HomeMy WebLinkAbout990847 RESOLUTION
RE: APPROVE CONTRACT FOR HIV PREVENTION SERVICES 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 Contract for HIV Prevention Services
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 Health Department, and the
Colorado Department of Public Health and Environment, commencing January 1, 1999, and
ending December 31, 1999, 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 Contract for HIV Prevention Services 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 Health Department, 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 vol:e on the 19th day of April, A.D., 1999, nunc pro tunc January 1, 1999.
BOARD OF COUNTY COMMISSIONERS
�f W COUNTY, COLORADO
ATTEST: XL1
yJ/ / f
Dale K. Hall, Chair
Weld County Clerk t0 hit 6,4v
LA" arbarp J. Kirkmeyer, Pro-Tem y
BY: CoACt<
Deputy Clerk to the B � :_k_v c . --
'George E axter
RO D AS TO FORM:
. it
my Attorney { �, r a
Glenn Vaad
990847
Cr HL0024
TY
' ', , mEmoRnnDum 5 I
Dale K. Hall, Chairman
To Board of County Commissioners Date April 15, 149V-11:
COLORADO jf
From John Pickle, Director, Health Departme
Subject:
HIV Prevention Services Contract
Enclosed for Board review and approval is a contract between the Colorado Department of
Public Health and Environment and Weld County Health Department for the provision of HIV
prevention services for street and community outreach, group risk-reduction education and public
information.
For these services, the Health Department will receive a sum not to exceed $19,360. This is
renewal funding and is for the term January I, 1999 through December 31, 1999.
I recommend your approval of this contract.
Enc.
990847
Department or Agency Number
COLORADO DEPARTMENT OF
PUBLIC HEALTH AND ENVIRONMENT
Department of Agency Number
FHA
Contract Routing Number
99-00106
CONTRACT
This CONTRACT is made this 30th day of December, 1998,by and between: the State of Colorado, for the use and benefit
of the 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,WELD COUNTY
HEALTH DEPARTMENT,whose address or principal place of business is 1517 le"Avenue Court,Greeley,Colorado
80631,hereinafter referred to as "the Contractor".
WHEREAS, 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 of this
Contract in Fund Number 100,Appropriation Account 365, and Organization Number 3877,under Encumbrance Number
SET9900106;
WHEREAS,the State has received funding from the Centers for Disease Control and Prevention(CDC)to assist in the
prevention of, and education about,Human Acquired Immuno-deficiency Syndrome(AIDS);
WHEREAS,the State has formulated comprehensive plans relative to the statewide control of Sexually Transmitted Disease
(STD)and Human Immunodeficiency Virus(HIV) infection;
WHEREAS, as of the made date of this Contract,the State has a currently valid Group II purchasing delegation agreement
with the Division of Purchasing within the Colorado Department of Personnel;
WHEREAS,the Contractor was selected by the State in accordance with the applicable provisions of the Colorado
Procurement Code as the lowest responsive and responsible bidder pursuant to Invitation for Bids/Request for Proposals
(IFB/RFP)number RO-SET9990015 to provide HIV Prevention Services in Rural Communities;
WHEREAS,section 29-1-201, 8 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;
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,stated below,the parties hereto agree as follows:
Page I of 12 Pages
qqr 47
A. EFFECTIVE DATE AND TERM. The effective date of this Contract is January 1, 1999 or on the date the State
Controller approves this Contract, whichever is later. The initial term of this Contract shall commence on January I.,
1999,and continue through and including December 31, 1999, unless sooner terminated by the parties pursuant to the
terms and conditions of this Contract.
GENERAL STANDARDS. The subject matter of this Contract concerns the prevention of contracting and transmitting
HIV infection in Rural Communities. The Contractor has been selected to perform Street and Community Outreach,
Group Risk-Reduction Education, Public Information services in accordance with RFP number RO-SET990015 and the
Contractor's Response to that RFP, as modified by this Contract. The RFP is incorporated herein by this reference, made
a part hereof, and attached hereto as "Attachment 1". The Contractor's Response to the RFP is incorporated herein by
this reference,made a part hereof, and attached hereto as "Attachment 2".
