HomeMy WebLinkAbout20233226.tiffRESOLUTION
RE: APPROVE AMERICAN RESCUE PLAN ACT (ARPA) GRANT AGREEMENT FOR
CASE MANAGEMENT AGENCIES (CMA) TRANSITION SUPPORT START-UP
PROJECT AND AUTHORIZE CHAIR AND DEPARTMENT OF HUMAN SERVICES TO
SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an American Rescue Plan Act (ARPA)
Grant Agreement for the Case Management Agencies (CMA) Transition Support Start -Up Project
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 Health Care Policy and Financing, commencing September 15, 2023,
and ending September 30, 2023, with further terms and conditions being as stated in said
agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the American Rescue Plan Act (ARPA) Grant Agreement for the
Case Management Agencies (CMA) Transition Support Start -Up Project 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 Health Care Policy
and Financing, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that Kelly Morrison, Department of Human
Services, be, and hereby is, authorized to sign said agreement, effective September 29, 2023.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
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2023-3226
HR0095
AMERICAN RESCUE PLAN ACT (ARPA) GRANT AGREEMENT FOR CASE MANAGEMENT
AGENCIES (CMA) TRANSITION SUPPORT START-UP PROJECT
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 30th day of October, A.D., 2023, nunc pro tunc September 15, 2023.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
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Weld County Clerk to the Board
BY:
Deputy Clerk to the Board
Mike Freeman, Chair
Per L. B ,%k, Pro-Tem
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APP::. ED USED
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Date of signature: I V1P 1
2023-3226
HR0095
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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Colorado Health Care Policy & Financing (HCPF) American Rescue Plan Act (ARPA)
Grant Agreement.
DEPARTMENT: Human Services DATE: October 3, 2023
PERSON REQUESTING: Jamie Ulrich, Director, Human Services
Brief description of the problem/issue: In response to the Case Management Agency (CMA) Request for
Proposal and award, known to the Board as Tyler ID# 2023-0543, HCPF offered a grant to support agencies
who have been awarded a CMA contract to assist with startup costs of the new program. The Board approved
the Department's request to submit an application for the Case Management Agency Startup Grant on August
1,22 2023, known as Tyler ID# 2023-2329. On September 26, 2023 the Department was notified of the grant
award and is requesting to enter into a Colorado HCPF ARPA Grant Agreement for award funding.
What options exist for the Board?
Approval of the Colorado HCPF ARPA Grant Agreement.
Deny approval of the Colorado HCPF ARPA Grant Agreement.
Consequences: Weld County CMA would not receive funding for startup costs.
Impacts: Weld County CMA would not have funding for startup costs and would need to look at
other options for funding.
Costs (Current Fiscal Year ! Ongoing or Subsequent Fiscal Years):
• Total Grant Award = $285,288.51.
• Funded through Colorado Department of Heath Care Policy 8 Financing (HCPF).
• Funding will be used to assist with office set up costs, construction of build outs of office space, and/or
other allowable general startup cost expenses.
Recommendation:
• Approval of the Agreement and authorize the Department to sign electronically.
Support Recommendation Schedule
Place on BOCC Mends Work Session Other/Comments:
Perry L. Buck, Pro-Tem
Mike Freeman, Chair
Scott K. James
Kevin D. Ross
Lori Seine
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Pass -Around Memorandum; October 3, 2023 — CMS TBD
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2023-3226
Friday, September 29, 2023
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COLORADO
Department of Health Care
Policy 6 Financing
CO HCPF ARPA GRANT AGREEMENT
Case Management Agencies (CMA) Start Up Grant
The Colorado Department of Health Care Policy & Financing (CO HCPF) has selected you as a grantee
for the "CMA Start Up" Project.
This form is the Grant Agreement which outlines the terms and conditions you must agree to prior to
invoicing for payment and receiving grant funds. Public Consulting Group (PCG) is acting as the "Fiscal
Agent" for this grant program, meaning PCG is disbursing the funding on behalf of CO HCPF. As a result,
the Grant Agreement is between you and PCG.
After reviewing the terms and conditions on the following pages (including the embedded links to the
Exhibits, please affirm agreement to the terms and conditions, attest that you are the authorized signer,
and complete the signature and date fields on the final page. You must sign within 10 business days of
receipt.
Once you sign, PCG will counter sign and issue an executed version of the Grant Agreement to you and
CO HCPF. The grant term begins on the Agreement Performance Beginning Date, not the date of
executor. PCG will soon send a request for your banking and W9 information, and subsequently an
invitation to a webinar on invoice submission.
If you have any questions, please contact Co&BPA@pcgus.com or 857-302-7425
Granting State Agency and Agreement Details
Grantee
Agreement Number
Granting State Agency
Fiscal Agent
Agreement Performance Beginning
Date
Project End Date
Weld County DHS-AAA
CMAStartUp23-010
Colorado Department of Health Care Policy and Financing
Public Consulting Group LLC
9/15/2023
9/30/2024
Grantee Subrecipient Determination
The Grantee is not identified as a subrecipient for this grant, and will not be required to comply with the
Subrecipient requirements in accordance with Exhibit D, Federal Provisions, §8 and §12
0Z,0,2-5 302.2(-
Agreement Authority
This grant is entered into under the American Rescue Plan Act
Agreement Purpose
The Colorado Department of Health Care Policy and Financing (HCPF) is issuing the Case Management
Agency (CMA) Start Up Grant funds for Eligible Organizations, as defined below, to support those CMAs
awarded through the Request For Proposal (RFP) solicitation process in one or more of the following
areas of focus:
1. ARPA 5.01: CMAs can use funding to support the transition and minimize disruption to services.
2. ARPA 6.08: CMAs can purchase new touch screen computing devices. These touch screen
computer devices will be used to support the new Care and Case Management (CCM) system, which
will use electronic signatures in the completion of the Colorado Single Assessment and the Person -
Centered Support Plan, with Members.
