HomeMy WebLinkAbout20111703.tiff RESOLUTION
RE: APPROVE INTERGOVERNMENTAL CONTRACT FOR EMERGENCY MEDICAL
TRAINING SERVICES (EMTS) PROVIDER GRANT AND AUTHORIZE CHAIR TO
SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Intergovernmental Contract for
Emergency Medical Training Services (EMTS) Provider Grant between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on
behalf of the Paramedic Service, and the Colorado Department of Public Health and
Environment, commencing upon full execution, and ending June 30, 2012, with further terms
and conditions being as stated in said contract, and
WHEREAS, after review, the Board deems it advisable to approve said contract, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Intergovernmental Contract for Emergency Medical Training
Services (EMTS) Provider Grant between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Paramedic
Service, and the Colorado Department of Public Health and Environment be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said contract.
Li 01/24 1 sick it:, CSC,'Lade e9reSer
19 -1 / / -c/7 aO/a 2011-1703
AM0020
INTERGOVERNMENTAL CONTRACT FOR EMERGENCY MEDICAL TRAINING
SERVICES (EMTS) PROVIDER GRANT
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 18th day of July, A.D., 2011.
BOARD OF COUNTY COMMISSIONERS
i/j` ELD COUNTY, COLORADO
ATTEST: ��i�" Cr. -��"/Jj ,y'�.(cud tt- c ±A /k�,
1 tbB ra KirkmeyerlChair /
Weld County Clerk to the Board E a1
= 4.efe &aye C — , Pro-Tem
Deputy erk to the Board V(
illiam =. G
AP O A M: EXCUSED
. ./id E. Lon�
unty Attorney ( c I F/ /010-0d��S
Douglae�Rademac er
Date of signature: g//61/4/
2011-1703
AM0020
Colorado Department of Public Health & Environment
Instructions for Contract Processing
(New Contract OR Amendment used for any type of modification)
Intergovernmental Entities/Local Health Agencies
I. Contract Document
❑ Print — 4 copies of the PDF contract document attached to the email. Double sided printing is encouraged
but optional. Single sided copies will be accepted.
❑ Signatures - Each of the 4 contract documents must be signed by the signature authority for your
organization. Original signatures are required. Please use blue ink if possible.
II. Signature Authority
*Attention Local Health Agencies: Some agencies have signature authority letters on file with CDPHE. If your
agency does not, please read and comply with the following instructions*
If the individual signing your contract document is NOT listed below as the signature authority for your entity
type, you must provide 1 copy of a Signature Authority Letter or other regulatory document (resolution,
charter, ordinance, etc) confirming the individual has the authority to enter into contracts on behalf of the
organization.
• Counties - Board of County Commissioners Chairperson or Executive Director
• County or District Board of Health - Board of Health President or Executive Director
• County or District Board of Social Services - Board of Social Services Chairperson
• Cities and Towns - Mayor
• Cities and Towns - City Manager (if city manager structure)
• School District - School District Superintendent
III. Submission
❑ Return all 4 original signed contract documents and the Signature Authority documentation (if applicable)
to the address below.
You may hand deliver your documents, send them by mail, or use a courier or delivery service such as FedEx
or UPS. The use of a delivery service allows for overnight shipping if needed and provides tracking and
delivery confirmation information. Hand delivery may be made to the CDPHE Mail Room in Building B
between the hours of 7:30am - 5:00pm, Monday through Friday. Deliveries outside of those times will not be
accepted. You will be provided a receipt for your delivery.
Colorado Department of Public Health & Environment
HFEMSD/EMTS A2
Attn: Celeste White
4300 Cherry Creek Drive South
Denver, CO 80246-1530
IV. Fully Executed Contract
You are not authorized to begin work until the contract is fully executed (signed by all parties). You will be
notified of the date work can begin under this contract.
DEPARTMENT OF PUBLIC HEALTH
AND ENVIRONMENT
ROUTING NO. 12 FMA 33477
INTERGOVERNMENT CONTRACT
STA"I'li: CONTRACTOR:
State of Colorado for the use&benefit of the Board of County Commissioners for Weld County
Department of Public Health and Environment For the use and benefit of Weld County Paramedic
Services
915 10th Street
Health Facilities&EMS Division Greeley,CO 80631
4300 Cherry Creek Drive South
Denver,CO 80246
CONTRACT MADE DATE: CONTRACTOR ENTITY TYPE:
06/22/2011 Colorado Political Subdivision
PO/SC ENCUMBRANCE NUMBER:
PO FMA EMS1233477 BILLING STATEMENTS RECEIVED:
TERM: Quarterly
This contract shall be effective upon approval STATUTORY AUTHORITY:
by the State Controller,or designee,or on C.R.S.25-3.5-603
08/01/2011,whichever is later. The contract CONTRACT PRICE NOT TO EXCEED:
shall end on 06/30/2012.
$138,794.00
FEDERAL FUNDING DOLLARS: $0
STATE FUNDING DOLLARS: $138,794.00
MAXIMUM AMOUNT AVAILABLE PER IISGn,YEAR:
PROCUREMENT MED IOD: FY 12: $138,794.00
Exempt
BID/REP/LIST PRICE AGREEMENT NUMBER
Not Applicable
LAW SPECIFIED VENDOR STATUE: PIECESERUCIURE:
Not Applicable Cost Reimbursement
STATE REPRESENTATIVE: CONTRACTOR REPRESENTATIVE:
Jeanne-Marie Bakehouse David Bressler, Director
Health Facilities & EMS Division Weld County Paramedic Services
4300 Cherry Creek Drive South 1121 M Street
Denver, CO 80246 Greeley, CO 80631
SCOPE OF WORK:
EMTS Provider Grant FY12 award for the purchase of an ambulance.
2011-1703
CDPHE Version 1.0(4/04) Page 1 of 18 Revised: 10/07/09
EXHIBITS:
The following exhibits are hereby incorporated:
Exhibit A- Additional Provisions (and any of its Attachments; e.g.,A-1, A-2, etc.)
Exhibit B - Statement of Work (and any of its Attachments; e.g., B-1, B-2, etc.)
Exhibit C - Budget
COORDINATION:
The State warrants that required approval, clearance and coordination has been accomplished from and
with appropriate agencies. Section 29-1-203, C.R.S., as amended, encourages governments to make the
most efficient and effective use of their powers and responsibilities by cooperating and contracting with
each other to the fullest extent possible to provide any function, service, or facility lawfully authorized to
each of the cooperating or contracting entities.
APPROVAL
In no event shall this contract be deemed valid until it shall have been approved by the State Controller or
his/her designee.
PROCUREMENT:
All State of Colorado contracts with its political subdivisions and other governmental entities
are exempt from the State of Colorado's personnel rules and procurement code.
PRICE PROVISIONS:
Payments pursuant to this contract shall be made as earned, in whole or in part, from available funds,
encumbered for the purchase of the described services and/or deliverables. The liability of the State
at any time for such payments shall be limited to the encumbered amount remaining of such funds.
Authority exists in the laws and funds have been budgeted, appropriated and otherwise made
available, and a sufficient unencumbered balance thereof remains available for payment.
Financial obligations of the State of Colorado payable after the current fiscal year are contingent
upon funds for that purpose being appropriated, budgeted and otherwise made available.
