HomeMy WebLinkAbout20171799.tiffRESOLUTION
RE: APPROVE FIVE YEAR MASTER CONTRACT WITH COLORADO DEPARTMENT OF
PUBLIC HEALTH AND ENVIRONMENT AND AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Five Year Master Contract between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Weld County Department of Public Health and Environment, and the
Colorado Department of Public Health and Environment, commencing July 1, 2017, and ending
June 30, 2022, with further terms and conditions being as stated in said Master Contract, and
WHEREAS, after review, the Board deems it advisable to approve said Master Contract,
a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Five Year Master Contract 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 Weld County Public Health and Environment, and the Colorado Department of
Public Health and Environment be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said Master Contract.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 19th day of June, A.D., 2017.
ATTEST: do:44) .1,d4;ok,
Weld County Clerk to the Board
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Julie A
ozad, Chair
Steve Moreno, Pro-Tem
BY
APPRO
uty Clerk to the Board
AS
Attorney
Date of signature: —7/(3/(-7
Sean P. Conway
Freeman
rbara Kirkmeyer
cc: HI.CST/TG/ MW)
S'/S/17
2017-1799
HL0049
ip --/f(a 6
Memorandum
TO: Julie A. Cozad, Chair
Board of County Commissioners
FROM: Mark E. Wallace, MD, MPH
Executive Director
Department of Public Health & Environment
DATE: May 31, 2017
SUBJECT: Five Year Master Contract between CDPHE
and the Health Department
For the Board's approval is a five year Master Contract between the State of Colorado for the use
and benefit of the Department of Public Health and Environment (CDPHE) and the Board of
County Commissioners of Weld County, for the use and benefit of the Weld County Department
of Public Health and Environment (WCDPHE).
In 2012, the Board approved the current five-year Master Contract between the Colorado
Department of Public Health & Environment and the Weld County Department of Public Health
& Environment that governs all contracts between the parties. The intent of this new five-year
renewal contract is to set forth the general contract terms and conditions between the parties
and to define how the parties will contract with each other in the future using the Task Order
Contract process as defined in the Master Contract. Neither CDPHE nor Weld County incurs a
financial obligation to the other party by entering into this contract. Each program -specific Task
Order Contract with an accompanying statement of work will delineate the budget, deliverable
services, and time period of the task order. Weld County may accept or reject any task order,
task order renewal letter, or change order letter offered by the State under the Master Contract.
The time period of this contract is from July 1, 2017, through June 30, 2022.
This contract was approved for placement on the Board's agenda via pass -around dated May 23,
2017. I recommend approval of this Master Contract with CDPHE.
2017-1799
DEPARTMENT OF PUBLIC HEALTH AND
ENVIRONMENT
CMS ROUTING NO. 18 FA. -\A 00051
INTERGOVERNMENTAL M A STE R CONTRACT
STATE:
State of Colorado for the use & benefit of the
Department of Public Health and Environment
4300 Cherry Creek Drive South
Denver, CO 80246
CONTRACT MADE DATE: 11/23/2016
TERM:
This Contract shall be effective upon approval by
the State Controller, or designee, or on 07/01/2017,
whichever is later. The Contract shall end on 06/30/2022.
PROCUREMENT METHOD:
Exempt
BID/RFP/LIST PRICE AGREEMENT NUMBER:
n/a
LAW SPECIFIED VENDOR STATUTE:
n/a
STATE REPRESENTATIVE:
Lisa McGovern
4300 Cherry Creek Drive South
Denver, CO 80246
CONTRACTOR:
Board of County Commissioners of Weld County
(a political subdivision of the State of Colorado)
1150 "O" Street, Greeley, CO 80631
for the use and benefit ofthe
Weld County Department of Public Health and Environment
1555 North 17th Avenue, Greeley, CO 80631
CONTRACTOR DUNS:
CONTRACTOR ENTITY TYPE:
Political Subdivision
STATUTORY AUTHORITY:
CLASSIFICATION: >select one<
ZERO COST MASTER CONTRACT
CONTRACTOR REPRESENTATIVE:
Tanya Geiser, Public Health Director of Administrative Services
WCDPHE 1555 North 17th Avenue
Greeley, CO 80631
PROJECT DESCRIPTION:
The intent of this Master Contract is to set forth the general contract terms and conditions between the parties and to define how the parties will
contract with each other in the future using the Task Order Contract process as defined in the Master Contract.
MasterContract Weld.dOCX
Page 1 of18
8
0-i7-/79961)
EXHIBITS:
The following exhibits are hereby incorporated:
Exhibit One -
Exhibit Two -
Additional Provisions (and any of its Attachments)
Task Order Contract Template (and its Exhibit A and Exhibit B)
COORDINATION
The State warrants that required approval, clearance and coordination has been accomplished
from and with appropriate agencies. Section 29-1-203, C.R.S., as amended, encourages
governments to make the most efficient and effective use of their powers and responsibilities by
cooperating and contracting with each other to the fullest extent possible to provide any function,
service, or facility lawfully authorized to each of the cooperating or contracting entities.
APPROVAL.
In no event shall this Contract be deemed valid until it shall have been approved by the State
Controller or his/her designee.
PROCUREMENT:
All State of Colorado contracts with its political subdivisions and other governmental entities
are exempt from the State of Colorado's personnel rules and procurement code.
PRICE PROVISIONS:
Payments pursuant to this Contract shall be made as earned, in whole or in part, from available
funds, encumbered for the purchase of the described services and/or deliverables. The liability
of the State at any time for such payments shall be limited to the encumbered amount
remaining of such funds.
Authority exists in the laws and funds have been budgeted, appropriated and otherwise made
available, and a sufficient unencumbered balance thereof remains available for payment.
Financial obligations of the State of Colorado payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available.
STATEMENTS OF WORK:
Statements of Work and Budgets are to be included in Task Order Contracts.
MasterContract Weld.docx
Page 2 of 18
GENERAL PROVISIONS
The following clauses apply to this Contract. In some instances, these general clauses have been expanded upon in
other sections/exhibits of/to this Contract. To the extent that other provisions of the Contract provide more
specificity than these general clauses, the more specific provision shall control.
1. Governmental Immunity. Notwithstanding any other provision to the contrary, 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, Section 24-10-101
et.seq., CRS, as now or hereafter amended. The parties understand and agree that liability for claims for
injuries to persons or property arising out of negligence of the State of Colorado, its departments, institutions,
agencies, boards, officials and employees is controlled and limited by the provisions of Section 24-10-101
et.seq. CRS and the risk management statutes, Section 24-30-1501, et.seq, CRS as now or hereafter amended.
2. Available Funds Contingency
a. Available Funds. The State is prohibited by law from making commitments beyond the term ofthe
State's current fiscal year; therefore, Contractor's compensation beyond the State's current Fiscal
Year is contingent upon the continuing availability of State appropriations as provided in the
Colorado Special Provisions. Payments pursuant to this Contract shall be made only from available
funds encumbered for this Contract and the State's liability for such payments shall be limited to the
available amount remaining of such encumbered funds. In the event that state funds become
unavailable for this Contract, as determined by the State, the State may immediately terminate this
Contract or amend it accordingly.
b. Federal Funds Contingency. Payment pursuant to this Contract, if in federal funds, whether in whole
or in part, is subject to and contingent upon the continuing availability of federal funds for the
purposes hereof. In the event that said funds, or any part thereof, become unavailable, as
determined by the State, the State may immediately terminate this Contract or amend it accordingly
without liability including liability for termination costs.
3. Billing Procedures. The State shall establish billing procedures and requirements for payment due the
Contractor in providing performance pursuant to this Contract. The Contractor shall comply with the
established billing procedures and requirements for submission of billing statements. The State shall comply
with CRS 24-30-202(24) when paying vendors upon receipt of a correct notice of the amount due for goods
or services provided hereunder.
4. Exhibits - Interpretation. Unless otherwise stated, all referenced exhibits and all Task Order Agreements
entered into pursuant to the Contract, are incorporated herein and made a part of this Contract. Unless
otherwise stated, the terms of this Contract shall control over any conflicting terms in any of its exhibits. In
the event of conflicts or inconsistencies between this Contract and its exhibits or attachments, such conflicts
or inconsistencies shall be resolved by reference to the documents in the following order of priority: 1) the
Special Provisions of this Contract; 2) the Additional Provisions Exhibit One and its attachments, if
included;
3) the Contract (other than the Special Provisions); 4) the Task Order Contract and its Exhibit A and Exhibit
B
and its attachments, if included; 5) other exhibits/attachments in their order of appearance.
