exceeds industry standards and the requirements of this
Contract.
11. Maintain network, system, and application security, which includes, but is not
limited to, network firewalls, intrusion detection (host and network), annual
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security testing, and improvements or enhancements consistent with evolving
industry standards.
m. Comply with State and federal rules and regulations related to overall security,
privacy, confidentiality, integrity, availability, and auditing.
1v. Provide that security is not compromised by unauthorized access to workspaces,
computers, networks, software, databases, or other physical or electronic
environments.
v. Promptly report all Incidents, including Incidents that do not result in
unauthorized disclosure or loss of data integrity, to a designated representative
of the State's Office of Information Security ("OIS").
vi. Comply with all rules, policies, procedures, and standards issued by the
Governor's Office of Information Technology ("OIT"), including change
management, project lifecycle methodology and governance, technical
standards, documentation, and other requirements posted at
www.oit.state.co. us/about/policies.
D. Subject to Contractor's reasonable access security requirements and upon reasonable
prior notice, Contractor shall provide the State with scheduled access for the purpose of
inspecting and monitoring access and use of State Records, maintaining State systems,
and evaluating physical and logical security control effectiveness.
E. Contractor shall perform current background checks in a form reasonably acceptable to
the State on all of its respective employees and agents performing services or having
access to State Records provided under this Contract, including any Subcontractors or the
employees of Subcontractors. A background check performed within 30 days prior to the
date such employee or agent begins performance or obtains access to State Records shall
be deemed to be current.
i. Upon request, Contractor shall provide notice to a designated representative for
the State indicating that background checks have been performed. Such notice
will inform the State of any action taken in response to such background checks,
including any decisions not to take action in response to negative information
revealed by a background check.
11. If Contractor will have access to Federal Tax Information under the Contract,
Contractor shall agree to the State's requirements regarding Safeguarding
Requirements for Federal Tax Information and shall comply with the
background check requirements defined in IRS Publication l 075 and §24-50-
1002, C.R.S.
2. DATA HANDLING
A. Contractor may not maintain or forward these State Records to or from any other facility
or location, except for the authorized and approved purposes of backup and disaster
recovery purposes, without the prior written consent of the State. Contractor may not
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maintain State Records in any data center or other storage location outside the United
States for any purpose without the prior express written consent of OIS.
B. Contractor shall not allow remote access to State Records from outside the United States,
including access by Contractor's employees or agents, without the prior express written
consent of OIS. Contractor shall communicate any request regarding non-U.S. access to
State Records to the Security and Compliance Representative for the State. The State
shall have sole discretion to grant or deny any such request.
C. Upon request by the State made any time prior to 60 days following the termination of
this Contract for any reason, whether or not the Contract is expiring or terminating,
Contractor shall make available to the State a complete download file of all State data.
1. This download file shall be made available to the State within 10 Business Days
of the State's request, shall be encrypted and appropriately authenticated, and
shall contain, without limitation, all State Records, Work Product, and system
schema and transformation definitions, or delimited text files with documents,
detailed schema definitions along with attachments in its native format.
11. Upon the termination of Contractor's provision of data processing services,
Contractor shall, as directed by the State, return all State Records provided by
the State to Contractor, and the copies thereof, to the State or destroy all such
State Records and certify to the State that it has done so. If any legal obligation
imposed upon Contractor prevents it from returning or destroying all or part of
the State Records provided by the State to Contractor, Contractor shall
guarantee the confidentiality of all State Records provided by the State to
Contractor and will not actively process such data anymore. Contractor shall not
interrupt or obstruct the State's ability to access and retrieve State Records
stored by Contractor.
D. The State retains the right to use the established operational services to access and retrieve
State Records stored on Contractor's infrastructure at its sole discretion and at any time.
Upon request of the State or of the supervisory authority, Contractor shall submit its data
processing facilities for an audit of the measures referred to in this Exhibit in accordance
with the terms of this Contract.
3. DELIVERY AND ACCEPTANCE
A. Contractor shall provide and maintain a quality assurance system acceptable to the State
for any Work or Deliverables under this Contract and shall provide to the State only such
Work or Deliverables that have been inspected and found to conform to the specifications
identified in this Contract and any applicable solicitation, bid, offer, or proposal from
which this Contract results.
B. Contractor's delivery of any Work or Deliverables to the State shall constitute
certification that such Work or Deliverable has been determined to conform to the
applicable specifications, and Contractor shall make records of such quality assurance
available to the State upon request during the term of the Contract or at any time within
three years following expiration or termination of the Contract.
C. For any Work or Deliverables other than the purchase or license of commercially
available goods or software, acceptance of the Work or Deliverable shall require
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affirmative written communication from the State to the Contractor that such Work or
Deliverable has been accepted by the State. Such communication shall be provided
within a reasonable time period from the delivery of the Work or Deliverable and shall
not be unreasonably delayed or withheld. Acceptance by the State shall be final, except
in cases of Contractor's failure to conduct proper quality assurance, latent defects that
could not reasonably have been detected upon delivery, or Contractor's gross negligence
or willful misconduct.
4. WARRANTY
A. Notwithstanding the acceptance of any Work or Deliverable, or the payment of any
invoice for such Work or Deliverable, Contractor warrants that any Work or Deliverable
provided by Contractor under this Contract shall be free from material defects and shall
function in material accordance with the applicable specifications. Contractor warrants
that any Work or Deliverable shall be, at the time of delivery, free from any harmful or
malicious code, including without limitation viruses, malware, spyware, ransomware, or
other similar function designed to interfere with or damage the normal operation of
Information Technology resources. Contractor's warranties under this section shall apply
to any defects or material nonconformities discovered within 180 days following delivery
of any Work or Deliverable.
B. Upon notice during the warranty term of any defect or material nonconformity,
Contractor shall submit to the State in writing within IO business days of the notice one
or more recommendations for corrective action with sufficient documentation for the
State to ascertain the feasibility, risks, and impacts of each recommendation. The State's
remedy for such defect or material non-conformity shall be:
1. Contractor shall re-perform, repair, or replace such Work or Deliverable in
accordance with any recommendation chosen by the State. Contractor shall
deliver, at no additional cost to the State, all documentation required under the
Contract as applicable to the corrected Work or Deliverable; or
n. Contractor shall refund to the State all amounts paid for such Work or
Deliverable, as well as pay to the State any additional amounts reasonably
necessary for the State to procure alternative goods or services of substantially
equivalent capability, function, and performance.
