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HomeMy WebLinkAboutC07-049 CDPHEDEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT ROUTING NO. 08 FAA 00016 APPROVED INTERGOVERNMENT MASTER CONTRACT — WAIVER #154 STATE: CONTRACTOR: State of Colorado for the use & benefit of the Department of Public Health and Environment AFSD 4300 Cherry Creek Drive South Denver, CO 80246 CONTRACT MADI: DATE- 01/23/2007 PO/SC ENCUi%ILIFIZANCI: NUMBER Not Applicable TERM: This contract shall be effective upon approval by the State Controller, or designee, or on 07/01/2007, whichever is later. The contract shall end on 06/30/2012. PROCURENIF.NT MVM 11 IOD: Exempt BID/RF1)/1.1SL'PRICI! A(;RRI-:MI�.N"1'NLMBER: Not Applicable LAW SPECIFIED VENDOR SI'A1U'1T Not Applicable STATE: R 'IIIU'SI :N"I'r\"P Lisa Ellis AFSD 4300 Cherry Creek Drive South Denver, CO 80246 SCOPE OF %PORK: Board of County Commissioners of Eagle County 500 Broadway Eagle, Colorado CONTRACTOR ENTITY TYPE: Colorado Political Subdivision CONTRACTOR FEIN OR SOCIAL SECURITY NUMBER: 846000762 BILLING STATEMENTS RECEIVED: Not Applicable STATUTORY AUTHORITY: Not Applicable CONTRACT PRICE NOTTO EXCEED: $(ZERO COST MASTER CONTRACT) FEDERAL FUNDING DOLLARS: $0 SPATE FUNDING DOLLARS: $0 MAXIMUM AMOUNT AVAILABLE PER FISCAL YEAR FY XX: $0 PRICE STRUCTURE Not Applicable CONTRACTOR REPRESENTATIVE The intent of this Master Contract is to set forth the general contract terms and conditions between the parties and to define how the parties will contract with each other in the future using the Task Order Contract process delineated in this Master Contract. CDPHE Version 1.0 (12/05) Page 1 of 15 Revised: 12/19/06 P EXHIBITS: The following exhibits are hereby incorporated: Exhibit One - Additional Provisions (and any of its Attachments; e.g., One -A One -B, etc.) Exhibit Two - Task Order Contract Template (and its Attachments) FACTUAL RECITALS COORDINA'HON: The State warrants that required approval, clearance and coordination has been accomplished from and with appropriate agencies. Section 29-1-203, C.R.S., as amended, encourages governments to make the most efficient and effective use of their powers and responsibilities by cooperating and contracting with each other to the fullest extent possible to provide any function, service, or facility lawfully authorized to each of the cooperating or contracting entities. APPROVAL: In no event shall this contract be deemed valid until it shall have been approved by the State Controller or - his/her designee. PROCUREMENT: All State of Colorado contracts with its political subdivisions and other governmental entities are exempt from the State of Colorado's personnel rules and procurement code. PRICE PROVISIONS: Payments pursuant to this contract shall be made as earned, in whole or in part, from available funds, encumbered for the purchase of the described services and/or deliverables. The liability of the State at any time for such payments shall be limited to the encumbered amount remaining of such funds. Authority exists in the laws and funds have been budgeted, appropriated and otherwise made available, and a sufficient unencumbered balance thereof remains available for payment. Financial obligations -of the State of Colorado payable after the- current fiscal year are -contingent - upon funds for that purpose being appropriated, budgeted and otherwise made available. CDPHE Version 1.0 (11/05) Page 2 of 15 Revised: 12/19/06 Legal Authority. The Contractor warrants that it possesses the legal authority to enter into this contract and that it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and to lawfully authorize its undersigned signatory to execute this contract and bind the Contractor to its terms. The person(s) executing this contract on behalf of the Contractor warrant(s) that such person(s) have full authorization to execute this contract. Insurance — Contractor. The Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act (CLIA), section 24-10-101, etLqg., C.R.S., as amended. Therefore, at all times during the initial term of this Contract, and any renewals or extensions hereof, the Contractor shall maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the CLIA. If requested by the State, the Contractor shall provide the State with written proof of such insurance coverage. Rights in Data, Documents and Computer Software or Other Intellectual Prop. All intellectual property including without limitation, databases, software, documents, research, programs and codes, as well as all, reports, studies, data, photographs, negatives or other documents, drawings or materials prepared by the Contractor in the performance of its obligations under this contract shall be the exclusive property of the State. Unless otherwise stated, all such material shall be delivered to the State by the Contractor upon completion, termination, or cancellation of this contract. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of the Contractor's obligations under this contract without the prior written consent of the State. All documentation, accompanying the intellectual property or otherwise, shall comply with the State requirements which include but is not limited to all documentation being in a paper, human readable format which is useable by one who is reasonably proficient in the given subject area. Software documentation shall be delivered by Contractor to the State that clearly identifies the programming language and version used, and when different programming languages are incorporated, identifies the interfaces between code programmed in different programming languages. The documentation shall contain source code, which describes the program logic, relationship between any internal functions, and identifies the disk files, which contain the various parts of the code. Files containing the source code shall be delivered and their significance to the program described in the documentation. The documentation shall describe error messages and the location in the source