2015000182 Fishery Operations.pdf

RFP #2015000182

Colorado Department of Corrections

Division of Correctional Industries

Request For Proposal #2015000182

TITLE: Fishery Operations

Table of Contents:

SECTION ONE: RFP ADMINISTRATIVE INFORMATION...................................... Page 2

SECTION TWO: BACKGROUND INFORMATION.................................................. Page 5

SECTION THREE: STATEMENT OF WORK.............................................................. Page 6

SECTION FOUR: EVALUATION............................................................................... Page 7

SECTION FIVE: PROCUREMENT AND CONTRACTING INFORMATION........... Page 9

ATTACHMENTS:

(A) RFP Cover Page

(B) MBE/WBE Status Form

(C) Contract Performance for Services Outside US or CO

(D) Statewide Contract Management System

(E) Special Provisions (of the State Contract)

(F) Exhibit IC Independent Contractor Status Form

(G) Cooperative Agreement

(H) Independent Business Valuation & Appraisers, LLC. Appraisal

(I) Livestock Inventory

(J) Consent to Search Authorization and Registration Form

SECTION ONE: ADMINISTRATIVE INFORMATION

A. ISSUING OFFICE: This Request For Proposal (RFP) is issued by the Colorado

Department of Corrections (CDOC) Purchasing Office for the benefit of the Colorado Correctional Industries (CCi). The CDOC Purchasing Office is the sole point of contact concerning this RFP. Any prospective proposer/offerer/bidder (“bidder”) that is found to have contacted any other CDOC personnel with regard to this RFP, may be deemed to be ineligible for award.

B. SCHEDULE OF ACTIVITIES: Numbers 5 and 6 are projections only, dependent upon various factors associated with the evaluation and subsequent contract negotiations.

1. March 12, 2015 RFP issued.

2. March 30, 2015, 10:00 AM Pre-proposal conference.

3. April 3, 2015, 1:00 PM Deadline for written inquiries.

4. April 17, 2015, 4:30 PM Deadline to receive proposals.

5. April 24, 2015 Projected date for award notice.

6. June 1, 2015 Projected contract date.

C. PRE-PROPOSAL CONFERENCE: A mandatory conference for bidders will be held as follows:

10:00 AM, Monday March 30, 2015 East Canon City Prison Complex Visiting Center Highway 50 East & Evans Boulevard Canon City, CO 81212

NOTE: Attendance at this conference is mandatory. Prospective bidders must have a representative in attendance at this pre-proposal conference, in order to be eligible for consideration for award of this RFP. Attendance at this conference requires that all attendees complete and return the State of Colorado Department of Corrections Consent to Search Authorization and Registration Form (Attachment J) to Kristina Ireland at kristina.ireland@state.co.us no later than 5:00 PM on March 25th.

Government picture ID will be required for admittance. Formal written inquiries will not be accepted prior to the conference.

D. WRITTEN INQUIRIES: After the pre-proposal conference, bidders may submit written inquiries in order to obtain any needed further clarification of RFP requirements. Inquiries should be sent via email, as follows:

Email address: kristina.ireland@state.co.us Subject line: RFP #2015000182 inquiry

You should confirm that your e-mail has been received. Please limit written inquiries to only those issues and questions which are essential in order to submit a viable proposal in response to this RFP. Requests for detailed or exhaustive information regarding current agency or contractor practices may be declined, if said information is not deemed to be necessary in order to submit a viable proposal.

E. OFFICIAL NOTIFICATIONS: This RFP has been published on the State of Colorado solicitations web site Colorado.gov/VSS. This web site is the official site for all notices concerning this RFP. Any significant changes to the original RFP, including CDOC responses to written inquiries, will be published on the web site as a ‘modification’ to the original solicitation.

Bidders who become aware of this RFP through other sources are strongly advised to register at Colorado.gov/VSS and to monitor this site for notifications concerning the RFP. Although the purchasing agent may choose to also furnish notification/s via other means as a courtesy to bidders, the only official and required notification/s for any significant changes to the RFP will be via modification/s published on the VSS web site.

