HomeMy WebLinkAbout20152166.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR SERVICES AND AUTHORIZE CHAIR TO SIGN -
EXPRESS SERVICES, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for Services between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Human Services, and Express Services, Inc.,
commencing June 12, 2015, and ending June 11, 2016, with further renewal terms and conditions
being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement for Services between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Human Services, and Express Services, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 20th day of July, A.D., 2015, nunc pro tunc June 12, 2015.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, CO ORADO
,�` Cam /4
ATTEST: C1.� WJ &•( � ` 2—
arbara Kirkmeyer, Chair
Weld County Clerk to the Board ^�
"Leg,
/n� � Mike Freeman, Pro-Tern
BY: (10Uzu (�
�uty Clerk to the oard ..
L Sean P. Conway
APP $ V . DAS i' : ' �,; � 1 ;
'Ui I� , sI lie . Cozad
�•unt1ttorney
g/rl teve Moreno
Date of signature:
2015-2166
OC• 1-i k rn, 2/j4 HR0086
eOvi- ,Ad-Z,D 114
MEMORANDUM
DATE: June 26, 2015
864
TO: Board of County Commissioners—Pass-Around
r -
FR: Judy A.Griego, Director, Human Services
r_C OU T it RE: Weld County Department of Human Services' Agreement for
Services between Weld County and Express Services, Inc.
Please review and indicate if you would like a work session prior to placing this item on the
Board's agenda.
Request Board Approval for the Departments'Agreement for Services between Weld
County and Express Services,Inc.The Department is requesting to contract with Express
Services, Inc.to provide temporary,experienced Eligibility Technicians from other counties in
Colorado,to process public assistance applications,redeterminations and changes.The
Assistance Payments Division has just received approximately 5,500 Medicaid cases from the
State of Colorado as a result of the non-renewal of the Maximus contract and,there are over
35,000 unduplicated public assistance cases in Weld County. The use of additional staff on a
temporary basis will support the Division while new workers are hired and trained.This
Agreement will be utilized for up to six months or until the end of the calendar year,whichever
is later. The Department is requesting no more than$20,000 be utilized for this Agreement.
I do not recommend a Work Session. I recommend approval of this Agreement.
Approve Request
k 'o
Sean Conway
Steve Moreno
Barbara Kirkmeyer
Mike Freeman
Julie Cozad
Pass-Around Memorandum;June 26,2015 Page 1
2015-2166
Atr.4.4
/D //#
WELD COUNTY AGREE NT FOR SERVICES,
BETWEEN WELD COUNTY& 21iA� Se,EVif. 5
PROJECT NAME
THIS AGREEMENT is made and entered into this la day of3UYL , 201_, by and between the County
of Weld,a body corporate and politic of the State of Colorado,by and through its Board of County Commissioners,whose
address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Express Services, Inc., a
Colorado corporation, doing business as Express Employment Professionals with a local notice address of 2711 W. 10th
Street, Greeley, CO 80634 and a billing address of PO Box 203901, Dallas, TX 75320, hereinafter referred to as
"Contractor".
WHEREAS,County requires an independent contractor to perform the services required by County and set forth
in Exhibit A,the Price Agreement with the State of Colorado;and
WHEREAS, County is a covered under the State Pricing Agreement as an Ordering Entity and Political
Subdivision of the State; and
WHEREAS, Contractor is willing to perform and has the specific ability to perform the required Services at or
below the cost set forth in the State Pricing Agreement,attached hereto as exhibit A and incorporated herein;and
WHEREAS,Contractor is authorized to do business in the State of Colorado and has the time, skill,expertise,
and experience necessary to provide the equipment,materials and services as set forth below;
NOW,THEREFORE,in consideration of the mutual promises and covenants contained herein,the parties
hereto agree as follows:
1. Introduction. The terms of this Agreement are contained in the terms recited in this document.
2. Service or Work. Contractor agrees to procure the personnel necessary to perform and complete the work requested.
Contractor will: (a) Recruit, screen, interview, and assign its employees ("Associates") to perform the type of work
described on Exhibit A; (b)Pay Associates' wages and provide them with the benefits that Contractor offers to them; (c)
Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers' compensation benefits and
handle unemployment and workers' compensation claims involving Associates. County is responsible to (i) properly
supervise Contractor's Associates performing the work and be responsible for County's business operations, products,
services, and intellectual property; and (ii) properly supervise,control, and safeguard its premises, processes, or systems.
County shall ensure that Contractor's Associates' job duties do not permit access to valuable property of any type or
nature, including, but not limited to cash, securities, credit card numbers, charges, or account numbers. County shall
ensure that none of Contractor's Associates are permitted to drive any vehicles or motorized equipment including
forklifts. The term "vehicle" as used in this section means a motor vehicle,trailer, semi-trailer and any other motorized
mobile equipment(for example: forklift)designed for travel or transportation purposes on public roads, in warehouses,or
any other locations at which such a vehicle would be used.
3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall
continue through and until Contractor's completion of the responsibilities. This contract may be extended annually upon
written agreement of both parties.
4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written
notice.Furthermore,this Agreement may be terminated at any time without notice upon a material breach of the terms of
the Agreement.
S. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both
parties.No additional services or work performed by Contractor shall be the basis for additional compensation unless and
until Contractor has obtained written authorization and acknowledgement by County for such additional services.
6. Compensation/Contract Amount. Upon Contractor's successful completion of the Project,and County's acceptance
of the same, County agrees to pay an amount no greater than $24.37 per hour for a total cost not to exceed$20,000.00.
County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely
responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this
Agreement. Contractor will invoice County weekly for services provided. Payment is due by invoice due date.
7. Independent Contractor. Contractor agrees that it is an independent Contractor and that Contractor's officers,agents
or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the
execution of this Agreement. Contractor shall perform its duties hereunder as an independent Contractor. Contractor, its
employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and
County shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular
reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of
this Project without County's prior written consent,which may be withheld in County's sole discretion.
9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall
become or remain(as applicable),the property of County.
10. Confidentiality. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees
not to sell,assign,distribute, or disclose any such confidential information to any other person or entity without seeking
written permission from the County. Contractor agrees to advise its employees,agents,and consultants,of the
confidential and proprietary nature of this confidential information and of the restrictions imposed by this agreement.
11. Warranty. Contractor warrants that the services performed under this Agreement will be performed in a manner
consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents
and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner,
consistent with industry standards,and that all services will conform to applicable specifications.
12. Acceptance of Services Not a Waiver. In no event shall any action by County hereunder constitute or be construed
to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor.
Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a
waiver of any of the County's rights under this Agreement or under the law generally.
13. Insurance and Indemnification. Contractor shall procure at least the minimum amount of automobile liability
insurance required by the State of Colorado.County provides no automobile liability coverage for Care Provider. Proof of
said automobile liability insurance shall be provided to County prior to the performance of any services under this
Agreement.
14. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers,agents,and employees,
from and against injury,loss damage, liability,suits,actions,or claims of any type or character to the extent caused by
any negligent act,claim or amount arising or recovered under workers'compensation law or to the extent caused by the
failure of the Contractor to conform to any statutes,ordinances,regulation, law or court decree.
15. Non-Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder,
without the prior written approval of County.
16. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver
or otherwise to perform any obligation under this Agreement,where such failure is due to any cause beyond its reasonable
control,including but not limited to Acts of God,fires,strikes,war,flood,earthquakes or Governmental actions.
17. 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.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contractors or
persons to perform services of the same or similar nature.
19. Entire Agreement/Modifications. This Agreement, including the State Pricing Agreement, attached hereto and
incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this
Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a
written instrument signed by both parties.
20. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon
funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by
County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding
year.
21. Employee Financial Interest/Conflict of Interest—C.R.S.§§24-18-201 et seq.and§24-50-507. The signatories to
this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest
whatsoever in the service or property which is the subject matter of this Agreement.
22. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a
court of competent jurisdiction,this Agreement shall be construed and enforced without such provision,to the extent that
this Agreement is then capable of execution within the original intent of the parties.
23. Governmental Immunity, No term or condition of this contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado
Governmental Immunity Act§§24-10-1.01 et seq.,as applicable now or hereafter amended.
24. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions
of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned
parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity other than the
undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only.
25. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been
approved by the Board of County Commissioners of Weld County,Colorado or its designee.
26. Choice of Law/Jurisdiction.Colorado law,and rules and regulations established pursuant thereto,shall be applied in
the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by
reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute
between the parties,Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said
dispute.
27. Public Employment Retirement Program. Contractor is responsible for notifying Weld County of any previous
participation in the Colorado Public Employee Retirement Program. Contractor must notify Weld county of the most
recent employment for a PERA contributing employer.