C. PRIORITY OF DOCUMENTS. The terms,provisions, and conditions of this Contract shall always supersede,manage,
and control those of any exhibit or attachment. Further,the terms, provisions, and conditions of the R.FP establish the
minimum standards of performance that must be met by the Contractor under this Contract. To the extent that the
Contractor's Proposal or any exhibits or attachments thereto establish or create performance standards greater than those
set forth in the RFP,then the Contractor shall meet those standards of performance under this Contract.
D. DUTIES AND OBLIGATIONS OF THE CONTRACTOR.
1. The Contrac:or shall provide service as set forth in the RFPs(Attachment 1), and the Contracor's Responses to
the RFPs(Attachment 2).
2. The Contrac:or shall collaborate with the State and Coloradans Working Together(CWT)to develop and
instrument to measure compliance with cultural competence. Further, the Contractor shall pilot test the
instrument during the term of this contract.
E. DUTIES AND OBLIGATIONS OF THE STATE.
1. The State shall, in consideration of the services satisfactorily performed by the Contractor under this Contract,
cause to be paid to the Contractor a sum not to exceed NINETEEN THOUSAND THREE HUNDRED SIXTY
DOLLARS($19,360.00)for the initial term of this Contract. Of the total financial obligation of the State
referenced aaove,one hundred percent is identified as attributable to a funding source of th.e United States
government.
2. To receive compensation under this Contract,the Contractor shall submit a signed monthly billing statement
within sixty(60)calendar days of the end of the billing period for which services were rendered. Expenditures
shall be in accordance with those items identified in Attachment 2. These items may include, but are not limited
to: the Contractor's salaries, fringe benefits, supplies,travel, operating,and indirect costs which are allowable
and allocable expenses related to its performance under this Contract.
Billing statements shall: reference this Contract by its contract number,which number is located on page one of
this document;state the applicable performance dates,the names of payees;a brief description of the services
performed during the relevant performance dates; expenditures incurred;and,the total reimbursement requested.
Reimbursement during the initial,and any renewal term of this Contract shall be conditioned upon affirmation
by the State that all services were rendered by the Contractor in accordance with the terms of this Contract.
Billing statements shall be sent to:
Michael Murphy
Colorado Department of Public Health and Environment
4300 Cherry Creek Drive South, Denver,CO 80246
DCEED-ADM-A3
3. The following budget shall govern the expenditure of funds for the initial term of this Contract. The
Contractor's transfer of funds from one line item to another must have the prior, express, written approval of the
State:
Page 2 of 12 Pages
Street&Community Outreach Public Information
Personnel $ 710.40 Personnel $4,262.50
Fringe $ 85.25 Fringe $ 511.49
Other $ 100.00 Supplies $ 300.00
Indirect $ 85.27 Contractual $ 300.00
$980.92 Travel $ 494.13
Group Risk-Reduction Education Other $ 85.00
Personnel $ 8,524.80 Indirect $ 566.72
Fringe $ 1,022.98 $6,519.94
Contractual $ 200.00
Travel $ 480.60 TOTAL Contract Budget
Other $ 600.00 Personnel $13,497.70
Indirect $ 1,030.86 Fringe $ 1,619.72
$11,859.24 Supplies $ 300.00
Contractual $ 500.00
Travel $ 974.73
Other $ 785.00
Indirect $ 1.682.85
TOTAL $19,360.00
4. The State may prospectively increase or decrease the amount payable under this Contract through a"Change
Order Letter",a sample of which is incorporated herein by this reference,made a part hereof, and attached
hereto as "Attachment 3". To be effective,the Change Order Letter must be: signed by the State and the
Contractor;and,approved by the State Controller or an authorized designee thereof. Additionally,the Change
Order Letter shall include the following information:
A. Identification of this Contract by its contract number and affected paragraph number(s);
B. The type(s)of service(s)or program(s)increased or decreased and the new level of each service or
program;
C. The amount of the increase or decrease in the level of funding for each service or program and the new
total financial obligation;
D. The intended effective date of the funding change;and,
E. A provision stating that the Change Order Letter shall not be valid until approved by the State
Cot troller or such assistant as he may designate.