F. INSTRUCTIONS FOR SUBMITTING PROPOSALS:

1. Proposals must be received at the Colorado Department of Corrections Purchasing Office, by no later than the submission deadline. Late proposals cannot be considered. It is the bidder’s responsibility to assure that his/her proposal actually arrives at the Department of Correction’s Purchasing Office by the prescribed time and date. The US Post Office does not directly deliver to the CDOC Purchasing Office.

2. Proposals should be submitted in a sealed package, identified on the outside with the bidding entity’s name and address.

If mailing via US Post, address as follows:

CDOC Purchasing Office - RFP #2015000182 P.O. Box 1010 Canon City, CO 81215-1010

If using a delivery service such as FedEx, UPS, etc., address as follows:

CDOC Purchasing Office - RFP #2015000182 275 West Highway 50 Canon City, CO 81212

(Ref. R-24-103-202b-07 Timeliness of Bids: If by the specified due deadline, the mail, either by the Postal Service or by internal distribution system, has not been delivered to the Purchasing Office, a proposal may be accepted if it is reasonable to believe the proposal was in the control and possession of the CDOC by the deadline.

3. The bidder should supply one original written and signed proposal. The RFP Cover

Page (Attachment A) should be completely filled out and signed in ink by the bidder or an officer of the bidder legally authorized to bind the bidder to the proposal. An electronic copy of the proposal will also be required, but only upon request by the CDOC after the proposal due date and time. The e-copy must be identical in content to the written proposal, and should be in a non-alterable, read-only format such as Adobe PDF. The complete e-copy is preferred in a single document, and is not to exceed three documents total. (Please note that it is important that you do NOT furnish a copy via e-mail prior to the proposal due date and time, to maintain the integrity of the sealed proposal process. Also note that the use of CD, USB/thumb/flash drives is restricted at CDOC, therefore these will not be accepted.)

4. Technical assistance in the preparation of proposals will not be provided. Proposals will likely be assessed based only on the materials presented in the original proposal.

Therefore, it is important that proposals be complete and bidders should recognize that the opportunity for revision or augmentation may not exist.

SECTION TWO: BACKGROUND INFORMATION

Colorado Correctional Industries (CCi), is a Division of the Colorado Department of Corrections and is profit-oriented, generating revenue for its operations and capital investment, which partly reimburses the general fund for the expenses of correctional services. CCi assumes responsibility for training offenders in general work habits, work skills, and specific training skills that increase their employment prospects when released. CCi is empowered by Colorado Revised Statute (CRS) 17-24-121 to enter into agreements with public and private entities for the purpose of furthering its mission.

CCi in cooperation with a joint venture partner (JVP) has operated a tilapia hatchery and nursery since 2006. Initially, CCi entered into a cooperative agreement (Attachment G) and provided for the partner to purchase all filtration systems, fiberglass tanks and other equipment needed to create and operate a “state of the art” nursery and grow out facility while also providing the brood stock. All raw material costs, transportation and marketing expenses were provided by the same joint venture partner. Additionally, all revenue generated was provided directly to the JVP. CCi provided space, facility maintenance and labor for the operation for a fixed monthly payment from the JVP.

The current operation utilizes approximately 32,000 square feet of space in the CCi Greenhouse operation located within the Arrowhead Correctional Facility in Canon City, Colorado. The operation consists of male and female brood stock to provide eggs, tanks and equipment to hatch the fry and grow fingerlings. The market for the fry and fingerlings has been to other tilapia producers throughout the United States.

In accordance with provision 5.3 of the attached cooperative agreement (Attachment G), CCi has assumed ownership of all equipment and livestock as of November 5, 2014.

SECTION THREE: STATEMENT OF WORK:

It is CCi’s primary objective of this request for proposal (RFP) to select a partner from qualified applicants that would be interested and able to purchase the equipment as identified on the appraisal performed by Independent Business Valuation & Appraisers, LLC. (Attachment H), inventory (Attachment I), continue an offender labor agreement with CCi and provide a monthly payment to CCi for the space and available labor. The bidder’s proposals should include:

• An offer for the equipment and/or inventory and either a statement of desire and term to assume and amend the current agreement, or

• An offer, timeline and process for removal of the equipment from CDOC property, or

• Any other proposal for consideration.

