HomeMy WebLinkAbout2009-19 IGA with CO Department of Health and Environment regarding the Authorization to Provide Community Consumer Protection ServicesRESOLUTION NO. 19ഀ
Series of 2009ഀ
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THEഀ
TOWN OF VAIL, COLORADO AND THE STATE OF COLORADO DEPARTMENT OF PUBLICഀ
HEALTH AND ENVIRONMENT REGARDING THE AUTHORIZATION TO PROVIDEഀ
COMMUNITY CONSUMER PROTECTION SERVICES; AND SETTING FORTH DETAILS INഀ
REGARD THERETO.ഀ
WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Coloradoഀ
is a home rule municipal corporation duly organized and existing under the laws of the State ofഀ
Colorado and the Town Charter (the "Charter"); andഀ
WHEREAS, the members of the Town Council of the Town (the "Council") have beenഀ
duly elected and qualified; andഀ
WHEREAS, the Town and the Colorado Department of Public Health and Environmentഀ
(the "CDPHE") wish to enter into an Intergovernmental Agreement ("IGA") authorizing the Townഀ
to provide community Consumer Protection Services, including but not limited to the regulation ofഀ
retail food establishments, schools, child care centers summer camps, campgrounds, motels andഀ
hotels; andഀ
WHEREAS, the Town Council finds and determines that the public health, safety, andഀ
welfare will be served by the adoption of this Resolution.ഀ
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OFഀ
VAIL, COLORADO THAT:ഀ
Section 1. The Council hereby approves and authorizes the Town Manager to enterഀ
into the IGA with CDPHE, in substantially the same form as attached hereto as Exhibit A and inഀ
a form approved by the Town Attorney, for the authorization to provide Consumer Protectionഀ
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 ofഀ
the Town of Vail held this 16th day of June, 2009.ഀ
Richard Clevela~idഀ
Town Mayorഀ
T T: ~rol~:.....,.; Iഀ
ALrele4Donalasn, SEALഀ
Jerkഀ
Resolution No. 17, Series 2009ഀ
_.vഀ
DEPARTMENT OF PUBLIC HEALTHഀ
AND ENVIRONMENTഀ
ROUTING NO. 10 FFA 00002ഀ
INTERGOVERNMENT CONTRACTഀ
STATE:ഀ
CONTRACTOR:ഀ
State of Colorado for the use & benefit of theഀ
Department of Public Health and Environmentഀ
Consumer Protection Divisionഀ
4300 Cherry Creek Drive Southഀ
Denver, CO 80246ഀ
CONTRACT MADE DATE:ഀ
04/15/2009ഀ
PO/SC ENCUMBRANCE NUMBER:ഀ
PO FFA CPD1000002ഀ
TERM:ഀ
This contract shall be effective upon approvalഀ
by the State Controller, or designee, or onഀ
07/01/2009, whichever is later. The contractഀ
shall end on 06/30/20014.ഀ
PROCUREMENT MEIHOD..ഀ
Exemptഀ
BID/RFY/IIST PRICE AGRREMENT NUMBERഀ
Not Applicableഀ
Town of Vailഀ
75 South Frontage Roadഀ
Vail, CO 81657ഀ
CONTRACTOR ENTITY TYPE:ഀ
Political Subdivisionഀ
840571385ഀ
BILLING STATEMENTS RECEIVED:ഀ
Quarterlyഀ
STATUTORY AUTHORITY:ഀ
Not Applicableഀ
CONTRACT PRICE NOT TO EXCEED:ഀ
$58,935.95ഀ
FEDERAL FUNDING DOLLARS: $0.00ഀ
STATE FUNDING DOLLARS: $58,935.95ഀ
MAXIMUM AMOUNT AVAILABLE PER FISCAL. YEAR.ഀ
FY 10: $11,787.19 FY 13: $11,787.19ഀ
FY 11: $11,787.19 FY 14: $11,787.19ഀ
FY 12: $11,787.19ഀ
LAW SPECIFIED VENDOR STATUTE PRICE STRUCIUREഀ
Not Applicable Fixed Priceഀ
STATE REPRESENTATIVE CONTRACTOR REPRESENTATIVEഀ
Patricia Mocker Bill Carlson, Retail Food Programഀ
Consumer Protection Division Town of Vailഀ
4300 Cherry Creek Drive South 75 South Frontage Roadഀ
Denver, CO 80246 Vail, CO 81657ഀ
SCOPE OF WORK:ഀ
Contractor shall provide community Consumer Protection Services, including but not limited toഀ
the sanitary regulation (including product sampling) of retail food establishments, schools, childഀ
care centers, summper camps, campgrounds, motels and hotels; respond to environmental healthഀ
emergencies in its service area.ഀ
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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 Templateഀ
Exhibit D- Sample Option Letterഀ
COORDINATION:ഀ
The State warrants that required approval, clearance and coordination has been accomplished from andഀ
with appropriate agencies. Section 29-1-203, C.R.S., as amended, encourages governments to make theഀ
most efficient and effective use of their powers and responsibilities by cooperating and contracting withഀ
each other to the fullest extent possible to provide any function, service, or facility lawfully authorized toഀ
each of the cooperating or contracting entities.ഀ
APPROVALഀ
In no event shall this contract be deemed valid until it shall have been approved by the State Controller orഀ
his/her designee.ഀ
PROCUREMENT:ഀ
All State of Colorado contracts with its political subdivisions and other governmental entitiesഀ
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 Stateഀ
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 madeഀ
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 contingentഀ
upon funds for that purpose being appropriated, budgeted and otherwise made available.ഀ
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GENERAL PROVISIONSഀ
The following clauses apply to this contract. In some instances, these general clauses have been expanded upon inഀ
other sections/exhibits of/to this contract. To the extent that other provisions of the contract provide moreഀ
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 thisഀ
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 24-10-101ഀ
et.seq., CRS, as now or hereafter amended. The parties understand and agree that liability for claims forഀ
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 24-10-101ഀ
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 inഀ
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 Stateഀ
may immediately terminate this contract or amend it accordingly without liability including liability forഀ
termination costs.ഀ
3. Billin¢ Procedures. The State shall establish billing procedures and requirements for payment due theഀ
Contractor in providing performance pursuant to this contract. The Contractor shall comply with the establishedഀ
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 servicesഀ
provided hereunder.ഀ
4. Exhibits - Internretation. Unless otherwise stated, all referenced exhibits are incorporated herein and made aഀ
part of this contract. Unless otherwise stated, the terms of this contract shall control over any conflicting termsഀ
in any of its exhibits. In the event of conflicts or inconsistencies between this contract and its exhibits orഀ
attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the followingഀ
order of priority: 1) the Special Provisions of this Contract; 2) the Additional Provisions Exhibit A and itsഀ
attachments if included; 3) the Contract (other than the Special Provisions); 4) the RFP if applicable andഀ
attached; 5) the Scope/Statement of Work Exhibit B and its attachments if included; 6) the Contractor'sഀ
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 minimumഀ
standards of performance that the Contractor must meet under this Contract. If the Contractor's Proposal, ifഀ
attached hereto, or any attachments or exhibits thereto, or the Scope/Statement of Work Exhibit B, establishഀ
or create standards of performance greater than those set forth in the RFP, then the Contractor shall alsoഀ
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 designatedഀ
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 aഀ
U.S. Mail Depository with sufficient postage attached thereto. Notice of change of address or change orഀ
representative shall be treated as any other notice.ഀ
6. Contractor RenresenLations - Oualifications/Licenses/A r v ls/Insurance. The Contractor certifies that, atഀ
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 coveredഀ
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 beഀ
grounds for termination of this contract by the State.ഀ
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Contractor certifies that it is qualified to perform such services or provide such deliverables as delineated in thisഀ
contract.ഀ
7. Leval Authority. The Contractor warrants that it possesses the legal authority to enter into this contract and thatഀ
it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, andഀ
to lawfully authorize its undersigned signatory to execute this contract and bind the Contractor to its terms. Theഀ
person(s) executing this contract on behalf of the Contractor warrant(s) that such person(s) have fullഀ
authorization to execute this contract.ഀ
8. Insurance - Contractor. The Contractor is a "public entity" within the meaning of the Coloradoഀ
Governmental Immunity Act (CGIA), section 24-10-101, etIM, C.R.S., as amended. Therefore, at allഀ
times during the initial term of this Contract, and any renewals or extensions hereof, the Contractor shallഀ
maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meet itsഀ
liabilities under the CGIA. If requested by the State, the Contractor shall provide the State with writtenഀ
proof of such insurance coverage.ഀ
9. Riehts in Data. Documents and Computer Software or Other Intellectual Pronertv. All intellectual propertyഀ
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 theഀ
Contractor in the performance of its obligations under this contract shall be the exclusive property of theഀ
State. Unless otherwise stated, all such material shall be delivered to the State by the Contractor uponഀ
completion, termination, or cancellation of this contract. Contractor shall not use, willingly allow, or causeഀ
to have such materials used for any purpose other than the performance of the Contractor's obligationsഀ
under this contract without the prior written consent of the State. All documentation, accompanying theഀ
intellectual property or otherwise, shall comply with the State requirements which include but is not limitedഀ
to all documentation being in a paper, human readable format which is useable by one who is reasonablyഀ
proficient in the given subject area. Software documentation shall be delivered by Contractor to the Stateഀ
that clearly identifies the programming language and version used, and when different programmingഀ
languages are incorporated, identifies the interfaces between code programmed in different programmingഀ
languages. The documentation shall contain source code which describes the program logic, relationshipഀ
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 theഀ
documentation. The documentation shall describe error messages and the location in the source code, byഀ
page, line number, or other suitable identifier, where the error message is generated. The Contractorഀ
