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Home My WebLink About20242081.tiffRESOLUTION RE: APPROVE CONTRACT FOR COLORADO WORKS SUBSIDIZED TRAINING AND EMPLOYMENT PROGRAM (CW STEP), AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Contract for the Colorado Works Subsidized Training and Employment Program (CW STEP) 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 Human Services, Office of Economic Security, Division of Employment and Benefits, commencing upon full execution of signatures, and ending June 30, 2025, with further terms and conditions being as stated in said contract, and WHEREAS, after review, the Board deems it advisable to approve said contract, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Contract for the Colorado Works Subsidized Training and Employment Program (CW STEP) 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 Human Services, Office of Economic Security, Division of Employment and Benefits, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said contract. c• 1-1 ©8/27/24 2024-2081 HR0096 CONTRACT FOR COLORADO WORKS SUBSIDIZED TRAINING AND EMPLOYMENT PROGRAM (CW STEP) PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 5th day of August, A.D., 2024. BOARD OF COUNTY COMMISSIONERS WELD COUN ATTEST: d „) ;�,� Weld County Clerk to the Board BY: APP County orney Date of signature: 0%/12/2 Kevin. . Ross, Chair 6.)ar EXCUSED O Perry L. B k, Pro-Tem Mike Freeman Lori Same 2024-2081 HR0096 e.avrt rccl- 118533 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Colorado Department of Human Services Colorado Works Subsidized Training and Employment Program (CW STEP) Agreement DEPARTMENT: Human Services DATE: July 30, 2024 PERSON REQUESTING: Jamie Ulrich, Director, Human Services Brief description of the problem/issue: Employment Services of Weld County (ESWC) has received $150,000.00 in funds in the form of an Agreement 25 IHGA 191647, from the State of Colorado Department of Human Services (CDHS) Office of Economic Security Employment and Benefits Division. This funding was authorized by legislative approval for the implementation of the Colorado Works Subsidized Training and Employment Program (CW STEP), which was created through Senate Bill 17-292. The CW STEP is a statewide program that aims to assist Colorado Works recipients in attaining living -wage, permanent jobs through employment opportunities with subsidized wages, including apprenticeships, on-the-job training, Subsidized Employment including transitional jobs, and paid internships. What options exist for the Board? • Approval of the CW STEP Agreement. • Deny approval of CW STEP Agreement. Consequences: No Agreement will be made. Impacts: There will be no services provided to clients under this program. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): • Total funding for State Fiscal Year 2025 = $150,000.00. • Term: July 1, 2024 through June 30, 2025. • Funded through Grants from the Colorado Department of Human Services and the Office of Economic Security Employment and Benefits Division. Pass -Around Memorandum; July 30, 2024 - CMS ID 8533 2024-2081 8/5 Ple_oo9 L9 Recommendation: • Approval of the 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 Scott K. James Kevin D. Ross, Chair Lori Saine rnF Pass -Around Memorandum; July 30, 2024 - CMS ID 8533 v.4.10 S COLORADO Mandel Services «r+v�, tNvtswo o(Cartracts and Procurement STATE OF COLORADO DEPARTMENT OF HUMAN SERVICES CONTRACT SIGNATURE AND COVER PAGES CMS #: 25 IHGA 191647 eClearance#: 2409811 State Agency Colorado Department of Human Services Office of Economic Security Employment and Benefits Division Contractor Weld County Contractor's State of Incorporation: Colorado Contract Maximum Amount Initial Term State Fiscal Year 2025 $150,000.00 Extension Terms NA Maximum Amount for All Fiscal Years $150,000.00 Contract Performance Beginning Date The later of the Effective Date or July 1, 2024 Initial Contract Expiration Date June 30, 2025 Except as stated in §2.D, the total duration of this Contract, including the exercise of any options to extend, shall not exceed 5 Years from its Performance Beginning Date. Pricing/Funding Price Structure: Cost Reimbursement Contractor shall invoice: Monthly Fund Source: CSFE Options The State shall have the following options if indicated with "Yes," as further described in §2.C and §5.B.v: Option to Extend Term per §2.C: Yes Option to Increase or Decrease Maximum Amount per §5.B.v: Yes Page 1 of 41 v.4.10 AO COLORADO Mosta, of Contracts and Procurement Insurance Miscellaneous Contractor shall maintain the following insurance if Authority to enter into this Contract exists in: TANF Bill - indicated with "Yes," as further described in §10: HB 22-1259.. Law -Specified Vendor Statute (if any): NA Worker's Compensation: Yes Procurement Method: Exempt General Liability: Yes Solicitation Number (if any): NA Automobile Liability: No Protected Information: Yes Professional Liability Insurance: Yes Cyber/Net. Security -Privacy Liability Insurance: No Crime Insurance: No State Representative Contractor Representative Nicole Foucher Kevin D. Ross Program Administrator Chair Board of County Commissioners Office of Economic Security 315 N 11 Ave B 1575 Sheman Street Greeley, CO 80631 Denver, CO 80203 contractmanagement@co.weld.co.us 720-955-4430 Nicole.foucher@state.co.us Exhibits The following Exhibits are attached and incorporated into this Contract: Exhibit A - Statement of Work Exhibit B - Budget Exhibit C - HIPAA Business Associate Agreement Exhibit D - Supplemental Provisions for Federal Awards Contract Purpose The purpose of this Contract is to place Colorado Works Subsidized Training and Employment Program (CW STEP) clients in an employment opportunity with a contractor. CW STEP is a statewide program that aims to assist CW recipients in attaining living -wage, permanent jobs through training and employment opportunities with subsidized wages, including apprenticeships, on-the-job training, subsidized employment including transitional jobs, and paid internships. CW STEP aims to address the Temporary Assistance to Needy Families (TANF) purpose of reducing the dependency of CW parents by promoting job preparation. Signature Page Begins On Next Page THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK Page 2 of 41 Docusign Envelope ID: 7B14B3F0-2931-4BC7-BEBF-C3BCD49D2A80 v.4.10 SO COLORADO Financial Services oePvm,�erx «H�vrien 5envs C.ion of Contracts end Procurement THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to bind the Party authorizing his or her signature. CONTRACTOR Weld County "-Signed by: J STATE OF COLORADO Jared S. Polis, Governor Department of Human Services Michelle Barnes, Executive Director ,-DocuSigned by: AgaVIs2 SA !� 'BDSJFG153AB2... �yrsr=AVae uc,�l}jJ a... By: lievin�. 1\0SS Chair Board of County Commissioners 8/6/2024 Date: E By: Barry Pardus, Deputy Director Office of Economic Security Date: 8/6/2024 2nd State or Contractor Signature if Needed LEGAL REVIEW Philip J. Weiser, Attorney General By: By: Name & Title of Person Signing for Signatory Date: Assistant Attorney General Date: In accordance with §24-30-202 C.R.S., this Contract is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD -D',* WocuSigrn'ed by: /.,1. — By: ��a� DE6619C416 Telly Belton/Ton il�iamson/Amanda Rios Effective Date: 8/8/2024 -- Signature and Cover Pages End -- Page 3 of 41 o2a2,/_ ao11 v.4.10 40 COLORADO Finandid Services om+ro-n+. ar Moam svm Division of Contracts and Procurement TABLE OF CONTENTS SIGNATURE AND COVER PAGES 1 1. PARTIES 4 2. TERM AND EFFECTIVE DATE 4 3. DEFINITIONS 6 4. STATEMENT OF WORK 10 5. PAYMENTS TO CONTRACTOR 10 6. REPORTING -NOTIFICATION 12 7. CONTRACTOR RECORDS 13 8. CONFIDENTIAL INFORMATION -STATE RECORDS 14 9. CONFLICTS OF INTEREST 16 10. INSURANCE 17 11. BREACH OF CONTRACT 20 12. REMEDIES 20 13. STATE'S RIGHT OF REMOVAL 22 14. DISPUTE RESOLUTION 22 15. NOTICES AND REPRESENTATIVES 23 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 23 17. STATEWIDE CONTRACT MANAGEMENT SYSTEM 25 18. GENERAL PROVISIONS 25 19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 30 20. DEPARTMENT OF HUMAN SERVICES PROVISIONS 33 21. THIRD PARTY CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK 35 22. FEDERAL PROVISIONS 36 SAMPLE OPTION LETTER (IF APPLICABLE) 41 1. PARTIES This Contract is entered into by and between Contractor named on the Signature and Cover Pages for this Contract (the "Contractor"), and the STATE OF COLORADO acting by and through the Department of Human Services (the "State" or "CDHS"). 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. B. Initial Term The Parties' respective performances under this Contract shall commence on the Contract Performance Beginning Date shown on the Signature and Cover Pages for this Contract and shall Page 4 of 41 v.4.10 Ate COLORADO Financial SO.= terminate on the Initial Contract Expiration Date shown on the Signature and Cover Pages 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 If the Signature and Cover Pages for this Contract shows that the State has the Option to Extend Term, then the State, at its discretion, shall have the option to extend the performance under this Contract beyond the Initial Term for a period, or for successive periods, 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 §21 "Sample Option Letter." The State may include and incorporate a revised budget with the option letter, as long as the revised budget does not unilaterally change rates or terms specified in the Contract. Except as stated in §2.D, the total duration of this Contract, including the exercise of any options to extend, shall not exceed 5 years from its Performance Beginning Date, or the number of years specified on the Signature and Cover Pages if such number is less than 5 years, absent prior approval from the Chief Procurement Officer in accordance with the Colorado Procurement Code. D. 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 §15, may unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months (an "End of Term Extension" or "Holdover"), regardless of whether additional Extension Terms are available or not. Any such extension shall be under the same terms and conditions of the operative Contract including, but not limited to, prices, rates, and service delivery requirements. 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 the 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 of Contract by Contractor, which shall be governed by §12.A.i. Page 5 of 41 v.4.10 SO COLORADO Financial services i. Method and Content The State shall notify Contractor of such termination in accordance with §15. 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 for a 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 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. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. 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 as listed in §24-11-101(1) C.R.S. Page 6 of 41 v.4.10 Ate COLORADO Flnendal Services ll(j>.nun&T# tln $2rvkeS Divistiorr of ClNlm.c. and Praurement C. "Chief Procurement Officer" means the individual to whom the Executive Director has delegated his or her authority pursuant to §24-102-202, C.R.S. to procure or supervise the procurement of all supplies and services needed by the state. D. "CJI" 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. For purposes of clarification and the removal of any doubt, subject to any future modifications thereto, the Signature and Cover Pages and Sections 1 through 21, as identified in the Table of Contents herein above, shall constitute the "main body" of this Contract exclusively. F. "Contract Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Contract. G. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. H. "Deliverable" means the outcome to be achieved or output to be provided, in the form of a tangible object or software that is produced as a result of Contractor's Work that is intended to be delivered to the State by the Contractor. I. "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), then 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 and Cover Page for this Contract. J. "End of Term Extension" means the time period defined in §2.D. K. "Exhibits" means the exhibits and attachments included with this Contract as shown on the Signature and Cover Pages for this Contract.. L. "Extension Term" means the time period defined in §2.C. M. "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. Page 7 of 41 v.4.10 0 Financial Services COLORADO N. "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 Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State's knowledge, instruction, or consent. O. "Initial Term" means the time period defined in §2.B. P. "Party" means the State or Contractor, and "Parties" means both the State and Contractor. Q. "PCI" means payment card information including any data related to credit card holders' names, credit card numbers, or other credit card information as may be protected by state or federal law. R. "PHI" means any individually identifiable health information, transmitted or maintained in electronic or any form or medium, including but not limited to demographic information„ (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. PHI includes, but is not limited to, any information defined as Individually Identifiable Health Information by the federal Health Insurance Portability and Accountability Act. S.. "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 §24-72-501 and 24-73-101, C.R.S. "PII" shall also mean "personal identifying information" as set forth in § 24-74-102, et. Seq., C.R.S. T. "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. Page 8 of 41 v.4.10 AMINWCOLC1RADO s«W«: I mrcrx aw4,.�.an x..w. U. "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, PHI, PCI, Tax Information, CJI, Educational Records, Substance Use Disorder Information, 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. V. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S. W. "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. X. "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. Y. "Subcontractor" means any third -parties engaged by Contractor to aid in performance of the Work. Z. "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. AA. "Work" means the Goods delivered and Services performed pursuant to this Contract. BB. "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. Page 9 of 41 v.4.10 OCOLORADO Financial Se pirnron of Contracts and Procurertu t 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 the Exhibits. 