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HomeMy WebLinkAbout2009-19 IGA with CO Department of Health and Environment regarding the Authorization to Provide Community Consumer Protection ServicesRESOLUTION NO. 19਍ഀ Series of 2009਍ഀ A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE਍ഀ TOWN OF VAIL, COLORADO AND THE STATE OF COLORADO DEPARTMENT OF PUBLIC਍ഀ HEALTH AND ENVIRONMENT REGARDING THE AUTHORIZATION TO PROVIDE਍ഀ COMMUNITY CONSUMER PROTECTION SERVICES; AND SETTING FORTH DETAILS IN਍ഀ REGARD THERETO.਍ഀ WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado਍ഀ is a home rule municipal corporation duly organized and existing under the laws of the State of਍ഀ Colorado and the Town Charter (the "Charter"); and਍ഀ WHEREAS, the members of the Town Council of the Town (the "Council") have been਍ഀ duly elected and qualified; and਍ഀ WHEREAS, the Town and the Colorado Department of Public Health and Environment਍ഀ (the "CDPHE") wish to enter into an Intergovernmental Agreement ("IGA") authorizing the Town਍ഀ to provide community Consumer Protection Services, including but not limited to the regulation of਍ഀ retail food establishments, schools, child care centers summer camps, campgrounds, motels and਍ഀ hotels; and਍ഀ WHEREAS, the Town Council finds and determines that the public health, safety, and਍ഀ welfare will be served by the adoption of this Resolution.਍ഀ NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF਍ഀ VAIL, COLORADO THAT:਍ഀ Section 1. The Council hereby approves and authorizes the Town Manager to enter਍ഀ into the IGA with CDPHE, in substantially the same form as attached hereto as Exhibit A and in਍ഀ a form approved by the Town Attorney, for the authorization to provide Consumer Protection਍ഀ Services on behalf of the State of Colorado.਍ഀ Section 2. This Resolution shall take effect immediately upon its passage.਍ഀ INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of਍ഀ the Town of Vail held this 16th day of June, 2009.਍ഀ Richard Clevela~id਍ഀ Town Mayor਍ഀ T T: ~rol~:.....,.; I਍ഀ ALrele4Donalasn, SEAL਍ഀ Jerk਍ഀ Resolution No. 17, Series 2009਍ഀ _.v਍ഀ DEPARTMENT OF PUBLIC HEALTH਍ഀ AND ENVIRONMENT਍ഀ ROUTING NO. 10 FFA 00002਍ഀ INTERGOVERNMENT CONTRACT਍ഀ STATE:਍ഀ CONTRACTOR:਍ഀ State of Colorado for the use & benefit of the਍ഀ Department of Public Health and Environment਍ഀ Consumer Protection Division਍ഀ 4300 Cherry Creek Drive South਍ഀ Denver, CO 80246਍ഀ CONTRACT MADE DATE:਍ഀ 04/15/2009਍ഀ PO/SC ENCUMBRANCE NUMBER:਍ഀ PO FFA CPD1000002਍ഀ TERM:਍ഀ This contract shall be effective upon approval਍ഀ by the State Controller, or designee, or on਍ഀ 07/01/2009, whichever is later. The contract਍ഀ shall end on 06/30/20014.਍ഀ PROCUREMENT MEIHOD..਍ഀ Exempt਍ഀ BID/RFY/IIST PRICE AGRREMENT NUMBER਍ഀ Not Applicable਍ഀ Town of Vail਍ഀ 75 South Frontage Road਍ഀ Vail, CO 81657਍ഀ CONTRACTOR ENTITY TYPE:਍ഀ Political Subdivision਍ഀ 840571385਍ഀ BILLING STATEMENTS RECEIVED:਍ഀ Quarterly਍ഀ STATUTORY AUTHORITY:਍ഀ Not Applicable਍ഀ CONTRACT PRICE NOT TO EXCEED:਍ഀ $58,935.95਍ഀ FEDERAL FUNDING DOLLARS: $0.00਍ഀ STATE FUNDING DOLLARS: $58,935.95਍ഀ MAXIMUM AMOUNT AVAILABLE PER FISCAL. YEAR.਍ഀ FY 10: $11,787.19 FY 13: $11,787.19਍ഀ FY 11: $11,787.19 FY 14: $11,787.19਍ഀ FY 12: $11,787.19਍ഀ LAW SPECIFIED VENDOR STATUTE PRICE STRUCIURE਍ഀ Not Applicable Fixed Price਍ഀ STATE REPRESENTATIVE CONTRACTOR REPRESENTATIVE਍ഀ Patricia Mocker Bill Carlson, Retail Food Program਍ഀ Consumer Protection Division Town of Vail਍ഀ 4300 Cherry Creek Drive South 75 South Frontage Road਍ഀ Denver, CO 80246 Vail, CO 81657਍ഀ SCOPE OF WORK:਍ഀ Contractor shall provide community Consumer Protection Services, including but not limited to਍ഀ the sanitary regulation (including product sampling) of retail food establishments, schools, child਍ഀ care centers, summper camps, campgrounds, motels and hotels; respond to environmental health਍ഀ emergencies in its service area.਍ഀ CDPHE Version 1.0 (4/04) Page 1 of 17 Revised: 4/3/09਍ഀ .w਍ഀ EX MrIB:਍ഀ The following exhibits are hereby incorporated:਍ഀ Exhibit A - Additional Provisions (and any of its Attachments; e.g., A-1, A-2, etc.)਍ഀ Exhibit B - Statement of Work (and any of its Attachments; e.g., B-1, B-2, etc.)਍ഀ Exhibit C - Limited Amendment Template਍ഀ Exhibit D- Sample Option Letter਍ഀ COORDINATION:਍ഀ The State warrants that required approval, clearance and coordination has been accomplished from and਍ഀ with appropriate agencies. Section 29-1-203, C.R.S., as amended, encourages governments to make the਍ഀ most efficient and effective use of their powers and responsibilities by cooperating and contracting with਍ഀ each other to the fullest extent possible to provide any function, service, or facility lawfully authorized to਍ഀ each of the cooperating or contracting entities.਍ഀ APPROVAL਍ഀ In no event shall this contract be deemed valid until it shall have been approved by the State Controller or਍ഀ his/her designee.਍ഀ PROCUREMENT:਍ഀ All State of Colorado contracts with its political subdivisions and other governmental entities਍ഀ are exempt from the State of Colorado's personnel rules and procurement code.਍ഀ PRICE PROVISIONS:਍ഀ Payments pursuant to this contract shall be made as earned, in whole or in part, from available funds,਍ഀ encumbered for the purchase of the described services and/or deliverables. The liability of the State਍ഀ at any time for such payments shall be limited to the encumbered amount remaining of such funds.਍ഀ Authority exists in the laws and funds have been budgeted, appropriated and otherwise made਍ഀ available, and a sufficient unencumbered balance thereof remains available for payment.਍ഀ Financial obligations of the State of Colorado payable after the current fiscal year are contingent਍ഀ upon funds for that purpose being appropriated, budgeted and otherwise made available.਍ഀ CDPHE Version 1.0 (4/04) Page 2 of 17 Revised: 4/3/09਍ഀ &i਍ഀ GENERAL PROVISIONS਍ഀ The following clauses apply to this contract. In some instances, these general clauses have been expanded upon in਍ഀ other sections/exhibits of/to this contract. To the extent that other provisions of the contract provide more਍ഀ specificity than these general clauses, the more specific provision shall control.਍ഀ Governmental Immunitv. Notwithstanding any other provision to the contrary, no term or condition of this਍ഀ contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights,਍ഀ benefits, protection or other provisions of the Colorado Governmental Immunity Act, Section 24-10-101਍ഀ et.seq., CRS, as now or hereafter amended. The parties understand and agree that liability for claims for਍ഀ injuries to persons or property arising out of negligence of the State of Colorado, its departments, institutions,਍ഀ agencies, boards, officials and employees is controlled and limited by the provisions of Section 24-10-101਍ഀ et.seq., CRS and the risk management statutes, Section 24-30-1501, et.seq., CRS as now or hereafter amended.਍ഀ 2. Federal Funds Co in enc . Payment pursuant to this contract, if in federal funds, whether in whole or in਍ഀ part, is subject to and contingent upon the continuing availability of federal funds for the purposes hereof.਍ഀ In the event that said funds, or any part thereof, become unavailable, as determined by the State, the State਍ഀ may immediately terminate this contract or amend it accordingly without liability including liability for਍ഀ termination costs.਍ഀ 3. Billin¢ Procedures. The State shall establish billing procedures and requirements for payment due the਍ഀ Contractor in providing performance pursuant to this contract. The Contractor shall comply with the established਍ഀ billing procedures and requirements for submission of billing statements. The State shall comply with CRS 24-਍ഀ 30-202(24) when paying vendors upon receipt of a correct notice of the amount due for goods or services਍ഀ provided hereunder.਍ഀ 4. Exhibits - Internretation. Unless otherwise stated, all referenced exhibits are incorporated herein and made a਍ഀ part of this contract. Unless otherwise stated, the terms of this contract shall control over any conflicting terms਍ഀ in any of its exhibits. In the event of conflicts or inconsistencies between this contract and its exhibits or਍ഀ attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following਍ഀ order of priority: 1) the Special Provisions of this Contract; 2) the Additional Provisions Exhibit A and its਍ഀ attachments if included; 3) the Contract (other than the Special Provisions); 4) the RFP if applicable and਍ഀ attached; 5) the Scope/Statement of Work Exhibit B and its attachments if included; 6) the Contractor's਍ഀ proposal if applicable and attached; 7) other exhibits/attachments in their order of appearance.਍ഀ The conditions, provisions, and terms of any RFP attached hereto, if applicable, establish the minimum਍ഀ standards of performance that the Contractor must meet under this Contract. If the Contractor's Proposal, if਍ഀ attached hereto, or any attachments or exhibits thereto, or the Scope/Statement of Work Exhibit B, establish਍ഀ or create standards of performance greater than those set forth in the RFP, then the Contractor shall also਍ഀ meet those standards of performance under this Contract.਍ഀ 5. ot'ce and Representatives. For the purposes of this contract, the representative for each party is as designated਍ഀ herein. Any notice required or permitted may be delivered in person or sent by registered or certified mail,਍ഀ return receipt requested, to the party at the address provided, and if sent by mail it is effective when posted in a਍ഀ U.S. Mail Depository with sufficient postage attached thereto. Notice of change of address or change or਍ഀ representative shall be treated as any other notice.਍ഀ 6. Contractor RenresenLations - Oualifications/Licenses/A r v ls/Insurance. The Contractor certifies that, at਍ഀ the time of entering into this contract, it and its agents have currently in effect all necessary licenses,਍ഀ certifications, approvals, insurance, etc. required to properly provide the services and/or supplies covered਍ഀ by this contract in the state of Colorado. Proof of such licenses, certifications, approvals, insurance, etc.਍ഀ shall be provided upon the State's request. Any revocation, withdrawal or non-renewal of necessary license,਍ഀ certification, approval, insurance, etc. required for the Contractor to properly perform this contract, shall be਍ഀ grounds for termination of this contract by the State.਍ഀ CDPHE Version 1.0 (4/04) Page 3 of 17 Revised: 4/3/09਍ഀ 4਍ഀ Contractor certifies that it is qualified to perform such services or provide such deliverables as delineated in this਍ഀ contract.਍ഀ 7. Leval Authority. The Contractor warrants that it possesses the legal authority to enter into this contract and that਍ഀ it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and਍ഀ to lawfully authorize its undersigned signatory to execute this contract and bind the Contractor to its terms. The਍ഀ person(s) executing this contract on behalf of the Contractor warrant(s) that such person(s) have full਍ഀ authorization to execute this contract.਍ഀ 8. Insurance - Contractor. The Contractor is a "public entity" within the meaning of the Colorado਍ഀ Governmental Immunity Act (CGIA), section 24-10-101, etIM, C.R.S., as amended. Therefore, at all਍ഀ times during the initial term of this Contract, and any renewals or extensions hereof, the Contractor shall਍ഀ maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meet its਍ഀ liabilities under the CGIA. If requested by the State, the Contractor shall provide the State with written਍ഀ proof of such insurance coverage.਍ഀ 9. Riehts in Data. Documents and Computer Software or Other Intellectual Pronertv. All intellectual property਍ഀ including without limitation, databases, software, documents, research, programs and codes, as well as all,਍ഀ reports, studies, data, photographs, negatives or other documents, drawings or materials prepared by the਍ഀ Contractor in the performance of its obligations under this contract shall be the exclusive property of the਍ഀ State. Unless otherwise stated, all such material shall be delivered to the State by the Contractor upon਍ഀ completion, termination, or cancellation of this contract. Contractor shall not use, willingly allow, or cause਍ഀ to have such materials used for any purpose other than the performance of the Contractor's obligations਍ഀ under this contract without the prior written consent of the State. All documentation, accompanying the਍ഀ intellectual property or otherwise, shall comply with the State requirements which include but is not limited਍ഀ to all documentation being in a paper, human readable format which is useable by one who is reasonably਍ഀ proficient in the given subject area. Software documentation shall be delivered by Contractor to the State਍ഀ that clearly identifies the programming language and version used, and when different programming਍ഀ languages are incorporated, identifies the interfaces between code programmed in different programming਍ഀ languages. The documentation shall contain source code which describes the program logic, relationship਍ഀ between any internal functions, and identifies the disk files which contain the various parts of the code.