HomeMy WebLinkAbout08647ORDINANCE NO. 8647
AN ORDINANCE APPROVING AN
INTERGOVERNMENTAL CONTRACT BETWEEN THE
CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND
THE STATE OF COLORADO DEPARTMENT OF PUBLIC
HEALTH AND ENVIRONMENT WATER QUALITY
CONTROL DIVISION, AUTHORIZING THE PRESIDENT OF
CITY COUNCIL TO EXECUTE SAME, ESTABLISHING
PROJECT WW1304, NUTRIENTS MANAGEMENT
CONTROL REGULATION #85, AND BUDGETING AND
APPROPRIATING $1,080,000 TO SUCH PROJECT
WHEREAS, the City Council of Pueblo has the authority on behalf of the City of
Pueblo, including its Wastewater Department, to approve and enter into Agreements;
and
WHEREAS, the City Council of Pueblo has the authority on behalf of the City of
Pueblo, including its Wastewater Department, to accept funding for public and municipal
purposes; and
WHEREAS, a State of Colorado Department of Public Health and Environment
Water Quality Control Division Grant has been tendered to fund improvement of water
quality in Colorado by meeting requirements of Regulation #85, Nutrients Management
Control Regulation; NOW, THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Intergovernmental Contract between the City of Pueblo, a Municipal
Corporation, and the State of Colorado Department of Public Health and Environment
Water Quality Control Division, a true copy of which is attached hereto, having been
approved as to form by the City Attorney, is hereby approved.
SECTION 2.
The President of City Council is hereby authorized to execute said
Intergovernmental Contract on behalf of Pueblo, a Municipal Corporation, and the City
Clerk shall affix the Seal of the City to Intergovernmental Contract and attest the same.
SECTION 3.
Project Number WW1304, Nutrients Management Control Regulation #85, is
hereby established, and the amount of $1,080,000 is to be budgeted and appropriated
thereto.
SECTION 4.
The Grant Award Funds shall only be expended and used pursuant to the terms
of the Intergovernmental Contract.
SECTION 5.
The officers and staff of the City are directed and authorized to perform any and
all acts consistent with the intent of this Ordinance and the contract to effectuate the
transactions described therein.
SECTION 6.
This Ordinance shall become effective immediately upon passage and approval.
INTRODUCED: October 15, 2013
Ed Brown
BY:
PASSED AND APPROVED: October 28, 2013
Background Paper for Proposed
ORDINANCE
DATE: October 15, 2013 AGENDA ITEM # R-3
DEPARTMENT: Wastewater Department
Gene Michael, Director
TITLE
AN ORDINANCE APPROVING AN INTERGOVERNMENTAL CONTRACT BETWEEN
THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE STATE OF
COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT WATER
QUALITY CONTROL DIVISION, AUTHORIZING THE PRESIDENT OF CITY COUNCIL
TO EXECUTE SAME, ESTABLISHING PROJECT WW1304, NUTRIENTS
MANAGEMENT CONTROL REGULATION #85, AND BUDGETING AND
APPROPRIATING $1,080,000 TO SUCH PROJECT
ISSUE
Should Council approve an intergovernmental contract between the City of Pueblo, a
Municipal Corporation, and the State of Colorado Department of Public Health and
Environment Water Quality Control Division granting the Wastewater Department
$1,080,000, establish project WW1304, and budget and appropriate the aforementioned
funds, following the guidelines outlined in the intergovernmental contract?
RECOMMENDATION
Approve the Ordinance.
BACKGROUND
This Intergovernmental Contract grants the City of Pueblo, through its Wastewater
Department, State Funds not to exceed $1,080,000 to be used to improve the water
quality in Colorado by meeting requirements of Regulation #85, Nutrients Management
Control Regulation. “This project includes a pilot test to develop sufficient information
on solids removal technologies to identify the appropriate technology needed to meet
future phosphorus and nitrogen effluent limits at the James R. DiIorio Water
Reclamation Facility.” Also included under this agreement is the construction of a
fermenter and chemical feed at the James R. DiIorio Water Reclamation Facility.
FINANCIAL IMPACT
There is no City match required for this grant.
DEPARTMENT OF PUBLIC HEALTH
AND ENVIRONMENT
. ROUTING NO. 14 FAA 61445
INTERGOVERNMENT CONTRACT
SI'ATI ?: CONTRACTOR:
State of Colorado for the use & benefit of the City of Pueblo, a Municipal Corporation
Department of Public Health and Environment 1300 South Queens Avenue
Water Quality Control Division Pueblo, CO 81001
4300 Cherry Creek Drive South
Denver, CO 80246
CONTRACT MADE: Di \'I'I':: CON'T'RACTOR I:N•lT1'Y TYPE:
09/10/2013 Colorado Political Subdivision
PO /SC L NCUMI312ANCIg NUMBER:
PO FAA WQC1461445 BILLING STATEMENTS I EMT:N1'S RE.CEIVI I):
TERM: Monthly
This contract shall be effective upon approval sTA•TUTORY AUTI -I(n21 TV:
by the State Controller, or designee, or on House Bill 13 -1191 The whichever is later. e contract CONTRACT PRICE NOT TO UxCUI..:D:
shall end on 05/31/2016. $1,080,000
FEDEILU. FUNDING D01.1.ARS: $0.00
Sl'A1'P. FUNDING 1)01] AILS: $1,080,000
MAXIMUM AMOUNT AVAII A111.1-: P1 R 11SCAI. YEAR
PR( ( CL'RI M13NI MICIIR)1): FY 14-FY 16: $1,080,000
Exempt
BID /RPP /1.1S•I' PRICE A(ii 21(1 MEN "I'NUMB1•:R:
RFA
1.i \ \ \'SPliCII 1I 1) VI:NDOR VI L'I'I: pluck SIRUCIURr,
Not Applicable Cost Reimbursement
SI , AIl: REPRl.•SENI'A'1'IVI:: CON'IRACTORRIi1'RI SI,:N1A•I'IVIis
Michael S. Beck, Grants & Loans Unit Gene Y. Michael
Water Quality Control Division City of Pueblo, a Municipal Corporation
4300 Cherry Creek Drive South 1300 South Queens Avenue
Denver, CO 80246 Pueblo, CO 81001
SCOT k OF WORK:
Improve water quality for the customers of the City of Pueblo's Wastewater Treatment Facility
located in Pueblo County through compliance with WQCD Regulation #85, Nutrients
Management Control Regulation.
Contract Template_InterGovemmental 011111 Page 1 of 18
■
IAMBI S:
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 - Budget (and any of its Attachments; e.g., C -1, C -2, etc.)
COORDINATION:
The State warrants that required approval, clearance and coordination has been accomplished from and
with appropriate agencies. Section 29 -1 -203, C.R.S., as amended, encourages governments to make the
most efficient and effective use of their powers and responsibilities by cooperating and contracting with
each other to the fullest extent possible to provide any function, service, or facility lawfully authorized to
each of the cooperating or contracting entities.
,\PPROVAL:
In no event shall this contract be deemed valid until it shall have been approved by the State Controller or
his /her designee.
PROCUREMENT:
All State of Colorado contracts with its political subdivisions and other governmental entities
are exempt from the State of Colorado's personnel rules and procurement code.
PRICE PROVISIONS:
Payments pursuant to this contract shall be made as earned, in whole or in part, from available funds,
encumbered for the purchase of the described services and /or deliverables. The liability of the State
at any time for such payments shall be limited to the encumbered amount remaining of such funds.
Authority exists in the laws and funds have been budgeted, appropriated and otherwise made
available, and a sufficient unencumbered balance thereof remains available for payment.
Financial obligations of the State of Colorado payable after the current fiscal year are contingent
upon funds for that purpose being appropriated, budgeted and otherwise made available.
Contract Template_lnterGovemmental_0l 1111 Page 2 of 18
GENERAL PROVISIONS
The following clauses apply to this contract. In some instances, these general clauses have been expanded upon in
other sections /exhibits of /to this contract. To the extent that other provisions of the contract provide more
specificity than these general clauses, the more specific provision shall control.
1. Governmental Immunity. Notwithstanding any other provision to the contrary, no tern or condition of this
contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights,
benefits, protection or other provisions of the Colorado Govemmental Immunity Act, Section 24 -10 -101
et.seq., CRS, as now or hereafter amended. The parties understand and agree that liability for claims for
injuries to persons or property arising out of negligence of the State of Colorado, its departments, institutions,
agencies, boards, officials and employees is controlled and limited by the provisions of Section 24 -10 -101
et.seq., CRS and the risk management statutes, Section 24 -30 -1501, et.seq., CRS as now or hereafter amended.
