2025.453 ATTACHMENT A - EXAMPLE AGREEMENT BLOCK RFA CHILD WELFARE GRANT PROGRAM.pdf

ENTER LOG # AND SUPPLIER NAME

ADAMS COUNTY

PROFESSIONAL SERVICE AGREEMENT

FOR <ENTER SERVICE>

Note if this is Cloud Based Software please insert additional T&C’s in docs

#6112299*

THIS AGREEMENT (“Agreement”) is made on____________________, by and between the Adams County Board of County Commissioners, acting as the Board of Human Services, located at 4430 South Adams County Parkway, Brighton, Colorado 80601, hereinafter referred to as the "County," and <Enter Vendor and Address>, hereinafter referred to as the "Contractor." The County and the Contractor may be collectively referred to herein as the “Parties.”

The County and the Contractor, for the consideration herein set forth, agree as follows:

1. SERVICES OF THE CONTRACTOR:

1.1. All work shall be in accordance with the Scope of Work attached hereto as Exhibit A and incorporated herein by reference. Should there be any discrepancy between Exhibit A and this Agreement the terms and conditions of this Agreement shall prevail.

1.2. Emergency Services: In the event the Adams County Board of County

Commissioners declares an emergency, the County may request additional services (of the type described in this Agreement or otherwise within the expertise of the Contractor) to be performed by the Contractor. If the County requests such additional services, the Contractor shall provide such services in a timely fashion given the nature of the emergency, pursuant to the terms of this Agreement. Unless otherwise agreed to in writing by the parties, the Contractor shall bill for such services at the rates provided for in this Agreement.

2. RESPONSIBILITIES OF THE COUNTY: The County shall provide information as necessary or requested by the Contractor to enable the Contractor's performance under this Agreement.

3. FEDERAL PROVISIONS:

3.1. This Agreement is funded by federal funds and the Contractor shall comply with all applicable provisions incorporated herein.

3.2. The Contractor shall also comply with all applicable federal agency specific requirements, including those listed in Exhibit B, attached hereto and incorporated herein.

4. TERM:

4.1. Term of Agreement: The Term of this Agreement shall be for one year from the date of full execution above.

Commented [CC1]: This Exhibit is only applicable if there are specific program requirements that are not included in this template that need to be included in the agreement. For instance, TANF has regulations that must be attached. Not all programs will have this, please check with the department. May have Exhibits B and/or C (for subrecipients).

4.2. Renewal Option: The County, at its sole option, may offer to renew this

Agreement as necessary for up to <enter number of renewals>, one-year renewals providing satisfactory service is given and all terms and conditions of this Agreement have been fulfilled. Such renewals must be mutually agreed upon in writing by the County and the Contractor.

5. PAYMENT AND FEE SCHEDULE:

5.1. The County shall pay the Contractor for services furnished under this Agreement, as more fully described in Exhibit A, and the Contractor shall accept as full payment for those services the not to exceed amount of : [insert total amount of contract, you can also attach as an exhibit if there is a rate sheet].

5.2. Payment pursuant to this Agreement, whether in full or in part, is subject to and contingent upon the continuing availability of County funds for the purposes hereof. In the event that funds become unavailable, as determined by the County, the County may immediately terminate this Agreement or amend it accordingly.

6. INDEPENDENT CONTRACTOR: In providing services under this Agreement, the

Contractor acts as an independent contractor and not as an employee of the County.

The Contractor shall be solely and entirely responsible for his/her acts and the acts of his/her employees, agents, servants, and subcontractors during the term and performance of this Agreement. No employee, agent, servant, or subcontractor of the Contractor shall be deemed to be an employee, agent, or servant of the County because of the performance of any services or work under this Agreement. The Contractor, at its expense, shall procure and maintain workers' compensation insurance as required by law. Pursuant to the Workers’ Compensation Act § 8-40- 202(2)(b)(IV), C.R.S., as amended, the Contractor understands that it and its employees and servants are not entitled to workers’ compensation benefits from the County. The Contractor further understands that it is solely obligated for the payment of federal and state income tax on any moneys earned pursuant to this Agreement.

