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Home My WebLink AboutC05-112 CDPHE DEPARTMENT OR AGENCY NAME COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT DEPARTMENT OR AGENCY NUMBER FAA CONTRACT ROUTING NUMBER 05-00132 APPROVED MASTER CONTRACT PROGRAM WAIVER #154 MASTER CONTRACT This MASTER CONTRACT is made this 25th day of April, 2005, by and between the State of Colorado, for the use and benefit of the COLORADO 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 EAGLE COUNTY (a political subdivision of the state of Colorado ), whose address or principal place of business is PO Box 850, 500 Broadway, Eae:le, Colorado 81631, hereinafter referred to as "the Contractor". WHEREAS, section 29-2-101, 9 eR.S., as amended, encourages governments to make the most effective and efficient use of their powers and responsibilities by cooperating and contracting with each other to the fullest extent possible to provide any function, service, or facility lawfully authorized to each of the cooperating or contracting entities; WHEREAS, it is the intent of the parties in entering into this Master Contract: to provide for the continued and future services by the Contractor related to the performance of various health and environmental programs; and to ensure that the citizens ofEal!:le County, Colorado are provided with effective and efficient health and environmental administrative management and community outreach activities in a manner designed to encourage their participation in these programs; WHEREAS, the State and the Contractor agree that the most effective and efficient way to provide these services is at the local level; WHEREAS, the State has formulated a comprehensive plan and applicable budgets relative to the State's programs and services which allocates funds to the Contractor in order to provide health and environmental services to the citizens ofEal!:le County, Colorado; WHEREAS, funding under this Master Contract shall be allocated to the Contractor through program specific Task Orders; WHEREAS, as of the effective date of this Master 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, this procurement is exempt from the Colorado Procurement Code and Rules because the Contractor is a political subdivision of the State of Colorado; WHEREAS, the State deems the Contractor to be a responsible and responsive agency to provide health and environmental services in Eal!:le County, Colorado because it has adequate facilities, personnel, and equipment; WHEREAS, the State deems it to be in the best interests for the protection of human health and the environment to engage the Contractor to perform the work identified in a specific Task Order subject to the terms and conditions of this Master Contract; Page 1 of 15 WHEREAS, the Contractor deems it to be in the interest of the protection of human health and the environment to perform the work stated herein and as further described in the specific Task Order related hereto; and WHEREAS, all required approvals, clearances, and coordination have been accomplished from and with all appropriate agencies. NOW THEREFORE, in consideration of their mutual promises to each other, hereinafter stated, the Parties hereto agree as follows: A. PERIOD OF PERFORMANCE AND CONTRACT TERMINATION. The effective date of this Master Contract is April 25, 2005, or on such other date as this Master Contract is approved by the State Controller, whichever is later. The term of this Master Contract shall commence on April 25, 2005 and continue through and including April 24, 2010, unless sooner terminated by the parties pursuant to the terms and conditions contained in this Master Contract. Subject to annual appropriations of the Contractor, if the Contractor does not receive sufficient annual appropriations to fund its continued performance of a Task Order, or Task Orders, issued pursuant to this Master Contract, then the Contractor may terminate a Task Order, or Task Orders, upon thirty (30) calendar days written notice to the State. B. DEFINITIONS. 1. "State Project Manager" (SPM), means the project or contract manager within the applicable State program responsible for overseeing the accomplishment of a specific Task Order, and its accompanying Statement of Work and budget. 2. "Statement of Work" (SOW), means a statement of program specific services to be provided by the Contractor, which statement is attached to a related Task Order. 3. "Task Order" (TO), means a subordinate document to this Master Contract which is signed by the State and the Contractor, is approved by the State Controller and the Attorney General, and has attached to it (a) program specific SOW(s) with (an) accompanying budget(s). A sample TO is attached hereto as "Attachment A". 4. "Task Order Change Order Letter" (TOCOL), means a change order letter which is signed by the State and the Contractor, is approved by the State Controller, and includes a revised SOW and accompanying revised budget. A sample TOCOL is attached hereto as "Attachment B". 5. "Task Order Renewal Letter" (TORL), means a renewal letter which is signed by the State and the Contractor, is approved by the State Controller, and includes a revised SOW and accompanying revised budget. A sample TORL is attached hereto as "Attachment C". C. GENERAL. 1. It is the express intent of the parties in entering into this Master Contract: to create a vehicle through which the parties can enter into a simplified TO for the purchase and delivery of health and environmental services; to stipulate that the Contractor is an approved entity to perform certain activities for the State; and, to set forth the terms and conditions under which these activities shall be performed by the Contractor. Neither party incurs a fmancial obligation to the other party merely by entering into this Master Contract. The parties expressly acknowledge that while this Master Contract authorizes the purchase of health and environmental services pursuant to its terms and conditions, no specific purchase of health and environmental services is made by this Master Contract. The State may purchase health and environmental services from the Contractor, and the Contractor may provide health and environmental services to the State, under this Master Contract through a TO. A TO incorporates by reference all of the terms and conditions ofthis Master Contract. A TO may have additional program specific requirements in the body of that TO. When Page 2 of 15 the State and the Contractor mutually agree upon the health or environmental services to be purchased from and performed by, the Contractor, the parties may enter into a TO, with an accompanying SOW and budget, for the purchase and delivery of those health and environmental services. The State's financial obligation to the Contractor for specific health and environmental services accrues only upon the execution of a TO authorizing the Contractor to deliver those specific health and environmental services. D. DUTIES AND OBLIGATIONS OF THE CONTRACTOR. 1. The Contractor's obligations under this Master Contract are: to remain willing and able to provide health and environmental services; and, to perform those health and environmental services pursuant to (a) TO(s) for the duration of this Master Contract. If at some time after the execution of this Master Contract, the Contractor becomes unable to complete its obligations under this Master Contract or (an) associated TO(s), then the Contractor may terminate this Master Contract, or the associated TO(s) pursuant to the termination provisions hereinafter set forth. 2. The Contractor shall be responsible for the professional quality, technical accuracy, timely coordination of the delivery, and satisfactory completion, of all health and environmental services proposed and furnished by the Contractor under this Master Contract and (an) associated TO(s). 3. The Contractor expressly acknowledges that this Master Contract sets forth the general and special contractual terms and conditions of the parties, and that a TO sets forth the work specifically contracted for by the State with the Contractor. Notwithstanding any other provision herein to the contrary, the SOW in a TO shall govern the delivery of health and environmental services by the Contractor under that TO. However, in the event of a conflict between a SOW and this Master Contract, this Master Contract shall control. 4. Except as may otherwise be specifically limited in this Master Contract, the Contractor shall provide all necessary personnel, materials, equipment, and facilities, among other things, which may be required to effectively and efficiently deliver the health and environmental services and complete the tasks described in a TO issued pursuant this Master Contract. The Contractor may subcontract the performance of some, or all, of the health and environmental services to be provided under a TO. A subcontractor shall be subject to all of the terms, conditions, duties, and obligations of a TO. 5. The Contractor may accept or reject any TO, TOCOL, or TORL offered by the State under this Master Contract. E. COMPENSATION. 