3. ARPA 6.06: CMAs can purchase or update an Electronic Health Record (EHR) system.
Agreement Amount
Agreement Maximum Amount $285,288.51
Final Invoice Submission Date 9/30/2024
Exhibits and Order of Precedence
Select links below for more information
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A, Statement of Work.
2. Exhibit B, Sample Options Letter- N/A
3. Exhibit C, Budget. Embedded below.
4. Exhibit D, Federal Provisions.
5. Exhibit E, HIPAA Business Associates Addendum, Not Applicable
In the event of a conflict or inconsistency between this Agreement and any Exhbit or attachment, such
conflict or inconsistency shall be resolved by reference to the documents in the following order of
priority:
1. Exhibit D, Federal Provisions.
2. Exhibit E, HIPAA Business Associates Addendum- Not Applicable
3. Colorado Special Provisions in 18 of the main body of this Agreement.
4. The provisions of the other sections of the main body of this Agreement
5. Exhibit A, Statement of Work.
6. Exhibit B, Sample Option Letter.
7. Exhibit C, Budget.
Exhibit C, Budget
The Grantee will be reimbursed based on invoices submitted for expenses incurred with supporting
documentation where necessary. Invoice payments will be capped at the amounts included in the
budget in Grant Application approved by CO HCPF, as included in herein Exhibit C and subject to the
limitations outlined in Exhibit A.
The Grantee will invoice at most once per month and no later than 60 days after incurring the expense
and no later than the project end date. The final invoice must be submitted no later than September 30,
2024.
Devices (6.08)
Devices Direct Cost Total $75,977 20
Devices Indirect Cost Total $7,297.40
2
Software/EHR (6.06)
Software/EHR Indirect Cost Total 0.00
Prefill
Software/EHR Direct Cost Total $0
Software/EHR Indirect Cost Total $0
Start Up (5.01)
Start Up Direct Cost Total $184,311.31
Start Up Indirect Cost Total $17,702.60
Total Direct Cost
Direct Cost Total $260,288.51
Total Indirect Cost
Indirect Cost Total $25,000.00
Total Project Costs
Total Project Costs $285,288.51
Principal Representatives
Grantee
Grantee Organization Weld County DHS-AAA
Grantee Representative First Name Kelly
Grantee Representative Last Name Morrison
Grantee Address
Grantee Street Address
Grantee City
Grantee State/Province
Grantee Postal/Zip Code
Grantee Email
315N 11th Ave
Greeley
CO
80631
kmorrison@weldgov.com
Principal Representatives Continued
Fiscal Agent:
Fiscal Representative Katie Bright
Fiscal Agent Organization Public Consulting Group LLC
Fiscal Address 148 State Street, 10th Floor
Fiscal City, State, Zip Boston, Massachusetts 02109-2589
Fiscal Email COARPA@pcgus.com
Terms and Conditions
1. PARTIES
This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement
(the "Grantee"), and the Fiscal Agent named on the Cover Page for this Agreement (the "Fiscal Agent")
acting on behalf of the Granting State Agency named on the Cover Page for this Agreement (the
"State"). Grantee and the Fiscal Agent agree to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be
expended by the Project End Date shown on the Signature and Cover Page for this Agreement. Neither
the Fiscal Agent nor the State shall not be bound by any provision of this Agreement before the
Effective Date and shall have no obligation to pay Grantee for any Work performed or expense incurred
before the Effective Date or after the Project End Date.
B. Initial Term
The Parties' respective performances under this Agreement shall commence on the Agreement
Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on the
Project End Date shown on the Cover Page for this Agreement (the "Initial Term") unless sooner
terminated or further extended in accordance with the terms of this Agreement.
C. Extension Terms — Fiscal Agent's Option
The Fiscal Agent, at its discretion and with approval by the State, shall have the option to extend the
performance under this Agreement beyond the Initial Term for a period, or for successive periods, of
one year or less at the same rates and under the same terms specified in this Agreement (each such
period an "Extension Term"). In order to exercise this option, the Fiscal Agent shall provide written
notice to the Grantee in a form substantially equivalent to Sample Option Letter attached to this
Agreement.