Upon proper execution and approval,the Change Order Letter shall become an amendment to this
Contract. Except for the General and Special Provisions of this Contract, the Change Order Letter shall
supersede this Contract in the event of a conflict between the two. It is expressly understood and
agreed to by the parties that the 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 Contract, other than those authorized by the contract renewal letter
• process described below,shall be made by a formal amendment to this Contract 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 Change Order Letter to the State by the date indicated in the Change Order Letter. If the
Contractor does not agree to and accept the proposed change,or fails to timely return the partially
executed Change Order Letter by the date indicated in the Change Order Letter,then the State may,
upon written notice to the Contractor,terminate this Contract twenty(20)calendar days after the return
date indicated in the Change Order Letter has passed. Such written notice shall specify the effective
Page 3 of 12 Pages
date of termination of this Contract. In the event of termination under this clause, the parties shall not
be relieved of their respective duties and obligations under this Contract until the effective date of
termination has occurred.
Increases or decreases in the level of contractual funding made through this change order letter process
during the initial or renewal terms of this Contract may be made under the following circdmstances:
F. If necessary to fully utilize appropriations of the State of Colorado and/or non-appropriated federal
grant awards;
G. Adjustments to reflect current year expenditures;
H. 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 Contract;
I. Closure of programs and/or termination of related contracts;
J. Delay or difficulty in implementing new programs or services; and,
K. Other special circumstances as deemed appropriate by the State.
F. GENERAL PROVISIONS.
The parties warrant that each possesses actual, legal authority to enter into this Contract. The parties further
warrant that each has taken all actions required by its applicable law,procedures, rules,or by-laws to exercise
that authority,and to lawfully authorize its undersigned signatory to execute this Contract and bind that party to
its terms. The person or persons signing this Contract,or any attachments or amendments hereto, also warrant(s)
that such person(s)possesses actual, legal authority to execute this Contract, and any attachments or
amendments hereto,on behalf of that party.
2. THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT
CONTRACTOR AND NOT AS AN EMPLOYEE OF THE STATE. 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. THE CONTRACTOR SHALL PAY WHEN
DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX AND LOCAL HEAD TAX ON
ANY MONIES PAID PURSUANT TO THIS CONTRACT. THE CONTRACTOR ACKNOWLEDGES
THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT
INSURANCE BENEFITS UNLESS THE CONTRACTOR OR A THIRD PARTY PROVIDES SUCH
COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH
COVERAGE. THE CONTRACTOR SHALL HAVE NO AUTHORIZATION,EXPRESS OR IMPLIED
TO BIND THE STATE TO ANY AGREEMENTS.LIABILITY,OR UNDERSTANDING EXCEPT AS
EXPRESSLY SET FORTH HEREIN. THE CONTRACTOR SHALL PROVIDE AND KEEP IN FORCE
WORKERS' COMPENSATION(AND SHOW PROOF OF SUCH INSURANCE)AND
UNEMPLOYMENT COMPENSATION INSURANCE IN AMOUNTS REOUIRED BY LAW.AND
SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE CONTRACTOR,ITS EMPLOYEES
AND AGENTS.
3. If this Contract is in the nature of personal/purchased services,then the State reserves the right to inspect
services provided under this Contract at all reasonable times and places during the term of this Contract.
"Services",as used in this clause, includes services performed or written work performed in the performance of
services. If any of the services do not conform with the terms of this Contract,then the State may require the
C'.ontractor to perform the services again in conformity with the terms of this 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
Page 4 of 12 Pages
action(s)to ensure that the future performance conforms to the terms of the Contract;and, equitably reduce the
payments due to the Contractor under this 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 Contract.
