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Home My WebLink About20222985.tiffRESOLUTION RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR COUNTY COMPUTER REFRESH PROGRAM FOR LEASED COMPUTING ASSETS AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Intergovernmental Agreement for the County Computer Refresh Program for Leased Computing Assets 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 November 1, 2022, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Intergovernmental Agreement for the County Computer Refresh Program for Leased Computing Assets 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 sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 26th day of October, A.D., 2022. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ddthA)r...lClto%� Weld County Clerk to the Board Deputy Cler APPRO D ounty orney Date of signature: 11 /V22— Sco!CK.James, Chair Mike an, Pro-Tem cc: HSD o2/2g/23 2022-2985 HR0094 (2 — -ac+ -1D # Cs. 39a PRIVILEGED AND CONFIDENTIAL MEMORANDUM DATE: October 19, 2022 TO: Board of County Commissioners — Pass -Around FR: Jamie Ulrich, Director, Human Services RE: Intergovernmental Agreement with the Colorado Department of Human Services for the Computer Refresh Leasing 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 Department's Intergovernmental Agreement with the Colorado Department of Human Services for the Computer Refresh Leasing Program. The Colorado Department of Human Services (CDHS) offers a program for counties to lease computer equipment, software, services, and accessories. This agreement establishes the process between CDHS and the Department for leasing, maintaining, disposing, and buyout of these leased assets. The Agreement itself will be in perpetuity. The current leasing cycle for the Department will last for three (3) years starting with SFY 2022-23. The cost for this initial three (3) year cycle is $94,429.00. This Agreement has been reviewed and approved by legal (C. Perry) and is due back to CDHS by November 1, 2022. I do not recommend a Work Session. I recommend approval of this Agreement and authorize the Chair to sign the Intergovernmental Agreement and Attachment 1. Perry L. Buck Mike Freeman, Pro -Tern Scott K. James, Chair Steve Moreno Lori Saine Approve Recommendation -P� via mad, Schedule Work Session Other/Comments: Pass -Around Memorandum; October 19, 2022 - CMS ID 6392 Page 1 2022-2985 FIPN00 9 Karla Ford From: Sent: To: Subject: Attachments: Okay - approve ** Sent from my iPhone ** Scott James Wednesday, October 19, 2022 12:24 PM Karla Ford Re: Please Reply - PA FOR ROUTING: 101922 O1 Computer Refresh Leasing (CMS 6392) image002 jpg; image001 jpg; 101922 O1 Computer refresh leasing (CMS 6392).pdf Scott K. James Weld County Commissioner, District 2 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 970.336.7204 (Office) 970.381.7496 (Cell) 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. On Oct 19, 2022, at 10:32 AM, Karla Ford <kford@weldgov.com>wrote: Please advise if you approve recommendation. Karla Ford Executive Assistant & Office Manager, Board of Weld County Commissioners 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 :: kford a�.weldgov.com :: www.weldgov.com *Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** 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 hove 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. 1 Karla Ford From: Sent: To: Subject: Attachments: Approve Steve Moreno Wednesday, October 19, 2022 1:23 PM Karla Ford Re: Please Reply - PA FOR ROUTING: 101922 O1 Computer Refresh Leasing (CMS 6392) imageOO2 jpg; imageOO1.jpg; 1O1922 O1 Computer refresh leasing (CMS 6392).pdf Sent from my iPhone On Oct 19, 2022, at 1:O1 PM, Karla Ford <kford@weldgov.com>wrote: Please advise if you approve recommendation. Thank you. Karla Ford ;4 Executive Assistant & Office Manager, Board of Weld County Commissioners 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 :: kfordOmeldgov.com :: www.weldgov.com **Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** Confidentiality Notice: This electronic transmission and any attached documents or other writings ore 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. From: Alison Pegg <apegg@weldgov.com> Sent: Wednesday, October 19, 2022 1O:26 AM To: Karla Ford <kford@weldgov.com> Cc: Bruce Barker <bbarker@weldgov.com>; Cheryl Pattelli <cpattelli@weldgov.com>; Chris D'Ovidio <cdovidio@weldgov.com>; Esther Gesick <egesick@weldgov.com>; HS -Contract Management <HS- ContractManagement@co.weld.co.us>; Lennie Bottorff <bottorll@weldgov.com> Subject: PA FOR ROUTING: 1O1922 OI Computer Refresh Leasing (CMS 6392) Hi Karla, We just received approval to route the attached PA to all five Commissioners for approval: 101922 O1 Computer Refresh Leasing (CMS 6392). Thank you, Alison Pegg Contract Management and Compliance Coordinator Weld County Dept. of Human Services 315 N. 11th Ave., Bldg A 1 OPERATION MEMO Title: Changes ComputerRefresh CDHS'"'County'HP mo num CP- Outcome; Transparent, riy rte ership Pech nalogy oarcel tion, irnproV'.ed'a'sset K Ch atUte%ru anagement, reduced(:flea p y,HPRefr'esh CYF Intergovernmental e; September 30, gr Effective:`September 30, 2022,; , W ''ments (IGAs), Expires: Septer be f 30, ,.2:025 Intended recipients This communication has been sent to all county human service directors and county IT contacts. Please forward to other staff members as you deem necessary. Purpose The purpose of this memo is to inform counties about changes to the CDHS County Computer Refresh Program. Background The CDHS County Computer Refresh Program assists county staff with up-to-date computing technology for efficient and effective service delivery. CDHS and OIT facilitate three HP Lease County Computer Refresh programs; two for CBMS and one for Children, Youth, and Families (CYF)/Trails. These refresh programs occur on a three-year cycle. Trails/CYF (Children, Youth, and Families): This program provides leased devices for county Child Welfare workers. These devices are provided by HP and funded through Trails. o The Next CYF Refresh Cycle: Starting in Winter 2022 and will run through Summer 2023. CBMS Original (CO Benefits Management System): This program provides leased devices for county eligibility staff. These devices are provided by HP and funded through CBMS. o The Current CBMS Original Refresh Cycle: Started in Winter 2021 and ordering finished in July 2022. 1575 i., �s7.s Sherman Street, Denver, CO 8():F0:3 P 303.866.5 100 cdh,coiora- o.€:}m Jared Polfs, Governor l Michelle Barnes, Executive Director • CBMS Supplemental (CO Benefits Management System): This program is an extension of the CBMS Original program and provides devices for county eligibility staff. o The Next CBMS Supplemental Refresh Cycle: Starting in Fall 2024 and will run through Summer 2025. Action Over the past year, CDHS and OIT have worked together to identify, plan, and implement changes to the CDHS County Computer Refresh Program to increase efficiency, transparency, accountability, and asset management resources. Through this process, CDHS identified a need to create a budget to ensure computer costs do not negatively impact other budget lines; document the process and expectations clearly to ensure transparency and accountability, and provide the needed tools for easier asset management. 1. County HP Liaisons and County Absolute Administrators: In previous years, CDHS has not provided adequate program leadership, training resources, or asset management for county HP computing assets. To address this issue, CDHS has worked with each Option #3 county to name County HP Liaisons and County Absolute Administrators for the county. County HP Liaisons will coordinate the ordering, installation and acceptance, and de -installation and return process for leased computing assets, while County Absolute Administrators will help install Absolute Device Security in the county image and manage assets through the Absolute Service Portal. To prepare these county staff for success, CDHS and OIT will provide various training sessions during August, September, and October and publish comprehensive program guides and documentation. a. Recorded Absolute training sessions: i. August 9. 2022 Recording ii. August 11. 2022 Recording b. Recorded County HP training sessions: i. September 19, 2022 ii. $eptember 21, 2022 c. User guides: i. Absolute Service Portal Guide ii. County HP Program Guide iii. HP Customer Service Portal Guide d. County Portal Training and Resources 2. Intergovernmental Agreement (IGA): To better delineate responsibilities for the HP computer program, CDHS has drafted a three-year intergovernmental agreement (IGA) for CDHS and counties. This agreement will outline the core responsibilities for each refresh, from ordering, acceptance and installation, de -installation and device return, and what financial obligations exist for the program. The IGA will be completed before each county refresh program initiates. 3. County Refresh Budgets: In previous years, funding and allocation methodologies for the County HP computer refresh program have been undefined and outdated. To create transparency and modernize allocation methodologies, CDHS is working with each funding program, CBMS and Trails, and Finance SubPAC to create county budgets 1575 Sherman Street, Denver, CO 80203 P 303.866.5700 cdhs.colorado.gov Jared Polls, Governor I Michelle Barnes, Executive Director for each refresh program. Please note that the individual county budget allocations for each refresh will not transfer to the county, CDHS will maintain the money and be responsible for paying HP up to your allotted amount. We will provide reports on how much of your allotted amount you have used in the Settlement Accounting report. County budgets for the CYF Refresh are linked below and will be included in each individual IGA. On September 29, 2022, the state released the IGA for signature. The IGA will be sent out via email in a PDF and it will need to be signed by a county representative who is authorized to execute the agreement. Since DocuSign is not always convenient for counties, we are asking for counties to sign their PDF IGA however is convenient and email it back to Cullen Dilldine, cullen.dilldine@state.co.us, for signature at CDHS. Counties will have four weeks to review, sign, and return the IGA. Additionally, a signed IGA will be required to participate in the CYF refresh starting in December 2022. During the month -long review period, CDHS will be hosting three office hours sessions to provide additional support to counties. • County HP IGA Office Hours #1 o Wednesday, October 5 • 9:30 - 10:15 am o Google Meet joining info ■ Video call link: httas://meet.aoogle.com/bsh-hhnu-mfs ■ Or dial: 302-316-4805 PIN: 415 761 080# County HP IGA Office Hours #2 o Thursday, October 13 • 9:00 - 9:45 am o Google Meet joining info • Video call link: https://meet.google.com/tap-jbdx-qax • Or dial: 405-646-0336 PIN: 531 345 065# County HP IGA Office Hour #3 o Monday, October 17 • 2:00 - 2:45 pm o Google Meet joining info • Video call link: https://meet.google.com/zed-xkyo-cfe • Or dial: 505-738-3045 PIN: 205 781 714# During this review period, counties will be offered the opportunity to opt -out of the program. Participation in the County HP Program is not mandatory and if the county determines that it would be in their best interest to not participate, counties can opt out of the program. To opt out, counties need to notify the state of their intentions and not sign the IGA. After the signature period closes, CDHS will send out the out ordering instructions, ordering materials, month -by -month order schedules, and other supplementary information on Tuesday, November 1, 2022. CDHS acknowledges that this will represent a significant change from what was expected from counties in the past. For this reason, CDHS will be hosting two office -hour sessions for counties to ensure a smooth transition. • 2022-23 CYF Refresh Training #1 o Monday, November 7 • 1:00 - 2:30 pm • Google Meet joining info • Video call link: https://meet.google.com/kex-wdju-oae • Or dial: (US) +1 615-787-8543 PIN: 845 185 413# 1575 Sherman Street, Denver, CO 80203 P 303.866.5700 cdhs,coloraclo,gov Jared Polls, Governor I Michelle Barnes, Executive Director • More phone numbers: https://tel. meet/kex-wdju-oae?pin=1868502904221 2022-23 CYF Refresh Training #2 o Wednesday, November 16 • 1:00 - 2:30 pm • Google Meet joining info • Video call link: https://meet.google.com/chy-ahgn-pmp • Or dial: (US) +1 650-487-0621 PIN: 167 857 360# • More phone numbers: https://tel. meet/chv-ahgn-pmp?pin=4791251770950 Finally, ordering for the 2022-23 CYF program will start in December, with the first orders being due by Thursday, December 15, 2022. Attachments IGA (this version is for reference only. Please be sure to complete and sign the county -specific IGA emailed to you directly.) SOW (this version is for reference only. Please refer to the county -specific SOW that was emailed to you directly.) Allocation: Computer Refresh for Child Welfare County HP Program Guide HP Customer Service Portal Guide Supersedes N/A. Contact For more information regarding this memo, please contact Sarah Dawson, Director of Operations for Community Partnerships, sarah.dawson0state.co.us, 720-610-2419. Operation memos are active for three years; then they are archived and reissued if necessary. Access the CDHS Memo Series at cdhs.colorado.00v/our-partners/counties/cdhs-memo-series. 