D. Early Termination in the Public Interest
The Fiscal Agent is entering into this Agreement on behalf of the State to serve the public interest of
the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement
ceases to further the public interest of the State, the Fiscal Agent, at the direction of the State, may
terminate this Agreement in whole or in part. A determination that this Agreement should be terminated
in the public interest shall not be equivalent to a right to terminate for convenience. This subsection
shall not apply to a termination of this Agreement for breach by Grantee, which shall be governed by
§13. A.i.
i. Method and Content
The Fiscal Agent shall notify Grantee of such termination in accordance with X15. The notice shall
specify the effective date of the termination and whether it affects all or a portion of this Agreement,
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, Grantee shall be subject to
the rights and obligations set forth in r§13.A.i.a
iii. Payments
If the Fiscal Agent terminates this Agreement in the public interest, the Fiscal Agent shall pay Grantee
an amount equal to the percentage of the total reimbursement payable under this Agreement that
corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the
Fiscal Agent, less payments previously made. Additionally, if this Agreement is less than 60%
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completed, as determined by the Fiscal Agent, the Fiscal Agent may reimburse Grantee for a portion of
actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Grantee
which are directly attributable to the uncompleted portion of Grantee's obligations, provided that the
sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder
and the State approved such payment.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by
reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. "Breach of Agreement" means the failure of a Party to perform any of its obligations in accordance
with this Agreement, 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 Grantee, or
the appointment of a receiver or similar officer for Grantee 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
Grantee is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this
Agreement, then such debarment or suspension shall constitute a breach.
C. 'Budget" means the budget for the Work described in Exhibit C.
D. "Business Day" means any day in which the State is open and conducting business, but shall not
include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-
101(1), C.R.S.
E. "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.
F. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.
G. "Effective Date" means the date on which this the last Party signs this Agreement.
H. "End of Term Extension" means the time period defined in 2.D.
I. "Exhibits" means the exhibits and attachments included with this Agreement as shown on the Cover
Page for this Agreement.
J. "Extension Term" means the time period defined in §2.C.
K. "Goods" means any movable material acquired, produced, or delivered by Grantee as set forth in this
Agreement and shall include any movable material acquired, produced, or delivered by Grantee in
connection with the Services.
L. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise
made available for payment by the Fiscal Agent under this Agreement.
M. "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.
N. "Initial Term" means the time period defined in §2.B.
O. "Member" means any individual enrolled in the Colorado Medicaid program, State General Fund
program, Colorado's CHP+ program or the Colorado Indigent Care Program, as determined by the
Department
P "Party" means the Fiscal Agent or Grantee, and "Parties" means both the Fiscal Agent and Grantee.
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. "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.
S. "PHI" means any protected health information, including, without limitation any information whether
oral or recorded in any form or medium: (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.
T. "Services" means the services to be performed by Grantee as set forth in this Agreement, and shall
include any services to be rendered by Grantee in connection with the Goods.
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, 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 Grantee which (I) is subject to disclosure pursuant to CORA; (ii) is already known to Grantee without
restrictions at the time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available
without breach of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, 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 third -parties, if any, engaged by Grantee to aid in performance of the Work.
"Subcontractor" also includes sub -grantees of grant funds.
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. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards.
BB. "Work" means the Goods delivered and Services performed pursuant to this Agreement.
CC. "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, information, and any other results of the Work. "Work Product" does not include
any material that was developed prior to the Effective Date that is used, without modification, in the
performance of the Work.
Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted
as defined in that Exhibit.
4. STATEMENT OF WORK
Grantee shall complete the Work as described in this Agreement and in accordance with the provisions
of Exhibit A. The Fiscal Agent shall have no liability to compensate Grantee for the delivery of any
goods or the performance of any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO GRANTEE
A. Maximum Amount
Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The Fiscal Agent
shall not pay Grantee any amount under this Agreement that exceeds the Agreement Maximum for each
State Fiscal Year shown on the Cover Page of this Agreement.
B. Payment Procedures
i. Invoices and Payment
a. Grantee shall initiate payment requests by invoice to the Fiscal Agent. By the 15th calendar day of
each month, Grantees must submit the previous month's invoice to the Fiscal Agent for reimbursement.
Invoices received after the 15th will be treated as inaccurate or incomplete.
b. The Fiscal Agent shall review the invoice for accuracy. Any inaccuracies will be communicated to the
grantee and resolved prior to payment. The Fiscal Agent shall pay the Grantee in the amounts and in
accordance with the schedule and other conditions set forth in Exhibit A and Exhibit C. Grantees will
receive one payment per month following invoice submission, review, and approval.
c. Payment for deliverables requiring the State's approval must be accompanied by documentation of
that approval, as indicated on the invoice form prior to the invoice being considered accurate and
complete. Deliverables requiring submission to the Fiscal Intermediary for payment must be accurate
and complete prior to payment.
d. If a Grantee submits an inaccurate or incomplete invoice, or an inaccurate or incomplete deliverable
6
necessary for invoice payment, the Fiscal Agent will communicate the inaccuracy to the Grantee and
revise prior to payment. If a Grantee disputes the Fiscal Agent's review, or if the Grantee has submitted
a late invoice, the Fiscal Agent will submit the invoice to the Department for resolution.
e. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables
provided under this Agreement.