28. Public Contracts for Services C.R.S. §8-17.5-101. Contractor certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will perform work under this contract. Contractor will confirm
the employment eligibility of all employees who are newly hired for employment in the United States to perform work •
under this Agreement, through participation in the E-Verify program or the State of Colorado program established
pursuant to C.R.S. §8-17.5-102(5)(c). Contractor shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement.
Contractor shall not use E-Verify Program or State of Colorado program procedures to undertake pre-employment
screening or job applicants while this Agreement is being performed. If Contractor obtains actual knowledge that a
subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien
Contractor shall notify the subcontractor and County within three(3)days that Contractor has actual knowledge that a
subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does
not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contractor shall not
terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has
not knowingly employed or contracted with an illegal alien. Contractor shall comply with reasonable requests made in the
course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and
Employment.If Contractor participates in the State of Colorado program,Contractor shall,within twenty days after hiring
an new employee to perform work under the contract, affirm that Contractor has examined the legal work status of such
employee, retained file copies of the documents, and not altered or falsified the identification documents for such
employees. Contractor shall deliver to County,a written notarized affirmation that it has examined the legal work status
of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contractor
fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this
Agreement for breach,and if so terminated,Contractor shall be liable for actual and consequential damages.
Except where exempted by federal law and except as provided in C.R.S. §24-76.5-103(3), if Contractor receives federal
or state funds under the contract,Contractor must confirm that any individual natural person eighteen(18)years of age or
older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public
benefits provided under the contract. If Contractor operates as a sole proprietor,it hereby swears or affirms under penalty
of perjury that it (a)is a citizen of the United States or is otherwise lawfully present in the United States pursuant to
federal law,(b)shall produce one of the forms of identification required by C.R.S. §24-76.5-101,et seq.,and(c)shall
produce one of the forms of identification required by C.R.S. §24-76.5-103 prior to the effective date of the contract.
29. Acknowledgment. County and Contractor acknowledge that each has read this Agreement,understands it and agrees
to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibit A, is the complete and
exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written,
and any other communications between the parties relating to the subject matter of this Agreement.
SIN WITNESS WHEREOF,the parties hereto have signed this Agreement this I2_ day of
ine_ ,2015.
CONTRACTOR:
Express ervices,Inc.
n
• Date 41 afir
Name:
Title:
WELD COUNTY:
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY,COLORADO
ATTEST: _IA—,
, 4) Cw, ;ok' aft., Kirkmeyer, hair ' Z ®WS
Weld P. nt Clerk to the Bo. d ,��; - /.. `iii .BY: d..�.�a t1' . _ 1
Deputy Cle► tot e r.oard 1\ ''0iiiii ..
4.1rI
01O/,1'- c>2i6 6'
I
AGREEMENT FOR SERVICES WITH EXPRESS SERVICES, INC., CONTRACT ID 114
ATTEST: dC� J ,�p,(1 BOARD OF COUNTY COMMISSIONERS
Weld ,o nt lerk to th- Bo rd WELD COUNTY, CO ORADO
/ �/�-/ i
BY: iI r< �� �i! t( L� i iC i<.L L,
Deputy Cl.' to t e Boa J Barbara Kirkmeyer, Chair
� L 2 4 2015
P VED S T U r1i Ni ..R�: '-:��,412 PPROVED AS TO BSTANCE:
Controller °�"`lffici I or De rtme t Head
,I Electe O, / n'
A' 'ROV AS TO FORM: `"` _"'� N K
�,i c Director of eneral Services
County Attorney
%topicitil n ."
Eligibility Technician—Weld County Human Services
May,13th,2015
JOB TITLE PAY RATE SERVICE RATE
Eligibility Technician $19.11 $24.37
The Client Service Rate includes Express Employment Professional's absorption of the following expenses:
Advertising&Recruiting Skills Testing Weekly Pay for Associates
Employment Verification Weekly Invoicing to Client Worker's Compensation Insurance
Bonding of Employees General Liability Insurance 1-9 Verification
Screening&Reference Checks Payroll Burden Costs Criminal Background Checks
ISO Interview Process 5 Panel Drug Screen Unemployment Insurance
Paid Time Off&Holidays ACA Approved Plans/Indemnification
The nature of our business requires that we pay our employees each week. Express Employment Professionals
bills for services rendered on a pay-per-hour basis. Our invoices are net due upon receipt.
We are confident that you will be satisfied with the quality of our services. We look forward to a long and mutually
satisfying business relationship with you.
Tami &Jason lnskeep-Owner
CMS#42667
STATE OF COLORADO
Department of Personnel& Administration,Division of Finance and Procurement,
State Purchasing Office
Contract
(hereinafter "Price Agreement")
with
Express Services,Inc.,dba Express Employment Professionals
TABLE OF CONTENTS
1.PARTIES 1
2.EFFECTIVE DATE AND NOTICE OF NONLIABILITY 1
3.RECITALS 1
4.DEFINITIONS 2
5.TERM 3
6.STATEMENT OF WORK 4
7.PAYMENTS TO CONTRACTOR 6
8.REPORTING-NOTIFICATION 9
9.CONTRACTOR RECORDS 10
10.CONFIDENTIAL INFORMATION-ORDERING ENTITY RECORDS 10
11.CONFLICTS OF INTEREST 11
12.REPRESENTATIONS AND WARRANTIES 11
13.INSURANCE 12
14.BREACH 13
15.REMEDIES 13
16.NOTICES and REPRESENTATIVES 16
17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE 16
18.GOVERNMENTAL IMMUNITY 16
19.STATEWIDE CONTRACT MANAGEMENT SYSTEM 16
20.GENERAL PROVISIONS 17
21.COLORADO SPECIAL PROVISIONS 20
22.SIGNATURE PAGE 22
EXHIBIT A-RATES ..Separate document.
EXHIBIT B—OPTION LETTER Separate document.
EXHIBIT C—VOLUME DETAIL REPORT Separate document.
EXHIBIT D-State of Colorado Contract Management Information
FINAL Contractor Performance Evaluation Separate document.
1.PARTIES
This Contract(hereinafter called"Price Agreement")is entered into by and between Express Services,Inc.dba
Express Employment Professionals(hereinafter called"Contractor"),and the STATE OF COLORADO acting
by and through the Department of Personnel&Administration,Division of Finance and Procurement, State
Purchasing Office(hereinafter called the"State"or"SPO").Contractor and the State hereby agree to the
following terms and conditions.
2.EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Price Agreement shall not be effective or enforceable until it is approved and signed by the Colorado State
Controller or designee(hereinafter called the"Effective Date").The State shall not be liable to pay or reimburse
Contractor for any performance hereunder including,but not limited to,costs or expenses incurred,or be bound
by any provision hereof prior to the Effective Date.
3.RECITALS
A.Authority,Appropriation,and Approval
Authority to enter into this State Price Agreement exists in R-24-102-202-01. Required approvals,
clearance and coordination have been accomplished from and with appropriate agencies.
Page 1 of 22
B.Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other good and
valuable consideration are sufficient and adequate to support this Price Agreement.
C.Purpose and Scope
Contractor is authorized to provide Temporary Personnel Services under this Price Agreement. This Price
Agreement authorizes the purchase of Temporary Personnel Services,in accordance with the terms of
awards issued as a result of Solicitation#IFB-CW-00001-12,by eligible entities within the State of
Colorado.
The State Purchasing Office is issuing this Price Agreement for rates for Temporary Personnel Services
between the Contractor and the State of Colorado,on behalf of State agencies,institutions of higher
education,political subdivisions,non-profits and other entities(including cooperatives),pursuant to the
terms of this Price Agreement.
Except with respect to orders placed by it under this agreement,the Department of Personnel&
Administration shall not be liable to Contractor as a signatory to this Price Agreement for any breach by an
Ordering Entity of any payment or other obligation herein or under a purchase order or contract that orders
services from this Price Agreement.
D.Participation
Use of this Price Agreement by State Agencies,institutions of higher education,political subdivisions,and
non-profits and other entities(including cooperatives)authorized by Colorado statutes to use state contracts
are subject to the approval of the State Purchasing Office. Issues of interpretation and eligibility for
participation are solely within the authority of the State Purchasing Office.
E.References
All references in this Price Agreement to sections(whether spelled out or using the§symbol),subsections,
exhibits or other attachments,are references to sections,subsections,exhibits or other attachments
contained herein or incorporated as a part hereof,unless otherwise noted.
4.DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A.Contract
"Contract","Price Agreement",or"State Price Agreement"means this Contract,its terms and conditions,
attached exhibits,documents incorporated by reference under the terms of this Contract,and any future
modifying agreements,exhibits,attachments or references incorporated herein pursuant to Colorado State
law,Fiscal Rules,and State Controller Policies. The State Purchasing Office administers Price Agreements
on behalf of State Agencies and other Ordering Entities.