1. In order to receive compensation under a TO, the Contractor must: timely and satisfactorily perform and complete the deliverables described in that TO's accompanying SOW; and, comply with the general terms and conditions of this Master Contract and the program specific terns and conditions of the TO. The Contractor shall be paid by the State for all deliverables timely and satisfactorily completed by the Contractor and accepted by the State in accordance with the rates set forth in a TO. 2. The Contractor shall submit a "Contract Reimbursement Statement" (CRS), a copy of which shall be attached to each TO by the State, to the SPM to request payment in the amounts stipulated in the TO's accompanying budget. The Contractor shall not invoice more frequently, or in amounts which exceed, those stipulated in the TO's accompanying budget. A CRS shall: reference this Master Contract by its contract routing nnmber, which contract routing number appears on page I hereof; reference the associated TO by its contract routing nnmber, which contract routing nnmber appears on page I thereof; be based upon the billing mechanism established in the TO's SOW; and, contain all necessary supporting data, and subcontractor invoices, if any, covering the work Page 3 of 15 shown on the CRS. The Contractor shall maintain original documentation for all expenses related to the Contractor's performance under each TO. Subject to verification by the State of the Contractor's timely and satisfactory compliance with the terms and conditions of a TO, and upon approval of the Contractor's CRS, payment shall be made to the Contractor no later than sixty (60) calendar days after the State's receipt of the Contractor's CRS. 3. If the State believes in good faith that certain expenses contained in the Contractor's CRS are not allowable and allocable under a given TO, then the State shall notify the Contractor in writing of those expenses that the State believes are not allowable and allocable under that TO. The Contractor may either submit an amended CRS to the State which contains only those allowable and allocable expenses for that TO, or initiate the dispute resolution process described below. The State shall reimburse the Contractor for all undisputed expenses on a CRS within sixty (60) calendar days of the State's receipt of the Contractor's CRS. The State shall not reimburse the Contractor for any disputed expense until the dispute has been resolved. F. ISSUANCE OF TASK ORDER~ AUTHORIZATION TO COMMENCE WORK~ REVISIONS. TERMINATION. AND RENEWAL. 1. Issuance Of Task Order. A TO is comprised of the TO itself and an accompanying SOW and budget. The State will not issue a TO unless the State believes that the SOW attached to the TO can be completed by the Contractor in a timely and satisfactory manner within the fiscal constraints of the budget attached to that TO. Each issuing program of the State shall include all unique provisions required by its particular program, and program grant( s), if any, in the TO and the accompanying SOW. A TO, regardless of which State program issues it, must utilize the format attached hereto as Attachment B. A TO incorporates by reference all terms and conditions of this Master Contract. However, a TO cannot change any of the terms or conditions of this Master Contract. A TO only describe the work to be performed under an accompanying SOW and budget. A TO can stipulate any specific per diem rates as may be necessary. A TO can also include a program's total dollar appropriation for all services to all contractors for a similar type of work, so long as each TO complies with the terms and conditions of this Master Contract. In any event, under this Master Contract, the Contractor is only authorized to provide and perform those health and environmental services which have been authorized in a TO's SOW. Each TO shall include effective commencement and expiration dates for all work to be performed under that TO's SOW. A previously executed TO's period of performance can extend beyond the expiration date of this Master Contract. However, the Master Contract's terms and conditions shall govern any TO which continues beyond the expiration date of this Master Contract. A new TO, TOCOL, or TORL cannot be executed or issued after this Master Contract has expired. The State shall use a TO to purchase health and environmental services from the Contractor based on the specifications of the accompanying SOW and at the rates specified in the accompanying budget. If the Contractor believes in good faith that the health or environmental services requested by the State can be provided or performed by the Contractor within the proposed time and budget set forth in the accompanying SOW and budget, and if the TO is otherwise acceptable to the Contractor, then the Contractor shall have its authorized representative, as defmed and appointed in this Master Contract, sign the TO and, the SOW and accompanying budget. The Contractor shall submit the TO, with its accompanying SOW and budget to the State. The State is not required to approve or accept any unilateral changes made by a Contractor to a TO's accompanying SOW or budget, if such changes are deemed to be unacceptable by the State. If the parties cannot agree upon a SOW or budget, then the State may contract with another contractor to do the work. Upon full execution of the TO, this Master Contract and the TO, as well as all attachments to the Master Contract and the TO, shall merge into and become one whole and fully integrated TO separate from this Master Contract or any other TO. As a consequence, each provision of this Master Contract shall become part of, and control, each separate TO issued Page 4 of 15 pursuant this Master Contract. 2. Authorization To Commence Work. When received by the Contractor and signed by the State, each appropriately executed and issued TO shall authorize the Contractor to perform the work outlined in that TO's accompanying SOW during the term of that TO, and within the fiscal constraints of the TO's accompanying budget. The State is not liable for any payment to the Contractor for any work performed by the Contractor, or the Contractor's subcontractors, unless a TO has been previously executed by the parties. Additionally, the State is not liable for payment to the Contractor, or the Contractor's subcontractors, for any work performed before a TO's effective commencement date or after a TO's effective expiration date. All services, once undertaken by the Contractor, shall be completed in accordance with the time schedules and budget constraints set forth in the TO's accompanying SOW and budget. 3. Changes. The State may prospectively increase or decrease the total reimbursement amount payable under a TO for the delivery of health and environmental services described in its accompanying SOW and budget through a TOCOL. A TOCOL is issued by the State and must be accepted by the Contractor before it is effective. A revised SOW and budget must accompany the TOCOL To be effective, the TOCOL shall be signed by the State, and the Contractor; and, approved by the State Controller or an authorized designee thereof. Upon proper execution and approval, a TOCOL shall become an amendment to the associated TO and, except for the General and Special Provisions of this Master Contract, shall supersede, govern, and control the TO in the event of a conflict between the two. In no event shall the Contractor be paid any funds in excess of the amount approved in the TOCOL. It is expressly understood and agreed to between the parties that the TOCOL may only be used for increased or decreased funding, adjustments to service levels, increased or decreased work in the SOW, FTE adjustments, and revisions to any budget line items related to the associated TO. If the Contractor does not accept the TOCOL, then the State may, upon written notice to the Contractor, terminate the associated TO after exhausting the other remedies provided for herein. Such written notice shall specify the effective date of termination. In the event of termination, the liability of the parties for further performance of the terms of the associated TO shall thereupon cease. However, the parties shall not be relieved of their respective duties and obligations under the TO until the effective date oftermination has passed. 4. Renewal. The State may renew a TO through a TORL. A TORL is issued by the State and must be accepted by the Contractor. A new SOW and budget must accompany the TORL. To be effective, the TORL shall be: signed by the State, and the Contractor; and, approved by the State Controller or an authorized designee thereof. Upon proper execution and approval, a TORL shall become an amendment to the associated TO and, except for the General and Special Provisions of this Master Contract, shall supersede, govern, and control the TO in the event of a conflict between the two. In no event shall the Contractor be paid any funds in excess of the amount approved in the TORL. It is expressly understood and agreed to between the parties that the TORL may only be used for increased or decreased funding, adjustments to service levels, increased or decreased work in the SOW, FTE adjustments, and revisions to any budget line items related to the associated TO. If the Contractor does not accept the TORL, then the State may, upon written notice to the Contractor, terminate the associated TO after exhausting the other remedies provided for herein. Such written notice shall specify the effective date of termination. In the event of termination, the liability of the parties for further performance of the terms of the associated TO shall thereupon cease. However, the parties shall not be relieved of their respective duties and obligations under the TO until the effective date of termination has passed. 