5. Notice and Representatives. For the purposes of this Contract, the representative for each party is as
designated herein. Any notice required or permitted may be delivered in person or sent by registered or
certified mail, return receipt requested, to the party at the address provided, and if sent by mail it is effective
when posted in a
U.S. Mail Depository with sufficient postage attached thereto. Notice of change of address or change or
representative shall be treated as any othernotice.
6. Contractor Representations - Qualifications/Licenses/Approvals/Insurance. The Contractor certifies that, at
the time of entering into this Contract, it and its agents have currently in effect all necessary licenses,
certifications, approvals, insurance, etc. required to properly provide the services and/or supplies covered
by this Contract in the state of Colorado. Proof of such licenses, certifications, approvals, insurance, etc.
MasterContract Weld.docx Page 3 of 18
shall be provided upon the State's request. Any revocation, withdrawal or non -renewal of necessary
license, certification, approval, insurance, etc. required for the Contractor to properly perform this
Contract, shall be grounds for termination of this Contract by the State.
Contractor certifies that it is qualified to perform such services or provide such deliverables as delineated in
this Contract.
7. Legal Authority. The Contractor warrants that it possesses the legal authority to enter into this Contract andthat
it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and
to lawfully authorize its undersigned signatory to execute this Contract and bind the Contractor to its terms. The
person(s) executing this Contract on behalf of the Contractor warrant(s) that such person(s) have full
authorization to execute this Contract.
8. Insurance — Contractor. The Contractor is a "public entity" within the meaning of the Colorado
Governmental Immunity Act (CGIA), section 24-10-101, et seq., C.R.S., as amended. Therefore, at all
times during the initial term of this Contract, and any renewals or extensions hereof, the Contractor shall
maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meetits
liabilities under the CGIA. If requested by the State, the Contractor shall provide the State with written
proof of such insurance coverage.
9. Rights in Data, Documents and Computer Software or Other Intellectual Property. All intellectual property
including without limitation, databases, software, documents, research, programs and codes, as well as all,
reports, studies, data, photographs, negatives or other documents, drawings or materials prepared bythe
Contractor in the performance of its obligations under this Contract shall be the exclusive property of the
State. Unless otherwise stated, all such material shall be delivered to the State by the Contractor upon
completion, termination, or cancellation of this Contract. Contractor shall not use, willingly allow, or cause
to have such materials used for any purpose other than the performance of the Contractor's obligations
under this Contract without the prior written consent of the State. All documentation, accompanying the
intellectual property or otherwise, shall comply with the State requirements which include but is not
limited to all documentation being in a paper, human readable format which is useable by one who is
reasonably proficient in the given subject area. Software documentation shall be delivered by Contractor
to the State that clearly identifies the programming language and version used, and when different
programming languages are incorporated, identifies the interfaces between code programmed in different
programming languages. The documentation shall contain source code which describes the program logic,
relationship between any internal functions, and identifies the disk files which contain the various parts of
the code. Files containing the source code shall be delivered and their significance to the program
described in the documentation. The documentation shall describe error messages and the location in the
source code, by page, line number, or other suitable identifier, where the error message is generated. The
Contractor warrants that the delivered software will be sufficiently descriptive to enable maintenance and
modification of the software. The State's ownership rights described herein shall include, but not be
limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the
works.
If any material is produced under this Contract and the parties hereto mutually agreed that said material
could be copyrighted by Contractor or a third party, then the State, and any applicable federal funding
entity, shall, without additional cost, have a paid in full, irrevocable, royalty free, and non-exclusive
license to reproduce, publish, or otherwise use, and authorize others to use, the copyrightable material for
any purpose authorized by the Copyright Law of the United States as now or hereafter enacted. Upon the
written request of the State, the Contractor shall provide the State with three (3) copies of all such
copyrightable material.
10. Confidential or Proprietary Information. Subject to the Public (Open) Records Act, section 24-72-
101, et seq., C.R.S., as amended, if the Contractor obtains access to any records, files, or other information
of the State in connection with, or during the performance of, this Contract, then the Contractor shall keep
all such records, files, or other information confidential and shall comply with all laws and regulations
concerning the confidentiality of all such records, files, or information to the same extent as such laws and
regulations apply to the State. Contractor shall protect the confidentiality of all information accessed, used,
held, created or received in connection with this Contract and shall insure that any subcontractors or agents
of Contractor protect the confidentiality of all information under this Contract. Contractor shall access, use
MasterContract Weld.docx Page 4 of 18
and disclose confidential information only for the operation and administration of the Contract, and shall
not directly or indirectly disclose confidential information after the term of the Contract. Contractor shall
implement appropriate safeguards as are necessary to prevent accidental or unauthorized use or disclosure
of confidential information and shall maintain a comprehensive written information privacy and security
program that includes administrative, technical and physical safeguards for maintaining and transmitting
electronic confidential information. Contractor shall promptly notify the State if Contractor breaches the
confidentiality of any information covered by this Contract. Any breach of confidentiality bythe
Contractor, or third party agents of the Contractor, shall constitute good cause for the State to cancel this
Contract, without liability to the State. Any State waiver of an alleged breach of confidentiality by the
Contractor, or third party agents of the Contractor, does not constitute a waiver of any subsequent breach
by the Contractor, or third party agents of the Contractor.
The Contractor must identify to the State the information that it considers confidential or proprietary. This is a
continuing obligation. Confidential or proprietary information for the purpose of this paragraph is information
relating to Contractor's research, development, trade secrets, business affairs, internal operations and
management procedures and those of its customers, clients or affiliates, but does not include information
lawfully obtained by third parties, information which is in the public domain, or information which is or could
have been acquired/developed independently by the State or a third party. Notwithstanding the foregoing, the
State shall not be in violation of its obligations under this section should it disclose confidential information if
such disclosure is, in the sole opinion of the State's legal counsel, required by applicable law and/or legal
process (including, but not limited to, disclosures required pursuant to the Colorado (Open) Public Records
Act, sections 24-72-201, et. seq, C.R.S., as now or hereafter amended). The State shall endeavor to provide
notice to the Contractor, as promptly as practicable under the circumstances, of any demand, request,
subpoena, court order or other action requiring such disclosure, in order to afford Contractor the opportunity to
take such lawful action as it deems appropriate to oppose, prevent or limit the disclosure, solely at its own
instance and expense; but nothing herein shall be construed to require the State to refuse or delay compliance
with any such law, order or demand.
11. Records Maintenance, Performance Monitoring & Audits. The Contractor shall maintain a complete file of
all records, documents, communications, and other materials that pertain to the operation ofthe
program/project or the delivery of services under this Contract. Such files shall be sufficient to properly
reflect all direct and indirect costs of labor, materials, equipment, supplies and services, and other costs
of whatever nature for which a contract payment was made. These records shall be maintained according
to generally accepted accounting principles and shall be easily separable from other Contractor records.
The Contractor shall protect the confidentiality of all records and other materials containing personally
identifying information that are maintained in accordance with this Contract. Except as provided by law, no
information in possession of the Contractor about any individual constituent shall be disclosed in aform
including identifying information without the prior written consent of the person in interest, aminor's
parent, guardian, or the State. The Contractor shall have written policies governing access to, duplication
and dissemination of, all such information and advise its agents, if any, that they are subject to these
confidentiality requirements. The Contractor shall provide its agents, if any, with a copy or written
explanation of these confidentiality requirements before access to confidential data is permitted.
The Contractor authorizes the State, the federal government or their designee, to perform audits and/or
inspections of its records, at any reasonable time during the term of this Contract and for a period of six (6)
years following the termination of this Contract, to assure compliance with the state or federal
government's terms and/or to evaluate the Contractor's performance. Any amounts the State paid
improperly shall be immediately returned to the State or may be recovered in accordance with other
remedies.
All such records, documents, communications, and other materials shall be the property of the State unless
otherwise specified herein and shall be maintained by the Contractor in a central location as custodian for
the State on behalf of the State, for a period of six (6) years from the date of final payment or submission
of the final federal expenditure report under this Contract, unless the State requests that the records be
retained for a longer period, or until an audit has been completed with the following qualification. If an
audit by or on behalf of the federal and/or state government has begun but is not completed at the end of
the six (6) year period, or if audit findings have not been resolved after a six (6) year period, the materials
shall be retained until the resolution of the audit findings.
