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HomeMy WebLinkAboutC04-167 Colorado Department of Public Health and Environment – Phase 1 Waiver #29 Community Nursing Program DEPARTMENT OR AGENCY NAME COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT Public Health Nursing Services Program DEPARTMENT OR AGENCY NUMBER FAA CONTRACT ROUTING NUMBER OS FAA 00016 APPROVED PHASE 1 WAIVER #29 COMMUNITY NURSING PROGRAM CONTRACT This Contract is made this lg` day of July, 2004 by and between the State of Colorado, acting by and through the DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT, whose address or principal place of business is 4300 Cherry Creek Drive South. Denver, Colorado 80246, hereinafter referred to as "the State' ;and, Board of County Commissioners of Easle County (a aolitical subdivision of the State of Colorado), whose address or principal place of business is 551 Broadway, Easle, CO 81631, hereinafter referred to as "the Contractor". WHEREAS, section 25-1-610.5, C.R.S., as amended, states, in part, that "(1) every local board of health shall assure the provision of public health nursing services to areas within its jurisdiction"; WHEREAS, section 25-1-610.5, C.R.S., as amended, defines "public health nursing services" as, "...those health services which are deemed by the board of health to be necessary or desirable for the public health and which are within the scope of the practice of nursing, as set forth in article 38 of title 12, C.R.S."; WHEREAS, the State, in order to carry out its lawful powers, duties, and responsibilities pursuant to section 25-1- 610.5, C.R.S., as amended, has determined that public health nursing services are desirable in Eagle County, Colorado; WHEREAS, the State has received General Funds from the State of Colorado to use for public health nursing services in the State of Colorado; WHEREAS, as of the effective date of this Contract, the State has a currently valid Group II purchasing delegation agreement with the Division of Finance and Procurement within the Colorado Department of Personnel and Administration; WHEREAS, the State and the Contractor mutually agree that the employment of (a) Public Health Nurse(s) (PHN), under the administrative control of the Contractor is the most efficient and effective way of providing these services; WHEREAS, the services to be performed by the Contractor pursuant to this Contract do not require compliance by either party to this Contract with the Health Insurance Portability and Accountability Act of 1996 or its implementing regulations; WHEREAS, as to the State, authority exists in the Law and Funds have been budgeted, appropriated, and otherwise made available and sufficient uncommitted balance thereof remains available for subsequent encumbering and payment in Fund Number 100, Appropriation Account(s) 080 ,and Organization Code(s) 0020, under Contract Encumbrance Number PO FAA OLL0500001b; and, WHEREAS, all required approvals, cleazances, and coordination have accomplished from and with all appropriate state agencies. Page 1 of 16 <~ NOW THEREFORE, in consideration of their mutual promises to each other, stated below, the parties hereto agree as follows: A. EFFECTIVE DATE AND TERM. The proposed effective date of this Contract is July 1, 2004. However, in accordance with section 24-30-202(1), C.R.S., as amended, this Contract is not valid until it has been approved by the State Controller, or an authorized designee thereof. The Contractor is not authorized to, and shall not, commence performance under this Contract until this Contract has been approved by the State Controller. The State shall have no fmancial obligation to the Contractor whatsoever for any work or services or, any costs or expenses, incurred by the Contractor prior to the effective date of this Contract. If the State Controller approves this Contract on or before its proposed effective date, then the Contractor shall commence performance under this Contract on the proposed effective date. If the State Controller approves this Contract after its proposed effective date, then the Contractor shall only commence performance under this Contract on that Later date. The initial term of this Contract shall commence on the effective date of this Contract and continue through and including June 30, 2005, unless sooner terminated by the parties pursuant to the terms and conditions of this Contract. In accordance with section 24-103- 503, C.R.S., as amended, and Colorado Procurement Rule R-24-103-503, the total term of this Contract, including any renewals or extensions hereof, may not exceed five (5) years. B. DUTIES AND OBLIGATIONS OF THE CONTRACTOR. The Contractor shall perform and complete, in a timely and satisfactory manner, all work items as specified in the Scope of Work which is incorporated herein by this reference, made a part hereof and attached hereto as Attachment A. C. DUTIES AND OBLIGATIONS OF THE STATE ~ecific Financial Obligation of the State under this Contract. In consideration for those services timely and satisfactorily performed by the Contractor under this Contract, the State shall cause to be paid to the Contractor a sum not to exceed SEVENTY THOUSAND SEVEN HUNDRED THIRTEEN AND 23/100 DOLLARS, ($70,713.23) for the initial term of this Contract. Of the total fmancial obligation of the State referenced above, $70,713.23, is identified as attributable to a funding source of the State of Colorado. 