਍ഀ Files containing the source code shall be delivered and their significance to the program described in the਍ഀ documentation. The documentation shall describe error messages and the location in the source code, by਍ഀ page, line number, or other suitable identifier, where the error message is generated. The Contractor਍ഀ warrants that the delivered software will be sufficiently descriptive to enable maintenance and modification਍ഀ of the software. The State's ownership rights described herein shall include, but not be limited to, the right਍ഀ to copy, publish, display, transfer, prepare derivative works, or otherwise use the works.਍ഀ If any material is produced under this Contract and the parties hereto mutually agreed that said material਍ഀ could be copyrighted by Contractor or a third party, then the State, and any applicable federal funding਍ഀ entity, shall, without additional cost, have a paid in full, irrevocable, royalty free, and non-exclusive license਍ഀ to reproduce, publish, or otherwise use, and authorize others to use, the copyrightable material for any਍ഀ purpose authorized by the Copyright Law of the United States as now or hereafter enacted. Upon the਍ഀ written request of the State, the Contractor shall provide the State with three (3) copies of all such਍ഀ copyrightable material.਍ഀ 10. Confident'a rietarv_lnformation. Subject to the Public (Open) Records Act, section 24-72-101, At਍ഀ etc., C.R.S., as amended, if the Contractor obtains access to any records, files, or other information of the਍ഀ State in connection with, or during the performance of, this Contract, then the Contractor shall keep all਍ഀ such records, files, or other information confidential and shall comply with all laws and regulations਍ഀ concerning the confidentiality of all such records, files, or information to the same extent as such laws and਍ഀ regulations apply to the State. Any breach of confidentiality by the Contractor, or third party agents of the਍ഀ Contractor, shall constitute good cause for the State to cancel this Contract, without liability to the State.਍ഀ Any State waiver of an alleged breach of confidentiality by the Contractor, or third party agents of the਍ഀ Contractor, does not constitute a waiver of any subsequent breach by the Contractor, or third party agents਍ഀ of the Contractor. Contractor shall protect the confidentiality of all information used, held, created or਍ഀ received in connection with this Contract and shall insure that any subcontractors or agents of Contractor਍ഀ protect the confidentiality of all information under this Contract. Contractor shall use and disclose਍ഀ CDPHE Version 1.0 (4/04) Page 4 of 17 Revised: 4/3/09਍ഀ %V਍ഀ confidential information only for purposes of this Contract and for the operation and administration of the਍ഀ Contractor. Contractor shall implement appropriate safeguards as are necessary to prevent the use of਍ഀ disclosure of confidential information and shall maintain a comprehensive written information privacy and਍ഀ security program that includes administrative, technical and physical safeguards for the electronic਍ഀ transmission of confidential information which are appropriate to the size and complexity of the਍ഀ Contractor's operations and the nature and scope of its activities. Contractor shall promptly notify the State਍ഀ if Contractor breaches the confidentiality of any information covered by this Contract.਍ഀ The Contractor must identify to the State the information that it considers confidential or proprietary. This is a਍ഀ continuing obligation. Confidential or proprietary information for the purpose of this paragraph is information਍ഀ relating to Contractor's research, development, trade secrets, business affairs, internal operations and਍ഀ management procedures and those of its customers, clients or affiliates, but does not include information਍ഀ lawfully obtained by third parties, information which is in the public domain, or information which is or could਍ഀ have been acquired/developed independently by the State or a third party. Notwithstanding the foregoing, the਍ഀ State shall not be in violation of its obligations under this section should it disclose confidential information if਍ഀ such disclosure is, in the sole opinion of the State's legal counsel, required by applicable law and/or legal਍ഀ process (including, but not limited to, disclosures required pursuant to the Colorado (Open) Public Records Act,਍ഀ sections 24-72-201, et seq, C.R.S., as now or hereafter amended). The State shall endeavor to provide notice to਍ഀ the Contractor, as promptly as practicable under the circumstances, of any demand, request, subpoena, court਍ഀ order or other action requiring such disclosure, in order to afford Contractor the opportunity to take such lawful਍ഀ action as it deems appropriate to oppose, prevent or limit the disclosure, solely at its own instance and expense;਍ഀ but nothing herein shall be construed to require the State to refuse or delay compliance with any such law, order਍ഀ or demand.਍ഀ 11. Records Maintenance. Performance Monitoring & Audits. The Contractor shall maintain a complete file of਍ഀ all records, documents, communications, and other materials that pertain to the operation of the਍ഀ program/project or the delivery of services under this contract. Such files shall be sufficient to properly਍ഀ reflect all direct and indirect costs of labor, materials, equipment, supplies and services, and other costs of਍ഀ whatever nature for which a contract payment was made. These records shall be maintained according to਍ഀ generally accepted accounting principles and shall be easily separable from other Contractor records.਍ഀ The Contractor shall protect the confidentiality of all records and other materials containing personally਍ഀ identifying information that are maintained in accordance with this contract. Except as provided by law, no਍ഀ information in possession of the Contractor about any individual constituent shall be disclosed in a form਍ഀ including identifying information without the prior written consent of the person in interest, a minor's਍ഀ parent, guardian, or the State. The Contractor shall have written policies governing access to, duplication਍ഀ and dissemination of, all such information and advise its agents, if any, that they are subject to these਍ഀ confidentiality requirements. The Contractor shall provide its agents, if any, with a copy or written਍ഀ explanation of these confidentiality requirements before access to confidential data is permitted.਍ഀ The Contractor authorizes the State, the federal government or their designee, to perform audits and/or਍ഀ inspections of its records, at any reasonable time during the term of this contract and for a period of six (6)਍ഀ years following the termination of this contract, to assure compliance with the state or federal government's਍ഀ terms and/or to evaluate the Contractor's performance. Any amounts the State paid improperly shall be਍ഀ immediately returned to the State or may be recovered in accordance with other remedies.਍ഀ All such records, documents, communications, and other materials shall be the property of the State unless਍ഀ otherwise specified herein and shall be maintained by the Contractor in a central location as custodian for਍ഀ the State on behalf of the State, for a period of six (6) years from the date of final payment or submission of਍ഀ the final federal expenditure report under this contract, unless the State requests that the records be retained਍ഀ for a longer period, or until an audit has been completed with the following qualification. If an audit by or਍ഀ on behalf of the federal and/or state government has begun but is not completed at the end of the six (6)਍ഀ year period, or if audit findings have not been resolved after a six (6) year period, the materials shall be਍ഀ retained until the resolution of the audit findings.਍ഀ The Contractor shall permit the State, any other governmental agency authorized by law, or an authorized਍ഀ designee thereof, in its sole discretion, to monitor all activities conducted by the Contractor pursuant to the਍ഀ terms of this contract. Monitoring may consist of internal evaluation procedures, reexamination of program਍ഀ CDPHE Version 1.0 (4/04) Page 5 of 17 Revised: 4/3/09਍ഀ ri਍ഀ data, special analyses, on-site verification, formal audit examinations, or any other procedures as deemed਍ഀ reasonable and relevant. All such monitoring shall be performed in a manner that will not unduly interfere਍ഀ with contract work.਍ഀ 12. Taxes. The State, as purchaser, is exempt from all federal excise taxes under Chapter 32 of the Internal਍ഀ Revenue Code [No. 84-730123K] and from all state and local government use taxes [C.R.S. 39- 26-114(a)਍ഀ and 203, as amended]. The Contractor is hereby notified that when materials are purchased for the benefit਍ഀ of the State, such exemptions apply except that in certain political subdivisions the vendor may be required਍ഀ to pay sales or use taxes even though the ultimate product or service is provided to the State. These sales or਍ഀ use taxes will not be reimbursed by the State.਍ഀ 13. Conflict of Interest. During the term of this contract, the Contractor shall not engage in any business or਍ഀ personal activities or practices or maintain any relationships which conflict in any way with the Contractor਍ഀ fully performing his/her obligations under this contract.਍ഀ Additionally, the Contractor acknowledges that, in governmental contracting, even the appearance of a਍ഀ conflict of interest is harmful to the interests of the State. Thus, the Contractor agrees to refrain from any਍ഀ practices, activities or relationships which could reasonably be considered to be in conflict with the਍ഀ Contractor's fully performing his/her obligations to the State under the terms of this contract, without the਍ഀ prior written approval of the State.਍ഀ In the event that the Contractor is uncertain whether the appearance of a conflict of interest may reasonably਍ഀ exist, the Contractor shall submit to the State a full disclosure statement setting forth the relevant details for਍ഀ the State's consideration and direction. Failure to promptly submit a disclosure statement or to follow the਍ഀ State's direction in regard to the apparent conflict shall be grounds for termination of the contract.਍ഀ Further, the Contractor, and its subcontractors or subgrantees, shall maintain a written code of standards਍ഀ governing the performance of its employees engaged in the award and administration of contracts. No਍ഀ employee, officer, or agent of the Contractor, subcontractor, or subgrantee shall participate in the selection,਍ഀ or in the award or administration of a contract or subcontract supported by Federal funds if a conflict of਍ഀ interest, real or apparent, would be involved. Such a conflict would arise when:਍ഀ a. The employee, officer or agent;਍ഀ b. Any member of the employee's immediate family;਍ഀ C. The employee's partner; or਍ഀ d. An organization which employees, or is about to employ, any of the above,਍ഀ has a financial or other interest in the firm selected for award. The Contractor's, subcontractor's, or਍ഀ subgrantee's officers, employees, or agents will neither solicit nor accept gratuities, favors, or anything of਍ഀ monetary value from Contractor's potential contractors, or parties to subagreements.਍ഀ 14. Inspection Accentance (&4grvicesl~¢ Con trActor Warra ~tvi The State reserves the right to inspect਍ഀ services provided under this contract at all reasonable times and places during the term of the contract.਍ഀ "Services" as used in this clause includes services performed or tangible material produced or delivered in਍ഀ the performance of services. If any of the services do not conform with contract requirements, the State਍ഀ may require the contractor to perform the services again in conformity with contract requirements, with no਍ഀ additional payment. When defects in the quality or quantity of service cannot be corrected by re-਍ഀ performance, the State may (1) require the contractor to take necessary action to ensure that the future਍ഀ performance conforms to contract requirements and (2) equitably reduce the payment due the contractor to਍ഀ reflect the reduced value of the services performed. These remedies in no way limit the remedies available਍ഀ to the State in the termination provisions of this contract, or remedies otherwise available at law.