HomeMy WebLinkAbout20233262.tiff RESOLUTION
RE: APPROVE AMERICAN RESCUE PLAN ACT(ARPA) GRANT AGREEMENT FOR
CASE MANAGEMENT AGENCIES(CMA)RETENTION SIGN-ON BONUS PROJECT
PHASE THREE (3), AND AUTHORIZE CHAIR AND DEPARTMENT OF HUMAN
SERVICES TO SIGN AND SUBMIT ELECTRONICALLY
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)Retention Sign-On Bonus Project
Phase Three(3)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 October 15,2023,and
ending August 31,2024,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)Retention Sign-On Bonus Project Phase Three(3)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 and electronically submit said agreement,effective
October 16,2023.
BE IT FURTHER RESOLVED by the Board that the Chair be,and hereby is,authorized
to sign said agreement.
-:H SD,ACT(GP/co) 2023-3262
a/O1023 HR0095
AMERICAN RESCUE PLAN ACT(ARPA)GRANT AGREEMENT FOR CASE MANAGEMENT
AGENCIES(CMA)RETENTION SIGN-ON BONUS PROJECT PHASE THREE(3)
PAGE 2
The above and foregoing Resolution was,on motion duly made and seconded,adopted
by the following vote on the 1st day of November,A.D.,2023,nunc pro tunc October 15,2023.
BOARD OF COUNTY COMMISSIONERS
WELD(( COUNTY,COLORADO
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7...47"4,A) .111.9.44Mi man,Chair
Weld County Clerk to the Board L
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Qh(.O i UL r Perr L.B ,� Pro-Tem
Deputy Clerk to the Board
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APP D A • r T: �(lirtt
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Date of signature: [1 iI Z3
2023-3262
HR0095
CorAvae}-►A-1510
BOARD OF COUNTY COMMISSIONERS
PASS-AROUND REVIEW
PASS AROUND TITLE:Colorado Department of Health Care Policy&Financing(HCPF)Case Management
Retention Payment Grant Application Round#3.
DEPARTMENT: Human Services DATE: September 26,2023
PERSON REQUESTING: Jamie Ulrich,Director,Human Services
Brief description of the problem/issue:The Department is requesting to apply for the Health Care Policy&
Financing(HCPF)Case Management Retention Payment Grant Application Round#3. In direct response to
the Case Management Agency(CMA)Request for Proposal(RFP),HCPF has created a retention grant to
encourage staff to remain employed with current CMAs through the transition phase.
What options exist for the Board?
• Approval of the(HCPF)Case Management Retention Payment Grant Application.
• Deny approval of(HCPF)Case Management Retention Payment Grant Application.
Consequences:Weld County CMA employees will not receive a retention payment.
Impacts:Weld County CMA employees may desire to seek other employment options.
Costs(Current Fiscal Year/Ongoing or Subsequent Fiscal Years):
• Total Grant if awarded=Estimated$120,300.00.
• Funded through Colorado Department of Health Care Policy&Financing(HCPF).
Recommendation:
• Approval to submit an application electronically for funding for the Case Management Retention Payment
Grant and authorize the Department to sign the subsequent Agreement if awarded.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L.Buck,Pro-Tem
Mike Freeman,Chair rn P'
Scott K.James
Kevin D.Ross
Lori Saine
Pass-Around Memorandum;September 26,2023-CMS ID Not in CMS 2023-3262
Monday,October 16,2023
tit DO
Department of Health Care
HCPF
Policy&Financing
CO HCPF ARPA Grant Agreement
CMA Retention-Phase 3
The Colorado Department of Health Care Policy&Financing(CO HCPF)has selected you as a grantee
for the"CMA Retention"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 attest to the recoupment requirements,and complete the signature and date fields on the
final page. You must sign within 5 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.
If you have any questions,please contact COARPA@pcgus.com or 857-302-7425
Granting State Agency and Agreement Details
Grantee Weld County DHS-AAA
Granting State Agency Colorado Department of Health Care Policy and Financing
Agreement Number CMARetention23-097
Fiscal Agent Public Consulting Group LLC
Agreement Performance Beginning 10/15/2023
Date
Project End Date 8/31/2024
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
Agreement Authority
This grant is entered into under Section 9817 of the American Rescue Plan Act
Agreement Purpose 2023-326
It is crucial to keep the local expertise and knowledge of Colorado Case Management(CM)staff
throughout the case management redesign transition process.To facilitate this,the Department of
Health Care Policy and Financing(the Department)has created this retention payment grant to
incentivize case manager staff to remain employed with current Case Management Agencies(CMA)
throughout their companies'transition phases.The contractor will provide assistance with tracking
only eligible CMA staff are paid and grant funding pay out to approved CMAs.
Agreement Amount
Agreement Maximum Amount $151,500.00
Final Invoice Submission Date 9/15/2024
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-Not Applicable
3.Exhibit C,Budget.embedded below
4.Exhibit D,Federal Provisions.
5.Exhibit E,HIPAA Business Associates Addendum-If 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.
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 paid the Agreement Maximum Amount to be spent and potentially recouped as
outlined in Exhibit A
Principal Representatives
Grantee:
Grantee Representative First Name Kelly
Grantee Representative Last Name Morrison
Grantee Weld County DHS-AAA
Grantee Address
Grantee Street Address 315 N 11th Ave
Grantee City Greeley
Grantee State/Province CO
Grantee Postal/Zip Code 80631
Grantee Email kmorrison@weldgov.com
Principal Representatives Continued
Fiscal Agent:
Fiscal Representative Katie Bright
Fiscal Agent 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
Please scroll through to the bottom then affirm agreement by checking the box below.