code, by page, line number, or other suitable identifier, where the error message is generated. The Contractor warrants that the delivered software will be sufficiently descriptive to enable maintenance and modification of the software. The State's ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. If any material is produced under this Contract and the parties hereto mutually agreed that said material could be copyrighted by Contractor or a third party, then the State, and any applicable federal funding entity, shall, without additional cost, have a paid in full, irrevocable, royalty free, and non-exclusive license to reproduce, publish, or otherwise use, and authorize others to use, the copyrightable material for any purpose authorized by the Copyright Law of the United States as now or hereafter enacted. Upon the written request of the State, the Contractor shall provide the State with three (3) copies of all such copyrightable material. 10. Confidential or Proprietary Information. Subject to the Public (Open) Records Act, section 24-72-101, et sem, C.R.S., as amended, if the Contractor obtains access to any records, files, or other information of the State in connection with, or during the performance of, this Contract, then the Contractor shall keep all such records, files, or other information confidential and shall comply with all laws and regulations concerning the confidentiality of all such records, files, or information to the same extent as such laws and regulations apply to the State. 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. Contractor shall protect the confidentiality of all information used, held, created or received in connection with this Contract and shall insure that any subcontractors or agents of Contractor protect the confidentiality of all information under this Contract. Contractor shall use and disclose confidential information only for purposes of this Contract and for the operation and administration of the CDPHE Version 1.0 (11/05) Page 4 of 15 Revised: 12/19/06 terms of this contract. Monitoring may consist of internal evaluation procedures, reexamination of program data, special analyses, on-site verification, formal audit examinations, or any other procedures as deemed reasonable and relevant. All such monitoring shall be performed in a manner that will not unduly interfere with contract work. 12. Taxes. The State, as purchaser, is exempt from all federal excise taxes under Chapter 32 of the Internal Revenue Code [No. 84-730123K] and from all state and local government use taxes [C.R.S. 39- 26-114(a) and 203, as amended]. The Contractor is hereby notified that when materials are purchased for the benefit of the State, such exemptions apply except that in certain political subdivisions the vendor may be required to pay sales or use taxes even though the ultimate product or service is provided to the State. These sales or use taxes will not be reimbursed by the State. 13. Conflict of Interest. During the term of this contract, the Contractor shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the Contractor fully performing his/her obligations under this contract. Additionally, the Contractor acknowledges that, in governmental contracting, even the appearance of a conflict of interest is harmful to the interests of the State. Thus, the Contractor agrees to refrain from any practices, activities or relationships that could reasonably be considered to be in conflict with the Contractor's fully performing his/her obligations to the State under the terms of this contract, without the prior written approval of the State. In the event that the Contractor is uncertain whether the appearance of a conflict of interest may reasonably exist, the Contractor shall submit to the State a full disclosure statement setting forth the relevant details for the State's consideration and direction. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict shall be grounds for termination of the contract. Further, the Contractor, and its subcontractors or subgrantees, shall maintain a written code of standards governing the performance of its employees engaged in the award and administration of contracts. No employee, officer, or agent of the Contractor, subcontractor, or subgrantee shall participate in the selection, or in the award or administration of a contract or subcontract supported by Federal funds if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: a. The employee, officer or agent; b. Any member of the employee's immediate family; C. The employee's partner; or d. An organization which employees, or is about to employ, any of the above, has a financial or other interest in the firm selected for award. The Contractor's, subcontractor's, or subgrantee's officers, employees, or agents will neither solicit nor accept gratuities, favors, or anything of monetary value from Contractor's potential contractors, or parties to subagreements. 14. Inspection and Acceptance (Services) and Contractor Warranty. The State reserves the right to inspect services provided under this contract at all reasonable times and places during the term of the contract. "Services" as used in this clause includes services performed or tangible material produced or delivered in the performance of services. If any of the services do not conform to contract requirements, the State may require the contractor to perform the services again in conformity with contract requirements, with no additional payment. When defects in the quality or quantity of service cannot be corrected by re - performance, the State may (1) require the contractor to take necessary action to ensure that the future performance conforms to contract requirements and (2) equitably reduce the payment due the contractor to reflect the reduced value of the services performed. These remedies in no Way limit the remedies available to the State in the termination provisions of this contract, or remedies otherwise available at law. Contractor warrants that all supplies furnished under this contract shall be free from defects in materials or workmanship, are installed properly and in accordance with manufacturer recommendations or other industry standards, and will function in a failure -free manner for a period of one (1) year from the date of CDPHE Version 1.0 (11/05) Page 6 of 15 Revised: 12/19/06 right, in its sole discretion, to determine whether or not to accept substituted performance tendered by the Contractor or the Contractor's sureties and acceptance is dependent upon completion of all applicable inspection procedures. 