CCi would entertain any and all offers for parts or portions of the operation or the purchase and removal of the existing equipment or any potential modifications of the existing operation. CCi reserves the right to decline any and all offers if not deemed to be in the State’s best interests.

SECTION FOUR: EVALUATION

A. EVALUATION PROCESS:

1. Failure of the bidder to provide any information required in the RFP, or information which is pertinent to the RFP evaluation criteria (see following), may result in unfavorable evaluation or disqualification of the proposal. It is the bidder’s responsibility to assure that the information in its proposal is complete.

2. An evaluation committee will review and judge the merits of the proposals received in accordance with the RFP evaluation criteria. The recommendations of this committee will be forwarded to the CDOC Director of Purchasing for review and approval.

3. The sole objective of the evaluation committee will be to recommend the bidder(s) whose proposal(s) is/are most responsive to the State of Colorado’s needs; cost and other factors duly considered.

4. A minimum score will be established, and if all proposals fall below that score, all may be rejected. If only one proposal is received in response to the RFP, it will still be reviewed and scored. If it meets the minimum score, it will generally be recommended for award.

5. CRS 8-19-104(3) Non-Resident Bidder requires a comparable percentage disadvantage be applied to a proposal from a non-resident bidder based in a State that provides a percentage bidding preference to its resident bidders.

Non-resident State Preferences may be viewed at: www.colorado.gov/spo > Procurement Resources > Reciprocal Preference/Resident Bidder Information.

6. The evaluation committee may seek additional clarifications or modifications to one or more proposal(s) that it deems to be “potentially acceptable”. Such clarifications or modifications may be requested to be presented in writing, or through oral presentations, site visits and/or via other methods by which the bidder(s) can present additional information. Any such action by the committee is optional and is solely at the committee’s discretion; bidders should not anticipate such an opportunity.

7. The proposal(s) receiving the highest final score(s) from the evaluation committee will generally be recommended for award.

B. BIDDER RESPONSE FORMAT: The bidder’s proposal should include the following:

1. Completed Cover Page, RFP Attachment A.

2. Completed MBE/WBE participation form, RFP Attachment B.

3. An introductory or executive summary letter is recommended but not required.

4. The main text of the proposal should include the bidder’s direct response which has been written specifically for this RFP.

5. Supporting information such as references, resumes, established policies and procedures, literature and other materials may be referenced in the bidder’s ‘direct response’ described above, and provided as supplements to the proposal.

C. EVALUATION CRITERIA: The following criteria are identified as that which will be evaluated in order to determine the responsiveness of the proposals received. Bidders are asked to organize and identify the information in their proposals in accordance with the numbered “general” criteria listed. The more specific (lettered) criteria listed after each of the “general” criteria should be addressed in the proposal, but do not need to specifically categorized or identified by section. Conciseness in the ‘direct response’ section of the proposal is generally evaluated favorably. Page limits stated below if any, apply to the ‘direct response’ section of the proposal only.

1. BIDDER’S QUALIFICATIONS AND EXPERIENCE:

• Sustainability and growth potential of the program to meet the mission of

Colorado Correctional Industries.

• Registered with the Colorado Secretary of State.

• Existing contracts and references including contact person, email address.

• Insurance coverage.

2. COST CONSIDERATIONS:

• Purchase value for the existing equipment and inventory.

• Monthly rental fees and term of agreement to be provided to CCi for space, labor and utilities.

• Any other proposed costs.

SECTION FIVE: PROCUREMENT AND CONTRACTING INFORMATION:

A. PURPOSE: This Request For Proposal is intended to provide sufficient information to enable prospective bidders to prepare and submit proposals for consideration by the Colorado Department of Corrections, for the purpose of selecting the most qualified contractor(s) to complete the goals of the RFP. The State of Colorado invites any interested and qualified prospective bidders to submit a proposal in response to this RFP, in accordance with the requirements stated herein.

