HomeMy WebLinkAbout20180707.tiffRESOLUTION
RE: APPROVE SUBGRANT AGREEMENT FOR COLORADO WORKS SUBSIDIZED
TRAINING AND EMPLOYMENT PROGRAM (CW STEP) AND AUTHORIZE CHAIR TO
SIGN - LARIMER COUNTY WORKFORCE CENTER
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Subgrant Agreement for Colorado
Works Subsidized Training and Employment Program (CW STEP) between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf
of the Department of Human Services, and the Larimer County Workforce Center, commencing
January 23, 2018, and ending June 30, 2019, with further terms and conditions being as stated
in said subgrant agreement, and
WHEREAS, after review, the Board deems it advisable to approve said subgrant
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 Subgrant Agreement for Colorado Works Subsidized Training and
Employment Program (CW STEP) between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department of
Human Services, and the Larimer County Workforce Center, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said subgrant agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 7th day of March, A.D., 2018, nunc pro tunc January 23, 2018.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: dairy%)W ..,dO;gi
Weld County Clerk to the Board
Deputy Clerk to th
AP ' 1'DAST
orney
Date of signature: 03-a0-1?
cc: HSOp
03-2q-1$
Steje Moreno, Chair
2018-0707
HR0089
PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
DATE: February 6, 2018
TO: Board of County Commissioners — Pass -Around
FR: Judy A. Griego, Director, Human Services
RE: Employment Services' (ESWC) Subgrant with
Larimer County Workforce Center
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 Employment Services' (ESWC) Subgrant
with Larimer County Workforce Center. The BOCC approved the ESWC to participate in a
collaborative response to a Colorado Department of I luman Services (CI)l-IS) Request for
Application (REA) in October 2017. Participants included Weld, Jefferson, Pikes Peak,
Arapahoe/Douglas,; Boulder and Lorimer counties; collectively known as the The Front Range
Alliance. The Front Range Alliance was awarded funding with Larimer County identified as the
fiscal agent.
ESWC will receive a total of $487,930 of CW STEP funds; $154,479 to be spent by June 30,
2018, and $333.451 to be expended by June 30, 2019. ESWC plans to serve a total of 50
Colorado Works (TAW') participants during this time period. CW STEP participants will be
placed in a variety of Work -Based Learning activities to include internships, on-the-job training
and apprenticeships each designed to support the individual to engage in unsubsidized
employment opportunities moving them off of basic cash assistance.
I do not recommend a Work Session. I recommend approval of this Subgrant.
Sean P. Conway
Julie A. Cozad, Chair
Mike Freeman
Barbara Kirkmeyer, Pro- Tem
Steve Moreno, Chair
Approve Schedule
Recommendation Work Session
Other/Comments:
2018-0707
Page 1
Pass -Around Memorandum; February 6, 2018 — CMS 1666
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LARIMER COUNTY WORKFORCE CENTER
COLORADO WORKS SUBSIDIZED TRAINING AND EMPLOYMENT PROGRAM (CW STEP)
SUBGRANT AGREEMENT
This Subgrant Agreement is made by and between LARIMER COUNTY WORKFORCE
CENTER hereinafter referred to as "LCC" and Employment Services of Weld County
hereinafter referred to as "Subgrantee".
WHEREAS, Subgrantee has expressed its desire to be a part of the Front Range Alliance with
the intent of providing Colorado Works participants with work experience and marketable skills
in their local area through the CW STEP Program; and
WHEREAS, the Colorado Department of Human Services has awarded funding to LCWC
serving as Fiscal Agent on behalf of the Front Range Alliance for the purpose of implementing
the CW STEP Program;
NOW THEREFORE the parties do mutually agree as follows:
Engagement of Subgrantee. LCWC hereby retains Subgrantee, and Subgrantee hereby
accepts engagement by LCWC upon the terms and conditions hereinafter set forth.
Term. This Agreement shall become effective January 23, 2018 and shall remain in effect
until June 30, 2019 unless earlier terminated as provided herein.
Scope of Work. Subgrantee shall adhere to the agreed upon terms, goals and outcomes of the
CW STEP Program as it pertains to allowable program costs, reporting requirements and
enrollment of and service delivery to eligible participants in accordance with the following
attachments:
Exhibit A, Front Range Alliance Contract
Exhibit B, Scope of Work
Exhibit C, Budget/Enrollment Goals.
Exhibit D, HIPAA Business Associate Addendum
Exhibit E, Supplemental Provisions for Federal Awards
Exhibit F, Larimer County Special Provisions
In addition, Subgrantee agrees to participate in the Front Range Alliance Leadership team for the
purpose of monitoring CW Step Contract deliverables including the identification of any areas of
concern or necessary modifications and/or the provision of technical assistance to other members
of the coalition.
ww finerworkforce.orj
200 W. Oak Street, Suite 5000
Fort Collins, CO 80521
(970) 498-6600
418 East 4th Street
Loveland. CO 80537
(970) 619-4650
1601 Brodie Ave,
Estes Park, CO 80517
(970) 577-2152
46.3SIMEA
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Compensation. LCW shall pay Subgrantee up to $487,930 for services in accordance with
the agreed upon deliverables and timeframes as described in Exhibit C, Budget and Enrollment
Goals. Subgrantee shall submit monthly invoices by the 16th of the month for reimbursement of
disbursements for actual costs incurred during the prior month. Invoices must show the cost
incurred by budget category for the billing period and cumulative amount to date. All invoices
should be submitted by email to wfc-fiscal(a,larimer.org.
Budget modifications: Any modification to Exhibit C agreed to by the parties that require an
increase in the maximum contract amount shall be evidenced by a written amendment prepared
and executed by both parties.
Termination: This Agreement may be terminated by either party without cause by providing
sixty (60) days written notice. Subgrantee shall be paid for expenses incurred as allowed under
the Agreement prior to the termination effective date. Subgrantee shall not be paid for any
services or expenses incurred after the termination effective date, or for any services or expenses
not allowable under this Agreement.
Source of Funds. This Agreement is contingent on sufficient funds being available for the
purposes hereof. In the event that said funds are reduced or eliminated, LCWC may reduce the
total amount of compensation by revising Exhibit C or it may terminate the agreement.
Relationship. It is expressly understood and agreed that this Agreement is not intended and
shall not be construed to create the relationship of agent, employee, or partnership. The
relationship between LCWC and Subgrantee is strictly that of independent entities.
General Provisions.
No services provided under this agreement shall involve political activities and no funds made
available under this agreement shall be used for lobbying activities.
No person with responsibilities in the operation of any services referred to in this agreement will
use their position for private gain for themselves or others, particularly those with whom they
have family, business or other close ties.
Contractor shall submit invoices and shall be entitled for reimbursement for only such costs and
performances as are strictly in accordance with the terms of this agreement.
The Larimer County Special Provisions, attached as Exhibit "F", are incorporated and made a
part of this agreement by this reference. In the event of a conflict between the Special Provisions
and this agreement, the Special Provisions shall control.
IN WITNESS WHEREOF, the parties have executed this Contract as of the date and year written
below.
By:
Date:
SUBGRANTEE
Steve Moreno, B0CC Chair
MAR 0 7 20i$
wwv .iaruner' o k jrc_or q
nler
LARIMER COUNTY WORKFORCE CENTER
By:
Date:
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BOARD OF COMMISSIONERS OF
LARIMER COUNTY, COLORADO
ctod_ 07�3)
EXHIBIT A
'COLORADO
Deparbnent at Human Sande=
For internal use only: RQS/CT:
eClearance:
18 IHGA 106644
STATE OF COLORADO
DEPARTMENT OF HUMAN SERVICES CONTRACT
SIGNATURE AND COVER PAGES
State Agency
Colorado Department of Human Services
Office of Economic Security
Employment and Benefits Division
Contractor
Lorimer County Workforce Center
Contractor's State of Incorporation: Colorado
Contract Maximum Amount
Initial Term
State Fiscal Year 2018 $863,458.00
Extension Terms
Multiyear Contract
State Fiscal Year 2019 $2,080,148.00
Total Maximum Amount $2,9431606.00
Contract Performance Beginning Date
The later of the Effective Date or December 18, 2017
Initial Contract Expiration Date
June 30, 2019
Except as stated in §2.D, the total duration of this Contract,
including the exercise of any options to extend, shall not
exceed T.5 years from its Performance Beginning Date.
Pricing/Funding
Price Structure: Cost Reimbursement
Contractor shall invoice: Monthly
Fund Source: TANF-1700OTAN3
Options
The State shall have the following options if indicated with
"Yes," as further described in §2.C and §7B.vi:
Option to Extend Term per §2.C: Yes
Option to Increase or Decrease Maximum Amount per
§7.B.vi: Yes
Insurance
Contractor shall maintain the following insurance if indicated
with "Yes," as further described in §12:
Worker's Compensation: Yes
General Liability: Yes
Automobile Liability: Yes
Protected Information: Yes
Professional Liability Insurance: Yes
Crime Insurance: Yes
Miscellaneous
Authority to enter into this Contract exists in: SD 17-292.
Law -Specified Vendor Statute (if any): N/A
Procurement Method: Request for Proposals (RFP)
Solicitation Number (if any): 2018000092
State Representative
Katie Odego, Director
CDHS, OEC, Employment and Benefits Division
1575 Sherman Street, 3`d Floor
Denver, CO 80203
(303) 866-2882
katie.griego@state.co.us
Contractor Representative
Mary Betters
Administrative Services Director
Larimer County Workforce Center
200 West Oak Street, Ft. Collins, CO
970-498-6601
mbetters@larimer.org
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Exhibits
The following Exhibits are attached and incorporated into this Contract:
Exhibit A: Scope of Work (SOW)
Exhibit B: Budget
Exhibit C: HIPPA BA Addendum for Contracts
Exhibit D: Supplemental Provisions for Federal Awards
Purpose
The purpose of this contract is to ensure that Contractors adhere to the agreed -upon terms, goals, and outcomes of the
Colorado Works Subsidized Training & Employment Program (CW STEP) as it pertains to allowable program costs,
reporting requirements, and enrollment of and service delivery to eligible CW basic cash assistance participants in
coordination with Colorado Department of Human Services (CDHS), Colorado Department of Labor and Employment
(CDLE), and local human/social services organizations or other agencies working with this target population.
Signature Page begins on next page -9
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A
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to
bind the Party authorizing his or her signature.
CONTRACTOR
FrontRange Alliance / Larimer County Workforce Center
Date: INS
STATE OF COLORADO
John W. Hickenlooper, Governor
Department of Human Services
Reggie Bicha, E utive Director
By: Jeren L4 tersen, Deputy Executive Director Community
Partnerships
• to''(
Date:
2nd State or Contractor Signature if Needed
Date:
By:
By:
LEGAL REVIEW
Cynthia E Coffman, Attorney General
Assistant Attorney General
Date:
In accordance with §24-30-202 C.RS., this Contract is not valid until signed and dated below by the State Controller or an
authorized delegate.
STATE CpNTROLLER
Robert Ja s, CPA, MBA, JD
•
Clint Woody/Vain Gimple
Effective Date: j"ANJ.
22, 1+tt
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TABLE OF CONTENTS
SIGNATURE AND COVER PAGES 1
1. PARTIES 4
2. TERM AND EFFECTIVE DATE 4
3. RESERVED 6
4. RESERVED 6
5. DEFINITIONS 6
6. STATEMENT OF WORK 8
7, PAYMENTS TO CONTRACTOR 8
8. REPORTING - NOTIFICATION 9
9. CONTRACTOR RECORDS 11)
10. CONFIDENTIAL INFORMATION -STATE RECORDS 11
11. CONFLICTS OF INTEREST 12
12. INSURANCE 12
13. BREACH 15
14. REMEDIES 15
15. DISPUTE RESOLUTION 17
16. NOTICES AND REPRESENTATIVES 17
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 17
18. GOVERNMENTAL IMMUNITY 18
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 19
20. GENERAL PROVISIONS 19
21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1) 22
22. DEPARTMENT OF HUMAN SERVICES PROVISIONS 24
23, SAMPLE OPTION LETTER (IF APPLICABLE) 27
1. PARTIES
This Contact is entered into by and between Contractor named on the Signature and Cover Pages
for this Contract (the "Contractor"), and the STATE OF COLORADO acting by and through the
Department of Human Services (the "State" or "CDHS"). Contractor and the State agree to the
terms and conditions in this Contract.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State shall not
be bound by any provision of this Contract before the Effective Date, and shall have no
obligation to pay Contractor for any Work performed or expense incurred before the
Effective Date or after the expiration or sooner termination of this Contract.
B. Initial Term
The Parties' respective performances under this Contract shall commence on the Contract
Performance Beginning Date shown on the Signature and Cover Pages for this Contract and
_ shall terminate on the Initial Contract Expiration Date shown on the Signature and Cover
Pages for this Contract (the "Initial Term") unless sooner terminated or further extended in
accordance with the terms of this Contract.
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C. Extension Terms - State's Option
If the Signature and Cover Pages for this Contract shows that the State has the Option to
Extend Term, then the State, at its discretion, shall have the option to extend the
performance under this Contract beyond the Initial Term for a period, or for successive
periods, at the same rates and under the same terms specified in the Contract (each such
period an "Extension Term"). In order to exercise this option, the State shall provide written
notice to Contractor in a form substantially equivalent to §23 "Sample Option Letter." The
State may include and incorporate a revised budget with the option letter, as long as the
revised budget does not unilaterally change rates or terms specified in the Contract. Except
as stated in §2.D, the total duration of this Contract, including the exercise of any options to
extend, shall not exceed 5 years from its Performance Beginning Date absent prior approval
from the State Purchasing Director in accordance with the Colorado Procurement Code.
D. End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in place,
the State, at its discretion, upon written 'notice to Contractor as provided in §16, may
unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months
(an "End of Term Extension"), regardless of whether additional Extension Terms are
available or not. The provisions of this Contract in effect when such notice is given shall
remain in effect during the End of Term Extension. The End of Term Extension shall
automatically terminate upon execution of a replacement contract or modification extending
the total term of the Contract.
E. Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of Colorado
as determined by its Governor, General Assembly, or Courts. If this Contract ceases to
further the public interest of the State, the State, in its discretion, may terminate this
Contract in whole or in part. This subsection shall not apply to a termination of this
Contract by the State for breach by Contractor, which shall be governed by §14.A.i.
i. Method and Content
The State shall notify Contractor of such termination in accordance with §16. The
notice shall specify the effective date of the termination and whether it affects all or a
portion of this Contract.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Contractor
shall be subject to §14.A.i.a.
iii. Payments
If the State terminates this Contract in the public interest, the State shall pay
Contractor an amount equal to the percentage of the total reimbursement payable
under this Contract that corresponds to the percentage of Work satisfactorily
completed and accepted, as determined by the State, less payments previously made.
Additionally, if this Contract is less than 60% completed, as determined by the State,
the State may reimburse Contractor for a portion of actual out-of-pocket expenses, not
otherwise reimbursed under this Contract, incurred by Contractor which are directly
attributable to the uncompleted portion of Contractor's obligations, provided that the
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sum of any and all reimbursement shall not exceed the maximum amount payable to
Contractor hereunder.
3. RESERVED
4. RESERVED
5. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Business Day" means any day in which the State is open and conducting business, but
shall not include Saturday, Sunday or any day on which the State observes one of the
holidays listed in §24-11-101(1) C.R.S.
B. "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.
C. "Contract" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto.
'D. "Contract Funds" means the funds that have been appropriated, designated, encumbered,
or otherwise made available for payment by the State under this Contract.
E. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S.
F. "End of Term Extension" means the time period defined in §2.D.
G. "Effective Date" means the date on which this Contract is approved and signed by the
Colorado State Controller or designee, as shown on the Signature Page for this Contract
H. "Exhibits" means the exhibits listed on the Signature and Cover Pages and attached to this
Contract.