2. Reimbursement. Contractor shall receive twenty-five percent (25%) of the amount specified in paragraph C.1 above ("Quarterly Payment") within thirty (30) calendar days following the end of each quarter. The fmal Quarterly Payment of the contract term, or any renewals, will only be made after the Contractor has completed all items in the Scope of Work. The final payment will be made by the State to Contractor within thirty (30) calendar days after receipt of the completed items by the State or within thirty (30) calendar days following the end of the fmal quarter whichever is later. All completed items from the Scope of Work shall be sent to: Public Health Nursing Services Program Colorado Department of Pubic Health and Environment Att: Karen O'Brien 4300 Cherry Creek Drive South, Bi Denver, CO 80246 Contract Renewal, Extension, and Modification. The State, with the concurrence of the Contractor, may prospectively renew or extend the term of this Contract, or increase or decrease the amount payable under this Contract through a "Limited Amendment" that is substantially similar to the sample form Limited Amendment that is incorporated herein by this reference and identified as "Attachment B". To be effective, this Limited Amendment must be signed by the State and the Contractor, and be approved by the State Controller or an authorized delegate thereof. The parties understand that this Limited Amendment shall be used only for the following: Page 2 of 16 a. To increase or decrease the level of funding during the can ent term of the Original Contract due to an increase or decrease in the amount of goods and/or level of services being provided based upon the existing Scope of Work and/or established budget/pricing; b. To revise specifications within the current Scope of Work and/or Budget that increase/decrease the level of funding during the current term of the Original Contract; c. To renew or extend the teen of the contract with appropriate changes in the amount of funding that results in a new total fmancial obligation of the State based upon: i. the same Scope of Work and pricing, or ii. revised specifications to the previously defined Scope of Work. d. To make changes to the specifications to the original Scope of Work, project management/manager identification, notice address or notification personnel, or the period of performance, that result in "no cost" changes to the Budget. Upon proper execution and approval, this Limited Amendment shall become a formal amendment to this Contract. 4. Other Contract Modifications. If either the State or the Contractor desires to modify the terms and conditions of this Contract other than as provided for in paragraph C.4 above, then the parties shall execute a standard written amendment to this Contract initiated by the State. The standard written amendment must be executed and approved in accordance with all applicable laws and rules by all necessary parties including the State Controller or delegate. D. GENERAL PROVISIONS. 1. Because this Contract involves the expenditure of federal, state, or private funds, this Contract is subject to, and contingent upon, the continued availability of those funds for payment pursuant to the terms and conditions of this Contract. If those funds, or any part thereof, become unavailable as determined by the State, then the State may immediately terminate this Contract. 2. The Contractor warrants that it possesses actual, legal authority to enter into this Contract. The Contractor further warrants that it has taken all actions required by its applicable laws, procedures, rules, or bylaw to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract and bind the Contractor to its terms and conditions. The person or persons signing this Contract, or any attachment(s) or amendment(s) hereto, also warrant(s) that such person(s) possess(es) actual, legal authority to execute this Contract, and any attachment(s) or amendment(s) hereto, on behalf of the Contractor. 3. During the term of this Contract, and any renewal or extension thereof, the Contractor shall procure, at its own expense, and keep in force and effect, the following insurance coverages: A. As required by State law, standard Workers' Compensation insurance, including occupational disease; and, Employer Liability insurance, which covers all employees, on or off the work site, while acting within the course and scope of employment, in the amounts prescribed by applicable State law. B. Comprehensive General Liability or Commercial General Liability insurance, to include bodily injury, personal injury, and property damage coverage, in the minimum amount of $600,000 combined single limit for total injuries or damages arising from any one incident (for bodily injuries or damages). The Contractor must purchase additional insurance if claims against the Contractor reduce the available general aggregate amount below $600,000 during the term of the Contract. C. Automobile Liability insurance in the minimum amount of $600,000 combined single Page 3 of 16 limit auto insurance. D. All insurance policies shall be issued by a company authorized to do business in Colorado. The State of Colorado is to be named as additional insured on any issued insurance policy. Each insurance policy shall contain a provision which prevents cancellation of that insurance policy without sixty (60) days' prior written notice, by certified mail, return receipt requested, of such cancellation to the State. On or before the effective date of this Contract, the Contractor shall provide the State with a certificate of insurance as evidence that such insurance coverages are in effect as of the effective date of this Contract. 