MasterContract Weld.docx Page 5 of 18
The Contractor shall permit the State, any other governmental agency authorized by law, or an authorized
designee thereof, in its sole discretion, to monitor all activities conducted by the Contractor pursuant to the
terms of this Contract. Monitoring may consist of internal evaluation procedures, reexamination of
program data, special analyses, on -site verification, formal audit examinations, or any other procedures as
deemed
reasonable and relevant. All such monitoring shall be performed in a manner that will not unduly interfere
with contract work.
12. Taxes. The State, as purchaser, is exempt from all federal excise taxes under Chapter 32 of the Internal
Revenue Code [No. 84-730123K] and from all state and local government use taxes [C.R.S. 39-26-114(a)
and 203, as amended]. The Contractor is hereby notified that when materials are purchased for the benefit
of the State, such exemptions apply except that in certain political subdivisions the vendor may be required
to pay sales or use taxes even though the ultimate product or service is provided to the State. These sales or
use taxes will not be reimbursed by the State.
13. Conflict of Interest. During the term of this Contract, the Contractor shall not engage in any business or
personal activities or practices or maintain any relationships which conflict in any way with the Contractor
fully performing his/her obligations under this Contract.
Additionally, the Contractor acknowledges that, in governmental contracting, even the appearance ofa
conflict of interest is harmful to the interests of the State. Thus, the Contractor agrees to refrain from any
practices, activities or relationships which could reasonably be considered to be in conflict with the
Contractor's fully performing his/her obligations to the State under the terms of this Contract, without the
prior written approval of the State.
In the event that the Contractor is uncertain whether the appearance of a conflict of interest may reasonably
exist, the Contractor shall submit to the State a full disclosure statement setting forth the relevant details for
the State's consideration and direction. Failure to promptly submit a disclosure statement or to follow the
State's direction in regard to the apparent conflict shall be grounds for termination of the Contract.
Further, the Contractor, and its subcontractors or subgrantees, shall maintain a written code ofstandards
governing the performance of its employees engaged in the award and administration of contracts. No
employee, officer, or agent of the Contractor, subcontractor, or subgrantee shall participate in the selection,
or in the award or administration of a contract or subcontract supported by Federal funds if a conflictof
interest, real or apparent, would be involved. Such a conflict would arise when:
a. The employee, officer or agent;
b. Any member of the employee's immediate family;
c. The employee's partner; or
d. An organization which employees, or is about to employ, any of the above,
has a financial or other interest in the firm selected for award. The Contractor's, subcontractor's, or
subgrantee's officers, employees, or agents will neither solicit nor accept gratuities, favors, or anything of
monetary value from Contractor's potential contractors, or parties to subagreements.
14. Inspection and Acceptance (Services) and Contractor Warranty. The State reserves the right to inspect
services provided under this Contract at all reasonable times and places during the term of theContract.
"Services" as used in this clause includes services performed or tangible material produced or delivered in
the performance of services. If any of the services do not conform to Contract requirements, the State may
require the contractor to perform the services again in conformity with contract requirements, with no
additional payment. When defects in the quality or quantity of service cannot be corrected byre -
performance, the State may (1) require the contractor to take necessary action to ensure that the future
performance conforms to contract requirements and (2) equitably reduce the payment due the contractor to
reflect the reduced value of the services performed. These remedies in no way limit the remedies available
to the State in the termination provisions of this Contract, or remedies otherwise available at law.
Contractor warrants that all supplies furnished under this Contract shall be free from defects in materials or
workmanship, are installed properly and in accordance with manufacturer recommendations or other
industry standards, and will function in a failure -free manner for a period of one (1) year from the date of
delivery or installation. Contractor shall, at its option, repair or replace any supplies that fail to satisfy this
MasterContract Weld.docx Page 6 of 18
warranty during the warranty period. Additionally, Contractor agrees to assign to the State all written
manufacturer warranties relating to the supplies and to deliver such written warranties to the State.
15. Adjustments in Price. Adjustments to contract prices are allowable only so long as they are mutually agreeable
by the parties and so long as they are included within a contract amendment made prior to the effective date of
the price adjustments and made pursuant to the State of Colorado Fiscal Rules, signed by the parties, and
approved by the State Controller or designee. The Contractor shall provide cost or pricing data for any price
adjustment subject to the provisions of the Cost or Pricing Data Section of the Colorado State Procurement
Rules. Any adjustment in contract price pursuant to the application of a clause in this Contract shall be made
in one or more of the following ways:
a. By agreement on a fixed -price adjustment;
b. By unit prices specified in the Contract;
c. In such other manner as the parties may mutually agree; or
d. In the absence of agreement between the parties, by a unilateral determination by the procurement
officer of the costs attributable to the event or situation covered by the clause, plus appropriate profit
or fee.
16. Contract Modifications. This Contract is subject to such modifications as may be required by changes in
Federal or State law, or their implementing regulations. Any such required modification shall automatically
be incorporated into and be part of this Contract on the effective date of such change as if fully set forth
herein. If either the State or the Contractor desires to modify the terms and conditions of this Contract, then
the parties shall execute a standard written amendment to this Contract initiated by the State. The standard
written amendment must be executed and approved in accordance with all applicable laws and rules by all
necessary parties including the State Controller or delegate.
17. Litigation. The Contractor shall within five (5) calendar days after being served with a summons,
complaint, or other pleading which has been filed in any federal or state court or administrative agency
notify the State that it is a party defendant in a case which involves services provided under this Contract.
The Contractor shall deliver copies of such document(s) to the State's Executive Director. Theterm
"litigation" includes an assignment for the benefit of creditors, and filings in bankruptcy, reorganization
and/or foreclosure.
18. Notice of Breach and Dispute Resolution: If the State or the Contractor believes in good faith that the other
party has failed to timely complete a deliverable, or has otherwise committed a material breach ofthis
Contract, then the non -breaching party shall notify the breaching party in writing of the alleged breach
within ten (10) business days of: 1) the date of the alleged breach if the non -breaching party is aware of the
breach at the time it occurs; or 2) the date that the non -breaching party becomes aware of the breach.
Upon receipt of written notice of an alleged breach of the Contract, the breaching party shall have ten (10)
business days, or such additional time as may be agreed to in writing between the parties, within which to
cure the alleged breach or to notify the non -breaching party in writing of the breaching party's belief that a
material breach of this Contract has not occurred. Failure of the breaching party to cure or respond in
writing within the above time period shall result in the non -breaching party being entitled to pursue any
and all remedies available at law or in equity.
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 designated by the department and a senior manager designated by the
Contractor. Failing resolution at that level, disputes shall be presented in writing to the Executive Director
and the Contractor's chief executive officer for resolution. This process is not intended to supersedeany
other process for the resolution of controversies provided by law.
The Contractor and its sureties shall be liable for any damage to the State resulting from the Contractor's
breach, whether or not the Contractor's right to proceed with the work is terminated. The State reserves the
right, in its sole discretion, to determine whether or not to accept substituted performance tendered by the
Contractor or the Contractor's sureties and acceptance is dependent upon completion of all applicable
inspection procedures.
19. Remedies: In addition to any other remedies provided for in this Contract, and without limiting its remedies
MasterContract Weld.docx Page 7 of 18
otherwise available at law, the State may exercise the following remedial actions if the Contractor
substantially fails to satisfy or perform the duties and obligations in this Contract. Substantial failure to
satisfy the duties and obligations shall be defined to mean significant insufficient, incorrect or improper
performance, activities, or inaction by the Contractor. Without limitation, these remedial actions include:
a. withhold payment to Contractor until the necessary services or corrections in performance are
satisfactorily completed; and/or
b. require the vendor to take necessary action to ensure that the future performance conforms to
contract requirements; and/or
c. request the removal from work on the Contract of employees or agents of Contractor whomthe
State justifies as being incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable,
or whose continued employment on the Contract the State deems to be contrary to the public
interest or not in the best interest of the State; and/or
d. deny payment for those services or obligations which have not been performed and which due to
circumstances caused by Contractor cannot be performed, or if performed would be of no value to
the State; denial of the amount of payment must be reasonably related to the value of work or
performance lost to the State; and/or
e. suspend Contractor's performance pending necessary corrective action as specified by the
State without Contractor's entitlement to adjustment in price/cost or schedule; and/or
f. modify or recover payments (from payments under this Contract or other contracts between the
State and the vendor as a debt due to the State) to correct an error due to omission, error, fraud
and/or defalcation; and/or
g. terminate the Contract.
