HomeMy WebLinkAbout20060969.tiff RESOLUTION
RE: APPROVE MASTER CONTRACT WITH THE DEPARTMENT OF LOCAL AFFAIRS,
OFFICE OF WORKFORCE DEVELOPMENT 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 a Master Contract with the Department of
Local Affairs,Office of Workforce Development between the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County,on behalf of the Department of
Human Services, Employment Services of Weld County, and the Department of Local Affairs
(DOLA),Office of Workforce Development,commencing upon full execution,and ending June 30,
2011, 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 Master Contract With the Department of Local Affairs, Office of
Workforce Development between the County of Weld,State of Colorado,by and through the Board
of County Commissioners of Weld County, on behalf of the Department of Human Services,
Employment Services of Weld County, and the Department of Local Affairs (DOLA), Office of
Workforce Development, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said contract.
The above and foregoing Resolution was,on motion duly made and seconded,adopted by
the following vote on the 3rd day of April, A.D., 2006.
BOARD OF COUNTY COMMISSIONERS
WELD COU , COLORADO
ATTEST:
1161 I� ,�` =�M. J. le, Chair
Weld County Clerk tot B.
��!�i1` � ,•� David . Long, ro-Tem
Deputy Clerk to the Board
W a H. Jerke
A7j3.OVErVAS TO F
Robert D. Ma's
Pty Attorney
Glenn Vaa
Date of signature:6
2006-0969
H R0077
MEMORANDUM
r-st;
' DATE: April 3, 2006
C TO: Weld County Board of Commissioners
M.J. Geile, Chair
COLORADO FROM: Walter J. Speckman, Executive Director
SUBJECT: Master Contract for Employment and
Training Programs Under the Department
of Local Affairs
Enclosed for Board approval is Master Contract #06WFWC between the Board of Weld
County Commissioners, acting by and through Employment Services of Weld County,
and the Department of local Affairs, Office of Workforce Development.
The Master Grant Contract allows for transfer of Employment and Training funds and
outlines the processes by which funds are distributed.
The Master Grant Contract shall remain in effect until June 30, 2011.
If you have any questions, please telephone me at 353-3800, extension 3317.
2006-0969
Rev. 02/06
Department or Agency Number: NAA
CLIN: p 1934
Vendor Code:846000813*
CFDA#: To be indicated in each award letter
as applicable
MASTER CONTRACT # 06WFWC
This Master Contract is made by and between the State of Colorado for the use and benefit of the Department of
Local Affairs, Office of Workforce Development (OWD) 1313 Sherman Street, Room 521, Denver, CO 80203,
hereinafter referred to as the State or Grantor,and Weld County, Employment Services of Weld County, hereinafter
referred to as the Contractor or Grantee, located at PO Box 1805, Greeley, CO 80632.
RECITALS
1. Authority exists in the law and funds have been budgeted, appropriated, and otherwise made
available, and a sufficient unencumbered balance thereof remains available for payment in Fund
Number 100 , Contract Encumbrance Number as detailed in grant Award Letter(s).
2. Required approval, clearance, and coordination have been accomplished from and with appropriate
agencies.
3. The State annually or periodically receives funding from State and federal agencies, including: the
Colorado Department of Human Services, Community Colleges of Colorado, Colorado Department of
Education, and the Colorado Department of Labor and Employment for the purpose of implementing
the Workforce Investment Act (WIA) through workforce development statewide activities.
4. The State periodically, as grant funds are authorized, receives funding from the US Department of
Labor, the Social Security Administration, and other funding sources for enhancing "One Stop Career
Centers" which provide employment and training services for Colorado citizens, including persons
with disabilities.
5. Colorado's designated workforce investment areas, defined pursuant to 20 CFR Part 661.250 through
661.280, as well as certain public and private nonprofit organizations are grantees or sub-grantees
eligible for funding.
6. Funds are distributed to Contractors/Grantees pursuant to federal and State eligibility criteria,
application processes, and allocation procedures.
7. The Contractor/Grantee named in this contract is an eligible entity, under the State's administrative
plan, defined pursuant to 20 CFR Part 661.210, to perform workforce development and related
services.
8. State fiscal rules require a contractual agreement in order to pass funds to a local governmental
entity, a non-profit, or a vendor.
9. Pursuant to CRS 24-46.3-101(8), the State, through the Office of Workforce Development, has been
authorized to enter into contracts for the services contemplated under the Master Contract and Grant
Awards.
•
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ODD C9e2
NOW THEREFORE, the State and the Contractor/Grantee hereby mutually promise and agree to the
following terms and to the General and Special Provisions:
Terms Establishing a Master Grant Contract
1. The agreement between the parties shall consist of the Master Grant Contract, supplemented by
a Grant Award Letter, a Request for Payment form, and a Monthly Performance Report form
(Contract Documents). It is the parties' intent that multiple Grant Award Letters may be issued
under one Master Grant Contract during the time period that the Master Grant Contract remains
in effect. Grant Award Letters shall specifically address the Scope of Services, performance
dates, and other provisions related specifically to services. Samples of the documents are
attached hereto as Grant Award Letter, Attachment B and Attachment 2.
2. The Master Grant Contract shall be executed by persons with the legal authority to enter into the
Master Grant Contract and shall remain in effect from the date of approval by the State Controller
until June 30, 2011 (Master Grant Contract Expiration Date), OR until all of the services
undertaken by Contractor under a Grant Award Letter issued prior to the Expiration Date have
been satisfactorily completed, or the Award has been terminated. Any Grant Award Letter
issued after the Master Grant Contract Expiration Date shall not be binding upon the State.