B. SCOPE: This RFP is intended to explain the State’s needs, identify any mandatory requirements which must be met in order to be eligible for consideration, identify other non-mandatory preferences and considerations, provide guidance regarding how the proposal is to be submitted, and explain the evaluation and award process.

C. CONTRACT TERM: Should the successful bidder desire to assume the current operations, then the attached agreement (Attachment G) will be modified accordingly and potentially result in a multi-year contract. Should the successful bidder desire to acquire the equipment and inventory as identified through this solicitation and remove it from CDOC property, then a purchase agreement would be executed. A determination as to what type of agreement/contract will be made at the time of award for any other proposals that are deemed acceptable.

D. MODIFICATION AND WITHDRAWALS: Proposals may be modified or withdrawn by the bidder prior to the established due date and time.

E. ADDENDUMS OR MODIFICATIONS TO THE RFP: In the event that it becomes necessary to supplement or revise any part of this RFP, such information will be provided in writing in the form of one or more ”modifications” to the RFP, as published under the original solicitation number, on the Colorado BIDS web site. It is the bidder’s responsibility to monitor the BIDS solicitation notice for any modifications to the RFP during the solicitation period. Bidders should not rely on any verbal statements which alter the RFP.

F. ORAL PRESENTATIONS/SITE VISITS: If deemed to be beneficial to the CDOC, bidders may be asked to make oral presentations or to make their facilities available for a site inspection by the evaluation committee, at no cost to the CDOC.

G. ACCEPTANCE OF RFP TERMS: A proposal submitted in response to this RFP shall constitute a binding offer. Acknowledgment of this condition shall be indicated by the autographic signature of the bidder or an officer of the bidder legally authorized to execute contractual obligations. A submission in response to this RFP acknowledges acceptance by the bidder of all terms and conditions, as set forth herein. The bidder shall identify clearly and thoroughly any variations between its proposal and the State’s RFP. Failure to do so shall be deemed a waiver of any rights to subsequently modify the terms of performance, except as may be outlined or specified in the RFP.

H. PROTESTED SOLICITATIONS AND AWARDS: Any actual or prospective bidder or

Contractor who is aggrieved in connection with the solicitation or subsequent award of a contract may protest to the CDOC/Purchasing Director. The protest shall be submitted in writing within seven working days after such aggrieved person knows, or should have known, of the facts giving rise thereto (emphasis added). Ref. Section 24-109, 101 et. seq., C.R.S., as amended; Section R-24-109-201 et. seq., C.R.S. as amended;

Section R-24-109-101 through R-24-109-206, Colorado Procurement Rules. With regard to the emphasized language above, it is important for bidders to note that a challenge to the solicitation’s requirements or specifications shall be made within 7 days of when the object of the protest is known. The requirement for timely submission of any protest will 7 days beginning on the first working day following the State’s Notice of Intent to Award (see item K following).

I. CONFIDENTIAL/PROPRIETARY INFORMATION: Upon publication of the Notice of

Intent to Make an Award, the procurement file for this solicitation, including the bidders’ proposals, shall be available for public inspection in accordance with the State’s Public (Open) Records Act (see Section 24-72-204 et. seq., C.R.S., as amended). Any request by the bidder to restrict the use or public inspection of any material included with the bidder’s proposal must be made as follows:

1. The materials for which confidentiality (denial or restrictions to use or inspection) is requested shall be separated from the balance of the proposal, and shall be clearly identified as “confidential”. Co-mingling of confidential/proprietary and other information is NOT acceptable, and will be the basis for a determination of non-confidentiality.

2. For any such materials for which confidentiality is requested, a confidentiality request letter must be submitted prior to the proposal due date/time and under separate cover [R-24-103-202b-08(c)]. Said letter will provide an explanation of why the materials should be considered to be confidential and/or proprietary, specifically in accordance with CRS 24-72-204 (3) (IV), and/or other statutory basis. To support the confidentiality request, the letter may also cite and provide evidence of the bidder’s own efforts to restrict access to the materials in question, in the course of the bidder’s own operations.