5. Termination. A TO expires upon its effective expiration date unless sooner terminated by either Page 5 of 15 party as provided for herein. A written notice tenninating a TO shall specifically identifY the particular TO(s) so tenninated. The State shall reimburse the Contractor for all work timely and satisfactorily performed by the Contractor and accepted by the State up to the effective date of termination unless otherwise prohibited by this Master Contract. If this Master Contract is tenninated prior to its expiration date, then all TOs shall be simultaneously terminated. A TO can be tenninated under any of the terms or conditions of this Master Contract or the TO. However, each TO must be terminated by giving appropriate written notice thereof to the other party that a particular TO is being tenninated. A TO can be tenninated without terminating this Master Contract. G. DISPUTE RESOLUTION. If a dispute involving this Master Contract, a TO, TOCOL, or TORL arises between the parties under this Master Contract, then the parties shall make an initial attempt to resolve that dispute at the lowest level possible within each agency. If the dispute cannot be resolve at this level, then the dispute shall be referred to an appropriate intermediate level within each agency. If the dispute cannot be resolved at this intermediate level, then the dispute shall be referred to senior management for each agency. If the dispute cannot be resolved at the senior management level, then the following procedures shall be utilized by the parties: 1. Notice of Breach. If either party believes in good faith that the other party has failed to timely and satisfactorily perform under this Master Contract, a TO, TOCOL, or TORL, or has otherwise committed a material breach of any of the above, and the dispute was not resolved as provided for above, then the non-breaching party shall notifY the breaching party in writing, by certified mail, return receipt requested, of the alleged breach within ten (10) calendar days after the date dispute resolution failed. 2. Right to Cure. Upon receipt of written notice of an alleged breach, the breaching party shall have thirty (30) calendar days, or such additional time as may be agreed to between the parties, within which to cure the alleged breach or, to notifY the non-breaching party in writing, by certified mail, return receipt requested, of that party's belief that a material breach has not occurred. 3. Available Remedies. If the breaching party fails to cure the breach within the above time period, then the non-breaching party may pursue any and all remedies available to it at law or in equity. H. ACCOUNTING SYSTEMS. The Contractor shall utilize an accounting system which accounts for costs in accordance with generally accepted accounting principles. This accounting system shall provide for the identification, accumulation, and segregation of allowable and unallowable costs among projects. The Contractor must propose and account for costs in a manner consistent with its normal accounting procedures. The parties are encouraged to utilize the State's Electronic Fund Transfer system to expedite billing and payment. I. AUTHORIZATION TO SUBCONTRACT. The State authorizes the Contractor to subcontract some, or all, of the services which may be provided through a TO. However, a subcontractor is subject to all of the terms and conditions of this Master Contract and the TO. Additionally, the Contractor remains ultimately responsible for the timely and satisfactory completion of all work performed by a subcontractor under a TO. If the Contractor desires to subcontract some, or all, of the services, which may be provided under this Master Contract, then the Contractor shall obtain the prior, express, written consent of the State before entering into any subcontract. J. NOTICE PROCEDURE. All notices which are required or permitted to be given pursuant to this Master Contract, and any associated TO, shall be in writing and contain a reference to this Master Contract's contract routing number and any associated TO's contract routing number. All such notices shall be deemed to have been given: when personally served; three (3) days after deposit in the United States Mail, postage pre-paid, certified mail, return receipt requested; or, by facsimile transmission with written confirmation of receipt, and addressed to the following parties or to such other addressee(s) as may be designated by a written notice complying with the foregoing requirements: Page 6 of 15 =k;k~~~Ot6Jll ~.(3 STATE: J:' . -t Gary Newell Eagle County Health and Human Servo Colorado Department of Public Health and Environment PO Box 660 4300 Cherry Creek Drive South, sth Floor Eagle, CO 81631 Denver, CO 80246 K. GENERAL PROVISIONS. 1. The parties warrant that each possesses actual, legal authority to enter into this Master Contract and all associated TOs upon execution. The parties further warrant that each has taken all actions required by its applicable laws, procedures, rules, or by-laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Master Contract, and all associated TOs, and to bind that party to its terms upon execution. The person or persons signing this Master Contract, a TO, or any attachments or amendments thereto, also warrant(s) that such person(s) possesses actual, legal authority to execute this Master Contract, a TO, or any attachments or amendments thereto, on behalf of that party upon execution. 2. If this Master Contract is in the nature of personal services, then the State reserves the right to inspect services provided under this Master Contract at all reasonable times and places during the term of this Master Contract. "Services", as used in this clause, includes services performed or written work performed in the performance of services. Subject to the Section G. of this Master Contract, if any of the services do not conform with the terms of this Master Contract, then the State may require the Contractor to perform the services again in conformity with the terms of this Master 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 action( s) to ensure that the future performance conforms to the terms of this Master Contract; and, equitably reduce the payments due to the Contractor under this Master Contract to reflect the reduced value of the services performed by the Contractor. These remedies in no way limit the other remedies available to the State as set forth in this Master Contract. 3. If, through any cause attributable to the State's or the Contractor's action(s) or inaction(s), a party hereto: fails to fulfill, in a timely and proper manner, its duties and obligations under this Master Contract; or, violates any of the agreements, covenants, provisions, stipulations, or terms of this Master Contract, or an associated TO, then the non-breaching party shall thereupon have the right to invoke all applicable statutory remedies by giving written notice thereof to the breaching party. This written notice shall be given to the breaching party only after all other remedies provided for this Master Contract have been exhausted. The written notice shall be given at least ten (10) calendar days before the proposed invocation date and shall afford the breaching party the opportunity: to cure the default; or, state why resort to applicable statutory remedies is otherwise inappropriate. With the exception of medical records, if this Master Contract is subsequently terminated or canceled for default, then all finished or unfinished data, documents, drawings, evaluations, hardware, maps, models, negatives, photographs, reports, software, studies, surveys, or any other material, medium or information, however constituted, which has been or is to be specifically produced or prepared by the Contractor under a TO issued pursuant to this Master Contract shall, at the option of the State, become the property of the State. The breaching party shall be entitled to receive just and equitable compensation, if any, for any services or supplies delivered to, and accepted by, the other party. If applicable, the breaching party shall return any unearned advance payment, if any, it received under this Master Contract to the other party. Notwithstanding the above, the breaching party is not relieved of liability to the other party for any damages sustained by the other party because of the breaching party's breach of this Master Contract. The other party may withhold any payment due, if any, to the breaching party under this Master Contract to mitigate the other party's damages until such time as the exact amount of the Page 7 of 15 other party's damages from the breach of this Master Contract are determined. 