HomeMy WebLinkAbout20041511.tiff RESOLUTION
RE: APPROVE MASTER CONTRACT WITH COLORADO DEPARTMENT OF PUBLIC
HEALTH AND ENVIRONMENT 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 Colorado
Department of Public Health and Environment between the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County, on behalf of the Weld County
Department of Public Health and Environment,and the Colorado Department of Public Health and
Environment, commencing July 1, 2004, and ending June 30, 2009, 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 Colorado Department of Public Health and
Environment between the County of Weld,State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Department of Public Health and
Environment, 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.
The above and foregoing Resolution was, on motion duly made and seconded,adopted by
the following vote on the 26th day of May, A.D., 2004.
BOARD OF COUNTY COMMISSIONERS
W )D CCOhUNTY, COLORADO
�//�/ Robert D. Masden, Chair
flu.; ° ,.�.Jerk to the Board nal taisv tt..c,-;
watta� William H. ke, Pro-Tem
,O(9 1 clerk to the Board �i�
M. eile
APPRO S TO F
EXCUSED
Lam_ David E. Long
my Attorney
GI Vaad� ,
Date of signature: 4 `9-e/
2004-1511
H L0031
P� rlL_ Cab-LAO - fti -
oy
jt ,t4s- Memorandum
' TO: Rob Masden, Chair
OBoard of County Commissioners
• From: Mark E. Wallace, MD, MPH, Director
COLORADO Department of Public Health an 'Ysr\
Environment ``A� A V
DATE: May 21, 2004 U\�
SUBJECT: Master Contract with Colorado
Department of Public Health and
Environment
Enclosed for Board review and approval is a Master Contract between Weld County and the
Colorado Department of Public Health and Environment (CDPHE).
The intent of this contract is to create a vehicle through which the parties can enter into
simplified task orders, task order renewal letters, or task order change order letters for the
purchase and delivery of health and environmental services for the citizens of Weld County and
to establish the terms and conditions under which these activities will be performed. Neither
CDPHE nor Weld County incurs a financial obligation to the other party by entering into this
contract. Each program specific task order with an accompanying statement of work will
delineate the budget, deliverable services, and time period of the task order. Weld County may
accept or reject any task order, task order renewal letter, or change order letter offered by the
State under this Master Contract.
The time period of this contract is from July 1, 2004 through June 30, 2009. I recommend your
approval.
Enclosure
2004-1511
•
DEPARTMENT OR AGENCY NAME
COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT
DEPARTMENT OR AGENCY NUMBER
FAA
CONTRACT ROUTING NUMBER
05-00054
APPROVED MASTER CONTRACT PROGRAM WAIVER#154
MASTER CONTRACT
This MASTER CONTRACT is made this 1O day of April,2004,by and between the State of Colorado,for the use
and benefit of the COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT,whose
address or principal place of business is 4300 Cherry Creek Drive South,Denver,Colorado 80246 hereinafter
referred to as"the State";and BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY(a political
subdivision of the state of Colorado),whose address or principal place of business is 915 10th Street,3r°Floor,
Greeley,Colorado 80631, for the use and benefit of the Weld County Department of Public Health and
Environment,whose address or principal place of business is 1555 North 17th Avenue,Greeley,Colorado 80631,
hereinafter referred to as"the Contractor".
WHEREAS,section 29-2-101,9 C.R.S.,as amended,encourages governments to make the most effective and
efficient 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;
WHEREAS,it is the intent of the parties in entering into this Master Contract:to provide for the continued and
future services by the Contractor related to the performance of various health and environmental programs;and to
ensure that the citizens of Weld County,Colorado are provided with effective and efficient health and
environmental administrative management and community outreach activities in a manner designed to encourage
their participation in these programs;
WHEREAS,the State and the Contractor agree that the most effective and efficient way to provide these services is
at the local level;
WHEREAS,the State has formulated a comprehensive plan and applicable budgets relative to the State's programs
and services which allocates funds to the Contractor in order to provide health and environmental services to the
citizens of Weld County Colorado;
WHEREAS,funding under this Master Contract shall be allocated to the Contractor through program specific Task
Orders;
WHEREAS,as of the effective date of this Master Contract,the State has a currently valid Group II purchasing
delegation agreement with the Division of Finance and Procurement within the Colorado Department of Personnel
and Administration;
WHEREAS,this procurement is exempt from the Colorado Procurement Code and Rules because the Contractor is
a political subdivision of the State of Colorado;
WHEREAS,the State deems the Contractor to be a responsible and responsive agency to provide health and
environmental services in Weld County,Colorado because it has adequate facilities,personnel,and equipment;
WHEREAS,the State deems it to be in the best interests for the protection of human health and the environment to
engage the Contractor to perform the work identified in a specific Task Order subject to the terms and conditions of
Page 1 of 15
•
this Master Contract;
WHEREAS,the Contractor deems it to be in the interest of the protection of human health and the environment to
perform the work stated herein and as further described in the specific Task Order related hereto; and
WHEREAS,all required approvals,clearances,and coordination have been accomplished from and with all
appropriate agencies.
NOW THEREFORE,in consideration of their mutual promises to each other,hereinafter stated,the Parties hereto
agree as follows:
A. PERIOD OF PERFORMANCE AND CONTRACT TERMINATION. The effective date of this
Master Contract is July 1.2004,or on such other date as this Master Contract is approved by the State
Controller,whichever is later. The term of this Master Contract shall commence on July 1,2004 and
continue through and including June 30.2009,unless sooner terminated by the parties pursuant to the terms
and conditions contained in this Master Contract. Subject to annual appropriations of the Contractor,if the
Contractor does not receive sufficient annual appropriations to fund its continued performance of a Task
Order,or Task Orders,issued pursuant to this Master Contract,then the Contractor may terminate a Task
Order,or Task Orders,upon thirty(30)calendar days written notice to the State.
B. DEFINITIONS.
1. "State Project Manager"(SPM),means the project or contract manager within the applicable
State program responsible for overseeing the accomplishment of a specific Task Order,and its
accompanying Statement of Work and budget.
2. 'Statement of Work"(SOW),means a statement of program specific services to be provided by
the Contractor,which statement is attached to a related Task Order.
3. "Task Order"(TO),means a subordinate document to this Master Contract which is signed by the
State and the Contractor,is approved by the State Controller and the Attorney General,and has
attached to it(a)program specific SOW(s)with(an)accompanying budget(s). A sample TO is
attached hereto as"Attachment A".
4. "Task Order Change Order Letter"(TOCOL),means a change order letter which is signed by
the State and the Contractor,is approved by the State Controller,and includes a revised SOW and
accompanying revised budget. A sample TOCOL is attached hereto as"Attachment B".
5. "Task Order Renewal Letter" (TORL),means a renewal letter which is signed by the State and
the Contractor,is approved by the State Controller,and includes a revised SOW and
accompanying revised budget. A sample TORL is attached hereto as"Attachment C".