C. Any Work or Deliverable delivered to the State as a remedy under this section shall be
subject to the same quality assurance, acceptance, and warranty requirements as the
original Work or Deliverable. The duration of the warranty for any replacement or
corrected Work or Deliverable shall run from the date of the corrected or replacement
Work or Deliverable.
5. COMPLIANCE
A. In addition to the compliance obligations imposed by the main body of the Contract,
Contractor shall comply with:
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i. All Colorado Office of Information Security (OIS) policies and procedures
which OIS has issued pursuant to §§24-37.5-401 through 406, C.R.S. and 8
CCR §1501-5 and posted at http://oit.state.co.us/ois
11. All information security and privacy obligations imposed by any federal, state,
or local statute or regulation, or by any specifically incorporated industry
standards or guidelines, as applicable based on the classification of the data
relevant to Contractor's performance under the Contract. Such obligations may
arise from:
a. Health Information Portability and Accountability Act (HIP AA)
b. IRS Publication 1075
c. Payment Card Industry Data Security Standard (PCI-DSS)
d. FBI Criminal Justice Information Service Security Addendum
e. CMS Minimum Acceptable Risk Standards for Exchanges
f. Electronic Information Exchange Security Requirements and Procedures
For State and Local Agencies Exchanging Electronic Information With
The Social Security Administration
iii. Contractor shall comply with and adhere to Section 508 of the U.S.
Rehabilitation Act of 1973, as amended, and §§24-85-101, et seq., C.R.S.
Contractor shall comply with all State of Colorado technology standards related
to technology accessibility and with Level AA of the most current version of
the Web Content Accessibility Guidelines (WCAG), incorporated in the State
of Colorado technology standards and available at
https://www.w3.org/TR/WCAG2I/.
B. Contractor shall implement and maintain all appropriate administrative, physical,
technical, and procedural safeguards necessary and appropriate to ensure compliance with
the standards and guidelines applicable to Contractor's performance under the Contract.
C. Contractor shall allow the State reasonable access and shall provide the State with
information reasonably required to assess Contractor's compliance. Such access and
information shall include:
1. An annual SOC2 Type II audit including, at a minimum, the Trust Principles of
Security, Confidentiality, and Availability, or an alternative audit recommended
by 01S; or
11. The performance of security audit and penetration tests, as requested by OIS.
D. To the extent Contractor controls or maintains information systems used in connection
with State Records, Contractor will provide OIS with the results of all security assessment
activities when conducted on such information systems, including any code-level
vulnerability scans, application level risk assessments, and other security assessment
activities as required by this Contract or reasonably requested by OIS. Contractor will
make reasonable efforts to remediate any vulnerabilities or will request a security
exception from the State. The State will work with Contractor and OIS to prepare any
requests for exceptions from the security requirements described in this Contract and its
Exhibits, including mitigating controls and other factors, and OIS will consider such
requests in accordance with their policies and procedures referenced herein.
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6. TRANSITION OF SERVICES
Upon request by the State prior to expiration or earlier termination of this Contract or any
Services provided in this Contract, Contractor shall provide reasonable and necessary
assistance to accomplish a complete transition of the Services from Contractor to the State
or any replacement provider designated solely by the State without any interruption of or
adverse impact on the Services. Contractor shall cooperate fully with the State or any
successor provider and shall promptly take all steps required to assist in effecting a
complete transition of the Services designated by the State. All services related to such
transition shall be performed at no additional cost beyond what would be paid for the
Services in this Contract.
7. LICENSE OR USE AUDIT RIGHTS
A. To the extent that Contractor, through this Contract or otherwise as related to the subject
matter of this Contract, has granted to the State any license or otherwise limited
permission to use any Contractor Property, the terms of this section shall apply.
B. Contractor shall have the right, at any time during and throughout the Contract Tenn, but
not more than once per Fiscal Year, to request via written notice in accordance with the
notice provisions of the Contract that the State audit its use of and certify as to its
compliance with any applicable license or use restrictions and limitations contained in
this Contract (an "Audit Request''). The Audit Request shall specify the time period to be
covered by the audit, which shall not include any time periods covered by a previous
audit. The State shall complete the audit and provide certification of its compliance to
Contractor ("Audit Certification") within I 20 days following the State's receipt of the
Audit Request.
C. If upon receipt of the State's Audit Certification, the Parties reasonably determine that:
(i) the State's use of licenses, use of software, use of programs, or any other use during
the audit period exceeded the use restrictions and limitations contained in this Contract
("Overuse") and (ii) the State would have been or is then required to purchase additional
maintenance and/or services ("Maintenance"), Contractor shall provide written notice to
the State in accordance with the notice provisions of the Contract identifying any Overuse
or required Maintenance and request that the State bring its use into compliance with such
use restrictions and limitations.
Attachment A
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ATTACHMENT D.1 TO EXHIBIT D -IRS EXHIBIT 7
I. PERFORMANCE
In performance of this contract, the contractor agrees to comply with and assume responsibility for
compliance by his or her employees with the following requirements:
1) All work will be done under the supervision of the contractor or the contractor's employees.
2) Any return or return information made available in any format shall be used only for the purpose
of carrying out the provisions of this contract. Information contained in such material will be
treated as confidential and will not be divulged or made known in any manner to any person
except as may be necessary in the performance of this contract. Disclosure to anyone other than
an officer or employee of the contractor will be prohibited.
3) All returns and return information will be accounted for upon receipt and properly stored before,
during, and after processing. In addition, all related output will be given the same level of
protection as required for the source material.
4) The contractor certifies that the data processed during the performance of this contract will be
completely purged from all data storage components of his or her computer facility, and no
output will be retained by the contractor at the time the work is completed. If immediate purging
of all data storage components is not possible, the contractor certifies that any IRS data
remaining in any storage component will be safeguarded to prevent unauthorized disclosures.