These remedies in no way limit the remedies available to the State in the termination provisions of this
Contract, or remedies otherwise available at law.
20. Termination.
a. Termination for Default. The State may terminate the Contract for cause. In the event this
Contract is terminated for cause, the State will only reimburse the Contractor for accepted work or
deliverables received up to the date of termination. In the event this Contract is terminated for
cause, final payment to the Contractor may be withheld at the discretion of the State until
completion of final audit. Notwithstanding the above, the Contractor shall not be relieved of
liability to the State for any damages sustained by the State by virtue of any breach of the Contract
by the Contractor, and the State may withhold any payment to the Contractor for the purposes of
mitigating its damages until such time as the exact amount of damages due to the State from the
Contractor is determined. If it is determined that the Contractor was not in default then such
termination shall be treated as a termination for convenience as described herein. In the eventof
termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models,
photographs, and reports or other material prepared by the contractor under this Contract shall, at
the option of the State, become its property, and the Contractor shall be entitled to receive just and
equitable compensation for any services and supplies delivered and accepted. The Contractor shall
be obligated to return any payment advanced under the provisions of this Contract.
b. Termination for Convenience. The State shall have the right to terminate this Contract at any time
the State determines necessary by giving the Contractor at least twenty (20) calendar days prior
written notice. If notice is so given, this Contract shall terminate on the expiration of the
specified time period, and the liability of the parties hereunder for further performance of the
terms of this Contract shall thereupon cease, but the parties shall not be released from the duty to
perform their obligations up to the date of termination. In the event of termination, all finished or
unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports
or other material prepared by the contractor under this Contract shall, at the option of the State,
become its property, and the Contractor shall be entitled to receive just and equitable
compensation for any satisfactory services and supplies delivered.
In the event that the State terminates this Contract under the Termination forConvenience
provisions, the Contractor is entitled to submit a termination claim within ten (10) days of the
effective date of termination. The termination claim shall address and the State shall consider
paying the following costs:
MasterContract Weld.docx Page 8 of 18
I. the contract price for performance of work, which is accepted by the State, up to the
effective date of the termination;
II. reasonable and necessary costs incurred in preparing to perform the terminated portion
of the contract;
III. reasonable profit on the completed but undelivered work up to the date oftermination;
IV. the costs of settling claims arising out of the termination of subcontracts or orders, not to
exceed 30 days pay for each subcontractor;
V. reasonable accounting, legal, clerical, and other costs arising out of the termination
settlement.
In no event shall reimbursement under this clause exceed the contract amount reduced by amounts
previously paid by the State to the Contractor.
c. Immediate Termination. This Contract is subject to immediate termination, in whole or in part, by
the State without further liability in all of the following circumstances:
I. In the event that the State determines that the health, safety, or welfare of persons
receiving services may be in jeopardy;
II. Upon verifying that the Contractor has engaged in or is about to participate in fraudulent
or other illegal acts; or
III. If State or federal funds are not appropriated, or otherwise become unavailable to fund
this Contract.
21. Stop Work Order. Upon written approval by the State Procurement Officer or delegee, the State may, by
written order to the Contractor, at any time, and without notice to any surety, require the Contractor to stop
all or any part of the work called for by this Contract. This order shall be for a specified period afterthe
order is delivered to the Contractor. Any such order shall be identified specifically as a stop work order
issued pursuant to this clause. Upon receipt of such an order, the Contractor shall forthwith comply with its
terms and take all reasonable steps to minimize the incurring of costs allocable to the work covered by the
order during the period of work stoppage. Before the stop work order expires, as legally extended, the State
Procurement Officer or delegee shall either:
a. Cancel the stop work order; or
b. Terminate the work covered by such order; or
c. Terminate the contract.
If a stop work order issued under this clause is properly canceled, the Contractor shall have the right to
resume work. An appropriate adjustment shall be made in the delivery schedule or contract price, or both,
and the Contract shall be modified accordingly in writing pursuant to the terms of this Contract dealing
with contract modifications, if:
a. The stop work order results in increased time required for, or in the Contractor's cost properly
allocable to, the performance of any part of this Contract; and
b. The Contractor asserts claim for such an adjustment within thirty (30) days after the end of the
period of work stoppage.
If the work covered by such order is terminated for default or convenience, the reasonable costs resulting
from the stop work order shall be allowed by adjustment or otherwise and such adjustment shall be in
accordance with the Price Adjustment Clause of this Contract.
22. Venue. The parties agree that exclusive venue for any action related to performance of this Contract shall be in
the City and County of Denver, Colorado.
23. Understanding of the Parties.
a. Complete Integration. This Contract is intended as the complete integration of all understandings
between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto
shall have any force or effect whatsoever, unless embodied herein in writing. No subsequent
novation, renewal, addition, deletion, or other amendment hereto shall have any force oreffect
unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules.
MasterContract Weld.docx Page 9 of 18
b. Severability. To the extent that this Contract may be executed and performance of the obligations
of the parties may be accomplished within the intent of the Contract, the terms of this Contract are
severable, and should any term or provision hereof be declared invalid or become inoperative for
any reason, such invalidity or failure shall not affect the validity of any other term or provision
hereof.
c. Binding Agreement. Except as herein specifically provided otherwise, it is expressly understood
and agreed that this Contract shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns. All rights of action relating to enforcement of the
terms and conditions shall be strictly reserved to the State and the named Contractor. Nothing
contained in this agreement shall give or allow any claim or right of action whatsoever by any
other third person. It is the express intention of the State and the Contractor that any such person
or entity, other than the State or the Contractor, receiving services or benefits under this
agreement shall be deemed an incidental beneficiary only.
d. Waiver. The waiver of any breach of a term hereof shall not be construed as a waiver of any
other term, or the same term upon subsequent breach.
e. Continuing Obligations. The State and the Contractor's obligations under this Contract shall
survive following termination or expiration to the extent necessary to give effect to the intent and
understanding of the parties.
f. Assignment and Change In Ownership, Address, Financial Status. Except as herein specifically
provided otherwise, the rights, duties and obligations of the Contractor arising hereundercannot
be assigned, delegated, subgranted or subcontracted except with the express prior written consent
of the State, which consent shall not be unreasonably withheld. In the case of assignment or
delegation, Contractor and the State shall execute the standard State novation agreement prior to
the assignment or delegation being effective against the State. The subgrants and subcontracts
permitted by the State shall be subject to the requirements of this Contract. The Contractor is
responsible for all subcontracting arrangements, delivery of services, and performance ofany
subgrantor or subcontractor. The Contractor warrants and agrees that any subgrant or
subcontract, resulting from its performance under the terms and conditions of this Contract, shall
include a provision that the said subgrantor or subcontractor shall abide by the terms and
conditions hereof. Also, the Contractor warrants and agrees that all subgrants or subcontracts
shall include a provision that the subgrantor or subcontractor shall indemnify and hold harmless
the State. The subgrantors or subcontractors must be certified to work on any equipment for
which their services are obtained.
This provision shall not be construed to prohibit assignments of the right to payment to the extent
permitted by section 4-9-318, CRS, provided that written notice of assignment adequate to
identify the rights assigned is received by the controller for the agency, department, or institution
executing this Contract. Such assignment shall not be deemed valid until receipt by such
controller —as distinguished from the State Controller — and the Contractor assumes the risk that
such written notice of assignment is received by the controller for the agency, department, or
institution involved.
The Contractor is required to formally notify the State prior to, or if circumstances do not allow
prior notification then immediately following, any of the following:
1. change in ownership;
I I. change of address;
III. the filing of bankruptcy.
g.