19. Remedies: In addition to any other remedies provided for in this contract, and without limiting its remedies otherwise available at law, the State may exercise the following remedial actions if the Contractor substantially fails to satisfy or perform the duties and obligations in this contract. Substantial failure to satisfy the duties and obligations shall be defined to mean significant insufficient, incorrect or improper performance, activities, or inaction by the Contractor. Without limitation, these remedial actions include: a. withhold payment to Contractor until the necessary services or corrections in performance are satisfactorily completed; and/or b. require the vendor to take necessary action to ensure that the future performance conforms to contract requirements; and/or c. request the removal from work on the contract of employees or agents of Contractor whom the State justifies as being incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued employment on the contract the State deems to be contrary to the public interest or not in the best interest of the State; and/or d. deny payment for those services or obligations which have not been performed and which due to circumstances caused by Contractor cannot be performed, or if performed would be of no value to the State; denial of the amount of payment must be reasonably related to the value of work or performance lost to the State; and/or e. suspend Contractor's performance pending necessary corrective action as specified by the State without Contractor's entitlement to adjustment in price/cost or schedule; and/or f. modify or recover payments (from payments under this contract or other contracts between the State and the vendor as a debt due to the State) to correct an error due to omission, error, fraud and/or defalcation; and/or g. terminate the contract. These remedies in no way limit the remedies available to the State in the termination provisions of this contract, or remedies otherwise available at law. 20. Termination. a. Termination for Default. The State may terminate the contract for cause. In the event this contract is terminated for cause, the State will only reimburse the Contractor for accepted work or deliverables received up to the date of termination. In the event this contract is terminated for cause, final payment to the Contractor may be withheld at the discretion of the State until completion of final audit. Notwithstanding the above, the Contractor shall not be relieved of liability to the State for any damages sustained by the State by virtue of any breach of the contract by the Contractor, and the State may withhold any payment to the Contractor for the purposes of mitigating its damages until such time as the exact amount of damages due to the State from the Contractor is determined. If it is determined that the Contractor was not in default then such termination shall be treated as a termination for convenience as described herein. In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other material prepared by the contractor under this contract shall, at the option of the State, become its property, and the Contractor shall be entitled to receive just and equitable compensation for any services and supplies delivered and accepted. The Contractor shall be obligated to return any payment advanced under the provisions of this contract. b. Termination for Convenience. The State shall have the right to terminate this contract at any time the State determines necessary by giving the Contractor at least twenty (20) calendar days prior written notice. If notice is so given, this contract shall terminate on the expiration of the specified time period, and the liability of the parties hereunder for further performance of the terms of this contract shall thereupon cease, but the parties shall not be released from the duty to perform their obligations up to the date of termination. In the event of termination, all finished or unfinished CDPHE Version 1.0 (11/05) Page 8 of 15 Revised: 12/19/06 22. Venue. The parties agree that exclusive venue for any action related to performance of this contract shall be in the City and County of Denver, Colorado. 23. Understanding of the Parties. a. Complete Integration. This contract is intended as the complete integration of all understandings between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein in writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules. Severability. To the extent that this contract may be executed and performance of the obligations of the parties may be accomplished within the intent of the contract, the terms of this contract are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term or provision hereof. Binding_ Agreement. Except as herein specifically provided otherwise, it is expressly understood and agreed that this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. All rights of action relating to enforcement of the terms and conditions shall be strictly reserved to the State and the named Contractor. Nothing contained in this agreement shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the State and the Contractor that any such person or entity, other than the State or the Contractor, receiving services or benefits under this agreement shall be deemed an incidental beneficiary only. d. Waiver. The waiver of any breach of a term hereof shall not be construed as a waiver of any other term, or the same