5) Any spoilage or any intermediate hard copy printout that may result during the processing of IRS
data will be given to the agency or his or her designee. When this is not possible, the contractor
will be responsible for the destruction of the spoilage or any intermediate hard copy printouts,
and will provide the agency or his or her designee with a statement containing the date of
destruction, description of material destroyed, and the method used.
6) All computer systems processing, storing, or transmitting Federal tax information must meet the
requirements defined in IRS Publication 1075. To meet functional and assurance requirements,
the security features of the environment must provide for the managerial, operational, and
technical controls. All security features must be available and activated to protect against
unauthorized use of and access to Federal tax information.
7) No work involving Federal tax information furnished under this contract will be subcontracted
without prior written approval of the IRS.
8) The contractor will maintain a list of employees authorized access. Such list will be provided to
the agency and, upon request, to the IRS reviewing office.
9) The agency will have the right to void the contract if the contractor fails to provide the
safeguards described above.
II. CRIMINAL/CIVIL SANCTIONS:
1) Each officer or employee of any person to whom returns or return information is or may be
disclosed will be notified in writing by such person that returns or return information disclosed to
such officer or employee can be used only for a purpose and to the extent authorized herein, and
that further disclosure of any such returns or return information for a purpose or to an extent
unauthorized herein constitutes a felony punishable upon conviction by a fine of as much as
$5,000 or imprisonment for as long as 5 years, or both, together with the costs of prosecution.
Such person shall also notify each such officer and employee that any such unauthorized further
disclosure of returns or return information may also result in an award of civil damages against
the officer or employee in an amount not less than $1,000 with respect to each instance of
unauthorized disclosure. These penalties are prescribed by IRC sections 7213 and 7431 and set
forth at 26 CFR 301.6103(n)-l.
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2) Each officer or employee of any person to whom returns or return information is or may be
disclosed shall be notified in writing by such person that any return or return information made
available in any format shall be used only for the purpose of carrying out the provisions of this
contract. Information contained in such material shall be treated as confidential and shall not be
divulged or made known in any manner to any person except as may be necessary in the
performance of the contract. Inspection by or disclosure to anyone without an official need to
know constitutes a criminal misdemeanor punishable upon conviction by a fine of as much as
$1,000 or imprisonment for as long as 1 year, or both, together with the costs of prosecution.
Such person shall also notify each such officer and employee that any such unauthorized
inspection or disclosure of returns or return information may also result in an award of civil
damages against the officer or employee [United States for Federal employees] in an amount
equal to the sum of the greater of $1,000 for each act of unauthorized inspection or disclosure
with respect to which such defendant is found liable or the sum of the actual damages sustained
by the plaintiff as a result of such unauthorized inspection or disclosure plus in the case of a
willful inspection or disclosure which is the result of gross negligence, punitive damages, plus
the costs of the action. These penalties are prescribed by IRC section 7213A and 7431.
3) Additionally, it is incumbent upon the contractor to inform its officers and employees of the
penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a.
Specifically, 5 U.S.C. 552a(i)(l), which is made applicable to contractors by 5 U.S.C.
552a(m)(l), provides that any officer or employee of a contractor, who by virtue of his/her
employment or official position, has possession of or access to agency records which contain
individually identifiable information, the disclosure of which is prohibited by the Privacy Act or
regulations established thereunder, and who knowing that disclosure of the specific material is
prohibited, willfully discloses the material in any manner to any person or agency not entitled to
receive it, shall be guilty of a misdemeanor and fined not more than $5,000.
III.INSPECTION:
The IRS and the Agency shall have the right to send its officers and employees into the offices and
plants of the contractor for inspection of the facilities and operations provided for the performance of
any work under this contract. On the basis of such inspection, specific measures may be required in
cases where the contractor is found to be noncompliant with contract safeguards.
Attachment A
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ATTACHMENT D.2 -HIP AA BUSINESS ASSOCIATE ADDENDUM
This Exhibit E-HIPAA Business Associate Addendum ("Addendum") is part of that certain contract,
CMS # 141870 _ ("Contract"), by and between Insight Public Sector Inc. ("Contractor") and the State of
Colorado ("State"). In the event of a conflict or inconsistency between the Contract and its Exhibits and
attachments, such conflict or inconsistency shall be resolved in the manner specified in §8 of the main
body of the Contract. Any references to defined terms that are not specifically defined herein shall have
the same meaning as those set forth in the Contract and its Exhibits. For purposes of this Addendum, the
State is referred to as "Covered Entity" or "CE" and Contractor is referred to as "Associate." Unless the
context clearly requires a distinction between the Contract document and this Addendum, all references
herein to "the Contract" or "this Contract" include this Addendum.
RECITALS
A. CE wishes to disclose certain information to Associate pursuant to the terms of the Contract, some
of which may constitute Protected Health Information ("PHI") (defined below).
B. CE and Associate intend to protect the privacy and provide for the security of PHI disclosed to
Associate pursuant to this Contract in compliance with the Health Insurance Portability and Accountability
Act of 1996, 42 USC § 1320d-l 320d-8 ("HIPAA") as amended by the American Recovery and
Reinvestment Act of 2009 ("ARRA")/HITECH Act (PL 111-005), and its implementing regulations
promulgated by the US Department of Health and Human Services, 45 CFR Parts 160, 162, and 164 (the
"HIP AA Rules") and other applicable laws, as amended.
C. As part of the HIP AA Rules, the CE is required to enter into a written contract containing specific
requirements with Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, §§
160.103, 164.502(e), and 164.504(e) of the Code of Federal Regulations ("CFR") and contained in this
Addendum.
The parties agree as follows:
1. Definitions.
a. Except as otherwise defined herein, capitalized terms in this Addendum shall have the
definitions set forth in the HIP AA Rules at 45 CFR Parts 160, 162, and 164, as amended.