3. It is the parties' intent that the Grant Award Letter shall not require execution by the
Contractor/Grantee, and that acceptance of all the terms and conditions of the Grant Award
Letter, its exhibits and attachments, shall be accepted and binding upon the parties when the
Contractor/Grantee submits a Request for Payment for services completed pursuant to the Scope
of Services in the Grant Award Letter. By its performance of services under any Grant Award
Letter, the Contractor hereby specifically reaffirms its agreement with all of the terms and
conditions of the Master Grant Contract, as well as the terms of the Grant Award Letter and its
attachments and exhibits.
4. Notwithstanding any other provision in the Contract Documents, the Contractor's acceptance of a
Grant Award Letter shall not be effective if it is not tendered within a reasonable time after the
commencement date established in the Performance Period of the Grant Award Letter.
Moreover, the State shall have the right to withdraw any Grant Award Letter upon notification if
services have not been rendered by the Contractor. If withdrawn by the State, the Grant Award
Letter may no longer be accepted by the Contractor.
5. The parties' execution of the Master Grant Contract shall not be a commitment or promise for any
grant, contract sum, or Grant Award Letter. While the Master Grant Contract authorizes the
purchase of workforce development services pursuant to its terms and conditions, no specific
purchase of services is made by the Master Grant Contract.
6. Notice and Representatives: During the term of this Master Grant Contract, any notice required
or permitted hereunder, or under the terms of a Grant Award Letter or Attachments. shall be
made to as provided below:
FOR THE STATE: FOR THE CONTRACTOR/GRANTEE:
Name: Booker Graves Name: Linda L . Perez
Title: Director, OWD Title: Director
Address: 1313 Sherman St. #521 Address: P . O . Box 7 805
Denver, CO 80203 Greeley , CO 80632
Telephone: 303-866-4937 Telephone: ( 970) 353-3800 , x 3363
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GENERAL PROVISIONS
The following clauses apply to this contract: inconsistencies between this contract and its
exhibits or attachments, such conflicts shall be
A. Governmental -Immunity/Limitation of Liability: resolved by reference to the documents in the
Notwithstanding anything herein to the contrary, following order of priority: 1) the Special
no term or condition of this contract shall be Provisions of this contract shall always be
construed or interpreted as a waiver, express or controlling over other provisions in the contract
implied, of any of the immunities, rights, or amendments; 2)the Master Grant Contract; 3)
benefits, protection, or other provisions of the the Award Letter; 4) the Award Letter exhibits
"Colorado Governmental Immunity Act", C.R.S. and attachments.
§24-10-10I, et seq., as now or hereinafter
amended. The parties understand and agree that E. Notice and Representatives: For the purposes of
the liability of the State for claims for injuries to this contract, the representative for each party is as
persons or property arising out of negligence of designated herein. Any notice required or
the State of Colorado, its departments, permitted may be delivered in person or sent by
institutions, agencies, boards, officials and registered or certified mail, return receipt
employees is controlled and limited by the requested,to the party at the address provided, and
provisions of C.R.S. §24-10-101, et seq., as now if sent by mail it is effective when posted in a U.S.
or hereafter amended and the risk management Mail Depository with sufficient postage attached
statutes, C.R.S. §24-30-1501, et seq., as now or thereto. Notice of change of address or change or
hereafter amended. Any liability of the State representative shall be treated as any other notice.
created under any other provision of this
contract, whether or not incorporated herein by F. Contractor Representations- Qualifications'
reference, shall be controlled by, limited to, and Licenses/ Approvals/Insurance: The Contractor
otherwise modified so as to conform with, the certifies that, at the time of entering into this
above cited laws. contract, it and its agents have currently in effect
all necessary licenses, certifications, approvals,
B. Federal Funds Contingency: Payment pursuant to insurance, etc. required to properly provide the
this contract, if in federal funds, whether in services and/or supplies covered by this contract
whole or in part, is subject to and contingent in the state of Colorado. Proof of such licenses,
upon the continuing availability of federal funds certifications, approvals, insurance, etc. shall be
for the purposes hereof. In the event that said provided upon the State's request. Any
funds, or any part thereof, become unavailable, revocation, withdrawal or nonrenewal of
as determined by the State, the State may necessary license, certification, approval,
immediately terminate this contract or amend it insurance, etc. required for the Contractor to
accordingly. properly perform this contract, shall be grounds
for termination of this contract by the State.
C. Billing Procedures: The State shall establish billing
procedures and requirements for payment due the Contractor certifies that it is qualified to perform
Contractor in providing performance pursuant to such services or provide such deliverables as
this contract. The Contractor shall comply with the delineated in this contract.
established billing procedures and requirements for
submission of billing statements. The State shall The Contractor certifies to the best of its
comply with CRS 24-30-202(24) when paying knowledge and belief that the Contractor, its
vendors upon receipt of a correct notice of the principals, and authorized subcontractors are not
amount due for goods or services provided presently debarred, suspended, proposed for
hereunder. debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by
D. Exhibits- Interpretation: Unless otherwise stated, any federal department or agency. This paragraph
all referenced exhibits are incorporated herein and applies if payments to the Contractor under this
made a part of this contract. And, unless contract in federal funds equal$100,000 or more.
otherwise stated, in the event of conflicts or
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G. Legal Authority: The Contractor warrants that it contracts will require the additional insured
possesses the legal authority to enter into this coverage for completed operations on
contract and that it has taken all actions required endorsements CG 2010 11/85, CG 2037, or
by its procedures, by-laws, and/or applicable law equivalent). Coverage required of the
to exercise that authority, and to lawfully authorize contract will be primary over any insurance
its undersigned signatory to execute this contract or self-insurance program carried by the
and bind the Contractor to its terms. The person(s) State of Colorado.
executing this contract on behalf of the Contractor 4. The Insurance shall include provisions
warrant(s) that such person(s) have full preventing cancellation or non-renewal
authorization to execute this contract. without at least 45 days prior notice to the
State by certified mail.
