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HomeMy WebLinkAboutC17-114 Colorado Department of Public Health and EnvironmentC17-114 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. 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. 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 Contineenev. 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 ofpriority: 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 ifsent 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. unlocked contract Template Inter Governnzental 121516.docs Page 3 of 18 Contractor -Representations - Qualifications/Licenses/Approval,-,/Insurance. The Contractor certifies that, at the time of entering into this contract, it and its agents have currently in effect all necessary licenses, certifications, approvals, insurance, etc. required to properly provide the services and/or supplies covered by this contract in the state of Colorado. Proof of such licenses, certifications, approvals, insurance, etc, shall be provided upon the State's request. Any revocation, withdrawal or non -renewal of necessary license, certification, approval, insurance, etc. required for the Contractor to properly perform this contract, shall be grounds for termination of this contract by the State. Contractor certifies that it is qualified to perform such services or provide such deliverables as delineated in this contract. Legal Authority. The Contractor warrants that it possesses the legal authority to enter into this contract and that it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and to lawfully authorize its undersigned signatory to execute this contract and bind the Contractor to its terms. The person(s) executing this contract on behalf of the Contractor warrant(s) that such person(s) have full authorization to execute this contract. Insurance — Contractor. The Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act (CGIA), section 24-10-101, el. C.R.S., as amended. Therefore, at all times during the initial term of this Contract, and any renewals or extensions hereof, the Contractor shall maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the CG1A. 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 including without limitation, databases, software, documents, research, programs and codes, as well as all, reports, studies, data, photographs, negatives or other documents, drawings or materials prepared by the Contractor in the performance of its obligations under this contract shall be the exclusive property of the State. Unless otherwise stated, all such material shall be delivered to the State by the Contractor upon completion, termination, or cancellation of this contract. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of the Contractor's obligations under this contract without the prior written consent of the State. All documentation, accompanying the intellectual property or otherwise, shall comply with the State requirements which include but is not limited to all documentation being in a paper, human readable format which is useable by one who is reasonably proficient in the given subject area. Software documentation shall be delivered by Contractor to the State that clearly identifies the programming language and version used, and when different programming; languages are incorporated, identifies the interfaces between code programmed in different programming languages. The documentation shall contain source code which describes the program logic, relationship between any internal functions, and identifies the disk files which contain the various parts of the code. Files containing the source code shall be delivered and their significance to the program described in the documentation. The documentation shall describe error messages and the location in the source code, by page, line number, or other suitable identifier, where the error message is generated. The Contractor warrants that the delivered software will be sufficiently descriptive to enable maintenance and modification of the software. The State's ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. If any material is produced under this Contract and the parties hereto mutually agreed that said material could be copyrighted by Contractor or a third party, then the State, and any applicable federal funding; entity, shall, without additional cost, have a paid in full, irrevocable, royalty free, and non-exclusive license to reproduce, publish, or otherwise use, and authorize others to use, the copyrightable material for any purpose authorized by the Copyright Law of the United States as now or hereafter enacted. Upon the written request of the State, the Contractor shall provide the State with three (3) copies of all such copyrightable material. 1q. Confidential or Proprietary Information. Subject to the Public (Open) Records Act, section 24-72- 101, etas, 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 latus and regulations unlocked Contract Template Inter Governmental. 