਍ഀ Contractor warrants that all supplies furnished under this contract shall be free from defects in materials or਍ഀ workmanship, are installed properly and in accordance with manufacturer recommendations or other਍ഀ industry standards, and will function in a failure-free manner for a period of one (1) year from the date of਍ഀ delivery or installation. Contractor shall, at its option, repair or replace any supplies that fail to satisfy this਍ഀ warranty during the warranty period. Additionally, Contractor agrees to assign to the State all written਍ഀ manufacturer warranties relating to the supplies and to deliver such written warranties to the State.਍ഀ CDPHE Version 1.0 (4/04) Page 6 of 17 Revised: 4/3/09਍ഀ w,਍ഀ 15. Adjustments in Price. Adjustments to contract prices are allowable only so long as they are mutually agreeable਍ഀ by the parties and so long as they are included within a contract amendment made prior to the effective date of਍ഀ the price adjustments and made pursuant to the State of Colorado Fiscal Rules, signed by the parties, and਍ഀ approved by the State Controller or designee. The Contractor shall provide cost or pricing data for any price਍ഀ adjustment subject to the provisions of the Cost or Pricing Data Section of the Colorado State Procurement਍ഀ Rules. Any adjustment in contract price pursuant to the application of a clause in this contract shall be made in਍ഀ one or more of the following ways:਍ഀ a. By agreement on a fixed-price adjustment;਍ഀ b. By unit prices specified in the contract;਍ഀ C. In such other manner as the parties may mutually agree; or਍ഀ d. In the absence of agreement between the parties, by a unilateral determination by the procurement਍ഀ officer of the costs attributable to the event or situation covered by the clause, plus appropriate profit਍ഀ or fee.਍ഀ 16. Contract Renewal. Extension. and Modification.਍ഀ a. Limited Amendment. The State, with the concurrence of the Contractor, may prospectively renew਍ഀ or extend the term of this Contract, or increase or decrease the amount payable under this Contract਍ഀ through a "Limited Amendment" that is substantially similar to the sample form Limited਍ഀ Amendment that is incorporated herein by this reference and identified as Exhibit C. To be਍ഀ effective, this Limited Amendment must be signed by the State and the Contractor, and be਍ഀ approved by the State Controller or an authorized delegate thereof. The parties understand that਍ഀ this Limited Amendment shall be used only for the following:਍ഀ I. To increase or decrease the level of funding during the current term of the Original਍ഀ Contract due to an increase or decrease in the amount of goods and/or level of services਍ഀ being provided based upon the existing Scope of Work and/or established pricing and/or਍ഀ established Budget/pricing;਍ഀ II. To revise specifications within the current Scope of Work and/or Budget that਍ഀ increase/decrease the level of funding during the current term of the Original Contract;਍ഀ III. To renew or extend the term of the contract with appropriate changes in the amount of਍ഀ funding that results in a new total financial obligation of the State based upon:਍ഀ (A) the same Scope of Work and pricing, or਍ഀ (B) revised specifications to the previously defined Scope of Work.਍ഀ IV. To make changes to the specifications to the original Scope of Work, project਍ഀ management/manager identification, notice address or notification personnel, or the਍ഀ period of performance, that result in"no cost" changes to the Budget.਍ഀ Upon proper execution and approval, this Limited Amendment shall become a formal amendment਍ഀ to this Contract.਍ഀ b. Other Contract Modifications. This contract is subject to such modifications as may be required਍ഀ by changes in Federal or State law, or their implementing regulations. Any such required਍ഀ modification shall automatically be incorporated into and be part of this contract on the effective਍ഀ date of such change as if fully set forth herein. If either the State or the Contractor desires to਍ഀ modify the terms and conditions of this Contract other than as provided for in paragraph 16.a਍ഀ above, then the parties shall execute a standard written amendment to this Contract initiated by the਍ഀ State. The standard written amendment must be executed and approved in accordance with all਍ഀ applicable laws and rules by all necessary parties including the State Controller or delegate.਍ഀ 17. itieation. The Contractor shall within five (5) calendar days after being served with a summons,਍ഀ complaint, or other pleading which has been filed in any federal or state court or administrative agency਍ഀ notify the State that it is a party defendant in a case which involves services provided under this contract.਍ഀ The Contractor shall deliver copies of such document(s) to the State's Executive Director. The term਍ഀ CDPHE Version 1.0 (4/04) Page 7 of 17 Revised: 4/3/09਍ഀ •਍ഀ "litigation" includes an assignment for the benefit of creditors, and filings in bankruptcy, reorganization਍ഀ and/or foreclosure.਍ഀ 18. Notice of Breach and Disnute Resolution If the State or the Contractor believes in good faith that the other਍ഀ party has failed to timely complete a deliverable, or has otherwise committed a material breach of this਍ഀ Contract, then the non-breaching party shall notify the breaching party in writing of the alleged breach਍ഀ within ten (10) business days of. 1) the date of the alleged breach if the non-breaching party is aware of the਍ഀ breach at the time it occurs; or 2) the date that the non-breaching parry becomes aware of the breach.਍ഀ Upon receipt of written notice of an alleged breach of the Contract, the breaching party shall have ten (10)਍ഀ business days, or such additional time as may be agreed to in writing between the parties, within which to਍ഀ cure the alleged breach or to notify the non-breaching party in writing of the breaching party's belief that a਍ഀ material breach of this Contract has not occurred. Failure of the breaching party to cure or respond in਍ഀ writing within the above time period shall result in the non-breaching party being entitled to pursue any and਍ഀ all remedies available at law or in equity.਍ഀ Except as herein specifically provided otherwise, disputes concerning the performance of this contract਍ഀ which cannot be resolved by the designated contract representatives shall be referred in writing to a senior਍ഀ departmental management staff designated by the department and a senior manager designated by the਍ഀ Contractor. Failing resolution at that level, disputes shall be presented in writing to the Executive Director਍ഀ and the Contractor's chief executive officer for resolution. This process is not intended to supersede any਍ഀ other process for the resolution of controversies provided by law.਍ഀ The Contractor and its sureties shall be liable for any damage to the State resulting from the Contractor's਍ഀ breach, whether or not the Contractor's right to proceed with the work is terminated. The State reserves the਍ഀ right, in its sole discretion, to determine whether or not to accept substituted performance tendered by the਍ഀ Contractor or the Contractor's sureties and acceptance is dependent upon completion of all applicable਍ഀ inspection procedures.਍ഀ 19. Remedies;, In addition to any other remedies provided for in this contract, and without limiting its remedies਍ഀ otherwise available at law, the State may exercise the following remedial actions if the Contractor਍ഀ substantially fails to satisfy or perform the duties and obligations in this contract. Substantial failure to਍ഀ satisfy the duties and obligations shall be defined to mean significant insufficient, incorrect or improper਍ഀ performance, activities, or inaction by the Contractor. Without limitation, these remedial actions include:਍ഀ a. withhold payment to Contractor until the necessary services or corrections in performance are਍ഀ satisfactorily completed; and/or਍ഀ b. require the vendor to take necessary action to ensure that the future performance conforms to਍ഀ contract requirements; and/or਍ഀ c. request the removal from work on the contract of employees or agents of Contractor whom the਍ഀ State justifies as being incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable,਍ഀ or whose continued employment on the contract the State deems to be contrary to the public਍ഀ interest or not in the best interest of the State; and/or਍ഀ d. deny payment for those services or obligations which have not been performed and which due to਍ഀ circumstances caused by Contractor cannot be performed, or if performed would be of no value to਍ഀ the State; denial of the amount of payment must be reasonably related to the value of work or਍ഀ performance lost to the State; and/or਍ഀ e. suspend Contractor's performance pending necessary corrective action as specified by the State਍ഀ without Contractor's entitlement to adjustment in price/cost or schedule; and/or਍ഀ f. modify or recover payments (from payments under this contract or other contracts between the਍ഀ State and the vendor as a debt due to the State) to correct an error due to omission, error, fraud਍ഀ and/or defalcation; and/or਍ഀ g. terminate the contract.਍ഀ These remedies in no way limit the remedies available to the State in the termination provisions of this਍ഀ contract, or remedies otherwise available at law.਍ഀ 20. Termination.਍ഀ CDPHE Version 1.0 (4/04) Page 8 of 17 Revised: 4/3/09਍ഀ a. Termination for Default. The State may terminate the contract for cause. In the event this਍ഀ contract is terminated for cause, the State will only reimburse the Contractor for accepted work or਍ഀ deliverables received up to the date of termination. In the event this contract is terminated for਍ഀ cause, final payment to the Contractor may be withheld at the discretion of the State until਍ഀ completion of final audit. Notwithstanding the above, the Contractor shall not be relieved of਍ഀ liability to the State for any damages sustained by the State by virtue of any breach of the contract਍ഀ by the Contractor, and the State may withhold any payment to the Contractor for the purposes of਍ഀ mitigating its damages until such time as the exact amount of damages due to the State from the਍ഀ Contractor is determined. If it is determined that the Contractor was not in default then such਍ഀ termination shall be treated as a termination for convenience as described herein. In the event of਍ഀ termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models,਍ഀ photographs, and reports or other material prepared by the contractor under this contract shall, at਍ഀ the option of the State, become its property, and the Contractor shall be entitled to receive just and਍ഀ equitable compensation for any services and supplies delivered and accepted. The Contractor਍ഀ shall be obligated to return any payment advanced under the provisions of this contract.਍ഀ b. Termination for Convenience. The State shall have the right to terminate this contract at any time਍ഀ the State determines necessary by giving the Contractor at least twenty (20) calendar days prior਍ഀ written notice. If notice is so given, this contract shall terminate on the expiration of the specified਍ഀ time period, and the liability of the parties hereunder for further performance of the terms of this਍ഀ crnmact shall thereupon cause, but the paa ties shall not be released from the duty to pe-da m them਍ഀ obligations up to the date of termination. In the event of termination, all finished or unfinished਍ഀ documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other਍ഀ material prepared by the contractor under this contract shall, at the option of the State, become its਍ഀ property, and the Contractor shall be entitled to receive just and equitable compensation for any਍ഀ satisfactory services and supplies delivered.'਍ഀ In the event that the State terminates this contract under the Termination for Convenience਍ഀ provisions, the Contractor is entitled to submit a termination claim within ten (10) days of the਍ഀ effective date of termination. The termination claim shall address and the State shall consider਍ഀ paying the following costs:਍ഀ 1. the contract price for performance of work, which is accepted by the State, up to the਍ഀ effective date of the termination;਍ഀ II. reasonable and necessary costs incurred in preparing to perform the terminated portion of਍ഀ the contract;਍ഀ III. reasonable profit on the completed but undelivered work up to the date of termination;਍ഀ IV. the costs of settling claims arising out of the termination of subcontracts or orders, not to਍ഀ exceed 30 days pay for each subcontractor;਍ഀ V. reasonable accounting, legal, clerical, and other costs arising out of the termination਍ഀ settlement.਍ഀ In no event shall reimbursement under this clause exceed the contract amount reduced by amounts਍ഀ previously paid by the State to the Contractor.਍ഀ C. Immediate Termination. This contract is subject to immediate termination by the State in the਍ഀ event that the State determines that the health, safety, or welfare of persons receiving services may਍ഀ be in jeopardy. Additionally, the State may immediately terminate this contract upon verifying਍ഀ that the Contractor has engaged in or is about to participate in fraudulent or other illegal acts.