HomeMy WebLinkAboutC12-221 Environmental Health Services (13 FFA 44826) DEPARTMENT OF PUBLIC HEALTH
AND ENVIRONMENT
ROUTING NO. 13 FFA 44826
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INTERGOVERNMENT CONTRACT
STATE: CONTRACTOR:
State of Colorado for the use & benefit of the Board of County Commissioners of
Department of Public Health and Environment Eagle County
Div. of Environmental Health and Sustainability 500 Broadway
4300 Cherry Creek Drive South, C -1 Eagle, CO 81631
Denver, CO 80127
CONTRACT MADE DATE: CONTRACTOR ENTITY TYPE:
05/21/2012 Colorado Political Subdivision
PO /SC ENCUMBRANCE NUMBER
PO FFA EHS13044826 BILLING STATEMENTS RECEIVED:
TERM: Quarterly
This contract shall be effective upon approval STATUTORY AUTHORITY:
by the State Controller, or designee, or on C.R.S. 25 -4 -1601; C.R.S. 25 -1.5 -101; C.R.S. 29-1 -
07/01 /2012, whichever is later. The contract 201
shall end On 06/30/2013. CONTRACT PRICE NOT TO EXCEED:
$25,986.39
FEDERAL FUNDING DOLLARS: $0,00
STATE FUNDING DOLLARS: $25,986.39
MAXIMUM AMOUNT AVAILABLE PER FISCAL YEAR
PROCUREMENT METHOD: FY 13: $25,986.39
Exempt
BID/RFP /LIST PRICE AGRREMENT NUMBER
Not Applicable
LAW SPECIFIED VENDOR STATUTE PRICE STRUCTURE
Not Applicable Fixed Cost
STATE REPRESENTATIVE CONTRACTOR REPRESENTATIVE
Patricia Klocker Chairperson of the Board of the County
Dept. of Public Health and Environment Commissioners of Eagle County
Environmental Health and Sustainability 500 Broadway
4300 Cherry Creek Drive South, C -1 Eagle, CO 81631
Denver, CO 80127
SCOPE OF WORK:
Contractor shall provide community consumer protection services, including but not limited to
the sanitary regulation (including product sampling) of retail food establishments, schools, child
care centers, summer camps; respond to environmental health emergencies in its service area; and
complete reasonable requests by The State to provide assistance in various program activities.
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EXHIBITS:
T e following exhibits are hereby incorporated:
xhibit A - Additional Provisions (and any of its Attachments; e.g., A -1, A -2, etc.)
Exhibit B - Statement of Work (and any of its Attachments; e.g., B -1, B -2, etc.)
COORDINATION:
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 jefficient 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/hot designee.
PROCUREMtNT:
All State of Colorado contracts with its political subdivisions and other governmental entities
are extempt from the State of Colorado's personnel rules and procurement code.
PRICE PRO SIONS:
Paym nts pursuant to this contract shall be made as earned, in whole or in part, from available funds,
enc bered for the purchase of the described services and/or deliverables. The liability of the State
at an time for such payments shall be limited to the encumbered amount remaining of such funds.
Authdrity exists in the laws and funds have been budgeted, appropriated and otherwise made
availalble, 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.
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GENERAL PROVISIONS
The following clauses apply to this contract. In some instances, these general clauses have been expanded upon in
other sections /exhibits of/to this contract. To the extent that other provisions of the contract provide more
specificity than these general clauses, the more specific provision shall control.
1. Governmental Immunity. Notwithstanding any other provision to the contrary, 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, Section 24 -10 -101
et.seq., CRS, as now or hereafter amended. The parties understand and agree that liability for claims for
injuries to persons or property arising out of negligence of the State of Colorado, its departments, institutions,
agencies, boards, officials and employees is controlled and limited by the provisions of Section 24 -10 -101
et.seq., CRS and the risk management statutes, Section 24 -30 -1501, et.seq., CRS as now or hereafter amended.
2. Available Funds Contingency
a. Available Funds. The State is prohibited by law from making commitments beyond the term of the
State's current fiscal year; therefore, Contractor's compensation beyond the State's current Fiscal Year
is contingent upon the continuing availability of State appropriations as provided in the Colorado
Special Provisions. Payments pursuant to this Contract shall be made only from available funds
encumbered for this Contract and the State's liability for such payments shall be limited to the
available amount remaining of such encumbered funds. In the event that state funds become
unavailable for this Contract, as determined by the State, the State may immediately terminate this
Contract or amend it accordingly.
b. Federal Funds Contingency. Payment pursuant to this contract, if in federal funds, whether in whole or
in part, is subject to and contingent upon the continuing availability of federal funds for the purposes
hereof. In the event that said funds, or any part thereof, become unavailable, as determined by the
State, the State may immediately terminate this contract or amend it accordingly without liability
including liability for termination costs.
3. Billing Procedures. The State shall establish billing procedures and requirements for payment due the
Contractor in providing performance pursuant to this contract. The Contractor shall comply with the established
billing procedures and requirements for submission of billing statements. The State shall comply with CRS 24-
30- 202(24) when paying vendors upon receipt of a correct notice of the amount due for goods or services
provided hereunder.
4. Exhibits - Interpretation. Unless otherwise stated, all referenced exhibits are incorporated herein and made a
part of this contract. Unless otherwise stated, the terms of this contract shall control over any conflicting terms
in any of its exhibits. In the event of conflicts or inconsistencies between this contract and its exhibits or
attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following
order of priority: 1) the Special Provisions of this Contract; 2) the Additional Provisions Exhibit A and its
attachments if included; 3) the Contract (other than the Special Provisions); 4) the RFP if applicable and
attached; 5) the Scope /Statement of Work Exhibit B and its attachments if included; 6) the Contractor's
proposal if applicable and attached; 7) other exhibits/attachments in their order of appearance.
