HomeMy WebLinkAbout20242235.tiffRESOLUTION
RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR DISABILITY PROGRAM
NAVIGATOR 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 an Intergovernmental Agreement for a
Disability Program Navigator between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Department of Human Services,
and the Colorado Department of Labor and Employment, Division of Vocational Rehabilitation,
commencing upon full execution of signatures, and ending June 30, 2025, with further terms and
conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Intergovernmental Agreement for a Disability Program Navigator
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services, and the
Colorado Department of Labor and Employment, Division of Vocational Rehabilitation, be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 21st day of August, A.D., 2024.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY CO ORADO
ATTEST: Gl
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Weld County Clerk to the Board
BY:
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Deputy Clerk to the Board
APPROVE
ounty Att- ey
Date of signature:
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3. Ross, Chair
Perry L. B
k, Pro-Tem
Mike F eeman
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2024-2235
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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Intergovernmental Agreement between Employment Services of Weld County
and the Department of Labor and Employment on behalf of the Division of
Vocational Rehabilitation
DEPARTMENT: Human Services DATE: August 13, 2024
PERSON REQUESTING: Jamie Ulrich, Director, Human Services
Brief description of the problem/issue: The Department is requesting to enter into an Intergovernmental
Agreement (IGA) between Employment Services of Weld County (ESWC) and the Colorado Department of Labor
and Employment (CDLE) on behalf of the Division of Vocational Rehabilitation (DVR), also known as KAVA CT
2023.2930(7582), fora Disability Program Navigator. The purpose of the Contract is to outline the Parties'
understandings and expectations regarding the operation of the Disability Program Navigator initiative.
The Disability Program Navigator (DPN) will assist people with disabilities in making referrals to DVR and
workforce services to provide successful employment outcomes, increase community linkages, and provide new
patterns of services for people with disabilities within all categories of disabilities. The program's goals include
building on current referral to DVR and WIOA Title I and III programs; creating a career pathway through
employment services; filling the dual enrollment case coordination gap for the target population; and
supporting collaboration between DVR and local Workforce Area.
What options exist for the Board?
• Approval of the IGA between ESWC and CDLE on behalf of the DVR.
• Deny approval of IGA between ESWC and CDLE on behalf of the DVR.
Consequences: There will not be an IGA between ESWC and CDLE on behalf of the DVR.
Impacts: Programs outlined in the IGA will not be funded and clients will not have these services.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
• Funded through State Grants.
• Term: July 1, 2024 through June 30, 2025.
• Total Grant: $127,006.20.
• Approved by Legal (B. Howell).
Pass -Around Memorandum, August 13, 2024 - CMS ID 8626
2024-2235
N12-0 0C Ro
Recommendation:
• Approval of the Intergovernmental Agreement and authorize the Chair to sign electronically.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck, Pro-Tem
Mike Freeman m`
Scott K. James
Kevin D. Ross, Chair 144.
Lori Saine pY
Pass -Around Memorandum; August 13, 2024 - CMS ID 8626
STATE OF COLORADO INTERGOVERNMENTAL
AGREEMENT
COVER PAGE
State Agency
Colorado Department of Labor and Employment on behalf of
the Division of Vocational Rehabilitation
Contract Number
KAVA CT 2025-423(9313)
Contractor
Board of County Commissioners of Weld County
Unique Entity ID: MKKXT9U9MTV5
Contract Performance Beginning Date
Effective Date
Contract Maximum Amount
Initial Term
State Fiscal Year 2025 $127,006.20
Extension Terms
State Fiscal Year 2026 $0.00
State Fiscal Year 2027 $0.00
State Fiscal Year 2028 $0.00
State Fiscal Year 2029 $0.00
Total for All State Fiscal Years $127,006.20
Initial Contract Expiration Date
June 30, 2025
Contract Authority
C.R.S. § 8-8-106 and 34 Code of Federal Regulations
("CFR") Part 361
Contract Purpose
Disability Program Navigator (DPN) will assist people with disabilities in making referrals to DVR and workforce services to
provide successful employment outcomes, increase community linkages, and provide new patterns of services for people with
disabilities within all categories of disabilities. The program's goals include (a) building on current referral to DVR and WIOA
Title I and III programs; (b) creating a career pathway through employment services; (c) filling the dual enrollment case
coordination gap for the target population; and (d) supporting collaboration between DVR and local Local Workforce Area.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Contract:
1. Exhibit A — Statement of Work
2. Exhibit B — Sample Option Letter
3. Exhibit C — PII Certification
4. Exhibit D — Contract Federal Provisions
In the event of a conflict or inconsistency between this Contract and any Exhibit or attachment, such conflict or inconsistency
shall be resolved by reference to the documents 'the following order of priority:
1. Exhibit D -Contract Federal Provisions
2. Colorado Special Provisions in §18 of the main body of this Contract.
3. The provisions of the other sections of the main body of this Contract.
4. Exhibit A, Statement of Work.
5. Exhibit C-PII Certification
6. Exhibit B, Sample Option Letter.
Principal Representatives
For the State: For Contractor:
Kristin Corash Karina Amaya-Ragland, Workforce Director
Division of Vocational Rehabilitation Weld County
633 17th Street 315 N. I lth Avenue Building B s
Denver, CO 80202 Greely, CO 80631
Kristin.Corash@state.co.us Kamaya@weldgov.com
Contract Number: KAVA CT 2025-42,3B) Page 1 of 23
Version 07.2022
Docusign Envelope ID: 1 F68C090-0453-41 FD-83A0-43D7BBAA09D0
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that the signer is duly authorized to execute this Contract and to
bind the Party authorizine such sienature.
CONTRACTOR
Board of County Commissioners
Weld County, Colorado
6 -it, V. Koss
STATE OF COLORADO
Jared S. Polis, Governor
Colorado Department of Labor and Employment
Joe M. Barela, Executive Director
tzns{iln, Cor t,
By: Kristin Corash, Director
August 26, 2024
Date:
By: Kevin D. Ross, Chair
August 22, 2024
Date:
Attest
In accordance with §24-30-202, C.R.S., this Contract is not
valid until signed and dated below by the State Controller or
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Attest: �5TU.t,^ `�. &Si& — C f0
,J'�I� an authorized delegate.
(1A.�, boa�'i STATE CONTROLLER
Clerk to the Board
Robert Jaros, CPA, MBA, JD
by: Esther E. Gesick - Clerk to theoardPaulinaDelora,
' I' ittic
State Controller Delegate
Michelle King
Deputy Clerk to the Board
August 28, 2024
Effective Date:
Contract Number: KAVA CT 2025-423(9313) Page 2 of 23 Version 07.2022
TABLE OF CONTENTS
2.
3.
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18.
1.
COVER PAGE
.SIGNATURE PAGE
PARTIES
TERM AND EFFECTIVE DATE
DEFINITIONS
STATEMENT OF WORK
PAYMENTS TO CONTRACTOR
REPORTING - NOTIFICATION
CONTRACTOR RECORDS
CONFIDENTIAL INFORMATION -STATE RECORDS
CONFLICTS OF INTEREST
INSURANCE
BREACH OF CONTRACT
REMEDIES
DISPUTE RESOLUTION
NOTICES AND REPRESENTATIVES
RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
STATEWIDE CONTRACT MANAGEMENT SYSTEM
GENERAL PROVISIONS
COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
1
2
3
3
4
7
7
8
9
10
it
12
14
14
16
16
17
18
18
21
PARTIES
This Contract is entered into by and between Contractor named on the Cover Page for this
Contract (the "Contractor"), and the STATE OF COLORADO acting by and through the State
agency named on the Cover Page for this Contract (the "State"). Contractor and the State agree
to the terms and conditions in this Contract.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State shall not
be bound by any provision of this Contract before the Effective Date, and shall have no
obligation to pay Contractor for any Work performed or expense incurred before the
Effective Date or after the expiration or sooner termination of this Contract.
Initial Term
The Parties' respective performances under this Contract shall commence on the Contract
Performance Beginning Date shown on the Cover Page for this Contract and shall terminate
on the Initial Contract Expiration Date shown on the Cover Page for this Contract (the
"Initial Term") unless sooner terminated or further extended in accordance with the terms of
this Contract.
C. Extension Terms - State's Option
The State, at its discretion, shall have the option to extend the performance under this
Contract beyond the Initial Term fora period, or for successive periods, of one year or less
Contract Number: ICA, CT 2025-023(9313) Page 3 of 23 Version 07.2022
at the same rates and under the same terms specified in the Contract (each such period an
"Extension Term"). In order to exercise this option, the State shall provide written notice to
Contractor in a form substantially equivalent to the Sample Option Letter attached to this
Contract. Except as stated in §2.D, the total duration of this Contract, including the exercise
of any options to extend, shall not exceed five years from its Effective Date absent prior
approval from the State Purchasing Director in accordance with the Colorado Procurement
Code.
End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in place,
the State, at its discretion, upon written notice to Contractor as provided in §14, may
unilaterally extend such Initial Term or Extension Term fora period not to exceed two
months (an "End of Term Extension"), regardless of whether additional Extension Terms
are available or not. The provisions of this Contract in effect when such notice is given shall
remain in effect during the End of Term Extension. The End of Term Extension shall
automatically terminate upon execution of a replacement contract or modification extending
the total term of this Contract.
E. Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of Colorado
as determined by its Governor, General Assembly, or Courts. If this Contract ceases to
further the public interest of the State, the State, in its discretion, may terminate this
Contract in whole or in part. A determination that this Contract should be terminated in the
public interest shall not be equivalent to a State right to terminate for convenience. This
subsection shall not apply to a termination of this Contract by the State for breach by
Contractor, which shall be governed by §12.A.i.
i. Method and Content
The State shall notify Contractor of such termination in accordance with §14. The notice shall
specify the effective date of the termination and whether it affects all or a portion of this
Contract, and shall include, to the extent practicable, the public interest justification for the
termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Contractor shall be
subject to the rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Contract in the public interest, the State shall pay Contractor an
amount equal to the percentage of the total reimbursement payable under this Contract that
corresponds to the percentage of Work satisfactorily completed and accepted, as determined by
the State, less payments previously made. Additionally, if this Contract is less than 60%
completed, as determined by the State, the State may reimburse Contractor fora portion of
actual out-of-pocket expenses, not otherwise reimbursed under this Contract, incurred by
Contractor which are directly attributable to the uncompleted portion of Contractor's
obligations, provided that the sum of any and all reimbursement shall not exceed the maximum
amount payable to Contractor hereunder.