121516.doc-. Page 4 of 18 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 (©pen) 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 the 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 unlocked Contract Template Inter Governinental 121516.docx Page 5of18 on behalf of the federal and/or state government has begun but is not completed at the end of the six (6) year period, or if audit findings have not been resolved after a six (6) year period, the materials shall be retained until the resolution of the audit findings. The Contractor shall permit the State, any other governmental agency authorized by law, or an authorized designee thereof, in its sole discretion, to monitor all activities conducted by the Contractor pursuant to the terms of this contract. Monitoring may consist of internal evaluation procedures, reexamination of program data, special analyses, on-site verification, formal audit examinations, or any other procedures as deemed reasonable and relevant. All such monitoring shall be performed in a manner that will not unduly interfere with contract work. 12. Taxes. The State, as purchaser, is exempt from all federal excise taxes under Chapter 32 of the Internal Revenue Code [No. 84-730123K] and from all state and local government use taxes [C.R.S. 39- 26-114(a) and 203, as amended]. The Contractor is hereby notified that when materials are purchased for the benefit of the State, such exemptions apply except that in certain political subdivisions the vendor may be required to pay sales or use taxes even though the ultimate product or service is provided to the State. These sales or use taxes will not be reimbursed by the State. 13. Conflict of Interest. [luring the term of this contract, the Contractor shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the Contractor fully performing his/her obligations under this contract. Additionally, the Contractor acknowledges that, in governmental contracting, even the appearance of a conflict of interest is harmful to the interests of the State. Thus, the Contractor agrees to refrain from any practices, activities or relationships 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 governing the performance of its employees engaged in the award and administration of contracts, leo employee, officer, or agent of the Contractor, subcontractor, or subgrantee shall participate in the selection, or in the award or administration of a contract or subcontract supported by Federal funds if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: a. The employee, officer or agent; b. Any member of the employee's immediate family; C. The employee's partner; or d. An organization which employees, or is about to employ, any of the above, has a financial or other interest in the firm selected for award. The Contractor's, subcontractor's, or subgrantee's officers, employees, or agents will neither solicit nor accept gratuities, favors, or anything of monetary value froth Contractor's potential contractors, or parties to subagreements. 14. Inspection and Acceptance Services and Contractor Warranty. The State reserves the right to inspect services provided under this contract at all reasonable times and places during the term of the contract. "Services" as used in this clause includes services performed or tangible material produced or delivered in the performance of services. If any of the services do not conform to contract requirements, the State may require the contractor to perform the services again in conformity with contract requirements, with no additional payment. When defects in the quality or quantity of service cannot be corrected by re - performance, the State may (1) require the contractor to take necessary action to ensure that the future performance conforms to contract requirements and (2) equitably reduce the payment due the contractor to reflect the reduced value of the services performed. These remedies in no way limit the remedies available to the State in the termination provisions of this contract, or remedies otherwise available at law. unlocked Contract Template Inter Governmental 121516,docx Page 6 of 18 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. Adiustments 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 detennination 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 andfor 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 (14) 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 and 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. The 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 unlocked Contract Template Inter Gor-emtrtental 121516.doex Page 7 of 18 right, in its sole discretion, to determine whether or not to accept substituted performance tendered by the Contractor or the Contractor's sureties and acceptance is dependent upon completion of all applicable inspection procedures. 