HomeMy WebLinkAbout20020711.tiff RESOLUTION
RE: APPROVE GENERAL ASSISTANCE AGREEMENT FOR SERVICES AND
AUTHORIZE CHAIR TO SIGN -A WOMAN'S PLACE, INC.
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 General Assistance Agreement for
Services 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 Social Services, and A
Woman's Place, Inc., commencing January 1, 2002, and ending December 31, 2002, with
further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, 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, ex-officio Board of Social Services, that the General Assistance
Agreement for Services 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 Social
Services, and A Woman's Place, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 25th day of March, A.D., 2002, nunc pro tunc January 1, 2002.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: Ch Gle aad,
Weld County Clerk to the Board
David . L g, Pro-Tem
BY: 1.4d) to
Deputy Clerk to the Board
M. J. Geile
APPROVt h AS •
William H. Jerke
l');7-nty Attornei EXCUSED
Robert D. Masden
Date of signature: -3
2002-0711
HA0022
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Contract No.: FY02-GA-500
GENERAL ASSISTANCE AGREEMENT FOR SERVICES
BETWEEN THE WELD COUNTY HOUSING AUTHORITY
AND A WOMAN'S PLACE,INC.
( ) Purchase of Vision Services Agreement
( ) Purchase of Dental Services Agreement
(X ) Purchase of Emergency Shelter Agreement
( ) Purchase of Prescription Services Agreement
(X ) Purchase of Case Management Services for the Homeless
Was this Agreement competitively procured?
( )Yes Date Procured / /
(X )No (Attach Waiver of Competitive Procurement for General
Assistance Agreements Form
This Agreement,made and entered into the. 5 day of Mara,' ,2002 by and between the Board of County
Commissioners,on behalf of the Weld County Housing Authority,hereinafter refereed to as"Housing Authority," and"A
Woman's Place,Inc."hereinafter referred to as the"Contractor."
WITNESSETH
WHEREAS, required approval,clearance and coordination has been accomplished from and with appropriate
agencies;and
WHEREAS,the County of Weld,pursuant to the Weld County Home Rule Charter,has provided general
fund resources for General Assistance services to needy Weld County residents as identified by Housing Authority;and
WHEREAS,the County of Weld has an approved plan to distribute shelter and Case Management Resources
provided under general fund resources;and
WHEREAS,the Contractor meets the definition for a shelter and serves the homeless,as defined by the Emergency
Shelter Grant regulations under the Department of Housing and Urban Development;and
WHEREAS,the Contractor meets the definition for a provider of case management for the homeless,as defined by
the Emergency Shelter Grant regulations under the Department of Housing and Urban Development;and
WHEREAS,Housing Authority desires to enter into an agreement with the Contractor to assist Housing Authority
in providing General Assistance services to eligible individuals.
NOW THEREFORE,in consideration of the premises,the parties hereto covenant and agree as follows:
Contract No.: FY02-GA-500
1. Term
This Agreement shall become effective on January 1,2002,upon proper execution of this Agreement and I
expire December 31,2002. The Contractor agrees that time is essence in their performance of its obligatiensuwlert is
Agreement,and that completion of the Project shall occur no later than the termination date of December
31,2002.
2. Scope of Services
Services shall be provided by the Contractor to any person(s) eligible for General Assistance services in
compliance with Exhibit A"Scope of Services,"a copy of which is attached and incorporated by reference.
3. Payment Schedule
a. Payment shall be made on the basis of Exhibit B,"Payment Schedule,"a copy of which is attached and
incorporated by reference.
The Agreement Budget shall establish the maximum reimbursement which will be paid from county funds
during the duration of this agreement.
b. The Contractor shall submit an itemized monthly billing to Social Services for all costs incurred pursuant
to Exhibit A of this Agreement in accordance with criteria established by Social Services. The
Contractor shall submit all itemized monthly billings to the Social Services no later than the tenth(10th)
day of the month following the month the cost was incurred. Billings must be signed by the Contractor.