1575 Sherman Street, Denver, CO 80203 P 303.866,5700 ccihs.colorado.gov Jared Polls, Governor Michelle Barnes, Executive Director DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) illteIGOLOAADO nrunaidiR A rw.�unf�ws atisan of Clemons and P.o.e... STATE OF COLORADO DEPARTMENT OF HUMAN SERVICES INTERGOVERNMENTAL AGREEMENT SIGNATURE AND COVER PAGES CMS #:179171 eClearance#: 2218304 State Agency Colorado Department of Human Services Community Partnerships County Weld County Department of Human Services Contract Maximum Amount Initial Term Perpetual Maximum Amount for All Fiscal Years See Exhibit A Agreement Performance Beginning Date The later of the Effective Date or November 1, 2022. Initial Agreement Expiration Date The oldest expiration date of both Leased Computing Asset Supplier Vendor and Leasing/Financing Vendor agreements. If either Leased Computing Asset Supplier Vendor or Leasing/Financing Vendor agreement is in effect, this Agreement is in effect. The total duration of this Agreement shall be perpetual unless either Party terminates this Agreement. [This Space Intentionally Left Blank] 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: N/A Option to Increase or Decrease Maximum Amount per §5.B.v: Yes Page 1 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) Ate itmudgemica COLORADO Dlvrslm of Contracts and Procurement Authorized State Representative Insert State Representative Name, Title, Department, Address, Phone, and Email Authorized County Representative Insert County Representative Name, Title, Address, Phone, and Email Scott K, James, Chair of the Weld County Board of County Commissioners Exhibits The following Exhibits are attached and incorporated into this Agreement: Exhibit A - Statement of Work - County HP IGA Agreement Purpose The Parties are entering into this Agreement to establish a consistent procedure to extend to Colorado counties more control over their financial budget to lease computing equipment, software, service, and accessories (Leased Computing Assets) through Colorado Department of Human Services (CDHS), the Department of Personnel and Administration (DPA), Office of Information Technology (OIT), Leasing/Finance Vendor, and/or Leased Computing Asset Supplier Vendor; and to extend more control to Colorado counties over their Leased Computing Assets. This Agreement establishes Party understanding of the processes the Parties will engage in to lease, maintain, dispose of, and buyout (own) Leased Computing Assets. Signature Page Begins on Next Page THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK Page 2 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-8004-351A4DF473A4 v.4.08 (County -Leming) ISO COLORADO thion yel Union wHwn o/ Cmtraas ana o.awremeM THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT Each person signing this Agreement represents and warrants that he or sheds duly authorized to execute this Agreement and to bind the Party authorizing his or her signature. COUNTY Insert County's Full Legal Name, including "Inc.", "LLC", etc... Weld County STATE OF COLORADO Jared S. Polis, Governor Department of Human Services Michelle Barnes, Executive Director Anne -Marie Braga Deputy Executive D• By: Scott K. James, Chair of the Weld County Board of County Commissioners OCT 2 6 2022 Date: By: Name & Title of Person Signing for CDHS Docuspnea _" ,, - 1593DACFCB70480... 2/13/2023 Date: 2nd State or County Signature if Needed LEGAL REVIEW Philip J. Weiser, Attorney General By: N/A By: Name & Title of Person Signing for Signatory Date: Assistant Attorney General Date: N/A In accordance with §24-30-202 C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorzed delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD ocuSiyned by: Devi W OO..By.axcaEDi1DC41(i Andrea Eurich /Toni Williamson 2/13/2023 Effective Date: Page 3 of 35 recl DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-6004-351A4DF473A4 v.4.08 (County -Leasing) ISO COLORADO up.e.e.am.w�.. 01.4. of Cmvects and Procurement -- Signature and Cover Pages End -- TABLE OF CONTENTS SIGNATURE AND COVER PAGES 1. PARTIES 4 2. TERM AND EFFECTIVE DATE .4 3. DEFINITIONS 6 4. STATEMENT OF WORK 11 5. PAYMENTS TO CONTRACTOR 10 6. REPORTING -NOTIFICATION 13 7. CONTRACTOR RECORDS 14 8. CONFIDENTIAL INFORMATION -STATE RECORDS 15 9. CONFLICTS OF INTEREST 16 10. INSURANCE 17 11. BREACH OF CONTRACT 20 12. REMEDIES 20 13. STATE'S RIGHT OF REMOVAL .22 14. DISPUTE RESOLUTION 22 15. NOTICES AND REPRESENTATIVES 23 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 23 17. STATEWIDE CONTRACT MANAGEMENT SYSTEM 25 18. GENERAL PROVISIONS 25 19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 30 20. DEPARTMENT OF HUMAN SERVICES PROVISIONS 33 1. PARTIES This Agreement is entered into by and between the County named on the Signature and Cover Pages for this Agreement (the "County"), and the STATE OF COLORADO acting by and through the Colorado Department of Human Services (the "State" or "CDHS"). County and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date. The State shall not be bound by any provision of this Agreement before the Effective Date and shall have no obligation to pay County for any Work performed or expense incurred before the Effective Date or after the expiration or sooner termination of this Agreement. Page 4 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) a®JIICOLORADO d�s�.vs The Parties' respective performances under this Agreement shall commence on the 'Agreement Performance Beginning Date shown on the Signature and Cover Pages for this Agreement and shall terminate on the Initial Agreement Expiration Date shown on the Signature and Cover Pages for this Agreement (the "Initial Term") unless sooner terminated or further extended in accordance with the terms of this Agreement. C. Extension Terms - State's Option If the Signature and Cover Pages for this Agreement 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 Agreement beyond the Initial Term for a period, or for successive periods, at the same rates and under the same terms specified in the Agreement (each such period an "Extension Term"). In order to exercise this option, the State shall provide written notice to County. The State may include and incorporate a revised budget, as long as the revised budget does not unilaterally change rates or terms specified in the Agreement. Except as stated in §2.D, the total duration of this Agreement, including the exercise of any options to extend, shall not exceed S 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 Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion, upon written notice to County 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 Agreement including, but not limited to, prices, rates, and service delivery requirements. The provisions of this Agreement 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 Agreement. E. Early Termination in the Public Interest Both Parties are entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, the State, in its discretion, may terminate this Page 5 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.88 (County -Leasing) nocoLoeAoo Ws. a/ Contracts and Procurement Agreement in whole or in part. The County may terminate this Agreement in whole and must pay its financial obligation to the State, in accordance with the Exhibits to this Agreement A determination that this Agreement 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 Agreement by the State for breach by County, which shall be governed by § 12.A.i. i. Method and Content The State shall notify County of such termination in accordance with §15. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement, and shall include, to the extent practicable, the public interest justification for the termination. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, County shall be subject to the rights and obligations set forth in §12.A.i.a. iii. Payments If the State terminates this Agreement in the public interest, the County shall pay the State the amounts established in the Exhibits of this Agreement. 3. DEFINITIONS The following terms shall be construed and interpreted as follows: A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. 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 Agreement exclusively. B. "Agreement Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the County under this Agreement. C. "Allocation" means the funds the State apportions to each County that participates in the Leased Computer Asset process so Counties may acquire Leased Computing Assets through the State lease program. Counties may not exceed their apportioned amount when selecting a quantity of Leased Computer Assets. D. "Breach of Agreement" means the failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory Page 6 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v4.08 (County -Leasing) go Tinny:IN Semites COLORADO tinny[.. Chrism ;Contacts and Raurement manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against County, or the appointment of a receiver or similar officer for County 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 County is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or suspension shall constitute a breach. E. "Business Day" means any day other than Saturday, Sunday, or a Legal Holiday as listed in §24-11-101(1) C.R.S. F. "Buyout Fee" mean all amounts owed by County to a Leasing/Financing Vendor for the Leased Computing Assets for which it received a buyout agreement to buy the Leased Computer Assets. F. "Chief Procurement Officer" means the individual to whom the Executive Director has delegated his or her authority pursuant to §24-102-202(6), C.R.S. to procure or supervise the procurement of all supplies and services needed by the state. G. "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. H. "Computer Lease" means the agreement entered into by State to deliver certain identified Leased Computing Assets from a Leased Computing Asset Supplier Vendor and pay a lease fee to a Leasing/Financing Vendor. Also known as the Lease Schedule. I. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. J. "County Refresh" or "County Original" means one of three annual periods where Leased Computing Assets may be re -ordered. The three periods are for CMBS original Leased Computing Assets, CMBS Refresh Leased Computing Assets, and CYF Leased Computing Assets. K. "De -installation" means sanitization/wipe of HDD, removing all Leased Computing Assets from site. L. "Delivery" means transporting all Leased Computing Assets to designated location according to County location. Does not include - unboxing and removal of empty boxes. M. "End of Term Extension" means the time period defined in §2.D. N. "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature Page for this Agreement. If this Agreement is for a Major Information Technology Project, as defined in Page 7 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-6004-351A4DF473A4 v.4.08 (County -Leasing) MO COLORADO Iod §24-37.5-102(2.6), then Effective Date of this Agreement shall be the later of the date on which this Agreement is approved and signed by the State's Chief Information Officer or authorized delegate or the date on which this Agreement is approved and signed by the State Controller or authorized delegate, as shown on the Signature and Cover Page for this Agreement. O. "Exhibits" means the exhibits and attachments included with this Agreement as shown on the Signature and Cover Pages for this Agreement. P. "Extension Term" means the time period defined in §2.C. Q. "Goods" means any movable material acquired, produced, or delivered by State as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by State, or on behalf of State, in connection with the Services. R. "Imaging" means installation of County provided hard drive image. Update Bios/firmware to current versions. S. "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation, (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State's knowledge, instruction, or consent. T. "Initial Term" means the time period defined in §2.B. U. "Installation" means all Leased Computing Assets will be unboxed/staged, and the trash will be removed by the Leased Computing Asset Supplier Vendor or its subcontractors; and data will be migrated, ensure network connectivity, printer capability, and end -user acceptance. V. "Lease Buyout" means for lost, stolen, broken, and retained County Leased Computing Asset, County shall obtain a buyout agreement from either the Leased Computing Asset Supplier Vendor or Leasing/Financing Vendor which will contain identifying information for buyout device(s), such as a serial number, if applicable, and a purchase/buyout price, of which County shall pay either the Leased Computing Asset Supplier Vendor or Leasing/Financing Vendor directly. W. "Lease Period" means the lease period stated on the Lease Schedule, typically a three-year term. Page 8 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) AB®ICOLORAOO X. "Lease Schedule" means the agreement entered into by State to deliver certain identified Leased Computing Assets from a Leased Computing Asset Supplier Vendor and pay a lease fee to a Leasing/Financing Vendor. Also known as the Computer Lease. Y. "Leased Computing Asset" means computing equipment including but not limited to desktops, laptops, tablets; computing accessories, software, and service level agreement leased by County. Z. "Leased Computing Asset Vendor" means the contractor engaged by State to deliver, directly or through a subcontractor, Leased Computing Assets to County. The Service Level Agreement selected by the County will dictate after -delivery -service performed by the Leased Computing Asset Vendor, or its subcontractors. AA. "Leasing/Finance Vendor" means the contractor engaged by State to implement and operationalize the financing component of the Leased Computing Asset transaction. BB. "Option 2 County" means This option is intended for a County that does not have any information technology department or staff. The State will be responsible for infrastructure installation and support of the leased equipment in its entirety; this may include the following: servers, routers, laptops, desktops, and other hardware; and connectivity to the Colorado State Network (CSN) using leased data communications circuit(s). CC. "Option 3 County" means This option is intended for a County that employs an Information Technology (IT) staff on -site who will perform all DHS state access duties in compliance with OIT and CDHS standards and procedures. The State recognizes that the County has made a substantial investment in significant and valuable resources that will be used for the support of this infrastructure. As such, the State agrees to cooperate with the County towards reasonable and secure use of County -created applications and services. Under Option 3, the County may elect to designate a single point of contact for the leased infrastructure in the County, or the County may elect to designate more than one individual. The name(s) and contact information of that individual(s) will be communicated to the State and Identity & Access Management in order to ensure seamless communication. An Option 3 County, as defined, has an existing County -owned Network as its infrastructure support solution. This option provides the County with a significant amount of responsibility for the support of the installed infrastructure. The State will only be responsible for any leased equipment including routers, computers, and connectivity to the State -Wide Area Network using the leased data communications circuit(s). The County will be responsible for the County -owned network equipment, and for managing the County Help Desk to provide support to the Core Application end -users. Page 9 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-0004-351A4DF473A4 v.4.08 (County -Leasing) Mel COLORADO Mandel Caviar aw-a..aasa.n.�s..sm DM.. GI Contracts and Rauremntt DD. "Party" means the State or County, and "Parties" means both the State and County. EE. "PCI" means payment card information including any data related to credit card holders' names, credit card numbers, or the other credit card information as may be protected by state or federal law. FF. "P1I" 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. GG. "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. HH. "Service Level Options" means the Delivery, Imaging, Installation and/or De -installation services options available through the lease process. Each Leased Computing Asset will also select a Service Level Option when selecting which. Service Level Options are either Service Level Option 1, Service Level Option 2, or Service Level Option 3.S. "Service Level Option 1" means delivery and de -installation. II. "Service Level Option 2" means Delivery, Imaging, De -installation. Transporting all equipment including peripheral to designated location by County. Does not include — unboxing and removal of empty boxes. All assets will be imaged using County provided image. The Leased Computing Asset Supplier Vendor will update Bios/firmware to current. De -installation of old equipment, sanitization/wipe of HDD, removing all equipment, peripherals from site. JJ. "Service Level Option 3" means Delivery, Imaging, Installation, De -installation. Transporting all equipment including peripheral to designated location by County. All Leased Computing Assets will be unboxed/staged, and the trash will be removed by the Leased Computing Asset Supplier Vendor. All assets will be imaged using County provided image. The Page 10 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-6004-351A4DF473A4 v.4.08 (County -Leasing) a®I COLORADO C.1.. of Contracts and Procurement Leased Computing Asset Supplier Vendor will update Bios/firmware to current. The Leased Computing Asset Supplier Vendor will install new equipment per process: indues — data migration, network connectivity, printer capability, and end user acceptance. De -installation of old equipment, sanitization/wipe of HDD, removing all equipment, peripherals from site.. KK. "Services" means the services to be performed by State as set forth in this Agreement and shall include any services to be rendered by State in connection with the Goods. LL. "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, PH, 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 either Party to the other Party of this Agreement which (i) is subject to disclosure pursuant to CORA; (ii) is already known to either Party without restrictions at the time of its disclosure to either Party; (iii) is or subsequently becomes publicly available without breach of any obligation owed by either Party; (iv) is disclosed to either Party, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was ndependenttly developed without reliance on any State Confidential Information. MM. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S. NN. "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. OO. "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. PP. "Subcontractor" means third parties, if any, engaged by either Party or Leased Computing Asset Supplier Vendor or Leasing/Finance Vendor to aid in performance of the Work. QQ. "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. RR. "Work" means the Goods delivered and Services performed pursuant to this Agreement and Exhibits. Page 11 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-6004-351A4DF473A4 v.4.08 (County -Leasing) aoCOLORADO tt+v.a.�adt+.nnlwws gmsbn of Contacts and Procurement SS. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product" does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 4. STATEMENT OF WORK Both Parties shall complete the Work as described in this Agreement and in accordance with the provisions of the Exhibits. The Parties shall have no liability to compensate Parties for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement. 5. PAYMENTS TO CONTRACTOR A. Maximum Amount Payments to either Party are limited to the amounts established in the Exhibits of this Agreement. B. Payment Procedures i. Invoices and Payment a. The County shall pay State in the amounts and in accordance with the Exhibits. b. State shall initiate payment requests by invoice to the County, in a form and manner approved by the State. Invoicing is a material component of Agreement performance and corresponding Deliverables. Invoices shall be due to the County within 45 days of work performed by the State, 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 State fails to timely and/or properly invoice the County, the County may not be obligated to pay the bill resulting from said invoice. Failure to timely and/or properly invoice the County is a material breach of this Agreement which would be cause for the County to refuse payment and/or terminate the contract on these grounds in whole or in part, at the County's discretion. Page 12 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-8004-351A4DF473A4 v.4.08 (County -Leasing) acICOLORADO c. The County shall pay each invoice within 45 days following the County's receipt of that invoice, so long as the amount invoiced correctly represents Work completed by State and previously accepted by the County during the term that the invoice covers. If the County determines that the amount of any invoice is not correct, then State 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 Agreement. ii. Interest Amounts not paid by the County within 45 days of the County'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 County disputes in writing. State shall invoice the County 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 State disputes any calculation, determination or amount of any payment, State shall notify the County in writing of its dispute within 30 days following the earlier to occur of State's receipt of the payment or notification of the determination or calculation of the payment by the County. The County will review the information presented by State and may make changes to its determination based on this review. The calculation, determination, or payment amount that results from the County'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 County has concluded its review, and the County 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 County or State established Allocation for County beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Agreement 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 Agreement Funds, the State's obligation to pay County or to establish an Allocation for County shall be contingent upon such non -State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Agreement Funds, and the State's liability for such payments shall be limited to the amount remaining of such Agreement Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or Page 13 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-6004-351A4DF473A4 v.4.08 (County -Leasing) *®ICOLOIitaDO nwnd.r so.b.. DINsi. ;Claw*. nd Pracuremn:l 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 Agreement were terminated in the public interest as described in §2.E. v. Option to Increase Maximum Amount If the Signature and Cover Pages for this Agreement 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 Agreement, and increase or decrease the maximum amount payable accordingly. In order to exercise this option, the State shall provide written notice to County. Delivery of Goods and performance of Services shall continue at the same rates and terms as described in this Agreement. The State may include and incorporate a revised budget, as long as the revised budget does not unilaterally change rates or terms specified in the Agreement. 