4. If this Master Contract involves federal funds, or compliance is otherwise federally mandated, then the Contractor shall comply with the requirements of the following: a. Office of Management and Budget Circulars A-21, A-87, or A-122, and A-102 or A-IlO, as applicable; b. the "Hatch Act" (5 U.S.c. 1501-1508) and Public Law 95-454, Section 4728. These federal statutes declare that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally-assisted programs; c. the "Davis-Bacon Act" (40 Stat. 1494, Mar. 3, 1921, Chap. 411, 40 U.S.c. 276A-5). This Act requires that all laborers and mechanics employed by Master Contractors or sub-Master Contractors to work on construction projects fmanced by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor; d. 42 U.S.C. 6101 et seq, 42 U.S.c. 2000d, 29 U.S.C. 794. These Acts mandate that no person shall, on the grounds of race, color, national origin, age, or handicap, be excluded from participation in or be subjected to discrimination in any program or activity funded, in whole or in part, by federal funds; e. the "Americans with Disabilities Act" (Public Law 101-336; 42 U.S.C. 12101, 12102, 12111-12117,12131-12134,12141- 12150, 12161-12165, 12181-12189, 12201- 12213 and 47 V.S.C. 225 and 47 U.S.C. 611); f. if the Contractor is acquiring an interest in real property and displacing households or businesses in the performance of this Master Contract, then the Contractor is in compliance with the "Uniform Relocation Assistance and Real Property Acquisition Policies Act", as amended (Public Law 91-646, as amended and Public Law 1 00-17, 101 Stat. 246 - 256); g. when applicable, the Contractor is in compliance with the provisions of the "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments" (Common Rule); and, h. Section 2101 of the Federal Acquisition Streamlining Act of 1994, Public Law 103- 355, which prohibits the use of federal money to lobby the legislative body of a political subdivision of the State. 5. If this Master Contract involves federal funds, or compliance is otherwise federally mandated, then by signing this Master Contract, the Contractor certifies that: a. the Contractor is in compliance with the requirements of the "Drug-Free Workplace Act" (Public Law 100-690 Title V, Subtitle D, 41 U.S.C. 701 et seq.); and, b. the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency, and agrees to comply with all applicable regulations pursuant to Executive Order 12549, including, Debarment and Suspension and Participants' Responsibilities, 29 C.F.R. 98.510 (1990). c. the Contractor shall comply with all applicable regulations pursuant to Section 319 of Public Law 101-121, Guidance for New Restrictions on Lobbying, including, Page 8 of 15 Certification and Disclosure, 29 C.F.R. 93.110 (1990); and, d. the Contractor has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Master Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or finn, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, or gift, or other consideration contingent upon or resulting from the award, or making, of this Master Contract. If the Contractor breaches or otherwise violates this warranty, then the State shall have the right: to terminate this Master Contract without liability of any kind, including but not limited to, termination costs; or, in its discretion, to deduct from the contract price or otherwise recover from the Contractor the full amount of such commission, percentage, brokerage or contingent fee. 6. If this Master Contract involves the expenditure of federal or state funds, then this Master Contract is subject to, and contingent upon, the continued availability of those funds for payment pursuant to the terms and conditions of this Master Contract. If those funds, or any part thereof, become unavailable as determined by: the State on its behalf; or, the Contractor on its behalf, then that party may immediately terminate this Master Contract and/or any associated TO(s) upon thirty (30) calendar days written notice to the other party. 7. To be considered for payment, billings for payments pursuant to this Master 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. Final billings under this Master Contract must be received by the State within a reasonable time after the expiration of the associated TO, but in no event no later than sixty (60) calendar days from the expiration date of the TO. 8. Unless otherwise provided for in a TO, "Local Match" shall be included on all montWy payment statements, in the colunm provided therefor, as required by the funding source. 9. The Contractor shall not use federal funds to satisfY federal cost sharing and matching requirements unless approved in writing by the appropriate federal agency. 10. If the Contractor expends federal funds from all sources (direct or from pass-through entities) in an amount of $300,000 ($500,000 for its fiscal years ending after December 31, 2003) or more during its fiscal year, then the Contractor shall have an audit of that fiscal year in accordance with Office of Management and Budget (OMB) Circular A-133 (Audits of States, Local Governments, and Non- Profit Organizations). If the Contractor expends federal funds received from the State in an amount of $300,000 ($500,000 for its fiscal years ending after December 31, 2003) or more during its fiscal year, then the Contractor shall furnish one (1) copy of the audit report( s) to the State's Internal Audit Office within thirty (30) calendar days after the Contractor's receipt of its auditor's report or nine (9) months after the end of the Contractor's audit period, whichever is earlier. If (an) instance(s) of noncompliance with federal laws and regulations occurs, then the Contractor shall take all appropriate corrective action(s) within six (6) months of the issuance of (a) report(s). If the Contractor submits an annual indirect cost proposal to the State for review and approval, then the Contactor's auditor shall audit the proposal in accordance with the requirements ofOMB Circulars A-21 (Cost Principles for Educational Institutions), A-87 (Cost Principles for State, Local, and Tribal Governments), or A-122 (Cost Principles for Non-Profit Organizations), whichever is applicable. This requirement is in addition to any other audit requirements contained in other paragraphs of this Master Contract. Page 9 of 15 11. The Contractor shall grant to the State, or its authorized agents, access to the Contractor's relevant records and financial statements. The Contractor shall retain all such records and fmancial statements for a period of six (6) years after the date of issuance of a fmal audit report. This requirement is in addition to any other audit requirements contained in other paragraphs of this Contract. 12. Unless otherwise provided for in a TO, for a TO with a term longer than three (3) months, the Contractor shall submit a written progress report specifying the progress made for each activity identified in that TO. The preparation and submission of progress reports in a timely manner is the responsibility of the Contractor. Progress reports shall be submitted to the State within thirty (30) calendar days of the end of each calendar quarter, or on the date specified in a TO. If the Contractor fails to comply with this provision, then that failure: may result in a delay of payment of fund to the Contractors; or, termination of the TO by the State as provided for herein. 13. The Contractor shall maintain a complete file of all records, documents, communications, and other materials, which pertain to this Master Contract and all, associated TOs, Such materials shall be sufficient to properly reflect all direct and indirect costs of labor, materials, equipment, supplies, and services, and other costs of whatever nature for which a contract payment was made. These records shall be maintained according to generally accepted accounting principles and shall be easily separable from other 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 central location as custodian for the State, on behalf of the State, for a period of six (6) years from the date of fmal payment under this Master Contract and any associated TO( s), or for such further period as may be necessary to resolve any pending matters, including, but not limited to, audits performed by the federal govemment. 