term upon subsequent breach. e. Continuing Obligations. The State and the Contractor's obligations under this contract shall survive following termination or expiration to the extent necessary to give effect to the intent and understanding of the parties. Assignment. and Change In Ownership, Address, Financial Status. Except as herein specifically provided otherwise, the rights, duties and obligations of the Contractor arising hereunder cannot be assigned, delegated, subgranted or subcontracted except with the express prior written consent of the State, which consent shall not be unreasonably withheld. In the case of assignment or delegation, Contractor and the State shall execute the standard State novation agreement prior to the assignment or delegation being effective against the State. The subgrants and subcontracts permitted by the State shall be subject to the requirements of this contract. The Contractor is responsible for all subcontracting arrangements, delivery of services, and performance of any subgrantor or subcontractor. The Contractor warrants and agrees that any subgrant or subcontract, resulting from its performance under the terms and conditions of this contract, shall include a provision that the said subgrantor or subcontractor shall abide by the terms and conditions hereof. Also, the Contractor warrants and agrees that all subgrants or subcontracts shall include a provision that the subgrantor or subcontractor shall indemnify and hold harmless the State. The subgrantors or subcontractors must be certified to work on any equipment for which their services are obtained. This provision shall not be construed to, prohibit assignments of the right to payment to the extent permitted by section 4-9-318, CRS, provided that written notice of assignment adequate to identify the rights assigned is received by the controller for the agency, department, or institution executing this contract. Such assignment shall not be deemed valid until receipt by such controller — as distinguished from the State Controller — and the Contractor assumes the risk that such written notice of assignment is received by the controller for the agency, department, or institution involved. CDPHE Version 1.0 (11/05) Page 10 of 15 Revised: 12/19/06 If the product(s), or any part thereof, become the subject of any claim, suit or proceeding for infringement of any patent, trademark or copyright, or in the event of any adjudication that the product(s), or any part thereof, infringes any patent, trademark or copyright, or if the sub -license or use of the product(s), or any part thereof, is enjoined, Contractor, after consultation with the State, shall do one of the following at Contractor's expense: a. produce for the State the right under such patent, trademark or copyright to use or sub -license, as appropriate, the product or such part thereof, or b. replace the product(s), or part thereof, with other suitable products or parts conforming to the original license and State specifications; or c. suitably modify the products, or part thereof. Except as otherwise expressly provided herein, Contractor shall not be liable for any costs or expenses incurred without its prior written authorization. Contractor shall have no obligation to defend against or to pay any costs, damages or attorney's fees with respect to any claim based upon: a. the use of an altered release if Contractor had not consented to the alteration; or b. the combination, operation or use of the product(s) with programs or data which were not furnished by Contractor, if such infringement would have been avoided if the programs or data furnished by persons or entities other than Contractor had not been combined, operated or used with the product(s); or C. the use of product(s) on or in connection with equipment or software not permitted under this contract if such infringement would have been avoided by not using the product(s) on or in connection with such other equipment or software. 25. Conformance with Law. If this Contract involves federal funds or compliance is otherwise federally mandated, the Contractor and its agent(s) shall at all times during the term of this contract strictly adhere to all applicable federal laws, state laws, Executive Orders and implementing regulations as they currently exist and may hereafter be amended. Without limitation, these federal laws and regulations include: a. Office of Management and Budget Circulars A-21, A-87, A-102, A-110, A-122, A-133, and The Common Rule for Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, 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 U.S.C. 276A -276A-5). This federal Act requires that all laborers and mechanics employed by contractors or subcontractors to work on construction projects financed 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 sem, 42 U.S.C. 2000d, 29 U.S.C. 794. These federal Acts mandate that no person shall, on the grounds of race, color, national origin, age, or disability, 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 - 121 17, 12131 - 12134, 12141 - 12150, 12161 - 12165, 12181 - 12189, 12201 - 12213 and 47 U.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 Contract, then the Contractor is in compliance with the "Uniform Relocation Assistance and Real Property Acquisition Policies Act", as amended, (Public Law 91- 646, as amended, and Public Law 100-17, 101 Stat. 246 - 256); 9. when applicable, the Contractor shall comply with the provisions of the "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments" (Common Rule); CDPHE Version 1.0 (11/05) Page 12 of 15 Revised: 12/19/06 SPECIAL PROVISIONS The Special Provisions apply to all contracts except where noted in italics. I. CONTROLLER'S APPROVAL. CRS 24-30-202 (1). This contract shall not be deemed valid until it has been approved by the Colorado State Controller or designee. 2. FUND AVAILABILITY. CRS 24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. 3. INDEMNIFICATION. 