2. Available Funds Contingency
a. Available Funds. The State is prohibited by law from making commitments beyond the term of the
State's current fiscal year; therefore, Contractor's compensation beyond the State's current Fiscal Year
is contingent upon the continuing availability of State appropriations as provided in the Colorado
Special Provisions. Payments pursuant to this Contract shall be made only from available funds
encumbered for this Contract and the State's liability for such payments shall be limited to the
available amount remaining of such encumbered funds. In the event that state funds become
unavailable for this Contract, as determined by the State, the State may immediately terminate this
Contract or amend it accordingly.
b. Federal Funds Contingency. Payment pursuant to this contract, if in federal funds, whether in whole or
in part, is subject to and contingent upon the continuing availability of federal funds for the purposes
hereof. In the event that said funds, or any part thereof, become unavailable, as determined by the
State, the State may immediately terminate this contract or amend it accordingly without liability
including liability for termination costs.
3. Billing Procedures. The State shall establish billing procedures and requirements for payment due the
Contractor in providing performance pursuant to this contract. The Contractor shall comply with the established
billing procedures and requirements for submission of billing statements. The State shall comply with CRS 24-
30- 202(24) when paying vendors upon receipt of a correct notice of the amount due for goods or services
provided hereunder.
4. Exhibits - Interpretation. Unless otherwise stated, all referenced exhibits are incorporated herein and made a
part of this contract. Unless otherwise stated, the terms of this contract shall control over any conflicting terms
in any of its exhibits. In the event of conflicts or inconsistencies between this contract and its exhibits or
attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following
order of priority: 1) the Special Provisions of this Contract; 2) the Additional Provisions Exhibit A and its
attachments if included; 3) the Contract (other than the Special Provisions); 4) the RFP if applicable and
attached; 5) the Scope /Statement of Work Exhibit B and its attachments if included; 6) the Contractor's
proposal if applicable and attached; 7) other exhibits/attachments in their order of appearance.
The conditions, provisions, and terms of any RFP attached hereto, if applicable, establish the minimum
standards of performance that the Contractor must meet under this Contract. If the Contractor's Proposal, if
attached hereto, or any attachments or exhibits thereto, or the Scope /Statement of Work Exhibit B, establish
or create standards of performance greater than those set forth in the RFP, then the Contractor shall also
meet those standards of performance under this Contract.
5. Notice and Representatives. For the purposes of this contract, the representative for each party is as designated
herein. Any notice required or permitted may be delivered in person or sent by registered or certified mail,
return receipt requested, to the party at the address provided, and if sent by mail it is effective when posted in a
Contract Template_InterGovemmental 01 1111 Page 3 of 18
U.S. Mail Depository with sufficient postage attached thereto. Notice of change of address or change or
representative shall be treated as any other notice.
6. Contractor Representations - Qualifications / Licenses /Approvals /Insurance. The Contractor certifies that, at
the time of entering into this contract, it and its agents have currently in effect all necessary licenses,
certifications, approvals, insurance, etc. required to properly provide the services and/or supplies covered
by this contract in the state of Colorado. Proof of such licenses, certifications, approvals, insurance, etc.
shall be provided upon the State's request. Any revocation, withdrawal or non - renewal of necessary license,
certification, approval, insurance, etc. required for the Contractor to properly perform this contract, shall be
grounds for termination of this contract by the State.
Contractor certifies that it is qualified to perform such services or provide such deliverables as delineated in this
contract.
7. Legal Authority. The Contractor warrants that it possesses the legal authority to enter into this contract and that
it has taken all actions required by its procedures, by -laws, and/or applicable law to exercise that authority, and
to lawfully authorize its undersigned signatory to execute this contract and bind the Contractor to its terms. The
person(s) executing this contract on behalf of the Contractor warrant(s) that such person(s) have full
authorization to execute this contract.
8. Insurance — Contractor. The Contractor is a "public entity" within the meaning of the Colorado
Governmental Immunity Act (CGIA), section 24 -10 -101, et seq., C.R.S., as amended. Therefore, at all
times during the initial term of this Contract, and any renewals or extensions hereof, the Contractor shall
maintain such liability insurance, by commercial policy or self - insurance, as is necessary to meet its
liabilities under the CGIA. If requested by the State, the Contractor shall provide the State with written
proof of such insurance coverage.
9. Rights in Data, Documents and Computer Software or Other Intellectual Property. All intellectual property
including without limitation, databases, software, documents, research, programs and codes, as well as all,
reports, studies, data, photographs, negatives or other documents, drawings or materials prepared by the
Contractor in the performance of its obligations under this contract shall be the exclusive property of the
State. Unless otherwise stated, all such material shall be delivered to the State by the Contractor upon
completion, termination, or cancellation of this contract. Contractor shall not use, willingly allow, or cause
to have such materials used for any purpose other than the performance of the Contractor's obligations
under this contract without the prior written consent of the State. All documentation, accompanying the
intellectual property or otherwise, shall comply with the State requirements which include but is not limited
to all documentation being in a paper, human readable format which is useable by one who is reasonably
proficient in the given subject area. Software documentation shall be delivered by Contractor to the State
that clearly identifies the programming language and version used, and when different programming
languages are incorporated, identifies the interfaces between code programmed in different programming
languages. The documentation shall contain source code which describes the program logic, relationship
between any internal functions, and identifies the disk files which contain the various parts of the code.
Files containing the source code shall be delivered and their significance to the program described in the
documentation. The documentation shall describe error messages and the location in the source code, by
page, line number, or other suitable identifier, where the error message is generated. The Contractor
warrants that the delivered software will be sufficiently descriptive to enable maintenance and modification
of the software. The State's ownership rights described herein shall include, but not be limited to, the right
to copy, publish, display, transfer, prepare derivative works, or otherwise use the works.
If any material is produced under this Contract and the parties hereto mutually agreed that said material
could be copyrighted by Contractor or a third party, then the State, and any applicable federal funding
entity, shall, without additional cost, have a paid in full, irrevocable, royalty free, and non - exclusive license
to reproduce, publish, or otherwise use, and authorize others to use, the copyrightable material for any
purpose authorized by the Copyright Law of the United States as now or hereafter enacted. Upon the
written request of the State, the Contractor shall provide the State with three (3) copies of all such
copyrightable material.
Contract Template _InterGovernmental_011111 Page 4 of 18
10. Confidential or Proprietary Information. Subject to the Public (Open) Records Act, section 24 -72 -101, et
seq., C.R.S., as amended, if the Contractor obtains access to any records, files, or other information of the
State in connection with, or during the performance of, this Contract, then the Contractor shall keep all
such records, files, or other information confidential and shall comply with all laws and regulations
conceming the confidentiality of all such records, files, or information to the same extent as such laws and
regulations apply to the State. Any breach of confidentiality by the Contractor, or third party agents of the
Contractor, shall constitute good cause for the State to cancel this Contract, without liability to the State.
Any State waiver of an alleged breach of confidentiality by the Contractor, or third party agents of the
Contractor, does not constitute a waiver of any subsequent breach by the Contractor, or third party agents
of the Contractor. Contractor shall protect the confidentiality of all information used, held, created or
received in connection with this Contract and shall insure that any subcontractors or agents of Contractor
protect the confidentiality of all information under this Contract. Contractor shall use and disclose
confidential information only for purposes of this Contract and for the operation and administration of the
Contractor. Contractor shall implement appropriate safeguards as are necessary to prevent the use of
disclosure of confidential information and shall maintain a comprehensive written information privacy and
security program that includes administrative, technical and physical safeguards for the electronic
transmission of confidential information which are appropriate to the size and complexity of the
Contractor's operations and the nature and scope of its activities. Contractor shall promptly notify the State
if Contractor breaches the confidentiality of any information covered by this Contract.
The Contractor must identify to the State the information that it considers confidential or proprietary. This is a
continuing obligation. Confidential or proprietary information for the purpose of this paragraph is information
relating to Contractor's research, development, trade secrets, business affairs, internal operations and
management procedures and those of its customers, clients or affiliates, but does not include information
lawfully obtained by third parties, information which is in the public domain, or information which is or could
have been acquired/developed independently by the State or a third party. Notwithstanding the foregoing, the
State shall not be in violation of its obligations under this section should it disclose confidential information if
such disclosure is, in the sole opinion of the State's legal counsel, required by applicable law and/or legal
process (including, but not limited to, disclosures required pursuant to the Colorado (Open) Public Records Act,
sections 24 -72 -201, et. seq, C.R.S., as now or hereafter amended). The State shall endeavor to provide notice to
the Contractor, as promptly as practicable under the circumstances, of any demand, request, subpoena, court
order or other action requiring such disclosure, in order to afford Contractor the opportunity to take such lawful
action as it deems appropriate to oppose, prevent or limit the disclosure, solely at its own instance and expense;
but nothing herein shall be construed to require the State to refuse or delay compliance with any such law, order
or demand.