warrants that the delivered software will be sufficiently descriptive to enable maintenance and modificationഀ
of the software. The State's ownership rights described herein shall include, but not be limited to, the rightഀ
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 materialഀ
could be copyrighted by Contractor or a third party, then the State, and any applicable federal fundingഀ
entity, shall, without additional cost, have a paid in full, irrevocable, royalty free, and non-exclusive licenseഀ
to reproduce, publish, or otherwise use, and authorize others to use, the copyrightable material for anyഀ
purpose authorized by the Copyright Law of the United States as now or hereafter enacted. Upon theഀ
written request of the State, the Contractor shall provide the State with three (3) copies of all suchഀ
copyrightable material.ഀ
10. Confident'a rietarv_lnformation. Subject to the Public (Open) Records Act, section 24-72-101, Atഀ
etc., C.R.S., as amended, if the Contractor obtains access to any records, files, or other information of theഀ
State in connection with, or during the performance of, this Contract, then the Contractor shall keep allഀ
such records, files, or other information confidential and shall comply with all laws and regulationsഀ
concerning the confidentiality of all such records, files, or information to the same extent as such laws andഀ
regulations apply to the State. Any breach of confidentiality by the Contractor, or third party agents of theഀ
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 theഀ
Contractor, does not constitute a waiver of any subsequent breach by the Contractor, or third party agentsഀ
of the Contractor. Contractor shall protect the confidentiality of all information used, held, created orഀ
received in connection with this Contract and shall insure that any subcontractors or agents of Contractorഀ
protect the confidentiality of all information under this Contract. Contractor shall use and discloseഀ
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confidential information only for purposes of this Contract and for the operation and administration of theഀ
Contractor. Contractor shall implement appropriate safeguards as are necessary to prevent the use ofഀ
disclosure of confidential information and shall maintain a comprehensive written information privacy andഀ
security program that includes administrative, technical and physical safeguards for the electronicഀ
transmission of confidential information which are appropriate to the size and complexity of theഀ
Contractor's operations and the nature and scope of its activities. Contractor shall promptly notify the Stateഀ
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 aഀ
continuing obligation. Confidential or proprietary information for the purpose of this paragraph is informationഀ
relating to Contractor's research, development, trade secrets, business affairs, internal operations andഀ
management procedures and those of its customers, clients or affiliates, but does not include informationഀ
lawfully obtained by third parties, information which is in the public domain, or information which is or couldഀ
have been acquired/developed independently by the State or a third party. Notwithstanding the foregoing, theഀ
State shall not be in violation of its obligations under this section should it disclose confidential information ifഀ
such disclosure is, in the sole opinion of the State's legal counsel, required by applicable law and/or legalഀ
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 toഀ
the Contractor, as promptly as practicable under the circumstances, of any demand, request, subpoena, courtഀ
order or other action requiring such disclosure, in order to afford Contractor the opportunity to take such lawfulഀ
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, orderഀ
or demand.ഀ
11. Records Maintenance. Performance Monitoring & Audits. The Contractor shall maintain a complete file ofഀ
all records, documents, communications, and other materials that pertain to the operation of theഀ
program/project or the delivery of services under this contract. Such files shall be sufficient to properlyഀ
reflect all direct and indirect costs of labor, materials, equipment, supplies and services, and other costs ofഀ
whatever nature for which a contract payment was made. These records shall be maintained according toഀ
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 personallyഀ
identifying information that are maintained in accordance with this contract. Except as provided by law, noഀ
information in possession of the Contractor about any individual constituent shall be disclosed in a formഀ
including identifying information without the prior written consent of the person in interest, a minor'sഀ
parent, guardian, or the State. The Contractor shall have written policies governing access to, duplicationഀ
and dissemination of, all such information and advise its agents, if any, that they are subject to theseഀ
confidentiality requirements. The Contractor shall provide its agents, if any, with a copy or writtenഀ
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/orഀ
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'sഀ
terms and/or to evaluate the Contractor's performance. Any amounts the State paid improperly shall beഀ
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 unlessഀ
otherwise specified herein and shall be maintained by the Contractor in a central location as custodian forഀ
the State on behalf of the State, for a period of six (6) years from the date of final payment or submission ofഀ
the final federal expenditure report under this contract, unless the State requests that the records be retainedഀ
for a longer period, or until an audit has been completed with the following qualification. If an audit by orഀ
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 beഀ
retained until the resolution of the audit findings.ഀ
The Contractor shall permit the State, any other governmental agency authorized by law, or an authorizedഀ
designee thereof, in its sole discretion, to monitor all activities conducted by the Contractor pursuant to theഀ
terms of this contract. Monitoring may consist of internal evaluation procedures, reexamination of programഀ
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data, special analyses, on-site verification, formal audit examinations, or any other procedures as deemedഀ
reasonable and relevant. All such monitoring shall be performed in a manner that will not unduly interfereഀ
with contract work.ഀ
12. Taxes. The State, as purchaser, is exempt from all federal excise taxes under Chapter 32 of the Internalഀ
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 benefitഀ
of the State, such exemptions apply except that in certain political subdivisions the vendor may be requiredഀ
to pay sales or use taxes even though the ultimate product or service is provided to the State. These sales orഀ
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 orഀ
personal activities or practices or maintain any relationships which conflict in any way with the Contractorഀ
fully performing his/her obligations under this contract.ഀ
Additionally, the Contractor acknowledges that, in governmental contracting, even the appearance of aഀ
conflict of interest is harmful to the interests of the State. Thus, the Contractor agrees to refrain from anyഀ
practices, activities or relationships which could reasonably be considered to be in conflict with theഀ
Contractor's fully performing his/her obligations to the State under the terms of this contract, without theഀ
prior written approval of the State.ഀ
In the event that the Contractor is uncertain whether the appearance of a conflict of interest may reasonablyഀ
exist, the Contractor shall submit to the State a full disclosure statement setting forth the relevant details forഀ
the State's consideration and direction. Failure to promptly submit a disclosure statement or to follow theഀ
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 standardsഀ
governing the performance of its employees engaged in the award and administration of contracts. Noഀ
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 ofഀ
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; orഀ
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, orഀ
subgrantee's officers, employees, or agents will neither solicit nor accept gratuities, favors, or anything ofഀ
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 inspectഀ
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 inഀ
the performance of services. If any of the services do not conform with contract requirements, the Stateഀ
may require the contractor to perform the services again in conformity with contract requirements, with noഀ
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 futureഀ
performance conforms to contract requirements and (2) equitably reduce the payment due the contractor toഀ
reflect the reduced value of the services performed. These remedies in no way limit the remedies availableഀ
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 orഀ
workmanship, are installed properly and in accordance with manufacturer recommendations or otherഀ
industry standards, and will function in a failure-free manner for a period of one (1) year from the date ofഀ
delivery or installation. Contractor shall, at its option, repair or replace any supplies that fail to satisfy thisഀ
warranty during the warranty period. Additionally, Contractor agrees to assign to the State all writtenഀ
manufacturer warranties relating to the supplies and to deliver such written warranties to the State.ഀ
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15. Adjustments in Price. Adjustments to contract prices are allowable only so long as they are mutually agreeableഀ
by the parties and so long as they are included within a contract amendment made prior to the effective date ofഀ
the price adjustments and made pursuant to the State of Colorado Fiscal Rules, signed by the parties, andഀ
approved by the State Controller or designee. The Contractor shall provide cost or pricing data for any priceഀ
adjustment subject to the provisions of the Cost or Pricing Data Section of the Colorado State Procurementഀ