ii, Payment Disputes
If a Grantee claims they have not received a payment that has been disbursed by the Fiscal Agent to the
bank account provided by the Grantee, the Fiscal Agent will hold a virtual meeting with the Grantee via
Teams or Zoom to review their banking information. The Fiscal Agent will present the banking
information provided by the Grantee in the meeting and confirm its accuracy. If accurate, the Fiscal
Agent will request the Grantee to share their electronic banking history for the date of the deposit and
the account in question in order to verify whether or not funds were received. If funds were not received
and the banking information is correct, the Fiscal Agent will contact Wells Fargo to escalate the
payment inquiry. If upon review of the banking information, the Grantee confirms they provided
inaccurate banking information and the funds were returned to the Fiscal Agent's bank, Wells Fargo, by
the receiving bank due to the receiving bank's failure to locate the account, the Fiscal Agent will obtain
revised banking information from Grantee and reissue payment. If the funds were not returned to Wells
Fargo by the receiving bank, it is possible that the funds were routed to the incorrect account due the
Grantee's failure to provide accurate banking information. If the funds were deposited into an incorrect
account, the Fiscal Agent will submit a request to Wells Fargo to retrieve the funds; however, the
success of funds retrieval is solely dependent upon the corporation of the recipient bank. The Fiscal
Agent will not be held responsible for funds distribution to an incorrect account due to a Grantee's
failure to provide accurate banking information, and any amounts that are unable to be retrieved will not
be paid to Grantee by the Fiscal Agent or the State. The Fiscal Agent will receive banking information
from Grantees "as is" and will rely upon its accuracy as submitted upon initiation of funds
disbursement.
If a Grantee claims they received payment for an incorrect award amount, the Fiscal Agent will hold a
virtual meeting with the Grantee via Teams or Zoom to review their grant award and payment history. If,
upon review, an error was made in payment and the Grantee received less than their correct award
amount, the Fiscal Agent will initiate payment for the additional funds due. If the Grantee received more
than their correct award amount, the Fiscal Agent will collaborate with the State to determine the
method of recoupment, whether that be direct EFT of overpayment from the Grantee back to the Fiscal
Agent, or recoupment of overpayment against a future grant award.
iii. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the current State Fiscal
Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and
continuing availability of Grant Funds in any subsequent year. If federal funds or funds from any other
non -State funds constitute all or some of the Grant Funds, the Fiscal Agent's obligation to pay Grantee
on behalf of the State shall be contingent upon such non -State funding continuing to be made available
for payment. Payments to be made pursuant to this Agreement shall be made only from Grant Funds,
and the Fiscal Agent's liability for such payments shall be limited to the amount remaining of such
Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to
fund this Agreement, the Fiscal Agent may, upon written notice, terminate this Agreement, in whole or
in part, without incurring further liability. The Fiscal Agent 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 Agreement were terminated in the public
interest as described in §2.D.
C. Close -Out
To complete close-out, Grantee shall submit to the Fiscal Agent all deliverables (including
documentation) as defined in this Agreement and Grantee's final reimbursement request or invoice.
Grantee shall close out this Award within 45 days after the Project End Date shown on the Signature
and Cover Page for this Agreement within the identified timeline. If a Grantee does not close-out their
Grant Agreement within the identified timeline, the Department may prohibit the Grantee from
participating in future grant programs.
6. GRANTEE REPRESENTATIONS
A. The Grantee represents that all information, documents, and records supplied to the Fiscal Agent or
to the State will be complete and accurate. The Fiscal Agency and the State are entitled to rely upon
the information, documents and records supplied by the Grantee and are not responsible for any errors
or omissions.
B. The Grantee represents that it is registered to do business in the State of Colorado and that it is not
presently debarred, proposed for debarment, declared ineligible, or suspended under the Colorado
Procurement Code, or excluded from receiving federal funds as shown in the federal System for Award
Management or any successor system.
C. The Grantee shall notify the Fiscal Agent immediately if for any reason the representations in this
Section 6 are no longer true. Upon such notification, the Fiscal Agent, at the direction of the State, shall
have the right to terminate this Agreement immediately, without notice. or institute any other remedy in
this Agreement as of the date that the representation becomes untrue.
7. REPORTING - NOTIFICATION
A. Litigation Reporting
If Grantee 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 Agreement
or may affect Grantee's ability to perform its obligations under this Agreement, Grantee shall, within ten
days after being served, notify the Fiscal Agent of such action and deliver copies of such pleading or
document to the Fiscal Agent's Principal Representative identified on the Cover Page for this
Agreement.
8. GRANTEE RECORDS
A. Maintenance
Grantee shall make, keep, maintain, and allow inspection and monitoring by the Fiscal Agent and the
State of a complete file of all records, documents, communications, notes and other written materials,
electronic media files, and communications, pertaining in any manner to the Work or the delivery of
Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall
maintain such records for a period (the "Record Retention Period") of three years following the date of
submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually,
from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim,
or audit related to this Award starts before expiration of the Record Retention Period, the Record
Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final'
action taken by the State. The State a cognizant agency for audit, oversight or indirect costs, and the
Fiscal Agent, may notify Grantee in writing that the Record Retention Period shall be extended. For
records for real property and equipment, the Record Retention Period shall extend three years following
final disposition of such property.