B.Evaluation
"Evaluation"means the process of examining Contractor's Work and rating it based on criteria established
in§6 and Exhibit D.
C.Exhibits
The following are attached hereto and incorporated by reference herein:Exhibit A(Rates),Exhibit B
(Option Letter),Exhibit C(Volume detail report),and Exhibit D(State of Colorado Contract Management
Information FINAL Contractor Performance Evaluation).
D.Institution of Higher Education
"Institution of Higher Education"means a Colorado university or college which is supported by the State.
E.MBE/WBE/SBE/DBE/VBE
"MBE/WBE/SBE/DBE/VBE"means minority-owned,woman-owned,small,disadvantaged,and veteran-
owned business enterprises.
F.Non-Profit
"Non-Profit"means entities that have 501(c)(3)status under the Internal Revenue Code are recognized as
"in good standing"with the Colorado Secretary of State office,and receive funding from federal,state,or
local governmental sources to have access and make purchases from State Price Agreement vendors. Non-
Page 2 of 22
Profits are approved by the State Purchasing Office to make purchases from State Price Agreement
vendors.
G. Order
"Order"means any purchase order,contract,or other authorized agreement used to order the services or
products priced in this Price Agreement. An order amended consistent with the requirements of any State
agency,department,institution of higher education,political subdivision,or non-profit shall also be
governed by the same terms and conditions.
11.Ordering Entity
"Ordering Entity" means the State agency, department, institution of higher education, political
subdivision,non-profits and other entities(including cooperatives)that place(s)an order.
I.Party or Parties
"Party"means the State or Contractor,and"Parties"means both the State and Contractor.
J.Political Subdivision
"Political Subdivision"means any Colorado governmental entity such as cities,towns,counties,libraries,
etc.
K.Review
"Review"means examining Contractor's Work to ensure that it is adequate,accurate,correct and in
accordance with the criteria established in§6 and Exhibit D.
L.Services
"Services"means the required services to be performed by Contractor pursuant to this Price Agreement.
M.State agency
"State agency"means any department, agency,or institution of higher education of the State of Colorado,
not including political subdivisions of the State of Colorado.
N. State Purchasing Office
"State Purchasing Office"or"SPO"means the State of Colorado State Purchasing Office,Colorado
Department of Personnel&Administration,Division of Finance and Procurement.
O.Subcontractor
"Subcontractor"means third-parties,if any,engaged by Contractor to aid in performance of its obligations.
P.Temporary Leased Worker
"Temporary Leased Worker"means Contractor's employee provided to requesting Ordering Entities to
supplement existing State staff.
Q.Unless otherwise agreed or unless otherwise specified
"Unless otherwise agreed"or"unless otherwise specified"means those terms specified in an Order.
R.Work
"Work"means the tasks and activities Contractor is required to perform to fulfill its obligations under this
Contract and Exhibit A(Rates),including the performance of the Services.
S.Work Product
"Work Product"means the tangible or intangible results of Contractor's Work,including,but not limited
to,software,research,reports,studies,data,photographs,negatives or other finished or unfinished
documents,drawings,models,surveys,maps,materials,or work product of any type,including drafts.
5.TERM
A.Initial Term-Work Commencement
The Parties'respective performances under this Contract shall commence on the later of either the
Effective Date or April 16,2012.This Contract shall terminate on April 30,2014 unless sooner terminated
or further extended as specified elsewhere herein.
B.Two Month Extension
The State,at its sole discretion upon written notice to Contractor as provided in§16,may unilaterally
extend the term of this Contract for a period not to exceed two months if the Parties are negotiating a
replacement Contract(and not merely seeking a term extension)at or near the end of any initial term or
renewal term.The provisions of this Contract in effect when such notice is given,including,but not limited
to prices,rates,and delivery requirements,shall remain in effect during the two-month extension.The two
Page 3 of 22
month extension shall immediately terminate when and if a replacement Contract is approved and signed
by the Colorado State Controller.
C. State's Option to Extend
The State may require continued performance for a period of four(4)two-year renewals at the same rates
and same terms specified in the Contract.If the State exercises its option(s),it shall provide written notice
to Contractor at least 30 days prior to the end of the current contract term in form substantially equivalent
to Exhibit B(Option Letter).If exercised,the provisions of the Option Letter shall become part of and be
incorporated into this Contract.The total duration of this Contract,including the exercise of any options
under this clause,shall not exceed 10 years,unless authorized in writing by the State Purchasing Director.
6.STATEMENT OF WORK
A.Completion
Contractor shall complete the Work and its other obligations as described herein and in accordance with
any Order issued by an Ordering Entity. The State shall not be liable to compensate Contractor for any
Work performed prior to the Effective Date or after the termination of this Price Agreement.
B.Employees
All persons employed by Contractor or Subcontractors to perform Work under this Price Agreement shall
be Contractor's or Subcontractors' employee(s)for all purposes hereunder and shall not be employees of
the State for any purpose as a result of this.Price Agreement.
C.Orders
i.Orders will be placed with Contractor for Temporary Personnel Services by Ordering Entities on an"as-
needed"basis. Each Ordering Entity will identify and utilize its own appropriate purchasing procedure and
documentation. Contractor is expected to become familiar with the Ordering Entity's rules,policies,and
procedures,as identified by the Ordering Entity,regarding Temporary Personnel Services.
ii.Contractor shall not begin work without a valid Purchase Order number. State Agencies shall ensure
that no work begins before a valid Purchase Order is issued.
iii.Orders may be placed consistent with the terms of this contract during the period specified in§5.
All Orders for services pursuant to this Price Agreement,at a minimum,shall include:
a.The services being delivered;
b.The place and requested time of delivery;
c.A billing address;
d.The name,phone number,and address of the Ordering Entity representative;
e.The price per hour and the ceiling amount of the Order for Services being ordered;
f.The State of Colorado Price Agreement Number: 96478YYY02P.
This Contract is subject to a fiscal rule waiver to allow State agencies to use a purchase order in lieu of a
contract to purchase Services over$100,000.All State agencies must obtain prior written approval from the
Office of Attorney General before contracting for paralegals and/or legal assistants to perform legal work
requiring the supervision of a licensed attorney.
All communications concerning administration of Orders placed shall be furnished solely to the purchasing
agent within the Ordering Entity's purchasing office,or to such other individual identified in writing in the
Order.
iv.Orders must be placed pursuant to this Price Agreement prior to the termination date thereof,but may
have a delivery date or performance period up to 120 days past the then-current termination date of this
Price Agreement. Contractor is reminded that financial obligations of State Agencies payable after the
current applicable fiscal year are contingent upon agency funds for that purpose being appropriated,
budgeted,and otherwise made available.
v.Notwithstanding the expiration or termination of this Price Agreement,Contractor agrees to perform in
accordance with the terms of any Orders then outstanding at such expiration or termination.Contractor
shall not honor any Orders placed after the expiration or termination of this Price Agreement,or otherwise
inconsistent with its terms.Orders from any indefinite quantity,task orders,or other form of indefinite
delivery order arrangement priced against this Price Agreement may not be placed after the expiration or
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termination of this Price Agreement,notwithstanding the term of any such indefinite delivery order
agreement.
D.Placements of Temporary Leased Workers
i.Turnaround Time. Agency requests for placements of temporary leased workers shall be filled within a
minimum of 4 business hours,unless otherwise determined by the Ordering Entity.
ii. Dress Codes. Dress for all temporary leased workers placed under this Price Agreement is"business
casual", defined as no shorts, halter tops or other revealing attire, athletic attire, or sweat pants, unless
otherwise specified by the Ordering Entity. Specific dress codes may be identified by the Ordering Entity.
iii.Absences,Dismissals,and Lack of Qualifications.Contractor shall provide a properly qualified
substitute temporary leased worker within two(2)business hours for any contracted worker who has
reported absent at the beginning of the shift.
a.If a temporary leased worker works less than four(4)hours and voluntarily leaves or is
dismissed by the Ordering Entity because of unsatisfactory performance,the State shall not be
obligated to pay for such time worked.
b.If a Ordering Entity determines that the temporary leased worker does not meet the
qualifications of the Position Description placed,the State reserves the right to reimburse the
current Federal minimum wage to the vendor for the time that the temporary leased worker has
been on the job,or to refuse payment altogether,depending on the circumstances and in the best
interest of the State.
iv.Inability to fill positions. If an Ordering Entity notifies the State Purchasing Office that Contractor
cannot fill a request for a contracted Position Description three consecutive times,the Price Agreement
may be cancelled,subject to proper notice for breach under§14. The following reasons are not acceptable
justifications for Contactor to be unable to fill a request,or for Contractor changing the requested Position
Description to a higher paid Position Description.
a.The temporary leased worker is required to pay for parking at the job site.
b. Suggesting a higher skilled worker.
c.Inability to locate a worker at the awarded rates.
v.Background Screening Services. Prior to being placed with the Ordering Entity,all temporary leased
workers shall undergo a basic criminal background screening provided at no additional cost by
Contractor. The basic background screening shall cover all state residences of the temporary leased worker
for the preceding five(5)years.
a. If an Ordering Entity provides criminal background check criteria,only temporary leased
workers who meet such criteria shall be provided under this Price Agreement.
b. If no criteria are provided,then the successful offeror must notify the Ordering Entity of any
confirmed felony convictions associated with the temporary employee prior to providing
temporary leased workers to the Ordering Entity.
c. Ordering Entities have the option of obtaining further background screening services
provided by the Colorado Bureau of Investigations www.cbi.gov or services provided under
other Statewide Price Agreements.
d. All temporary leased workers placed at the Department of Revenue are required to pass a
background check and are also subject to a State tax background check to ensure they have paid
their State of Colorado taxes.
vi. Timekeeping. No modifications may be made to approved Contractor timesheets and approved
Contractor timekeeping process without advance written approval by the State's principal representative
identified in§16 or named successor.
