HomeMy WebLinkAbout20222837.tiffRESOLUTION
RE: APPROVE CONTRACT FOR IMPROVED PAYMENTS AND CHILD SUCCESS
(IMPACS) PROGRAM GRANT, AND AUTHORIZE CHAIR 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 a Contract for the Improved Payments
and Child Success (IMPACS) Program Grant between the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County, on behalf of the Department of
Human Services, and the Colorado Department of Human Services, commencing upon full
execution of signatures, and ending June 30, 2023, with further terms and conditions being as
stated in said contract, and
WHEREAS, after review, the Board deems it advisable to approve said contract, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Contract for the Improved Payments and Child Success
(IMPACS) Program Grant between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Department of Human Services,
and the Colorado Department of Human Services, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to electronically sign and submit said contract.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 12th day of October, A.D., 2022.
BOARD OF COUNTY COMMISSIONERS
WE COUY, COLORADO
ATTEST: ddatio Jeleo;
Weld County Clerk to the Board
BY:
Deputy Clerk to the Boar
APPROVED
ounty At orney
Date of signature: lo/20/27-
cc: HSD,14CT(cP/co)
%1/3 /22
Sdott K. James, Chair
Mi an, Pro-Te
erry L. Bu
teve Moreno
Lori Saine
2022-2837
HR0094
Con cf-ID (037(0
PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
DATE: October 4, 2022
TO: Board of County Commissioners — Pass -Around
FR: Jamie Ulrich, Director, Human Services
RE: Colorado Department of Human Services Contract
for the Improved Payments and Child Success
(IMPACS) Program
Please review and indicate if you would like a work session prior to placing this item on the
Board's agenda.
Request Board Approval of the Colorado Department of Human Services Contract for the
Improved Payments and Child Success (IMPACS) Program. Since 2020, the Department has
participated in the IMPACS Program to assist eligible parents who are paying child support in
overcoming barriers to employment. Through supportive services and individualized case management,
the goal of the program is to increase the number of child -support payments received, improve
employment outcomes, and improve parent -child relationships. The budget for the new program year is
$56,655.20. The term of the contract will be date of execution through June 30, 2023.
I do not recommend a Work Session. I recommend approval of this Contract and authorize the Chair to
sign electronically via DocuSign.
Approve
Recommendation
Perry L. Buck
Mike Freeman, Pro-Tem
Scott K. James, Chair
Steve Moreno
Lori Saine
Schedule
Work Session Other/Comments:
IUD nuovomvie-
Pass-Around Memorandum; October 4, 2022 — CMS ID 6376
Paee t
2022-2837
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COLORADO
Financial Santee*
STATE OF COLORADO
DEPARTMENT OF HUMAN SERVICES CONTRACT
SIGNATURE AND COVER PAGES
CMS #: 23 IHGA 178785
eClearance#: 2217021
State Agency
Colorado Department of Human Services
Office of Economic Security
Division of Child Support Services
Contractor
Weld County Government
Employment Services of Weld County
Contractor's State of Incorporation: Colorado
Contract Maximum Amount
Initial Term
State Fiscal Year 2023 $56,655.20
Extension Terms
Maximum Amount for All Fiscal Years $56,655.20
Contract Performance Beginning Date
The later of the Effective Date or September 30, 2022
Initial Contract Expiration Date
June 30, 2023
Except as stated in §2.D, the total duration of this
Contract, including the exercise of any options to
extend, shall not exceed 2 Years from its Performance
Beginning Date.
Pricing/Funding
Price Structure: Cost Reimbursement
Contractor shall invoice: Monthly
Fund Source: IMPACS Grant
Options
The State shall have the following options if indicated with
"Yes," as further described in §2.C and §5.B.v:
Option to Extend Term per §2.C: Yes
Option to Increase or Decrease Maximum Amount per
§5.B.v: Yes
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Financial Services
Insurance
Miscellaneous
Contractor shall maintain the following insurance if
Authority to enter into this Contract exists in: C.R.S. § 26 -
indicated with "Yes," as further described in §10:
1-111.
Law -Specified Vendor Statute (if any): N/A
Worker's Compensation: Yes
Procurement Method: Exempt
General Liability: Yes
Solicitation Number (if any): N/A
Automobile Liability: No
Protected Information: Yes
Professional Liability Insurance: No
Cyber/Net. Security -Privacy Liability Insurance: No
Crime Insurance: No
State Representative
Contractor Representative
Sabrina Montoya, Program Innovation Unit Manager
Karina Amaya, Adult and Youth Employment and
1575 Sherman Street, 5th Floor
Training Manager
Denver, CO 80203
315 N 1 lth Avenue, Building B
(719) 437 - 5316
Greeley, CO 80631
sabrina.montoya@state.co.us
(970)400-6763
kamaya@weldgov.com
Exhibits
The following Exhibits are attached and incorporated into this Contract:
Exhibit A - Statement of Work
Exhibit B - Budget
Exhibit C - HIPAA Business Associate Addendum
Contract Purpose
Contractor shall implement their IMPACS Program to assist eligible parents paying child support, and their families, to
overcome and minimize barriers to employment through supportive services and individualized case management to
increase the number of child -support payments received, improve employment outcomes, and improve parent -child
relationships.
Signature Page Begins On Next Page
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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COLORADO
Finandal Services
DM... /Commas and Procurement
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that he or she is duly authorized to
execute this Contract and to bind the Party authorizing his or her signature.
CONTRACTOR
Weld County Government
Board of County Commissioners
DoeuSigned by:
L. k hail,
FF0373746BFB42E...
STATE OF COLORADO
Jared S. Polis, Governor
Department of Human Services
Michelle Barnes, Executive Director
DocuSigned by:
FIL.v.i.,P.414.
By: Scott K. James, Board Chair
Date: 10/14/2022
C1.,t1D'ofC1
By: Barry Par us
Deputy Director - OES
Date: 10/14/2022
2nd State or Contractor Signature if Needed
LEGAL REVIEW
Philip J. Weiser, Attorney General
By:
By: Name & Title of Person Signing for Signatory
Date:
Assistant Attorney General
Date:
In accordance with §24-30-202 C.R.S., this Contract is not valid until signed and dated below by the State Controller or
an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
DocuSiggned by.
Cr0014 Wiffis.....
By: D2A31DE8819C418_.
Andrea Eurich/Toni Williamson
10/17/2022
Effective Date:
-- Signature and Cover Pages End --
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COLORADO
Financial Services
bivl ,. of Contracts and Vrocur i
TABLE OF CONTENTS
SIGNATURE AND COVER PAGES 1
1. PARTIES 4
2. TERM AND EFFECTIVE DATE .4
3. DEFINITIONS 6
4. STATEMENT OF WORK 10
5. PAYMENTS TO CONTRACTOR 10
6. REPORTING -NOTIFICATION 12
7. CONTRACTOR RECORDS 13
8. CONFIDENTIAL INFORMATION -STATE RECORDS 14
9. CONFLICTS OF INTEREST 16
10. INSURANCE 17
11. BREACH OF CONTRACT 19
12. REMEDIES 20
13. STATE'S RIGHT OF REMOVAL .22
14. DISPUTE RESOLUTION 22
15. NOTICES AND REPRESENTATIVES 23
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION .23
17. STATEWIDE CONTRACT MANAGEMENT SYSTEM .25
18. GENERAL PROVISIONS 25
19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 30
20. DEPARTMENT OF HUMAN SERVICES PROVISIONS 33
21. SAMPLE OPTION LETTER (IF APPLICABLE) 36
1. PARTIES
This Contract is entered into by and between Contractor named on the Signature and
Cover Pages for this Contract (the "Contractor"), and the STATE OF COLORADO acting by
and through the Department of Human Services (the "State" or "CDHS"). Contractor and the
State agree to the terms and conditions in this Contract.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State shall
not be bound by any provision of this Contract before the Effective Date, and shall have no
obligation to pay Contractor for any Work performed or expense incurred before the Effective
Date or after the expiration or sooner termination of this Contract.
B. Initial Term
The Parties' respective performances under this Contract shall commence on the Contract
Performance Beginning Date shown on the Signature and Cover Pages for this Contract and shall
terminate on the Initial Contract Expiration Date shown on the Signature and Cover Pages for
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this Contract (the "Initial Term") unless sooner terminated or further extended in accordance
with the terms of this Contract.
C. Extension Terms - State's Option
If the Signature and Cover Pages for this Contract shows that the State has the Option to
Extend Term, then the State, at its discretion, shall have the option to extend the performance
under this Contract beyond the Initial Term for a period, or for successive periods, at the same
rates and under the same terms specified in the Contract (each such period an "Extension
Term"). In order to exercise this option, the State shall provide written notice to Contractor in a
form substantially equivalent to §21 "Sample Option Letter." The State may include and
incorporate a revised budget with the option letter, as long as the revised budget does not
unilaterally change rates or terms specified in the Contract. Except as stated in §2.D, the total
duration of this Contract, including the exercise of any options to extend, shall not exceed 5
years from its Performance Beginning Date, or the number of years specified on the Signature
and Cover Pages if such number is less than 5 years, absent prior approval from the Chief
Procurement Officer in accordance with the Colorado Procurement Code.
D. End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in
place, the State, at its discretion, upon written notice to Contractor as provided in §15, may
unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months (an
"End of Term Extension" or "Holdover"), regardless of whether additional Extension Terms are
available or not. Any such extension shall be under the same terms and conditions of the
operative Contract including, but not limited to, prices, rates, and service delivery requirements.
The provisions of this Contract in effect when such notice is given shall remain in effect during
the End of Term Extension. The End of Term Extension shall automatically terminate upon
execution of a replacement contract or modification extending the total term of the Contract.
E. Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of
Colorado as determined by its Governor, General Assembly, or Courts. If this Contract ceases to
further the public interest of the State, the State, in its discretion, may terminate this Contract in
whole or in part. A determination that this Contract should be terminated in the public interest
shall not be equivalent to a State right to terminate for convenience. This subsection shall not
apply to a termination of this Contract by the State for Breach of Contract by Contractor, which
shall be governed by §12.A.i.
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i. Method and Content
The State shall notify Contractor of such termination in accordance with §15. The notice
shall specify the effective date of the termination and whether it affects all or a portion of this
Contract, and shall include, to the extent practicable, the public interest justification for the
termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Contractor
shall be subject to the rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Contract in the public interest, the State shall pay Contractor
an amount equal to the percentage of the total reimbursement payable under this Contract that
corresponds to the percentage of Work satisfactorily completed and accepted, as determined by
the State, less payments previously made. Additionally, if this Contract is less than 60%
completed, as determined by the State, the State may reimburse Contractor for a portion of actual
out-of-pocket expenses, not otherwise reimbursed under this Contract, incurred by Contractor
which are directly attributable to the uncompleted portion of Contractor's obligations, provided
that the sum of any and all reimbursement shall not exceed the maximum amount payable to
Contractor hereunder.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Breach of Contract" means the failure of a Party to perform any of its obligations
in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The
institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or
against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its
property, which is not vacated or fully stayed within 30 days after the institution of such
proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-
105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall
constitute a breach.
B. "Business Day" means any day in which the State is open and conducting
business, but shall not include Saturday, Sunday or any day on which the State observes one of
the holidays as listed in §24-11-101(1) C.R.S.
C. "Chief Procurement Officer" means the individual to whom the Executive
Director has delegated his or her authority pursuant to §24-102-202, C.R.S. to procure or
supervise the procurement of all supplies and services needed by the state.
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D. "CJI" means criminal justice information collected by criminal justice agencies
needed for the performance of their authorized functions, including, without limitation, all
information defined as criminal justice information by the U.S. Department of Justice, Federal
Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended and
all Criminal Justice Records as defined under 24-72-302 C.R.S.
E. "Contract" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto. For purposes of clarification and the removal of any doubt, subject to any
future modifications thereto, the Signature and Cover Pages and Sections 1 through 21, as
identified in the Table of Contents herein above, shall constitute the "main body" of this Contract
exclusively.
F. "Contract Funds" means the funds that have been appropriated, designated,
encumbered, or otherwise made available for payment by the State under this Contract.
G. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S.
H. "Deliverable" means the outcome to be achieved or output to be provided, in the
form of a tangible object or software that is produced as a result of Contractor's Work that is
intended to be delivered to the State by the Contractor.
I. "Effective Date" means the date on which this Contract is approved and signed by
the Colorado State Controller or designee, as shown on the Signature Page for this Contract. If
this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6),
then Effective Date of this Contract shall be the later of the date on which this Contract is
approved and signed by the State's Chief Information Officer or authorized delegate or the date
on which this Contract is approved and signed by the State Controller or authorized delegate, as
shown on the Signature and Cover Page for this Contract.
J. "End of Term Extension" means the time period defined in §2.D.
K. "Exhibits" means the exhibits and attachments included with this Contract as
shown on the Signature and Cover Pages for this Contract..
L. "Extension Term" means the time period defined in §2.C.
M. "Goods" means any movable material acquired, produced, or delivered by
Contractor as set forth in this Contract and shall include any movable material acquired,
produced, or delivered by Contractor in connection with the Services.
