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HomeMy WebLinkAbout11239Docusign Envelope ID: 5286AC89-2627-8584-81D0-42B7E1AB3B54 ORDINANCE NO. 11239 AN ORDINANCE APPROVING AND ACCEPTING THE UPDATED CRISIS INTERVENTION TEAM (CIT) MASTER SERVICES AGREEMENT BETWEEN THE CITY OF PUEBLO AND HEALTH SOLUTIONS WHEREAS, the City of Pueblo is authorized to enter into agreements necessary for public and municipal purposes; and WHEREAS, the City of Pueblo and Health Solutions have jointly operated the Crisis Intervention Team (CIT) co -responder program since 2016; and WHEREAS, the updated Master Services Agreement establishes revised roles, responsibilities, compliance requirements, and service expectations aligned with current needs; and WHEREAS, acceptance and approval of the MSA benefits the health, safety, and welfare of the community; BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Crisis Intervention Team (CIT) Master Services Agreement between the City of Pueblo and Health Solutions, a Colorado nonprofit corporation, is hereby approved and accepted. SECTION 2. The Mayor is authorized to execute said Agreement, and the City Clerk shall attest and affix the Seal of the City. SECTION 3. 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 attached agreement to effectuate the policies and procedures described herein. SECTION 4. This Ordinance shall become effective on the date of final action by the Mayor and City Council. Action by Cily Council: Introduced and initial adoption of Ordinance by City Council on July 13, 2026. Final adoption of Ordinance by City Council on July 27, 2026. Docu&gnedby: President of City Council Docusign Envelope ID: 5286AC89-2627-8584-81D0-42B7E1AB3B54 Action by the Mayor: ® Approved on 07/29/2026 ❑ Disapproved on based on the following objections: �U&r ar" Mayor ❑ Council did not act to override the Mayor's veto. ❑ Ordinance re -adopted on a vote of , on ❑ Council action on failed to override the Mayor's veto. President of City Council ATTEST a uS�gned by_ 6)4 'a City Clerk Docusign Envelope ID: 5286AC89-2627-8584-81D0-42B7E1AB3B54 City Clerk's Office Item # R8 COUNCIL MEETING DATE: July 27, 2026 TO: President Mark Aliff and Members of City Council CC: Mayor Heather Graham VIA: Clyde Bishop, City Clerk FROM: Chris Noeller, Chief of Police SUBJECT: AN ORDINANCE APPROVING AND ACCEPTING THE UPDATED CRISIS INTERVENTION TEAM (CIT) MASTER SERVICES AGREEMENT BETWEEN THE CITY OF PUEBLO AND HEALTH SOLUTIONS SUMMARY: This ordinance approves the updated Master Services Agreement (MSA) between the City of Pueblo and Health Solutions for the continued operation of the Crisis Intervention Team (CIT) co -responder program. The revised MSA reflects updated service expectations, legal requirements, and program enhancements effective January 1, 2026. PREVIOUS COUNCIL ACTION: City Council has previously approved annual CIT-related contracts and grant -funded agreements with Health Solutions. BACKGROUND: Since September 1, 2016, the Pueblo Police Department and Health Solutions have collaborated to operate the Crisis Intervention Team (CIT) co -responder model. The updated 2026 Master Services Agreement formalizes current operational practices and incorporates redline corrections and required compliance measures including updated staffing, responsibilities, and confidentiality requirements. FINANCIAL IMPLICATIONS: None. BOARD/COMMISSION RECOMMENDATION: Not applicable. Docusign Envelope ID: 5286AC89-2627-8584-81D0-42B7E1AB3B54 STAKEHOLDER PROCESS: The CIT program is an operational partnership between the Pueblo Police Department and Health Solutions. ALTERNATIVES: Decline approval of the agreement. RECOMMENDATION: Approval of the Ordinance. ATTACHMENTS: 1. HS-PPD MSA June 2026 Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (this "Agreement'), effective as of January 1, 2026 (the "Effective Date"), is between Health Solutions, a Colorado nonprofit corporation, with its principal offices located at 41 Montbello Rd., Pueblo, CO 81001 ("SERVICE PROVIDER"), and the City of Pueblo, a Colorado home rule municipal corporation, acting through its Police Department ("AGENCY") (collectively, the "Parties"). Recitals WHEREAS: SERVICE PROVIDER and AGENCY have worked collaboratively since September 1, 2016 to staff and support the Crisis Intervention Team (CIT); and WHEREAS: The program has continued to expand and the parties desire to enter into this Agreement to further define the services and responsibilities of each; Now, therefore, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the Parties agree as follows: Agreement 1. SERVICES. 