14. The Contractor authorizes the State and the federal government, or its authorized agents or designees, to perform audits or make inspections of its records for the purpose of evaluating its performance under this Master Contract and any associated TO(s) at any reasonable time during the term of this Master Contract and for a period of six (6) years following the termination or expiration date of this Master Contract. The Contractor shall make these records available to the State and federal government at the Contractor's usual place of business. These records shall not be removed from their storage location by the State or federal government, or its employees or agents for any reason. The State or federal government shall have the right to reproduce records. The State or federal government shall pay the Contractor for the Contractor's normal and customary costs for copying records. The Contractor shall permit the State, any appropriate federal agency or agencies, or any other duly authorized governmental agent or agency, to monitor all activities conducted by the Contractor pursuant to the terms and conditions of this Master Contract and any associated TO(s). Such 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 such a manner that it shall not unduly interfere with the work of the Contractor, and subject to the other provisions of this paragraph 14. The State shall maintain all records related to this Master Contract for a period of six (6) years after the expiration or termination of this Master Contract. The State grants the Contractor access to these records for a period of six (6) years after the expiration or termination of this Master Contract. The Contractor shall have the right to examine any directly pertinent books, documents, papers, and other records of the State, which involve any transactions related to this Master Contract. The State shall keep and maintain these records in the Denver metropolitan area. At the written request of the Contractor, or its Auditor, the State shall make these records available to the Contractor for inspection at a convenient location for the State within the Denver metropolitan area. These records shall include, but are not limited to, receipts, vouchers, and accounts of any Page 10 of15 kind pertaining to the performance of work by or for the Contractor. The Contractor, including its Auditor, its representatives, and any firm of auditors designated by the Contractor shall have the right to inspect all such records maintained by the State during the State f s normal hours of operation. These records shall not be removed from their storage location by the Contractor, or its employees or agents for any reason. The Contractor shall have the right to reproduce records. The Contractor shall pay the State for the State's normal and customary costs for copying records. 15. Except as may otherwise be provided for in Article 72 of Title 24 of the Colorado Revised Statutes, as amended [Public (Open) Records], if the Contractor obtains access to any records, files, or information of the State in connection with, or during the performance of, this Master Contract, or any associated TO(s), then the Contractor shall keep all such records, files, or 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 terminate this Master Contract ancl/or any associated TO(s), without liability of any kind to the State, including termination costs. 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. 16. Unless otherwise agreed to in a written amendment executed and approved pursuant to the Fiscal Rules of the State of Colorado, the parties agree that all material, information, data, computer software, documentation, studies, and evaluations which are specifically produced in the performance of this Master Contract, and any associated TO( s), as a "work for hire" under applicable provisions of United States Copyright Law are the sole property ofthe State. 17. If any copyrightable material is produced under this Contract, then the State, and any applicable federal funding entity, 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. 18. If required by the terms and conditions of a federal or state grant, the Contractor shall obtain the prior approval of the State, and all necessary third parties, prior to publishing any materials produced under a TO. If required by the terms and conditions of a federal or state grant, the Contractor shall also credit the State, and all necessary third parties, with assisting in such publication. 19. 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 Master Contract; nor shall any delay or failure constitute a default or give rise to any liability for damages if, and only to the extent that, such delay or failure is caused by a supervening cause. As used in this Master Contract, "supervening cause" is defmed 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 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. 20, It is expressly understood and agreed to between the parties that the enforcement of the terms and conditions of this Master Contract, and all rights of action related to such enforcement, shall be strictly reserved to the State and the named Contractor. Nothing contained in this Master Contract shall give or allow any claim or right of action whatsoever to or by any third person. Nothing contained in this Master Contract shall be construed as a waiver of any provision of the Colorado Governmental Immunity Act, section 24-10-101 f1~ c.R.S., as amended. It is the express intent of the State and the named Contractor that any person or entity, other than the State or the Page 11 of 15 named Contractor, receiving services or benefits under this Master Contract shall be deemed an incidental beneficiary only. 21. To the extent that this Master Contract may be executed and performance of the obligations of the parties may be accomplished within the intent of this Master Contract, the tenus of this Master Contract are severable. If any term or provision of this Master Contract is declared invalid by a court of competent jurisdiction, or becomes inoperative for any other reason, then such invalidity or failure shall not affect the validity of any other term or provision of this Master Contract. 22. The waiver of a breach of a term or provision of this Master Contract shall not be construed as a waiver of a breach of any other term or provision of this Master Contract or, as a waiver of a breach of the same term or provision upon subsequent breach. 23. If this Master Contract is in the nature of personal/purchased services, then, except for accounts receivable, the rights, duties, and obligations of the Contractor cannot be assigned, delegated, or otherwise transferred, except with the prior, express, written consent of the State. 24. Except as otherwise provided for herein, this Master Contract shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns. 25. Unless otherwise provided for in this Master Contract, the Contractor shall notify the State in writing, within five (5) working days after being served with a summons, complaint, or other pleading in a case which involves any services provided under this Master Contract and which has been filed in any federal or state court or administrative agency. The Contractor shall innnediately deliver copies of any such documents to the State. 26. This Master Contract is subject to such modifications as may be required by changes in applicable federal or state law, or federal or state implementing rules, regulations, or procedures of that federal or state law. Any such required modification shall be automatically incorporated into, and be made a part of, this Master Contract as of the effective date of such change as if that change was fully set forth herein. The State shall inform the Contractor in writing of any such modification within sixty (60) calendar days of the date the State knows of the modification. Except as provided above, no modification of this Master Contract shall be effective unless such modification is agreed to in writing by both parties in an amendment to this Master Contract that has been previously executed and approved in accordance with applicable law. 27. Notwithstanding anything herein to the contrary, the parties understand and agree that all tenus and conditions of this Master Contract, and the exhibits and attachments hereto, which may require continued performance or compliance beyond the termination or expiration date of this Master Contract shall survive such termination or expiration date and shall be enforceable as provided herein in the event of a failure to perform or comply by a party to this Master Contract. 28. Notwithstanding any other provision of this Master Contract to the contrary, no term or condition of this Master Contract shall be construed or interpreted as a waiver, express or implied, of any of the innnunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act (CGIA), section 24-10-101, et sea., 7 C.R.S., as now or hereafter amended. The parties understand and agree that liability for claims for injuries to persons or property arising out of the alleged negligence of: the State, its departments, institutions, agencies, boards, officials, and employees; or, the Contractor, its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of section 24-10-101 f1.sea., 7 c.R.S., as now or hereafter amended. 