3. Documents such as an entity’s internal operational procedures, training and/or sales materials, policies and procedures, organizational charts and key personnel resumes (but not including personnel files) are generally not believed to be within the intended context of CRS 24-72-204.

4. Any information that will be included in any resulting State contract cannot be considered confidential, including but not limited to contract pricing information.

In the event that the Purchasing Agent does not agree to the request for non-disclosure of materials designated as confidential by the bidder, the Purchasing Agent will inform the bidder accordingly in writing. (See Section 24-72-204 et. seq., C.R.S., as amended, the State Public (Open) Records Act.)

J. RFP RESPONSE MATERIAL OWNERSHIP: The State of Colorado has the right to retain the original proposal and other RFP response materials for its files. As such, the State of Colorado may retain or dispose of all copies as is lawfully deemed appropriate.

Proposal materials may be reviewed by any person after the “Notice of Intent to Make an Award” letter(s) has/have been issued, subject to the terms of Section 24-72-201 et seq., C.R.S., as amended, Public (Open) Records. The State of Colorado has the right to use any or all information/material presented in reply to the RFP, subject to limitations outlined in the clause, Proprietary/Confidential Information. The bidder expressly agrees that the State may use the materials for all lawful State purposes, including the right to reproduce copies of the material submitted for evaluation purposes or for dissemination within the State Executive Branch, and to make the information available to the public in accordance with the provisions of the Public (Open) Records Act.

K. NOTICE OF INTENT TO AWARD: The CDOC Purchasing Office, after approval of the evaluation committee’s written award recommendation/s, will notify all bidders of the results of the RFP evaluation by publishing a solicitation award notice on the State ‘VSS’ web site, and/or via email. Either such Notice shall constitute the State’s “Notice of Intent to Make an Award” and will name the successful bidder/s.

L. CONTRACTING PROCESS: The contents of the successful bidder’s proposal (including the services of any specific persons identified in the proposal) will become contractual obligations if acquisition action ensues. A State contract must be finalized and signed by both parties on a timely basis. The State may elect to cancel its original “Notice of Intent to Make an Award”, and may award to the next most responsive bidder, if in the State’s judgment:

• the successful bidder fails to accept the obligations in its proposal in a State contract, or

• the parties are otherwise unable to enter into a contract on a timely basis.

In accordance with CRS 24-103.5-101 et seq, each Personal Services contract with a value of over $100,000 shall contain:

• Performance measures and standards developed specifically for the contract by the governmental body administering the contract. The performance measures and standards shall be negotiated by the governmental body and the vendor prior to execution of the contract and shall be incorporated into the contract. The measures and standards shall be used by the governmental body to evaluate the performance of the governmental body and the vendor under the contract;

• An accountability section that requires the vendor to report regularly on achievement of the performance measures and standards specified in the contract and that allows the governmental body to withhold payment until successful completion of all or part of the contract and the achievement of established performance standards. The accountability section shall include a requirement that payment by the governmental body to the vendor shall be made without delay upon successful completion of all or any part of the contract in accordance with the payment schedule specified in the contract or as otherwise agreed upon by the parties;

• Monitoring requirements that specify how the governmental body and the vendor will evaluate each others' performance, including progress reports, site visits, inspections, and reviews of performance data. The governmental body shall use one or more monitoring processes to ensure that the results, objectives, and obligations of the contract are met; and

• Methods and mechanisms to resolve any situation in which the governmental body's monitoring assessment determines noncompliance, including termination of the contract.

M. STATE CONTRACT PROVISIONS: The State of Colorado will incorporate its Special

Provisions (Attachment E) into any State contract resulting from this RFP. Said contract provisions are expressly included in the terms and conditions of this solicitation.