11. Records Maintenance, Performance Monitoring & Audits. The Contractor shall maintain a complete file of
all records, documents, communications, and other materials that pertain to the operation of the
program /project or the delivery of services under this contract. Such files shall be sufficient to properly
reflect all direct and indirect costs of labor, materials, equipment, supplies and services, and other costs of
whatever nature for which a contract payment was made. These records shall be maintained according to
generally accepted accounting principles and shall be easily separable from other Contractor records.
The Contractor shall protect the confidentiality of all records and other materials containing personally
identifying information that are maintained in accordance with this contract. Except as provided by law, no
information in possession of the Contractor about any individual constituent shall be disclosed in a form
including identifying information without the prior written consent of the person in interest, a minor's
parent, guardian, or the State. The Contractor shall have written policies governing access to, duplication
and dissemination of, all such information and advise its agents, if any, that they are subject to these
confidentiality requirements. The Contractor shall provide its agents, if any, with a copy or written
explanation of these confidentiality requirements before access to confidential data is permitted.
The Contractor authorizes the State, the federal government or their designee, to perform audits and /or
inspections of its records, at any reasonable time during the term of this contract and for a period of six (6)
years following the termination of this contract, to assure compliance with the state or federal govemment's
terms and/or to evaluate the Contractor's performance. Any amounts the State paid improperly shall be
immediately returned to the State or may be recovered in accordance with other remedies.
Contract Template_InterGovemmental_01 11 11 Page 5 of 18
All such records, documents, communications, and other materials shall be the property of the State unless
otherwise specified herein and shall be maintained by the Contractor in a central location as custodian for
the State on behalf of the State, for a period of six (6) years from the date of final payment or submission of
the final federal expenditure report under this contract, unless the State requests that the records be retained
for a longer period, or until an audit has been completed with the following qualification. If an audit by or
on behalf of the federal and/or state government has begun but is not completed at the end of the six (6)
year period, or if audit findings have not been resolved after a six (6) year period, the materials shall be
retained until the resolution of the audit findings.
The Contractor shall permit the State, any other governmental agency authorized by law, or an authorized
designee thereof, in its sole discretion, to monitor all activities conducted by the Contractor pursuant to the
terms of this contract. Monitoring may consist of internal evaluation procedures, reexamination of program
data, special analyses, on -site verification, formal audit examinations, or any other procedures as deemed
reasonable and relevant. All such monitoring shall be performed in a manner that will not unduly interfere
with contract work.
12. Taxes. The State, as purchaser, is exempt from all federal excise taxes under Chapter 32 of the Internal
Revenue Code [No. 84- 730123K] and from all state and local government use taxes [C.R.S. 39- 26- 114(a)
and 203, as amended]. The Contractor is hereby notified that when materials are purchased for the benefit
of the State, such exemptions apply except that in certain political subdivisions the vendor may be required
to pay sales or use taxes even though the ultimate product or service is provided to the State. These sales or
use taxes will not be reimbursed by the State.
13. Conflict of Interest. During the term of this contract, the Contractor shall not engage in any business or
personal activities or practices or maintain any relationships which conflict in any way with the Contractor
fully performing his/her obligations under this contract.
Additionally, the Contractor acknowledges that, in governmental contracting, even the appearance of a
conflict of interest is harmful to the interests of the State. Thus, the Contractor agrees to refrain from any
practices, activities or relationships which could reasonably be considered to be in conflict with the
Contractor's fully performing his/her obligations to the State under the terms of this contract, without the
prior written approval of the State.
In the event that the Contractor is uncertain whether the appearance of a conflict of interest may reasonably
exist, the Contractor shall submit to the State a full disclosure statement setting forth the relevant details for
the State's consideration and direction. Failure to promptly submit a disclosure statement or to follow the
State's direction in regard to the apparent conflict shall be grounds for termination of the contract.
Further, the Contractor, and its subcontractors or subgrantees, shall maintain a written code of standards
governing the performance of its employees engaged in the award and administration of contracts. No
employee, officer, or agent of the Contractor, subcontractor, or subgrantee shall participate in the selection,
or in the award or administration of a contract or subcontract supported by Federal funds if a conflict of
interest, real or apparent, would be involved. Such a conflict would arise when:
a. The employee, officer or agent;
b. Any member of the employee's immediate family;
c. The employee's partner; or
d. An organization which employees, or is about to employ, any of the above,
has a financial or other interest in the firm selected for award. The Contractor's, subcontractor's, or
subgrantee's officers, employees, or agents will neither solicit nor accept gratuities, favors, or anything of
monetary value from Contractor's potential contractors, or parties to subagreements.
14. Inspection and Acceptance (Services) and Contractor Warranty. The State reserves the right to inspect
services provided under this contract at all reasonable times and places during the term of the contract.
"Services" as used in this clause includes services performed or tangible material produced or delivered in
the performance of services. If any of the services do not conform to contract requirements, the State may
require the contractor to perform the services again in conformity with contract requirements, with no
Contract Template_InterGovernmental 01 1 111 Page 6 of 18
additional payment. When defects in the quality or quantity of service cannot be corrected by re-
performance, the State may (1) require the contractor to take necessary action to ensure that the future
performance conforms to contract requirements and (2) equitably reduce the payment due the contractor to
reflect the reduced value of the services performed. These remedies in no way limit the remedies available
to the State in the termination provisions of this contract, or remedies otherwise available at law.
Contractor warrants that all supplies furnished under this contract shall be free from defects in materials or
workmanship, are installed properly and in accordance with manufacturer recommendations or other
industry standards, and will function in a failure -free manner for a period of one (1) year from the date of
delivery or installation. Contractor shall, at its option, repair or replace any supplies that fail to satisfy this
warranty during the warranty period. Additionally, Contractor agrees to assign to the State all written
manufacturer warranties relating to the supplies and to deliver such written warranties to the State.
15. Adjustments in Price. Adjustments to contract prices are allowable only so long as they are mutually agreeable
by the parties and so long as they are included within a contract amendment made prior to the effective date of
the price adjustments and made pursuant to the State of Colorado Fiscal Rules, signed by the parties, and
approved by the State Controller or designee. The Contractor shall provide cost or pricing data for any price
adjustment subject to the provisions of the Cost or Pricing Data Section of the Colorado State Procurement
Rules. Any adjustment in contract price pursuant to the application of a clause in this contract shall be made in
one or more of the following ways:
a. By agreement on a fixed -price adjustment;
b. By unit prices specified in the contract;
c. In such other manner as the parties may mutually agree; or
d. In the absence of agreement between the parties, by a unilateral determination by the procurement
officer of the costs attributable to the event or situation covered by the clause, plus appropriate profit
or fee.
16. Contract Modifications. This contract is subject to such modifications as may be required by changes in
Federal or State law, or their implementing regulations. Any such required modification shall
automatically be incorporated into and be part of this contract on the effective date of such change as if
fully set forth herein. If either the State or the Contractor desires to modify the terms and conditions of this
Contract, then the parties shall execute a standard written amendment to this Contract initiated by the State.
The standard written amendment must be executed and approved in accordance with all applicable laws
and rules by all necessary parties including the State Controller or delegate.
17. Litigation. The Contractor shall within five (5) calendar days after being served with a summons,
complaint, or other pleading which has been filed in any federal or state court or administrative agency
notify the State that it is a party defendant in a case which involves services provided under this contract.
The Contractor shall deliver copies of such document(s) to the State's Executive Director. The term
"litigation" includes an assignment for the benefit of creditors, and filings in bankruptcy, reorganization
and/or foreclosure.
18. Notice of Breach and Dispute Resolution: If the State or the Contractor believes in good faith that the other
party has failed to timely complete a deliverable, or has otherwise committed a material breach of this
Contract, then the non - breaching party shall notify the breaching party in writing of the alleged breach
within ten (10) business days of: 1) the date of the alleged breach if the non - breaching party is aware of the
breach at the time it occurs; or 2) the date that the non - breaching party becomes aware of the breach.