B. Inspection
Grantee shall permit the Fiscal Agent, the State, the federal government, and any other duly authorized
agent of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Grantee
Records during the Record Retention Period. Grantee shall make Grantee Records available during
normal business hours at Grantee'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 Fiscal Agent will monitor Grantee's performance of its obligations under this Agreement using
procedures as determined by the Fiscal Agent. The State, federal government, and any other duly
authorized agent of a governmental agency, in its discretion, may monitor Grantee's performance of its
obligations under this Agreement using procedures as determined by that governmental entity. The
Fiscal Agent shall have the right, in its sole discretion, to change its monitoring procedures and
requirements at any time during the term of this Agreement. The Fiscal Agent shall monitor Grantee's
performance in a manner that does not unduly interfere with Grantee's performance of the Work.
D. Final Audit Report
Grantee shall promptly submit to the Fiscal Agent a copy of any final audit report of an audit performed
on Grantee's records that relates to or affects this Agreement or the Work, whether the audit is
conducted by Grantee or a third party.
9. CONFIDENTIAL INFORMATION -STATE RECORDS
A. Confidentiality
Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records,
unless those State Records are publicly available. Grantee 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 Agreement, permitted by law or approved in writing by the
State. Grantee 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 Grantee or any of its Subcontractors will or may receive the
following types of data, Grantee 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 Agreement 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
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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 Agreement, if applicable. Grantee
shall immediately forward any request or demand for State Records to the State's Principal
Representative.
B. Other Entity Access and Nondisclosure Agreements
Grantee 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
Agreement. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign
agreements containing nondisclosure provisions at least as protective as those in this Agreement, and
that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor
has access to any State Confidential Information. Grantee shall provide copies of those signed
nondisclosure provisions to the State upon execution of the nondisclosure provisions.
C. Use, Security, and Retention
Grantee shall use, hold and maintain State Confidential Information in compliance with any and all
applicable laws and regulations in facilities located within the United States, and shall maintain a
secure environment that ensures confidentiality of all State Confidential Information wherever located.
Grantee shall provide the State with access, subject to Grantee's reasonable security requirements, for
purposes of inspecting and monitoring access and use of State Confidential Information and evaluating
security control effectiveness. Upon the expiration or termination of this Agreement, Grantee shall
return State Records provided to Grantee or destroy such State Records and certify to the State that it
has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or
destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and
cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Grantee becomes aware of any Incident, it shall notify the Fiscal Agent immediately and cooperate
with the Fiscal Agent and the State regarding recovery, remediation, and the necessity to involve law
enforcement, as determined by the Fiscal Agent and the State. Unless Grantee can establish that none
of Grantee or any of its agents, employees, assigns or Subcontractors are the cause or source of the
Incident, Grantee shall be responsible for the cost of notifying each person who may have been
impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a
similar type of Incident in the future as directed by the Fiscal Agent and 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 Fiscal Agent and the State may adjust or direct modifications to
this plan, in its sole discretion and Grantee shall make all modifications as directed by the Fiscal Agent
and the State. If Grantee cannot produce its analysis and plan within the allotted time, the Fiscal Agent
and the State, in their sole discretion, may perform such analysis and produce a remediation plan, and
Grantee shall reimburse the Fiscal Agent and the State for the reasonable costs thereof.
E. Safeguarding PII
If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall
provide for the security of such PII, in a manner and form acceptable to the Fiscal Agent and 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. Grantee 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.
10. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Grantee 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 Grantee under this Agreement. Such a conflict of
interest would arise when a Grantee 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 this Agreement.
B. Apparent Conflicts of Interest
Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict of
interest shall be harmful to the Fiscal Agent's and the State's interests. Absent the Fiscal Agent's prior
written approval, Grantee shall refrain from any practices, activities or relationships that reasonably
appear to be in conflict with the full performance of Grantee's obligations under this Agreement.
C. Disclosure to the Fiscal Agent
If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the
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appearance of a conflict has arisen, Grantee shall submit to the Fiscal Agent a disclosure statement
setting forth the relevant details for the Fiscal Agent's consideration. Failure to promptly submit a
disclosure statement or to follow the Fiscal Agent's direction in regard to the actual or apparent
conflict constitutes a breach of this Agreement.
11. INSURANCE
Grantee 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 Agreement. All insurance
policies required by this Agreement that are not provided through self-insurance shall be issued by
insurance companies as approved by the Fiscal Agent.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability insurance
covering all Grantee 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. Additional Insured
The Fiscal Agent and 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 Grantee and Subcontractors.
D. Primacy of Coverage
Coverage required of Grantee and each Subcontractor shall be primary and noncontributory over any
insurance or self-insurance program carried by Grantee, the Fiscal Agent, or the State.
E. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or non -renewal,
except for cancellation based on non-payment of premiums, without at least 30 days prior notice to
Grantee and Grantee shall forward such notice to the Fiscal Agent in accordance with §15 within seven
days of Grantee's receipt of such notice.
F. Subrogation Waiver
All commercial insurance policies secured or maintained by Grantee or its Subcontractors in relation
to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under
subrogation or otherwise against Grantee, Fiscal Agent, or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
G. Public Entities
If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §§24-10-
101, et seq., C.R.S. (the "GIA"), Grantee shall maintain, in lieu of the liability insurance requirements
stated above, at all times during the term of this Agreement 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, Grantee shall ensure that the Subcontractor maintain at all
times during the terms of this Grantee, 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.