19. Remedies: In addition to any other remedies provided for in this contract, and without limiting its remedies otherwise available at law, the State may exercise the following remedial actions if the Contractor substantially fails to satisfy or perform the duties and obligations in this contract. Substantial failure to satisfy the duties and obligations shall be defined to mean significant insufficient, incorrect or improper performance, activities, or inaction by the Contractor. Without limitation, these remedial actions include: a. withhold payment to Contractor until the necessary services or corrections in performance are satisfactorily completed; and/or b, require the vendor to take necessary action to ensure that the future performance conforms to contract requirements; and/or C, request the removal from work on the contract of employees or agents of Contractor whom the State justifies as being incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued employment on the contract the State deems to be contrary to the public interest or not in the best interest of the State; and/or d. deny payment for those services or obligations which have not been performed and which due to circumstances caused by Contractor cannot be performed, or if performed would be of no value to the State; denial of the amount of payment must be reasonably related to the value of work or performance lost to the State; and/or e, suspend Contractor's performance pending necessary corrective action as specified by the State without Contractor's entitlement to adjustment in price/cost or schedule; and/or f. modify or recover payments (from payments under this contract or other contracts between the State and the vendor as a debt due to the State) to correct an error due to omission, error, fraud and/or defalcation; and/or g. terminate the contract. These remedies in no way limit the remedies available to the State in the termination provisions of this contract, or remedies otherwise available at law. 20. Tennination. 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 wort: 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. Termination for Convenience. The State shall have the right to terminate this contract at any time the State determines necessary by giving the Contractor at least twenty (20) calendar days prior written notice. If notice is so given, this contract shall terminate on the expiration of the specified time period, and the liability of the parties hereunder for further performance of the terms of this contract shall thereupon cease, but the parties shall not be released from the duty to perform their obligations up to the date of termination. In the event of termination, all finished or unfinished 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 unlocked Contract Template Inter Governmental 12151 G.docx Page 8 of IS 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: 1. In the event that the State determines that the health, safety, or welfare of persons receiving; services may be in jeopardy; if. upon verifying that the Contractor has engaged in or is about to participate in fraudulent or other illegal acts; or Ill. If State or federal funds are not appropriated, or otherwise become unavailable to fund this Contract, 2L Stogy 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 wort; called for by this contract. This order shall be for a specified period alter 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 Contractors 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. 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. untocked Gontract Tcrttplate Inter Govem mental 121516.docx Page 9 of 18 22. Venue. The parties agree that exclusive venue for any action related to performance of this contract shall be in the City and County of Denver, Colorado. 23, Understanding of the Parties. a. Complete Inteizration. 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. Severabilitv. 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 Aereement. 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 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 tenrnina€ion or expiration to the extent necessary to give effect to the intent and understanding of the parties. Assi Ynment and Change In Ownership. Address Financial Status. Except as herein specifically provided otherwise, the rights, duties and obligations of the Contractor arising hereunder cannot be assigned, delegated, subgranted or subcontracted except with the express prior written consent of the State, which consent shall not be unreasonably withheld. In the case of assignment or delegation, Contractor and the State shall execute the standard State novation agreement prior to the assignment or delegation being effective against the State. The subgrants and subcontracts permitted by the State shall be subject to the requirements of this contract. The Contractor is responsible for all subcontracting arrangements, delivery of services, and performance of any subgrantor or subcontractor. The Contractor warrants and agrees that any subgrant or subcontract, resulting from its performance under the terms and conditions of this contract, shall include a provision that the said subgrantor or subcontractor shall abide by the terms and conditions hereof. Also, the Contractor warrants and agrees that all subgrants or subcontracts shall include a provision that the subgrantor or subcontractor shall indemnify and hold harmless the State. The subgrantors or subcontractors must be certified to work on any equipment for which their services are obtained. This provision shall not be construed to prohibit assignments of the right to payment to the extent permitted by section 4-9-313, CRS, provided that written notice ofassignment adequate to identify the rights assigned is received by the controller for the agency, department, or institution executing this contract. Such assignment shall not be deemed valid until receipt by such controller— as distinguished from the State Controller _ and the Contractor assumes the risk that such written notice of assignment is received by the controller for the agency, department, or institution involved. The Contractor is required to formally notify the State prior to, or if circumstances do not allow prior notification then immediately following, any of the following: unlocked Contract 7`etnplate Inter Governmental 121516.docx Page 10 of 18 1. change in ownership; [I. change of address; 111. the filing of bankruptcy. g. Force Maieure. 