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 and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors, or assignees pursuant to the terms of this contract. lApplicable Only to Intergovernmental Contracisl No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended. 4. INDEPENDENT CONTRACTOR. 4 CCR 801-2. Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither contractor nor any agent or employee of contractor shall be or shall be deemed to be an agent or employee of the state. Contractor shall pay when due all required employment taxes and income taxes and local head taxes on any monies paid by the state pursuant to this contract. Contractor acknowledges that contractor and its employees are not entitled to unemployment insurance benefits unless contractor or a 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 agreement, 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 its acts and those of its employees and agents. 5. NON-DISCRIMINATION. 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 this contract is capable of execution. At all times during the performance of this contract, Contractor shall strictly adhere to all applicable federal and State laws, rales, and regulations that have been or may hereafter be established. 7. fNot Applicable to Intergovernmental Contracts] VENDOR OFFSET. CRS 24-30-202 (1) and 24-30-202.4. The State Controller may withhold payment of certain debts owed to State agencies under the vendor offset intercept system for: (a) unpaid child support debt or child support arrearages, (b) unpaid balances 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) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State or its agencies, as a result of final agency determination or reduced tojudgment, as certified by the State Controller. 8. 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 federal copyright laws or applicable licensing restrictions. Contractor hereby certifies that, for the term of this contract and any extensions, Contractor has in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this paragraph, the State may exercise any remedy available at law or equity or under this contract, including, without limitation, immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. 9. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 and 24-50-507. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this contract 10. [Not Applicable to Intergovernmental Contracts]. ILLEGAL ALIENS — PUBLIC CONTRACTS FOR SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. CRS 8-17.5-101 and 24-76.5-101. Contractor certifies that it shall comply with the provisions of CRS 8-17.5-101 et seq. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor represents, warrants, and agrees that it (i) has verified that it does not employ any illegal aliens, through participation in the Basic Pilot Employment Verification Program administered by the Social Security Administration and Department of Homeland Security, and (ii) otherwise shall comply with the requirements of CRS 8-17.5-102(2)(b). Contractor shall comply with all reasonable requests made in the course of an investigation under CRS 8-17.5-102 by the Colorado Department of Labor and Employment. Failure to comply with any requirement of this provision or CRS 8-17.5-101 et seq., shall be cause for termination for breach and Contractor shall be liable for actual and consequential damages. Gontractor, if a natural person eighteen (18) years of age or older; hereby swears or affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of CRS 24-76.5-101 et seq., and (iii) shall produce one form of identification required by CRS 24-76.5-103 prior to the effective date of this contract. Revised October 25, 2006 Effective Date of Special Provisions: August 7, 2006 CDPHE Version 1.0 (11/05) Page 14 of 15 Revised: 12/19/06 THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT CONTRACTOR: Board of County Commissioners of Eagle County Legal Nance of Contracting Entity 846000762 (An iz umber or FEIN of Authorized Officer Print Name & Title of Authorized Officer STATE OF COLORADO: BILL RITTER, JR. GOVERNOR By For Executive Director Department of Public Health and Environment Attest (Seal) By �_ (place seal here) (Town/City/County Clerk or E uivalent) 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 CDPHE Version 1.0 (11/05) Page 15 of 15 Revised: 12/19/06 EXHIBIT ONE ADDITIONAL PROVISIONS To Contract Dated - Contract Routing Number XX FAA XXXXX These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above. It is the express intent of the parties in entering into this Contract to: 1) create a vehicle through which the parties can enter into a simplified Task Order Contract for the purchase and delivery of health and environmental services; 2) stipulate that the Contractor is an approved entity to perform certain activities for the State; and 3) set forth the terms and conditions under which these activities shall be performed by the Contractor. In the context of this Contract a "Task Order Contract" means a subordinate document to this Contract that is signed by the State and the Contractor and approved by the State Controller or delegee, and has attached to it a Statement of Work and Budget that has been signed by the applicable State and Contractor program managers. A sample Task Order Contract is attached hereto as Exhibit Two and incorporated herein by this reference. The parties expressly acknowledge that while this Contract authorizes the purchase of health and environmental services pursuant to its terms and conditions, no specific purchase of services is made by this Contract. The State may purchase health and environmental services from the Contractor and the Contractor may provide health and environmental services to the State, under this Contract through a Task Order Contract. A Task Order Contract incorporates by reference all of the terms and conditions of this Contract. When the State and the Contractor mutually agree upon the services to be purchased from and performed by, the Contractor, the