3. DEFINITIONS
Contract Number: KAVA CT 2025-423,931, Page 4 of 23 Version 07.2022
The following terms shall be construed and interpreted as follows:
A. "Breach of Contract" means the failure of a Party to perform any of its obligations in
accordance with this Contract, in whole or in part or in a timely or satisfactory manner. If
Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term
of this Contract, then such debarment or suspension shall constitute a breach.
B. "Business Day" means any day in which the State is open and conducting business, but
shall not include Saturday, Sunday or any day on which the State observes one of the
holidays listed in §24-11-101(1), C.R.S.
C. "Chief Procurement Officer" means the individual to whom the Executive Director has
delegated his or her authority pursuant to §24-102-202 to procure or supervise the
procurement of all supplies and services needed by the State.
"CM" means criminal justice information collected by criminal justice agencies needed for
the performance of their authorized functions, including, without limitation, all information
defined as criminal justice information by the U.S. Department of Justice, Federal Bureau
of Investigation, Criminal Justice Information Services Security Policy, as amended and all
Criminal Justice Records as defined under §24-72-302, C.R.S.
E. "Contract" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto.
F. "Contract Funds" means the funds that have been appropriated, designated, encumbered,
or otherwise made available for payment by the State under this Contract.
"CORA" means the Colorado Open Records Act, §§24-72-200.1, eh seq., C.R.S.
"End of Term Extension" means the time period defined in §2.D.
"Effective Date" means the date on which this Contract is approved and signed by the
Colorado State Controller or designee, as shown on the Signature Page for this Contract. If
this Contract is for a Major Information Technology Project, as defined in
§24-37.5-102(2.6), C.R.S., then the Effective Date of this Contract shall be the later of the
date on which this Contract is approved and signed by the State's Chief Information Officer
or authorized delegate or the date on which this Contract is approved and signed by the
State Controller or authorized delegate, as shown on the Signature Page for this Contract.
J. "Exhibits" means the exhibits and attachments included with this Contract as shown on the
Cover Page for this Contract.
K. "Extension Term" means the time period defined in §2.C.
"Goods" means any movable material acquired, produced, or delivered by Contractor as
set forth in this Contract and shall include any movable material acquired, produced, or
delivered by Contractor in connection with the Services.
"Incident" means any accidental or deliberate event that results in or constitutes an
imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or
destruction of any communications or information resources of the State, which are
included as part of the Work, as described in §§24-37.5-401 et. seq. C.R.S. Incidents
include, without limitation (i) successful attempts to gain unauthorized access to a State
system or State Information regardless of where such information is located; (ii) unwanted
disruption or denial of service; (iii) the unauthorized use of a State system for the
Contract Number KAVA CT 2025-423(9313) Page 5 of 23 Version 07.2022
processing or storage of data; or (4) changes to State system hardware, firmware, or
software characteristics without the State's knowledge, instruction, or consent."
N. "Initial Term" means the time period defined in §2.B.
O. "Party" means the State or Contractor, and "Parties" means both the State and Contractor.
P. "PCI" means payment card information including any data related to credit card holders'
names, credit card numbers, or the other credit card information as may be protected by
state or federal law.
Q.
"PII" means personally identifiable information including, without limitation, any
information maintained by the State about an individual that can be used to distinguish or
trace an individual's identity, such as name, social security number, date and place of birth,
mother's maiden name, or biometric records; and any other information that is linked or
linkable to an individual, such as medical, educational, financial, and employment
information. PII includes, but is not limited to, all information defined as personally
identifiable information in 424-72-501 and 24-73-101, C.R.S."PII" shall also mean
"personal identifying information" as set forth at § 24-74-102, et. seq., C.R.S.
R. "Services" means the services to be performed by Contractor as set forth in this Contract,
and shall include any services to be rendered by Contractor in connection with the Goods.
S. "State Confidential Information" means any and all State Records not subject to
disclosure under CORA. State Confidential Information shall include, but is not limited to,
PII, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under
CORA. State Confidential Information shall not include information or data concerning
individuals that is not deemed confidential but nevertheless belongs to the State, which has
been communicated, furnished, or disclosed by the State to Contractor which (i) is subject
to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at
the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available
without breach of any obligation owed by Contractor to the State; (iv) is disclosed to
Contractor, without confidentiality obligations, by a third party who has the right to disclose
such information; or (v) was independently developed without reliance on any State
Confidential Information.
T. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(x), C.R.S.
U. "State Fiscal Year" means a 12 month period beginning on July 1 of each calendar year
and ending on June 30 of the following calendar year. If a single calendar year follows the
term, then it means the State Fiscal Year ending in that calendar year.
v. "State Records" means any and all State data, information, and records, regardless of
physical form, including, but not limited to, information subject to disclosure under CORA.
w. "Subcontractor" means third -parties, if any, engaged by Contractor to aid in performance
of the Work.
x. "Tax Information" means federal and State of Colorado tax information including, without
limitation, federal and State tax returns, return information, and such other tax -related
information as may be protected by federal and State law and regulation. Tax Information
includes, but is not limited to all information defined as federal tax information in Internal
Revenue Service Publication 1075.
Contract Number, KAVA CT 2025-423,9313) Page 6 of 23 Version 07.2022
Y. "Work" means the Goods delivered and Services performed pursuant to this Contract.
Z. "Work Product" means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work
Product" does not include any material that was developed prior to the Effective Date that is
used, without modification, in the performance of the Work.
Any other term used in this Contract that is defined in an Exhibit shall be construed and
interpreted as defined in that Exhibit.
4. STATEMENT OF WORK
Contractor shall complete the Work as described in this Contract and in accordance with the
provisions of Exhibit A. The State shall have no liability to compensate Contractor for the
delivery of any goods or the performance of any services that are not specifically set forth in
this Contract.
5. PAYMENTS TO CONTRACTOR
A. Maximum Amount
Payments to Contractor are limited to the unpaid, obligated balance of the Contract Funds.
The State shall not pay Contractor any amount under this Contract that exceeds the Contract
Maximum for that State Fiscal Year shown on the Cover Page for this Contract.
Payment Procedures
i. Invoices and Payment
a. The State shall pay Contractor in the amounts and in accordance with the
schedule and other conditions set forth in Exhibit A.
Contractor shall initiate payment requests by invoice to the State, in a form and
manner approved by the State.
c. The State shall pay each invoice within 45 days following the State's receipt of
that invoice, so long as the amount invoiced correctly represents Work
completed by Contractor and previously accepted by the State during the term
that the invoice covers. If the State determines that the amount of any invoice is
not correct, then Contractor shall make all changes necessary to correct that
invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work
performed or deliverables provided under this Contract.
ii. Interest
Amounts not paid by the State within 45 days after the State's acceptance of the invoice shall
bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month, as
required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall
not accrue on unpaid amounts that the State disputes in writing. Contractor shall invoice the
State separately for accrued interest on delinquent amounts, and the invoice shall reference the
delinquent payment, the number of day's interest to be paid and the interest rate.
iii. Payment Disputes
Contract Number: KAVA CT 2025-423,9313) Page 7 of 23 Version 07.2022
If Contractor disputes any calculation, determination or amount of any payment, Contractor
shall notify the State in writing of its dispute within 30 days following the earlier to occur of
Contractor's receipt of the payment or notification of the determination or calculation of the
payment by the State. The State will review the information presented by Contractor and may
make changes to its determination based on this review. The calculation, determination or
payment amount that results from the State's review shall not be subject to additional dispute
under this subsection. No payment subject to a dispute under this subsection shall be due until
after the State has concluded its review, and the State shall not pay any interest on any amount
during the period it is subject to dispute under this subsection.
iv. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the current State
Fiscal Year. Payment to Contractor beyond the current State Fiscal Year is contingent on the
appropriation and continuing availability of Contract Funds in any subsequent year (as
provided in the Colorado Special Provisions). If federal funds or funds from any other
non -State funds constitute all or some of the Contract Funds the State's obligation to pay
Contractor shall be contingent upon such non -State funding continuing to be made available for
payment. Payments to be made pursuant to this Contract shall be made only from Contract
Funds, and the State's liability for such payments shall be limited to the amount remaining of
such Contract Funds. If State, federal or other funds are not appropriated, or otherwise become
unavailable to fund this Contract, the State may, upon written notice, terminate this Contract, in
whole or in part, without incurring further liability. The State shall, however, remain obligated
to pay for Services and Goods that are delivered and accepted prior to the effective date of
notice of termination, and this termination shall otherwise be treated as if this Contract were
terminated in the public interest as described in §2.5.
6. REPORTING - NOTIFICATION
0 Quarterly Reports.
In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any
contract having a term longer than three months, Contractor shall submit, on a quarterly
basis, a written report specifying progress made for each specified performance measure
and standard in this Contract. Such progress report shall be in accordance with the
procedures developed and prescribed by the State. Progress reports shall be submitted to the
State not later than five Business Days following the end of each calendar quarter or at such
time as otherwise specified by the State.
B. Litigation Reporting
If Contractor is served with a pleading or other document in connection with an action
before a court or other administrative decision making body, and such pleading or
document relates to this Contract or may affect Contractor's ability to perform its
obligations under this Contract, Contractor shall, within 10 days after being served, notify
the State of such action and deliver copies of such pleading or document to the State's
principal representative identified on the Cover Page for this Contract.
C. Performance Outside the State of Colorado or the United States, §24-102-206, C.R.S.
To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor
shall provide written notice to the State, in accordance with §14 and in a form designated
by the State, within 20 days following the earlier to occur of Contractor's decision to
perform Services outside of the State of Colorado or the United States, or its execution of
Contract Number. KAVA CT 2025-423,931, Page 8 of 23 Version 07.2022
an agreement with a Subcontractor to perform, Services outside the State of Colorado or the
United States. Such notice shall specify the type of Services to be performed outside the
State of Colorado or the United States and the reason why it is necessary or advantageous to
perform such Services at such location or locations, and such notice shall be a public
record. Knowing failure by Contractor to provide notice to the State under this section shall
constitute a breach of this Contract. This section shall not apply if the Contract Funds
include any federal funds.