CDPHE Version 1.0(4/04) Page 2 of 18 Revised: 10/07/09
GENERAL PROVISIONS
The following clauses apply to this contract. In some instances,these general clauses have been expanded upon in
other sections/exhibits of/to this contract. To the extent that other provisions of the contract provide more
specificity than these general clauses,the more specific provision shall control.
1. Governmental Immunity. Notwithstanding any other provision to the contrary,no term or condition of this
contract shall be construed or interpreted as a waiver,express or implied,of any of the immunities,rights,
benefits,protection or other provisions of the Colorado Governmental Immunity Act,Section 24-10-101
et.seq.,CRS,as now or hereafter amended. The parties understand and agree that liability for claims for
injuries to persons or property arising out of negligence of the State of Colorado,its departments,institutions,
agencies,boards,officials and employees is controlled and limited by the provisions of Section 24-10-101
et.seq.,CRS and the risk management statutes,Section 24-30-1501,et.seq.,CRS as now or hereafter amended.
2. Available Funds Contingency
a. Available Funds. The State is prohibited by law from making commitments beyond the term of the
State's current fiscal year;therefore, Contractor's compensation beyond the State's current Fiscal Year
is contingent upon the continuing availability of State appropriations as provided in the Colorado
Special Provisions. Payments pursuant to this Contract shall be made only from available funds
encumbered for this Contract and the State's liability for such payments shall be limited to the
available amount remaining of such encumbered funds. In the event that state funds become
unavailable for this Contract,as determined by the State,the State may immediately terminate this
Contract or amend it accordingly.
b. Federal Funds Contingency. Payment pursuant to this contract, if in federal funds,whether in whole or
in part,is subject to and contingent upon the continuing availability of federal funds for the purposes
hereof. In the event that said funds, or any part thereof,become unavailable, as determined by the
State,the State may immediately terminate this contract or amend it accordingly without liability
including liability for termination costs.
3. Billing Procedures. The State shall establish billing procedures and requirements for payment due the
Contractor in providing performance pursuant to this contract.The Contractor shall comply with the established
billing procedures and requirements for submission of billing statements. The State shall comply with CRS 24-
30-202(24)when paying vendors upon receipt of a correct notice of the amount due for goods or services
provided hereunder.
4. Exhibits-Interpretation. Unless otherwise stated,all referenced exhibits are incorporated herein and made a
part of this contract. Unless otherwise stated,the terms of this contract shall control over any conflicting terms
in any of its exhibits.In the event of conflicts or inconsistencies between this contract and its exhibits or
attachments,such conflicts or inconsistencies shall be resolved by reference to the documents in the following
order of priority: 1)the Special Provisions of this Contract;2)the Additional Provisions Exhibit A and its
attachments if included; 3)the Contract(other than the Special Provisions);4)the RFP if applicable and
attached;5)the Scope/Statement of Work Exhibit B and its attachments if included;6)the Contractor's
proposal if applicable and attached;7)other exhibits/attaclunents in their order of appearance.
The conditions,provisions, and terms of any RFP attached hereto, if applicable,establish the minimum
standards of performance that the Contractor must meet under this Contract. If the Contractor's Proposal, if
attached hereto,or any attachments or exhibits thereto, or the Scope/Statement of Work Exhibit B,establish
or create standards of performance greater than those set forth in the RFP,then the Contractor shall also
meet those standards of performance under this Contract.
5. Notice and Representatives. For the purposes of this contract,the representative for each party is as designated
herein.Any notice required or permitted may be delivered in person or sent by registered or certified mail,
return receipt requested,to the party at the address provided,and if sent by mail it is effective when posted in a
CDPHE Version 1.0(4/04) Page 3 of 18 Revised: 10/07/09
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.
6. Contractor Representations-Qualifications/Licenses/Approvals/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.
7. 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.
8. Insurance—Contractor. The Contractor is a"public entity" within the meaning of the Colorado
Governmental Immunity Act(CGIA), section 24-10-101,et seq.,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 CGIA. If requested by the State,the Contractor shall provide the State with written
proof of such insurance coverage.
9. Rights in Data,Documents and Computer Software or Other Intellectual Property. All intellectual property
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.
CDPHE Version 1.0(4/04) Page 4 of 18 Revised: 10/07/09
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. Any breach of confidentiality by the Contractor,or third party agents of the
Contractor,shall constitute good cause for the State to cancel this Contract,without liability to the State.
Any State waiver of an alleged breach of confidentiality by the Contractor, or third party agents of the
Contractor,does not constitute a waiver of any subsequent breach by the Contractor,or third party agents
of the Contractor. Contractor shall protect the confidentiality of all information used,held,created or
received in connection with this Contract and shall insure that any subcontractors or agents of Contractor
protect the confidentiality of all information under this Contract. Contractor shall use and disclose
confidential information only for purposes of this Contract and for the operation and administration of the
Contractor. Contractor shall implement appropriate safeguards as are necessary to prevent the use of
disclosure of confidential information and shall maintain a comprehensive written information privacy and
security program that includes administrative,technical and physical safeguards for the electronic
transmission of confidential information which are appropriate to the size and complexity of the
Contractor's operations and the nature and scope of its activities. Contractor shall promptly notify the State
if Contractor breaches the confidentiality of any information covered by this Contract.
The Contractor must identify to the State the information that it considers confidential or proprietary. This is a
continuing obligation. Confidential or proprietary information for the purpose of this paragraph is information
relating to Contractor's research,development,trade secrets,business affairs,internal operations and
management procedures and those of its customers,clients or affiliates,but does not include information
lawfully obtained by third parties,information which is in the public domain,or information which is or could
have been acquired/developed independently by the State or a third party. Notwithstanding the foregoing,the
State shall not be in violation of its obligations under this section should it disclose confidential information if
such disclosure is,in the sole opinion of the State's legal counsel,required by applicable law and/or legal
process(including,but not limited to,disclosures required pursuant to the Colorado(Open)Public Records Act,
sections 24-72-201,et.seq,C.R.S.,as now or hereafter amended). The State shall endeavor to provide notice to
the Contractor,as promptly as practicable under the circumstances,of any demand,request,subpoena,court
order or other action requiring such disclosure,in order to afford Contractor the opportunity to take such lawful
action as it deems appropriate to oppose,prevent or limit the disclosure,solely at its own instance and expense;
but nothing herein shall be construed to require the State to refuse or delay compliance with any such law,order
or demand.
11. Records Maintenance,Performance Monitoring&Audits. The Contractor shall maintain a complete file of
all records,documents,communications,and other materials that pertain to the operation of the
program/project or the delivery of services under this contract. Such files shall be sufficient to properly
reflect all direct and indirect costs of labor, materials, equipment,supplies and services,and other costs of
whatever nature for which a contract payment was made.These records shall be maintained according to
generally accepted accounting principles and shall be easily separable from other Contractor records.
The Contractor shall protect the confidentiality of all records and other materials containing personally
identifying information that are maintained in accordance with this contract. Except as provided by law,no
information in possession of the Contractor about any individual constituent shall be disclosed in a form
including identifying information without the prior written consent of the person in interest,a minor's
parent,guardian,or the State.The Contractor shall have written policies governing access to,duplication
and dissemination of,a0 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.
CDPHE Version 1.0(4/04) Page 5 of 18 Revised: 10/07/09
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
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 maybe required
to pay sales or use taxes even though the ultimate product or service is provided to the State. These sales or
use taxes will not be reimbursed by the State.
13. Conflict of Interest. During the term of this contract,the Contractor shall not engage in any business or
personal activities or practices or maintain any relationships which conflict in any way with the Contractor
fully performing his/her obligations under this contract.