E.Performance
i. Subcontracting will be allowed. The Price Agreement contractor is the Prime Contractor and shall be
fully accountable to the State for assuring that its Subcontractors comply with the terms of this Price
Agreement between the State and the Prime Contractor.
ii. The State of Colorado will assume no liability should a temporary leased worker seek or be granted
permanent employment in the State Personnel system. No fees will be considered or paid.
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iii.The use of any resulting Price Agreement shall be consistent with Department of Personnel Rules,
including:
10-3(E). A department shall not use a succession of alternating temporary employment and personal
services contracts in order to avoid either the timely creation or filling permanent positions. This does
not preclude a person from working under contract for longer than six months if otherwise authorized
by law. Persons that have worked as a state temporary may be retained subsequently as a contract
worker in a different department.
10-4(F).A personal services contract shall not create an employment relationship.
iv. The State of Colorado, the State Purchasing Office is a Colorado PERA affiliated employer. Pursuant
to Colorado SB06-235 and C.R.S. 24-51-1101(2),the Contractor shall notify the SPO's Accounting Office
at 303-866-3348 within fifteen (15) calendar days from the date of any purchase order if the services
provided are being performed or are planned to be performed by a PERA retiree.
v. Contractor shall become familiar with individual Ordering Entity rules and regulations, as identified by
the Ordering Entity, regarding Personnel, Procurement, and Fiscal Rules, as well as comply with any
Executive Orders or other decisions regarding the State of Colorado and use of Temporary Personnel
Services.
vi. Ordering Entities have the authority and discretion to resolve agency performance issues with
Contractor. Contractor is required to first meet with the Ordering Entity to resolve issues. If resolution
cannot be reached,then the State Purchasing Office should be notified to assist in reaching resolution to the
satisfaction of all parties involved. Failure to maintain satisfactory performance after notice will be
sufficient cause for notice of breach to Contractor.
vii. Contractor is required to provide a local or toll-free number and email address for statewide use.
Contractor shall notify the State's principal representative identified in §16 or named successor of any
change to contractor's name,address or Primary Point of Contact.
viii. All Contractor marketing notices and literature for distribution to Ordering Entities must be submitted
to SPO for advance approval. Maintenance of mailing lists and the production and distribution of pre-
approved marketing notices and literature is the responsibility of the contractor at its expense.
ix. Contractor shall maintain registration on Colorado BIDS or the State's current bidding system
throughout the term of this Price Agreement.
x. Health Insurance Portability and Accountability Act of 1996(HIPAA)Public Law 104-191 governs the
exchange of certain health data and the privacy and security of certain health information. Any work
performed must be in compliance with the Health Insurance Portability and Accountability Act of 1996.
HIPAA Standards/Final Rules are posted on the Department of Health and Human Services (DHHS)
website:httn://www.os.dhhs.gov/ocr/hipaa/
7.PAYMENTS TO CONTRACTOR
The State shall,in accordance with the provisions of this§7,pay Contractor in the amounts and using the
methods set forth below:
A.Maximum Amount
Ordering Entities shall place Orders with the Contractor with a purchase order. The maximum amount
payable under the contract shall be determined by the amount of these purchase orders. No funds will be
encumbered by DPA against this Price Agreement.
B.Payment
All Ordering Entities issuing valid Orders will be bound by the terms and conditions of the Contract,
including,without limitation,the obligation to pay Contractor for Services.
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i. Rates.
The Ordering Entity shall pay Contractor at the hourly rates(not-to-exceed the ceiling amount)for
services ordered on an hourly basis,as set forth in Exhibit A Rates.Unless otherwise specified in the
order,payments will be made based on the monthly submission of statements to the Ordering Entity
detailing the dates,quantity,and description of services performed and Position Descriptions placed,
bill rate,and Purchase Order number. Incorrect payments to Contractor due to omission,error,fraud,
or defalcation may be recovered from the Contractor by deduction from subsequent payments under
orders or other contracts between the Ordering Entity and the contractor. The State Purchasing Office
reserves the right to post on the State Price Agreement website www.gssa.state.co.us Exhibit A Rates
for use by Ordering Entities.
Overtime is any time worked by a temporary leased worker that is more than 40 hours per week and
shall be paid at time and a half. Overtime must be approved in writing in advance by the Ordering
Entity and is permitted in extenuating circumstances on a case by case basis.
Temporary leased workers are not eligible for holiday pay,unless the Ordering Entity purchase order
specifically authorizes such pay.
Contractor shall have an accounting and billing system and the ability to provide Ordering Entities
with employee identifier numbers on invoices, if requested, along with a toll free or local phone
number for agency inquiries on billing problems.
The terms and conditions on any invoices, Contractor time sheets, or other forms, including but not
limited to indemnification, limitation of liability, or cancellation fees, shall be void and of no effect
against the State of Colorado or any of its employees. The Contractor's and State's rights and
obligations shall be solely governed by the terms and conditions of this Price Agreement. Any
employee's signature on Contractor's forms shall be effective only to establish receipt 9f services.
ii.Rate Changes
Pricing must remain firm for the first 12 months of the contract. Any price increase requested shall be
made in writing to the State Purchasing Office 30 days prior to the anticipated increase and shall be
substantiated by verifiable Contractor cost increases. Such requests shall contain complete
documentation and cost justification for the requested increase. If such increase is accepted by the
State Purchasing Office,the State Purchasing Office shall modify the electronic version of the
Contractor's rate sheet published on the Colorado State Purchasing Office's Price Agreement webpage
and such rate changes shall be effective upon such publication.
If price increases exceed what the State Purchasing Office considers to be normal or expected,the
State reserves the right to seek additional competition and/or purchase from other sources.
Failure to notify the State Purchasing Office of price increases shall result in Contractor providing
services at the original bid price and the Price Agreement may be cancelled,subject to proper notice
for breach under§14.
iii.Renewal of Agreement.
In the event of renewal of this Price Agreement,or any amendment of its terms(including prices),
unless otherwise specified in the order,the Contractor shall perform services in accordance with the
terms of the Price Agreement current at the time of the order,and invoice at the rates in the Price
Agreement in effect at the time services are performed under the order. If the parties have agreed to
completion of a deliverable within an agreed not-to-exceed ceiling amount,unless otherwise agreed
the contractor shall be paid at the rates in the Price Agreement in effect at the time the order was
placed.
iv.Discounts.
Any applicable cash discount period or delinquency period will start from the date of receipt of an
acceptable invoice,or from the date of receipt of acceptable Services at the specified destination by an
authorized representative of the Ordering Entity,whichever is later.
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v.Discount/Delinquency Period.
Any applicable cash discount period or delinquency period will start from the date of receipt of an
acceptable invoice,or from the date of receipt of acceptable services at the specified destination by an
authorized agency representative,whichever is later.
vi.Interest.
Payments shall be submitted to Contractor at the address shown on the invoice,as long as Contractor
has exercised due diligence in notifying the State Purchasing Office of any changes to that address.
State law and regulations provide that vendors will be paid by State agencies within forty-five days
after receipt of products or services and a correct notice of amount due,unless otherwise agreed to by
special conditions specified in the order. A State liability not paid within forty-five days is considered
delinquent and,unless otherwise agreed to,interest on the unpaid balance shall be paid beginning with
the forty-sixth day at the rate of one percent per month on the unpaid balance until paid in full. A
liability shall not arise if a good faith dispute exists as to the agency's obligation to pay all or a portion
of the liability. Vendors shall invoice State Ordering Entities separately for accrued interest on
delinquent amounts due. The billing shall reference the delinquent payment,the number of days
interest to be paid,and the applicable interest date. (Section 24-30-202(24),C.R.S.,as amended)
vii.Remittance.