parties may enter into a Task Order Contract, with an accompanying Statement of Work and Budget, for the purchase and delivery of those services. The State's financial obligation to the Contractor for specific health and environmental services accrues only upon the full execution, including approval by the State Controller or delegee, of a Task Order Contract authorizing the Contractor to perform and deliver those services and the Contractor's performance of the work described in that Task Order Contract. The State will issue a Task Order Contract to perform some or all of the work if, and when, and to the extent, the State determines, in its sole discretion, that the work is needed and that the Contractor should perform that work. The State does not guarantee a certain quantity of the work to the Contractor and shall have no obligation to provide any work to the Contractor, and the Contractor has no justifiable expectancy that it will be given any of the work unless and until the State and the Contractor enter into a Task Order Contract, including an attached Statement of Work and Budget, and the Task Order Contract is approved by the State Controller or designee. The State may elect to perform some or all of the work itself, hire other vendors by separate contract to meet State requirements or not perform the work, without liability to the Contractor. To be attached to CDPHE Page 1 of 4 Revised: 12/19/06 Master Contract v1.0 (11/05) contract template EXHIBIT ONE completed within the time frame and price range agreed to in the Task Order Contract. The Contractor may be required to provide the State with reports to include invoices of actual hours of service and a statement of the various project's status. To ensure delivery of the services required under this Contract, the State may elect to conduct an evaluation of the Contractor's performance of the work on a periodic basis. 6. Performance of work and payment for a project shall be governed by the standards, procedures and terms set forth in this Contract and in the associated Task Order Contract. The Contractor warrants that upon negotiation and acceptance of the Task Order Contract, the Contractor's performance will be successfully completed within the time frame and price stated in the Task Order Contract. The State's financial commitment stated in the Task Order Contract shall not be considered valid until the State Controller or a delegate executes the Task Order Contract, a fully signed Task Order Contract is received by the Contractor, and Contractor commences performance under the specific Task Order Contract. 7. The Contractor shall be assigned work on a Task Order Contract basis, and shall begin performance of assigned tasks only upon receipt of a fully executed Task Order Contract setting forth the specific work to be performed. 8. The Contractor, with the prior approval of the State, may subcontract the performance of some, or all, of the services provided under a Task Order Contract through a subcontract, teaming, joint venture and/or partnership arrangement or other affiliate arrangement, as determined by the Contractor. However, in all cases the Contractor shall remain solely responsible to the State for the timely and complete performance of all contract deliverables. The Contractor shall cause all of its subcontractors and affiliates to comply with all terms and conditions of this Contract and the applicable Task Order Contract. The Contractor, at the request of the State, shall provide background information with respect to all subcontractors and affiliates, the Contractor desires to utilize or include in the performance of work under any Task Order Contract. 9. In order to receive reimbursement, the Contractor shall submit a signed Invoice/Cost Reimbursement Statement in a format either provided by or approved by the State and at and within time intervals specified in the applicable Task Order Contract. Expenditures under a Task Order Contract shall be made in accordance with such Task Order Contract and its Statement of Work and accompanying Budget. Reimbursable expenditures may include, but are not limited to, the Contractor's salaries, fringe benefits, supplies, travel, operating, indirect costs which are allowable, and other allocable expenses related to its performance under, and as specifically authorized in such Task Order Contract. The Contractor shall submit to the State invoices for any subcontracted work, which will be subject to prior approval by the State and will be processed for payment through the Contractor as the primary parry to any resulting subcontract. The State shall not accept or pay invoices received directly from any of the Contractor's subcontractors or affiliates. To be attached to CDPHE Page 3 of 4 Revised: 12/19/06 Master Contract v 1.0 (11 /05) contract template EXHIBIT TWO ` DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT ROUTING NO.'S* F** APPROVED TASK ORDER CONTRACT — WAIVER #154 This Task Order Contract is issued pursuant to Master Contract made on XX/XX/XXXX, with routing number XX FAA 00'x** STATE: State of Colorado for the use & benefit of the Department of Public Health and Environment (Division Name) (Program Name) 4300 Cherry Creek Drive South Denver, Colorado 80127 TASK ORDER MADE DATE: * PO/SC ENCUMBRANCE NUMBER * TERM: This Task Order shall be effective upon approval by the State Controller, or designee, or on **/**/****, whichever is later. The Task Order shall end on PRICE STRUCTURE: * PROCUREMENT METHOD: Exempt BID/RFP/LIST PRICE A GREEMENT NUMBER: Not Applicable LAW SPECIFIED VENDOR STATUTE: Not Applicable STATE REPRESENTATIVE: (Name) Department of Public Health and Environment (Division) (Program) 4300 Cherry Creek Drive South Denver, CO 80127 SCOPE OF WORK: * CONTRACTOR * CONTRACTOR ENTITY TYPE: Colorado Political Subdivision CONTRACTOR FEIN OR SOCIAL SECURITY NUMBER * BILLING STATEMENTS RECEIVED: * STATUTORY AUTHORITY: * CONTRACT PRICE NOT TO EXCEED: FEDERAL FUNDING DOLLARS: $ STATE FUNDING DOLLARS: $ MAXIMUM .MOUNT AVAILABLE PER FISCAL YEAR: FY XX: $ FY XX: $ FY =: $ FY XX: $ FY XX: $ CONTRACTOR REPRESENTATIVE: * Page 1 of 4 EXHIBIT TWO Additional Provisions -_Exhibit A, and its attachments if included, to this Task Order Contract; 4) the Scope/Statement of Work - Exhibit B, and its attachments if included, to this Task Order Contract; 6) other exhibits/attachments to this Task Order Contract in their order of appearance. 