਍ഀ 21. Store Work Order. Upon written approval by the State Procurement Officer or delegee, the State may, by਍ഀ written order to the Contractor, at any time, and without notice to any surety, require the Contractor to stop਍ഀ all or any part of the work called for by this contract. This order shall be for a specified period after the਍ഀ order is delivered to the Contractor. Any such order shall be identified specifically as a stop work order਍ഀ issued pursuant to this clause. Upon receipt of such an order, the Contractor shall forthwith comply with its਍ഀ terms and take all reasonable steps to minimize the incurring of costs allocable to the work covered by the਍ഀ CDPHE Version 1.0 (4/04) Page 9 of 17 Revised: 4/3/09਍ഀ order during the period of work stoppage. Before the stop work order expires, as legally extended, the਍ഀ State Procurement Officer or delegee shall either:਍ഀ a. Cancel the stop work order; or਍ഀ b. Terminate the work covered by such order; or਍ഀ c. Terminate the contract.਍ഀ If a stop work order issued under this clause is properly canceled, the Contractor shall have the right to਍ഀ resume work. An appropriate adjustment shall be made in the delivery schedule or contract price, or both,਍ഀ and the contract shall be modified accordingly in writing pursuant to the terms of this contract dealing with਍ഀ contract modifications, if਍ഀ a. The stop work order results in increased time required for, or in the Contractor's cost properly਍ഀ allocable to, the performance of any part of this contract; and਍ഀ b. The Contractor asserts claim for such an adjustment within thirty (30) days after the end of the਍ഀ period of work stoppage.਍ഀ If the work covered by such order is terminated for default or convenience, the reasonable costs resulting਍ഀ from the stop work order shall be allowed by adjustment or otherwise and such adjustment shall be in਍ഀ accordance with the Price Adjustment Clause of this contract.਍ഀ 22. Venue. The parties agree that exclusive venue for any action related to performance of this contract shall be in਍ഀ the City and County of Denver, Colorado.਍ഀ 23. Understandine of the Parties.਍ഀ a. Complete Intggration. This contract is intended as the complete integration of all understandings਍ഀ between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto਍ഀ shall have any force or effect whatsoever, unless embodied herein in writing. No subsequent਍ഀ novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect਍ഀ unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules.਍ഀ b. Severabili. To the extent that this contract may be executed and performance of the obligations਍ഀ of the parties may be accomplished within the intent of the contract, the terms of this contract are਍ഀ severable, and should any term or provision hereof be declared invalid or become inoperative for਍ഀ any reason, such invalidity or failure shall not affect the validity of any other term or provision਍ഀ hereof.਍ഀ C. BindingAereement. Except as herein specifically provided otherwise, it is expressly understood਍ഀ and agreed that this contract shall inure to the benefit of and be binding upon the parties hereto and਍ഀ their respective successors and assigns. All rights of action relating to enforcement of the terms਍ഀ and conditions shall be strictly reserved to the State and the named Contractor. Nothing contained਍ഀ in this agreement shall give or allow any claim or right of action whatsoever by any other third਍ഀ person. It is the express intention of the State and the Contractor that any such person or entity,਍ഀ other than the State or the Contractor, receiving services or benefits under this agreement shall be਍ഀ deemed an incidental beneficiary only.਍ഀ d. Waiver. The waiver of any breach of a term hereof shall not be construed as a waiver of any other਍ഀ term, or the same term upon subsequent breach.਍ഀ e. Continuine Obligations. The State and the Contractor's obligations under this contract shall survive਍ഀ following termination or expiration to the extent necessary to give effect to the intent and਍ഀ understanding of the parties.਍ഀ Assignment and Chaqee In Ownersbio. Address. Financial Status. Except as herein specifically਍ഀ provided otherwise, the rights, duties and obligations of the Contractor arising hereunder cannot਍ഀ be assigned, delegated, subgranted or subcontracted except with the express prior written consent਍ഀ of the State, which consent shall not be unreasonably withheld. In the case of assignment or਍ഀ CDPI IE Version 1.0 (4/04) Page 10 of 17 Revised: 4/3/09਍ഀ it,਍ഀ delegation, Contractor and the State shall execute the standard State novation agreement prior to਍ഀ the assignment or delegation being effective against the State. The subgrants and subcontracts਍ഀ permitted by the State shall be subject to the requirements of this contract. The Contractor is਍ഀ responsible for all subcontracting arrangements, delivery of services, and performance of any਍ഀ subgrantor or subcontractor. The Contractor warrants and agrees that any subgrant or subcontract,਍ഀ resulting from its performance under the terms and conditions of this contract, shall include a਍ഀ provision that the said subgrantor or subcontractor shall abide by the terms and conditions hereof.਍ഀ Also, the Contractor warrants and agrees that all subgrants or subcontracts shall include a਍ഀ provision that the subgrantor or subcontractor shall indemnify and hold harmless the State. The਍ഀ subgrantors or subcontractors must be certified to work on any equipment for which their services਍ഀ are obtained.਍ഀ This provision shall not be construed to prohibit assignments of the right to payment to the extent਍ഀ permitted by section 4-9-318, CRS, provided that written notice of assignment adequate to identify਍ഀ the rights assigned is received by the controller for the agency, department, or institution executing਍ഀ this contract. Such assignment shall not be deemed valid until receipt by such controller - as਍ഀ distinguished from the State Controller - and the Contractor assumes the risk that such written਍ഀ notice of assignment is received by the controller for the agency, department, or institution਍ഀ involved.਍ഀ The Contractor is required to formally notify the State prior to, or if circumstances do no allow਍ഀ prior notification then immediately following, any of the following:਍ഀ 1. change in ownership;਍ഀ if. change of address;਍ഀ III. the filing of bankruptcy.਍ഀ g. Force Maieure. Neither the Contractor nor the State shall be liable to the other for any delay in, or਍ഀ failure of performance of, any covenant or promise contained in this contract, nor shall any delay਍ഀ or failure constitute default or give rise to any liability for damages if, and only to the extent that,਍ഀ such delay or failure is caused by "force majeure." As used in this contract "force majeure" means਍ഀ acts of God; acts of the public enemy; acts of the State and any governmental entity in its਍ഀ sovereign or contractual capacity; fires; floods, epidemics; quarantine restrictions, strikes or other਍ഀ labor disputes; freight embargoes; or unusually severe weather.਍ഀ h. Chanties In Law. This contract is subject to such modifications as may be required by changes in਍ഀ applicable federal or State law, or their implementing rules, regulations, or procedures. Any such਍ഀ required modification shall automatically be incorporated into and be part of this contract on the਍ഀ effective date of such change as if fully set forth herein. Except as provided above, no਍ഀ modification of this contract shall be effective unless agreed to in writing by both parties in the਍ഀ form of a written amendment to this Contract that has been previously executed and approved in਍ഀ accordance with applicable law.਍ഀ Media or Public Announcements, Unless otherwise provided for in this Contract, the Contractor਍ഀ shall not make any news release, publicity statement, or other public announcement, either in਍ഀ written or oral form, that concerns the work provided under this Contract, without the prior written਍ഀ approval of the State. The Contractor shall submit a written request for approval to the State no਍ഀ less than ten (10) business days before the proposed date of publication. The State shall not਍ഀ unreasonably withhold approval of the Contractor's written request to publish. Approval or denial਍ഀ of the Contractor's request by the State, shall be delivered to the Contractor in writing within six਍ഀ (6) business days from the date of the State's receipt of Contractor's request for approval.਍ഀ If required by the terms and conditions of a federal or state grant, the Contractor shall obtain the਍ഀ prior approval of the State and all necessary third parties prior to publishing any materials਍ഀ produced under this Contract. If required by the terms and conditions of a federal or state grant,਍ഀ the Contractor shall also credit the State and all necessary third parties with assisting in the਍ഀ publication of any materials produced under this Contract. It shall be the obligation of the਍ഀ CDPHE Version 1.0 (4/04) Page 11 of 17 Revised: 4/3/09਍ഀ Contractor to inquire of the State as to whether these requirements exist and obtain written਍ഀ notification from the State as Contractor deems appropriate.਍ഀ 24. Intellectual Indeni i V. Contractor shall defend, at its sole expense, any claim(s) or suit(s) brought against਍ഀ the State alleging that the use by the State of any product(s), or any part thereof, supplied by Contractor਍ഀ under this agreement constitutes infringement of any patent, copyright, trademark, or other proprietary਍ഀ rights, provided that the State gives Contractor written notice within twenty (20) days of receipt by the਍ഀ State of such notice of such claim or suit, provides assistance and cooperation to Contractor in connection਍ഀ with such action, and Contractor has sole authority to defend or settle the claim. Contractor shall consult਍ഀ the State regarding such defense and the State may, at its discretion and expense, participate in any defense.਍ഀ Should the State not choose to participate, Contractor shall keep the State advised of any settlement or਍ഀ defense.਍ഀ Contractor shall have liability for all such claims or suits, except as expressly provided herein, and shall਍ഀ indemnify the State for all liability incurred by the State as a result of such infringement. Contractor shall਍ഀ pay all reasonable out-of-pocket costs and expenses, and damages finally awarded by a court of competent਍ഀ jurisdiction, awarded or agreed to by Contractor regarding such claims or suits.਍ഀ If the product(s), or any part thereof, become the subject of any claim, suit or proceeding for infringement਍ഀ of any patent, trademark or copyright, or in the event of any adjudication that the product(s), or any part਍ഀ thereof, infringes any patent, trademark or copyright, or if the sub-license or use of the product(s), or any਍ഀ part thereof, is enjoined, Contractor, after consultation with the State, shall do one of the following at਍ഀ Contractor's expense:਍ഀ a. produce for the State the right under such patent, trademark or copyright to use or sub-license, as਍ഀ appropriate, the product or such part thereof, or਍ഀ b. replace the product(s), or part thereof, with other suitable products or parts conforming to the਍ഀ original license and State specifications; or਍ഀ c. suitably modify the products, or part thereof.਍ഀ Except as otherwise expressly provided herein, Contractor shall not be liable for any costs or expenses਍ഀ incurred without its prior written authorization.਍ഀ Contractor shall have no obligation to defend against or to pay any costs, damages or attorney's fees with਍ഀ respect to any claim based upon:਍ഀ a. the use of an altered release if Contractor had not consented to the alteration; or਍ഀ b. the combination, operation or use of the product(s) with programs or data which were not਍ഀ furnished by Contractor, if such infringement would have been avoided if the programs or data਍ഀ furnished by persons or entities other than Contractor had not been combined, operated or used਍ഀ with the product(s); or਍ഀ c. the use of product(s) on or in connection with equipment or software not permitted under this਍ഀ contract if such infringement would have been avoided by not using the product(s) on or in਍ഀ connection with such other equipment or software.