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 term shown on the Signature and Cover Pages for this Contract. B. Payment Procedures i. Invoices and Payment a. The State shall pay Contractor in the amounts and in accordance with the Exhibits. b. Contractor shall initiate payment requests by invoice to the State, in a form and manner approved by the State. Invoicing is a material component of Contract performance and corresponding Deliverables. Invoices shall be due to the State within 45 days of work performed by the Contractor, unless otherwise stated in the Exhibits hereto. Invoicing shall be done accurately and per any specifications set forth in the Exhibits hereto. Time is of the essence in this regard. If Contractor fails to timely and/or properly invoice the State, the State may not be obligated to pay the bill resulting from said invoice. Failure to timely and/or properly invoice the State is a material breach of this Contract which would be cause for the State to refuse payment and/or terminate the contract on these grounds in whole or in part, at the State's discretion. 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 the Contract. Page 10 of 41 v.4.10 COLORADO Financial Services ii. Interest Amounts not paid by the State within 45 days of the State's acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate of I% 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 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.E. Page 11 of 41 v.4.10 ,COLORADO Ffn.ncf8 Savtoes v. Option to Increase Maximum Amount If the Signature and Cover Pages for this Contract show that the State has the Option to Increase or Decrease Maximum Amount, then the State, at its discretion, shall have the option to increase or decrease the statewide quantity of Goods and Services based upon the rates established in this Contract, and increase or decrease the maximum amount payable accordingly. In order to exercise this option, the State shall provide written notice to Contractor in a form substantially equivalent to §21 "Sample Option Letter." Delivery of Goods and performance of Services shall continue at the same rates and terms as described in this Contract. The State may include and incorporate a revised budget with the option letter, as long as the revised budget does not unilaterally change rates or terms specified in the Contract. 6. REPORTING - NOTIFICATION A. Quarterly Reports. In addition to any reports required pursuant to §17 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 at the time or times specified by the State in this Contract, or, if no time is specified in this Contract, not later than five Business Days following the end of each calendar quarter. 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 5 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 Signature and Cover Pages 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 §15 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 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 Page 12 of 41 v.4.10 COLORADO 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 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"). B. Inspection Contractor shall permit the State, the federal government, and any duly authorized agent of a governmental entity, 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, the federal government, and any other duly authorized agent of a governmental agency, 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. Page 13 of 41 v.4.10 O COLORADO Financial Undoes Sen.. Dfvn+on of Contracts and Praurement 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 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 for all 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, and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business Associate Agreement attached to this Contract, if applicable. Contractor shall immediately forward any request or demand for State Records to the State's Principal Representative. B. 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 if requested by the State. C. Use, Security, and Retention Contractor shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information. 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 Page 14 of 41 v.4.10 O COLORADO Flnanefal Ser.. 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. D. Incident Notice and Remediation If Contractor becomes aware of any Incident, Contractor 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 Contractor and its Subcontractors are not 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 adjust or direct modifications to this plan in its sole discretion, and Contractor shall make all modifications as directed by the State. If Contractor cannot produce its analysis and plan within the allotted time, the State, in its discretion, may perform such analysis and produce a remediation plan, and Contractor shall reimburse the State for the actual costs thereof. 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 Page 15 of 41 v.4.10 (COLORADO Servloro Divisron of Contracts and Procurement 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 PII, CONTRACTOR SHALL EXECUTE, ON BEHALF OF ITSELF AND ITS EMPLOYEES, THE CERTIFICATION DESCRIBED IN SECTION 21 BELOW ON AN ANNUAL BASIS CONTRACTOR'S DUTY AND OBLIGATION TO CERTIFY AS SET FORTH IN SECTION 21 BELOW 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 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 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. Page 16 of 41 v.4.10 SO COLORADO F.anWl SavIces 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 in this section at all times during the term of this Contract to the extent that such insurance policies are required as shown on the Signature and Cover Page for this Contract. All insurance policies required by this Contract shall be issued by insurance companies as approved by the State. These insurance requirements shall not be construed as caps or limitations on liability. A. 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. B. 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: i. $1,000,000 each occurrence; ii. $1,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any one fire. C. 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. D. Protected Information Liability insurance covering all civil, regulatory, and statutory damages, contractual damages, data breach management exposure, and all loss income or extra expense as a result of actual or alleged breach, violation or infringement of a right to privacy, consumer data protection law, Page 17 of 41 v.4.10 agziCOLORADO bhrisron of contracts. Procurern,t confidentiality or other legal protection for personal information as well as State Confidential Information with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $2,000,000 general aggregate. iii. Notwithstanding sections D(i) and (ii) above, if Contractor has State Confidential Information for 10 or fewer individuals or revenues of $250,000 or less, Contractor shall maintain limits of not less than $50,000. iv. Notwithstanding sections D(i) and (ii) above, if Contractor has State Confidential Information for 25 or fewer individuals or revenues of $500,000 or less, Contractor shall maintain limits of not less than $100,000. E. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. F. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. G. Cyber/Network Security and Privacy Liability Liability insurance covering civil, regulatory, and statutory damages, contractual damages, data breach management exposure, and any loss of income or extra expense as a result of actual or alleged breach, violation or infringement of right to privacy, consumer data protection law, confidentiality or other legal protection for personal information, as well as State Confidential Information with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $2,000,000 general aggregate. Page 18 of 41 v.4.10 COLORADO av�tnrR+a Ma,�r x.Ha� Divrsion of Contracts acrd Deocurement H. 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. I. Primacy of Coverage Coverage required of Contractor and each Subcontractor shall be primary and noncontributory over any insurance or self-insurance program carried by Contractor or the State. J. Cancellation The above 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 §15 within seven days of Contractor's receipt of such notice. K. Subrogation Waiver All insurance policies secured or maintained by Contractor or its Subcontractors in relation to this Contract shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Contractor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. L. Public Entities If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §§24-10-101, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of the liability insurance requirements stated above, 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. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall ensure that the Subcontractor maintains at all times during the terms of this Contract, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the GIA. M. Certificates 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 Page 19 of 41 v.4.10 grn,klCOLORADO 14, I tvnencaat sem 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 section. 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 the 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 of Contract 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 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 Page 20 of 41 v.4.10 go COLORADO Ftnanelat Serateee «ten plN4tlon of CMVaIYs aisd Procurement 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. Page 21 of 41 v.4.10 COLORADO Financial Services Diviswn of Contracts 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. Intellectual Property 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 noninfringing 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. B. 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 §14, shall have all remedies available at law and equity. 13. STATE'S RIGHT OF REMOVAL The State retains the right to demand, at any time, regardless of whether Contractor is in breach, the immediate removal of any of Contractor's employees, agents, or subcontractors from the work whom the State, in its sole discretion, 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. 14. 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 §14.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 CDHS as described in §24-102-202(3), C.R.S. for resolution in accordance with the provisions of §24-106-109, C.R.S., 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 Page 22 of 41 v.4.10 COLORADO iltet7nandat Sc�vf«a oeprinr�v 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. 15. NOTICES AND REPRESENTATIVES Each individual identified on the Signature and Cover Pages 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 on the Signature and Cover Pages for this Contract or (C) as an email with read receipt requested to the principal representative at the email address, if any, set forth on the Signature and Cover Pages 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 below. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this section without a formal amendment to this Contract. Unless otherwise provided in this Contract, notices shall be effective upon delivery of the written notice. 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product 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. Page 23 of 41 v.4.10 SO COLORADO Financial Servlcea 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. iii. Assignments and Assistance 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. 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. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Contract, all State Records, 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 information provided by or on behalf of the State to Contractor are 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. 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 Page 24 of 41 v.4.10 4O COLORADO Fkundat Services LYryet waP Mumtln 5wt�.x f7ivismn of Cwstratts and Ptcxurcmrnt 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. 17. 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 section 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. 18. 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 Unless other restrictions are required elsewhere in this Contract, Contractor shall not enter into any subcontract in connection with its obligations under this Contract without providing notice to the State. The State may reject any such subcontract, and Contractor shall terminate any subcontract that is rejected by the State and shall not allow any Subcontractor to perform any Work after that Subcontractor's subcontract has been rejected by 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 §18.A., all provisions of this Contract, including the benefits and burdens, shall extend to and be binding upon the Parties' respective successors and assigns. Page 25 of 41 v.4.10 SO COLORADO rr�da swt«: 0.....a H Division o! Contracts arW Procurement D. 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. 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. G. 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. H. Digital Signatures If any signatory signs this Contract 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. I. Modification Except as otherwise provided in this Contract, any modification to this Contract shall only be effective if agreed to in a formal amendment 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. Page 26 of 41 v.4.10 COLORADO F.an�..elel Services .rv.yx«. x.n of Hunan Service! 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. Order of Precedence In the event of a conflict or inconsistency between this Contract and any Exhibits or attachments such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. HIPAA Business Associate Agreement (if any). ii. Federal Provisions (if any). iii. Colorado Special Provisions in §19 of the main body of this Contract. iv. Information Technology Provisions Exhibit (if any). v. The provisions of the other sections of the main body of this Contract. vi. PII Certification (if any) viii. Any other Exhibit(s) shall take precedence in alphabetical order. L. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Contractor's or a Subcontractor's website or any provision incorporated into any click -through or online agreements related to the Work unless that provision is specifically referenced in this Contract. M. 