C. GENERAL.
1. It is the express intent of the parties in entering into this Master Contract: to create a vehicle
through which the parties can enter into a simplified TO for the purchase and delivery of health
and environmental services;to stipulate that the Contractor is an approved entity to perform certain
activities for the State;and,to set forth the terms and conditions under which these activities shall
be performed by the Contractor. Neither party incurs a financial obligation to the other party
merely by entering into this Master Contract. The parties expressly acknowledge that while this
Master Contract authorizes the purchase of health and environmental services pursuant to its terms
and conditions,no specific purchase of health and environmental services is made by this Master
Contract. The State may purchase health and environmental services from the Contractor,and the
Contractor may provide health and environmental services to the State,under this Master Contract
Page 2 of 15
•
through a TO. A TO incorporates by reference all of the terms and conditions of this Master
Contract. A TO may have additional program specific requirements in the body of that TO. When
the State and the Contractor mutually agree upon the health or environmental services to be
purchased from and performed by,the Contractor,the parties may enter into a TO,with an
accompanying SOW and budget, for the purchase and delivery of those health and environmental
services. The State's financial obligation to the Contractor for specific health and environmental
services accrues only upon the execution of a TO authorizing the Contractor to deliver those
specific health and environmental services.
D. DUTIES AND OBLIGATIONS OF THE CONTRACTOR.
1. The Contractor's obligations under this Master Contract are: to remain willing and able to provide
health and environmental services; and,to perform those health and environmental services
pursuant to(a)TO(s) for the duration of this Master Contract. If at some time after the execution
of this Master Contract,the Contractor becomes unable to complete its obligations under this
Master Contract or(an)associated TO(s),then the Contractor may terminate this Master Contract,
or the associated TO(s)pursuant to the termination provisions hereinafter set forth.
2. The Contractor shall be responsible for the professional quality,technical accuracy,timely
coordination of the delivery,and satisfactory completion,of all health and environmental services
proposed and furnished by the Contractor under this Master Contract and(an)associated TO(s).
3. The Contractor expressly acknowledges that this Master Contract sets forth the general and special
contractual terms and conditions of the parties,and that a TO sets forth the work specifically
contracted for by the State with the Contractor. Notwithstanding any other provision herein to the
contrary,the SOW in a TO shall govern the delivery of health and environmental services by the
Contractor under that TO. However,in the event of a conflict between a SOW and this Master
Contract,this Master Contract shall control.
4. Except as may otherwise be specifically limited in this Master Contract,the Contractor shall
provide all necessary personnel,materials,equipment,and facilities,among other things,which
may be required to effectively and efficiently deliver the health and environmental services and
complete the tasks described in a TO issued pursuant this Master Contract. The Contractor may
subcontract the performance of some,or all,of the health and environmental services to be
provided under a TO. A subcontractor shall be subject to all of the terms,conditions,duties,and
obligations of a TO.
5. The Contractor may accept or reject any TO,TOCOL,or TORL offered by the State under this
Master Contract.
E. COMPENSATION.
1. In order to receive compensation under a TO,the Contractor must: timely and satisfactorily
perform and complete the deliverables described in that TO's accompanying SOW;and,comply
with the general terms and conditions of this Master Contract and the program specific terns and
conditions of the TO. The Contractor shall be paid by the State for all deliverables timely and
satisfactorily completed by the Contractor and accepted by the State in accordance with the rates
set forth in a TO.
2. The Contractor shall submit a"Contract Reimbursement Statement"(CRS),a copy of which shall
be attached to each TO by the State,to the SPM to request payment in the amounts stipulated in
the TO's accompanying budget. The Contractor shall not invoice more frequently,or in amounts
which exceed,those stipulated in the TO's accompanying budget. A CRS shall: reference this
Master Contract by its contract routing number,which contract routing number appears on page 1
hereof;reference the associated TO by its contract routing number,which contract routing number
Page 3 of 15
appears on page 1 thereof;be based upon the billing mechanism established in the TO's SOW;
and,contain all necessary supporting data,and subcontractor invoices,if any,covering the work
shown on the CRS. The Contractor shall maintain original documentation for all expenses related
to the Contractor's performance under each TO. Subject to verification by the State of the
Contractor's timely and satisfactory compliance with the terms and conditions of a TO,and upon
approval of the Contractor's C RS,payment shall be made to the Contractor no later than sixty(60)
calendar days after the State's receipt of the Contractor's CRS.
3. If the State believes in good faith that certain expenses contained in the Contractor's CRS are not
allowable and allocable under a given TO,then the State shall notify the Contractor in writing of
those expenses that the State believes are not allowable and allocable under that TO. The
Contractor may either submit an amended CRS to the State which contains only those allowable
and allocable expenses for that TO,or initiate the dispute resolution process described below. The
State shall reimburse the Contractor for all undisputed expenses on a CRS within sixty(60)
calendar days of the State's receipt of the Contractor's CRS. The State shall not reimburse the
Contractor for any disputed expense until the dispute has been resolved.
F. ISSUANCE OF TASK ORDER;AUTHORIZATION TO COMMENCE WORK;REVISIONS
TERMINATION,AND RENEWAL.
1. Issuance Of Task Order. A TO is comprised of the TO itself and an accompanying SOW and
budget. The State will not issue a TO unless the State believes that the SOW attached to the TO
can be completed by the Contractor in a timely and satisfactory manner within the fiscal constraints
of the budget attached to that TO. Each issuing program of the State shall include all unique
provisions required by its particular program,and program grant(s),if any, in the TO and the
accompanying SOW. A TO,regardless of which State program issues it,must utilize the format
attached hereto as Attachment B. A TO incorporates by reference all terms and conditions of this
Master Contract. However,a TO cannot change any of the terms or conditions of this Master
Contract. A TO only describe the work to be performed under an accompanying SOW and budget.
A TO can stipulate any specific per diem rates as may be necessary. A TO can also include a
program's total dollar appropriation for all services to all contractors for a similar type of work,so
long as each TO complies with the terms and conditions of this Master Contract. In any event,
under this Master Contract,the Contractor is only authorized to provide and perform those health
and environmental services which have been authorized in a TO's SOW.
Each TO shall include effective commencement and expiration dates for all work to be performed
under that TO's SOW. A previously executed TO's period of performance can extend beyond the
expiration date of this Master Contract. However,the Master Contract's terms and conditions shall
govern any TO which continues beyond the expiration date of this Master Contract. A new TO,
TOCOL,or TORL cannot be executed or issued after this Master Contract has expired.
The State shall use a TO to purchase health and environmental services from the Contractor based
on the specifications of the accompanying SOW and at the rates specified in the accompanying
budget. If the Contractor believes in good faith that the health or environmental services requested
by the State can be provided or performed by the Contractor within the proposed time and budget
set forth in the accompanying SOW and budget,and if the TO is otherwise acceptable to the
Contractor,then the Contractor shall have its authorized representative,as defined and appointed
in this Master Contract,sign the TO and,the SOW and accompanying budget. The Contractor
shall submit the TO,with its accompanying SOW and budget to the State. The State is not
required to approve or accept any unilateral changes made by a Contractor to a TO's
accompanying SOW or budget,if such changes are deemed to be unacceptable by the State. If the
parties cannot agree upon a SOW or budget,then the State may contract with another contractor to
do the work. Upon full execution of the TO,this Master Contract and the TO,as well as all
attachments to the Master Contract and the TO,shall merge into and become one whole and fully
integrated TO separate from this Master Contract or any other TO. As a consequence,each
Page 4 of 15
provision of this Master Contract shall become part of,and control,each separate TO issued
pursuant this Master Contract.