7. NONDISCRIMINATION:

7.1. The Contractor shall not discriminate against any employee or qualified applicant for employment because of age, race, color, religion, marital status, disability, sex, national origin, gender identity, gender expression, or any other characteristic barred by law. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices provided by the local public agency setting forth the provisions of this nondiscrimination clause. Adams County is an equal opportunity employer.

7.1.1. The Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

8. INDEMNIFICATION: The Contractor agrees to indemnify and hold harmless the

County, its officers, agents, and employees for, from, and against any and all claims, suits, expenses, damages, or other liabilities, including reasonable attorney fees and court costs, arising out of damage or injury to persons, entities, or property, caused or sustained by any person(s) as a result of the Contractor's performance or failure to perform pursuant to the terms of this Agreement or as a result of any subcontractors’ performance or failure to perform pursuant to the terms of this Agreement.

9. INSURANCE: The Contractor agrees to maintain insurance of the following types and amounts:

9.1. Commercial General Liability Insurance: to include products liability, completed operations, contractual, broad form property damage and personal injury.

9.1.1. Each Occurrence: $1,000,000

9.1.2. General Aggregate: $2,000,000

9.2. Comprehensive Automobile Liability Insurance: to include all motor vehicles owned, hired, leased, or borrowed.

9.2.1. Bodily Injury/Property Damage: $1,000,000 (each accident)

9.3. Workers' Compensation Insurance: Per Colorado Statutes

9.4. Professional Liability Insurance: to include coverage for damages or claims for damages arising out of the rendering, or failure to render, any professional services, as applicable.

9.4.1. Each Occurrence: $1,000,000

9.4.2. This insurance requirement applies only to the Contractors who are performing services under this Agreement as professionals licensed under the laws of the State of Colorado, such as physicians, lawyers, engineers, nurses, mental health providers, and any other licensed professionals.

9.5. Adams County as “Additional Insured”: The Contractor's commercial general liability, and comprehensive automobile liability, insurance policies and/or certificates of insurance shall be issued to include Adams County as an "additional insured" and shall include the following provisions:

9.5.1. Underwriters shall have no right of recovery or subrogation against the

County, it being the intent of the parties that the insurance policies so affected shall protect both parties and be primary coverage for any and all losses resulting from the actions or negligence of the Contractor.

9.5.2. The insurance companies issuing the policy or policies shall have no recourse against the County for payment of any premiums due or for any assessments under any form of any policy.

9.5.3. Any and all deductibles contained in any insurance policy shall be assumed by and at the sole risk of the Contractor.

9.6. Licensed Insurers: All insurers of the Contractor must be licensed or approved to do business in the State of Colorado. Upon failure of the Contractor to furnish, deliver and/or maintain such insurance as provided herein, this Agreement, at the election of the County, may be immediately declared suspended, discontinued, or terminated. Failure of the Contractor in obtaining and/or maintaining any required insurance shall not relieve the Contractor from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with the obligations of the Contractor concerning indemnification.

9.7. Endorsement: Each insurance policy herein required shall be endorsed to state that coverage shall not be suspended, voided, or canceled without thirty (30) days prior written notice by certified mail, return receipt requested, to the County.

9.8. Proof of Insurance: At any time during the term of this Agreement, the County may require the Contractor to provide proof of the insurance coverage or policies required under this Agreement.

10. DAMAGES ARISING FROM BREACH OF PERFORMANCE OBLIGATIONS:

Notwithstanding anything else set forth in this Agreement, if Contractor fails to comply with all terms of this contract, including but not limited to, its obligation to perform its work in a workmanlike manner in accordance with all codes, plans, specifications and industry standards, Contractor shall be liable to County for all damages arising from the breach, including but not limited to, all attorney fees, costs and other damages.

11. WARRANTY: The Contractor warrants and guarantees to the County that all work, equipment, and materials furnished under the Agreement are free from defects in workmanship and materials for a period of one year after final acceptance by the County. The Contractor further warrants and guarantees that the plans and specifications incorporated herein are free of fault and defect sufficient for Contractor to warrant the finished product after completion date. Should the Contractor fail to proceed promptly in accordance with this guarantee, the County may have such work performed at the expense of the Contractor. This section does not relieve the Contractor from liability for defects that become known after one year.