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 the Contract. N. Survival of Certain Contract Terms Any 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 the Contract and shall be enforceable by the other Party. Page 27 of 41 v.4.10 COLORADO Finanwt Semoea OryWmXYV W Htwnan Senates Division of Cants t4 and Procurement O. 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 seq. 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. P. Third Party Beneficiaries Except for the Parties' respective successors and assigns described in §18.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 the Contract, and do not create any rights for such third parties. Q. 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. R. 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. S. 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. T. 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 licenses, certifications, permits and other authorizations required to perform their obligations in relation to this Contract. Page 28 of 41 v.4.10 (COLORADO Financial Services U. Indemnification i. Applicability This entire §18.0 does not apply to Contractor if Contractor is a "public entity" within the meaning of the GIA. ii. 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. iii. 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. iv. 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 attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim that any Deliverable, Good or Service, software, or Work Product provided by Contractor under this Contract (collectively, "IP Deliverables"), or the use thereof, infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. Contractor's obligations hereunder shall not extend to the combination of any IP Deliverables provided by Contractor with any other product, system, or method, unless the other product, system, or method is (a) provided by Contractor or Contractor's subsidiaries or affiliates; (b) specified by Contractor to work with the IP Deliverables; (c) reasonably required in order to use the IP Deliverables in its intended manner and the infringement could not have been avoided by substituting another reasonably available product, system, or method capable of performing the same function; or (d) is reasonably expected to be used in combination with the IP Deliverables. Page 29 of 41 v.4.10 SOCOLORADO Fiaandat Sesvtees v. Accessibility a. 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 the Governor's Office Of Information Technology (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. b. 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 a Disability as established by the Office of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S. c. Accessibility Indemnification: Contractor shall indemnify, save, and hold harmless the state, its employees, agents and assignees (collectively, 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 the Office of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S. V Other i. Compliance with State and Federal Law, Regulations, & Executive Orders Contractor shall comply with all State and, if Federal funding is involved, Federal law, regulations, executive orders, State and Federal Awarding Agency policies, procedures, directives, and reporting requirements at all times during the term of this Contract. 19. 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 for a 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. Page 30 of 41 v.4.10 (COLc.L RR AAO Fi O cesDO B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. 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. D. 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 strictly 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 Page 31 of 41 v.4.10 a Financial Santos COLORADO Division of Contracts and Procurement 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. H. 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. I. 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. 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. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24- 30-202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. Page 32 of 41 v.4.10 O COLORADO The State may also recover, at the State's discretion, payments made to Contractor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor by deduction from subsequent payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State. 20. DEPARTMENT OF HUMAN SERVICES PROVISIONS A. Exclusion, Debarment and/or Suspension Contractor represents and warrants that Contractor, its employees, agents, assigns, or Subcontractors, are not presently excluded from participation, debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded, or otherwise ineligible to participate in a "federal health care program" as defined in 42 U.S.C. § 1320a-7b(f) or in any other government payment program by any federal or State of Colorado department or agency. If Contractor, its employees, agents, assigns, or Subcontractors, are excluded from participation, or becomes otherwise ineligible to participate in any such program during the term of this Contract, Contractor shall notify the State in writing within three (3) days after such event. Upon the occurrence of such event, whether or not such notice is given to Contractor, the State may immediately terminate this Contract. B. Emergency Planning If Contractor provides Work that is an extension of State work performed as part of the State of Colorado Emergency Operations Plan or for a publicly funded safety net program, as defined by C.R.S. § 24-33.5-701 et seq., Contractor shall perform the Work in accordance with the State's Emergency Operations Plan or continuity of operations plan in the event of an emergency. If requested, Contractor shall provide a plan and reporting information to ensure compliance with the State's Emergency Operations Plan and C.R.S. § 24-33.5-701 et seq. C. Restrictions on Public Benefits If applicable, Contractor shall comply with C.R.S. §§ 24-76.5-101 - 103 exactly as the State is required to comply with C.R.S. §§ 24-76.5-101 - 103. D. Discrimination Contractor shall not: i. discriminate against any person on the basis of gender, race, ethnicity, religion, national origin, age, sexual orientation, gender identity, citizenship status, education, disability, socio-economic status, or any other identity. Page 33 of 41 v.4.10 ISO Financial SemIces 'COLORADO ii. exclude from participation in, or deny benefits to any qualified individual with a disability, by reason of such disability. Any person who thinks he/she has been discriminated against as related to the performance of this Contract has the right to assert a claim, Colorado Civil Rights Division, C.R.S. §24-34-301, et seq. E. Criminal Background Check Pursuant to C.R.S. §27-90-111 and CDHS Policy VI -2.4, any independent contractor, and its agent(s), who is designated by the Executive Director or the Executive Director's designee to be a contracting employee under C.R.S. §27-90-111, who has direct contact with vulnerable persons in a state -operated facility, or who provides state -funded services that involve direct contact with vulnerable persons in the vulnerable person's home or residence, shall: i. submit to and successfully pass a criminal background check, and ii. report any arrests, charges, or summonses for any disqualifying offense as specified by C.R.S. §27-90-111 to the State. Any Contractor or its agent(s), who does not comply with C.R.S. §27-90-111 and CDHS Policy VI -2.4, may, at the sole discretion of the State, be suspended or terminated. F. Fraud Policy Contractor shall comply with the current CDHS Fraud Policy. G. C-Stat - Performance Based Program Analysis and Management Strategy (C-Stat Strategy) Without any additional cost to the State, Contractor shall collect and maintain Contract performance data, as determined solely by the State. Upon request, Contractor shall provide the Contract performance data to the State. This provision does not allow the State to impose unilateral changes to performance requirements. H. COVID-19 Pandemic CDHS operates many facilities across the State and with regard to the COVID-19 Pandemic, Contractor may be subject to local or state public health orders, Department policy, individual facility policy, or any other requirement that could impose additional requirements on the Contractor. If so, Contractor shall promptly comply upon notice. Page 34 of 41 v.4.10 COLORAO Finauiat R so txQ.rmK,a orwwnan s<•. Divisan of CantrM,is anti Prxurrrrient 21. THIRD PARTY CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § 24-74-105, C.R.S, if Contractor is to be granted access to Personal Identifying Information through a database or automated network that is not publicly available information, Contractor certifies, and will certify annually, under penalty of perjury that Contractor 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 Act, 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. If Contractor's agents, employees, assigns or Subcontractors require certification pursuant to § 24- 74-105, C.R.S., Contractor shall require annually that its agents, employees, assigns or Subcontractors sign and date the following certifications as applicable, which shall be made available to the State upon request: For an individual: Pursuant to § 24-74-105, C.R.S., I hereby certib, under the penalty of perjury that I have not and will not use or disclose any Personal Identib,ing 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 Act, 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. For and entity/organization: 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 Act, which is codified at 8 U.S.C. §f 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. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK Page 35 of 41 fin, -2081 v.4.10 AO COLORADO F6tend. serdoa tict�vMr[+x a cnxnan sus Oinsm of Contracts and Pr.oremcnt 22. FEDERAL PROVISIONS A. APPLICABILITY OF PROVISIONS. i. This Federal Provisions section shall apply in the event that the Contract is funded, in whole or in part, with an Award of Federal funds. Contractor shall confirm with their CDHS Contact for their Contract if this Contract is funded in whole or in part by federal funds. Where Federal funds are not used to fund this Contract, then this Federal Provisions section shall not apply, but remains in this Contract due to the template nature of this Contract. ii. If the Contract is funded in whole or in part with Federal funds, and in the event of a conflict between this Federal Provisions section, the Special Provisions, the body of the Contract, or any attachments or exhibits made a part of the Contract, the provisions of this Federal Provisions section shall control. Exceptions to this are as follows: a. If the Supplemental Provisions for Federal Awards Exhibit is attached to this Contract, then in the event of a conflict amongst provisions, the Supplemental Provisions for Federal Awards exhibit shall control over the provisions of this Federal Provisions section. b. If the SLFRF Subrecipient Provisions Exhibit is attached to this Contract, then in the event of a conflict amongst provisions, the SLFRF Subrecipient Provisions Exhibit shall control over the provisions of this Federal Provisions section. B. COMPLIANCE. i. Contractor shall comply with all applicable provisions of the Transparency Act (the Federal Funding Accountability and Transparency Act of 2006 [Public Law 109-282], as amended by section 6202 of Public Law 110-252) 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. C. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID REQUIREMENTS. i. 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. ii. 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 Page 36 of 41 v.4.10 COLORADO Financial Sermon annually after the initial registration, and more frequently if required by changes in Contractor's information. D. CONTRACT PROVISIONS REQUIRED BY UNIFORM GUIDANCE APPENDIX II TO PART 200. i. 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 ii. All contracts in excess of $10,000 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. iii. 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." iv. 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 Page 37 of 41 v.4.10 COLORADO Financial services 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. v.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. vi. 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. vii. 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). viii. 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. Page 38 of 41 v.4.10 Ate COLORADO Financial Services ix. 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. x. Prohibition on certain telecommunications and video surveillance services or equipment §2 CFR 200.216 a.Recipients and sub recipients are prohibited from obligating or expending loan or grant funds to: 1) Procure or obtain; 2) Extend or renew a contract to procure or obtain; or 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). xi. 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. xii. 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 requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. xiii. 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 Page 39 of 41 v.4.10 aCOLORADO Finantlet Servkes ,nr�.x�s Disiston or ConEr . and Procurement Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 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. E. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT i. 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: a.For Fixed Price Contracts: FAR 52.249-2 (2023) b.For Contracts for Personal Services: FAR 52.249-12 (2023) c.For Construction Contracts for Dismantling, Demolition, or Removal of Improvements: FAR 52.249-3 (2023) d.For Educational and Other Nonprofit Institutions: FAR 52.249-5 (2023) F. EVENT OF DEFAULT. i. 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, at law or in equity. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK Page 40 of 41 v.4.10 SO COLORADO Financial Services oepumwatt artt+a,+en sees Owls:::: Contracts Anil Procurement SAMPLE OPTION LETTER (IF APPLICABLE) 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, including Insert CMS number or Other Contract Number of the Original Contract "Inc.", "LLC", etc_. Current Contract Maximum Amount Option Contract Number Initial Term Insert CMS number or Other Contract Number of this Option State Fiscal Year 20xx $0.00 Extension Terms Contract Performance Beginning Date State Fiscal Year 20xx $0.00 Month Day, Year State Fiscal Year 20. $0.00 State Fiscal Year 20. $0.00 Current Contract Expiration Date State Fiscal Year 20xx $0.00 Month Day, Year Total for All State Fiscal Years $0.00 1. 