N. "Incident" means any accidental or deliberate event that results in or constitutes
an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or
destruction of any communications or information resources of the State, which are included as
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Financial Services
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6ivKtai of ConErects and Procurement
part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without
limitation, (i) successful attempts to gain unauthorized access to a State system or State Records
regardless of where such information is located; (ii) unwanted disruption or denial of service;
(iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes
to State system hardware, firmware, or software characteristics without the State's knowledge,
instruction, or consent.
O. "Initial Term" means the time period defined in §2.B.
P. "Party" means the State or Contractor, and "Parties" means both the State and
Contractor.
Q. "PCI" means payment card information including any data related to credit card
holders' names, credit card numbers, or other credit card information as may be protected by
state or federal law.
R. "PHI" means any individually identifiable health information, transmitted or
maintained in electronic or any form or medium, including but not limited to demographic
information„ (i) that relates to the past, present or future physical or mental condition of an
individual; the provision of health care to an individual; or the past, present or future payment for
the provision of health care to an individual; and (ii) that identifies the individual or with respect
to which there is a reasonable basis to believe the information can be used to identify the
individual. PHI includes, but is not limited to, any information defined as Individually
Identifiable Health Information by the federal Health Insurance Portability and Accountability
Act.
S.. "PII" means personally identifiable information including, without limitation, any
information maintained by the State about an individual that can be used to distinguish or trace
an individual's identity, such as name, social security number, date and place of birth, mother's
maiden name, or biometric records; and any other information that is linked or linkable to an
individual, such as medical, educational, financial, and employment information. PII includes,
but is not limited to, all information defined as personally identifiable information in §24-72-501
and 24-73-101, C.R.S. "PII" shall also mean "personal identifying information" as set forth in §
24-72-102, et. Seq., C.R.S.
T. "Services" means the services to be performed by Contractor as set forth in this
Contract, and shall include any services to be rendered by Contractor in connection with the
Goods.
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,
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Financial Services
GivIs1M o[ twitrac[s arW Procurement
PHI, PCI, Tax Information, CJI, Educational Records, Substance Use Disorder Information, and
State personnel records not subject to disclosure under CORA. State Confidential Information
shall not include information or data concerning individuals that is not deemed confidential but
nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the
State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to
Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently
becomes publicly available without breach of any obligation owed by Contractor to the State;
(iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the
right to disclose such information; or (v) was independently developed without reliance on any
State Confidential Information.
V. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State
Controller pursuant to §24-30-202(13)(a), C.R.S.
W. "State Fiscal Year" means a 12 month period beginning on July 1 of each
calendar year and ending on June 30 of the following calendar year. If a single calendar year
follows the term, then it means the State Fiscal Year ending in that calendar year.
X. "State Records" means any and all State data, information, and records,
regardless of physical form, including, but not limited to, information subject to disclosure under
CORA.
Y. "Subcontractor" means any third -parties engaged by Contractor to aid in
performance of the Work.
Z. "Tax Information" means federal and State of Colorado tax information
including, without limitation, federal and State tax returns, return information, and such other
tax -related information as may be protected by federal and State law and regulation. Tax
Information includes, but is not limited to all information defined as federal tax information in
Internal Revenue Service Publication 1075.
AA. "Work" means the Goods delivered and Services performed pursuant to this
Contract.
BB. "Work Product" means the tangible and intangible results of the Work, whether
finished or unfinished, including drafts. Work Product includes, but is not limited to, documents,
text, software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product"
does not include any material that was developed prior to the Effective Date that is used, without
modification, in the performance of the Work.
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Financial Services
Any other term used in this Contract that is defined in an Exhibit shall be construed and
interpreted as defined in that Exhibit.
4. STATEMENT OF WORK
Contractor shall complete the Work as described in this Contract and in accordance with
the provisions of the Exhibits. The State shall have no liability to compensate Contractor for the
delivery of any goods or the performance of any services that are not specifically set forth in this
Contract.
5. PAYMENTS TO CONTRACTOR
A. Maximum Amount
Payments to Contractor are limited to the unpaid, obligated balance of the Contract
Funds. The State shall not pay Contractor any amount under this Contract that exceeds the
Contract Maximum for that term shown on the Signature and Cover Pages for this Contract.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Contractor in the amounts and in accordance
with the Exhibits.
b. Contractor shall initiate payment requests by invoice to the State,
in a form and manner approved by the State. Invoicing is a material component of Contract
performance and corresponding Deliverables. Invoices shall be due to the State within 45 days of
work performed by the Contractor, unless otherwise stated in the Exhibits hereto. Invoicing shall
be done accurately and per any specifications set forth in the Exhibits hereto. Time is of the
essence in this regard. If Contractor fails to timely and/or properly invoice the State, the State
may not be obligated to pay the bill resulting from said invoice. Failure to timely and/or properly
invoice the State is a material breach of this Contract which would be cause for the State to
refuse payment and/or terminate the contract on these grounds in whole or in part, at the State's
discretion.
c. The State shall pay each invoice within 45 days following the
State's receipt of that invoice, so long as the amount invoiced correctly represents Work
completed by Contractor and previously accepted by the State during the term that the invoice
covers. If the State determines that the amount of any invoice is not correct, then Contractor shall
make all changes necessary to correct that invoice.
d. The acceptance of an invoice shall not constitute acceptance of any
Work performed or deliverables provided under the Contract.
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Financial &ivied
Otos., o1 Com.. and Procurenxnt
ii. Interest
Amounts not paid by the State within 45 days of the State's acceptance of the invoice
shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month,
as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall
not accrue on unpaid amounts that the State disputes in writing. Contractor shall invoice the State
separately for accrued interest on delinquent amounts, and the invoice shall reference the
delinquent payment, the number of day's interest to be paid and the interest rate.
iii. Payment Disputes
If Contractor disputes any calculation, determination or amount of any payment,
Contractor shall notify the State in writing of its dispute within 30 days following the earlier to
occur of Contractor's receipt of the payment or notification of the determination or calculation of
the payment by the State. The State will review the information presented by Contractor and may
make changes to its determination based on this review. The calculation, determination or
payment amount that results from the State's review shall not be subject to additional dispute
under this subsection. No payment subject to a dispute under this subsection shall be due until
after the State has concluded its review, and the State shall not pay any interest on any amount
during the period it is subject to dispute under this subsection.
iv. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the current
State Fiscal Year. Payment to Contractor beyond the current State Fiscal Year is contingent on
the appropriation and continuing availability of Contract Funds in any subsequent year (as
provided in the Colorado Special Provisions). If federal funds or funds from any other non -State
funds constitute all or some of the Contract Funds the State's obligation to pay Contractor shall
be contingent upon such non -State funding continuing to be made available for payment.
Payments to be made pursuant to this Contract shall be made only from Contract Funds, and the
State's liability for such payments shall be limited to the amount remaining of such Contract
Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to
fund this Contract, the State may, upon written notice, terminate this Contract, in whole or in
part, without incurring further liability. The State shall, however, remain obligated to pay for
Services and Goods that are delivered and accepted prior to the effective date of notice of
termination, and this termination shall otherwise be treated as if this Contract were terminated in
the public interest as described in §2.E.
v. Option to Increase Maximum Amount
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If the Signature and Cover Pages for this Contract show that the State has the Option to
Increase or Decrease Maximum Amount, then the State, at its discretion, shall have the option to
increase or decrease the statewide quantity of Goods and Services based upon the rates
established in this Contract, and increase or decrease the maximum amount payable accordingly.
In order to exercise this option, the State shall provide written notice to Contractor in a form
substantially equivalent to §21 "Sample Option Letter." Delivery of Goods and performance of
Services shall continue at the same rates and terms as described in this Contract. The State may
include and incorporate a revised budget with the option letter, as long as the revised budget does
not unilaterally change rates or terms specified in the Contract.
6. REPORTING - NOTIFICATION
A. Quarterly Reports.
In addition to any reports required pursuant to §17 or pursuant to any other Exhibit, for
any contract having a term longer than three months, Contractor shall submit, on a quarterly
basis, a written report specifying progress made for each specified performance measure and
standard in this Contract. Such progress report shall be in accordance with the procedures
developed and prescribed by the State. Progress reports shall be submitted to the State at the time
or times specified by the State in this Contract, or, if no time is specified in this Contract, not
later than five Business Days following the end of each calendar quarter.
B. Litigation Reporting
If Contractor is served with a pleading or other document in connection with an action
before a court or other administrative decision making body, and such pleading or document
relates to this Contract or may affect Contractor's ability to perform its obligations under this
Contract, Contractor shall, within 5 days after being served, notify the State of such action and
deliver copies of such pleading or document to the State's principal representative identified on
the Signature and Cover Pages for this Contract.
C. Performance Outside the State of Colorado or the United States, §24-102-206
C.R.S.
To the extent not previously disclosed in accordance with §24-102-206, C.R.S.,
Contractor shall provide written notice to the State, in accordance with §15 and in a form
designated by the State, within 20 days following the earlier to occur of Contractor's decision to
perform Services outside of the State of Colorado or the United States, or its execution of an
agreement with a Subcontractor to perform, Services outside the State of Colorado or the United
States. Such notice shall specify the type of Services to be performed outside the State of
Colorado or the United States and the reason why it is necessary or advantageous to perform
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Division of Contracts and Pr000renrnr
such Services at such location or locations, and such notice shall be a public record. Knowing
failure by Contractor to provide notice to the State under this section shall constitute a Breach of
Contract. This section shall not apply if the Contract Funds include any federal funds.
7. CONTRACTOR RECORDS
A. Maintenance
Contractor shall maintain a file of all documents, records, communications, notes and
other materials relating to the Work (the "Contractor Records"). Contractor Records shall
include all documents, records, communications, notes and other materials maintained by
Contractor that relate to any Work performed by Subcontractors, and Contractor shall maintain
all records related to the Work performed by Subcontractors required to ensure proper
performance of that Work. Contractor shall maintain Contractor Records until the last to occur
of: (i) the date three years after the date this Contract expires or is terminated, (ii) final payment
under this Contract is made, (iii) the resolution of any pending Contract matters, or (iv) if an
audit is occurring, or Contractor has received notice that an audit is pending, the date such audit
is completed and its findings have been resolved (the "Record Retention Period").
B. Inspection
Contractor shall permit the State, the federal government, and any duly authorized agent
of a governmental entity, to audit, inspect, examine, excerpt, copy and transcribe Contractor
Records during the Record Retention Period. Contractor shall make Contractor Records available
during normal business hours at Contractor's office or place of business, or at other mutually
agreed upon times or locations, upon no fewer than two Business Days' notice from the State,
unless the State determines that a shorter period of notice, or no notice, is necessary to protect
the interests of the State.
C. Monitoring
The State, the federal government, and any other duly authorized agent of a governmental
agency, in its discretion, may monitor Contractor's performance of its obligations under this
Contract using procedures as determined by the State. The State shall monitor Contractor's
performance in a manner that does not unduly interfere with Contractor's performance of the
Work.
D. Final Audit Report
Contractor shall promptly submit to the State a copy of any final audit report of an audit
performed on Contractor's records that relates to or affects this Contract or the Work, whether
the audit is conducted by Contractor or a third party.
8. CONFIDENTIAL INFORMATION -STATE RECORDS
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A. Confidentiality
Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State
Records, unless those State Records are publicly available. Contractor shall not, without prior
written approval of the State, use, publish, copy, disclose to any third party, or permit the use by
any third party of any State Records, except as otherwise stated in this Contract, permitted by
law or approved in writing by the State. Contractor shall provide for the security of all State
Confidential Information in accordance with all policies promulgated by the Colorado Office of
Information Security and all applicable laws, rules, policies, publications, and guidelines. If
Contractor or any of its Subcontractors will or may receive the following types of data,
Contractor or its Subcontractors shall provide for the security of such data according to the
following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in
accordance with the Safeguarding Requirements for Federal Tax Information attached to this
Contract as an Exhibit, if applicable, (ii) the most recently updated PCI Data Security Standard
from the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the
U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information
Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and
Accountability Act for all PHI and the HIPAA Business Associate Agreement attached to this
Contract, if applicable. Contractor shall immediately forward any request or demand for State
Records to the State's Principal Representative.
B. Other Entity Access and Nondisclosure Agreements
Contractor may provide State Records to its agents, employees, assigns and
Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential
Information to those agents, employees, assigns and Subcontractors who require access to
perform their obligations under this Contract. Contractor shall ensure all such agents, employees,
assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as
protective as those in this Contract, and that the nondisclosure provisions are in force at all times
the agent, employee, assign or Subcontractor has access to any State Confidential Information.
Contractor shall provide copies of those signed nondisclosure provisions to the State upon
execution of the nondisclosure provisions if requested by the State.
C. Use, Security, and Retention
Contractor shall use, hold and maintain State Confidential Information in compliance
with any and all applicable laws and regulations only in facilities located within the United
States, and shall maintain a secure environment that ensures confidentiality of all State
Confidential Information. Contractor shall provide the State with access, subject to Contractor's
reasonable security requirements, for purposes of inspecting and monitoring access and use of
State Confidential Information and evaluating security control effectiveness. Upon the expiration
or termination of this Contract, Contractor shall return State Records provided to Contractor or
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destroy such State Records and certify to the State that it has done so, as directed by the State. If
Contractor is prevented by law or regulation from returning or destroying State Confidential
Information, Contractor warrants it will guarantee the confidentiality of, and cease to use, such
State Confidential Information.