I. "Extension Term" means the time period defined in §2.C.
J. "Goods" means any movable material acquired, produced, or delivered by Contractor as
set forth in this Contract and shall include any movable material acquired, produced, or
delivered by Contractor in connection with the Services.
K. "Incident" means any accidental or deliberate event that results in or constitutes an
imminent threat of the unauthorized access or disclosure of State Confidential Information
or of the unauthorized modification, disruption, or destruction of any State Records.
L. "Initial Term" means the time period defined in §2.B.
M. "Party" means the State or Contractor, and "Parties" means both the State and Contractor.
N. "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.
0. "PIP 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,
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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 C.R.S.
P. "PHI" means any protected health information, including, without limitation any
information whether oral or recorded in any form or medium: (i) that relates to the past,
present or future physical or mental condition of an individual; the provision of health care
to an individual; or the past, present or future payment for the provision of health care to an
individual; and (ii) that identifies the individual or with respect to which there is a
reasonable basis to believe the information can be used to identify the individual. PHI
includes, but is not limited to, any information defused as Individually Identifiable Health
Information by the federal Health insurance Portability and Accountability Act.
Q. "Services" means the services to be performed by Contractor as set forth in this Contract,
and shall include any services to be rendered by Contractor in connection with the Goods.
R. "State Confidential Information" means any and all State Records not subject to
disclosure under CORA. State Confidential Information shall include, but is not limited to,
PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure
under CORA.
S. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a).
T. "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.
U. "State Purchasing Director" means the position described in the Colorado Procurement
Code and its implementing regulations.
V. "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.
W. "Subcontractor" means third -parties, if any, engaged by Contractor to aid in performance
of the Work.
X. "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.
Y. "Work" means the delivery of the Goods and performance of the Services described in this
Contract.
Z. "Work Product" means the tangible and intangible results of the Work, whether finished
or unfinished, including drafts. Work Product includes, but is not limited to, documents,
text, software (including source code), research, reports, proposals, specifications, plans,
notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models,
surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work.
"Work Product" does not include any material that was developed prior to the Effective
Date that is used, without modification, in the performance of the Work.
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Any other term used in this Contract that is defined in an Exhibit shall be construed and
interpreted as defined in that Exhibit.
6. STATEMENT OF WORK
Contractor shall complete the Work as described in this Contract and in accordance with the
provisions of the Exhibits. The State shall have no liability to compensate Contractor for the
delivery of any goods or the performance of any services that are not specifically set forth in this
Contract.
7. PAYMENTS TO CONTRACTOR
A. Maximum Amount
Payments to Contractor are limited to the unpaid, obligated balance of the Contract Funds.
The State shall not pay Contractor any amount under this Contract that exceeds the Contract
Maximum for that term shown on the Signature and Cover Pages for this Contract.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Contractor in the amounts and in accordance with the
Exhibits.
b. Contractor shall initiate payment requests by invoice to the State, in a form and
manner approved by the State.
c. The State shall pay each invoice within 45 days following the State's receipt of
that invoice, so long as the amount invoiced correctly represents Work
completed by Contractor and previously accepted by the State during the term
that the invoice covers. If the State determines that the amount of any invoice is
not correct, then Contractor shall make all changes necessary to correct that
invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work
performed or deliverables provided under the Contract.
ii. Interest
Amounts not paid by the State within 45 days of the State's acceptance of the invoice
shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1%
per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided,
however, that interest shall not accrue on unpaid amounts that the State disputes in
writing. Contractor shall invoice the State separately for accrued interest on
delinquent amounts, and the invoice shall reference the delinquent payment, the
number of day's interest to be paid and the interest rate.
iii. Payment Disputes
If Contractor disputes any calculation, determination or amount of any payment,
Contractor shall notify the State in writing of its dispute within 30 days following the
earlier to occur of Contractor's receipt of the payment or notification of the
determination or calculation of the payment by the State. The State will review the
information presented by Contractor and may make changes to its determination
based on this review. The calculation, determination or payment amount that results
from the State's review shall not be subject to additional dispute under this
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subsection. No payment subject to a dispute under this subsection shall be due until
after the State has concluded its review, and the State shall not -pay any interest on any
amount during the period it is subject to dispute under this subsection.
iv. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the
current State Fiscal Year. Payment to Contractor beyond the current State Fiscal Year
is contingent on the appropriation and continuing availability of Contract Funds in
any subsequent year (as provided in the Colorado Special Provisions). If federal funds
or funds from any other non -State funds constitute all or some of the Contract Funds
the State's obligation to pay Contractor shall be contingent upon such non -State
funding continuing to be made available for payment, Payments to be made pursuant
to this Contract shall be made only from Contract Funds, and the State's liability for
such payments shall be limited to the amount remaining of such Contract Funds. If
State, federal or other funds are not appropriated, or otherwise become unavailable to
fund this Contract, the State may, upon written notice, terminate this Contract, in'
whole or in part, without incurring further liability. The State shall, however, remain
obligated to pay for Services and Goods that are delivered and accepted prior to the
effective date of notice of termination, and this termination shall otherwise be treated
as if this Contract were terminated in the public interest as described in §2.11.
v. Erroneous Payments
The State may recover, at, the State's discretion, payments made to Contractor in error
for any reason, including, but not limited to, overpayments or improper payments, and
unexpended or excess funds received by Contractor. The State may recover such
payments by deduction from subsequent payments under this Contract, deduction
from any payment due under any other contracts, grants or agreements between the
State and Contractor, or by any other appropriate method for collecting debts owed to
the State.
vi. Option to Increase Maximum Amount
If the Signature and Cover Pages for this Contract show that the State has the Option
to Increase or Decrease Maximum Amount, then the State, at its discretion, shall have
the option to increase or decrease the statewide quantity of Goods and Services based
upon the rates established in this Contract, and increase the maximum amount payable
accordingly. In order to exercise this option, the State shall provide written notice to
Contractor in a form substantially equivalent to §23 "Sample Option Letter."
Delivery of Goods and performance of Services shall continue at the same rates and
terms as described in this Contract. The State may include and incorporate a revised
budget with the option letter, as long as the revised budget does not unilaterally
change rates or terms specified in the Contract.
8. REPORTING - NOTTh CATION
A. Quarterly Reports.
In addition to any reports required pursuant to §19 or pursuant to any other Exhibit, for, any
contract having a term longer than 3 months, Contractor shall submit, on a quarterly basis, a
written report specifying progress made for each specified performance measure and
standard in this Contract, Such progress report shall be in accordance with the procedures
developed and prescribed by the State. Progress reports shall be submitted to the State not
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later than 5 Business Days following the end of each calendar quarter or at such time as
otherwise specified by the State.
B. Litigation Reporting
If Contractor is served With a pleading or other document in connection with an action
before a court or other administrative decision making body, and such pleading or
document relates to this Contract or may affect Contractor's ability to perform its
obligations under this Contract, Contractor shall, within 5 days after being served, notify
the State of such action and deliver copies of such pleading or document to the State's
principal representative identified in §16.
C. Performance Outside the State of Colorado or the United States, §24-102-206 C.R.S.
To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor
shall provide written notice to the State, in accordance with §16, within 20 days following
the earlier to occur of Contractor's decision to perform Services outside of the State of
Colorado or the United States, or its execution of an agreement with a Subcontractor to
perform Services outside the State of Colorado or the United States. Such notice shall
specify the type of Services to be performed outside the State of Colorado or the United
States and the reason why it is necessary or advantageous to perform such Services at such
location or locations, and such notice shall be a public record. Knowing failure by
Contractor to provide notice to the State under this §8.C shall constitute a breach of this
Contract. This §8.C shall not apply if the Contract Funds include any federal funds.
9. CONTRACTOR RECORDS
A. Maintenance
Contractor shall maintain a file of all documents, records, communications, notes and other
materials relating to the Work (the "Contractor Records"). Contractor Records shall include
all documents, records, communications, notes and other materials maintained by
Contractor that relate to any Work performed by Subcontractors, and Contractor shall
maintain all records related to the Work performed by Subcontractors required to ensure
proper performance of that Work. Contractor shall maintain Contractor Records until the
last to occur of: (i) the date 3 years after the date this Contract expires or is terminated, (ii)
final payment under this Contract is made, (iii) the resolution of any pending Contract
matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit is
pending, the date such audit is completed and its findings have been resolved (the "Record
Retention Period").
B. Inspection
Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe
Contractor Records during the Record Retention Period. Contractor shall make Contractor
Records available during normal business hours at Contractor's office or place of business,
or at other mutually agreed upon times or locations, upon no fewer than 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 Contractor's performance of its obligations under
this Contract using procedures as determined by the State. The State shall monitor
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Contractor's performance in a manner that does not unduly interfere with Contractor's
performance of the Work.
D. Final Audit Report
Contractor shall 'promptly submit to the State a copy of any final audit report of an audit
performed on Contractor's records that relates to or affects this Contract or the Work,
whether the audit is conducted by Contractor or a third party.
10. CONFIDENTIAL INFORMATION -STATE RECORDS
A. Confidentiality
Contractor shall hold and maintain, and cause all Subcontractors to hold and maintain, any
and all State Records that the State provides or makes available to Contractor for the sole
and exclusive benefit of the State, unless those State Records are otherwise publically
available at the time of disclosure. Contractor shall not, without prior written approval of
the State, use for Contractor's own benefit, publish, copy, or otherwise disclose to any third
party, or permit the use by any third party for its benefit or to the detriment of the State, any
State Records, except as otherwise stated in this Contract. Contractor shall provide for the
security of all State Confidential Information in accordance with all policies promulgated
by the Colorado Office of Information Security and all applicable laws, rules, policies,
publications, and guidelines including, without limitation: (i) the most recently promulgated
IRS Publication 1075 for all Tax Information, (ii) the most recently updated PCI Data
Security Standard from the PCI Security Standards Council for all PCI, (iii) the most
recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation,
Criminal Justice Information Services Security Policy for all CJI, and (iv) the federal
Health Insurance Portability and Accountability Act for all PHI and the H1PAA Business
Associate Addendum attached to this Contract. Contractor shall immediately forward any
request or demand for State Records to the State's principal representative,
B. Other Entity Access and Nondisclosure Agreements
Contractor may provide State Records to its agents, employees, assigns and Subcontractors
as necessary to perform the Work, but shall restrict access to State Confidential Information
to those agents, employees, assigns and Subcontractors who require access to perform their
obligations under this Contract. Contractor shall ensure all such agents, employees, assigns,
and Subcontractors sign nondisclosure agreements at least as protective as this Contract,
and that the nondisclosure agreements are in force at all times the agent, employee, assign
or Subcontractor has access to any State Confidential Information. Contractor shall provide
copies of those signed nondisclosure agreements to the State upon request.
C. Use, Security, and Retention
Contractor 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. Contractor shall provide the State with access,
subject to Contractor's reasonable security requirements, for purposes of inspecting and
monitoring access and use of State Confidential Information and evaluating security control
effectiveness. Upon the expiration or termination of this Contract, Contractor shall return
State Records provided to Contractor or destroy such State Records and certify to the State
that it has done so, as directed by the State. If Contractor is prevented by law or regulation
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from returning or destroying State Confidential Information, Contractor warrants it will
guarantee the confidentiality of, and cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Contractor becomes aware of any Incident, 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 Contractor can establish that none of
Contractor or any of its agents, employees, assigns or Subcontractors are the cause or
source of the Incident, Contractor shall be responsible for the cost of notifying each person
who may have been impacted by the Incident. After an Incident, Contractor shall take steps
to reduce the risk of incurring a similar type of Incident in the future as directed by the
State, which may include, but is not limited to, developing and implementing a remediation
plan that is approved by the State, at no additional cost to the State.
11. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Contractor shall not engage in any business or activities, or maintain any relationships that
conflict in any way with the full performance of the obligations of Contractor under this
Contract. Such a conflict of interest would arise when a Contractor or Subcontractor's
employee, officer or agent were to offer or provide any tangible personal benefit to an
employee of the State, or any member of his or her immediate family or his or her partner,
related to the award of, entry into or management or oversight of this Contract.
B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, even the appearance of a
conflict of interest shall be harmful to the State's interests. Absent the State's prior written
approval, Contractor shall refrain from any practices, activities or relationships that
reasonably appear to be in conflict with the full performance of Contractor's obligations
under this Contract.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a
conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a
disclosure statement setting forth the relevant details for the State's consideration. Failure
to promptly submit a disclosure statement or to follow the State's direction in regard to the
actual or apparent conflict constitutes a breach of this Contract.
D. Contractor shall maintain a written conflict of interest policy. Contractor shall provide the
written conflict of interest policy to the State upon request.
12. INSURANCE
Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and
maintain, insurance as specified in this section at all times during the term of this Contract to the
extent that such insurance policies are required as shown on the Signature and Cover Page for
this Contract. All insurance policies required by this Contract shall be issued by insurance
companies with an AM Best rating of A -VIII or better.
A. Workers' Compensation
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Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Contractor or Subcontractor employees acting within the course and
scope of their employment.
B. General Liability
Commercial general liability insurance written on an Insurance Services Office occurrence
form, 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 PH, PHI,
PCI, Tax Information, and Cii, 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.
Notwithstanding sections D(i) and (ii) above, if Contractor has State Confidential
Information for 10 or fewer individuals or revenues of $250,000 or less, Contractor
shall maintain limits of not less than $50,000.
iv. Notwithstanding sections D(i) and (ii) above, if Contractor has State Confidential
Information for 25 or fewer individuals or revenues of $500,000 or less, Contractor
shall maintain limits of not less than $100,000.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Addition al Insured
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The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed
operations) required of Contractor and Subcontractors.
H. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary over any
insurance or self-insurance program carried by Contractor or the State.
I. Cancellation
The above insurance policies shall include provisions preventing cancellation or non -
renewal, except for cancellation based on non-payment of premiums, without at least 30
days prior notice to Contractor and Contractor shall forward such notice to the State in
accordance with §16 within 7 days of Contractor's receipt of such notice.
L Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in relation
to this Contract shall include clauses stating that each carrier shall waive all rights of
recovery under subrogation or otherwise against Contractor or the State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
K. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental
Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of
the liability insurance requirements stated above, at all times during the term of this
Contract such liability insurance, by commercial policy or self-insurance, as is necessary to
meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of
the GIA, Contractor shall ensure that the Subcontractor maintains at all times during the
terms of this Contract, in lieu of the liability insurance requirements stated above, such
liability insurance, by commercial policy or self-insurance, as is necessary to meet the
Subcontractor's obligations under the GIA.
L. Certificates
Contractor shall provide to the State certificates evidencing Contractor's insurance
coverage required in this Contract within 7 Business Days following the Effective Date.
Contractor shall provide to the State certificates evidencing Subcontractor insurance
coverage required under this Contract within 7 Business Days following the Effective Date,
except that, if Contractor's subcontract is not in effect as of the Effective Date, Contractor
shall provide to the State certificates showing Subcontractor insurance coverage required
under this Contract within 7 Business Days following Contractor's execution of the
subcontract. No later than 15 days before the expiration date of Contractor's or any
Subcontractor's coverage, Contractor shall deliver to the State certificates of insurance
evidencing renewals of coverage. At any other time during the term of this Contract, upon
request by the State, Contractor shall, within 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 §12.
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13. BREACH
A. Defined
The failure of a Party to perform any of its obligations in accordance with this Contract, in
whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of
proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against
Contractor, or the appointment of a receiver or similar officer for Contractor or any of its
property, which is not vacated or fully stayed within 30 days after the institution of such
proceeding, shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach, the aggrieved Party shall give written notice of breach to the other
Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after
the delivery of written notice, the Party may exercise any of the remedies as described in
§14 for that Party. Notwithstanding any provision of this Contract to the contrary, the State,
in its discretion, need not provide notice or a cure period and may immediately terminate
this Contract in whole or in part or institute any other remedy in the Contract in order to
protect the public interest of the State.