4. If,through any cause attributable to the Contractor's action(s)or inaction(s), the Contractor: fails to fulfill, in a
timely and proper manner, its duties and obligations under this Contract; or, violates any of the agreements,
covenants,provisions,stipulations, or terms of this Contract,then the State shall thereupon have the right to
terminate this Contract for cause by giving written notice thereof to the Contractor. Such written notice shall be
given at least ten(10)calendar days before the proposed termination date and shall afford the Contractor the
opportunity to cure the default or state why termination is otherwise inappropriate.
If this Contract is terminated 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 produced or prepared by the Contractor
under this Contract shall, at the option of the State, become the property of the State. The Contractor shall be
entitled to receive just and equitable compensation for any services or supplies delivered to, and accepted by, the
State. If applicable,the Contractor shall return any unearned advance payment it received under this Contract to
the State. Notwithstanding the above;the Contractor is not relieved of liability to the State for any damages
sustained by the State because of the Contractor's breach of this Contract. The State may withhold any payment
due to the Contractor under this Contract to mitigate the State's damages until such time as the exact amount of
the State's damages from the Contractor's breach of this Contract is determined. If after terminating this
Contract for default, it is determined for any reason that the Contractor was not in default, or that the
Contractor's action or inaction was excusable,then such termination shall be treated as a termination for
convenience. and the rights and obligations of the parties shall be the same as if this Contract had been
terminated for convenience, as described herein.
5. The State may, when the interests of the State so require, terminate this Contract in whole or in part, for the
convenience of the State. The State shall give written notice of such termination to the other party specifying
the part(s)of the Contract terminated. Such written notice shall be given to the other party at least thirty(30)
calendar days before the effective date of termination. If this Contract is terminated for convenience,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 produced or prepared by the Contractor under this Contract shall, at the option of the State,
become the property of the State. The Contractor shall be entitled to receive just and equitable compensation for
any services or supplies delivered to,and accepted by,the State. If applicable,the Contractor shall return any
unearned advance payment it received under this Contract to the State. This paragraph in no way implies that a
party has breached this Contract by the exercise of this paragraph. If this Contract is terminated by the State as
provided for herein,then the Contractor shall be paid an amount equal to the percentage of services actually
performed for, or goods actually delivered to,the State, less any payments already made by the State to the
Contractor for those services or goods. However, if less than sixty percent(60%)of the services or goods
covered by this Contract have been performed or delivered as of the effective date of termination, then the
Contractor shall also be reimbursed(in addition to the above payment)for that portion of those actual "out-of-
pocket"expenses(not otherwise reimbursed under this Contract) incurred by the Contractor during the term of
this Contract which are directly attributable to the uncompleted portion of the services, or the undelivered
portion of the goods,covered by this Contract. In no event shall reimbursement under this clause exceed the
total fmancial obligation of the State to the Contractor under this Contract. If this Contract is terminated for
default because of the Contractor's breach of this Contract,then the provisions of paragraph 4 above shall apply.
6. If this 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-87, A-2I,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:
Page 5 of 12 Pages
C. the "Davis-Bacon Act"(40 Stat. 1494, Mar. 3, 1921, Chap. 411, 40 U.S.C. 276A-276A-5). This Act
requires that all laborers and mechanics employed by contractors or sub-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 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);and,
G. when applicable, the Contractor is in compliance with the provisions of the "Uniform Administrative
Rec uirements for Grants and Cooperative Agreements to State and Local Governments" (Common
Rule).
H. Section 2101 of the Federal Acquisition Streamlining Act of 1994, Public Law 103-355, which
prohibits the use of federal money to lobby the legislative body of a political subdivision of the State.
7. If this Contract involves federal funds, or compliance is otherwise federally mandated,then by signing and
submitting this Contract,the Contractor affirmatively avers that:
A. the Contractor is in compliance with the requirements of the "Drug-Free Workplace Act" (Public Law
100-690 Title V, Subtitle D,41 U.S.C. 701 et seq.); and,
B. the Contractor hereby certifies that it is not presently debarred,suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from covered transactions by any federal department or
agency. The Contractor 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).