29. The Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act (CGIA), section 24-10-101, f1.sea., C.R.S., as amended. Therefore, at all times during the initial term of this Contract, and any renewals or extensions hereof, the Contractor shall maintain Page 12 of 15 such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the CGIA. If requested by the State, the Contractor shall provide the State with written proof of such insurance coverage. 30. The captions and headings used in this Master Contract are for identification only, and shall be disregarded in any construction of the tenus, provisions, and conditions of this Master Contract. 31. The parties hereto agree that venue for any action between the Contractor and the State that relates to this Master Contract shall be exclusively in the City and County of Denver, Colorado. 32. All attachments to this Master 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 tenus of this Master Contract and those of a TO, the tenus and conditions of this Master Contract shall control. In the event of any conflict or inconsistency between the tenus of a TO and those of any attachment to the Master Contract, the tenus and conditions of the TO shall control. 33. This Master Contract is the complete integration of all understandings between the parties as to the use of a TO, TOCOL, or TORL issued under this Master Contract. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or affect 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 Master Contract executed and approved pursuant to the Fiscal Rules of the State of Colorado. L. SPECIAL PROVISIONS. 1. CONTROLLER'S APPROVAL. CRS 24-30-202 (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 24-30-202 (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. INDEMNIFICA nON. To the extent authorized by law, the contractor shall indemnify, save, and hold harmless the State 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 tenus of 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, protection, or other provisions for the parties, of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq. or the Federal Tort Claims Act, 28 U.S.c. 2671 et seq. as applicable, as now or hereafter amended. 4. INDEPENDENT CONTRACTOR. 4 CCR 801-2 THE CONTRACTOR SHALL PERFORM ITS DUnES 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. Page 13 of 15 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, 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 arbitration 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. SOFTWARE PIRACY PROHIBITION Governor's Executive Order D 002 00 No State or other public funds payable under this Contract shall be used for the acquisition, operation, or maintenance of computer software 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. 8. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 & CRS 24-50-507 The signatories aver that to their knowledge, no employee of the State of Colorado has any personal or beneficial interest whatsoever in the service or property described herein. Page 14 of 15 The parties hereto have executed this Master Contract. CONTRACTOR: STATE: EAGLE COUNTY STATE OF COLORADO (a political subdivision of the state of Colorado) Bill Owens, Governor By: By: A V VI \1\/1 - M-tWlc.cv1 i For the Exec tive Director Name: Colorado Department of ~Pt tti ffllM1 Public Health and Environment Title: PROGRAM APPROVAL: FEIN: By: LEGAL REVIEW: COLORADO DEPARTMENT OF LAW OFFICE OF THE ATTORNEY GENERAL Ken Salazar, Attorney General By: IU / /Xl F 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. By: Date: 4/2~t65 Page 15 of 15 Attachment A DEPARTMENT OR AGENCY NAME COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT DEPARTMENT OR AGENCY NUMBER *** CONTRACT ROUTING NUMBER **-***** TASK ORDER ********** Prol!:ram This Task Order is made this -::::::..::. day of*********, ~ by and between: the state of Colorado, acting by and through the COLORADO 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, the (LEGAL NAME OF POLITICAL ENTITY) (a political subdivision of the state of Colorado ), whose address or principal place of business is (STREET ADDRESS, CITY, STATE & ZIP CODE), {strike inapplicable text}[acting by and through the] [for the use and benefit of the] (Lel!:al Name 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 LANGUAGE IN THIS SECTION IS SAMPLE LANGUAGE ONLY. DO NOT USE IT "VERBATIM" FOR YOUR PROGRAM. YOU WILL NEED TO MODIFY THIS LANGUAGE FOR YOUR PROGRAM'S SPECIFIC STATUTORY REQUIREMENTS, PURPOSES, AND NEEDS.) ["Pursuant to section 25-*-***, C.R.S., as amended, the General Assembly of the state of Colorado has declared that . . ." Section 25-*-***, C.R.S., as amended, states that. .." Section 25-*-***,C.R.S., as amended, further states that . . ." To accomplish its statutory duties, the State has. . ."] The [United State Department of********** ("US****"), through the ********** ("***"), [General Assembly] has awarded the State [federal funds under Notice of Award number ********** to perform **********. (See, Catalog of Federal Domestic Assistance ("CFDA") number **. ***).] [has awarded the State funds from the ********** to perform **********.] The State has formulated a comprehensive State plan, with associated budgets, to disburse these funds throughout the state of Colorado. Under this comprehensive State plan, the State shall allocate these funds to qualified entities to provide ********** to the citizens of the state of Colorado on behalf of the State. Section 29-1-201, C.R.S. as amended, encourages governments to make the most efficient and effective use of their powers and responsibilities by cooperating and contracting with each other to the fullest extent possible to provide any function, service, or facility lawfully authorized to each of the cooperating or contracting entities. Section 29-1- 201, c.R.S., as amended, further states that all state of Colorado contracts with its political subdivisions are exempt from the state of Colorado's personnel rules and procurement code. The Contractor is a political subdivision of the state of Colorado. The State and the Contractor mutually agree that the most efficient and effective way to provide the above-described services is at the local level. The State and the Contractor previously entered into a Master Contract with contract routing number ** *** *****. This Task Order is issued pursuant to the terms and conditions of that Master Contract. As to the State, authority exists in the Law and Funds have been budgeted, appropriated, and otherwise made available, and a sufficient uncommitted balance thereof remains available for subsequent encumbering and payment in Fund Code( s) .:::.:, Organizational Unit Code( s) -::::::..::. Appropriation Code( s) :::: , Program Code( s) ~ Function Code(s) -::::::..::., Object Code(s) ~ and Grant Budget Line Code(s) -::::::..::. under Contract encumbrance Page I 00 number ** *** ***********. All required approvals, clearances, and coordination have been accomplished from and with all appropriate agencies. NOW, THEREFORE, in consideration of their mutual promises to each other, stated below, the parties hereto agree as follows: [TWO PART "A." ARE SET FORTH BELOW. USE ONLY THE PART "A." THAT PERTAINS TO THE FUNDING SOURCE FOR YOUR PROGRAM.] A. PERIOD OF PERFORMANCE AND TERMINATION. [Use this paragraph if; and on<)! if, the Task Order will be paid for entirelv from federal funds.] The proposed effective date of this Contract is ********** **, ****. However, in accordance with section 24-30-202(1), c.R.S., as amended, this Task Order is not valid until it has been approved by the State Controller, or an authorized designee thereof. If the underlying notice of award authorizes the State to pay all allowable and allocable expenses of a contractor as of the effective date of that notice of award, then the State shall reimburse the Contractor for any allowable and allocable expenses of the Contractor that have been incurred since the proposed effective date of this Task Order. If the underlying notice of award does not authorize the State to pay all allowable and allocable expenses of a contractor as of the effective date of that notice of award, then the State shall only reimburse the Contractor for those allowable and allocable expenses of the Contractor that were incurred on or after the effective date of this Task Order. The initial term oftrus Task Order shall commence on its effective date and continue through and including ********** **, ****. This Contract is funded entirely with federal funds. Therefore, the State's liability for payment for all services rendered, or goods supplied, under this Task Order is contingent upon the State's receipt of those federal funds. If the State does not receive all, or any part, of the federal funds necessary to pay its obligations under this Task Order, then the State may immediately amend or terminate this Task Order without further liability to the State. 