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 written amendment to this Contract that has been previously executed and approved in accordance with applicable law. 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, 1 f 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. To the extent permitted by law, the 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. To the extent permitted by law, the 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 pay all reasonable out-of-pocket costs and expenses, and damages finally awarded by a court of competent jurisdiction, awarded or agreed to by Contractor regarding such claims or suits. To the extent permitted by late, if the product(s), or any part thereof, become the subject of any claim, suit or proceeding for infringement of any patent, trademark or copyright, or in the event of any adjudication that the product(s), or any part thereof, infringes any patent, trademark or copyright, or if the sub -license or use of the product(s), or any part thereof, is enjoined, Contractor, after consultation with the Statc, shall do one of the following at Contractor's expense: unlocked Contract "ternplate Inter Governmental 121516.docs_ Pate 11 of IS 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. To the extent permitted by law, except as otherwise expressly provided herein, Contractor shall not be liable for any costs or expenses incurred without its prior written authorization. To the extent permitted by law, the Contractor shall have no obligation to defend against or to pay any casts, damages or attorney's fees with respect to any claim based upon: a. the use of an altered release if Contractor had not consented to the alteration; or b. the combination, operation or use of the product(s) with programs or data which were not furnished by Contractor, if such infringement would have been avoided if the programs or data furnished by persons or entities other than Contractor had not been combined, operated or used with the product(s), or C. the use of product(s) on or in connection with equipment or software not permitted under this contract if such infringement would have been avoided by not using; the product(s) on or in connection with such other equipment or software. 25. Conformance with Law. If this Contract involves federal funds or compliance is otherwise federally mandated, the Contractor and its agent(s) shall at all times during the term of this contract strictly adhere to all applicable federal laws, state laws, Executive Orders and implementing regulations as they currently exist and may hereafter be amended. Without limitation, these federal laws and regulations include: a. Office of Management and Budget Circulars and The Common Mule 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 4725 C. when required by Federal program legislation, the "Davis -Bacon Act", as amended (40 U.S.C. 3141-3148) as supplemented by Department of Labor Regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"); d. when required by Federal program legislation, the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building of Public Work Financed in Whole or in Part by Loans or Grants from the United States"). e. 42 U.S.C. 6101 et ate, 42 U.S.C. 2000d, 29 U.S.C. 794 (regarding discrimination); f. 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); g. 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); h. 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); i. Section 2101 of the Federal Acquisition Streamlining Act of 1994, Public Law 103-355; and j. If the Contractor is a covered entity under the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. 1320d — 1320d -S, 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. unlocked Contract Template Inter Govemmental 121516.docx Page 12 of IS k. 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 there under. This Act is also referred to as FFATA. 1. Contractor shall comply with the provisions of Section 601 of Title VI of the Civil Rights Act of 1964, as amended. in, Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 comply with the equal opportunity clause provided under 41 CFR 60-1.3(b), in accordance with Executive Order 11246, "Equal Employment Opportunity: (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor. n. where applicable, Contract Work Hours and Safety Standards Act (40 U.S.C. 370I-3708). o. if the Federal award meets the definition of"funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into an agreement with a small business firm or nonprofit organization, comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency, P, the Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. q. if applicable, comply with the mandatory standards and policies on energy efficiency contained within the State of Colorado's energy conservation plan issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. 