7. CONTRACTOR RECORDS
A. Maintenance
Contractor shall maintain a file of all documents, records, communications, notes and other
materials relating to the Work (the "Contractor Records"). Contractor Records shall include
all documents, records, communications, notes and other materials maintained by
Contractor that relate to any Work performed by Subcontractors, and Contractor shall
maintain all records related to the Work performed by Subcontractors required to ensure
proper performance of that Work. Contractor shall maintain Contractor Records until the
last to occur of: (i) the date three years after the date this Contract expires or is terminated,
(ii) final payment under this Contract is made, (iii) the resolution of any pending Contract
matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit is
pending, the date such audit is completed and its findings have been resolved (the `'Record
Retention Period").
Inspection
Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe
Contractor Records during the Record Retention Period. Contractor shall make Contractor
Records available during normal business hours at Contractor's office or place of business,
or at other mutually agreed upon times or locations, upon no fewer than two Business Days'
notice from the State, unless the State determines that a shorter period of notice, or no
notice, is necessary to protect the interests of the State.
C. Monitoring
The State, in its discretion, may monitor Contractor's performance of its obligations under
this Contract using procedures as determined by the State. The State shall monitor
Contractor's performance in a manner that does not unduly interfere with Contractor's
performance of the Work.
D. Final Audit Report
Contractor shall promptly submit to the State a copy of any final audit report of an audit
performed on Contractor's records that relates to or affects this Contract or the Work,
whether the audit is conducted by Contractor or a third party.
8. CONFIDENTIAL INFORMATION -STATE RECORDS
A. Confidentiality
Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all
State Records, unless those State Records are publicly available. Contractor shall not,
without prior written approval of the State, use, publish, copy, disclose to any third party, or
permit the use by any third party of any State Records, except as otherwise stated in this
Contract, permitted by law or approved in Writing by the State. Contractor shall provide for
Contract Number: KAVA CT 2025-423(9313) Page 9 of 23 Version 07.2022
the security of all State Confidential Information in accordance with all policies
promulgated by the Colorado Office of Information Security and all applicable laws, rules,
policies, publications, and guidelines. If Contractor or any of its Subcontractors will or may
receive the following types of data, Contractor or its Subcontractors shall provide for the
security of such data according to the following: (i) the most recently promulgated IRS
Publication 1075 for all Tax Information and in accordance with the Safeguarding
Requirements for Federal Tax Information attached to this Contract as an Exhibit, if
applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security
Standards Council thrall PCI, (iii) the most recently issued version of the U.S. Department
of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security
Policy for all CJI, if applicable. Contractor shall immediately forward any request or
demand for State Records to the State's principal representative.
Other Entity Access and Nondisclosure Agreements
Contractor may provide State Records to its agents, employees, assigns and Subcontractors
as necessary to perform the Work, but shall restrict access to State Confidential Information
to those agents, employees, assigns and Subcontractors who require access to perform their
obligations under this Contract. Contractor shall ensure all such agents, employees, assigns,
and Subcontractors sign agreements containing nondisclosure provisions at least as
protective as those in this Contract, and that the nondisclosure provisions are in force at all
times the agent, employee, assign or Subcontractor has access to any State Confidential
Information. Contractor shall provide copies of those signed nondisclosure provisions to the
State upon execution of the nondisclosure provisions.
C. Use, Security, and Retention
Contractor shall use, hold and maintain State Confidential Information in compliance with
any and all applicable laws and regulations in facilities located within the United States,
and shall maintain a secure environment that ensures confidentiality of all State
Confidential Information wherever located. Contractor shall provide the State with access,
subject to Contractor's reasonable security requirements, for purposes of inspecting and
monitoring access and use of State Confidential Information and evaluating security control
effectiveness. Upon the expiration or termination of this Contract, Contractor shall return
State Records provided to Contractor or destroy such State Records and certify to the State
that it has done so, as directed by the State. If Contractor is prevented by law or regulation
from returning or destroying State Confidential Information, Contractor warrants it will
guarantee the confidentiality of, and cease to use, such State Confidential Information.
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Incident Notice and Remediation
If Contractor becomes aware of any Incident, it shall notify the State immediately and
cooperate with the State regarding recovery, remediation, and the necessity to involve law
enforcement, as determined by the State. Unless Contractor can establish that none of
Contractor or any of its agents, employees, assigns or Subcontractors are the cause or
source of the Incident, Contractor shall be responsible for the cost of notifying each person
who may have been impacted by the Incident. After an Incident, Contractor shall take steps
to reduce the risk of incurring a similar type of Incident in the future as directed by the
State, which may include, but is not limited to, developing and implementing a remediation
plan that is approved by the State at no additional cost to the State. The State may, in its
sole discretion and at Contractor's sole expense, require Contractor to engage the services
of an independent, qualified, State -approved third party to conduct a security audit.
Contractor shall provide the State with the results of such audit and evidence of
Contractor's planned remediation in response to any negative findings.
E. Data Protection and Handling
Contractor shall ensure that all State Records and Work Product in the possession of
Contractor or any Subcontractors are protected and handled in accordance with the
requirements of this Contract, including the requirements of any Exhibits hereto, at all
times.
F. Safeguarding PII
If Contractor or any of its Subcontractors will or may receive PII under this Contract,
Contractor shall provide for the security of such PII, in a manner and form acceptable to the
State, including, without limitation, State non -disclosure requirements, use of appropriate
technology, security practices, computer access security, data access security, data storage
encryption, data transmission encryption, security inspections, and audits. Contractor shall
be a "Third -Party Service Provider" as defined in §24-73-103(1)(i), C.R.S. and shall
maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. In
addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited
to, Contractor's employees, agents and Subcontractors, agrees not to share any PII with any
third parties for the purpose of investigating for, participating in, cooperating with, or
assisting with Federal immigration enforcement. If Contractor is given direct access to any
State databases containing PH, Contractor shall execute, on behalf of itself and its
employees, the certification attached hereto as Exhibit on an annual basis Contractor's
duty and obligation to certify as set forth in Exhibit shall continue as long as Contractor
has direct access to any State databases containing PII. If Contractor uses any
Subcontractors to perform services requiring direct access to State databases containing PII,
the Contractor shall require such Subcontractors to execute and deliver the certification to
the State on an annual basis, so long as the Subcontractor has access to State databases
containing PII.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of interest
Contractor shall not engage in any business or activities, or maintain any relationships that
conflict in any way with the full performance of the obligations of Contractor under this
Contract. Such a conflict of interest would arise when a Contractor or Subcontractor's
employee, officer or agent were to offer or provide any tangible personal benefit to an
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employee of the State, or any member of his or her immediate family or his or her partner,
related to the award of, entry into or management or oversight of this Contract.
B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, even the appearance of a
conflict of interest shall be harmful to the State's interests. Absent the State's prior written
approval, Contractor shall refrain from any practices, activities or relationships that
reasonably appear to be in conflict with the full performance of Contractor's obligations
under this Contract.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a
conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a
disclosure statement setting forth the relevant details for the State's consideration. Failure to
promptly submit a disclosure statement or to follow the State's direction in regard to the
actual or apparent conflict constitutes a breach of this Contract.
D. Contractor acknowledges that all State employees are subject to the ethical principles
described in §24-18-105, C.R.S. Contractor further acknowledges that State employees
may be subject to the requirements of §24-18-105, C.R.S. with regard to this Contract.
10. INSURANCE
Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and
maintain, insurance as specified A this section A all times during the term of this Contract. All
insurance policies required by this Contract that are not provided through self-insurance shall
be issued by insurance companies as approved by the State.
A. Contractor Insurance
The Contractor is a "public entity" within the meaning of the Colorado Governmental
Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA") and shall maintain at all times
during the term of this Contract such liability insurance, by commercial policy or
self-insurance, as is necessary to meet its liabilities under the GIA.
Subcontractor Requirements
Contractor shall ensure that each Subcontractor that is a public entity within the meaning of
the GIA, maintains at all times during the terms of this Contract, such liability insurance,
by commercial policy or self-insurance, as is necessary to meet the Subcontractor's
obligations under the GIA. Contractor shall ensure that each Subcontractor that is not a
public entity within the meaning of the GIA, maintains at all times during the terms of this
Contract all of the following insurance policies:
i. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Contractor or Subcontractor employees acting within the course and
scope of their employment.
ii. General Liability
Commercial general liability insurance covering premises operations, fire damage, independent
contractors, products and completed operations, blanket contractual liability, personal injury,
and advertising liability with minimum limits as follows:
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$1,000,000 each occurrence;
b. $1,000,000 general aggregate;
c. $1,000,000 products and completed operations aggregate; and
d. $50,000 any one fire.
iii. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non -owned
autos) with a minimum limit of $1,000,000 each accident combined single limit.
iv. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PII, PCI, Tax
Information, and CJI, and claims based on alleged violations of privacy rights through
improper use or disclosure of protected information with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $2,000,000 general aggregate.
v. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate.
vi. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate.
C. Additional Insured
The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed
operations) required of Contractor and Subcontractors.
Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary over any
insurance or self-insurance program carried by Contractor or the State.
E. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or
non -renewal, except for cancellation based on non-payment of premiums, without at least
30 days prior notice to Contractor and Contractor shall forward such notice to the State in
accordance with §14 within seven days of Contractor's receipt of such notice.
F. Subrogation Waiver
All commercial insurance policies secured or maintained by Contractor or its
Subcontractors in relation to this Contract shall include clauses stating that each carrier
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shall waive all rights of recovery under subrogation or otherwise against Contractor or the
State, its agencies, institutions, organizations, officers, agents, employees, and volunteers.
G. Certificates
For each commercial insurance plan provided by Contractor under this Contract, Contractor
shall provide to the State certificates evidencing Contractor's insurance coverage required
in this Contract within seven Business Days following the Effective Date. Contractor shall
provide to the State certificates evidencing Subcontractor insurance coverage required
under this Contract within seven Business Days following the Effective Date, except that, if
Contractor's subcontract is not in effect as of the Effective Date, Contractor shall provide to
the State certificates showing Subcontractor insurance coverage required under this
Contract within seven Business Days following Contractor's execution of the subcontract.