1.1. Statements of Work. SERVICE PROVIDER agrees to provide to AGENCY the services (the "Services") at the locations, rates, and for the durations specified in the following Statements of Work (each a "SOW") entered into by the Parties: Appendix A Unless expressly stated otherwise in this Agreement as to a particular issue, any conflicts between this Agreement and a SOW will be construed in favor of the SOW. Each time the Parties desire to add, remove, or change a SOW, they will follow the process described in this Agreement. 2. PAYMENT TERMS. Except as provided in a SOW: (a) AGENCY agrees to remit payment for all invoices within 30 days of receipt of a SERVICE PROVIDER invoice; (b) AGENCY will make all payments without right of set-off or chargeback, except for any disputed charges; and (c) if AGENCY does not pay invoices when due, SERVICE PROVIDER may charge interest at eight percent (8%) per annum, compounded annually, consistent with C.R.S. § 5-12-102, on the unpaid amounts. If there is a good faith dispute with regard to a portion of an invoice, AGENCY will provide to SERVICE PROVIDER a written notice detailing the dispute (a "Dispute Notice") within 30 days of AGENCY receipt of the SERVICE PROVIDER invoice at issue. If AGENCY provides to SERVICE PROVIDER a timely Dispute Notice, then AGENCY may withhold the disputed amount, but AGENCY must pay the Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC undisputed portion of the invoice as provided in this Agreement. Notwithstanding any other provision of this Agreement or any SOW, all financial obligations of AGENCY under this Agreement and any SOW are subject to annual appropriation by the City Council of the City of Pueblo. If sufficient funds are not appropriated or otherwise available for any fiscal year, AGENCY may terminate this Agreement and any SOW without penalty, liability for damages, or further obligation, upon written notice to SERVICE PROVIDER, and AGENCY shall be liable only for amounts due for Services rendered through the effective date of termination. 3. CONFIDENTIALITY / COMPLIANCE WITH HIPAA. 3.1. Confidentiality. Each Party will retain in strict confidence, and will not use, disclose, disseminate, or commercialize, the other Party's Confidential Information. The other Party's Confidential Information may only be used by the recipient Party in the course of performing its rights and obligations under this Agreement. "Confidential Information" means all information furnished by a Party to this Agreement to the other Party under this Agreement in oral, written, or electronic form: (a) which has value because it is not generally known, and the disclosing Party uses reasonable efforts to protect, (b) all confidential information relating to each Party's business including business plans, sales projections, business records, prices and customer lists. Confidential Information does not include: (i) information already known or independently developed by the recipient outside the scope of this relationship by personnel not having access to any Confidential Information; (ii) information already in the public domain through no wrongful act of the recipient; or (iii) information received by the recipient from a third party who has no obligation of confidentiality. Notwithstanding the foregoing, nothing in this Agreement shall require AGENCY to withhold or refrain from disclosing any information that is a public record subject to disclosure under the Colorado Open Records Act, C.R.S. § 24-72-201 et sea., the Colorado Open Meetings Law, C.R.S. § 24-6-401 etseq., or any other applicable law, regulation, court order, or federal or state grant award requirement. AGENCY shall use reasonable efforts, where time permits, to notify SERVICE PROVIDER prior to making any such disclosure. 3.2. Compliance with HIPAA. Contemporaneous with the execution of this Agreement, AGENCY agrees to execute SERVICE PROVIDER's commercially reasonable HIPAA Business Associate Agreement or the HIPAA Business Associate Agreement substantially in the form attached hereto as Schedule 1. AGENCY will be responsible for ensuring its compliance with the rules and regulations set forth in the HIPAA Business Associate Agreement. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as same may be amended from time to time. Execution of this Agreement is contingent upon contemporaneous execution by both Parties of Schedule 1, which shall be attached hereto and incorporated by reference. 4. FINANCIAL CONDITION. Each party represents that, as of the Effective Date, there are no known factors or circumstances that threaten its financial condition, solvency, or ability to conduct business in the normal course. WARRANTIES AND DISCLAIMERS. Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC 5.1. Warranties Regarding Ability to Contract and Perform. Each Party represents to the other Party that its execution, delivery, and performance of this Agreement does not and will not: (a) violate any provision of, or conflict with, any agreement, instrument, order, judgment, decree, or other arrangement to which it is a Party or by which it is bound; or (b) require any consent or approval, or violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to its activities. 