In the event of any conflict between the mandatory provisions of the HIP AA Rules and the
provisions of this Contract, the HIP AA Rules shall control. Where the provisions of this
Contract differ from those mandated by the HIP AA Rules, but are nonetheless permitted
by the HIP AA Rules, the provisions of this Contract shall control.
b. "Protected Health Information" or "PHI'' means any information, whether oral or recorded
in any form or medium: (i) that relates to the past, present, or future physical or mental
condition of an individual; the provision of health care to an individual; or the past, present,
or future payment for the provision of health care to an individual; and (ii) that identifies
the individual or with respect to which there is a reasonable basis to believe the information
can be used to identify the individual, and shall have the meaning given to such term under
the HIPAA Rules, including, but not limited to, 45 CFR § 164.501.
c. "Protected Information" shall mean PHI provided by CE to Associate or created, received,
maintained, or transmitted by Associate on CE's behalf. To the extent Associate is a
covered entity under HIPAA and creates or obtains its own PHI for treatment, payment,
and health care operations, Protected Information under this Contract does not include any
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PHI created or obtained by Associate as a covered entity and Associate shall follow its own
policies and procedures for accounting, access, and amendment of Associate's PHI.
d. "Subcontractor" shall mean a third party to whom Associate delegates a function, activity,
or service that involves CE's Protected Information, in order to carry out the
responsibilities of this Addendum.
2. Obligations of Associate.
a. Permitted Uses. Associate shall not use Protected Information except for the purpose of
performing Associate's obligations under this Contract and as permitted under this
Addendum. Further, Associate shall not use Protected Information in any manner that
would constitute a violation of the HIP AA Rules if so used by CE, except that Associate
may use Protected Information: (i) for the proper management and administration of
Associate; (ii) to carry out the legal responsibilities of Associate; or (iii) for Data
Aggregation purposes for the Health Care Operations of CE. Additional provisions, if any,
governing permitted uses of Protected Information are set forth in Attachment E.l to this
Addendum. Associate accepts full responsibility for any penalties incurred as a result of
Associate's breach of the HIPAA Rules.
b. Permitted Disclosures. Associate shall not disclose Protected Information in any manner
that would constitute a violation of the HIP AA Rules if disclosed by CE, except that
Associate may disclose Protected Information: (i) in a manner permitted pursuant to this
Contract; (ii) for the proper management and administration of Associate; (iii) as required
by law; (iv) for Data Aggregation purposes for the Health Care Operations of CE; or (v) to
report violations of law to appropriate federal or state authorities, consistent with 45 CFR
§ 164.502G)(l). To the extent that Associate discloses Protected Information to a third-
party Subcontractor, Associate must obtain, prior to making any such disclosure: (i)
reasonable assurances through execution of a written agreement with such third party that
such Protected Information will be held confidential as provided pursuant to this
Addendum and only disclosed as required by law or for the purposes for which it was
disclosed to such third party; and that such third party will notify Associate within two (2)
business days of any breaches of confidentiality of the Protected Information, to the extent
it has obtained knowledge of such breach. Additional provisions, if any, governing
permitted disclosures of Protected Information are set forth in Attachment A.
c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are
necessary to prevent the use or disclosure of Protected Information other than as permitted
by this Contract. Associate shall comply with the requirements of the HIPAA Security Rule
at 45 CFR §§ 164.308, 164.310, 164.312, and 164.316. Associate shall maintain a
comprehensive written information privacy and security program that includes
administrative, technical and physical safeguards appropriate to the size and complexity of
the Associate's operations and the nature and scope ofits activities. Associate shall review,
modify, and update the documentation of, its safeguards as needed to ensure continued
provision of reasonable and appropriate protection of Protected Information.
d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing any use
or disclosure of Protected Information other than as provided for by this Contract within
five (5) business days of becoming aware of such use or disclosure.
Attachment A
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e. Associate's Rights. If Associate uses one or more Subcontractors or agents to provide
services under the Contract, and such Subcontractors or agents receive or have access to
Protected Information, each Subcontractor or agent shall sign an agreement with Associate
containing the same provisions as this Addendum and further identifying CE as a third-
party beneficiary with rights of enforcement and indemnification from such Subcontractors
or agents in the event of any violation of such Subcontractor or agent agreement. The
agreement between Associate and the Subcontractor or agent shall ensure that the
Subcontractor or agent agrees to at least the same restrictions and conditions that apply to
Associate with respect to such Protected Information. Associate shall implement and
maintain sanctions against agents and Subcontractors that violate such restrictions and
conditions and shall mitigate the effects of any such violation.
f. Access to Protected Information. If Associate maintains Protected Information contained
within CE's Designated Record Set, Associate shall make Protected Information
maintained by Associate or its agents or Subcontractors in such Designated Record Sets
available to CE for inspection and copying within ten ( 10) business days of a request by
CE to enable CE to fulfill its obligations to permit individual access to PHI under the
HIPAA Rules, including, but not limited to, 45 CFR § 164.524. If such Protected
Information is maintained by Associate in an electronic form or format, Associate must
make such Protected Information available to CE in a mutually agreed upon electronic
form or format.
g. Amendment of PHI. If Associate maintains Protected Information contained within CE's
Designated Record Set, Associate or its agents or Subcontractors shall make such Protected
Information available to CE for amendment within ten (10) business days of receipt of a
request from CE for an amendment of Protected Information or a record about an individual
contained in a Designated Record Set, and shall incorporate any such amendment to enable
CE to fulfill its obligations with respect to requests by individuals to amend their PHI under
the HIPAA Rules, including, but not limited to, 45 CFR § 164.526. If any individual
requests an amendment of Protected Information directly from Associate or its agents or
Subcontractors, Associate must notify CE in writing within five (5) business days of receipt
of the request. Any denial of amendment of Protected Information maintained by Associate
or its agents or Subcontractors shall be the responsibility of CE.
h. Accounting Rights. If Associate maintains Protected Information contained within CE's
Designated Record Set, Associate and its agents or Subcontractors shall make available to
CE within ten ( 10) business days of notice by CE, the information required to provide an
accounting of disclosures to enable CE to fulfill its obligations under the HIPAA Rules,
including, but not limited to, 45 CFR § 164.528. In the event that the request for an
accounting is delivered directly to Associate or its agents or Subcontractors, Associate shall
within five (5) business days of the receipt of the request forward it to CE in writing. It
shall be CE's responsibility to prepare and deliver any such accounting requested.