2. Authorization To Commence Work. When received by the Contractor and signed by the State,
each appropriately executed and issued TO shall authorize the Contractor to perform the work
outlined in that TO's accompanying SOW during the term of that TO,and within the fiscal
constraints of the TO's accompanying budget. The State is not liable for any payment to the
Contractor for any work performed by the Contractor,or the Contractor's subcontractors,unless a
TO has been previously executed by the parties. Additionally,the State is not liable for payment
to the Contractor,or the Contractor's subcontractors,for any work performed before a TO's
effective commencement date or after a TO's effective expiration date. MI services,once
undertaken by the Contractor,shall be completed in accordance with the time schedules and
budget constraints set forth in the TO's accompanying SOW and budget.
3. Changes. The State may prospectively increase or decrease the total reimbursement amount
payable under a TO for the delivery of health and environmental services described in its
accompanying SOW and budget through a TOCOL. A TOCOL is issued by the State and must be
accepted by the Contractor before it is effective. A revised SOW and budget must accompany the
TOCOL To be effective,the TOCOL shall be signed by the State,and the Contractor;and,
approved by the State Controller or an authorized designee thereof. Upon proper execution and
approval,a TOCOL shall become an amendment to the associated TO and,except for the General
and Special Provisions of this Master Contract,shall supersede,govern,and control the TO in the
event of a conflict between the two. In no event shall the Contractor be paid any funds in excess of
the amount approved in the TOCOL.
It is expressly understood and agreed to between the parties that the TOCOL may only be used for
increased or decreased funding,adjustments to service levels,increased or decreased work in the
SOW,FTE adjustments,and revisions to any budget line items related to the associated TO. If the
Contractor does not accept the TOCOL,then the State may,upon written notice to the Contractor,
terminate the associated TO after exhausting the other remedies provided for herein. Such written
notice shall specify the effective date of termination. In the event of termination,the liability of
the parties for further performance of the terms of the associated TO shall thereupon cease.
However,the parties shall not be relieved of their respective duties and obligations under the TO
until the effective date of termination has passed.
4. Renewal. The State may renew a TO through a TORL. A TORL is issued by the State and must
be accepted by the Contractor. A new SOW and budget must accompany the TORL. To be
effective,the TORL shall be: signed by the State,and the Contractor;and,approved by the State
Controller or an authorized designee thereof. Upon proper execution and approval,a TORL shall
become an amendment to the associated TO and,except for the General and Special Provisions of
this Master Contract,shall supersede,govern,and control the TO in the event of a conflict between
the two.In no event shall the Contractor be paid any funds in excess of the amount approved in the
TORL.
It is expressly understood and agreed to between the parties that the TORL may only be used for
increased or decreased funding,adjustments to service levels, increased or decreased work in the
SOW,FTE adjustments,and revisions to any budget line items related to the associated TO.
If the Contractor does not accept the TORL,then the State may,upon written notice to the
Contractor,terminate the associated TO after exhausting the other remedies provided for herein.
Such written notice shall specify the effective date of termination. In the event of termination,the
liability of the parties for further performance of the terms of the associated TO shall thereupon
cease. However,the parties shall not be relieved of their respective duties and obligations under
the TO until the effective date of termination has passed.
Page 5 of 15
5. Termination. A TO expires upon its effective expiration date unless sooner terminated by either
party as provided for herein. A written notice terminating a TO shall specifically identify the
particular TO(s)so terminated. The State shall reimburse the Contractor for all work timely and
satisfactorily performed by the Contractor and accepted by the State up to the effective date of
termination unless otherwise prohibited by this Master Contract. If this Master Contract is
terminated prior to its expiration date,then all TOs shall be simultaneously terminated. A TO can
be terminated under any of the terms or conditions of this Master Contract or the TO. However,
each TO must be terminated by giving appropriate written notice thereof to the other party that a
particular TO is being terminated. A TO can be terminated without terminating this Master
Contract.
G. DISPUTE RESOLUTION. If a dispute involving this Master Contract,a TO,TOCOL,or TORL arises
between the parties under this Master Contract,then the parties shall make an initial attempt to resolve that
dispute at the lowest level possible within each agency. If the dispute cannot be resolve at this level,then
the dispute shall be referred to an appropriate intermediate level within each agency. If the dispute cannot
be resolved at this intermediate level,then the dispute shall be referred to senior management for each
agency. If the dispute cannot be resolved at the senior management level,then the following procedures
shall be utilized by the parties:
1. Notice of Breach. If either party believes in good faith that the other party has failed to timely and
satisfactorily perform under this Master Contract,a TO,TOCOL,or TORL,or has otherwise
committed a material breach of any of the above,and the dispute was not resolved as provided for
above,then the non-breaching party shall notify the breaching party in writing,by certified mail,
return receipt requested,of the alleged breach within ten(10)calendar days after the date dispute
resolution failed.
2. Right to Cure. Upon receipt of written notice of an alleged breach,the breaching party shall have
thirty(30)calendar days,or such additional time as may be agreed to between the parties,within
which to cure the alleged breach or,to notify the non-breaching party in writing,by certified mail,
return receipt requested,of that party's belief that a material breach has not occurred.
3. Available Remedies. If the breaching party fails to cure the breach within the above time period,
then the non-breaching party may pursue any and all remedies available to it at law or in equity.
H. ACCOUNTING SYSTEMS. The Contractor shall utilize an accounting system which accounts for costs
in accordance with generally accepted accounting principles. This accounting system shall provide for the
identification,accumulation,and segregation of allowable and unallowable costs among projects. The
Contractor must propose and account for costs in a manner consistent with its normal accounting
procedures. The parties are encouraged to utilize the State's Electronic Fund Transfer system to expedite
billing and payment.
AUTHORIZATION TO SUBCONTRACT. The State authorizes the Contractor to subcontract some,or
all,of the services which may be provided through a TO. However,a subcontractor is subject to all of the
terms and conditions of this Master Contract and the TO. Additionally,the Contractor remains ultimately
responsible for the timely and satisfactory completion of all work performed by a subcontractor under a TO.
If the Contractor desires to subcontract some,or all,of the services,which may be provided under this
Master Contract,then the Contractor shall obtain the prior,express,written consent of the State before
entering into any subcontract.