14. REMEDIES
A. State's Remedies
If Contractor is in breach under any provision of this Contract and fails to cure such breach,
the State, following the notice and cure period set forth in §13.B., shall have all of the
remedies listed in this §14.A. in addition to all other remedies set forth in this Contract or at
law. The State may exercise any or all of the remedies available to it, in its discretion,
concurrently or consecutively.
i. Termination for Breach
In the event of Contractor's uncured breach, the State may terminate this entire
Contract or any part of this Contract. Contractor shall continue performance of this
Contract to the extent not terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Contractor shall not incur
further obligations or render further performance past the effective date of such
notice, and shall terminate outstanding orders and subcontracts with third
parties. However, Contractor shall complete and deliver to the State all Work
not cancelled by the termination notice, and may incur obligations as necessary
to do so within this Contract's terms. At the request of the State, Contractor shall
assign to the State all of Contractor's rights, title, and interest in and to such
terminated orders or subcontracts. Upon termination, Contractor shall take
timely, reasonable and necessary action to protect and preserve property in the
possession of Contractor but in which the State has an interest. At the State's
request, Contractor shall return materials owned by the State in Contractor's
possession at the time of any termination. Contractor shall deliver all completed
Work Product and all Work Product that was in the process of completion to the
State at the State's request.
b. Payments
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Notwithstanding anything to the contrary, the State shall only pay Contractor for
accepted Work received as of the date of termination. If, after termination by the
State, the State agrees that Contractor was not in breach or that Contractor's
action or inaction was excusable, such termination shall be treated as a
termination in the public interest, and the rights and obligations of the Parties
shall be as if this Contract had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain
liable to the State for any damages sustained by the State in connection with any
breach by Contractor, and the State may withhold payment to Contractor for the
purpose of mitigating the State's damages until such time as the exact amount of
damages due to the State from Contractor is determined. The State may
withhold any amount that may be due Contractor as the State deems necessary
to protect the State against loss including, without limitation, loss as a result of
outstanding liens and excess costs incurred by the State in procuring from third
parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
a. Suspend Performance
Suspend Contractor's performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Contractor ,
to an adjustment in price or cost or an adjustment in the performance schedule.
Contractor shall promptly cease performing Work and incurring costs in
accordance with the State's directive, and the State shall not be liable for costs
incurred by Contractor after the suspension of performance.
b. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Contractor's actions or
inactions, cannot be performed or if they were performed are reasonably of no
value to the state; provided, that any denial of payment shall be equal to the
value of the obligations not performed.
d. Removal
At any time, regardless of whether Contractor is in breach, demand immediate
removal of any of Contractor's employees, agents, or Subcontractors from the
Work whom the State deems incompetent, careless, insubordinate, unsuitable, or
otherwise unacceptable or whose continued relation to this Contract is deemed
by the State to be contrary to the public interest or the State's best interest.
e. Intellectual Property
If any Work infringes a patent, copyright, trademark, trade secret or other
intellectual property right, Contractor shall, as approved by the State, (a) secure
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that right to use such Work for the State or Contractor; (b) replace the Work
with noninfringing Work or modify the Work so that it becomes noninfringing;.
or, (c) remove any infringing Work and refund the amount paid for such Work
to the State.
B. Contractor's Remedies
If the State is in breach of any provision of this Contract and does not cure such breach,
Contractor, following the notice and cure period in §13.B and the dispute resolution process
in §15, shall have all remedies available at law and equity.
15. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of
this Contract which cannot be resolved by the designated Contract representatives shall be
referred in writing to a senior departmental management staff member designated by the
State and a senior manager designated by Contractor for resolution.
B. Resolution of Controversies
If the initial resolution described in §15.A fails to resolve the dispute within 10 Business
Days, Contractor shall submit any alleged breach of this Contract by the State to the
purchasing director of CDHS for resolution in accordance with the provisions of §§24-109-
101, 24-109-106, 24-109-107, and 24-109-201 through 24-109-206 C.R.S., (the
"Resolution Statutes"), except that if Contractor wishes to challenge any decision rendered
by the purchasing director, Contractor's challenge shall be an appeal to the executive
director of the Department of Personnel and Administration, or their delegate, under the
Resolution Statutes before Contractor pursues any further action as permitted by such
statutes. Except as otherwise stated in this Section, all requirements of the Resolution
Statutes shall apply including, without limitation, time limitations.
16. NOTICES AND REPRESENTATIVES
Each individual identified on the Signature and Cover Pages shall be the principal representative
of the designating Party. All notices required or permitted to be given under this Contract shall be
in writing, and shall be delivered (i) by hand with receipt required, (ii) by certified or registered
mail to such Party's principal representative at the address set forth below or (iii) as an email
with read receipt requested to the principal representative at the email address, if any, set forth
below. 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 §16 without a formal amendment to this Contract. Unless otherwise
provided in this Contract, notices shall be effective upon delivery of the written notice.
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Contractor assigns to the State and its successors and assigns, the entire right, title, and
interest in and to all causes of action, either in law or in equity, for past, present, or future
infringement of intellectual property rights related to the Work Product and all works based
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on, derived from, or incorporating the Work Product. Whether or not Contractor is under
contract with the State at the time, Contractor shall execute applications, assignments, and
other documents, and shall render all other reasonable assistance requested by the State, to
enable the State to secure patents, copyrights, licenses and other intellectual property rights
related to the Work Product. The Parties intend the Work Product to be works 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, Contractor hereby assigns to
the State, the entire right, title, and interest in and to copyrights in all Work Product
and all works based upon, derived from, or incorporating the Work Product; all
copyright applications, registrations, extensions, or renewals relating to alI Work
Product and all works based upon, derived from, or incorporating the Work Product;
and all moral rights or similar rights with respect to the Work Product throughout the
world. To the extent that Contractor cannot make any of the assignments required by
this section, Contractor hereby grants to the State a perpetual, irrevocable, royalty -free
license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and
create derivative works of the Work Product and all works based upon, derived from,
or incorporating the Work Product by all means and methods and in any format now
known or invented in the future. The State may assign and license its rights under this
license.
ii. Patents
In addition, Contractor grants to the State (and to recipients of Work Product
distributed by or on behalf of the State) a perpetual, worldwide, no -charge, royalty -
free, irrevocable patent license to make, have made, use, distribute, sell, offer for sale,
import, transfer, and otherwise utilize, operate, modify and propagate the contents of
the Work Product. Such license applies only to those patent claims licensable by
Contractor that are necessarily infringed by the Work Product alone, or by the
combination of the Work Product with anything else used by the State.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Contract, 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"). Contractor shall not use, willingly
allow, cause or permit Work Product or State Materials to be used for any purpose other
than the performance of Contractor's obligations in this Contract without the prior written
consent of the State. Upon termination of this Contract for any reason, Contractor shall
provide all Work Product and State Materials to the State in a form and manner as directed
by the State.
18. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments, boards, commissions committees, bureaus, offices, employees and officials shall be
controlled and limited by the provisions of the GIA; the Federal Tort Claims Act (as applicable),
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.
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19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either
on the Effective Date or at anytime thereafter, this §19 shall apply. Contractor agrees to be
governed by and comply with the provisions of §24-102-205, §24-102-206, §24-103-601, §24-
103.5-101 and §24-105-102 C.R.S. regarding the monitoring of vendor performance and the
reporting of contract performance information in the State's contract management system
("Contract Management System" or "CMS"). Contractor's performance shall be subject to
evaluation and review in accordance with the terms and conditions of this Contract, Colorado
statutes governing CMS, and State Fiscal Rules and State Controller policies.
20. GENERAL PROVISIONS
A. Assignment
Contractor's rights and obligations under this Contract are personal and may not be
transferred or assigned without the prior, written consent of the State. Any attempt at
assignment or transfer without such consent shall be void. Any assignment or transfer of
Contractor's rights and obligations approved by the State shall be subject to the provisions
of this Contract
B. Subcontracts
Unless other restrictions are required elsewhere in this Contract, Contractor shall not enter
into any subcontract in connection with its obligations under this Contract without
providing notice to the State. The State may reject any such subcontract, and Contractor
shall terminate any subcontract that is rejected by the State and shall not allow any
Subcontractor to perform any Work after that Subcontractor's subcontract has been rejected
by the State. Contractor shall submit to the State a copy of each such subcontract upon
request by the State. All subcontracts entered into by Contractor in connection with this
Contract shall comply with all applicable federal and state laws and regulations, shall
provide that they are governed by the laws of the State of Colorado, and shall be subject to
all provisions of this Contract.
C. Binding Effect
Except as otherwise provided in §20.A., all provisions of this Contract, including the
benefits and burdens, shall extend to and be binding upon the Parties' respective successors
and assigns.
• D. Authority
Each Party represents and warrants to the other that the execution and delivery of this
Contract and the performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Contract are for convenience of reference only, and shall
not be used to interpret, define, or limit its provisions. All references in this Contract to
sections (whether spelled out or using the § symbol), subsections, exhibits or other
attachments, are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
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This Contract may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
G. Entire Understanding
This Contract represents the complete integration of all understandings between the Parties
related to the Work, and all prior representations and understandings related to the Work,
oral or written, are merged into this Contract. Prior or contemporaneous additions,
deletions, or other changes to this Contract shall not have any force or effect whatsoever,
unless embodied herein.
H. Jurisdiction and Venue
All suits or actions related to this Contract shall be filed and proceedings held in the State
of Colorado and exclusive venue shall be in the City and County of Denver.
I. Modification
Except as otherwise provided in this Contract, any modification to this Contract shall only
be effective if agreed to in a formal amendment to this Contract, properly executed and
approved in accordance with applicable Colorado State law and State Fiscal Rules.
Modifications permitted under this Contract, other than contract amendments, shall
conform to the policies promulgated by the Colorado State Controller,
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or
other authority shall be interpreted to refer to such authority then current, as may have been
changed or amended since the Effective Date of this Contract.
K. Order of Precedence
In the event of a conflict or inconsistency between this Contract and any Exhibits or
attachments such conflict or inconsistency shall be resolved by reference to the documents
in the following order of priority:
i. HIPAA Business Associate Addendum (if any).
ii. Colorado Special Provisions in §21 of the main body of this Contract.
iii. The provisions of the other sections of the main body of this Contract.
iv. Any other Exhibit(s) shall take precedence in alphabetical order.
L. Severability
The invalidity or unenforceability of any provision of this Contract shall not affect the
validity or enforceability of any other provision of this Contract, which shall remain in full
force and effect, provided that the Parties can continue to perform their obligations under
this Contract in accordance with the intent of the Contract.
M. Survival of Certain Contract Terms
Any provision of this Contract that imposes an obligation on a Party after termination or
expiration of the Contract shall survive the termination or expiration of the Contract and
shall be enforceable by the other Party.
N. Taxes
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The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle
D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and
from Colorado state and local government sales and use taxes under §§39-26-704(1), et seq.
C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall
not be liable for the payment of any excise, sales, or use taxes, regardless of whether any
political subdivision of the state imposes such taxes on Contractor. Contractor shall be
solely responsible for any exemptions from the collection of excise, sales or use taxes that
Contractor may wish to have in place in connection with this Contract.
O. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §20.13., this Contract
does not and is not intended to confer any rights or remedies upon any person or entity
other than the Parties. Enforcement of this Contract and all rights and obligations hereunder
are reserved solely to the Parties. Any services or benefits which third parties receive as a
result of this Contract are incidental to the Contract, and do not create any rights for such
third parties.
P. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Contract,
whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any
single or partial exercise of any right, power, or privilege preclude any other or further
exercise of such right, power, or privilege.
CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures
and standards required under §24-103.5401 C.R.S., if any, are subject to public release
through the CORA.
R. Standard and Manner of Performance
Contractor shall perform its obligations under this Contract in accordance with the highest
standards of care, skill and diligence in Contractor's industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations.
Contractor shall secure, prior to the Effective Date, and maintain at all times during the
term of this Contract, at its sole expense, all licenses, certifications, permits, and other
authorizations required to perform its obligations under this Contract, and shall ensure that
all employees, agents and Subcontractors secure and maintain at all times during the term
of their employment, agency or subcontract, all license, certifications, permits and other
authorizations required to perform their obligations in relation to this Contract.
T. Indemnification
i. Applicability
This entire §20.T does not apply to Contractor if Contractor is a "public entity" within
the meaning of the GIA.
ii. General Indemnification
Contractor shall indemnify, save, and hold harmless the State, its employees, agents
and assignees (the "Indemnified Parties"), against any and all costs, expenses, claims,
damages, liabilities, court awards and other amounts (including attorneys' fees and
Q.
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related costs) incurred by any of the Indemnified Parties in relation to any act or
omission by Contractor, or its employees, agents, Subcontractors, or assignees in
connection with this Contract.
iii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §10
may be cause for legal action by third parties against Contractor, the State, or their
respective agents. Contractor shall indemnify, save, and hold harmless the
Indemnified Parties, against any and all claims, damages, liabilities, losses, costs,
expenses (including attorneys' fees and costs) incurred by the State in relation to any
act or omission by Contractor, or its employees, agents, assigns, or Subcontractors in
violation of §10.
iv. Intellectual Property Indemnification
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against
any and all costs, expenses, claims, damages, liabilities, and other amounts (including
attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim
that any Work infringes a patent, copyright, trademark, trade secret, or any other
intellectual property right.
21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1)
These Special Provisions apply to all contracts except where noted in italics.
A. CONTROLLER'S APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller
or designee.
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.
No term or condition of this Contract shall be construed or interpreted as a waiver, express
or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the
Colorado Governmental Immunity Act, §24-10.101 et seq. C.R.S., or the Federal Tort
Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b).
D. INDEPENDENT CONTRACTOR
Contractor shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to
be an agent or employee of the State. Contractor and its employees and agents are not
entitled to unemployment insurance or workers compensation benefits through the State
and the State shall not pay for or otherwise provide such coverage for Contractor or any of
its agents or employees. Unemployment insurance benefits will be available to Contractor
and its employees and agents only if such coverage is made available by Contractor or a
third party. Contractor shall pay when due all applicable employment taxes and income
taxes and local head taxes incurred pursuant to this Contract. Contractor shall not have
authorization, express or implied, to bind the State to any agreement, liability or
understanding, except as expressly set forth herein. Contractor shall (i) provide and keep in
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•
force workers' compensation and unemployment compensation insurance in the amounts
required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely
responsible for its acts and those of its employees and agents.
E. COMPLIANCE WITH LAW.
Contractor shall strictly comply with all applicable federal and State laws, rules, and
regulations in effect or hereafter established, including, without limitation, laws applicable
to discrimination and unfair employment practices.
P. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall
be null and void. Any provision incorporated herein by reference which purports to negate
this or any other Special Provision in whole or in part shall not be valid or enforceable or
available in any action at law, whether by way of complaint, defense, or otherwise. Any
provision rendered null and void by the operation of this provision shall not invalidate the
remainder of this Contract, to the extent capable of execution.
G. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra judicial body or
person. Any provision to the contrary in this Contract or incorporated herein by reference
shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order 1) 002 00.
Stateor other public funds payable under this Contract shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Contractor hereby certifies and warrants that, during the
term of this Contract and any extensions, Contractor has and shall maintain in place
appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Contractor is in violation of this provision, the State may exercise any
remedy available at law or in equity or under this Contract, including, without limitation,
immediate termination of this Contract and any remedy consistent with federal copyright
laws or applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201
and 24-50-507, C.RS.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Contract.
Contractor has no interest and shall not acquire any interest, direct or indirect, that would
conflict in any manner or degree with the performance of Contractor's services and
Contractor shall not employ any person having such known interests.
J. VENDOR OFFSET. §§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),
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
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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.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq. C.R.S.