਍ഀ 25. Conformance with Law, If this Contract involves federal funds or compliance is otherwise federally਍ഀ mandated, the Contractor and its agent(s) shall at all times during the term of this contract strictly adhere to਍ഀ all applicable federal laws, state laws, Executive Orders and implementing regulations as they currently਍ഀ exist and may hereafter be amended. Without limitation, these federal laws and regulations include:਍ഀ a. Office of Management and Budget Circulars A-21, A-87, A-102, A-110, A-122, A-133, and The਍ഀ Common Rule for Uniform Administrative Requirements for Grants and Cooperative Agreements਍ഀ to State and Local Governments, as applicable;਍ഀ b. the "Hatch Act" (5 U.S.C. 1501-1508) and Public Law 95-454, Section 4728. These federal਍ഀ statutes declare that federal funds cannot be used for partisan political purposes of any kind by any਍ഀ person or organization involved in the administration of federally-assisted programs;਍ഀ C. the "Davis-Bacon Act" (40 U.S.C. 276A-276A-5). This federal Act requires that all laborers and਍ഀ mechanics employed by contractors or subcontractors to work on construction projects financed਍ഀ CDPHE Version 1.0 (4/04) Page 12 of 17 Revised: 4/3/09਍ഀ by federal assistance must be paid wages not less than those established for the locality of the਍ഀ project by the Secretary of Labor;਍ഀ d. 42 U.S.C. 6101 et La., 42 U.S.C. 2000d, 29 U.S.C. 794. These federal Acts mandate that no਍ഀ person shall, on the grounds of race, color, national origin, age, or disability, be excluded from਍ഀ participation in or be subjected to discrimination in any program or activity funded, in whole or in਍ഀ part, by federal funds;਍ഀ e. the "Americans with Disabilities Act" (Public Law 101-336; 42 U.S.C. 12101, 12102, 12111 -਍ഀ 12117,12131-12134,12141-12150,12161-12165,12181-12189,12201-12213 and 47਍ഀ U.S.C. 225 and 47 U.S.C. 611);਍ഀ f, if the Contractor is acquiring an interest in real property and displacing households or businesses਍ഀ in the performance of this Contract, then the Contractor is in compliance with the "Uniform਍ഀ Relocation Assistance and Real Property Acquisition Policies Act", as amended, (Public Law 91-਍ഀ 646, as amended, and Public Law 100-17, 101 Stat. 246 - 256);਍ഀ g. when applicable, the Contractor shall comply with the provisions of the "Uniform Administrative਍ഀ Requirements for Grants and Cooperative Agreements to State and Local Governments"਍ഀ (Common Rule);਍ഀ h. Section 2101 of the Federal Acquisition Streamlining Act of 1994, Public Law 103-355, which਍ഀ prohibits the use of federal money to lobby the legislative body of a political subdivision of a਍ഀ State; and਍ഀ i. If the Contractor is a covered entity under the Health Insurance Portability and Accountability Act਍ഀ of 1996,42 U.S.C. 1320d -1320d-8, the Contractor shall comply with applicable HIPAA਍ഀ requirements. If Contractor is a business associate under HIPAA, Contractor hereby agrees਍ഀ to, and has an affirmative duty to, execute the State's current HIPAA Business Associate਍ഀ Agreement. In this case, Contractor must contact the State's representative and request a਍ഀ copy of the Business Associate Agreement, complete the agreement, have it signed by an਍ഀ authorized representative of the Contractor, and deliver it to the State.਍ഀ 26. Contractor Affirmation. If this Contract involves federal funds or compliance is otherwise federally mandated,਍ഀ then by signing and submitting this Contract the Contractor affirmatively avers that:਍ഀ a. the Contractor is in compliance with the requirements of the "Drug-Free Workplace Act" (Public਍ഀ Law 100-690 Title V, Subtitle D, 41 U.S.C. 701 et seq.);਍ഀ b. the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible,਍ഀ or voluntarily excluded from covered transactions by any federal department or agency; the਍ഀ Contractor shall comply with all applicable regulations pursuant to Executive Order 12549,਍ഀ including, Debarment and Suspension and Participants' Responsibilities, 29 C.F.R. 98.510 (1990);਍ഀ and,਍ഀ c. the Contractor shall comply with all applicable regulations pursuant to Section 319 of Public Law਍ഀ 101-121, Guidance for New Restrictions on Lobbying, including, Certification and Disclosure, 29਍ഀ C.F.R. 93.110(1990).਍ഀ 27. Annual Audits. If the Contractor expends federal funds from all sources (direct or from pass-through਍ഀ entities) in an amount of $500,000 or more during its fiscal year, then the Contractor shall have an audit of਍ഀ that fiscal year in accordance with Office of Management and Budget (OMB) Circular A-133 (Audits of਍ഀ States, Local Governments, and Non-Profit Organizations). If the Contractor expends federal funds਍ഀ received from the State in an amount of $500,000 or more during its fiscal year, then the Contractor shall਍ഀ furnish one (1) copy of the audit report(s) to the State's intemal Audit Offitt vAthin thirty (30) calendar਍ഀ days after the Contractor's receipt of its auditor's report or nine (9) months after the end of the Contractor's਍ഀ audit period, whichever is earlier. If (an) instance(s) of noncompliance with federal laws and regulations਍ഀ occurs, then the Contractor shall take all appropriate corrective action(s) within six (6) months of the਍ഀ issuance of (a) report(s).਍ഀ If the Contractor submits an annual indirect cost proposal to the State for review and approval, then the਍ഀ Contactor's auditor shall audit the proposal in accordance with the requirements of OMB Circulars A-21਍ഀ (Cost Principles for Educational Institutions), A-87 (Cost Principles for State, Local, and Tribal਍ഀ Governments), or A-122 (Cost Principles for Non-Profit Organizations), whichever is applicable.਍ഀ CDPHE Version 1.0 (4/04) Page 13 of 17 Revised: 4/3/09਍ഀ 28. Holdover. In the event that the State desires to continue the services provided for in this Contract and a਍ഀ replacement contract has not been fully executed by the expiration date of the Contract, this Contract may਍ഀ be extended unilaterally by the State for a period of up to two (2) months upon written notice to the਍ഀ Contractor under the same terms and conditions of the original Contract including, but not limited to,਍ഀ prices, rates, and service delivery requirements. However, this extension terminates when the replacement਍ഀ contract becomes effective when signed by the State Controller or an authorized delegate.਍ഀ 29. Survival of Certain Contract Terms., Notwithstanding anything in this contract to the contrary, the parties਍ഀ understand and agree that all terms and conditions of this contract which may require continued਍ഀ performance, compliance, or effect beyond the termination date of the contract and shall survive such਍ഀ termination date and shall be enforceable by the State as provided herein in the event of failure to perform਍ഀ or comply by the Contractor.਍ഀ 30. STATEWIDE CONTRACT MANAGEMENT SYSTEM [This section shall apply when the Effective਍ഀ Date is on or after July 1, 2009 and the maximum amount payable to Contractor hereunder is $100, 000 or਍ഀ higher)਍ഀ By entering into this Contract, Contractor agrees to be governed, and to abide, by the provisions of CRS਍ഀ §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 concerning the monitoring of਍ഀ vendor performance on state contracts and inclusion of contract performance information in a statewide਍ഀ contract management system.਍ഀ Contractor's performance shall be evaluated in accordance with the terms and conditions of this Contract,਍ഀ State law, including CRS §24-103.5-101, and State Fiscal Rules, Policies and Guidance. Evaluation 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਍ഀ 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 the਍ഀ Statement of Project of this Contract. Such performance information shall be entered into the statewide਍ഀ Contract Management System at intervals established in the Statement of Project and a final review and਍ഀ rating shall be rendered within 30 days of the end of the Contract term. Contractor shall be notified਍ഀ following each performance and shall address or correct any identified problem in a timely manner and਍ഀ maintain work progress.਍ഀ Should the final performance evaluation determine that Contractor demonstrated a gross failure to meet the਍ഀ performance measures established under the Statement of Project, the Executive Director of the Colorado਍ഀ Department of Personnel and Administration (Executive Director), upon request by the Colorado਍ഀ Department of Public Health and Environment and showing of good cause, may debar Contractor and਍ഀ prohibit Contractor from bidding on future contracts. Contractor may contest the final evaluation and result਍ഀ by: (i) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS਍ഀ §24-105-102(6)), or (ii) under CRS §24-105-102(6), exercising the debarment protest and appeal rights਍ഀ provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal of the debarment and਍ഀ reinstatement of Contractor, by the Executive Director, upon showing of good cause.਍ഀ CDPHE Version 1.0 (4/04) Page 14 of 17 Revised: 4/3/09਍ഀ SPECIAL PROVISIONS਍ഀ These Special Provisions apply to all contracts except where noted in italics.਍ഀ 1. CONTROLLER'S APPROVAL. CRS §24-30-202(1). This contract shall not be valid until it has been approved by਍ഀ the Colorado State Controller or designee.਍ഀ 2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal year਍ഀ are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.਍ഀ 3. GOVERNMENTAL IMMUNITY. No term or condition of this contract shall be construed or interpreted as a waiver,਍ഀ express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado਍ഀ Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 1346(b) and 2671 et਍ഀ seq., as applicable now or hereafter amended.਍ഀ 4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and not਍ഀ as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee਍ഀ of the State. Contractor and its employees and agents are not entitled to unemployment insurance or workers਍ഀ compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for਍ഀ Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its਍ഀ employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when਍ഀ due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract. Contractor਍ഀ shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as਍ഀ expressly set forth herein. Contractor shall (a) provide and keep in force workers' compensation and unemployment਍ഀ compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c)਍ഀ be solely responsible for its acts and those of its employees and agents.਍ഀ 5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws, rules, and਍ഀ regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair਍ഀ employment practices.਍ഀ 6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the਍ഀ interpretation, execution, and enforcement of this contract. Any provision included or incorporated herein by reference਍ഀ which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by਍ഀ reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or਍ഀ enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision਍ഀ rendered null and void by the operation of this provision shall not invalidate the remainder of this contract, to the extent਍ഀ capable of execution.਍ഀ 7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra-਍ഀ judicial body or person- Any provision to the contrary in this contact or incorporated herein by reference shall be null and਍ഀ void.਍ഀ 8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable਍ഀ under this contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of਍ഀ federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term਍ഀ of this contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to਍ഀ prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the਍ഀ State may exercise any remedy available at law or in equity or under this contract, including, without limitation,਍ഀ immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing਍ഀ restrictions.਍ഀ 9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50-507. The਍ഀ signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in਍ഀ the service or property described in this contract. Contractor has no interest and shall not acquire any interest, direct or਍ഀ indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall਍ഀ not employ any person having such known interests.਍ഀ 10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental agreements]਍ഀ Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept਍ഀ CDPHE Version 1.0 (4/04) Page 15 of 17 Revised: 4/3/09਍ഀ 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.਍ഀ 11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the਍ഀ offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored਍ഀ projects, intergovernmental agreements, or information technology services or products and services] Contractor਍ഀ certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform਍ഀ work under this contract and will confirm the employment eligibility of all employees who are newly hired for਍ഀ employment in the United States to perform work under this contract, through participation in the E-Verify Program਍ഀ or the Department program established pursuant to CRS §8-17.5-102(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 Department program procedures਍ഀ to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the਍ഀ subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a਍ഀ subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the਍ഀ subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of਍ഀ receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation,਍ഀ undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor਍ഀ participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of਍ഀ Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined਍ഀ the legal work status of such employee, and shall comply with all of the other requirements of the Department਍ഀ program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the਍ഀ contracting State agency, institution of higher education or political subdivision may terminate this contract for਍ഀ breach and, if so terminated, Contractor shall be liable for damages.