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 Contract. If the Contractor's Proposal, if
attached hereto, or any attachments or exhibits thereto, or the Scope /Statement of Work Exhibit B, establish
or create standards of performance greater than those set forth in the RFP, then the Contractor shall also
meet those standards of performance under this Contract.
5. Notice and Representatives. For the purposes of this contract, the representative for each party is as designated
herein. Any notice required or permitted may be delivered in person or sent by registered or certified mail,
return receipt requested, to the party at the address provided, and if sent by mail it is effective when posted in a
U.S. Mail Depository with sufficient postage attached thereto. Notice of change of address or change or
representative shall be treated as any other notice.
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6. Contractor Representations - Qualifications/ Licenses /Approvals/Insurance. The Contractor certifies that, at
th time of entering into this contract, it and its agents have currently in effect all necessary licenses,
c ifications, approvals, insurance, etc. required to properly provide the services and/or supplies covered
b this contract in the state of Colorado. Proof of such licenses, certifications, approvals, insurance, etc.
s 11 be provided upon the State's request. Any revocation, withdrawal or non - renewal of necessary license,
c ification, approval, insurance, etc. required for the Contractor to properly perform this contract, shall be
grounds for termination of this contract by the State.
Co c ntractor certifies that it is qualified to perform such services or provide such deliverables as delineated in this
tract.
7. L al Authori . The Contractor warrants that it possesses the legal authority to enter into this contract and that
it as 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.
8. Insurance — Contractor. The Contractor is a "public entity" within the meaning of the Colorado
Gmvernmental Immunity Act (CGIA), section 24 -10 -101, et seq., C.R.S., as amended. Therefore, at all
tithes during the initial term of this Contract, and any renewals or extensions hereof, the Contractor shall
m intain 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.
9. Rights in Data, Documents and Computer Software or Other Intellectual Property. All intellectual property
inOluding 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
Sti te. 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
wider 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
prpficient in the given subject area. Software documentation shall be delivered by Contractor to the State
th$t clearly identifies the programming language and version used, and when different programming
languages are incorporated, identifies the interfaces between code programmed in different programming
la*guages. The documentation shall contain source code which describes the program logic, relationship
baween 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
w ants that the delivered software will be sufficiently descriptive to enable maintenance and modification
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of he 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
p ose authorized by the Copyright Law of the United States as now or hereafter enacted. Upon the
'tten request of the State, the Contractor shall provide the State with three (3) copies of all such
c yrightable material.
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10. Confidential or Pro .riet. Information. Subject to the Public (Open) Records Act, section 24 -72 -101, et
se 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
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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
Contractor. Contractor shall implement appropriate safeguards as are necessary to prevent the use of
disclosure of confidential information and shall maintain a comprehensive written information privacy and
security program that includes administrative, technical and physical safeguards for the electronic
transmission of confidential information which are appropriate to the size and complexity of the
Contractor's operations and the nature and scope of its activities. Contractor shall promptly notify the State
if Contractor breaches the confidentiality of any information covered by this Contract.
The Contractor must identify to the State the information that it considers confidential or proprietary. This is a
continuing obligation. Confidential or proprietary information for the purpose of this paragraph is information
relating to Contractor's research, development, trade secrets, business affairs, internal operations and
management procedures and those of its customers, clients or affiliates, but does not include information
lawfully obtained by third parties, information which is in the public domain, or information which is or could
have been acquired/developed independently by the State or a third party. Notwithstanding the foregoing, the
State shall not be in violation of its obligations under this section should it disclose confidential information if
such disclosure is, in the sole opinion of the State's legal counsel, required by applicable law and/or legal
process (including, but not limited to, disclosures required pursuant to the Colorado (Open) Public Records Act,
sections 24 -72 -201, et. seq, C.R.S., as now or hereafter amended). The State shall endeavor to provide notice to
the Contractor, as promptly as practicable under the circumstances, of any demand, request, subpoena, court
order or other action requiring such disclosure, in order to afford Contractor the opportunity to take such lawful
action as it deems appropriate to oppose, prevent or limit the disclosure, solely at its own instance and expense;
but nothing herein shall be construed to require the State to refuse or delay compliance with any such law, order
or demand.
11. Records Maintenance, Performance Monitoring & Audits. The Contractor shall maintain a complete file of
all records, documents, communications, and other materials that pertain to the operation of the
program/project or the delivery of services under this contract. Such files 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 Contractor records.
The Contractor shall protect the confidentiality of all records and other materials containing personally
identifying information that are maintained in accordance with this contract. Except as provided by law, no
information in possession of the Contractor about any individual constituent shall be disclosed in a form
including identifying information without the prior written consent of the person in interest, a minor's
parent, guardian, or the State. The Contractor shall have written policies governing access to, duplication
and dissemination of, all such information and advise its agents, if any, that they are subject to these
confidentiality requirements. The Contractor shall provide its agents, if any, with a copy or written
explanation of these confidentiality requirements before access to confidential data is permitted.
The Contractor authorizes the State, the federal government or their designee, to perform audits and/or
inspections of its records, at any reasonable time during the term of this contract and for a period of six (6)
years following the termination of this contract, to assure compliance with the state or federal government's
terms and/or to evaluate the Contractor's performance. Any amounts the State paid improperly shall be
immediately returned to the State or may be recovered in accordance with other remedies.
All such records, documents, communications, and other materials shall be the property of the State unless
otherwise specified herein and shall be maintained by the Contractor in a central location as custodian for
the State on behalf of the State, for a period of six (6) years from the date of final payment or submission of
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tho final federal expenditure report under this contract, unless the State requests that the records be retained
for a longer period, or until an audit has been completed with the following qualification. If an audit by or
on behalf of the federal and/or state government has begun but is not completed at the end of the six (6)
ye period, or if audit findings have not been resolved after a six (6) year period, the materials shall be
re ined until the resolution of the audit findings.