4. The Contractor certifies that, as of the effective date of this Contract, it has currently in effect all required licenses, certifications, approvals, insurance, permits, etc., if any, that are necessary to properly perform the services andJor deliver the products specified in this Contract. The Contractor also warrants that it shall maintain all required licenses, certifications, approvals, insurance, permits, etc., if any, that are necessary to properly perform this Contract, without reimbursement by the State or other adjustment in the Contract price. Additionally, alt employees or subcontractors of the Contractor performing services under this Contract shall hold, and maintain in effect, all required licenses, certifications, approvals, insurance, permits, etc., if any, that are necessary to perform their duties and obligations under this Contract. Any revocation, withdrawal or nonrenewal of any required licenses, certifications, approvals, insurance, permits, etc., if any, that are necessary for the Contractor, or its employees and subcontractors, to properly perform its duties and obligations under this Contract shall be grounds for termination of this Contract by the State for default without further liability to the State. 5. To be considered for payment, billings for payments pursuant to this Contract must be received within a reasonable time after the period for which payment is requested; but in no event no later than sixty (60) calendar days after the relevant performance period has passed. Final billings under this Contract must be received by the State within a reasonable time after the expiration or termination of this Contract; but in no event no later than sixty (60) calendar days from the effective expiration or termination date of this Contract. 6. Unless otherwise provided for in this Contract, "Local Match" shall be included on all billing statements, in the column provided therefore, as required by the funding source. 7. The Contractor shall grant to the State, or its authorized agents, access to the records and fmancial statements of the Contractor that directly relate to its performance under this Contract. The Contractor shall retain all such records and fmancial statements for a period of six (6) years after the date of issuance of a final audit report. This requirement is in addition to any other audit requirements contained in other paragraphs of this Contract. 8. Unless otherwise provided for in this Contract, for all contracts with terms longer than three (3) months, the Contractor shall submit a written progress report specifying the progress made for each activity identified in this Contract. These progress reports shall be submitted in accordance with any applicable procedures developed and prescribed by the State. The preparation of progress reports in a timely manner is the responsibility of the Contractor. If the Contractor fails to comply with this provision, then the failure: may result in a delay of payment of funds; or, termination of this Contract. 9. The Contractor shall maintain a complete file of all records, documents, communications, and other materials that directly relate to this Contract. These materials shall be sufficient to properly reflect all duect and indirect costs of labor, materials, equipment, supplies, and services, and other costs of whatever nature for which a contract payment was made. These records shall be maintained according to generally accepted accounting principles and shall be easily separable from other records of the Contractor. Copies of all such records, documents, communications, and other materials shall be the property of the State and shall be maintained by the Contractor, in a Page 4 of 16 central location as custodian for the State, on behalf of the State, for a period of six (6) years from the date of final payment under this Contract, or for such further period as may be necessary to resolve any pending matters, including, but not limited to, audits performed by the federal government. 10. The Contractor authorizes the State, or its authorized agents or designees, to perform audits or make inspections of those records that duectly relate to its performance under this Contract. Audits and inspections may be made at any reasonable time during the term of this Contract and for a period of three (3) after the termination or expiration date of this Contract. The Contractor shall permit the State, or any other duly authorized governmental agent or agency, to monitor all activities conducted by the Contractor pursuant to the terms of this Contract. Monitoring may include, but is not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checks, formal audit examinations, or any other reasonable procedures. All monitoring shall be performed by the State in a manner that does not unduly interfere with the work of the Contractor. 11. Subject to the Public (Open) Records Act, section 24-72-101, et sue, C.RS., as amended, if the Contractor obtains access to any records, files, or other information of the State in connection with, or during the performance of, this Contract, then the Contractor shall keep all such records, files, or other information confidential and shall comply with all laws and regulations concerning the confidentiality of all such records, files, or information to the same extent as such laws and regulations apply to the State. Any breach of confidentiality by the Contractor, or third party agents of the Contractor, shall constitute good cause for the State to cancel this Contract, without liability to the State. Any State waiver of an alleged breach of confidentiality by the Contractor, or third party agents of the Contractor, does not constitute a waiver of any subsequent breach by the Contractor, or third party agents of the Contractor. 12. Unless otherwise provided for in this Contract, or in a written amendment executed and approved pursuant to the Fiscal Rules of the state of Colorado, all material, information, data, computer software, documentation, studies, and evaluations produced in the performance of this Contract for which the State has made a payment under this Contract are the sole property of the State. 