਍ഀ 12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person਍ഀ eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen਍ഀ or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of਍ഀ CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to਍ഀ the effective date of this contract.਍ഀ Revised 1-1-09਍ഀ CDPHE Version 1.0 (4/04) Page 16 of 17 Revised: 4/3/09਍ഀ 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:਍ഀ BILL RITTER, JR. GOVERNOR਍ഀ Town of Vail਍ഀ Legal Name of Contracting Entity਍ഀ 840571385਍ഀ Signature of Authorized Officer਍ഀ By਍ഀ For Executive Director਍ഀ Department of Public Health and Environment਍ഀ Signatory avers to the State Controller or delegate that਍ഀ Contractor has not begun performance or that a Statutory਍ഀ Violation waiver has been requested under Fiscal Rules਍ഀ Print Name of Authorized Officer਍ഀ Print Title of Authorized Officer਍ഀ Department Program Approval:਍ഀ By਍ഀ LEGAL REVIEW:਍ഀ COLORADO DEPARTMENT OF LAW਍ഀ OFFICE OF THE ATTORNEY GENERAL਍ഀ By਍ഀ ALL CONTRACTS MUST BE APPROVED 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 CONTROLLER:਍ഀ David J. McDermott, CPA਍ഀ By਍ഀ []Kevin Edwards []Yvonne Anderson []Robert Jaros []Donald Rieck਍ഀ Date਍ഀ CDPHE Version 1.0 (4/04) Page 17 of 17 Revised: 4/3/09਍ഀ e਍ഀ EXHIBIT A਍ഀ ADDITIONAL PROVISIONS਍ഀ To Contract Dated 04/20/2009 - Contract Routing Number 10 FFA 00002਍ഀ These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above.਍ഀ To receive compensation under this Contract, the Contractor shall submit a signed quarterly Invoice/Cost਍ഀ Reimbursement Statement. A sample Invoice/Cost Reimbursement Statement is attached hereto as਍ഀ Attachment A and incorporated herein by this reference. An Invoice/Cost Reimbursement Statement must਍ഀ be submitted within fifteen (15) calendar days of the end of the billing period for which services were਍ഀ rendered. Expenditures shall be in accordance with the Statement of Work attached hereto as Exhibit B਍ഀ and incorporated herein and in accordance with the work requirements outlined in Attachment B-1 and਍ഀ Attachment B-2. These items may include, but are not limited to, the Contractor's salaries, fringe benefits,਍ഀ supplies, travel, operating, indirect costs which are allowable, and other allocable expenses related to its਍ഀ performance under this Contract.਍ഀ Invoice/Cost Reimbursement Statements shall: 1) reference this Contract by its contract routing number,਍ഀ which number is located on page one of this Contract; 2) state the applicable performance dates; 3) state the਍ഀ names of payees; 4) include a brief description of the services performed during the relevant performance਍ഀ dates; 5) describe the incurred expenditures if reimbursement is allowed and requested; and, 6) show the਍ഀ total requested payment. Payment during the initial, and any renewal or extension, term of this Contract਍ഀ shall be conditioned upon affirmation by the State that all services were rendered by the Contractor in਍ഀ accordance with the terms of this Contract. Invoice/Cost Reimbursement Statements shall be sent to:਍ഀ Beth Williams਍ഀ Consumer Protection Division਍ഀ Administration਍ഀ Colorado Department of Public Health and Environment਍ഀ CPD-B2਍ഀ 4300 Cherry Creek Drive South਍ഀ Denver, CO 80246਍ഀ To be considered for payment, billings for payments pursuant to this Contract must be received within a਍ഀ reasonable time after the period for which payment is requested; but in no event no later than sixty (60)਍ഀ calendar days after the relevant performance period has passed. Final billings under this Contract must be਍ഀ received by the State within a reasonable time after the expiration or termination of this Contract; but in no਍ഀ event no later than sixty (60) calendar days from the effective expiration or termination date of this਍ഀ Contract.਍ഀ Unless otherwise provided for in this Contract, "Local Match" shall be included on all billing statements, in਍ഀ the column provided therefore, as required by the funding source.਍ഀ The Contractor shall not use federal funds to satisfy federal cost sharing and matching requirements unless਍ഀ approved in writing by the appropriate federal agency.਍ഀ Health Insurance Portability and Accountability Act (HIPAA) Business Associate Determination. The਍ഀ State has determined that this contract does not constitute a Business Associate relationship under HIPAA.਍ഀ To be attached to CDPHE Page 1 of 2 Revised: 4/1/04਍ഀ Version 1.0 (4/04) contract template਍ഀ EXHIBIT A਍ഀ 3. The State may increase or decrease the quantity of goods/services described in Exhibit B, Attachment B-1਍ഀ and attachment B-2 based upon the rates established in the Contract. If the State exercises the option, it਍ഀ shall provide written notice to Contractor at least 30 days prior to the end of the current contract term in a਍ഀ form substantially equivalent to Exhibit D. Delivery/performance of the goods/services shall continue at਍ഀ the same rates and terms. If the State exercises this option to increase, the provisions of the Option Letter਍ഀ shall become part of and be incorporated into the original Contract.਍ഀ To be attached to CDPHE Page 2 of 2 Revised: 4/1/04਍ഀ Version 1.0 (4/04) contract template਍ഀ EXHIBIT B਍ഀ STATEMENT OF WORK AND BUDGET਍ഀ To Contract Dated 04/20/2009 - Contract Routing Number 10 FFA 00002਍ഀ These provisions are to be read and interpreted in conjunction with the provisions of the Contract speciried above.਍ഀ STATEMENT OF WORK਍ഀ 1. The Contractor shall provide community Consumer Protection Services, which services shall include, but਍ഀ are not limited to: the sanitary regulation (including product sampling) of retail food establishments,਍ഀ schools, child care centers, summer camps, mobile home parks, campgrounds, motels and hotels;਍ഀ responding to environmental health emergencies, as defined by the State, in its service area; and the਍ഀ completion of reasonable requests by the State to provide assistance in various program activities. The਍ഀ Contractor shall provide these services in compliance with the State "Food Protection Act" as set forth in਍ഀ "Delegation of the Food Protection Act and Information Reporting", incorporated herein by this reference,਍ഀ made a part hereof, and attached hereto as Attachment B-1.਍ഀ 2. From July 1 through June 30 of each year of this Contract, the Contractor shall complete the following਍ഀ activities in its service area:਍ഀ a. Two (2) inspections, when required, for all retail food establishments, or according to a risk਍ഀ assessment protocol established by the State;਍ഀ b. One (1) inspection of all schools that contain a laboratory or shop;਍ഀ c. One (1) inspection of each child care center;਍ഀ d. One (1) inspection of each summer camp;਍ഀ e. An inspection, in a timely manner, of any mobile home park, campground, motel or hotel after the਍ഀ Contractor receives a complaint of any such facility;਍ഀ f. Review of all submitted plans in a timely manner;਍ഀ g. Collect one (1) sample of each: hamburger or ground beef and sausage produced by each retail਍ഀ market at least once every five (5) years and submit that sample to the Colorado Department of਍ഀ Public Health and Environment, Laboratory Services Division; and਍ഀ h. One (1) inspection of all schools that do not contain a laboratory or shop at least once every three਍ഀ (3) years.਍ഀ On or after the effective date of this Contract all persons employed by the Contractor to complete its duties਍ഀ and obligations under this Contract, shall meet the minimum qualifications established by the State's਍ഀ Department of Public Health and Environment, Consumer Protection Division. These minimum standards਍ഀ are contained in the State's "Procedure for Administering the City/County Environmental Health Program,"਍ഀ which is incorporated herein by this reference, made a part hereof, and attached hereto as Attachment 13-2.਍ഀ If the Contractor cannot determine if an employee or applicant meets the minimum qualifications for਍ഀ education or experience, then the Contractor shall submit an employee's credentials or an applicant's਍ഀ application to the State for review and approval prior to employment under this contract.਍ഀ 4. The Contractor shall input all completed inspection reports into the Digital Health Department provided by਍ഀ the Consumer Protection Division within five (5) working days after the last day of each month for all਍ഀ services covered by this contract.਍ഀ 5. Should the Contractor be unable to fulfill its duties under this Task Order, then the Contractor shall਍ഀ transmit to the Colorado Department of Revenue one-twelfth of the total amount of annual license fees਍ഀ collected, per each month that the duties delegated pursuant to 25-4-1604 (1)(i) are not performed.਍ഀ Page I of 2਍ഀ EXHIBIT B਍ഀ BUDGET਍ഀ 1. In consideration of those services satisfactorily and timely performed by the Contractor under this Contract,਍ഀ the State shall cause to be paid to the Contractor a sum not to exceed FIFTY-EIGHT THOUSAND NINE਍ഀ HUNDRED THIRTY-FIVE AND 95/100 DOLLARS ($58,935.95) as follows:਍ഀ a. Year], FY 10: $11,787.19਍ഀ b. Year 2, FY 11: $11,787.19਍ഀ c. Year 3, FY 12: $11,787.19਍ഀ d. Year 4, FY 13: $11,787.19਍ഀ e. Year 5, FY 14: $11,787.19਍ഀ f. Should less than 90% of the contract work be completed in any of the contract years, one-twelfth਍ഀ (1/12) of the annual contract remittance will not be paid to Contractor in the last quarter of that਍ഀ contract year.਍ഀ Page 2 of 2਍ഀ Y਍ഀ EXHIBIT C਍ഀ DEPARTMENT OR AGENCY NAME਍ഀ COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT਍ഀ (ADD PROGRAM NAME HERE)਍ഀ DEPARTMENT OR AGENCY NUMBER਍ഀ ਍ഀ CONTRACT ROUTING NUMBER਍ഀ LIMITED AMENDMENT਍ഀ This Limited Amendment is made this day of 200*, by and between the State of Colorado, acting਍ഀ by and through the DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT, whose address or principal਍ഀ place of business is 4300 Cherrv Creek Drive South, Denver. Colorado 80246, hereinafter referred to as the਍ഀ "State"; and, LEGAL NAME OF ENTITY, (legal type of entityl, whose address or principal place of business is਍ഀ Street Addren. City. State & Zin Coda, hereinafter referred to as the "Contractor".਍ഀ FACTUAL RECITALS਍ഀ The parties entered into a contract dated with contract encumbrance number PO਍ഀ and contract routing number whereby the Contractor was to provide to the State the਍ഀ following:਍ഀ [briefly describe what the Contractor was to do under the original contract - indent this paragraph]਍ഀ [Please choose one of the following four options and then delete this heading and the other three options not਍ഀ selected:]਍ഀ The State promises to [choose one and delete the other] increase/decrease the amount of funds to be paid to the਍ഀ Contractor by Dollars, (S*.**) during the current term of the Original Contract in exchange for the਍ഀ promise of the Contractor to perform the [choose one and delete the other] increased/decreased work under the਍ഀ Original Contract.਍ഀ The State promises to pay the Contractor the sum of Dollars, (:S*.**) in exchange for the promise of਍ഀ the Contractor to continue to perform the work identified in the Original Contract for the renewal term of਍ഀ years/months, ending on਍ഀ The State promises to ]choose one and delete the otherlincrease/decrease the amount of funds to be paid to the਍ഀ Contractor by Dollars, LS*.**) for the renewal term of (choose one and delete the਍ഀ otherlyears/months, ending on in exchange for the promise of the Contractor to perform the਍ഀ ]choose one and delete the otherlinereased/decreased specifications to the Scope of Work described herein.਍ഀ The State hereby exercises a "no cost" change to the linsert those that apply and delete those that don't budget,਍ഀ specifications within the Scope of Work, project management/manager identification, notice address or਍ഀ notification personnel, or performance period within the (choose one and delete the other]current term of the਍ഀ Original Contract or renewal term of the Original Contract.਍ഀ NOW THEREFORE, in consideration of their mutual promises to each other, stated below, the parties hereto agree਍ഀ as follows:਍ഀ Consideration for this Limited Amendment to the Original Contract consists of the payments and services਍ഀ that shall be made pursuant to this Limited Amendment, and promises and agreements herein set forth.