D. Incident Notice and Remediation
If Contractor becomes aware of any Incident, Contractor shall notify the State
immediately and cooperate with the State regarding recovery, remediation, and the necessity to
involve law enforcement, as determined by the State. Unless Contractor can establish that
Contractor and its Subcontractors are not the cause or source of the Incident, Contractor shall be
responsible for the cost of notifying each person who may have been impacted by the Incident.
After an Incident, Contractor shall take steps to reduce the risk of incurring a similar type of
Incident in the future as directed by the State, which may include, but is not limited to,
developing and implementing a remediation plan that is approved by the State, at no additional
cost to the State. The State may adjust or direct modifications to this plan in its sole discretion,
and Contractor shall make all modifications as directed by the State. If Contractor cannot
produce its analysis and plan within the allotted time, the State, in its discretion, may perform
such analysis and produce a remediation plan, and Contractor shall reimburse the State for the
actual costs thereof. The State may, in its sole discretion and at Contractor's sole expense,
require Contractor to engage the services of an independent, qualified, State -approved third party
to conduct a security audit. Contractor shall provide the State with the results of such audit and
evidence of Contractor's planned remediation in response to any negative findings.
E. Data Protection and Handling
Contractor shall ensure that all State Records and Work Product in the possession of
Contractor or any Subcontractors are protected and handled in accordance with the requirements
of this Contract, including the requirements of any Exhibits hereto, at all times.
F. Safeguarding PII
IF CONTRACTOR OR ANY OF ITS SUBCONTRACTORS WILL OR MAY
RECEIVE PII UNDER THIS CONTRACT, CONTRACTOR SHALL PROVIDE FOR THE
SECURITY OF SUCH PII, IN A MANNER AND FORM ACCEPTABLE TO THE STATE,
INCLUDING, WITHOUT LIMITATION, STATE NON -DISCLOSURE REQUIREMENTS,
USE OF APPROPRIATE TECHNOLOGY, SECURITY PRACTICES, COMPUTER ACCESS
SECURITY, DATA ACCESS SECURITY, DATA STORAGE ENCRYPTION, DATA
TRANSMISSION ENCRYPTION, SECURITY INSPECTIONS, AND AUDITS.
CONTRACTOR SHALL BE A "THIRD -PARTY SERVICE PROVIDER" AS DEFINED IN
§24-73-103(1)(I), C.R.S. AND SHALL MAINTAIN SECURITY PROCEDURES AND
PRACTICES CONSISTENT WITH §§24-73-101 ET SEQ., C.R.S. IN ADDITION, AS SET
FORTH IN § 24-74-102, ET. SEQ., C.R.S., CONTRACTOR, INCLUDING, BUT NOT
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Divhion of Contracts and Procurement
LIMITED TO, CONTRACTOR'S EMPLOYEES, AGENTS AND SUBCONTRACTORS,
AGREES NOT TO SHARE ANY PII WITH ANY THIRD PARTIES FOR THE PURPOSE OF
INVESTIGATING FOR, PARTICIPATING IN, COOPERATING WITH, OR ASSISTING
WITH FEDERAL IMMIGRATION ENFORCEMENT. IF CONTRACTOR IS GIVEN DIRECT
ACCESS TO ANY STATE DATABASES CONTAINING PII, CONTRACTOR SHALL
EXECUTE, ON BEHALF OF ITSELF AND ITS EMPLOYEES, THE CERTIFICATION
DESCRIBED IN SECTION 21 BELOW ON AN ANNUAL BASIS CONTRACTOR'S DUTY
AND OBLIGATION TO CERTIFY AS SET FORTH IN SECTION 21 BELOW SHALL
CONTINUE AS LONG AS CONTRACTOR HAS DIRECT ACCESS TO ANY STATE
DATABASES CONTAINING PII. IF CONTRACTOR USES ANY SUBCONTRACTORS TO
PERFORM SERVICES REQUIRING DIRECT ACCESS TO STATE DATABASES
CONTAINING PII, THE CONTRACTOR SHALL REQUIRE SUCH SUBCONTRACTORS
TO EXECUTE AND DELIVER THE CERTIFICATION TO THE STATE ON AN ANNUAL
BASIS, SO LONG AS THE SUBCONTRACTOR HAS ACCESS TO STATE DATABASES
CONTAINING PII.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Contractor shall not engage in any business or activities, or maintain any relationships
that conflict in any way with the full performance of the obligations of Contractor under this
Contract. Such a conflict of interest would arise when a Contractor or Subcontractor's employee,
officer or agent were to offer or provide any tangible personal benefit to an employee of the
State, or any member of his or her immediate family or his or her partner, related to the award of,
entry into or management or oversight of Contract.
B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, even the appearance of a
conflict of interest shall be harmful to the State's interests. Absent the State's prior written
approval, Contractor shall refrain from any practices, activities or relationships that reasonably
appear to be in conflict with the full performance of Contractor's obligations under this Contract.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a
conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a
disclosure statement setting forth the relevant details for the State's consideration. Failure to
promptly submit a disclosure statement or to follow the State's direction in regard to the actual or
apparent conflict constitutes a breach of this Contract.
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D. Contractor acknowledges that all State employees are subject to the ethical
principles described in §24-18-105, C.R.S. Contractor further acknowledges that State
employees may be subject to the requirements of §24-18-105, C.R.S. with regard to this
Contract.
10. INSURANCE
Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and
maintain, insurance as specified in this section at all times during the term of this Contract to the
extent that such insurance policies are required as shown on the Signature and Cover Page for
this Contract. All insurance policies required by this Contract shall be issued by insurance
companies as approved by the State. These insurance requirements shall not be construed as
caps or limitations on liability.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Contractor or Subcontractor employees acting within the course and scope
of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non -owned
autos) with a minimum limit of $1,000,000 each accident combined single limit.
D. Protected Information
Liability insurance covering all civil, regulatory, and statutory damages, contractual damages,
data breach management exposure, and all loss income or extra expense as a result of actual or
alleged breach, violation or infringement of a right to privacy, consumer data protection law,
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Financial Senloes
oepxm�e.n a wwnsn seniors
Uivislm of Contracts and Pro wement
confidentiality or other legal protection for personal information as well as State Confidential
Information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
iii. Notwithstanding sections D(i) and (ii) above, if Contractor has State
Confidential Information for 10 or fewer individuals or revenues of $250,000 or less, Contractor
shall maintain limits of not less than $50,000.
iv. Notwithstanding sections D(i) and (ii) above, if Contractor has State
Confidential Information for 25 or fewer individuals or revenues of $500,000 or less, Contractor
shall maintain limits of not less than $100,000.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or
any negligent act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Cyber/Network Security and Privacy Liability
Liability insurance covering civil, regulatory, and statutory damages, contractual
damages, data breach management exposure, and any loss of income or extra expense
as a result of actual or alleged breach, violation or infringement of right to privacy,
consumer data protection law, confidentiality or other legal protection for personal
information, as well as State Confidential Information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
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Financial Seivloes
H. Additional Insured
The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed operations)
required of Contractor and Subcontractors.
I. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary and
noncontributory over any insurance or self-insurance program carried by Contractor or the State.
J. Cancellation
The above insurance policies shall include provisions preventing cancellation or non -
renewal, except for cancellation based on non-payment of premiums, without at least 30 days
prior notice to Contractor and Contractor shall forward such notice to the State in accordance
with §15 within seven days of Contractor's receipt of such notice.
K. Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in
relation to this Contract shall include clauses stating that each carrier shall waive all rights of
recovery under subrogation or otherwise against Contractor or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
L. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental
Immunity Act, §§24-10-101, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of the
liability insurance requirements stated above, at all times during the term of this Contract such
liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities
under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Contractor
shall ensure that the Subcontractor maintains at all times during the terms of this Contract, in lieu
of the liability insurance requirements stated above, such liability insurance, by commercial
policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the GIA.
M. Certificates
Contractor shall provide to the State certificates evidencing Contractor's insurance
coverage required in this Contract within seven Business Days following the Effective Date.
Contractor shall provide to the State certificates evidencing Subcontractor insurance coverage
required under this Contract within seven Business Days following the Effective Date, except
that, if Contractor's subcontract is not in effect as of the Effective Date, Contractor shall provide
to the State certificates showing Subcontractor insurance coverage required under this Contract
within seven Business Days following Contractor's execution of the subcontract. No later than
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Dlvrsiao! Canvacis arM Prxurement
15 days before the expiration date of Contractor's or any Subcontractor's coverage, Contractor
shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other
time during the term of this Contract, upon request by the State, Contractor shall, within seven
Business Days following the request by the State, supply to the State evidence satisfactory to the
State of compliance with the provisions of this section.
11. BREACH OF CONTRACT
In the event of a Breach of Contract, the aggrieved Party shall give written notice of
breach to the other Party. If the notified Party does not cure the Breach of Contract, at its sole
expense, within 30 days after the delivery of written notice, the Party may exercise any of the
remedies as described in §12 for that Party. Notwithstanding any provision of this Contract to the
contrary, the State, in its discretion, need not provide notice or a cure period and may
immediately terminate this Contract in whole or in part or institute any other remedy in the
Contract in order to protect the public interest of the State; or if Contractor is debarred or
suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure
period and may terminate this Contract in whole or in part or institute any other remedy in this
Contract as of the date that the debarment or suspension takes effect.
12. REMEDIES
A. State's Remedies
If Contractor is in breach under any provision of this Contract and fails to cure such
breach, the State, following the notice and cure period set forth in §11, shall have all of the
remedies listed in this section in addition to all other remedies set forth in this Contract or at law.
The State may exercise any or all of the remedies available to it, in its discretion, concurrently or
consecutively.
i. Termination for Breach of Contract
In the event of Contractor's uncured breach, the State may terminate this entire Contract
or any part of this Contract. Contractor shall continue performance of this Contract to the extent
not terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Contractor shall not incur further
obligations or render further performance past the effective date of such notice, and shall
terminate outstanding orders and subcontracts with third parties. However, Contractor shall
complete and deliver to the State all Work not cancelled by the termination notice, and may incur
obligations as necessary to do so within this Contract's terms. At the request of the State,
Contractor shall assign to the State all of Contractor's rights, title, and interest in and to such
terminated orders or subcontracts. Upon termination, Contractor shall take timely, reasonable
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VnKNXI 0( CQiIIMIS N1G O(tXtltPtM.tS
and necessary action to protect and preserve property in the possession of Contractor but in
which the State has an interest. At the State's request, Contractor shall return materials owned by
the State in Contractor's possession at the time of any termination. Contractor shall deliver all
completed Work Product and all Work Product that was in the process of completion to the State
at the State's request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Contractor for
accepted Work received as of the date of termination. If, after termination by the State, the State
agrees that Contractor was not in breach or that Contractor's action or inaction was excusable,
such termination shall be treated as a termination in the public interest, and the rights and
obligations of the Parties shall be as if this Contract had been terminated in the public interest
under§2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain liable to
the State for any damages sustained by the State in connection with any breach by Contractor,
and the State may withhold payment to Contractor for the purpose of mitigating the State's
damages until such time as the exact amount of damages due to the State from Contractor is
determined. The State may withhold any amount that may be due Contractor as the State deems
necessary to protect the State against loss including, without limitation, loss as a result of
outstanding liens and excess costs incurred by the State in procuring from third parties
replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
a. Suspend Performance
Suspend Contractor's performance with respect to all or any portion of the Work pending
corrective action as specified by the State without entitling Contractor to an adjustment in price
or cost or an adjustment in the performance schedule. Contractor shall promptly cease
performing Work and incurring costs in accordance with the State's directive, and the State shall
not be liable for costs incurred by Contractor after the suspension of performance.
b. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
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Financial Services
c. Deny Payment
Deny payment for Work not performed, or that due to Contractor's actions or inactions,
cannot be performed or if they were performed are reasonably of no value to the state; provided,
that any denial of payment shall be equal to the value of the obligations not performed.
d. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any Work is
likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right,
Contractor shall, as approved by the State, (i) secure that right to use such Work for the State and
Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it
becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for
such Work to the State.
B. Contractor's Remedies
If the State is in breach of any provision of this Contract and does not cure such breach,
Contractor, following the notice and cure period in §11 and the dispute resolution process in §14,
shall have all remedies available at law and equity.
13. STATE'S RIGHT OF REMOVAL
The State retains the right to demand, at any time, regardless of whether Contractor is in
breach, the immediate removal of any of Contractor's employees, agents, or subcontractors from
the work whom the State, in its sole discretion, deems incompetent, careless, insubordinate,
unsuitable, or otherwise unacceptable or whose continued relation to this Contract is deemed by
the State to be contrary to the public interest or the State's best interest.
14. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of
this Contract which cannot be resolved by the designated Contract representatives shall be
referred in writing to a senior departmental management staff member designated by the State
and a senior manager designated by Contractor for resolution.
B. Resolution of Controversies
If the initial resolution described in §14.A fails to resolve the dispute within 10 Business
Days, Contractor shall submit any alleged breach of this Contract by the State to the Procurement
Official of CDHS as described in §24-102-202(3), C.R.S. for resolution in accordance with the
provisions of §24-106-109, C.R.S., and §§24-109-101.1 through 24-109-505, C.R.S., (the
"Resolution Statutes"), except that if Contractor wishes to challenge any decision rendered by
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the Procurement Official, Contractor's challenge shall be an appeal to the Executive Director of
the Department of Personnel and Administration, or their delegate, under the Resolution Statutes
before Contractor pursues any further action as permitted by such statutes. Except as otherwise
stated in this Section, all requirements of the Resolution Statutes shall apply including, without
limitation, time limitations.
15. NOTICES AND REPRESENTATIVES
Each individual identified on the Signature and Cover Pages shall be the principal
representative of the designating Party. All notices required or permitted to be given under this
Contract shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by
certified or registered mail to such Party's principal representative at the address set forth on the
Signature and Cover Pages for this Contract or (C) as an email with read receipt requested to the
principal representative at the email address, if any, set forth on the Signature and Cover Pages
for this Contract. If a Party delivers a notice to another through email and the email is
undeliverable, then, unless the Party has been provided with an alternate email contact, the Party
delivering the notice shall deliver the notice by hand with receipt required or by certified or
registered mail to such Party's principal representative at the address set forth below. Either
Party may change its principal representative or principal representative contact information by
notice submitted in accordance with this section without a formal amendment to this Contract.
Unless otherwise provided in this Contract, notices shall be effective upon delivery of the written
notice.
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
i. Copyrights
To the extent that the Work Product (or any portion of the Work Product) would not be
considered works made for hire under applicable law, Contractor hereby assigns to the State, the
entire right, title, and interest in and to copyrights in all Work Product and all works based upon,
derived from, or incorporating the Work Product; all copyright applications, registrations,
extensions, or renewals relating to all Work Product and all works based upon, derived from, or
incorporating the Work Product; and all moral rights or similar rights with respect to the Work
Product throughout the world. To the extent that Contractor cannot make any of the assignments
required by this section, Contractor hereby grants to the State a perpetual, irrevocable, royalty -
free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create
derivative works of the Work Product and all works based upon, derived from, or incorporating
the Work Product by all means and methods and in any format now known or invented in the
future. The State may assign and license its rights under this license.
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ii. Patents
In addition, Contractor grants to the State (and to recipients of Work Product distributed
by or on behalf of the State) a perpetual, worldwide, no -charge, royalty -free, irrevocable patent
license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise
utilize, operate, modify and propagate the contents of the Work Product. Such license applies
only to those patent claims licensable by Contractor that are necessarily infringed by the Work
Product alone, or by the combination of the Work Product with anything else used by the State.
iii. Assignments and Assistance
Whether or not Contractor is under contract with the State at the time, Contractor shall
execute applications, assignments, and other documents, and shall render all other reasonable
assistance requested by the State, to enable the State to secure patents, copyrights, licenses and
other intellectual property rights related to the Work Product. To the extent that Work Product
would fall under the definition of "works made for hire" under 17 U.S.C.S. §101, the Parties
intend the Work Product to be a work made for hire. Contractor assigns to the State and its
successors and assigns, the entire right, title, and interest in and to all causes of action, either in
law or in equity, for past, present, or future infringement of intellectual property rights related to
the Work Product and all works based on, derived from, or incorporating the Work Product.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Contract, all State Records,
documents, text, software, (including source code), research, reports, proposals, specifications,
plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models,
surveys, maps, materials, ideas, concepts, know-how, and information provided by or on behalf
of the State to Contractor are the exclusive property of the State (collectively, "State Materials").
Contractor shall not use, willingly allow, cause or permit Work Product or State Materials to be
used for any purpose other than the performance of Contractor's obligations in this Contract
without the prior written consent of the State. Upon termination of this Contract for any reason,
Contractor shall provide all Work Product and State Materials to the State in a form and manner
as directed by the State.
C. Exclusive Property of Contractor
Contractor retains the exclusive rights, title, and ownership to any and all pre-existing
materials owned or licensed to Contractor including, but not limited to, all pre-existing software,
licensed products, associated source code, machine code, text images, audio and/or video, and
third -party materials, delivered by Contractor under the Contract, whether incorporated in a
Deliverable or necessary to use a Deliverable (collectively, "Contractor Property"). Contractor
Property shall be licensed to the State as set forth in this Contract or a State approved license
agreement: (i) entered into as exhibits to this Contract; (ii) obtained by the State from the
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applicable third -party vendor; or (iii) in the case of open source software, the license terms set
forth in the applicable open source license agreement.
17. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Contractor under this Contract is $100,000 or greater,
either on the Effective Date or at any time thereafter, this section shall apply. Contractor agrees
to be governed by and comply with the provisions of §§24-106-103, 24-102-206, 24-106-106,
and 24-106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of
contract performance information in the State's contract management system ("Contract
Management System" or "CMS"). Contractor's performance shall be subject to evaluation and
review in accordance with the terms and conditions of this Contract, Colorado statutes governing
CMS, and State Fiscal Rules and State Controller Policies.
18. GENERAL PROVISIONS
A. Assignment
Contractor's rights and obligations under this Contract are personal and may not be
transferred or assigned without the prior, written consent of the State. Any attempt at assignment
or transfer without such consent shall be void. Any assignment or transfer of Contractor's rights
and obligations approved by the State shall be subject to the provisions of this Contract
B. Subcontracts
Unless other restrictions are required elsewhere in this Contract, Contractor shall not
enter into any subcontract in connection with its obligations under this Contract without
providing notice to the State. The State may reject any such subcontract, and Contractor shall
terminate any subcontract that is rejected by the State and shall not allow any Subcontractor to
perform any Work after that Subcontractor's subcontract has been rejected by the State.
Contractor shall submit to the State a copy of each such subcontract upon request by the State.
All subcontracts entered into by Contractor in connection with this Contract shall comply with
all applicable federal and state laws and regulations, shall provide that they are governed by the
laws of the State of Colorado, and shall be subject to all provisions of this Contract.
C. Binding Effect
Except as otherwise provided in §18.A., all provisions of this Contract, including the
benefits and burdens, shall extend to and be binding upon the Parties' respective successors and
assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this
Contract and the performance of such Party's obligations have been duly authorized.
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E. Captions and References
The captions and headings in this Contract are for convenience of reference only, and
shall not be used to interpret, define, or limit its provisions. All references in this Contract to
sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments,
are references to sections, subsections, exhibits or other attachments contained herein or
incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Contract may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one and the
same agreement.
G. Entire Understanding
This Contract represents the complete integration of all understandings between the
Parties related to the Work, and all prior representations and understandings related to the Work,
oral or written, are merged into this Contract. Prior or contemporaneous additions, deletions, or
other changes to this Contract shall not have any force or effect whatsoever, unless embodied
herein.
H. Digital Signatures
If any signatory signs this Contract using a digital signature in accordance with the
Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of
digital signatures issued under the State Fiscal Rules, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Contract by reference.
I. Modification
Except as otherwise provided in this Contract, any modification to this Contract shall
only be effective if agreed to in a formal amendment to this Contract, properly executed and
approved in accordance with applicable Colorado State law and State Fiscal Rules.
Modifications permitted under this Contract, other than contract amendments, shall conform to
the policies issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or
other authority shall be interpreted to refer to such authority then current, as may have been
changed or amended since the Effective Date of this Contract.
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K. Order of Precedence
In the event of a conflict or inconsistency between this Contract and any Exhibits or
attachments such conflict or inconsistency shall be resolved by reference to the documents in the
following order of priority:
i. HIPAA Business Associate Agreement (if any).
ii. Federal Provisions (if any).
iii. Colorado Special Provisions in §19 of the main body of this Contract.
iv. Information Technology Provisions Exhibit (if any).
v. The provisions of the other sections of the main body of this Contract.
vi. PII Certification (if any)
viii. Any other Exhibit(s) shall take precedence in alphabetical order.
L. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any
provision included in any terms, conditions, or agreements appearing on Contractor's or a
Subcontractor's website or any provision incorporated into any click -through or online
agreements related to the Work unless that provision is specifically referenced in this Contract.
M. Severability
The invalidity or unenforceability of any provision of this Contract shall not affect the
validity or enforceability of any other provision of this Contract, which shall remain in full force
and effect, provided that the Parties can continue to perform their obligations under this Contract
in accordance with the intent of the Contract.
N. Survival of Certain Contract Terms
Any provision of this Contract that imposes an obligation on a Party after termination or
expiration of the Contract shall survive the termination or expiration of the Contract and shall be
enforceable by the other Party.
O. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C.,
Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and
from State and local government sales and use taxes under §§39-26-704(1), et seq. C.R.S.
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(Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable
for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision
of the state imposes such taxes on Contractor. Contractor shall be solely responsible for any
exemptions from the collection of excise, sales or use taxes that Contractor may wish to have in
place in connection with this Contract.
P. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §18.A., this
Contract does not and is not intended to confer any rights or remedies upon any person or entity
other than the Parties. Enforcement of this Contract and all rights and obligations hereunder are
reserved solely to the Parties. Any services or benefits which third parties receive as a result of
this Contract are incidental to the Contract, and do not create any rights for such third parties.
Q. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Contract,
whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or
partial exercise of any right, power, or privilege preclude any other or further exercise of such
right, power, or privilege.
R. CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures
and standards required under §24-106-107, C.R.S., if any, are subject to public release through
the CORA.
S. Standard and Manner of Performance
Contractor shall perform its obligations under this Contract in accordance with the
highest standards of care, skill and diligence in Contractor's industry, trade, or profession.
T. Licenses, Permits, and Other Authorizations.
Contractor shall secure, prior to the Effective Date, and maintain at all times during the
term of this Contract, at its sole expense, all licenses, certifications, permits, and other
authorizations required to perform its obligations under this Contract, and shall ensure that all
employees, agents and Subcontractors secure and maintain at all times during the term of their
employment, agency or subcontract, all licenses, certifications, permits and other authorizations
required to perform their obligations in relation to this Contract.
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U. Indemnification
i. Applicability
This entire §18.0 does not apply to Contractor if Contractor is a "public entity" within
the meaning of the GIA.
ii. General Indemnification
Contractor shall indemnify, save, and hold harmless the State, its employees, agents and
assignees (the "Indemnified Parties"), against any and all costs, expenses, claims, damages,
liabilities, court awards and other amounts (including attorneys' fees and related costs) incurred
by any of the Indemnified Parties in relation to any act or omission by Contractor, or its
employees, agents, Subcontractors, or assignees in connection with this Contract.
iii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §8 may
be cause for legal action by third parties against Contractor, the State, or their respective agents.
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all
claims, damages, liabilities, losses, costs, expenses (including attorneys' fees and costs) incurred
by the State in relation to any act or omission by Contractor, or its employees, agents, assigns, or
Subcontractors in violation of §8.
iv. Intellectual Property Indemnification
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any
and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys' fees
and costs) incurred by the Indemnified Parties in relation to any claim that any Deliverable,
Good or Service, software, or Work Product provided by Contractor under this Contract
(collectively, "IP Deliverables"), or the use thereof, infringes a patent, copyright, trademark,
trade secret, or any other intellectual property right. Contractor's obligations hereunder shall not
extend to the combination of any IP Deliverables provided by Contractor with any other product,
system, or method, unless the other product, system, or method is (a) provided by Contractor or
Contractor's subsidiaries or affiliates; (b) specified by Contractor to work with the IP
Deliverables; (c) reasonably required in order to use the IP Deliverables in its intended manner
and the infringement could not have been avoided by substituting another reasonably available
product, system, or method capable of performing the same function; or (d) is reasonably
expected to be used in combination with the IP Deliverables.
V. Accessibility
i. Contractor shall comply with and the Work Product provided under this Contract
shall be in compliance with all applicable provisions of §§24-85-101, et seq.,
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C.R.S., and the Accessibility Standards for Individuals with a Disability, as
established by the Governor's Office Of Information Technology (OIT), pursuant
to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply with all State
of Colorado technology standards related to technology accessibility and with
Level AA of the most current version of the Web Content Accessibility
Guidelines (WCAG), incorporated in the State of Colorado technology standards.
ii. Contractor shall indemnify, save, and hold harmless the state, its employees,
agents and assignees (collectively, the "Indemnified Parties"), against any and all
costs, expenses, claims, damages, liabilities, court awards and other amounts
(including attorneys' fees and related costs) incurred by any of the Indemnified
Parties in relation to Contractor's failure to comply with §§24-85-101, et seq.,
C.R.S., or the Accessibility Standards for Individuals with a Disability as
established by the Office of Information Technology pursuant to Section §24-85-
103 (2.5), C.R.S.
iii. The State may require Contractor's compliance to the State's Accessibility
Standards to be determined by a third party selected by the State to attest to
Contractor's Work Product and software is in compliance with §§24-85-101, et
seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as
established by the Office of Information Technology pursuant to Section §24-85-
103 (2.5), C.R.S.