5.2. No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR A SOW: (A) ANY SERVICES AND SOFTWARE PROVIDED BY SERVICE PROVIDER ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED; AND (B) SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON - INFRINGEMENT, TITLE, DESIGN, AND ANY WARRANTY ARISING FROM STATUTE, OPERATION OF LAW, CONDUCT, CUSTOM, COURSE OF DEALING OR PERFORMANCE, OR USAGE IN TRADE. AGENCY'S RIGHTS TO PENALTIES, DAMAGES, SET -OFFS, OR EARLY TERMINATION OF THIS AGREEMENT, IF ANY, ARE SET FORTH IN ONE OR MORE SOWS. 6. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7; (B) EITHER PARTY'S BREACH OF SECTION 3.1 (CONFIDENTIALITY) OR SECTION 3.2 (HIPAA) AND ANY ASSOCIATED BUSINESS ASSOCIATE AGREEMENT; (C) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (D) ANY OBLIGATION TO PAY AMOUNTS DUE FOR SERVICES RENDERED, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR LOSSES OR FOR LOST PROFITS OR BUSINESS OPPORTUNITIES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), OR THE COST OF PROCUREMENT OF SUBSTITUTE ITEMS OR SERVICES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. 7. LIMITED INDEMNIFICATION / LIABILITIES FOR OWN ACTS. 7.1. Limited Indemnification by SERVICE PROVIDER. SERVICE PROVIDER agrees to defend, indemnify, and hold AGENCY and its officers, directors, and employees harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against AGENCY based on or arising from: (1) any breach or inaccuracy of any covenant, representation, or warranty by SERVICE PROVIDER under this Agreement or a SOW; (2) the recklessness or willful misconduct of SERVICE PROVIDER, its officers, directors, agents, and employees; and/or (3) assertions under workers' compensation or similar employee benefit acts by SERVICE PROVIDER's employees or agents. 7.3. Liabilities for Own Acts. Except as otherwise set forth in this Agreement (including Section 7.1 above) or a SOW: (a) each Party agrees to be responsible for its acts and the acts of its officers', directors', and employees' acts, omissions, and liabilities; and (b) neither Party agrees to indemnify the other Party. Nothing in this Agreement shall be construed as a waiver of any of the rights, privileges, monetary limitations, or immunities available to AGENCY, its officers, agents, or Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC employees under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq., as the same may be amended from time to time. B. INSURANCE. Each Party will, at its sole cost, maintain no less than the following insurance in full force and effect during the term of this Agreement and any SOW a Comprehensive Commercial General Liability insurance with policy limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Additionally, SERVICE PROVIDER shall maintain Comprehensive Professional Liability insurance with policy limits no less than $1,000,000 per occurrence and $3,000,000 in the aggregate. All such insurance will be carried with carriers authorized to do business in the State of Colorado. AGENCY may satisfy its insurance obligations under this Section through self-insurance, participation in a pooled insurance program such as the Colorado Intergovernmental Risk Sharing Agency (CIRSA), or any combination thereof. 9. TERM AND TERMINATION. 9.1. Term. This Agreement commences on the Effective Date of this Agreement and will continue until all SOWS have expired or have been properly terminated as set forth in this Section. 9.2. Early Termination Without Cause. If permitted by a SOW, AGENCY and/or SERVICE PROVIDER may terminate the SOW without cause as set forth in the SOW. 9.3. Early Termination for Cause. If permitted by a SOW, AGENCY and/or SERVICE PROVIDER may terminate the SOW for cause as set forth in the SOW. 9.4. Termination for Loss of Grant Funding. Notwithstanding any other provision of this Agreement or any SOW, if any grant, federal pass -through award, or other external funding supporting AGENCY's payment obligations is suspended, terminated, reduced, withdrawn, or not renewed, AGENCY may terminate this Agreement and/or any affected SOW immediately upon written notice to SERVICE PROVIDER. In the event of such termination, AGENCY shall be liable only for Services rendered through the effective date of termination, and shall have no further liability or obligation to SERVICE PROVIDER. 