13. If any copyrightable material is produced under this Contract, then the State shall have a paid in full, irrevocable, royalty free, and non-exclusive license to reproduce, publish, or otherwise use, and authorize others to use, the copyrightable material for any purpose authorized by the Copyright Law of the United States as now or hereinafter enacted. Upon the written request of the State, the Contractor shall provide the State with three (3) copies of all such copyrightable material. 14. If required by the terms and conditions of a state grant, the Contractor shall obtain the prior approval of the State and all necessary third parties prior to publishing any materials produced under this Contract. If required by the terms and conditions of a state grant, the Contractor shall also credit the State and all necessary third parties with assisting in the publication of any materials produced under this Contract. 15. If this Contract is in the nature of personaUpurchased services, then the State reserves the right to inspect services provided under this Contract at all reasonable times and places during the term of this Contract. "Services", as used in this clause, includes services performed or written work performed in the performance of services. If any of the services do not conform with the terms of this Contract, then the State may require the Contractor to perform the services again in conformity with the terms of this Contract, with no additional compensation to the Contractor for the reperformed services. When defects in the quality or quantity of the services cannot be corrected by reperformance, then the State may: require the Contractor to take all necessary actions} to ensure that the future performance conforms to the terms of the Contract; and, equitably reduce the payments due to the Contractor under this Contract to reflect the reduced value of the services performed by the Contractor. These remedies in no way limit the other Page 5 of 16 remedies available to the State as set forth in this Contract. 16. If, through any cause attributable to the action(s) or inactions) of the Contractor, the Contractor: fails to fulfill, in a timely and proper manner, its duties and obligations under this Contract; or, violates any of the agreements, covenants, provisions, stipulations, or terms of this Contract, then the State shall thereupon have the right to cancel this Contract, in whole or in part, for cause by giving written notice thereof to the Contractor. The written notice shall be given to the Contractor no less than thirty (30) calendar days before the proposed cancellation date and shall afford the Contractor the opportunity to cure the default or state why cancellation is otherwise inappropriate. If this Contract is cancelled for default, then all finished or unfimished data, documents, drawings, evaluations, hazdwaze, maps, models, negatives, photographs, reports, software, studies, surveys, or any other material, medium or information, however constituted, which has been or is to be produced or prepared by the Contractor under this Contract shall, at the option of the State, become the property of the State. The Contractor shall be entitled to receive just and equitable compensation for any services or supplies delivered to, and accepted by, the State. If applicable, the Contractor shall return any unearned advance payment it received under this Contract to the State. Notwithstanding the above, the Contractor is not relieved of liability to the State for any damages sustained by the State because of the breach of this Contract by the Contractor. The State may withhold any payment due to the Contractor under this Contract to mitigate the damages of the State until such time as the exact amount of those damages is determined. If, after canceling this Contract for default, it is determined for any reason that the Contractor was not in default, or that the action(s) or inactions) of the Contractor was excusable, then such cancellation shall be treated as a termination for convenience, and the respective rights and obligations of the parties shall be the same as if this Contract had been terminated for convenience as described below. 17. The State may, when the interests of the State so require, terminate this Contract, in whole or in part, for the convenience of the State. The State shall give written notice of termination to the Contractor. The written notice shall specify the part(s) of the Contract terminated. The written notice shall be given to the Contractor no less than thirty (30) calendar days before the effective date of termination. If this Contract is terminated for convenience, then all fmished or unfinished data, documents, drawings, evaluations, hazdwaze, maps, models, negatives, photographs, reports, software, studies, surveys, or any other material, medium or information, however constituted, which has been or is to be produced or prepared by the Contractor under this Contract shall, at the option of the State, become the property of the State. The Contractor shall be entitled to receive just and equitable compensation for any services or supplies delivered to, and accepted by, the State. If applicable, the Contractor shall retunn any unearned advance payment it received under this Contract to the State. This paragraph in no way implies that a party has breached this Contract by the exercise of this pazagraph. If this Contract is terminated by the State as provided for herein, then the Contractor shall be paid an amount equal to the percentage of services actually performed for, or goods actually delivered to, the State, less any payments already made by the State to the Contractor for those services or goods. However, if less than sixty percent (60%) of the services or goods covered by this Contract have been performed or delivered as of the effective date of termination, then the Contractor shall also be reimbursed (in addition to the above payment) for that portion of those actual "out-of-pocket" expenses (not otherwise reimbursed under this Contract) incurred by the Contractor during the term of this Contract that are directly attributable to the uncompleted portion of the services, or the undelivered portion of the goods, covered by this Contract. In no event shall reimbursement under this clause exceed the total fmancial obligation of the State to the Contractor under this Contract. If this Contract is canceled for default because of a material breach of this Contract by the Contractor, then the above provisions for cancellation for default shall apply. 