HomeMy WebLinkAbout992189.tiff RESOLUTION
RE: APPROVE MASTER CONTRACT FOR HEALTH AND ENVIRONMENTAL 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 Master Contract for health and
environmental 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 Department of
Public Health and Environment, and the Colorado Department of Public Health and
Environment, commencing July 1, 1999, and ending June 30, 2004, 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 for health and environmental 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 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 30th day of August, A.D., 1999, nunc pro tunc July 1, 1999.
BOARD OF COUNTY COMMISSIONERS
ELD COUNTY, C LO DO
ATTEST: 1 {'/ / i ,
' `'� " `�,` DalB K. Hall, Chair
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APPROVED AS TO FORM:
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TO: Board of County Commissioners , , ,. 1'
FROM: Cyndy Giauque, Assistant WeldtGounty Attorney
DATE: August 27, 1999
COLORADO RE: Proposed Master Contract concerning the Weld County
Department of Public Health and Environment
Attached is a proposed "Master Contract" from the Colorado Department of Public Health and
Environment for the Board's review and signature. The intent of the Master Contract is to have
one document in place which includes all of the back-up and "boiler plate" provisions that the
State would like to include in each contract it enters into with the County concerning the
provision of health services. Then they will issue what they call "Task Orders," which will be
the actual contracts for specific jobs or services. The Task Orders will be presented to the Board
for approval separately, as they are presented to the Weld County Department of Public Health
and Environment. The Master Contract is intended to be in effect for five (5) years. Each Task
Order would usually be effective for a year or less.
The proposed manner in which the State will contract with the County for health services is that
the State will issue a "Task Order," in which the State will set forth the contemplated task, the
time in which the task should be performed, and the amounts that will be paid for the task. If the
County accepts and approves the Task Order,then the Task Order will also be subject to the
provisions set forth in the Master Contract. The Task Order may be amended with a Task Order
Change Order Letter, which may increase or decrease the services contracted for and the
payment for such services.
If a dispute arises, there are provisions for the State and the County to work together to try to
resolve the dispute. If the State and County are unable to resolve the dispute, then the Master
Contract provides that each party may "pursue any and all remedies available to it at law or in
equity." There is also a provision that either specific Task Orders or the Master Contract itself
may be terminated by either party upon thirty (30) days written notice.
The Weld County Department of Public Health and Environment is requesting approval of the
Master Contract.
992189
Department or Agency Name
Colorado Department of
Public Health and Environment
Department or Agency Number
FAA
Contract Routing Number
00-00008
MASTER CONTRACT
This MASTER CONTRACT is made this 30TH day of SEPTEMBER, 1999 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,the BOARD OF COUNTY COMMISSIONERS OF
WELD COUNTY (a political subdivision of the state of Coloradol,whose address or principal place of business
is 915 10th Street.3rd 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 the Weld County,Colorado;
WHEREAS,funding under this Master Contract shall be allocated to the Contractor through program specific Task
Orders;
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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 Purchasing within the Colorado Department of Personnel;
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 and
engages the Contractor to perform the work identified in a specific Task Order subject to the terms and conditions
of this Master Contract;
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
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 October 1. 1999 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 October 1.1999 and
continue through and including June 30.2004 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.
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B. DEFINITIONS.
"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 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.
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D. DUTIES AND OBLIGATIONS OF THE CONTRACTOR.
l. 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.
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.
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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
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 describes 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.
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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 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. All 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. REVISIONS. 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.
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4. 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.
5. 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.
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.
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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.
I. 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
designated by a written notice complying with the foregoing requirements:
CONTRACTOR: STATE:
Judy Nero Kent Long
Weld County Department of Colorado Department of
Public Health and Environment Public Health and Environment
1555 North 17th Avenue 4300 Cherry Creek Drive South,Suite A235
Greeley,CO 80631 Denver,CO 80246
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K. GENERAL PROVISIONS.
I. 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. 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
REOUIRED 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 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.
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4. 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
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.
5. 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);
Page 10 of 28
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.