Rules. Any adjustment in contract price pursuant to the application of a clause in this contract shall be made inഀ
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; orഀ
d. In the absence of agreement between the parties, by a unilateral determination by the procurementഀ
officer of the costs attributable to the event or situation covered by the clause, plus appropriate profitഀ
or fee.ഀ
16. Contract Renewal. Extension. and Modification.ഀ
a. Limited Amendment. The State, with the concurrence of the Contractor, may prospectively renewഀ
or extend the term of this Contract, or increase or decrease the amount payable under this Contractഀ
through a "Limited Amendment" that is substantially similar to the sample form Limitedഀ
Amendment that is incorporated herein by this reference and identified as Exhibit C. To beഀ
effective, this Limited Amendment must be signed by the State and the Contractor, and beഀ
approved by the State Controller or an authorized delegate thereof. The parties understand thatഀ
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 Originalഀ
Contract due to an increase or decrease in the amount of goods and/or level of servicesഀ
being provided based upon the existing Scope of Work and/or established pricing and/orഀ
established Budget/pricing;ഀ
II. To revise specifications within the current Scope of Work and/or Budget thatഀ
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 ofഀ
funding that results in a new total financial obligation of the State based upon:ഀ
(A) the same Scope of Work and pricing, orഀ
(B) revised specifications to the previously defined Scope of Work.ഀ
IV. To make changes to the specifications to the original Scope of Work, projectഀ
management/manager identification, notice address or notification personnel, or theഀ
period of performance, that result in"no cost" changes to the Budget.ഀ
Upon proper execution and approval, this Limited Amendment shall become a formal amendmentഀ
to this Contract.ഀ
b. Other Contract Modifications. This contract is subject to such modifications as may be requiredഀ
by changes in Federal or State law, or their implementing regulations. Any such requiredഀ
modification shall automatically be incorporated into and be part of this contract on the effectiveഀ
date of such change as if fully set forth herein. If either the State or the Contractor desires toഀ
modify the terms and conditions of this Contract other than as provided for in paragraph 16.aഀ
above, then the parties shall execute a standard written amendment to this Contract initiated by theഀ
State. The standard written amendment must be executed and approved in accordance with allഀ
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 agencyഀ
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 termഀ
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"litigation" includes an assignment for the benefit of creditors, and filings in bankruptcy, reorganizationഀ
and/or foreclosure.ഀ
18. Notice of Breach and Disnute Resolution If the State or the Contractor believes in good faith that the otherഀ
party has failed to timely complete a deliverable, or has otherwise committed a material breach of thisഀ
Contract, then the non-breaching party shall notify the breaching party in writing of the alleged breachഀ
within ten (10) business days of. 1) the date of the alleged breach if the non-breaching party is aware of theഀ
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 toഀ
cure the alleged breach or to notify the non-breaching party in writing of the breaching party's belief that aഀ
material breach of this Contract has not occurred. Failure of the breaching party to cure or respond inഀ
writing within the above time period shall result in the non-breaching party being entitled to pursue any andഀ
all remedies available at law or in equity.ഀ
Except as herein specifically provided otherwise, disputes concerning the performance of this contractഀ
which cannot be resolved by the designated contract representatives shall be referred in writing to a seniorഀ
departmental management staff designated by the department and a senior manager designated by theഀ
Contractor. Failing resolution at that level, disputes shall be presented in writing to the Executive Directorഀ
and the Contractor's chief executive officer for resolution. This process is not intended to supersede anyഀ
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'sഀ
breach, whether or not the Contractor's right to proceed with the work is terminated. The State reserves theഀ
right, in its sole discretion, to determine whether or not to accept substituted performance tendered by theഀ
Contractor or the Contractor's sureties and acceptance is dependent upon completion of all applicableഀ
inspection procedures.ഀ
19. Remedies;, In addition to any other remedies provided for in this contract, and without limiting its remediesഀ
otherwise available at law, the State may exercise the following remedial actions if the Contractorഀ
substantially fails to satisfy or perform the duties and obligations in this contract. Substantial failure toഀ
satisfy the duties and obligations shall be defined to mean significant insufficient, incorrect or improperഀ
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 areഀ
satisfactorily completed; and/orഀ
b. require the vendor to take necessary action to ensure that the future performance conforms toഀ
contract requirements; and/orഀ
c. request the removal from work on the contract of employees or agents of Contractor whom theഀ
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 publicഀ
interest or not in the best interest of the State; and/orഀ
d. deny payment for those services or obligations which have not been performed and which due toഀ
circumstances caused by Contractor cannot be performed, or if performed would be of no value toഀ
the State; denial of the amount of payment must be reasonably related to the value of work orഀ
performance lost to the State; and/orഀ
e. suspend Contractor's performance pending necessary corrective action as specified by the Stateഀ
without Contractor's entitlement to adjustment in price/cost or schedule; and/orഀ
f. modify or recover payments (from payments under this contract or other contracts between theഀ
State and the vendor as a debt due to the State) to correct an error due to omission, error, fraudഀ
and/or defalcation; and/orഀ
g. terminate the contract.ഀ
These remedies in no way limit the remedies available to the State in the termination provisions of thisഀ
contract, or remedies otherwise available at law.ഀ
20. Termination.ഀ
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a. Termination for Default. The State may terminate the contract for cause. In the event thisഀ
contract is terminated for cause, the State will only reimburse the Contractor for accepted work orഀ
deliverables received up to the date of termination. In the event this contract is terminated forഀ
cause, final payment to the Contractor may be withheld at the discretion of the State untilഀ
completion of final audit. Notwithstanding the above, the Contractor shall not be relieved ofഀ
liability to the State for any damages sustained by the State by virtue of any breach of the contractഀ
by the Contractor, and the State may withhold any payment to the Contractor for the purposes ofഀ
mitigating its damages until such time as the exact amount of damages due to the State from theഀ
Contractor is determined. If it is determined that the Contractor was not in default then suchഀ
termination shall be treated as a termination for convenience as described herein. In the event ofഀ
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, atഀ
the option of the State, become its property, and the Contractor shall be entitled to receive just andഀ
equitable compensation for any services and supplies delivered and accepted. The Contractorഀ
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 timeഀ
the State determines necessary by giving the Contractor at least twenty (20) calendar days priorഀ
written notice. If notice is so given, this contract shall terminate on the expiration of the specifiedഀ
time period, and the liability of the parties hereunder for further performance of the terms of thisഀ
crnmact shall thereupon cause, but the paa ties shall not be released from the duty to pe-da m themഀ
obligations up to the date of termination. In the event of termination, all finished or unfinishedഀ
documents, data, studies, surveys, drawings, maps, models, photographs, and reports or otherഀ
material prepared by the contractor under this contract shall, at the option of the State, become itsഀ
property, and the Contractor shall be entitled to receive just and equitable compensation for anyഀ
satisfactory services and supplies delivered.'ഀ
In the event that the State terminates this contract under the Termination for Convenienceഀ
provisions, the Contractor is entitled to submit a termination claim within ten (10) days of theഀ
effective date of termination. The termination claim shall address and the State shall considerഀ
paying the following costs:ഀ
1. the contract price for performance of work, which is accepted by the State, up to theഀ
effective date of the termination;ഀ
II. reasonable and necessary costs incurred in preparing to perform the terminated portion ofഀ
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 toഀ
exceed 30 days pay for each subcontractor;ഀ
V. reasonable accounting, legal, clerical, and other costs arising out of the terminationഀ
settlement.ഀ
In no event shall reimbursement under this clause exceed the contract amount reduced by amountsഀ
previously paid by the State to the Contractor.ഀ
C. Immediate Termination. This contract is subject to immediate termination by the State in theഀ
event that the State determines that the health, safety, or welfare of persons receiving services mayഀ
be in jeopardy. Additionally, the State may immediately terminate this contract upon verifyingഀ
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, byഀ
written order to the Contractor, at any time, and without notice to any surety, require the Contractor to stopഀ
all or any part of the work called for by this contract. This order shall be for a specified period after theഀ
order is delivered to the Contractor. Any such order shall be identified specifically as a stop work orderഀ