4. The Contractor, in accordance with the terms and conditions of the Master Contract and this Task Order Contract, 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 "Exhibit B". The State, with the concurrence of the Contractor, may, among other things, prospectively renew or extend the term of this Task Order Contract, subject to the limitations set forth in the Master Contract, increase or decrease the amount payable under this Task Order Contract, or add to, delete from, and/or modify this Task Order Contract's Statement of Work through a "Limited Amendment for Task Orders" that is substantially similar to the sample form Limited Amendment that is incorporated herein by this reference and identified as Exhibit C. 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. Upon proper execution and approval, this Limited Amendment shall become a formal amendment to this Task Order Contract. This contract is subject to such modifications as may be required by changes in Federal or State law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this Task Order Contract on the effective date of such change as if fully set forth herein. 6. The conditions, provisions, and terms of any RFP attached hereto, if applicable, establish the minimum standards of performance that the Contractor must meet under this Task Order Contract. If the Contractor's Proposal, if attached hereto, or any attachments or exhibits thereto, or the Scope/Statement of Work - Exhibit B, establishes or creates standards of performance greater than those set forth in the RFP, then the Contractor shall also meet those standards of performance under this Task Order Contract. Page 3 of 4 EXHIBIT A ADDITIONAL PROVISIONS To Task Order Contract Dated **/**/**** - Contract Routing Number ** *** ***** These provisions are to be read and interpreted in conjunction with the provisions of the Task Order Contract specified above. ELIhIINATE THIS INFORMATION, ALL OTHER INFORMATION IN RED AND ANY PREPRINTED PROVISIONS THAT DO NOT APPLY ON YOUR FINAL VERSION. • ADD IN ALL PROVISIONS REQUIRED BY YOUR PROGRAM THAT ARE NOT INCLUDED IN THE MASTER CONTRACT OR THE TASK ORDER CONTRACT TEMPLATE. • DELETE INAPPLICABLE INFORMATION, VERIFY THAT ALL PARAGRAPHS ARE NUMBERED CORRECTLY, AND ATTACH THIS EXHIBIT TO YOUR CONTRACT. • PLEASE DO NOT MODIFY THE GENERAL FORMAT OF THIS DOCUMENT (e.g., font type/size, margins, spacing, etc.) OR THE HEADER ON THE TOP OF THIS PAGE 1.) Health Insurance Portability and Accountability Act (HIPAA) Business Associate Determination. The following two sections of paragraph 1 deal with HIPAA requirements — PLEASE consult with the department's HIPAA officer to determine which paragraph applies to your procurement. If your Contractor is a Business Associate under HIPAA, include the following statement in your Additional Provisions, and DELETE the next paragraph. The State and the Contractor have determined that Contractor is a business associate under. HIPAA. The Contractor hereby agrees to, and has an affirmative duty to, execute the State's current HIPAA Business Associate Agreement which is attached hereto as Attachment A-*, and incorporated herein by this reference. This Business Associate Agreement shall be fully and properly executed by Contractor and returned to the State at the time Contractor signs the Task Order Contract of which this exhibit is a part. If your Contractor is NOT a Business Associate under MPAA, the following statement in your Additional Provisions, and DELETE the paragraph above. The State has determined that this contract does not constitute a Business Associate relationship under HIPAA. 2. This Task Order Contract contains federal funds (see Catalog of Federal Domestic Assistance (CFDA) number **.***) The United State Department of ********** ("US****"), through the ********** ("***") has awarded federal funds under Award number **********, hereinafter "Award", to perform the following — *********** If the underlying Award authorizes the State to pay all allowable and allocable expenses of a contractor as of the effective date of that Award, then the State shall reimburse the Contractor for any allowable and allocable expenses of the Contractor that have been incurred by the Contractor since the proposed effective date of this Task Order Contract. If the underlying Award does not authorize the State to pay all allowable and allocable expenses of a contractor as of the effective date of that Award, then the State shall only reimburse the Contractor for those allowable and allocable expenses of the Contractor that are incurred by the Contractor on or after the effective date of this Task Order Contract, with such effective date being the later of the date specified in this Task Order Contract or the date the Task Order Contract is signed by the State Controller or delegee. To be attached to CDPHE Pagel of 3 Revised: 12/19/06 Task Order v1.0 (11/05) contract template EXIHBIT A have a different time negotiated by the State and the Contractor in writing pursuant to the State's fiscal rules. C. Time to Correct Defect. Upon receipt of timely written notice of an objection to a completed deliverable, the Contractor shall have a reasonable period of time, not to exceed *** (**) calendar days, to correct the noted deficiencies. If the Contractor fails to correct such deficiencies within *** (**) calendar days, the Contractor shall be in default of its obligations under this Task Order Contract and the State, at its option, may elect to terminate this Task Order Contract or the Master Contract and all Task Order Contracts entered into pursuant to the Master Contract. 