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 E. Option to initiate next phase of the Contract 2. REQUIRED PROVISIONS: A. For use with Option 1(A): 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 C): In accordance with Section(s) Number of the Original Contract referenced above, the State hen by exercises its option to Increase/Decrease the quantity of the Goods/Services or both at the rates stated in the Original Contract, as amended. C. For use with Option 1(D): 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 tkis Option Letter replace the rates in the Original Contract as of the Option Effective Date of this Option Letter. D. For use with Option 1€: In accordance with Section(s) Number of the Original Contract referenced above, the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc, which shall begin on Insert start date and end on Insert ending date at the cost/price specified in Section Number. E. For use with all Options that modify 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: The effective date of this Option Letter is upon approval of the State Controller or , whichever is later. STATE OF COLORADO INSERT Name of Agency or IHE INSERT -Name & Title of Head of Agency or IHE SAMPLE ONLY - DO NOT SIGN By: Name & Title of Person Signing for Agency or IHE Date: SAMPLE ONLY - DO NOT SIGN 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 SAMPLE ONLY - DO NOT SIGN Name of Agency or IHE Delegate -Please delete if contract will be routed to OSC for approval Option Effective Date: SAMPLE ONLY — DO NOT SIGN Page 41 of 41 EXHIBIT A - STATEMENT OF WORK 1. ACRONYMS AND DEFINITIONS: 1.1. CDHS: Colorado Department of Human Services. The department responsible for funding and overseeing CW STEP. Referred to within this Contract as the Department 1.2. Host Site Employers: A business or agency agreeing to host, train, and supervise a CW STEP client and certify the hours the client has worked. 1.3. Employer of Record: A business or agency responsible for paying wages to a CW STEP client, withholding and payment of payroll taxes, including FICA, Medicare, and applicable unemployment insurance taxes, worker's compensation coverage, and preparation and distribution of federal and state taxes. 1.4. Living Wage: For purposes of CW STEP, living wage is calculated as 50% of the Massachusetts Institute of Technology Living Wage Calculator for one adult and two children, based on the county of residence. 1.5. County: The county human services department that administers CW STEP in a county or counties. 1.6. Prevailing Wage: Defined as the hourly wage, usual benefits and overtime paid in the largest city in each county, to the majority of workers, laborers, and mechanics. Prevailing wages are established by the Department of Labor & Industries for each trade and occupation employed in the performance of public work. 1.7. Subsidized Employment: Earnings from employment or training in combination with work in which all or a portion of the wage is paid to an employer with CW STEP funds. 1.8. Successful Exit: When a CW STEP client exits CW STEP due to being hired for an unsubsidized job or when they exit with measurable skill gains. 1.9. TANF: Temporary Assistance for Needy Families. Known in Colorado as "Colorado Works". 1.10. Training: Training tied to a specific occupation and industry recognized which helps build employable skills that is attached to an employment opportunity and is an expressed component necessary for an individual to gain employment. Training may be paid or unpaid. 1.11. Underemployed: An individual employed for no more than 20 hours per week, for at least 4 consecutive weeks, who is actively seeking employment utilizing the public workforce system. 1.12. Unemployed: An individual without employment for at least 4 consecutive weeks, who is actively seeking employment utilizing the public workforce system. 1.13. Unsubsidized Employment: Earnings from employment provided by an employer who does not receive a subsidy for the creation and maintenance of the employment position. Exhibit A — Statement of Work Page 1 of 9 1.14. Unsuccessful Exit: When a CW STEP client is no longer suited to participate due to lack of client engagement, relocating to a different state, being physically unable to work, or other reasoning which precluded the client from gaining an unsubsidized job. 2. OBJECTIVE The purpose of this contract is to implement the Colorado Works Subsidized Training and Employment Program (CW STEP). CW STEP is a statewide program that aims to assist Colorado Works recipients in attaining living -wage, permanent jobs through employment opportunities with subsidized wages, including apprenticeships, on-the-job training, Subsidized Employment including transitional jobs, and paid internships. CW STEP aims to address the TANF purpose of reducing the dependency of CW parents by promoting job preparation, work and marriage. 3. SCOPE The County shall develop, implement, and administer CW STEP in their respective county. The County shall ensure that services are delivered in a culturally competent manner, are language appropriate, and that they meet the needs and challenges of the target population. A. CW STEP Plan. The County shall develop a comprehensive plan for how they will develop, implement, and administer CW STEP. B. Eligible Clients. An eligible client is an individual who is eligible to receive Colorado Works Basic Cash Assistance (BCA) and who is deemed appropriate for and can benefit from CW STEP based on their Colorado Works assessment. Adults receiving BCA and age appropriate/work ready children may receive services through CW STEP. Parents, step-parents, and youth are all eligible, as are work -required and non -work -required household members who are recipients of the BCA grant. C. Allowable Activities. The County shall ensure that CW STEP clients are enrolled in at least 1 of the following allowable activities: a. Work -based learning occurs in part or wholly in the workplace, designed to provide the learner with hands-on, real world experience. For the purpose of CW STEP, work -based learning opportunities include Subsidized Employment, transitional jobs, apprenticeships, on-the-job training, and internships. b. Subsidized Employment is employment in the public or private sector for which the employer receives a subsidy to offset wages and costs of employing the client. Subsidized employment entails time -limited, wage -paid work that helps individuals who are chronically Unemployed or Underemployed, often with barriers to employment, establish work history and develop workplace skills with a goal of obtaining Unsubsidized Employment. c. Transitional Job is a form of Subsidized Employment, combining real work, skill development, and support services to help clients overcome substantial barriers to employment. d. On -the -Job Training combines productive work with the provision of knowledge and skills essential to full, competent performance on the job. The employer and worker/client engage in a training plan with the goal of full employment in the position. e. Apprenticeship is an employer -driven, experiential learning model combining on- the-job learning as a paid employee with related classroom instruction in order to increase one's skill level and wages. Apprenticeships do not have to be registered. Exhibit A — Statement of Work Page 2 of 9 f. Internship is an employment opportunity in a real -world environment, designed to expose the client to the work environment, requirements, and behavioral expectations of a particular occupation or industry. These work experiences are designed to stimulate long-term employment success but are not expected to provide formal occupational skills training. D. Allowable Spending. The County shall spend CW STEP funds in the following ways: a. Work Experience and Wages: i. Clients will receive subsidized wages (in combination with complementary Training and/or other support) for up to 6 months at a maximum of 40 hours per week. ii. Employment can occur in a broad spectrum of venues: private, public, nonprofit, or community -based organizations. iii. clients may be paid the Prevailing Wage (as determined with local Labor Market Information) for the job they are doing commensurate with their experience. iv. Types of work experience can include 1 or a combination of: Subsidized Employment, work -based learning, apprenticeships, internships, transitional jobs, on-the-job training, career Training, extended learning, instructional site learning, and job shadowing and classroom Training directly related to work. v. All placements must include hands-on work experience with a wage. vi. Depending on the nature of the placement, clients may be compensated in wages for up to 100% for any of the activities listed above under "allowable activities." b. Supportive Services: i. Eligible supportive services must be directly related to the client's ability to work in the immediate subsidized placement. ii. Available county TANF funds for supportive services shall be prioritized when applicable before CW STEP funds may be used for supportive services. CW STEP funds used for supportive services must be directly related to the client's ability to work in the immediate subsidized placement. 1. Allowable supportive services expenses include, but are not limited to, tools, uniforms, car repairs, rental and utility assistance, non -recurrent personal needs (including eyeglasses), and other non -recurrent needs that may inhibit participation in work. 2. TANF and CW STEP funds may not be used to pay for medical expenses including office visits, treatment, and medicines unless it is not covered by Medicaid and the expense is pre -approved by the Department. c. Job Coaching i. Case management and coaching may be provided independently or in combination with supportive services. Available county TANF funds for case management and coaching shall be prioritized when applicable before CW STEP funds may be used for these services. ii. Job Coaching/Case Management should be related to CW STEP activities along with other employment barrier removal. d. Training, education, certification or licensing that leads to subsidized employment. Exhibit A — Statement of Work Page 3 of 9 Short-term training opportunities needed for a client to attach to subsidized employment at a reasonable cost (such as a CDL license, fork- lift operation, Certified Nursing Assistant, Phlebotomy certification, COMPTIA, and other education, certification, licensing, or training needed to improve the client's skillset. The contractor must demonstrate through case notes in the program's system of record how the training leads to subsidized/unsubsidized employment. E. Outreach and Recruitment of Host Site Employers. a. When recruiting Host Site Employers, the County shall strive to recruit employers that offer access to programs that encourage employers to hire clients (e.g. Federal Bonding) and to programs that reward clients for obtaining and retaining employment (e.g. Earned Income Tax Credit). b. The County shall perform job development activities to recruit businesses into the program and determine their needs and requirements. c. The County may use multiple methods to recruit participating employers: media campaigns, marketing events, staffing agencies, their own connections/word of mouth, and/or tasking clients to market themselves to prospective employers. i. The cost of employer recruitment materials and development shall be built into administrative costs and are not anticipated to exceed 2% of total administrative costs. ii. The County shall use all CW STEP marketing materials that the Department provides. d. The County shall not blindly refer clients to an employer. The employer will have an opportunity to pre-screen clients via employment fairs, Connecting Colorado, interviews, or other agreed upon methods. F. Recruiting and Enrollment of CW STEP Clients. a. The County shall provide onboarding services immediately following a referral and begin the process to match a client in allowable CW STEP activities. b. The recommended period from time of referral to time of placement is 2 weeks. However, the Department will not monitor compliance on the amount of time between referral and placement. G. Client Placements. CW STEP clients may be placed at a Host Site Employer for up to 6 months. Written approval from the Department is required if the County wants to extend the placement for more than 6 months. a. A client may be placed 3 times in the program year. b. A client may only work up to 40 hours per week at their placement. H. County Agreements. In order to successfully implement and administer CW STEP, the County must collaborate with the county department(s) of human/social services and community partners (e.g. community -based organizations, community colleges, workforce centers, early childhood councils, and family resource centers). a. The County shall maintain regular communication with the county department(s) of human/social services or other agencies working with CW STEP clients. b. It is the responsibility of the County to notify referring counties if the pipeline becomes over -burdened (supply of clients greater than the demand from employers) with referrals while clients are being matched to employers. c. The County shall be the first source to provide technical assistance for CW STEP to their county and community based partners. Exhibit A — Statement of Work Page 4 of 9 I. Working with Employers and Payroll. The County may either choose to act as the Employer of Record (i.e. payroll, employment functions) or reimburse the actual Employer Host Sites for the cost of paying clients, etc. The Employer of Record must not be in violation of the Civil Rights Act, the Americans with Disabilities Act or any other law governing the equal treatment of employees in the workplace. a. The County may use a staffing agency for payroll/benefits purposes, including issuing the W -2s. b. Only Work Experience hours actually worked are paid a wage. c. The Employer of Record (the County or employer) shall issue paychecks and W - 2s to clients. d. All placements shall be subject to the Fair Labor Standards Act (FLSA). e. CW STEP clients shall be treated equitably by the participating employers. f. The subsidy paid by CW STEP shall be negotiated with each employer (based upon the client's skill level). g. Employers that commit to placing a client must affirm that no individuals are on layoff from the