issued pursuant to this clause. Upon receipt of such an order, the Contractor shall forthwith comply with itsഀ
terms and take all reasonable steps to minimize the incurring of costs allocable to the work covered by theഀ
CDPHE Version 1.0 (4/04) Page 9 of 17 Revised: 4/3/09ഀ
order during the period of work stoppage. Before the stop work order expires, as legally extended, theഀ
State Procurement Officer or delegee shall either:ഀ
a. Cancel the stop work order; orഀ
b. Terminate the work covered by such order; orഀ
c. Terminate the contract.ഀ
If a stop work order issued under this clause is properly canceled, the Contractor shall have the right toഀ
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 withഀ
contract modifications, ifഀ
a. The stop work order results in increased time required for, or in the Contractor's cost properlyഀ
allocable to, the performance of any part of this contract; andഀ
b. The Contractor asserts claim for such an adjustment within thirty (30) days after the end of theഀ
period of work stoppage.ഀ
If the work covered by such order is terminated for default or convenience, the reasonable costs resultingഀ
from the stop work order shall be allowed by adjustment or otherwise and such adjustment shall be inഀ
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 inഀ
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 understandingsഀ
between the parties. No prior or contemporaneous addition, deletion, or other amendment heretoഀ
shall have any force or effect whatsoever, unless embodied herein in writing. No subsequentഀ
novation, renewal, addition, deletion, or other amendment hereto shall have any force or effectഀ
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 obligationsഀ
of the parties may be accomplished within the intent of the contract, the terms of this contract areഀ
severable, and should any term or provision hereof be declared invalid or become inoperative forഀ
any reason, such invalidity or failure shall not affect the validity of any other term or provisionഀ
hereof.ഀ
C. BindingAereement. Except as herein specifically provided otherwise, it is expressly understoodഀ
and agreed that this contract shall inure to the benefit of and be binding upon the parties hereto andഀ
their respective successors and assigns. All rights of action relating to enforcement of the termsഀ
and conditions shall be strictly reserved to the State and the named Contractor. Nothing containedഀ
in this agreement shall give or allow any claim or right of action whatsoever by any other thirdഀ
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 beഀ
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 otherഀ
term, or the same term upon subsequent breach.ഀ
e. Continuine Obligations. The State and the Contractor's obligations under this contract shall surviveഀ
following termination or expiration to the extent necessary to give effect to the intent andഀ
understanding of the parties.ഀ
Assignment and Chaqee In Ownersbio. Address. Financial Status. Except as herein specificallyഀ
provided otherwise, the rights, duties and obligations of the Contractor arising hereunder cannotഀ
be assigned, delegated, subgranted or subcontracted except with the express prior written consentഀ
of the State, which consent shall not be unreasonably withheld. In the case of assignment orഀ
CDPI IE Version 1.0 (4/04) Page 10 of 17 Revised: 4/3/09ഀ
it,ഀ
delegation, Contractor and the State shall execute the standard State novation agreement prior toഀ
the assignment or delegation being effective against the State. The subgrants and subcontractsഀ
permitted by the State shall be subject to the requirements of this contract. The Contractor isഀ
responsible for all subcontracting arrangements, delivery of services, and performance of anyഀ
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 aഀ
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 aഀ
provision that the subgrantor or subcontractor shall indemnify and hold harmless the State. Theഀ
subgrantors or subcontractors must be certified to work on any equipment for which their servicesഀ
are obtained.ഀ
This provision shall not be construed to prohibit assignments of the right to payment to the extentഀ
permitted by section 4-9-318, CRS, provided that written notice of assignment adequate to identifyഀ
the rights assigned is received by the controller for the agency, department, or institution executingഀ
this contract. Such assignment shall not be deemed valid until receipt by such controller - asഀ
distinguished from the State Controller - and the Contractor assumes the risk that such writtenഀ
notice of assignment is received by the controller for the agency, department, or institutionഀ
involved.ഀ
The Contractor is required to formally notify the State prior to, or if circumstances do no allowഀ
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, orഀ
failure of performance of, any covenant or promise contained in this contract, nor shall any delayഀ
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" meansഀ
acts of God; acts of the public enemy; acts of the State and any governmental entity in itsഀ
sovereign or contractual capacity; fires; floods, epidemics; quarantine restrictions, strikes or otherഀ
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 inഀ
applicable federal or State law, or their implementing rules, regulations, or procedures. Any suchഀ
required modification shall automatically be incorporated into and be part of this contract on theഀ
effective date of such change as if fully set forth herein. Except as provided above, noഀ
modification of this contract shall be effective unless agreed to in writing by both parties in theഀ
form of a written amendment to this Contract that has been previously executed and approved inഀ
accordance with applicable law.ഀ
Media or Public Announcements, Unless otherwise provided for in this Contract, the Contractorഀ
shall not make any news release, publicity statement, or other public announcement, either inഀ
written or oral form, that concerns the work provided under this Contract, without the prior writtenഀ
approval of the State. The Contractor shall submit a written request for approval to the State noഀ
less than ten (10) business days before the proposed date of publication. The State shall notഀ
unreasonably withhold approval of the Contractor's written request to publish. Approval or denialഀ
of the Contractor's request by the State, shall be delivered to the Contractor in writing within sixഀ
(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 theഀ
prior approval of the State and all necessary third parties prior to publishing any materialsഀ
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 theഀ
publication of any materials produced under this Contract. It shall be the obligation of theഀ
CDPHE Version 1.0 (4/04) Page 11 of 17 Revised: 4/3/09ഀ
Contractor to inquire of the State as to whether these requirements exist and obtain writtenഀ
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 againstഀ
the State alleging that the use by the State of any product(s), or any part thereof, supplied by Contractorഀ
under this agreement constitutes infringement of any patent, copyright, trademark, or other proprietaryഀ
rights, provided that the State gives Contractor written notice within twenty (20) days of receipt by theഀ
State of such notice of such claim or suit, provides assistance and cooperation to Contractor in connectionഀ
with such action, and Contractor has sole authority to defend or settle the claim. Contractor shall consultഀ
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 orഀ
defense.ഀ
Contractor shall have liability for all such claims or suits, except as expressly provided herein, and shallഀ
indemnify the State for all liability incurred by the State as a result of such infringement. Contractor shallഀ
pay all reasonable out-of-pocket costs and expenses, and damages finally awarded by a court of competentഀ
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 infringementഀ
of any patent, trademark or copyright, or in the event of any adjudication that the product(s), or any partഀ
thereof, infringes any patent, trademark or copyright, or if the sub-license or use of the product(s), or anyഀ
part thereof, is enjoined, Contractor, after consultation with the State, shall do one of the following atഀ
Contractor's expense:ഀ
a. produce for the State the right under such patent, trademark or copyright to use or sub-license, asഀ
appropriate, the product or such part thereof, orഀ
b. replace the product(s), or part thereof, with other suitable products or parts conforming to theഀ
original license and State specifications; orഀ
c. suitably modify the products, or part thereof.ഀ
Except as otherwise expressly provided herein, Contractor shall not be liable for any costs or expensesഀ
incurred without its prior written authorization.ഀ
Contractor shall have no obligation to defend against or to pay any costs, damages or attorney's fees withഀ
respect to any claim based upon:ഀ
a. the use of an altered release if Contractor had not consented to the alteration; orഀ
b. the combination, operation or use of the product(s) with programs or data which were notഀ
furnished by Contractor, if such infringement would have been avoided if the programs or dataഀ
furnished by persons or entities other than Contractor had not been combined, operated or usedഀ
with the product(s); orഀ
c. the use of product(s) on or in connection with equipment or software not permitted under thisഀ
contract if such infringement would have been avoided by not using the product(s) on or inഀ
connection with such other equipment or software.ഀ
25. Conformance with Law, If this Contract involves federal funds or compliance is otherwise federallyഀ
mandated, the Contractor and its agent(s) shall at all times during the term of this contract strictly adhere toഀ
all applicable federal laws, state laws, Executive Orders and implementing regulations as they currentlyഀ
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 Theഀ
Common Rule for Uniform Administrative Requirements for Grants and Cooperative Agreementsഀ
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 federalഀ
statutes declare that federal funds cannot be used for partisan political purposes of any kind by anyഀ
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 andഀ