Additionally,the Contractor acknowledges that, in governmental contracting,even the appearance of a
conflict of interest is harmful to the interests of the State. Thus,the Contractor agrees to refrain from any
practices,activities or relationships 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. No
employee,officer,or agent of the Contractor, subcontractor,or subgrantee shall participate in the selection,
or in the award or administration of a contract or subcontract supported by Federal funds if a conflict of
interest,real or apparent,would be involved. Such a conflict would arise when:
a. The employee,officer or agent;
b. Any member of the employee's immediate family;
c. The employee's partner;or
d. An organization which employees, or is about to employ,any of the above,
has a financial or other interest in the firm selected for award. The Contractor's, subcontractor's,or
subgrantee's officers,employees,or agents will neither solicit nor accept gratuities, favors,or anything of
monetary value from Contractor's potential contractors,or parties to subagreements.
14. Inspection and Acceptance(Services)and Contractor Warranty. The State reserves the right to inspect
services provided under this contract at all reasonable times and places during the term of the contract.
"Services"as used in this clause includes services performed or tangible material produced or delivered in
the performance of services. If any of the services do not conform to contract requirements,the State may
require the contractor to perform the services again in conformity with contract requirements,with no
CDPHE Version 1.0(4/04) Page 6 of 18 Revised: 10/07/09
additional payment. When defects in the quality or quantity of service cannot be corrected by re-
performance,the State may(1)require the contractor to take necessary action to ensure that the future
performance conforms to contract requirements and(2)equitably reduce the payment due the contractor to
reflect the reduced value of the services performed. These remedies in no way limit the remedies available
to the State in the termination provisions of this contract,or remedies otherwise available at law.
Contractor warrants that all supplies furnished under this contract shall be free from defects in materials or
workmanship,are installed properly and in accordance with manufacturer recommendations or other
industry standards,and will function in a failure-free manner for a period of one(1)year from the date of
delivery or installation. Contractor shall, at its option, repair or replace any supplies that fail to satisfy this
warranty during the warranty period. Additionally,Contractor agrees to assign to the State all written
manufacturer warranties relating to the supplies and to deliver such written warranties to the State.
15. Adjustments in Price. Adjustments to contract prices are allowable only so long as they are mutually agreeable
by the parties and so long as they are included within a contract amendment made prior to the effective date of
the price adjustments and made pursuant to the State of Colorado Fiscal Rules,signed by the parties,and
approved by the State Controller or designee. The Contractor shall provide cost or pricing data for any price
adjustment subject to the provisions of the Cost or Pricing Data Section of the Colorado State Procurement
Rules. Any adjustment in contract price pursuant to the application of a clause in this contract shall be made in
one or more of the following ways:
a. By agreement on a fixed-price adjustment;
b. By unit prices specified in the contract;
c. In such other manner as the parties may mutually agree;or
d. In the absence of agreement between the parties,by a unilateral determination by the procurement
officer of the costs attributable to the event or situation covered by the clause,plus appropriate profit
or fee.
16. Contract Modifications. This contract is subject to such modifications as may be required by changes in
Federal or State law, or their implementing regulations. Any such required modification shall
automatically be incorporated into and be part of this contract on the effective date of such change as if
fully set forth herein. If either the State or the Contractor desires to modify the terms and conditions of this
Contract,then the parties shall execute a standard written amendment to this Contract initiated by the State.
The standard written amendment must be executed and approved in accordance with all applicable laws
and rules by all necessary parties including the State Controller or delegate.
17. Litigation. The Contractor shall within five(5)calendar days after being served with a summons,
complaint,or other pleading which has been filed in any federal or state court or administrative agency
notify the State that it is a party defendant in a case which involves services provided under this contract.
The Contractor shall deliver copies of such document(s)to the State's Executive Director. The term
"litigation" includes an assignment for the benefit of creditors,and filings in bankruptcy,reorganization
and/or foreclosure.
18. Notice of Breach and Dispute Resolution: If the State or the Contractor believes in good faith that the other
party has failed to timely complete a deliverable, or has otherwise committed a material breach of this
Contract,then the non-breaching party shall notify the breaching party in writing of the alleged breach
within ten(10)business days of: 1)the date of the alleged breach if the non-breaching party is aware of the
breach at the time it occurs;or 2)the date that the non-breaching party becomes aware of the breach.
Upon receipt of written notice of an alleged breach of the Contract,the breaching party shall have ten(10)
business days,or such additional time as may be agreed to in writing between the parties,within which to
cure the alleged breach or to notify the non-breaching party in writing of the breaching party's belief that a
material breach of this Contract has not occurred. Failure of the breaching party to cure or respond in
writing within the above time period shall result in the non-breaching party being entitled to pursue any and
all remedies available at law or in equity.
Except as herein specifically provided otherwise,disputes concerning the performance of this contract
which cannot be resolved by the designated contract representatives shall be referred in writing to a senior
CDPHE Version 1.0(4/04) Page 7 of 18 Revised: 10/07/09
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
right,in its sole discretion,to determine whether or not to accept substituted performance tendered by the
Contractor or the Contractor's sureties and acceptance is dependent upon completion of all applicable
inspection procedures.
19. Remedies: In addition to any other remedies provided for in this contract, and without limiting its remedies
otherwise available at law,the State may exercise the following remedial actions if the Contractor
substantially fails to satisfy or perform the duties and obligations in this contract. Substantial failure to
satisfy the duties and obligations shall be defined to mean significant insufficient, incorrect or improper
performance,activities,or inaction by the Contractor. Without limitation,these remedial actions include:
a. withhold payment to Contractor until the necessary services or corrections in performance are
satisfactorily completed; and/or
b. require the vendor to take necessary action to ensure that the future performance conforms to
contract requirements;and/or
c. request the removal from work on the contract of employees or agents of Contractor whom the
State justifies as being incompetent,careless, insubordinate,unsuitable,or otherwise unacceptable,
or whose continued employment on the contract the State deems to be contrary to the public
interest or not in the best interest of the State; and/or
d. deny payment for those services or obligations which have not been performed and which due to
circumstances caused by Contractor cannot be performed, or if performed would be of no value to
the State; denial of the amount of payment must be reasonably related to the value of work or
performance lost to the State; and/or
e. suspend Contractor's performance pending necessary corrective action as specified by the State
without Contractor's entitlement to adjustment in price/cost or schedule; and/or
f. modify or recover payments(from payments under this contract or other contracts between the
State and the vendor as a debt due to the State)to correct an error due to omission,error, fraud
and/or defalcation; and/or
g. terminate the contract.
These remedies in no way limit the remedies available to the State in the termination provisions of this
contract, or remedies otherwise available at law.
20. Termination.
a. Termination for Default. The State may terminate the contract for cause. In the event this
contract is terminated for cause,the State will only reimburse the Contractor for accepted work or
deliverables received up to the date of termination.In the event this contract is terminated for
cause, final payment to the Contractor may be withheld at the discretion of the State until
completion of final audit.Notwithstanding the above,the Contractor shall not be relieved of
liability to the State for any damages sustained by the State by virtue of any breach of the contract
by the Contractor,and the State may withhold any payment to the Contractor for the purposes of
mitigating its damages until such time as the exact amount of damages due to the State from the
Contractor is determined. If it is determined that the Contractor was not in default then such
termination shall be treated as a termination for convenience as described herein. In the event of
termination,all finished or unfinished documents, data,studies, surveys, drawings,maps,models,
photographs,and reports or other material prepared by the contractor under this contract shall,at
the option of the State,become its property,and the Contractor shall be entitled to receive just and
equitable compensation for any services and supplies delivered and accepted. The Contractor
shall be obligated to return any payment advanced under the provisions of this contract.