6201, 26, Contractor Afffirtnation. if this Contract involves federal funds or compliance is otherwise federally mandated, then by sigtting and submitting this Contract the Contractor of%rmatively 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 and all principals are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; the Contractor and all principals shall comply with all applicable regulations pursuant to Executive Order 12549 (3 CFR Part 1986 Comp., p. 189) and Executive Order 12689 (3 CFR Part 1959 Comp., p. 235), Debarment and Suspension; 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) and where applicable, the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). 27, Annual Audits. If the Contractor expends federal funds from all sources (direct or from pass-through entities) in an amount of $750,000 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 $750,000 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). 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 lite 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. unlocked Contract Template Inter Governmental 121516.docx Page 13 of 18 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 termination date and shall be enforceable by the State as provided herein in the event of failure to perform or comply by the Contractor. 30. STATEWIDE CONTRACT MANAGEMENT SYSTEM [This section shall apply when the Effective Date is on or afterAdy 1, 2009 and the maximum amount payable to Contractor hereunder is $104,000 or higher] By entering into this Contract, Contractor agrees to be governed, and to abide, by the provisions of CRS §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 concerning; the monitoring of vendor performance on state contracts and inclusion of contract performance information in a statewide contract management system. Contractor's performance shall be evaluated in accordance with the terms and conditions of this Contract, State law, including CRS §24103.5-101, 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 review shall include, but shall not be limited to quality, cost and timeliness. Collection of information relevant to the performance of Contractor's obligations under this Contract shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements ofthe Statement of Project of this Contract. Such performance information shall be entered into the statewide Contract 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 final performance evaluation determine that Contractor demonstrated a gross failure to meet the performance measures established under the Statement of Project, the Executive Director ofthe 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 final evaluation and result by: (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 ofthe debarment and reinstatement of Contractor, by the Executive Director, upon showing of good cause. 31. Performance Outside the State of Colorado and/or the United States [Not applicable if 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. unlocked Contract Template Inter Gov,emnaental 121516.doc-x Page 14 of 18 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 sec{., 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, (h) 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 INTERES'17CONFLICT 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 shalt 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 specifed in CRS §39-21-101, et sect.; (c) unpaid loans due to Contract—Template InterGovemmental-070714 Page 15 of 18 the Student Loan Division ofthe Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund, and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action, 11. PUBLIC CONTRAC'T'S FOR SERVICES, CRS §8-17.5-101. [NotApplicable to agreentettts relating to the offer, issuance, or sale, ofsecurities, investment advtsoty sen ces orftlttd tttanai,entent sti-t ces, spottstired proJccL, intergovernmental agreernenty, or information technology services orproducts and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E -Verify Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor (a) shall not use E -Verify Program or Department program procedures to undertake pre- employment screening ofjob 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 subcontractor is employing or contracting Nvith 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 pursuant 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 Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program, If 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, ifa natural person eighteen (18) 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 §24-76,5-101 et seq., and (c) has produced one form of identification required by CRS 424-76,5-103 prior to the effective date of this contract. Contract 97483.docx Page 16 of 18 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: Eagle County Govemment Legal Name of Contracting Entity �.