H. Certificates
For each commercial insurance plan provided by Grantee under this Agreement, Grantee shall provide
to the Fiscal Agent certificates evidencing Grantee's insurance coverage required in this Agreement
within seven Business Days following the Effective Date. Grantee shall provide to the Fiscal Agent
certificates evidencing Subcontractor insurance coverage required under this Agreement within seven
Business Days following the Effective Date, except that, if Grantee's subcontract is not in effect as of
the Effective Date, Grantee shall provide to the Fiscal Agent certificates showing Subcontractor
insurance coverage required under this Agreement within seven Business Days following Grantee's
execution of the subcontract. No later than 15 days before the expiration date of Grantee's or any
Subcontractor's coverage, Grantee shall deliver to the Fiscal Agent certificates of insurance evidencing
renewals of coverage. At any other time during the term of this Agreement, upon request by the Fiscal
Agent, Grantee shall, within seven Business Days following the request by the Fiscal Agent, supply to
the Fiscal Agent evidence satisfactory to the Fiscal Agent of compliance with the provisions of this
section.
12. BREACH OF AGREEMENT
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In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach of
Agreement to the other Party. If the notified Party does not cure the breach, at its sole expense, within
30 days after the delivery of written notice, the Party may exercise any of the remedies as described in
§13 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its
discretion, need not provide notice or a cure period and may immediately terminate this Agreement in
whole or in part or institute any other remedy in this Agreement in order to protect the public interest of
the State; or if Grantee is debarred or suspended under §24-109-105, C.R.S., the Fiscal Agent, in its
discretion, need not provide notice or cure period and may terminate this Agreement in whole or in part
or institute any other remedy in this Agreement as of the date that the debarment or suspension takes
effect.
13. REMEDIES
A. Fiscal Agent's Remedies
If Grantee is in breach under any provision of this Agreement and fails to cure such breach, the Fiscal
Agent, following the notice and cure period set forth in §12, shall have all of the remedies listed in this
section in addition to all other remedies set forth in this Agreement or at law. The Fiscal Agent may
exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach
In the event of Grantee's uncured breach, the Fiscal Agent may terminate this entire Agreement or any
part of this Agreement. Grantee shall continue performance of this Agreement to the extent not
terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Grantee 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, Grantee shall complete and deliver to the Fiscal Agent all
Work not cancelled by the termination notice, and may incur obligations as necessary to do so within
this Agreement's terms. At the request of the Fiscal Agent, Grantee shall assign to the Fiscal Agent or
the State, as directed by the Fiscal Agent, all of Grantee's rights, title, and interest in and to such
terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonable and
necessary action to protect and preserve property in the possession of Grantee but in which the Fiscal
Agent or the State has an interest. At the Fiscal Agent's request, Grantee shall return materials owned
by the State in Grantee's possession at the time of any termination. Grantee shall deliver all completed
Work Product and all Work Product that was in the process of completion to the Fiscal Agent at the
Fiscal Agent's request.
b. Payments
Notwithstanding anything to the contrary, the Fiscal Agent shall only pay Grantee for accepted Work
received as of the date of termination. If, after termination by the Fiscal Agent, the Fiscal Agent agrees
that Grantee was not in breach or that Grantee'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 Agreement had been terminated in the public interest under §2.0.
c. Damages and Withholding
Notwithstanding any other remedial action by the Fiscal Agent, Grantee shall remain liable to the Fiscal
Agent and the State for any damages sustained by the Fiscal Agent or the State in connection with any
breach by Grantee, and the Fiscal Agent may withhold payment to Grantee for the purpose of mitigating
the Fiscal Agent and the State's damages until such time as the exact amount of damages due to the
Fiscal Agent and the State from Grantee is determined. The Fiscal Agent may withhold any amount that
may be due Grantee as the Fiscal Agent deems necessary to protect the Fiscal Agent and the State
against loss including, without limitation, loss as a result of outstanding liens and excess costs
incurred by the Fiscal Agent or the State in procuring from third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The Fiscal Agent, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
Suspend Grantee's performance with respect to all or any portion of the Work pending corrective action
as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in
the performance schedule. Grantee shall promptly cease performing Work and incurring costs in
accordance with the Fiscal Agent's directive, and neither the Fiscal Agent nor the State shall not be
liable for costs incurred by Grantee after the suspension of performance.
b. Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Grantee's actions or inactions, cannot be
performed or if they were performed are reasonably of no value to the Fiscal Agent or the State;
provided, that any denial of payment shall be equal to the value of the obligations not performed.
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d. Removal
Demand immediate removal of any of Grantee's employees, agents, or Subcontractors from the Work
whom the Fiscal Agent deems incompetent, careless, insubordinate, unsuitable, or otherwise
unacceptable or whose continued relation to this Agreement is deemed by the Fiscal Agent to be
contrary to the public interest or the State's best interest.
e. Intellectual Property
If any Work infringes, or if the Fiscal Agent in its sole discretion determines that any Work is likely to
infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as
approved by the Fiscal Agent (i) secure that right to use such Work for the State and Grantee; (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 Fiscal Agent.
B. Grantee's Remedies
If the Fiscal Agent is in breach of any provision of this Agreement and does not cure such breach,
Grantee, following the notice and cure period in §12 and the dispute resolution process in §14 shall
have all remedies available at law and equity.