9.5. Termination for Non -Appropriation. If sufficient funds are not appropriated or otherwise available to AGENCY for any fiscal year to perform its financial obligations under this Agreement or any SOW, AGENCY may terminate this Agreement and any affected SOW without penalty, liability for damages, or further obligation, upon written notice to SERVICE PROVIDER. AGENCY shall be liable only for amounts due for Services rendered through the effective date of termination. 10. RECORDS 10.1 All records created by Service Provider shall remain the sole and separate property of Service Provider; provided, however, that AGENCY shall have access to such records, and SERVICE PROVIDER shall provide and retain such records, to the extent reasonably necessary for AGENCY's compliance with: (a) the terms and conditions of any federal, state, or local grant award funding the Services, including without limitation 2 C.F.R. § 200.334 and any related audit, monitoring, or reporting requirements; (b) any audit, examination, or investigation by the Colorado State Auditor, Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC the Colorado Division of Criminal Justice, the U.S. Department of Health and Human Services, the Comptroller General of the United States, or any other government oversight body with jurisdiction; and (c) any applicable federal or state law or regulation. All records created by Service Provider containing protected health information, as defined by 45 CFR 160.130, are subject to the Health Insurance Portability and Accountability Act of 1996, the privacy regulations generally referred to as 45 CFR Parts 160 and 164, Subparts A and E, the confidentiality requirements of records subject to 42 CFR Part 2 and any applicable federal and state law. 10.2 Service Provider and Agency recognize and agree that disclosure of Service Provider records shall not be permitted pursuant to CRS 24-72-305 (1)(a) that such inspection would be contrary to state statutes prohibiting the disclosure of Protected Health Information. 11. MISCELLANEOUS. 11.1. Independent Parties. Nothing contained in this Agreement will be construed to imply a joint venture, partnership, principal/agent relationship, or other joint relationship, and neither Party will have the right, power or authority to create any obligation, expressed or implied, on behalf of the other. It is understood by the Parties that SERVICE PROVIDER is an independent contractor and not an employee or agent of AGENCY. SERVICE PROVIDER will provide workers' compensation benefits and unemployment compensation coverage for its employees. Because SERVICE PROVIDER's employees and contractors are not employees of AGENCY, SERVICE PROVIDER's employees and contractors are not entitled to any benefits to which AGENCY' employees may be entitled under AGENCY' policies or as otherwise required by law. AGENCY will not withhold any taxes from any amounts payable to SERVICE PROVIDER under this Agreement and will not make any FICA or other contributions on behalf of, or for the benefit of, SERVICE PROVIDER or SERVICE PROVIDER's employees and contractors. SERVICE PROVIDER is obligated to withhold federal, state, and local income taxes on any monies earned or paid to its employees pursuant to this Agreement. Neither Party will have the power or authority to act for the other in any manner or to create obligations or debts which would be binding on the other Party without the other Party's prior written consent 11.2. Entirety. This Agreement and all Schedules and Appendices represent the entire agreement of the Parties regarding the subject matter of this Agreement, superseding all previous communications, representations or understandings, either oral or written, relating to its subject. 11.3 Counterparts. This Agreement and any SOW may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 11.4. Waiver. No waiver of rights by either Party may be implied from any actions or failures to enforce rights under this Agreement. 11.5. Severability. Each of the provisions of this Agreement is severable from all of the other provisions. The invalidity or unenforceability of any provision will not affect or impair the remaining provisions, which will continue in full force and effect. 11.6. Assignment / Subcontractors. AGENCY may assign its rights and obligations under this Agreement or otherwise transfer the use of any deliverables to a successor -in -interest in the event Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC of a merger, consolidation, or acquisition of all or substantially all of AGENCY' assets or business, provided further that such entity: (a) is not a direct competitor of SERVICE PROVIDER; and (b) does not provide the same or similar services as SERVICE PROVIDER under this Agreement. SERVICE PROVIDER may not assign its rights or obligations under this Agreement without the prior written consent of AGENCY; provided, however, that SERVICE PROVIDER may reasonably subcontract with third parties for the provision of the deliverables under this Agreement