C. the Contractor agrees to 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).
8. If this Contact involves the expenditure of federal or state funds,then this Contract is subject to,and contingent
upon,the ca.itinued availability of those funds for payment pursuant to the terms of this Contract. If those
funds,or any part thereof, become unavailable as determined by the State,then the State may immediately
terminate this Contract.
9. To be consicered for payment, billings for payments pursuant to this Contract must be received within a
reasonable time after the period for which payment is requested; but in no event no later than ninety(90)
calendar days after the relevant performance period has passed. Final billings under this Contract must be
received by'the State within a reasonable time after the expiration or termination of this Contract; but in no event
no later than ninety(90)calendar days from the effective expiration or termination date of this Contract.
10. Unless otherwise provided for in this Contract, "Local Match" shall be included on all billing statements, in the
column pros ided therefor, as required by the funding source.
Page 6 of 12 Pages
11. The Contractor shall not use federal funds to satisfy federal cost sharing and matching requirements unless
approved in writing by the appropriate federal agency.
12. In accordance with Office of Management and Budget(OMB)Circular A-I33 (Audits of States, Local
Governments,and Non-Profit Organizations), if the Contractor receives federal funds from any source,
including State pass through money, in an aggregate amount in excess of $300,000.00(June 24, 1997), in a
State fiscal year(July I through June 30), then the Contractor shall have an annual audit performed by an
independent certified public accountant which meets the requirements of OMB Circular A-.133. If the
Contractor is required to submit an annual indirect cost proposal to the State for review and approval,then the
Contractor's auditor shall audit the proposal in accordance with the requirements of OMB Circulars A-2I (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. The Contractor shall fumish one
(I)copy of tie audit report(s)to the State's Accounting Office within thirty(30)calendar days of issuance; but
in no event later than nine(9) months after the end of the Contractor's fiscal year. 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).
13. The Contractor shall grant to the State, or its authorized agents,access to the Contractor's relevant 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.
14. Unless otherwise provided for in this Contract, for all contracts with terms longer than three(3)months,the
Contractor shall submit a written progress report, if required by this Contract, specifying the progress made for
each activity identified in this Contract. These progress reports shall be in accordance with the procedures
developed and prescribed by the State. The preparation of progress reports in a timely manner is the
responsibility of the Contractor. If the Contractor fails to comply with this provision, then such failure: may
result in a delay of payment of funds; or,termination of this Contract. Progress reports shall be submitted to the
State no later than the end of each calendar quarter, or at such other time as may otherwise be specified.
15. The Contractor shall maintain a complete file of all records,documents,communications, and other materials
which pertain to this Contract. 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 Contract,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.
16. The Contractor authorizes the State, or its authorized agents or designees,to perform audits or make inspections
of its records for the purpose of evaluating its performance under this Contract at any reasonable time during the
term of this Contract and for a period of three(3)years following the termination of this Contract. As such,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 of this
Contract. Sich 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.
Page 7 of 12 Pages
17. If the Contractor obtains access to any records, files, or information of the State in connection with,or during the
performance of,this Contract,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 cancel this
Contract, without liability to the State. Any State waiver of an alleged breach of confidentiality by the
Contractor,or third party agents of the Contractor, does not constitute a waiver of any subsequent breach by the
Contractor,or third party agents of the Contractor.
18. Unless otherwise agreed to in this Contract, or in a written amendment executed and approved pursuant to Fiscal
Rules of the State of Colorado,the parties agree that all material, information, data, computer software,
documentation, studies,and evaluations produced in the performance of this Contract for which the State has
made a payment under this Contract are the sole property of the State.
19. 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
C'.opyright Law of the United States as now or hereinafter enacted. Upon the written request of the Contractor
shall provide the State with three(3)copies of all such copyrightable material.
20. If required by the terms and conditions of a federal or state grant,the Contractor shall obtain the prior approval
of the State and all necessary third parties prior to publishing any materials produced under this Contract. If
required by the terms and conditions of a federal or state grant,the Contractor shall also credit the State and all
necessary third parties with assisting in the publication of any materials produced under this Contract.