14. DISPUTE RESOLUTION
A. State Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this
Agreement which cannot be resolved by the designated Agreement representatives shall be referred in
writing to a staff member designated by the State for resolution.
15. NOTICES AND REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be
the principal representative of the designating Party. All notices required or permitted to be given under
this Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by
certified or registered mail to such Party's principal representative at the address set forth below or (C)
as an email with read receipt requested to the principal representative at the email address, if any, set
forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the
email is undeliverable, then, unless the Party has been provided with an alternate email contact, the
Party delivering the notice shall deliver the notice by hand with receipt required or by certified or
registered mail to such Party's principal representative at the address set forth on the Cover Page for
this Agreement. Either Party may change its principal representative or principal representative contact
information, or may designate specific other individuals to receive certain types of notices in addition
to or in lieu of a principal representative, by notice submitted in accordance with this section without a
formal amendment to this Agreement. Unless otherwise provided in this Agreement, 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, Grantee 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 Grantee cannot make any of the assignments required by this section, Grantee hereby
grants to the State a perpetual, irrevocable, royalty -free license to use, modify, copy, publish, display,
perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based
upon, derived from, or incorporating the Work Product by all means and methods and in any format now
known or invented in the future. The State may assign and license its rights under this license.
ii. Patents
In addition, Grantee 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 Grantee 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 Grantee is under contract with the State at the time, Grantee 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. The Parties intend the Work Product to be works made for hire. Grantee
assigns to the State and its successors and assigns, the entire right, title, and interest in and to all
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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 Agreement, any pre-existing State Records,
or State software, research, reports, studies, photographs, negatives or other documents, drawings,
models, materials, data and information shall be the exclusive property of the State (collectively, "State
Materials"). Grantee shall not use, willingly allow, cause or permit Work Product or State Materials to
be used for any purpose other than the performance of Grantee's obligations in this Agreement without
the prior written consent of the State.
C. Exclusive Property of Fiscal Agent
Except to the extent specifically provided elsewhere in this Agreement, any pre-existing Fiscal Agent
software, research, reports, studies, photographs, negatives or other documents, drawings, models,
materials, data and information shall be the exclusive property of the Fiscal Agent (collectively, "Fiscal
Agent Materials"). Grantee shall not use, willingly allow, cause or permit Fiscal Agent Materials to be
used for any purpose other than the performance of Grantee's obligations in this Ageement without the
prior written consent of the Fiscal Agent. Upon termination of this Agreement for any reason, Grantee
shall provide all Work Product and State Materials to the Fiscal Agent in a form and manner as directed
by the Fiscal Agent.
D. Exclusive Property of Grantee
Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or
licensed to Grantee 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
Grantee under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable
(collectively, "Grantee Property"). Grantee Property shall be licensed to the State as set forth in this
Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (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. GENERAL PROVISIONS
A. Assignment
Grantee's rights and obligations under this Agreement are personal and may not be transferred or
assigned without the prior, written consent of the Fiscal Agent. Any attempt at assignment or transfer
without such consent shall be void. Any assignment or transfer of Grantee's rights and obligations
approved by the Fiscal Agent shall be subject to the provisions of this Agreement.
B. Subcontracts
Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this
Agreement without the prior, written approval of the State. Grantee shall submit to the State a copy of
each such subgrant or subcontract upon request by the State. All subgrants and subcontracts entered
into by Grantee in connection with this Agreement 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 Agreement. If the entity with whom Grantee enters into a
subcontract or subgrant would also be considered a Subrecipient, then the subcontract or subgrant
entered into by Grantee shall also contain provisions permitting both Grantee and the State to perform
all monitoring of that Subcontractor in accordance with the Uniform Guidance.
C. Binding Effect
Except as otherwise provided in §17.A, all provisions of this Agreement, including the benefits and
burdens, shall extend to and be binding upon the Parties' respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and
the performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall not be
used to interpret, define, or limit its provisions. All references in this Agreement 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 Agreement 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 Agreement 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
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merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this
Agreement shall not have any force or effect whatsoever, unless embodied herein.
H. Digital Signatures
If any signatory signs this agreement using a digital signature, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be
effective if agreed to in a formal amendment to this Agreement signed by all Parties.
J. Statutes, Regulations, Fiscal Rules, and Other Authority
Any reference in this Agreement 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 Agreement.
K. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect,
provided that the Parties can continue to perform their obligations under this Agreement in accordance
with the intent of this Agreement.
L. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or expiration
of this Agreement shall survive the termination or expiration of this Agreement and shall be
enforceable by the other Party.
M. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32)
(Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local
government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption
Identification Number 98-02565). The Fiscal Agent shall not be liable for the payment of any excise,
sales, or use taxes, regardless of whetliei any pulitical subdivision of the state imposes such taxes on
Grantee. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or
use taxes that Grantee may wish to have in place in connection with this Agreement.
N. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in § 17.A and the State, this
Agreement does not and is not intended to confer any rights or remedies upon any person or entity
other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are
reserved solely to the Parties and the State. Any services or benefits which third parties, other than the
State, receive as a result of this Agreement are incidental to this Agreement, and do not create any
rights for such third parties.
O. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether
explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise
of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege.
P Standard and Manner of Performance
Grantee shall perform its obligations under this Agreement in accordance with the highest standards of
care, skill and diligence in Grantee's industry, trade, or profession.