਍ഀ 2. It is expressly agreed to by the parties that this Limited Amendment is supplemental to the original਍ഀ Page 1 of 4਍ഀ contract, contract routing number I insert the following language here if previous਍ഀ amendment(s), renewal(s) have been processedlas amended by (include all previous amendment(s),਍ഀ renewal(s) and their routing numbersl, linsert the following word here if previous amendment(s),਍ഀ renewal(s) have been processed] collectively referred to herein as the Original Contract, which is by this਍ഀ reference incorporated herein. All terms, conditions, and provisions thereof, unless specifically modified਍ഀ herein, are to apply to this Limited Amendment as though they were expressly rewritten, incorporated, and਍ഀ included herein.਍ഀ It is expressly agreed to by the parties that the Original Contract is and shall be modified, altered, and਍ഀ changed in the following respects only:਍ഀ A. [Use this paragraph when changes to the funding level of the Original Contract occur਍ഀ during the current term of the Original Contract]This Limited Amendment is issued pursuant਍ഀ to paragraph of the Original Contract identified by contract routing number਍ഀ This Limited Amendment is for the current term of through and including਍ഀ The maximum amount payable by the State for the work to be performed by਍ഀ the Contractor during this current term is [choose one and delete the਍ഀ other[ increased/decreased by Dollars, LS*.**J for an amended total financial਍ഀ obligation of the State of DOLLARS. [delete any portion of this sentence਍ഀ that is not applicable]The revised specifications to the original Scope of Work and the revised਍ഀ Budget, if any, are incorporated herein by this reference and identified as "Attachment or਍ഀ Exhibit and "Attachment or Exhibit The Original Contract is modified accordingly. All਍ഀ other terms and conditions of the Original Contract are reaffirmed.਍ഀ A. [Use this paragraph when the Original Contract will be renewed for another term]This਍ഀ Limited Amendment is issued pursuant to paragraph of the Original Contract identified by਍ഀ contract routing number This Limited Amendment is for the renewal term of਍ഀ through and including The maximum amount payable਍ഀ by the State for the work to be performed by the Contractor during this renewal term is਍ഀ Dollars, LS*.**) for an amended total financial obligation of the State of਍ഀ DOLII..ARS. W This is -an ttfioost one and delete tht otlitTJintYtastldttrtast of਍ഀ Dollarsd;*.**l of the amount payable from the previous term. [delete any portion਍ഀ of this sentence that is not applicablelThe revised specifications to the original Scope of Work਍ഀ and revised Budget, if any, for this renewal term are incorporated herein by this reference and਍ഀ identified as "Attachment or Exhibit and "Attachment or Exhibit The Original Contract਍ഀ is modified accordingly. All other terms and conditions of the Original Contract are reaffirmed.਍ഀ A. Use this paragraph when there are "no cost changes" to the Budget, the specifications਍ഀ within the original Scope of Work, allowable contract provisions as noted, or performance਍ഀ period.]This Limited Amendment is issued pursuant to paragraph of the Original Contract਍ഀ identified by contract routing number This Limited Amendment [choose those਍ഀ that apply and delete those that don't[modifies the Budget in lidentify location in contract],਍ഀ modifies the specifications to the Scope of Work in [identify location in contract], modifies਍ഀ the project management/manager identification in lidentifv location in contract], modifies਍ഀ the notice address or notification personnel in lidentifv location in contractl, modifies the਍ഀ period of performance in [identify location in contract] of the Original Contract. The revised਍ഀ Ichoose those that apply and delete those that don't[Budget, specifications to the original਍ഀ Scope of Work, project management/manager identification, notice address or notification਍ഀ personnel, or period of performance is incorporated herein by this reference and identified as਍ഀ "Attachment or Exhibit All other terms and conditions of the Original Contract are਍ഀ reaffirmed.਍ഀ 4. The effective date of this Amendment is date, or upon approval of the State Controller, or an authorized਍ഀ delegate thereof, whichever is later.਍ഀ 5. Except for the General Provisions and Special Provisions of the Original Contract, in the event of any਍ഀ Page 2 of 4਍ഀ EXHIBIT C਍ഀ f਍ഀ conflict, inconsistency, variance, or contradiction between the terms and provisions of this Amendment and਍ഀ any of the terms and provisions of the Original Contract, the terms and provisions of this Amendment shall਍ഀ in all respects supersede, govern, and control. The Special Provisions shall always control over other਍ഀ provisions of the Original Contract or any subsequent amendments thereto. The representations in the਍ഀ Special Provisions to the Original Contract concerning the absence of personal interest of state of Colorado਍ഀ employees is presently reaffirmed.਍ഀ 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.਍ഀ Page 3 of 4਍ഀ IN WITNESS WHEREOF, the parties hereto have executed this Form Amendment on the day first above written.਍ഀ * Persons signing for Contractor hereby swear and affirm that they are authorized to act on਍ഀ Contractor's behalf and acknowledge that the State is relying on their representations to that਍ഀ effect.਍ഀ CONTRACTOR:਍ഀ [LEGAL NAME OF CONTRACTOR]਍ഀ (legal type of entity)਍ഀ By:਍ഀ Name:਍ഀ Title:਍ഀ STATE:਍ഀ STATE OF COLORADO਍ഀ Bill Ritter, Jr. Governor਍ഀ By:਍ഀ For the Executive Director਍ഀ DEPARTMENT OF PUBLIC HEALTH਍ഀ AND ENVIRONMENT਍ഀ PROGRAM APPROVAL:਍ഀ By:਍ഀ ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER਍ഀ CRS 24-30-202 requires that the State Controller approve all state contracts. This limited amendment is not਍ഀ valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not਍ഀ authorized to begin performance until the contract is signed and dated below. If performance begins prior to਍ഀ the date below, the State of Colorado may not be obligated to pay for goods and/or services provided.਍ഀ STATE CONTROLLER਍ഀ David J. McDermott, CPA਍ഀ By:਍ഀ Date:਍ഀ Page 4 of 4਍ഀ SAMPLE OPTION LETTER਍ഀ Date: I State Fiscal Year: I Option Letter No. I CLIN Routing #਍ഀ 1) OPTIONS: Choose only one of the options listed below in section 2 and delete the rest.਍ഀ a. Option to renew only (for an additional term)਍ഀ b. Change in the amount of goods within current term਍ഀ c. Change in amount of goods in conjunction with renewal for additional term਍ഀ d. Level of service change within current term਍ഀ e. Level of service change in conjunction with renewal for additional term਍ഀ f. Option to initiate next phase in a contract਍ഀ EXHIBIT D਍ഀ 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below:਍ഀ a. For use with_„ptions 1(1-ei: In accordance with Section(s) of the Original Contract routing number਍ഀ between the State of Colorado, Insert Name of Department or Higher Ed Institution , and Contractors਍ഀ Name, the State hereby exercises its option for an additional term beginning Insert start date and ending on਍ഀ Insert ending date at a cost/price specified in Section , AND/OR an increase/decrease in the amount of਍ഀ goods/services at the same rate(s) as specified in Identify the Section, Schedule, Attachment, Exhibit etc.਍ഀ b. For use with Option 1(&please use I~followi X. In accordance with Section(s) of the Original਍ഀ Contract routing number between the State of Colorado, Insert Name of Department or Higher Ed਍ഀ Institution , and Contractor's Name, the State hereby exercises its option to initiate Phase indicate which਍ഀ Phase: 2, 3, 4, etc for the term beginning Insert start date and ending on Insert ending date at the cost/price਍ഀ specified in Section਍ഀ c. For use with all ODtlons I(a-fl:, The amount of the current Fiscal Year contract value is਍ഀ increased/decreased by $ amount of change to a new contract value of Insert New $ Amt to as consideration਍ഀ for services/goods ordered under the contract for the current fiscal year indicate Fiscal Year. The first਍ഀ sentence in Section is hereby modified accordingly. The total contract value including all previous਍ഀ amendments, option letters, etc. is Insert New $ Amt.਍ഀ 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or਍ഀ whichever is later.਍ഀ STATE OF COLORADO਍ഀ Bill Ritter, Jr. GOVERNOR PROGRAM APPROVAL਍ഀ Department of Public Health and Environment਍ഀ By: Lisa Ellis, Purchasing and Contracts Director By:਍ഀ Date:਍ഀ ALL GRANTS 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 CONTROLLER਍ഀ David J. McDermott, CPA਍ഀ By:਍ഀ Donald Rieck਍ഀ Date:਍ഀ Page 1 of 1਍ഀ Revised 7121/2008਍ഀ `u਍ഀ m਍ഀ I਍ഀ 1 , N਍ഀ Uf O ' ' ed਍ഀ w ~ I H u 8r਍ഀ ~ u਍ഀ 1਍ഀ W 1 ~ v ' 1oa W Q਍ഀ pl ~ o Q ~ A਍ഀ 1 pG, 8 A c{਍ഀ 7 W ~ H '਍ഀ o ~਍ഀ d ~਍ഀ U਍ഀ 16਍ഀ w 1 1 - Q, ~਍ഀ w਍ഀ s਍ഀ 1 Y਍ഀ .r਍ഀ o roA ~ p w o ~਍ഀ too਍ഀ 4 0 4•' c o Z7 a A਍ഀ 00 ~ ca਍ഀ U `4 o U ~ UU ~ A਍ഀ o C~ r,~ v, ~ p. ~ r r਍ഀ p ° p1 A d i਍ഀ O~ A W਍ഀ W W~ 1਍ഀ w L਍ഀ ge.਍ഀ w਍ഀ O਍ഀ ►i਍ഀ ATTACHMENT B-1਍ഀ DELEGATION OF THE "FOOD PROTECTION ACT" AND INFORMATION REPORTING਍ഀ To Contract Dated 04/20/2009- Contract Routing Number 10 FFA 00002਍ഀ These provisions are to be read and interpreted in conjunction with the provisions of the Contract specified above.਍ഀ DELEGATION OF THE FOOD PROTECTION ACT AND INFORMATION REPORTING਍ഀ This document is to clarify the roles of the Colorado Department of Public Health and Environment, Consumer਍ഀ Protection Division, and the Contractor, as regards the delegation of responsibilities under the "Food Protection਍ഀ Act", C.R.S. 25-4-1604 (a), (c), (d), (e), and (h) to the Contractor, from the Colorado Department of Public Health਍ഀ and Environment (CDPHE), Consumer Protection Division (CPD) and the reporting of information by the਍ഀ Contractor to the CDPHE, CPD.਍ഀ As regards the delegation of the "Food Protection Act", the Contractor is to:਍ഀ 1. Grant or refuse licenses and certificates of license pursuant to C.R.S. 254-1606, or to suspend or revoke਍ഀ licenses and certificates of license pursuant to C.R.S. 254-1609.਍ഀ 2. Hear and determine all complaints against licensees or grantees of certificates of license and administer਍ഀ oaths and issue subpoenas to require the presence of any person necessary to the determination of any such਍ഀ hearing.਍ഀ 3. Use and require compliance with the "Food Protection Act," C.R.S. 254-16 et seq: , the "Colorado Retail਍ഀ Food Establishment Rules and Regulations," 6 CCR 1010-2, and all other documents issued by CDPHE਍ഀ which are used to clarify interpretation of the law, rules and regulations.਍ഀ 4. Enter retail food establishments during business hours and at other times during which activity is evident to਍ഀ conduct inspections and other interventions related to food safety and protection of public health.਍ഀ 5. Review and approve Hazard analysis Critical Control Point (HACCP) plans submitted for evaluation to਍ഀ verify and ensure that food handling risks are reduced to prevent foodborne illness outbreaks.਍ഀ In regards to the reporting of information and other activities, the Contractor is to:਍ഀ 1. Report in aggregate, in a mutually agreeable format, to CPD, for a calendar year:਍ഀ a. The number of inspections conducted;਍ഀ b. If critical items identified on retail food establishment inspections were corrected;਍ഀ c. Whether the required inspection frequency was met; and਍ഀ d. The number of enforcement actions taken to obtain compliance in retail food establishments.਍ഀ The required inspection frequency is dependent upon which method is used as outlined in Section 11-201਍ഀ of the "Colorado Retail Food Establishment Rules and Regulations."਍ഀ 2. Have performance measures to assure that employees cite critical item violations on retail food inspections਍ഀ and take the appropriate measures to ensure that these violations are corrected. Such performance਍ഀ measures are to be developed and used by the Contractor.਍ഀ 3. Report to CPD the number of foodborne illness complaints received and the number of foodborne illness਍ഀ outbreaks that occur. The format and frequency of the reports shall be a format and frequency mutually਍ഀ agreeable to the CPD and the Contractor.਍ഀ 4. Have one employee, who meets the eligibility requirements, apply for retail food establishment਍ഀ Standardization through the CPD.਍ഀ 5. Report annually, in aggregate, the frequency of inspections conducted for child care centers and indicate਍ഀ whether the required inspection frequencies for each program have been met. The format of the reports਍ഀ shall be a format mutually agreeable to the CPD and the Contractor.਍ഀ Page 1 of 2਍ഀ ATTACHMENT B-1 s਍ഀ In regards to the delegation of the "Food Protection Act" and the reporting of information, CPD will:਍ഀ I . Provide statewide interpretation and technical assistance relative to the "Colorado Retail Food਍ഀ Establishment Rules and Regulations" and food safety and sanitation.਍ഀ 2. Provide standardization to Contractor personnel.਍ഀ 3. Provide training seminars for retail food inspectors.਍ഀ 4. Provide equipment review, product review, and other services necessary to assure the uniform਍ഀ interpretation and application of the rules promulgated under C.R.S. 25-4-16 et seq.