� If4 l� �-�AP-) Print Name of Autho zed O Signature of Authorized Officer q b , J, ---I Date STATE OF COLORADO: JOHN W. HICKENLOOPER, GOVERNOR By: 1 ' Crmv-&f " For Executive Director Department of Public Health and Environment n Department Program Approval: (: j4,+t(L By: Print Title of Authorized Officer Ansert Name and Title of Program Signer tZ L6%t) WILS0rL--9-XXSel bU� lna.lodit VUut wle- LEGAL REVIEW Cynthia H. Coffman, Attorney General By: t� )A ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §2430-202 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, CP , MBA, JD By: _ v Date: Si ` )if Contract 97483.docx Page 17 of 18 This page left intentionally dank. Contract 97483.docx Page IS of Is EXHIBIT A ADDITIONAL PROVISIONS To Contract Dated 42132117 - CHIS Contract Routing Number 17 FEFA 97483 These provisions are to be read and interpreted in conjunction with the provisions of the Contract specified above. This Contract contains State funds. 2. To receive compensation under the Contract, the Contractor shall submit a signed Monthly CDPHE Reimbursement Invoice Form. This form is accessible from the CDPHE intemet webs''€te htt wwiv.colorado.€tovf` acif€c!cd.lielstandardized-invoice-form-and-1 inks and isincorporated and made part of this Contract by reference. CDPHE will provide technical assistance in accessing and completing the form. The CDPHE Reimbursement Invoice Form and Expenditure Details page must be submitted no later than forte -five (45) calendar days after the end ofthe billing period for which services were rendered. Expenditures shall be in accordance with tile Statement of Work and Budget. The Contractor shall submit the invoice using one of the two methods listed below. The Contractor shall submit the following documentation with the completed CDPHE Reimbursement Invoice Form and Expenditure Details page•, copies of timesheetsipaystubs, credit card receipts, copies of cleared checks, invoices with zero balance shown, etc. Mail to: Eric Heyboer, Program Administrator DEHS —A2 Colorado Department of Public Health and Environment 4300 Cherry Creel: Drive South Denver, Colorado 80296 Scan the completed and signed CDPHE Reimbursement Invoice Form and supporting documentation into an electronic document. Email the scanned invoice and Expenditure Details page and supporting documentation to: Eric Heyboer, Program Administrator, eric.heybocrCstate.co.us Final billings under the Contract must be received by the State within a reasonable time after the expiration or termination of the Contract, but in any event no later than forty-five (45) calendar days from the effective expiration or termination date of tile Contract. Unless otherwise provided for in the 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 Thirty (30) 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 Thirty (30) calendar days of: 1) the Page] of2 Exhibit A —Additional Provisions EXHIBIT A date the deliverable is delivered to the State by the Contractor if the State is aware of tile 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. C. "Gime 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. Health Insurance Portability and Accountability Act (HIPAA) Business Associate Determination. The State has determined that this Contract does not constitute a Business Associate relationship under HIPAA. This award does not include funds for Research and Development. Page 2 oft Exhibit A -- Additional Provisions EXHIBIT B STATEMENT OF WORK To Original Contract Routing Number 17 FEFA 97483 These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above. Entity Name: Eagle County, Colorado II. Project Description: This project serves to lay the groundwork for establishing shared regional infrastructure, increased diversion and strong community engagement in northwest Colorado. The Eagle County Solid Waste and Recycling program shall complete a regional study that examines waste compositions, determines waste flows, identifies gaps in infrastructure, and creates partnerships within the study area. III. Definitions: Northwest Colora(lo The study area encompasses the following; counties: Cagle, Garfield, Rio Blanco, Moffat, and Routt. Stakeholders Individuals and groups who have a vested interest in the planning, development, implementation, success and evaluation of project or initiative. IV. Work Plan: Goal #I: To optimize waste reduction and diversion efforts in northwest Colorado. Objective #1: No later than the expiration date of this contract, the Contractor shall assess current conditions and gather the information needed to create a plan for increased resource recovery in northwest Colorado, No later than November 13, 2017, the Contractor shall invite stakeholder input on how best to Primary Activity #1 optimize waste reduction and diversion efforts in northwest Colorado. a. No later than April 14, 2017, the Contractor shall conduct an internet-based survey to identify existing attitudes and behaviors about recycling and will gather opinions on how to improve waste reduction programs in northwest Colorado. Sub -Activities #1 b. No later than April 14, 2017, the Contractor shall convene an initial investigative stakeholder meeting. C. No later than June 12, 2017, the Contractor shall convene at least one stakeholder work session to discuss current infrastructure and begin identifying present and future needs. No later than July 14, 2017, the Contractor shall oversee the completion of no less than three Prtutary Activity #2 (3) waste audits to confirm the general composition of the solid waste stream. August 14, 2017, the Contractor shall draft a report summarizing the results of the Sub -Activities #2 Flater December 15, 2017, the Contractor slhall produce a final report that includes an Primary.Aetivitj #3 assessment of regional solid waste