6. REPORTING - NOTIFICATION A. Litigation Reporting If County is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect County's ability to perform its obligations under this Agreement, County 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 as provided in §15. B. 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., State shall provide written notice to the County, in accordance with §15 and in a form designated by the County, within 20 days following the earlier to occur of State'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 such Services at such location or locations, and such notice shall be a public record. Knowing failure by State to provide notice to the County under this section shall constitute a breach of this Agreement. This section shall not apply if the Agreement Funds include any federal funds. 7. CONTRACTOR RECORDS A. Maintenance Page 14 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.0S (County -Leasing) aoCOLORADO oMswn at Cantrxtx ane Procurement Both Parties shall maintain a file of all documents, records, communications, notes and other materials relating to the Work (the "Work Records"). Work Records shall include all documents, records, communications, notes and other materials maintained by both Parties that relate to any Work performed by Subcontractors required to ensure proper performance of that Work. Both Parties shall maintain Work Recordt until the last to occur of: (i) the date 3 years after the date this Agreement expires or is terminated, (ii) final payment under this Agreement is made, (iii) the resolution of any pending Agreement matters, or (iv) if an audit is occurring, or either Party 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 County shall permit the State, the federal government, and any duly authorized agent of a governmental entity, to audit, inspect, examine, excerpt, copy and transcribe County Records during the Record Retention Period. County shall make County Records available during normal business hours at County's office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days' notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State, in its discretion, may monitor County's performance of its obligations under this Agreement using procedures as determined by the State. The State shall monitor County's performance in a manner that does not unduly interfere with County's performance of the Work. D. Final Audit Report County shall promptly submit to the State a copy of any final audit report of an audit performed on County's records that relates to or affects this Agreement or the Work, whether the audit is conducted by County or a third party. 8. CONFIDENTIAL INFORMATION -STATE RECORDS A. Confidentiality County shall keep confidential and cause all its Subcontractors to keep confidential, all State Records, unless those state Records are publicly available or subject to disclosure under CORA. County shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law, required by CORA, or approved in writing by the State. Page 15 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.0S (County -Leasing) 4®1 COLORADO IYtutddtent= up.a.w a wurrn ftnor Dlrisron of Contracts and Procurement B. Other Entity Access and Nondisclosure Agreements County may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. County shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. County shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use, Security, and Retention County shall use, hold, and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. County shall provide the State with access, subject to County's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, County shall return State Records provided to County or destroy such State Records and certify to the State that it has done so, as directed by the State. If County is prevented by law or regulation from returning or destroying State Confidential Information, County warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If County becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless County can establish that none of County or any of its agents, employees, assigns, or Subcontractors are the cause or source of the Incident, County shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, County 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 will seek County input regarding remediation steps. After considering County input, the State may, in its sole discretion and at County's sole expense, require County to engage the services of an independent, qualified, State -approved third party to conduct a security audit. County shall provide the State with the results of such audit and evidence of County's planned remediation in response to any negative findings. Page 16 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) go COLORADO nwdrs...w. E. Data Protection and Handling County shall ensure that all State Records and Work Product in the possession of County or any Subcontractors are protected and handled in accordance with the requirements of this Agreement, including the requirements of any Exhibits hereto, at all times. F. Safeguarding PII If County or any of its Subcontractors will or may receive PH under this Agreement, County shall provide for the security of such PH, 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. County 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. 9. CONFLICTS OF INTEREST A. Actual Conflicts of interest County 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 County under this Agreement. Such a conflict of interest would arise when a County or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. B. Apparent Conflicts of Interest County acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State's interests. Absent the State's prior written approval, County shall refrain from any practices, activities or relationships that reasonably appear to conflict with the full performance of County's obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if County is uncertain whether a conflict or the appearance of a conflict has arisen, County 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 regarding the actual or apparent conflict constitutes a breach of this Agreement. D. County shall maintain a written conflict of interest policy. County shall provide the written conflict of interest policy to the State upon request. Page 17 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) a,ICOLORADO DlNsan of Cannatts and h«...aunt 10. INSURANCE County shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance, as specified in this section, at all times during the term of this Agreement to the extent that such insurance policies are required as shown on the Signature and Cover Page for this Agreement. All insurance policies required by this Agreement 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 County 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 1 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 loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $2,000,000 general aggregate. Page 18 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County-Leasing) Alt®ICOLORADo iii. Notwithstanding sections D(i) and (ii) above, if County has State Confidential Information for 10 or fewer individuals or revenues of $250,000 or less, County shall maintain limits of not less than $50,000. iv. Notwithstanding sections D(i) and (ii) above, if County has State Confidential Information for 25 or fewer individuals or revenues of $500,000 or less, County 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. 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 County and Subcontractors. I. Primacy of Coverage Page 19 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-5004-351A4DF473A4 v.4.08 (County -Leasing) aelCOIORADO ne.ndral sado.. aP.a�.dw.�tw.v. Oivi,ton of Cant+ac[s and Prawernent Coverage required of County and each Subcontractor shall be primary and noncontributory over any insurance or self-insurance program carried by County 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 County and County shall forward such notice to the State in accordance with §15 within 7 days of County's receipt of such notice. K. Subrogation Waiver All insurance policies secured or maintained by County or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against County or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. L. Public Entities If County is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"), County shall maintain, in lieu of the liability insurance requirements stated above, at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, County shall ensure that the Subcontractor always maintains, during the terms of this Agreement, 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 County shall provide to the State certificates evidencing County's insurance coverage required in this Agreement upon request by the State following the Effective Date. County shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement upon request by the State following the Effective Date, except that, if County's subcontract is not in effect as of the Effective Date, County shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement upon request by the State following County's execution of the subcontract. Upon request by the State County shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the State, County shall, within 7 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 Page 20 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) SO COLORADO fln.oera.nbs In the event of a Breach of Agreement, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the Breach of Agreement, 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 Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in the Agreement in order to protect the public interest of the State; or if County 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 Agreement in whole or in part or institute any other remedy in this Agreement as of the date that the debarment or suspension takes effect. 