Associate shall not disclose any Protected Information except as set forth in Section 2(b)
of this Addendum.
i. Governmental Access to Records. Associate shall keep records and make its internal
practices, books, and records relating to the use and disclosure of Protected Information
available to the Secretary of the US Department of Health and Human Services (the
"Secretary"), in a time and manner designated by the Secretary, for purposes of
determining CE's or Associate's compliance with the HIPAA Rules. Associate shall
Attachment A
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provide to CE a copy of any Protected Information that Associate provides to the Secretary
concurrently with providing such Protected Information to the Secretary when the
Secretary is investigating CE. Associate shall cooperate with the Secretary if the Secretary
undertakes an investigation or compliance review of Associate's policies, procedures, or
practices to determine whether Associate is complying with the HIP AA Rules, and permit
access by the Secretary during normal business hours to its facilities, books, records,
accounts, and other sources of information, including Protected Information, that are
pertinent to ascertaining compliance.
J. Minimum Necessary. Associate (and its agents or subcontractors) shall only request, use,
and disclose the minimum amount of Protected Information necessary to accomplish the
purpose of the request, use, or disclosure, in accordance with the Minimum Necessary
requirements of the HIPAA Rules including, but not limited to 45 CFR §§ 164.502(b) and
164.S 14( d).
k. Data Ownership. Associate acknowledges that Associate has no ownership rights with
respect to Protected Information.
I. Retention of Protected Information. Except upon termination of the Contract as provided
in Section 4(d) of this Addendum, Associate and its Subcontractors or agents shall retain
all Protected Information throughout the term of this Contract and shall continue to
maintain the information required under Section 2(h) of this Addendum for a period of six
(6) years.
m. Associate's Insurance. Associate shall maintain insurance to cover loss of PHI data and
claims based upon alleged violations of privacy rights through improper use or disclosure
of PHI. All such policies shall meet or exceed the minimum insurance requirements of the
Contract (e.g. occurrence basis, combined single dollar limits, annual aggregate dollar
limits, additional insured status, and notice of cancellation).
n. Notice of Privacy Practices. Associate shall be responsible for reviewing CE's Notice of
Privacy Practices, available on CE's external website, to determine any requirements
applicable to Associate per this Contract.
o. Notification of Breach. During the term of this Contract, Associate shall notify CE within
two (2) business days of any suspected or actual breach of security, intrusion, or
unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of
data in violation of any applicable federal or state laws or regulations. Associate shall not
initiate notification to affected individuals per the HIP AA Rules without prior notification
and approval of CE. Information provided to CE shall include the identification of each
individual whose unsecured PHI has been, or is reasonably believed to have been accessed,
acquired, or disclosed during the breach. Associate shall take (i) prompt corrective action
to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure
required by applicable federal and state laws and regulations.
p. Audits. Inspection. and Enforcement. Within ten (10) business days of a written request
by CE, Associate and its agents or subcontractors shall allow CE to conduct a reasonable
inspection of the facilities, systems, books, records, agreements, policies, and procedures
relating to the use or disclosure of Protected Information pursuant to this Addendum for
the purpose of determining whether Associate has complied with this Addendum;
Attachment A
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provided, however, that: (i) Associate and CE shall mutually agree in advance upon the
scope, timing, and location of such an inspection; and (ii) CE shall protect the
confidentiality of all confidential and proprietary information of Associate to which CE
has access during the course of such inspection. The fact that CE inspects, or fails to
inspect, or has the right to inspect, Associate's facilities, systems, books, records,
agreements, policies, and procedures does not relieve Associate of its responsibility to
comply with this Addendum, nor does CE's (i) failure to detect or (ii) detection, but failure
to notify Associate or require Associate's remediation of any unsatisfactory practices,
constitute acceptance of such practice or a waiver of CE's enforcement rights under the
Contract.
q. Safeguards During Transmission. Associate shall be responsible for using appropriate
safeguards, including encryption of PHI, to maintain and ensure the confidentiality,
integrity, and security of Protected Information transmitted pursuant to the Contract, in
accordance with the standards and requirements of the HIPP A Rules.
r. Restrictions and Confidential Communications. Within ten (10) business days of notice
by CE of a restriction upon uses or disclosures or request for confidential communications
pursuant to 45 CFR § 164.522, Associate will restrict the use or disclosure of an
individual's Protected Information. Associate will not respond directly to an individual's
requests to restrict the use or disclosure of Protected Information or to send all
communication of Protected Information to an alternate address. Associate will refer such
requests to the CE so that the CE can coordinate and prepare a timely response to the
requesting individual and provide direction to Associate.
3. Obligations of CE.
a.
b.
Safeguards During Transmission. CE shall be responsible for using appropriate
safeguards, including encryption of PHI, to maintain and ensure the confidentiality,
integrity, and security of Protected Information transmitted pursuant to the Contract, in
accordance with the standards and requirements of the HIPAA Rules.
Notice of Changes. CE maintains a copy of its Notice of Privacy Practices on its website.
CE shall provide Associate with any changes in, or revocation of, permission to use or
disclose Protected Information, to the extent that it may affect Associate's permitted or
required uses or disclosures. To the extent that it may affect Associate's permitted use or
disclosure of PHI, CE shall notify Associate of any restriction on the use or disclosure of
Protected Information that CE has agreed to in accordance with 45 CFR § 164.522.
4. Termination.
a. Material Breach. In addition to any other provisions on the Contract regarding breach, a
breach by Associate of any provision of this Addendum, as determined by CE, shall
constitute a material breach of this Contract and shall provide grounds for immediate
termination of this Contract by CE pursuant to the provisions of the Contract covering
termination for cause, if any. If the Contract contains no express provisions regarding
termination for cause, the following terms and conditions shall apply:
(1) Default. If Associate refuses or fails to timely perform any of the provisions of this
Contract, CE may notify Associate in writing of the non-performance, and if not
Attachment A
b.
c.
d.
CMS# 139963
promptly corrected within the time specified, CE may tenninate this Contract.
Associate shall continue perfonnance of this Contract to the extent it is not
tenninated and shall be liable for excess costs incurred in procuring similar goods
or services elsewhere.
(2) Associate's Duties. Notwithstanding tennination of this Contract, and subject to
any directions from CE, Associate shall take timely, reasonable, and necessary
action to protect and preserve property in the possession of Associate in which CE
has an interest.