T e Contractor shall permit the State, any other governmental agency authorized by law, or an authorized
de ignee thereof, in its sole discretion, to monitor all activities conducted by the Contractor pursuant to the
to s of this contract. Monitoring may consist of internal evaluation procedures, reexamination of program
da a, special analyses, on -site verification, formal audit examinations, or any other procedures as deemed
re sonable and relevant. All such monitoring shall be performed in a manner that will not unduly interfere
with contract work.
12. Tapces. 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 iay 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. Cdnflict of Interest. During the term of this contract, the Contractor shall not engage in any business or
pe$sonal 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 which 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
gofverning the performance of its employees engaged in the award and administration of contracts. No
e ployee, 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
in rest, 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,
had 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.
"S ervices" 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
adMiitional payment. When defects in the quality or quantity of service cannot be corrected by re-
pe -formance, 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
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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
delivery or installation. Contractor shall, at its option, repair or replace any supplies that fail to satisfy this
warranty during the warranty period. Additionally, Contractor agrees to assign to the State all written
manufacturer warranties relating to the supplies and to deliver such written warranties to the State.
15. Adjustments in Price. Adjustments to contract prices are allowable only so long as they are mutually agreeable
by the parties and so long as they are included within a contract amendment made prior to the effective date of
the price adjustments and made pursuant to the State of Colorado Fiscal Rules, signed by the parties, and
approved by the State Controller or designee. The Contractor shall provide cost or pricing data for any price
adjustment subject to the provisions of the Cost or Pricing Data Section of the Colorado State Procurement
Rules. Any adjustment in contract price pursuant to the application of a clause in this contract shall be made in
one or more of the following ways:
a. By agreement on a fixed -price adjustment;
b. By unit prices specified in the contract;
c. In such other manner as the parties may mutually agree; or
d. In the absence of agreement between the parties, by a unilateral determination by the procurement
officer of the costs attributable to the event or situation covered by the clause, plus appropriate profit
or fee.
16. Contract Modifications. 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 contract on the effective date of such change as if
fully set forth herein. If either the State or the Contractor desires to modify the terms and conditions of this
Contract, then the parties shall execute a standard written amendment to this Contract initiated by the State.
The standard written amendment must be executed and approved in accordance with all applicable laws
and rules by all necessary parties including the State Controller or delegate.
17. Litigation. The Contractor shall within five (5) calendar days after being served with a summons,
complaint, or other pleading which has been filed in any federal or state court or administrative agency
notify the State that it is a party defendant in a case which involves services provided under this contract.
The Contractor shall deliver copies of such document(s) to the State's Executive Director. The term
"litigation" includes an assignment for the benefit of creditors, and filings in bankruptcy, reorganization
and/or foreclosure.
18. Notice of Breach and Dispute Resolution: If the State or the Contractor believes in good faith that the other
party has failed to timely complete a deliverable, or has otherwise committed a material breach of this
Contract, then the non - breaching party shall notify the breaching party in writing of the alleged breach
within ten (10) business days of: 1) the date of the alleged breach if the non - breaching party is aware of the
breach at the time it occurs; or 2) the date that the non - breaching party becomes aware of the breach.
Upon receipt of written notice of an alleged breach of the Contract, the breaching party shall have ten (10)
business days, or such additional time as may be agreed to in writing between the parties, within which to
cure the alleged breach or to notify the non - breaching party in writing of the breaching party's belief that a
material breach of this Contract has not occurred. Failure of the breaching party to cure or respond in
writing within the above time period shall result in the non - breaching party being entitled to pursue any and
all remedies available at law or in equity.
Except as herein specifically provided otherwise, disputes concerning the performance of this contract
which cannot be resolved by the designated contract representatives shall be referred in writing to a senior
departmental management staff designated by the department and a senior manager designated by the
Contractor. Failing resolution at that level, disputes shall be presented in writing to the Executive Director
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andl the Contractor's chief executive officer for resolution. This process is not intended to supersede any
other process for the resolution of controversies provided by law.
Thle Contractor and its sureties shall be liable for any damage to the State resulting from the Contractor's
breach, whether or not the Contractor's right to proceed with the work is terminated. The State reserves the
right, in its sole discretion, to determine whether or not to accept substituted performance tendered by the
Cokntractor 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. Te anon.
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
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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
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
satisfactory services and supplies delivered.
In the event that the State terminates this contract under the Termination for Convenience
provisions, the Contractor is entitled to submit a termination claim within ten (10) days of the
effective date of termination. The termination claim shall address and the State shall consider
paying the following costs:
I. the contract price for performance of work, which is accepted by the State, up to the
effective date of the termination;
II. reasonable and necessary costs incurred in preparing to perform the terminated portion of
the contract;
III. reasonable profit on the completed but undelivered work up to the date of termination;
IV. the costs of settling claims arising out of the termination of subcontracts or orders, not to
exceed 30 days pay for each subcontractor;
V. reasonable accounting, legal, clerical, and other costs arising out of the termination
settlement.
In no event shall reimbursement under this clause exceed the contract amount reduced by amounts
previously paid by the State to the Contractor.
c. Immediate Termination. This contract is subject to immediate termination, in whole or in part, by
the State without further liability in all of the following circumstances:
I. In the event that the State determines that the health, safety, or welfare of persons
receiving services may be in jeopardy;
II. Upon verifying that the Contractor has engaged in or is about to participate in fraudulent
or other illegal acts; or
III. If State or federal funds are not appropriated, or otherwise become unavailable to fund
this Contract.