CDPHE Version 1.0(4/04) Page 8 of 18 Revised: 10/07/09
b. Termination for Convenience. The State shall have the right to terminate this contract at any time
the State determines necessary by giving the Contractor at least twenty(20)calendar days prior
written notice. If notice is so given,this contract shall terminate on the expiration of the specified
time period,and the liability of the parties hereunder for further performance of the terms of this
contract shall thereupon cease,but the parties shall not be released from the duty to perform their
obligations up to the date of termination. In the event of termination, all finished or unfinished
documents, data, studies, surveys, drawings, maps, models,photographs, and reports or other
material prepared by the contractor under this contract shall, at the option of the State,become its
property,and the Contractor shall be entitled to receive just and equitable compensation for any
satisfactory services and supplies delivered.
In the event that the State terminates this contract under the Termination for Convenience
provisions,the Contractor is entitled to submit a termination claim within ten(10)days of the
effective date of termination. The termination claim shall address and the State shall consider
paying the following costs:
I. the contract price for performance of work,which is accepted by the State,up to the
effective date of the termination;
II. reasonable and necessary costs incurred in preparing to perform the terminated portion of
the contract;
III. reasonable profit on the completed but undelivered work up to the date of termination;
IV. the costs of settling claims arising out of the termination of subcontracts or orders,not to
exceed 30 days pay for each subcontractor;
V. reasonable accounting, legal,clerical,and other costs arising out of the termination
settlement.
In no event shall reimbursement under this clause exceed the contract amount reduced by amounts
previously paid by the State to the Contractor.
c. Immediate Termination. This contract is subject to immediate termination,in whole or in part,by
the State without further liability in all of the following circumstances:
I. In the event that the State determines that the health, safety,or welfare of persons
receiving services may be in jeopardy;
II. Upon verifying that the Contractor has engaged in or is about to participate in fraudulent
or other illegal acts;or
III. If State or federal funds are not appropriated,or otherwise become unavailable to fund
this Contract.
21. Stop Work Order. Upon written approval by the State Procurement Officer or delegee,the State may,by
written order to the Contractor,at any time,and without notice to any surety,require the Contractor to stop
all or any part of the work called for by this contract. This order shall be for a specified period after the
order is delivered to the Contractor. Any such order shall be identified specifically as a stop work order
issued pursuant to this clause. Upon receipt of such an order,the Contractor shall forthwith comply with its
terms and take all reasonable steps to minimize the incurring of costs allocable to the work covered by the
order during the period of work stoppage. Before the stop work order expires,as legally extended,the
State Procurement Officer or delegee shall either:
a. Cancel the stop work order; or
b. Terminate the work covered by such order;or
c. Terminate the contract.
If a stop work order issued under this clause is properly canceled, the Contractor shall have the right to
resume work. An appropriate adjustment shall be made in the delivery schedule or contract price,or both,
and the contract shall be modified accordingly in writing pursuant to the terms of this contract dealing with
contract modifications,if:
CDPHE Version 1.0(4/04) Page 9 of 18 Revised: 10/07/09
a. The stop work order results in increased time required for,or in the Contractor's cost properly
allocable to, the performance of any part of this contract; and
b. The Contractor asserts claim for such an adjustment within thirty(30)days after the end of the
period of work stoppage.
If the work covered by such order is terminated for default or convenience,the reasonable costs resulting
from the stop work order shall be allowed by adjustment or otherwise and such adjustment shall be in
accordance with the Price Adjustment Clause of this contract.
22. Venue. The parties agree that exclusive venue for any action related to performance of this contract shall be in
the City and County of Denver,Colorado.
23. Understanding of the Parties.
a. Complete Integration. This contract is intended as the complete integration of all understandings
between the parties.No prior or contemporaneous addition, deletion,or other amendment hereto
shall have any force or effect whatsoever,unless embodied herein in writing.No subsequent
novation,renewal, addition,deletion, or other amendment hereto shall have any force or effect
unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules.
b. Severability. To the extent that this contract may be executed and performance of the obligations
of the parties may be accomplished within the intent of the contract,the terms of this contract are
severable,and should any term or provision hereof be declared invalid or become inoperative for
any reason,such invalidity or failure shall not affect the validity of any other term or provision
hereof.
c. Binding Agreement. Except as herein specifically provided otherwise, it is expressly understood
and agreed that this contract shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns. All rights of action relating to enforcement of the terms
and conditions shall be strictly reserved to the State and the named Contractor.Nothing contained
in this agreement shall give or allow any claim or right of action whatsoever by any other third
person. It is the express intention of the State and the Contractor that any such person or entity,
other than the State or the Contractor,receiving services or benefits under this agreement shall be
deemed an incidental beneficiary only.
d. Waiver. The waiver of any breach of a term hereof shall not be construed as a waiver of any other
term,or the same term upon subsequent breach.
e. Continuing Obligations. The State and the Contractor's obligations under this contract shall survive
following termination or expiration to the extent necessary to give effect to the intent and
understanding of the parties.
f Assignment and Change In Ownership,Address,Financial Status. Except as herein specifically
provided otherwise,the rights,duties and obligations of the Contractor arising hereunder cannot
be assigned, delegated, subgranted or subcontracted except with the express prior written consent
of the State,which consent shall not be unreasonably withheld. In the case of assignment or
delegation,Contractor and the State shall execute the standard State novation agreement prior to
the assignment or delegation being effective against the State.The subgrants and subcontracts
permitted by the State shall be subject to the requirements of this contract.The Contractor is
responsible for all subcontracting arrangements, delivery of services, and performance of any
subgrantor or subcontractor.The Contractor warrants and agrees that any subgrant or subcontract,
resulting from its performance under the terms and conditions of this contract,shall include a
provision that the said subgrantor or subcontractor shall abide by the terms and conditions hereof.
Also,the Contractor warrants and agrees that all subgrants or subcontracts shall include a
provision that the subgrantor or subcontractor shall indemnify and hold harmless the State.The
subgrantors or subcontractors must be certified to work on any equipment for which their services
are obtained.
CDPHE Version 1.0(4/04) Page 10 of 18 Revised: 10/07/09
This provision shall not be construed to prohibit assignments of the right to payment to the extent
permitted by section 4-9-318,CRS,provided that written notice of assignment adequate to identify
the rights assigned is received by the controller for the agency,department, or institution executing
this contract. Such assignment shall not be deemed valid until receipt by such controller—as
distinguished from the State Controller--and the Contractor assumes the risk that such written
notice of assignment is received by the controller for the agency,department, or institution
involved.