Force Majeure. Neither the Contractor nor the State shall be liable to the other for any delay in, or
failure of performance of, any covenant or promise contained in this Contract, nor shall anydelay
or failure constitute default or give rise to any liability for damages if, and only to the extent that,
such delay or failure is caused by "force majeure." As used in this Contract "force majeure"
means acts of God; acts of the public enemy; acts of the State and any governmental entity in its
sovereign or contractual capacity; fires; floods, epidemics; quarantine restrictions, strikes or other
MasterContract Weld.docx Page 10 of 18
labor disputes; freight embargoes; or unusually severe weather.
h. Changes In Law. This Contract is subject to such modifications as may be required by changes in
applicable federal or State law, or their implementing rules, regulations, or procedures. Any
such
required modification shall automatically be incorporated into and be part of this Contract on the
effective date of such change as if fully set forth herein. Except as provided above, no
modification of this Contract shall be effective unless agreed to in writing by both parties in the
form of a written amendment to this Contract that has been previously executed and approved in
accordance with applicable law.
i. Media or Public Announcements. Unless otherwise provided for in this Contract, the Contractor
shall not make any news release, publicity statement, or other public announcement, either in
written or oral form that concerns the work provided under this Contract, without the prior written
approval of the State. The Contractor shall submit a written request for approval to the State no
less than ten (10) business days before the proposed date of publication. The State shall not
unreasonably withhold approval of the Contractor's written request to publish. Approval or denial
of the Contractor's request by the State, shall be delivered to the Contractor in writing within six
(6) business days from the date of the State's receipt of Contractor's request for approval.
If required by the terms and conditions of a federal or state grant, the Contractor shall obtain the
prior approval of the State and all necessary third parties prior to publishing any materials
produced under this Contract. If required by the terms and conditions of a federal or state grant,
the Contractor shall also credit the State and all necessary third parties with assisting inthe
publication of any materials produced under this Contract. It shall be the obligation ofthe
Contractor to inquire of the State as to whether these requirements exist and obtain written
notification from the State as Contractor deems appropriate.
24. Intellectual Indemnity. Contractor shall defend, at its sole expense, any claim(s) or suit(s) brought against
the State alleging that the use by the State of any product(s), or any part thereof, supplied by Contractor
under this agreement constitutes infringement of any patent, copyright, trademark, or other proprietary
rights, provided that the State gives Contractor written notice within twenty (20) days of receipt by the
State of such notice of such claim or suit, provides assistance and cooperation to Contractor in connection
with such action, and Contractor has sole authority to defend or settle the claim. Contractor shall consult
the State regarding such defense and the State may, at its discretion and expense, participate in any defense.
Should the State not choose to participate, Contractor shall keep the State advised of any settlement or
defense.
Contractor shall have liability for all such claims or suits, except as expressly provided herein, and shall
indemnify the State for all liability incurred by the State as a result of such infringement. Contractor shall
pay all reasonable out-of-pocket costs and expenses, and damages finally awarded by a court of competent
jurisdiction, awarded or agreed to by Contractor regarding such claims or suits.
If the product(s), or any part thereof, become the subject of any claim, suit or proceeding for infringement
of any patent, trademark or copyright, or in the event of any adjudication that the product(s), or any part
thereof, infringes any patent, trademark or copyright, or if the sub -license or use of the product(s), or any
part thereof, is enjoined, Contractor, after consultation with the State, shall do one of the following at
Contractor's expense:
a. produce for the State the right under such patent, trademark or copyright to use or sub -license, as
appropriate, the product or such part thereof; or
b. replace the product(s), or part thereof, with other suitable products or parts conforming to the
original license and State specifications; or
c. suitably modify the products, or part thereof.
Except as otherwise expressly provided herein, Contractor shall not be liable for any costs or expenses
incurred without its prior written authorization.
Contractor shall have no obligation to defend against or to pay any costs, damages or attorney's fees with
MasterContract Weld.docx Page 11 of 18
respect to any claim based upon:
a. the use of an altered release if Contractor had not consented to the alteration; or
b. the combination, operation or use of the product(s) with programs or data which were not
furnished by Contractor, if such infringement would have been avoided if the programs or data
furnished by persons or entities other than Contractor had not been combined, operated or used
with the product(s); or
c. the use of product(s) on or in connection with equipment or software not permitted under this
Contract if such infringement would have been avoided by not using the product(s) on or in
connection with such other equipment or software.
25. Conformance with Law. If this Contract involves federal funds or compliance is otherwise federally
mandated, the Contractor and its agent(s) shall at all times during the term of this Contract strictly adhere
to all applicable federal laws, state laws, Executive Orders and implementing regulations as they currently
exist and may hereafter be amended. Without limitation, these federal laws and regulations include:
a. Office of Management and Budget Circulars and The Common Rule for Uniform
Administrative Requirements for Grants and Cooperative Agreements to State and Local
Governments, as applicable;
b. the "Hatch Act" (5 U.S.C. 1501-1508) and Public Law 95-454, Section 4728
c. when required by Federal program legislation, the "Davis -Bacon Act", as amended (40 U.S.C.
3141-3148) as supplemented by Department of Labor Regulations (29 CFR Part 5, "Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction");
d. when required by Federal program legislation, 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 of Public Work Financed in Whole or in Part by Loansor
Grants from the United States").
e. 42 U.S.C. 6101 et seq., 42 U.S.C. 2000d, 29 U.S.C. 794 (regarding discrimination);
f. the "Americans with Disabilities Act" (Public Law 101-336; 42 U.S.C. 12101, 12102, 12111
-12117,12131-12134,12141-12150,12161-12165,12181-12189,12201-12213 and
47
U.S.C. 225 and 47 U.S.C. 611);
g• if the Contractor is acquiring an interest in real property and displacing households or businesses
in the performance of this Contract, then the Contractor is in compliance with the "Uniform
Relocation Assistance and Real Property Acquisition Policies Act", as amended, (Public Law
91- 646, as amended, and Public Law 100-17, 101 Stat. 246 - 256);
h. when applicable, the Contractor shall comply with the provisions of the "Uniform
Administrative Requirements for Grants and Cooperative Agreements to State and Local
Governments" (Common Rule);
i. Section 2101 of the Federal Acquisition Streamlining Act of 1994, Public Law 103-355; and
j. If the Contractor is a covered entity under the Health Insurance Portability and Accountability
Act of 1996, 42 U.S.C. 1320d — 1320d-8, the Contractor shall comply with applicable HI PAA
requirements. If Contractor is a business associate under HIPAA, Contractor hereby
agrees to, and has an affirmative duty to, execute the State's current HIPAA Business
Associate Agreement. In this case, Contractor must contact the State's representative and
requesta copy of the Business Associate Agreement, complete the agreement, have it
signed by an authorized representative of the Contractor, and deliver it to the State.
k. The Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as
amended by §6062 of Public Law 110-252, including without limitation all data reporting
requirements required there under. This Act is also referred to as FFATA.
Contractor shall comply with the provisions of Section 601 of Title VI of the Civil Rights Act of
1964, as amended.
m. 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 comply with the equal
opportunity clause provided under 41 CFR 60-1.3(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.
MasterContract Weld.docx Page 12 of 18
p•
q.
n. where applicable, Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708).
o. if the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a)and
the recipient or subrecipient wishes to enter into an agreement with a small business firm or
nonprofit organization, 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.
the Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33
U.S.C. 1251-1387), as amended.
if applicable, comply with the mandatory standards and policies on energy efficiency contained
within the State of Colorado's energy conservation plan issued in compliance with the Energy
Policy and Conservation Act, 42 U.S.C. 6201.
26. Contractor Affirmation. If this Contract involves federal funds or compliance is otherwise federally mandated,
then by signing and submitting this Contract the Contractor affirmatively aversthat:
a. the Contractor is in compliance with the requirements of the "Drug -Free Workplace Act"
(Public Law 100-690 Title V, Subtitle D, 41 U.S.C. 701 et seq.);
b. the Contractor and all principals are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from covered transactions by any federal department
or agency; the Contractor and all principals shall comply with all applicable regulations pursuant
to Executive Order 12549 (3 CFR Part 1986 Comp., p. 189) and Executive Order 12689 (3CFR
Part 1989 Comp., p. 235), Debarment and Suspension; and,
c. the Contractor shall comply with all applicable regulations pursuant to Section 319 of Public Law
101-121, Guidance for New Restrictions on Lobbying, including, Certification and Disclosure, 29
C.F.R. 93.110(1990) and where applicable, the Byrd Anti -Lobbying Amendment (31 U.S.C.
1352).