6. Modifications To The Request for Proposal. Describe all modifications, if any, to the RFP, if attached that resulted from the submission of the Contractor's Proposal or negotiations of the parties. If an RFP was used as part of this procurement, but no changes need to be made, type in "None" under "a" below and eliminate "b." If no RFP, eliminate this paragraph 6 in total. a. *** b. *** To be attached to CDPHE Page 3 of 3 Revised: 12/19/06 Task Order v 1.0 (11 /05) contract template EXHIBIT B STATEMENT OF WORK To Task Order Contract Dated **/**/**** - Contract Routing Number ** *** ***** These provisions are to be read and interpreted in conjunction with the provisions of the Task Order Contract specified above. • ELIMINATE THIS INFORMATION IN RED AND ADD IN YOUR STATEMENT OF WORK. • PLEASE DO NOT MODIFY THE GENERAL FORMAT OF THIS DOCUMENT (e.a., font type/size, margins, spacing, etc.) OR THE HEADER AT THE TOP OF THIS PAGE.) To he attached to CDPHE Page 1 of 1 Revised: 12/19/06 Task Order vl.0 (11/05) contract template EX+HHrr c: DEPARTMENT OR AGENCY NAME COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT (ADD PROGRAM NAME HERE) DEPARTMENT OR AGENCY NUMBER *** CONTRACT ROUTING NUMBER ELIMINATE ALL INFORMATION APPEARING IN RED LIMITED AMENDMENT FOR TASK ORDERS #* 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 type 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 Master Contract, dated ******** **, ****, with contract routing number ** *** ***** "the Master Contract"). Pursuant to the terms and conditions of the Master Contract, the parties entered into a Task Order Contract, dated ******** **, ****, with contract encumbrance number PO and contract routing number ** *** *****, [insert the following 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 if previous amendment(s), change order(s), renewal(s) have been processed: collectively] referred to herein as the "Original Task Order Contract, whereby the Contractor was to provide to the State the following: [Briefly describe what the Contractor was to do under the Original Task Order Contract — indent this paragraph] [Please choose one of the following four options and delete 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, ($*.**) during the current term of the Original Task Order Contract in exchange for the promise of the Contractor to perform the [choose one and delete the other] increased/decreased work under the Original Task Order Contract. Page 1 of 5 EYIMiirr C ****, through and including ********* **, ****. The maximum amount payable by the State for the work to be performed by the Contractor during this current term is [choose one and delete the other] increased/decreased by ********** Dollars,$�) for an amended total financial obligation of the State of ********** DOLLARS ,($*�**). [Delete the following sentence if not applicable in your situation] The revised Statement of Work is incorporated herein by this reference and identified as "Attachment *". [Delete the following sentence if not applicable in your situation] The revised Budget is incorporated herein by this reference and identified as "Attachment *". The Original Task Order Contract is modified accordingly. All other terms and conditions of the .Original Task Order Contract are reaffirmed. A. [Use this paragraph when the Original Task Order Contract will be renewed for another term] This Limited Amendment is issued pursuant to paragraph 5 of the Original Task Order Contract identified by contract routing number ** *** *****. This Limited Amendment is for the renewal term of ********* ** ****, through and including ********* **, ****. The maximum amount payable by the State for the work to be performed by the Contractor during this renewal term is ********** Dollars,$( *.**) for an amended total financial obligation of the State of ********** DOLLARS, ($*.**). [Delete the following sentence if not applicable in your situation] The revised Statement of Work is incorporated herein by this reference and identified as "Attachment *". [Delete the following sentence if not applicable in your situation] The revised Budget is incorporated herein by this reference and identified as "Attachment The Original Task Order Contract is modified accordingly. All other terms and conditions of the Original Task Order Contract are reaffirmed. A. [Use this paragraph when there are "no cost changes" to the Budget, the specifications within the original Statement of Work, allowable contract. provisions as noted, or performance period.] This Limited Amendment is issued pursuant to paragraph 5 of the Original Task Order 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 Statement 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 Task Order Contract. The revised [choose those that apply and delete those that don't] Budget, Statement of Work, project management/manager identification, notice address or notification personnel, or period of performance is incorporated by this reference and identified as. All other terms and conditions of the Original Task Order Contract are reaffirmed. 4. The effective date of this Limited Amendment is **/**/****, or upon approval of the State Controller, or an authorized delegate thereof, whichever is later. Page 3 of 5 EXHIBIT C & WI'f NESS WHEREOF, the parties hereto have executed this Limited Amendment on the day first above written. CONTRACTOR: STATE: [LEGAL NAME OF CONTRACTOR] STATE OF COLORADO (a political subdivision of the State of Colorado) Bill Ritter, Jr. Governor By: Name: _ Title: _ HEALTH FEIN: ATTEST: Because the Contractor is a governmental entity, an attestation is required By: (Seal, required) By: For the Executive Director DEPARTMENT OF PUBLIC AND ENVIRONMENT PROGRAM APPROVAL: City, City and County, County, Special District, or Town Clerk or Equivalent [Delete inapplicable language.] 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 and/or services provided. By: Date: STATE CONTROLLER Leslie M. Shenefelt Page 5 of 5