J. NOTICE PROCEDURE. All notices which are required or permitted to be given pursuant to this Master
Contract,and any associated TO,shall be in writing and contain a reference to this Master Contract's
contract routing number and any associated TO's contract routing number. All such notices shall be
deemed to have been given:when personally served; three(3)days after deposit in the United States Mail,
postage pre-paid,certified mail,return receipt requested;or,by facsimile transmission with written
confirmation of receipt, and addressed to the following parties or to such other addressee(s)as may be
Page 6 of 15
designated by a written notice complying with the foregoing requirements:
CONTRACTOR: STATE:
Judy Nero,Business Manager Gary Newell
Weld County Department of Colorado Department of Public Health and Environment
Public Health and Environment 4300 Cherry Creek Drive South,5'"Floor
1555 North 17'"Avenue Denver,CO 80246
Greeley,CO 80631
K. GENERAL PROVISIONS.
1. The parties warrant that each possesses actual,legal authority to enter into this Master Contract
and all associated TOs upon execution. The parties further warrant that each has taken all actions
required by its applicable laws,procedures,rules,or by-laws to exercise that authority,and to
lawfully authorize its undersigned signatory to execute this Master Contract,and all associated
TOs,and to bind that party to its terms upon execution. The person or persons signing this Master
Contract,a TO,or any attachments or amendments thereto,also warrant(s)that such person(s)
possesses actual, legal authority to execute this Master Contract,a TO,or any attachments or
amendments thereto,on behalf of that party upon execution.
2. If this Master Contract is in the nature of personal services,then the State reserves the right to
inspect services provided under this Master Contract at all reasonable times and places during the
term of this Master Contract. "Services",as used in this clause,includes services performed or
written work performed in the performance of services. Subject to the Section G. of this Master
Contract,if any of the services do not conform with the terms of this Master Contract,then the
State may require the Contractor to perform the services again in conformity with the terms of this
Master Contract,with no additional compensation to the Contractor for the reperformed services.
When defects in the quality or quantity of the services cannot be corrected by reperformance,then
the State may: require the Contractor to take all necessary action(s)to ensure that the future
performance conforms to the terms of this Master Contract;and,equitably reduce the payments
due to the Contractor under this Master Contract to reflect the reduced value of the services
performed by the Contractor. These remedies in no way limit the other remedies available to the
State as set forth in this Master Contract.
3. If,through any cause attributable to the State's or the Contractor's action(s)or inaction(s),a party
hereto: fails to fulfill,in a timely and proper manner,its duties and obligations under this Master
Contract;or,violates any of the agreements,covenants,provisions,stipulations,or terms of this
Master Contract,or an associated TO,then the non-breaching party shall thereupon have the right
to invoke all applicable statutory remedies by giving written notice thereof to the breaching party.
This written notice shall be given to the breaching party only after all other remedies provided for
this Master Contract have been exhausted. The written notice shall be given at least ten(10)
calendar days before the proposed invocation date and shall afford the breaching party the
opportunity: to cure the default;or,state why resort to applicable statutory remedies is otherwise
inappropriate. With the exception of medical records,if this Master Contract is subsequently
terminated or canceled for default,then all finished or unfinished data,documents,drawings,
evaluations,hardware,maps,models,negatives,photographs,reports,software,studies,surveys,
or any other material,medium or information,however constituted,which has been or is to be
specifically produced or prepared by the Contractor under a TO issued pursuant to this Master
Contract shall,at the option of the State,become the property of the State. The breaching party
shall be entitled to receive just and equitable compensation, if any, for any services or supplies
delivered to,and accepted by,the other party. If applicable,the breaching party shall return any
unearned advance payment,if any,it received under this Master Contract to the other party.
Notwithstanding the above,the breaching party is not relieved of liability to the other party for any
damages sustained by the other party because of the breaching party's breach of this Master
Page 7 of 15
Contract. The other party may withhold any payment due,if any, to the breaching party under this
Master Contract to mitigate the other party's damages until such time as the exact amount of the
other party's damages from the breach of this Master Contract are determined.
4. If this Master Contract involves federal funds,or compliance is otherwise federally mandated,then
the Contractor shall comply with the requirements of the following:
a. Office of Management and Budget Circulars A-21,A-87,or A-122,and A-102 or A-110,
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 Stat. 1494,Mar. 3, 1921,Chap.411,40 U.S.C.276A-5). This
Act requires that all laborers and mechanics employed by Master Contractors or
sub-Master Contractors 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 Acts mandate that no
person shall,on the grounds of race,color,national origin,age,or handicap,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 Master Contract,then the Contractor is in
compliance with the"Uniform Relocation Assistance and Real Property Acquisition
Policies Act",as amended(Public Law 91-646,as amended and Public Law 100-17, 101
Stat. 246-256);,
g. when applicable,the Contractor is in compliance with the provisions of the"Uniform
Administrative Requirements for Grants and Cooperative Agreements to State and Local
Governments"(Common Rule);and,
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 the State.
5. If this Master Contract involves federal funds,or compliance is otherwise federally mandated,then
by signing this Master Contract,the Contractor certifies 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.);and,
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,and agrees to comply with all applicable regulations pursuant to Executive Order
12549, including,Debarment and Suspension and Participants'Responsibilities,29 C.F.R.
98.510(1990).
Page 8 of 15
c. the Contractor shall comply with all applicable regulations pursuant to Section 319 of
Public Law 101-121,Guidance for New Restrictions on Lobbying, including,
Certification and Disclosure,29 C.F.R.93.110(1990); and,
d. the Contractor has not employed or retained any company or person,other than a bona
fide employee working solely for the Contractor,to solicit or secure this Master Contract
and that it has not paid or agreed to pay any person,company,corporation,individual,or
firm,other than a bona fide employee working solely for the Contractor,any fee,
commission,percentage,or gift,or other consideration contingent upon or resulting from
the award,or making,of this Master Contract. If the Contractor breaches or otherwise
violates this warranty,then the State shall have the right: to terminate this Master Contract
without liability of any kind,including but not limited to,termination costs;or,in its
discretion,to deduct from the contract price or otherwise recover from the Contractor the
full amount of such commission,percentage,brokerage or contingent fee.
6. If this Master Contract involves the expenditure of federal or state funds,then this Master
Contract is subject to,and contingent upon,the continued availability of those funds for payment
pursuant to the terms and conditions of this Master Contract. If those funds,or any part thereof,
become unavailable as determined by: the State on its behalf;or,the Contractor on its behalf, then
that party may immediately terminate this Master Contract and/or any associated TO(s)upon thirty
(30)calendar days written notice to the other party.
7. To be considered for payment,billings for payments pursuant to this Master Contract must be
received within a reasonable time after the period for which payment is requested,but in no event
no later than sixty(60)calendar days. Final billings under this Master Contract must be received
by the State within a reasonable time after the expiration of the associated TO,but in no event no
later than sixty(60)calendar days from the expiration date of the TO.
8. Unless otherwise provided for in a TO, "Local Match"shall be included on all monthly payment
statements,in the column provided therefor,as required by the funding source.
9. The Contractor shall not use federal funds to satisfy federal cost sharing and matching
requirements unless approved in writing by the appropriate federal agency.
10. If the Contractor expends federal funds from all sources(direct or from pass-through entities)in an
amount of$300,000($500,000 for its fiscal years ending after December 31,2003)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
$300,000($500,000 for its fiscal years ending after December 31,2003)or more during its fiscal year,
then the Contractor shall furnish one(I)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. This requirement is in addition to any other audit requirements contained
in other paragraphs of this Master Contract.