Upon receipt of written notice of an alleged breach of the Contract, the breaching party shall have ten (10)
business days, or such additional time as may be agreed to in writing between the parties, within which to
cure the alleged breach or to notify the non - breaching party in writing of the breaching party's belief that a
material breach of this Contract has not occurred. Failure of the breaching party to cure or respond in
writing within the above time period shall result in the non - breaching party being entitled to pursue any and
all remedies available at law or in equity.
Except as herein specifically provided otherwise, disputes concerning the performance of this contract
which cannot be resolved by the designated contract representatives shall be referred in writing to a senior
Contract Template_InterGovernmental_01 1111 Page 7 of 18
departmental management staff designated by the department and a senior manager designated by the
Contractor. Failing resolution at that level, disputes shall be presented in writing to the Executive Director
and the Contractor's chief executive officer for resolution. This process is not intended to supersede any
other process for the resolution of controversies provided by law.
The Contractor and its sureties shall be liable for any damage to the State resulting from the Contractor's
breach, whether or not the Contractor's right to proceed with the work is terminated. The State reserves the
right, in its sole discretion, to determine whether or not to accept substituted performance tendered by the
Contractor or the Contractor's sureties and acceptance is dependent upon completion of all applicable
inspection procedures.
19. Remedies: In addition to any other remedies provided for in this contract, and without limiting its remedies
otherwise available at law, the State may exercise the following remedial actions if the Contractor
substantially fails to satisfy or perform the duties and obligations in this contract. Substantial failure to
satisfy the duties and obligations shall be defined to mean significant insufficient, incorrect or improper
performance, activities, or inaction by the Contractor. Without limitation, these remedial actions include:
a. withhold payment to Contractor until the necessary services or corrections in performance are
satisfactorily completed; and/or
b. require the vendor to take necessary action to ensure that the future performance conforms to
contract requirements; and/or
c. request the removal from work on the contract of employees or agents of Contractor whom the
State justifies as being incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable,
or whose continued employment on the contract the State deems to be contrary to the public
interest or not in the best interest of the State; and/or
d. deny payment for those services or obligations which have not been performed and which due to
circumstances caused by Contractor cannot be performed, or if performed would be of no value to
the State; denial of the amount of payment must be reasonably related to the value of work or
performance lost to the State; and /or
e. suspend Contractor's performance pending necessary corrective action as specified by the State
without Contractor's entitlement to adjustment in price /cost or schedule; and/or
f. modify or recover payments (from payments under this contract or other contracts between the
State and the vendor as a debt due to the State) to correct an error due to omission, error, fraud
and/or defalcation; and/or
g. terminate the contract.
These remedies in no way limit the remedies available to the State in the termination provisions of this
contract, or remedies otherwise available at law.
20. Termination.
a. Termination for Default. The State may terminate the contract for cause. In the event this
contract is terminated for cause, the State will only reimburse the Contractor for accepted work or
deliverables received up to the date of termination. In the event this contract is terminated for
cause, final payment to the Contractor may be withheld at the discretion of the State until
completion of final audit. Notwithstanding the above, the Contractor shall not be relieved of
liability to the State for any damages sustained by the State by virtue of any breach of the contract
by the Contractor, and the State may withhold any payment to the Contractor for the purposes of
mitigating its damages until such time as the exact amount of damages due to the State from the
Contractor is determined. If it is determined that the Contractor was not in default then such
termination shall be treated as a termination for convenience as described herein. In the event of
termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models,
photographs, and reports or other material prepared by the contractor under this contract shall, at
the option of the State, become its property, and the Contractor shall be entitled to receive just and
equitable compensation for any services and supplies delivered and accepted. The Contractor
shall be obligated to return any payment advanced under the provisions of this contract.
Contract Template_InterGovernmental_01 11 11 Page 8 of 18
b. Termination for Convenience. The State shall have the right to terminate this contract at any time
the State determines necessary by giving the Contractor at least twenty (20) calendar days prior
written notice. If notice is so given, this contract shall terminate on the expiration of the specified
time period, and the liability of the parties hereunder for further performance of the terms of this
contract shall thereupon cease, but the parties shall not be released from the duty to perform their
obligations up to the date of termination. In the event of termination, all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other
material prepared by the contractor under this contract shall, at the option of the State, become its
property, and the Contractor shall be entitled to receive just and equitable compensation for any
satisfactory services and supplies delivered.
In the event that the State terminates this contract under the Termination for Convenience
provisions, the Contractor is entitled to submit a termination claim within ten (10) days of the
effective date of termination. The termination claim shall address and the State shall consider
paying the following costs:
1. the contract price for performance of work, which is accepted by the State, up to the
effective date of the termination;
II. reasonable and necessary costs incurred in preparing to perform the terminated portion of
the contract;
111. reasonable profit on the completed but undelivered work up to the date of termination;
IV. the costs of settling claims arising out of the termination of subcontracts or orders, not to
exceed 30 days pay for each subcontractor;
V. reasonable accounting, legal, clerical, and other costs arising out of the termination
settlement.
In no event shall reimbursement under this clause exceed the contract amount reduced by amounts
previously paid by the State to the Contractor.
c. Immediate Termination. This contract is subject to immediate termination, in whole or in part, by
the State without further liability in all of the following circumstances:
I. In the event that the State determines that the health, safety, or welfare of persons
receiving services may be in jeopardy;
11. Upon verifying that the Contractor has engaged in or is about to participate in fraudulent
or other illegal acts; or
111. If State or federal funds are not appropriated, or otherwise become unavailable to fund
this Contract.
21. Stop Work Order. Upon written approval by the State Procurement Officer or delegee, the State may, by
written order to the Contractor, at any time, and without notice to any surety, require the Contractor to stop
all or any part of the work called for by this contract. This order shall be for a specified period after the
order is delivered to the Contractor. Any such order shall be identified specifically as a stop work order
issued pursuant to this clause. Upon receipt of such an order, the Contractor shall forthwith comply with its
terms and take all reasonable steps to minimize the incurring of costs allocable to the work covered by the
order during the period of work stoppage. Before the stop work order expires, as legally extended, the
State Procurement Officer or delegee shall either:
a. Cancel the stop work order; or
b. Terminate the work covered by such order; or
c. Terminate the contract.
If a stop work order issued under this clause is properly canceled, the Contractor shall have the right to
resume work. An appropriate adjustment shall be made in the delivery schedule or contract price, or both,
and the contract shall be modified accordingly in writing pursuant to the terms of this contract dealing with
contract modifications, if:
Contract _Template_lnterGovernmental_01 111 1 Page 9 of 18
•
a. The stop work order results in increased time required for, or in the Contractor's cost properly
allocable to, the performance of any part of this contract; and
b. The Contractor asserts claim for such an adjustment within thirty (30) days after the end of the
period of work stoppage.
If the work covered by such order is terminated for default or convenience, the reasonable costs resulting
from the stop work order shall be allowed by adjustment or otherwise and such adjustment shall be in
accordance with the Price Adjustment Clause of this contract.
22. Venue. The parties agree that exclusive venue for any action related to performance of this contract shall be in
the City and County of Denver, Colorado.
23. Understanding of the Parties.
a. Complete Integration. This contract is intended as the complete integration of all understandings
between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto
shall have any force or effect whatsoever, unless embodied herein in writing. No subsequent
novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect
unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules.
b. Severability. To the extent that this contract may be executed and performance of the obligations
of the parties may be accomplished within the intent of the contract, the terms of this contract are
severable, and should any term or provision hereof be declared invalid or become inoperative for
any reason, such invalidity or failure shall not affect the validity of any other term or provision
hereof.
c. Binding Agreement. Except as herein specifically provided otherwise, it is expressly understood
and agreed that this contract shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns. All rights of action relating to enforcement of the terms
and conditions shall be strictly reserved to the State and the named Contractor. Nothing contained
in this agreement shall give or allow any claim or right of action whatsoever by any other third
person. It is the express intention of the State and the Contractor that any such person or entity,
other than the State or the Contractor, receiving services or benefits under this agreement shall be
deemed an incidental beneficiary only.
d. Waiver. The waiver of any breach of a term hereof shall not be construed as a waiver of any other
term, or the same term upon subsequent breach.
e. Continuing Obligations. The State and the Contractor's obligations under this contract shall survive
following termination or expiration to the extent necessary to give effect to the intent and
understanding of the parties.
f. Assignment and Change In Ownership, Address, Financial Status. Except as herein specifically
provided otherwise, the rights, duties and obligations of the Contractor arising hereunder cannot
be assigned, delegated, subgranted or subcontracted except with the express prior written consent
of the State, which consent shall not be unreasonably withheld. In the case of assignment or
delegation, Contractor and the State shall execute the standard State novation agreement prior to
the assignment or delegation being effective against the State. The subgrants and subcontracts
permitted by the State shall be subject to the requirements of this contract. The Contractor is
responsible for all subcontracting arrangements, delivery of services, and performance of any
subgrantor or subcontractor. The Contractor warrants and agrees that any subgrant or subcontract,
resulting from its performance under the terms and conditions of this contract, shall include a
provision that the said subgrantor or subcontractor shall abide by the terms and conditions hereof.