mechanics employed by contractors or subcontractors to work on construction projects financedഀ
CDPHE Version 1.0 (4/04) Page 12 of 17 Revised: 4/3/09ഀ
by federal assistance must be paid wages not less than those established for the locality of theഀ
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 noഀ
person shall, on the grounds of race, color, national origin, age, or disability, be excluded fromഀ
participation in or be subjected to discrimination in any program or activity funded, in whole or inഀ
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 47ഀ
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 businessesഀ
in the performance of this Contract, then the Contractor is in compliance with the "Uniformഀ
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 Administrativeഀ
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, whichഀ
prohibits the use of federal money to lobby the legislative body of a political subdivision of aഀ
State; andഀ
i. If the Contractor is a covered entity under the Health Insurance Portability and Accountability Actഀ
of 1996,42 U.S.C. 1320d -1320d-8, the Contractor shall comply with applicable HIPAAഀ
requirements. If Contractor is a business associate under HIPAA, Contractor hereby agreesഀ
to, and has an affirmative duty to, execute the State's current HIPAA Business Associateഀ
Agreement. In this case, Contractor must contact the State's representative and request aഀ
copy of the Business Associate Agreement, complete the agreement, have it signed by anഀ
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" (Publicഀ
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; theഀ
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 Lawഀ
101-121, Guidance for New Restrictions on Lobbying, including, Certification and Disclosure, 29ഀ
C.F.R. 93.110(1990).ഀ
27. Annual Audits. If the Contractor expends federal funds from all sources (direct or from pass-throughഀ
entities) in an amount of $500,000 or more during its fiscal year, then the Contractor shall have an audit ofഀ
that fiscal year in accordance with Office of Management and Budget (OMB) Circular A-133 (Audits ofഀ
States, Local Governments, and Non-Profit Organizations). If the Contractor expends federal fundsഀ
received from the State in an amount of $500,000 or more during its fiscal year, then the Contractor shallഀ
furnish one (1) copy of the audit report(s) to the State's intemal Audit Offitt vAthin thirty (30) calendarഀ
days after the Contractor's receipt of its auditor's report or nine (9) months after the end of the Contractor'sഀ
audit period, whichever is earlier. If (an) instance(s) of noncompliance with federal laws and regulationsഀ
occurs, then the Contractor shall take all appropriate corrective action(s) within six (6) months of theഀ
issuance of (a) report(s).ഀ
If the Contractor submits an annual indirect cost proposal to the State for review and approval, then theഀ
Contactor's auditor shall audit the proposal in accordance with the requirements of OMB Circulars A-21ഀ
(Cost Principles for Educational Institutions), A-87 (Cost Principles for State, Local, and Tribalഀ
Governments), or A-122 (Cost Principles for Non-Profit Organizations), whichever is applicable.ഀ
CDPHE Version 1.0 (4/04) Page 13 of 17 Revised: 4/3/09ഀ
28. Holdover. In the event that the State desires to continue the services provided for in this Contract and aഀ
replacement contract has not been fully executed by the expiration date of the Contract, this Contract mayഀ
be extended unilaterally by the State for a period of up to two (2) months upon written notice to theഀ
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 replacementഀ
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 partiesഀ
understand and agree that all terms and conditions of this contract which may require continuedഀ
performance, compliance, or effect beyond the termination date of the contract and shall survive suchഀ
termination date and shall be enforceable by the State as provided herein in the event of failure to performഀ
or comply by the Contractor.ഀ
30. STATEWIDE CONTRACT MANAGEMENT SYSTEM [This section shall apply when the Effectiveഀ
Date is on or after July 1, 2009 and the maximum amount payable to Contractor hereunder is $100, 000 orഀ
higher)ഀ
By entering into this Contract, Contractor agrees to be governed, and to abide, by the provisions of CRSഀ
§24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 concerning the monitoring ofഀ
vendor performance on state contracts and inclusion of contract performance information in a statewideഀ
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 ofഀ
Contractor's performance shall be part of the normal contract administration process and Contractor'sഀ
performance will be systematically recorded in the statewide Contract Management System. Areas ofഀ
review shall include, but shall not be limited to quality, cost and timeliness. Collection of informationഀ
relevant to the performance of Contractor's obligations under this Contract shall be determined by theഀ
specific requirements of such obligations and shall include factors tailored to match the requirements of theഀ
Statement of Project of this Contract. Such performance information shall be entered into the statewideഀ
Contract Management System at intervals established in the Statement of Project and a final review andഀ
rating shall be rendered within 30 days of the end of the Contract term. Contractor shall be notifiedഀ
following each performance and shall address or correct any identified problem in a timely manner andഀ
maintain work progress.ഀ
Should the final performance evaluation determine that Contractor demonstrated a gross failure to meet theഀ
performance measures established under the Statement of Project, the Executive Director of the Coloradoഀ
Department of Personnel and Administration (Executive Director), upon request by the Coloradoഀ
Department of Public Health and Environment and showing of good cause, may debar Contractor andഀ
prohibit Contractor from bidding on future contracts. Contractor may contest the final evaluation and resultഀ
by: (i) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRSഀ
§24-105-102(6)), or (ii) under CRS §24-105-102(6), exercising the debarment protest and appeal rightsഀ
provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal of the debarment andഀ
reinstatement of Contractor, by the Executive Director, upon showing of good cause.ഀ
CDPHE Version 1.0 (4/04) Page 14 of 17 Revised: 4/3/09ഀ
SPECIAL PROVISIONSഀ
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 byഀ
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 yearഀ
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 Coloradoഀ
Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 1346(b) and 2671 etഀ
seq., as applicable now or hereafter amended.ഀ
4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and notഀ
as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employeeഀ
of the State. Contractor and its employees and agents are not entitled to unemployment insurance or workersഀ
compensation benefits through the State and the State shall not pay for or otherwise provide such coverage forഀ
Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and itsഀ
employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay whenഀ
due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract. Contractorഀ
shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except asഀ
expressly set forth herein. Contractor shall (a) provide and keep in force workers' compensation and unemploymentഀ
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, andഀ
regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfairഀ
employment practices.ഀ
6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in theഀ
interpretation, execution, and enforcement of this contract. Any provision included or incorporated herein by referenceഀ
which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein byഀ
reference which purports to negate this or any other Special Provision in whole or in part shall not be valid orഀ
enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provisionഀ
rendered null and void by the operation of this provision shall not invalidate the remainder of this contract, to the extentഀ
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 andഀ
void.ഀ
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payableഀ
under this contract shall not be used for the acquisition, operation, or maintenance of computer software in violation ofഀ
federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the termഀ
of this contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls toഀ
prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, theഀ
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 licensingഀ
restrictions.ഀ
9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50-507. Theഀ
signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever inഀ
the service or property described in this contract. Contractor has no interest and shall not acquire any interest, direct orഀ
indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shallഀ
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 interceptഀ
CDPHE Version 1.0 (4/04) Page 15 of 17 Revised: 4/3/09ഀ
system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaidഀ
balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to theഀ
Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemploymentഀ
Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicialഀ
action.ഀ
11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to theഀ
offer, issuance, or sale of securities, investment advisory services or fund management services, sponsoredഀ
projects, intergovernmental agreements, or information technology services or products and services] Contractorഀ
certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will performഀ
work under this contract and will confirm the employment eligibility of all employees who are newly hired forഀ
employment in the United States to perform work under this contract, through participation in the E-Verify Programഀ
or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employഀ
or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor thatഀ
fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien toഀ
perform work under this contract. Contractor (a) shall not use E-Verify Program or Department program proceduresഀ