11. The Contractor shall grant to the State,or its authorized agents,access to the Contractor's relevant
Page 9 of 15
records and financial statements. The Contractor shall retain all such records and financial
statements for a period of six(6)years after the date of issuance of a final audit report. This
requirement is in addition to any other audit requirements contained in other paragraphs of this
Contract.
12. Unless otherwise provided for in a TO,for a TO with a term longer than three(3)months,the
Contractor shall submit a written progress report specifying the progress made for each activity
identified in that TO. The preparation and submission of progress reports in a timely manner is the
responsibility of the Contractor. Progress reports shall be submitted to the State within thirty(30)
calendar days of the end of each calendar quarter,or on the date specified in a TO. If the
Contractor fails to comply with this provision,then that failure: may result in a delay of payment of
fund to the Contractors;or,termination of the TO by the State as provided for herein.
13. The Contractor shall maintain a complete file of all records,documents,communications,and
other materials,which pertain to this Master Contract and all,associated TOs. Such materials 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 records of the Contractor. Copies of all such records,documents,
communications,and other materials shall be the property of the State 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 under this Master Contract and any associated
TO(s),or for such further period as may be necessary to resolve any pending matters,including,
but not limited to,audits performed by the federal government.
14. The Contractor authorizes the State and the federal government,or its authorized agents or
designees,to perform audits or make inspections of its records for the purpose of evaluating its
performance under this Master Contract and any associated TO(s)at any reasonable time during
the term of this Master Contract and for a period of six(6)years following the termination or
expiration date of this Master Contract. The Contractor shall make these records available to the
State and federal government at the Contractor's usual place of business. These records shall not
be removed from their storage location by the State or federal government,or its employees or
agents for any reason. The State or federal government shall have the right to reproduce records.
The State or federal government shall pay the Contractor for the Contractor's normal and
customary costs for copying records.
The Contractor shall permit the State,any appropriate federal agency or agencies,or any other
duly authorized governmental agent or agency,to monitor all activities conducted by the
Contractor pursuant to the terms and conditions of this Master Contract and any associated TO(s).
Such monitoring may include,but is not limited to: internal evaluation procedures,examination of
program data,special analyses,on-site checks,formal audit examinations,or any other reasonable
procedures. All monitoring shall be performed by the State in such a manner that it shall not
unduly interfere with the work of the Contractor,and subject to the other provisions of this
paragraph 14.
The State shall maintain all records related to this Master Contract for a period of six(6)years
after the expiration or termination of this Master Contract. The State grants the Contractor access
to these records for a period of six(6)years after the expiration or termination of this Master
Contract. The Contractor shall have the right to examine any directly pertinent books,documents,
papers,and other records of the State,which involve any transactions related to this Master
Contract. The State shall keep and maintain these records in the Denver metropolitan area. At the
written request of the Contractor,or its Auditor,the State shall make these records available to the
Contractor for inspection at a convenient location for the State within the Denver metropolitan
area. These records shall include,but are not limited to,receipts,vouchers,and accounts of any
kind pertaining to the performance of work by or for the Contractor. The Contractor,including its
Page 10 of 15
Auditor,its representatives,and any firm of auditors designated by the Contractor shall have the
right to inspect all such records maintained by the State during the State's normal hours of
operation. These records shall not be removed from their storage location by the Contractor,or its
employees or agents for any reason. The Contractor shall have the right to reproduce records. The
Contractor shall pay the State for the State's normal and customary costs for copying records.
15. Except as may otherwise be provided for in Article 72 of Title 24 of the Colorado Revised
Statutes,as amended [Public(Open)Records], if the Contractor obtains access to any records,
files,or information of the State in connection with,or during the performance of,this Master
Contract,or any associated TO(s),then the Contractor shall keep all such records, files,or
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 terminate this Master Contract
and/or any associated TO(s),without liability of any kind to the State,including termination costs.
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.
16. Unless otherwise agreed to in a written amendment executed and approved pursuant to the Fiscal
Rules of the State of Colorado,the parties agree that all material, information,data,computer
software,documentation,studies,and evaluations which are specifically produced in the
performance of this Master Contract,and any associated TO(s),as a"work for hire"under
applicable provisions of United States Copyright Law are the sole property of the State.
17. If any copyrightable material is produced under this Contract,then the State,and any applicable
federal funding entity,shall 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 hereinafter enacted.
Upon the written request of the state,the Contractor shall provide the State with three(3)copies of
all such copyrightable material.
18. 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 a TO. 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 such
publication.
19. 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 Master Contract;nor shall any delay or
failure constitute a default or give rise to any liability for damages if,and only to the extent that,
such delay or failure is caused by a supervening cause. As used in this Master Contract,
"supervening cause" is defined to mean: an act of God,fire,explosion,action of the elements,
strike,interruption of transportation,rationing,court action,illegality,unusually severe weather,
war,or any other cause which is beyond the control of the affected party and which,by the
exercise of reasonable diligence,could not have been prevented by the affected party.
20. It is expressly understood and agreed to between the parties that the enforcement of the terms and
conditions of this Master Contract,and all rights of action related to such enforcement,shall be
strictly reserved to the State and the named Contractor. Nothing contained in this Master Contract
shall give or allow any claim or right of action whatsoever to or by any third person. Nothing
contained in this Master Contract shall be construed as a waiver of any provision of the Colorado
Governmental Immunity Act,section 24-10-101 et seq.,C.R.S.,as amended. It is the express
intent of the State and the named Contractor that any person or entity,other than the State or the
named Contractor,receiving services or benefits under this Master Contract shall be deemed an
Page 11 of 15
incidental beneficiary only.
21. To the extent that this Master Contract may be executed and performance of the obligations of the
parties may be accomplished within the intent of this Master Contract,the terms of this Master
Contract are severable. If any term or provision of this Master Contract is declared invalid by a
court of competent jurisdiction,or becomes inoperative for any other reason,then such invalidity
or failure shall not affect the validity of any other term or provision of this Master Contract.
22. The waiver of a breach of a term or provision of this Master Contract shall not be construed as a
waiver of a breach.of any other term or provision of this Master Contract or,as a waiver of a
breach of the same term or provision upon subsequent breach.
23. If this Master Contract is in the nature of personal/purchased services,then,except for accounts
receivable,the rights,duties,and obligations of the Contractor cannot be assigned,delegated,or
otherwise transferred,except with the prior,express,written consent of the State.
24. Except as otherwise provided for herein,this Master Contract shall inure to the benefit of,and be
binding upon,the parties hereto and their respective successors and assigns.
25. Unless otherwise provided for in this Master Contract,the Contractor shall notify the State in
writing,within five(5)working days after being served with a summons,complaint,or other
pleading in a case which involves any services provided under this Master Contract and which has
been filed in any federal or state court or administrative agency.The Contractor shall immediately
deliver copies of any such documents to the State.
26. This Master Contract is subject to such modifications as may be required by changes in applicable
federal or state law,or federal or state implementing rules,regulations,or procedures of that
federal or state law. Any such required modification shall be automatically incorporated into,and
be made a part of,this Master Contract as of the effective date of such change as if that change was
filly set forth herein. The State shall inform the Contractor in writing of any such modification
within sixty(60)calendar days of the date the State knows of the modification.Except as provided
above,no modification of this Master Contract shall be effective unless such modification is
agreed to in writing by both parties in an amendment to this Master Contract that has been
previously executed and approved in accordance with applicable law.