(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] Contractor certifies, warrants, and agrees that it does not knowingly employ or
contract with 'an illegal alien who will perform work under this Contract and will confirm
the employment eligibility of all employees who are newly hired for employment in the
United States to perform work under this Contract, through participation in the E -Verify
Program established under Pub. L. 104-208 or the State verification program established
pursuant to §8-17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or contract
with an illegal alien to perform work under this Contract or enter into a contract with a
Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly
employ or contract with an illegal alien to perform work under this Contract. Contractor (i)
shall not use E -Verify Program or State program procedures to undertake pre -employment
screening of job applicants while this Contract is being performed, (ii) shall notify the
Subcontractor and the contracting State agency within 3 days if Contractor has actual
knowledge that a Subcontractor is employing or contracting with an illegal alien for work
under this Contract, (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 Contractor participates in the State program, Contractor shall deliver to the
contracting State agency, Institution of Higher Education or political subdivision, a written,
notarized affirmation, affirming that Contractor has examined the legal work status of such
employee, and shall comply with all of the other requirements of the State program. If
Contractor fails to comply with any requirement of this provision or §§8-17.5-101 et seq.,
C.R.S., the contracting State agency, institution of higher education or political subdivision
may terminate this Contract for breach and, if so terminated, Contractor shall be liable for
damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Contractor, if a natural person 18 years of age or older, hereby swears and affirms under
penalty of perjury that he or she (1) 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 Contract.
22. DEPARTMENT OF HUMAN SERVICES PROVISIONS
A. Exclusion, Debarment and/or Suspension.
Contractor represents and warrants that Contractor, its employees, agents, assigns, or
Subcontractors, are not presently excluded from participation, debarred, suspended,
proposed for debarment, declared ineligible, voluntarily excluded, or otherwise ineligible to
participate in a "federal health care program" as defined in 42 U.S.C. § 1320a-7b(f) or in
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any other government payment program by any federal or State of Colorado department or
agency. If Contractor, its employees, agents, assigns, or Subcontractors, are excluded from
participation, or becomes otherwise ineligible to participate in any such program during the
term of this Contract, Contractor shall notify the State in writing within three (3) days after
such event. Upon the occurrence of such event, whether or not such notice is given to
Contractor, the State may immediately terminate this Contract.
B. Emergency.Planning.
If Contractor provides Work that is an extension of State work performed as part of the
State of Colorado Emergency Operations Plan or for a publicly funded safety net program,
as defined by C.R.S. § 24-33.5-701 et seq., Contractor shall perform the Work in
accordance with the State's Emergency Operations Plan or continuity of operations plan in
the event of an emergency. If requested, Contractor shall provide a plan and reporting
information to ensure compliance with the State's Emergency Operations Plan and C.R.S. §
24-33.5-701 et seq.
C. Restrictions on Public Benefits.
If applicable, Contractor shall comply with C.R.S. §§ 24-76.5-101 — 103 exactly as the
State is required to comply with C.R.S. §§ 24-76.5-101-103.
D. Discrimination
Contractor shall not:
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 Contract has the right to assert a claim, Colorado Civil Rights Division, C.R.S. §24-
34-301, et seq.
E. Criminal Background Check:
Pursuant to C.R.S. §27-90-111 and CDHS Policy VI -2.4, any independent contractor, and
its agent(s), who is designated by the Executive Director or the Executive Director's
designee to be a contracting employee under C.R.S. §27-90-111, who has direct contact
with vulnerable persons in a state -operated facility, or who provides state -funded services
that involve direct contact with vulnerable persons in the vulnerable person's home or
residence, shall:
i. submit to a criminal background check, and
ii. report any arrests, charges, or summonses for any disqualifying offense as specified
by C.R.S. §27-90-111 to the State.
Any Contractor or its agent(s), who does not comply with C.R.S. §27-90-111 and DHS
Policy VI -2.4, may, at the sole discretion of the State, be suspended or terminated.
F. Fraud Policy.
Contractor shall comply with the current CDHS Fraud Policy, which can be found at:
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D
hops://sites.google.com/a/state.co.us/cdhs-oas/home/financial-services/contracts.
G. C-Stat - Performance Based Program Analysis and Management Strategy (C-Stat
Strategy):
Without any additional cost to the State, Contractor shall collect and maintain Contract
performance data, as determined solely by the State. Upon request, Contractor shall
provide the Contract performance data to the State. This provision does not allow the State
to impose unilateral changes to performance requirements.
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23. SAMPLE OPTION LETTER (IF APPLICABLE)
State Agency
Insert Department's or IHE's Full Legal Name
Option Letter Number
Insert the Option Number (e.g. "1" for the first option)
Contractor
Insert Contractor's Full Legal Name, including
"Inc.", "LLC", eta...
Original Contract Number
Insert CMS number or Other Contract Number of the Original Contract
Current Contract Maximum Amount
Initial Term
State Fiscal Year 20xx $0.00
Extension Terms
State Fiscal Year 20xx $0.00 '
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
Total for All State Fiscal Years $0.00
Option Contract Number
Insert CMS number or Other Contract Number of this Option
Contract Performance Beginning Date
The later of the Effective Date or Month Day, Year
Current Contract Expiration Date
Month Day, Year
1.
OPTIONS:
A. Option to extend for an Extension Term
B. Option to change the quantity of Goods under the Contract
C. Option to change the quantity of Services under the Contract
D. Option to modify Contract rates
E. Option to initiate next phase of the Contract
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) Number of the Original Contract referenced above,
the State hereby exercises its option for an additional term, beginning Insert start date and ending on the
current contract expiration date shown above, at the rates stated in the Original Contract, as amended.
B. For use with Options 1(B and C): In accordance with Section(s) Number of the Original Contract
referenced above, the State hereby exercises its option to Increase/Decrease the quantity of the
Goods/Services or both at the rates stated in the Original Contract, as amended.
C. For use with Option 1(D): In accordance with Section(s) Number of the Original Contract referenced above,
the State hereby exeroises Its option to modify the Contract rates specified in Exhibit/Section Number/Letter.
The Contract rates attached to this Option Letter replace the rates in the Original Contract as of the Option
Effective Date of this Option Letter.
D. For use with Option 1(E): In accordance with Section(s) Number of the Original Contract referenced above,
the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc, which shall begin on
Insert start date and end on Insert ending date at the cosi/price specified in Section Number.
E. For use with all Options that modify the Contract Maximum Amount: The Contract Maximum Amount
table on the Contract's Signature and Cover Page is hereby deleted and replaced with the Current Contract
Maximum Amount table shown above.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later.
STATE OF COLORADO
john W. Hickenlooper, Governor
INSERT -Name of Agency or IHE
INSERT -Name & Title of Head of Agency or IHE
SAMPLE ONLY — DO NOT SIGN
By: Name & Title of Person Signing for Agency or IHE
Date: SAMPLE ONLY —DO NOT SIGN
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In accordance with §244-30-202 C.R.S., this Option is not valid
until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert *Taros, CPA, MBA, *TD
SAMPLE ONLY -- DO NOT SIGN
Name of Agency or IHE Delegate Please delete if contract
will be routed to OSC for approval
Option Effective Date: SAMPLE ONLY — DQNOT SIGN
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EXHIBIT B
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
Larimer County Workforce Center / Front Range Alliance (FRA)
Colorado Works Subsidized Training and Employment Program (CW STEP)
The later of the Effective Date or December 18, 2018 —June 30, 2019
EXHIBIT A: SCOPE OF WORK
Recitals:
The Local Area Contractor (LAC) agrees to implement the "Colorado Works Subsidized Training &
Employment Program (CW STEP)" in partnership with the Colorado Department of Human Services
(CDHS), the Colorado Department of Labor and Employment (CDLE), the Colorado workforce
development system, and county departments of social/human services. CW STEP is funded through
the federal Temporary Assistance for Needy Families (TANF) program and will provide subsidized
work experience for participants eligible for basic cash assistance (BCA) in the Colorado Works
program.
1. BACKGROUND:
1.1. Senate Bill 17-292 charges CDHS to implement the Employment Opportunities with a Wage (re -
branded Colorado Works Subsidized Training and Employment Program (CW STEP)) for qualifying
Colorado Works basic cash assistance recipients. As envisioned by the legislation, the program is
intended to assist Colorado Works recipients to attain a living -wage; permanent jobs through
employment opportunities with subsidized wages, including apprenticeships, on-the-job training,
subsidized employment including transitional jobs, and paid internships.
2. TERMINOLOGY:
• BCA: Basic Cash Assistance
• CBO: Community Based Organization
• CDHS: Colorado Department of Human Services
• CDLE: Colorado Department of Labor and Employment
• CS: Closed Successfully
• CU: Closed Unsuccessfully
• CW: Colorado Works
• EOR: Employer of Record
• HSE: Host Site Employer
• LAC: Local Area Contractor
• OJT: On -the -Job Training
• RCT: Randomized Control Trail
• SE: Subsidized Employment
• STEP: Subsidized Training & Employment Program
• SW: Subsidized Wage
• TANF: Temporary Assistance for Needy Families
• Ti: Transitional Job
• UE: Unsubsidized Employment
• WBL: Work -Based Learning
Page 1 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
3. ALLOWABLE ACTIVITIES AND DEFINITIONS:
3.1. Work -based learning occurs in part or wholly in the workplace, designed to provide the learner with
hand -on, real world experience. For the purpose of CW STEP, work -based learning opportunities
include subsidized employment, transitional jobs, apprenticeships, on-the-job training, and
internships.
3.2. Subsidized Employment is employment in the public or private sector for which the employer
receives a subsidy to offset wages and costs of employing the participant. Subsidized employment
entails time -limited, wage -paid work that help individuals who are chronically unemployed or
underemployed, often with barriers to employment, establish work history and develop workplace
skills with a goal of obtaining unsubsidized employment.
3.3. Transitional Job is a form of subsidized employment, combining real work, skill development, and
support services to help participants overcome substantial barriers to employment.
3.4. On -the -Job Training combines productive work with the provision of knowledge and skills essential
to full, competent performance on the job. The employer and worker/participant engage in a
training plan with the goal of full employment in the position.
3.5. Apprenticeship is an employer -driven, experiential learning model combining on-the-job learning as
a paid employee with related classroom instruction in order to increase one's skill level and wages.
Apprenticeships do not have to be registered.
3.6. Internship is an employment opportunity in a real -world environment, designed to expose the
participant to the work environment, requirements, and behavioral expectations of a particular
occupation or industry. These work experiences are designed to stimulate long-term employment
success, but are not expected to provide formal occupational skills training.
4. ADDITIONAL DEFINITIONS:
4.1. Local Area Contractor (LAC): The selected contractor is responsible for outreach and recruitment of
host site employers, introduction of a CW STEP participant to host site employers, collaborating
with county departments and their community partners (e.g. community -based organizations,
community colleges, workforce centers, early childhood councils, and family resource centers), and
maintaining regular communication between participants, host site employers, human/social
services departments, and CDLE.
4.2. Employer of Record: A business or agency responsible for paying wages to a CW STEP participant,
withholding and payment of payroll taxes, including FICA, Medicare, and applicable unemployment
insurance taxes, worker's compensation coverage, and preparation and distribution of federal and
state taxes.
4.3. Host Site Employer: A business or agency agreeing to host, train, and supervise a CW STEP
participant and certify the hours the participant has worked.
4.4. Small- and medium-sized business: A business with 50 or fewer fulltime employees.
4.5. Large -sized business: A business with more than 50 fulltime employees.
Page 2 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
4.6. Minimum Wage: State minimum wage of $10.20 per hour effective January 1, 2018, as set by the
Colorado Department of Labor & Employment.
4.7. Prevailing Wage: Defined as the hourly wage, usual benefits and overtime paid in the largest city in
each county, to the majority of workers, laborers, and mechanics. Prevailing wages are established,
by the Department of Labor & Industries, for each trade and occupation employed in the
performance of public work. They are established separately for each county, and are reflective of
local wage conditions.
4.8. Subsidized Employment (SE): Earnings from employment or training in combination with work in
which all or a portion of the wage is paid to an employer with CW STEP funds.
4.9. Unsubsidized Employment (UE): Earnings from employment provided by an employer who does not
receive a subsidy for the creation and maintenance of the employment position.
4.10. Paid and Unpaid Training: Training tied to a specific occupation and industry recognized which
helps build employable skills that is attached to an employment opportunity and is an expressed
component necessary for an individual to gain employment.
4.11. Unemployed: An individual without employment for at least four consecutive weeks, who is
actively seeking employment utilizing the public workforce system.
4.12. Underemployed: An individual employed for no more than twenty hours per week, for at least
four consecutive weeks, who is actively seeking employment utilizing the public the workforce
system.
4.13. Closed Successfully (CS): Occurs once a participant exits to a successful outcome.
4.14. Closed Unsuccessfully (GUI: Occurs once a participant is no longer suited to participate in the
program due to lack of participant engagement, relocating to a different state, physically unable to
work, or other reasoning which precluded a participant from gaining an unsubsidized job.
4.15. Randomized Control Trail (RCT): A study design that randomly assigns participants into an
experimental group or a control group. As the study is conducted, the only expected difference
between the control and experimental groups in a randomized controlled trial (RCT) are the
outcomes being studied.
4.16. Target Population: Individuals or families eligible to receive Colorado Works BCA whom are
deemed appropriate for and can benefit from the CW STEP based on their Colorado Works
assessment. Adults receiving BCA and are age appropriate/ work ready may receive se?vices
through CW STEP. County Departments or other agencies working with this population shall make
referrals to the LAC.
Page 3 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
5. ALLOWABLE SPENDING:
5.1. Work Experience and Wages:
• Participants will receive subsidized wages (in combination with complementary training
and/or other support) for up to six months at a maximum of forty hours per week, with an
option to extend for a maximum of an additional six months (given documented
circumstances). Multiple occurrences (up to three) can occur through the duration of the
program. Providers must demonstrate a cost per participant model that displays the
anticipated cost for wages, training, education, supportive services and other identified costs.
• Employment can occur in a broad spectrum of venues: private, public, nonprofit, or
community -based organizations.
• Participants may be paid the prevailing wage (as determined with local Labor Market
Information) for the job they are doing commensurate with their experience.
• Types of work experience can include one or a combination of: subsidized employment,
work -based learning, apprenticeships, internships, transitional jobs, on-the-job training,
career training, extended learning, instructional site learning, and job shadowing and
classroom training directly related to work.
• ALL placements must include hands-on work experience with a wage. Depending on the
nature of the placement, participants may be compensated in wages for up to 100% for any
of the activities listed above under "allowable activities."
5.2. Job Coaching and Supportive Services:
• Based on the participant's county of residence policy, eligible supportive services must be
directly related to the participant's ability to work in the immediate subsidized placement
(e.g. work tools, eyeglasses, bus pass, and performance bonuses).
• Supportive services shall be coordinated with the referring county to ensure that services are
not duplicated and that they are released through the statewide benefit management system
when appropriate.
• Available county TANF funds for supportive services shall be prioritized when applicable
before STEP funds may be used for supportive services. CW STEP funds used for supportive
services must be directly related to the participant's ability to work in the immediate
subsidized placement.
• Case management and coaching may be provided independently or.in combination with
supportive services. Available county TANF funds for case management and coaching shall be
prioritized when applicable before STEP funds may be used for these services. Job
Coaching/Case Management should be related to CW STEP activities along with other
employment barrier removal.
Page 4 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
5.3. Administrative Costs:
• No more than 10% of available funds may be used for administrative costs.
• Administrative costs are:
o Federally defined as costs necessary for the proper administration of the TANF
program. It includes the costs for general administration, eligibility determination,
and program coordination, including indirect (or overhead) costs.
o The definition does not include the direct costs (including salaries and benefits)
associated with providing program services, such as diversion benefits, case
management, job development, and post -employment supports, screenings and
assessments, and the development of employability plans and work services.
o Expenditures for contract activities are treated as program or administrative costs
based on the nature or purpose of the contract.