12. REMEDIES A. State's Remedies If County is in breach under any provision of this Agreement 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 Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of County's uncured breach, the State may terminate this entire Agreement or any part of this Agreement. County shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, County 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, County 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 Agreement's terms. At the request of the State, County shall assign to the State all of County's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, County shall take timely, reasonable and necessary action to protect and preserve property in the possession of County but in which the State has an interest. At the State's request, County shall return materials owned by the State in County's possession at the time of any termination. County 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 Page 21 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) S® AniseMI Senior COLORADO D.A. of Ca=rs a.a Prauement Notwithstanding anything to the contrary, the State shall only pay County for overpayment received as of the date of termination. If, after termination by the State, the State agrees that County was not in breach or that County's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.E. c. Damages and Withholding Notwithstanding any other remedial action by the State, County shall remain liable to the State for any damages sustained by the State in connection with any breach by County, and the State may withhold payment to County for the purpose of mitigating the State's damages until such time as the exact amount of damages due to the State from County is determined. The State may withhold any amount that may be due County 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 County's performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling County to an adjustment in price or cost or an adjustment in the performance schedule. County 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 County after the suspension of performance. b. Withhold Delivery of Leased Computing Asset(s) Withhold delivery of Leased Computing Asset(s) to County until County corrects its payment to the State. c. Deny Overpayment Reimbursement Deny overpayment reimbursed to County, provided, that any denial of payment shall be equal to the value of the County overpayment to the State. 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, County shall, as approved by the State, (i) secure that right to use such Work for the State and County; (ii) replace the Work with non -infringing Work or modify the Work so that it becomes Page 22 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) S® zandil Swim COLORADO Dusan a tonerxe: ena ar«r�r non -infringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. B. County's Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, County, following the notice and cure period in §11 and the dispute resolution process in §I4, shall have all remedies available at law and equity. 13. STATE'S RIGHT OF REMOVAL The State shall notify County, at any time, regardless of whether County is in breach, with a recommendation to immediately remove any of County'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 Agreement 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 Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by County for resolution. B. Resolution of Controversies If the initial resolution described in §14.A fails to resolve the dispute within 10 Business Days, County shall submit any alleged breach of this Agreement by the State to the Procurement Official of CDT -IS as described in §24-101-301(30), C.R.S. for resolution in accordance with the provisions of §§24-106-109 and 24-109-101.1 through 24-109-505, C.R.S., (the "Resolution Statutes"), except that if County wishes to challenge any decision rendered by the Procurement Official, County'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 County 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 Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by Page 23 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) got COLORADO lYradalfavka u,.o..r.e. Dr.lf�m of C=ts.s rd Pr«uremem certified or registered mail to such Party's principal representative at the address set forth on the Signature and Cover Pages for this Agreement 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 Agreement. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party's principal representative at the address set forth 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 Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product County assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. Whether or not County is under contract with the State at the time, County shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses, and other intellectual property rights related to the Work Product. To the extent that Work Product would fall under the definition of "works made for hire" under 17 U.S.C.S. §101, the Parties intend the Work Product to be a work made for hire. i. Copyrights To the extent that the Work Product (or any portion of the Work Product) would not be considered works made for hire under applicable law, County 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 County cannot make any of the assignments required by this section, County hereby grants to the State a perpetual, irrevocable, royalty -free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. Patents Page 24 of 35 DocuSign Envelope ID:4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) M® Finendaliervbis COLORADO Drvisbn o/ Cmbacts aM N«urement In addition, County 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 County that are necessarily infringed by the Work Product alone, or by the combination of the Work Product with anything else used by the State. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, "State Materials"). County shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of County's obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, County 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 County County retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to County 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 County under the Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, "County Property"). County Property shall be licensed to the State as set forth in this Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement; (ii) obtained by the State from the applicable third -party vendor; or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 17. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to State under this Agreement is $100,000 or greater, either on the Effective Date or at any time thereafter, this section shall apply. County agrees to be governed by and comply with the provisions of §§24-1.06-103, 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"). County's performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller Policies. 18. GENERAL PROVISIONS Page 25 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-6004-351A4DF473A4 v.4.08 (County -Leasing) LORADO g,ICO o1,e.en m f.r....MProcurement A. Assignment County's rights and obligations under this Agreement 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 County's rights and obligations approved by the State shall be subject to the provisions of this Agreement B. Subcontracts Unless other restrictions are required elsewhere in this Agreement, County shall not enter into any subcontract in connection with its obligations under this Agreement without providing notice to the State. The State may reject any such subcontract, and County 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. County shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts entered into by County in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. C. Binding Effect Except as otherwise provided in §I 8.A., all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties' respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party's obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits, or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding Page 26 of 35 DocuSign Envelope ID:4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) g,ICOLORADO This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. H. Digital Signatures If any signatory signs this Agreement using a digital signature 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 Agreement by reference. I. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, 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 Agreement to a statute, regulation, State Fiscal Rule, fiscal policy, or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. K. Order of Precedence In the event of a conflict or inconsistency between this Agreement and. any Exhibits or attachments such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Federal Provisions (if any). ii. Colorado Special Provisions in §19 of the main body of this Agreement. iii. HIPAA Business Associate Agreement (if any). iv. Information Technology Provisions Exhibit (if any). v. The provisions of the other sections of the main body of this Agreement. vi. Any other Exhibit(s) shall take precedence in alphabetical order. Page 27 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) *.ICOLORADO no.M... d rae,.t s..e. IN.. of Cmeraces and Procurement 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 County'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 Agreement. M. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of the Agreement. N. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of the Contract shall survive the termination or expiration of the Agreement 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 Li, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq. C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on County. County shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that County may wish to have in place in connection with this Agreement. P. Third Party Beneficiaries Except for the Parties' respective successors and assigns described in §18.A., this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement, 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 Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall Page 28 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-8004-351A4DF473A4 v.4.08 (County -Leming) go COLORADO ewnnrSiavla. 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 Agreement 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 County shall perform its obligations under this Agreement in accordance with the highest standards of care, skill, and diligence in County's industry, trade, or profession. T. Licenses, Permits, and Other Authorizations. County shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all licenses, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. U. Indemnification i. Applicability This entire §18.0 does not apply to County if County is a "public entity" within the meaning of the GIA. ii. General Indemnification County 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 County, or its employees, agents, Subcontractors, or assignees in connection with this Agreement. iii. Confidential information Indemnification Disclosure or use of State Confidential Information by County in violation of §8 may be cause for legal action by third parties against County, the State, or their respective agents. County 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 Page 29 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) *0 COLORADO OMfbn o/ C=t, and lkoculemenl State in relation to any act or omission by County, or it§ employees, agents, assigns, or Subcontractors in violation of §8. iv. Intellectual Property Indemnification County 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 Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. V. Other i. Compliance with State and Federal Law, Regulations, & Executive Orders County 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 Agreement. ii. Accessibility County shall comply with and adhere to Section 508 of the U.S. Rehabilitation Act of 1973, as amended, and §§24-85-101, et seq., C.R.S. County shall comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards and available at https://www.w3.org/TR/WCAG21/. 