N. NON-COLORADO CONTRACTORS: Non-Colorado based entities, including but not limited to corporations, LLCs, partnerships, and persons doing business under another name, must be registered with the Colorado Secretary of State in order to enter into a contract with the State. The Contractor will certify that, if a foreign (non-Colorado) corporation or entity, it currently has a Certificate of Authority to do business in Colorado issued by the Colorado Secretary of State designating a registered agent in Colorado to accept service of process.

O. RFP CANCELLATION: The State reserves the right to cancel this Request for Proposal at any time, without penalty.

P. STATE OWNERSHIP OF CONTRACT PRODUCTS/SERVICES: All products and/or services produced as a result of any contract arising from this RFP will be the sole property of the State of Colorado, except as may otherwise be specified in the bidder’s proposal and accepted by the State.

Q. INCURRING COSTS: The State of Colorado is not liable for any cost incurred by the bidder prior to issuance of a legally executed contract, purchase order or other authorized acquisition document. No property interest, of any nature, shall occur until a contract is finalized and signed by all concerned parties.

R. MINORITY-OWNED/WOMAN-OWNED BUSINESS ENTERPRISE PARTICIPATION: It is the State’s intent to achieve the goals of the Governor’s Executive Orders D0055-87 and D0005-94 regarding minority-owned/woman-owned businesses. Bidders are reminded it is illegal to discriminate.

S. SERVICE-DISABLED VETERAN OWNED SMALL BUSINESSES: HB14-1224/CRS 24-

103-211 sets a Service-Disabled Veteran Owned Small Business (SDVOSB) goal of at least 3% of all contracts by dollar value be awarded to SDVOSBs who must be incorporated or organized in Colorado or they must maintain a place of business or have an office in Colorado and who are officially registered and verified as a SDVOSB by the Center for Veteran Enterprise within the U.S. Department of Veterans Affairs.

(www.vip.vetbiz.gov). In accordance with DPA guidance, in the event that two or more comparable proposals are received, preference may be given to a proposal from a qualifying, responsive, responsible SDVOSB bidder. The bidder must claim and substantiate the subject preference in the proposal.

T. ACCEPTANCE/REJECTION OF PROPOSALS: The State of Colorado reserves the right to reject any or all proposals, and to waive minor formalities and/or irregularities in the proposals received, and to accept any portion of a proposal or its entirety, if deemed to be in the best interest of the State of Colorado.

U. PARENT COMPANY: If a bidder is owned or controlled by a parent company, the name, main office address, and parent company’s tax identification number shall be provided in the proposal. The tax identification number provided must be that of the bidder responding to the RFP.

V. NEWS RELEASES: News releases pertaining to award of this RFP prior to execution of the State contract, are prohibited without prior written approval by the State.

W. CONTRACT CANCELLATION: The State reserves the right to cancel, for cause, any contract resulting from this RFP by providing timely written notice to the Contractor.

X. NON-COLLUSION: The bidder affirms, by signing the RFP Cover Page Document, that its proposed prices and terms have been arrived at independently without collusion, consultation, or communication with any other bidder or competitor; and that said proposed prices and terms were not disclosed by the bidder and were not knowingly discussed prior to the proposal submission, directly or indirectly, with any other bidder or to any competitor; and no attempt was made by the bidder to influence any other person, partnership, or corporation for the purpose of restricting competition.

Y. INSURANCE:

1. Following are the standard insurance requirements of the State of Colorado.

Bidders able to provide certification of compliance with the following insurance requirements, and who agree to maintain such coverage at all times during the term of the purchase order or contract, shall be considered to be acceptable with regard to insurance coverage for the purposes of this solicitation. Bidders with lesser amounts of insurance coverage may or may not be considered to be eligible for award of this solicitation, depending upon a number of factors, including potential risk to the State and competitive considerations.

(a) Workers’ Compensation Insurance as required by state statute, and

Employer’s Liability Insurance covering all of contractor’s employees acting within the course and scope of their employment.

(b) Commercial General Liability Insurance written on ISO occurrence form GC 0001 10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows:

(1) $1,000,000 each occurrence;

(2) $1,000,000 general aggregate;

(3) $1,000,000 products and completed operations aggregate; and

(4) $50,000 any one fire.