6. SERVICES TO BE PERFORMED:
6.1. FRA shall operate CW STEP in accordance with the specifications, performance measures,
application and other requirements and policies, described in this Exhibit A, Scope of Work.
6.2. FRA shall utilize the method for recruiting and enrolling eligible Colorado Works BCA participants in
coordination with local human/social services agencies outlined in their application response and in
accordance with Senate Bill 17-292. Individuals eligible for CW STEP services must be a member of
an active Colorado Works basic cash assistance case. Parents, step-parents, and youth are all
eligible, as are work -required and non -work -required household members whom are recipients of
the BCA grant.
6.3. If applicable, County Departments or other agencies working with BCA recipients will continue to be
responsible for the assessment of those recipients as per Volume III rules. If BCA recipients are
deemed appropriate and are determined to have the ability to benefit, adults and age appropriate
children will be referred to CW STEP. County Departments will continue to be responsible for the
work programs case management and coordinate CW STEP activities work with CW STEP
contractors in their area.
6.4. Services to be provided by FRA under this contract are subsidized training and employment
opportunities, including subsidized employment, transitional jobs, apprenticeships, on-the-job
training, and paid internships in a work -based learning model. These services will be delivered as
part of a constellation of services that are provided to Colorado Works basic cash assistance
recipients and CW STEP contractors will work closely with referring agencies to provide case
management and other critical assistance to support participants to successfully participate in and
complete the program and secure permanent, unsubsidized employment. This may include
support for housing, transportation, child care, and other work supports. It is necessary to
collaborate with county departments of human/social services and their community partners.
Page 5 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
6.5. Depending on the needs of the Evaluation, a random assignment or a match methodology and
noticing protocol, or a more appropriate process, shall be established by CDHS and CDLE in
collaboration with our Evaluation team. FRA will be responsible for ensuring the implementation
of this process with rigor and fidelity.
6.6. Throughout the term of this agreement, FRA shall:
• Comply with grant provisions, and adhere to contract terms and agreements.
• Establish a specific data and information sharing agreement with CDLE.
• Ensure expenditures are allowable pursuant to the terms and conditions of this contract.
• Uphold subcontractors and employer compliance with applicable federal and state tax and
other applicable laws.
• Comply with reporting, data entry, and evaluation requirements of the Evaluation.
• Provide a monthly summary of participant information and line -item expenditures.
• Actively identify problems and areas to improve or change, and provide technical assistance
to partners as needed.
• Maintain detailed records of job placement and other activities, including employer
information, job title, description, projected and actual length of activity, and all relevant
outcomes including wage at placement at exit and if health benefits are offered with the job.
• Contact CDLE staff for guidance and clarification if a question arises as to applicability of this
contract.
• Develop agreements with county departments or other agencies working with BCA recipients
that will include the specific referral processes as well as follow-up and include other
collaborative processes that will occur with each involved agency.
• Ensure participants have adequate subsidized employment opportunities by securing
employer host sites which agree to mentor and provide appropriate work for CW STEP
participants during the subsidized employment period that cannot exceed six months (unless
otherwise specified and with prior approval from CDLE).
• Offer access to programs that encourage employers to hire participants (e.g. Federal
Bonding; Work Opportunity Tax Credit) and to programs that reward participants for
obtaining and retaining employment (e.g. Earned Income Tax Credit).
• Provide onboarding services immediately following a referral and begin the process to match
a participant in allowable CW STEP activities.
• Ensure services are delivered in a culturally competent manner, language appropriate, and
meet the needs and challenges of the target population.
Page 6 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
• Maintain regular communication with the referring counties or other agencies working with
BCA recipients regarding the employment status of participants.
o It is incumbent on the LAC to alert referring counties if the pipeline becomes over-
burdened (supply of participants greater than the demand from employers) with
referrals while participants are being matched to employers.
6.7. Throughout the term of this agreement, FRA may:
• Administer assessments to identify barriers, develop short- and long-term employment and
career goals, skills, and match participants to work assignments that fit their interests, needs,
and circumstances.
• Provide life skills and job readiness training (such as adhering to workplace norms) in
conjunction with subsidized employment.
• Offer connections to work supports and job retention services, such as short-term child care,
transportation, and community health resources in order to support subsidized employment
assignments.
• Perform job development activities to recruit businesses into the program and determine
their needs and requirements.
• Provide work -focused case management assistance which leads to permanent, unsubsidized
employment, in conjunction with subsidized employment assignments.
6.8. Throughout the term of this agreement, FRA shall not:
• Use CW STEP funds to supplant other contracts/programs.
• Provide standalone training (must be concurrent with subsidized employment).
• Use CW STEP funds for supportive services before prioritizing TANF funds as appropriate.
o Allowable supportive services expenses include, but are not limited to, tools,
uniforms, car repairs, rental and utility assistance, non -recurrent personal needs
(including eyeglasses), and other non -recurrent needs that may inhibit
participation in work.
o TANF and CW STEP funds may not be used to pay for medical expenses including
office visits, treatment, and medicines unless it is not covered by Medicaid and the
expense is pre -approved by CDLE and CDHS.
6.9. Working with Employers and Payroll:
• FRA may either choose to act as the employer of record (i.e. payroll, employment functions)
or reimburse the actual employer hosts for the cost of paying participants, etc. The employer
of record must not be in violation of the Civil Rights Act, the Americans with Disabilities Act
or any other law governing the equal treatment of employees in the workplace.
Page 7 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
• FRA may use multiple methods to recruit participating employers: media campaigns,
marketing events, staffing agencies, their own connections/word of mouth, and/or tasking
participants to market themselves to prospective employers.
o The cost of employer recruitment materials and development shall be built into
administrative costs and are not anticipated to exceed two percent (2%) of total
administrative costs.
o The LAC shall use all CW STEP marketing materials that CDHS and/or CDLE provides.
• FRA may use a staffing agency for payroll/benefits purposes, including issuing the W -2s.
• Only Work Experience hours actually worked are paid a wage.
• The employer of record (LAC or employer) will issue paychecks and W -2s to participants.
Unless identified differently through employer agreements, the employer of record who is:
o Providing employment and training, individually or simultaneously, must adhere to
the Civil Rights Act, the Americans with Disabilities Act or any other law governing
the equal treatment of employees in the workplace.
6.10. Participant Placements, Wages, and Compensation:
• All placements shall be subject to the Fair Labor Standards Act (FLSA).
• CW STEP participants shall be treated equitably by the participating employers.
• Participants will not be blindly referred to an employer the employer will have an
opportunity to pre-screen participants via employment fairs, Connecting Colorado,
interviews, or other agreed methods.
• Subsidy paid by CW STEP shall be negotiated with each employer (based upon the
participant's skill level).
• Employers that commit to placing a participant must affirm that no individuals are on layoff
from the same or any substantially equivalent job within the company or organization, and
that no existing regular employees were terminated to create the vacancy that shall be filled
by the program participant (Section 407(f) of the Deficit Reduction Act; Section 181 of the
Workforce Investment Act; 20 CFR 667.270).
• The work -based training option should provide an opportunity for the participant to perform
value added work to the business. The employer is not bound to hire the participant at the
completion of the subsidized period; however, the participant may be considered for the
position before beginning an external search.
• For On -the -Job Training opportunities, the employer is expected to retain participants who
successfully complete the training period.
Page 8 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
• For other categories of allowable activities offered in CW STEP targeted training should relate
to open positions within the local labor market with an opportunity to connect to
employment at the particular site or other employer in the community.
• Workers' compensation shall be paid according to arrangements made between employers
and LACs: The entity that pays the employee will pay the workers' compensation.
6.11. Reporting:
• FRA shall fully cooperate with the State and its program evaluator.
• FRA's reporting requirements (via reporting forms and/or database prescribed CDLE or CDHS)
include, but not limited to:
o Names and/or case numbers.
o Hours worked per week.
o Hourly wage (subsidized vs. unsubsidized).
o Training or other employer -paid activities.
o Supportive services provided.
o Total monthly income.
7. DELIVERABLES:
7.1. The assessment of FRA's performance will be based upon the metrics and deadlines agreed upon in
the section below. All contract obligations are contingent upon receipt of state funding.
7.2. Ensure implementation according to these specifications:
• Participation Hours per Week: Zero (0) to 40 hours per week of training and employment
activities.
7.3. Placements:
• The LAC is expected to rapidly engage and place participants at Employer Host Sites.
o The recommended period from time of referral to time of placement is two weeks.
• FRA shall have successfully placed a minimum of 300 participants into CW STEP by
06/30/2019 in industries/occupations tied to local labor market demands.
• In order to place a minimum of 300 participants by 06/30/2019 and allowing at least six
months for the subsidized activity, FRA must identify a plan of action to fulfill the goals of this
contract within the contract period.
7.4. Program Exit:
• FRA shall exit a minimum of 105 participants (35%) to unsubsidized employment.
• Of those 105, FRA shall exit a minimum of 21 participants (20%) to a living -wage job.
o LAC shall cite the source of reference to validate living -wage job, which may include:
• MIT Living Wage Calculator: http://livingwage.mit.edu/states/08/locations
• Self Sufficiency Index: http://cclponline.org/our-issues/economic-self-
sufficiency/colorado-self-sufficiency-standard/
• Other state or local sources of information.
Page 9 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
• FRA shall exit a minimum of 120 participants (40%) having gained marketable skills expected
to lead to obtaining a living -wage job in the short-term (i.e. less than two years).
o LAC is responsible for documenting how these skills attained will reasonably lead to
a living -wage job.
7.5. Employer Host Site Satisfaction:
• Colorado businesses expressed satisfaction with FRA as it pertains to their involvement with
CW STEP participant placements and their training and employment activities thereafter.
7.6. High -Quality Child Care
• If needed, FRA shall ensure that parents enrolled in CW STEP are provided with high -quality
child care for their children in their local community.
7.7. Tracking and Reporting:
• FRA shall collect and track program data and provide participant information and
expenditure reports to CDLE as follows:
o Monthly program reports are due by the 18th of each month, beginning with
February 18, 2018. Reports should consist of current month and
cumulative/unduplicated information including, but not limited to, the following:
• Number of participants referred.
• Number of participants enrolled.
• Activity summary report.
• Number of participants exited to unsubsidized employment.
• Number of participants exited without employment.
• Narrative Summary that includes:
• Number of employers
• Number of participants
• Average wage at placement
• Average subsidy amount average amount per case
• average percentage of wages
o Average number of hours participants worked, when data
are available.
• The same reports are due on a quarterly basis within 18 days following the
last month of each report period. Quarterly reports will report figures by
quarter and cumulative for the project to date.
o Monthly financial reports are due by the 18th of each month, beginning with
February 18, 2018. Reports should include, but are not limited to the following:
• Total expenditures
• Expenditures by category:
• Administrative expenses.
• Costs of supportive services.
Page 10 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
• Subsidized wages for employment activities.
• Subsidized wages for training activities.
■ LACs should note that the contract period spans two state fiscal years,
which begin on July ft. End of year invoicing varies slightly from monthly
invoicing, and must be provided by the fifth business day of July.
o End -of -Program report. A draft final report shall be submitted to CDLE within 30
days of the project end date and a final draft is due within 45 days.
■ Final aggregate data
• Final cumulative program report (as described above).
• Final cumulative financial report (as described above).
• Percentage of participants who enter unsubsidized employment.
• Average starting wage for unsubsidized employment.
• Average cost per case, description of the range of costs.
• Narrative description of services provided.
• Contact information for participating employers (to allow for
evaluation and program improvement activities).
• Qualitative description of placement occupations, industry, etc.
Description of regions' employer recruitment strategies.
o To establish baseline performance measures for future subsidized employment
programs that use this model, FRA will report:
■ Total number of participants placed in subsidized employment.
• Total number of participants placed in Occupational training.
• Percentage of participants who entered unsubsidized employment.
• Average starting wage for unsubsidized employment.
8. GOALS AND OUTCOMES:
8.1. The goals and the expected outcomes of this contract are to:
• Assist Colorado Works jobseekers in attaining living -wage, permanent jobs through
subsidized training and employment opportunities, including subsidized employment,
transitional jobs, apprenticeships, on-the-job training, and paid internships.
• Increase employment outcomes among Colorado Works jobseekers.
• Increase the number of jobs filled in industries with demonstrated shortages of qualified
workers.
8.2. Within the contract period, the following outcomes will be tracked:
• A minimum of 35% of Colorado Works jobseekers enrolled in CW STEP obtain employment.
• A minimum of 20% of Colorado Works jobseekers enrolled in CW STEP obtain living -wage
jobs.
Page 11 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
• At least 40% of Colorado Works jobseekers enrolled in CW STEP are on the right path to
obtaining a living -wage job in the short-term (i.e. less than two years) as demonstrated by
case documentation as prescribed by the State.
• Colorado businesses expressed satisfaction with CW STEP, as demonstrated by survey results.
• If needed, parents enrolled in the CW STEP have been provided with high -quality child care in
their local community for their children.
8.3. Long-term measurements (pending available data) may include:
• Post -participation wage progression.
• Employment retention at 90 days.
• Reduction or elimination of receipt of public assistance.
• Obtaining health and/or other benefits with employment; and 2Gen outcomes including
educational success (from early childhood through postsecondary levels), workforce
development and economic assets, social capital, health and well-being.
8.4. Evaluation Goals:
• To demonstrate the impact and return on investment of the CW STEP.
• To analyze behaviors and outcomes for CW STEP participants.
• Comprehensive and consistent set of data on program impact and participant behavior
reported through database.
• Receive comprehensive and consistent set of data that can be referenced for future Colorado
legislation along with CDHS and COLE programs.
9. PERSONNEL
9.1. Subcontracting:
9.1.1. There is no contractual relationship between subcontractors and COLE or CDHS, The contractual
relationship exists only between the LAC and CDHS, between whom there is "privity of contract."
9.1.1.1. CDLE will manage the LAC's performance according to the terms agreed upon in this exhibit A.
9.1.2. Grantees may choose to subcontract with another agency, organization, or individual to serve as
the Employer of Record (EOR). Any subcontractors will be specified in the LAC's budget and
contract with CDHS, and are subject to CDLE and CDHS prior approval.
9.1.3. Budgets cannot be modified to include, delete or change subcontractors without consultation
with and approval from CDLE and CDHS.
Page 12 of 16
CDHS CMS# 1O6644
Contract # 18 IHGA 106644
Exhibit A
9.1.4. The LAC will report on subcontractor activities as a part of their program report. Billing for
subcontracted work is included as a part of the LAC submission.
10. MONITORING & EVALUATION
10.1. All data and feedback will be used annually for overall program evaluation to examine stakeholder
and participant feedback and determine whether the program is meeting its stated objectives.
10.2. The Contractor will use the following monitoring and evaluation methods to collect data, measure
outputs and outcomes, and evaluate overall programming:
• Program Evaluation: Depending on the needs of the Evaluation, a random assignment or a
match methodology and noticing protocol, or a more appropriate process, shall be
established by CDHS and CDLE in collaboration with our Evaluation team. FRA will be
responsible for ensuring the implementation of this process with rigor and fidelity.
• Survey: Exit Surveys will be completed for each CW STEP participant upon securing
unsubsidized employment. The surveys will help capture participant feedback. Surveys will
be primarily electronic, but participants can request to complete a paper version.
• CW STEP Time Sheets: Time sheets must be completed and submitted to the LAC on a pre-
determined and consistent monthly schedule. LAC must verify time sheet aligns with payroll.
• Performance Evaluations: CW STEP participant performance should be evaluated on a
repeating schedule, at minimum, to coincide with time sheet/payroll submissions or as
deemed appropriate by CW STEP staff. Suggested areas to evaluate participants' on the job
performance include: job knowledge, work quality, attendance, dependability and
communication/listening skills. Methods of collecting information can include, but are not
limited to, standard CW STEP forms. Other methods can include personal communication
between CW STEP staff and employer, standardized employer forms, or other
documentation methods.