W Other
i. Compliance with State and Federal Law, Regulations, & Executive Orders
Contractor shall comply with all State and, if Federal funding is involved, Federal law,
regulations, executive orders, State and Federal Awarding Agency policies, procedures,
directives, and reporting requirements at all times during the term of this Contract.
19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State
Controller or designee. If this Contract is for a Major Information Technology Project, as defined
in §24-37.5-102(2.6), C.R.S., then this Contract shall not be valid until it has been approved by
the State's Chief Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made
available.
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C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the
State, its departments, boards, commissions committees, bureaus, offices, employees and
officials shall be controlled and limited by the provisions of the Colorado Governmental
Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch.
171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq.
C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections, or other provisions,
contained in these statutes.
D. INDEPENDENT CONTRACTOR.
Contractor shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an
agent or employee of the State. Contractor shall not have authorization, express or implied, to
bind the State to any agreement, liability or understanding, except as expressly set forth herein.
Contractor and its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise provide such
coverage for Contractor or any of its agents or employees. Contractor shall pay when due all
applicable employment taxes and income taxes and local head taxes incurred pursuant to this
Contract. Contractor shall (i) provide and keep in force workers' compensation and
unemployment compensation insurance in the amounts required by law, (ii) provide proof
thereof when requested by the State, and (iii) be solely responsible for its acts and those of its
employees and agents.
E. COMPLIANCE WITH LAW.
Contractor shall strictly comply with all applicable federal and State laws, rules, and
regulations in effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall be
null and void. All suits or actions related to this Contract shall be filed and proceedings held in
the State of Colorado and exclusive venue shall be in the City and County of Denver.
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G. PROHIBITED TERMS.
Any term included in this Contract that requires the State to indemnify or hold Contractor
harmless; requires the State to agree to binding arbitration; limits Contractor's liability for
damages resulting from death, bodily injury, or damage to tangible property; or that conflicts
with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed
as a waiver of any provision of §24-106-109, C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Contract shall not be used for the
acquisition, operation, or maintenance of computer software in violation of federal copyright
laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the
term of this Contract and any extensions, Contractor has and shall maintain in place appropriate
systems and controls to prevent such improper use of public funds. If the State determines that
Contractor is in violation of this provision, the State may exercise any remedy available at law or
in equity or under this Contract, including, without limitation, immediate termination of this
Contract and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-
201 and 24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal
or beneficial interest whatsoever in the service or properly described in this Contract. Contractor
has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Contractor's services and Contractor shall not employ
any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-
30-202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S.,
the State Controller may withhold payment under the State's vendor offset intercept system for
debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii)
unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq.,
C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher
Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v)
other unpaid debts owing to the State as a result of final agency determination or judicial action.
The State may also recover, at the State's discretion, payments made to Contractor in error for
any reason, including, but not limited to, overpayments or improper payments, and unexpended
or excess funds received by Contractor by deduction from subsequent payments under this
Contract, deduction from any payment due under any other contracts, grants or agreements
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between the State and Contractor, or by any other appropriate method for collecting debts owed
to the State.
20. DEPARTMENT OF HUMAN SERVICES PROVISIONS
A. Exclusion, Debarment and/or Suspension
Contractor represents and warrants that Contractor, its employees, agents, assigns, or
Subcontractors, are not presently excluded from participation, debarred, suspended, proposed for
debarment, declared ineligible, voluntarily excluded, or otherwise ineligible to participate in a
"federal health care program" as defined in 42 U.S.C. § 1320a-7b(f) or in any other government
payment program by any federal or State of Colorado department or agency. If Contractor, its
employees, agents, assigns, or Subcontractors, are excluded from participation, or becomes
otherwise ineligible to participate in any such program during the term of this Contract,
Contractor shall notify the State in writing within three (3) days after such event. Upon the
occurrence of such event, whether or not such notice is given to Contractor, the State may
immediately terminate this Contract.
B. Emergency Planning
If Contractor provides Work that is an extension of State work performed as part of the
State of Colorado Emergency Operations Plan or for a publicly funded safety net program, as
defined by C.R.S. § 24-33.5-701 et seq., Contractor shall perform the Work in accordance with
the State's Emergency Operations Plan or continuity of operations plan in the event of an
emergency. If requested, Contractor shall provide a plan and reporting information to ensure
compliance with the State's Emergency Operations Plan and C.R.S. § 24-33.5-701 et seq.
C. Restrictions on Public Benefits
If applicable, Contractor shall comply with C.R.S. §§ 24-76.5-101 - 103 exactly as the
State is required to comply with C.R.S. §§ 24-76.5-101 - 103.
D. Discrimination
Contractor shall not:
i. discriminate against any person on the basis of gender, race, ethnicity,
religion, national origin, age, sexual orientation, gender identity, citizenship status, education,
disability, socio-economic status, or any other identity.
ii. exclude from participation in, or deny benefits to any qualified individual
with a disability, by reason of such disability.
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Any person who thinks he/she has been discriminated against as related to the
performance of this Contract has the right to assert a claim, Colorado Civil Rights Division,
C.R.S. §24-34-301, et seq.
E. Criminal Background Check
Pursuant to C.R.S. §27-90-111 and CDHS Policy VI -2.4, any independent contractor, and
its agent(s), who is designated by the Executive Director or the Executive Director's designee to
be a contracting employee under C.R.S. §27-90-111, who has direct contact with vulnerable
persons in a state -operated facility, or who provides state -funded services that involve direct
contact with vulnerable persons in the vulnerable person's home or residence, shall:
i. submit to and successfully pass a criminal background check, and
ii. report any arrests, charges, or summonses for any disqualifying
offense as specified by C.R.S. §27-90-111 to the State.
Any Contractor or its agent(s), who does not comply with C.R.S. §27-90-111 and CDHS
Policy VI -2.4, may, at the sole discretion of the State, be suspended or terminated.
F. Fraud Policy
Contractor shall comply with the current CDHS Fraud Policy.
G. C-Stat - Performance Based Program Analysis and Management Strategy (C-Stat
Strategy)
Without any additional cost to the State, Contractor shall collect and maintain Contract
performance data, as determined solely by the State. Upon request, Contractor shall provide the
Contract performance data to the State. This provision does not allow the State to impose
unilateral changes to performance requirements.
H. COVID-19 Pandemic
CDHS operates many facilities across the State and with regard to the COVID-19
Pandemic, Contractor may be subject to local or state public health orders, Department policy,
individual facility policy, or any other requirement that could impose additional requirements on
the Contractor. If so, Contractor shall promptly comply upon notice.
21. THIRD PARTY CERTIFICATION FOR ACCESS TO PII THROUGH A
DATABASE OR AUTOMATED NETWORK
Pursuant to § 24-74-105, C.R.S, if Contractor is to be granted access to Personal Identifying
Information through a database or automated network that is not publicly available information,
Contractor certifies, and will certify annually, under penalty of perjury that Contractor has not and
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will not use or disclose any Personal Identifying Information, as defined by § 24-74-102(1),
C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting Federal
Immigration Enforcement, including the enforcement of civil immigration laws, and the Illegal
Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326,
unless required to do so to comply with Federal or State law, or to comply with a court -issued
subpoena, warrant or order.
If Contractor's agents, employees, assigns or Subcontractors require certification pursuant to § 24-
74-105, C.R.S., Contractor shall require annually that its agents, employees, assigns or Subcontractors
sign and date the following certifications as applicable, which shall be made available to the State
upon request:
For an individual: Pursuant to sr 24-74-105, C.R.S., I hereby certify under the penalty ofperjury
that I have not and will not use or disclose any Personal Identfing Information, as defined by sr
24-74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or
assisting Federal Immigration Enforcement, including the enforcement of civil immigration laws,
and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §/f
1325 and 1326, unless required to do so to comply with Federal or State law, or to comply with a
court -issued subpoena, warrant or order.
For and entity/organization: Pursuant to § 24-74-105, C.R.S., I,
on behalf of (legal name of entity / organization) (the
"Organization'), hereby certify under the penalty of perjury that the Organization has not
and will not use or disclose any Personal Ident/ing Information, as defined by § 24-74-
102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or
assisting Federal Immigration Enforcement, including the enforcement of civil
immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is
codified at 8 U.S.C. §f 1325 and 1326, unless required to do so to comply with Federal or
State law, or to comply with a court -issued subpoena, warrant or order.
I hereby represent and certify that I have full legal authority to execute this certification
on behalf of the Organization.
REST OF PAGE INTENTIONALLY LEFT BLANK
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SAMPLE OPTION LETTER (IF APPLICABLE)
State Agency
Insert Department's or IHE's Full Legal Name
Option Letter Number
Insert the Option Number (e.g. "1" for the first option)
Contractor
Original Contract Number
Insert Contractor's Full Legal Name, including
Insert CMS number or Other Contract Number of the Original Contract
"Inc.", "LLC", etc...
Current Contract Maximum Amount
Option Contract Number
Initial Term
Insert CMS number or Other Contract Number of this Option
State Fiscal Year 20. $0.00
Extension Terms
Contract Performance Beginning Date
State Fiscal Year 20xx $0.00
Month Day, Year
State Fiscal Year 20. $0.00
State Fiscal Year 20xx $0.00
Current Contract Expiration Date
State Fiscal Year 20xx $0.00
Month Day, Year
Total for All State Fiscal Years $0.00
1. OPTIONS:
A. Option to extend for an Extension Term
B. Option to change the quantity of Goods under the Contract
C. Option to change the quantity of Services under the Contract
D. Option to modify Contract rates
E. Option to initiate next phase of the Contract
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) Number of the Original Contract referenced above, the State
hereby exercises its option for an additional term, beginning Insert start date and ending on the current contract expiration
date shown above, at the rates stated in the Original Contract, as amended.
B. For use with Options 1(B and C): In accordance with Section(s) Number of the Original Contract referenced above,
the State hereby exercises its option to Increase/Decrease the quantity of the Goods/Services or both at the rates stated in
the Original Contract, as amended.
C. For use with Option 11O): In accordance with Section(s) Number of the Original Contract referenced above, the State
hereby exercises its option to modify the Contract rates specified in Exhibit/Section Number/Letter. The Contract rates
attached to this Option Letter replace the rates in the Original Contract as of the Option Effective Date of this Option Letter.
D. For use with Option 1€: In accordance with Section(s) Number of the Original Contract referenced above, the State
hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc, which shall begin on Insert start date and end
on Insert ending date at the cost/price specified in Section Number.
E. For use with all Options that modify the Contract Maximum Amount: The Contract Maximum Amount table on the
Contract's Signature and Cover Page is hereby deleted and replaced with the Current Contract Maximum Amount table
shown above.
3. Option Effective Date:
The effective date of this Option Letter is upon approval of the State Controller or
, whichever is later.
STATE OF COLORADO
INSERT -Name of Agency or IHE
INSERT -Name & Title of Head of Agency or IHE
SAMPLE ONLY - DO NOT SIGN
By: Name & Title of Person Signing for Agency or IHE
Date: SAMPLE ONLY - DO NOT SIGN
In accordance with §24-30-202 C.R.S., this Option is not valid
until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
SAMPLE ONLY - DO NOT SIGN
Name of Agency or IHE Delegate -Please delete if contract
will be routed to OSC for approval
Option Effective Date: SAMPLE ONLY - DO NOT SIGN
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Exhibit A — Statement of Work
Project Description
Background
The Colorado Department of Human Services ("CDHS") is implementing the Improved
Payments and Child Success ("IMPACS") Program for eligible parents paying child support and
their families. The program is intended to assist these parents to overcome and minimize their
barriers to employment through supportive services and individualized case management in
order to increase the number of child support payments received, improve parent -child
relationships, and increase wages and earning potential.
IMPACS Program
The IMPACS Program will assist eligible parents paying child support, and their families, to
overcome and minimize barriers to employment through supportive services and individualized
case management. Employment Services of Weld County ("Contractor"), in implementing the
IMPACS Program, shall collaborate with community service providers (including community -
based organizations, community colleges, workforce centers, early childhood councils, and
family resource centers) and/or county departments of human services to serve participants and
their families.
Local County Child Support Services agencies will refer eligible participants, and their families,
to Contractor in order to connect them with supportive/employment services. Contractor will
work closely with referring organizations to provide individualized case management and other
critical assistance to support participants, and their families, to successfully participate in and
complete the IMPACS Program. This shall include supportive services for household
stability/strengthening (to include, but not be limited to; rent, utilities, mental health/substance
abuse, parenting supports including parent and relationship education, mediation and/or
parenting time services, and access and visitation resources) and transportation (to include, but
not be limited to; bus passes, gas vouchers/cars, auto repair, financial assistance to purchase
other forms of transportation such as a bicycle or motorized scooter/bicycle).
Required Activities
1. Contractor shall provide employment services, supportive services, and
classes/training/workshops to overcome and minimize barriers to employment among
eligible parents during the life of the IMPACS Program ("Program").