21. Neither the Contractor nor the State shall be liable to the other for any delay in, or failure of performance of, any
covenant or promise contained in this Contract: nor shall any delay or failure constitute default or give rise to
any liability for damages if, and only to the extent that, such delay or failure is caused by a supervening cause.
As used in this 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.
22. It is expressly understood and agreed to between the parties that the enforcement of the terms and conditions of
this 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 Contract shall give or allow any claim or right of action
whatsoever :0 or by any third person. Nothing contained in this Contract shall be construed as a waiver of any
provision of the Colorado Governmental Immunity Act, section 24-10-101 et ssa, 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 Contract shall be deemed an incidental beneficiary only.
23. To the extent that this Contract may be executed and performance of the obligations of the parties may be
accomplished within the intent of this Contract,the terms of this Contract are severable. If any term or provision
of this 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 Contract.
24. The waiver of a breach of a term or provision of this Contract shall not be construed as a waiver of a breach of
any other term or provision of this Contract or. as a waiver of a breach of the same term or provision upon
subsequent breach.
25. If this 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.
26. Except as otherwise provided for herein,this Contract shall inure to the benefit of, and be binding upon,the
parties hereto and their respective successors and assigns.
Page 8 of 12 Pages
27. Unless otherwise provided for in this Contract,the Contractor shall notify the State, 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 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.
28. This 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 Contract as of the effective
date of such change as if that change was fully set forth herein. Except as provided above, no modification of
this Contrac;shall be effective unless such modification is agreed to in writing by both parties in an amendment
to this Contract that has been previously executed and approved in accordance with applicable law.
29. Notwithstanding anything herein to the contrary,the parties understand and agree that all terms and conditions
of this Contract, and the exhibits and attachments hereto,which may require continued performance or
compliance beyond the termination date of this Contract shall survive such termination date and shall be
enforceable as provided herein in the event of a failure to perform or comply by a party to this Contract.
30. Notwithstanding any other provision of this Contract to the contrary, no term or condition of this Contract shall
be construed or interpreted as a waiver,express or implied, of any of the immunities, rights,benefits,
protections, or other provisions of the Colorado Governmental Immunity Act(CGIA), section 24-10-101,et
sej, C.R.S., as now or hereafter amended. The parties understand and agree that liability for claims for injuries
to persons o-property arising out of the alleged negligence of the State of Colorado, its departments, institutions.
agencies,boards, officials,and employees is controlled and limited by the provisions of section 24-10-101 et
sea ,, C.R.S., as now or hereafter amended.
31. The captions and headings used in this Contract are for identification only,and shall be disregarded in any
construction of the terms, provisions,and conditions of this Contract.
32. The parties hereto agree that venue for any action related to this Contract shall be in the City and County of
Denver,Colorado.
33. All attachments to this 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 Contract and those of any
attachment to this Contract,the terms and conditions of this Contract shall control.
34. This Contract is the complete integration of all understandings between the parties. No prior or
contemporaneous addition,deletion,or other amendment hereto shall have any force or effect whatsoever,
unless embodied herein in writing. No subsequent novation,renewal,addition,deletion, or other amendment
hereto shall have any force or effect unless embodied in a written contract executed and approved pursuant to
the Fiscal Rules of the State of Colorado.
G. SPECIAL PROVISIONS.
CONTROLLER'S APPROVAL
1. This contract shall not be deemed valid until it shall have been approved by the Controller of the State of
Colorado or such assistant as he may designate. This provision is applicable to any contract involving the payment of
money by the State.
FUND AVAILABILITY
2. 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.
Page 9 of 12 Pages
BOND REQUIREMENT
3. If this contract involves the payment of more than fifty thousand dollars for the construction., erection, repair,
maintenance, or improvement of any building,road. bridge,viaduct,tunnel,excavation or other public work for this
State, the contractor shall,before entering upon the performance of any such work included in this contract, duly execute
and deliver to the State official who will sign the contract, a good and sufficient bond or other acceptable surety to be
approved by said official in a penal sum not less than one-half of the total amount payable by the terms of this contract.