Payments from Ordering Entities will be remitted by mail or via the State"Purchasing Card,"or as
otherwise agreed by Contractor and such Ordering Entity.
viii.Advance,Interim and Final Payments
Any advance payment allowed under any Order issued by a State Agency against this Price
Agreement shall comply with State Fiscal Rules and be made in accordance with the provisions of this
Price Agreement or such Exhibit.Contractor shall initiate any payment requests by submitting
invoices to the State Agency in the form and manner set forth and approved by the State Agency.
Other Ordering Entities may have their own fiscal procedures regarding advance payments.
ix. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the 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.If
federal funds are used to fund work engaged by Ordering Entities under this Price Agreement,in
whole or in part,the State's performance hereunder is contingent upon the continuing availability of
such funds.Payments pursuant to work engaged by Ordering Entities under this Price Agreement shall
be made only from available agency funds encumbered for work engaged by Ordering Entities under
this Price Agreement,and the State's liability for such payments shall be limited to the amount
remaining of such encumbered funds.If State or federal funds are not appropriated,or otherwise
become unavailable to fund any work engaged by Ordering Entities under this Price Agreement,the
State Purchasing Office may terminate this Price Agreement immediately,in whole or in part,without
further liability in accordance with the provisions hereof.
x.Erroneous Payments
At the State's sole discretion,payments made to Contractor in error for any reason,including,but not
limited to overpayments or improper payments,and unexpended or excess funds received by
Contractor,may be recovered from Contractor by deduction from subsequent payments under this
Contract or other contracts,grants or agreements between the State and Contractor or by other
appropriate methods and collected as a debt due to the State.Such funds shall not be paid to any
person or entity other than the State.
xi.Tax Exempt Status
State agencies generally are tax-exempt and are not liable for any sales,use,excise,property,or other
taxes imposed by any federal,state or local government tax authority.The State's FEIN#is 84-
730123K.The State's tax exemption number is 98-02565.The State is also not liable for any taxes of
Page 8 of 22
Contractor for franchise or related to the income of the Contractor. No taxes of any kind shall be
charged to the State.
Contractor is hereby notified that when services are purchased for the benefit of State Agencies,some
Political Subdivisions require Contractor to pay sales or use taxes even though the ultimate product or
service is provided to the State or a State Agency.These sales or use taxes will not be reimbursed by
the State Agency,nor will any prices or rates in this Price Agreement be adjusted on account of such
taxes.Contractor will accord the same tax free treatment to Political Subdivisions to the extent that
they establish like exemption from taxes.
8.REPORTING-NOTIFICATION
Reports,Evaluations,and Reviews required under this§8 shall be in accordance with the procedures of and in
such form as prescribed by the State and in accordance with§19,if applicable.
A.Performance,Progress,Personnel,and Funds
Contractor shall submit a report to the Ordering Entity upon expiration or sooner termination of this
Contract,containing an Evaluation and Review of Contractor's performance and the final status of
Contractor's obligations hereunder.In addition,Contractor shall comply with all reporting requirements,if
any,set forth in Exhibit D.
B. Volume Reports
Contractor shall furnish sales reports to the State's principal representative identified in§16 or named
successor 15 days after the end of each calendar quarter.The quarter periods are January 1 to March 31,
April 1 to June 30,July 1 to September 30,and October 1 to December 31 of any given year. Contractor
shall provide a report to the State's principal representative identified in§16 or named successor detailing
the total sales to all Ordering Entities in conjunction with this Price Agreement. Specifically,the reports
shall include:
a.The total dollars spent by State Agencies;
b.The total estimated dollars saved by State Agencies for that period;
c.The total dollars spent by Institutions of Higher Education;
d.The total estimated dollars saved by Institutions of Higher Education for that period;
e.The total dollars spent by Political Subdivisions and non-profit entities;
f.The total estimated dollars saved by Political Subdivisions and non-profit entities for that period;
g.The dollar value of purchases paid for with the State's Purchasing Card as opposed to traditional
methods of payment;and
h.The total dollars spent by each of these aforementioned entities on Environmentally Preferable
services,including applicable discount savings,as such services are defined in the State's
Environmentally Preferable Purchasing Policy.
i.Contractor shall be required to provide Colorado specific reporting in the form set forth on the website of
the State Purchasing Office:https://www.gssa.state.co.us/PriceAwd.nsf/Forms+Info+pages?OpenView
ii.Any modifications made to the volume report requirements will be a collaborative effort between the
State Purchasing Office and the Contractor.The needs of the State,however,shall be the primary factor
considered in determining reporting requirements.
iii. Contractor also shall be required to provide a comprehensive sales history to the State's principal
representative identified in§16 or named successor in the form set forth as Exhibit C Volume detail report
at the end of each calendar quarter. The Volume detail report shall identify the Ordering Entity name,
Position Descriptions placed, quantity of services sold at the number of hours charged, minimum and
maximum hourly contract rates,actual hourly rate charged,extended dollar amount,and overall total spend
for that period, including all Ordering Entity spend with MBE/WBE/SBE/DBENBE temporary leased
workers or subcontractors. Failure to provide these reports shall constitute cause for cancellation of this
Price Agreement and may disqualify Contractor from the award of future price agreements by the State.
iv.If requested,Contractor also shall provide detailed reports to any Ordering Entity under this Price
Agreement.
Page 9 of 22
C.Litigation Reporting
Within 10 days after being served with any pleading in a legal action filed with a court or administrative
agency,related to this Contract or which may affect Contractor's ability to perform its obligations
hereunder,Contractor shall notify the State Purchasing Office of such action and deliver copies of such
pleadings to the State's principal representative as identified herein.If the State's principal representative is
not then serving,such notice and copies shall be delivered to the Executive Director of Department of
Personnel&Administration.
D.Noncompliance
Contractor's failure to provide reports and notify the State in a timely manner in accordance with this§8
may result in the delay of payment of funds and/or termination as provided under this Contract.
E.Subcontracts
Copies of any and all subcontracts entered into by Contractor to perform its obligations hereunder shall be
submitted to the State or its principal representative upon request by the State.Any and all subcontracts
entered into by Contractor related to its performance hereunder shall comply with all applicable federal and
state laws and shall provide that such subcontracts be governed by the laws of the State of Colorado.
9.CONTRACTOR RECORDS
A.Maintenance
Contractor shall make,keep,maintain,and allow inspection and monitoring by the Ordering Entity of a
complete file of all records,documents,communications,notes and other written materials,electronic
media files,and communications,pertaining in any manner to the Work or the delivery of Services
hereunder.Contractor shall maintain such records until the last to occur of:(i)a period of three years after
the date this Contract expires or is sooner terminated,or(ii)final payment is made hereunder,or(ill)the
resolution of any pending Contract matters,or(iv)if an audit is occurring,or Contractor has received
notice that an audit is pending,until such audit has been completed and its findings have been resolved
(collectively,the"Record Retention Period").
B.Inspection
Contractor shall permit the Ordering Entity,the federal government and any other duly authorized agent of
a governmental agency to audit,inspect,examine,excerpt,copy and/or transcribe Contractor's records
related to this Contract during the Record Retention Period for a period of three years following
termination of this Contract or final payment hereunder,whichever is later,to assure compliance with the
terms hereof or to evaluate performance hereunder.The State reserves the right to inspect the Work at all
reasonable times and places during the term of this Contract,including any extensions or renewals.If the
Work fails to conform to the requirements of this Contract,the State may require Contractor promptly to
bring the Work into conformity with Contract requirements,at Contractor's sole expense.If the Work
cannot be brought into conformance by re-performance or other corrective measures,the State may require
Contractor to take necessary action to ensure that future performance conforms to Contract requirements
and exercise the remedies available under this Contract,at law or in equity,in lieu of or in conjunction with
such corrective measures.
C.Monitoring
Contractor shall permit the Ordering Entity,the federal government,and governmental agencies having
jurisdiction,in their sole discretion,to monitor all activities conducted by Contractor pursuant to the terms
of this Contract using any reasonable procedure,including,but not limited to:internal evaluation
procedures,examination of program data,special analyses,on-site checking,formal audit examinations,or
any other procedures.All monitoring controlled by the State shall be performed in a manner that shall not
unduly interfere with Contractor's performance hereunder.
D.Final Audit Report
If an audit is performed on Contractor's records for any fiscal year covering a portion of the term of this
Contract,Contractor shall submit a copy of the final audit report to the State or its principal representative
at the address specified herein.
10.CONFIDENTIAL INFORMATION-ORDERING ENTITY RECORDS
Contractor shall comply with the provisions of this§10 if it becomes privy to confidential information in
connection with its performance hereunder.Confidential information includes,but is not necessarily limited to,
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any state records,personnel records,and information concerning individuals. Such information shall not include
information required to be disclosed pursuant to the Colorado Open Records Act,CRS§24-72-101,et seq.