Failure to submit monthly billings in accordance with the terms of this agreement shall result in the
Contractor's forfeiture of all rights to be reimbursed for such expenses.
c. Payments to the Contractor shall be made monthly by Social Services upon receipt of such itemized
billings as required under Exhibits A and B.
d. Reimbursement of costs incurred pursuant to this Agreement is expressly contingent upon the availability
of Weld County funds to Social Services.
e. Social Services shall not be billed for, and reimbursement shall not be made for, time involved in
activities outside of those defined in Exhibit A. Work performed prior to the execution of this Contract
shall not be reimbursed or considered part of this Agreement.
4. Financial Management
At all times from the effective date of this Contract until completion of this Contract,the Contractor shall
comply with the administrative requirements, cost principles and other requirements set forth in the Financial
Management Manual adopted by the State of Colorado. The required annual audit of all funds expended under
General Assistance must conform to the Single Audit Act of 1984 and OMB Circular A-128.
Contract No.: FY02-GA-500
5. Payment Method
Unless otherwise provided in the Scope of Services and Payment Schedule:
a. the Contractor shall provide proper monthly invoices and verification of services performed for costs
incurred in the performance of the agreement.
b. Social Services may withhold any payment if the Contractor has failed to comply with the Financial
Management Requirements,program objectives,contractual tenns,or reporting requirements.
6. Assurances
The Contractor shall abide by all assurances as set forth in the attached Exhibit C,which is attached hereto and
incorporated herein by reference.
7. Compliance with Applicable Laws
At all times during the performance of this contract,the Contractor shall strictly adhere to all applicable federal and
state laws,orders,and all applicable standards,regulations,interpretations or guidelines issued pursuant thereto.
This includes the protection of the confidentiality of all applicant/recipient records,papers,documents,tapes and
any other materials that have been or may hereafter be established which relate to this Contract. The Contractor
acknowledges that the following laws are included:
-Title VI of the Civil Rights Act of 1964,42 U.S.C. Sections 2000d-1
a sect and its implementing regulation,45 C.F.R.Part 80 a seq.;
and
-Section 504 of the Rehabilitation Act of 1973,29 U.S.C. Section
794,and its implementing regulation,45 C.F.R.Part 84;and
-the Age Discrimination Act of 1975,42 U.S.C. Sections 6101 a seq.
and its implementation regulation,45 C.F.R.Part 91;and
-Title VII of the Civil Rights Act of 1964;and
-the Age Discrimination in Employment Act of 1967;and
-the Equal Pay Act of 1963;and
-the Education Amendments of 1972;and
-Immigration Reform and Control Act of 1986,P.L. 99-603;
and all regulations applicable to these laws prohibiting discrimination because of race,color,national origin,and,
sex,religion and handicap,including Acquired Immune Deficiency Syndrome(AIDS)or AIDS related conditions,
covered under Section 504 of the Rehabilitation Act of 1973,as amended,cited above. Included in 45 C.F.R.Part
74 Appendix G 9,which requires that affirmative steps be taken to assure that small and minority businesses are
utilized,when possible,as sources of supplies,equipment,construction and services. This assurance is given in
consideration of and for the purpose of obtaining any and all federal and/or state financial assistance.
Any person who feels that s/he has been discriminated against has the right to file a complaint either with the
Colorado Department of Social Services or with the U.S.Department of Health and Human Services,Office for
Civil Rights
8. Certifications
Contractor certifies that,at the time of entering into this Contract,it has currently in effect all necessary licenses,
approvals,insurance,etc.required to properly provide the services and/or supplies covered by this contract.
9. Monitoring and Evaluation
Contract No.: FY02-GA-500
The Contractor and Social Services agree that monitoring and evaluation of the performance of this Agreement
shall be conducted by the Contractor and Social Services. The results of the monitoring and evaluation shall be
provided to the Board of Weld County Commissioners.
The Contractor shall permit Social Services, and any other duly authorized agent or governmental agency, to
monitor all activities conducted by the contractor pursuant to the terms of this Agreement. As the monitoring
agency may in its sole discretion deem necessary or appropriate, such program data, special analyses, on-site
checking,formal audit examinations,or any other reasonable procedures. All such monitoring shall be performed
in a manner that will not unduly interfere with agreement work.