(3) Compensation. Payment for completed supplies delivered and accepted by CE
shall be at the Contract Price. In the event of a material breach under paragraph 4a,
CE may withhold amounts due Associate as CE deems necessary to protect CE
against loss from third-party claims of improper use or disclosure and to reimburse
CE for the excess costs incurred in procuring similar goods and services elsewhere.
(4) Erroneous Tennination for Default. If after such termination it is determined, for
any reason, that Associate was not in default, or that Associate's action/inaction
was excusable, such tennination shall be treated as a tennination for convenience,
and the rights and obligations of the parties shall be the same as if this Contract had
been terminated for convenience, as described in this Contract.
Reasonable Steps to Cure Breach. If CE knows of a pattern of activity or practice of
Associate that constitutes a material breach or violation of the Associate's obligations
under the provisions of this Addendum or another arrangement and does not terminate this
Contract pursuant to Section 4( a), then CE shall take reasonable steps to cure such breach
or end such violation. If CE's efforts to cure such breach or end such violation are
unsuccessful, CE shall either (i) terminate the Contract, if feasible or (ii) if termination of
this Contract is not feasible, CE shall report Associate's breach or violation to the Secretary
of the Department of Health and Human Services. If Associate knows of a pattern of
activity or practice of a Subcontractor or agent that constitutes a material breach or
violation of the Subcontractor's or agent's obligations under the written agreement between
Associate and the Subcontractor or agent, Associate shall take reasonable steps to cure such
breach or end such violation, if feasible.
Judicial or Administrative Proceedings. Either party may terminate the Contract, effective
immediately, if (i) the other party is named as a defendant in a criminal proceeding for a
violation of the HIPAA Rules or other security or privacy laws or (ii) a finding or
stipulation that the other party has violated any standard or requirement of the HIP AA
Rules or other security or privacy laws is made in any administrative or civil proceeding in
which the party has been joined.
Effect ofTennination.
(1) Except as provided in paragraph (2) of this subsection, upon tennination of this
Contract, for any reason, Associate shall return or destroy all Protected Information
that Associate or its agents or Subcontractors still maintain in any form, and shall
retain no copies of such Protected Information. If associate elects to destroy the
PHI, Associate shall certify in writing to CE that such PHI has been destroyed.
Attachment A
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(2) If Associate believes that returning or destroying the Protected Information is not
feasible, Associate shall promptly provide CE notice of the conditions making
return or destruction infeasible. Associate shall continue to extend the protections
of Sections 2(a), 2(b), 2(c), 2(d), and 2(e) of this Addendum to such Protected
Information, and shall limit further use of such PHI to those purposes that make the
return or destruction of such PHI infeasible.
5. Injunctive Relief. CE shall have the right to injunctive and other equitable and legal relief against
Associate or any of its Subcontractors or agents in the event of any use or disclosure of Protected
Information in violation of this Contract or applicable law.
6. No Waiver oflmmunity. No term or condition of this Contract shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of
the Colorado Governmental Immunity Act, CRS § 24-10-101 et seq. or the Federal Tort Claims Act, 28
USC § 2671 et seq. as applicable, as now in effect or hereafter amended.
7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be inapplicable to
the terms and conditions of this Addendum.
8. Disclaimer. CE makes no warranty or representation that compliance by Associate with this Contract
or the HIPAA Rules will be adequate or satisfactory for Associate's own purposes. Associate is solely
responsible for all decisions made by Associate regarding the safeguarding of PHI.
9. Certification. To the extent that CE determines an examination is necessary in order to comply with
CE's legal obligations pursuant to the HIPAA Rules relating to certification of its security practices, CE
or its authorized agents or contractors may, at CE's expense, examine Associate's facilities, systems,
procedures, and records as may be necessary for such agents or contractors to certify to CE the extent to
which Associate's security safeguards comply with the HIPAA Rules or this Addendum.
10. Amendment.
a. Amendment to Comply with Law. The parties acknowledge that state and federal laws
relating to data security and privacy are rapidly evolving and that amendment of this
Addendum may be required to provide for procedures to ensure compliance with such
developments. The parties specifically agree to take such action as is necessary to
implement the standards and requirements of the HIP AA Rules and other applicable laws
relating to the confidentiality, integrity, availability, and security of PHI. The parties
understand and agree that CE must receive satisfactory written assurance from Associate
that Associate will adequately safeguard all Protected Information and that it is Associate's
responsibility to receive satisfactory written assurances from Associate's Subcontractors
and agents. Upon the request of either party, the other party agrees to promptly enter into
negotiations concerning the terms of an amendment to this Addendum embodying written
assurances consistent with the standards and requirements of the HIP AA Rules or other
applicable laws. CE may terminate this Contract upon thirty (30) days' written notice in
the event (i) Associate does not promptly enter into negotiations to amend this Contract
when requested by CE pursuant to this Section, or (ii) Associate does not enter into an
amendment to this Contract providing assurances regarding the safeguarding of PHI that
CE, in its sole discretion, deems sufficient to satisfy the standards and requirements of the
HIP AA Rules.
Attachment A
b.
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Amendment of Attachment A. Attachment A may be modified or amended by mutual
agreement of the parties in writing from time to time without formal amendment of this
Addendum.
11. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and any
Subcontractors, employees, or agents assisting Associate in the performance of its obligations under the
Contract, available to CE, at no cost to CE up to a maximum of thirty (30) hours, to testify as witnesses,
or otherwise, in the event of litigation or administrative proceedings being commenced against CE, its
directors, officers, or employees based upon a claimed violation of the HIP AA Rules or other laws relating
to security and privacy or PHI, except where Associate or its Subcontractor, employee, or agent is a named
adverse party.
12. No Third-Party Beneficiaries. Nothing express or implied in this Contract is intended to confer, nor
shall anything herein confer, upon any person other than CE, Associate, and their respective successors or
assigns, any rights, remedies, obligations, or liabilities whatsoever.
13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail over any
provisions in the Contract that may conflict or appear inconsistent with any provision in this Addendum.
Together, the Contract and this Addendum shall be interpreted as broadly as necessary to implement and
comply with the HIPAA Rules. The parties agree that any ambiguity in this Contract shall be resolved in
favor of a meaning that complies and is consistent with the HIP AA Rules. This Contract supersedes and
replaces any previous separately executed HIP AA addendum between the parties.