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 Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If this Agreement is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Agreement 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. C. GOVERNMENTAL IMMUNITY. Page 30 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-6004-351A4DF473A4 v.4.08 (County -Leasing) a® COLORADO Mvism of Cmuxa W Praurcmn,t Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. • C.R.S. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR. County shall perform its duties hereunder as an independent contractor and not as an employee. Neither County nor any agent or employee of County shall be deemed to be an agent or employee of the State. County shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. County 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 County or any of its agents or employees. County shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. County 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. County 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 Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Agreement that requires the State to indemnify or hold County harmless; requires the State to agree to binding arbitration; limits County's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this Page 31 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) g®ICOLORADO 16tudal aato. Division of Contracts and Prouuemert provision in any way shall be void ab initio. Nothing in this Agreement 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 Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. County hereby certifies and warrants that, during the term of this Agreement and any extensions, County has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that County is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. County has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of County's services and County 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 County in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by County by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and County, or by any other appropriate method for collecting debts owed to the State. K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S. Page 32 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) aQ COLORADO Sanbu [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] County certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify Program or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., County shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a Subcontractor that fails to certify to County that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. County (i) shall not use E -Verify Program or the program procedures of the Colorado Department of Labor and Employment ("Department Program") to undertake pre -employment screening of job applicants while this Agreement is being performed, (ii) shall notify the Subcontractor and CDHS within 3 days if County has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If County participates in the Department program, County shall deliver to CDHS a written, notarized affirmation, affirming that County has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If County fails to comply with any requirement of this provision or §§8-17.5-101 et seq., C.R.S., CDHS may terminate this Agreement for breach and, if so terminated, County shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. County, if a natural person 18 years of age or older, hereby swears and affirms under penalty of perjury that County (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101 et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S. prior to the Effective Date of this Agreement. 20. DEPARTMENT OF HUMAN SERVICES PROVISIONS A. Exclusion, Debarment and/or Suspension County represents and warrants that County, 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 Page 33 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) aeiCOLORADO F�nddfanbr oo.e�rt attbr.tfw.tn. pinto. of Contracts and Procurement "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 County, 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 Agreement, County 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 County, the State may immediately terminate this Agreement. B. Emergency Planning If County 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., County 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, County 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, County 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 County shall not: i. discriminate against any person on the basis of race, color, national origin, age, sex, religion or handicap, including Acquired Immune Deficiency Syndrome (AIDS) or AIDS related conditions. ii. exclude from participation in, or deny benefits to any qualified individual with a disability, by reason of such disability. Any person who thinks he/she has been discriminated against as related to the performance of this Agreement 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. §27-90-11l, 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: Page 34 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 (County -Leasing) me COLORADO Man.' Sen.; 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 -ill to the State. Any County 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 County 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, County shall collect and maintain Agreement performance data, as determined solely by the State. Upon request, County shall provide the Agreement performance data to the State. This provision does not allow the Stale 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, County 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 County. If so, County shall promptly comply upon notice. REST OF PAGE INTENTIONALLY LEFT BLANK Page 35 of 35 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-6004-351A4DF473A4 v.4.08 COLORADO Financial service, txo.rmer+ar�uru� DiNs.. of Contracts and Procurement Exhibit A — Statement of Work This Exhibit A addresses the responsibilities of the Colorado Department of Human Services (State) and Weld County Human Services Department ("County"), in the funding of and engagement of a Leased Computing Assets Contract. This Agreement applies to any County Leased Computing Asset Lease Schedule entered into in November 2022 and every subsequent Leased Computing Asset order, unless Agreement is terminated by either Party. 1. State Responsibilities a. County Leased Computing Asset Overview i. State is responsible for facilitating the County Leased Computing Asset process, with County input and implementation by a Leased Computing Asset Supplier Vendor and Leasing/Financing Vendor and third -party subcontractors, for Option 2 and 3 Counties and selection and deployment of Leased Computing Assets. County will order Leased Computing Assets each year on a rotating basis for three different programs, one year for each program for a total of three one-year cycles, CBMS Original orders, CBMS refreshed orders, and Children, Youth, and Families (CYF) refreshed orders. ii. State shall order Leased Computing Assets and Service Level Options on behalf of County in compliance with State configuration standards. b. State Notification to County i. State shall provide notification to the County of Leased Computing Assets that are set to expire, no later than 30 days before expiration. ii. At the same time the above l.b.i. notification takes place, State, through its Leased Computing Asset Supplier Vendor or Leasing/Financing Vendor, shall notify County which Leased Computing Asset (identified via serial number — and located by County, via end -user and Absolute software) shall be returned by County to Leased Computing Asset Supplier Vendor or its third -party contractor. iii. In the State's sole discretion, State shall provide County with any shared information relevant to County performance, and/or suggestions for improvement and/or expansion of this Agreement or the Leased Computing Asset Program. c. Communication Management i. The State shall manage communication between the State, the State's IT Service Delivery & Vendor Partner , and the Governor's Office of Information Technology (OIT), Counties, and the Leased Computing Asset Supplier Vendor and the Leasing/Financing Vendor. d. Leased Computing Asset Reconciliation i. The State shall facilitate the Leased Computing Asset reconciliation process for Leased Computing Assets at the end of the three-year lease cycle, to assist in returning Leased Computing Assets to the Leasing/Financing Vendor, communicating County financial obligation calculated by the Page 1 of 9 DocuSign Envelope ID: 4EC18EB1-6O1C-46E3-B004-351A4DF473A4 v.4.08 AIM COLORADO Leasing/Financing Vendor, such as renewal lease fees for Leased Computing Assets that will continue to be used and buyout offers for lost, stolen or broken (not covered under warranty). ii. The State shall facilitate proper Leased Computing Asset reconciliation by offering adequate asset management resources and training in order to ensure sufficient asset management at the County. e. Allocation Report i. The State will provide the County with monthly Allocation reports and will conduct a meeting every six months to review the Allocation balance, expenditures, and Party performance. f. Absolute Software i. The State shall not utilize Absolute in an attempt to locate County personnel assigned to the Leased Computing Device except in the instances of an emergency or in determining whether the Leased Computing Device is being used for purposes outside the terms of this Agreement. The State might also pull data reports from the county's Absolute console in a number of different scenarios, including but not limited to: 1. If the County reports and suspects that the Leased Computing Device has either gone missing or has been stolen. 2. If the County reports or suspects that the Leased Computing Device has been damaged or determined to be broken. 3. If the Leased Computing Assets Supplier Vendor reports that the device is expired and has been unreturned after the County has received, accepted, and installed refreshed the Leased Computing Device. ii. The State shall periodically audit random Leased Computing Assets to ensure that the Absolute software is installed, activated, and properly configured. iii. The State shall utilize Absolute to audit Leased Computing Assets that are reported in use by the County after the three-year lease cycle. 2. County Responsibilities a. Option 2 County versus Option 3 County Responsibility i. Responsibilities for the HP Computer Refresh Program differ based upon whether the County is an Option 2 or Option 3 County. I. Option 2 Counties are counties that receive 'To the Desk' support for IT infrastructure and hardware. This option is intended for a County that does not have any information technology department or staff. The State will be responsible for infrastructure installation and support of the leased equipment in its entirety; this may include the following: servers, routers, laptops, desktops, and other hardware; and connectivity to the Colorado State Network (CSN) using leased data communications circuit(s). 