Also, the Contractor warrants and agrees that all subgrants or subcontracts shall include a
provision that the subgrantor or subcontractor shall indemnify and hold harmless the State. The
subgrantors or subcontractors must be certified to work on any equipment for which their services
are obtained.
Contract Template_InterGovemmental_01 111 1 Page 10 of 18
This provision shall not be construed to prohibit assignments of the right to payment to the extent
permitted by section 4 -9 -318, CRS, provided that written notice of assignment adequate to identify
the rights assigned is received by the controller for the agency, department, or institution executing
this contract. Such assignment shall not be deemed valid until receipt by such controller — as
distinguished from the State Controller — and the Contractor assumes the risk that such written
notice of assignment is received by the controller for the agency, department, or institution
involved.
The Contractor is required to formally notify the State prior to, or if circumstances do no allow
prior notification then immediately following, any of the following:
1. change in ownership;
I I. change of address;
III. the filing of bankruptcy.
g. Force Majeure. Neither the Contractor nor the State shall be liable to the other for any delay in, or
failure of performance of, any covenant or promise contained in this contract, nor shall any delay
or failure constitute default or give rise to any liability for damages if, and only to the extent that,
such delay or failure is caused by "force majeure." As used in this contract "force majeure" means
acts of God; acts of the public enemy; acts of the State and any governmental entity in its
sovereign or contractual capacity; fires; floods, epidemics; quarantine restrictions, strikes or other
labor disputes; freight embargoes; or unusually severe weather.
h. Changes In Law. This contract is subject to such modifications as may be required by changes in
applicable federal or State law, or their implementing rules, regulations, or procedures. Any such
required modification shall automatically be incorporated into and be part of this contract on the
effective date of such change as if fully set forth herein. Except as provided above, no
modification of this contract shall be effective unless agreed to in writing by both parties in the
form of a written amendment to this Contract that has been previously executed and approved in
accordance with applicable law.
i. Media or Public Announcements. Unless otherwise provided for in this Contract, the Contractor
shall not make any news release, publicity statement, or other public announcement, either in
written or oral form that concerns the work provided under this Contract, without the prior written
approval of the State. The Contractor shall submit a written request for approval to the State no
Tess than ten (10) business days before the proposed date of publication. The State shall not
unreasonably withhold approval of the Contractor's written request to publish. Approval or denial
of the Contractor's request by the State, shall be delivered to the Contractor in writing within six
(6) business days from the date of the State's receipt of Contractor's request for approval.
If required by the terms and conditions of a federal or state grant, the Contractor shall obtain the
prior approval of the State and all necessary third parties prior to publishing any materials
produced under this Contract. I f required by the terms and conditions of a federal or state grant,
the Contractor shall also credit the State and all necessary third parties with assisting in the
publication of any materials produced under this Contract. It shall be the obligation of the
Contractor to inquire of the State as to whether these requirements exist and obtain written
notification from the State as Contractor deems appropriate.
24. Intellectual Indemnity. Contractor shall defend, at its sole expense, any claim(s) or suit(s) brought against
the State alleging that the use by the State of any product(s), or any part thereof, supplied by Contractor
under this agreement constitutes infringement of any patent, copyright, trademark, or other proprietary
rights, provided that the State gives Contractor written notice within twenty (20) days of receipt by the
State of such notice of such claim or suit, provides assistance and cooperation to Contractor in connection
with such action, and Contractor has sole authority to defend or settle the claim. Contractor shall consult
the State regarding such defense and the State may, at its discretion and expense, participate in any defense.
Should the State not choose to participate, Contractor shall keep the State advised of any settlement or
defense.
Contract Template_InterGovemmental_01 11 1 1 Page 11 of 18
Contractor shall have liability for all such claims or suits, except as expressly provided herein, and shall
indemnify the State for all liability incurred by the State as a result of such infringement. Contractor shall
pay all reasonable out -of- pocket costs and expenses, and damages finally awarded by a court of competent
jurisdiction, awarded or agreed to by Contractor regarding such claims or suits.
If the product(s), or any part thereof, become the subject of any claim, suit or proceeding for infringement
of any patent, trademark or copyright, or in the event of any adjudication that the product(s), or any part
thereof, infringes any patent, trademark or copyright, or if the sub - license or use of the product(s), or any
part thereof, is enjoined, Contractor, after consultation with the State, shall do one of the following at
Contractor's expense:
a. produce for the State the right under such patent, trademark or copyright to use or sub - license, as
appropriate, the product or such part thereof; or
b. replace the product(s), or part thereof, with other suitable products or parts conforming to the
original license and State specifications; or
c. suitably modify the products, or part thereof.
Except as otherwise expressly provided herein, Contractor shall not be liable for any costs or expenses
incurred without its prior written authorization.
Contractor shall have no obligation to defend against or to pay any costs, damages or attorney's fees with
respect to any claim based upon:
a. the use of an altered release if Contractor had not consented to the alteration; or
b. the combination, operation or use of the product(s) with programs or data which were not
furnished by Contractor, if such infringement would have been avoided if the programs or data
furnished by persons or entities other than Contractor had not been combined, operated or used
with the product(s); or
c. the use of product(s) on or in connection with equipment or software not permitted under this
contract if such infringement would have been avoided by not using the product(s) on or in
connection with such other equipment or software.
25. Conformance with Law. If this Contract involves federal funds or compliance is otherwise federally
mandated, the Contractor and its agent(s) shall at all times during the term of this contract strictly adhere to
all applicable federal laws, state laws, Executive Orders and implementing regulations as they currently
exist and may hereafter be amended. Without limitation, these federal laws and regulations include:
a. Office of Management and Budget Circulars A -21, A -87, A -102, A -110, A -122, A -133, and The
Common Rule for Uniform Administrative Requirements for Grants and Cooperative Agreements
to State and Local Governments, as applicable;
b. the "Hatch Act" (5 U.S.C. 1501 -1508) and Public Law 95 -454, Section 4728. These federal
statutes declare that federal funds cannot be used for partisan political purposes of any kind by any
person or organization involved in the administration of federally- assisted programs;
c. the "Davis -Bacon Act" (40 U.S.C. 276A- 276A -5). This federal Act requires that all laborers and
mechanics employed by contractors or subcontractors to work on construction projects financed
by federal assistance must be paid wages not less than those established for the locality of the
project by the Secretary of Labor;
d. 42 U.S.C. 6101 et seq., 42 U.S.C. 2000d, 29 U.S.C. 794. These federal Acts mandate that no
person shall, on the grounds of race, color, national origin, age, or disability, be excluded from
participation in or be subjected to discrimination in any program or activity funded, in whole or in
part, by federal funds;
e. the "Americans with Disabilities Act" (Public Law 101 -336; 42 U.S.C. 12101, 12102, 12111 -
12117, 12131 - 12134, 12141 - 12150, 12161 - 12165, 12181 - 12189, 12201 - 12213 and 47
U.S.C. 225 and 47 U.S.C. 611);
f. if the Contractor is acquiring an interest in real property and displacing households or businesses
in the performance of this Contract, then the Contractor is in compliance with the "Uniform
Contract Template_InterGovemmental_01 1111 Page 12 of 18
Relocation Assistance and Real Property Acquisition Policies Act ", as amended, (Public Law 91-
646, as amended, and Public Law 100 -17, 101 Stat. 246 - 256);
g. when applicable, the Contractor shall comply with the provisions of the "Uniform Administrative
Requirements for Grants and Cooperative Agreements to State and Local Governments"
(Common Rule);
h. Section 2101 of the Federal Acquisition Streamlining Act of 1994, Public Law 103 -355, which
prohibits the use of federal money to lobby the legislative body of a political subdivision of a
State; and
i. If the Contractor is a covered entity under the Health Insurance Portability and Accountability Act
of 1996, 42 U.S.C. 1320d — 1320d -8, the Contractor shall comply with applicable HIPAA
requirements. If Contractor is a business associate under HIPAA, Contractor hereby agrees
to, and has an affirmative duty to, execute the State's current HIPAA Business Associate
Agreement. In this case, Contractor must contact the State's representative and request a
copy of the Business Associate Agreement, complete the agreement, have it signed by an
authorized representative of the Contractor, and deliver it to the State.
j. The Federal Funding Accountability and Transparency Act of 2006 (Public Law 109 -282), as
amended by §6062 of Public Law 110 -252, including without limitation all data reporting
requirements required thereunder. This Act is also referred to as FFATA.