27. Annual Audits. If the Contractor expends federal funds from all sources (direct or from pass -through
entities) in an amount of $750,000 or more during its fiscal year, then the Contractor shall have an audit of
that fiscal year in accordance with Office of Management and Budget (OMB) Circular A-133 (Audits of
States, Local Governments, and Non -Profit Organizations). If the Contractor expends federal funds
received from the State in an amount of $750,000 or more during its fiscal year, then the Contractor shall
furnish one (1) copy of the audit report(s) to the State's Internal Audit Office within thirty (30) calendar
days after the Contractor's receipt of its auditor's report or nine (9) months after the end of the Contractor's
audit period, whichever is earlier. If (an) instance(s) of noncompliance with federal laws and regulations
occurs, then the Contractor shall take all appropriate corrective action(s) within six (6) months ofthe
issuance of (a) report(s).
28. Holdover. In the event that the State desires to continue the services provided for in this Contract and a
replacement contract has not been fully executed by the expiration date of the Contract, this Contract may
be extended unilaterally by the State for a period of up to two (2) months upon written notice tothe
Contractor under the same terms and conditions of the original Contract including, but not limited to,
prices, rates, and service delivery requirements. However, this extension terminates when the
replacement contract becomes effective when signed by the State Controller or an authorized delegate.
29. Survival of Certain Contract Terms. Notwithstanding anything in this Contract to the contrary, the parties
understand and agree that all terms and conditions of this Contract which may require continued
performance, compliance, or effect beyond the termination date of the Contract and shall survive such
termination date and shall be enforceable by the State as provided herein in the event of failure to
perform or comply by the Contractor.
30. STATEWIDE CONTRACT MANAGEMENT SYSTEM [This section shall apply when the Effective
Date is on or after July 1, 2009 and the maximum amount payable to Contractor hereunder is $100, 000
or higher]
By entering into this Contract, Contractor agrees to be governed, and to abide, by the provisions of CRS
§24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 concerning the monitoringof
vendor performance on state contracts and inclusion of contract performance information in a statewide
contract management system.
MasterContract Weld.docx Page 13 of 18
Contractor's performance shall be evaluated in accordance with the terms and conditions of this Contract,
State law, including CRS §24-103.5-101, and State Fiscal Rules, Policies and Guidance. Evaluationof
Contractor's performance shall be part of the normal contract administration process and Contractor's
performance will be systematically recorded in the statewide Contract Management System. Areas of
review shall include, but shall not be limited to quality, cost and timeliness. Collection ofinformation
relevant to the performance of Contractor's obligations under this Contract shall be determined by the
specific requirements of such obligations and shall include factors tailored to match the requirements of the
Statement of Project of this Contract. Such performance information shall be entered into thestatewide
Contract Management System at intervals established in the Statement of Project and a final reviewand
rating shall be rendered within 30 days of the end of the Contract term. Contractor shall be notified
following each performance and shall address or correct any identified problem in a timely mannerand
maintain work progress.
Should the final performance evaluation determine that Contractor demonstrated a gross failure to meet the
performance measures established under the Statement of Project, the Executive Director of the Colorado
Department of Personnel and Administration (Executive Director), upon request by the Colorado
Department of Public Health and Environment and showing of good cause, may debar Contractor and
prohibit Contractor from bidding on future contracts. Contractor may contest the final evaluation and result
by: (i) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS
§24-105-102(6)), or (ii) under CRS §24-105-102(6), exercising the debarment protest and appeal rights
provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal of the debarment and
reinstatement of Contractor, by the Executive Director, upon showing of good cause.
31. Performance Outside the State of Colorado and/or the United States
[Not applicable if Contract Funds include any federal funds]
Following the Effective Date, Contractor shall provide written notice to the State, in accordance with the
Notices and Representatives provision, within 20 days of the earlier to occur of Contractor's decisionto
perform, or its execution of an agreement with a Subcontractor to perform, Services outside the State of
Colorado and/or the United States. Such notice shall specify the type of Services to be performed outside
the State of Colorado and/or the United States and the reason why it is necessary or advantageousto
perform such Services at such location or locations. All notices received by the State pursuant tothis
provision shall be posted on the Colorado Department of Personnel & Administration's website. Knowing
failure by Contractor to provide notice to the State under this provision shall constitute a material breach of
this Contract.
MasterContract Weld.docx Page 14 of 18
SPECIAL PROVISIONS
These Special Provisions apply to all contracts except where noted in italics.
1. CONTROLLER'S APPROVAL. CRS §24-30-202(1). This Contract shall not be valid until it has been approved by
the Colorado State Controller or designee.
2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.
3. 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, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671
et seq., as applicable now or hereafteramended.
4. 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 (a) provide and keep in force workers'
compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof
when requested by the State, and (c) 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 and State laws, rules, and
regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
6. 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.
7. 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 contact or incorporated herein by reference shall be
null and void.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds
payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in
violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that,
during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems
and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this
provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without
limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable
licensing restrictions.
9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50-507. 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.
10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental agreements]
Subject to CRS §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: (a) unpaid child support debts or child support arrearages; (b)
unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to
Contract_Template_ InterGovernmental_070714 Page 15 of 18
the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the
Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency
determination or judicial action.
11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [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 or the Department
program established pursuant to CRS §8-17.5-I02(5)(c), 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 (a) shall not use E -Verify Program or Department program procedures to undertake pre-
employment screening of job applicants while this Contract is being performed, (b) shall notify the subcontractor and
the contracting State agency within three 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 three days of receiving the notice, and (d) shall comply
with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the
Colorado Department of Labor and Employment. If Contractor participates in the Department 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 Department program. If Contractor fails to comply with any
requirement of this provision or CRS §8-17.5-101 et seq., 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.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person
eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or
otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS
§24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the
effective date of this Contract.
Revised 1-1-09
MasterContract Weld.docx Page 16 of 18
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
* Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's
behalf and acknowledge that the State is relying on their representations to that effect.
CONTRACTOR:
BOARD OF COUNTY COMMISSIONERS OF
COUNTY for the use and benefit of the WELDCOUNTY
DEPARTMENT OF PUBLIC HEALTH AND
ENVIRONMENT
Legal Name of Contracting Entity
Julie A. Cozad
P ' t Name of Authori Officer
ir..
Signature of Authorize
JUN 1 9 2017
Chair
Print Title of Authorized Officer
STATE OF COLORADO:
JOHN W. HICKENLOOPER, GOVERNOR
rY1 L-4(2515Ut,
By:
By:
For Executive Director
Department of Public Health and Environment
LEGAL REVIEW
CynthiCoffman, Attorney General
ALL CONTRACTS REOUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid
until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin
performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not
obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.
By:
Date:
MasterContract Weld.docx
STATE CONTROLLER:
obert Jaros, CP , MBA, JD
Page 17 of 18
a.o/7— / 799(7)
This page left intentionally blank.
MasterContract Weld.docx Page 18 of 18
EXHIBIT ONE
ADDITIONAL PROVISIONS
To Contract Effective Date 7/1/2017 - Contract Routing Number 18 FAA 00051
These provisions are to be read and interpreted in conjunction with the provisions of the
contract specified above.
1. It is the express intent of the parties in entering into this Contract to: a) create a vehicle
through which the parties can enter into a simplified Task Order Contract for the
purchase and delivery of health and environmental services; b) stipulate that the
Contractor is an approved entity to perform certain activities for the State; and c) set forth
the terms and conditions under which these activities shall be performed by the
Contractor.
In the context of this Contract a "Task Order Contract" means a subordinate document to
this Contract that is signed by the State and the Contractor and approved by the State
Controller or delegee, and has attached to it a Statement of Work and Budget that has
been signed by the applicable State and Contractor program managers. A sample Task
Order Contract is attached hereto as Exhibit Two and incorporated herein by this
reference. The parties expressly acknowledge that while this Contract authorizes the
purchase of health and environmental services pursuant to its terms and conditions, no
specific purchase of services is made by this Contract. The State may purchase health and
environmental services from the Contractor and the Contractor may provide health and
environmental services to the State, under this Contract through a Task Order Contract. A
Task Order Contract incorporates by reference all the terms and conditions of this
Contract. When the State and the Contractor mutually agree upon the services to be
purchased from and performed by, the Contractor, the parties may enter into a Task Order
Contract, with an accompanying Statement of Work and Budget, for the purchase and
delivery of those services. The State's financial obligation to the Contractor for specific
health and environmental services accrues only upon the full execution, including
approval by the State Controller or delegee, of a Task Order Contract authorizing the
Contractor to perform and deliver those services and the Contractor's performance ofthe
work described in that Task Order Contract.