• Participant Status Report: FRA will keep regular activity logs for each participant and will
complete a participant status update in the appropriate database system(s). In collaboration
with county human/social services departments or other agencies working with this
population, these participant status reports will include notes on their interactions with each
program participant and services offered to each participant. These logs should reflect the
number of hours participants spend in subsidized training and employment activities. The
participant case file will be used to monitor the performance of LAC's in meeting program
and contract objectives.
11. FUNDING AWARDS & RESTRICTIONS
11.1. Agency/program budgets are developed by CDHS in consultation with CDLE. LACs may request
budget modifications if circumstances warrant. Shifts greater than 20% of a line item require
approval from CDLE and must then be submitted to CDHS for final approval. Line item shifts that
result in a change to the percentage of funding expended on direct services require pre -approval
from CDLE and CDHS. Formal modifications to budgets are made through contract amendments,
Page 13 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
and are subject to program needs and available funding. CDHS shall review written requests for
deviations from the approved budget in collaboration with CDLE within two business days and
respond to the request within five business days.
11.2. CDHS shall process reimbursement requests submitted by the LAC in as per General Provision C. All
reimbursements will be made on a cost -reimbursable basis, based on actual expenditures. CDLE
and CDHS reserve the right to disapprove any costs for services that are not included in the
contract. If additional source documentation is required by CDLE or CDHS to clarify expenditures, it
will be requested from the LAC; in such cases, the reimbursement will be delayed until additional
documentation is provided and reviewed. CDLE or CDHS will notify LACs in writing regarding any
payment exceptions.
11.3. CDLE and CDHS may audit the LAC at least once during the contract's terms. Additionally, COLE and
CDHS have the right to inspect the LAC's records at any reasonable time, in order to assure
compliance with and performance of the terms of the contract and its scope of work. Any amounts
CDLE or CDHS paid improperly shall be immediately returned to CDHS or may be recovered in
accordance with other remedies.
11.4. CDHS will notify the LAC of any changes to state regulations governing the program. COLE and
CDHS will consult with and provide to the contractor COLE's and CDHS's data collection
requirements, and will keep the contractor informed of policy developments as they affect
implementation of the program. CDLE and CDHS shall provide training for the network of service
providers, as appropriate, through scheduled trainings and meetings.
11.5. The LAC shall fully cooperate with CDLE's and CDHS's monitoring of the LAC for provision of
contracted services.
11.6. The LAC shall fully cooperate with COLE and CDHS in the administration of this program.
11.7. The LAC shall attend all required COLE and CDHS trainings and meetings, and orally report on
program operations.
11.8. The LAC shall provide the physical facilities and fixtures to properly carry out contracted services at
a fair and reasonable cost. Equipment and supplies whose individual value exceeds $5,000,
purchased with funds through this contract, must be identified to the State and shall be returned to
the State upon termination of the contract.
12. BUDGET
12.1. Agency/program budgets are developed by CDHS in consultation with COLE the LAC. Budgets are
set through the contract with CDHS. Modifications to budgets are typically made by CDHS through
contract amendments, and are subject to program needs and available funding. CDLE and CDHS
shall review written requests for deviations from the scope of work or the approved budget within
two business days and respond to the request within five business days. All change requests must
be based on actual or projected data. All changes that affect the budget or scope of work shall be
done by appropriate written contract modification documents approved by CDLE and CDHS.
Changes to the budget greater than 20% require approval from CDLE and will be submitted to CDHS
for final approval, which may result in a contract amendment. For changes to the budget that are
Page 14 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
20% or less, an agreement by the LAC and CDLE may be submitted by email or written notice to
CDHS for final approval, but not require a contract amendment.
12.2. LAC must comply with the financial requirements identified in the Budget (§7a).
12.3. LAC shall develop a process that ensures spending and considers redistribution of funds based on
performance quality and/or production.
12.4. LAC will submit a request for payment to CDLE monthly for services performed and actual costs
incurred in the previous month throughout the term of this Agreement. Costs of subsidized training
and employment activities, administration, other program costs, and non -recurrent short-term
benefits (supportive services) shall be specifically identified on the request for payment.
12.5. Half -way through a contract period, CDLE and CDHS shall review spending levels, including actual
and encumbered, by each LAC as compared to their initial amount of funding.
12.5.1. CDLE and CDHS will determine whether LACs are spending at a pace that will allow them to meet
their participation estimates. For those LACs not spending at a sufficient pace, contracts may be
amended to reallocate funds accordingly.
13. PAYMENT
13.1. This is a cost reimbursement contract. The specified services in this contract provided by the LAC
are federally funded and must comply with Office of Management and Budget guidelines and
principals related to allocable and allowable costs.
13.2. CDLE and CDHS shall process reimbursements submitted by the LAC for all amounts due and
payable within forty-five days of correct billings being submitted by the LAC to CDLE.
13.2.1. If, at the end of the project period, actual expenditures are less than the approved budget, the
final payment shall be adjusted to reflect the actual expenditures.
13.2.2. CDLE and CDHS reserve the right to disapprove all or part of any costs of services that are not
included in the contract.
13.2.3. If additional source documentation is required by CDLE or CDHS to clarify expenditures, it will be
requested, and the LAC shall provide the information and documentation requested. The
Contractor shall be notified in writing by CDLE or CDHS of exception to payments.
13.3. CDLE and CDHS may increase or decrease the quantity of goods/services described in
section/schedule/exhibit based upon the rates established in the contract.
13.3.1. If CDLE or CDHS exercise the option, it will provide written notice to the LAC at least 30 days
prior to the end of the current contract term. Delivery/performance of the goods/service shall
continue at the same rates and terms.
13.3.2. If exercised, the provisions of an Option Letter shall become part of and be incorporated into the
original contract.
Page 15 of 16
CDHS CMS# 106644
Contract # 18 IHGA 106644
Exhibit A
13.4. A final Financial and Program Report shall be due 30 days after the contract expiration date.
14. DUTIES AND OBLIGATIONS OF THE CDHS:
14.1. In order to prevent duplication of services and supplantation of funds and to encourage efficiency,
CDHS shall share monthly program data with county departments of human/social services for the
purpose of building awareness and support for developing local subsidized employment programs
with TANF block grant funds.
14.2. CDHS shall coordinate information exchanges and training sessions for workforce regions,
Community Based Organizations, and county human/social services departments.
15. AWARD:
SFY 2018
SFY 2019
TOTAL
Fiscal Agreement
$863,458.00
$2,080,148.00
$2,943,606.00
Page 16 of 16
Participant Enrollments
Average Hourly Wage
Length of Internship
Cost Per Participant
Participant Costs
Wages/Taxes
Supportive Services
Subtotal
Personnel costs
FTE
Allocated Common Staff
Subtotal
Contractual
Operating
Administration
Total
Arapahoe Douglas
50
Varied
Front Range Alliance
CW STEP
Budget and Enrollment Goals
January, 2018 -June, 2019
Boulder
40
$12 - $18
Jefferson
55
$12-$18
Larimer
55
$11- $12
Varied 3 - 6 Months 3 - 6 Months 480 Hours
$ 8,000.00 $ 11,460.93 $ 9,086.36 $ 10,863.35
Pikes Peak
50
$10.50
480 Hours
$ 10,000.10
Weld
50
$11
3 - 6 Months
$ 9,758.60
$ 241,781.00 :$ 300,000.00 $ 304,000.00 $ 285,000.0O $ 253,000.00 $ 437,930.00
$ - $ - $ - $ 5,000.00 $ 5,000.00 $ -
$ 241,781.00 $ 300,000.00 $ 304,000.00 .$ 290,000.00 $ 258,000.00 $ 437,930.00
$ 118,219.00 $ 101,709.00
$ $ 1,718.00
$ 118,219.00 $ 103,427.00
$ 13,334.00
$ 195,750.00
$ $ 195,750.00
$ 40,000.00 $ 41,676.00 $
$ 120,000.00
$ 18,000.00
$ 138,000.00
$ 195,000.00
$ $ 195,000.00
Exhibit C
Total
300
$10.50-$18
Varied
$ 9,812.02
$ 1,821,711.00
$ 10,000.00
$ 1,831,711.00
$ 50,000.00 $ 780,678.00
$ $ 19,718.00
$ 50,000.00 $ 800,396.00
$ 75,484.00 $ $
$ 19,000.00 $ 1,550.00 $
$ 75,000.00 $ 45,455.00 $
$ 400,000.00 $ 458,437.00 $ 499,750.00 $ 597,484.00
$ 75,484.00
- $ 33,884.00
- $ 202,131.00
$ 500,005.00 $ 487,930.00 $ 2,943,606.00
Front Range Alliance CW STEP Budget and Enrollment Goals
January, 2018 - June 30, 2018
Exhibit C
Participant Enrollments
Average Hourly Wage
Length of Internship
Participant Costs
Wages/Taxes
Supportive Services
Subtotal
Personnel costs
FTE
Allocated Common Staff
Subtotal
Contractual
Operating
Administration
Total
Arapahoe Douglas Boulder Jefferson Larimer Pikes Peak Weld
15
Varied
Varied
8 15 23
$12 -$18 $12 -$18 $11-$12
3 - 6 Months 3 - 6 Months 480 Hours
12
$10.50
480 Hours
15
$11
3 - 6 Months
Total
88
$10.50 - $18
Varied
$ 69,683.00 $ 60,000.00 $ 80,316.00 $ 78,000.00 $ 82,632.00 $ 117,061.00 $ 487,692.00
$ $ 1,500.00 $ 2,000.00 $ 3,500.00
$ $ 79,500.00 $ 84,632.00 $ 117,061.00 " $ 491,192.00
69,683.00 $ 60,000.00
$ 80,316.00
34,069.50 . $ 29,466.00 $ 46,345.00
$ 573.00
34,069.50 $ 30,039.00 $ 46,345.00
$ - $ 4,445.00
$ 11,528.50 $ 13,892.00
$ 45,026.00 $ 77,836.00
$ ' 7,215.00
$ 52,241.00 . $ 77,836.00
$ .15,000.00 $
$ 6,952.00 $ 450.00
$ 37,418.00
$ 37,418.00
$.
$ 25,000.00 $ 17,050.00 $
$ 270,160.50
$ 7,788.00
$ 277,948.50
15,000.00
11,847.00
67,470.50
115,281.00 $ 108,376.00 : $"126,661.00 $ 178,693.00 $ 179,968.00 ` $ 154,479.00 $ 863,458.00
Front Range Alliance CW STEP
Budget and Enrollment
Goals
July 1,2018 -June 30, 2019
EXHIBIT C
Participant Enrollments
Average Hourly Wage
Length of Internship
Participant Costs
Wages/Taxes
Supportive Services
Subtotal
Personnel costs
FE
Allocated Common Staff
Subtotal
Contractual
Operating
Administration
Total
Arapahoe Douglas
35
Varied
Varied
Boulder Jefferson Larimer Pikes Peak Weld
32 40
$12 - $18 $12 - $18
3 - 6 Months 3 - 6 Months
32
$11- $12
480 Hours
172,098.00 . $ 240,000.00 $ 223,684.04 $ 207,000.00
$ - $ $ 3,500.00
172,098.00 '; $ 240,000.00 ` $ 223,684.04 $ 210,500.00
84,621.00 $ 72,243.00
$ 1,145.00
84,621.00 $ 73,388.00
28,000.00 $ 27,784.00 $
38
$10.50
480 Hours
35
$11
3 - 6 Months
$ 170,368.00 $ 320,869.00
$ 3,000.00
173,368.00
$ 149,405.00 $ 74,974.00 $ 117,164.00
$ - $ 10,785.00 $ -
$ 149,405.00 "$ 85,759.00 $ 117,164.00
60,484.00 $ -
$ $ 320,869.00
Total
212
$10.50-$18
Varied
1,334,019.04
6,500.00
$ 1,340,519.04
$ 12,582.00 $ 510,989.00
$ - $ 11,930.00
$ 12,582.00 $ 522,919.00
12,048:00 $ 1,100.00 $
50,000.00 $ 28,405.00 $
284,719.00 $ 350,061.00 $ 373,089.04 $ 418,791.00 $ 320,037.00 $ 333,451.00
60,484.00
$ 22,037.00
$ 134,189.00
$ 2,080,148.04
EXHIBIT D
Exhibit C
HIPAA BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum ("Addendum") is a part of the Contract dated
December 13, 2017 between the Department of Human Services and Front Range Alliance /
Larimer County Workforce Center, contract number 18 IHGA 106644. For purposes of this
Addendum, the State is referred to as "Covered Entity" or "CE" and the Contractor is referred to
as "Associate". Unless the context clearly requires a distinction between the Contract document
and this Addendum, all references herein to "the Contract" or "this Contract" include this
Addendum.
RECITALS
A. CE wishes to disclose certain information to Associate pursuant to the terms of the
Contract, some of which may constitute Protected Health Information ("PHI") (defined
below).
B. CE and Associate intend to protect the privacy and provide for the security of PHI
disclosed to Associate pursuant to this Contract in compliance with the Health Insurance
Portability and Accountability Act of 1996, 42 U.S.C. § 1320d -1320d-8 ("HIPAA") as
amended by the American Recovery and Reinvestment Act of 2009 ("ARRA")/I•IITI:CH
Act (P.L. 111-005), and its implementing regulations promulgated by the U.S.
Department of Health and Human Services, 45 C.F.R. Parts 160, 162 and 164 (the
"HIPAA Rules") and other applicable laws, as amended.
C. As part of the HIPAA Rules, the CE is required to enter into a written contract containing
specific requirements with Associate prior to the disclosure of PHI, as set forth in, but not
limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal
Regulations ("C.F.R.") and contained in this Addendum.
The parties agree as follows:
1. Definitions.
a. Except as otherwise defined herein, capitalized terms in this Addendum shall have
the definitions set forth in the HIPAA Rules at 45 C.F.R. Parts 160, 162 and 164, as amended.
In the event of any conflict between the mandatory provisions of the HIPAA Rules and the
provisions of this Contract, the HIPAA Rules shall control. Where the provisions of this
Contract differ from those mandated by the HIPAA Rules, but are nonetheless permitted by the
HIPAA Rules, the provisions of this Contract shall control.
b. "Protected Health Information" or "PHI" means any information, whether oral or
recorded in any form or medium: (i) that relates to the past, present or future physical or mental
condition of an individual; the provision of health care to an individual; or the past, present or
future payment for the provision of health care to an individual; and (ii) that identifies the
individual or with respect to which there is a reasonable basis to believe the information can be
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used to identify the individual, and shall have the meaning given to such term under the HIPAA
Rules, including, but not limited to, 45 C.F.R. Section 164.501.
c. "Protected Information" shall mean PHI provided by CE to Associate or created
received, maintained or transmitted by Associate on CE's behalf. To the extent Associate is a
covered entity under HIPAA and creates or obtains its own PHI for treatment, payment and
health care operations, Protected Information under this Contract does not include any PHI
created or obtained by Associate as a covered entity and Associate shall follow its own policies
and procedures for accounting, access and amendment of Associate's PHI.
d. "Subcontractor" shall mean a third party to whom Associate delegates a function,
activity, or service that involves CE's Protected Information, in order to carry out the
responsibilities of this Agreement.