6. 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).
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.
7. 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.
Page 11 of 28
8. 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.
9. 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.
10. The Contractor shall not use federal funds to satisfy federal cost sharing and matching
requirements unless approved in writing by the appropriate federal agency.
11. 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 particular State fiscal year(July 1 through June 30),then the
Contractor shall have an annual audit performed by an independent certified public accountant
which audit 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-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.
The Contractor shall furnish one(1)copy of the audit report(s)to the State's Accounting Office
within thirty(30)calendar days of issuance;but in no event no 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). The Contractor shall grant 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 Master Contract.
12. 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.
13. 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.
Page 12 of 28
14. 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.
15. 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 15.
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
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.
Page 13 of 28
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
Page 14 of 28
21. 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
Govemmental 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
incidental beneficiary only.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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 fully 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.
Page 15 of 28
28. 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.
29. 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.
30. Except for"public entities",which are described below,during the term of this Master Contract,
and any renewal or extension thereof,the Contractor shall keep in force and effect a policy or
policies of comprehensive general liability insurance, issued by a company authorized to do
business in Colorado in an amount not less than$500,000 combined single limit for total injuries
or damages arising from any one incident(for bodily injuries or damages). The Contractor shall
provide the State with a certificate of insurance as evidence that such insurance coverage is in
effect as of the effective date of this Contract.
If the Contractor is a"public entity"within the meaning of the Colorado Governmental Immunity
Act,C.R.S. 24-10-101,et sea..7 C.R.S.,as amended("Act"),then the Contractor shall at all times
during the term of this Master Contract maintain such liability insurance, by commercial policy or
self-insurance,as is necessary to meet its liabilities under the Act. The Contractor must provide
the State with proof of such insurance.
31. 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.
32. The parties hereto agree that venue for any action between the Contractor and the State which
relates to this Master Contract shall be in the City and County of Denver, Colorado.
33. 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.
Page 16 of 28
34. 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 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
Master Contract executed and approved pursuant to the Fiscal Rules of the State of Colorado.
L. 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.
FUND AVAILABILITY.
2. Financial obligations of the State payable after the current fiscal year are contingent upon funds
for that purpose being appropriated,budgeted, and otherwise made available.
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,provender 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 C.R.S. § 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.
Page 17 of 28
DISCRIMINATION AND AFFIRMATIVE ACTION.
5. The contractor agrees to comply with the letter and spirit of the Colorado Anti-discrimination Act
of 1957, as amended, and other applicable law respecting discrimination and unfair employment practices
(C.R.S. §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
and subcontracts.
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 advertising; 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 qualified 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,dated 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.
(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.
(0 A labor organization, or the employees or members thereof will not aid, abet, incite, compel or
coerce the doing of any act defined in this 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.
Page 18 of 28
(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,
dated 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, dated 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 subcontract and
subcontractor purchase order unless exempted by rules, regulations,or orders issued pursuant to Executive
Order, Equal Opportunity and Affirmative Action,dated April 16, 1975,so that such provisions will be
binding upon each subcontractor or vendor.The contractor will take 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.
COLORADO LABOR PREFERENCE.
6a. Provisions of C.R.S. § 8-17-101 & 102 for 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 this subsection 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.(C.R.S. § 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 19 of 28
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 or child support
arrearages;(b)unpaid balance of tax, accrued interest,or other charges specified in Article 22, 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 C.R.S. § 18-8-301, et. seq.,(Bribery and Corrupt
Influences),and C.R.S. § 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 Master Contract as of the day first above written.