If any aggregate limit is reduced below $1,000,000 because of claims made or paid, the contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the State a certificate or other document satisfactory to the State showing compliance with this provision.

(c) Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit as follows: $1,000,000 each accident combined single limit.

(d) Professional Liability Insurance (if applicable) with minimum limits of liability of not less than $1,000,000.

2. The State of Colorado shall be named as an additional insured on the Commercial General Liability and Automobile Liability Insurance policies (leases and construction contracts will require the additional insured coverage for completed operations on endorsements CG 2010 11/85, CGT 2037, or equivalent). Coverage required of the contract will be primary over any insurance or self-insurance program carried by the State of Colorado.

3. The insurance shall include a provision preventing cancellation or non-renewal without at least 45 days prior notice to the State by certified mail.

4. The contractor will require all insurance policies in any way related to the contract and secured and maintained by the contractor to include clauses stating that each carrier will waive all rights of recovery, under subrogation or otherwise, against the State of Colorado, its agencies, institutions, organizations, officers, agents, employees and volunteers.

5. All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to the State.

6. The contractor shall provide certificates showing insurance coverage required by this contract to the State within 7 business days of the effective date of the contract, but in no event later than the commencement of the services or delivery of the goods under the contract. No later than 15 days prior to the expiration date of any such coverage, the contractor shall deliver the State certificates of insurance evidencing renewals thereof. At any time during the term of this contract, the State may request in writing, and the contractor shall thereupon within 10 days supply to the State, evidence satisfactory to the State of compliance with the provisions of this section.

7. Notwithstanding subsection A of this section, if the contractor is a “public entity” within the meaning of the Colorado Governmental Immunity Act CRS 24-10-101, et seq., as amended (“Act”), the contractor shall at all times during the term of this contract maintain only such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Act. Upon request by the State, the contractor shall show proof of such insurance satisfactory to the State.

Z. HIPAA BUSINESS ASSOCIATE PLACEHOLDER PROVISION:

1. Contractor may receive or create certain health or medical information ("Protected Health Information" or "PHI," as defined below) in connection with the performance of this Contract. This PHI is subject to protection under state and federal law, including the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA") and regulations, as amended, promulgated therein by the U.S. Department of Health and Human Services (the "Regulations"). Unless otherwise defined herein, all capitalized terms shall have the meaning given to them under HIPAA and its implementing Regulations, as may be amended from time-to-time.

2. The State may be a "Covered Entity" under the Regulations, and Contractor's receipt or creation of PHI from or on behalf of the State in connection with this Contract means that Contractor may be a "Business Associate" of the State under the Regulations. Contractor represents and warrants that it has in place policies and procedures that will adequately safeguard any PHI it receives or creates, and Contractor specifically agrees, on behalf of its subcontractors and agents, to safeguard and protect the confidentiality of PHI consistent with applicable law, including currently effective provisions of HIPAA and the Regulations.

3. The parties acknowledge that state and federal laws relating to electronic data security and privacy for PHI are rapidly evolving and that modification of this Contract may be required to provide for procedures to insure compliance with such developments. Contractor specifically agrees that such compliance is within the scope of this contract and is a cost of doing Contractor’s business.

The parties specifically agree that they will take such action as is necessary to implement the requirements of HIPAA, the Regulations, and other applicable laws relating to the security or confidentiality of PHI by any compliance date that may be established therein. The parties understand and agree that the State must receive satisfactory written assurance from Contractor that it will adequately safeguard all PHI that it receives from the State or that it creates or receives on behalf of the State. Upon the State's written request, Contractor agrees promptly to enter into negotiations with the State concerning the terms of an addendum to this contract embodying written assurances consistent with the requirements of HIPAA and the Regulations.

4. Notwithstanding any other provision of this Contract, the State may, in its sole discretion, terminate this Contract upon thirty (30) days' notice in the event: (a) Contractor does not promptly enter into negotiations to modify this Contract when requested by the State; or (b) Contractor does not execute and deliver to the State an addendum to this Contract providing assurances and other covenants regarding the safeguarding of PHI that the State, in its sole judgment, deems reasonably necessary or appropriate to meet the requirements and standards of HIPAA and the Regulations (“HIPAA Addendum”).