to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify theഀ
subcontractor and the contracting State agency within three days if Contractor has actual knowledge that aഀ
subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate theഀ
subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days ofഀ
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 Contractorഀ
participates in the Department program, Contractor shall deliver to the contracting State agency, Institution ofഀ
Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examinedഀ
the legal work status of such employee, and shall comply with all of the other requirements of the Departmentഀ
program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., theഀ
contracting State agency, institution of higher education or political subdivision may terminate this contract forഀ
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 personഀ
eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizenഀ
or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions ofഀ
CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior toഀ
the effective date of this contract.ഀ
Revised 1-1-09ഀ
CDPHE Version 1.0 (4/04) Page 16 of 17 Revised: 4/3/09ഀ
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACTഀ
* Persons signing for Contractor hereby swear and affirm that they are authorized to act onഀ
Contractor's behalf and acknowledge that the State is relying on their representations to thatഀ
effect.ഀ
CONTRACTOR:ഀ
STATE OF COLORADO:ഀ
BILL RITTER, JR. GOVERNORഀ
Town of Vailഀ
Legal Name of Contracting Entityഀ
840571385ഀ
Signature of Authorized Officerഀ
Byഀ
For Executive Directorഀ
Department of Public Health and Environmentഀ
Signatory avers to the State Controller or delegate thatഀ
Contractor has not begun performance or that a Statutoryഀ
Violation waiver has been requested under Fiscal Rulesഀ
Print Name of Authorized Officerഀ
Print Title of Authorized Officerഀ
Department Program Approval:ഀ
Byഀ
LEGAL REVIEW:ഀ
COLORADO DEPARTMENT OF LAWഀ
OFFICE OF THE ATTORNEY GENERALഀ
Byഀ
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLERഀ
CRS §24-30.202 requires the State Controller to approve all State Contracts. This Contract is not valid untilഀ
signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance untilഀ
such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractorഀ
for such performance or for any goods and/or services provided hereunder.ഀ
STATE CONTROLLER:ഀ
David J. McDermott, CPAഀ
Byഀ
[]Kevin Edwards []Yvonne Anderson []Robert Jaros []Donald Rieckഀ
Dateഀ
CDPHE Version 1.0 (4/04) Page 17 of 17 Revised: 4/3/09ഀ
eഀ
EXHIBIT Aഀ
ADDITIONAL PROVISIONSഀ
To Contract Dated 04/20/2009 - Contract Routing Number 10 FFA 00002ഀ
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/Costഀ
Reimbursement Statement. A sample Invoice/Cost Reimbursement Statement is attached hereto asഀ
Attachment A and incorporated herein by this reference. An Invoice/Cost Reimbursement Statement mustഀ
be submitted within fifteen (15) calendar days of the end of the billing period for which services wereഀ
rendered. Expenditures shall be in accordance with the Statement of Work attached hereto as Exhibit Bഀ
and incorporated herein and in accordance with the work requirements outlined in Attachment B-1 andഀ
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 itsഀ
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 theഀ
names of payees; 4) include a brief description of the services performed during the relevant performanceഀ
dates; 5) describe the incurred expenditures if reimbursement is allowed and requested; and, 6) show theഀ
total requested payment. Payment during the initial, and any renewal or extension, term of this Contractഀ
shall be conditioned upon affirmation by the State that all services were rendered by the Contractor inഀ
accordance with the terms of this Contract. Invoice/Cost Reimbursement Statements shall be sent to:ഀ
Beth Williamsഀ
Consumer Protection Divisionഀ
Administrationഀ
Colorado Department of Public Health and Environmentഀ
CPD-B2ഀ
4300 Cherry Creek Drive Southഀ
Denver, CO 80246ഀ
To be considered for payment, billings for payments pursuant to this Contract must be received within aഀ
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 beഀ
received by the State within a reasonable time after the expiration or termination of this Contract; but in noഀ
event no later than sixty (60) calendar days from the effective expiration or termination date of thisഀ
Contract.ഀ
Unless otherwise provided for in this Contract, "Local Match" shall be included on all billing statements, inഀ
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 unlessഀ
approved in writing by the appropriate federal agency.ഀ
Health Insurance Portability and Accountability Act (HIPAA) Business Associate Determination. Theഀ
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: 4/1/04ഀ
Version 1.0 (4/04) contract templateഀ
EXHIBIT Aഀ
3. The State may increase or decrease the quantity of goods/services described in Exhibit B, Attachment B-1ഀ
and attachment B-2 based upon the rates established in the Contract. If the State exercises the option, itഀ
shall provide written notice to Contractor at least 30 days prior to the end of the current contract term in aഀ
form substantially equivalent to Exhibit D. Delivery/performance of the goods/services shall continue atഀ
the same rates and terms. If the State exercises this option to increase, the provisions of the Option Letterഀ
shall become part of and be incorporated into the original Contract.ഀ
To be attached to CDPHE Page 2 of 2 Revised: 4/1/04ഀ
Version 1.0 (4/04) contract templateഀ
EXHIBIT Bഀ
STATEMENT OF WORK AND BUDGETഀ
To Contract Dated 04/20/2009 - Contract Routing Number 10 FFA 00002ഀ
These provisions are to be read and interpreted in conjunction with the provisions of the Contract speciried above.ഀ
STATEMENT OF WORKഀ
1. The Contractor shall provide community Consumer Protection Services, which services shall include, butഀ
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 theഀ
completion of reasonable requests by the State to provide assistance in various program activities. Theഀ
Contractor shall provide these services in compliance with the State "Food Protection Act" as set forth inഀ
"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 followingഀ
activities in its service area:ഀ
a. Two (2) inspections, when required, for all retail food establishments, or according to a riskഀ
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 theഀ
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 retailഀ
market at least once every five (5) years and submit that sample to the Colorado Department ofഀ
Public Health and Environment, Laboratory Services Division; andഀ
h. One (1) inspection of all schools that do not contain a laboratory or shop at least once every threeഀ
(3) years.ഀ
On or after the effective date of this Contract all persons employed by the Contractor to complete its dutiesഀ
and obligations under this Contract, shall meet the minimum qualifications established by the State'sഀ
Department of Public Health and Environment, Consumer Protection Division. These minimum standardsഀ
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 forഀ
education or experience, then the Contractor shall submit an employee's credentials or an applicant'sഀ
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 byഀ
the Consumer Protection Division within five (5) working days after the last day of each month for allഀ
services covered by this contract.ഀ
5. Should the Contractor be unable to fulfill its duties under this Task Order, then the Contractor shallഀ
transmit to the Colorado Department of Revenue one-twelfth of the total amount of annual license feesഀ
collected, per each month that the duties delegated pursuant to 25-4-1604 (1)(i) are not performed.ഀ
Page I of 2ഀ
EXHIBIT Bഀ
BUDGETഀ
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 NINEഀ
HUNDRED THIRTY-FIVE AND 95/100 DOLLARS ($58,935.95) as follows:ഀ
a. Year], FY 10: $11,787.19ഀ
b. Year 2, FY 11: $11,787.19ഀ
c. Year 3, FY 12: $11,787.19ഀ
d. Year 4, FY 13: $11,787.19ഀ
e. Year 5, FY 14: $11,787.19ഀ
f. Should less than 90% of the contract work be completed in any of the contract years, one-twelfthഀ
(1/12) of the annual contract remittance will not be paid to Contractor in the last quarter of thatഀ
contract year.ഀ
Page 2 of 2ഀ
Yഀ
EXHIBIT Cഀ
DEPARTMENT OR AGENCY NAMEഀ
COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENTഀ
(ADD PROGRAM NAME HERE)ഀ
DEPARTMENT OR AGENCY NUMBERഀ
ഀ
CONTRACT ROUTING NUMBERഀ
LIMITED AMENDMENTഀ
This Limited Amendment is made this day of 200*, by and between the State of Colorado, actingഀ
by and through the DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT, whose address or principalഀ
place of business is 4300 Cherrv Creek Drive South, Denver. Colorado 80246, hereinafter referred to as theഀ
"State"; and, LEGAL NAME OF ENTITY, (legal type of entityl, whose address or principal place of business isഀ
Street Addren. City. State & Zin Coda, hereinafter referred to as the "Contractor".ഀ
FACTUAL RECITALSഀ
The parties entered into a contract dated with contract encumbrance number POഀ
and contract routing number whereby the Contractor was to provide to the State theഀ
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 notഀ
selected:]ഀ
The State promises to [choose one and delete the other] increase/decrease the amount of funds to be paid to theഀ
Contractor by Dollars, (S*.**) during the current term of the Original Contract in exchange for theഀ
promise of the Contractor to perform the [choose one and delete the other] increased/decreased work under theഀ
Original Contract.ഀ
The State promises to pay the Contractor the sum of Dollars, (:S*.**) in exchange for the promise ofഀ
the Contractor to continue to perform the work identified in the Original Contract for the renewal term ofഀ
years/months, ending onഀ
The State promises to ]choose one and delete the otherlincrease/decrease the amount of funds to be paid to theഀ
Contractor by Dollars, LS*.**) for the renewal term of (choose one and delete theഀ
otherlyears/months, ending on in exchange for the promise of the Contractor to perform theഀ
]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 orഀ