H. Insurance - Contractor: The contractor shall 5. The contractor will require all insurance
obtain, and maintain at all times during the term policies in any way related to the contract
of this contract, insurance in the following kinds and secured and maintained by the
and amounts: contractor to include clauses stating that
each carrier will waive all rights of recovery,
1. Workers' Compensation Insurance as under subrogation or otherwise, against the
required by state statute, and Employer's State of Colorado, its agencies, institutions,
Liability Insurance covering all of organizations, officers, agents, employees
contractor's employees acting within the and volunteers.
course and scope of their employment. 6. All policies evidencing the insurance
2. Commercial General Liability Insurance coverages required hereunder shall be issued
written on ISO occurrence form CG 00 01 by insurance companies satisfactory to the
10/93 or equivalent, covering premises State.
operations, fire damage, independent 7. The contractor shall provide certificates
contractors, products and completed showing insurance coverage required by this
operations, blanket contractual liability, contract to the State within 7 business days
personal injury, and advertising liability of the effective date of the contract. but in
with minimum limits as follows: no event later than the commencement of
a. $1,000,000 each occurrence; the services or delivery of the goods under
b. $1,000,000 general aggregate; the contract. No later than 15 days prior to
c. $1,000,000 products and completed the expiration date of any such coverage,the
operations aggregate; and contractor shall deliver the State certificates
d. $50,000 any one fire. of insurance evidencing renewals thereof
At any time during the term of this contract,
If any aggregate limit is reduced below the State may request in writing, and the
$1,000,000 because of claims made or paid, contractor shall thereupon within 10 days
the contractor shall immediately obtain supply to the State, evidence satisfactory to
additional insurance to restore the full the State of compliance with the provisions
aggregate limit and furnish to the State a of this section.
certificate or other document satisfactory to 8. Notwithstanding subsection A of this
the State showing compliance with this section, if the contractor is a "public entity"
provision. within the meaning of the Colorado
Governmental Immunity Act CRS 24-10-
e. Automobile Liability Insurance 101, et seq., as amended ("Act'), the
covering any auto (including owned, contractor shall at all times during the term
hired and non-owned autos) with a of this contract maintain such liability
minimum limit as follows: $1,000,000 insurance, by commercial policy or self-
each accident combined single limit. insurance, as is necessary to meet its
f Professional liability insurance with liabilities under the Act. Upon request by the
minimum limits of liability of not less State, the contractor shall show proof of
than $1,000,000. such insurance satisfactory to the State.
3. The State of Colorado shall be named as
additional insured on the Commercial I. Rights in Data, Documents and Computer
General Liability and Automobile Liability Software or Other Intellectual Property:
Insurance policies (leases and construction
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All intellectual property including without generally accepted accounting principles and
limitation, databases, software, documents, shall be easily separable from other Contractor
research, programs and codes, as well as all, records.
reports, studies, data, photographs, negatives or
other documents, drawings or materials prepared The Contractor shall protect the confidentiality
by the contractor in the performance of its of all records and other materials containing
obligations under this contract shall be the personally identifying information that are
exclusive property of the State. Unless maintained in accordance with this contract.
otherwise stated, all such materials shall be Except as provided by law, no information in
delivered to the State by the contractor upon possession of the Contractor about any
completion, termination, or cancellation of this individual constituent shall be disclosed in a
contract. Contractor shall not use, willingly form including identifying information without
allow or cause to have such materials used for the prior written consent of the person in interest,
any purpose other than the performance of the a minor's parent, guardian, or the State. The
contractor's obligations under this contract Contractor shall have written policies governing
without a prior written consent of the State. All access to, duplication and dissemination of, all
documentation, accompanying the intellectual such information and advise its agents, if any,
property or otherwise, shall comply with the that they are subject to these confidentiality
State requirements which include but is not requirements. The Contractor shall provide its
limited to all documentation being in a paper, agents, if any, with a copy or written explanation
human readable format which is useable by one of these confidentiality requirements before
who is reasonably proficient in the given subject access to confidential data is permitted.
area.
The Contractor authorizes the State, the federal
J. Proprietary Information: Proprietary information government or their designee, to perform audits
for the purpose of this contract is information and/or inspections of its records, at any
relating to a party's research. development, trade reasonable time, to assure compliance with the
secrets, business affairs, internal operations and state or federal government's terms and/or to
management procedures and those of its evaluate the Contractor's performance. Am'
customers, clients or affiliates,but does not include amounts the State paid improperly shall be
information lawfully obtained by third parties, immediately returned to the State or may be
which is in the public domain, or which is recovered in accordance with other remedies.
developed independently.