2. Obligations of Associate.
a. Permitted Uses. Associate shall not use Protected Information except for the
purpose of performing Associate's obligations under this Contract and as permitted under this
Addendum. Further, Associate shall not use Protected Information in any manner that would
constitute a violation of the HIPAA Rules if so used by CE, except that Associate may use
Protected Information: (i) for the proper management and administration of Associate; (ii) to
carry out the legal responsibilities of Associate; or (iii) for Data Aggregation purposes for the
Health Care Operations of CE. Additional provisions, if any, governing permitted uses of
Protected Information are set forth in Attachment A to this Addendum. Associate accepts full
responsibility for any penalties incurred as a result of Associate's breach of the HIPAA Rules.
b. Permitted Disclosures. Associate shall not disclose Protected Information in any
manner that would constitute a violation of the HIPAA Rules if disclosed by CE, except that
Associate may disclose Protected Information: (i) in a manner permitted pursuant to this
Contract; (ii) for the proper management and administration of Associate; (iii) as required by
law; (iv) for Data Aggregation purposes for the Health Care Operations of CE; or (v) to report
violations of law to appropriate federal or state authorities, consistent with 45 C.F.R. Section
I64.502(j)(1). To the extent that Associate discloses Protected Information to a third party
Subcontractor, Associate must obtain, prior to making any such disclosure: (i) reasonable
assurances through execution of a written agreement with such third party that such Protected
Information will be held confidential as provided pursuant to this Addendum and only disclosed
as required by law or for the purposes for which it was disclosed to such third party; and that
such third party will notify Associate within two (2) business days of any breaches of
confidentiality of the Protected Information, to the extent it has obtained knowledge of such
breach. Additional provisions, if any, governing permitted disclosures of Protected Information
are set forth in Attachment A.
c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are
necessary to prevent the use or disclosure of Protected Information other than as permitted by
this Contract. Associate shall comply with the requirements of the HIPAA Security Rule at 45
C.F.R. Sections 164.308, 164.310, 164.312, and 164.316. Associate shall maintain a
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comprehensive written information privacy and security program that includes administrative,
technical and physical safeguards appropriate to the size and complexity of the Associate's
operations and the nature and scope of its activities. Associate shall review, modify, and update
documentation of, its safeguards as needed to ensure continued provision of reasonable and
appropriate protection of Protected Information.
d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing
any use or disclosure of Protected Information other than as provided for by this Contract within
five (5) business days of becoming aware of such use or disclosure.
e. Associate's Agents. If Associate uses one or more Subcontractors or agents to
provide services under the Contract, and such Subcontractors or agents receive or have access to
Protected Information, each Subcontractor or agent shall sign an agreement with Associate
containing the same provisions as this Addendum and further identifying CE as a third party
beneficiary with rights of enforcement and indemnification from such Subcontractors or agents
in the event of any violation of such Subcontractor or agent agreement. The Agreement between
the Associate and Subcontractor or agent shall ensure that the Subcontractor or agent agrees to at
least the same restrictions and conditions that apply to Associate with respect to such Protected
Information. Associate shall implement and maintain sanctions against agents and
Subcontractors that violate such restrictions and conditions and shall mitigate the effects of any
such violation.
f. Access to Protected Information. If Associate maintains Protected Information
contained within CE's Designated Record Set, Associate shall make Protected Information
maintained by Associate or its agents or Subcontractors in such Designated Record Sets
available to CE for inspection and copying within ten (10) business days of a request by CE to
enable CE to fulfill its obligations to permit individual access to PHI under the HIPAA Rules,
including, but not limited to, 45 C.F.R. Section 164.524. If such Protected Information is
maintained by Associate in an electronic form or format, Associate must make such Protected
Information available to CE in a mutually agreed upon electronic form or format.
g. Amendment of PHI. If Associate maintains Protected Information contained
within CE's Designated Record Set, Associate or its agents or Subcontractors shall make such
Protected Information available to CE for amendment within ten (10) business days of receipt of
a request from CE for an amendment of Protected Information or a record about an individual
contained in a Designated Record Set, and shall incorporate any such amendment to enable CE
to fulfill its obligations with respect to requests by individuals to amend their PHI under the
HIPAA Rules, including, but not limited to, 45 C.F.R. Section 164.526. 1f any individual
requests an amendment of Protected Information directly from Associate or its agents or
Subcontractors, Associate must notify CE in writing within five (5) business days of receipt of
the request. Any denial of amendment of Protected Information maintained by Associate or its
agents or Subcontractors shall be the responsibility of CE.
h. Accounting Rights. If Associate maintains Protected Information contained
within CE's Designated Record Set, Associate and its agents or Subcontractors shall make
available to CE within ten (10) business days of notice by CE, the information required to
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provide an accounting of disclosures to enable CE to fulfill its obligations under the HIPAA
Rules, including, but not limited to, 45 C.P.R. Section 164.528. In the event that the request for
an accounting is delivered directly to Associate or its agents or Subcontractors, Associate shall
within five (5) business days of the receipt of the request forward it to CE in writing. It shall be
CE's responsibility to prepare and deliver any such accounting requested. Associate shall not
disclose any Protected Information except as set forth in Section 2(b) of this Addendum.
Governmental Access to Records. Associate shall keep records and make its
internal practices, books and records relating to the use and disclosure of Protected Information
available to the Secretary of the U.S. Department of Health and Human Services (the
"Secretary"), in a time and manner designated by the Secretary, for purposes of determining
CE's or Associate's compliance with the HIPAA Rules. Associate shall provide to CE a copy of
any Protected Information that Associate provides to the Secretary concurrently with providing
such Protected Information to the Secretary when the Secretary is investigating CE. Associate
shall cooperate with the Secretary if the Secretary undertakes an investigation or compliance
review of Associate's policies, procedures or practices to determine whether Associate is
complying with the HIPAA Rules, and permit access by the Secretary during normal business
hours to its facilities, books, records, accounts, and other sources of information, including
Protected Information, that are pertinent to ascertaining compliance.
j. Minimum Necessary. Associate (and its agents or subcontractors) shall only
request, use and disclose the minimum amount of Protected Information necessary to accomplish
the purpose of the request, use or disclosure, in accordance with the Minimum Necessary
requirements of the HIPAA Rules including, but not limited to 45 C.F.R. Sections 164.502(6)
and 164.514(d).
k. Data Ownership. Associate acknowledges that Associate has no ownership rights
with respect to the Protected Information.
1. Retention of Protected Information. Except upon termination of the Contract as
provided in Section 4(d) of this Addendum, Associate and its Subcontractors or agents shall
retain all Protected Information throughout the term of this Contract and shall continue to
maintain the information required under Section 2(h) of this Addendum for a period of six (6)
years.
m. Associate's Insurance. Associate shall maintain insurance to cover loss of PHI
data and claims based upon alleged violations of privacy rights through improper use or
disclosure of PHI. All such policies shall meet or exceed the minimum insurance requirements
of the Contract (e.g., occurrence basis, combined single dollar limits, annual aggregate dollar
limits, additional insured status and notice of cancellation),
n. Notice of Privacy Practices. Associate shall be responsible for reviewing CE's
Notice of Privacy Practices, available on CE's external website, to determine any requirements
applicable to Associate per this Contract.
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a. Notification of Breach. During the term of this Contract, Associate shall notify
CE within two (2) business days of any suspected or actual breach of security, intrusion or
unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in
violation of any applicable federal or state laws or regulations. Associate shall not initiate
notification to affected individuals per the HIPAA Rules without prior notification and approval
of CE. Information provided to CE shall include the identification of each individual whose
unsecured PHI has been, or is reasonably believed to have been accessed, acquired or disclosed
during the breach. Associate shall take (i) prompt corrective action to cure any such deficiencies
and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and
state laws and regulations.
p. Audits. Inspection and Enforcement. Within ten (10) business days of a written
request by CE, Associate and its agents or subcontractors shall allow CE to conduct a reasonable
inspection of the facilities, systems, books, records, agreements, policies and procedures relating
to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of
determining whether Associate has complied with this Addendum; provided, however, that: (i)
Associate and CE shall mutually agree in advance upon the scope, timing and location of such an
inspection; and (ii) CE shall protect the confidentiality of all confidential and proprietary
information of Associate to which CE has access during the course of such inspection. The fact
that CE inspects, or fails to inspect, or has the right to inspect, Associate's facilities, systems,
books, records, agreements, policies and procedures does not relieve Associate of its
responsibility to comply with this Addendum, nor does CE's (i) failure to detect or (ii) detection,
but failure to notify Associate or require Associate's remediation of any unsatisfactory practices,
constitute acceptance of such practice or a waiver of CE's enforcement rights under the Contract.
q. Safeguards During Transmission. Associate shall be responsible for using
appropriate safeguards, including encryption of PHI, to maintain and ensure the confidentiality,
integrity and security of Protected Information transmitted pursuant to the Contract, in
accordance with the standards and requirements of the HIPAA Rules.
r. Restrictions and Confidential Communications. Within ten (10) business days of
notice by CE of a restriction upon uses or disclosures or request for confidential communications
pursuant to 45 C.F.R. Section 164.522, Associate will restrict the use or disclosure of an
individual's Protected Information. Associate will not respond directly to an individual's
requests to restrict the use or disclosure of Protected Information or to send all communication of
Protect Information to an alternate address. Associate will refer such requests to the CE so that
the CE can coordinate and prepare a timely response to the requesting individual and provide
direction to Associate.
3. Obligations of CE.
a. Safeguards During Transmission. CE shall be responsible for using appropriate
safeguards, including encryption of PHI, to maintain and ensure the confidentiality, integrity and
security of Protected Information transmitted pursuant to the Contract, in accordance with the
standards and requirements of the HIPAA Rules.
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b. Notice of Changes. CE maintains a copy of its Notice of Privacy Practices on its
website. CE shall provide Associate with any changes in, or revocation of, permission to use or
disclose Protected Information, to the extent that it may affect Associate's permitted or required
uses or disclosures. To the extent that it may affect Associate's permitted use or disclosure of
PHI, CE shall notify Associate of any restriction on the use or disclosure of Protected
Information that CE has agreed to in accordance with 45 C.V.R. Section 164.522.
4. Termination.
a. Material Breach. In addition to any other provisions in the Contract regarding
breach, a breach by Associate of any provision of this Addendum, as determined by CE, shall
constitute a material breach of this Contract and shall provide grounds for immediate termination
of this Contract by CE pursuant to the provisions of the Contract covering termination for cause,
if any. If the Contract contains no express provisions regarding termination for cause, the
following terms and conditions shall apply:
(1) Default, If Associate refuses or fails to timely perform any of the
provisions of this Contract, CE may notify Associate in writing of the non-performance, and if
not promptly corrected within the time specified, CE may terminate this Contract. Associate
shall continue performance of this Contract to the extent it is not terminated and shall be liable
for excess costs incurred in procuring similar goods or services elsewhere.
(2) Associate's Duties. Notwithstanding termination of this Contract, and
subject to any directions from CE, Associate shall take timely, reasonable and necessary action
to protect and preserve property in the possession of Associate in which CE has an interest.
(3) Compensation. Payment for completed supplies delivered and accepted
by CE shall be at the Contract price. In the event of a material breach under paragraph 4a, CE
may withhold amounts due Associate as CE deems necessary to protect CE against loss from
third party claims of improper use or disclosure and to reimburse CE for the excess costs
incurred in procuring similar goods and services elsewhere.
(4) Erroneous Termination for Default. If after such termination it is
determined, for any reason, that Associate was not in default, or that Associate's action/inaction
was excusable, such termination shall be treated as a termination for convenience, and the rights
and obligations of the parties shall be the same as if this Contract had been terminated for
convenience, as described in this Contract.
b. Reasonable Steps to Cure Breach. If CE knows of a pattern of activity or practice
of Associate that constitutes a material breach or violation of the Associate's obligations under
the provisions of this Addendum or another arrangement and does not terminate this Contract
pursuant to Section 4(a), then CE shall take reasonable steps to cure such breach or end such
violation.. If CE's efforts to cure such breach or end such violation are unsuccessful, CE shall
either (i) terminate the Contract, if feasible or (ii) if termination of this Contract is not feasible,
CE shall report Associate's breach or violation to the Secretary of the Department of Health and
Human Services. If Associate knows of a pattern of activity or practice of a Subcontractor or
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agent that constitutes a material breach or violation of the Subcontractor's or agent's obligations
under the written agreement between Associate and the Subcontractor or agent, Associate shall
take reasonable steps to cure such breach or end such violation, if feasible.
c. Judicial or Administrative Proceedings. Either party may terminate the
Contract, effective immediately, if (i) the other party is named as a defendant in a criminal
proceeding for a violation of the HIPAA Rules or other security or privacy laws or (ii) a finding
or stipulation that the other party has violated any standard or requirement of the HIPAA Rules
or other security or privacy laws is made in any administrative or civil proceeding in which the
party has been joined.
d. Effect of Termination.
(1) Except as provided in paragraph (2) of this subsection, upon termination
of this Contract, for any reason, Associate shall return or destroy all Protected Information that
Associate or its agents or Subcontractors still maintain in any form, and shall retain no copies of
such Protected Information. If Associate elects to destroy the PHI, Associate shall certify in
writing to CE that such PHI has been destroyed.
(2) If Associate believes that returning or destroying the Protected
Information is not feasible, Associate shall promptly provide CE notice of the conditions making
return or destruction infeasible. Associate shall continue to extend the protections of Sections
2(a), 2(b), 2(c), 2(d) and 2(e) of this Addendum to such Protected Information, and shall limit
further use of such PHI to those purposes that make the return or destruction of such PHI
infeasible.
S. Injunctive Relief. CE shall have the right to injunctive and other equitable and legal
relief against Associate or any of its Subcontractors or agents in the event of any use or
disclosure of Protected Information in violation of this Contract or applicable law.
6. No Waiver of Immunity. No term or condition of this Contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection,
or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-101 el seq. or the
Federal Tort Claims Act, 28 U.S.C. 2671 el seq. as applicable, as now in effect or hereafter
amended.
7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be
inapplicable to the terms and conditions of this Addendum.
8. Disclaimer. CE makes no warranty or representation that compliance by Associate with
this Contractor the HIPAA Rules will be adequate or satisfactory for Associate's own purposes.
Associate is solely responsible for all decisions made by Associate regarding the safeguarding of
PHI.
9. Certification. To the extent that CE determines an examination is necessary in order to
comply with CE's legal obligations pursuant to the HIPAA Rules relating to certification of its
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security practices, CE or its authorized agents or contractors, may, at CE's expense, examine
Associate's facilities, systems, procedures and records as may be necessary for such agents or
contractors to certify to CE the extent to which Associate's security safeguards comply with the
HIPAA Rules or this Addendum.
I 0. Amendment.
a. Amendment to Comply with Law. The parties acknowledge that state and federal
laws relating to data security and privacy are rapidly evolving and that amendment of this
Addendum may be required to provide for procedures to ensure compliance with such
developments. The parties specifically agree to take such action as is necessary to implement the
standards and requirements of the HIPAA Rules and other applicable laws relating to the
confidentiality, integrity, availability and security of PHI. The parties understand and agree that
CE must receive satisfactory written assurance from Associate that Associate will adequately
safeguard all Protected Information and that it is Associate's responsibility to receive satisfactory
written assurances from Associate's Subcontractors and agents. Upon the request of either party,
the other party agrees to promptly enter into negotiations concerning the terms of an amendment
to this Addendum embodying written assurances consistent with the standards and requirements
of the HIPAA Rules or other applicable laws. CE may terminate this Contract upon thirty (30)
days written notice in the event (i) Associate does not promptly enter into negotiations to amend
this Contract when requested by CE pursuant to this Section, or (ii) Associate does not enter into
an amendment to this Contract providing assurances regarding the safeguarding of PHI that CE,
in its sole discretion, deems sufficient to satisfy the standards and requirements of the HIPAA
Rules.
b. Amendment of Attachment A. Attachment A may be modified or amended by
mutual agreement of the parties in writing from time to time without formal amendment of this
Addendum.
1. Assistante in Litigation or Administrative Proceedings. Associate shall make itself, and
any Subcontractors, employees or agents assisting Associate in the performance of its obligations
under the Contract, available to CE, at no cost to CE up to a maximum of 30 hours, to testify as
witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against CE, its directors, officers or employees based upon a claimed violation of
the HIPAA Rules or other laws relating to security and privacy or PHI, except where Associate
or its Subcontractor, employee or agent is a named adverse party.