same or any substantially equivalent job within the company or organization, and that no existing regular employees were terminated to create the vacancy that shall be filled by the program client (Section 407(f) of the Deficit Reduction Act; Section 181 of the Workforce Investment Act; 20 CFR 667.270). h. The work -based Training option should provide an opportunity for the client to perform value added work to the business. The employer is not bound to hire the client at the completion of the subsidized period; however, the client may be considered for the position before beginning an external search. i. For On -the -Job Training opportunities, the employer is expected to retain clients who successfully complete the Training period. j. For other categories of allowable activities offered in CW STEP targeted Training should relate to open positions within the local labor market with an opportunity to connect to employment at the particular site or other employer in the community. k. Workers' compensation shall be paid according to arrangements made between employers and the county. The entity that pays the employee will pay the workers' compensation. J. Case Files and Documentation. The County shall maintain a detailed case file for each client. This file may be paper or electronic. It must contain job placement and other activities, including employer information, job title, job/position description, projected and actual length of activity, and all relevant outcomes including wage at placement, at exit and if health benefits are offered with the job. The client case file will be used to monitor the performance of the County in meeting program and contract objectives. The list below is not exhaustive and includes examples of mandatory documents that must be retained in the case file. a. CW STEP Time Sheets: The employer of record must complete and submit a client timesheet to the County on a pre -determined and consistent monthly schedule. The County must verify that the time sheet aligns with payroll. b. Performance Evaluations: CW STEP client performance should be evaluated on a repeating schedule, at a minimum, to coincide with time sheet/payroll submissions or as deemed appropriate by County staff. Suggested areas to evaluate clients' on the job performance include: job knowledge, work quality, attendance, dependability and communication/listening skills. Methods of Exhibit A — Statement of Work Page 5 of 9 collecting information can include, but are not limited to, standard CW STEP forms, personal communication between CW STEP staff and employer, standardized employer forms, or other documentation methods. c. Client Status Report: The County shall keep regular activity logs for each client and shall complete a client status update in the appropriate database system(s). These reports shall include notes on interactions and services offered. Reports should reflect the number of hours clients spend in subsidized Training and employment activities. d. Case Notes: The County shall document in the appropriate electronic system detailed case notes after each client interaction, placement, and exit. Case notes/comments from electronic systems may be copied and pasted into the case file or be printed to be put in a paper file. e. Subsidized Employment Agreement: The County shall place in the file signed copies of all employment agreements. K. LAC Training and Meetings. The County shall attend all required Department training and meetings. a. Through these meetings, the County shall actively identify problems and areas to improve or change. L. Operations Guide and Memorandums. The County shall comply with all procedures and processes outlined in the CW STEP Operations Guide and all memorandums issued by the Department related to CW STEP. This includes any memorandums issued prior to the start of this Contract. M. Optional Services. The County may choose to include the following services within the scope of CW STEP. a. Administer assessments to identify barriers, develop short- and long-term employment and career goals, skills, and match clients to work assignments that fit their interests, needs, and circumstances b. Provide life skills and job readiness Training (such as adhering to workplace norms) in conjunction with Subsidized Employment. c. Offer connections to work supports and job retention services, such as short-term child care, transportation, and community health resources in order to support Subsidized Employment assignments. d. Provide work -focused case management assistance which leads to permanent, Unsubsidized Employment, in conjunction with Subsidized Employment assignments. 4. PERSONNEL REQUIREMENTS A. Personnel General Requirements. The County shall provide sufficient personnel to perform the work described in this Statement of Work. In the event that the Department determines that the County has provided insufficient staff or staff that does not have the necessary skills, knowledge or experience to perform the work, the County shall provide additional and replacement staff to perform its obligations. a. The County shall maintain appropriate staffing levels throughout the term of the contract. B. Subcontracting. There is no contractual relationship between subcontractors and the Department. The contractual relationship exists only between the County and the Department, between whom there is "privity of contract." a. the Department will manage the County's performance according to the terms agreed upon in this Exhibit A, Statement of Work. Exhibit A — Statement of Work Page 6 of 9 b. The County may choose to subcontract with another agency, organization, or individual to serve as the employer of record. Any subcontractors will be specified in the County's budget and are subject to the Department's prior approval. c. Budgets cannot be modified to include, delete or change subcontractors without consultation with and approval from the Department. d. The County will report on subcontractor activities as a part of their program report. Billing for subcontracted work shall be included as a part of the County's submission. 5. OUTCOMES: A. All placements shall be in industries/occupations tied to local labor market demands. B. The County shall exit at least 35% of enrolled clients to Unsubsidized Employment. a. Of those 35%, the County shall exit at least 20% of clients to a living -wage job. C. At exit, at least 40% of clients will have gained marketable skills that are expected to lead to obtaining a living -wage job in the short-term (i.e. less than 2 years). a. The County shall clearly document in the case file how these skills will reasonably lead to a living -wage job. D. The Department and the County may also choose to assess additional long-term and 2Gen (i.e. parent -focused, child -focused, and family -focused) measures, pending data availability and accessibility. 6. BUDGET A. The County shall develop a budget in collaboration with the Department. The Department will make recommended changes to the budget based on their experience with overseeing CW STEP. B. Modifications to the budget are made through amendments and are subject to program needs and available funding. The Department shall review written requests for deviations from the scope of work or the approved budget within 2 business days and respond to the request within 5 business days. All change requests must be based on actual or projected data. The Department can approve or deny requests. C. Changes to the budget greater than 20% require approval from the Department. a. The County shall submit changes to the budget that are 20% or less via email or written notice to the Department. b. Line item shifts that result in a change to the percentage of funding expended on direct services require pre -approval from the Department. D. The County shall develop a process that ensures spending and considers redistribution of funds based on performance and outcomes. E. The County shall not use CW STEP funds to supplant other contracts/programs. 7. MONITORING, REPORTING, AND EVALUATION A. Monitoring. The County shall use the following monitoring methods to collect data, measure outputs and outcomes, and evaluate overall programming: a. Audit: On a quarterly basis, the Department will review files for compliance with applicable CW STEP guidelines outlined in this Exhibit A, Statement of Work, and the CW STEP Operations Handbook. These audits may occur on - Exhibit A — Statement of Work Page 7 of 9 site or remotely via the agreed upon database. Counties will be provided audit guidelines and file sample list at least 2 weeks prior to audit. b. Survey: The County shall conduct an exit survey for each CW STEP client when they secure unsubsidized employment. The surveys will help capture client feedback. Surveys will be primarily electronic, but clients can request to complete a paper version. A copy of the survey shall be retained in the case file. B. Reporting. The County shall collect and track program data and provide client information and expenditure reports to the Department as follows: a. Bi-annual Narrative Reports are due by the 10th of January, and by the 10th of July. Bi-annual narrative reports shall contain information for the preceding months of program activity. i. The Department will provide a template to be used within 60 days from the beginning of the Contract period. b. If the day listed above falls on a weekend or State holiday, the report shall be due on the following business day. C. Evaluation. a. Formal evaluation of CW STEP is required by the legislature. The Department will contract with an outside agency to perform this evaluation. The County shall comply with all requirements needed to complete this evaluation. b. The Department may conduct informal evaluations of the County. This may occur at least once during the contract's terms. Additionally, the Department have the right to inspect the County's records at any reasonable time, in order to assure compliance with and performance of the terms of the contract and its Statement of Work. Any amounts the Department paid improperly shall be immediately returned to the Department or may be recovered in accordance with other remedies. 8. COMPENSATION, INVOICES, AND PAYMENT A. Compensation. a. All reimbursements will be made on a cost -reimbursable basis, based on actual expenditures. b. The specified services provided by the County are federally funded and must comply with the Office of Management and Budget guidelines and principles related to allocable and allowable costs. 9. DUTIES AND OBLIGATIONS OF THE DEPARTMENT A. The Department will coordinate information exchanges and training sessions for workforce regions, community based organizations, and county departments of human/social services. B. The Department will notify the County of any changes to state regulations governing the program. C. The Department will consult with and provide to the County the data collection requirements. D. The Department will review spending levels, including actual and encumbered by the County as compared to their initial amount of funding. Exhibit A — Statement of Work Page 8 of 9 a. The Department will determine whether the County is spending at a pace that will allow them to meet their budget and participation estimates. The contract may be amended to reallocate funds accordingly. E. The Department may increase or decrease the quantity of goods/services described in the section/schedule based upon the rates established in the contract. Exhibit A — Statement of Work Page 9 of 9 Colorado Works Subsidized Training and Employment (CW STEP) Exhibit B' -'Budget Program COUNTY / ORGANIZATION: ANTICIPATED # OF PARTICIPANTS SERVED AVERAGE COST PER PARTICIPANT CW STEP FUNDS REQUESTED: FOR THE PERIOD (anticipated) : Employment Services of Weld County 23 $6,521./4 $150,000.00 July 1, 2024 - June 30, 2025 Budget - Program Costs CW STEP 1.O Direct Lasts Ut I ransitional Jobs: Subsidized wages $ 61,131 Supportive services $ 14,95U Participant I raining $ 45,000 lott Direct Cosh $ 121,6B1 Personnel Expenses: Director (U.96%) 2,1/1 Supervisor (4.28%) 5,101 Job Developer/Lase Manager (1/.30%1 16,5/6 YVY reVyh : I otal Personnel Expenses $ 24,550.00 Lontrac ua services: background check 500 Drug screen 500 II Services HR Services LW S I EP Coordinator �tataE,fltF alterv>i $ 1,000.00 Uperating Expenses: Equipment Supplies 411 Marketing Ielecommunication (Loom, GoogleMeet, hot spot, etc.) 1,500 l U( Expen5'; S 1,911.08 Ieav Mileage 040 I ravel, training, tees ,r � 4,t►ta11! , penses $ 848.16 Other: �< +� k��'1 �k Open, ,yr,,,,,_ k f ; , f ... N P,,°,xpens0 $ 150,000.00 Indirec : Indirect rate: 10.00% 5 I otal Indirect Expenses $ -rota .P? Ces $ 15O,OOO.OO Page 1 of 1 COLORADO Financial Services Department of Human Sennua pi .On of Contracts and Procurement EXHIBIT C - HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement ("Agreement") between the State and Contractor is agreed to in connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as "Covered Entity" and the Contractor is referred to as "Business Associate". Unless the context clearly requires a distinction between the Contract and this Agreement, all references to "Contract" shall include this Agreement. 1. PURPOSE Covered Entity wishes to disclose information to Business Associate, which may include Protected Health Information ("PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Pub. L. No. 104-191 (1996) as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") enacted under the American Recovery and Reinvestment Act of 2009 ("ARRA") Pub. L. No. 111-5 (2009), implementing regulations promulgated by the U.S. Department of Health and Human Services at 45 C.F.R. Parts 160, 162 and 164 (the "HIPAA Rules") and other applicable laws, as amended. Prior to the disclosure of PHI, Covered Entity is required to enter into an agreement with Business Associate containing specific requirements as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal Regulations ("C.F.R.") and all other applicable laws and regulations, all as may be amended. 2. DEFINITIONS The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. The following terms used in this Agreement shall have the meanings set forth below: a. Business Associate. "Business Associate" shall have the same meaning as the term "business associate" at 45 C.F.R. 160.103, and shall refer to Contractor. b. Covered Entity. "Covered Entity" shall have the same meaning as the term "covered entity" at 45 C.F.R. 160.103, and shall refer to the State. c. Information Technology and Information Security. "Information Technology" and "Information Security" shall have the same meanings as the terms "information technology" and "information security", respectively, in §24-37.5-102, C.R.S. Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall have the meanings ascribed to them in the Contract. Page 1 of 10 HIPAA BAA Revised August 2018 AO COLORADO Financial Snivices Ocpanment of Human Serve s Division of Contracts and Procurement 3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE a. Permitted Uses and Disclosures. i. Business Associate shall use and disclose PHI only to accomplish Business Associate's obligations under the Contract. ii. To the extent Business Associate carries out one or more of Covered Entity's obligations under Subpart E of45 C.F.R. Part 164, Business Associate shall comply with any and all requirements of Subpart E that apply to Covered Entity in the performance of such obligation. iii. Business Associate may disclose PHI to carry out the legal responsibilities of Business Associate, provided, that the disclosure is Required by Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that: A. the information will remain confidential and will be used or disclosed only as Required by Law or for the purpose for which Business Associate originally disclosed the information to that person, and; B. the person notifies Business Associate of any Breach involving PHI of which it is aware. iv. Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity. Business Associate may de -identify any or all PHI created or received by Business Associate under this Agreement, provided the de -identification conforms to the requirements of the HIPAA Rules. b. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and disclose only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in accordance with the Minimum Necessary Requirements of the HIPAA Rules including, but not limited to, 45 C.F.R. 164.502(b) and 164.514(d). c. Impermissible Uses and Disclosures. i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity without the written authorization of Covered Entity. ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI in any form via any medium with or to any person or entity beyond the boundaries or jurisdiction of the United States without express written authorization from Covered Entity. d. Business Associate's Subcontractors. i. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of Page 2of10 HIPAA BAA Revised August 2018 a COLORADO financial Send= Department of Human Serncer Division of Contracts and Procurement Business Associate agree in writing to the same restrictions, conditions, and requirements that apply to Business Associate with respect to safeguarding PHI. ii. Business Associate shall provide to Covered Entity, on Covered Entity's request, a list of Subcontractors who have entered into any such agreement with Business Associate. iii. Business Associate shall provide to Covered Entity, on Covered Entity's request, copies of any such agreements Business Associate has entered into with Subcontractors. e. Access to System. If Business Associate needs access to a Covered Entity Information Technology system to comply with its obligations under the Contract or this Agreement, Business Associate shall request, review, and comply with any and all policies applicable to Covered Entity regarding such system including, but not limited to, any policies promulgated by the Office of Information Technology and available at http://oit.state.co.us/about/policies. f. g. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered Entity, make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. 164.524. Amendment of PHI. Business Associate shall within ten days of receiving a written request from Covered Entity make any amendment to PHI in a Designated Record Set as directed by or agreed to by Covered Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. 164.526. ii. Business Associate shall promptly forward to Covered Entity any request for amendment of PHI that Business Associate receives directly from an Individual. h. Accounting Rights. Business Associate shall, within ten days of receiving a written request from Covered Entity, maintain and make available to Covered Entity the information necessary for Covered Entity to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R. 164.528. i. Restrictions and Confidential Communications. i. Business Associate shall restrict the Use or Disclosure of an Individual's PHI within ten days of notice from Covered Entity of: A. a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or B. a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522. ii. Business Associate shall not respond directly to an Individual's requests to restrict the Use or Disclosure of PHI or to send all communication of PHI to an alternate address. Page 3of10 HIPAA BAA Revised August 2018 K J• COLORADO Financial Services Dcponnu tat Hunon Son.. Dwls±.on of Contracts and Procurement iii. Business Associate shall refer such requests to Covered Entity so that Covered Entity can coordinate and prepare a timely response to the requesting Individual and provide direction to Business Associate. Governmental Access to Records. Business Associate shall make its facilities, internal practices, books, records, and other sources of information, including PHI, available to the Secretary for purposes of determining compliance with the HIPAA Rules in accordance with 45 C.F.R. 160.310. k. Audit, Inspection and Enforcement. Business Associate shall obtain and update at least annually a written assessment performed by an independent third party reasonably acceptable to Covered Entity, which evaluates the Information Security of the applications, infrastructure, and processes that interact with the Covered Entity data Business Associate receives, manipulates, stores and distributes. Upon request by Covered Entity, Business Associate shall provide to Covered Entity the executive summary of the assessment. ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered Entity's efforts to audit Business Associate's compliance with applicable HIPAA Rules. If, through audit or inspection, Covered Entity determines that Business Associate's conduct would result in violation of the HIPAA Rules or is in violation of the Contract or this Agreement, Business Associate shall promptly remedy any such violation and shall certify completion of its remedy in writing to Covered Entity. 1. Appropriate Safeguards. i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as provided in this Agreement. ii. Business Associate shall safeguard the PHI from tampering and unauthorized disclosures. iii. Business Associate shall maintain the confidentiality of passwords and other data required for accessing this information. iv. Business Associate shall extend protection beyond the initial information obtained from Covered Entity to any databases or collections of PHI containing information derived from the PHI. The provisions of this section shall be in force unless PHI is de -identified in conformance to the requirements of the HIPAA Rules. Safeguard During Transmission. i. Business Associate shall use reasonable and appropriate safeguards including, without limitation, Information Security measures to ensure that all transmissions of PHI are authorized and to prevent use or disclosure of PHI other than as provided for by this Agreement. Page 4 of 10 HIPAA BAA Revised August 2018 COLORADO Financial Services Dep runenx of Human Sernces Divisaon of Contracts and Frocuremen ii. Business Associate shall not transmit PHI over the internet or any other insecure or open communication channel unless the PHI is encrypted or otherwise safeguarded with a FIPS- compliant encryption algorithm. Reporting of Improper Use or Disclosure and Notification of Breach. Business Associate shall, as soon as reasonably possible, but immediately after discovery of a Breach, notify Covered Entity of any use or disclosure of PHI not provided for by this Agreement, including a Breach of Unsecured Protected Health Information as such notice is required by 45 C.F.R. 164.410 or a breach for which notice is required under §24-73-103, C.R.S. ii. Such notice shall include the identification of each Individual whose Unsecured Protected Health Information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such Breach. iii. Business Associate shall, as soon as reasonably possible, but immediately after discovery of any Security Incident that does not constitute a Breach, notify Covered Entity of such incident. iv. Business Associate shall have the burden of demonstrating that all notifications were made as required, including evidence demonstrating the necessity of any delay. Business Associate's Insurance and Notification Costs. i. Business Associate shall bear all costs of a Breach response including, without limitation, notifications, and shall maintain insurance to cover: A. loss of PHI data; B. Breach notification requirements specified in HIPAA Rules and in §24-73-103, C.R.S.; and C. claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. ii. All such policies shall meet or exceed the minimum insurance requirements of the Contract or otherwise as may be approved by Covered Entity (e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status, and notice of cancellation). iii. Business Associate shall provide Covered Entity a point of contact who possesses relevant Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist with incident handling. Page 5 of 10 HIPAA BAA Revised August 2018 COLORADO Financial service: Dmarunera d Human Sevres Oivis?on of Contracts and Procurement iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this Agreement. P. q. Subcontractors and Breaches. Business Associate shall enter into a written agreement with each of its Subcontractors and agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The agreements shall require such Subcontractors and agents to report to Business Associate any use or disclosure of PHI not provided for by this Agreement, including Security Incidents and Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or agent knows or should have known of the Breach as required by 45 C.F.R. 164.410. ii. Business Associate shall notify Covered Entity of any such report and shall provide copies of any such agreements to Covered Entity on request. Data Ownership. i. Business Associate acknowledges that Business Associate has no ownership rights with respect to the PHI. ii. Upon request by Covered Entity, Business Associate immediately shall provide Covered Entity with any keys to decrypt information that the Business Association has encrypted and maintains in encrypted form, or shall provide such information in unencrypted usable form. r. Retention of PHI. Except upon termination of this Agreement as provided in Section 5, below, Business Associate and its Subcontractors or agents shall retain all PHI throughout the term of this Agreement, and shall continue to maintain the accounting of disclosures required under Section 3.h, above, for a period of six years. 4. OBLIGATIONS OF COVERED ENTITY a. Safeguards During Transmission. Covered Entity shall be responsible for using appropriate safeguards including encryption of PHI, to maintain and ensure the confidentiality, integrity, and security of PHI transmitted pursuant to this Agreement, in accordance with the standards and requirements of the HIPAA Rules. b. Notice of Changes. Covered Entity maintains a copy of its Notice of Privacy Practices on its website. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission to use or disclose PHI, to the extent that it may affect Business Associate's permitted or required uses or disclosures. Page 6of10 HIPAA BAA Revised August 2018 Ato COLORADO Financial Services Department of Human Santee Divisnon of Contracts and Procurement ii. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent that it may affect Business Associate's permitted use or disclosure of PHI. 5. TERMINATION a. Breach. i. In addition to any Contract provision regarding remedies for breach, Covered Entity shall have the right, in the event of a breach by Business Associate of any provision of this Agreement, to terminate immediately the Contract, or this Agreement, or both. ii. Subject to any directions from Covered Entity, upon termination of the Contract, this Agreement, or both, Business Associate shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Business Associate in which Covered Entity has an interest. b. Effect of Termination. i. Upon termination of this Agreement for any reason, Business Associate, at the option of Covered Entity, shall return or destroy all PHI that Business Associate, its agents, or its Subcontractors maintain in any form, and shall not retain any copies of such PHI. ii. If Covered Entity directs Business Associate to destroy the PHI, Business Associate shall certify in writing to Covered Entity that such PHI has been destroyed. iii. If Business Associate believes that returning or destroying the PHI is not feasible, Business Associate shall promptly provide Covered Entity with notice of the conditions making return or destruction infeasible. Business Associate shall continue to extend the protections of Section 3 of this Agreement to such PHI, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 6. INJUNCTIVE RELIEF Covered Entity and Business Associate agree that irreparable damage would occur in the event Business Associate or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the HIPAA Rules or any applicable law. Covered Entity and Business Associate further agree that money damages would not provide an adequate remedy for such Breach. Accordingly, Covered Entity and Business Associate agree that Covered Entity shall be entitled to injunctive relief, specific performance, and other equitable relief to prevent or restrain any Breach or threatened Breach of and to enforce specifically the terms and provisions of this Agreement. 7. LIMITATION OF LIABILITY Any provision in the Contract limiting Contractor's liability shall not apply to Business Associate's liability under this Agreement, which shall not be limited. Page 7 of 10 HIPAA BAA Revised August 2018 a COLORADO Financial Service.' 