10. Modification of Agreement
All modifications to this agreement shall be in writing and signed by both parties.
11. Remedies
The Director of Social Services or designee may exercise the following remedial actions should s/he find the
Contractor substantially failed to satisfy the scope of work found in this Agreement. Substantial failure to satisfy
the scope of work shall be defined to mean incorrect or improper activities or inaction by the Contractor. These
remedial actions are as follows:
a. Withhold payment to the Contractor until the necessary services or corrections in performance are
satisfactorily completed;
b. Deny payment or recover reimbursement for those services or deliverables which have not been
performed and which due to circumstances caused by the Contractor cannot be performed or if
performed would be of no value to the Social Services. Denial of the amount of payment shall be
reasonably related to the amount of work or deliverables lost to Social Services;
c. Incorrect payment to the Contractor due to omission,error,fraud,and/or defalcation shall be recovered
from Contractor by deduction from subsequent payments under this Agreement or other agreements
between Social Services and the Contractor,or by Social Services as a debt due to Social Services or
otherwise as provided by law.
12. Representatives
For the purpose of this Agreement,the individuals identified below are hereby designated representatives of the
respective parties. Either party may from time to time designate in writing a new or substitute representative(s):
For Social Services: For the Contractor:
Weld County Housing Authority A Woman's Place
Thomas Teixeira,Executive Director Sharon Mitchell,Director
Name Title Name Title
Contract No.: FY02-GA-500
13. Notice
All notices required to be given by the parties hereunder shall be given by certified or registered mail to the
individuals at the addresses set forth below. Either party may from time to time designate in writing a substitute
person(s)or address to whom such notices shall be sent:
To: To:
Thomas Teixeira JohnEisenman,President
Director P.O.Box 71
PO Box 130 Greeley,CO 80632
Greeley, CO 80632
14. Litigation
The Contractor shall promptly notify Social Services in the event that the Contractor learns of any actual litigation
in which it is a party defendant in a case which involves services provided under this Agreement. The Contractor,
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, shall deliver copies of such document(s) to the Social
Services' Director. The tens "litigation" includes an assignment for the benefit of creditors, and filings in
bankruptcy,reorganization and/or foreclosure.
15. Termination
This Agreement may be terminated at any time by either party given thirty(30)days written notice and is subject to
the availability of funding.
16. Entire Agreement
This Agrcaient,together with all attachments hereto,constitutes the entire understanding between the parties with
respect to the subject matter hereof,and may not be changed or modified except as stated in Paragraph 10 herein.
IN WITNESS WHEREOF,the parties hee-�ttoo ave duly executed the Agreement as of the day,month,and year first above
"
written. y/ Y' I?
ATTEST:
Weld County yd fl1 ARD OF COUNTY COMMISSIONERS
Clerk to the cBoard ( Jk g LD COUNTY,COLORADO
C _ _-. / ✓IKI �
Deputy Clerk J v air Glenn Vaad, rCl
V � (cl3/a5/2Dda)
APPRO D AS TO FOpdcI/
(4,
Co Attom '
LD COUNTY HOUSING AUTHORITY AWOMAN'SPLAC INC.
By: By: Jn
ohn Eisenman,President
4 n tL
By: / � ��u. BY:
for Executive Director
Contract No.: FY02-GA-500
EXHIBIT A
SCOPE OF SERVICES
I. General Scope of Services
Under the Emergency Shelter and Case Management Services administered by Social Services, the
Contractor agrees to participate in the program by providing:
A. Emergency shelter services to an individual or family who does not have a place to stay for the night
and does not have the financial resources to secure a place to stay.
B. Case management services to a homeless family eligible for such services shall consist of the
following participant criteria
I)Introductory Contact
The first 2-4 days at A Woman's Place is spent doing crisis intervention, domestic violence
assessment and education,a safety plan,and adjustment to the house etc.Case management at this
point is legal advocacy and enrolling children in school if needed.Individual and group counseling
is the requirement at this time
2)Within a week
The case manager reminds the client that she must follow through on her intake agreement to
apply for food stamps, AFDC, housing, etc. Appropriate forms are given to the client at this
time. The case manager works with the client to fill these forms out if necessary. Client may
begin to identify needs and problems.