12. No Third Party Beneficiaries. Nothing express or implied in this Contract is intended to
confer, nor shall anything herein confer, upon any person other than CE, Associate and their
respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail
over any provisions in the Contract that may conflict or appear inconsistent with any provision in
this Addendum. Together, the Contract and this Addendum shall be interpreted as broadly as
necessary to implement and comply with the HIPAA Rules. The parties agree that any
ambiguity in this Contract shall be resolved in favor of a meaning that complies and is consistent
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with the HIPAA Rules. This Contract supercedes and replaces any previous separately executed
HIPAA addendum between the parties.
I4. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary,
Associate's obligations under Section 4(d) ("Effect of Termination") and Section 12 ("No Third
Party Beneficiaries") shall survive termination of this Contract and shall be enforceable by CE as
provided herein in the event of such failure to perform or comply by the Associate. This
Addendum shall remain in effect during the term of the Contract including any extensions.
15. Representatives and Notice.
a. Representatives. For the purpose of the Contract, the individuals identified
elsewhere in this Contract shall be the representatives of the respective parties. If no
representatives are identified in the Contract, the individuals listed below are hereby designated
as the parties' respective representatives for purposes of this Contract. Either party may from
time to time designate in writing new or substitute representatives.
b. Notices. All required notices shall be in writing and shall be hand delivered or
given by certified or registered mail to the representatives at the addresses set forth below.
State/Covered Entity Representative:
Name: Luis Gomez
Title: Employment & Training Scalar' Manager
Department and Division: CDHS Employment and Benefits Division
Address: 1575 Sherman Street. Denver. CO 80203
Contractor/Business Associate Representative:
Name: ,loni Friedman
Title: Director of Larimer County Workforce Center
Department and Division: Larimer County Workforce Center
Address: 200 West Oak Street. Suite 5000. Fort Collins, CO 80521
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EXHIBIT E
EXHIBIT D - Supplemental Provisions for Federal Awards
For the purposes of this Exhibit only, Contractor is also identified as "Subrecipient." This Contract has been funded, in
whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental
Provisions for Federal Awards, the Special Provisions, the Contract or any attachments or exhibits incorporated into and
made a part of the Contract, the Supplemental Provisions for Federal Awards shall control. In the event of a conflict
between the Supplemental Provisions for Federal Awards and the FFATA Supplemental Provisions (if any), the FFATA
Supplemental Provisions shall control.
1) Federal Award Identification
i. Subrecipient: Front Range Alliance / Larimer County Workforce Center;
ii. Subrecipient DUNS number: 030446819;
iii. The Federal Award Identification Number (FAIN) is 1701COTANF;
iv. The Federal award date is December 13, 2017;
v. The subaward period of performance start date is 12/13/2017 and end date is 06/30/2019;
vi. Federal Funds:
Contract or
Fiscal Year
Amount of Federal funds
obligated by this Contract
Total amount of Federal
funds obligated to the
Subrecipient
Total amount of the
Federal Award committed
to Subrecipient by CDHS
SFY 2018
SFY 2019
$863,458.00
$2,080,148.00
$2,943,606.00
$2,943,606.00
vii. Federal award project description: Colorado Works Subsidized Training & Employment Program;
viii. The name of the Federal awarding agency is Administration for Children and Families (AFC); the name of
the pass -through entity is the State of Colorado, Department of Human Services (CDHS); and the contact
information for the awarding official is Luis Gomez: 303-866-2383 / Luis.Gomez@state.co.us;
ix. The Catalog of Federal Domestic Assistance (CFDA) number is N/A, name is N/A, and dollar amount is N/A;
x. This award is not for research & development;
xi. The indirect cost rate for the Federal award (including if the de minimis rate is charged per 2 CFR §200.414
Indirect (F&A) costs) is pre -determined based upon the State of Colorado and CDHS cost allocation plan.
2) All requirements imposed by CDHS on Subrecipient so that the Federal award is used in accordance with Federal
statutes, regulations, and the terms and conditions of the Federal award, are stated in Exhibit A: Scope of Work.
3) Any additional requirements that CDHS imposes on Subrecipient in order for CDHS to meet its own responsibility to
the Federal awarding agency, including identification of any required financial and performance reports, are stated in
Exhibit A: Scope of Work.
4) Subrecipient's approved indirect cost rate is a CDHS negotiated rate of! 10 %.
5) Subrecipient must permit CDHS and auditors to have access to Subrecipient's records and financial statements as
necessary for CDHS to meet the requirements of 2 CFR §200.331 Requirements for pass -through entities, §§ 200.300
Statutory and National Policy Requirements through §200.309 Period of performance, and Subpart F —Audit
Requirements of this Part.
6) The appropriate terms and conditions concerning closeout of the subaward are listed in Section 16 of this Exhibit and
Exhibit A: Scope of Work.
7) Performance and Final Status. Subrecipient shall submit all fmaucial, performance, and other reports to CDHS no
later than as outlined in Exhibit A: Scope of Work calendar days after the period of performance end date or sooner
termination of this Contract containing an evaluation and review of Subrecipient's performance and the final status of
Subrecipient's obligations hereunder.
8) Matching Funds
If a box below is checked, the accompanying provision applies.
Supplemental Provisions for Federal Awards
Page 1 of 5 Issued 3/16/2016
Revised 11/18/2016
i. L1 Subrecipient is not required to provide matching funds.
ii. ❑ Subrecipient shall provide matching funds as stated in insert reference to exhibit that contains match
information. Subrecipient shall have raised the full amount of matching funds prior to the Effective Date and
shall report to CDHS regarding the status of such funds upon request. Subrecipient's obligation to pay all or
any part of any matching funds, whether direct or contingent, only extends to funds duly and lawfully
appropriated for the purposes of this Contract by the authorized representatives of the Subrecipient and paid
into the Subrecipient's treasury or bank account. Subrecipient represents to CDHS that the amount designated
as matching funds has been legally appropriated for the purposes of this Contract by its authorized
representatives and paid into its treasury or bank account. Subrecipient does not by this Contract irrevocably
pledge present cash reserves for payments in future fiscal years, and this Contract is not intended to create a
multiple -fiscal year debt of the Subrecipient. Subrecipient shall not pay or be liable for any claimed interest,
late charges, fees, taxes or penalties of any nature, except as required by Subrecipient's laws or policies.
9) Record Retention Period. The record retention period previously stated in this Contract is replaced with the record
retention period prescribed in 2 CFR §200.333.
10) Single Audit Requirements. If Subrecipient expends $750,000 or more in Federal Awards during Subrecipient's
fiscal year, Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in
accordance with the provisions of Subpart F -Audit Requirements of the Uniform Guidance, issued pursuant to the
Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501.
i. Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514
(Scope of audit), except when it elects to have a program -specific audit conducted in accordance with
§200.507 (Program -specific audits). Subrecipient may elect to have a program -specific audit if Subrecipient
expends Federal Awards under only one Federal program (excluding research and development) and the
Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a
financial statement audit of CDHS. A program -specific audit may not be elected for research and
development unless all of the Federal Awards expended were received from CDHS and CDHS approves in
advance a program -specific audit.
ii. Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient
shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to
other audit requirements), but records shall be available for review or audit by appropriate officials of the
Federal agency, the State, and the Government Accountability Office.
iii. Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit
required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in
accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements,
including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510
(Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting
documentation, and other information as needed for the auditor to perform the audit required by 2 CFR Part
F -Audit Requirements.
11) Contract Provisions. Subrecipient shall comply with and shall include all of the following applicable provisions in
all subcontracts entered into by it pursuant to this Contract:
i. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet
the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall include the equal
opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal
Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by
Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,"
and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor."
Supplemental Provisions for Federal Awards Page 2 of 5 Issued 3/16/2016
Revised 11/18/2016
"During the performance of this contract, the contractor agrees as follows:
a) The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that
applicants are employed, and that employees are treated during employment, without regard to their
race, color, religion, sex, or national origin. Such action shall include, but not be limited to the
following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. The contractor agrees to post in conspicuous places, available to employees
and applicants for employment, notices to be provided by the contracting officer setting forth the
provisions of this nondiscrimination clause.
b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the
contractor, state that all qualified applicants will receive consideration for employment without regard
to race, color, religion, sex, or national origin.
c) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the
agency contracting officer, advising the labor union or workers' representative of the contractor's
commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
d) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and
of the rules, regulations, and relevant orders of the Secretary of Labor.
e) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the contracting agency and the
Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,
and orders.
f) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or
with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended
in whole or in part and the contractor may be declared ineligible for further Government contracts in
accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such
other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
g) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will
be binding upon each subcontractor or vendor. The contractor will take such action with respect to
any subcontract or purchase order as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided, however, that in the
event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction, the contractor may request the United States to enter into such
litigation to protect the interests of the United States."
ii. 4.2 Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal
program legislation, all prune construction contracts in excess of $2,000 awarded by non -Federal entities
must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as
supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable
to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute,
Supplemental Provisions for Federal Awards Page 3 of 5 Issued 3/16/2016
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contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing
wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be
required to pay wages not less than once a week. The non -Federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award
a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -
Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts
must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as
supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public
Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act
provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the compensation to
which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations
to the Federal awarding agency.
iii. Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of
"funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," Subrecipient must comply
with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing
regulations issued by the awarding agency.
iv. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387),
as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires
the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant
to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33
U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of
the Environmental Protection Agency (EPA).
v. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220)
must not be made to parties listed on the government wide exclusions in the System for Award Management
(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3
CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension."
SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as
well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
vi. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding
$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not
used Federal appropriated funds to pay any person or organization for influencing or attempting to influence
an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an
employee of a member of Congress in connection with obtaining any Federal contract, grant or any other
award covered by 31 U.S.C.1352. Each tier must also disclose any lobbying with non -Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to
the non -Federal award.
12) Compliance. Subrecipient shall comply with all applicable provisions of The Office of Management and Budget
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform
Guidance), including but not limited to these Supplemental Provisions for Federal Awards. Any revisions to such
provisions automatically shall become a part of these Supplemental Provisions, without the necessity of either party
executing any further instrument. CDHS may provide written notification to Subrecipient of such revisions, but such
notice shall not be a condition precedent to the effectiveness of such revisions.
Supplemental Provisions for Federal Awards Page 4 of 5 Issued 3/16/2016
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13) Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect
applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable Federal
law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326
thereof.
14) Certifications. Unless prohibited by Federal statutes or regulations, CDHS may require Subrecipient to submit
certifications and representations required by Federal statutes or regulations on an annual basis (2 CFR §200.208).
Submission maybe required more frequently if Subrecipient fails to meet a requirement of the Federal award.
Subrecipient shall certify in writing to CDHS at the end of the Contract that the project or activity was completed or
the level of effort was expended. 2 CFR §200.201(b)(3). If the required level of activity or effort was not carried out,
the amount of the Contract must be adjusted.
15) Event of Default. Failure to comply with the Uniform Guidance or these Supplemental Provisions for Federal
Awards shall constitute an event of default under the Contract pursuant to 2 CFR §200.339 and CDHS may terminate
the Contract in accordance with the termination provisions in the Contract.
16) Close Out. Subrecipient shall close out this Contract within 90 days after the End Date. Contract close out entails
submission to CDHS by Subrecipient of all documentation defined as a deliverable in this Contract, and
Subrecipient's final reimbursement request. CDHS shall withhold 5% of the allowable costs until all final project
documentation has been submitted and accepted by State as substantially complete. If the project has not been closed
by the Federal awarding agency within 1 year and 90 days after the End Date due to Subrecipient's failure to submit
required documentation that CDHS has requested from Subrecipient, then Subrecipient may be prohibited from
applying for new Federal awards through the State until such documentation has been submitted and accepted.
17) Erroneous Payments. The closeout of a Federal award does not affect the right of the Federal awarding agency or
CDHS to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance
recovery is to be made within the record retention period.
EXHIBIT END
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EXHIBIT F
Larimer County Special Provisions
The Special Provisions apply to all Contracts, Agreements and Purchase Orders. All Contracts, Agreements and
Purchase Orders shall be referred to in the following provisions as "Contract".
1. SIGNATURE AUTHORITY: This Contract shall not be valid unless it has been approved and signed by
someone authorized by Larimer County Administrative Policy and Procedure 100.2M.
2. FUND AVAILABILITY: Financial obligations of the County payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. If funds are not
appropriated, budgeted or made available, this Contract shall immediately terminate without further obligation on
the part of the County.
3, GOVERNMENTAL IMMUNITY: No term or conditionoof this Contract shall be construed or interpreted
as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the
Colorado Governmental Immunity Act, C.R.S. 2440-101 et seq. as applicable now or hereafter amended.
4. INDEPENDENT CONTRACTOR: Contractor shall perform its duties hereunder as an independent
contractor and not as an employee. Neither Contractor nor any employee of Contractor shall be deemed to be an
employee or agent of the County. Contractor and its employees are not entitled to unemployment insurance or
workers compensation benefits through the County and the County shall not pay for or otherwise provide such
coverage. Contractor shall be responsible for all employment taxes, income taxes or other taxes incurred in
performing this Contract. Contractor shall provide and keep in force workers' compensation and unemployment
compensation insurance in the amounts required by law, and provide proof thereof when requested, and to be solely
responsible for its acts and those of its employees and agents.
5. COMPLIANCE WITH LAW: Contractor shall strictly comply with all applicable Federal, State and Local
laws, rules and regulations in effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
6. CHOICE OF LAW: This Contract shall be applied and interpreted under Colorado law. Any provision
included or incorporated herein by reference which purports to negate this or any other Special Provision in whole
or in part shall not be valid or enforceable in any action at law or equity, whether by way of complaint, defense, or
otherwise. Any provision rendered null and void by this provision shall not invalidate the remainder of the Contract.
7. BINDING ARBITRATION PROHIBITED: Larimer County does not agree to binding arbitration by any
extra Judicial body or person, Any provision to the contrary is null and void.
8. CONFLICT OF INTEREST: The Contractor avers that to their knowledge, no employee of the County has
any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has
no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
performance of Contractor's services and Contractor shall not employ any person having such known interests.
9. EMPLOYMENT ELIGIBILITY: Contractor certifies, warrants, and agrees that it does not knowingly
employ or contract with an illegal alien who will perform work under this Contract and will confirm the
employment eligibility of all employees who are newly hired for employment directly or indirectly related to this
Contract through participation in the E -Verify Program , Contractor shall not knowingly employ or contract with an
illegal alien to perform work under this Contract. Contractor (a) shall not use E -Verify Program procedures to
undertake pre -employment screening of job applicants while this Contract is being performed, (b) shall notify the
subcontractor and the County within 3 days if Contractor has actual knowledge that a subcontractor is employing or
contracting with an illegal alien for work under this Contract, (c) 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 (d) shall
comply with reasonable requests made in the course of an investigation undertaken by the Colorado Department of
Labor and Employment or the County. If Contractor fails to comply with any requirement of this provision, the
County may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages.
10. PROHIBITION OF PLEDGING CREDIT AND NO AID TO CORPORATIONS: Pursuant to Colorado
Constitution Article XI, Sections 1 and 2 and Article X, section 20, the County shall not indemnify or hold harmless
Contractor or any party related or operating under this Contract. No provision in the Contract shall limit or set the
amount of damages available to the County to any amount other than the actual direct and indirect damages to the
County, regardless of the theory or basis for such damages. Any provision included or incorporated herein by
reference which purports to negate this provision in whole or in part shall not be valid or enforceable or available in
any action at law or equity, whether by way of complaint, defense, or otherwise. Any provision rendered null and
void by this provision shall not invalidate the remainder of the Contract.
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