The Contractor is required to formally notify the State prior to,or if circumstances do no allow
prior notification then immediately following, any of the following:
I. change in ownership;
II. change of address;
III. the filing of bankruptcy.
g. Force Majeure. Neither the Contractor nor the State shall be liable to the other for any delay in,or
failure of performance of, any covenant or promise contained in this contract,nor shall any delay
or failure constitute default or give rise to any liability for damages if,and only to the extent that,
such delay or failure is caused by"force majeure." As used in this contract"force majeure"means
acts of God; acts of the public enemy;acts of the State and any governmental entity in its
sovereign or contractual capacity; fires; floods,epidemics;quarantine restrictions,strikes or other
labor disputes; freight embargoes; or unusually severe weather.
h. Changes In Law. This contract is subject to such modifications as may be required by changes in
applicable federal or State law,or their implementing rules,regulations, or procedures. Any such
required modification shall automatically be incorporated into and be part of this contract on the
effective date of such change as if fully set forth herein. Except as provided above,no
modification of this contract shall be effective unless agreed to in writing by both parties in the
form of a written amendment to this Contract that has been previously executed and approved in
accordance with applicable law.
Media or Public Announcements. Unless otherwise provided for in this Contract,the Contractor
shall not make any news release,publicity statement, or other public announcement,either in
written or oral form that concerns the work provided under this Contract,without the prior written
approval of the State. The Contractor shall submit a written request for approval to the State no
less than ten(10)business days before the proposed date of publication. The State shall not
unreasonably withhold approval of the Contractor's written request to publish. Approval or denial
of the Contractor's request by the State, shall be delivered to the Contractor in writing within six
(6)business days from the date of the State's receipt of Contractor's request for approval.
If required by the terms and conditions of a federal or state grant,the Contractor shall obtain the
prior approval of the State and all necessary third parties prior to publishing any materials
produced under this Contract. If required by the terms and conditions of a federal or state grant,
the Contractor shall also credit the State and all necessary third parties with assisting in the
publication of any materials produced under this Contract. It shall be the obligation of the
Contractor to inquire of the State as to whether these requirements exist and obtain written
notification from the State as Contractor deems appropriate.
24. Intellectual Indemnity. Contractor shall defend,at its sole expense,any claim(s)or suit(s)brought against
the State alleging that the use by the State of any product(s),or any part thereof,supplied by Contractor
under this agreement constitutes infringement of any patent,copyright,trademark, or other proprietary
rights,provided that the State gives Contractor written notice within twenty(20)days of receipt by the
State of such notice of such claim or suit,provides assistance and cooperation to Contractor in connection
with such action,and Contractor has sole authority to defend or settle the claim. Contractor shall consult
the State regarding such defense and the State may,at its discretion and expense,participate in any defense.
Should the State not choose to participate, Contractor shall keep the State advised of any settlement or
defense.
CDPHE Version 1.0(4/04) Page 11 of IS Revised: 10/07/09
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.
If the product(s), or any part thereof,become the subject of any claim, suit or proceeding for infringement
of any patent,trademark or copyright,or in the event of any adjudication that the product(s),or any part
thereof,infringes any patent,trademark or copyright, or if the sub-license or use of the product(s),or any
part thereof, is enjoined, Contractor, after consultation with the State,shall do one of the following at
Contractor's expense:
a. produce for the State the right under such patent,trademark or copyright to use or sub-license, as
appropriate,the product or such part thereof; or
b. replace the product(s),or part thereof,with other suitable products or parts conforming to the
original license and State specifications; or
c. suitably modify the products, or part thereof.
Except as otherwise expressly provided herein, Contractor shall not be liable for any costs or expenses
incurred without its prior written authorization.
Contractor shall have no obligation to defend against or to pay any costs, damages or attorney's fees with
respect to any claim based upon:
a. the use of an altered release if Contractor had not consented to the alteration; or
b. the combination,operation or use of the product(s)with programs or data which were not
furnished by Contractor, if such infringement would have been avoided if the programs or data
furnished by persons or entities other than Contractor had not been combined,operated or used
with the product(s); or
c. the use of product(s)on or in connection with equipment or software not permitted under this
contract if such infringement would have been avoided by not using the product(s)on or in
connection with such other equipment or software.
25. Conformance with Law. If this Contract involves federal funds or compliance is otherwise federally
mandated,the Contractor and its agent(s)shall at all times during the term of this contract strictly adhere to
all applicable federal laws,state laws,Executive Orders and implementing regulations as they currently
exist and may hereafter be amended. Without limitation,these federal laws and regulations include:
a. Office of Management and Budget Circulars A-21,A-87,A-102,A-110, A-122,A-133,and The
Common Rule for Uniform Administrative Requirements for Grants and Cooperative Agreements
to State and Local Governments,as applicable;
b. the"Hatch Act"(5 U.S.C. 1501-1508)and Public Law 95-454, Section 4728. These federal
statutes declare that federal funds cannot be used for partisan political purposes of any kind by any
person or organization involved in the administration of federally-assisted programs;
c. the"Davis-Bacon Act"(40 U.S.C. 276A-276A-5). This federal Act requires that all laborers and
mechanics employed by contractors or subcontractors to work on construction projects financed
by federal assistance must be paid wages not less than those established for the locality of the
project by the Secretary of Labor;
d. 42 U.S.C. 6101 et seq.,42 U.S.C. 2000d,29 U.S.C. 794. These federal Acts mandate that no
person shall,on the grounds of race,color,national origin,age,or disability,be excluded from
participation in or be subjected to discrimination in any program or activity funded,in whole or in
part,by federal funds;
e. the"Americans with Disabilities Act"(Public Law 101-336;42 U.S.C. 12101, 12102, 12111 -
12117, 12131 - 12134, 12141 - 12150, 12161 - 12165, 12181 - 12189, 12201 - 12213 and 47
U.S.C.225 and 47 U.S.C.611);
f. if the Contractor is acquiring an interest in real property and displacing households or businesses
in the performance of this Contract,then the Contractor is in compliance with the"Uniform
CDPHE Version 1.0(4/04) Page 12 of 18 Revised: 10/07/09
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);
g. when applicable, the Contractor shall comply with the provisions of the"Uniform Administrative
Requirements for Grants and Cooperative Agreements to State and Local Governments"
(Common Rule);
h. Section 2101 of the Federal Acquisition Streamlining Act of 1994, Public Law 103-355,which
prohibits the use of federal money to lobby the legislative body of a political subdivision of a
State; and
If the Contractor is a covered entity under the Health Insurance Portability and Accountability Act
of 1996,42 U.S.C. 1320d— 1320d-8,the Contractor shall comply with applicable HIPAA
requirements. If Contractor is a business associate under HIPAA,Contractor hereby agrees
to,and has an affirmative duty to,execute the State's current HIPAA Business Associate
Agreement. In this case,Contractor must contact the State's representative and request a
copy of the Business Associate Agreement,complete the agreement, have it signed by an
authorized representative of the Contractor,and deliver it to the State.
j. The Federal Funding Accountability and Transparency Act of 2006(Public Law 109-282),as
amended by§6062 of Public Law 110-252, including without limitation all data reporting
requirements required thereunder. This Act is also referred to as FFATA.
6. Contractor Affirmation. If this Contract involves federal funds or compliance is otherwise federally mandated,
then by signing and submitting this Contract the Contractor affirmatively avers that:
a. the Contractor is in compliance with the requirements of the "Drug-Free Workplace Act"(Public
Law 100-690 Title V, Subtitle D,41 U.S.C.701 et seq.);
b. the Contractor is not presently debarred,suspended,proposed for debarment,declared ineligible,
or voluntarily excluded from covered transactions by any federal department or agency;the
Contractor shall comply with all applicable regulations pursuant to Executive Order 12549,
including,Debarment and Suspension and Participants' Responsibilities, 29 C.F.R.98.510(1990);
and,
c. the Contractor shall comply with all applicable regulations pursuant to Section 319 of Public Law
101-121,Guidance for New Restrictions on Lobbying, including,Certification and Disclosure,29
C.F.R. 93.110(1990).