All such records, documents, communications,
Neither party shall use or disclose directly or and other materials shall be the property of the
indirectly without prior written authorization any State unless otherwise specified herein and shall
proprietary information concerning the other party be maintained by the Contractor, for a period of
obtained as a result of this contract. Any three (3) years from the date of final payment or
proprietary information removed from the State's submission of the final federal expenditure report
site by the Contractor in the course of providing under this contract, unless the State requests that
services under this contract will be accorded at the records be retained for a longer period, or
least the same precautions as are employed by the until an audit has been completed with the
Contractor for similar information in the course of following qualification. If an audit by or on
its own business. behalf of the federal and/or state government has
begun but is not completed at the end of the three
K. Records Maintenance. Performance Monitoring R (3) year period, or if audit findings have not been
Audits: The Contractor shall maintain a complete resolved after a three (3) year period, the
file of all records, documents, communications, materials shall be retained until the resolution of
and other materials that pertain to the operation the audit findings.
of the program/project or the delivery of services
under this contract. Such files shall be sufficient The Contractor shall permit the State, any other
to properly reflect all direct and indirect costs of governmental agency authorized by law, or an
labor, materials, equipment, supplies and authorized designee thereof, in its sole
services, and other costs of whatever nature for discretion, to monitor all activities conducted by
which a contract payment was made. These the Contractor pursuant to the terms of this
records shall be maintained according to contract. Monitoring may consist of internal
Page 5 of 11
evaluation procedures, reexamination of program contract or subcontract supported by Federal
data, special analyses, on-site verification, funds if a conflict of interest, real or apparent,
formal audit examinations, or any other would be involved. Such a conflict would arise
procedures as deemed reasonable and relevant. when:
All such monitoring shall be performed in a I. The employee,officer or agent;
manner that will not unduly interfere with 2. Any member of the employee's immediate
contract work. family,
3. The employee's partner; or
L. Taxes: The State, as purchaser, is exempt from 4. An organization which employees, or is
all federal excise taxes under Chapter 32 of the about to employ,any of the above,
Internal Revenue Code [No. 84-730123K] and has a financial or other interest in the firm
from all state and local government use taxes selected for award. Neither the Contractor nor
[C.R.S. §39- 26-114(a) and 203, as amended]. its agent(s) will solicit nor accept gratuities,
The contractor is hereby notified that when favors, or anything of monetary value from
materials are purchased for the benefit of the Contractor's potential contractors, or parties to
State, such exemptions apply except that in subagreements.
certain political subdivisions the vendor may be
required to pay sales or use taxes even though N. Conformance with Law: The Contractor and its
the ultimate product or service is provided to the agent(s) shall at all times during the term of this
State. These sales or use taxes will not be contract strictly adhere to all applicable federal
reimbursed by the State. laws, state laws, Executive Orders and
implementing regulations as they currently exist
M. Conflict of Interest: During the term of this and may hereafter be amended. Without
contract, the Contractor shall not engage in any limitation, these federal laws and regulations
business or personal activities or practices or include:
maintain any relationships which conflict in any • Age Discrimination Act of 1975, 42 U.S.C.
way with the Contractor fully performing his/her Section 6101 et seq. and its implementing
obligations under this contract. regulation.45 C.F.R. Part 91;
• Age Discrimination in Employment Act of
Additionally, the Contractor acknowledges that, 1967,29 U.S.C.621 et seq.;
in governmental contracting, even the • Americans with Disabilities Act of 1990
appearance of a conflict of interest is harmful to (ADA),42 U.S.C. 12101 et seq.;
the interests of the State. Thus, the Contractor • The Drug Free Workplace Act of 1988, 41
agrees to refrain from any practices, activities or U.S.C.701 et seq.;
relationships which could reasonably be • Equal Pay Act of 1963,29 U.S.C.206;
considered to be in conflict with the Contractor's • Immigration Reform and Control Act of 1986,
fully performing his/her obligations to the State 8 U.S.C. 1324b;
under the terms of this contract, without the prior • Pro-Children Act of 1994, 20 U.S.C. 6081 et
written approval of the State. seq.;
In the event that the Contractor is uncertain • Section 504 of the Rehabilitation Act of 1973,
whether the appearance of a conflict of interest 29 U.S.C. 794,as amended,and implementing
may reasonably exist, the Contractor shall regulation 45 C.F.R. Part 84;
submit to the State a full disclosure statement • Titles VI & VII of the Civil Rights Act of
setting forth the relevant details for the State's 1964,42 U.S.C.2000(d)& (e);
consideration and direction. Failure to promptly • The Personal Responsbility and Work
submit a disclosure statement or to follow the Opportunity Reconciliation Act of 1996, 42
State's direction in regard to the apparent conflict USC 604a, Public Law 104-193. See also
shall be grounds for termination of the contract. State Executive Order D 015 00;
• Title IX of the Education Amendments of
Further, the Contractor shall maintain a written 1972,20 U.S.C. 1681 et seq.;
code of standards governing the performance of • The Uniform Administrative Requirements
its agent(s) engaged in the award and for Grants and Cooperative Agreements to
administration of contracts. Neither the State and Local Governments (Common
Contractor nor its agent(s) shall participate in the Rule),at 29 C.F.R.Part 97;
selection, or in the award or administration of a
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• The Uniform Administrative Requirements Q. Disputes: Except as herein specifically provided
for Awards and subawards to Institutions of otherwise, disputes concerning the performance
Higher Education, Hospitals, Other Non- of this contract which cannot be resolved by the
Profit Organizations, and Commercial designated contract representatives shall be
Organizations (Common Rule), at 29 C.F.R. referred in writing to a senior departmental
Part 95: management staff designated by the department
• Office of Management and Budget Circulars and a senior manager designated by the
A-87, A-21 or A-122, and A-102 or A-110, Contractor. Failing resolution at that level,
whichever is applicable; disputes shall be presented in writing to the
• The Hatch Act (5 USC 1501-1508) and Civil Executive Director and the Contractor's chief
Service Reform Act, Public Law 95-454 executive officer for resolution. This process is
Section 4728; not intended to supersede any other process for
• Departments of Labor, Health and Human the resolution of controversies provided by law.
Services,and Education and Related Agencies
Appropriations Act, 1990, Public Law 101- R. Remedies: Acceptance is dependent upon
166,Section 511; completion of all applicable inspection
• The Single Audit Act Amendments of 1996, procedures. The State reserves the right to
31 U.S.C. 7501, Public Law 104-156, OMB inspect the goods and/or services provided under
Circular A-133, 29 C.F.R. Part 95.26, 96, and this contract at all reasonable times and places.