27. Notwithstanding anything herein to the contrary,the parties understand and agree that all terms and
conditions of this Master Contract,and the exhibits and attachments hereto,which may require
continued performance or compliance beyond the termination or expiration date of this Master
Contract shall survive such termination or expiration date and shall be enforceable as provided
herein in the event of a failure to perform or comply by a party to this Master Contract.
28. Notwithstanding any other provision of this Master Contract to the contrary,no term or condition
of this Master 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(CGIA),section 24-10-101,et seq.,7 C.R.S.,as now or hereafter amended. The
parties understand and agree that liability for claims for injuries to persons or property arising out
of the alleged negligence of: the State,its departments,institutions,agencies,boards,officials,and
employees; or,the Contractor,its departments,institutions,agencies,boards,officials,and
employees is controlled and limited by the provisions of section 24-10-101 et seq.,7 C.R.S.,as
now or hereafter amended.
29. 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
Page 12 of 15
liabilities under the CGIA. If requested by the State, the Contractor shall provide the State with
written proof of such insurance coverage.
30. The captions and headings used in this Master Contract are for identification only,and shall be
disregarded in any construction of the terms,provisions,and conditions of this Master Contract.
31. The parties hereto agree that venue for any action between the Contractor and the State that relates
to this Master Contract shall be exclusively in the City and County of Denver,Colorado.
32. All attachments to this Master Contract are incorporated herein by this reference and made a part
hereof as if fully set forth herein. In the event of any conflict or inconsistency between the terms
of this Master Contract and those of a TO, the terms and conditions of this Master Contract shall
control. In the event of any conflict or inconsistency between the terms of a TO and those of any
attachment to the Master Contract,the terms and conditions of the TO shall control.
33. This Master Contract is the complete integration of all understandings between the parties as to the
use of a TO,TOCOL,or TORL issued under this Master Contract. No prior or contemporaneous
addition,deletion,or other amendment hereto shall have any force or affect 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 Master Contract
executed and approved pursuant to the Fiscal Rules of the State of Colorado.
L. SPECIAL PROVISIONS.
I. 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.
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
Page 13 of 15
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.
Page 14 of 15
The parties hereto have executed this Master Contract.
CONTRACTOR: STATE:
BOARD OF COUNTY COMMISSIONERS OF STATE OF COLORADO
WELD COUNTY Bill Owens,Governor
For the use and benefit of the Weld County
Department of Public Health and Environment
(a political)�subdivision of the
state of Colorado)
By: C11. ��X titiL By:
For the E cutive Director
Name: Robert D. Masden Colorado epartment of
(print name) 05/26/2004 Public Health and Environment
Title: Chair
(print title) PROGRAM APPROVAL:
• 84-6000813 By:
id
Ati
tifaffil
(Place seal here)
iterl'uf:y Clerk to the Board
LEGAL REVIEW:
WELD COUNTY DEPARTMENT OF COLORADO DEPARTMENT OF LAW
P IC HEALT �NVIROc OFFICE OF THE ATTORNEY GENERAL
BY: \ Ken Salazar,Attorney General
Mark E. Wallace, MD, MPH•Director
By:
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:
Arthur L.Barnhart
By: /Q
Date: (o —B— Gy
Page 15 of 15
��y-/si/
DEPARTMENT OR AGENCY NAME
COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT
***Program Name***
DEPARTMENT OR AGENCY NUMBER
***
CONTRACT ROUTING NUMBER
* *** *****
[SAMPLE TASK ORDER-ATTACHMENT 1]
This TASK ORDER is made this****day of********* ****,by and between: the State of Colorado,for the use t
and benefit of the COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT,whose
address or principal place of business is 4300 Cherry Creek Drive South.Denver,Colorado 80246 hereinafter
referred to as the State;and,the *(legal name of the contractor)*(a political subdivision of the state of
Colorado),whose address or principal place of business is****,hereafter referred to as the Contractor.
[NOTE TO DRAFTER: ALL TEXT WHICH APPEARS IN BRACKETS,IS EITHER EXPLANATORY
TEXT ONLY OR SAMPLE TEXT ONLY AND MUST BE DELETED IN THE FINAL VERSION OF
YOUR TASK ORDER.]
FACTUAL RECITALS
[THIS IS AN EXAMPLE OFA FACTUAL RECITALS SECTION. IT WILL BE NECESSARY FOR EACH
PROGRAM TO CUSTOMIZE THE FACTUAL RECITALS SECTION TO ACCURATELY STATE THE
FACTUAL CIRCUMSTANCES UNDER WHICH THE TASK ORDER IS ENTERED IN TO.]
Section 29-1201,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. To further the
objectives of section 29-201,C.R.S. as amended,the State has formulated a comprehensive State plan,with
associated budgets,for those programs and services provided by the State. This comprehensive State plan allocates
funds to political subdivisions of the state of Colorado in order to provide certain purchased services to the people of
Colorado. This funding is disbursed through Task Orders. Task Orders are issued pursuant to the terms and
conditions of a Master Contract. The State and the Contractor have executed a Master Contract with State contract
routing number** *** ******. All State Master Contracts and Task Orders with its political subdivision are
exempt from the personnel rules and,the procurement code and rules for the state of Colorado. [Section statutory
reference[e.g.,25-1-101,et seq.],C.R.S.,as amended requires the State to [describe service to be provided]. In
order to effectively utilize all legislative appropriations which have been made and provided therefore,the State has
determined that public [health] [environmental] services are desirable in[name of County or District],Colorado.
JDescribe the federal or state statutory basis for the Task Order (e.g.,Early and Periodic Screening,Diagnosis,
and Treatment services are required under the Medicaid program for needy individuals under age 21). Describe the
source and intended use of State=s money to pay Task Order (e.g.,the State has been awarded monies by the
Colorado Department of Human Services to implement EPSDT administrative case management and outreach to
eligible EPSDT families,etc.).The State deems it to be in the interests of the protection of human health and the
environment,and has developed Federal and State priorities for the(e.g.,Maternal and Child Health Block Grant,
etc...).]
As to the State,authority exists in the Law and Funds have been budgeted,appropriated,and otherwise made
available,and a sufficient uncommitted balance thereof,remains available for subsequent encumbering and payment
in Fund Numbers(s) ***,Organizational Unit Code(s)****,Appropriation Code(s) ***,Program Code(s) ******,
Function Code(s) ****,and Object Code(s)****under Task Order contract encumbrance number PO***
********** All required approvals,clearances,and coordination have been accomplished from and with all
appropriate agencies.