related infrastructure and feasible options for als management infrastructure and policy. No later than November 30, 2017, the Contractor shall convene a stakeholder follow-up Sub -Activities 43 meeting: to share the results from the waste audit, gap analysis, and discuss recommendations for future action. Standards and 1. The Contractor shall collaborate with other counties in the study area to produce a list of Requirements the entities within each county that are involved in waste activities, landfills, public works, public haulers, recycling facilities, city/county staff, compost facilities, and special interest groups. This list of contacts will be invited to participate in each stakeholder meeting, 2. The Contractor shall arrange to have a facilitator present at each stakeholder meeting to ensure discussions are targeted to address specific regional strategy components, opportunities for collaborating on infrastructure and policy changes, and potential partnerships. version' Contract Stsscns w of Work —E xhibir €1 13eer111bfr 2015 Page 1 of Exhibit B - Statement of work.doc EXHIBIT B wrcitxu C Carla Stalcntcni tA'Work — rx1libit fi nccccnbcr ZII 15 Page 2 ora Exhibit B - Statement ol'Worlcdoc 3. The Contractor shall invite the general public to each stakeholder meeting and shall coordinate with each County's public information officer to announce meeting dates, times, and locations. 4. The Contractor shall make an extra effort to contact key stakeholders who are not able to attend a stakeholder meeting or who are non-responsive to ensure they respond to the survey. The Contractor shall design the survey in such a way that alloses members of the general public to respond to the survey, though the department recognizes that feedback from the general public is not the survey's primary objective. 5. The Contractor shall encourage survey respondents to use the Internet -based survey instrument, but shall also give respondents the option of submitting; a hard -copy of their survey responses if requested. h. The Contractor shall reference the American Society for Testing and Materials D-5231 standard, the California Integrated Waste Management Board's Uniform Waste Disposal Characterization Method and the United States Green Building Council's LEER Waste Management Policy and Waste Stream Audit Requirements will be used as a reference when developing the waste audit's methodology. 7. The Contractor shall conduct each waste audit at the largest landfill in a given county within the study area, or if the Contractor determines that conducting a waste audit at a landfill is not feasible, the Contractor sliall coordinate a waste audit with a waste hauler. The Contractor shall sort no less than three (3), 200 pound samples when conducting each waste audit. S. The Contractor shall reference historical data from previous waste audits in Eagle, Garfield, Routt, and Moffat counties to inform the new audit. 9. The Contractor shall receive, at minimum, verbal bi-weekly updates from the hired consultants to track progress and identify delays. The Contractor shall notify CDPHE program staff via email within three business days if there is an anticipated delay that exceeds a scheduled completion date by more than two weeks. 10, The final report shall address the following: a. waste audit analysts b. results from the survey and stakeholder meetings, including a discussion oil all outreach performed to inform the general public c. analysis of existing infrastructure d. analysis of future infrastructure and policy needs c. explanation of the region's collaborative efforts undertaken during the project and plans for future collaboration among stakeholders E discuss steps that will be taken to implement the recommendations in the plan g. summary of each consultant's and sub -contractor's performance Expected Results of 1. The region will have a thorough understanding of the attitudes, knowledge, and capacities Activity(s) of residents and businesses in relation to recyclables and compostables. 2. The region will have an inventory of solid waste related infrastructure and a list of feasible options for future materials management infrastructure and policy. 3. The region will have a sound understanding of the materials in its solid waste stream. Nlcasure lent of Expected :. 1. The Contractor shall have compiled the feedback received during the stakeholder Res tilts meetings and from the survey. 2. The Contractor shall have completed a waste audit and an analysis of other audits completed in the region from the past ten years. 