99; The Executive Director of the State or her/his
• Prohibition Against use of Federal Funds for designee may exercise the following remedial
actions should s/he find the Contractor
Lobbying,at 29 C.F.R.Part 93;
• Workforce Investment Act, Public Law 105- substantially failed to satisfy the scope of work
found in this contract. Substantial failure to
220, 20 C.F.R. Parts 652 and 660 through
671 satisfy the scope of work shall be defined to
mean substantially insufficient, incorrect or
improper activities or inaction by the Contractor.
O. Discrimination: The Contractor during the
performance of this contract shall: Without limitation, the State has the right to:
1. not discriminate against any person on the 1. withhold payment until performance is
basis of race, color, national origin, age, sex, cured,
2, require the vendor to take necessary action
religion and handicap, including Acquired
Immune Deficiency Syndrome (AIDS) or to ensure that the future performance
AIDS related conditions. conforms to contract requirements,
3. request removal of a Contractor's agent from
2. not exclude from participation in, or deny
benefits to any qualified individual with a contract work,
4. equitably reduce the payment due the vendor
disability, by reason of such disability.
Any person who thinks he/she has been to reflect the reduced value of the services
discriminated against as related to the performed,
performance of this contract has the right to 5. recover payment for work that due to the
assert a claim, Colorado Civil Rights Division, Contractor cannot be performed or would be
C.R.S. §24-34-302,et seq. of no value to the State,
6. modify or recover payments (from payments
P. Litigation: The Contractor shall within five (5) under this contract or other contracts
calendar days after being served with a between the State and the vendor as a debt
summons, complaint, or other pleading which due to the State) to correct an error due to
has been filed in any federal or state court or omission, error,fraud and/or defalcation.
administrative agency notify the State that it is a 7. terminate the contract.
party defendant in a case which involves services
provided under this contract. The Contractor These remedies in no way limit the remedies
shall deliver copies of such document(s) to the available to the State in the termination provisions
of this contract, or remedies otherwise available at
State's Executive Director. The term "litigation"
includes an assignment for the benefit of law.
creditors, and filings in bankruptcy,
reorganization and/or foreclosure. S. Termination:
1. Termination for Default: The State may
terminate the contract for cause. If the State
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terminates the contract for cause, it will first performance of the terms of this contract
give ten (10) days prior written notice to the shall thereupon cease, but the parties shall
Contractor, stating the reasons for not be released from the duty to perform
cancellation, procedures to correct problems, their obligations up to the date of
if any, and the date the contract will be termination.
terminated in the event problems have not
been corrected. In the event this contract is In the event that the State terminates this
terminated for cause, the State will only contract under the Termination for
reimburse the Contractor for accepted work Convenience or Termination for Financial
or deliverables received up to the date of Exigency provisions, the Contractor is
termination. In the event this contract is entitled to submit a termination claim within
terminated for cause, final payment to the ten (10) days of the effective date of
Contractor may be withheld at the discretion termination. The termination claim shall
of the State until completion of final audit. address and the State shall consider paying
Notwithstanding the above, the Contractor the following costs:
may be liable to the State for the State's a. the contract price for performance of
damages. If it is determined that the work, which is accepted by the State, up
Contractor was not in default then such to the effective date of the termination.
termination shall be treated as a termination b. reasonable and necessary costs incurred
for convenience as described herein. in preparing to perform the terminated
2. Termination for Convenience: The State portion of the contract
shall have the right to terminate this contract c. reasonable profit on the completed but
by giving the Contractor at least twenty (20) undelivered work up to the date of
days prior written notice. If notice is so termination
given, this contract shall terminate on the d. the costs of settling claims arising out of
expiration of the specified time period, and the termination of subcontracts or
the liability of the parties hereunder for orders, not to exceed 30 days pay for
further performance of the terms of this each subcontractor
contract shall thereupon cease, but the e. reasonable accounting, legal, clerical,
parties shall not be released from the duty to and other costs arising out of the
perform their obligations up to the date of termination settlement.
termination.
3. Immediate Termination: This contract is In no event shall reimbursement under this
subject to immediate termination by the clause exceed the contract amount reduced
State in the event that the State determines by amounts previously paid by the State to
that the health, safety, or welfare of persons the Contractor.
receiving services may be in jeopardy.
Additionally, the State may immediately T. Venue: The parties agree that venue for any action
terminate this contract upon verifying that related to performance of this contract shall be in
the Contractor has engaged in or is about to the City and County of Denver,Colorado.
participate in fraudulent or other illegal acts.
4. Termination for Financial Exigencv: The U. Understanding of the Parties: This contract is
State shall have the right to terminate this intended as the complete integration of all
contract for financial exigency by giving the understandings between the parties. No prior or
Contractor at least thirty (30) days prior contemporaneous addition, deletion, or other
written notice. For the purposes of this amendment hereto shall have any force or effect
provision, a financial exigency shall be a whatsoever, unless embodied herein in writing.
determination made by the Colorado No subsequent novation, renewal, addition,
legislature or its Joint Budget Committee deletion, or other amendment hereto shall have
that the financial circumstances of the State any force or effect unless embodied in a written
are such that it is in the best interest of the contract executed and approved pursuant to the
State to terminate this contract. If notice of State Fiscal Rules.