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 Task Order, including all automatic renewals, bilateral options to renew, and extensions, may not exceed five (5) years. A. PERIOD OF PERFORMANCE AND TERMINATION. [Use this paragraph if the Task Order will be paid for entirelv from state funds or from mixed federal and state funds.) The proposed effective date of this Task Order is ********* ** ****. However, in accordance with section 24-30-202( I), C.R.S., as amended, this Task Order 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 Task Order until this Task Order has been approved by the State Controller. The State shall have no financial obligation to the Contractor whatsoever for any work or services or, any costs or expenses, incurred by the Contractor prior to the effective date of this Task Order. If the State Controller approves this Task Order on or before its proposed effective date, then the Contractor shall commence performance under this Task Order on the proposed effective date. If the State Controller approves this Task Order after its proposed effective date, then the Contractor shall only commence performance under this Task Order on that later date. The initial term of this Task Order shall commence on the effective date of this Task Order and continue through and including ********* ** , **** , unless sooner terminated by the parties pursuant to the terms and conditions of this Task Order. 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, in accordance with the terms and conditions of the Master Contract and this Task Order, shall perform and complete, in a timely and satisfactory manner, all work items described in the Statement of Work and Budget, which are incorporated herein by this reference, made a part hereof and attached hereto as "Attachment A". C. DUTIES AND OBLIGATIONS OF THE STATE. 1. The Contractor shall be compensated in accordance with the rates set forth in Attachment A hereto. In consideration of those services satisfactorily and timely performed by the Contractor under this Page 2 of 7 Task Order the State shall cause to be paid to the Contractor a sum not to exceed ********** DOLLARS, ($0.00) for the initial term of this Task Order. Of the total financial obligation of the State referenced above, $*.** are identified as attributable to a funding source of the United States government and, $*.** are identified as attributable to a funding source of the state of Colorado. 2. Payments under this Task Order shall be made either through the State's Electronic Fund Transfer system or, upon the Contractor's periodic submission of a duplicate "Task Order Reimbursement Statement". 3. If this Task Order requires the Contractor submit a "Task Order Reimbursement Statement", then the Contractor shall submit a signed, duplicate [monthly/quarterly/bi-annual] Task Order Reimbursement Statement within sixty (60) calendar days of the end of the billing period for which services were rendered. A sample Task Order Reimbursement Statement is incorporated herein by reference, made a part hereof, and attached hereto as "Attachment *". Expenditures shall be in accordance with those items identified in Attachment *. These items may include, but are not limited to: the Contractor's salaries, fringe benefits, supplies, travel, operating, and indirect costs which are allowable and allocable expenses related to its performance under this Task Order. Each Task Order Reimbursement Statement shall reference the related Master Contract by its contract routing number and this Task Order by their respective contract routing numbers. The contract routing numbers are located on page one of these documents. Each Task Order Reimbursement Statement shall also indicate the applicable performance dates, the names of payees; a brief description of the services performed during the relevant performance dates; all expenditures incurred; and, the total reimbursement requested. Reimbursement during the initial, or any renewal, term of this Task Order shall be conditioned upon affIrmation by the State that all services were rendered by the Contractor in accordance with the terms of this Task Order. Each Task Order Reimbursement Statement shall be sent to: (N ame) (Division) Colorado Department of Public Health and Environment (Mail Code) 4300 Cherry Creek Drive South Denver, CO 80246 4. [For use with government purchased service contracts only; delete ifinapplicable.] The State may prospectively increase or decrease the amount payable under this Task Order through a "Task Order Change Order Letter" that is substantially similar to the sample Task Order Change Order Letter that is incorporated herein by this reference, made a part hereof, and attached hereto as "Attachment *". To be effective, a Task Order Change Order Letter must be: signed by the State and the Contractor; and, approved by the State Controller or an authorized designee thereof. Additionally, a Task Order Change Order Letter shall include the following information: A. Identification of the related Master Contract and this Task Order by their respective contract routing numbers and affected paragraph number(s); B. The type( s) of service( s) or program( s) increased or decreased and the new level of each service or program; C. The amount of the increase or decrease in the level of funding for each service or program and the new total fmancial obligation; D. A provision stating that the Task Order Change Order Letter is effective upon approval by the State Controller, or designee, or its proposed effective date, whichever is later. Page 3 of 7 Upon proper execution and approval, a Task Order Change Order Letter shall become an amendment to this Task Order. Except for the General and Special Provisions of the Master Contract, and the Additional Provisions of the Task Order, if any, the Task Order Change Order Letter shall supersede this Task Order in the event of a conflict between the two. It is expressly understood and agreed to by the parties that the task order change order letter process may be used only for increased or decreased levels of funding, corresponding adjustments to service or program levels, and any related budget line items. Any other changes to this Task Order, other than those authorized by the task order option to renew letter process described below, shall be made by a formal amendment to this Task Order executed in accordance with the Fiscal Rules of the state of Colorado. If the Contractor agrees to and accepts a proposed Task Order Change Order Letter, then the Contractor shall execute and return that Task Order Change Order Letter to the State by the date indicated in that Task Order Change Order Letter. If the Contractor does not agree to and accept a proposed Task Order Change Order Letter, or fails to timely return a partially executed Task Order Change Order Letter by the date indicated in that Task Order Change Order Letter, then the State may, upon written notice to the Contractor, terminate this Task Order no sooner than thirty (30) calendar days after the return date indicated in the Task Order Change Order Letter has passed. This written notice shall specify the effective date of termination of that Task Order. If a Task Order is terminated under this clause, then the parties shall not be relieved of their respective duties and obligations under that Task Order until the effective date of termination has passed. Increases or decreases in the level of contractual funding made through the task order change order letter process during the initial, or renewal, term of a Task Order may only be made under the following circumstances: E- If necessary to fully utilize appropriations of the state of Colorado and/or non- appropriated federal grant awards; F. Adjustments to reflect current year expenditures; G. Supplemental appropriations, or non-appropriated federal funding changes resulting in an increase or decrease in the amounts originally budgeted and available for the purposes of a Task Order; H. Closure of programs and/or termination of related contracts or task orders; I. Delay or difficulty in implementing new programs or services; and, J. Other special circumstances as deemed appropriate by the State. 