18. Neither the Contractor nor the State shall be liable to the other for any delay in, or failure of performance of, any covenant or promise contained in this Contract to the extent that the delay or failure is caused by a supervening cause. As used in this Contract, "supervening cause" is defined to mean: an act of God, fire, explosion, action of the elements, strike, interruption of transportation, rationing, court action, illegality, unusually severe weather, war, or any other cause Page 6 of 16 which is beyond the control of the affected party and which, by the exercise of reasonable diligence, could not have been prevented by the affected party. A delay or failure to perform that is caused by a supervening cause shall not constitute a material breach of this Contract or give rise to any liability for damages therefor under this Contract. 19. The enforcement of the terms and conditions of this Contract, and all rights of action related to that enforcement, shall be strictly reserved to the State and the Contractor. Nothing contained in this Contract shall give rise to, or allow, any claim or right of action whatsoever to or by any third person. Nothing contained in this Contract shall be construed as a waiver of any provision of the Colorado Governmental Immunity Act, section 24-10-101 et sue, C.R.S., as amended. Any person or entity, other than the State or the Contractor, who may receive services or benefits under this Contract shall be deemed an incidental beneficiary only. 20. To the extent that this Contract may be executed and performance of the obligations of the parties maybe accomplished within the intent of this Contract, the terms of this Contract are severable. If any term or provision of this Contract is declazed invalid by a court of competent jurisdiction, or becomes inoperative for any other reason, then that invalidity or failure shall not affect the validity of any other term or provision of this Contract. 21. The waiver of a breach of a term or provision of this Contract shall not be construed as a waiver of a breach of any other term or provision of this Contract or, as a waiver of a breach of the same term or provision upon subsequent breach. 22. If this Contract is in the nature of personal/purchased services, then, except for accounts receivable, the rights, duties, and obligations of the Contractor shall not be assigned, delegated, or otherwise transferred, except with the prior, express, written consent of the State. 23. Unless otherwise provided for in this Contract, this Contract shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns. 24. Unless otherwise provided for in this Contract, the Contractor shall notify the State, within five (5) working days after being served with a summons, complaint, or other pleading in any case that involves any services provided under this Contract and which has been filed in any federal or state court or administrative agency. The Contractor shall deliver copies of any documents that it was served with to the State within five working (5) days of the date of service. 25. This Contract is subject to such modifications as may be required by changes in applicable law, or the implementing rules, regulations, or procedures of that law. Any required modification(s) shall be automatically incorporated into, and be made a part of, this Contract as of the effective date of the change as if that change was fully set forth herein. Except as provided above, no modification of this Contract shall be effective unless that modification is agreed to in writing by both parties in the form of a written amendment to this Contract that has been previously executed and approved in accordance with the Fiscal Rules of the state of Colorado. 26. Unless otherwise provided for in this Contract, all terms and conditions of this Contract, and the attachments or exhibits hereto, that may require continued performance or compliance beyond the termination or expiration date of this Contract shall survive that termination or expiration date and shall be enforceable as provided for herein. 27. Unless otherwise provided for in this Contract, no term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act (CGIA), section 24- 10-101, et sea.' C.R.S., as amended. Liability for claims for injuries to persons or property arising out of the alleged negligence of the State or the Contractor, their departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of section 24-10-101 et sea., C.R.S., as amended. Page 7 of 16 28. The captions and headings used in this Contract are for identification only, and shall be disregarded in any construction of the terms, provisions, and conditions of this Contract. 29. The exclusive venue for any action related to this Contract shall be in the City and County of Denver, Colorado. 30. All attachments or exhibits to this Contract are incorporated herein by this reference and made a part hereof as if fully set forth herein. In the event of any conflict or inconsistency between the terms of this Contract and those of any attachment or exhibit to this Contract, the terms and conditions of this Contract shall control. 