such termination is so given, this contract
shall terminate on the expiration of the time To the extent that this contract may be executed
period specified in the notice, and the and performance of the obligations of the parties
liability of the parties hereunder for further may be accomplished within the intent of the
Page 8of11
contract, the terms of this contract are severable, V. Holdover: In the event that the State desires to
and should any term or provision hereof be continue the services provided for in this
declared invalid or become inoperative for any Contract and a replacement contract has not been
reason, such invalidity or failure shall not affect fully executed by the expiration date of the
the validity of any other term or provision Contract, this Contract may be extended
hereof unilaterally by the State for a period of up to two
(2) months upon written notice to the Contractor
Except as herein specifically provided otherwise, under the same terms and conditions of the
it is expressly understood and agreed that this original Contract including, but not limited to,
contract shall inure to the benefit of and be prices, rates, and service delivery requirements.
binding upon the parties hereto and their However, this extension terminates when the
respective successors and assigns. All rights of replacement contract becomes effective when
action relating to enforcement of the terms and signed by the State Controller or an authorized
conditions shall be strictly reserved to the State delegate.
and the named Contractor. Nothing contained in
this agreement shall give or allow any claim or W. Reversion and Recapture of Funds: State or
right of action whatsoever by any other third federal funds paid to the Contractor that are not
person. It is the express intention of the State used or otherwise expended in performance of
and the Contractor that any such person or entity, the Award Letter scope of work shall be remitted
other than the State or the Contractor, receiving to the State. Funds shall also be remitted to the
services or benefits under this agreement shall be State if the State determines that the scope of
deemed an incidental beneficiary only. work will not be completed as required under the
terms of the Master Grant Contract and Award
The waiver of any breach of a term hereof shall Letter. In no event shall excess funds be retained
not be construed as a waiver of any other term, by Contractor, refunded to a party other than the
or the same term upon subsequent breach. State. or given to third parties by the Contractor
for any purpose. In the event that the State
The State and the Contractor's obligations under determines that the Contractor has expended
this contract shall survive following termination or Award funds other than in accordance with state
expiration to the extent necessary to give effect to law, or any terms of the Master Contract or the
the intent and understanding of the parties. Award Letter, such funds shall be repaid to the
State by Contractor upon written demand.
Except as herein specifically provided otherwise,
the duties and obligations of the Contractor X. Financial Management. At all times from the
arising hereunder cannot be assigned, delegated, effective date of this Contract until closeout of
subgranted or subcontracted except with the each award issued hereunder and through the
express prior written consent of the State. The records retention period, the Contractor shall
subgrants and subcontracts permitted by the maintain properly segregated books of State
State shall be subject to the requirements of this funds, and other funds associated with each
contract. The Contractor is responsible for all award. Contractor shall be responsible for
subcontracting arrangements, delivery of accounting for and reporting on any required
services, and performance of any subgrantor or match funding as indicated on the grant Award
subcontractor. The Contractor warrants and Letter. Records shall be maintained in agrees that any subgrant or subcontract, resulting accordance with applicable local and State
from its performance under the terms and procedures, and appropriate federal regulations.
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.
Page 9of11
SPECIAL PROVISIONS
(For Use Only with Inter-Governmental Contracts)
1. CONTROLLER'S APPROVAL.CRS 24-30-202(1)
This contract shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such assistant as he may designate.
2. FUND AVAILABILITY,CRS 24-30-202(5.5)
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.
3. INDEMNIFICATION.
To the extent authorized by law,the contractor shall indemnify,save,and hold harmless the State against any and all claims,damages,liability
and court awards including costs, expenses,and attorney fees incurred as a result of any act or omission by the Contractor, or its employees,
agents,subcontractors,or assignees pursuant to the terms of this contract.
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 for the parties,of the Colorado Governmental Immunity Act,CRS 24-10-101 et seq.or the Federal Tort Claims Act,
28 U.S.C.2671 et seq.as applicable,as now or hereafter amended. The Contractor,by execution of this contract containing this indemnification
clause,does not waive the operation of any law concerning the parties'ability to indemnify.
4. INDEPENDENT CONTRACTOR.4 CCR 801-2
THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE.
NEITHER THE CONTRACTOR NOR ANY AGENT OR EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE AN
AGENT OR EMPLOYEE OF THE STATE. CONTRACTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME
TAX AND LOCAL HEAD TAX ON ANY MONIES PAID BY THE STATE PURSUANT TO THIS CONTRACT.CONTRACTOR ACKNOWLEDGES
THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE
CONTRACTOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE
PROVIDE SUCH COVERAGE.CONTRACTOR SHALL HAVE NO AUTHORIZATION, EXPRESS OR IMPLIED,TO BIND THE STATE TO ANY
AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND
KEEP IN FORCE WORKERS'COMPENSATION(AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE)AND
UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW,AND SHALL BE SOLELY RESPONSIBLE FOR
THE ACTS OF THE CONTRACTOR, ITS EMPLOYEES AND AGENTS.
5. NON-DISCRIMINATION.
The contractor agrees to comply with the letter and the spirit of all applicable state and federal laws respecting discrimination and unfair
employment practices.
6. CHOICE OF LAW
The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and
enforcement of this contract.Any provision of this contract,whether or not incorporated herein by reference,which provides for arbitration by any
extra-judicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing
contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall
be valid or enforceable or available in any action at law whether by way of complaint,defense,or otherwise.Any provision rendered null and void
by the operation of this provision will not invalidate the remainder of this contract to the extent that the contract is capable of execution.
At all times during the performance of this contract, the Contractor shall strictly adhere to all applicable federal and state laws, rules, and
regulations that have been or may hereafter be established.