No later than 15 days before the expiration date of Contractor's or any Subcontractor's
coverage, Contractor shall deliver to the State certificates of insurance evidencing renewals
of coverage. At any other time during the term of this Contract, upon request by the State,
Contractor shall, within seven Business Days following the request by the State, supply to
the State evidence satisfactory to the State of compliance with the provisions of this §10.
11. BREACH of CONTRACT
In the event of a Breach of Contract, the aggrieved Party shall give written notice of breach to
the other Party. If the notified Party does not cure the Breach of Contract, at its sole expense,
within 30 days after the delivery of written notice, the Party may exercise any of the remedies
as described in §12 for that Party. Notwithstanding any provision of this Contract to the
contrary, the State, in its discretion, need not provide notice or a cure period and may
immediately terminate this Contract in whole or in part or institute any other remedy in this
Contract in order to protect the public interest of the State; or if Contractor is debarred or
suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or
cure period and may terminate this Contract in whole or in part or institute any other remedy in
this Contract as of the date that the debarment or suspension takes effect.
12. REMEDIES
A. State's Remedies
If Contractor is in breach under any provision of this Contract and fails to cure such breach,
the State, following the notice and cure period set forth in §11, shall have all of the
remedies listed in this section in addition to all other remedies set forth in this Contract or at
law. The State may exercise any or all of the remedies available to it, in its discretion,
concurrently or consecutively.
i. Termination for Breach
in the event of Contractor's uncured breach, the State may terminate this entire Contract or any
part of this Contract. Contractor shall continue performance of this Contract to the extent not
terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Contractor shall not incur further obligations
or render further performance past the effective date of such notice, and shall terminate
outstanding orders and subcontracts with third parties. However, Contractor shall complete and
deliver to the State all Work not cancelled by the termination notice, and may incur obligations
as necessary to do so within this Contract's terms. At the request of the State, Contractor shall
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assign to the State all of Contractor's rights, title, and interest in and to such terminated orders
or subcontracts. Upon termination, Contractor shall take timely, reasonable and necessary
action to protect and preserve property in the possession of Contractor but in which the State
has an interest. At the State's request, Contractor shall return materials owned by the State in
Contractor's possession at the time of any termination. Contractor shall deliver all completed
Work Product and all Work Product that was in the process of completion to the State at the
State's request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Contractor for accepted Work
received as of the date of termination. If, after termination by the State, the State agrees that
Contractor was not in breach or that Contractor's action or inaction was excusable, such
termination shall be treated as a termination in the public interest, and the rights and obligations
of the Parties shall be as if this Contract had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain liable to the
State for any damages sustained by the State in connection with any breach by Contractor, and
the State may withhold payment to Contractor for the purpose of mitigating the State's damages
until such time as the exact amount of damages due to the State from Contractor is determined.
The State may withhold any amount that may be due Contractor as the State deems necessary
to protect the State against loss including, without limitation, loss as a result of outstanding
liens and excess costs incurred by the State in procuring from third parties replacement Work as
cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
Suspend Contractor's performance with respect to all or any portion of the Work pending
corrective action as specified by the State without entitling Contractor to an adjustment in price
or cost or an adjustment in the performance schedule. Contractor shall promptly cease
performing Work and incurring costs in accordance with the State's directive, and the State
shall not be liable for costs incurred by Contractor after the suspension of performance.
b. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Contractor's actions or inactions, cannot
be performed or if they were performed are reasonably of no value to the state; provided, that
any denial of payment shall be equal to the value of the obligations not performed.
d. Removal
Demand immediate removal of any of Contractor's employees, agents, or Subcontractors from
the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise
unacceptable or whose continued relation to this Contract is deemed by the State to be contrary
to the public interest or the State's best interest.
e. Intellectual Property
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If any Work infringes, or if the State in its sole discretion determines that any
Work is likely to infringe, a patent, copyright, trademark, trade secret or other
intellectual property right, Contractor shall, as approved by the State (i) secure
that right to use such Work for the State and Contractor; (ii) replace the Work
with non infringing Work or modify the Work so that it becomes noninfringing;
or, (iii) remove any infringing Work and refund the amount paid for such Work
to the State
Contractor's Remedies
If the State is in breach of any provision of this Contract and does not cure such breach,
Contractor, following the notice and cure period in §11 and the dispute resolution process in
§13 shall have all remedies available at law and equity.
13. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of
this Contract which cannot be resolved by the designated Contract representatives shall be
referred in writing to a senior departmental management staff member designated by the
State and a senior manager designated by Contractor for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A fails to resolve the dispute within 10 Business
Days, Contractor shall submit any alleged breach of this Contract by the State to the
Procurement Official of the State Agency named on the Cover Page of this Contract as
described in §24-102-202(3), C.R.S. for resolution in accordance with the provisions of
§§24-106-109, and 24-109-101.1 through 24-109-505, C.R.S., (the "Resolution Statutes"),
except that if Contractor wishes to challenge any decision rendered by the Procurement
Official, Contractor's challenge shall be an appeal to the executive director of the
Department of Personnel and Administration, or their delegate, under the Resolution
Statutes before Contractor pursues any further action as permitted by such statutes. Except
as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply
including, without limitation, time limitations.
14. NOTICES AND REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Contract
shall be the principal representative of the designating Party. All notices required or permitted
to be given under this Contract shall be in writing, and shall be delivered (A) by hand with
receipt required, (B) by certified or registered mail to such Party's principal representative at
the address set forth below or (C) as an email with read receipt requested to the principal
representative at the email address, if any, set forth on the Cover Page for this Contract. If a
Party delivers a notice to another through email and the email is undeliverable, then, unless the
Party has been provided with an alternate email contact, the Party delivering the notice shall
deliver the notice by hand with receipt required or by certified or registered mail to such Party's
principal representative at the address set forth on the Cover Page for this Contract. Either Party
may change its principal representative or principal representative contact information, or may
designate specific other individuals to receive certain types of notices in addition to or in lieu of
a principal representative by notice submitted in accordance with this section without a formal
amendment to this Contract.
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15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Contractor assigns to the State and its successors and assigns, the entire right, title, and
interest in and to all causes of action, either in law or in equity, for past, present, or future
infringement of intellectual property rights related to the Work Product and all works based
on, derived from, or incorporating the Work Product. Whether or not Contractor is under
contract with the State at the time, Contractor shall execute applications, assignments, and
other documents, and shall render all other reasonable assistance requested by the State, to
enable the State to secure patents, copyrights, licenses and other intellectual property rights
related to the Work Product. To the extent that Work Product would fall under the definition
of "works made for hire" under 17 U.S.C.S. §101, the Parties intend the Work Product to be
a work made for hire.
i. Copyrights
To the extent that the Work Product (or any portion of the Work Product) would not be
considered works made for hire under applicable law, Contractor hereby assigns to the State,
the entire right, title, and interest in and to copyrights in all Work Product and all works based
upon, derived from, or incorporating the Work Product; all copyright applications, registrations,
extensions, or renewals relating to all Work Product and all works based upon, derived from, or
incorporating the Work Product; and all moral rights or similar rights with respect to the Work
Product throughout the world. To the extent that Contractor cannot make any of the
assignments required by this section, Contractor hereby grants to the State a perpetual,
irrevocable, royalty -free license to use, modify, copy, publish, display, perform, transfer,
distribute, sell, and create derivative works of the Work Product and all works based upon,
derived from, or incorporating the Work Product by all means and methods and in any format
now known or invented in the future. The State may assign and license its rights under this
license.
ii. Patents
In addition, Contractor grants to the State (and to recipients of Work Product distributed by or
on behalf of the State) a perpetual, worldwide, no -charge, royalty -free, irrevocable patent
license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise
utilize, operate, modify and propagate the contents of the Work Product. Such license applies
only to those patent claims licensable by Contractor that are necessarily infringed by the Work
Product alone, or by the combination of the Work Product with anything else used by the State.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Contract, any pre-existing State
Records, State software, research, reports, studies, photographs, negatives or other
documents, drawings, models, materials, data and information shall be the exclusive
property of the State (collectively, "State Materials"). Contractor shall not use, willingly
allow, cause or permit Work Product or State Materials to be used for any purpose other
than the performance of Contractor's obligations in this Contract without the prior written
consent of the State. Upon termination of this Contract for any reason, Contractor shall
provide all Work Product and State Materials to the State in a form and manner as directed
by the State.
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C. Exclusive Property of Contractor
Contractor retains the exclusive rights, title, and ownership to any and all pre-existing
materials owned or licensed to Contractor including, but not limited to, all pre-existing
software, licensed products, associated source code, machine code, text images, audio
and/or video, and third -party materials, delivered by Contractor under the Contract, whether
incorporated in a Deliverable or necessary to use a Deliverable (collectively, "Contractor
Property"). Contractor Property shall be licensed to the State as set forth in this Contract or
a State approved license agreement: (i) entered into as exhibits to this Contract; (ii)
obtained by the State from the applicable third -party vendor; or (iii) in the case of open
source software, the license terms set forth in the applicable open source license agreement.
16. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either
on the Effective Date or at any time thereafter, this §16 shall apply. Contractor agrees to be
governed by and comply with the provisions of §24-106-103, §24-102-206, §24-106-106, and
§24-106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of
contract performance information in the State's contract management system ("Contract
Management System" or "CMS"). Contractor's performance shall be subject to evaluation and
review in accordance with the terms and conditions of this Contract, Colorado statutes
governing CMS, and State Fiscal Rules and State Controller policies.
17. GENERAL PROVISIONS
A. Assignment
Contractor's rights and obligations under this Contract are personal and may not be
transferred or assigned without the prior, written consent of the State. Any attempt at
assignment or transfer without such consent shall be void. Any assignment or transfer of
Contractor's rights and obligations approved by the State shall be subject to the provisions
of this Contract.
B. Subcontracts
Contractor shall not enter into any subcontract in connection with its obligations under this
Contract without the prior, written approval of the State. Contractor shall submit to the State
a copy of each such subcontract upon request by the State. All subcontracts entered into by
Contractor in connection with this Contract shall comply with all applicable federal and
state laws and regulations, shall provide that they are governed by the laws of the State of
Colorado, and shall be subject to all provisions of this Contract.