21. Stop Work Order. Upon written approval by the State Procurement Officer or delegee, the State may, by
written order to the Contractor, at any time, and without notice to any surety, require the Contractor to stop
all or any part of the work called for by this contract. This order shall be for a specified period after the
order is delivered to the Contractor. Any such order shall be identified specifically as a stop work order
issued pursuant to this clause. Upon receipt of such an order, the Contractor shall forthwith comply with its
terms and take all reasonable steps to minimize the incurring of costs allocable to the work covered by the
order during the period of work stoppage. Before the stop work order expires, as legally extended, the
State Procurement Officer or delegee shall either:
a. Cancel the stop work order; or
b. Terminate the work covered by such order; or
c. Terminate the contract.
If a stop work order issued under this clause is properly canceled, the Contractor shall have the right to
resume work. An appropriate adjustment shall be made in the delivery schedule or contract price, or both,
and the contract shall be modified accordingly in writing pursuant to the terms of this contract dealing with
contract modifications, if:
a. The stop work order results in increased time required for, or in the Contractor's cost properly
allocable to, the performance of any part of this contract; and
b. The Contractor asserts claim for such an adjustment within thirty (30) days after the end of the
period of work stoppage.
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If the work covered by such order is terminated for default or convenience, the reasonable costs resulting
from the stop work order shall be allowed by adjustment or otherwise and such adjustment shall be in
accordance with the Price Adjustment Clause of this contract.
22. V:Iaue. 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. U i derstandina of the Parties.
a. Complete Integration. This contract is intended as the complete integration of all understandings
between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto
shall have any force or effect whatsoever, unless embodied herein in writing. No subsequent
novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect
unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules.
b. Severability. To the 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.
c. 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.
f. j 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
j 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
I 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
CDPHE V sion 1.0 (4/04) Page 10 of 18 Revised: 10/07/09
distinguished from the State Controller — and the Contractor assumes the risk that such written
notice of assignment is received by the controller for the agency, department, or institution
involved.
The Contractor is required to formally notify the State prior to, or if circumstances do no allow
prior notification then immediately following, any of the following:
I. change in ownership;
II. change of address;
III. the filing of bankruptcy.
g. Force Majeure. Neither the Contractor nor the State shall be liable to the other for any delay in, or
failure of performance of, any covenant or promise contained in this contract, nor shall any delay
or failure constitute default or give rise to any liability for damages if, and only to the extent that,
such delay or failure is caused by "force majeure." As used in this contract "force majeure" means
acts of God; acts of the public enemy; acts of the State and any governmental entity in its
sovereign or contractual capacity; fires; floods, epidemics; quarantine restrictions, strikes or other
labor disputes; freight embargoes; or unusually severe weather.
h. Changes In Law. This contract is subject to such modifications as may be required by changes in
applicable federal or State law, or their implementing rules, regulations, or procedures. Any such
required modification shall automatically be incorporated into and be part of this contract on the
effective date of such change as if fully set forth herein. Except as provided above, no
modification of this contract shall be effective unless agreed to in writing by both parties in the
form of a written amendment to this Contract that has been previously executed and approved in
accordance with applicable law.
i. Media or Public Announcements. Unless otherwise provided for in this Contract, the Contractor
shall not make any news release, publicity statement, or other public announcement, either in
written or oral form that concerns the work provided under this Contract, without the prior written
approval of the State. The Contractor shall submit a written request for approval to the State no
less than ten (10) business days before the proposed date of publication. The State shall not
unreasonably withhold approval of the Contractor's written request to publish. Approval or denial
of the Contractor's request by the State, shall be delivered to the Contractor in writing within six
(6) business days from the date of the State's receipt of Contractor's request for approval.
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 this Contract. 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 the
publication of any materials produced under this Contract. It shall be the obligation of the
Contractor to inquire of the State as to whether these requirements exist and obtain written
notification from the State as Contractor deems appropriate.
24. Intellectual Indemnity. Contractor shall defend, at its sole expense, any claim(s) or suit(s) brought against
the State alleging that the use by the State of any product(s), or any part thereof, supplied by Contractor
under this agreement constitutes infringement of any patent, copyright, trademark, or other proprietary
rights, provided that the State gives Contractor written notice within twenty (20) days of receipt by the
State of such notice of such claim or suit, provides assistance and cooperation to Contractor in connection
with such action, and Contractor has sole authority to defend or settle the claim. Contractor shall consult
the State regarding such defense and the State may, at its discretion and expense, participate in any defense.
Should the State not choose to participate, Contractor shall keep the State advised of any settlement or
defense.
Contractor shall have liability for all such claims or suits, except as expressly provided herein, and shall
indemnify the State for all liability incurred by the State as a result of such infringement. Contractor shall
CDPHE Version 1.0 (4/04) Page 11 of 18 Revised: 10/07/09
pa all reasonable out -of- pocket costs and expenses, and damages fmally awarded by a court of competent
jsdiction, awarded or agreed to by Contractor regarding such claims or suits.
urj
If e product(s), or any part thereof, become the subject of any claim, suit or proceeding for infringement
of y patent, trademark or copyright, or in the event of any adjudication that the product(s), or any part
th eof, infringes any patent, trademark or copyright, or if the sub - license or use of the product(s), or any
p thereof, is enjoined, Contractor, after consultation with the State, shall do one of the following at
C tractor'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.
Exjcept as otherwise expressly provided herein, Contractor shall not be liable for any costs or expenses
incurred without its prior written authorization.