6. Contractor Affirmation. If this Contract involves federal funds or compliance is otherwise federally mandated,
then by signing and submitting this Contract the Contractor affirmatively avers that:
a. the Contractor is in compliance with the requirements of the "Drug -Free Workplace Act" (Public
Law 100 -690 Title V, Subtitle D, 41 U.S.C. 701 et seq.);
b. the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from covered transactions by any federal department or agency; the
Contractor shall comply with all applicable regulations pursuant to Executive Order 12549,
including, Debarment and Suspension and Participants' Responsibilities, 29 C.F.R. 98.510 (1990);
and,
c. the Contractor shall comply with all applicable regulations pursuant to Section 319 of Public Law
101 -121, Guidance for New Restrictions on Lobbying, including, Certification and Disclosure, 29
C.F.R. 93.1 10(1990).
27. Annual Audits. If the Contractor expends federal funds from all sources (direct or from pass- through
entities) in an amount of $500,000 or more during its fiscal year, then the Contractor shall have an audit of
that fiscal year in accordance with Office of Management and Budget (OMB) Circular A -133 (Audits of
States, Local Governments, and Non - Profit Organizations). If the Contractor expends federal funds
received from the State in an amount of $500,000 or more during its fiscal year, then the Contractor shall
furnish one (1) copy of the audit report(s) to the State's Internal Audit Office within thirty (30) calendar
days after the Contractor's receipt of its auditor's report or nine (9) months after the end of the Contractor's
audit period, whichever is earlier. If (an) instance(s) of noncompliance with federal laws and regulations
occurs, then the Contractor shall take all appropriate corrective action(s) within six (6) months of the
issuance of (a) report(s).
If the Contractor submits an annual indirect cost proposal to the State for review and approval, then the
Contactor's auditor shall audit the proposal in accordance with the requirements of OMB Circulars A -21
(Cost Principles for Educational Institutions), A -87 (Cost Principles for State, Local, and Tribal
Governments), or A -122 (Cost Principles for Non - Profit Organizations), whichever is applicable.
28. Holdover. In the event that the State desires to continue the services provided for in this Contract and a
replacement contract has not been fully executed by the expiration date of the Contract, this Contract may
be extended unilaterally by the State for a period of up to two (2) months upon written notice to the
Contractor under the same terms and conditions of the original Contract including, but not limited to,
prices, rates, and service delivery requirements. However, this extension terminates when the replacement
contract becomes effective when signed by the State Controller or an authorized delegate.
Contract Template_InterGovemmental_01 11 11 Page 13 of 18
29. Survival of Certain Contract Terms. Notwithstanding anything in this contract to the contrary, the parties
understand and agree that all terms and conditions of this contract which may require continued
performance, compliance, or effect beyond the termination date of the contract and shall survive such
termination date and shall be enforceable by the State as provided herein in the event of failure to perform
or comply by the Contractor.
30. STATEWIDE CONTRACT MANAGEMENT SYSTEM [This section shall apply when the Effective
Date is on or after July 1, 2009 and the maximum amount payable to Contractor hereunder is $100,000 or
higher]
By entering into this Contract, Contractor agrees to be governed, and to abide, by the provisions of CRS
§24 -102 -205, §24 -102 -206, §24- 103 -601, §24- 103.5 -101 and §24 -105 -102 concerning the monitoring of
vendor performance on state contracts and inclusion of contract performance information in a statewide
contract management system.
Contractor's performance shall be evaluated in accordance with the terms and conditions of this Contract,
State law, including CRS §24- 103.5 -101, and State Fiscal Rules, Policies and Guidance. Evaluation of
Contractor's performance shall be part of the normal contract administration process and Contractor's
performance will be systematically recorded in the statewide Contract Management System. Areas of
review shall include, but shall not be limited to quality, cost and timeliness. Collection of information
relevant to the performance of Contractor's obligations under this Contract shall be determined by the
specific requirements of such obligations and shall include factors tailored to match the requirements of the
Statement of Project of this Contract. Such performance information shall be entered into the statewide
Contract Management System at intervals established in the Statement of Project and a final review and
rating shall be rendered within 30 days of the end of the Contract term. Contractor shall be notified
following each performance and shall address or correct any identified problem in a timely manner and
maintain work progress.
Should the final performance evaluation determine that Contractor demonstrated a gross failure to meet the
performance measures established under the Statement of Project, the Executive Director of the Colorado
Department of Personnel and Administration (Executive Director), upon request by the Colorado
Department of Public Health and Environment and showing of good cause, may debar Contractor and
prohibit Contractor from bidding on future contracts. Contractor may contest the final evaluation and result
by: (i) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS
§24 -105- 102(6)), or (ii) under CRS §24- 105- 102(6), exercising the debarment protest and appeal rights
provided in CRS § §24- 109 -106, 107, 201 or 202, which may result in the reversal of the debarment and
reinstatement of Contractor, by the Executive Director, upon showing of good cause.
Contract Template _InterGovernmental_011111 Page 14 of 18
SPECIAL PROVISIONS
These Special Provisions apply to all contracts except where noted in italics.
1. CONTROLLER'S APPROVAL. CRS §24 30 202(1). This contract shall not be valid until it has been approved by
the Colorado State Controller or designee.
2. FUND AVAILABILITY. CRS §24 - 202(5.5). Financial obligations of the State payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.
3. GOVERNMENTAL IMMUNITY. No term or condition of this contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado
Governmental Immunity Act, CRS §24 -10 -101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et
seq., as applicable now or hereafter amended.
4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and not
as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of the State. Contractor and its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for
Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its
employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract. Contractor
shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as
expressly set forth herein. Contractor shall (a) provide and keep in force workers' compensation and unemployment
compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c)
be solely responsible for its acts and those of its employees and agents.
5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws, rules, and
regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this contract. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by
reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or
enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision
rendered null and void by the operation of this provision shall not invalidate the remainder of this contract, to the extent
capable of execution.
7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra-
judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and
void.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable
under this contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of
federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term
of this contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to
prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the
State may exercise any remedy available at law or in equity or under this contract, including, without limitation,
immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
9. EMPLOYEE FINANCIAL INTEREST /CONFLICT OF INTEREST. CRS § §24 - 201 and 24 - 507. The
signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in
the service or property described in this contract. Contractor has no interest and shall not acquire any interest, direct or
indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall
not employ any person having such known interests.
10. VENDOR OFFSET. CRS § §24 30 (I) and 24 - 30 - 202.4. [Not Applicable to intergovernmental agreements]
Subject to CRS §24 -30 -202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept
Contract _Template_lnterGovernmental 01 1111 Page 15 of 18
system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid
balances of tax, accrued interest, or other charges specified in CRS §39 -21 -101, et seq.; (c) unpaid loans due to the
Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment
Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial
action.
11. PUBLIC CONTRACTS FOR SERVICES. CRS §8- 17.5 -101. [Not Applicable to agreements relating to the
offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored
projects, intergovernmental agreements, or information technology services or products and services] Contractor
certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform
work under this contract and will confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this contract, through participation in the E- Verify Program
or the Department program established pursuant to CRS §8- 17.5- 102(5)(c), Contractor shall not knowingly employ
or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that
fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to
perform work under this contract. Contractor (a) shall not use E- Verify Program or Department program procedures
to undertake pre - employment screening of job applicants while this contract is being performed, (b) shall notify the
subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a
subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the
subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of
receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation,
undertaken pursuant to CRS §8 -17.5- 102(5), by the Colorado Department of Labor and Employment. If Contractor
participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of
Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined
the legal work status of such employee, and shall comply with all of the other requirements of the Department
program. If Contractor fails to comply with any requirement of this provision or CRS §8 -17.5 -101 et seq., the
contracting State agency, institution of higher education or political subdivision may terminate this contract for
breach and, if so terminated, Contractor shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24 76.5 - 101. Contractor, if a natural person
eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen
or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of
CRS §24- 76.5 -101 et seq., and (c) has produced one form of identification required by CRS §24- 76.5 -103 prior to
the effective date of this contract.