਍ഀ 5. Provide the format and frequency needed to report the number of inspections conducted, if critical items਍ഀ identified on retail food establishment inspections were corrected, whether the required inspection਍ഀ frequencies were met, and the number of enforcement actions taken to obtain compliance in retail food਍ഀ establishments. The format and frequency shall be a format and frequency mutually agreeable to the CPD਍ഀ and the Contractor.਍ഀ 6. Provide the format and frequency needed to report the number of foodborne illness complaints received and਍ഀ the number for foodborne illness outbreaks that occur. The format and frequency shall be a format and਍ഀ frequency mutually agreeable to the CPD and the Contractor.਍ഀ 7. Provide the format and the frequency for reporting the number of inspections conducted for child care਍ഀ centers and determine whether the required inspection frequencies for the program have been met. The਍ഀ format and frequency shall be a format and frequency mutually agreeable to the CPD and the Contractor.਍ഀ 8. Disseminate information relative to food safety to local agencies, industry organizations, academia, and਍ഀ others when necessary.਍ഀ 9. Share statewide the data collected by CPD and the Contractor relative to this document.਍ഀ 10. Periodically review the Contractor for compliance with responsibilities as stated herein.਍ഀ Page 2 of 2਍ഀ C਍ഀ ATTACHMENT B-2਍ഀ PROCEDURES FOR ADMINISTERING THE CITY/COUNTY ENVIRONMENTAL HEALTH਍ഀ PROGRAM਍ഀ To Contract Dated 04/20/2009- Contract Routing Number 10 FFA 00002਍ഀ These provisions are to be read and interpreted in conjunction with the provisions of the Contract specified above.਍ഀ PROCEDURE OF ADMINISTERING THE CITY/COUNTY ENVIRONMENTAL HEALTH PROGRAM਍ഀ 1. Additional Programs਍ഀ a. Before any local entity is approached about entering into the City/County Environmental Health਍ഀ Program, the Colorado Department of Public Health and Environment, Consumer Protection Division਍ഀ (CPD) will establish a list of target counties. These target counties will be selected by considering਍ഀ workload, geographic proximity to direct-service work areas and available environmental health਍ഀ officer funds.਍ഀ b. Presentations to local entities describing the City/County Environmental Health Program will include਍ഀ the benefits to the local entities, as well as the requirements of the contract, including the workload,਍ഀ personnel qualifications, functions to be conducted, reporting and contract enforcement procedures.਍ഀ 2. Budget Procedures਍ഀ CPD will be responsible for administering the budget. This administration will include the drafting and਍ഀ approval of contracts, approval for payment and any necessary cancellations or modifications. CPD will be਍ഀ responsible for notifying local entities of any actions contemplated, or correspondence concerning performance.਍ഀ 3. Standards for Staffing Counties਍ഀ Funding will be based on the number of required annual inspections using the Work Formula Table below. The਍ഀ percentage that each county's required number of inspections represents of the total amount required for all਍ഀ counties participating in the program will be determined. This will be the percentage of available legislative਍ഀ appropriated funds that a county will receive for the successful completion of their required inspections.਍ഀ Reimbursement will be paid on a quarterly basis.਍ഀ Program਍ഀ Retail Food Inspection਍ഀ Child Care Centers਍ഀ Meat Samples਍ഀ Schools with Labs and/or Shops਍ഀ Schools without Labs or Shops਍ഀ Summer Camps਍ഀ Motels and Hotels਍ഀ Mobile Home Parks਍ഀ WORK FORMULA TABLE਍ഀ I Required Number of Inspections Per Year਍ഀ I 2 or a frequency determined by risk਍ഀ I 1਍ഀ I Once/5 years਍ഀ I 1਍ഀ Once/3 years਍ഀ I 1਍ഀ I. Upon complaint only਍ഀ I Upon complaint only਍ഀ 4. Environmental Health Officer Qualifications਍ഀ a. Any governmental agency entering into a contract with the Colorado Department of Public Health and਍ഀ Environment (CDPHE) must employ an individual as the lead environmental health officer who਍ഀ possesses at least a BS degree in environmental health, or in a closely associated field, and at least two਍ഀ years of field experience in general environmental health programs. An MPH may be substituted for਍ഀ one year of field experience.਍ഀ b. CDPHE will enter into contracts with entities that employ environmental health officers or technicians਍ഀ without two years field experience or that do not possess a Bachelors of Science degree, if the਍ഀ individual works under the direction and supervision of an environmental health officer with the਍ഀ qualifications listed in 4.a. above.਍ഀ Page 1 of 3਍ഀ ਍ഀ ATTACHMENT B-2਍ഀ Training and Evaluation of Environmental Health Officers Performance਍ഀ a. CDPHE will conduct an annual retail food sanitation seminar and an advanced food safety seminar for਍ഀ the benefit of the Contractor's and other local public health agency's environmental health officers.਍ഀ b. When possible, CDPHE will arrange a seminar in conjunction with the US Food and Drug਍ഀ Administration's annual training course conducted in at least one area of Consumer Protection਍ഀ Services.਍ഀ c. All of Contractor's environmental health officers, who are eligible, will make application to become਍ഀ standardized in the retail food sanitation program. Contractor's environmental health officers who are਍ഀ eligible for standardization must: 1) be routinely engaged in retail food protection program work.਍ഀ 2) Have job responsibility for standardization of other regulatory personnel, if applicable. 3) Have਍ഀ successfully completed within the preceding two (2) years at least 20 contact hours of formal training਍ഀ in the application of food science and related studies such as microbiology, epidemiology, regulations,਍ഀ plan review or Hazard Analysis Critical Control Point (HACCP) principles. 4) Have one or more the਍ഀ following prerequisites: at least 18 months of full-time experience in Colorado retail food਍ഀ establishment inspections; or at least 100 retail food establishment inspections performed with the past਍ഀ three (3) years, including enforcement, training and/or consultation inspections.਍ഀ d. CPD will endeavor to obtain the capability to standardize Contractor's environmental health officers in਍ഀ retail food sanitation and to accompany Contractor's environmental health official representatives਍ഀ approximately one (1) week each year in the field to critique performance.਍ഀ e. CPD will put all of Contractor's inspectional data in connection with the work Contractor performs਍ഀ under this Contract on CPD's computerized data system and will provide quarterly reports.਍ഀ f. CPD will attempt to conduct a survey of the Contractor's retail food sanitation program at intervals of਍ഀ once every six (6) years.਍ഀ 6. Required Equipment਍ഀ a. The following equipment must be secured and used by the Contractor's environmental health officer਍ഀ performing the inspections: thermocouple or probe-type thermometer, maximum registering਍ഀ thermometer or temperature-sensitive tape(s), chemical test kits/papers, flashlight, and alcohol swabs.਍ഀ b. The following equipment is optional and would be beneficial in assisting the Contractor's਍ഀ environmental health officer in performing the inspections: light meter, pressure gauge, measuring਍ഀ tape, time-temperature data logger, pH meter, water activity meter and camera.਍ഀ Contract Assurance਍ഀ a. CPD will utilize inspection inventories, computerized data reports, inspection records, and field਍ഀ evaluations to determine contract compliance.਍ഀ b. Contractor will maintain accuracy of its existing inventory in Digital Health Department provided by਍ഀ the Consumer Protection Division.਍ഀ c. Following the first quarter of each contract year, CPD will review records showing the percentage of਍ഀ contract completion for each program. Should a program accomplish less than 18% of the required਍ഀ contract work, the Contractor will be notified verbally of the fact. The Contractor's will also be਍ഀ informed of the deficiency in writing, and of the Department's concern relative to contract completion.਍ഀ d. Following the second quarter of each contract year, CPD will review records showing the percentage਍ഀ of contract completion for each program. Should a program accomplish less than 35% of the required਍ഀ contract work during the first half of the contract year, the Contractor will be notified verbally of the਍ഀ potential problem, followed by written notification.਍ഀ e. Following the third quarter of each contract year, CPD will again review records showing the਍ഀ percentage of contract completion for each program. Should a program accomplish less than 60% of਍ഀ the required contract work during the first three quarters of the contract year, the Contractor will be਍ഀ notified verbally and in writing. A meeting with the Contractor will be suggested to discuss the matter.਍ഀ f. Following the fourth quarter of each contract year, CPD will review records showing the percentage of਍ഀ contract completion for each program. Should the Contractor accomplish less than 90% of the਍ഀ mandatory contract work, the Contractor will be notified verbally and in writing that reimbursement਍ഀ for the final month of the current contract period will not be remitted.਍ഀ g. Any program that has not accomplished at least 60% of the required work during the first three (3)਍ഀ quarters of the contract period may be offered a contract for the following year. However, the਍ഀ Contractor will be notified, in writing, that CDPHE will cancel the contract after the first quarter of the਍ഀ Page 2 of 3਍ഀ b, . ATTACHMENT B-2਍ഀ new contract period if at least 20% of the required contract work is not completed. If 20% of the਍ഀ contract work is not accomplished during the first quarter, CPD will notify the Contractor in writing਍ഀ that the contract will be canceled thirty (30) days following the date of the notification. If 20% of the਍ഀ contract is accomplished during the first quarter, CPD will notify the Contractor in wiring that the਍ഀ contract will continue on the basis of the performance criteria established the previous year. Regulated਍ഀ establishments that have discontinued operations during the year will not be deemed to have been਍ഀ included in the contract workload. New establishments will be considered on the basis of the date਍ഀ operations began.਍ഀ h. If a program that has been subject to the terms of these operational criteria the previous year fails to਍ഀ accomplish at least 60% of the required contract work within the first three quarters of a second਍ഀ consecutive contract period, the Contractor will be notified in writing, by CPD, that a contract will not਍ഀ be offered for the next contract period.਍ഀ L Obvious failure to carry out the provisions or mandates of established laws or regulations and਍ഀ interpretations thereof governing establishments regulated under the contract will also be deemed਍ഀ sufficient reason for not renewing a contract.਍ഀ j. The quality of work performed will be determined by CPD, utilizing service data, inspection records,਍ഀ and field evaluation.਍ഀ k. Should CPD find that a Contractor is not performing the Contract functions properly, the Contractor਍ഀ will be notified accordingly, and appropriate field training will be scheduled. A Contractor will be਍ഀ deemed to be not performing adequately if the Contractor is not documenting violations appropriately਍ഀ on the inspection report form.਍ഀ 1. Three (3) months following field training, the performance of the Contractor's inspectional personnel਍ഀ will be evaluated again. If improvement has not been made, the Contractor will be notified in writing਍ഀ that performance requires improvement.਍ഀ in. Six (6) months following field training, the performance of the Contractor's inspectional personnel will਍ഀ be evaluated again. If improvement has not been made, CPD will notify the Contractor in writing that਍ഀ the Contract will be canceled thirty (30) days following notification.਍ഀ Billing Procedures਍ഀ a. At the end of each contract quarter, the Contractor will complete the Invoice/Cost Reimbursement਍ഀ Statement form, attached to this Contract at Attachment A, and submit it to CPD.਍ഀ b. CPD will review the Invoice/Cost Reimbursement Statement form for completeness and accuracy of਍ഀ reimbursement cost. CPD will review office records to determine if required inspection reports have਍ഀ been received.਍ഀ c. The Contractor shall input all inspection reports into Digital Health Department provided by the਍ഀ Consumer Protection Division within five (5) working days after the last day of each month for all਍ഀ services covered by this contract.਍ഀ d. If the Invoice/Cost Reimbursement Statement form is complete and reports have been received, CPD਍ഀ will remit payment to the Contractor.਍ഀ e. Failure to submit required inspection reports for a period of three (3) consecutive months will result in਍ഀ contract cancellation.਍ഀ Page 3 of 3਍ഀ