Page 1 of 7
NOW THEREFORE,in consideration of their mutual promises to each other,stated below,the parties hereto agree
as follows:
A. PERIOD OF PERFORMANCE. The proposed effective date of this Task Order is*********** ****.
However, in accordance with section 24-30-202(1),C.R.S.,as amended,the effective date of this Task
Order is the date the State Controller approves this Task Order. The initial term of this Task Order shall
commence on the effective date of this Task Order and continue through and including***********
****,unless sooner terminated by the parties pursuant to the terms and conditions of this Task Order and
the Master Contract. The Contractor may only commence performance under this Task Order as of its
effective date. The State shall have no financial obligation to the Contractor for any work or services or,
any costs or expenses, incurred by Contractor prior to the effective date of this Task Order. The total term
of this Task Order, including any renewals or extensions hereof,may not exceed five(5)years.
B. DUTIES AND OBLIGATIONS OF THE CONTRACTOR.
[NOTE TO DRAFTER: THIS DUTIES SECTION IS TAKEN FROM THE EPSDT TASK ORDER AND IS
INTENDED FOR INSTRUCTIONAL PURPOSES ONLY. THIS SECTION MUST BE CUSTOMIZED TO
REFLECT THE DRAFTER'S FEDERAL AND STATE STATUTORY,RULE,POLICY,AND
PROCEDURE REQUIREMENTS AND GUIDELINES.]
[1. The Contractor, in accordance with the terms and conditions of the Master Contract and this Task
Order,shall perform and complete in a timely and satisfactory manner all[describe program
services to be provided]. These services shall be performed in accordance with any additional
guidelines and/or training provided by the State in**********County,Colorado.]
[2. . . . ]
C. DUTIES AND OBLIGATIONS OF THE STATE
1. The Contractor shall be reimbursed in accordance with the budget,which is incorporated herein by
this reference,made a part of hereof attached hereto as Attachment*. In consideration for those
services timely and satisfactory performed by the Contractor under this Task Order,the State shall
cause to be paid to the Contractor an amount not to exceed*********DOLLARS ($*.**)for the
initial term of this Task Order. Of this total financial obligation,$*.**are identified as
attributable to a funding source of the United Task Order involves the expenditure of federal or
state funds. This Task Order is subject to,and contingent upon,the continuing availability of
those funds for the purposes hereof.
2. To receive compensation under this Task Order,the contractor shall submit a Task Order
Reimbursement Statement. A sample Task Order Reimbursement Statement is incorporated
herein by this reference,made a part hereof,and attached hereto as"Attachment*". All Task
Order Reimbursement Statements: shall reference the related Master Contract by its contract
routing number and this Task Order by its contract routing number;both of which numbers appear
on the first page of each document;shall be based upon the costs of the work and services
performed during the term of this 'Task Order;and,shall be supplemented or accompanied by
supporting data and subcontractor invoices,if any covering the work shown on the Task Order
Reimbursement Statement. The Contractor shall maintain original documentation for al costs
related to the Contractor's performance under this Task Order for a period of six(6) years
following the date of termination of this Task Order. Reimbursement during the initial,and any
renewal term of this Task Order shall be considered upon affirmation by the State that all services
were rendered by the Contractor in accordance with the terms of this Task Order. Reimbursement
statements shall be sent to:
Name)
(Mail Code)
Page 2 of 7
Colorado Department of Public Health and Environment
4300 Cherry Creek Drive South,Denver,CO 80246
3. The State may prospectively increase or decrease the amount payable under this Task Order
through a Task Order Change Order Letter. A sample letter is incorporated herein by this
reference,made apart hereof,and attached hereto as"Attachment*". To be effective,the Task
Order Change Order Letter must be: signed by the State and Contractor,and approved by the
State Controller or an authorized designee thereof. Additionally, the Task Order Change Order
Letter shall include the following information:
a. Identification of the related Master Contract and this Task Order by their respective contract
routing numbers and the affected paragraph number(s)of this Task Order.
b. The type(s)of service(s)increased or decreased and the new level of each service;
c. The amount of the increase or decrease in the level of funding for each service and new total
financial obligation;
d. The intended effective date of the funding change;
e. A provision stating that the Task Order Change Order Letter shall not be valid until approved
the State Controller or such assistant as he may designate.
Upon proper execution and approval,the Task Order Change Order Letter Shall become an
amendment to this Task Order. Except for the General and Special Provisions of this Master
Contract,and the Additional provisions,if any,of this Task Order,the Task Order Change Letter
shall supersede this Task Order in the event of a conflict between the two. It is expressly
understood and agreed to by the parties that the task order change order letter process may be used
only for increased or decreased levels of funding,corresponding adjustments to service or program
levels,and any related budget line items. Any other changes to this Task Order,other than those
authorized by the Task Order renewal letter process described below,shall be made by a formal
amendment to this Task Order executed in accordance with the Fiscal Rules of the state of
Colorado.
If the Contractor agrees to and accepts the proposed change,then the Contractor shall execute and
return the Task Order Change Letter to the State by the date indicated in the Task Order Change
Letter. If the Contractor does not agree to and accept the proposed change,or fails to timely return
the partially executed Task Order Change Order Letter by the date indicated in the Change Order
Letter,then the State may,upon written notice to the Contractor,terminate this Task Order twenty
(20)calendar after the return date indicated in the Change Order Letter has passed. This written
notice shall specify the effective date of termination of this Task Order. In the event of
termination under this clause,the parties shall not be relieved of their respective duties and
obligations under this Task Order until the effective date of termination has occurred.
Increases or decreases in the level of funding made through this Task Order Change Order Letter
process during the initial or renewal terms of this Task Order may be made under the following
circumstances:
a. If necessary to fully utilize appropriations of the State of Colorado and/or non-appropriated
federal
grant awards;
b. Adjustments to reflect current year expenditures;
Page 3 of 7
c. Supplemental appropriations,or non-appropriated federal funding changes resulting in an
increase or decrease in the amounts originally budgeted and available for the purposes of this
Task Order
d. Closure of programs and/or termination of related contracts;
e. Delay or difficulty in implementing new programs or services; and,
f. Other special circumstances as deemed appropriate by the State
4. The State may renew this Task Order through a Task Order Renewal Letter. A sample letter is
incorporated herein by this reference,made a part hereof, and attached hereto as"Attachment *".
To be effective,the Task Order Renewal Letter must be: signed by the State and the Contractor;
and,approved by the State Controller or an authorized designee thereof Additionally,the Task
Order Renewal Letter shall include the following information:
a. Identification of the related Master Contract and this Task Order by their respective
contract routing numbers and the affected paragraph number(S)of the Task Order
b. The type(s)or service(s)or program(s),if any, increased or decreased and the new level
of each service or program for the renewal term;
c. The amount of the increase or decrease,if any,in the level of funding for each service
program and the new total financial obligation;
d. The intended effective date of the renewal;and
e. A provision stating that the Task Order Renewal Letter shall not be valid until approved
by the State Controller or such assistant as he may designate.