12. TERMINATION:

12.1. For Cause: If, through any cause, the Contractor fails to fulfill its obligations under this Agreement in a timely and proper manner, or if the Contractor violates any of the covenants, conditions, or stipulations of this Agreement, the County shall thereupon have the right to immediately terminate this Agreement, upon giving written notice to the Contractor of such termination and specifying the effective date thereof.

12.2. For Convenience: The County may terminate this Agreement at any time by giving written notice as specified herein to the other party, which notice shall be given at least thirty (30) days prior to the effective date of the termination. If this Agreement is terminated by the County, the Contractor will be paid an amount that bears the same ratio to the total compensation as the services actually performed bear to the total services the Contractor was to perform under this Agreement, less payments previously made to the Contractor under this Agreement.

13. MUTUAL UNDERSTANDINGS:

13.1. Jurisdiction and Venue: The laws of the State of Colorado shall govern as to the interpretation, validity, and effect of this Agreement. The parties agree that jurisdiction and venue for any disputes arising under this Agreement shall be with Adams County, Colorado.

13.2. Compliance with Laws: During the performance of this Agreement, the

Contractor agrees to strictly adhere to all applicable federal, state, and local laws, rules and regulations, including all licensing and permit requirements and all compliance requirements detailed in Exhibit B. The Parties hereto aver that they are familiar with § 18-8-301, et seq., C.R.S. (Bribery and Corrupt Influences), as amended, and § 18-8-401, et seq., C.R.S. (Abuse of Public Office), as amended, and that no violation of such provisions are present.

13.3. OSHA: The Contractor shall comply with the requirements of the Occupational

Safety and Health Act (OSHA) and shall review and comply with the County’s safety regulations while on any County property. Failure to comply with any applicable federal, state or local law, rule, or regulation shall give the County the right to terminate this Agreement for cause.

13.4. Assignability: Neither this Agreement, nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by the Contractor without the prior written consent of the County.

13.5. Waiver: Waiver of strict performance or the breach of any provision of this

Agreement shall not be deemed a waiver, nor shall it prejudice the waiving party's right to require strict performance of the same provision, or any other provision in the future, unless such waiver has rendered future performance commercially impossible.

13.6. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations hereunder to the extent that such delay or failure is caused by a force or event beyond the control of such party including, without limitation, war, embargoes, strikes, governmental restrictions, riots, fires, floods, earthquakes, or other acts of God.

13.7. Notice: Any notices given under this Agreement are deemed to have been received and to be effective:

1) Three (3) days after the same shall have been mailed by certified mail, return receipt requested; and

2) Immediately upon hand delivery; or

3) Immediately upon receipt of confirmation that an E-mail was received. For the purposes of this Agreement, any and all notices shall be addressed to the contacts listed below:

Department:

Contact:

Address:

City, State, Zip:

Phone:

E-mail:

Department: Adams County Purchasing Contact:

Address: 4430 South Adams County Parkway City, State, Zip: Brighton, Colorado 80601 Phone: 720.523.

E-mail:

Department: Adams County Attorney’s Office Address: 4430 South Adams County Parkway City, State, Zip: Brighton, Colorado 80601 Phone: 720.523.6116

Contractor:

Contact:

Address:

City, State, Zip:

E-mail:

13.8. Integration of Understanding: This Agreement contains the entire understanding of the parties hereto and neither it, nor the rights and obligations hereunder, may be changed, modified, or waived except by an instrument in writing that is signed by the parties hereto.

13.9. Severability: If any provision of this Agreement is determined to be unenforceable or invalid for any reason, the remainder of this Agreement shall remain in effect, unless otherwise terminated in accordance with the terms contained herein.

13.10. Authorization: Each party represents and warrants that it has the power and ability to enter into this Agreement, to grant the rights granted herein, and to perform the duties and obligations herein described.

13.11. Confidentiality: All documentation related to this Agreement will become the property of Adams County. All documentation maintained or kept by Adams County shall be subject to the Colorado Open Records Act, C.R.S. 24-72-201 et seq. (“CORA”). The County does not guarantee the confidentiality of any records.