27. Annual Audits. If the Contractor expends federal funds from all sources(direct or from pass-though
entities)in an amount of$500,000 or more during its fiscal year,then the Contractor shall have an audit of
that fiscal year in accordance with Office of Management and Budget(OMB)Circular A-133 (Audits of
States,Local Governments,and Non-Profit Organizations). If the Contractor expends federal funds
received from the State in an amount of$500,000 or more during its fiscal year,then the Contractor shall
furnish one(1)copy of the audit report(s)to the State's Internal Audit Office within thirty(30)calendar
days after the Contractor's receipt of its auditor's report or nine(9) months after the end of the Contractor's
audit period,whichever is earlier. If(an)instance(s)of noncompliance with federal laws and regulations
occurs,then the Contractor shall take all appropriate corrective action(s)within six(6) months of the
issuance of(a)report(s).
If the Contractor submits an annual indirect cost proposal to the State for review and approval,then the
Contactor's auditor shall audit the proposal in accordance with the requirements of OMB Circulars A-21
(Cost Principles for Educational Institutions),A-87 (Cost Principles for State,Local, and Tribal
Governments),or A-122(Cost Principles for Non-Profit Organizations),whichever is applicable.
28. Holdover. In the event that the State desires to continue the services provided for in this Contract and a
replacement contract has not been fully executed by the expiration date of the Contract,this Contract may
be extended unilaterally by the State for a period of up to two(2)months upon written notice to the
Contractor under the same terms and conditions of the original Contract including,but not limited to,
prices, rates, and service delivery requirements. However,this extension terminates when the replacement
contract becomes effective when signed by the State Controller or an authorized delegate.
CDPHE Version 1.0(4/04) Page 13 of 18 Revised: 10/07/09
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 after July 1, 2009 and the maximum amount payable to Contractor hereunder is$100,000 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 §24-103.5-101,and State Fiscal Rules,Policies and Guidance. Evaluation of
Contractor's performance shall be part of the normal contract administration process and Contractor's
performance will be systematically recorded in the statewide Contract Management System.Areas of
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 of the
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 of the Colorado
Department of Personnel and Administration(Executive Director),upon request by the Colorado
Department of Public Health and Environment and showing of good cause, may debar Contractor and
prohibit Contractor from bidding on future contracts. Contractor may contest the 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 of the debarment and
reinstatement of Contractor,by the Executive Director,upon showing of good cause.
CDPHE Version 1.0(4/04) Page 14 of 18 Revised: 10/07/09
SPECIAL PROVISIONS
These Special Provisions apply to all contracts except where noted in italics.
1. CONTROLLER'S APPROVAL. CRS§24-30-202(1).This contract shall not be valid until it has been approved by
the Colorado State Controller or designee.
2. FUND AVAILABILITY.CRS§24-30-202(5.5).Financial obligations of the State payable after the current fiscal year
are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available.
3. GOVERNMENTAL IMMUNITY.No term or condition of this contract shall be construed or interpreted as a waiver,
express or implied,of any of the immunities,rights,benefits,protections,or other provisions,of the Colorado
Governmental Immunity Act,CRS§24-10-101 et seq.,or the Federal Tort Claims Act,28 U.S.C. §§1346(b)and 2671 et
seq.,as applicable now or hereafter amended.
4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and not
as an employee.Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of the State.Contractor and its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for
Contractor or any of its agents or employees.Unemployment insurance benefits will be available to Contractor and its
employees and agents only if such coverage is made available by Contractor or a third party.Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract.Contractor
shall not have authorization,express or implied,to bind the State to any agreement,liability or understanding,except as
expressly set forth herein.Contractor shall(a)provide and keep in force workers'compensation and unemployment
compensation insurance in the amounts required by law,(b)provide proof thereof when requested by the State,and(e)
be solely responsible for its acts and those of its employees and agents.
5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws,rules,and
regulations in effect or hereafter established,including,without limitation,laws applicable to discrimination and unfair
employment practices.
6. CHOICE OF LAW.Colorado law,and rules and regulations issued pursuant thereto,shall be applied in the
interpretation,execution,and enforcement of this contract.Any provision included or incorporated herein by reference
which conflicts with said laws,rules,and regulations shall be null and void.Any provision incorporated herein by
reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or
enforceable or available in any action at law,whether by way of complaint,defense,or otherwise.Any provision
rendered null and void by the operation of this provision shall not invalidate the remainder of this contract,to the extent
capable of execution.
7. BINDING ARBITRATION PROHIBITED.The State of Colorado does not agree to binding arbitration by any extra-
judicial body or person.Any provision to the contrary in this contact or incorporated herein by reference shall be null and
void.
8. SOFTWARE PIRACY PROHIBITION.Governor's Executive Order D 002 00.State or other public funds payable
under this contract shall not be used for the acquisition,operation,or maintenance of computer software in violation of
federal copyright laws or applicable licensing restrictions.Contractor hereby certifies and warrants that,during the term
of this contract and any extensions,Contractor has and shall maintain in place appropriate systems and controls to
prevent such improper use of public funds.If the State determines that Contractor is in violation of this provision,the
State may exercise any remedy available at law or in equity or under this contract,including,without limitation,
immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS§§24-18-201 and 24-50-507.The
signatories aver that to their knowledge,no employee of the State has any personal or beneficial interest whatsoever in
the service or property described in this contract.Contractor has no interest and shall not acquire any interest,direct or
indirect,that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall
not employ any person having such known interests.
10.VENDOR ENDOR 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
CDPHE Version 1.0(4/04) Page 15 of 18 Revised: 10/07/09
system for debts owed to State agencies for:(a)unpaid child support debts or child support arrearages;(b)unpaid
balances of tax,accrued interest,or other charges specified in CRS §39-21-101,et seq.;(c)unpaid loans due to the
Student Loan Division of the Department of Higher Education;(d)amounts required to be paid to the Unemployment
Compensation Fund;and(e)other unpaid debts owing to the State as a result of final agency determination or judicial
action.
11. PUBLIC CONTRACTS FOR SERVICES. CRS§8-17.5-101. [Not Applicable to agreements relating to the
offer, issuance, or sale of securities, investment advisory services or fund management services,sponsored
projects,intergovernmental agreements, or information technology services or products and services] Contractor
certifies,warrants,and agrees that it does not knowingly employ or contract with an illegal alien who will perform
work 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 of job applicants while this contract is being performed,(b)shall notify the
subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a
subcontractor is employing or contracting with an illegal alien for work under this contract, (c)shall terminate the
subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of
receiving the notice,and(d)shall comply with reasonable requests made in the course of an investigation,
undertaken 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, if a 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 §24-76.5-103 prior to
the effective date of this contract.
Revised 1-1-09
CDPHE Version 1.0(4/04) Page 16 of 18 Revised: 10/07/09
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
*Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's
behalf and acknowledge that the State is relying on their representations to that effect.