3. The Contractor shall have a list of actionable items to improve regional infrastructure. Coni Ietion hate ,- Deliverables 1, The Contractor shall submit via email to CDPI lE Last business day of program staff monthly updates on this project's the month, overall progress toward fulfilling all project beginning �. activities and sub -activities. the month following the effective date of the contract. wrcitxu C Carla Stalcntcni tA'Work — rx1libit fi nccccnbcr ZII 15 Page 2 ora Exhibit B - Statement ol'Worlcdoc EXHIBIT B 2. The Contractor shall submit via email to CDPHE program staff a No later than final report. December 15, 2017 V. Monitoring: CDPHE's monitoring of this contract for compliance with performance requirements will be conducted throughout the contract period by the Program's Grant Administrator. Methods used will include a review of documentation determined by CDPHE to be reflective of performance to include progress reports and site visits. The Contractor's performance will be evaluated at set intervals and communicated to the contractor. A Final Contractor Performance Evaluation will be conducted at the end of the life of the contract. VI. Resolution of Non -Compliance: The Contractor will be notified in writing within 34 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 completed. The action(s) and time line for completion will be documented in writing 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 Grant Administrator 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 provisions of this contract, vcrs one Contract Stakmcni W'Work— rxhibit Ii D:cc nber 20 IS Page of Exhibit B - Statement of A'okdoc EXHIBIT C BUDGET To Contract Dated 02/22/17 — CMS Contract Routing Number 17 IiE1F'A 97483 Personal Services Eagle County Staff $45.00 20 $90Q00 $720.00 $1,620.00 Waste Audit Volunteers $35.00 240 $ - $8,400.00 $8,400.00 Su1r otat $90000 $9120.00 X10,020.00`:' Supplies/Opera Waste Audit Supplies .$2,500.00 $ - $2,500.00 Meeting Space Rental $2,250.00 $ - $2,250.00 Printing Costs $500.00 $ - $500.00 Survey Software $300.00 $ - $300.00 Sub Total -, $5,550.00`; $5;550.00', _- Travel Lodging $4,190.00 $ - $4,190.00 Meals $1,665.00 $- $1,665.00 Mileage $1,822.50 $ - $1,822.50 Stit Total $7 677.50 ; $7;677 50 Contractual Souder, Miller & Associates $110.00 110 $12,100.00 $1,980.00 $14,080.00 Souder, Miller & Ass. Support Staff $65.00 20 $1,300.00 $0.00 $1,300.00 Operational Consultants $95.00 t00 $9,500.00 $2,850.00 $12,350.00 GLF Environmental Consulting $45.00 100 $4,500.00 $540.00 $5,040.00 LBA Associates $135.00 40 $5,400.00 $0.00 $5,400.00 StttrTafat =' $32 800.00:: 55;370.00 538;170.00`' M Indirect (assessed at 4%) $2,456.70 S_ $2,456.70 Budget Narrative Project Administrators— Eagle $45 Stakeholder Mtgs. Outreach County Waste Comp. Audits Arrange Teams Prepare & Conduct Survey Review Gap analysis Review Final Report — Data Analysis Review Supplies/Operating — Waste audit supplies are projected to cost approximately $2,500. This is estimated based on the list of supplies provided in the ASTM D-5231 standard. Meeting space rentals are estimated to be approximately $750 per stakeholder meeting. With a minimum of three meetings, the meeting space rental total is estimated to be $2,250. Printed materials for paper surveys and materials distributed at the stakeholder meetings are estimated to cost $500. Survey software for conducting the survey will cost approximately $300. This cost was taken from Survey Gizmo's website at $75 per month for a four-month subscription. Pagel oF2 Exhibit C - Budget EXHIBIT C Travel— Stakeholder meeting hotel costs were calculated using GSA website's federal rates. The rate for Eagle, Colorado is $134 per night for one of the meetings and $261 per night for the others, due to seasonal rates. Two consultants wi11 travel to the meetings and stay two nights in a hotel for each of the three meetings, which equates to a total of $2,624. Stakeholder meeting meals are based on federal per diem rates from the GSA website. Per diem is estimated to be $55.50 on the first and last days of travel, and $74 on the middle day, for a total of $185 per person per three day trip. Two consultants will travel to three stakeholder meetings, which equates to a total of $1,110 for stakeholder meeting per diem. Mileage for stakeholder meetings is estimated to be approximately 600 miles per meeting, 550 for one consultant and 50 miles for the second consultant. The total mileage for all three meetings is $972 at $0.54 per mile. Waste audit hotels assume the above rate of $261 per night. It is estimated that three waste composition audits will require one consultant to stay two nights in a hotel. This equates to six nights in a hotel for a total of $1,566. Meals for one consultant will be a total of $185 per person per three-day trip, as described above. This equates to a total meal cost of $555 for one consultant to attend three three-day waste audits. Waste audit mileage is calculated to he approximately 525 miles per audit, 475 for one consultant and 50 for the other. The total mileage for all three waste audits for two consultants is $350.50. Contractual Personnel Title 11our1 Rate Acttvttles :; Rale Project Lead— Souder, Miller, and Associates $110 Stakeholder Mtgs, Support Waste Comp. Audits Lead Prepare & Conduct Survey Manage Software Gap analysis Assist Final Report —Data Analysis Prepare Project facilitator— Operational Consultants $95 Stakeholder Mtgs. facilitate/ Lead Prepare & Conduct Survey Gap analysis Compile Questions Perforin/ Lead Final Report — Data Analysis Review Project Assistant -- GLF Environmental Consulting $45 Stakeholder Mtgs, Support Waste Comp. Audits Support Prepare & Conduct Survey Compile Questions Gap analysis Assist Final Report — Data analysis Review Waste Audit Consultant — LB A Associates $135 Waste Comp. Audits Advise and Prepare Results Support Staff— Souder, Miller, and Associates $65 Stakeholder Mtgs. Support Waste Comp. Audits Logistics Prepare & Conduct Survey Help w°/ Software Final Report-- Data analysis Administrative Page 2 of 2 Exhibit C - Budget