2. Option 3 Counties are counties that receive 'To the Door' support for IT infrastructure and hardware. This option is intended for a County that employs an Information Technology (IT) staff on -site who will perform all DHS state access duties in compliance with OIT and Page 2 of 9 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 go COLORADO Finandase.a«, o�owm�n «rom., sir . CDHS standards and procedures. The State will only be responsible for any leased equipment including routers, computers, and connectivity to the State -Wide Area Network using the leased data communications circuit(s). ii. Responsibilities for Option 2 Counties 1. Option 2 Counties receive IT support from the State IT Service Delivery Provider & Vendor Partner for the HP Computer Refresh program, including, but not limited to, a. Leased Computing Asset ordering b. Providing an image to HP for imaging the County Order, including installing Absolute within the county image c. Installation services for new Leased Computing Assets d. Gather expired Leased Computing Assets at the end of the three-year lease cycle e. Asset management for lost, stolen, or broken Leased Computing Assets, either during the three year lease cycle or at the end of the three year lease cycle, by using the HP Customer Service Portal and the Absolute Console iii. Responsibilities for Option 3 Counties 1. Option 3 Counties are responsible for satisfying all responsibilities of the HP Computer Refresh program through local IT support. b. Acceptance and Documentation i. When County accepts the delivery of Leased Computing Assets and the installation thereof, County shall provide State with County signed proof of acceptance and installation of Leased Computing Assets delivered by Leased Computing Asset Supplier Vendor or its third -party subcontractors after County: 1. inspects Leased Computing Assets and accepts Leased Computing Assets, 2. signs confirmation of acceptance and installation of Leased Computing Assets, and 3. maintains a copy of the signed acceptance and installation. ii. Signed documentation that County accepts the delivery of Leased Computing Asset and the installation thereof, shall contain: 1. the Lease schedule number, 2. the legible name and signature of the County representative who accepted the delivery of Leased Computing Assets and the installation thereof, 3. the date of the acceptance and installation, and 4. the County location where the Leased Computing Assets will be utilized. c. Absolute Software i. County shall activate and use Absolute software in accordance with its licensing agreement, to document real-time Leased Computing Asset location and end -user identification throughout the Leased Computing Asset term or until County returns the Leased Computing Assets to Leased Computing Page 3 of 9 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-6004-351A4DF473A4 v.4.08 S Financial Services COLORADO Asset Supplier Vendor, or its third -party contractor, or County completes a Leased Computing Asset Buyout for that Leased Computing Asset; whichever is later. When the Leased Computing Assets are in the Leased Computing Asset Supplier Vendor's, or third -party contractor's possession, or cannot be located, that Leased Computing Asset will be rendered inactive via Absolute software and data will no longer be accessible by either Party. ii. The County will allow the State access to the County's Absolute console. iii. The County shall comply with all Colorado Office of Information Technology reporting policies. These reporting policies include the following features must be turned on: 1. Hardware a. This feature includes reports and alerts on hundreds of hardware attributes. b. This feature also monitors the Lease Computing Assets on leasing reports. c. This feature also tracks new device activations and connection history. d. This feature also leverages pre -built custom reports for Absolute. e. Finally, this feature flags missing Lease Computing Assets and can alert administrators when the Lease Computing Assets reconnect to the internet. 2. Software a. This feature assesses installed software by device and population. b. This feature will also report and alert on software configuration changes or policy non-compliance. 3. Full -Disk Encryption State a. This feature will report on the encryption status reporting for the Lease Computing Asset. 4. Device Usage a. This feature will assess device usage by analyzing login/unlock and device interaction events. b. This feature will also report on average daily usage by device. 5. Geolocation Tracking a. This feature will track device location with 365 days of history. b. This feature will also define geofences to detect unauthorized device movement. 6. Installed Applications a. This feature will assess installed software by device or population. b. This feature will also report and alert on software configuration changes or policy non-compliance. iv. Provide State with end usernames and location of all Leased Computing Assets upon request, at predetermined intervals, via a database shared by the Parties, via Absolute software, and/or via a spreadsheet. County shall update Page 4 of 9 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 go COLORADO Financial Sonde. Dfvlswn of CmVacts aM Vrocuremet changed end -user names and location via Absolute software, shared databases, and spreadsheets when reassigning Leased Computing Assets to a different end -user and/or location and/or when an end -user has a name change. d. Acceptance and Deinstallation Requirements i. When County completes a Lease Buyout of Leased Computing Assets, County shall provide State with County signed proof of acceptance and de -installation (de -commissioning) of Leased Computing Assets signed by Leased Computing Asset Supplier Vendor or its third -party subcontractor. ii. County Leased Computing Asset shall be returned to the Leased Computing Assets Supplier Vendor, or its third -party contractor, by County. The Leased Computing Assets County shall be returned 60 days after the County accepts newly installed Leased Computing Assets. e. Penalties i. If the County does not comply with the provisions of this Agreement, the County risks State issuance of one or more of the following potential penalties. 1. County may be disallowed from ordering future Leased Computing Assets through the State Leased Computing Asset program. 2. County may be required to return all Leased Computing Assets. 3. County Agreement may be terminated by the State. 4. County Allocation may be reduced. 5. County may be prohibited from entering into a new agreement with the State for Lease Computing Assets. ii. For additional State and County remedies, see section 12. -Remedies of the Agreement. iii. For additional dispute resolution options, see section 14. -Dispute Resolution of the Agreement. iv. Before the State issues one or more of the above penalties, the State shall: 1 Gather facts to determine whether the County is noncompliant and mitigating facts, and look at whether the County is making a good faith effort to comply. 2. Issue an initial written warning that details the County noncompliance and in two weeks after the date of the warning letter, the County shall provide the State with a detailed remediation plan. 3. If the State accepts the County's remediation plan, the County shall have 60 days to implement the remediation plan. 4. If the State rejects the County's plan of correction, the County shall have 5 business days to correct the remediation plan. If the State rejects the County's remediation plan for a second time, the State will impose a State developed remediation plan and the County will have 45 days to implement the State remediation plan. 5. If the State determines that either the County remediation plan or the State developed remediation plan was not implemented by County as written, or if the State determines the County is not making a good faith effort to comply, the State will use its discretion in determining whether to impose the penalties described in Section 2.,c. above. Page 5 of 9 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 4O COLORADO Financial services f. Potential Expenses i. End of Three -Year Lease Cycle - Lease Buyout Fee. At the end of the three-year lease cycle, for all Leased Computing Assets that are not timely returned to Leased Computing Asset Supplier Vendor as stated in section 1.d., above, County shall pay Leasing/Financing Vendor the Lease Buyout fee established by the Leasing/Financing Vendor 1. At the end of the three-year lease cycle, the County will be responsible for paying the Leased Computing Asset Supplier or Financial Vendor the Lease Buyout fee established by the Leased Computing Asset Supplier or Financial Vendor if the County damages the Leased Computing Asset in a way that is not covered by the standard Leased Computing Asset Supplier Vendor warranty and is thus unrecoverable by the Leased Computing Asset Supplier or Financial Vendor. 2. At the end of the three-year lease cycle, the County will be responsible for paying the Leased Computing Asset Supplier or Financial Vendor the Lease Buyout fee established by the Leased Computing Asset Supplier or Financial Vendor if the County loses or is unable to recover the Leased Computing Asset and is thus unreturnable to the Leased Computing Asset Supplier or Financial Vendor. 3. At the end of the three-year lease cycle, the County will be responsible for paying the Leased Computing Asset Supplier or Financial Vendor the Lease Buyout fee established by the Leased Computing Asset Supplier or Financial Vendor if the Leased Computing Asset is stolen and determined to be unrecoverable and is thus unreturnable to the Leased Computing Asset Supplier or Financial Vendor. ii. During the Three -Year Lease Cycle - Lease Buyout Fee. At any time during the Leased Computing Asset 3 -year lease cycleterm, County may purchase the Leased Computing Asset via Lease Buyout, at a fee established by the Leasing/Financing Vendor, for any lost, stolen, and/or broken (not covered under warranty) Leased Computing Assets, or for any Leased Computing Assets County will not be able to timely return to the Leased Computing Asset Supplier Vendor — for example, if Leased Computing Assets are on a litigation hold, or if County wants to keep a stock of extra computing equipment and accessories. County shall maintain its proof of payment for three years after payment of Lease Buyout fee and immediately provide State with proof of payment. 1. The County will be responsible for paying the Leased Computing Asset Supplier or Financial Vendor the Lease Buyout fee established by the Leased Computing Asset Supplier or Financial Vendor if the County damages the Leased Computing Asset in a way that is not covered by the standard Leased Computing Asset Supplier Vendor warranty. 2. The County will be responsible for paying the Leased Computing Asset Supplier or Financial Vendor the Lease Buyout fee established by the Leased Computing Asset Supplier or Financial Vendor if the Page 6 of 9 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 1.O COLORADO County loses or is unable to recover the Leased Computing Asset before the end of the three year lease cycle. 3. The County will be responsible for paying the Leased Computing Asset Supplier or Financial Vendor the Lease Buyout fee established by the Leased Computing Asset Supplier or Financial Vendor if the Leased Computing Asset is stolen and determined to be unrecoverable by the end of the three year lease cycle. iii. Renewal Lease Fee at the End of the Three Year Lease Cycle or the County Allocation will be reduced by the renewal lease fee established by the Leasing/Financing Vendor for the term the Leased Computer Assets are kept by the County. In no event will the renewal lease fee exceed the Buyout fee. County shall maintain its proof of payment for three years after payment of Lease Buyout fee and immediately provide State with proof of payment upon payment of the buyout fee. g. Leased Computing Asset Management i. To practice proper Leased Computing Asset management, the County shall engage in adequate asset management practices, including but not limited to: 1. Utilizing signed Acceptance and Installation Reports that both the State and the County shall keep on file to document what Leased Computing Assets were delivered and installed at the county. 