A. Contractor's Program shall serve eligible parents with an active child support case who
are deemed appropriate for, and likely to benefit from, the IMPACS Program.
i. Contractor shall provide the majority of services through Contractor's IMPACS
Representative.
B. Participants shall (1) be TANF eligible under the definition provided at 9 CCR 2503-6
3.606.8 (B)(3), (2) have established paternity for at least one child, (3) have one or more
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cases receiving IV -D services, and (4) have difficulty paying or expected difficulty
paying child support due to lack of regular employment.
C. Eligible participants shall be a resident of Weld County.
i. Contractor's Program shall also target barriers including: individuals with a criminal
background, individuals with limited education or training, individuals with cultural
barriers or who are English language learners, or individuals with transportation
issues.
D. Contractor's Program shall serve 30 individuals in each year for the life of the Contract.
Services shall include, but may not be limited to:
i. Contractor shall serve participants with job search, job readiness workshops, case -
management, supportive services, work based learning activities or occupational
training, high school equivalency education, and parenting/child relationship services.
a. These services may include payments for obtaining legal documents or
reinstatement of licenses to include professional licenses; transportation assistance
to appointments, workshops, and job interviews; assistance with uniforms or other
appropriate work attire and work -related tools if a job is obtained this process;
crisis mitigation, rent, and utilities; and fees for activities that support the parent -
child relationship of the IMPACS participant.
2. Contractor shall work with Weld County Child Support Services ("CSS") to recruit eligible
Program participants.
A. CSS staff shall determine TANF eligibility, established paternity, active IV -D case, and
difficulty or expected difficulty paying child support due to lack of regular employment.
i. CSS staff will recruit at various strategic contact points, including but not limited to,
new order establishment, self -identified need for employment services, and change in
incarceration status.
ii. CSS staff shall refer eligible participants to Contractor's IMPACS Representative.
B. Contractor's IMPACS Representative shall assist potential participants with registration
through Connecting Colorado.
i. Connecting Colorado is the State data management system.
ii. Registration shall determine and/or confirm demographic information, work history,
skill sets, education level, and identification of barriers specific to the potential
participant.
C. Contractor shall provide virtual and in person meeting options throughout the life of the
program.
i. Contractor shall provide reasonable scheduling accommodations and exceptions to
encourage program participation by accommodating late arrivals, walk-ins, after
hours services, alternatives to in -person lab participation, etc.
D. Contractor shall ensure participants have access to materials in the native or preferred
language upon request.
3. Contractor shall conduct an initial assessment from the barriers identified.
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A. Participants may be referred to the Workforce Innovation and Opportunity Act Program
("WIOA").
i. If referred to WIOA, participants demographic, eligibility information, and supportive
service needs are identified.
B. During or shortly after initial assessment, Contractor may conduct additional computer
assessments through Contractor's Assessment and Learning Center ("Learning Center")
if requested by the parent and/or if administering additional assessments would alleviate
substantial barriers to gaining employment for all participants. This should be determined
on a case by case basis in collaboration with the parent. Additional assessments should
not be administered if the parent's primary goal is obtaining immediate employment.
i. Contractor's Adult Basic Education assessment may be administered if participant's
education is below a bachelor's degree to determine basic skills in reading and math.
This assessment will only be administered if mutual agreement between Contractor
and parent participant has been obtained. Contractor shall explain the content and
purpose of the assessment and allow the parent to consent to or refuse testing.
ii. Contractor's Workplace Readiness Credential may be given to participants to ensure
an adequate aptitude in soft skills. This assessment will only be administered if
mutual agreement between Contractor and parent participant has been obtained.
Contractor shall explain the content and purpose of the assessment and allow the
parent to consent to or refuse testing.
a.
iii. Contractor's Personal Responsibility and Success Profiler assessment may measure a
participant's level of personal investment and feasibility of successful employment
retention. This assessment will only be administered if mutual agreement between
Contractor and parent participant has been obtained. Contractor shall explain the
content and purpose of the assessment and allow the parent to consent to or refuse
testing.
iv. Contractor may offer Job Readiness Training to participants with an inconsistent
work history. This assessment will only be administered if mutual agreement between
Contractor and parent participant has been obtained. Contractor shall explain the
content and purpose of the assessment and allow the parent to consent to or refuse
testing.
a. Job Readiness Training shall consist of Job Keeping or Job Seeking and will be
offered to improve those skills for building a future consistent work history.
v. Contractor may provide the CareerScope assessment to identify interests and
aptitudes to assist in forming employment goals. This assessment will only be
administered if mutual agreement between Contractor and parent participant has been
obtained. Contractor shall explain the content and purpose of the assessment and
allow the parent to consent to or refuse testing.
vi. Assessment platforms may change over the life of this Contract.
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a. Contractor shall identify a suitable replacement solution and notify the State
b. The State, in its sole discretion, may reject a replacement solution if the outputs
are deemed insufficient for the purposes of this Contract and the State's IMPACS
Program.
4. Contractor may follow initial assessment with a comprehensive assessment to identify
training goals, employment goals, and available services to assist the participant in gaining
and retaining employment for participants. This should be determined on a case by case basis
in collaboration with the parent participant. Assessments will only be administered if mutual
agreement between Contractor and parent participant has been obtained. Contractor shall
explain the content and purpose of the assessment and allow the parent to consent to or refuse
testing.
A. Computer assessments from section 3.B. shall be reviewed and interpreted with
participant prior to making a Comprehensive Assessment and Individual Employment
Plan ("CA/IEP").
i. Contractor may use the CA/IEP to map a feasible employment and training plan that
encompasses:
a. A Specific, Measurable, Achievable, Realistic, and Timely ("SMART")
employment goal,
b. Work history,
c. Education,
d. Services needed to obtain the employment goal,
e. Supportive service needs,
f. Pre -vocational needs,
g. Financial budget,
h. Challenges to employment,
i. Transportation,
j. Housing,
k. Job skills,
1. Mental health challenges,
m. Criminal background,
n. Child care,
o. Outside resource referral(s),
p. A contract that outlines Program guidelines, expectations, and willingness to
participate.
B. Contractor shall work with the parent participant to determine career opportunities and
interests important to the parent. All individual employment plans shall take into
consideration the parent's strengths, previous work history, and desired employment
goals.
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C. Contractor shall offer the Helping Offenders Pursue Employment ("HOPE") workshop
for participants that are former offenders.
5. Contractor shall offer work -based learning opportunities through Program funding and other
Contractor programs.
A. Opportunities include, but need not be limited to, work experience/internships, On -the -
Job Training ("OJT"), and Registered Apprenticeships ("RA").
i. Contractor's work experience/internship is a temporary work opportunity where the
participant is placed with an employer in the community to gain valuable job
readiness skills and subsidized income.
a. The work experience/internship will be allotted a total of 500 hours with an
opportunity to extend if the extension is justifiable.
b. Participants shall receive the prevailing wage for the industry and be covered by
Weld County Government workers compensation.
ii. Contractor's OJT takes place when a business hires the participant and provides
training per an OJT contract and plan of training.
a. The business shall be reimbursed 50-75% of participant's wages.
iii. Contractor's RA opportunities are employment with a concurrent related training
instruction, OJT, or combination of the two.
a. The goal of the RA is to provide training and experience to be successful in a
given industry.
B. Contractor's training opportunities shall be short-term (in general, less than one year).
i. Training opportunities and supportive services paid through the Program shall be
included in Contractor's $1,000.00 participant cap.
ii. Contractor shall monitor administrative and staffing costs to remain withing a "per
participant target area" as set forth by the state.
C. Contractor shall utilize WIOA funding and ensure blending/braiding from both IMPACS
and WIOA, as well as the Family Resource Division.
6. Contractor shall engage in actively recruiting employers/employment sites who are willing to
hire IMPACS participants. This could include meeting with various employers in the
community, developing relationships with HR or hiring managers at various companies in
several industries, targeting employers who offer a livable wage for Colorado parents ($18-
25/hr jobs), identifying several felon friendly employment options, and identifying
multilingual employment options.
7. Contractor shall provide supportive services to enable parents to participate in their identified
activities related to the Program.
A. Supportive services shall include, but need not be limited to, transportation assistance,
books and supplies for education or training, specialized tools or safety equipment
necessary for employment, childcare, and parent education and parenting needs..
B. Contractor shall determine what services ESWC currently provides, free of charge, to
the public and utilize those services without impacting participants' supportive service
budgets.
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i. Contractor shall increase community and non-profit partnerships to attain ongoing,
sustainable resources for participants at no cost to the program.
8. Contractor shall provide a detailed account of job placement, job readiness, and training
activities to include employer information, job title, description, projected and actual length
of activity, and all relevant wage information as part of the participant's file.
A. Contractor shall work with Weld County Child Support Services to obtain monthly
payment data for each participant and track applicable milestones in the IMPACS MIS
System.
B. Graduation Requirements: Contractor shall work with Weld County Child Support
Services to determine graduation eligibility for each participant. Contractor shall review
all available data including payment information in this determination.
i. Weld County Child Support Services will provide Contractor with payment history
data
ii. Contractor will determine if the IMPACS participant has made consistent Child
Support payments at the MSO amount in 5 out of the last 6 months in order to
successfully graduate from the program. This amount does not include arrears
payments.
iii. Contractor is encouraged to work with Weld County Child Support and the IMPACS
participant to create an arrears payment plan if arrears are due on the case, however
arrears payments are not required for successful graduation from the program.
iv. If the IMPACS participant is unable to pay the full monthly Child Support ordered
(MSO):
a. Contractor will reach out to Weld County Child Support Services and request a
review of the case for possible modification.
b. IMPACS participant must meet the County Child Support Office's requirements
for review and adjustment and complete and return all necessary forms to initiate
this process.
c. Contractor and/or Weld County Child Support Services shall provide the
IMPACS participant with assistance to complete this process if it is a requirement
for successful graduation from the program.
d. Contractor will reach out to the State to staff these situations on a case -by -case
basis and agree on an appropriate monthly payment while the IMPACS
participant is pursuing a modification. These payments must be made consistently
in 5 out of the last 6 months for the participant to successfully graduate from the
program.
9. Contractor shall inform participants of the availability of follow-up services when the
participant is ready to leave the Program.
A. Contractor shall indicate the number of follow-up contacts based upon individual needs
and structured to best serve the participant.
i. Contact shall be monthly at a minimum.
B. Post -program assistance shall include, but is not limited to:
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i. Vocational guidance on adjusting to work schedules and new environments
ii. Working well with peers and supervisors
iii. How to enhance customer service skills
iv. Working through troublesome situations
v. Conflict resolution
vi. Problem solving
C. Contractor's follow-up services shall be provided for a minimum of 12 months after
exiting the Program.
i. Contractor's post -program services shall be used to ensure performance standards are
met.
10. Reporting
A. Contractor shall provide regular data reporting via either reporting forms, a database
prescribed by the State, or monthly reports.
i. Contractor shall collect data on and report on the required data elements listed at
section 10.B. This list is non -exhaustive and the State may identify additional data
elements required for reporting.
ii. If additional required data elements are identified, Contractor shall start reporting on
those elements in the first full month after provision of notice by the State.
B. The required data elements include, but are not limited to:
i. Name and/or IV -D Case Number
ii. Hours Worked per Week
iii. Hourly Wage
iv. Total Monthly Income
v. Job Readiness
vi. Training Activities
vii. Supportive Services Provided per participant, including monthly and cumulative
totals
viii. Classes/Workshops Complete
ix. Family Resource Assessment (FRA) or Other Approved Assessment Responses
x. Program Milestones including Child Support Milestones
a. Child Support Milestones will be entered into the MIS by the Child Support
Representative in a timely manner in order to generate the site's Monthly Report
from the MIS.
b. All other milestones will be entered by Employment Services of Weld County in
a timely manner in order to generate the site's Monthly Report from the MIS.
C. The following information will be tracked as part of this project either through provision
of data points or through entry in the appropriate systems by local County Child Support
Services agencies for one (1) year following each participant's completion of the
Program:
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i. Historical starting point for number of, frequency of, and amount of child support
payments
ii. Frequency of child support payments
iii. Increase/decrease in frequency of child support payments
iv. Increase/decrease in percentage of child support order with each child support
payment
v. Increase/decrease in amount of child support payments
D. Contractor shall conduct the following status meetings with the State
i. Monthly status meeting
a. Contractor and State shall use these meetings to discuss opportunities, issues,
obstacles, solutions, progress, and any other element that may impact the
functioning of the Contractor's IMPACS Program.
b. The State reserves the right to increase status meeting frequency to discuss items
not addressed in the monthly status meeting to include participant staffing and
case management needs.
ii. Biannual Progress Report
a. Contractor shall prepare and present a Biannual Progress Report to accompany
the invoice schedule.
b. Contractor's Biannual Progress Report shall be presented in a narrative format
and shall include raw data.
c. The Biannual Progress Report shall report on accomplishments achieved during
the reporting period, challenges faced, significant findings, disseminations efforts,
and activities planned for the next reporting period.
d. The Biannual Progress Report shall include, but need not be limited to,
information about the data elements from section 10.B and number of
participants.
iii. Annual Collaborative Status Meeting
a. Contractor shall participate in one (1) Annual Collaborative Status Meeting with
the State, the IMPACS Evaluator, and all other participating entities.
b. Contractors, Evaluator, and the State shall use this meeting to discuss
opportunities, issues, obstacles, solutions, progress, and any other element that
may impact the functioning of the Contractor's IMPACS Program.
iv. Annual Site Visit
a. Contractor shall host a small delegation of State staff for a tour of facilities,
presentation on services, or other elements as identified by the State.