5. In the event the parties cannot agree on the terms of the required HIPAA

Addendum within a reasonable period, but in any event not less than ninety (90) days prior to the applicable compliance dates, the State reserves the right, in lieu of terminating the Contract, to unilaterally change this Contract to include such reasonable HIPAA Addendum terms and conditions as are acceptable to the State. Contractor agrees that such unilateral change will not invalidate this Contract, and that Contractor shall not be entitled to any additional compensation from the State in order to comply with applicable provisions of HIPAA, the Regulations, or any HIPAA Addendum.

6. Notwithstanding any other provision of this Contract, the State may immediately terminate this Contract in the event: (a) Contractor, or any of its subcontractors or agents, uses or discloses PHI in a manner that is not authorized by the State or by applicable law; (b) Contractor breaches any of the provisions of this section;

or (c) Contractor or any of its subcontractors or agents engages in any other act or omission that is contrary to the obligations of a Business Associate or Covered Entity under any currently effective applicable provision of HIPAA or the Regulations, or that otherwise prevents either party from meeting the requirements of HIPAA, the HIPAA Regulations or other applicable law concerning the security or confidentiality of PHI.

7. Upon termination of this Contract for any reason, Contractor shall return or destroy all PHI received from the State (or created or received by Contractor on behalf of the State) that Contractor still maintains in any from and shall retain no copies of such PHI. If return or destruction is not feasible, Contractor shall notify the State, continue to extend the protections of this agreement and applicable law to such information and limit further use of such PHI to those purposes that make the return or destruction of PHI infeasible.

8. For purposes of this section, "Protected Health Information" means any information, whether oral or recorded in any form or medium: (a) that relates to the past, present or future physical or mental health or condition of an individual, the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual; and (b) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be use to identify the individual.

9. This section shall be interpreted in a manner consistent with HIPAA, the

Regulations and other state or federal laws applicable to PHI. Nothing in this section is intended to create any third party rights or third party beneficiary status. In the event of any conflict or inconsistency between the terms and conditions of this section on HIPAA Compliance and any other provision of this Contract (with the exception of the Colorado Special Provisions), the terms and conditions of this section shall control.

AA. INDEPENDENT CONTRACTORS/PERA RETIREES

1. Independent Contractor Status: In the event a contractor is a sole proprietor or the ‘legal-entity equivalent thereof’, it must affirm its independent contractor status prior to work commencing. Regardless of dollar amount, the contractor will be required to sign and provide to the State the Exhibit IC - Independent Contractor Status (Attachment F). The form must be included as an attachment to the contract or purchase order, whichever is executed for the services.

2. Independent Contractors/workers Receiving PERA Benefits: The 2010 Colorado General Assembly changed the terms governing employment of those persons who are actively receiving retirement benefits from the Colorado Public Employees Retirement Association (PERA). One of the most important of these changes is the imposition of PERA contributions on all retirees working after retirement for a PERA employer. For a full explanation of the changes which may apply to you, and the new PERA contribution and reporting obligations for PERA retired workers, consult PERA. PERA has published a handbook, Working After Retirement, which is available from PERA, and can also be found on the PERA website, www.copera.org.

3. PERA Reporting Form: In order to comply with the above obligations, the

Colorado Department of Corrections now requires PERA retired employees who are working and/or providing services to a PERA entity such as the CDOC to complete PERA’s Disclosure of Compensation form on a monthly basis, for reporting compensation earned from January 1, 2011, forward. The contractor(s) shall complete the form monthly, and submit the original to the CDOC Contracts Unit, PO Box 1010, Canon City, CO 81215. A separate form shall be completed for each PERA covered entity or agency for which the contractor provides services, including the CDOC. Effective January 1, 2011, PERA will offset the retiree’s retirement benefit to collect the working retiree contributions.