7. SOFTWARE PIRACY PROHIBITION Governor's Executive Order D 002 00
No State or other public funds payable under this Contract shall be used for the acquisition,operation, or maintenance of computer software in
violation of United States copyright laws or applicable licensing restrictions.The Contractor hereby certifies that,for the term of this Contract and
any extensions, the Contractor has in place appropriate systems and controls to prevent such improper use of public funds. If the State
determines that the Contractor is in violation of this paragraph. the State may exercise any remedy available at law or equity or under this
Contract. including, without limitation, immediate termination of the Contract and any remedy consistent with United States copyright laws or
applicable licensing restrictions.
8. EMPLOYEE FINANCIAL INTEREST.CRS 24-18-201 &CRS 24-50-507
The signatories aver that to their knowledge, no employee of the State of Colorado has any personal or beneficial interest whatsoever in the
service or property described herein.
Effective Date:August 1,2005
Page 10 of 11
•
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
CONTRACTOR: STATE OF COLORADO:
L OWEN« GOVER R
Weld County Board of Commissioners iA
Legal Name of Contracting Entity rbara Kirkmeyer, Ex cutive Dire or
84-6000813 Department of Local Affairs
Social Securit umber or FEIN
fi( i PRE-APPROVED FORM CONTRACT REVIEWER:
Sign ture of Authorized Officer
M 3 Gene . Chair ( Cr i�7- Cs=-.13 / k. (.
Print Name & Title of Authorized Officer
04/03/2006 ♦s`
CORPORATIONS: e. ‘. I
(A corporate attestation is required.) i ` /410,4\
L4 Lh ; II tin lisi
Frmit
Attest (Seal) By d1-1 .yewjoA. i( n �i 8'Y ���XXIMMOCCICIXXXXXXX (Place c�..�:.(. .�` "able)
uty Clerk oard �•• ••,wraI
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until
the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to
begin performance until the contract is signed and dated below. If performance begins prior to the date below,
the State of Colorado may not be obligated to pay for the goods and/or services provided.
STATE CONTROLLER:
Leslie M. Shenefelt
By
Rose DA I Auten, Con Iler
Depart nt of Local Affai s
• C. /C /
Date b L
Effective Date: August 1, 2005
Page 11 of 11
Grant Award Letter t rolect°klumbetl (# of Pages)
Attachment 1 (# of Pages) (Include on initial Award Letter only)
Attachment 2 (# of Pages) (Include on initial Award Letter only)
[Amendment#] (Include on amended Award Letter only)
Department of Local Affairs
Colorado Office of Workforce Development
JOWD Want Namel Grant
Contractor/Grantee Name
The "Effective Date" of this Award shall be the date of approval by the State Controller, or his designee, located on
the final page of this document with the State Controller's signature. Work by the Contractor/Grantee shall not
begin prior to the Effective Date, nor shall the State be responsible for any sum expended by the
Contractor/Grantee prior to the Effective Date, unless otherwise specifically permitted by law.
ACCEPTANCE OF THIS AWARD LETTER BY GRANTEE: THE GRANTEE HEREBY AGREES THAT THE TERMS AND CONDITIONS OF
THE MASTER GRANT CONTRACT EXECUTED BY CONTRACTOR/GRANTEE DATED`w CONSISTING OF+ PAGES
SHALL APPLY TO SERVICES PERFORMED UNDER THE GRANT AWARD LETTER. THE TERMS OF THE MASTER GRANT
CONTRACT ARE HEREBY SPECIFICALLY INCORPORATED BY REFERENCE INTO THE GRANT AWARD LETTER, AND SPECIFICALLY
REAFFIRMED BY THE CONTRACTOR/GRANTEE AS IF EXECUTED ON THIS DATE. BY SUBMITTING A REQUEST FOR PAYMENT OF
WORK PERFORMED WITHIN THE SCOPE OF SERVICES SET FORTH BELOW, THE CONTRACTOR/GRANTEE ALSO HEREBY
ACCEPTS THE GRANT AWARD LETTER OFFER, AND SPECIFICALLY AGREES TO THE TERMS OF THE GRANT AWARD(INCLUDING
ATTACHMENTS), AS WELL AS THE TERMS OF THE MASTER GRANT CONTRACT. IF THE GRANT AWARD LETTER HAS BEEN
WITHDRAWN BY THE STATE FOR ANY REASON, IT MAY NO LONGER BE ACCEPTED BY THE CONTRACTOR/GRANTEE.
Amendment Summary (Include this section on Amendments only)
(Insert a brief description of the purpose of this amendment, e.g. Award additional S50,000, modify the Scope of
Services, or extend the end date from 9/30/05 to 12/31/05)
Details of this amendment are listed below
Part I. Grantee & Award Information
1. Award Made to: Remit Address if Different:
2. Grantee's Responsible Administrator:
3. Award /Encumbrance Number: 4. Master Contract Number:
5. Contract Logging Inquiry Number(CLIN): 6. Vendor Code:
7. Funding Information:
'Use the table below if it's an initial award letter)
Source of Funds CFDA# Orgn Appr Object Gbl Rptc Amount
Total
(Use the table below if amended award letter)
Page 1 of 3
Original Revised
Source of Funds CFDA# Orgn Appr Object Gbl Rptc Budget Change Budget
Total
I Part II. Terms
8. Award Amount. The total Award Amount provided under this Grant Award shall not exceed the sum of$ ( ),
including all Amendments.