E. Contractor shall attend and/or assist with the following evaluation related meetings with
the State and the IMPACS Evaluator:
i. Project Kick-off Meeting
a. The Project Kickoff Meetings shall occur over a series of in -person and/or remote
meetings in October and/or November 2022, depending on the execution date of
this Contract.
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b. Contractor shall attend scheduled remote meetings as determined by Contractor
and the State.
c. The Project Kick-off Meeting may, at the State's discretion, serve as the first Staff
Focus Group in section 10.E.iv.
ii. Learning Community Webinars
a. The IMPACS Evaluator will host four (4) learning community webinars
b. The Learning Community Webinars shall be an opportunity to share more in-
depth information with the State and IMPACS Evaluator
c. Contractor shall attend all Learning Community Webinars
(a) The State shall determine and notify Contractor in advance whether each
Learning Community Webinar is held in -person or remotely
iii. Participant Focus Groups
a. The IMPACS Evaluator shall hold three (3) focus groups at Contractor's site
during the life of the Contract.
b. Contractor shall work with the IMPACS Evaluator as needed to recruit focus
group participants
c. Contractor shall provide Program supportive services as needed to facilitate
attendance at the focus group (i.e., transportation if in -person or ensuring access
to resources if held remote)
iv. Staff Focus Groups
a. The IMPACS Evaluator will hold three (3) focus groups during the IMPACS
Program with Contractor's staff
b. Contractor shall include county CSS staff, community partner staff, and any other
relevant program staff as part of the Staff Focus Groups
c. Staff Focus Groups may be held with other IMPACS Program grantees
d. Staff Focus Groups will highlight different topics, including but not limited to,
implementation, recruitment, case management, challenges, obstacles, and
retrospectives.
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Exhibit B — Budget
1. Administrative Costs
A. Costs include general administration and program coordination
i. The Employment Registratipn Manager and Child Support Division Head will provide
program and operation over -site over the ESWC IMPACS Representative and the WC Child
Support Representative.
B. Accounting, purchasing, and payroll functions will be completed by the Weld County Department
of Human Services Business Office.
C. Administrative Costs Table:
Administrative Costs
$2,982.77
2. Contractor Staffing
A. Contractor shall invoice for time spent on the project not to exceed the maximum amount payable
in each year of this Contract.
B. Contractor staffing rates are inclusive of all indirect costs and fringe benefits.
C. Contractor Staffing Rate Table:
FTE
.225
.025
Position Title
ESWC IMPACS Representative
WC Child Support Representative
Total Salaries
Wages
$20,703.46
$1,968.97
$22,672.43
D. Travel
i. Local travel may be necessary for enrollment of participants at work -based learning work -
sites or service locations in Weld County
ii. Mileage shall be reimbursed at the prevailing State rate.
iii. Personnel travel shall not exceed $1,000.00.
3. Participant Costs
A. Maximum cost per participant is $1,000.00
i. Contractor estimates approximately 30 participants will use the maximum amount
B. Contractor shall invoice by participant for services provided not to exceed the maximum amount
payable in each year of this Contract.
C. Participant Costs Table
Source
Services
Approximate number of
participants served
Cost
Matching in -kind funds
Job readiness workshops
(e.g., life skills, money
management, resume writing,
and transferable skills)
30 per year
$0.00
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Support Services,
Occupational Training,
and Work -Based
Learning
Issued when need is
determined and reasonable.
May include transportation
assistance, books and
supplies for education or
training, specialized tools or
safety equipment necessary
for employment, and
childcare.
30 per year
$30,000.00
Work -based learning
opportunities. For
participants in an ESWC
program, work
experience/internship
opportunities are under the
Weld County Workers
Compensation.
4. Total Cost
A. Total Cost Rate Table (inclusive of Administrative Costs, Contractor Staffing, Travel, and
Participant Costs:
I State Fiscal Year 2023
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$56,655.20
DocuSign Envelope ID: 343DE47F-8412-47FB-8F3D-56134128F3F0
Ate
COLORADO
Financial Service.
Department d Humes Senates
Dtvisaon of Contracts and Procurement
EXHIBIT C - HIPAA BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement ("Agreement") between the State and Contractor is agreed to in
connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as
"Covered Entity" and the Contractor is referred to as "Business Associate". Unless the context clearly requires a
distinction between the Contract and this Agreement, all references to "Contract" shall include this Agreement.
1. PURPOSE
Covered Entity wishes to disclose information to Business Associate, which may include Protected Health
Information ("PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance with
the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Pub. L. No. 104-191 (1996) as
amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") enacted
under the American Recovery and Reinvestment Act of 2009 ("ARRA") Pub. L. No. 111-5 (2009), implementing
regulations promulgated by the U.S. Department of Health and Human Services at 45 C.F.R. Parts 160, 162 and
164 (the "HIPAA Rules") and other applicable laws, as amended. Prior to the disclosure of PHI, Covered Entity is
required to enter into an agreement with Business Associate containing specific requirements as set forth in, but not
limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal Regulations ("C.F.R.")
and all other applicable laws and regulations, all as may be amended.
2. DEFINITIONS
The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data
Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice
of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor,
Unsecured Protected Health Information, and Use.
The following terms used in this Agreement shall have the meanings set forth below:
a. Business Associate. "Business Associate" shall have the same meaning as the term "business associate"
at 45 C.F.R. 160.103, and shall refer to Contractor.
b. Covered Entity. "Covered Entity" shall have the same meaning as the term "covered entity" at 45 C.F.R.
160.103, and shall refer to the State.
c. Information Technology and Information Security. "Information Technology" and "Information
Security" shall have the same meanings as the terms "information technology" and "information
security", respectively, in §24-37.5-102, C.R.S.
Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall have the meanings
ascribed to them in the Contract.
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HIPAA BAA
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DocuSign Envelope ID: 343DE47F-8412-47FB-8F3D-56134128F3F0
4o
Financial
COLORADO
Services
Departmem or Human Sm ces
Owls. of Contracts and Procurement
3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
a. Permitted Uses and Disclosures.
i. Business Associate shall use and disclose PHI only to accomplish Business Associate's
obligations under the Contract.
i. To the extent Business Associate carries out one or more of Covered Entity's obligations under
Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all requirements
of Subpart E that apply to Covered Entity in the performance of such obligation.
ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business
Associate, provided, that the disclosure is Required by Law or Business Associate obtains
reasonable assurances from the person to whom the information is disclosed that:
A. the information will remain confidential and will be used or disclosed only as Required
by Law or for the purpose for which Business Associate originally disclosed the
information to that person, and;
B. the person notifies Business Associate of any Breach involving PHI of which it is
aware.
iii. Business Associate may provide Data Aggregation services relating to the Health Care
Operations of Covered Entity. Business Associate may de -identify any or all PHI created or
received by Business Associate under this Agreement, provided the de -identification conforms
to the requirements of the HIPAA Rules.
d. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and disclose
only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in accordance
with the Minimum Necessary Requirements of the HIPAA Rules including, but not limited to, 45
C.F.R. 164.502(b) and 164.514(d).
e. Impermissible Uses and Disclosures.
i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity
without the written authorization of Covered Entity.
ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI in
any form via any medium with or to any person or entity beyond the boundaries or jurisdiction
of the United States without express written authorization from Covered Entity.
f. Business Associate's Subcontractors.
i. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2),
ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of
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HIPAA BAA
Revised August 2018
DocuSign Envelope ID: 343DE47F-8412-47FB-8F3D-56134128F3F0
COLORADO
Financial Seivices
Department cc Human Sentcas
DivfsIon of Contracts and Procurement
Business Associate agree in writing to the same restrictions, conditions, and requirements that
apply to Business Associate with respect to safeguarding PHI.
ii. Business Associate shall provide to Covered Entity, on Covered Entity's request, a list of
Subcontractors who have entered into any such agreement with Business Associate.
iii. Business Associate shall provide to Covered Entity, on Covered Entity's request, copies of any
such agreements Business Associate has entered into with Subcontractors.
g.
Access to System. If Business Associate needs access to a Covered Entity Information Technology
system to comply with its obligations under the Contract or this Agreement, Business Associate shall
request, review, and comply with any and all policies applicable to Covered Entity regarding such
system including, but not limited to, any policies promulgated by the Office of Information Technology
and available at http://oit.state.co.us/about/policies.
h. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered
Entity, make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy
Covered Entity's obligations under 45 C.F.R. 164.524.
i. Amendment of PHI.
Business Associate shall within ten days of receiving a written request from Covered Entity
make any amendment to PHI in a Designated Record Set as directed by or agreed to by Covered
Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy Covered
Entity's obligations under 45 C.F.R. 164.526.
ii. Business Associate shall promptly forward to Covered Entity any request for amendment of
PHI that Business Associate receives directly from an Individual.
Accounting Rights. Business Associate shall, within ten days of receiving a written request from
Covered Entity, maintain and make available to Covered Entity the information necessary for Covered
Entity to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R. 164.528.
k. Restrictions and Confidential Communications.
i. Business Associate shall restrict the Use or Disclosure of an Individual's PHI within ten days
of notice from Covered Entity of:
A. a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or
B. a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522.
ii. Business Associate shall not respond directly to an Individual's requests to restrict the Use or
Disclosure of PHI or to send all communication of PHI to an alternate address.
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HIPAA BAA
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�o
Financial
COLORADO
Department « sSemces
DIV.n of Contracts and Procurement
iii. Business Associate shall refer such requests to Covered Entity so that Covered Entity can
coordinate and prepare a timely response to the requesting Individual and provide direction to
Business Associate.
1. Governmental Access to Records. Business Associate shall make its facilities, internal practices, books,
records, and other sources of information, including PHI, available to the Secretary for purposes of
determining compliance with the HIPAA Rules in accordance with 45 C.F.R. 160.310.
m. Audit, Inspection and Enforcement.
Business Associate shall obtain and update at least annually a written assessment performed by
an independent third party reasonably acceptable to Covered Entity, which evaluates the
Information Security of the applications, infrastructure, and processes that interact with the
Covered Entity data Business Associate receives, manipulates, stores and distributes. Upon
request by Covered Entity, Business Associate shall provide to Covered Entity the executive
summary of the assessment.
ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered
Entity's efforts to audit Business Associate's compliance with applicable HIPAA Rules. If,
through audit or inspection, Covered Entity determines that Business Associate's conduct
would result in violation of the HIPAA Rules or is in violation of the Contract or this
Agreement, Business Associate shall promptly remedy any such violation and shall certify
completion of its remedy in writing to Covered Entity.
n. Appropriate Safeguards.
i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R.
Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as
provided in this Agreement.
ii. Business Associate shall safeguard the PHI from tampering and unauthorized disclosures.
iii. Business Associate shall maintain the confidentiality of passwords and other data required for
accessing this information.
iv. Business Associate shall extend protection beyond the initial information obtained from
Covered Entity to any databases or collections of PHI containing information derived from the
PHI. The provisions of this section shall be in force unless PHI is de -identified in conformance
to the requirements of the HIPAA Rules.
o. Safeguard During Transmission.
i. Business Associate shall use reasonable and appropriate safeguards including, without
limitation, Information Security measures to ensure that all transmissions of PHI are authorized
and to prevent use or disclosure of PHI other than as provided for by this Agreement.
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DocuSign Envelope ID: 343DE47F-8412-47FB-8F3D-56134128F3F0
a
P.
q.
COLORADO
Financial Services
Department «x De
OnvisIon of Contracts and Procurement
ii. Business Associate shall not transmit PHI over the internet or any other insecure or open
communication channel unless the PHI is encrypted or otherwise safeguarded with a FIPS-
compliant encryption algorithm.
Reporting of Improper Use or Disclosure and Notification of Breach.
Business Associate shall, as soon as reasonably possible, but immediately after discovery of a
Breach, notify Covered Entity of any use or disclosure of PHI not provided for by this
Agreement, including a Breach of Unsecured Protected Health Information as such notice is
required by 45 C.F.R. 164.410 or a breach for which notice is required under §24-73-103,
C.R.S.
ii. Such notice shall include the identification of each Individual whose Unsecured Protected
Health Information has been, or is reasonably believed by Business Associate to have been,
accessed, acquired, or disclosed during such Breach.
iii. Business Associate shall, as soon as reasonably possible, but immediately after discovery of
any Security Incident that does not constitute a Breach, notify Covered Entity of such incident.
iv. Business Associate shall have the burden of demonstrating that all notifications were made as
required, including evidence demonstrating the necessity of any delay.