3)Second Week
Case manager follows up with the client to determine if the client has made contact with the
referral resource.A case management check list will be used for appropriate referrals and follow
up. Client continues to look at problems and how to solve them.
4)Third Week
The client has settled down and must be committed to developing a plan for stabilizing her
life. This may include school, employment, life skills, etc. The client must demonstrate what
she intends to do to keep herself out of an abusive relationship and become self-sufficient.
At this point the client should know what she needs or wants. The case manager utilizes her
A-Z Resource Guide for referrals.
5)Fourth Week
Most clients have followed their plans and have found housing, so they can move out .
Should they not follow through, during the first through the fourth week,they will be given
a verbal or written warning and asked to leave.
C.The Seven Client Responsibilities
1)Abide by the Rules of the Program
A client's signed contractual agreement will be place in the her file,and if there are any
infractions, it will be documented in the progress/staff notes. The signed contract is not to be
removed from the file and only viewed in the file by staff.The signed substance abuse
Contract No.: FY02-GA-500
Exhibit A(Continued)
agreement,medical release form,house contract,informed consent form,and release of
information form are placed in her file,and any infraction on these will be recorded.
2)Meet with Counselor/Case manager
The client is required to meet with the case manager two times a week.The case manager At a
Glance Checklist will be utilized and placed in the file. Another form called Case
Management Notes will be used to document case management activities. Identification of
problems/obstacles will be documented as well as how to overcome obstacles.Mother sheet
called the Legal Advocacy form will be incorporated to document legal activities,which will
permit better documentation.
3)Follow through With Referrals
Safety issues and crisis intervention are the top priority during the first four days.Follow up
activities will be documented in the Case Management Notes.
4)Pursue Employment
Some clients have employment and continue to be employed. For any women served by the
safehouse safety issues complicate this issue.Many women apply for AFDC andFood Stamps
during the first week. Many of the women served have low work skills or have not been
employed since high school. An assessment is made through the case management plan to
determine if employment skills enhancements such as education is needed. By the third or
fourth week,employment and school goals become more of a reality and may be modified as
needed.
5)Look for Housing
Many clients are seeking temporary safe housing. Some may return home with restraining
orders and go back to their own residence. Many do not want to leave their homes,jobs,
friends, etc. For those in need of housing, the client is asked to apply for assisted housing
within a week to ten days. Within 30 days the client must find alternative housing.
Extensions are granted only under special circumstances.
6) Provide documentation/information and ensure updated information/change in status. Use a
goal sheet that will reflect goal changes and Case Management Notes will also better reflect
changes in status and updated information.
7) Be Alcohol/Substance Abuse Free
Signed agreement restricting usage will be placed in each client's file.Any infraction will be
documented in the Case Management or Staff Notes sheets.
2. Eligible Recipients
Social Services shall be responsible for payment of:
A. Emergency shelter services provided by the Contractor to eligible recipients. Eligibility for such
services shall be within the admittance criteria established by the Contractor. The maximum
days of reimbursement by Social Services for services to the individual is thirty(30)days per
incident.
Contract No.: FY02-GA-500
Exhibit A(Continued)
B. Case management services to a homeless family eligible for such services shall:
1) be within the admittance criteria established by the Contractor,and
2) meet the definition of case management for the homeless,as defined by Social Services.
Contract No.: FY02-GA-500
Contract No.: FY01-GA-500
EXHIBIT B
PAYMENT SCHEDULE
1. Funding and Method of Payment
Social Services agrees to reimburse to the Contractor,in consideration for the work and services performed,a total
amount not to exceed Twenty—two thousand thirty-six dollars($22,036.00)through the Weld County General
Assistance Program. The allocation is broken down into two categories as follows:
a. Shelter reimbursement and maximum funding level of Twelve thousand three hundred seventy eight
dollars($12,378);and
b. Case management reimbursement and maximum funding level of nine thousand six hundred fifty-eight
dollars($9,658)
Expenses incurred by the Contractor,in association with said project prior to the term of this Agreement,are not
eligible General Assistance expenditures and shall not be reimbursed by Social Services.