C. Binding Effect
Except as otherwise provided in §17.A, all provisions of this Contract, including the
benefits and burdens, shall extend to and be binding upon the Parties' respective successors
and assigns.
Authority
Each Party represents and warrants to the other that the execution and delivery of this
Contract and the performance of such Party's obligations have been duly authorized.
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E. Captions and References
The captions and headings in this Contract are for convenience of reference only, and shall
not be used to interpret, define, or limit its provisions. All references in this Contract to
sections (whether spelled out or using the § symbol), subsections, exhibits or other
attachments, are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Contract may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
Entire Understanding
This Contract represents the complete integration of all understandings between the Parties
related to the Work, and all prior representations and understandings related to the Work,
oral or written, are merged into this Contract. Prior or contemporaneous additions,
deletions, or other changes to this Contract shall not have any force or effect whatsoever,
unless embodied herein.
Digital Signatures
If any signatory signs this agreement using a digital signature in accordance with the
Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of
digital signatures issued under the State Fiscal Rules, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Contract by reference.
Modification
Except as otherwise provided in this Contract, any modification to this Contract shall only
be effective if agreed to in a formalamendment to this Contract, properly executed and
approved in accordance with applicable Colorado State law and State Fiscal Rules.
Modifications permitted under this Contract, other than contract amendments, shall
conform to the policies issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or
other authority shall be interpreted to refer to such authority then current, as may have been
changed or amended since the Effective Date of this Contract.
K. Severability
The invalidity or unenforceability of any provision of this Contract shall not affect the
validity or enforceability of any other provision of this Contract, which shall remain in full
force and effect, provided that the Parties can continue to perform their obligations under
this Contract in accordance with the intent of this Contract.
Survival of Certain Contract Terms
My provision of this Contract that imposes an obligation on a Party after termination or
expiration of the Contract shall survive the termination or expiration of this Contract and
shall be enforceable by the other Party.
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M. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle
D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and
from State and local government sales and use taxes under §§39-26-704(1), et seg., C.R.S.
(Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be
liable for the payment of any excise, sales, or use taxes, regardless of whether any political
subdivision of the state imposes such taxes on Contractor. Contractor shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that
Contractor may wish to have in place in connection with this Contract.
N. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §17.A, this Contract
does not and is not intended to confer any rights or remedies upon any person or entity
other than the Parties. Enforcement of this Contract and all rights and obligations hereunder
are reserved solely to the Parties. Any services or benefits which third parties receive as a
result of this Contract are incidental to this Contract, and do not create any rights for such
third parties.
Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Contract,
whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any
single or partial exercise of any right, power, or privilege preclude any other or further
exercise of such right, power, or privilege.
P. CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures and
standards required under §24-106-107, C.R.S., if any, are subject to public release through
the CORA.
Q
Standard and Manner of Performance
Contractor shall perform its obligations under this Contract in accordance with the highest
standards of care, skill and diligence in Contractor's industry, trade, or profession.
R. Licenses, Permits, and Other Authorizations.
Contractor shall secure, prior to the Effective Date, and maintain at all times during the
term of this Contract, at its sole expense, all licenses, certifications, permits, and other
authorizations required to perform its obligations under this Contract, and shall ensure that
all employees, agents and Subcontractors secure and maintain at all times during the term
of their employment, agency or subcontract, all license, certifications, permits and other
authorizations required to perform their obligations in relation to this Contract.
S. Indemnification
i. General Indemnification
Contractor shall indemnify, save, and hold harmless the State, its employees, agents and
assignees (the "Indemnified Parties"), against any and all costs, expenses, claims, damages,
liabilities, court awards and other amounts (including attorneys' fees and related costs) incurred
by any of the Indemnified Parties in relation to any act or omission by Contractor, or its
employees, agents, Subcontractors, or assignees in connection with this Contract.
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ii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §8 may be
cause for legal action by third parties against Contractor, the State, or their respective agents.
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all
claims, damages, liabilities, losses, costs, expenses (including attorneys' fees and costs)
incurred by the State in relation to any act or omission by Contractor, or its employees, agents,
assigns, or Subcontractors in violation of §8.
iii. Intellectual Property Indemnification
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all
costs, expenses, claims, damages, liabilities, and other amounts (including attomeys' fees and
costs) incurred by the Indemnified Parties in relation to any claim that any Work infringes a
patent, copyright, trademark, trade secret, or any other intellectual property right.
iv. Accessibility Indemnification
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against
any and all costs, expenses, claims, damages, liabilities, court awards and other
amounts (including attorneys' fees and related costs) incurred by any of the
Indemnified Parties in relation to Contractor's failure to comply with §§24-85-101,
et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as
established by OIT pursuant to Section §24-85-103 (2.5), C.R.S.
T. Accessibility
i. Contractor shall comply with and the Work Product provided under this Contract
shall be in compliance with all applicable provisions of §§24-85-101, et seq.,
C.R.S., and the Accessibility Standards for Individuals with a Disability, as
established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. Contractor shall
also comply with all State of Colorado technology standards related to technology
accessibility and with Level AA of the most current version of the Web Content
Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology
standards.
ii. The State may require Contractor's compliance to the State's Accessibility
Standards to be determined by a third party selected by the State to attest to
Contractor's Work Product and software is in compliance with §§24-85-101, et seq.,
C.R.S., and the Accessibility Standards for Individuals with to Disability as
established by OIT pursuant to Section §24-85-103 (2.5), C.R.S.
18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller
or designee. If this Contract is fora Major Information Technology Project, as defined in
§24-37.5-102(2.6), C.R.S.; then this Contract shall not be valid until it has been approved
by the State's Chief Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Contract Number: KAVA C1,025-423(9313) Page 21 of 23 Version 07.2022
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the
State, its departments, boards, commissions committees, bureaus, offices, employees and
officials shall be controlled and limited by the provisions of the Colorado Governmental
Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI,
Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et
seq. C.R.S. 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, contained in these statutes.
Contract Number: KAVA CT 2025-423(9313) Page 22 of 23 Version 07.2022
INDEPENDENT CONTRACTOR.
Contractor shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to
be an agent or employee of the State. Contractor shall not have authorization, express or
implied, to bind the State to any agreement, liability or understanding, except as expressly
set forth herein. Contractor and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not pay for
or otherwise provide such coverage for Contractor or any of its agents or employees.
Contractor shall pay when due all applicable employment taxes and income taxes and local
head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required
by law, (ii) provide proof thereof when requested by the State, and (iii) be solely
responsible for its acts and those of its employees and agents.
E. COMPLIANCE WITH LAW.
Contractor shall comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall
be null and void. All suits or actions related to this Contract shall be filed and proceedings
held in the State of Colorado and exclusive venue shall be in the City and County of
Denver.
G. PROHIBITED TERMS.
Any term included in this Contract that requires the State to indemnify or hold Contractor
harmless; requires the State to agree to binding arbitration; limits Contractor's liability for
damages resulting from death, bodily injury, or damage to tangible property; or that
conflicts with this provision in any way shall be void ab initio. Nothing in this Contract
shall be construed as a waiver of any provision of §24-106-109 C.R.S.
SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Contract shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Contractor hereby certifies and warrants that, during the
term of this Contract and any extensions, Contractor has and shall maintain in place
appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Contractor is in violation of this provision, the State may exercise any
remedy available at law or in equity or under this Contract, including, without limitation,
immediate termination of this Contract and any remedy consistent with federal copyright
laws or applicable licensing restrictions.
EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201
and 24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Contract.
Contract Number: KAVA CT 2025-423,9313) Page 23 of 23 Version 07.2022
Contractor has no interest and shall not acquire any interest, direct or indirect, that would
conflict in any manner or degree with the performance of Contractor's services and
Contractor shall not employ any person having such known interests.
Contract Number: KAVA CT 2025-423(9313) Page 24 of 23 Version 07.2022
EXHIBIT A, STATEMENT OF WORK
1. INTRODUCTION
The Disability Program Navigator (or "DPN") is a collaborative initiative between the Colorado
Department of Labor and Employment's Division of Vocational Rehabilitation ("DVR") and the Division
of Employment and Training, Workforce Development Programs (E&TfNDP), and Local Workforce
Areas.
The purpose of DPN is to assist people with disabilities in making referrals to DVR and workforce
services to provide successful employment outcomes, increase community linkages, and provide new
patterns of services for people with disabilities within all categories of disabilities. The program's goals
include (a) building on current referral to DVR and WIOA Title I and III programs; (b) creating a career
pathway through employment services; (c) filling the dual enrollment case coordination gap for the
target population; and (d) supporting collaboration between DVR and local Local Workforce Area.
DPN is intended to provide employment -related assistance, including community resources, to DPN
Participants with disabilities who are experiencing barriers to employment. DPN provides opportunities
to increase individuals with disabilities accessing workforce center services, to practice and improve
their workplace skills, consider their career interests, and obtain real world work experience that will
lead to an increase in competitive integrated employment in today's high demand industries.
DPN may refer participants to services from DVR and WIOA Title I case managers, Title III staff
assisted career services, and discretionary grant coordinators i.e., as career exploration, career
development, employment -related instruction, job development/placement. DPN is responsible for
case co -enrollment coordination, aligning WIOA and DVR services, and increasing access to
community resources targeted to the disability community.
This Contract outlines the Parties' understandings and expectations regarding the operation of
DPN at Employment Services of Weld County during the Term of this Contract.
2. TERMINOLOGY
In addition to the terms defined elsewhere in this Agreement, the following list of terms shall
be construed and interpreted as follows:
A. "Co -enrollment" — People with Disabilities are enrolled in both DVR and WIOA services to
optimize and leverage resources.
a. "DVR enrollment" means an individual who has applied for DVR services. The
individuals is considered to have submitted an application when: 1) They, or their
authorized representative, have signed and dated DVR's approved application for
services and 2) Information necessary to initiate the eligibility determination process is
provided
b. "Workforce enrollment" means an individual has received WIOA Title III staff assisted
services and/or is receiving services after meeting the eligibility criteria for WIOA Title I
and discretionary grants
B. "Competitive Integrated Employment" means weekly full- or part-time work in an integrated
work setting for which an individual is compensated at or above the customary wage and
Exhibit A Page 1 of 9
benefits levels paid by the employer to persons who do not have disabilities for the same or
similar jobs. In all cases, compensation must reflect at least minimum wage.