Revised 1 - 1 - 09
CDPHE Version 1.0 (4/04) Page 16 of 18 Revised: 10/07/09
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
* Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's
behalf and acknowledge that the State is relying on their representations to that effect.
CONTRACTOR: STATE OF COLORADO:
John W. Hickenlooper, GOVERNOR
City of Pueblo, a Municipal Corporation
Legal Name of Contracting Entity By
vo For Executive Director
�L ` e). Department of Public Health and Environment
u orized Officer
S-iar Ae/1 G. N4 BLOC K.L
Print Name of Authorized Officer
( 1 Department Program Approval:
?�e5 o C� y Co oyN 41 I By
Ze-ef
Print Title of Authorized Officer
LEGAL REVIEW
AT STED BY CITY CLERK John W. Suthers, orney General
B l N► K
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30 -202 requires the State Controller to approve all State Contracts. This Contract is not valid
until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin
performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not
obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.
STATE CONTROLLER:
Robert Jaros, CPA, MBA, JD
BY: ���✓
Date:
CDPHE Version 1.0 (4/04) Page 17 of 18 Revised: 10/07/09
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CDPHE Version 1.0 (4/04) Page 18 of 18 Revised: 10/07/09
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EXHIBIT A
ADDITIONAL PROVISIONS
To Contract Dated 09/10/2013 - Contract Routing Number 14 FAA 61445
These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above.
1. To receive compensation under the Contract, the Contractor shall submit a signed monthly CDPHE
Reimbursement Invoice Form. This form is accessible from the CDPHE Internet website
http: / /www.colorado.gov /cs/ Satellite /CDPHE- Main/CBON/1251622941228. CDPHE will provide
technical assistance in accessing and completing the form. The CDPHE Reimbursement Invoice
Form and Expenditure Details page must be submitted within forty -five (45) calendar days of the end
of the billing period for which services were rendered. Expenditures shall be in accordance with the
Statement of Work and Budget.
The Contractor shall provide the following documentation with the completed invoice; all applicable
invoices to substantiate the amount being requested. This supporting documentation shall be
submitted with the completed CDPHE Reimbursement Invoice Form and Expenditure Details page.
Scan the completed and signed CDPHE Reimbursement Invoice Form and supporting documentation
into an electronic document. Email the scanned invoice and Expenditure Details page and
supporting documentation to: Nicole Rollo, Grants and Loans Unit (GLU) Administrative Assistant,
nicole.rollo(7a state.co.us. Also, courtesy copy your GLU project manager.
Final billings under the Contract must be received by the State within a reasonable time after the
expiration or termination of the Contract; but in any event no later than forty -five (45) calendar days
from the effective expiration or termination date of the Contract.
Unless otherwise provided for in the Contract, "Local Match ", if any, shall be included on all invoices
as required by funding source.
2. Time Limit for Acceptance of Deliverables.
The State shall follow the review goals and timelines outlined within existing regulations, where
applicable. Examples of existing review processes include the site location application and design
review processes as described within the Site Location and Design Approval Regulations for
Domestic Wastewater Treatment Works 5 CCR 1002 -22 and the State of Colorado Design Criteria
for Domestic Wastewater Treatment Works WPC -DR -1. Processing of all deliverables not identified
through other existing regulatory authorities, the State and the Contractor shall adhere to the
following:
a. Initial Evaluation Period. The State shall have ninety (90) calendar days from the date a
deliverable is delivered to the State by the Contractor to initially evaluate that deliverable,
except for those deliverables that have a different time negotiated by the State and the
Contractor.
b. Notice of Defect. If the State believes in good faith that a deliverable fails to meet the
design specifications for that particular deliverable, or is otherwise deficient, then the
State shall notify the Contractor of the failure or deficiencies, in writing, within thirty
(30) calendar days of the date the State becomes aware of the failure or deficiency. The
above time frame shall apply to all deliverables except for those deliverables that have a
To be attached to CDPHE Page 1 oft Revised: 07/17/12
Version 1.0 (3/12) contract template
EXHIBIT A
different time negotiated by the State and the Contractor in writing pursuant to the State's
fiscal rules.
c. Time to Correct Defect. Upon receipt of timely written notice of an objection to a
completed deliverable, the Contractor shall have a reasonable period of time, not to
exceed thirty (30) calendar days, to correct the noted deficiencies.
3. Health Insurance Portability and Accountability Act (HIPAA) Business Associate Determination.
The State and the Contractor have determined that Contractor is not a business associate under
HIPAA.
4. The contractor shall request pre - approval from CDPHE Project Manager for budget activity
redistribution over $5,000.
To be attached to CDPHE Page 2 of 2 Revised: 07/17/12
Version 1.0 (3/12) contract template
EXHIBIT B
STATEMENT OF WORK
To Contract Dated 9/10/2013 - Contract Routing Number 14 FAA 61445
These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above.
1. Entity Name: City of Pueblo, a Municipal Corporation
Term: September 15, 2013 — May 31, 2016
I1. Project Description:
The City of Pueblo's Wastewater Treatment Facility located in Pueblo County will improve water quality by
meeting requirements of Regulation No. 85, Nutrients Management Control Regulation. This project includes a
pilot test to develop sufficient information on solids removal technologies to identify the appropriate technology
needed to meet future phosphorus and nitrogen effluent limits at the James R. Dilorio Water Reclamation Facility.
Construction of fermenter and chemical feed will commence construction improvements.
III. Definitions:
1. BNR — Biological Nutrient / Nitrogen Removal
2. BOD — Biochemical Oxygen Demand (as in BOD reduction)
3. CDPHE — Colorado Department of Public Health and Environment
4. COD — Chemical Oxygen Demand (as in soluble COD)
5. Contractor and/or Vendor — Any party to which a purchase order is issued.
6. ERU - Engineering Review Unit
7. GLU - Grants and Loans Unit
8. NCS — Nutrient Compliance Study
9. NER- Nutrient Engineering Report
10. NGP- Nutrients Grant Program
11. PDR- Process Design Report
12. PELs - Preliminary Effluent Limits
13. PER - Preliminary Engineering Report
14. POTW- Publicly Owned Treatment Works
15. RAS- Return Activated Sludge
16. SOW - Statement of Work
17. SRT- Sol ids Retention Time
18. Start up & Commissioning — Initiating and operating facility improvements
19. TIN -Total Inorganic Nitrogen
20. TP- Total Phosphorous
21. TSS- Total Suspended Solids
22. WQIF — Water Quality Improvement Fund
23. WRF — Water Reclamation Facility
24. WWTF- Wastewater Treatment Facility
IV. Performance (Work Plan and Requirements):
Planning Project Work Plan
Goal #1: To improve water quality in Colorado by meeting requirements of Regulation #85, Nutrients Management Control
Regulation.
Objective #1: No later than September 15, 2014 conduct a pilot test to develop sufficient information on solids removal
technologies to meet future phosphorus and nitrogen effluent limits at the James R. Dilorio, WRF.
Page 1 of 5
Exhibit B- Statement of Work
WQCD - May 2013
EXHIBIT B
%/ *1 ��!/ y � Budget
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Primary Activity The contractor shall conduct pilot testing on solids removal technologies for
#1 phosphorous removal.
1. The contractor shall prepare site application to conduct the pilot testing $80,000
including pilot test plan and procedures.
Sub- Activities:
2. The contractor shall analyze current operational and pilot testing data.
3. The contractor shall complete a report containing the pilot test results.
Expected Results of 1. Identify technologies to remove phosphorous and meets expected future effluent limits.
the Activity
1. The contractor shall comply with the pilot test requirements of the Site Location and Design
Approval Regulations for Domestic Wastewater Treatment Works (Regulation No. 22.8) and the
State of Colorado Design Criteria for Domestic Wastewater Treatment Works when upgrading
facilities. These documents are incorporated and made part of the SOW by reference. The
documents can be accessed at http: / /www.colorado.gov /cs /Satellite /CDPHE-
WQ /CBON/ 1251629028615
2. The contractor shall not commence pilot study construction until CDPHE authorization letter has
been issued.
3. The contractor shall conduct the pilot study in accordance with the approved testing plan and
Standards and under the guidance of the contractor's Engineer of Record (EOR). Testing will be conducted
Requirements
using a combination of treatment technology Vendor, City and EOR resources.
4. The contractor shall continue to meet their current effluent discharge permit limit during the pilot
study.
5. The content of the electronic documents and information contained on CDPHE websites may be
updated periodically during the contract term. The contractor shall monitor documents and
website content for updates and comply with all updates.
6. The contractor shall notify the WQIF Nutrients administrator via email if the website links are
broken.