Conntractor 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. Ccnformance 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 organisation 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 seq., 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 -
12117, 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);
CDPHE V sion 1.0 (4/04) Page 12 of 18 Revised: 10/07/09
g. 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);
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 a
State; and
i. If the Contractor is a covered entity under the Health Insurance Portability and Accountability Act
of 1996, 42 U.S.C. 1320d — 1320d -8, the Contractor shall comply with applicable HIPAA
requirements. If Contractor is a business associate under HIPAA, Contractor hereby agrees
to, and has an affirmative duty to, execute the State's current HIPAA Business Associate
Agreement. In this case, Contractor must contact the State's representative and request a
copy of the Business Associate Agreement, complete the agreement, have it signed by an
authorized representative of the Contractor, and deliver it to the State.
j. The Federal Funding Accountability and Transparency Act of 2006 (Public Law 109 -282), as
amended by §6062 of Public Law 110 -252, including without limitation all data reporting
requirements required thereunder. This Act is also referred to as FFATA.
26. Contractor Affirmation. If this Contract involves federal funds or compliance is otherwise federally mandated,
then by signing and submitting this Contract the Contractor affirmatively avers 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.);
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; the
Contractor shall comply with all applicable regulations pursuant to Executive Order 12549,
including, Debarment and Suspension and Participants' Responsibilities, 29 C.F.R. 98.510 (1990);
and,
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, Certification and Disclosure, 29
C.F.R. 93.110(1990).
27. Annual Audits. If the Contractor expends federal funds from all sources (direct or from pass - through
entities) in an amount of $500,000 or more during its fiscal year, then the Contractor shall have an audit of
that fiscal year in accordance with Office of Management and Budget (OMB) Circular A -133 (Audits of
States, Local Governments, and Non -Profit Organizations). If the Contractor expends federal funds
received from the State in an amount of $500,000 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 of OMB 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 Organisations), whichever is applicable.
28. Holdover. In the event that the State desires to continue the services provided for in this Contract and a
replacement contract has not been fully executed by the expiration date of the Contract, this Contract may
be extended unilaterally by the State for a period of up to two (2) months upon written notice to the
Contractor under the same terms and conditions of the original Contract including, but not limited to,
prices, rates, and service delivery requirements. However, this extension terminates when the replacement
contract becomes effective when signed by the State Controller or an authorized delegate.
29. Survival of Certain Contract Terms. Notwithstanding anything in this contract to the contrary, the parties
understand and agree that all terms and conditions of this contract which may require continued
performance, compliance, or effect beyond the termination date of the contract and shall survive such
CDPHE Version 1.0 (4/04) Page 13 of 18 Revised: 10/07/09
to 11 ation date and shall be enforceable by the State as provided herein in the event of failure to perform
or omply by the Contractor.
30. S ATEWIDE CONTRACT MANAGEMENT SYSTEM [This section shall apply when the Effective
D. to is on or after July 1, 2009 and the maximum amount payable to Contractor hereunder is $100, 000 or
hi: her]
B entering into this Contract, Contractor agrees to be governed, and to abide, by the provisions of CRS
§2 - 102 -205, §24 -102 -206, §24 -103 -601, §24- 103.5 -101 and §24 -105 -102 concerning the monitoring of
ve 1 dor performance on state contracts and inclusion of contract performance information in a statewide
co 'tract management system.
Contractor's performance shall be evaluated in accordance with the terms and conditions of this Contract,
State law, including CRS §24- 103.5 -101, and State Fiscal Rules, Policies and Guidance. Evaluation of
Contractor's performance shall be part of the normal contract administration process and Contractor's
performance will be systematically recorded in the statewide Contract Management System. Areas of
re iew shall include, but shall not be limited to quality, cost and timeliness. Collection of information
re1vant to the performance of Contractor's obligations under this Contract shall be determined by the
spOcific requirements of such obligations and shall include factors tailored to match the requirements of the
Statement of Project of this Contract. Such performance information shall be entered into the statewide
Conntract Management System at intervals established in the Statement of Project and a final review and
rating shall be rendered within 30 days of the end of the Contract term. Contractor shall be notified
following each performance and shall address or correct any identified problem in a timely manner and
maintain work progress.
Should the fmal performance evaluation determine that Contractor demonstrated a gross failure to meet the
performance measures established under the Statement of Project, the Executive Director of the Colorado
Department of Personnel and Administration (Executive Director), upon request by the Colorado
Department of Public Health and Environment and showing of good cause, may debar Contractor and
prohibit Contractor from bidding on future contracts. Contractor may contest the fmal evaluation and result
byt (i) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS
§24- 105 - 102(6)), or (ii) under CRS §24- 105 - 102(6), exercising the debarment protest and appeal rights
provided in CRS § §24- 109 -106, 107, 201 or 202, which may result in the reversal of the debarment and
reinstatement of Contractor, by the Executive Director, upon showing of good cause.
•
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SPECIAL PROVISIONS
These Special Provisions apply to all contracts except where noted in italics.
1. CONTROLLER'S APPROVAL. CRS §24- 30- 202(1). This contract shall not be 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. GOVERNMENTAL IMMUNITY. No term or condition of this contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado
Governmental Immunity Act, CRS §24 -10 -101 et seq., or the Federal Tort Claims Act, 28 U.S.C. § §1346(b) and 2671 et
seq., as applicable now or hereafter amended.
4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and not
as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of the State. Contractor and its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for
Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its
employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract. Contractor
shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as
expressly set forth herein. Contractor shall (a) provide and keep in force workers' compensation and unemployment
compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c)
be solely responsible for its acts and those of its employees and agents.
5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws, rules, and
regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this contract. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by
reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or
enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision
rendered null and void by the operation of this provision shall not invalidate the remainder of this contract, to the extent
capable of execution.