14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary, Associate's
obligations under Section 4( d) ("Effect of Termination") and Section 12 ("No Third-Party Beneficiaries")
shall survive termination of this Contract and shall be enforceable by CE as provided herein in the event
of such failure to perform or comply by the Associate. This Addendum shall remain in effect during the
term of the Contract including any extensions.
15. Representatives and Notice.
a.
b.
Representatives. For the purpose of the Contract, the individuals identified elsewhere in
this Contract shall be the representatives of the respective parties. If no representatives are
identified in the Contract, the individuals listed below are hereby designated as the parties'
respective representatives for purposes of this Contract. Either party may from time to time
designate in writing new or substitute representatives.
Notices. All required notices shall be in writing and shall be hand delivered or given by
certified or registered mail to the representatives at the addresses set forth below.
State/Covered Entity Representative
Name: _______ _
Title: ________ _
Department and Division: ____ _
Address: _______ _
Attachment A
Contractor/Business Associate Representative
Name: --------Title: ---------Department and Division: ____ _
Address:
CMS# 139963
Attachment A
CMS# 139963
ATTACHMENT D.3 -HIPPAA BAA ATTACHMENT
This Attachment E.1 -HIPAA BAA Attachment is part of that certain contract, CMS # 141870
("Contract"), by and between Insight Public Sector, Inc ("Contractor") and the State of Colorado acting
by and through the Governor's Office of Information Technology ("State" or "OIT"). In the event of a
conflict or inconsistency between the Contract and its Exhibits and attachments, such conflict or
inconsistency shall be resolved in the manner specified in §8 of the main body of the Contract. Any
references to defined terms that are not specifically defined herein shall have the same meaning as those
set forth in the Contract and its Exhibits.
This Attachment sets forth additional terms to the HIP AA Business Associate Addendum, which is
part of the Contract, and is effective as of the Effective Date of the Contract (the "Attachment Effective
Date"). This Attachment may be amended from time to time as provided in§ l0(b) of the Addendum.
16. Additional Permitted Uses. In addition to those purposes set forth in § 2(a) of the Addendum,
Associate may use Protected Information as follows: ________________ _
17. Additional Permitted Disclosures. In addition to those purposes set forth in§ 2(b) of the Addendum,
Associate may disclose Protected Information as follows:, _______________ _
18. Subcontractor(s). The parties acknowledge that the following subcontractors or agents of Associate
shall receive Protected Information in the course of assisting Associate in the performance of its
obligations under this Contract:, ________________________ _
19. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be deemed to
occur as follows, and Associate's obligations under the Addendum shall commence with respect to such
PHI upon such receipt:. ___________________________ _
20. Additional Restrictions on Use of Data. CE is a Business Associate of certain other Covered Entities
and, pursuant to such obligations of CE, Associate shall comply with the following restrictions on the
use and disclosure of Protected Information:, ___________________ _
21. Additional Terms. [This section may include specifications f or disclosure format, method of
transmission, use of an intermediary, use of digital signatures or PK!, authentication, additional security
of privacy specifications, de-identification or re-identification of data and other additional terms.}_
Attachment A
To:
Pitkin County
ATTN: Jeremy Duncan
530 E. Main St
Aspen, CO 81611
Invoice
Carahsoft Technology Corp.
11493 Sunset Hills Road, Suite 100
Reston, Virginia 20190
Phone:(703) 871-8500
Fax:(703) 871-8505
Date Page
7/16/2026 1
65914274INV
Invoice Number
PO Number
TBD
Order Date Customer No.Salesperson
Meagan Phillips
Quote No.
65914274
Ship VIA
ESD
Terms
PP
Start/End DateItem NumberQuantity Description Unit Price Extended Price
6,500.00 DSI-0000463-2 8/11/2026
8/10/2027
6.05 39,325.00eSignature Enterprise Pro Edition - Envelope Subs.
1.00 DSI-0000148-2 8/11/2026
8/10/2027
8,652.95 8,652.95Enterprise Premier Support 22% of Recurring Fees (22%
of List Price per $100 of List License Fees). Annual
47,977.95Total Amount Due:
Carahsoft Technology Corporation
11493 Sunset Hills Road Ste 100
Reston, VA 20190
FEIN 52-2189693 DUNS 088365767
CA Sales Tax # SC OHB 100-529633
GST/HST# 848833299 RT0001
BC-PST# PST-1487-7716
For questions on this invoice, please contact AR at 703-581-6566
or via email at AR@Carahsoft.com
Remit to:Subtotal 47,977.95
Total Sales Tax
Total Amount
Less Payment
Amount Due
47,977.95
47,977.95
Currency USD unless otherwise specified
7/16/2026 Page 1
Attachment B
Certificate Of Completion
Envelope Id: F71F9A12-FFBA-8E75-8001-E61EFCE2BE60 Status: Completed
Subject: Carahsoft | Pitkin County Contract 102.26 for Review & Signature
Source Envelope:
Document Pages: 63 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Pitkin County Procurement
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-07:00) Mountain Time (US & Canada)
530 East Main Street
Suite 203
Aspen, CO 81611
Procurement@PitkinCounty.com
IP Address: 65.38.144.66
Record Tracking
Status: Original
7/21/2026 3:39:30 PM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Connie Baker
connie.baker@pitkincounty.com
Budget Director
Pitkin County
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 74.244.9.45
Sent: 7/21/2026 3:46:47 PM
Viewed: 7/21/2026 3:53:57 PM
Signed: 7/21/2026 3:55:24 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Andrew Shewmaker
andrew.shewmaker@pitkincounty.com
IT Process & Projects Manager
Pitkin County
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address:
2600:100e:b037:6db6:1c94:ab80:4ab8:3533
Signed using mobile
Sent: 7/21/2026 3:55:28 PM
Resent: 7/22/2026 8:59:30 AM
Viewed: 7/22/2026 9:41:14 AM
Signed: 7/22/2026 9:42:24 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Madeline Hall
Madeline.Hall@Carahsoft.com
Senior Contracts Administrator
Carahsoft Technology Corp.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 170.85.133.26
Sent: 7/27/2026 10:52:07 AM
Viewed: 7/27/2026 12:40:30 PM
Signed: 7/27/2026 12:41:41 PM
Electronic Record and Signature Disclosure:
Accepted: 7/27/2026 12:40:30 PM
ID: 65a961f5-5b0a-4433-94fd-c33a7760a34a
Company Name: Pitkin County, Colorado
Ann Driggers
ann.driggers@pitkincounty.com
CFAO
Pitkin County
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 65.38.144.66
Sent: 7/27/2026 12:41:44 PM
Resent: 7/28/2026 9:02:16 AM
Resent: 7/29/2026 10:17:23 AM
Resent: 7/29/2026 10:46:05 AM
Resent: 7/29/2026 10:46:26 AM
Viewed: 7/29/2026 10:47:24 AM
Signed: 7/29/2026 10:47:48 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Meagan Phillips
Meagan.Phillips@carahsoft.com
Service Contract Specialist
Carahsoft Technology Corp.