Measurement of 1. Data contained in the pilot test report that are adequate to define solutions that are sufficient to
Ex • ected Results meet future effluent limits.
47,. /777,, Ir*A yq,'SAy, 7 ; z
' ‘,/ ,r Completion Date
1. The contractor shall submit site application including the Pilot Testing No later than January
Plan via email to the Project Manager and engineering section manager 30, 2014
bret.icenogle@state.co.us.
Deliverables 2. The contractor shall submit Pilot Testing Final Report via email to the No later than August
Project Manager. 1, 2014
3. The contractor shall submit a progress report form, as provided by No later than October
CDPHE, identifying progress made on the pilot study report via email to the 10; January 10; April
Project Manager. 10; and July 10
Page 2 of 5
Exhibit B- Statement of Work
WQCD - May 2013
EXHIBIT B
Design /Construction Project Work Plan
Goal #1: To improve water quality in Colorado by meeting requirements of Regulation #85, Nutrients Management Control
Regulation.
Objective #2: No later than May 1, 2016 design and construct facility improvements intended to meet future effluent
limitation for nutrients at the James R. Diloria, WRF.
ITMTEMESEMZE7fREgANYMMXISINIZMWEREEZMWIC Bud • et
Primary Activity The contractor shall complete a preliminary effluent limit (PEL) application.
#1 $25,000
Primary Activity The contractor shall prepare site application for the recommended facility
#2 improvements. $58,900
Primary Activity The contractor shall prepare a Process Design Report for the recommended
#3 facility improvements. $92,800
Primary Act The contractor shall prepare final engineering design documents for the
#4 recommended facility improvements as identified in the Preliminary $87,800
Engineering Report.
1. The contractor shall complete final drawings for the recommended improvements.
Sub - Activities: 2. The contractor shall complete final project technical specifications for the recommended
improvements.
Primary Activity The contractor shall install onsite fermenter to generate volatile fatty acids $735,500
#5 (VFAs) and add chemical feed to achieve phosphorus removal from to the WRF.
1. The contractor shall advertise project for bid submittals.
2. The contractor shall award construction contract.
3. The contractor shall manage construction of the treatment improvements including project
Sub - Activities: technical submittals.
4. The contractor shall include necessary electrical infrastructure improvements to support the
nutrient upgrades.
Expected Results of 1. The wastewater facility will procure all required approvals necessary for construction of facility
the Activity improvements that will meet future effluent limitations for nutrients.
2. Facility improvements completed to meet nutrient effluent limits.
1. The contractor shall utilize a registered licensed Professional Engineer to complete and certify
the process design report and construction documents.
2. The contractor shall obtain PEL approval from CDPHE prior to submission of the site
application.
3. The contractor shall utilize the State of Colorado Design Criteria for Wastewater Treatment
Standards and Works. This document is incorporated and made part of this SOW by reference and is available
Requirements on the following website http: / /www.colorado.gov /cs /Satellite /CDPHE-
W Q /CBON/ 125162902 8615
4. The contractor shall comply with the Site Location and Design Approval Regulations for
Domestic Wastewater Treatment Works (Regulation No. 22) when upgrading facilities. This
document is incorporated and made part of this SOW by reference and is available on the
following website http: / /www.colorado.gov /cs/ Satellite /CDPHE- WQ/CBON/1251629028615
Page 3 of 5
Exhibit B- Statement of Work
WQCD - May 2013
EXHIBIT B
5. The contractor shall utilize the Regulation 22 Application Form. This document is incorporated
and made part of this SOW by reference and is available on the following website
http: / /www.colorado.gov /cs /Sate l l ite /CDPHE- W Q /CBON/ 1251629028615
6. The contractor shall utilize the Process Design Report Submittal Checklist. This document is
incorporated and made part of this SOW by reference and is available on the following website
http: / /www.colorado.gov /cs /Satellite /CDPHE- WQ /CBON/ 1251629028615
7. The contractor shall utilize the Wastewater Design Form when submitting the engineering design
documents. This document is incorporated and made part of this SOW by reference and is
available on the following website http: / /www.colorado.gov /cs /Satellite /CDPHE-
W Q /CBON/ 1251629028615
8. The contractor shall include in the project technical specifications for the recommended
improvements, the State of Colorado Construction Bidding Requirements for State Revolving
Fund (SRF) Loan Projects. This document is incorporated and made part of this SOW by
reference and is available on the following website
http: / /www.colorado.gov /cs /Satellite /CDPHE- WQ /CBON/ 1251640440472
9. The contractor must have site application, process design report, and fi nal design approval from
CDPHE prior to construction of the fermenter and chemical feed.
10. The contractor shall invite the project manager from CDPHE, Grants and Loans Unit to any pre -
bid and pre - construction meetings related to construction of the filters.
11. CDPHE will conduct a final inspection of the construction sites. CDPHE will provide the
contractor with a copy of the final inspection report.
12. The content of the electronic documents and information contained on CDPHE websites may be
updated periodically during the contract term. The contractor shall monitor documents and
website content for updates and comply with all updates.
13. The contractor shall notify the WQIF Nutrients administrator via email if the website links are
broken.
Measurement of 1. Construction of the fermenter and chemical feed is in accordance with CDPHE issued approvals.
Ex ' ected Results
�v z �� Completion Date
1. The contractor shall submit a completed site application for the facility No later than March
upgrade via email to the CDPHE engineering section manager. 14, 2014
breticenogle@state.co.us and the Project Manager.
2. The contractor shall submit the Process Design Report via email to the No later than August
Deliverables CDPHE engineering section manager bret.icenogle@state.co.us. 6, 2014
3. The contractor shall submit final engineering design documents via email No later than October
to the CDPHE engineering section manager bret.icenogle @state.co.us and 29, 2014
the Project Manager.
4. The contractor shall submit all subcontractor agreements via email to the No later than 30 days
Project Manager. after agreements are
signed.
Page 4 of 5
Exhibit B- Statement of Work
WQCD - May 2013
EXHIBIT B
5. The contractor shall submit a progress report form, as provided by No later than October
CDPHE, identifying progress made on the design and construction via email 10; January 10;
to the Project Manager. April l0; and July 10
6. The contractor shall submit a final report including photo summary, as No later than 30 days
provided by CDPHE, on completed construction via email to the Project following final
Manager. completion
V. Monitoring:
CDPHE's monitoring of this contract for compliance with performance requirements will be conducted throughout
the contract period by the CDPHE Project Manager. Methods used will include a review of documentation
determined by CDPHE to be reflective of performance to include progress reports and other fiscal and
programmatic documentation as applicable. The Contractor's performance will be evaluated at set intervals and
communicated to the contractor. A Final Contractor Performance Evaluation will be conducted at the end of the
life of the contract.
VI. Resolution of Non - Compliance:
The Contractor will be notified in writing within 10 calendar days of discovery of a compliance issue. Within 30
calendar days of discovery, the Contractor and the State will collaborate, when appropriate, to determine the
action(s) necessary to rectify the compliance issue and determine when the action(s) must be completed. The
action(s) and time line for completion will be documented in writing and agreed to by both parties. If extenuating
circumstances arise that requires an extension to the time line, the Contractor must email a request to the CDPHE
Project Manager and receive approval for a new due date. The State will oversee the completion /implementation
of the action(s) to ensure time lines are met and the issue(s) is resolved. If the Contractor demonstrates inaction
or disregard for the agreed upon compliance resolution plan, the State may exercise its rights under the provisions
of this contract.
Page 5 of 5
Exhibit B- Statement of Work
WQCD - May 2013
EXHIBIT C
Budget
To Contract Dated 09/10/2013 - Routing Number 14 FAA 61445
These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above.
Entity Name: City of Pueblo, a Municipal Corporation
Planning Project Activity Budget
$80,000
1. The contractor shall conduct pilot testing on solids removal technologies for
phosphorous removal.
Design and Construction Project Activity Budget
1. The contractor shall complete a preliminary effluent limit (PEL) application. $25,000
2. The contractor shall prepare site application for the recommended facility $58,900
improvements.
3. The contractor shall prepare a Process Design Report for the recommended $92,800
facility improvements.
4. The contractor shall prepare final engineering design documents for the
recommended facility improvements as identified in the Preliminary $87,800
Engineering Report.
5. The contractor shall install onsite fermenter to generate volatile fatty acids
(VFAs) and add chemical feed to achieve phosphorus removal from to the $735,500
WRF.
Total Project Cost: $1,080,000
To be attached to CDPHE Page 1 of 1 Revised: 07/17/12
Version 1.0 (3/12) contract template