(If a portion of the budget is good for a specified period within the performance period, such portion should have a
separate budget table, along with a heading that specifies the period the budget is for. Insert as many Budget table as
necessary. The sum of all budget tables should equal to the above "not to exceed"amount)
(Use the table below on an initial Award Letter, or on an amended Award Letter that does not include change(s)
to the budget)
Budget Line Budget
Total Award
(Use the table below on an amended Award Letter that has budgetary changes)
Budget Line Original Budget Change Revised Budget
Total Award
(The paragraph below is optional, and should be included only when the State wishes to provide flexibility between
budget lines. The maximum flexibility amount or percentage cannot exceed 10%. To the extent possible, all budget
changes should be done through an amended Award Letter)
Flexibility is allowed within the budget[except for the 0;lirie�",
(�)], provided no single line item is increased or
decreased by more than f %or$ 1. If the Contractor/Grantee exercises this option, the Contractor/Grantee
shall report the detail of such budget transfer in Box 8 (Comment box) of the Request for Payment form. Changes in
excess of the allowed threshold and any changes in the prohibited line(s) must receive prior written approval from the
State.
9. Performance Period: through l -`.
10. Grant Purpose:
11. Scope of Services. Contractor/Grantee shall provide:
(Insert scope of services here)
Deliverables: Identify below each deliverable the State will receive under this Grant Award Letter. Provide a due date
for each deliverable. Describe each deliverable with particularity. An additional sheet may be attached. Identify the
number of extra pages, if any, in section 14.
12. Reporting: The Contractor/Grantee shall meet all reporting requirements currently required by the State or federal law or
regulation, or as may be subsequently required by State or federal law or regulation, any time during the performance of
this Grant Award Letter. Changes shall be submitted to the Contractor/Grantee in writing. Regular required reports by
Contractor/Grantee are as follows: (Add additional reporting requirement if necessary)
a. Attachment One: Request for Payment. Contractor/Grantee shall submit three (3) copies of[monthly/quarterly]
interim Requests for Payment within 20 days following the end of a calendar[month/quarter] using the form herein
attached as Attachment One. Request for final payment shall be submitted no later than 30 days after the end of
the Performance Period.
Page 2 of 3
b. Attachment Two: Performance Report. The Contractor/Grantee shall submit three (3)copies of[monthly/quarterly]
Performance Reports within 20 days following the end of a calendar[month/quarter] using the form herein attached
as Attachment Two. The Contractor/Grantee shall also submit a final narrative completion report to the State no
later than 30 days after the end of the Performance Period.
c. Client Tracking Report. (Option: Use this provision where applicable) The Contractor shall track and enter
required client data and services received into the necessary automated system prescribed by the State on a timely
basis. The State may request report of such data from the Contractor on an as-needed basis.
13. Payment and Completion: The final Request for Payment and the narrative project.completion report are due to the State
(OW D) no later than 30 days after the end of the Performance Period. Project funds will not remain encumbered for
further reimbursement after the project is ended.
14. Attachments to Award Letter. The following attachments are hereby incorporated into the Grant Award Letter:
Pages added to Scope of Services above? If so, number of pages. If none, mark N/A.
• Request for Payment, Attachment 1
• Performance Report, Attachment 2
Part III. Signature
Reviewed By: Issued By: Colorado Office of Workforce Development
Pre-Approved Form Contract Reviewer Barbara Kirkmeyer,Acting Executive Director
Department of Local Affairs
Approval: CRS 24-30-202 requires that the State Controller approve all state contracts. This Award Letter is not valid
until the State Controller,or such assistant as he may delegate, has signed it. The contractor is not authorized to
begin performance until the Award Letter is signed and dated below. If performance begins prior to the date below, the
State of Colorado may not be obligated to pay for the goods and/or services provided.
State Controller: Leslie M. Shenefelt
By: Date:
Rose Marie Auten, Controller, Department of Local Affairs
Page 3 of 3
ATTACHMENT 1 - [Project Number]
(Grant Name)
REQUEST FOR PAYMENT FORM
1. GRANTOR 2. TYPE OF PAYMENT 3. RECIPIENT ORGANIZATION
I (Name, Address, Telephone Number)
Department of Local Affairs _ Partial
Office of Workforce Development
1313 Sherman St, Room 521 Final
Denver, CO 80203
4. PERIOD COVERED BY THIS REQUEST 5. PAYMENT REQUEST ' 6. AWARD LETTER NUMBER
From: TO #:
7. PURPOSE FOR GRANT FUNDS REQUESTED
Expenditures
Previous Current Request
Budget Line(s) Per Award Letter Budget (A) Request(s) (B) (C) Balance (A-B-C)
TOTAL:
8. COMMENT:
9. CERTIFICATION: I certify to the best of my knowledge and belief the data above is correct and that all
expenditures were made in accordance with the grant requirements.
SIGNATURE OF AUTHORIZED OFFICIAL NAME AND TITLE (Type or Print) DATE
STATE REVIEW Comment:
Approved by:
Program/Project Manager Date
ATTACHMENT 2 — [Protect lii her]
(Grant Name)
PERFORMANCE REPORT
Workforce Region:
Address:
City, State & Zip code:
Telephone Number: Fax Number:
Responsible Administrator:
Email address:
Award Letter: Reporting Period From: To:
NARRATIVE SECTION: To be completed by Contractor/Grantee (please add addition page(s) if
necessary):
I. List the deliverables produced during this reporting period,the date(s) delivered,and to whom delivery was made at the
State. Were the deliverables reviewed by the State? Were you(Contractor)asked to reassess, correct, or re-perform any
work? What was the outcome of the State's inspection and review?
II. Describe the work to be undertaken during the next reporting period. What deliverables are due? What work or tasks are
planned? If there is slippage in work, what is your plan to catch up and achieve key deliverable dates? Have you
communicated all problems,questions, or issues with the State promptly? Remember that changes in the Scope of Services or
completion dates cannot be made without an agreement in writing signed by the State.
it
Signature of Authorized Official Name and Title(Type or Print) Date
Submit Report To: Office of Workforce Development, 1313 Sherman St, Room 521, Denver, CO 80203
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