CONTRACTOR: STATE:
BOARD OF COUNTY COMMISSIONERS STATE OF COLORADO
OF WELD COUNTY,for the use and benefit of the, Bill Owens,Governor
Weld County Department of
Public Health and Environment
By: -, ;v By:
Name: Dale K.Hall 08,3o ") or tre Executive Director
Title: Chair, Colorado Department of
FEIN: 84-6000813 Public Health and Environment
ATTEST: /0Ov2/1
0R / e/ �l //
rYGPt/0.J/ ,
APPROVALS:
(Seal) tact pCD STA CONTROLLER
AR H R l_. B RT
�
RY
By: ( ri \ ,p � t" , � By:
.}
l x
1ERII[ lif1tx
Deputy Clerk to the Board
Page 20 of 28
APPROVALS:
DEPARTMENT OF LAW DEPARTMENT OF PERSONNEL
OFFICE OF THE ATTORNEY GENERAL OFFICE OF THE STATE CONTROLLER
Ken Salazar,Attorney General Arthur L. Barnhart,State Controller
By: By:
Page 21 of 28
Attachment A Department or Agency Name
COLORADO DEPARTMENT OF PUBLIC
HEALTH AND ENVIRONMENT
Department or Agency Number
***
Contract Routing Number
(SAMPLE)TASK ORDER
THIS TASK ORDER is made this **** day of*********, ****,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 4390.Cherry Creek Drive South,Denver,Colorado 80246,hereinafter
referred to as"the State"; and,the(LEGAL NAME OF POLITICAL OR NON-PROFIT ENTITY),whose
address or principal place of business is(Street Address.City.State&Zip Codel,hereinafter referred to as"the
Contractor".
FACTUAL RECITALS
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,and
to this end all State contracts with its political subdivisions are exempt from the State's personnel rules and the State
procurement code. The State has formulated a comprehensive State plan,with associated budgets,relative to the
State's programs and services which allocates funds to local health agencies in order to provide certain purchased
services to the people of Colorado. This funding is to be allocated through task orders with local health agencies.
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 Number(s) ***,Organizational Unit Code(s) ****,Appropriation Code(s)*** Program Code(s) **** and
Object Code(s)**** under Master Contract Encumbrance Number********** and Master Contract Routing
Number**-*****;. The State, in order: to carry out its lawful powers,duties,and responsibilities under Section
statutory reference, [e.g.,25-1-101,et seq.], 8 C.R.S.,as amended; and,to effectively utilize legislative
appropriations made and provided therefore, in coordination with like powers,duties,and responsibilities of the
Contractor, has determined that public health services are desirable in Name of County or District, Colorado.
Describe statutory basis for the Task Order[e.g., Early and Periodic Screening. Diagnosis and Treatment,
(hereinafter referred to as EPSDT)services are required under the Medicaid program for needy individuals under
age 21]. The State,through name affected programs [e.g.,the Health Care Program for Children with Special
Needs(hereinafter referred to as HCP),the Child Health Program, and the Prenatal Program, has a mandate to
provide care coordination services for eligible women and children]. Describe 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].
Page 22 of 28
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,(which is attached hereto as
Attachment *). The State and the Contractor mutually agree that briefly describe service to be provided [e.g.,the
employment of public health nurse(s)(PHN)under the administrative control of the Contractor, is the most efficient
and effective way of providing the public health nursing services under the County Nursing Services Program
(hereinafter referred to as County Nursing)]. The State and the Contractor agree that the most efficient and effective
way of providing these services is at the local level. The State shall contract with the Contractor to assure that
briefly describe what services are to be provided [e.g.,patients are provided EPSDT administrative case
management and outreach activities in such a way as to encourage their participation in the EPSDT Program]. The
State describe other factors as necessary [e.g.,either directly or through interagency collaboration provides
prevention, identification, assessment,and treatment services to children and their families in a culturally respectful
manner building on community-based resources]. 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, stated below,the parties hereto
agree as follows:
A. PERIOD OF PERFORMANCE AND CONTRACT TERMINATION. The effective date of this Task
Order is ********* **, ****, or on the date this Task Order is approved by the State Controller,
whichever is later. The term of this Task Order shall commence on********* ** **** and continue
through and including********* ** **** unless sooner terminated by the parties pursuant to the terms
and conditions of the Master Contract.