7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra-
judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and
void.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable
under this contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of
federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term
of this contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to
prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the
State may exercise any remedy available at law or in equity or under this contract, including, without limitation,
immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
9. EMPLOYEE FINANCIAL INTEREST /CONFLICT OF 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. Contractor has no interest and shall not acquire any interest, direct or
indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall
not employ any person having such known interests.
10. VENDOR OFFSET. CRS § §24-30 -202 (1) and 24 -30- 202.4. [Not Applicable to intergovernmental agreements]
Subject to CRS §24 -30 -202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept
system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid
balances of tax, accrued interest, or other charges specified in CRS §39 -21 -101, et seq.; (c) unpaid loans due to the
CDPHE Version 1.0 (4/04) Page 15 of 18 Revised: 10/07/09
Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment
Compensatipn Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial
action.
11. PUBL C CONTRACTS FOR SERVICES. CRS §8- 17.5 -101. [Not Applicable to agreements relating to the
offer, issua ce, or sale of securities, investment advisory services or fund management services, sponsored
projects, in ergovernmental agreements, or information technology services or products and services] Contractor
certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform
work underlthis contract and will confirm the employment eligibility of all employees who are newly hired for
employme in the United States to perform work under this contract, through participation in the E -Verify Program
or the Dep ent program established pursuant to CRS §8- 17.5- 102(5)(c), Contractor shall not knowingly employ
or contract ith 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 w k under this contract. Contractor (a) shall not use E- Verify Program or Department program procedures
to undertake pre- employment screening of job applicants while this contract is being performed, (b) shall notify the
subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a
subcontractbr is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the
subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of
receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation,
undertaken iursuant to CRS §8- 17.5 - 102(5), by the Colorado Department of Labor and Employment. If Contractor
participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of
Higher Edu ation or political subdivision a written, notarized affirmation, affirming that Contractor has examined
the legal w rk status of such employee, and shall comply with all of the other requirements of the Department
program. I Contractor fails to comply with any requirement of this provision or CRS §8- 17.5 -101 et seq., the
contracting State agency, institution of higher education or political subdivision may terminate this contract for
breach and,! if so terminated, Contractor shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24- 76.5 -101. Contractor, if a natural person
eighteen (1 8) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen
or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of
CRS §24 -7$.5 -101 et seq., and (c) has produced one form of identification required by CRS §24- 76.5 -103 prior to
the effective date of this contract.
Revised 1 -1 -09
CDPHE Version 1.0 (4/04) Page 16 of 18 Revised: 10/07/09
•
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
* Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's
behalf and acknowledge that the State is relying on their representations to that effect.
CONTRACTOR: STA 1'h OF COLORADO:
J n W. Hickenlooper, GOVERNOR
Board of County Commissioners of Eagle County
Legal Name of Contracting Entity
For Executive Director
Department of Public Health and Environment
Signature of Authorized Officer
• qt
Print Name of Authorized Offi er
Department Program Approv. •
AI V By:e /
Print Title of Authorized Officer
LEGAL REVIEW
John W. Suthers, Attorney General
By: f°
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24- 30-202 requires the State Controller to approve all State Contracts. This Contract is not valid
until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin
performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not
obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.
STATE CONTROLLER:
David J. McDermott, CPA
By: � _ I .r
Date: ' 4 -
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1 -
CDPHE V sion 1.0 (4/04) Page 18 of 18 Revised: 10/07/09
EXHIBIT A
ADDITIONAL PROVISIONS
To Contract Dated 05/21/2012 - Contract Routing Number 13 FFA 44826
These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above.
1. This contract contains no federal funds.
2. To receive compensation under this Contract, the Contractor shall submit a signed Quarterly CDPHE
Reimbursement Invoice Form. This form is accessible from the CDPHE internet website
http: / /www.cdphe. state. co.us /StandardizedInvoice /index.html CDPHE will provide technical assistance
in accessing and completing the form. The CDPHE Reimbursement Invoice Form must be submitted
within sixty (60) calendar days of the end of the billing period for which services were rendered.
Expenditures shall be in accordance with the Statement of Work attached hereto as Exhibit B and
incorporated herein and the associated Budget attached hereto as Exhibit C and incorporated herein.
Submit completed CDPHE Reimbursement Invoice Form to:
Elizabeth Williams
Division of Environmental Health and Sustainability
Colorado Department of Public Health and Environment
C -1
4300 Cherry Creek Drive South
Denver, Colorado 80246
To be considered for payment, billings for payments pursuant to this Contract must be received within a
reasonable time after the period for which payment is requested, but in no event no later than sixty (60)
calendar days after the relevant performance period has passed. Final billings under this Contract must be
received by the State within a reasonable time after the expiration or termination of this Contract; but in no
event no later than sixty (60) calendar days from the effective expiration or termination date of this
Contract.
Unless otherwise provided for in this Contract, "Local Match ", if any, shall be included on all invoices as
required by funding source.
The Contractor shall not use federal funds to satisfy federal cost sharing and matching requirements unless
approved in writing by the appropriate federal agency.
3. Time Limit For Acceptance Of Deliverables.
a. Evaluation Period. The State shall have fifteen (15) calendar days from the date a deliverable is
delivered to the State by the Contractor to evaluate that deliverable, except for those deliverables
that have a different time negotiated by the State and the Contractor.
b. Notice of Defect. If the State believes in good faith that a deliverable fails to meet the design
specifications for that particular deliverable, or is otherwise deficient, then the State shall notify
the Contractor of the failure or deficiencies, in writing, within 20 (20) calendar days of: 1) the date
the deliverable is delivered to the State by the Contractor if the State is aware of the failure or
deficiency at the time of delivery; or 2) the date the State becomes aware of the failure or
deficiency. The above time frame shall apply to all deliverables except for those deliverables that
have a different time negotiated by the State and the Contractor in writing pursuant to the State's
fiscal rules.