Security Level: Email, Account Authentication
(None)
Sent: 7/27/2026 10:52:11 AM
Viewed: 7/27/2026 12:38:17 PM
Electronic Record and Signature Disclosure:
Accepted: 7/31/2025 6:35:57 AM
ID: 70846a50-c748-40de-bf3e-c6812d87d7cc
Company Name: Pitkin County, Colorado
Pitkin County Procurement
procurement@pitkincounty.com
Ruslana Ivanova, Procurement Specialist
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 7/29/2026 10:47:51 AM
Resent: 7/29/2026 10:48:02 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Accounts Payable
AP@pitkincounty.com
Accounts Payable
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 7/29/2026 10:47:52 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Andrew Shewmaker
andrew.shewmaker@pitkincounty.com
IT Process & Projects Manager
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 7/29/2026 10:47:53 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Jeremy Duncan
jeremy.duncan@pitkincounty.com
Senior Adminstrative Assistant
Pitkin County CO
Security Level: Email, Account Authentication
(None)
Sent: 7/29/2026 10:47:54 AM
Viewed: 7/29/2026 3:02:39 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Meagan Phillips
Meagan.Phillips@carahsoft.com
Service Contract Specialist
Carahsoft Technology Corp.
Security Level: Email, Account Authentication
(None)
Sent: 7/29/2026 10:47:54 AM
Electronic Record and Signature Disclosure:
Accepted: 7/31/2025 6:35:57 AM
ID: 70846a50-c748-40de-bf3e-c6812d87d7cc
Company Name: Pitkin County, Colorado
Carly Townsend
carly.townsend@docusign.com
Security Level: Email, Account Authentication
(None)
Sent: 7/29/2026 10:47:55 AM
Viewed: 7/29/2026 10:50:06 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/21/2026 3:46:47 PM
Envelope Updated Security Checked 7/28/2026 9:09:08 AM
Envelope Updated Security Checked 7/28/2026 9:11:56 AM
Envelope Updated Security Checked 7/29/2026 10:46:01 AM
Envelope Updated Security Checked 7/29/2026 10:46:01 AM
Envelope Updated Security Checked 7/29/2026 10:46:01 AM
Certified Delivered Security Checked 7/29/2026 10:47:24 AM
Signing Complete Security Checked 7/29/2026 10:47:48 AM
Completed Security Checked 7/29/2026 10:47:55 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide
you with certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically when we send you documents for
electronic signature.
Acknowledging your Access, Intent, and Consent to Receive and Sign Materials
Electronically
To confirm that you can access this information electronically, which will be similar to other
electronic notices and disclosures that we will provide to you, please verify that you were able to
read this electronic disclosure and that you also were able to print on paper or electronically save
this page for your future reference and access or that you were able to e-mail this disclosure and
consent to an address where you will be able to print on paper or save it for your future reference
and access. Further, if you consent to receive notices and disclosures exclusively in electronic
format on the terms and conditions described above, please let us know by clicking the 'I agree'
button below.
By checking the 'I Agree' box, I confirm that:
I am establishing my intent to be bound to the transaction, and indicating that I am fully
aware of the purpose for which the signature is being provided.
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify Pitkin County as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgments, and other documents that are required to be provided or made
available to me by Pitkin County during the course of my relationship with you.
Signing Documents without a Pitkin County DocuSign Account:
Pitkin County may not require all document signers to be authorized users of the Pitkin County
DocuSign Account. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to these terms and
conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this
document. When you don't have a DocuSign account, you will be provided the opportunity to
agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can
download and retain this disclosure. Pitkin County will forward completed documents that
you've reviewed, processed or signed via email. Should you require copies of these signed
documents (e.g., if they get deleted from your email account) you should request those
documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin
County custodian who sent you the document for signature.
Signing Documents with a Pitkin County DocuSign Account:
Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM
Parties agreed to: Madeline Hall, Meagan Phillips, Meagan Phillips
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to these terms and conditions, please
confirm your agreement by clicking the 'I agree' button at the bottom of this document.
Getting paper or electronic copies
At any time, you may request from us a paper or electronic copy of any record provided or made
available electronically to you by us. For such copies, as long as you are an authorized user of
the DocuSign system you will have the ability to download and print any documents we send to
you through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper or
electronic copies of any such documents from our office to you, you may be charged a per-page
fee. You may request delivery of such paper or electronic copies from us by following the
procedure described below.
Withdrawing your consent
If you are an authorized DocuSign Account holder, you can decide to receive notices and
disclosures from us electronically, you may at any time change your mind and tell us that
thereafter you want to receive required notices and disclosures only in paper format. Described
below is the process for informing us of your decision to receive future notices and disclosure in
paper format and also how to withdraw your consent to receive notices and disclosures
electronically.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign user account to receive required notices and consents electronically from us or to sign
electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgments, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Pitkin County:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to Helpdesk@provelocity.com
To advise Pitkin County of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at Helpdesk@provelocity.com and
in the body of such request you must state: your previous e-mail address, your new e-mail
address .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper or electronic copies from Pitkin County
To request delivery from us of paper or electronic copies of the notices and disclosures
previously provided by us to you electronically, you should request those documents from Pitkin
County under the Colorado Open Records Act by contacting the Pitkin County custodian who
sent you the document for signature.
To withdraw your consent with Pitkin County
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you
must state your e-mail, full name, Postal Address, telephone number, and account
number.