5. [For use with government purchased service contracts only; delete if inapplicable.] The State may renew a Task Order through a "Task Order Option to Renew Letter" substantially similar to the sample Task Order Option to Renew Letter that is incorporated herein by this reference, made a part hereof, and attached hereto as "Attachment *". To be effective, a Task Order Option to Renew Letter must be: signed by the State and the Contractor; and, approved by the State Controller or an authorized designee thereof. Additionally, a Task Order Option to Renew Letter shall include the following information: A. Identification of the related Master Contract and that Task Order by their respective contract routing numbers and affected paragraph number(s); B. The type( s) of service( s) or program( s), if any, increased or decreased and the new level of each service or program for the renewal term; Page 4 of 7 C. The amount of the increase or decrease, ifany, in the level of funding for each service or program and the new total financial obligation; D. A provision stating that the Task Order Option to Renew Letter is effective upon approval by the State Controller, or designee, or its proposed effective date, whichever is later. Upon proper execution and approval, a Task Order Option to Renew Letter shall become an amendment to this Task Order. Except for the General and Special Provisions of the Master Contract, and the Additional Provisions, if any of that Task Order, a Task Order Option to Renew Letter shall supersede that Task Order in the event of a conflict between the two. It is expressly understood and agreed to by the parties that the task order option to renew letter process may be used only to: renew a Task Order; increase or decrease levels of funding related to that renewal; make corresponding adjustments to service or program levels, and, adjust any related budget line items. Any other changes to a Task Order, other than those authorized by the task order change order letter process described above, shall be made by a formal amendment to a Task Order executed in accordance with the Fiscal Rules of the state of Colorado. If the Contractor agrees to and accepts a proposed Task Order Option to Renew Letter, then the Contractor shall execute and return that Task Order Option to Renew Letter to the State by the date indicated in that Task Order Option to Renew Letter. If the Contractor does not agree to and accept the proposed renewal term, or fails to timely return a partially executed Task Order Option to Renew Letter by the date indicated in that Task Order Option to Renew Letter, then the State may, upon written notice to the Contractor, terminate this Task Order no sooner than thirty (30) calendar days after the return date indicated in the Task Order Option to Renew Letter has passed. This written notice shall specify the effective date of termination of that Task Order. If a Task Order is terminated under this clause, then the parties shall not be relieved of their respective duties and obligations under that Task Order until the effective date of termination has passed. 6. All attachments or exhibits to this Task Order are incorporated herein by this reference and made a part hereof as if fully set forth herein. If a conflict or inconsistency is found to exist between the terms and conditions of this Task Order and those of any attachment or exhibit hereto, then the terms and conditions of this Task Order shall control. D. ADDITIONAL PROVISIONS. [THE PROVISIONS LISTED BELOW ARE INTENDED AS EXAMPLES ONLY. DO NOT INCLUDE THEM IN YOUR PROGRAM'S TASK ORDER IF THEY DO NOT APPLY TO YOUR PROGRAM.] State Division or Prof!ram Svecific Requirements which are not covered hv the General or Svecial Provisions of the Master Contract, e.[!., ["1. The Contractor shall p provide services to all Program participants and employees in a smoke-free environment in accordance with Public Law 103-227, also known as "the Pro-Children Act of 1994", Public Law 103-227, ("Act"). . . ."] ["2. The Contractor certifies, to the best of its knowledge and belief, that no federally appropriated funds have been paid or shall be paid by or on behalf of the Contractor, to any person for influencing or attempting to influence. . ."] ["3. Title V, Section 504 (b) (6). Title V funds may not be used. . ."] ["4. The Contractor shall protect the confidentiality of all applicant or recipient records. . ."] ["5. The Contractor shall not charge for services those individuals of families at or below the official poverty line . . ."] Page 5 of 7 ["6. The Contractor shall: (I) inform potentially eligible recipients that the "Colorado Baby Care/Kid's Care Program" (CBC/KCP) exists. . ." Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Task Order as of the day first above written. CONTRACTOR: STATE: (LEGAL NAME OF ENTITY) STATE OF COLORADO (a political subdivision of the state of Colorado) Bill Owens. Governor (acting by and through the](for the use and benefit ofthe] By: By: Name: For the Executive Director Title: DEPARTMENT OF PUBLIC HEALTH FEIN: **-******* AND ENVIRONMENT Date: Date: (Seal) ATTEST: PROGRAM APPROVAL: By: By: City, City and County, County, Special District, or Town Clerk or Equivalent APPROVALS: 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 andlor services provided. STATE CONTROLLER: Leslie M. Shenefelt By: Date: Revised: 11/5/04 Page 7 of 7 Attachment B TASK ORDER CHANGE ORDER LETTER [Date] Task Order Change Order Letter Number **, Contract Routing Number ** *** ***** State Fiscal Year 20** - 20**, *************** Prog:ram This Task Order Change Order Letter is issued pursuant to paragraph *. *. of the Master Contract identified as contract routing number ** *** ***** and paragraph *. *. of the Task Order identified as contract routing number ** *** ***** and contract encumbrance number ** *** **********. This Task Order Change Order Letter is between the COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT and fLEGAL NAME OF CONTRACTOR]. The Task Order has been amended by Task Order Option to Renew Letter :::., contract routing number ** *** *****, and/or Task Order Change Order Letter **, contract routing number :::..:..:::.:.. :::.:::.::.::., if any. The Task Order, as amended, if applicable, is referred to as the "Original Task Order". This Task Order Change Order Letter is for the current term of ********* **. **** , through ********* **. ****. The maximum amount payable by the State for the work to be performed by the Contractor during this current term is increased/decreased by ********** Dollars, ~ for an amended total financial obligation of the State of ********** DOLLARS, ($*.**). The revised specifications to the original Scope of Work and the revised Budget are incorporated herein by this reference, made a part hereof, and attached hereto as "Attachment *" and "Attachment *". The fIrst sentence in paragraph ~ of the Original Task Order is modifIed accordingly. All other terms and conditions of the Original Task Order are reaffIrmed. This change to the Task Order shall be effective upon approval by the State controller, or designee, or on ********* **. ****, whichever is later. Please sign, date, and return all :::. originals of this Task Order Change Order Letter by ********* **. ****, to the attention of: ************ ************, Colorado Department of Public Health and Environment, 4300 Cherry Creek Drive South, Mail Code ***-***-**, Denver, Colorado 80246. One original of this Task Order Change Order Letter will be returned to you when fully approved. [LEGAL NAME OF CONTRACTOR] STATE OF COLORADO (a political subdivision of the state of Colorado) Bill Owens, Governor By: By: Name: For the Executive Director Title: DEPARTMENT OF PUBLIC HEALTH FEIN: AND ENVIRONMENT PROGRAM APPROVAL: (Seal - Required) By: ATTEST (required): By: 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 andlor services provided. STATE CONTROLLER: Leslie M. Shenefelt By: Date: Revised: 11/5/04 Attachment C TASK ORDER OPTION TO RENEW LETTER [Date} Task Order Option to Renew Letter Number **, Contract Routing Number ** *** ***** State Fiscal Year 20** - 20** *************** Prol!ram This Task Order Option to Renew Letter is issued pursuant to paragraph *. *. of the Master Contract identified by contract routing number ** *** ***** and paragraph *. *. of the Task Order identified by contract routing number ** *** ***** and contract encumbrance number ** *** **********. This Task Order Option to Renew Letter is between the COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT and [LEGAL NAME OF CONTRACTORl. The Task Order has been amended by Task Order Change Order Letter:::' contract routing number ** *** *****, and/or Task Order Option to Renew Letter':':, contract routing number ~ ~ if any. The Task Order, as amended, if applicable, is referred to as the "Original Task Order", This Task Order Option to Renew Letter is for the renewal term of ********* ** , **** , through ********* ** , ****. 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 increase/decrease of ($*. **) of the amount payable from the previous term. The Budget for this renewal term is incorporated herein by this reference, made a part hereof, and attached hereto as "Attachment *". The first sentence in paragraph *. *. of the Original Task Order is modified accordingly. All other terms and conditions of the Original Task Order are reaffIrmed. This Task Order Option to Renew Letter is effective upon approval by the State Controller, or designee, or on ********* **, ****, whichever is later. Please sign, date, and return all':': originals of this Task Order Option to Renew Letter by ********* **, ****, to the attention of: ************ ************ , Colorado Department of Public Health and Environment, Mail Code ***-***-**, 4300 Cherry Creek Drive South, Denver, Colorado 80246. One original of this Task Order Option to Renew Letter will be returned to you when fully approved. [LEGAL NAME OF CONTRACTOR} STATE OF COLORADO (a political subdivision of the state of Colorado) Bill Owens, Governor By: By: Name: For the Executive Director Title: DEPARTMENT OF PUBLIC HEALTH FEIN: AND ENVIRONMENT PROGRAM APPROVAL: (Seal - required) By: ATTEST (required): By: 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: Leslie M. Shenefelt By: Date: Revised: 11/5/04