B. SCOPE OF WORK. The Contractor, in accordance with the terms and conditions of the Master Contract
and this Task Order,agrees to perform and complete, in a timely and satisfactory manner, all work items
described in the Statement of Work and Budget,which are incorporated herein by this reference, made a
part hereof and attached hereto as"Attachment A".
C. COMPENSATION. In accordance with the rates set forth in Attachment A hereto,the State shall cause to
be paid to the Contractor an amount not to exceed STATE DOLLAR AMOUNT,($*.**1 under this Task
Order. Of this total amount,state amount of federal funds, are derived from a funding source of the
Federal government and, state amount of state funds are derived from a funding source of the State of
Colorado. The Contractor shall submit a"Contract Reimbursement Statement",a copy of which is
incorporated herein by this reference, made a part hereof,and attached hereto as"Attachment *"
requesting payment from the State. All contract reimbursement statements: must reference the Master
Contract's contract routing number and this Task Order's routing number; 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
contract reimbursement statement. The Contractor shall maintain original documentation for all costs
related to the Contractor's performance under this Task Order.
Page 23 of 28
D. PAYMENT MECHANISM. Payments under this Task Order shall be made either through the State's
Electronic Fund Transfer system or,upon the Contractor's monthly submission of duplicate invoices
requesting reimbursement for those services provided in the previous month.
E. ADDITIONAL PROVISIONS.
State Division or Program Specific Requirements which are not covered by the General or Special
Provisions of the Master Contract,e..g.,
[I. The Contractor agrees to provide services to all Program participants and employees in a
smoke-free environment in accordance with Public Law 103-227, also known as"the
Pro-Children Act of 1994",(Act). Public Law 103-227 requires that smoking not be permitted in
any portion of any indoor facility owned or leased or contracted for by an entity and used
routinely or regularly for the provision of health, day care, early childhood development services,
education or library services to children under the age of 18, if the services are funded by Federal
programs either directly or through State or local governments,by Federal grant, contract, loan,or
loan guarantee. The law also applies to children's services that are provided in indoor facilities
that are constructed,operated,or maintained with such Federal funds. The law does not apply to
children's services provided in private residences;portions of facilities used for inpatient drug or
alcohol treatment; service providers whose sole source of applicable Federal funds is Medicare or
Medicaid;or facilities where WIC coupons are redeemed. Failure to comply with the provision of
Public Law 103-227 may result in the imposition of a civil monetary penalty of up to$1,000 for
each violation and/or the imposition of an administrative compliance order on the responsible
entity. By signing this contract,the Contractor certifies that the Contractor will comply with the
requirements of the Act and will not allow smoking within any portion of any indoor facility used
for the provision of services for children as defined by the Act. The Contractor agrees that it will
require that the language of the Act be included in any subcontracts which contain provisions for
children's services and that all contractors shall sign and agree accordingly.]
2. The Contractor certifies,to the best of its knowledge and belief,that no federally appropriated
funds have been paid or will be paid by or on behalf of the Contractor,to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with the awarding of this Task Order,and the extension,continuation,renewal,
amendment, or modification of this Task Order, or any grant, loan, or other cooperative agreement
that utilizes Federal funds. If any funds other than federally appropriated funds have been paid or
will be paid to any person for influencing or attempting to influence an officer or employee of any
agency, Member of Congress,an officer or employee of Congress in connection with this Task
Order, or any other grant, loan, or other cooperative agreement,then the Contractor shall complete
and submit Standard Form- LLL, "Disclosure Form to Report Lobbying" in accordance with its
instructions. The Contractor shall require that the language of this certification be included in the
award documents for subawards at all tiers(including subcontracts, subgrants,and contracts under
grants, loans,and cooperative agreements)and that all subrecipients shall certify and disclose
accordingly. This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. This certification is a prerequisite for making or
entering into this transaction imposed by section 1352,title 31, U.S. Code. Any person who fails
to file the required certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.
Page 24 of 28
3. Title V, Section 504 (b)(6).Title V funds may not be used to pay for any item or service(other
than an emergency item or service)furnished by an individual or entity convicted of a criminal
offense under the Medicare or any State health care program(i.e.,Medicaid, Maternal and Child
Health,or Social Services Block Grant programs).