A. Confidentiality
Contractor shall keep all Ordering Entity records and information confidential at all times and comply with
all laws and regulations concerning confidentiality of information.Any request or demand by a third party
for Ordering Entity records and information in the possession of Contractor shall be immediately forwarded
to the State's principal representative.
B.Notification
Contractor shall notify its agent,employees,Subcontractors and assigns who may come into contact with
Ordering Entity records and confidential information that each is subject to the confidentiality requirements
set forth herein,and shall provide each with a written explanation of such requirements before permitting
them to access such records and information.
C. Use,Security,and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by
Contractor or its agents in any way,except as authorized by this Price Agreement or approved in writing by
the Ordering Entity.Contractor shall provide and maintain a secure environment that ensures
confidentiality of all State records and other confidential information wherever located.Confidential
information shall not be retained in any files or otherwise by Contractor or its agents,except as permitted in
this Price Agreement or approved in writing by the Ordering Entity.
D.Disclosure-Liability
Disclosure of Ordering Entity records or other confidential information by Contractor for any reason may
be cause for legal action by third parties against Contractor,the State or their respective agents.Contractor
shall indemnify,save,and hold harmless the Ordering Entity,its employees and agents,against any and all
claims,damages,liability and court awards including costs,expenses,and attorney fees and related costs,
incurred as a result of any act or omission by Contractor,or its employees,agents,Subcontractors,or
assignees pursuant to this§10.
11.CONFLICTS OF INTEREST
Contractor shall not engage in any business or personal activities or practices or maintain any relationships
which conflict in any way with the full performance of Contractor's obligations hereunder.Contractor
acknowledges that with respect to this Contract,even the appearance of a conflict of interest is harmful to the
State's interests.Absent the State's prior written approval,Contractor shall refrain from any practices,activities
or relationships that reasonably appear to be in conflict with the full performance of Contractor's obligations to
the State hereunder.If a conflict or appearance exists,or if Contractor is uncertain whether a conflict or the
appearance of a conflict of interest exists,Contractor shall submit to the State a disclosure statement setting
forth the relevant details for the State's consideration.Failure to promptly submit a disclosure statement or to
follow the State's direction in regard to the apparent conflict constitutes a breach of this Contract.
12.REPRESENTATIONS AND WARRANTIES
Contractor makes the following specific representations and warranties,each of which was relied on by the State
in entering into this Contract.
A.Standard and Manner of Performance
Contractor shall perform its obligations hereunder in accordance with the highest standards of care,skill
and diligence in Contractor's industry,trade,or profession and in the sequence and manner set forth in this
Contract.
B.Legal Authority—Contractor Signatory
Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all
actions required by its procedures,and by-laws,and/or applicable laws to exercise that authority,and to
lawfully authorize its undersigned signatory to execute this Contract,or any part thereof,and to bind
Contractor to its terms.If requested by the State,Contractor shall provide the State with proof of
Contractor's authority to enter into this Contract within 15 days of receiving such request.
C.Licenses,Permits,Etc.
Contractor represents and warrants that as of the Effective Date it has,and that at all times during the term
hereof it shall have and maintain,at its sole expense,all licenses,certifications,approvals,insurance,
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permits,and other authorizations required by law to perform its obligations hereunder.Contractor warrants
that it shall maintain all necessary licenses,certifications,approvals,insurance,permits,and other
authorizations required to properly perform this Contract,without reimbursement by the State or other
adjustment in Contract Funds.Additionally,all employees,agents,and Subcontractors of Contractor
performing Services under this Contract shall hold all required licenses or certifications,if any,to perform
their responsibilities.Contractor,if a foreign corporation or other foreign entity transacting business in the
State of Colorado,further warrants that it currently has obtained and shall maintain any applicable
certificate of authority to transact business in the State of Colorado and has designated a registered agent in
Colorado to accept service of process.Any revocation,withdrawal or non-renewal of licenses,
certifications,approvals,insurance,permits or any such similar requirements necessary for Contractor to
properly perform the terms of this Contract is a material breach by Contractor and constitutes grounds for
termination of this Contract.
13.INSURANCE
Contractor and its Subcontractors shall obtain and maintain insurance as specified in this section at all times
during the term of this Contract.All policies evidencing the insurance coverage required hereunder shall be
issued by insurance companies satisfactory to Contractor and the State.
A. Contractor
i.Public Entities
If Contractor is a"public entity"within the meaning of the Colorado Governmental Immunity Act,
CRS §24-10-101,et seq.,as amended(the"GIA"),then Contractor shall maintain at all times during
the term of this Contract such liability insurance,by commercial policy or self-insurance,as is
necessary to meet its liabilities under the GIA.Contractor shall show proof of such insurance
satisfactory to the State,if requested by the State.Contractor shall require each contract with a
Subcontractor that is a public entity,to include the insurance requirements necessary to meet such
Subcontractor's liabilities under the GIA.
ii.Non-Public Entities
If Contractor is not a"public entity"within the meaning of the GIA,Contractor shall obtain and
maintain during the term of this Contract insurance coverage and policies meeting the same
requirements set forth in§13(B)with respect to Subcontractors that are not"public entities".
B.Contractors-Subcontractors
Contractor shall require each contract with Subcontractors other than those that are public entities,
providing Goods or Services in connection with this Contract,to include insurance requirements
substantially similar to the following:
i.Worker's Compensation
Worker's Compensation Insurance as required by State statute,and Employer's Liability Insurance
covering all of Contractor or Subcontractor employees acting within the course and scope of their
employment.
ii.General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or
equivalent,covering premises operations,fire damage,independent contractors,products and
completed operations,blanket contractual liability,personal injury,and advertising liability with
minimum limits as follows:(a)$1,000,000 each occurrence;(b)$1,000,000 general aggregate;(c)
$1,000,000 products and completed operations aggregate;and(d)$50,000 any one fire.
If any aggregate limit is reduced below$1,000,000 because of claims made or paid,Subcontractor
shall immediately obtain additional insurance to restore the full aggregate limit and furnish to
Contractor a certificate or other document satisfactory to Contractor showing compliance with this
provision.
iii.Automobile Liability
Automobile Liability Insurance covering any auto(including owned,hired and non-owned autos)with
a minimum limit of$1,000,000 each accident combined single limit.
iv.Additional Insured
The State shall be named as additional insured on all Commercial General Liability and Automobile
Liability Insurance policies(leases and construction contracts require additional insured coverage for
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completed operations on endorsements CG 2010 11/85,CG 2037,or equivalent)required of
Contractor and any Subcontractors hereunder.
v.Primacy of Coverage
Coverage required of Contractor and Subcontractor shall be primary over any insurance or self-
insurance program carried by Contractor or the State.
vi.Cancellation
The above insurance policies shall include provisions preventing cancellation or non-renewal without
at least 30 days prior notice to Contractor and Contractor shall forward such notice to the State in
accordance with§16(Notices and Representatives)within seven days of Contractor's receipt of such
notice.
vii.Subrogation Waiver
All insurance policies in any way related to this Contract and secured and maintained by Contractor or
its Subcontractors as required herein shall include clauses stating that each carrier shall waive all rights
of recovery,under subrogation or otherwise,against Contractor or the State,its agencies,institutions,
organizations,officers,agents,employees,and volunteers.
C.Certificates
Contractor and all Subcontractors shall provide certificates showing insurance coverage required hereunder
to the State within seven business days of the Effective Date of this Contract.No later than 15 days prior to
the expiration date of any such coverage,Contractor and each Subcontractor shall deliver to the State or
Contractor certificates of insurance evidencing renewals thereof.In addition,upon request by the State at
any other time during the term of this Contract or any subcontract,Contractor and each Subcontractor shall,
within 10 days of such request,supply to the State evidence satisfactory to the State of compliance with the
provisions of this§13.
14.BREACH
A.Defined
In addition to any breaches specified in other sections of this Price Agreement,the failure of either Party to
perform any of its material obligations hereunder,in whole or in part or in a timely or satisfactory manner,
constitutes a breach.The institution of proceedings under any bankruptcy,insolvency,reorganization or
similar law,by or against Contractor,or the appointment of a receiver or similar officer for Contractor or
any of its property,which is not vacated or fully stayed within 20 days after the institution or occurrence
thereof,shall also constitute a breach.
B.Notice and Cure Period
In the event of a breach,notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in§16.If such breach is not cured within 30 days of receipt of written notice,or if a
cure cannot be completed within 30 days,or if cure of the breach has not begun within 30 days and pursued
with due diligence,the State may exercise any of the remedies set forth in§15.Notwithstanding anything
to the contrary herein,the State,in its sole discretion,need not provide advance notice or a cure period and
may immediately terminate this Contract in whole or in part if reasonably necessary to preserve public
safety or to prevent immediate public crisis.