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 Fund Expenditure 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§15.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§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%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."Party"means the Fiscal Agent or Grantee,and"Parties"means both the Fiscal Agent and
Grantee.
P."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.
Q."PII"means personally identifiable information including,without limitation,any information
maintained by the State about an individual that can be used to distinguish or trace an individual's
identity,such as name,social security number,date and place of birth,mother's maiden name,or
biometric records;and any other information that is linked or linkable to an individual,such as
medical,educational,financial,and employment information.PII includes,but is not limited to,all
information defined as personally identifiable information in§§24-72-501 and 24-73-101,C.R.S.
R."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.
S."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.
T."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.
U."State Fiscal Rules"means the fiscal rules promulgated by the Colorado State Controller
pursuant to§24-30-202(13)(a),C.R.S.
V."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.
W."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.
X."Subcontractor"means third-parties,if any,engaged by Grantee to aid in performance of the
Work."Subcontractor"also includes sub-grantees of grant funds.
Y."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.
Z."Uniform Guidance"means the Office of Management and Budget Uniform Administrative
Requirements,Cost Principles,and Audit Requirements for Federal Awards.
AA."Work"means the Goods delivered and Services performed pursuant to this Agreement.
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,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 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
supporting documentation)as defined in this Agreement and Grantee's final reimbursement
request or invoice.Grantee shall close out this Award within 15 days after the Project End Date
shown on the Signature and Cover Page for this Agreement.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 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 P11
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 theState,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 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
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.
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 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 Agreement 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 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 whether any political 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 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 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
Recoupment Requirements
The Grantee must complete all paperwork required by their bank as well as the bank of the Fiscal
Agent necessary to execute any recoupment by the Fiscal Agent of the Department.
Grantees who have not expended all funds as of June 30th,2024,will provide an update on their
spending projections on the quarterly report due July 15,2024.
Grantees who are at risk of having unspent funds will be required to work collaboratively with the
Fiscal Agent and their banking institution to complete any paperwork or authorizations necessary
to initiate recoupment of unspent funds.
If the Grantee does not utilize all funds by August 31,2024 or if the Grantee makes expenditures
that are not aligned with the workplan or this Grant Agreement,the Department or the Fiscal
Agent acting on behalf of the Department may recoup the unused or improperly used funding.If
necessary,the Department of Fiscal Agent may recoup the award in full.Such recoupment can
also occur for any violation of the terms of this agreement.
The Grantee attests understanding of Agree
the recoupment requirements
outlined above and agrees to
cooperate with the Fiscal Agent and
the Department to recover funds that
are unspent and/or found to be
improperly used.
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement Agree
represents and warrants that the
signer is duly authorized to execute
this Agreement and to bind the Party
authorizing such signature
Grantee Only
Grantee Representative First Name Kelly
Grantee Representative Last Name Morrison
Grantee Signature
Grantee Signature Date Monday,October 16,2023
Fiscal Agent Only
Fiscal Agent Katie Bright
Fiscal Agent Signature '
Fiscal Agent Signature Date Monday,October 16,2023
WELD COUNTY,COLORADO ATTEST: C o �D a"'4't
'� "'
3/1.4-e—.---
erk to the Boa d Mike Freeman,Chair
NOV 0 i 2323
eputy Cl a' to he:C.,�.
361 'kV
,rb
2023-3262
Contract Form
Entity Information
Entity Name* Entity ID* Q New Entity?
DEPARTMENT OF HEALTH CARE @00023890
POLICIES&FINANCIAL
Contract Name* Contract ID Parent Contract ID
DEPARTMENT OF HEALTH CARE POLICY&FINANCING 7570 20232947
(CMA RETENTION GRANT#3 AGREEMENT)
Contract Lead* Requires Board Approval
Contract Status WLUNA YES
CTB REVIEW
Contract Lead Email Department Project#
wluna@weldgov.com;cob
bxxlk@weldgov.com
Contract Description*
DEPARTMENT OF HEALTH CARE POLICY&FINANCING CASE MANAGEMENT AGENCY RETENTION GRANT#3
AGREEMENT. PERIOD OF PERFORMANCE:OCTOBER 1 5,2023 THROUGH AUGUST 31,2024.
Contract Description 2
APPROVED PA ROUTING WITH THIS AGREEMENT. ETA TO CTB 10/28/2023.
Contract Type* Department Requested BOCC Agenda Due Date
AGREEMENT HUMAN SERVICES Date* 11/04/2023
11/08/2023
Amount* Department Email
$151,500.00 CM- Will a work session with BOCC be required?*
HumanServices@weldgov. NO
Renewable*
com
NO Does Contract require Purchasing Dept.to be
Department Head Email included?
Automatic Renewal CM-HumanServices-
DeptHead@weldgov.com
Grant
County Attorney
GENERAL COUNTY
IGA ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
DGOV.COM
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note:the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date Review Date* Renewal Date
06/28/2024
Termination Notice Period Committed Delivery Date Expiration Date*
08/31/2024
Contact Information
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
10/26/2023 10/27/2023 10/27/2023
Final Approval
BOCC Approved Tyler Ref#
AG 110123
BOCC Signed Date Originator
WLUNA
BOCC Agenda Date
11/01/2023
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