4. The Contractor shall protect the confidentiality of all applicant or recipient records and other
materials that are maintained in accordance with this Task Order. Except for purposes directly
connected with the administration of this Program,no information about or obtained from any
applicant or recipient shall be disclosed in a form identifiable with the applicant or recipient
without the prior written consent of the applicant or recipient or a minor's parent or guardian or as
otherwise properly ordered by a court of competent jurisdiction. The Contractor shall have
written policies governing access to, duplication and dissemination of,all such information. The
Contractor shall advise its employees,agents, servants,and subcontractors, if any,that they are
subject to these confidentialities.
5. The Contractor shall not charge for services to those individuals of families at or below the
official poverty line as defined by the Office of Management and Budget in accordance with Title
V, Section 501 (B)(2)and Section 505 (2)(d). The 100%of poverty income guideline for farm
or nonfarm families is currently at$7,740 for an individual;$10,360 for a family of 2;$12,980 for
a family of 3;$15,600 for a family of 4; $18,220 for a family of 5; $20,840 for a family of 6;
$23,460 for a family of 7;$26,080 for a family of 8. For families of more than eight, add$2,620
for each additional member. These guidelines shall change during the contract year. When the
new poverty income guidelines are received by the State from the office of Management and
Budget,these guidelines shall be forwarded to the Contractor and should be used upon receipt. If
any charges are imposed for services to clients who are above the 100%of poverty level, such
charges must be on a sliding scale which takes into account the client's family size, income and
resources. These charges and the sliding fee scale must be made available to the general public
and to all clients and must be based on the agency's usual and customary cost for the service.
Clients must understand they will not be denied services for inability to pay any of the sliding fee
charges.
6. The Contractor shall: (1)inform potentially eligible recipients that the "Colorado Baby Care/Kid's
Care Program"(CBC/KCP)exists and that potentially eligible recipients should apply for
coverage under that program through the local county department of Social Services;(2) inform
the potential recipient that CBC/KCP may be a potential source of payment for their child's care;
and(3) inform the potential recipient that in order to receive continuing coverage under CBC/KCP
they be encouraged to complete an application fully as soon as possible(CBC/KCP allows for up
to 60 days of presumptive eligibility for pregnant women who are registered with Medicaid.); and
(4)obtain from Medicaid and have present at their facility current information regarding
eligibility and services under CBC/KCP. Potentially eligible recipients are pregnant women, up to
two months postpartum,and children up to 6 years of age,who are reasonably believed to meet
CBC/KCP family financial requirements.]
E. 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 25 of 28
IN WITNESS WHEREOF,the parties hereto have executed this Task Order as of the day first above written.
CONTRACTOR: STATE:
(LEGAL NAME) STATE OF COLORADO
(Legal type of entity) Bill Owens. Governor
By: By:
Name: For the Executive Director
Title: Colorado Department of
FEIN: Public Health and Environment
ATTEST: PROGRAM APPROVAL:
(Seal)
By: By:
County,City,Town Clerk or Equivalent
Corporate Secretary or Equivalent
APPROVALS:
DEPARTMENT OF LAW DEPARTMENT OF PERSONNEL
OFFICE OF THE ATTORNEY GENERAL OFFICE OF THE STATE CONTROLLER
Ken Salazar,Attorney General Arthur L. Barnhart,State Controller
By: By:
Page 26 of 28
STATE OF COLORADO
Rill Owens,Governor �pCo-
Jane L Norton,Executive Director e6' _"; +4 \
Dedicated to protecting and improving the health and environment of the people of Colorado