15.REMEDIES
If Contractor is in breach under any provision of this Price Agreement,the State shall have all of the remedies
listed in this§15 in addition to all other remedies set forth in other sections of this Contract following the notice
and cure period set forth in§14(B).The State may exercise any or all of the remedies available to it,in its sole
discretion,concurrently or consecutively.
A.Termination for Cause and/or Breach
The State may terminate this entire Price Agreement or any part of this Price Agreement.Exercise by the
State of this right shall not be a breach of its obligations hereunder.Contractor shall continue performance
of this Price Agreement to the extent not terminated,if any.
i. Obligations and Rights
To the extent specified in any termination notice,Contractor shall not incur further obligations or
render further performance hereunder past the effective date of such notice,and shall terminate
outstanding orders and subcontracts with third parties.However,Contractor shall complete and deliver
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to the State all Work,Services and Goods not cancelled by the termination notice and may incur
obligations as are necessary to do so within this Contract's terms.At the sole discretion of the State,
Contractor shall assign to the State all of Contractor's right,title,and interest under such terminated
orders or subcontracts.Upon termination,Contractor shall take timely,reasonable and necessary
action to protect and preserve property in the possession of Contractor in which the State has an
interest.All materials owned by the State in the possession of Contractor shall be immediately
returned to the State.All Work Product,at the option of the State,shall be delivered by Contractor to
the State and shall become the State's property.
H. Payments
The State shall reimburse Contractor only for accepted performance up to the date of termination.If,
after termination by the State,it is determined that Contractor was not in breach or that Contractor's
action or inaction was excusable,such termination shall be treated as a termination in the public
interest and the rights and obligations of the Parties shall be the same as if this Contract had been
terminated in the public interest,as described herein.
ill.Damages and Withholding
Notwithstanding any other remedial action by the State,Contractor shall remain liable to the State for
any damages sustained by the State by virtue of any breach under this Contract by Contractor and the
State may withhold any payment to Contractor for the purpose of mitigating the State's damages,until
such time as the exact amount of damages due to the State from Contractor is determined.The State
may withhold any amount that may be due Contractor as the State deems necessary to protect the State
against loss,including loss as a result of outstanding liens,claims of former lien holders,or for the
excess costs incurred in procuring similar goods or services.Contractor shall be liable for excess costs
incurred by the State in procuring from third parties replacement Work,Services or substitute Goods
as cover.
B.Early Termination in the Public Interest
The State is entering into this Contract for the purpose of carrying out the public policy of the State of
Colorado,as determined by its Governor,General Assembly,and/or Courts.If this Contract ceases to
further the public policy of the State,the State,in its sole discretion,may terminate this Contract in whole
or in part.Exercise by the State of this right shall not constitute a breach of the State's obligations
hereunder.This subsection shall not apply to a termination of this Contract by the State for cause or breach
by Contractor,which shall be governed by§15(A)or as otherwise specifically provided for herein.
i.Method and Content
The State shall notify Contractor of such termination in accordance with§16.The notice shall specify
the effective date of the termination and whether it affects all or a portion of this Contract.
ii.Obligations and Rights
Upon receipt of a termination notice,Contractor shall be subject to and comply with the same
obligations and rights set forth in§15(A)(i).
Hi.Payments
If this Contract is terminated by the State pursuant to this§15(B),Contractor shall be paid an amount
which bears the same ratio to the total reimbursement under this Contract as Contractor's obligations
that were satisfactorily performed bear to the total obligations set forth in this Contract,less payments
previously made.Additionally,if this Contract is less than 60%completed,the State may reimburse
Contractor for a portion of actual out-of-pocket expenses(not otherwise reimbursed under this
Contract)incurred by Contractor which are directly attributable to the uncompleted portion of
Contractor's obligations hereunder;provided that the sum of any and all reimbursement shall not
exceed the maximum amount payable to Contractor hereunder.
C.Termination of an Order
An Ordering Entity through its designated procurement officer or other authorized representative may
terminate an Order for default,and such termination shall be governed by this provision.
i. Default
If Contractor refuses refuses or fails to timely perform any of its obligations under the provisions of an
Order,with such diligence as will ensure its completion within the time specified in the Order,the
procurement officer may notify Contractor in writing of the non-performance,and if not corrected within
Page 14 of 22
thirty(30)days of issuance of such notice,such officer may terminate Contractor's right to proceed with
the Order or such part of the Order as to which there has been such delay or a failure to properly perform.
Contractor shall continue performance of the Order to the extent it is not terminated.
ii. Contractor's Duties
Notwithstanding termination of the contract and subject to any directions from the procurement officer,
Contractor shall take timely,reasonable,and necessary action to protect and preserve property in the
possession of Contractor in which the Ordering Entity has an interest(if any).
iii. Compensation
Payment for acceptable Services performed and accepted by the Ordering Entity shall be at the Contract
price. The Ordering Entity may withhold amounts due to Contractor as the procurement officer deems to
be necessary to protect the Ordering Entity against loss because of outstanding liens or claims of former
lien holders and to reimburse the Ordering Entity for the excess costs incurred in procuring similar
services.
iv. Erroneous Termination for Default
If after notice of termination of Contractor's right to proceed under the provisions of this paragraph,it is
determined for any reason that Contractor was not in default under the provisions of this paragraph,or that
the delay was excusable,the rights and obligations of the parties shall be the same as if the notice of
termination had been issued pursuant to the termination for the public interest section.
v. Terminate an Order for the Public Interest
Unless otherwise agreed,the Procurement Officer,when the interests of the Ordering Entity so require,
may terminate any Order,in whole or in part,for the public interest of the Ordering Entity,provided only
that such termination will not relieve such Ordering Entity from its obligations with respect to any
Services already delivered to or used by such Ordering Entity. The procurement officer shall give at least
thirty(30)days prior written notice of the termination to Contractor specifying the part of the Order
terminated and when termination becomes effective. Termination for the public interest of all or any
portion of an Order shall not constitute a breach of this Contract by the Ordering Entity.
(a)Contractor's Obligations Contractor shall incur no further obligations in connection with the
terminated work and on the date set in the notice of termination. Contractor will stop work to
the extent specified. Contract must still complete and deliver to the Ordering Entity the work
not terminated(if any)by the notice of termination.
(b)Compensation Contractor shall be entitled to compensation as follows:
Contractor shall submit a termination claim specifying the amounts due because of the
termination for the public interest together with cost or pricing data bearing on such claim.
D.Remedies Not Involving Termination
The State,in its sole discretion,may exercise one or more of the following remedies in addition to other
remedies available to it:
i.Suspend Performance
Suspend Contractor's performance with respect to all or any portion of this Contract pending
necessary corrective action as specified by the State without entitling Contractor to an adjustment in
price/cost or performance schedule.Contractor shall promptly cease performance and incurring costs
in accordance with the State's directive and the State shall not be liable for costs incurred by
Contractor after the suspension of performance under this provision.
H.Withhold Payment
Withhold payment to Contractor until corrections in Contractor's performance are satisfactorily made
and completed.
iii.Deny Payment
Deny payment for those obligations not performed,that due to Contractor's actions or inactions,
cannot be performed or,if performed,would be of no value to the State;provided,that any denial of
payment shall be reasonably related to the value to the State of the obligations not performed.
iv.Removal
Notwithstanding any other provision herein,the State may demand immediate removal of any of
Contractor's employees,agents,or Subcontractors whom the State deems incompetent,careless,
insubordinate,unsuitable,or otherwise unacceptable,or whose continued relation to this Contract is
deemed to be contrary to the public interest or the State's best interest.
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v.Intellectual Property
If Contractor infringes on a patent,copyright,trademark,trade secret or other intellectual property
right while performing its obligations under this Contract,Contractor shall,at the State's option(a)
obtain for the State or Contractor the right to use such products and services;(b)replace any Goods,
Services,or other product involved with non-infringing products or modify them so that they become
non-infringing;or,(c)if neither of the foregoing alternatives are reasonably available,remove any
infringing Goods, Services,or products and refund the price paid therefore to the State.
16.NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party.All notices required to
be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such
Party's principal representative or named successor at the address set forth below.In addition to,but not in lieu
of a hard-copy notice,notice also may be sent by e-mail to the e-mail addresses,if any,set forth below.Either
Party may from time to time designate by written notice substitute addresses or persons to whom such notices
shall be sent.Unless otherwise provided herein,all notices shall be effective upon receipt.