To be attached to CDPHE Page 1 of 2 Revised: 4/1/04
Version 1.0 (3/12) contract template
•
EXHIBIT A
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 thirty (30)
calendar days, to correct the noted deficiencies.
4. The State has determined that this contract does not constitute a Business Associate relationship under
HIFAA.
•
5. O tion to Extend Term. The State may require continued performance for a period of 12 months at the
rats and same terms specified in the Contract. If the State exercises the option, it will provide written
notice to Contractor at least 30 days prior to the end of the current contract term in a form substantially
equivalent to Exhibit D. If exercised, the provisions of the Option Letter shall become part of and be
incorporated into the original contract. The total duration of this Contract, including the exercise of any
options under this clause, shall not exceed 5 years.
To be attacI ed to CDPHE Page 2 of 2 Revised: 4/1/04
Version 1.0 3/12) contract template
EXHIBIT B
STATEMENT OF WORK
To Contract Dated 05/21/2012 - Contract Routing Number 13 FFA 44826
These provisions are to be read and interpreted in conjunction with the provisions of the Contract specified above.
Project Description:
The Contractor shall provide community consumer protection services, including but not limited to: the
sanitary regulation (including product sampling) of retail food establishments, schools, child care centers,
summer camps, mobile home parks, campgrounds, motels and hotels; respond to environmental health
emergencies, as defined by the State, in its service area; and complete reasonable requests by the State to
provide assistance in various program activities. The Contractor shall provide these services in accordance
with the delegation of responsibilities under the "Food Protection Act" C.R.S. 25- 4- 1604(a),(c),(d),(e) and (h).
][I. Performance Requirements/Deliverables:
From July 1 through June 30 of each year of the Contract, the Contractor shall complete the following
activities in its service area:
a) Grant or refuse licenses and certificates of licenses pursuant to C.R.S. 25 -4 -1606, utilize enforcement
provisions including the assessment of civil penalties pursuant to C.R.S. 25 -4 -1611 and the suspension or
revocation of licenses and certificates of license pursuant to C.R.S. 25-4 -1609.
b) Hear and determine all complaints against licensees or grantees of certificates of license and administer
oaths and issue subpoenas to require the presence of any person necessary to the determination of any
such hearing.
c) Use and require compliance with the "Food Protection Act ", C.R.S. 25 -4 -16 et seq, the "Colorado Retail
Food Establishment Rules and Regulations," 6 CCR 1010 -2, and all other documents issued by the
Colorado Department of Public Health and Environment (CDPHE) which are used to clarify
interpretation of the law, rules and regulations.
d) Enter retail food establishments during business hours and at other times during which activity is evident
to conduct inspections and other interventions related to food safety and protection of public health.
e) Review and approve Hazard Analysis Critical Control Point (HACCP) plans submitted for evaluation to
verify and ensure that food handling risks are reduced to prevent foodborne illness outbreaks.
f) Conduct, at a minimum, the following activities in the Contractor's service area:
1) Two (2) inspections, when required, for all retail food establishments or on a risk based
inspection frequency.
2) One (1) inspection of all schools that contain a laboratory or shop.
3) One (1) inspection of each child care center or on a risk based inspection frequency.
4) One (1) inspection of each summer camp.
5) An inspection, in a timely manner, of any mobile home park, campground, motel or hotel after
the Contractor receives a complaint of any such facility.
6) Review all submitted plans in a timely manner.
7) One (1) inspection of all schools that do not contain a laboratory or shop at least once every
three (3) years.
g) The Contractor's environmental health officer shall secure and use the following equipment for the
purpose of performing inspections:
1) Thermocouple or probe -type thermometer;
2) Maximum registering thermometer or temperature- sensitive tape(s);
3) Chemical test kits /papers;
4) Flashlight; and
5) Alcohol swabs.
h) Maintain adequate records in the Digital Health Department (DEED) computerized system in order for the
Division of Environmental Health and Sustainability (DEHS) to determine:
Page 1 of 3
Exhibit B- Statement of Work
V 1/MAR2012
EXHIBIT B
1) The number of inspections conducted.
2) Whether critical items identified on retail food establishment inspections were corrected.
3) Whether the required inspection frequency was met; and
4) The number of enforcement actions taken to obtain compliance in retail food establishments.
5) The frequency of inspections conducted for child care centers and indicate whether the required
inspection frequencies for each program have been met.
i) I Have performance measures to assure that employees cite critical item violations on retail food
inspections and take the appropriate measures to ensure that these violations are corrected. Such
performance measures are to be developed and used by the Contractor.
j) Report to DEHS the number of foodbome illness complaints received and the number of foodbome
illness outbreaks that occur. The format and frequency of the reports shall be a format and frequency
mutually agreeable to the DEHS and the Contractor.
k) Have one employee who meets the eligibility requirements, apply for retail food establishment
standardization through the DEHS and have this applicant participate in the standardization exercise
when scheduled by DEHS.
1) Maintain accuracy of existing firm information in Contractor's inventories in the DHD.
m) At the end of each contract quarter, Contractor will complete the CDPHE Reimbursement Invoice Form,
attached to this Contract as Attachment A -1 and submit it to DEHS.
III. Personnel:
a. To perform these contractual services, Contractor must employ an individual as the lead environmental
health officer who possesses at least a BS degree in environmental health, or in a closely associated field,
and at least two years of field experience in general environmental health programs. A Masters of Public
Health degree may be substituted for one year of field experience.
b. Contractor may employ an environmental health officer or technician without two years field experience
or an individual who does not possess a Bachelor of Science degree if the individual is supervised by an
environmental health officer with the qualifications listed above in III a.