Payment pursuant to this Contract,if Weld County funds,whether in whole or in part,is subject to and contingent
upon the continuing availability of Weld County funds for the purposed hereof. In the event that said funds,or any
part thereof,become unavailable as determined by Social Services,Social Services may immediately terminate this
Contract or amend it accordingly.
2. Fees for Services
a. Fees for services shall be charged by an individual in accordance with criteria set for the Exhibit A.
Emergency shelter services shall be limited to a maximum stay of thirty(30)days per incident.
b. Prompt billing for completed services is imperative. No authorizations shall be made for billings
submitted more than 120 days after the date of service.
c. The maximum reimbursement rate under the agreement shall be the sum of$13.75 per individual per
night shelter care and$327.00 per unit cost for case management of a homeless family.
d. The Contractor agrees to pursue available resources from the client that may be available to alleviate the
need for general assistance.
e. The Contractor agrees to not pursue general assistance for any person who has sufficient resources to
alleviate the need for general assistance.
3. Submittal of Reimbursement Forms
Billings for payment shall be submitted to the Weld County Housing Authority,P.O.Box 130,Greeley,Colorado
80632. When submitting billings for payment, the Contractor shall itemize all costs according to the
reimbursement form provided by Social Services. The Contractor must,in the billing statement,include client
name,eligibility code,Social Security Number,date of arrival,date of departure,total days housed and the number
of children. Failure to comply with these provisions shall result in disapproval of the charges by Social Services.
Contract No.: FY02-GA-500
EXHIBIT C
ASSURANCES
1. The Contractor agrees it is an independent contractor and that its officers and employees do not become employees
of Weld County,nor are they entitled to any employee benefits as Weld County employees,as the result of the
execution of this Agreement.
2. Weld County,the Board of County Commissioners of Weld County,its officers and employees,shall not be held
liable for injuries or damages caused by any negligent acts or omissions of Contractor or its employees,volunteers,
or agents while performing duties as described in this Agreement. Contractor shall indemnify,defend,and hold
harmless Weld County, the Board of County Commissioners of Weld County, its employees, volunteers,and
agents. The Contractor shall provide adequate liability and worker's compensation insurance for all its employees,
volunteers,and agents engaged in the performance of the Agreement upon request,the Contractor shall provide
Social Services with the acceptable evidence that such coverage is in effect.
3. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers
or employees may possess,nor shall any portion of this Agreement be deemed to have treated a duty of care with
respect to any persons not a party to this Agreement.
4. No portion of this Agreement shall be deemed to create an obligation on the part of the County of Weld,State of
Colorado,to expend funds not otherwise appropriated in each succeeding year.
5. If any section, subsections, paragraph, sentence,clause, or phrase of this Agreement is for any reason held or
decided to be unconstitutional,such decision shall not effect the validity of the remaining ning portions. The parties
hereto declare that they would have entered into this Agreement and each and every section, subsection,
paragraph,sentence,clause,and phrase thereof irrespective of the fact that any one or more sections,subsections,
paragraphs,sentences,clauses,or phrases might be declared to be unconstitutional or invalid.
6. No officer, member or employee of Weld County and no member of their governing bodies shall have any
pecuniary interest,direct or indirect,in the approved Agreement or the proceeds thereof.
7. The Contractor assures that they will comply with the Title VI of the Civil Rights Act of 1986 and that no person
shall,on the grounds of race,creed,color,sex,or national origin,be excluded from participation in,be denied the
benefits of,or be otherwise subjected to discrimination under this approved Agreement.
8. The Contractor assures that sufficient,auditable,and otherwise adequate records that will provide accurate,current,
separate,and complete disclosure of the status of the funds received under the Agreement are maintainedforthree
(3)years or the completion and resolution of an audit. Such records shall be sufficient to allow authorized local,
Federal,and State auditors and representatives to audit and monitor the Contractor.