6epumre.v or Nravn 5erw:: s Division of Contracts a. Procurernen 8. DISCLAIMER Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement or the HIPAA Rules will be adequate or satisfactory for Business Associate's own purposes. Business Associate is solely responsible for all decisions made and actions taken by Business Associate regarding the safeguarding of PHI. 9. CERTIFICATION Covered Entity has a legal obligation under HIPAA Rules to certify as to Business Associate's Information Security practices. Covered Entity or its authorized agent or contractor shall have the right to examine Business Associate's facilities, systems, procedures, and records, at Covered Entity's expense, if Covered Entity determines that examination is necessary to certify that Business Associate's Information Security safeguards comply with the HIPAA Rules or this Agreement. 10. AMENDMENT a. Amendment to Comply with Law. The Parties acknowledge that state and federal laws and regulations relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide procedures to ensure compliance with such developments. i. In the event of any change to state or federal laws and regulations relating to data security and privacy affecting this Agreement, the Parties shall take such action as is necessary to implement the changes to the standards and requirements of HIPAA, the HIPAA Rules and other applicable rules relating to the confidentiality, integrity, availability and security of PHI with respect to this Agreement. ii. Business Associate shall provide to Covered Entity written assurance satisfactory to Covered Entity that Business Associate shall adequately safeguard all PHI, and obtain written assurance satisfactory to Covered Entity from Business Associate's Subcontractors and agents that they shall adequately safeguard all PHI. iii. Upon the request of either Party, the other Party promptly shall negotiate in good faith the terms of an amendment to the Contract embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Rules, or other applicable rules. iv. Covered Entity may terminate this Agreement upon 30 days' prior written notice in the event that: A. Business Associate does not promptly enter into negotiations to amend the Contract and this Agreement when requested by Covered Entity pursuant to this Section; or B. Business Associate does not enter into an amendment to the Contract and this Agreement, which provides assurances regarding the safeguarding of PHI sufficient, Page 8 of 10 HIPAA BAA Revised August 2018 COLORADO Financial Services Department or Kane. Services Dtviswn of Contracts and Procurement in Covered Entity's sole discretion, to satisfy the standards and requirements of the HIPAA, the HIPAA Rules and applicable law. b. Amendment of Appendix. The Appendix to this Agreement may be modified or amended by the mutual written agreement of the Parties, without amendment of this Agreement. Any modified or amended Appendix agreed to in writing by the Parties shall supersede and replace any prior version of the Appendix. 11. ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by Business Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause its employees, Subcontractors, or agents assisting Business Associate in the performance of its obligations under the Contract to, assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall, and shall cause its employees, Subcontractor's and agents to, provide assistance, to Covered Entity, which may include testifying as a witness at such proceedings. Business Associate or any of its employees, Subcontractors or agents shall not be required to provide such assistance if Business Associate is a named adverse party. 12. INTERPRETATION AND ORDER OF PRECEDENCE Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, this Agreement shall control. This Agreement supersedes and replaces any previous, separately executed HIPAA business associate agreement between the Parties. 13. SURVIVAL Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall survive termination of this contract or this agreement and shall be enforceable by Covered Entity. Page 9 of 10 HIPAA BAA Revised August 2018 a COLORADO Financial Services Depvmrwd d Hte�an Sernces Nvlston of Contracts and Procurement APPENDIX TO HIPAA BUSINESS ASSOCIATE AGREEMENT This Appendix ("Appendix") to the HIPAA Business Associate Agreement ("Agreement") is s an appendix to the Contract and the Agreement. For the purposes of this Appendix, defined terms shall have the meanings ascribed to them in the Agreement and the Contract. Unless the context clearly requires a distinction between the Contract, the Agreement, and this Appendix, all references to "Contract" or "Agreement" shall include this Appendix. 1. PURPOSE This Appendix sets forth additional terms to the Agreement. Any sub -section of this Appendix marked as "Reserved" shall be construed as setting forth no additional terms. 2. ADDITIONAL TERMS a. Additional Permitted Uses. In addition to those purposes set forth in the Agreement, Business Associate may use PHI for the following additional purposes: i. Reserved. b. Additional Permitted Disclosures. In addition to those purposes set forth in the Agreement, Business Associate may disclose PHI for the following additional purposes: i. Reserved. c. Approved Subcontractors. Covered Entity agrees that the following Subcontractors or agents of Business Associate may receive PHI under the Agreement: i. Reserved. d. Definition of Receipt of PHI. Business Associate's receipt of PHI under this Contract shall be deemed to occur, and Business Associate's obligations under the Agreement shall commence, as follows: i. Reserved. e. Additional Restrictions on Business Associate. Business Associate agrees to comply with the following additional restrictions on Business Associate's use and disclosure of PHI under the Contract: i. Reserved. f. Additional Terms. Business Associate agrees to comply with the following additional terms under the Agreement: i. Reserved. Page 10of10 HIPAA BAA Revised August 2018 a COLORADO Financial services as Divlsmn of Contracts and Procurement. EXHIBIT D- Supplemental Provisions for Federal Awards For the purposes of this Exhibit only, Contractor is also identified as "Subrecipient." This Contract 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 Supplemental Provisions for Federal Awards, the Special Provisions, the Contract or any attachments or exhibits incorporated into and made a part of the Contract, the Supplemental Provisions for Federal Awards shall control. In the event of a conflict between the Supplemental Provisions for Federal Awards and the FFATA Supplemental Provisions (if any), and/or exhibit regarding SLFRF Federal Provisions, the terms re FFATA and/or SLFRF shall control. If the source of the funding of the Contract is a grant, these Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 1) Federal Award Identification i. Subrecipient: Weld County; ii. Subrecipient Unique Entity ID number: UEI # MKKXT9U9MTV5; iii. The Federal Award Identification Number (FAIN) is FAIN 2301COTANF; iv. The Federal award date is Award Date May 02, 2022 v. The subaward period of performance start date is July 01, 2024 and end date is June 30, 2025; vi. Federal Funds: Contract or Fiscal Year Amount of Federal funds obligated by this Contract Total amount of Federal funds obligated to the Subrecipient Total amount of the Federal Award committed to Subrecipient by CDHS SFY25 $150,000.00 $150,000.00 $150,000.00 i. Federal award project description: Colorado Works Subsidized Training and Employment Program (CW STEP) ii. The name of the Federal awarding agency is Administration for Children & Families & US Department of the Treasury; the name of the pass -through entity is the State of Colorado, Department of Human Services (CDHS); and the contact information for the awarding official is Deanne Meyer, Grants Management Officer, DHHS Payment Management System, Post Office Box 6021, Rockville, MD 20852; 1-877-614- 5533; vii. The Catalog of Federal Domestic Assistance (CFDA) number is 93.558, name is TANF, and the dollar amount is $2,215,864.08 viii. This award is not for research & development; ix. The indirect cost rate for the Federal award (including if the de minimis rate is charged per 2 CFR §200.414 Indirect (F&A) costs) is pre -determined based upon the State of Colorado and CDHS cost allocation plan. 2) All requirements imposed by CDHS on Subrecipient so that the Federal award is used in accordance with Federal statutes, regulations, and the terms and conditions of the Federal award, are stated in Exhibit A, Statement of Work. Supplemental Provisions for Federal Awards Page 1 of 10 Revised December 2021 3) Any additional requirements that CDHS imposes on Subrecipient in order for CDHS to meet its own responsibility to the Federal awarding agency, including identification of any required financial and performance reports, are stated in Exhibit A, Statement of Work. 4) Subrecipient's approved indirect cost rate is 10% 5) Subrecipient must permit CDHS and auditors to have access to Subrecipient's records and financial statements as necessary for CDHS to meet the requirements of 2 CFR §200.331 Requirements for pass -through entities, §§ 200.300 Statutory and National Policy Requirements through §200309 Period of performance, and Subpart F —Audit Requirements of this Part. 6) The appropriate terms and conditions concerning closeout of the subaward are listed in Section 16 of this Exhibit and Exhibit A, Statement of Work 7) Performance and Final Status. Subrecipient shall submit all financial, performance, and other reports to CDHS no later than 60 calendar days after the period of performance end date or sooner termination of this Contract containing an evaluation and review of Subrecipient's performance and the final status of Subrecipient's obligations hereunder. 8) Matching Funds If a boxbelowis checked, the accompanying provision applies. i. IJ Subrecipient is not required to provide matching funds. ii. ❑ Subrecipient shall provide matching funds as stated in Exhibit B, Budget. Subrecipient shall have raised the full amount of matching funds prior to the Effective Date and shall report to CDHS regarding the status of such funds upon request. Subrecipient's obligation to pay all or any part of any matching funds, whether direct or contingent, only extends to funds duly and lawfully appropriated for the purposes of this Contract by the authorized representatives of the Subrecipient and paid into the Subrecipient's treasury or bank account. Subrecipient represents to CDHS that the amount designated as matching funds has been legally appropriated for the purposes of this Contract by its authorized representatives and paid into its treasury or bank account. Subrecipient does not by this Contract irrevocably pledge present cash reserves for payments in future fiscal years, and this Contract is not intended to create a multiple -fiscal year debt of the Subrecipient. Subrecipient shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Subrecipient's laws or policies. 1. DEFINITIONS. 1.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 1.1.1. "Award" means an award of Federal financial assistance, and the Contract setting forth the terms and conditions of that financial assistance, that a non -Federal Entity receives or administers. 1.1.1.1.1. Awards may be in the form of: 1.1.1.1.2. Grants; 1.1.1.1.3. Contracts; 1.1.1.1.4. Cooperative Contracts, which do not include cooperative research and development Contracts (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.1.1.5. Loans; 1.1.1.1.6. Loan Guarantees; 1.1.1.1.7. Subsidies; 1.1.1.1.8. Insurance; Supplemental Provisions for Federal Awards Page 2 of 10 Revised December 2021 1.1.1.1.9. Food commodities; 1.1.1.1.10. Direct appropriations; 1.1.1.1.11. Assessed and voluntary contributions; and 1.1.1.1.12. Other financial assistance transactions that authorize the expenditure of Federal funds by non -Federal Entities. 1.1.1.1.13. Any other items specified by OMB in policy memoranda available at the OMB website or other source posted by the OMB. 1.1.1.2. Award does not include: 1.1.1.2.1. Technical assistance, which provides services in lieu of money; 1.1.1.2.2. A transfer of title to Federally -owned property provided in lieu of money; even if the award is called a grant; 1.1.1.2.3. Any award classified for security purposes; or 1.1.1.2.4. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). 1.1.2. "Contract" means the Contract to which these Federal Provisions are attached and includes all Award types in § of this Exhibit. 1.1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.1.4. "Unique Entity ID number" or "UEI" is the Unique Entity ID number established by the federal government in the Unique Entity ID System to uniquely identify a business entity. For more, see: www.sam.gov. 1.1.5. "Entity" means: 1.1.5.1. If the source of funding is a Grant: 1.1.5.1.1. a Non -Federal Entity; 1.1.5.1.2. a foreign public entity; 1.1.5.1.3. a foreign organization; 1.1.5.1.4. a non-profit organization; 1.1.5.1.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only); 1.1.5.1.6. a foreign non-profit organization (only for 2 CFR part 170) only); 1.1.5.1.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to a non -Federal entity (or 2 CFR 200.1); or 1.1.5.1.8. a foreign for-profit organization (for 2 CFR part 170 only). 1.1.5.2. If the source of funding is not a Grant: 1.1.5.2.1. all of the following as defined at 2 CFR part 25, subpart C; 1.1.5.2.2. A governmental organization, which is a State, local government, or Indian Tribe; 1.1.5.3. a foreign public entity; 1.1.5.4. a domestic or foreign non-profit organization; 1.1.5.5. a domestic or foreign for-profit organization; and Supplemental Provisions for Federal Awards Page 3 of 10 Revised December 2021 1.1.5.6. a Federal agency, but only a Subrecipient under an Award or Subaward to a non - Federal entity. 1.1.6. "Executive" means an officer, managing partner or any other employee in a management position. 1.1.7. If the source of funding is a Grant, "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR 200.1. If the source of funding is not a Grant, "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the "Transparency Act." 1.1.9. "Federal Provisions" means these Federal Provisions subject to the Transparency Act and Uniform Guidance, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 1.1.10. If the source of funding is a Grant, "Grant" as used herein is the Contract to which these Federal Provisions are attached. 1.1.11. "Grantee" means the party or parties identified as such in the Grant to which these Federal Provisions are attached if the source of funding is a Grant. 1.1.12. "Non -Federal Entity means a State, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a Federal Award as a Recipient or a Subrecipient. 1.1.13. "Nonprofit Organization" means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: 1.1.13.1. Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; 1.1.13.2. Is not organized primarily for profit; and 1.1.13.3. Uses net proceeds to maintain, improve, or expand the operations of the organization. 1.1.14. "OMB" means the Executive Office of the President, Office of Management and Budget. 1.1.15. "Pass -through Entity" means a non -Federal Entity that provides a Subaward to a Subrecipient to carry out part of a Federal program. 1.1.16. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award, or, of the source of funding is a Grant it is that agency or institution identified as the Grantor in the Grant to which these Federal Provisions are attached. 1.1.17. "Subaward" means an award by a Prime Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Subaward unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR 200.101 or 2 CFR 200.38, as applicable. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 1.1.18. "Subrecipient" or, if the source of funding is a Grant, "Subgrantee" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee. The term does not include an individual who is a beneficiary of a federal program. 1.1.19. "Subrecipient Parent UEI Number" means the subrecipient parent organization's 12 -digit Unique Entity ID System (UEI) number that appears in the subrecipient's System for Award Management (SAM) profile, if applicable. Supplemental Provisions for Federal Awards Page 4 of 10 Revised December 2021 1.1.20. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 1.1.21. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a), as applicable) and includes the following: 1.1.21.1. Salary and bonus; 1.1.21.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.1.21.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.1.21.4. Change in present value of defined benefit and actuarial pension plans; 1.1.21.5. Above -market earnings on deferred compensation which is not tax -qualified; 1.1.21.6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.1.22. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act may also be referred to as FFATA. 1.1.23. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which, unless the source of funding is a Grant, supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A- 102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 1.1.24. "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. COMPLIANCE. 2.1. Contractor/Grantee shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, including, but not limited to, all applicable Federal Laws and regulations required by this Federal Award. 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, at its discretion, may provide written notification to Contractor/Grantee 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 SYSTEM (UEI) REQUIREMENTS. 3.1. SAM. Contractor/Grantee shall maintain the currency of its information in SAM until the Contractor/Grantee submits the final financial report required under the Award or receives final payment, whichever is later. Contractor/Grantee shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. Supplemental Provisions for Federal Awards Page 5 of 10 Revised December 2021 3.2. UEI. Contractor/Grantee shall provide its UEI number to its Prime Recipient, and shall update Contractor's/Grantee's information in www.sam.gov at least annually after the initial registration, and more frequently if required by changes in Contractor's/Grantee's information. 4. TOTAL COMPENSATION. 4.1. Contractor/Grantee shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1.1. The total Federal funding authorized to date under the Award is $30,000 or more if the source of funding is a Grant, or otherwise $25,000 or more if the source of funding is not a Grant; and 4.1.2. In the preceding fiscal year, Contractor/Grantee received: 4.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act if the source of funding is a Grant or otherwise $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act if the source of funding is not a Grant; and 4.1.2.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 5. REPORTING. 5.1. If Contractor/Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee shall report data elements to SAM and to the Prime Recipient as required in this Exhibit. No direct payment shall be made to Grantee for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Contract/Grant price. The reporting requirements in this Exhibit are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract/Grant and shall become part of Contractor's/Grantee's obligations under this Contract/Grant. 6. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING. 6.1. If the source of funding is a Grant, Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. 6.2. If the source of funding is not a Grant, Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 6.3. The procurement standards in §8 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 7. SUBRECIPIENT REPORTING REQUIREMENTS. 7.1. If Contractos/Grantee is a Subrecipient, Contractor/Grantee shall report as set forth below. Supplemental Provisions for Federal Awards Page 6 of 10 Revised December 2021 7.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number (FAIN) assigned by a Federal agency to a Prime Recipient no later than the end of the month following the month in which the Subaward was made: 7.1.1.1. Subrecipient UEI Number; 7.1.1.2. Subrecipient UEI Number if more than one electronic funds transfer (EFT) account; 7.1.1.3. Subrecipient parent's organization UEI Number; 7.1.1.4. Subrecipient's address, including: Street Address, City, State, Country, Zip (+ 4 if source of funding is a Grant or as otherwise directed per SAM directives for proper reporting), and Congressional District; 7.1.1.5. Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 7.1.1.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if the criteria in §4 above met. 7.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract/Grant, the following data elements: 7.1.2.1. Subrecipient's UEI Number as registered in SAM. 7.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8. PROCUREMENT STANDARDS. 8.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and applicable regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through 200.327 thereof. 8.2. If the source of funding is a Grant: Domestic preference 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 requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. 8.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State, 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) at 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. 9. ACCESS TO RECORDS. 9.1. A Subrecipient shall permit Recipient/Prime Recipient and its auditors to have access to Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of 2 CFR 200.311-200.332 (Requirements for pass -through entities), 2 CFR 200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F -Audit Requirements of the Uniform Guidance. 10. SINGLE AUDIT REQUIREMENTS. Supplemental Provisions for Federal Awards Page 7 of 10 Revised December 2021 10.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient's fiscal year, the Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in accordance with the provisions of Subpart F -Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501. 10.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in accordance with 2 CFR 200.507 (Program -specific audits). The Subrecipient may elect to have a program -specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program -specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program -specific audit. 10.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 10.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Subpart F -Audit Requirements. 11. CONTRACT/GRANT PROVISIONS FOR SUBRECIPIENT CONTRACTS. 11.1. In addition to other provisions required by the Federal Awarding Agency or the Prime Recipient, Contractors/Grantees that are Subrecipients shall comply with the following provisions. Subrecipients shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Contract/Grant. 11.1.1. [Applicable to federally assisted construction contracts.] 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 shall 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. 11.1.2. [Applicable to on -site employees working on government -funded construction, alteration and repair projects.] Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). 11.1.3. Rights to Inventions Made Under a contract/grant or agreement. If the Federal Award meets the definition of "funding agreement"/ "funding Contract" under 37 CFR 401.2 (a) and the Prime 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,"/"funding Contract", the Prime 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 Federal Awarding Agency. Supplemental Provisions for Federal Awards Page 8 of 10 Revised December 2021 11.1.4. Clean Air Ad (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 awardee(s) 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). 11.1.5. 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. 11.1.6. 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. 11.1.7. Never contract with the enemy (2 CFR 200.215). Federal awarding agencies and recipients are subject to the regulations implementing "Never contract with the enemy" in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered contracts, grants and cooperative agreements that are expected to exceed $50,000 within the period of performance, are performed outside the United States and its territories, and are in support of a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 11.1.8. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending loan or grant funds on certain telecommunications and video surveillance services or equipment pursuant to 2 CFR 200.216. 12. CERTIFICATIONS. 12.1. Unless prohibited by Federal statutes or regulations, Recipient/Prime Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 13. EXEMPTIONS. 13.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 13.2. A Contractor/Grantee with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 14. EVENT OF DEFAULT AND TERMINATION. 14.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Contract/Grant and the State of Colorado may terminate the Contract/Grant 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/Grant, at law or in equity. Supplemental Provisions for Federal Awards Page 9 of 10 Revised December 2021 14.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part as follows: 14.2.1. By the Federal Awarding Agency or Pass -through Entity, if a Non -Federal Entity fails to comply with the terms and conditions of a Federal Award; 14.2.2. By the Federal awarding agency or Pass -through Entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; 14.2.3. By the Federal awarding agency or Pass -through Entity with the consent of the Non -Federal Entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; 14.2.4. By the Non -Federal Entity upon sending to the Federal Awarding Agency or Pass -through Entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal Awarding Agency or Pass -through Entity determines in the case of partial termination that the reduced or modified portion of the Federal Award or Subaward will not accomplish the purposes for which the Federal Award was made, the Federal Awarding Agency or Pass -through Entity may terminate the Federal Award in its entirety; or 14.2.5. By the Federal Awarding Agency or Pass -through Entity pursuant to termination provisions included in the Federal Award. EXHIBIT END Supplemental Provisions for Federal Awards Page 10 of 10 Revised December 2021 Contract Form Entity Information Entity Name* Entity ID* COLORADO DEPARTMENT OF @00003650 HUMAN SERVICES O New Entity? Contract Name" Contract ID CDHS CO WORKS STEP PROGRAM AGREEMENT 25 8533 IHGA 191647 Contract Status CTB REVIEW Contract Lead * WLUNA Contract Lead Email wluna@weld.gov;cobbxxl k@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description* COLORADO WORKS (CW) SUBSIDIZED TRAINING AND EMPLOYMENT PROGRAM (STEP) AGREEMENT FOR PY2025. PERIOD OF PERFORMANCE: JULY 1, 2024 THROUGH JUNE 30, 2025. GRAND AWARD: $1 50,000.00. SIGNATURE ON PAGE THREE OF SEVENTY-ONE. Contract Description 2 PA WILL ROUTE WITH THIS CMS/ONBASE ENTRY. Contract Type* GRANT Amount* $150,000.00 Renewable* NO Automatic Renewal Grant IGA Department HUMAN SERVICES Department Email CM- HumanServices@weldgov. com Department Head Email CM-HumanServices- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Requested BOCC Agenda Date 08/07/2024 Due Date 08/03/2024 Will a work session with BOCC be required?* NO 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 Termination Notice Period Contact Information Review Date* 04/30/2025 Committed Delivery Date Renewal Date Expiration Date* 06/30/2025 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head Finance Approver Legal Counsel JAMIE ULRICH CHERYL PATTELLI BYRON HOWELL DH Approved Date Finance Approved Date Legal Counsel Approved Date 07/31/2024 07/31/2024 07/31/2024 Final Approval BOCC Approved Tyler Ref # AG 080524 BOCC Signed Date Originator WLUNA BOCC Agenda Date 08/05/2024 Houstan Aragon From: Sent: To: Subject: noreply@weldgov.com Wednesday, May 21, 2025 10:55 AM CM-ClerktoBoard; Lesley Cobb; CM-HumanServices-DeptHead Fast Tracked Contract ID (9499) Contract # 9499 has been Fast Tracked to CM -Contract Maintenance. You will be notified in the future based on the Contract information below: Entity Name: COLORADO DEPARTMENT OF HUMAN SERVICES Contract Name: CDHS CO WORKS STEP PROGRAM AGREEMENT 25 IHGA 191647 Contract Amount: $150,000.00 Contract ID: 9499 Contract Lead: COBBXXLK Department: HUMAN SERVICES Review Date: 4/30/2026 Renewable Contract: YES Renew Date: 6/30/2026 Expiration Date: Tyler Ref #: Thank -you Corrl-vackO4-qq-a� Tvack_'R-e\Ne weCI 2b2q- ZOO\ Houstan Aragon From: Sent: To: Cc: Subject: Attachments: Good morning CTB, FAST TRACK ITEM: Lesley Cobb Wednesday, May 21, 2025 10:50 AM CTB HS -Contract Management FAST TRACK - CW STEP Contract with the State of Colorado (CMS #9499) CW Step Contract 7.1.2024.pdf Attached please find the CW STEP contract with the State of Colorado (Tyler ID 2024-2081). This Contract is still valid and DHS is currently processing 2 amendments that will add funding and extend the term date to June 30, 2025. This will be a Fast Track item in CMS for tracking purposes only (CMS#9499). Thank you, Lesley Lesley Cobb Contract Management and Compliance Supervisor Department of Human Services Desk: 970-400-6512 P.O. Box A, 315 North 11th Avenue, Greeley, CO 80632 00000 Join Our Team IMPORTANT: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Hello