IV. Monitoring:
CDPHE's monitoring of this contract for compliance with performance requirements will be conducted
throughout the contract period by the Assistant Director of DEHS. Methods used will include review of
documentation reflective of performance to include inspection inventories, inspection reports, site visits,
electronic data and joint inspections.
The Contractor's performance will be evaluated four (4) times per year and communicated to the Contractor.
Following the first quarter of each contract year, DEHS will review records showing the percentage of
contract completion for each Contractor. Should a Contractor accomplish less than 18% of the required
c ntract work, the Contractor will be notified verbally of the fact and informed of the deficiency by email and
o mail. Following the second quarter of each contract year, DEHS will review records showing the
p rcentage of contract completion for each Contractor. Should a Contractor accomplish less than 35% of the
required contract work, the Contractor will be notified verbally of the fact and informed of the deficiency by
e ail and or mail. Following the third quarter of each contract year, DEHS will review records showing the
percentage of contract completion for each Contract. Should a Contractor accomplish less than 60% of the
required contract work during the first three quarters of the contract year, the contractor will be notified
verbally of the fact and informed of the deficiency by email and or mail. Following the fourth quarter of each
contract year, DEHS will review records showing the percentage of contract completion for each Contract.
Should the Contractor accomplish less than 90% of the required contract work, the Contractor will be notified
verbally and in writing that remittance for one - twelfth (1/12) of the contract yearly value will be deducted
from the fourth quarter payment.
A Final Contractor Performance Evaluation will be conducted at the end of the life of the contract.
Page 2 of 3
Exhibit B- Statem4nt of Work
V 1/MAR2012
EXHIBIT B
V. Resolution of Non - Compliance:
The Contractor will be notified by telephone and email within 15 calendar days of discovery of a compliance
issue. Within 30 calendar days of discovery, the Contractor and the State will collaborate, when appropriate,
to determine the action(s) necessary to rectify the compliance issue and determine when the action(s) must be
competed. The action(s) and time line for completion will be documented by email or mail and agreed to by
both parties. If extenuating circumstances arise that requires an extension to the time line, the Contractor
must email a request to the Division Assistant Director and receive approval for a new due date. The State
will oversee the completion/implementation of the action(s) to ensure time lines are met and the issue(s) is
resolved. If the Contractor demonstrates inaction or disregard for the agreed upon compliance resolution plan,
the State may exercise its rights under the Remedies section of the General Provisions of this contract.
Page 3 of 3
Exhibit B- Statement of Work
V 1/MAR2012
EXHIBIT C
BUDGET
To Contract Dated 05/21/2012 - Contract Routing Number 13 FFA 44826
These provisions are to be read and interpreted in conjunction with the provisions of the Contract specified above.
In consideration of those services satisfactorily and timely performed by the Contractor under this Contract, the State shall cause to be
paid to the Contractor a sum not to exceed Twenty -Five Thousand Nine Hundred Eighty -Six and 39/100 Dollars ($25,986.39) in four
equal amounts as follows:
$6,496.60 on October 31, 2012;
$6,496.60on December 31, 2012;
$6,496.60on March 31, 2013;
$6,496.59on June 30, 2013.
Should less than 90% of the contract work be completed in the contract year, one twelfth (1/12) of the annual contract remittance will not
be paid to the Contractor in the June 30, 2013 payment.
Page 1 of 1
Exhibit B- Statement of Work
V 1/MAR2012
r T
i
Exhibit D
OPTION LETTER
Date: State Fiscal Year: Option Letter No. CMS Routing #
1) OPTIONS: Choose all applicable options listed in §1 and in §2 and delete the rest.
a. Option to renew only (for an additional term)
b. Change in the amount of goods within current term
c. Change in amount of goods in conjunction with renewal for additional term
d. Level of service change within current term
e. Level of service change in conjunction with renewal for additional term
f. Option to initiate next phase of a contract
2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below:
a. For use with Options 1(a -e): In accordance with Section(s) of the Original Contract routing number
between the State of Colorado, Insert Name of Department or Higher Ed Institution , and Contractor's
Name, the State hereby exercises its option for an additional term beginning Insert start date and ending on
Insert ending date at a cost/price specified in Section , AND /OR an increase /decrease in the amount of
goods /services at the same rate(s) as specified in Identify the Section, Schedule, Attachment, Exhibit etc.
b. For use with Option 1(f), please use the following: In accordance with Section(s) of the Original
Contract routing number between the State of Colorado, Insert Name of Department or Higher Ed
Institution , and Contractor's Name, the State hereby exercises its option to initiate Phase indicate which
Phase: 2, 3, 4, etc for the term beginning Insert start date and ending on Insert ending date at the cost/price
specified in Section
c. For use with all Options 1(a -f): The amount of the current Fiscal Year contract value is
increased /decreased by $ amount of change to a new contract value of Insert New $ Amt to as consideration
for services /goods ordered under the contract for the current fiscal year indicate Fiscal Year. The first
sentence in Section is hereby modified accordingly. The total contract value including all previous
amendments, option letters, etc. is Insert New $ Amt.
3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or
whichever is later.
STATE OF COLORADO
John W. Hickenlooper, GOVERNOR PROGRAM APPROVAL:
Department of Public Health and Environment
By:
By: Lisa Ellis, Purchasing & Contracts Unit Director
Date:
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24 -30 -202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and dated below
by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins
performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any goods and /or
services provided hereunder.
STATE CONTROLLER
David J. McDermott, CPA
By:
•
Date:
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Effective Date: 1/6/09-Rev 8/25/09
• A.
N
Exhibit D
Page 2 of 1
Effective Date: 1/6/09-Rev 8/25/09