14. AMENDMENTS, CHANGE ORDERS, OR EXTENSIONS:

14.1. Amendments or Change Orders: The County may, from time to time, require changes in the scope of the services of the Contractor to be performed herein including, but not limited to, additional instructions, additional work, and the omission of work previously ordered. The Contractor shall be compensated for all authorized changes in services, pursuant to the applicable provision in the Solicitation, or, if no provision exists, pursuant to the terms of the Amendment or Change Order.

14.2. Extensions: The County may, upon mutual written agreement by the Parties, extend the time of completion of services to be performed by the Contractor.

15. SECURITY BREACHES AND PERSONAL INFORMATION:

15.1. If Contractor obtains personal identifying information, as that term is defined in

C.R.S. 24-73-101, from the County during the course of this Agreement, Contractor shall destroy or properly dispose of the information in a manner that is compliant with C.R.S. 24-73-101 when that information is no longer needed for the performance of this Agreement. Contractor shall also implement and maintain reasonable security procedures and practices that are appropriate to the nature of the personal identifying information obtained; and reasonably designed to help protect the personal identifying information from unauthorized access, use, modification, disclosure, or destruction.

15.2. In the event of a security breach, as defined in C.R.S. 24-73-103, that compromises computerized data that includes personal information subject to this Agreement, Contractor shall notify the County of the security breach in the most expedient time and without unreasonable delay following discovery of the security breach, if misuse of personal information about a Colorado resident occurred or is likely to occur; and cooperate with the County, including sharing with the County any information relevant to the security breach, except that such cooperation does not require the disclosure of confidential business information or trade secrets.

16. CONTRACTOR RECORDS:

16.1. Record Retention and Access: Contractor shall make, keep, maintain, and allow inspection and monitoring by the County of a complete file of all records, documents, communications, notes and other written materials, and electronic media files, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder.

Contractor shall maintain such records for a period (the “Record Retention Period”) of five years following the date of submission to the County of the final financial report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award is started before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the County, State, or Federal Awarding Agency. The Federal Agency, the County, a cognizant agency for audit or indirect costs, or oversight agency for audit may notify Contractor in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend five years following final disposition of such property.

16.2. Inspection: Contractor shall permit the County, the federal government, and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Contractor Records during the Record Retention Period. Contractor shall make Contractor Records available during normal business hours at Contractor office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the County, unless the County determines that a shorter period of notice, or no notice, is necessary to protect the interests of the County.

16.3. Monitoring: The County will monitor Contractor’s performance of its obligations under this Agreement using procedures as determined by the County. The federal government and any other duly authorized agent of a governmental agency, in its discretion, may monitor Contractor’s performance of its obligations under this Agreement using procedures as determined by that governmental entity. Contractor shall allow the County to perform all monitoring required by the Uniform Guidance, based on the County’s risk analysis of Contractor and this Agreement. The County shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The County shall monitor Contractor’s performance in a manner that does not unduly interfere with Contractor’s performance of the Work.

16.4. Final Audit Report: Contractor shall promptly submit to the County a copy of any final audit report of an audit performed on Contractor’s records that relates to or affects this Agreement or the Work, whether the audit is conducted by Contractor or a third party. Additionally, if Contractor is required to perform a single audit under 2 CFR 200.501, et seq., then Contractor shall submit a copy of the results of that audit to the County within the same timelines as the submission to the federal government.

17. COMPLIANCE: Contractor shall comply with all applicable provisions of the Federal

Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252 and the regulations issued pursuant thereto, all applicable provisions of 2 CFR 200, and all applicable federal laws and regulations required by this federal award. Any revisions to such provisions or regulations shall automatically become a part of these federal provisions, without the necessity of either party executing any further instrument. The County, at its discretion, may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions.

18. SUSPENSION/DEBARMENT: The Contractor shall maintain the currency of its information in the System for Award Management (“SAM”), which may be found at http://www.sam.gov, until the Contractor submits any final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 2CFR 200 prohibits grantees from entering into contracts with debarred, suspended, or ineligible Contractors for the purposes of implementing the activity for which these funds have been allocated. If the Contractor is debarred or suspended anytime during the term of this Agreement, it must immediately notify the County. By signing this Agreement, the Contractor hereby certifies that it is not excluded or disqualified by the federal government.