Upon proper execution and approval,the Task Order Renewal Letter shall become an amendment to
this Task Order. Except for the General and Special Provisions of the Master Contract,and the
Additional Provisions,if any,of this Task Order,the Task Order Renewal Letter shall supersede this
Task Order in the event of a conflict between the two. It is expressly understood and agreed to by the
parties that the Task Order Renewal letter process may be used only to: renew this Task Order;
increase or decrease levels of funding related to that renewal;make corresponding adjustments to
service or program levels,and adjust any related budget line items.Any other changes to this Task
Order,other than those authorized by the Change Order Letter process described above,shall be made
by a formal amendment to this Task Order executed in accordance with the Fiscal Rules of the State of
Colorado
If the Contractor agrees to and accepts the proposed renewal term,then the Contractor shall execute
and return the Task Order Renewal Letter to the State by the date indicated in the Task Order Renewal
Letter. If the Contractor does not agree to and accept the proposed renewal term,or fails to timely
return the partially executed Task Order Renewal Letter by the date indicated in the Task Order
Renewal Letter,then the State may,upon written request to the Contractor,terminate this Task Order
twenty(20)calendar days after the return date indicated in the Task Order Letter has passed. This
written notice shall specify the effective date relieved of their respective duties and obligations under
this Task Order until the effective date of termination has occurred.
D. ATTACHMENTS. All attachments are incorporated herein by this reference and made a part hereof as if
fully set forth herein. In the event of any conflict or inconsistency between the terms of this Task Order
and those of any attachment hereto,the terms and conditions of this Task Order shall control.
Page 4 of 7
IN WITNESS WHEREOF,the parties hereto have executed this Task Order as of the day first above written.
CONTRACTOR: STATE:
(Legal Name of the Contractor) STATE OF COLORADO
Bill Owens,Governor
(a political subdivision of the state of Colorado)
By: SAMPLE ONLY By: SAMPLE ONLY
Name: For the Executive Director
Title: DEPARTMENT OF PUBLIC HEALTH
FEIN: AND ENVIRONMENT
ATTEST (Affix Seal) PROGRAM APPROVAL:
By: SAMPLE ONLY By: SAMPLE ONLY
Secretary,Town/City/County Clerk
LEGAL REVIEW:
COLORADO DEPARTMENT OF LAW
OFFICE OF THE ATTORNEY GENERAL
Ken Salazar,Attorney General
By: SAMPLE ONLY
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:
Date:
Page 5 of 7
[Date] Sample Task Order Change Order Letter Attachment B
State Fiscal Year****-****, Task Order Change Order
Letter Number**,
Contract Routing Number** *** ***** **********Program
This Task Order Change Order Letter is between the Colorado Department of Public Health and Environment
and the Legal Name of the Contractor. This Task Order Change Order Letter is issued in accordance with
paragraph F.3.of the Master Contract with contract routing number** *** *****and,paragraph C_3.of the Task
Order with contract routing number**********and contract encumbrance number ** *** **********. That Task
Order has been amended by Task Order Change Order Letter"**,contract routing number ** ********. (Strike or
modify as appropriate) The Task Order,as amended is hereinafter referred to as the"Original Task Order". The
Original Task Order is incorporated herein by this reference,made a part hereof,and attached hereto as
"Attachment*"The parties hereto agree that for the term from******** ** ****,through********* **, ****,
the maximum amount payable by the State for the work referenced in part B.of the Original Task Order is
increased/decreased by*Dollars,($*.**) for an amended total financial obligation of the State to the Contractor of
*Dollars, (*.**). The revised Scope of Work and the revised Budget are incorporated herein by this reference,
made a part hereof and attached hereto as`Attachment 1 "and"Attachment 2",respectively. The first sentence in
paragraph C.I,of the Original Task Order is hereby modified accordingly. All other terms and conditions of the
Original Task Order are hereby reaffirmed. The proposed effective date of this Task Order Change Order Letter is
********* **,****. However,in accordance with section 24-30-202(1),C.R.S.,as amended,the effective date of
this Task Order Letter is the date it is approved by the State Controller. In no event shall this Task Order Change
Order Letter be deemed valid until it shall have been approved by the State Controller or such assistants as he may
designate. Please sign,date,and return all"originals of this Task Order Change Order Letter by********* **
****** to the attention of:*********** **********,Colorado Department of Public Health and Environment,
4300 Cherry Creek Drive South,Denver,Colorado 80246,Mail Code:*****-**.One Original of this Task Order
Change Order Letter will be returned to you when fully approved.
Contractor's Legal Name STATE OF COLORADO
(legal type of entity) Bill Owens,Governor
By: SAMPLE ONLY By: SAMPLE ONLY
Name: For the Executive Director
Title: DEPARTMENT OF PUBLIC HEALTH
FEIN; AND ENVIRONMENT
APPROVALS:
FOR THE STATE CONTROLLER: PROGRAM
State Controller
Leslie M.Shenefelt
•
By: SAMPLE ONLY By: SAMPLE ONLY
Page 6 of 7
•
[Date] Sample Task Renewal Letter Attachment C
State Fiscal Year****-****, Task Order Chang Renewal Letter
Number**,
Contract Routing Number** *** ***** **********Program
This Task Order Renewal Letter is between the Colorado Department of Public Health and Environment and the
Legal Name of the Contractor. This Task Order Renewal Letter is issued in accordance with paragraph F.4.of the
Master Contract with contract routing number** *** ***** and,paragraph C_3,of the Task Order with contract
routing number** *** ***** and contract encumbrance number** *** *****. That Task Order has been
amended by Task Order routing number** ********. (Strike or modify as appropriate.) The Task Order,as
amended,is hereinafter referred to as the"Original Task Order". The Original Task Order is incorporated herein by
this reference,made a part hereof, and attached hereto as"Attachment*". The Parties hereto agree that the Original
Task Order is renewed for the term from ********* **,****,through********* **, ****. The maximum amount
payable by the State for the continued performance of the work referenced in Part B.of the Original Task Order for
this renewed term is Dollars f$*.**).The amended total financial obligation of the State to the Contractor is
DOLLARS, ($*.**). The Budget for the renewed term is incorporated herein by this reference,made a part hereof
and attached hereto as"Attachment 1". The first sentence in paragraph C.1,of the Original Task Order is hereby
modified accordingly. All other terms and conditions of the Original Task Order are hereby reaffirmed. The
proposed effective date of this Task Order Renewal Letter is ********* **, ****. However,in accordance with
section 24-30-202(1),C.R.S.,as amended,the effective date of this Task Order Renewal Letter is the date it is
approved by the State Controller.In no event shall this Task Order Renewal Letter be deemed valid until it shall
have been approved by the State Controller or such assistant as he may designate. Please sign,date,and return all
**originals of this Task Order Renewal Letter by********* **,**** to the attention of:********** ********
Colorado Department of Public Health and Environment,4300 Cherry Creek Drive South,Denver,Colorado
80246,Mail Code: *****-**. One original of this Task Order Renewal Letter will be returned to you when fully
approved.
Contractor's Legal Name STATE OF COLORADO
(legal type of entity) Bill Owens,Governor
By: SAMPLE ONLY By: SAMPLE ONLY
Name: For the Executive Director
Title: DEPARTMENT OF PUBLIC HEALTH
FEIN:
APPROVALS:
FOR THE STATE CONTROLLER: PROGRAM:
State Controller
Leslie M.Shenefelt
By: SAMPLE ONLY By: SAMPLE ONLY
Page 7 of 7
Hello