C. "DPN" means Disability Program Navigator, which can refer to either the program or the
specific staff person coordinating the goals of the contract within the local areas.
D. "DPN Participants" means a Person with a Disability who receives DPN Services.
E. "DPN Services" means services provided pursuant to this Agreement, which could include:
a. Outreach, Information, and Referral:
i. Connect job seekers with disabilities with appropriate WFC and DVR resources
ii. Connect job seekers with disabilities with other community resources
b. Case coordination for dual -enrolled job seekers
i. Track enrollments
ii. Case consultation with DVR and other community resources
c. Creating and maintaining a repository of disability -related resources
d. Training for workforce center staff and partners regarding:
i. The DVR process and services .
ii. Disability awareness
iii. ADA Training
C. Programmatic Accessibility Course and Toolkit
v. Cross -training Workforce, DVR, Adult Education, and community partner staff
e. Technical assistance to the workforce center and partner organizations regarding:
i. ADA compliance
ii. EO compliance
iii. Purchase and use of assistive technology
f. Serve as a Liaison to the DVR Business Services Unit and Workforce Center Business
Relations Unit in order to provide:
i. ADA accommodation resources
ii. Strategies to decrease the stigma of hiring disabled job seekers
F. "Individualized Plan for Employment (IPE)"- a written plan outlining an individual's vocational
goal and the vocational rehabilitation services necessary to reach the goal. The IPE
formalizes the planning process through which the vocational goal, service delivery and time
frames for service delivery are determined. The IPE identifies the individual's employment
objective, consistent with their unique strengths, resources, priorities, concerns,
abilities,capabilities, interests, and informed choice, and provides a plan for monitoring
progress toward achievement of the goal. Through the IPE, individuals are informed of their
rights and responsibilities in the rehabilitation process. The individual's involvement in
developing the plan is reflected throughout the IPE and it is signed by both the individual and
the DVR counselor.
G. "New Patterns of Services" means services that are changed, modified, or reoriented to have a
vocational rehabilitation emphasis or objective that did not previously exist. The new pattern
must clearly demonstrate and provide that the new constellation of services places increased
emphasis on the provision of vocational rehabilitation services to clients of DVR. Within the
DPN, these services include: (a) training and technical assistance on disability -related topics to
Workforce Center staff; (b) training and technical assistance on workforce services to DVR
staff; (c) streamlined co -enrollment process between DVR and Workforce Center services; (d)
expanded community -based service provision; and (e) increased resource coordination
Exhibit A Page 2 of 9
H. "Service coordination" -A centralized process by which multiple services and supports, provided
by Local Workforce Center, DVR, and other community agencies are organized and
synchronized to address shared employment goals, without unnecessary duplication.
I. Technical Assistance - an informal, impromptu or recently planned (e.g. via calendar invite) to
meet individual and small group needs for assistance. This category includes email threads
explaining a subject or providing resources, in -person or virtual meetings, or phone calls
J. Training - taking place in a formal setting to meet a training need identified through leadership
or numerous requests. It is planned with advance notice, attendees must register or rsvp, it
can be a one-time session or repeated based on need, and it may be recorded for future
training purposes.
3. DPN Services shall constitute New Patterns of Service, and shall provide opportunities for DPN
Participants with a Disability which could not be provided in the absence of this Contract. Individuals
with disabilities receiving services under this contract must apply or be eligible for DVR services.
4. Local Workforce Area RESPONSIBILITIES
A. Contract Deliverables
The Local Workforce Area shall provide the following deliverables during the Term of this
Contract (the "Contract Deliverables"):
1. The Local Workforce Area shall provide all DPN Services in accordance with the terms
of this Contract and in collaboration with DVR.
2. DPN will contribute to successful employment outcomes by promoting in -demand
career pathways in Colorado that are expected to experience high growth and high
average annual openings over the next ten (10) years. These career pathways efforts
should be incorporated in all services delivered to people with disabilities.
3. DPN will assist job seekers with service coordination between DVR and Local
Workforce Area to assist with the braiding of resources and access to a broad range of
Workforce and Vocational Rehabilitation Services
4. During the Term of this Contract the Local Workforce Area shall work to provide the
following to DPN Participants:
Deliverables Description
To a Minimum of
Total number of individuals co -enrolled
in both Workforce and DVR services
25
Case Coordination and Braided
All co -enrolled individuals
Services
Provided Technical Assistance and
12
Training to Workforce and DVR Staff
5. The Contract Deliverables set forth above represent the Parties' best estimates of the
anticipated need for DPN Services based on disability population, historical outcomes
and other available data.
Exhibit A
Page 3 of 9
6. If, due to a change in these underlying assumptions, the Local Workforce Area is
unable to achieve any of the above Contract Deliverables, the Local Workforce Area
should promptly notify DVR in writing. These Contract Deliverables may be
renegotiated by mutual agreement of both Parties.
B. Reporting, Monitoring and Training
The Local Workforce Area shall satisfy the following reporting, monitoring and training
requirements:
1. The Local Workforce Area DPN shall submit twelve Monthly Program Reports in the
format supplied by DVR. Monthly Program Reports shall include the requested
information about all DPN Participants who received DPN Services during the
preceding month. The Local Workforce Area shall work cooperatively with the local
DVR office to ensure that the information contained in the monthly program reports is
accurate. The Local Workforce Area shall provide each monthly report to DVR and
E&T/WDP no later than the 15th day of each month. Failure to submit a completed
monthly program report by this deadline may delay or prevent the review or acceptance
of the monthly invoice.
2. The Local Workforce Area DPN will communicate monthly with DVR and E&T/WDP
regarding the contract deliverables to facilitate the progression of service provision and
support accurate Rehabilitation Service Administration reporting requirements.
3. The Local Workforce Area DPN shall participate in contract management activities as
determined necessary and as requested
a. Contract management activities can include:
i. Discussing components and the scope of the Statement of Work (SOW)
ii. Contract deliverables progress
iii. Reviewing fiscal information related to the contract
iv. Allowable and unallowable expenses
v. Contract performance issues and remediation
4. The Local Workforce Area shall ensure that personnel who provide DPN Services
and/or support the DPN program (including fiscal managers and other administrative
Personnel) participate in training sessions organized by DVR and E&T/WDP regarding
the requirements of this Contract and other DPN program requirements, as
appropriate.
5. The Local Workforce Area DPN shall work cooperatively with the local DVR offices in
carrying out its roles and responsibilities related to the DVR process, as identified in
this Contract.
6. If, at DVR's sole discretion, the Local Workforce Area fails to make adequate progress
towards achieving the Contract Deliverables, DVR may require the Local Workforce
Area, in conjunction with the local DVR office, to develop and implement a performance
action plan that describes the efforts that the Local Workforce Area and/or the DVR will
take to improve progress towards achievement of the Contract Deliverables, the
deadlines for completion of such efforts and the means by which the performance
action plan will be evaluated for effectiveness. Such a performance action plan shall
incorporate any recommendations of DVR.
7. The Local Workforce Area DPN shall participate with DVR and E&T/WDP on all
technical assistance or support visits and all periodic documentation reviews.
Exhibit A Page 4 of
8. The Local Workforce Area shall work with DVR's Business Relations Unit and
E&T/WDP, for programmatic administration of DPN, including vacancy protocol
procedures, training, recordkeeping, program and staff evaluation and budgetary
processes.
9. The Local Workforce Area shall ensure that all personnel who provide DPN Services
and/or support the DPN program adhere to DVR's Vendor Code of Ethics, which may
be found at:
httos://drive google.com/file/d/1i0GatVL 5xt.Dm5DKgiUJSztNU4VVEer/view.
10. The Local Workforce Area DPN will assist participants with gathering required
documentation and data needed by DVR prior to DVR providing services, to assist
DVR in determining eligibility and developing individual plans for employment (IPEs),
for continued service provision.
a. Including obtaining the required consent as required by State law.
5. DVR RESPONSIBILITIES
A. At the State Level:
a. DVR shall provide the Local Workforce Area with the information the DPN needs to
comply with reporting requirements.
b. DVR shall participate in monitoring and review of the Local Workforce Area for the
purpose of addressing compliance with DPN requirements.
c. DVR shall provide training to and technical assistance as needed to Local Workforce
Area personnel related to DPN, which may include representatives of E&T/WDP.
d. DVR shall review monthly program reports and process reimbursements in a timely
manner.
DVR shall provide rehabilitation counselors trained in the requirements of this Contract
who will (i) determine whether individuals are eligible for DVR; (ii) when to appropriately
refer individuals to the Local Workforce Area for DPN to coordinate services; (iii)
collaborate with DPN Participants and Local Workforce Area DPN personnel to ensure
that DPN Services are provided in accordance with the DPN Participant's IPE and the
terms of this Contract.
f. DVR shall provide support and technical assistance to both DPN participants and local
workforce area on Accessibility and Assistive Technology
B. At the local level
a. DVR shall identify a liaison to this Contract for the purposes of outreaching and
identifying people with disabilities who are in need of services to ensure information is
made available about the purpose of vocational rehabilitation, eligibility requirements,
application procedures, and the scope of vocational rehabilitation services available to
eligible individuals.
b. DVR will collaborate with the Local Workforce Area to carry out their respective roles
and responsibilities related to the DVR process as identified in this Contract.
c. DVR will communicate monthly with DPN and workforce staff around caseload
participants, status updates, and progression of service provision to support accurate
Rehabilitation Service Administration reporting requirements.
d. DVR shall provide consultation and technical assistance to assist the workforce area in
coordination of vocational rehabilitation services for people with disabilities.
Exhibit A Page 5 of 9
e. DVR will coordinate with DPNs to use, with proper releases in place, to the extent
possible, assessment and other information for the purposes of eligibility determination,
vocational planning and recording measurable skill gain.
f. DVR shall complete the authorization process as directed in the monthly program
report instructions within the timelines required to ensure reimbursement back to the
Local Workforce Area.
6. ALLOWABLE EXPENDITURES
A. Pursuant to the terms of this Contract, DVR will reimburse the Local Workforce Area for
allowable expenditures incurred in connection with the provision of DPN Services by the Local
Workforce Area in an amount up to but not to exceed the Contract Maximum Amount shown
on the Signature and Cover Page of this Contract.