9. All such records,documents,communications,and other materials shall be the property of Social Services and shall
be maintained by the Contractor,in a central location and custodian,in behalf of Social Services,for a period of
three(3)years fion the date of final payment under this Contract,or for such further period as maybe necessary to
resolve any matters which may be pending,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
three(3)year period,or if audit fndings have not been resolved after a three(3)year period,the materials shall be
retained until the resolution of the audit finding.
10. The Contractor assures that authorized local,federal and state auditors and representatives shall,during
Contract No.: FY02-GA-500
Exhibit C(Continued)
business hours,have access to inspect any copy records,and shall be allowed to monitor and review through on-site
visits,all contract activities,supported with funds under this Agreement to ensure compliance with the terms of this
Agreement. Contracting parties agree that monitoring and evaluation of the performance of the Agreement shall be
conducted by appropriate funding sources. The results of the monitoring and evaluation activities shall be provided
to the appropriate and interested parties.
11. This Agreement shall be binding upon the parties hereto,their successors,heirs,legal representatives,and assigns.
The Contractor of Social Services may not assign any of its rights or obligations hereunder without the prior
written consent of both parties.
12. The Contractor certifies that Federal appropriated funds have not been paid or will be paid,by or on behalf of the
Contractor,to any person for influencing or attempting to influence an officer or employee of an agency,a Member
of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the
awarding of any Federal contract,the making of any federal grant,the making of any federal loan,the entering into
of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any
Federal contract,loan,grant,or cooperative agreement.
13. The Contractor assures that it will fully comply with the General Assistance Program regulation promulgated,and
all other applicable federal and state laws,rules and regulations. The Contractor understands that the source of
funds to be used under this Agreement is: General Assistance Funds.
14. The Contractor assures and certifies that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by a federal department of agency;
b. Have not, within a three-year period of preceding this Agreement, been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in connection with
obtaining,attempting to obtain,or performing a public(federal,state,or local)transaction or contract
under a public transaction;violation of federal or state antitrust statutes or commission of embezzlement,
theft,forgery,bribery,falsification or destruction of records,making false statements,or receiving stolen
Property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity(federal,
state, or local) with commission of any of the offenses enumerated in paragraph 11(b) of this
certification;and
d. Have not within a three-year period preceding this Agreement, had one or more public transactions
(federal,state,and local)terminated for cause or default.
15. The Appearance of Conflict of Interest applies to the relationship of a contractor with Social Services when the
Contractor also maintains a relationship with a third party and the two relationships are in opposition. In order to
create the appearance of a conflict of interest,it is not necessary for the contractor to gain from knowledge of these
opposing interests. It is only necessary that the contractor know that the two relationships are in opposition.
During the term of the Contract the Contractor shall not enter any third party relationship that gives the appearance
of creating a conflict of interest. Upon learning of an existing appearance of a conflict of interest situation,the
Contractor shall submit to Social Services, a full disclosure statement setting forth the details that create the
appearance of a conflict of interest. Failure to promptly submit a disclosure statement required by this paragraph
shall constitute grounds for Social Services'termination,for cause,of its contract with the Contractor.
16. Contractor shall protect the confidentiality of all applicant records and other materials that are maintained
Contract No.: FY02-GA-500
Exhibit C(Continued)
in accordance with this Contract. Except for purposes directly connected the administration of the General
Assistance Program,no information about or obtained from any applicant/recipient in possession of Contractor
shall be disclosed in a form identifiable with the applicant/recipient or a minor's parent or guardian. Contractor
shall have written policies governing access to,duplication and dissemination of,all such information. Contractor
shall advise its employees, agents and subcontractors, if any, that they are subject to these confidentiality
requirements. Contractor shall provide its employees,agents,and subcontractors,if any,with a copy or written
explanation of these confidentiality requirements before access to confidential data is permitted.
17. Proprietary information for the purposes of this contract is information relating to a party'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(1)lawfully obtained from third parties,(2)that which is in the
public domain,or(3)that which is developed independently.
Neither party shall use or disclose directly or indirectly without prior written authorization any proprietary
information concerning the other party obtained as a result of this Contract. Any proprietary information removed
from the State's site by the Contractor in the course of providing services under this Contract will be accorded at
least the same precautions as are employed by the Contractor for similar information in the course of its own
business.
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