* 14
4300 Cherry Creek Dr.S. Laboratory and Radiation Services Division Nx�^., ' !
d *
Denver,Colorado 80246-1530 8100 Lowry Blvd. ^'1876 w
Phone(303)692-2000 Denver CO 80220-6928
Located in Glendale,Colorado (303)692-3090 Colorado Department
of Public Health
http://www.cdphe.state.co.us
and Environment
[Date] Sample Task Order Change Order Letter Attachment B
State Fiscal Year 19** - **, Task Order Change Order Letter Number**, Contract Routing Number**-*****
Pursuant to paragraph ** of the Task Order with contract routing number**-*****and contract encumbrance number
***********, (as amended by Task Order Renewal Letter**, contract routing number******* and/or Task Order Change
Order Letter**,contract routing number*******, if any), hereinafter referred to as the"Original Task Order"(a copy of
which is attached hereto and by this reference incorporated herein and made a part hereof)between the State of Colorado,
Department of Public Health and Environment and Contractor's Legal Name,for the term from ********* ** ****
through ********* ** **** the parties agree that the maximum amount payable by the State for the eligible services
referenced in paragraph ** of the Original Task Order is increased/decreased by dollar amount DOLLARS, ($*.**)for a new
total financial obligation of the State of dollar amount DOLLARS,($*.**). The revised Scope of Work,which is attached
hereto as"Attachment 1", and the revised budget,which is attached hereto as"Attachment 2", are incorporated herein by
this reference and made a part hereof. The first sentence in paragraph ** of the Original Task Order is hereby modified
accordingly. All other terms and conditions of the Original Task Order are hereby reaffirmed. This amendment to the
Original Task is intended to be effective as of********* **, ****. However, in no event shall this amendment 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 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: By:
For the Executive Director
Print Name: DEPARTMENT OF PUBLIC HEALTH
AND ENVIRONMENT
Title:
FEIN:
APPROVALS:
CONTROLLER: PROGRAM:
By: By:
Arthur L. Barnhart
Page 27 of 28
STATE OF COLORADO
Bill Owens,Governor
Jane E.Norton, Executive Director 6
Dedicated to protecting and improving the health and environment of the people of Colorado * ry
4300 Cherry Creek Dr.S. Laboratory and Radiation Services Division *
x\ J*
Denver, Colorado 80246-1530 8100 Lowry Blvd. 1896
Phone(303)692-2000 Denver CO 80220-6928
I ocated in Glendale,Colorado (303)692-3090 Colorado Depamnent
of Public Health
http://www.cdphe.state.co.us
and Environment
[Date] Sample Task Order Renewal Letter Attachment C
State Fiscal Year 19** - **, Task Order Renewal Letter Number**, Contract Routing Number*******
Pursuant to paragraph ** of the Task Order with contract routing number******* and contract encumbrance number
***********,(as amended by Task Order Change Order Letter**,contract routing number**-*****, and/or Task Order
Renewal Letter**, contract routing number**-*****, if any),hereinafter referred to as the"Original Task Order"(a copy of
which is attached hereto and by this reference incorporated herein and made a part hereof)between the State of Colorado,
Department of Public Health and Environment and Contractor's Legal Name, for the renewal term from ********* **,
****,through ********* **. ****,the parties agree that the maximum amount payable by the State for the eligible services
referenced in paragraph ** of the Original Task Order is increased/decreased by dollar amount DOLLARS,($*.**)for a new
total financial obligation of the State of dollar amount DOLLARS,($*.**). The new Scope of Work,which is attached
hereto as"Attachment I", and the new budget,which is attached hereto as"Attachment 2", are incorporated herein by this
reference and made a part hereof. The first sentence in paragraph ** of the Original Task Order is hereby modified
accordingly. All other terms and conditions of the Original Task Order are hereby reaffirmed. This amendment to the
Original Task Order is intended to be effective as of********* ** **** However, in no event shall this amendment 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 Letter will be returned to you when
fully approved.
Contractor's Legal Name STATE OF COLORADO
(legal type of entity) Bill Owens, Governor
By: By:
For the Executive Director
Print Name: DEPARTMENT OF PUBLIC HEALTH
AND ENVIRONMENT
Title:
FEIN:
APPROVALS:
CONTROLLER: PROGRAM:
By: By:
Arthur L. Barnhart
Page 28 of 28
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