B. The categories of expenditures set forth below are generally allowable under DPN, if such
expenditures are reasonable and allocable to the Local Workforce Area's DPN program and
comply with the United States Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR part 200
(the "Uniform Guidance"), as applicable. To facilitate compliance with DPN Program invoicing
requirements, DVR encourages the Local Workforce Area to use State Fiscal Year contracts
with all Local Workforce Area DPN personnel.
a. Ancillary Costs: This expenditure category is the restricted ancillary rate established for
the Local Workforce Area, which is expressed as a percentage of ancillary costs to
direct costs.
b. Communication Costs: This expenditure category includes costs incurred by the Local
Workforce Area for DPN-related communications. Allowable expenditures may include
costs incurred by the Local Workforce Area to maintain contact with DVR, E&T/WDP,
Local Workforce Area, DPN Participants, employers of DPN Participants or other
parties regarding the DPN program.
c. Compensation for Personnel Services: This expenditure category includes allowable
compensation paid to Local Workforce Area personnel who work directly providing
DPN services. Allowable expenditures may include associated salary and benefits.
Expenditures invoiced must be 100% allocable to the DPN program
d. Office Supply Costs: This expenditure category includes costs incurred by the Local
Workforce Area to purchase office and other supplies necessary for DPN staff to
conduct business. This includes furniture, computers, telephones, etc.
e. Community Outreach Costs: This expenditure category includes costs incurred by the
Local Workforce Area for community outreach activities related to DPN. Allowable
costs may include fees for memberships (such as Chamber of Commerce
memberships) related to DPN, speaking fees for speakers addressing DPN-related
matters, and costs incurred by the Local Workforce Area for community outreach and
awareness.
f. Materials and Supplies Costs: This expenditure category includes the Local Workforce
Area's costs for purchasing materials and supplies used to support DPN.
g. Training Costs: This expenditure category includes costs incurred by the Local
Workforce Area for employee professional development related to DPN.
Exhibit A Page 6 of 9
h. Travel Costs: This expenditure category includes costs incurred by the Local Workforce
Area for travel in support of DPN. Allowable expenditures may include automobile
rental costs, mileage reimbursement, passenger insurance, and special driver license
costs incurred by the Local Workforce Area for DPN- related travel, to the extent that
such costs are allowable under § 200.474 of the Uniform Guidance.
The following categories of expenditures are generally not allowable under DPN:
a. Costs incurred by the Local Workforce Area related to the termination or retirement of
DPN personnel, such as severance pay;
b. Costs incurred by the Local Workforce Area to purchase an automobile, even if such
automobile is intended for use in connection with DPN;
c. Building or facility capital improvement expenditures incurred by the Local Workforce
Area that increase the value of the building or facility;
d. Building or space rental expenditures that are charged to the Local Workforce Area at
an hourly rate;
e. Costs incurred by the Local Workforce Area to purchase transportation for people with
disabilities participating in Employment Services; and
f. Other types of expenditures that are not included in the categories listed in Section
4(C) of this Statement of Work.
7. BUDGET
A. The table shown below lists the Local Workforce Area agreed -upon total and individual
expenditure category line item budgets (the "Budget") for the Term of this Contract.
Individual Expenditure Cate., Line Items
General Vocational Rehabilitation Services Expenditures
DPN Salary
$69,771.36
DPN Fringe
$27,719.64
DPN Travel
$1,200.00
Administrative Oversight, Supervision & Support Staff
$16,269.20
Ancillary Costs (approved rate)
$11,546.00
DPN Supplies
$200.00
DPN Training Cost
$300.00
Total Budget:
$127,006.20
B. The Local Workforce Area may deviate from any of the Budget line items by a maximum of
10% over the entire Term of the Contract without prior approval from DVR. Notwithstanding the
Exhibit A
Page 7 of 9
foregoing, the Parties may not exceed the Contract Maximum Amount shown on the Signature
and Cover Page of this Contract without a formal amendment of this Contract.
C. The Local Workforce Area may deviate from any of the Budget line items by more than 10%
over the entire Term of the Contract only with the prior, written approval of DVR. The Local
Workforce Area shall send all requests to deviate from any Budget line item by more than 10%
in writing to DVR. Such requests shall specify the amount of the requested deviation and the
reasons supporting the requested deviation. DVR will review and, in its discretion, approve or
reject each such request in writing. Notwithstanding the foregoing, the Parties may not exceed
the Contract Maximum Amount shown on the Signature and Cover Page of this Contract
without a formal amendment of this Contract.
8. COMPENSATION AND INVOICING
A. The Local Workforce Area shall invoice the State for allowable expenditures on a monthly
basis. All monthly invoices should be emailed to DVR and E&T/WDP by the 15th day of the
month following the month for which the invoice covers.
B. If the Local Workforce Area requires additional time to submit any monthly invoice (including
the final invoice), the Local Workforce Area shall notify DVR's DPN contract manager in writing
of the need for additional time as soon as possible and work with DVR to minimize the delay in
invoicing. DVR shall determine, in its sole discretion, whether or not to grant the Local
Workforce Area an extension of time to submit an invoice.
C. The Local Workforce Area shall use the template invoice provided by DVR for all monthly
invoices. All invoices shall be accompanied by a monthly expenditure report that breaks down
the Local Workforce Area into the individual Budget line items and such other supporting
documentation as is requested by DVR.
D. DVR reserves the right to reject in whole or in part any late or non -conforming invoices
submitted by the Local Workforce Area.
E. The Local Workforce Area may provide additional DPN Services in excess of the Contract
Deliverables set forth herein, but will only -be reimbursed for allowable expenditures up to the
Contract Maximum Amount shown on the Signature and Cover Page of this Contract.
F. The Office of the State Controller has implemented a policy to pay vendors via Electronic
Funds Transfers (EFT) as part of the Colorado Governor's Executive Order D-2015-013
pertaining to greening efforts.
a. Reimbursement back to Local Workforce Area will happen through issuing direct
deposit payments to vendors without the need fora paper warrant (check).
9. DATA RELEASE AND DATA SHARING
A. Both agencies understand and agree that all Personally Identifiable Information as defined by
State and Federal law and any other applicable data from either Agency under this Agreement
is to be treated as confidential and all State and Federal regulations surrounding confidentiality
are mutually binding as are both parties' privacy and security policies. This includes, but is not
limited to:
a. All information security and privacy obligations imposed by any federal, state, or local
statute or regulation, or by any specifically incorporated industry standards or
guidelines, as applicable, based on the classification of the data by either Agency.
Such obligations may arise from:
i. Health Information Portability and Accountability Act (HIPAA)
Exhibit A Page 8 of 9
ii. IRS Publication 1075
Payment Card Industry Data Security Standard (PCI-DSS)
iv. FBI Criminal Justice Information Service Security Addendum
v. CMS Minimum Acceptable Risk Standards for Exchanges
vi. Electronic Information Exchange Security Requirements and Procedures For
State and Local Agencies Exchanging Electronic Information With The Social
Security Administration
Ai. All Colorado Office of Information Security (OIS) policies and procedures which
OIS has issued pursuant to §§24-37.5-401 through 406, C.R.S. and 8 CCR
§1501-5 and posted at http://oit.state.co.us/ois
b. Both Agencies shall implement and maintain all appropriate administrative, physical,
technical, and procedural safeguards necessary and appropriate to ensure compliance
with the standards and guidelines applicable to performance under this Agreement.
c. Both Agencies shall allow each other reasonable access and shall provide information
reasonably required to assess compliance with this Agreement and promptly report all
Incidents, including Incidents that do not result in unauthorized disclosure or loss of
data integrity, to designated representatives of the Agency or the State's Office of
Information Security ("OIS").
Exhibit A Page 9 of 9
EXHIBIT BI SAMPLE OPTION LETTER
State Agency
Insert Department's or IHE's Full Legal Name
Option Letter Number
Insert the Option Number (e.g. "1" for the first option)'
Contractor
Original Contract Number
Insert Contractor's Full Legal Name
Insert CMS number or Other Contract Number of the Original
Contract
Current Contract Maximum Amount
Option Contract Number
Initial Term
State Fiscal Year 20xx $0.00
Insert CMS number or Other Contract Number of this Option
Extension Terms
Contract Performance Beginning Date
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
Month Day, Year
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
Current Contract Expiration Date
Month Day, Year
Total for All State Fiscal Years $0.00
I. OPTIONS:
A. Option to extend for an Extension Term
B. Option to change the quantity of Goods under the Contract
C. Option to change the quantity of Services under the Contract
D. Option to modify Contract rates
2. REQUIRED PROVISIONS:
A. For use with Option IfAl. In accordance with Section(s) Number of the Original Contract referenced above,
the State hereby exercises its option for an additional term, beginning Insert start date and ending on the current
contract expiration date shown above, at the rates stated in the Original Contract, as amended.
B. For use with Options 1,B and Cl: In accordance with Section(s) Number of the Original Contract
referenced above, the State hereby exercises its option to Increase/Decrease the quantity of the
Goods/Services or both at the rates stated in [he Original Contract, as amendd.
C. For use with Option 1ID, In accordance with Section(s) Number of the Original Contract referenced
above, the State hereby exercises its option to modify the Contract rates specified in Exhibit/Section
Number/Letter. The Contract rates attached to this Option Letter replace the rates in the Original Contract
as of the Option Effective Date of this Option Letter.
For tlse with all Options that modifv the Contract Maximum Amount• The Contract Maximum Amount
table on the Contract's Signature and Cover Page is hereby deleted and replaced with the Current Contract
Maximum Amount table shown above.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or
STATE OF COLORADO
Jared S. Polls, Governor
INSERT -Name of Agency or IHE
INSERT -Name & Title of Head of Agency or IHE
By: Name & Title of Person Signing for Agency or IHE
Date:
Exhibit B
Page 1 of l
In accordance with §24-30-202, C.R.S., this Option is not
valid until signed and dated below by the State Controller or
an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Name of Agency or IHE Delegate -Please delete if contract
will be routed to OSC for approval
Option Effective Date:
EXHIBIT C-PII CERTIFICATION
STATE OF COLORADO
THIRD PARTY ENTITY / ORGANIZATION CERTIFICATION FOR ACCESS TO
PII THROUGH A DATABASE OR AUTOMATED NETWORK
Pursuant to § 24-74-105, C.R.S., I, on behalf of
(legal name of entity / organization) (the "Organization"),
hereby certify under the penalty of perjury that the Organization has not and will not
use or disclose any Personal Identifying Information, as defined by § 24-74-102(1),
C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting
Federal Immigration Enforcement, including the enforcement of civil immigration laws,
and the Illegal Immigration and Immigrant Responsibility AG, which is codified at 8
U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or State law, or
to comply with a court -issued subpoena, warrant or order.