31. This Contract is the complete integration of all understandings between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein in writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a written amendment to this Contract executed and approved in accordance with applicable law. E. SPECIAL PROVISIONS. CONTROLLER'S APPROVAL. CRS 2430-202 (1) This contract shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such assistant as he may designate. 2. FUND AVAILABILITY. CRS 2430-202 (5.5) Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. 3. INDEMNIFICATION. The contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the Contractor, or its employees, agents, subcontractors, or assignees pursuant to the terms of this contract. 4. WDEPENDENT CONTRACTOR. 4 CCR 801-2 THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE CONTRACTOR NOR ANY AGENT OR EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE STATE. CONTRACTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID BY THE STATE PURSUANT TO THIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE CONTRACTOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. CONTRACTOR SHALL HAVE NO AUTHORIZATION, EXPRESS OR IMPLIED, TO BIND THE STATE TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND KEEP IN FORCE WORKERS' COMPENSATION (AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE CONTRACTOR, Page 8 of 16 ITS EMPLOYEES AND AGENTS. 5. NON-DISCRIMINATION. The contractor agrees to comply with the letter and the spirit of all applicable state and federal laws respecting discrimination and unfair employment practices. 6. CHOICE OF LAW. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this contract. Any provision of this contract, whether or not incorporated herein by reference, which provides for azbitration by any extra judicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this contract to the extent that the contract is capable of execution. At all times during the performance of this contract, the Contractor shall strictly adhere to all applicable federal and State laws, rules, and regulations that have been or may hereafter be established. 7. VENDOR OFFSET. CRS 24-30-202 (1) &CRS 24-30-202.4 Pursuant to CRS 24-30-202.4 (as amended), the State Controller may withhold debts owed to State agencies under the vendor offset intercept system for: (a) unpaid child support debt or child support aneazages; (b) unpaid balance of tax, accrued interest, or other charges specified in Article 21, Title 39, CRS; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) owed amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State or any agency thereof, the amount of which is found to be owing as a result of final agency determination or reduced to judgment as certified by the controller. 8. SOFTWARE PIRACY PROHIBITION GOVERNOR'S EXECUTIVE ORDER No State or other public funds payable under this Contract shall be used for the acquisition, operation or maintenance of computer softwaze in violation of United States copyright laws or applicable licensing restrictions. The Contractor hereby certifies that, for the term of this Contract and any extensions, the Contractor has in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that the Contractor is in violation of this paragraph, the State may exercise any remedy available at law or equity or under this Contract, including, without limitation, immediate termination of the Contract and any remedy consistent with United States copyright laws or applicable licensing restrictions. 9. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 & CRS 24-50-507 The signatories aver that to their lrnowledge, no employee of the State of Colorado has any personal or beneficial interest whatsoever in the service or property described herein. Page 9 of 16 IN WITNESS WHEREOF, the parties hereto have executed this Contract on the day first above written. CONTRACTOR: BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY (a politics! subdivision of the State of Colorado) STATE: STATE OF COLORADO Bill Owens, Governor By: Name: Title: FEIN: (A Seal is required.) ATTEST: (An Attestation is required.) By: A corporate attestation is required. A corporate seal may be affixed if available By: For the Executive Director DEPARTMENT OF PUBLIC HEALTH AND ENVII2ONMENT PROGRAM APPROVAL: l r~l~ By: APPROVALS: COLORADO DEPARTMENT OF LAW OFFICE OF THE ATTORNEY GENERAL Kea Salazar, Attorney General By: Date: ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for the goods and/or services provided. STATE CONTROLLER: Arthur L. Barnhart By: Date: Revised: l2/12/03 Page 10 of 16 ATTACHMENT A Scope of Work DUTIES AND OBLIGATIONS OF THE CONTRACTOR The current practice of Public Health Nursing uses the core public health functions model (assessment, assurance, and policy development) as a framework for organizing, delivering, and evaluating interventions aimed at improving health. The ten essential public health services delineate and clearly describe the core public health functions. This model can be referenced to provide public health services within a jurisdiction. 1. Five Yeaz Community Health Assessment. The Contractor shall perform a community health assessment at least once every five (5) years and submit a written report to the State's Office of Local Liaison ("OLL") upon completion of that five-yeaz community health assessment. The written report shall include, but is not limited to, the following information: A. An analysis of the available community health data (including Maternal and Child Health performance measures) to identify the primary health needs in the community. The ten essential services can be used as the framework for analyzing needs; B. A list, and discussion of the primary local public health issues identified in the community assessment process. The discussion should include, but does not need to be limited to a review of the Contractor's prenatal, child, adolescent, and special needs populations; and, C. A list, and discussion of the health interventions the Contractor has deemed necessary or desirable to address primary public health issues. 