in its sole discretion, but such subcontracting will not absolve SERVICE PROVIDER of its performance responsibilities to AGENCY. SERVICE PROVIDER shall require any subcontractor with access to Protected Health Information to execute, prior to receiving such access, a Business Associate Agreement substantially in the form of Schedule 1 or such other form as may be reasonably acceptable to AGENCY. SERVICE PROVIDER shall further require any subcontractor performing work funded in whole or in part by a federal award to comply with the contract provisions set forth in Appendix B (Contract Provisions for Non -Federal Entity Contracts Under Federal Awards) and any other applicable federal flow -down requirements. Unless otherwise agreed in a SOW, SERVICE PROVIDER is solely responsible for its subcontractors' full and timely performance, and SERVICE PROVIDER is solely responsible for compensating any of its subcontractors. 11.7. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform due to a Force Majeure Event. "Force Majeure Event" means an event outside of a Party's reasonable control including without limitation, restrictions of law, regulations, order or other governmental directives, labor disputes, acts of God, fire, explosions, terrorist acts, acts of war, fiber optic cable cuts, government shut -downs, storms, or other similar events. 11.8. Governing Laws and Jurisdiction. This Agreement and all SOWS are governed by the laws of the State of Colorado without regard for its choice of law provisions. This Agreement is not, and will never be, subject to the Uniform Computer Information Transactions Act (prepared by the National Conference of Commissioners on Uniform State Laws) as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction. 11.9. Dispute Resolution. Any dispute concerning this Agreement or a SOW will be subject to mandatory, binding arbitration before any private dispute resolution/arbitration group upon which the Parties agree, with the arbitration proceeding to occur in the State of Colorado, with the Parties using their best efforts to complete such arbitration as quickly as is reasonably practical. If the Parties are unable to agree on such an arbitration group, the arbitration will be conducted through the American Arbitration Association in compliance with its Commercial Rules of Arbitration. The cost of arbitration will be shared equally by the parties. The arbiter will have the power, within his/her discretion, to equitably award attorney fees, expert witness fees, and other costs to the substantially prevailing Party. The arbiter has no authority to award punitive damages or other damages not measured by the prevailing Party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the provisions of this Agreement. 11.10. Access to Books, Documents, and Records by the U.S. Department of Health and Human Services. The following clause is included because of the possible application of Section 1861(v)(1)(I) of the Social Security Act to this Agreement. But if that Section of the Social Security Act should be found inapplicable to this Agreement, then this clause will be deemed not to be a part Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC of this Agreement and will be null and void. Until the expiration of four years after the furnishing of Services under this Agreement, the Parties will make available, upon written request, to the Secretary of Health and Human Services or to the Comptroller General, or any of their duly authorized representatives, this Agreement and books, documents, and records of the parties as are necessary to certify the nature and extent of the costs hereunder. 11.11. Notice. All notices given under this Agreement or a SOW must be in writing and given by personal delivery, certified mail return receipt requested, or nationally -recognized overnight courier service to the address set forth below or to such other address provided to the other Party sent in compliance with this Section of this Agreement. SERVICE PROVIDER Attn: President / Chief Executive Officer Health Solutions 41 Montbello Rd. Pueblo, CO 81001 AGENCY: Attn: Chief City of Pueblo Police Department One City Hall Place Pueblo, Colorado 81003 with a copy to: City of Pueblo Office of the City Attorney 101 W. Riverwalk, Fourth Floor Pueblo, CO 81003 Attn: City Attorney 11.12. Nonsolicitation of Employees. During the term of this Agreement and for a period of one year thereafter, both parties agree not to hire, or directly or indirectly solicit or employ, any employee of the other who is involved in the development, use, or provision of the deliverables or related deliverables for a period of twelve months after the employee's termination of employment, without the prior written consent of the other Party. Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC 11.13. Third -Party Beneficiaries. Any person who is not a Party to this Agreement shall have no rights or remedies against either of the Parties by virtue of this Agreement. 11.14. Nonexclusivity. AGENCY's engagement of SERVICE PROVIDER to perform the Services is nonexclusive and, accordingly, AGENCY will have the right to retain other contractors to perform services that are the same as, or similar in nature and scope to, the deliverables. Likewise, SERVICE PROVIDER's performance is nonexclusive and, accordingly, SERVICE PROVIDER has the right to perform services that are the same as, or similar in nature and scope to, the deliverables, for any other clientele. 11.15. Attorney Fees and Costs. In any action or proceeding to enforce any of the terms or provisions of this Agreement or a SOW, the substantially prevailing Party will be entitled to recover its reasonable attorney fees and costs. 11.16. Amendment. No amendment, modification, or variation of the terms of this Agreement or a SOW will be valid unless made in writing, signed by the Parties. 11.17. Survival. Any provision of this Agreement which, by its nature, extends beyond the term of this Agreement, or which is required to ensure that the Parties are able to fully exercise their rights and perform their obligations under this Agreement, will survive the expiration or termination of this Agreement. 11.18. Publicity. Neither Party will use any trademark, service mark, trade name, or other name or logo of the other Party in any advertising or publicity, and shall not issue any public statement concerning this Agreement or the deliverables provided under this Agreement, without the prior written consent of the other Party. Notwithstanding the foregoing, this Section shall not restrict or be construed to restrict: (a) any disclosure by AGENCY required under the Colorado Open Records Act, C.R.S. § 24-72-201 et seq., the Colorado Open Meetings Law, C.R.S. § 24-6-401 et seq., or any other applicable law or regulation; (b) inclusion of this Agreement or any SOW in publicly available City Council agenda packets, meeting materials, or recorded proceedings; (c) any disclosure required by a federal, state, or local grant award funding the Services; or (d) routine identification by AGENCY of SERVICE PROVIDER as a vendor or contracting party. 11.19. Headings. The section headings of this Agreement and any SOW are intended for reference only and do not affect their meaning or interpretation. 11.20. Binding Effect. This Agreement and any SOW shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors, representatives, and assigns. 11.21. Construction. In the event an ambiguity or question of intent or interpretation arises, this Agreement and any SOW will be construed as if jointly drafted by the Parties and no presumption, inference, or burden of proof will arise favoring or disfavoring a Party by virtue of authorship. Each Party represents and agrees that it has had the opportunity to seek the advice of appropriate professionals, including legal and accounting professionals, before entering into this Agreement. Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC 11.22. Further Assurances. Each Party to this Agreement will, at the request of the other Party and without charge (provided that the cost to the providing Party is reasonable under the circumstances), execute and deliver all such further instruments and documents as may be reasonably requested to further confirm, carry out, and otherwise accomplish the intent and purpose of this Agreement or a SOW. 11.23. No Exclusion. Each Party warrants on a continuing basis throughout the term of this Agreement that, to the best of its knowledge, neither it nor any of its personnel providing Services under this Agreement (a) has been convicted of any crime arising from claims or other transactions, financial relationships or financial dealings in connection with health care, or (b) has been excluded from any federal health care program or the health care program of any state. In the event that either Party is excluded from participation in any federally funded health care program during the term of this Agreement, this Agreement shall, as of the effective date of such exclusion, automatically terminate. Each Party agrees to immediately notify the other Party of any threatened, proposed, or actual sanctions by any federally -funded health care program against it or any of its staff performing Services under this Agreement. 