Such bond shall be duly executed by a qualified corporate surety conditioned upon the faithful performance of the
contract and in addition, shall provide that if the contractor or his subcontractors fail to duly pay for any labor, materials,
team hire, sustenance,provisions,provendor or other supplies used or consumed by such contractor or his subcontractor
in performance of the work contracted to be done or fails to pay any person who supplies rental machinery,tools, or
equipment: in the prosecution of the work the surety will pay the same in an amount not exceeding the sum specified in
the bond, together with interest at the rate of eight per cent per annum. Unless such bond is executed., delivered and filed,
no claim in favor of the contractor arising under such contract shall be audited, allowed or paid. A certified or cashier's
check or a bank money order payable to the Treasurer of the State of Colorado may be accepted in lieu of a bond. This
provision is in compliance with CRS 38-26-106.
INDEMNIFICATION
4. To the extent authorized by law,the contractor shall indemnify, save,and hold harmless the State, its employees
and agents,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.
DISCRIMINATION AND AFFIRMATIVE ACTION
5. The contractor agrees to comply with the letter and spirit of the Colorado Antidiscrimination Act of 1957, as
amended,and other applicable law respecting discrimination and unfair employment practices(CRS 24-34-402), and as
required by Executive Order, Equal Opportunity and Affirmative Action,dated April 16, 1975. Pursuant thereto, the
following provisions shall be contained in all State contracts or sub-contracts.
During the performance of this contract,the contractor agrees as follows:
(a) The contractor will not discriminate against any employee or applicant for employment because of race, creed,
color,national origin, sex,marital status, religion,ancestry,mental or physical handicap,or age. The contractor will take
affirmative action to Insure that applicants are employed, and that employees are treated during employment,without
regard to the above mentioned characteristics. Such action shall include, but not be limited to the following: employment
upgrading,demotion, or transfer,recruitment or recruitment advertisements; lay-offs or terminations; rates of pay or
other forms of compensation;and selection for training, including apprenticeship. The contractor agrees to post in
conspicuous places,available to employees and applicants for employment, notices to be provided by the contracting
officer setting forth provisions of this non-discrimination clause.
(b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor,
state that all qualifiec.applicants will receive consideration for employment without regard to race, creed, color, national
origin, sex, marital status,religion,ancestry,mental or physical handicap,or age.
(c) The contractor will send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, notice to be provided by the contracting officer, advising the
labor union or workers'representative of the contractor's commitment under the Executive Order, Equal Opportunity and
Affirmative Action, dated April 16, 1975, and of the rules, regulations, and relevant Orders of the Governor.
(d) The contractor and labor unions will furnish all information and reports required by Executive Order, Equal
Opportunity and Affirmative Action of April 16, 1975,and by the rules, regulations and Orders of the Governor,or
pursuant thereto, and will permit access to his books, records,and accounts by the contracting agency and the office of
the Governor or his designee for purposes of investigation to ascertain compliance with such rules. regulations and
orders.
Page 10 of 12 Pages
(e) A labor organization will not exclude any individual otherwise qualified from full membership rights in such
labor organization,or expel any such individual from membership in such labor organization or discriminate against any
of its members in the full enjoyment of work opportunity because of race,creed,color,sex, national origin, or ancestry.
(f) A labor organization,or the employees or members thereof will not aid,abet, incite,compel or coerce the doing
of any act defined in fins contract to be discriminatory or obstruct or prevent any person from complying with the
provisions of this contract or any order issued thereunder;or attempt, either directly or indirectly,to commit any act
defined in this contract to be discriminatory.