CONTRACTOR: STATE OF COLORADO:
Board of County Commissioners for Weld County John W.Hickenlooper,GOVERNOR
A Colorado Political Subdivision
For the use and benefit of Weld County Paramedic
Services /
Legal Name of Contracting Entity
By: j
For Executive Director
.( f / ''- A„ Department of Public Health and Environment
Signature of Authori Officer
JUL 1 8 2011
Barbara Kirkmeyer
Print Name of Authorized Officer
Dep ent Program� Appro wr
Chair, Board of County Commissioners By: pr(�/t` V Q,I,QVYyL
Print Title of Authorized Officer
LEGAL REVIEW
John W.Suthers,Attorney General
By: N(X
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State Contracts.This Contract is not valid
until signed and dated below by the State Controller or delegate.Contractor is not authorized to begin
performance until such time.If Contractor begins performing prior thereto,the State of Colorado is not
obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.
STATE CONTROLLER:
David J.McDermott, CPA
r 43 1
-
By: i,
D' ' . . Rieck.
Date: 9/1 /f(
2011— 110
CDPHE Version 1.0(4/04) Page 17 of 18 Revised: 10/07/09
This page left intentionally blank.
CDPHE Version 1.0(4/04) Page 18 of 18 Revised: 10/07/09
EXHIBIT A
ADDITIONAL PROVISIONS
To Contract Dated 6/13/11 -Contract Routing Number 12 FMA 33477
These provisions are to be read and interpreted in conjunction with the provisions of the Contract specified above.
1. To receive compensation under this Contract,the Contractor shall submit a Payment Request Statement.
Visit www.coems.info/grants and click on"Manage your current grant award". Follow instructions to
request a reimbursement. The final Payment Request Statement must be submitted by July 30, 2012.
Expenditures shall be in accordance with the Statement of Work attached hereto as Exhibit B and
incorporated herein.
Questions may be directed to grants program manager:
Jeanne-Marie Bakehouse
Health Facilities and EMS Division
Emergency Medical and Trauma Services Section
Colorado Department of Public Health and Environment
HFEMSD-A2
4300 Cherry Creek Drive South
Denver, CO 80246
To be considered for payment, billings for payments pursuant to this Contract must be received within a
reasonable time after the period for which payment is requested; but in no event no later than thirty(30)
calendar days after the relevant performance period has passed. Final billings under this Contract shall be
received by the State within a reasonable time after the expiration or termination of this Contract;but in no
event no later than thirty(30)calendar days from the effective expiration or termination date of this
Contract.
"Agency Match"shall be included on all billing statements, in the column provided therefore.
2. 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
date the deliverable is delivered to the State by the Contractor if the State is aware of the failure or
deficiency at the time of delivery;or 2)the date the State becomes aware of the failure or
deficiency. The above time frame shall apply to all deliverables except for those deliverables that
have a different time negotiated by the State and the Contractor in writing pursuant to the State's
fiscal rules.
c. Time to Correct Defect. Upon receipt of timely written notice of an objection to a completed
deliverable,the Contractor shall have a reasonable period of time, not to exceed thirty(30)
calendar days,to correct the noted deficiencies.
3. 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.
To be attached to CDPHE Page I of 1 Revised:4/1/04
Version 1.0(4/04)contract template
EXHIBIT B
STATEMENT OF WORK
To Contract Dated 6/13/2011 -Contract Routing Number 12 FMA 33477
These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above.
1. The Contractor, in accordance with the terms and conditions of this contract,shall perform and complete,in
a timely and satisfactory manner,all activities described herein.
2. This contract is made to provide the Contractor an award from the State of Colorado Emergency Medical
Services(EMS)Grants Program based on the Contractor's EMS Provider Grant Application for fiscal year
2012,which is attached hereto as Attachment B-1 and incorporated herein by this reference.
3. The Contractor shall use grant funds received from this contract to complete all aspects of its grant
application,and shall not use such funds for purposes other than this.
4. Contractor shall purchase an ambulance as described in Attachment B-1 (the Contractor's grant
application).
5. The ambulance shall be purchased in accordance with the budget specified in Exhibit C and incorporated
herein by this reference.
6. The ambulance purchased shall be without any finance liens and without the item being used as collateral
to secure a loan of any kind.
7. During the initial term and any renewal or extension term of this contract,and after the cancellation,
termination,or expiration date of said contract,the Contractor shall acquire and maintain personal property
casualty insurance for the replacement value of all equipment it purchases under this Contract for the useful
life of that purchased equipment.
8. The Contractor shall keep inventory control records for all equipment it purchases. The Contractor shall
obtain the prior,express,written consent of the State before relocating or reallocating any equipment it
purchases with funds from this Contract.
9. The Contractor shall provide the State with a picture of each piece of equipment it purchases with funds
from this Contract. The Contractor may submit a picture of a piece of purchased equipment at any time,but
in no event no later than the date the Contractor's final progress report is due to the State.
10. The Contractor shall maintain all equipment it purchases under this Contract in good working order,normal
wear and tear excepted.The Contractor shall perform all necessary maintenance services for all equipment
it purchases in a timely manner and in accordance with all manufacturer's specifications and all
manufacturer's warranty requirements. The Contractor shall keep detailed and accurate records of all
maintenance services it performs on all equipment it purchases.
11. The Contractor shall repair or replace all equipment purchased under this Contract that is damaged,
destroyed, lost, stolen,or involved in any other form of casualty.
12. If the Contractor ceases to provide emergency medical and trauma services in the state of Colorado,then all
equipment purchased under this Contract shall either be placed with another operating emergency medical
services provider in the state of Colorado or be sold at public auction for its then fair market value.That
portion of the sale proceeds which equals the State's initial financial contribution towards the purchase of
that equipment shall be refunded to the State by the Contractor. The Contractor shall obtain the prior,
express written consent of the State prior to any relocation or sale of any purchased equipment.
To be attached to CDPHE Page 1 of 2 Revised:4/1/04
Version 1.0(4/04)contract template
EXHIBIT B
13. The Contractor is required to submit quarterly progress reports. Visit www.coems.info/grants and click on
"Manage your current grant award". Follow instructions to submit progress reports. Quarterly progress
reports are due on or before 9/30, 12/31,3/31 and with your final payment request statement prior to 6/30.
Once the project is final, complete and closed,quarterly reports are no longer required.
To be attached to CDPHE Page 2 of 2 Revised:4/1/04
Version 1.0(4/04)contract template
ATTACHMENTI B-1
CDPHE Use Only - Fiscal Year 2012
Colorado EMTS Provider Grant
Application
Colorado Department of Public Health and Environment
HFEMTSD-A2
4300 Cherry Creek Drive South
Denver,CO 80246-1530
RETAC Eval # NC-14
Legal Name: Weld County Government 2. Federal Tax ID Number
Doing Business As: Weld County Paramedic Services 846000813
3. 4 Phone Numbers
Grant Contact Person:Director David Bressler Day: 970-353-5700 Mobile:970-302-
E-mail: dbressler@co.weld.co.us 1127
Fax: 970-304-6408
5. 6. This is a grant application that cannot be
scored at a RETAC hearing. Score this
Agency Mailing Address:
915 10th Street,Greeley,CO 80631 application at the state SEMTAC level
only.
No
7. This is a multi-agency application:No 8. List the counties your grant project
impacts:
9. Please describe your overall grant request in ten sentences or less:
Replacement of an ambulance that was lost due to an accident.While attending to patients on Interstate 76 the
Weld County Ambulance was struck from behind. Damage to the vehicle exceeded the value of the ambulance
and it was totalled. Weld County received insurance funds that will be used as the 10%match for the replacment
unit being applied for.