2. Activating every Leased Computing Asset on the Absolute Console to ensure the State and County are able to geolocate and track the Lease Computing Asset. 3. Reconciling Acceptance and Installation Reports against both State and County records and against the HP Customer Service Portal. 4. During the three-year lease lifecycle, the County shall continuously update the Absolute console as necessary and reconcile local records against the HP Customer Service Portal to maintain an accurate record of all Leased Computing Assets. 5. At the end of the three-year lease period, and upon receiving refreshed Leased Computing Assets, the County shall return all expired Leased Computing assets and sign the De -installation Report. The County shall keep this record on file for future reference. h. Leased Computing Asset Supplier Standard Warranty i. The Leased Computing Asset Supplier currently provides a number of standard warranty features for every Leased Computing Asset, including remote problem diagnoses and support, onsite hardware support, replacement parts and materials, and general service and coverage guarantees. ii. The Leased Computing Asset Supplier currently provides repair and replacement for operational failure or part failure that occurs during the normal functioning of the device. iii. The Leased Computing Asset Supplier currently does not provide Accidental Damage Protection for Leased Computing Assets. Accidental Damage protection is defined as operational or mechanical failure caused by an accident from handling which occurs in the course of the normal intended use of the Leased Computing Assets. Page 7 of 9 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-8004-351A4DF473A4 v.4.08 a'COLORADO �d.i servloe. Sen.. i. Leased Computing Assets Usage i. County shall ensure that Leased Computing Assets will be utilized exclusively by the program staff for which the computer devices were ordered and funded and only for activities that support that program. j. Support by County Personnel i. County shall designate, maintain, and fund at least one County personnel as a single point of contact to fulfill the above duties in compliance with this Agreement. The percentage of time spent by County personnel on fulfilling the duties in compliance with this Agreement is at the discretion of the County. 3. County Allocation a. State and County will work together to establish a methodology to determine a Leased Computing Asset budget to lease Computing Assets based on a dollar amount rather than on quantity of Leased Computing Assets. b. The County Budget shall be based on Leased Computing Asset quantity, rather than a dollar amount, until State and County establish the above methodology to determine a budget based on a County Leased Computing Asset dollar amount. c. Converting County Leased Computing Asset Allocation, based on a dollar amount rather than a Leased Computing Asset quantity, does not change any terms of this Agreement or change the way County participates under this Agreement. 4. Invoices & Payment a. Financial obligation to State by County under this Agreement is limited to the unpaid, obligated balance of every Leased Computing Asset Buyout Estimate for County unreturned Leased Computing Assets (unreturned for any reason) issued by Leased Computing Asset Supplier Vendor or Leasing/Financing Vendor for a Lease Schedule entered into by the State on behalf of County for Leased Computing Asset. This Agreement formalizes the existing business practice of County financial obligation to pay Leased Computing Asset Supplier Vendor or Leasing/Financing Vendor for unreturned, broken, lost, or stolen Leased Computing Assets: i. In lieu of a Lease Buyout, the Leased Computing Assets Supplier Vendor or Leasing/Financing Vendor may implement a Lease Penalty for County unreturned Leased Computing Assets to County for not timely returning expired (past lease term) Leased Computing Assets, County agrees to pay this Lease Penalty in lieu of a Lease Buyout. ii. State will make all attempts to work with Leased Computing Assets Supplier Vendor and/or Leasing/Financing Vendor to agree on behalf of County to obligate County to the lesser of a Lease Buyout fee or Lease Penalty. State is not obligated to pay any portion of the Lease Buyout fee and/or Lease Penalty. b. If County enters into a Lease Buyout for any Leased Computing Assets, the County is obligated to pay either the Leased Computing Asset Supplier Vendor or Leasing/Financing Vendor directly for that Lease Buyout agreement and State is no longer obligated to pay the remaining lease fee of the unused lease term or the Service Level Option assigned to that Leased Computing Assets. See sections 2.f., 2.g, and 2.h. above. c. State shall not pay any amount under this Agreement to County, Leased Computing Assets Supplier Vendor, or Leasing/Financing Vendor unless payment is a Page 8 of 9 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 v.4.08 SO COLORADO MuleMI services rims. :Contracts and Procurement reimbursement of a County overpayment to State or a passthrough reimbursement to County received by State from Leased Computing Asset Supplier Vendor or Leasing/Financing Vendor. d. County shall pay the State for County's lease or purchase of computer device lease services beyond the County's State Allocation budget, stated within this Scope of the Work. The State shall promptly pass through any County's payments to the Leasing/Financing Vendor. Except within its role as a pass through entity, the State is not liable for County's obligations incurred under this Agreement which includes this Statement of Work. The State shall provide each County an invoice at least 30 days prior to the date the payment is due to the computer device leasing vendor. The State shall ensure that any payment to the State is paid over to the Leasing/Financing Vendor prior to the date that payment is due to the Lease/Financing vendor. Page 9 of 9 DocuSign Envelope ID: 4EC18EB1-6C1C-46E3-B004-351A4DF473A4 Attachment 1 to the Statement of Work Weld County State Fiscal Year Allocation Weld County Department of Human Services agrees to participate in the County Leased Computer Program under the terms set forth in this Agreement by the Colorado Department of Human Services. Weld County Department of Human Services agrees to an allocation of $ 94,429 for the three-year lease cycle starting in state fiscal year 2022-23 and agrees to abide by the terms in this Agreement, including those terms that outline County obligations if Weld County Department of Human Services orders computer devices for the totality of above state fiscal year that exceeds the dollar value of the above County state fiscal year allocation. By: Scott k. ames County Title: Chair of the Board of Weld County Commissioners County Name: Weld County By: Date: Authorized County Representative County Title: County Name: By: Date: Authorized County Representative County Title: County Name: OCT 2 6 2022 Date: Attachment 1 to the Statement of Work a4o12 - 9g Entity Name. Entity ID' COLORADO DEPARTMENT OF HUMAN @00003650 SERVICES Contract Name' COLORADO DEPARTMENT OF HUMAN SERVICES (INTERGOVERNMENTAL AGREEMENT FOR COMPUTER REFRESH LEASING) Contract Status CTB REVIEW ❑ New Entity? Contract ID 6392 Contract Lead' APEGG Contract Lead Email apegg@weldgov.com;cobbx xlk@weldgov.com Parent Contract ID Requires Board Approval YES Department Project* Contract Description' NEW INTERGOVERNMENT AGREEMENT. IGA IS IN PERPITUITY. INITIAL LEASE CYCLE IS THREE YEARS. COST: $94,429 FOR THE THREE YEAR CYCLE. Contract Description 2 PA IS BEING ROUTED THROUGH THE NORMAL PROCESS. ETA TO CTB: 10/20/22. Contract Type' AGREEMENT Amount' $94,429.00 Renewable' YES Automatic Renewal IGA Deparnrient HUMAN SERVICES Department Email CM- HurrianServices@weldgov.co Department Head Email CM-HumanServices- DeptHead@weldgay.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WELDG OV.COM If this is a renewal enter previous Contract ID If this is part of a NSA enter VISA Contract ID Requested B©CC Agenda Date' 10/26;2022 Due Date 10/22/2022 Will a work session with 11OCC be required?. NO Does Contract require Purchasing Dept to be induced? Note= the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Effective Due Termination Notice Period Review Date* 09/01/2023 Committed Delivery Daze Renewal Date* 10/31/2023 Expiration Date Contact tot a rmat on Conlik*I Contact Name Contact Type Contact Email Contact. Phone 1 Contact Phone 2 Purchasing Purchasing Approver Approval Process Department Head JAMIE ULRICH DH Approved Date 10/1712022 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 10/26/2022 Originator APEGG Finance Approver CHERYL PATTELLI Purchasing Approved Date Legal Counsel BRUCE BARKER Finance Approved Date Legal Counsel Approved Date 10118/2022 10/18/2022 Tyler Ref # AG 102622 Cheryl Hoffman From: Sent: To: Cc: Subject: Good afternoon CTB, Windy Luna Friday, September 29, 2023 4:43 PM CTB HS -Contract Management FAST TRACK ITEM: CMS 7454 I just submitted Fast Track item, CMS ID: 7454. This is an Intergovernmental Agreement between the Colorado Department of Human Services and the Weld County Department of Human Services for the Computer Refresh Program that we will be reviewing each year. This agreement expires October 31, 2025, and is known to the Board as Tyler ID# 2022-2985. We will be entering our second year of this agreement and no changes are needed at this time, so I am Fast - Tracking for tracking purposes. Enjoy your day, Windy Luna Contract Administrative Coordinator Weld County Dept. of Human Services 315 N. 11th Ave., Bldg A PO Box A Greeley, CO 80632 (970) 400-6544 (970) 353-5212 S wluna@weld.gov 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. ,Zoo2a - .29��' �09r Houstan Aragon From: Sent: To: Subject: noreply@weldgov.com Monday, September 30, 2024 4:21 PM CM-ClerktoBoard; Windy Luna; Lesley Cobb; CM-HumanServices-DeptHead Fast Tracked Contract ID (8752) Contract # 8752 has been Fast Tracked to CM -Contract Maintenance. You will be notified in the future based on the Contract information below: Entity Name: COLORADO DEPARTMENT OF HUMAN SERVICES Contract Name: COLORADO DEPARTMENT OF HUMAN SERVICES (INTERGOVERNMENTAL AGREEMENT FOR COMPUTER REFRESH LEASING) Contract Amount: $0.00 Contract ID: 8752 Contract Lead: WLUNA Department: HUMAN SERVICES � Review Date: 9/1/2025 Cov*VO2' 1�� Renewable Contract YES Renew Date: 11/1/2025 �� Expiration Date: � �a� Tyler Ref #: 20222985 Thank -you h'le-069(4 Houstan Aragon From: Sent: To: Cc: Subject: Attachments: Good afternoon CTB, FAST TRACK ITEM: Windy Luna Monday, September 30, 2024 4:17 PM CTB HS -Contract Management FAST TRACK ITEM: State of Colorado DHS Intergovernmental Agreement 2022-2985 Weld County - Intergovernmental Agreement (IGA) (e).pdf; 24 IHHA 179171 - Am 1 (187276) Weld CBMS Supplemental County IGA (e).pdf; ok to FT.pdf Attached please find the Weld CBMS Intergovernmental Agreement and Amendment #1, Tyler ID#2022- 2985. The term of this agreement is November 1, 2022 and is Perpetuity. There are no changes to the agreement and it is being Fast Track in CMS for tracking purposes only (CMS# 8752). Thank you, Windy Luna Contract Administrative Coordinator Weld County Dept. of Human Services Contract Management Team 315 N. 11th Ave., Bldg A PO Box A Greeley, CO 80632 (970) 400-6544 wluna@weld.gov 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. Hello