(g) In the event of the contractor's non-compliance with the non-discrimination clauses of this contract or with any
of such rules, regulations,or orders, this contract may be canceled,terminated or suspended in whole or in part and the
contractor may be declared ineligible for further State contracts in accordance with procedures, authorized in Executive
Order, Equal Opportunity and Affirmative Action of April 16, 1975 and the rules, regulations, or orders promulgated in
accordance therewith, and such other sanctions as may be imposed and remedies as may be invoked as provided in
Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975, or by rules, regulations, or orders
promulgated in accordance therewith, or as otherwise provided by law.
(h) The contractor will include the provisions of paragraphs(a)through(h) in every sub-contract and subcontractor
purchase order unless exempted by rules,regulations,or orders issued pursuant to Executive Order. Equal Opportunity
and Affirmative Action of April 16, 1975, so that such provisions will be binding upon each subcontractor or vendor.
The contractor will tare such action with respect to any sub-contracting or purchase order as the contracting agency may
direct,as a means of enforcing such provisions, including sanctions for non-compliance;provided, however,that in the
event the contractor becomes involved in, or is threatened with, litigation, with the subcontractor or vendor as a result of
such direction by the contracting agency,the contractor may request the State of Colorado to enter into such litigation to
protect the interest of the State of Colorado.
COLORA.I)O LABOR PREFERENCE
6a. Provisions o'=CRS 8-17-101 & 102 for preference of Colorado labor are applicable to this contract if public
works within the State are undertaken hereunder and are financed in whole or in part by State funds.
b. When a construction contract for a public project is to be awarded to a bidder,a resident bidder shall be allowed
a preference against a non-resident bidder from a state or foreign country equal to the preference given or required by the
state or foreign country in which the non-resident bidder is a resident. If it is determined by the officer responsible for
awarding the bid that compliance with the subsection .06 may cause denial of federal funds which would otherwise be
available or would otherwise be inconsistent with requirements of Federal law,this subsection shall be suspended,but
only to the extent necessary to prevent denial of the moneys or to eliminate the inconsistency with Federal requirements
(CRS 8-19-101 and 102).
GENERAL
7. 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.
8. 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.
Page 11 of 12 Pages
9. Pursuant to CRS 24-30-202.4(as amended),the state controller may withhold debts owed to state agencies
under the vendor offset intercept system for:(a)unpaid child support debt of child support arrearages;(b)unpaid balance
of tax,accrued interest, or other charges specified in Article 21,Title 39,CRS;(c) unpaid loans due to the student loan
division of the department of higher education;(d)owed amounts required to be paid to the unemployment
compensation fund ; and(e) other unpaid debts owing to the state or any agency thereof,the amount of which is found to
be owing as a result of final agency determination or reduced to judgment as certified by the controller.
10. The signatories aver that they are familiar with CRS 18-8-301, et seq.,(Bribery and Corrupt Influences)and
CRS 18-8-401,et seq.,(Abuse of Public Office),and that no violation of such provisions is present.
11. The signatories aver that to their knowledge, no state employee has any personal or beneficial interest
whatsoever in the service or property described herein.
IN WITNESS WHEREOF,the parties hereto have executed this Contract on the day first above written.
Contractor: Weld County Board of Commissioners State of Colorado
Weld County Hea4lth�De`ppaarttm�ennttt ROY ROMER, GOVERNOR
By:s ' �O"ci"^�(fi' J�
Title: Chair, Dale K. Hall (04/19/99) By: n �u e-(c
84-6000-813 Department of
Federal I.D.Number PUBLIC HEALTH AND ENVIRONMENT
If Corporation,Town/City/County,or Equiv. - • ♦` \r 17,1 A
a PROGRAM APPROVAL:
Attest(Affix Seal) tityal,/ i � L.A. Koleski, r.L-1 rev* Cyr By: G,,G zit. ) - WELD C0U LT DEMENT
EIRPSKItelSikkathiStalEltag
Deputy Clerk to the B Li' BY
JOHN S. PICKLE, M.S.E.H,
DIRLCTUR
APPROVALS:
APPROVALS:
ATTORNEY GENERAL CONTRGLLgit-ATE CONTROLLER
ART L. BA HA T BY By X By:
I
(} Arthur L. Barnhart
Page 12 of 12 Pages
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