2. Annual Community Health Plan. The Contractor shall submit an "Annual Community Health Plan" to the State's Office of Local Liaison for each calendar year that this Contract is in effect. The Contractor shall submit its Annual Community Health Plan on or before January 31 for each year that this Contract is in effect. The Annual Community Health Plan shall include, but is not limited to, the following information: A. An outline of the Contractor's goals and objectives for the calendar year covered by the Plan to address the primary local public health issues identified in the 5-year community assessment; B. The public health interventions the Contractor intends to provide in the calendar year covered by the Plan to meet the annual goals and objectives; C. A summary of the Contractor's progress in achieving its goals and objectives from the previous calendar year; Page 11 of 16 D. An evaluation of the primary health needs the Contractor has identified in its five year community assessment by monitoring and tracking all available data for key indicators; and, E. On or before June of each year that this Contract is in effect, the Contractor shall review the "Annual Community Health Plan Summary Report" with its assigned State consultant to identify any short or long term support needs from the State. As of the effective date of this Contract, the State has given the Contractor a copy of the 1999 edition of "ScoQe and Standards of Public Health Nursing, Practice." This publication is endorsed by the American Nurses Association, the American Public Health Association, the Association of Community Health Nursing Educators, and the Association of State and Territorial Directors of Nursing. This publication serves as a national standard and guide for public health nursing practices. The State encourages the Contractor to abide by, and achieve, the standards contained in this publication. A copy of all currently employed active Registered Nurse licenses will be kept on file by the Contractor. Page 12 of 16 ATTACHMENT B DEPARTMENT OR AGENCY NAME COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT (ADD PROGRAM NAME HERE) DEPARTMENT OR AGENCY NUMBER *** CONTRACT ROUTING NUMBER **_***** LIMITED AMENDMENT #* This Limited Amendment is made this **** day of *********, 200*, by and between the State of Colorado, acting by and through the DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT, whose address or principal place of business is 4300 Cherry Creek Drive South. Denver, Colorado 80246, hereinafter referred to as the "State"; and, LEGAL NAME OF ENTITY. (legal tvae of entity), whose address or principal place of business is Street Address, City, State & Zip Code, hereinafter referred to as the "Contractor". FACTUAL RECITALS The parties entered into a contract dated ******** ** ****, with contract encumbrance number PO *** **********, and contract routing number ** *** *****, whereby the Contractor was to provide to the State the following: [briefly describe what the Contractor was to do under the original contract -indent this paragraph] (Please choose one of the followins four options and then delete this heading and the other three options not selected• The State promises to (choose one and delete the other increase/decrease the amount of funds to be paid to the Contractor by ********** Dollars, ($* **) during the current term of the Original Contract in exchange for the promise of the Contractor to perform the [choose one and delete the otherJincreased/decreased work under the Original Contract. The State promises to pay the Contractor the sum of ********** Dollars, $( *.**) in exchange for the promise of the Contractor to continue to perform the work identified in the Original Contract for the renewal term of **** years/months, ending on ******** **, ****. The State promises to (choose one and delete the other)increase/decrease the amount of funds to be paid to the Contractor by ********** Dollars, $( *.**) for the renewal term of **** [choose one and delete the other)years/months, ending on ******** **, ****, in exchange for the promise of the Contractor to perform the [choose one and delete the other)inereased/deereased specifications to the Scope of Work described herein. The State hereby exercises a "no cost" change to the [insert those that apply and delete those that don't[budget, specifications within the Scope of Work, project management/manager identification, notice address or notification personnel, or performance period within the [choose one and delete the other[current term of the Original Contract or renewal term of the Original Contract. NOW THEREFORE, in consideration of their mutual promises to each other, stated below, the parties hereto agree as follows: Consideration for this Limited Amendment to the Original Contract consists of the payments and services Page 13 of 16 that shall be made pursuant to this Limited Amendment, and promises and agreements herein set forth. 2. It is expressly agreed to by the parties that this Limited Amendment is supplemental to the original contract, contract routing number ** *** *****, [insert the following language here if previous amendment(s), change order(s), renewal(s) have been processed]as amended by (include all previous amendment(s), change order(s), renewal(s) and their routing numbers], [insert the following word here if previous amendment(s), change order(s), renewal(s) have been processed]collectively referred to herein as the Original Contract, which is by this reference incorporated herein. All terms, conditions, and provisions thereof, unless specifically modified herein, are to apply to this Limited Amendment as though they were expressly rewritten, incorporated, and included herein. 