Q. Licenses, Permits, and Other Authorizations
Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this
Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to
perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
Subcontractor, all license, certifications, permits and other authorizations required to perform their
obligations in relation to this Agreement.
R. Indemnification
i. General Indemnification
Grantee shall indemnify, save, and hold harmless the Fiscal Agent and the State, including their
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 Grantee, or its
employees, agents, Subcontractors, or assignees in connection with this Agreement, including those
related to the disclosure or use of confidential information in violation of §9 or that any Work infringes
a patent, copyright, trademark, trade secret, or any other intellectual property right.
S. Compliance with State and Federal Law, Regulations, and Executive Orders
Grantee shall comply with all State and Federal law, regulations, executive orders, State and Federal
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Awarding Agency policies, procedures, directives, and reporting requirements at all times during the
term of this Grant.
T. Accessibility
Grantee shall comply with and adhere to Section 508 of the U.S. Rehabilitation Act of 1973, as
amended, and §§24-85-101, et seq., C.R.S. Grantee shall 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
and available at https://www.w3.org/TR/WCAG21/.
18. STATE SPECIAL PROVISIONS
A. 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 Agreement 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.
B. INDEPENDENT CONTRACTOR
Grantee shall perform its duties hereunder as an independent contractor and not as an employee.
Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of
the Fiscal Agent or the State. Grantee shall not have authorization, express or implied, to bind the
Fiscal Agent or the State to any agreement, liability or understanding, except as expressly set forth
herein. Grantee and its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the Fiscal Agent or the State and neither the Fiscal Agent or the State
shall pay for or otherwise provide such coverage for Grantee or any of its agents or employees.
Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes
incurred pursuant to this Agreement. Grantee 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.
C. COMPLIANCE WITH LAW
Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or
hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
D. 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 Agreement. Any provision included or incorporated herein by
reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or
actions related to this Agreement shall be filed and proceedings held in the State of Colorado and
exclusive venue shall be in the City and County of Denver.
E. SOFTWARE PIRACY PROHIBITION
State or other public funds payable under this Agreement shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or applicable
licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and
any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent
such improper use of public funds. If the Fiscal Agent or the State determines that Grantee is in
violation of this provision, the State may exercise any remedy available at law or in equity or under this
Agreement, including, without limitation, immediate termination of this Agreement and any remedy
consistent with federal copyright laws or applicable licensing restrictions.
F. 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 Agreement. Grantee has no interest and
shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
performance of Grantee's services and Grantee shall not employ any person having such known
interests.
G. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
Subject to §24-30-202.4(3.5), C.R.S., the Fiscal Agent or 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
15
Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial
action. The Fiscal Agent and the State may also recover, at the Fiscal Agent's and the State's discretion,
payments made to Grantee in error for any reason, including, but not limited to, overpayments or
improper payments, and unexpended or excess funds received by Grantee by deduction from
subsequent payments under this Agreement, deduction from any payment due under any other
contracts, grants or agreements between the State and Grantee, or by any other appropriate method for
collecting debts owed to the State.
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement
represents and warrants that the
signer is duly authorized to execute
this Agreement and to bind the Party
authorizing such signature
Grantee -Only
Agree
Grantee Representative First Name Kelly
Grantee Representative Last Name Morrison
Grantee Signature
Grantee Signature Date Friday, September 29, 2023
Fiscal Agent Only
Fiscal Agent
Fiscal Agent Signature
Fiscal Signature Date
ATTEST: doff
BY:
Clerk to the Board
Katie Bright
Monday, October 2, 2023
Qao D.. -tom
eputy Clerk to the Board
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ike Freeman, Chair
OCT 3 0 2023
oOoti- .2..746
Contract Form
Entity Information
Entity Name * Entity ID*
DEPARTMENT OF HEALTH CARE @00023890
POLICIES & FINANCIAL
Contract Name *
DEPARTMENT OF HEALTH CARE POLICY & FINANCING
(CMA START UP GRANT AGREEMENT)
Contract Status
CTB REVIEW
O New Entity?
Contract ID
7517
Contract Lead *
WLUNA
Contract Lead Email
wluna@weldgov.com;cob
bxxlk@weldgov.com
Parent Contract ID
20232329
Requires Board Approval
YES
Department Project #
Contract Description *
DEPARTMENT OF HEALTH CARE POLICY & FINANCING CASE MANAGEMENT AGENCY START UP GRANT
AGREEMENT. PERIOD OF PERFORMANCE: SEPTEMBER 1 5, 2023 THROUGH SEPTEMBER 30, 2024.
Contract Description 2
PA ROUTING THROUGH NORMAL PROCESS. ETA TO CTB 10/ 19/2023.
Contract Type *
GRANT
Amount*
$285,288.51
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
DGOV.COM
Requested BOCC Agenda
Date *
11/01/2023
Due Date
10/28/2023
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*
07/30/2024
Committed Delivery Date
Renewal Date
Expiration Date*
09/30/2024
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
10/12/2023 10/12/2023 10/12/2023
Final Approval
BOCC Approved Tyler Ref #
AG 103023
BOCC Signed Date Originator
10/18/2023 WLUNA
BOCC Agenda Date
10/30/2023
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