11.24. Nondiscrimination. Neither Party shall illegally discriminate in performing the Services on the basis of race, color, national origin, religion, ancestry, gender, sexual orientation, marital status, age, disability, physical or mental disability, health status, medical diagnosis, insurance coverage, utilization of medical or mental health services or supplies, payor status, or on any other basis prohibited by applicable law. IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement, effective as of the Effective Date listed above. CITY OF PUEBLO, COLORADO, a Colorado home rule municipal corporation Signed by: C'n" By: P=62.. Heather Graham, Mayor Date: 07/29/2026 ATTEST: Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC Docusigned by: gyp& 1�"4r By: SZ22H.1498 Clyde Bishop, City Clerk APPROVED AS TO FORM: DocuSigned by: �tb-s By: aa4,CQV,a4-- City Attorney SERVICE PROVIDER: Health Solutions By: Jason Chippeaux, CEO Date: APPENDIX A STATEMENT OF WORK: Crisis Intervention Co -Response Team AGENCY and SERVICE PROVIDER have entered into a Master Services Agreement (the "Agreement"), dated as of the Effective Date, relating to the provision of Crisis Intervention Co - Response by SERVICE PROVIDER. This Statement of Work (this "SOW") is made pursuant to the terms and conditions of the Agreement. In the event of an explicit conflict or inconsistency between the Agreement and this SOW, this SOW will control. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement. 1. Term. The Term of this SOW shall be from the Effective Date until June 30, 2026 and shall automatically renew for successive one (1) year renewal terms unless terminated by either party as set forth below. Each renewal term shall be subject to: (a) annual appropriation by AGENCY of sufficient funds for the renewal term; (b) the continued availability of grant or other external funding supporting AGENCY's payment obligations hereunder; and (c) written agreement by the Parties on the SOW Fees applicable to such renewal term, executed before the renewal commences. 2. Termination. This SOW may be terminated as follows: Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC (a) by either Party without cause upon not less than 60 days prior written notice to the other Party; or (b) in the event of a material breach by any Party upon not less than 10 days prior written notice by a non -breaching Party to the breaching Party, provided that this Agreement shall not be terminable if the breaching Party cures such breach to the reasonable satisfaction of the non -breaching Party during such 15-day notice period. If the breach is of a nature that cannot reasonably be cured within such 15-day notice period, the Agreement shall continue for a reasonable period of time thereafter if the breaching Party, upon receipt of notice of breach, immediately commences to cure such breach and pursues such cure to completion with due diligence. This Agreement shall immediately terminate upon written notice by a non -breaching Party at any time the breaching Party fails to pursue such cure with due diligence. (c) by AGENCY immediately upon written notice to SERVICE PROVIDER if any grant, federal pass -through award, or other external funding supporting AGENCY's payment obligations under this SOW is suspended, terminated, reduced, withdrawn, or not renewed. In such event, AGENCY shall be liable only for Services rendered through the effective date of termination. (d) by AGENCY immediately upon written notice to SERVICE PROVIDER if sufficient funds are not appropriated by the City Council of the City of Pueblo for any fiscal year. In such event, AGENCY shall be liable only for amounts due for Services rendered through the effective date of termination. SERVICE PROVIDER will be entitled to payment for all undisputed outstanding invoices as of the date of early termination. In addition, SERVICE PROVIDER will also be entitled to receive payment for any work done during any early termination notice period. 3. Scope of Project. The scope of the project (the "Project") consists of the following: (a) SERVICE PROVIDER: SERVICE PROVIDER cannot and does not guarantee the availability of any CIT or Solutions Outreach Services (SOS) team at any given time or in response to any call from Agency. SERVICE PROVIDER shall use best efforts to provide the following: ("Services") (i) At least three clinicians with one working overnight shifts (ii) One case manager (iii) Clinical supervision for all clinical staff members (iv) Auxiliary support via Health Solutions Crestone Recovery and Crisis Services (v) CIT and SOS training support as requested by Agency (vi) Co -Response to calls with potential behavioral health concerns. Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC (b) AGENCY: Agency will supply: (i) Office space for clinicians (ii) Training for clinicians improving skills in situation response (iii) Data sharing related to the objectives of the program and Services, subject in all respects to the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, the Business Associate Agreement at Schedule 1, the Colorado mental health records confidentiality statutes including without limitation C.R.S. § 27-65-121, the federal substance use disorder confidentiality regulations at 42 C.F.R. Part 2, and, with respect to any criminal justice information or records subject thereto, the FBI Criminal Justice Information Services Security Policy. The scope of any access by SERVICE PROVIDER personnel to AGENCY computer systems, including any system containing criminal justice information, shall be defined in writing and shall comply with all applicable CJIS background -check, training, and security requirements. (iv) CIT training support as requested by Service Provider (v) Co -Response to calls with potential behavioral health concerns. 4. Project Staffing. Each Party will provide appropriate employees as necessary to assist with the Project at its sole cost and expense. 5. Project Fees and Expenses. AGENCY shall reimburse SERVICE PROVIDER for all Services provided pursuant to this SOW ("SOW Fees") as follows: $275,384. The SOW Fees and associated expenses shall be invoiced in accordance with the terms of the Agreement. 6. Issue Management. AGENCY agrees to provide all necessary information to, and cooperate fully with, SERVICE PROVIDER to facilitate the early identification and timely resolution of issues related to work contemplated by this SOW. When an issue cannot be resolved in a reasonable time to the mutual satisfaction of the Parties, they will agree on an appropriate mechanism and procedure for escalating and resolving the issue. To the extent an identified issue reasonably requires research or development of a recommendation by SERVICE PROVIDER's personnel, AGENCY will pay to SERVICE PROVIDER reasonable fees, using a commercially reasonable time and services payment method, for the time spent in research or development of a recommendation; provided, however, that in advance of such research or development: (a) SERVICE PROVIDER will provide to AGENCY a written explanation stating why such issue requires additional research or development, as well as the additional charges that will apply to the additional research or work; and (b) SERVICE PROVIDER will not undertake the additional research or development without AGENCY' prior written consent This issue management process may also result in a change to this SOW pursuant to the Statement of Work Change Process described in the Agreement. Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC 7. AGENCY System Responsibilities. In addition to Article 3.b. above, AGENCY is responsible for obtaining and maintaining all computer hardware, software, configurations, and communications necessary for the proper use of the deliverables. 8. Miscellaneous. Approvals of this SOW: CITY OF PUEBLO, COLORADO, a Colorado home rule municipal corporation Signed by: �'nM �. M',- ll' G�+�.�� By: P=62.. Heather Graham, Mayor Date: 07/31 /2026 ATTEST: Docusigned by: By: Clyde Bishop, City Clerk APPROVED AS TO FORM: DocuSigned by: E�tb-s By: A 1948 a .._ City Attorney SERVICE PROVIDER: By: Jason Chippeaux, CEO Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC APPENDIX B Contract Provisions for Non -Federal Entity Contracts Under Federal Awards (2 C.F.R. Part 200, Appendix H, as in effect on the Effective Date) In addition to other provisions required by the Federal agency or non -Federal entity, all contracts made by the non -Federal entity under the Federal award must contain provisions covering the following, as applicable. The provisions of this Appendix B apply to SERVICE PROVIDER and to any subcontractor of SERVICE PROVIDER performing work funded in whole or in part by a Federal award, including without limitation the Crisis Intervention Team Support funding under Colorado Department of Public Safety, Division of Criminal Justice Grant No. 2024-SC-25-866. (A) Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B) All contracts in excess of $10,000 must address termination for cause and for convenience by the non -Federal entity including the manner by which it will be effected and the basis for settlement. (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part,1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." (D) Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act (33 U.S.C. 125 1- 1387), as amended —Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p.189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (I) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will Docusign Envelope ID: 7C95D50E-50CF-871A-81 DA-A4FOEDFCD4DC not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. (J) Procurement of recovered materials. See 2 C.F.R. § 200.323. (K) Prohibition on certain telecommunications and video surveillance services or equipment. See 2 C.F.R. § 200.216. (L) Domestic preferences for procurements. See 2 C.F.R. § 200.322.