3. It is expressly agreed to by the parties that the Original Contract is and shall be modified, altered, and changed in the following respects only: A. [Use this paragraph when changes to the funding level of the Original Contract occur during the current term of the Original Contract[This Limited Amendment is issued pursuant to paragraph *_*. of the Original Contract identified by contract routing number ** *** *****. This Limited Amendment is for the current term of ********* ** ****, through and including ********* ** ****. The maximum amount payable by the State for the work to be performed by the Contractor during this current term is [choose one and delete the other]Increased/decreased by ********** Dollars, $*.** for an amended total fmancial obligation of the State of ********** DOLLARS, $*.** . [delete any portion of this sentence that is not applicable]The revised specifications to the original Scope of Work and the revised Budget, if any, aze incorporated herein by this reference and identified as "Attachment *" and "Attachment *". The first sentence in paragraph *_*. of the Original Contract is modified accordingly. All other terms and conditions of the Original Contract are reaffirmed. A. (Use this paragraph when the Original Contract will be renewed for another term]This Limited Amendment is issued pursuant to paragraph *. *. of the Original Contract identified by contract routing number ** *** *****. This Limited Amendment is for the renewal term of ********* ** ****, through and including ********* ** ****. The maximum amount payable by the State for the work to be performed by the Contractor during this renewal term is ********** Dollars, $( *.**) for an amended total financial obligation of the State of ********** DOLLARS, ($*.**). This is an [choose one and delete the other]increase/decrease of ********** Dollars. ($*.**) of the amount payable from the previous term. [delete any portion of this sentence that is not applicable]The revised specifications to the original Scope of Work and revised Budget, if any, for this renewal term are incorporated herein by this reference and identified as "Attachment *" and "Attachment *". The first sentence in paragraph *_*. of the Original Contract is modified accordingly. All other terms and conditions of the Original Contract are reaffirmed. A. [Use this paragraph when there are "no cost changes" to the Budget, the specifications within the original Scope of Work, allowable contract provisions as noted, or performance period.]This Limited Amendment is issued pursuant to paragraph *_*. of the Original Contract identified by contract routing number ** *** *****. This Limited Amendment (choose those that apply and delete those that don't]modifies the Budget in [identify location in contract), modifies the specifications to the Scope of Work in (identify location in contract], modifies the project management/manager identification in [identify location in contract], modifies the notice address or notification personnel in [identify location in contract], modifies the period of performance in [identify location in contract] of the Original Contract. The revised [choose those that apply and delete those that don't]Budget, specifications to the original Scope of Work, project management/manager identification, notice address or notification personnel, or period of performance is incorporated herein by this reference and identified as "Attachment *". All other terms and conditions of the Original Contract are reaffirmed. 4. The effective date of this Amendment is date, or upon approval of the State Controller, or an authorized Page 14 of 16 delegate thereof, whichever is later. 5. Except for the General Provisions and Special Provisions of the Original Contract, in the event of any conflict, inconsistency, variance, or contradiction between the terms and provisions of this Amendment and any of the terms and provisions of the Original Contract, the terms and provisions of this Amendment shall in all respects supersede, govern, and control. The Special Provisions shall always control over other provisions of the Original Contract or any subsequent amendments thereto. The representations in the Special Provisions to the Original Contract concerning the absence of personal interest of state of Colorado employees is presently reaffirmed. 6. FINANCIAL OBLIGATIONS OF THE STATE PAYABLE AFTER THE CURRENT FISCAL YEAR ARE CONTINGENT UPON FUNDS FOR THAT PURPOSE BEING APPROPRIATED, BUDGETED, AND OTHERWISE MADE AVAILABLE. Page I S of 16 y r IN WITNESS WHEREOF, the parties hereto have executed this Form Amendment on the day first above written. CONTRACTOR: STATE: [LEGAL NAME OF CONTRACTOR] (legal type of entit ) By: ~ Name• "~ ~' Title: ~ ` ~ FEIN: STATE OF COLORADO Bill Owens, Governor By: ATTEST: If the Contractor is a corporation or governmental entity, then an attestation is required. ,~ & r...s_~. ~, r ~ /s. v ; '~ •+~i sy (Seal, if available.) ~ ~z ~ _' .~ >° ., ~ y ~. City, City and Co nty, County, Special District, or Town Clerk or Equivalent Corporate Secretary or Equivalent (Delete inappllcahle language.) For the Executive Director DEPARTMENT OF PUBLIC HEALTH AND ENVIItONMENT PROGRAM APPROVAL: By: ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This limited amendment is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for goods andlor services provided. STATE CONTROLLER Arthur L. Barnhart By: Date: Form: LAT10-31-03GN Page 16 of 16