notification personnel, or performance period within the (choose one and delete the other]current term of theഀ
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 agreeഀ
as follows:ഀ
Consideration for this Limited Amendment to the Original Contract consists of the payments and servicesഀ
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 originalഀ
Page 1 of 4ഀ
contract, contract routing number I insert the following language here if previousഀ
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 thisഀ
reference incorporated herein. All terms, conditions, and provisions thereof, unless specifically modifiedഀ
herein, are to apply to this Limited Amendment as though they were expressly rewritten, incorporated, andഀ
included herein.ഀ
It is expressly agreed to by the parties that the Original Contract is and shall be modified, altered, andഀ
changed in the following respects only:ഀ
A. [Use this paragraph when changes to the funding level of the Original Contract occurഀ
during the current term of the Original Contract]This Limited Amendment is issued pursuantഀ
to paragraph of the Original Contract identified by contract routing numberഀ
This Limited Amendment is for the current term of through and includingഀ
The maximum amount payable by the State for the work to be performed byഀ
the Contractor during this current term is [choose one and delete theഀ
other[ increased/decreased by Dollars, LS*.**J for an amended total financialഀ
obligation of the State of DOLLARS. [delete any portion of this sentenceഀ
that is not applicable]The revised specifications to the original Scope of Work and the revisedഀ
Budget, if any, are incorporated herein by this reference and identified as "Attachment orഀ
Exhibit and "Attachment or Exhibit The Original Contract is modified accordingly. Allഀ
other terms and conditions of the Original Contract are reaffirmed.ഀ
A. [Use this paragraph when the Original Contract will be renewed for another term]Thisഀ
Limited Amendment is issued pursuant to paragraph of the Original Contract identified byഀ
contract routing number This Limited Amendment is for the renewal term ofഀ
through and including The maximum amount payableഀ
by the State for the work to be performed by the Contractor during this renewal term isഀ
Dollars, LS*.**) for an amended total financial obligation of the State ofഀ
DOLII..ARS. W This is -an ttfioost one and delete tht otlitTJintYtastldttrtast ofഀ
Dollarsd;*.**l of the amount payable from the previous term. [delete any portionഀ
of this sentence that is not applicablelThe revised specifications to the original Scope of Workഀ
and revised Budget, if any, for this renewal term are incorporated herein by this reference andഀ
identified as "Attachment or Exhibit and "Attachment or Exhibit The Original Contractഀ
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 specificationsഀ
within the original Scope of Work, allowable contract provisions as noted, or performanceഀ
period.]This Limited Amendment is issued pursuant to paragraph of the Original Contractഀ
identified by contract routing number This Limited Amendment [choose thoseഀ
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], modifiesഀ
the project management/manager identification in lidentifv location in contract], modifiesഀ
the notice address or notification personnel in lidentifv location in contractl, modifies theഀ
period of performance in [identify location in contract] of the Original Contract. The revisedഀ
Ichoose those that apply and delete those that don't[Budget, specifications to the originalഀ
Scope of Work, project management/manager identification, notice address or notificationഀ
personnel, or period of performance is incorporated herein by this reference and identified asഀ
"Attachment or Exhibit All other terms and conditions of the Original Contract areഀ
reaffirmed.ഀ
4. The effective date of this Amendment is date, or upon approval of the State Controller, or an authorizedഀ
delegate thereof, whichever is later.ഀ
5. Except for the General Provisions and Special Provisions of the Original Contract, in the event of anyഀ
Page 2 of 4ഀ
EXHIBIT Cഀ
fഀ
conflict, inconsistency, variance, or contradiction between the terms and provisions of this Amendment andഀ
any of the terms and provisions of the Original Contract, the terms and provisions of this Amendment shallഀ
in all respects supersede, govern, and control. The Special Provisions shall always control over otherഀ
provisions of the Original Contract or any subsequent amendments thereto. The representations in theഀ
Special Provisions to the Original Contract concerning the absence of personal interest of state of Coloradoഀ
employees is presently reaffirmed.ഀ
FINANCIAL OBLIGATIONS OF THE STATE PAYABLE AFTER THE CURRENT FISCAL YEARഀ
ARE CONTINGENT UPON FUNDS FOR THAT PURPOSE BEING APPROPRIATED, BUDGETED,ഀ
AND OTHERWISE MADE AVAILABLE.ഀ
Page 3 of 4ഀ
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 onഀ
Contractor's behalf and acknowledge that the State is relying on their representations to thatഀ
effect.ഀ
CONTRACTOR:ഀ
[LEGAL NAME OF CONTRACTOR]ഀ
(legal type of entity)ഀ
By:ഀ
Name:ഀ
Title:ഀ
STATE:ഀ
STATE OF COLORADOഀ
Bill Ritter, Jr. Governorഀ
By:ഀ
For the Executive Directorഀ
DEPARTMENT OF PUBLIC HEALTHഀ
AND ENVIRONMENTഀ
PROGRAM APPROVAL:ഀ
By:ഀ
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLERഀ
CRS 24-30-202 requires that the State Controller approve all state contracts. This limited amendment is notഀ
valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is notഀ
authorized to begin performance until the contract is signed and dated below. If performance begins prior toഀ
the date below, the State of Colorado may not be obligated to pay for goods and/or services provided.ഀ
STATE CONTROLLERഀ
David J. McDermott, CPAഀ
By:ഀ
Date:ഀ
Page 4 of 4ഀ
SAMPLE OPTION LETTERഀ
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 termഀ
c. Change in amount of goods in conjunction with renewal for additional termഀ
d. Level of service change within current termഀ
e. Level of service change in conjunction with renewal for additional termഀ
f. Option to initiate next phase in a contractഀ
EXHIBIT Dഀ
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 numberഀ
between the State of Colorado, Insert Name of Department or Higher Ed Institution , and Contractorsഀ
Name, the State hereby exercises its option for an additional term beginning Insert start date and ending onഀ
Insert ending date at a cost/price specified in Section , AND/OR an increase/decrease in the amount ofഀ
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 Originalഀ
Contract routing number between the State of Colorado, Insert Name of Department or Higher Edഀ
Institution , and Contractor's Name, the State hereby exercises its option to initiate Phase indicate whichഀ
Phase: 2, 3, 4, etc for the term beginning Insert start date and ending on Insert ending date at the cost/priceഀ
specified in Sectionഀ
c. For use with all ODtlons I(a-fl:, The amount of the current Fiscal Year contract value isഀ
increased/decreased by $ amount of change to a new contract value of Insert New $ Amt to as considerationഀ
for services/goods ordered under the contract for the current fiscal year indicate Fiscal Year. The firstഀ
sentence in Section is hereby modified accordingly. The total contract value including all previousഀ
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 orഀ
whichever is later.ഀ
STATE OF COLORADOഀ
Bill Ritter, Jr. GOVERNOR PROGRAM APPROVALഀ
Department of Public Health and Environmentഀ
By: Lisa Ellis, Purchasing and Contracts Director By:ഀ
Date:ഀ
ALL GRANTS REOUIRE APPROVAL BY THE STATE CONTROLLERഀ
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and dated belowഀ
by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor beginsഀ
performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any goods and/orഀ
services provided hereunder.ഀ
STATE CONTROLLERഀ
David J. McDermott, CPAഀ
By:ഀ
Donald Rieckഀ
Date:ഀ
Page 1 of 1ഀ
Revised 7121/2008ഀ
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ATTACHMENT B-1ഀ
DELEGATION OF THE "FOOD PROTECTION ACT" AND INFORMATION REPORTINGഀ
To Contract Dated 04/20/2009- Contract Routing Number 10 FFA 00002ഀ
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 REPORTINGഀ
This document is to clarify the roles of the Colorado Department of Public Health and Environment, Consumerഀ
Protection Division, and the Contractor, as regards the delegation of responsibilities under the "Food Protectionഀ
Act", C.R.S. 25-4-1604 (a), (c), (d), (e), and (h) to the Contractor, from the Colorado Department of Public Healthഀ
and Environment (CDPHE), Consumer Protection Division (CPD) and the reporting of information by theഀ
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 revokeഀ
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 administerഀ
oaths and issue subpoenas to require the presence of any person necessary to the determination of any suchഀ
hearing.ഀ
3. Use and require compliance with the "Food Protection Act," C.R.S. 254-16 et seq: , the "Colorado Retailഀ
Food Establishment Rules and Regulations," 6 CCR 1010-2, and all other documents issued by CDPHEഀ
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 toഀ
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 toഀ
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; andഀ
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 11-201ഀ
of the "Colorado Retail Food Establishment Rules and Regulations."ഀ
2. Have performance measures to assure that employees cite critical item violations on retail food inspectionsഀ
and take the appropriate measures to ensure that these violations are corrected. Such performanceഀ
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 illnessഀ
outbreaks that occur. The format and frequency of the reports shall be a format and frequency mutuallyഀ
agreeable to the CPD and the Contractor.ഀ
4. Have one employee, who meets the eligibility requirements, apply for retail food establishmentഀ
Standardization through the CPD.ഀ
5. Report annually, in aggregate, the frequency of inspections conducted for child care centers and indicateഀ
whether the required inspection frequencies for each program have been met. The format of the reportsഀ
shall be a format mutually agreeable to the CPD and the Contractor.ഀ
Page 1 of 2ഀ
ATTACHMENT B-1 sഀ
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 Foodഀ