A.State:
Christine Weber,C.P.M.,CPPB
Department of Personnel&
Administration
Division of Finance and Procurement
State Purchasing Office
633 17th Street,Suite 1520
Denver,CO 80202
303-866-6146
christine.weber(7aistate.co.us
B.Contractor:
Sharon Hendricks,Owner
Express Services,Inc.dba
Express Employment Professionals
98 N.Wadsworth Blvd.,Unit 124
Lakewood,CO 80226
303-238-3500
sharon.hendricks@expresspros.com
17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE
Any software,research,reports,studies,data,photographs,negatives or other documents,drawings,models,
materials,or Work Product of any type,including drafts,prepared by Contractor in the performance of its
obligations under this Contract shall be the exclusive property of the State and,all Work Product shall be
delivered to the State by Contractor upon completion or termination hereof.The State's exclusive rights in such
Work Product shall include,but not be limited to,the right to copy,publish,display,transfer,and prepare
derivative works.Contractor shall not use,willingly allow,cause or permit such Work Product to be used for
any purpose other than the performance of Contractor's obligations hereunder without the prior written consent
of the State.
18.GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado,its
departments,institutions,agencies,boards,officials,and employees is controlled and limited by the provisions
of the Governmental Immunity Act§24-10-101,et seq.and the risk management statutes,CRS §24-30-1501,et
seq.,as amended.
19.STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Contractor under this Contract is$100,000 or greater,either on the Effective
Date or at anytime thereafter,this§19 applies.
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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 monitoring of vendor performance on state contracts and
inclusion of contract performance information in a statewide contract management system.
Contractor's performance shall be subject to Evaluation and Review 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.Evaluation and Review of 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 Evaluation and Review shall include,but shall not be limited to quality,cost and
timeliness.Collection of information 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 Contractor's obligations.Such performance information shall be entered into the statewide
Contract Management System at intervals established herein and a final Evaluation,Review and Rating shall be
rendered within 30 days of the end of the Contract term.Contractor shall be notified following each
performance Evaluation and Review,and shall address or correct any identified problem in a timely manner and
maintain work progress.
Should the final performance Evaluation and Review determine that Contractor demonstrated a gross failure to
meet the performance measures established hereunder,the Executive Director of the Colorado Department of
Personnel and Administration(Executive Director),upon request by the State Purchasing Office,and showing
of good cause,may debar Contractor and prohibit Contractor from bidding on future contracts.Contractor may
contest the final Evaluation,Review and Rating by:(a)filing rebuttal statements,which may result in either
removal or correction of the evaluation(CRS§24-105-102(6)),or(b)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 a showing of good
cause.
20.GENERAL PROVISIONS
A.Assignment and Subcontracts
Contractor's rights and obligations hereunder are personal and may not be transferred,assigned or
subcontracted without the prior,written consent of the State.Any attempt at assignment,transfer,
subcontracting without such consent shall be void.All assignments,subcontracts,or Subcontractors
approved by Contractor or the State are subject to all of the provisions hereof.Contractor shall be solely
responsible for all aspects of subcontracting arrangements and performance.
B.Binding Effect
Except as otherwise provided in§20(A),all provisions herein contained,including the benefits and
burdens,shall extend to and be binding upon the Parties'respective heirs,legal representatives,successors,
and assigns.
C.Captions
The captions and headings in this Contract are for convenience of reference only,and shall not be used to
interpret,define,or limit its provisions.
D. Counterparts
This Contract may be executed in multiple identical original counterparts,all of which shall constitute one
agreement.
E.Entire Understanding
This Contract represents the complete integration of all understandings between the Parties and all prior
representations and understandings,oral or written,are merged herein.Prior or contemporaneous additions,
deletions,or other changes hereto shall not have any force or effect whatsoever,unless embodied herein.
F.Indemnification
Contractor shall indemnify, save,and hold harmless the State,its employees and agents,against any and all
claims,damages,liability and court awards including costs,expenses,and attorney fees and related costs,
incurred as a result of any act or omission by Contractor,or its employees,agents,Subcontractors,or
assignees pursuant to the terms of this Contract;however,the provisions hereof shall not be construed or
interpreted as a waiver,express or implied,of any of the immunities,rights,benefits,protection,or other
Page 17 of 22
provisions,of the Colorado Governmental Immunity Act,CRS §24-10-101 et seq.,or the Federal Tort
Claims Act,28 U.S.C.2671 et seq.,as applicable,as now or hereafter amended.
G.Jurisdiction and Venue
All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and
exclusive venue shall be in the City and County of Denver.
H.Modification
i.By the Parties
Except as specifically provided in this Contract,modifications of this Contract shall not be effective
unless agreed to in writing by the Parties in an amendment to this Contract,properly executed and
approved in accordance with applicable Colorado State law,State Fiscal Rules.Modifications
permitted under this Contract,other than contract amendments,shall conform to the Policies of the
Office of the State Controller,including,but not limited to,the policy entitled MODIFICATIONS OF
CONTRACTS-TOOLS AND FORMS.
ii.By Operation of Law
This Contract is subject to such modifications as may be required by changes in Federal or Colorado
State law,or their implementing regulations.Any such required modification automatically shall be
incorporated into and be part of this Contract on the effective date of such change,as if fully set forth
herein.
I.Order of Precedence
The provisions of this Contract shall govern the relationship of the Parties.In the event of conflicts or
inconsistencies between this Contract and its exhibits and attachments,including,but not limited to,those
provided by Contractor,such conflicts or inconsistencies shall be resolved by reference to the documents in
the following order of priority:
i.Colorado Special Provisions,
ii.Health Insurance Portability and Accountability Act of 1996(HIPAA)Public Law 104-191
iii.The provisions of the main body of this Contract,
iv.Exhibit A.Rates
v.Exhibit B.Option Letter
vi.Exhibit C.Volume detail report
vii.Exhibit D.State of Colorado Contract Management Information Final Contractor Performance
Evaluation
Any conflict or inconsistence between the terms of an Order and this Price Agreement shall be resolved
by giving effect first to the Order of Precedence above and finally to the terms of the ordering document.
J.Severability
Provided this Contract can be executed and performance of the obligations of the Parties accomplished
within its intent,the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof,provided that the
Parties can continue to perform their obligations under this Contract in accordance with its intent.
K.Survival of Certain Contract Terms
Notwithstanding anything herein to the contrary,provisions of this Contract requiring continued
performance,compliance,or effect after termination hereof,shall survive such termination and shall be
enforceable by the Ordering Entity if Contractor fails to perform or comply as required.
L.Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32(No.84-730123K)and from all
State and local government sales and use taxes under CRS§§39-26-101 and 201 et seq.Such exemptions
apply when materials are purchased or services are rendered to benefit the State;provided however,that
certain political subdivisions(e.g.,City of Denver)may require payment of sales or use taxes even though
the product or service is provided to the State.Contractor shall be solely liable for paying such taxes as the
State is prohibited from paying or reimbursing Contractor for such taxes.
M.Third Party Beneficiaries
Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties.Any
services or benefits which third parties receive as a result of this Contract are incidental to the Contract,and
do not create any rights for such third parties.
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N.Waiver
Waiver of any breach under a term,provision,or requirement of this Contract,or any right or remedy
hereunder,whether explicitly or by lack of enforcement,shall not be construed or deemed as a waiver of
any subsequent breach of such term,provision or requirement,or of any other term,provision,or
requirement.
O.CORA Disclosure
To the extent not prohibited by federal law,this Contract and the performance measures and standards
under CRS §24-103.5-101,if any,are subject to public release through the Colorado Open Records Act,
CRS§24-72-101,et seq.
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Page 19 of 22
21.COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all Contracts except where noted in italics.
A. 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.
B.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.
C.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 hereafter amended.
D.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.
E.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.
F.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.
G.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 Contract or incorporated herein by reference shall be null and void.
H.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.
Page 20 of 22
I.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.
J.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 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.
K.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
State program established pursuant to CRS§8-17.5-102(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 State 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 State
program,Contractor shall deliver to the contracting State agency,Institution of Higher Education or
political subdivision,a written,notarized affirmation,affirming that Contractor has examined the legal
work status of such employee,and shall comply with all of the other requirements of the State program.If
Contractor fails to comply with any requirement of this provision or 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.
L.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.
SPs Effective 1/1/09
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Page 21 of 22
22.SIGNATURE PAGE
Contract Routing Number 42667
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 STATE OF COLORADO
Express Services,Inc.dba
Express Employment Professionals John W.Hickenlooper,Governor
By: Dina Overholt Department of Personnel&Administration
Title:West Zone Vice President Division of Finance and Procurement
State Purchasing Office
Kathy Nesbitt,Executive Director
Signature
Date: By:Caro Pfa ,D' ision irector
Signatory avers to the State Contro er or delegate that
Contractor has not begun performance or that a Statutory
Violation waiver has been requested under Fiscal Rules
Date:
2nd Contractor Signature if Needed LEGAL REVIEW
By: John W.Suthers,Attorney General
Title:
By:
Signature-Assistant Attorney General
*Signature
D
Date:
Date:
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.
STATE CON - 0 ER
David e , • A
By:
Date:
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