Business Associate's Insurance and Notification Costs.
i. Business Associate shall bear all costs of a Breach response including, without limitation,
notifications, and shall maintain insurance to cover:
A. loss of PHI data;
B. Breach notification requirements specified in HIPAA Rules and in §24-73-103, C.R.S.;
and
C. claims based upon alleged violations of privacy rights through improper use or
disclosure of PHI.
ii. All such policies shall meet or exceed the minimum insurance requirements of the Contract or
otherwise as may be approved by Covered Entity (e.g., occurrence basis, combined single
dollar limits, annual aggregate dollar limits, additional insured status, and notice of
cancellation).
iii. Business Associate shall provide Covered Entity a point of contact who possesses relevant
Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist
with incident handling.
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DocuSign Envelope ID: 343DE47F-8412-47FB-8F3D-56134128F3F0
COLORADO
Financial SerAces
Depsemox d Hamm Services
()Moon of Contracts and Procuremen
iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to
Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this
Agreement.
r. Subcontractors and Breaches.
Business Associate shall enter into a written agreement with each of its Subcontractors and
agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The
agreements shall require such Subcontractors and agents to report to Business Associate any
use or disclosure of PHI not provided for by this Agreement, including Security Incidents and
Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or
agent knows or should have known of the Breach as required by 45 C.F.R. 164.410.
ii. Business Associate shall notify Covered Entity of any such report and shall provide copies of
any such agreements to Covered Entity on request.
s. Data Ownership.
i. Business Associate acknowledges that Business Associate has no ownership rights with respect
to the PHI.
ii. Upon request by Covered Entity, Business Associate immediately shall provide Covered Entity
with any keys to decrypt information that the Business Association has encrypted and maintains
in encrypted form, or shall provide such information in unencrypted usable form.
t. Retention of PHI. Except upon termination of this Agreement as provided in Section 5, below, Business
Associate and its Subcontractors or agents shall retain all PHI throughout the term of this Agreement,
and shall continue to maintain the accounting of disclosures required under Section 3.h, above, for a
period of six years.
4. OBLIGATIONS OF COVERED ENTITY
a. Safeguards During Transmission. Covered Entity shall be responsible for using appropriate safeguards
including encryption of PHI, to maintain and ensure the confidentiality, integrity, and security of PHI
transmitted pursuant to this Agreement, in accordance with the standards and requirements of the
HIPAA Rules.
b. Notice of Changes.
a.
i. Covered Entity maintains a copy of its Notice of Privacy Practices on its website. Covered Entity
shall provide Business Associate with any changes in, or revocation of, permission to use or
disclose PHI, to the extent that it may affect Business Associate's permitted or required uses or
disclosures.
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DocuSign Envelope ID: 343DE47F-8412-47FB-8F3D-56134128F3F0
Ate
Ethane's' Services
COLORADO
oR.mw.n aHum. Servres
Division of Contracts and Procurement.
ii. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI
to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent that it
may affect Business Associate's permitted use or disclosure of PHI.
5. TERMINATION
b. Breach.
i. In addition to any Contract provision regarding remedies for breach, Covered Entity shall have
the right, in the event of a breach by Business Associate of any provision of this Agreement, to
terminate immediately the Contract, or this Agreement, or both.
ii. Subject to any directions from Covered Entity, upon termination of the Contract, this
Agreement, or both, Business Associate shall take timely, reasonable, and necessary action to
protect and preserve property in the possession of Business Associate in which Covered Entity
has an interest.
Effect of Termination.
i. Upon termination of this Agreement for any reason, Business Associate, at the option of
Covered Entity, shall return or destroy all PHI that Business Associate, its agents, or its
Subcontractors maintain in any form, and shall not retain any copies of such PHI.
ii. If Covered Entity directs Business Associate to destroy the PHI, Business Associate shall
certify in writing to Covered Entity that such PHI has been destroyed.
iii. If Business Associate believes that returning or destroying the PHI is not feasible, Business
Associate shall promptly provide Covered Entity with notice of the conditions making return
or destruction infeasible. Business Associate shall continue to extend the protections of Section
3 of this Agreement to such PHI, and shall limit further use of such PHI to those purposes that
make the return or destruction of such PHI infeasible.
6. INJUNCTIVE RELIEF
Covered Entity and Business Associate agree that irreparable damage would occur in the event Business Associate
or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the HIPAA Rules or
any applicable law. Covered Entity and Business Associate further agree that money damages would not provide
an adequate remedy for such Breach. Accordingly, Covered Entity and Business Associate agree that Covered
Entity shall be entitled to injunctive relief, specific performance, and other equitable relief to prevent or restrain any
Breach or threatened Breach of and to enforce specifically the terms and provisions of this Agreement.
7. LIMITATION OF LIABILITY
Any provision in the Contract limiting Contractor's liability shall not apply to Business Associate's liability under
this Agreement, which shall not be limited.
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DocuSign Envelope ID: 343DE47F-8412-47FB-8F3D-56134128F3F0
SO
COLORADO
Financial services
Department or Huns Services
Dnrtslon of Contracts and Procurement
8. DISCLAIMER
Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement
or the HIPAA Rules will be adequate or satisfactory for Business Associate's own purposes. Business Associate is
solely responsible for all decisions made and actions taken by Business Associate regarding the safeguarding of
PHI.
9. CERTIFICATION
Covered Entity has a legal obligation under HIPAA Rules to certify as to Business Associate's Information Security
practices. Covered Entity or its authorized agent or contractor shall have the right to examine Business Associate's
facilities, systems, procedures, and records, at Covered Entity's expense, if Covered Entity determines that
examination is necessary to certify that Business Associate's Information Security safeguards comply with the
HIPAA Rules or this Agreement.
10. AMENDMENT
a. Amendment to Comply with Law. The Parties acknowledge that state and federal laws and regulations
relating to data security and privacy are rapidly evolving and that amendment of this Agreement may
be required to provide procedures to ensure compliance with such developments.
i. In the event of any change to state or federal laws and regulations relating to data security
and privacy affecting this Agreement, the Parties shall take such action as is necessary to
implement the changes to the standards and requirements of HIPAA, the HIPAA Rules and
other applicable rules relating to the confidentiality, integrity, availability and security of
PHI with respect to this Agreement.
ii. Business Associate shall provide to Covered Entity written assurance satisfactory to
Covered Entity that Business Associate shall adequately safeguard all PHI, and obtain
written assurance satisfactory to Covered Entity from Business Associate's Subcontractors
and agents that they shall adequately safeguard all PHI.
iii. Upon the request of either Party, the other Party promptly shall negotiate in good faith the
terms of an amendment to the Contract embodying written assurances consistent with the
standards and requirements of HIPAA, the HIPAA Rules, or other applicable rules.
ii. iv. Covered Entity may terminate this Agreement upon 30 days' prior written notice in the
event that:
A. Business Associate does not promptly enter into negotiations to amend the Contract
and this Agreement when requested by Covered Entity pursuant to this Section; or
B. Business Associate does not enter into an amendment to the Contract and this
Agreement, which provides assurances regarding the safeguarding of PHI sufficient,
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DocuSign Envelope ID: 343DE47F-8412-47FB-8F3D-56134128F3F0
Ate
COLORADO
Financial service.
DepanmeMd Hunan Soma.
Rivisron of Contracts and Procurement
in Covered Entity's sole discretion, to satisfy the standards and requirements of the
HIPAA, the HIPAA Rules and applicable law.
v. Amendment of Appendix. The Appendix to this Agreement may be modified or amended by the mutual
written agreement of the Parties, without amendment of this Agreement. Any modified or amended
Appendix agreed to in writing by the Parties shall supersede and replace any prior version of the
Appendix.
11. ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS
Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is
commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by Business
Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such
notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause its employees,
Subcontractors, or agents assisting Business Associate in the performance of its obligations under the Contract to,
assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall, and shall cause its
employees, Subcontractor's and agents to, provide assistance, to Covered Entity, which may include testifying as a
witness at such proceedings. Business Associate or any of its employees, Subcontractors or agents shall not be
required to provide such assistance if Business Associate is a named adverse party.
12. INTERPRETATION AND ORDER OF PRECEDENCE
Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the
HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, this Agreement shall
control. This Agreement supersedes and replaces any previous, separately executed HIPAA business associate
agreement between the Parties.
13. SURVIVAL
Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall survive
termination of this contract or this agreement and shall be enforceable by Covered Entity.
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DocuSign Envelope ID: 343DE47F-8412-47FB-8F3D-56134128F3F0
K
COLORADO
Flnendel Services
oew invent ot Human xr.�
Division of Contracts and Procurement
APPENDIX TO HIPAA BUSINESS ASSOCIATE AGREEMENT
This Appendix ("Appendix") to the HIPAA Business Associate Agreement ("Agreement") is s an appendix to the
Contract and the Agreement. For the purposes of this Appendix, defined terms shall have the meanings ascribed to
them in the Agreement and the Contract. Unless the context clearly requires a distinction between the Contract, the
Agreement, and this Appendix, all references to "Contract" or "Agreement" shall include this Appendix.
1. PURPOSE
This Appendix sets forth additional terms to the Agreement. Any sub -section of this Appendix marked as
"Reserved" shall be construed as setting forth no additional terms.
2. ADDITIONAL TERMS
a. Additional Permitted Uses. In addition to those purposes set forth in the Agreement, Business
Associate may use PHI for the following additional purposes:
i. Reserved.
b. Additional Permitted Disclosures. In addition to those purposes set forth in the Agreement, Business
Associate may disclose PHI for the following additional purposes:
i. Reserved.
c. Approved Subcontractors. Covered Entity agrees that the following Subcontractors or agents of
Business Associate may receive PHI under the Agreement:
i. Reserved.
d. Definition of Receipt of PHI. Business Associate's receipt of PHI under this Contract shall be deemed
to occur, and Business Associate's obligations under the Agreement shall commence, as follows:
i. Reserved.
e. Additional Restrictions on Business Associate. Business Associate agrees to comply with the following
additional restrictions on Business Associate's use and disclosure of PHI under the Contract:
i. Reserved.
f. Additional Terms. Business Associate agrees to comply with the following additional terms under the
Agreement:
i. Reserved.
Page 10 of 10
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Houstan Aragon
From:
Sent:
To:
Cc:
Subject:
Attachments:
Good afternoon,
Lesley Cobb
Monday, October 10, 2022 2:19 PM
CTB
HS -Contract Management
CMS #6376 - CDHS IMPACS Program Contract
2020 IMPACS Program Funding Application - Approved PA.pdf; IMPACS Application
Package (FINAL).pdf
Regarding CMS #6376 - State of Colorado Department of Human Services Contract for the Improved Payments and Child
Success (IMPACS) Program:
This contract is associated with the 3 year IMPACS grant application, referenced as Tyler ID# 20201603, which was
subsequently awarded in August of 2020. The State of Colorado has initiated this new contract to update the
terms, performance, and funding associated with the original application.
Please let me know if you have any further questions.
Thank you.
Lesley Cobb
Contract Management and Compliance Supervisor
Weld County Dept. of Human Services
315 N. 11th Ave., Bldg A
PO Box A
Greeley, CO 80632
i (970) 400-6512
El (970) 353-5212
cobbxxlk@weldgov.com
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the
person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you
have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure,
copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the
named recipient is strictly prohibited.
Contract Form
Entity Information
New Contract Request
Entity Name* Entity ID*
COLORADO DEPARTMENT OF HUMAN O020003650
SERVICES
❑ New Entity?
Contract Name. Contract ID
COLORADO DEPARTMENT OF HUMAN SERVICES (IMPACS 6376
PROGRAM GRANT CONTRACT)
Contract Status
CTB REVIEW
Contract Lead.
APEGG
Contract Lead Email
apegg0/weldgov.com;cobbx
xlkOweldgov.com
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description'
NEW CONTRACT FOR THE IMPACS PROGRAM. STATE ID #. 23 IHGA 178785. SFY 2023 350,655.20.
TO BE SIGNED VIA DOCUSIGN
Contract Description 2
PA IS ROUTING THROUGH THE NORMAL PROCESS. ETA TO CTB: 10 6 22.
Contract Type.
CONTRACT
Amount.
$56,655.20
Renewable.
NO
Automatic Renewal
Grant
IGA
Department
HUMAN SERVICES
Department Email
CM-
HurnanServices Oweldgov.co
Department Head Email
CM-HumanServices-
DeptHead0weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COU NTYATTO RN EYOWELDG
OV.COM
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Requested BOCC Agenda
Date*
10;19;2022
Due Date
10'15:2022
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are n
OnBase
Contract Dates
Effective Date
Review Date.
05:01/2023
Renewal Date
Termination Notice Period
Contact Name
Contact Type
Contact Email
Contact Phone 1
Contact Phone 2
Put
Approval Procs�
Department Head
JAMIE ULRICH
DH Approved Date
10/0612022
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
10'12,'2022
Originator
APEGG
Committed Delivery Date
Finance Approver
CHERYL PATTELLI
Expiration Date
06/30/'2023
Purchasing Approved Date
Finance Approved Date
10,/07,`2022
Tyler Ref #
AG 101222
Legal Counsel
MATTHEW CCNVROY'
Legal Counsel Approved Date
10.''07!2022
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