Request Categories
Agency Match: 10%
Share Share AgencyCDPHE Use Only
PROJECT AREA SUMMARY Total Category Cost 10% State 90% Amount
Funded / SEMTAC Eval#
I Ambulance,Other Vehicle $154,215.00 $15,421.50 $138,793.50 A-38
Grant Request Totals: $154,215.00 $15,421.50 $138,793.50 138,7941
Grant Application History For Agency
Grant Fiscal Category Status
Year
2011 EMSEquip Funded: $79,144.00
Spent: $13,799.56
2010A EMSEquip Funded: $4,390.00
Spent: $4,398.76
2010A Veh Funded: $49,750.00
Spent: $46,777.50
2010 Veh Funded: $46,750.00
Spent: $46,350.00
2009 Veh Funded: $38,400.00
Spent: $38,400.00
Page 1 of 3
2008 Data Funded: $41,700.00
Spent: $40,500.00
2008 Veh Funded: $35,420.00
Spent: $31,200.00
MATRIX Data Submission Requirement
Is this agency currently participating in the statewide data collection system?Yes
Financial Narrative (REQUIRED)
Weld County Paramedic Services (WCPS) is owned and operated by the Board of County
Commissioners of Weld County. The agency being an enterprise fund is solely responsible for its
budget and financial well being within the County. The agency serves just under 4,000 square miles
of North /Northeastern Colorado. Operating as an enterprise of Weld County Government since
1989, WCPS is required to bill and collect the operational costs of providing advanced life support
treatment and transportation.
The service area and customer base includes a population that is over 50% Medicare, Medicaid,
and medically indigent. With the impact of the recent economic recession, the impact of the
increasing indeigent and uninsured population due to unemployment, the ambulance service
struggles with the Medicare/ Medicaid fee schedules and associated collection rates. WCPS has
experienced an unadjusted collection rate of approximately 30% over the last three years. WCPS
has continued to strictly monitor the budget along with decreasing certain items, including the loss
of staff postions. Efforts continue to improve overall effeciencies in our EPCR field data collection
and electronic billing of the citizens and visitors we serve and to stabilize the revenues shortfalls
being experience. The bad debt experienced in our accounts receivabless continues to grow as the
demographics of our service area struggles to meet the challenges with the difficult sutuation.
This uncollected debt adversely impacts our ability to maintain and purchase new equipment.
Additionally our ability to maintain and improve our service delivery in the care of STEMI /
Cardiac Arrest patients and trauma services draws from the same fundign source. WCPS has
worked deligently over the years as an enterpise of county government to maintain a responsbile
budget. With the increasing amount of bad dept and federal fee schedules; the strain being placed
on the budget for replacement of vehicles and the purchase of captial equipment has increased
substantially. The end result is a negative impact on our scheduled replacement of ambulance units.
WCPS has had to lengthen the service life of our ambulances through a rechassis program until
recently. WCPS experienced the unexpected loss of a unit while on scene of a traffic accident. This
resulted in the loss of a vehicle before it scheduled replacement. This application is our way of
meeting that unbudgeted need.
Thank you.
Grant Request Categories
Category I - Ambulance, Other Vehicle
Category I -Ambulance,Other Vehicle(Request Details)
Page 2 of 3
Amoun
Qty Description Price Each ShareY State Share Funded
t
III ; 2 wd
2011 G4500 Model Year Ambulance- Lifeline
1 $154,215.00 $15,421.50 $138,793.50
Superliner
Replacement
1 Totals $15,421.50 $138,793.50 138,794
Category I- Ambulance, Other Vehicle (Additional Questions)
If the requested vehicle(s) is(are) replacement(s):
1 If a replacement, number of days the unit was 0
out of service?
2. What will be done with the unit that is replaced Sold through insurance settlement.
sold, traded, donated, etc.?td>
What is the average length of service, in miles
3. and or years, of vehicles operated by your 4 Years
agency?
WCPS has twelve(12) front line units.
Deployment varies throughout the day and
4. Describe your front line and back up rotations: year by demand. We maintain and agressive
preventative maintenance program with
service every 3,000 miles.
Category I -Ambulance, Other Vehicle (Narratives)
Ambulances are replaced on a three to four year schedule. Miles, hours
and cost per mile are evaluated by the Management Team and Fleet
Please describe your Coordinator at the Paramedic Services in coordination with the Weld
agency's vehicle County Controller/ Fleet Manager. The private vendor provides oversight
replacement program. and record keeping of all maintenance and repair costs for budgetary
review prior to a recommendation on which vehicles are retired and
replaced.
This vehicle will replace a vehicle lost prematurely in an accident where it
Vehicle request
was struck and damaged beyond repair. All interior equipment will be
narrative salvaged and moved to the replacement vehicle.
Page 3 of 3
EXHIBIT C
BUDGET
To Contract Dated 6/13/2011 - Contract Routing Number 12 FMA 33477
These provisions are to be read and interpreted in conjunction with the provisions of the Contract specified above.
I. Total funding available under this Contract is conditioned as follows:
a. Total funding available for the purchase of the ambulance described in Attachment B-1 shall not
exceed$138,794.00. The State shall fund 90%of the cost for such purchase up to$138,794.00.
Should the Contractor realize savings on the purchase,the savings shall be shared between the
Contractor and the State at 10%to the Contractor and 90%to the State.
Purchase of Ambulance $ 138,794.00
Total Contract Budget $ 138,794.00
Page 1 of 1
U.S. Postal ServiceTM
f- CERTIFIED MAIL RECEIPT
-0 (Domestic Mail Only;No Insurance Coverage Provided)
0
F•r•eiivery inf•rmati•n visit •ur we•site at www.us•s.c•mW
Ll-I _ n E b
i
ru
IT Postage $ /` //
911,(1
� 2 a
O Certified Fee 49 na
O i— ostmark
0 Return em Receipt Fee Here
(Endorsement Required)
0 Restricted Delivery Fee —
f 1J (Endorsement Required)
mg
R
Total Postage&Fees
L n
0 SntT A di[i4/ Lt1fli, ilk edege de
or PO'Box Na. V2 fD C-' rn/ creel< 1i?.s 40
City,
Stets
P.4*r C, d of 6- /53O
SEN•E•: C•M•LETE THIS SECT/eN COM•LETE THIS SECTION ON •EuvE•Y
• Complete Items 1,2,and 3.Also complete A. Signature -
Item 4 if Restricted Delivery is desired. X O Agent
• Print your name and address on the reverse O Addressee
so that we can return the card to you. Ivaaed
• Attach this card to the back of the mailpiece, B• Rgeace I'• Date of Delivery
or on the front if space permits. fl C9'V E G
1. Article Addressed/ to: ,/ / y/ D. Is delivery adddrree�sLssediiffffeerenrtefrroom�item 17 O Yes
( 4/YtY/c ,�drfine/)T U7 jC� If YES,en<�r.i G 1 L U I lbw: ❑No
tiab7Ai y /4k/ronin w it.
BY w. ht
ff99Fe-mtz/ STS / �2 DPHE MAIL ROOM
fY7791•/Cre e6 e £34Y/e 3. is lype
Vg a)eAerry6Y'eeit o2 ared ❑ MCI
/� fi t[/r//lG' �j�i(�jL` O Registered O Return Receipt for Merchandise
(Pen Lie r (VW��'-/,j 7 O Insured Mall O C.O.D.
4. Restricted Delivery?Rem Fee) O yes
2. Article Number
(Transfer nom service label) X7005 _1820 0003 5225 0648
PS Form 3811,February 2004 Domestic Return Receipt 1025g5-02.µ1540
Hello