The State will issue a Task Order Contract to perform some or all the work if, and when,
and to the extent, the State determines, in its sole discretion, that the work is needed and
that the Contractor should perform that work. The State does not guarantee a certain
quantity of the work to the Contractor and shall have no obligation to provide any work
to the Contractor, and the Contractor has no justifiable expectancy that it will be given
any of the work unless and until the State and the Contractor enter into a Task Order
Contract, including an attached Statement of Work and Budget, and the Task Order
Contract is approved by the State Controller or designee. The State may elect to perform
some or all the work itself, hire other vendors by separate contract to meet State
requirements or not perform the work, without liability to the Contractor.
To be attached to CDPHE
Master Contract Template
Page 1 of4 Revised: 11/15/16
EXHIBIT ONE
2. The parties expressly acknowledge that this Contract sets forth the general and special
contractual terms and conditions of the parties, and that Task Order Contracts issued
pursuant to this Contract set forth the specific work contracted for by the State with the
Contractor. Each Task Order Contract incorporates by reference all terms and conditions
of this Contract and each provision of this Contract shall become part of, and control,
each separate Task Order Contract. Subject to the terms and conditions of this Contract,
the Scope of Work in a Task Order Contract shall govern the delivery services by the
Contractor under that Task Order Contract. However, a Task Order Contract cannot
change any of the terms and conditions of this Contract. In the event of any conflict
between the terms and conditions of this Contract and a Task Order Contract and/or a
Statement of Work attached thereto, the terms and conditions of this Contract shall
control. A Task Order Contract only describes the work to be performed under its
accompanying Statement of Work and Budget. The Contractor is authorized only to
provide and perform those services that have been authorized in a given Task Order the
Contract's Statement of Work. The period of performance of any Task Order Contract
may exceed the performance period allowed under this Contract, but in no case can the
period of performance of any Task Order Contract exceed five (5) years.
3. Task Order Contracts may be renewed, extended, and/or modified by way of the Contract
Amendment process outlined in the Task Order Contract, in accordance with State fiscal
rules. However, as mentioned above, in no case can a Task Order Contract or any Task
Order Contract amendment modify the terms and conditions of this Contract. Any
changes to this Contract must be done pursuant to the terms and conditions of the General
Provisions of this Contract.
4. Work/services will be defined, negotiated, and ordered from time to time by a Task Order
Contract between the parties. If the State has need of services and determines that the
Contractor is the appropriate entity to provide those services, the State will contact the
appropriate representatives of the Contractor and discuss the services needed. The State
shall provide a definition of the requirements to the Contractor. The State and the
Contractor will negotiate a statement of work, budget, including applicable time frames
for work performance and associated costs. The State will then memorialize the agreed
upon statement of work and budget within the Task Order Contract.
5. Upon negotiation and agreement by the parties regarding the scope of the project, the
price/cost ceiling, the time for performance and other applicable terms and conditions, a
Task Order Contract, in substantially the form attached herein as Exhibit Two, shall be
prepared by the State. Following acceptance of the Task Order Contract terms and
conditions, which must include the negotiated Statement of Work and Budget, the total
hours anticipated to adequately and successfully completing the work, method of
payment and project plan, the authorized representatives of the Contractor will sign a
minimum of three (3) Task Order Contract originals. Upon signature by the State and the
State Controller or delegee and delivery of a fully signed original Task Order Contract to
the Contractor, the Contractor shall undertake performance of the specified projects and
will perform such projects in a manner inspiring confidence that such projects will be
To be attached to CDPHE
Master Contract Template
Page 2 of Revised: 11/15/16
EXHIBIT ONE
successfully completed within the time frame and price range agreed to in the Task Order
Contract. The Contractor may be required to provide the State with reports to include
invoices of actual hours of service and a statement of the various project's status. To
ensure delivery of the services required under this Contract, the State may elect to
conduct an evaluation of the Contractor's performance of the work on a periodic basis.
6. Performance of work and payment for a project shall be governed by the standards,
procedures and terms set forth in this Contract and in the associated Task Order Contract.
The Contractor warrants that upon negotiation and acceptance of the Task Order
Contract, the Contractor's performance will be successfully completed within the time
frame and price stated in the Task Order Contract. The State's financial commitment
stated in the Task Order Contract shall not be considered valid until the State Controller
or a delegate executes the Task Order Contract, a fully signed Task Order Contract is
received by the Contractor, and Contractor commences performance under the specific
Task Order Contract.
7. The Contractor shall be assigned work on a Task Order Contract basis, and shall begin
performance of assigned tasks only upon receipt of a fully executed Task Order Contract
setting forth the specific work to be performed.
8. The Contractor, with the prior approval of the State, may subcontract the performance of
some, or all, of the services provided under a Task Order Contract through a subcontract,
teaming, joint venture and/or partnership arrangement or other affiliate arrangement, as
determined by the Contractor. However, in all cases the Contractor shall remain solely
responsible to the State for the timely and complete performance of all contract
deliverables. The Contractor shall cause all of its subcontractors and affiliates to comply
with all terms and conditions of this Contract and the applicable Task Order Contract.
The Contractor, at the request of the State, shall provide background information with
respect to all subcontractors and affiliates, the Contractor desires to utilize or include in
the performance of work under any Task Order Contract.
9. Notwithstanding paragraph 5 of the Contract, General Provisions, page 3, Notice and
Representatives, the parties hereby agree to add the following language to the end of this
paragraph, following the last sentence "Notice of change of address or change of
representative shall be treated as any other notice."
"Any notice, modification, or communication to Weld County regarding fiscal or contract
related issues must be sent to the Weld County Department of Public Health Director of
Administrative Services. Such communication may also be sent to the Program
Coordinators. However, in order to prevent delays and mistakes, all fiscal and contract
related issues must be routed through the Weld County Department of Public Health
Director of Administrative Services."
10. Notwithstanding, paragraph 23(1) of the Contract, General Provisions, page 11, the
parties hereby agree to delete this section as stated and the following substituted in its
place:
To be attached to CDPHE
Master Contract Template
Page 3 of Revised: 11/15/16
"Media or Public Announcements. To the extent feasible, the Contractor and the State shall
work collaboratively on any media or public messaging associated with this Contract, other
than standard public health messages that are issued annually on a recurring
basis. Contractor shall not attribute support or approval by the State in its media or public
announcements without first obtaining approval from the State."
To be attached to CDPHE
Master Contract Template
Page 4 of 4 Revised: 11/15/16
Exhibit 2
DEPARTMENT OF PUBLIC HEALTH AND
ENVIRONMENT
CMS ROUTING NO.
*** *******************
APPROVED TASK ORDER CONTRACT - WAIVER #154
This task order contract is issued pursuant to master contract made on mm/dd/yyyy, with routing number xxxxxxxxxxxxxxxxxxx.
STATE: CONTRACTOR:
State of Colorado for the use & benefit of the
Department of Public Health and Environment
CONTRACT MADE DATE:
CORE ENCUMBRANCE NUMBER:
************
TERM:
This contract shall be effective upon approval by
the State Controller, or designee, or on mm/dd/
whichever is later. The contract shall end on m
PROCUREMENT METHOD:
>select one<
BID/RFP/LIST PRICE AGREEMENT NUMBER:
LAW SPECIFIED VENDOR STATU
STATE
RESENTATIVE:
FY*
CONTRACTOR DUNS:
CONTRACTOR ENTITY TYPE:
itical Subdivision
G STATEMENT RECEIVED:
>se , e<
ATUTOR' ORITY:
CLASSIFICATION: >select one<
ONTRACT PRICE NOT TO EXCEED:
FEDERAL FUNDING DOLLARS:
STATE FUNDING DOLLARS:
OTHER FUNDING DOLLARS:
Specify "Other":
M: UM AMOUNT AVAILABLE PER FISCAL YEAR:
PRICE S ' , RE:
>select one<
CONTRACTOR REPRESENTATIVE:
PROJECT DESCRIPTION:
>Insert a brief summary of the statutory or regulatory requirements of the program and its intended outcome<
ExhibitTwo_Task OrderCT Sample_1 11516.docx
Page 1 of 6
Exhibit 2
EXHIBITS:
The following exhibits are hereby incorporated:
Exhibit A -
Exhibit B -
Exhibit C -
Additional Provisions (and any of its Attachments; e.g., A-1, A-2, etc.)