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 uniformഀ
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 itemsഀ
identified on retail food establishment inspections were corrected, whether the required inspectionഀ
frequencies were met, and the number of enforcement actions taken to obtain compliance in retail foodഀ
establishments. The format and frequency shall be a format and frequency mutually agreeable to the CPDഀ
and the Contractor.ഀ
6. Provide the format and frequency needed to report the number of foodborne illness complaints received andഀ
the number for foodborne illness outbreaks that occur. The format and frequency shall be a format andഀ
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 careഀ
centers and determine whether the required inspection frequencies for the program have been met. Theഀ
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, andഀ
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.ഀ
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Cഀ
ATTACHMENT B-2ഀ
PROCEDURES FOR ADMINISTERING THE CITY/COUNTY ENVIRONMENTAL HEALTHഀ
PROGRAMഀ
To Contract Dated 04/20/2009- Contract Routing Number 10 FFA 00002ഀ
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 PROGRAMഀ
1. Additional Programsഀ
a. Before any local entity is approached about entering into the City/County Environmental Healthഀ
Program, the Colorado Department of Public Health and Environment, Consumer Protection Divisionഀ
(CPD) will establish a list of target counties. These target counties will be selected by consideringഀ
workload, geographic proximity to direct-service work areas and available environmental healthഀ
officer funds.ഀ
b. Presentations to local entities describing the City/County Environmental Health Program will includeഀ
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 Proceduresഀ
CPD will be responsible for administering the budget. This administration will include the drafting andഀ
approval of contracts, approval for payment and any necessary cancellations or modifications. CPD will beഀ
responsible for notifying local entities of any actions contemplated, or correspondence concerning performance.ഀ
3. Standards for Staffing Countiesഀ
Funding will be based on the number of required annual inspections using the Work Formula Table below. Theഀ
percentage that each county's required number of inspections represents of the total amount required for allഀ
counties participating in the program will be determined. This will be the percentage of available legislativeഀ
appropriated funds that a county will receive for the successful completion of their required inspections.ഀ
Reimbursement will be paid on a quarterly basis.ഀ
Programഀ
Retail Food Inspectionഀ
Child Care Centersഀ
Meat Samplesഀ
Schools with Labs and/or Shopsഀ
Schools without Labs or Shopsഀ
Summer Campsഀ
Motels and Hotelsഀ
Mobile Home Parksഀ
WORK FORMULA TABLEഀ
I Required Number of Inspections Per Yearഀ
I 2 or a frequency determined by riskഀ
I 1ഀ
I Once/5 yearsഀ
I 1ഀ
Once/3 yearsഀ
I 1ഀ
I. Upon complaint onlyഀ
I Upon complaint onlyഀ
4. Environmental Health Officer Qualificationsഀ
a. Any governmental agency entering into a contract with the Colorado Department of Public Health andഀ
Environment (CDPHE) must employ an individual as the lead environmental health officer whoഀ
possesses at least a BS degree in environmental health, or in a closely associated field, and at least twoഀ
years of field experience in general environmental health programs. An MPH may be substituted forഀ
one year of field experience.ഀ
b. CDPHE will enter into contracts with entities that employ environmental health officers or techniciansഀ
without two years field experience or that do not possess a Bachelors of Science degree, if theഀ
individual works under the direction and supervision of an environmental health officer with theഀ
qualifications listed in 4.a. above.ഀ
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ഀ
ATTACHMENT B-2ഀ
Training and Evaluation of Environmental Health Officers Performanceഀ
a. CDPHE will conduct an annual retail food sanitation seminar and an advanced food safety seminar forഀ
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 Drugഀ
Administration's annual training course conducted in at least one area of Consumer Protectionഀ
Services.ഀ
c. All of Contractor's environmental health officers, who are eligible, will make application to becomeഀ
standardized in the retail food sanitation program. Contractor's environmental health officers who areഀ
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) Haveഀ
successfully completed within the preceding two (2) years at least 20 contact hours of formal trainingഀ
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 theഀ
following prerequisites: at least 18 months of full-time experience in Colorado retail foodഀ
establishment inspections; or at least 100 retail food establishment inspections performed with the pastഀ
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 inഀ
retail food sanitation and to accompany Contractor's environmental health official representativesഀ
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 performsഀ
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 ofഀ
once every six (6) years.ഀ
6. Required Equipmentഀ
a. The following equipment must be secured and used by the Contractor's environmental health officerഀ
performing the inspections: thermocouple or probe-type thermometer, maximum registeringഀ
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'sഀ
environmental health officer in performing the inspections: light meter, pressure gauge, measuringഀ
tape, time-temperature data logger, pH meter, water activity meter and camera.ഀ
Contract Assuranceഀ
a. CPD will utilize inspection inventories, computerized data reports, inspection records, and fieldഀ
evaluations to determine contract compliance.ഀ
b. Contractor will maintain accuracy of its existing inventory in Digital Health Department provided byഀ
the Consumer Protection Division.ഀ
c. Following the first quarter of each contract year, CPD will review records showing the percentage ofഀ
contract completion for each program. Should a program accomplish less than 18% of the requiredഀ
contract work, the Contractor will be notified verbally of the fact. The Contractor's will also beഀ
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 percentageഀ
of contract completion for each program. Should a program accomplish less than 35% of the requiredഀ
contract work during the first half of the contract year, the Contractor will be notified verbally of theഀ
potential problem, followed by written notification.ഀ
e. Following the third quarter of each contract year, CPD will again review records showing theഀ
percentage of contract completion for each program. Should a program accomplish less than 60% ofഀ
the required contract work during the first three quarters of the contract year, the Contractor will beഀ
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 ofഀ
contract completion for each program. Should the Contractor accomplish less than 90% of theഀ
mandatory contract work, the Contractor will be notified verbally and in writing that reimbursementഀ
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, theഀ
Contractor will be notified, in writing, that CDPHE will cancel the contract after the first quarter of theഀ
Page 2 of 3ഀ
b, . ATTACHMENT B-2ഀ
new contract period if at least 20% of the required contract work is not completed. If 20% of theഀ
contract work is not accomplished during the first quarter, CPD will notify the Contractor in writingഀ
that the contract will be canceled thirty (30) days following the date of the notification. If 20% of theഀ
contract is accomplished during the first quarter, CPD will notify the Contractor in wiring that theഀ
contract will continue on the basis of the performance criteria established the previous year. Regulatedഀ
establishments that have discontinued operations during the year will not be deemed to have beenഀ
included in the contract workload. New establishments will be considered on the basis of the dateഀ
operations began.ഀ
h. If a program that has been subject to the terms of these operational criteria the previous year fails toഀ
accomplish at least 60% of the required contract work within the first three quarters of a secondഀ
consecutive contract period, the Contractor will be notified in writing, by CPD, that a contract will notഀ
be offered for the next contract period.ഀ
L Obvious failure to carry out the provisions or mandates of established laws or regulations andഀ
interpretations thereof governing establishments regulated under the contract will also be deemedഀ
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 Contractorഀ
will be notified accordingly, and appropriate field training will be scheduled. A Contractor will beഀ
deemed to be not performing adequately if the Contractor is not documenting violations appropriatelyഀ
on the inspection report form.ഀ
1. Three (3) months following field training, the performance of the Contractor's inspectional personnelഀ
will be evaluated again. If improvement has not been made, the Contractor will be notified in writingഀ
that performance requires improvement.ഀ
in. Six (6) months following field training, the performance of the Contractor's inspectional personnel willഀ
be evaluated again. If improvement has not been made, CPD will notify the Contractor in writing thatഀ
the Contract will be canceled thirty (30) days following notification.ഀ
Billing Proceduresഀ
a. At the end of each contract quarter, the Contractor will complete the Invoice/Cost Reimbursementഀ
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 ofഀ
reimbursement cost. CPD will review office records to determine if required inspection reports haveഀ
been received.ഀ
c. The Contractor shall input all inspection reports into Digital Health Department provided by theഀ
Consumer Protection Division within five (5) working days after the last day of each month for allഀ
services covered by this contract.ഀ
d. If the Invoice/Cost Reimbursement Statement form is complete and reports have been received, CPDഀ
will remit payment to the Contractor.ഀ
e. Failure to submit required inspection reports for a period of three (3) consecutive months will result inഀ
contract cancellation.ഀ
Page 3 of 3ഀ