I hereby represent and certify that I have full legal authority to execute this certification
on behalf of the Organization.
Signature:
Printed Name:
Title:
Date:
Exhibit C Page 1 of 1
EXHIBIT D - CONTRACT FEDERAL PROVISIONS
I. APPLICABILITY OF PROVISIONS.
1.1. The Contract or Purchase Order to which these Federal Provisions are attached has been funded,
in whole or in part, with an Award of Federal funds. In the event of a conflict between the
provisions of these Federal Provisions, the Special Provisions, the body of the Contract or
Purchase Order, or any attachments or exhibits incorporated into and made a part of the Contract
or Purchase Order, the provisions of these Federal Provisions shall control.
2. COMPLIANCE.
2.1. Contractor shall comply with all applicable provisions of the Transparency Act, all applicable
provisions of the Uniform Guidance, and the regulations issued pursuant thereto, including but
not limited to these federal Provisions. Any revisions to such provisions or regulations shall
automatically become a part of these Federal Provisions, without the necessity of either party
executing any further instrument. The State of Colorado may provide written notification to
Contractor of such revisions, but such notice shall not be a condition precedent to the
effectiveness of such revisions.
3. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID REQUIREMENTS.
3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor
submits the final financial report required under the Award or receives final payment, whichever
is later. Contractor shall review and update SAM information at least annually after the initial
registration, and more frequently if required by changes in its information.
3.2. Unique Entity ID. Contractor shall provide its Unique Entity ID to its Recipient, and shall update
Contractor's information at http://www.sam.gov at least annually after the initial registration, and
more frequently if required by changes in Contractor's information.
4. CONTRACT PROVISIONS REQUIRED BY UNIFORM GUIDANCE APPENDIX II TO PART 200.
4.1. Contracts for more than the simplified acquisition threshold, which is the inflation adjusted
amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition
Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative,
contractual, or legal remedies in instances where contractors violate or breach contract terms, and
provide for such sanctions and penalties as appropriate. The simplified acquisitions threshold is
$250,000
4.2. All contracts in excess of 510,000 must address termination for cause and for convenience
by the non -Federal entity including the manner by which it will be effected and the basis for
settlement.
4.3. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part
60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319,
12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,
"Amending Executive Order 11246 relating to Equal Employment Opportunity," and
implementing regulations at 41 CFR Part 60, "Office of federal Contract Compliance Programs,
Equal Employment Opportunity, Department of Labor."
Exhibit Page 1 of
4.4. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program
legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities
must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and
3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to
laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay
wages not less than once a week. The non -Federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation. The
decision to award a contract or subcontract must be conditioned upon the acceptance of the wage
determination. The non -Federal entity must report all suspected or reported violations to the
Federal awarding agency. The contracts must also include a provision for compliance with the
Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor
regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non -Federal entity must report all
suspected or reported violations to the Federal awarding agency.
4.5. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all
contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment
of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704,
as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of
the Act, each contractor must be required to compute the wages of every mechanic and laborer on
the basis of a standard work week of 40 hours. Work in excess of the standard work week is
permissible provided that the worker is compensated at a rate of not less than one and a half
times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The
requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer
or mechanic must be required to work in surroundings or under working conditions which are
unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies
or materials or articles ordinarily available on the open market, or contracts for transportation or
transmission of intelligence.
4.6. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the
definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient
wishes to enter into a contract with a small business firm or nonprofit organization regarding the
substitution of parties, assignment or performance of experimental, developmental, or research
work under that "funding agreement," the recipient or subrecipient must comply with the
requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and
any implementing regulations issued by the awarding agency.
Exhibit D Page 2 of 4
4.7.Clean Air Act (42 U.S.C. 7401-7671q.) and the federal Water Pollution Control Act (33
U.S.C. 1251-1387), as amended - Contracts and subgrants of amounts in excess of $150,000
must contain a provision that requires the non -Federal award to agree to comply with all
applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C.
7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).
Violations must be reported to the Federal awarding agency and the Regional Office of the
Environmental Protection Agency (EPA).
4.8.Debarment and Suspension (Executive Orders 12549 and 12689) - A contract award (see 2
CFR 180.220) must not be made to parties listed on the government wide exclusions in the
System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180
that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part
1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of
parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549.
4.9.Byrd Anti -Lobbying Amendment (31 U.S.C. 1352) - Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it
will not and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member of Congress in
connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C.
1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up
to the non -Federal award.
4.10. Prohibition on certain telecommunications and video surveillance services or equipment
§2 CFR 200.216
4.10.1. Recipients and sub recipients are prohibited from obligating or expending loan or grant
funds to:
4.I0.I.I.Procure or obtain;
4.10.1.2.Extend or renew a contract to procure or obtain; or
4.10.1.3.Enter into a contract (or extend a contract) to procure or obtain equipment, services,
or systems that uses covered telecommunications equipment or services as a substantial
or essential component of any system, or as critical technology as part of any system.
As described in Public Law 115-232, section 889, covered telecommunications
equipment is telecommunications equipment produced by Huawei Technologies
Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
4.11. Contracts with small and minority businesses, women's business enterprises,
and labor surplus area firms. (2 CFR §200.321). The non -Federal entity must take all
necessary affirmative steps to assure that minority businesses, women's business
enterprises, and labor surplus area firms are used when possible.
4.12. Domestic preferences for procurements. (2 CFR §200.322) As appropriate and to
the extent consistent with law, the non -Federal entity should, to the greatest extent
practicable under a Federal award, provide a preference for the purchase, acquisition, or
use of goods, products, or materials produced in the United States (including but not
limited to iron, aluminum, steel, cement, and other manufactured products). The
Exhibit D Page 3 of 4
requirements of this section must be included in Al subawards including all contracts
and purchase orders for work or products under this award.
4.13. Procurement of recovered materials. (2 CFR §200.323) A non -Federal entity that
is a state agency or agency of a political subdivision of a state and its contractors must
comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act. The requirements of Section 6002 include procuring
only items designated in guidelines of the Environmental Protection Agency (EPA) A
40 CFR part 247 that contain the highest percentage of recovered materials practicable,
consistent with maintaining a satisfactory level of competition, where the purchase price
of the item exceeds $10,000 or the value of the quantity acquired during the preceding
fiscal year exceeded $10,000; procuring solid waste management services in a manner
that maximizes energy and resource recovery; and establishing an affirmative
procurement program for procurement of recovered materials identified in the EPA
guidelines.
5. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT
5.1. Pursuant to §4.2 of these Federal Provisions, the State of Colorado may terminate this
contract, in whole or in part, when it is in the Government's interest. Solicitations and
contracts shall include clauses as required by FAR 49.502 (2023). Termination for
convenience of the government shall comply with the following provisions of the
Federal Acquisition Regulations:
5.1.1. For Fixed Price Contracts: FAR 52.249-2 (2023)
5.1.2. For Contracts for Personal Services: FAR 52.249-12 (2023)
5.1.3. For Construction Contracts for Dismantling, Demolition, or Removal of Improvements:
FAR 52.249-3 (2023)
5.1.4. For Educational and Other Nonprofit Institutions: FAR 52.249-5 (2023)
6. EVENT OF DEFAULT.
6.1. Failure to comply with these Federal Provisions shall constitute an event of default
under the Contract and the State of Colorado may terminate the Contract upon 30 days
prior written notice if the default remains uncured five calendar days following the
termination of the 30 day notice period. This remedy will be in addition to any other
remedy available to the State of Colorado under the Contract, A law or in equity.
Exhibit D Page 4 of 4
Contract Form
Entity Information
Entity Name*
COLORADO DEPARTMENT OF
LABOR & EMPLOYMENT
Entity ID*
@00010497
❑ New Entity?
Contract Name* Contract ID
COLORADO DEPARTMENT OF LABOR & EMPLOYMENT 8626
ON BEHALF OF VOCATIONAL REHABILITATION
INTERGOVERNMENTAL AGREEMENT Contract Lead*
WLUNA
Contract Status
CTB REVIEW
Parent Contract ID
Requires Board Approval
YES
Contract Lead Email Department Project #
wluna@weld.gov;cobbxxl
k@weld.gov
Contract Description*
KAVA CT 2025-423(9313). COLORADO DEPARTMENT OF LABOR & EMPLOYMENT ON BEHALF OF DIVISION OF
VOCATIONAL REHABILITATION INTERGOVERNMENTAL AGREEMENT FOR DISABILITY PROGRAM NAVIGATOR (DPN).
TERM: EFFECTIVE DATE THROUGH JUNE 30, 2025.
Contract Description 2
PA ROUTING WITH THIS CMS/ONBASE ENTRY.
Contract Type* Department Requested BOCC Agenda Due Date
GRANT HUMAN SERVICES Date* 08/17/2024
08/21/2024
Amount*
$127,006.20
Renewable*
NO
Automatic Renewal
Grant
IGA
Department Email
CM- Willa work session with BOCC be required?*
HumanServices@weldgov. NO
com
Department Head Email
CM-HumanServices-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
Does Contract require Purchasing Dept. to be
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date Review Date*
04/30/2025
Termination Notice Period Committed Delivery Date
Renewal Date
Expiration Date*
06/30/2025
Contact Information
Contact Info
Contact Name
Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
rPurchasing Approver
Purchasing Approved Date
Approval Process
Department Head
JAMIE ULRICH
DH Approved Date
08/13/2024
Finance Approver
CHERYL PAUELLI
Finance Approved Date
08/14/2024
Legal Counsel
BYRON HOWELL
Legal Counsel Approved Date
08/14/2024
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
08/21/2024
Tyler Ref #
AG 082124
Originator
W LU NA
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