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HomeMy WebLinkAboutC14-090 Master Contract Amendment #1 (13FAA00016) II DEPARTMENT OR AGENCY NAME COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT DEPARTMENT OR AGENCY NUMBER FAA CONTRACT ROUTING NUMBER 14-0016A MASTER CONTRACT AMENDMENT#1 This Contract Amendment is made this 27th day of January,2014,by and between the State of Colorado, acting by and through the DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT,whose address or principal place of business is 4300 Cherry Creek Drive South,Denver,Colorado 80246,hereinafter referred to as the "State"; and,BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY,(a political subdivision of the state of Colorado),whose address or principal place of business is 500 Broadway,Eagle,Colorado 81631-0850,for the use and benefit of the Eagle County Public Health Agency,hereinafter referred to as the"Contractor". FACTUAL RECITALS The parties entered into a Master Contract dated January 17,2012,contract routing number 13 FAA 00016, whereby the Contractor was to provide to the State the following: The intent of the 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 as defined in the Master Contract. The State hereby exercises a"no cost"change to the Master Contract by updating General and Federal Provisions, within the current term,of the Original Master Contract. NOW THEREFORE,in consideration of their mutual promises to each other,stated below,the Parties hereto agree as follows: 1. It is expressly agreed to by the parties that this Contract Amendment is supplemental to the original Master Contract,contract routing number 13 FAA 00016,collectively referred to herein as the Original Master Contract,which is by this reference incorporated herein. All terms,conditions,and provisions thereof, unless specifically modified herein,are to apply to this Contract Amendment as though they were expressly rewritten,incorporated,and included herein. 2. It is expressly agreed to by the parties that the Original Master Contract is and shall be modified,altered, and changed in the following respects only: A. This Contract Amendment is issued pursuant to paragraph 16 of the Original Master Contract identified by contract routing number 13 FAA 00016. This Contract Amendment is for the current term of July 1,2012,through and including June 30 2017. This Contract Amendment modifies the Original Master Contract by adding one(1)new state general provision, updating one(1)state general provision,and adding one(1)new federal provision. The following provision modifications are incorporated herein by this reference. i. The following new general provision is hereby added to the Original Master Contract as paragraph 31,Performance Outside the State of Colorado and/or the United States: Amendment Standard with_Performance_GP_01/15/14 Page 1 of 5 31. Performance Outside the State of Colorado and/or the United States [Not applicable if Task Order Contract Funds include any federal funds.] Following the Effective Date,Contractor shall provide written notice to the State,in accordance with the Notices and Representatives provision,within 20 days of the earlier to occur of Contractor's decision to perform,or its execution of an agreement with a Subcontractor to perform, Services outside the State of Colorado and/or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado and/or the United States and the reason why it is necessary or advantageous to perform such Services at such location or locations: All notices received by the State pursuant to this provision shall be posted on the Colorado Department of Personnel&Administration's website.Knowing failure by Contractor to provide notice to the State under this provision shall constitute a material breach of this Contract. ii. The general provision paragraph 10,Confidential or Proprietary Information,of the Original Master Contract is hereby deleted and replaced with: 10. Confidential or Proprietary Information. Subject to the Public(Open)Records Act,section 24-72-101,et seq.,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.Contractor shall protect the confidentiality of all information accessed,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 access,use and disclose confidential information only for the operation and administration of the Contract,and shall not directly or indirectly disclose confidential information after the term of the Contract. Contractor shall implement appropriate safeguards as are necessary to prevent accidental or unauthorized use or disclosure of confidential information and shall maintain a comprehensive written information privacy and security program that includes administrative,technical and physical safeguards for maintaining and transmitting electronic confidential information. Contractor shall promptly notify the State if Contractor breaches the confidentiality of any information covered by this Contract.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. 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. Amendment_Standard_with_Perfonnance_GP_O1/15/14 Page 2 of 5 iii. The following new federal provision is hereby added to paragraph 25, Conformance with Law,of the Original Master Contract: 25.k. Contractor shall comply with the provisions of Section 601 of Title VI of the Civil Rights Act of 1964,as amended,which states that"no person in the United States shall on the grounds of race,color or national origin,be excluded from participation in,be denied the benefits of,or be subjected to discrimination under any program actively receiving Federal financial assistance."The Office for Civil Rights has established that it is the responsibility of any program that is a recipient of federal funds to ensure that any Limited English Proficient(LEP) person or beneficiary have meaningful access to programs,services and information.The Contractor and contract personnel shall adopt and implement policies and procedures in which reasonable steps are taken to provide language assistance in order to ensure equal access to LEP persons or beneficiaries.The Contractor and contract personnel shall advise LEP individuals that language assistance will be provided at no cost to the LEP person or beneficiary. The Original Master Contract is modified accordingly. All other terms and conditions of the Original Master Contract are reaffirmed. 4. The effective date of this Contract Amendment is February 28,2014,or upon approval of the State Controller,or an authorized delegate thereof,whichever is later. 5. Except for the General Provisions and Special Provisions of the Original Master Contract,in the event of any conflict,inconsistency,variance,or contradiction between the terms and provisions of this Contract Amendment and any of the terms and provisions of the Original Master Contract,the terms and provisions of this Contract Amendment shall in all respects supersede,govern,and control. The Special Provisions shall always control over other provisions of the Original Master Contract or any subsequent amendments thereto. The representations in the Special Provisions to the Original Master Contract concerning the absence of personal interest of state of Colorado employees is presently reaffirmed. 6. FINANCIAL OBLIGATIONS OF THE STATE PAYABLE AFTER THE CURRENT FISCAL YEAR ARE CONTINGENT UPON FUNDS FOR THAT PURPOSE BEING APPROPRIATED,BUDGETED, AND OTHERWISE MADE AVAILABLE. Amendment Standard with_Performance_GP_O1/15/14 Page 3 of 5 IN WITNESS WHEREOF,the parties hereto have executed this Contract Amendment on the day first above written. *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: STATE: Board of County Commissioners of Eagle STATE OF COLORADO County John W.Hickenlooper,Governor (a political subdivision of the state of Colorado) For the use and benefit of the Eagle County Public Health Age dinBy: Signature of Authoriz d Officer For the Executive Director DEPARTMENT OF PUBLIC HEALTH _/// / Q AND ENVIRONMENT Print Name of Autho iz d Officer Print Title of Authorized Officer ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS ยง24-30-202 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 Robert Jaros,CPA,MBA,JD By: Date: Amendment_Standard with_Performance GP_O1/15/14 Page 4 of 5 . 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