Statement of Work (and any of its Attachments; e.g., B -1, B-2, etc.)
Budget (and any of its Attachments; e.g., C-1, C-2, etc.)
The following clauses apply to this Task Ord
made more specific in some instances in exhi
this Task Order Contract provide more specific
control.
1. This Task Order Contract
including, but not limited to,
renewals or extensions, may no
performed ac • • to the standa
eneral clauses may have been expanded upon or
ntract. To the extent that other provisions of
clauses, the more specific provisionshall
to puant to the terms and conditions of the Master Contract
reto. The total term of this Task Order Contract, including any
5) years. The parties intend and agree that all work shall be
s and conditions set forth in the Master Contract.
2. In accordance sec 3 2(1), C.R.S., as ame
ha' seen approv b e Sta . ontroller, or an auth
ed to, and f all not; c e mmence performan
Contract has been a proved by the State Controll
to th- •r wh .ever for any work or services oil
is Task Order Contract is not valid until it
ee thereof. The Contractor is not
k Order Contract until this Task Order
hall have no financial obligation
nses, incurred by the Contractor
iv s ate of this Task Order Contract. If th e Co ler approves this Task Order
Contract on or fore its proposed effective date, then the Co all commence performance under
this T,sk Ord ontract on the proposed effective date. If the S Controller approves this TaskOrder
Contraits proposed effective date, then the Contractor s 11 only commence performance under this
Task Ord- Contract on that later date. The initial term of this Task Order Contract shall continue through
and including the date specified on page one of this Task Order Contract, unless sooner terminated by the
parties pursuant to the terms and conditions of this Task Order Contract and/or the Master Contract.
Contractor's commencement of performance under this Task Order Contract shall be deemed acceptance of
the terms and conditions of this Task Order Contract.
3. The Master Contract and its exhibits and/or attachments are incorporated herein by this reference and made
a part hereof as if fully set forth herein. Unless otherwise stated, all exhibits and/or attachments to this Task
Order Contract are incorporated herein and made a part of this Task Order Contract. Unless otherwise stated,
the terms of this Task Order Contract shall control over any conflicting terms in any of its exhibits. In the event
of conflicts or inconsistencies between the Master Contract and this Task Order Contract (including its exhibits
ExhibitTwo_Task OrderCT Sample_1 11516.docx
Page 2 of 6
Exhibit 2
and/or attachments), or between this Task Order Contract and its exhibits and/or attachments, such conflicts or
inconsistencies shall be resolved by reference to the documents in the following order of priority: 1) the
Special Provisions of the Master Contract; 2) the Master Contract (other than the Special Provisions) and its
exhibits and attachments in the order specified in the Master Contract; 3) this Task Order Contract; 4) the
Additional Provisions - Exhibit A, and its attachments if included, to this Task Order Contract; 5) the
Scope/Statement of Work - Exhibit B, and its attachments if included, to this Task Order Contract; 6) other
exhibits/attachments to this Task Order Contract in their order ofappearance.
4. The Contractor, in accordance with the terms and conditions of the Master Contract and this TaskOrder
Contract, shall perform and complete, in a timely and satisfactory manner, all work items described in the
Statement of Work and Budget, which are incorporated herein by this reference, made a part hereof and
attached hereto as "Exhibit B" and "Exhibit C".
5. The State, with the concurrence of the Contractor, may, among other things, prospectively renew or extend
the term of this Task Order Contract, subject to the limitations set forth in the Master Contract, increase or
decrease the amount payable under this Task Order Contract, or add to, delete from, and/or modify this
Task Order Contract's Statement of Work through a contract amendment. To be effective, the amendment
must be signed by the State and the Contractor, and be ap . oved by the State Controller or an authorized
delegate thereof. This contract is subject to such modif Sons as may be required by changes in Federal or
State law, or their implementing regulations. Any su ed modificati• ' shall automatically be
incorporated into and be part of this Task Order Co i ract o ffective da • f such change as if fully set
forth herein.
6. The conditions, provisions, and terms
standards of performance that the Co
Proposal, if attached hereto, or any
Exhibit B, establishes or creates stan
Contractor shall also meet those stan
7. STATEWIDE CONT T MANA
Date is on or after Ju
higher]
By entering
provisions of
the monitoring
in . statewide c
this Task Order
102-205, §2
of d hereto, t .plicable, establish the minimum
under this ask Order Contract. If the Contractor's
'bits thereto, or the Scope/Statement of Work-
ater than those set forth in the RFP, then the
nder this Task Order Contract.
EM [This section shall apply when the Effective
ount payable to Contractor hereunder is $100, 000or
tract, Contractor agrees to be governed, and to abide, by the
-206, §24-103-601, §24-103.5-101 and §24-105-102 concerning
on state contracts a . . clusion of contract performance information
t system.
or's perfo ance shall be evaluated in a
law, ding CRS §24-103.5-101, an
ntr or's performance shall be part of th
actor's p •rmance will be systematically recorded in
Areas of revie hall include, but shall not be limited to quality,
infor evant to the performance of Contractor's obligaf
determin. ' by the specific requirements of such obligations and shall include factors tailored to match the
requirements of the Statement of Project of this Task Order Contract. Such performance information shall
be entered into the statewide Contract Management System at intervals established in the Statement of
Project and a final review and rating shall be rendered within 30 days of the end of the Task Order Contract
term. Contractor shall be notified following each performance and shall address or correct any identified
problem in a timely manner and maintain work progress.
er and conditions of this Task Order
Policies and Guidance.
ct administration process and
ide Contract ManagementSystem.
t and timeliness. Collection of
s under this Task Order Contract shall be
Should the final performance evaluation determine that Contractor demonstrated a gross failure to meet the
performance measures established under the Statement of Project, the Executive Director of the Colorado
Department of Personnel and Administration (Executive Director), upon request by the Colorado
Department of Public Health and Environment and showing of good cause, may debar Contractor and
ExhibitTwo_Task OrderCT Sample_I 11516.docx
Page 3 of 6
Exhibit 2
prohibit Contractor from bidding on future contracts. Contractor may contest the final evaluation and result
by: (i) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS
§24-105-102(6)), or (ii) under CRS §24-105-102(6), exercising the debarment protest and appeal rights
provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal of the debarment and
reinstatement of Contractor, by the Executive Director, upon showing of good cause.
8. If this Contract involves federal funds or compliance is otherwise federally mandated, the Contractor and
its agent(s) shall at all times during the term of this contract strictly adhere to all applicable federal laws,
state laws, Executive Orders and implementing regulations as they currently exist and may hereafter be
amended. Without limitation, these federal laws and regulations include the Federal Funding
Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6062 of Public Law
110-252, including without limitation all data reporting requirements required there under. This Act is also
referred to as FFATA.
ExhibitTwo_Task OrderCT_SampleI 1 15 16.docx
Page 4 of 6
Exhibit 2
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
* Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's
behalf and acknowledge that the State is relying on their representations to that effect.
CONTRACTOR:
Legal Name of Contracting Entity
ALL
Print Name of Authorized Officer
Signature of Authorized Officer
Date
Print Title of Authorized Officer
TS
CRS §24-30-202
signed and ated below
such time ntractor
for suc
STATE OF COLORADO:
JOHN W. HICKENLOOPER, GOVERNOR
By:
For Executive Director
Department of Public Health and Environment
By:
Department Program Approval:
VED BY T , STA E 1 NTR 1 LLER
roller to approve all e Contracts. This Contract is not valid until
ler or delegate. Co ctor is not authorized to begin performance until
perfor ' ng prior thereto, th ate of C rado is not obligated to pay Contractor
rformance or for any goo sery ovWed hereunder.
Date
ExhibitTwo Task OrderCT Sample_I 1 1516.docx
STATE CONT
Robert Jaros, CPA,
Page 5 of 6
Exhibit 2
This page left intentionally blank.
#<>
ExhibitTwo_Task OrderCT Sample_l 115I6.docx
Page 6 of 6
Hello