19. LOBBYING: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person or organization for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. If Contractor applied or bid for an award exceeding $100,000 it must file the required certification.

20. CLEAN AIR ACT (42 U.S.C. 7401-7671Q.) AND THE FEDERAL WATER

POLLUTION CONTROL ACT (33 U.S.C. 1251-1387), 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).

21. DOMESTIC PREFERENCE FOR PROCUREMENT: Contractor shall exercise a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products) when purchasing any goods using Federal funds under this Agreement.

22. RECOVERABLE MATERIALS: Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired based upon not being competitively available within a timeframe included in the performance schedule; not meeting the bid performance requirements;

or not being available at a reasonable price. Refer to https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.

Contractor should, to the greatest extent practicable and consistent with law, purchase, acquire, or use products and services that can be reused, refurbished, or recycled; contain recycled content, are biobased, or are energy and water efficient;

and are sustainable. This may include purchasing compostable items and other products and services that reduce the use of single-use plastic products.

http://www.sam.gov/ https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program

23. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT: Contractor shall not obligate or expend any funds under this Agreement to (1) procure or obtain; (2) extend or renew a contract to procure or obtain; or (3) enter into a contract (or extend or renew a contract) to procure or obtain covered telecommunications equipment or services. As described in Public Law 115–232, section 889, “covered telecommunications equipment or services” means any telecommunications or video surveillance equipment or service: (1) produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (2) produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (3) provided by such agencies or using such equipment; or (4) provided by an entity that the Secretary of Defense reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

24. COLLUSION: Contractor certifies that (a) the prices in its proposal have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition as to any matter relating to such prices with any other participating bidder or with any competitor; (b) the prices quoted herein have not been and will not be knowingly disclosed, directly or indirectly, by the Contractor to any other participating bidder, competitors or County's representatives prior to the final date for submission of such offer; and (c) no attempt has been made and none will be made by the Contractor to induce any other person partnership or corporation to submit a proposal or not to submit a proposal (complementary or otherwise) for the purpose of restricting competition.

25. CONFLICT OF INTEREST:

25.1. Contractor agrees that no official, officer, or employee of the County shall have any personal or beneficial interest whatsoever in the services or property described herein, and Contractor further agrees not to hire, pay, or contract for services of any official, officer, or employee of the County. A conflict of interest shall include transactions, activities, or conduct that would affect the judgment, actions, or work of the Contractor by placing the Contractor own interests, or the interest of any party with whom the Contractor has a contractual arrangement, in conflict with those of the County.

25.2. The Contractor and its employees, agents, consultants, officers, or appointed officers who exercise or have exercised any functions or responsibilities with respect to the County's activities, or who are in a position to participate in a decision making process or gain inside information with regard to such activities, may not obtain a personal or financial interest in, or benefit from, this Agreement (except for the use of Agreement funds to pay salaries and other related administrative or personnel costs), or have an interest in any contract, subcontract, or agreement with respect thereto, or the proceeds hereunder, either for themselves or those with whom they have family or business ties, during their tenure or for two years thereafter. Exceptions may only be made with written approval from the County and federal agency from which the County has obtained the funds for this Agreement.

25.3. Contractor certifies that, to the best of their knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational or personal conflict of interest, be it actual, apparent, or potential, for the organization or any of its staff, and that the Contractor has disclosed all relevant information if an actual, apparent, or potential conflict of interest appears to exist to a reasonable person with knowledge of the relevant facts or if such a person would question the impartiality of the Contractor.

IN WITNESS WHEREOF, the Parties have caused their names to be affixed hereto:

ADAMS COUNTY, COLORADO

<Board of County Commissioners, County Manager, etc.>

ACTING AS THE BOARD OF HUMAN SERVICES

<Chair, County Manager Name, etc.> Date

Attest:

Josh Zygielbaum, Clerk and Recorder _________________________________ Deputy Clerk

Approved as to Form: __________________________________ Adams County Attorney’s Office

REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY

<ENTER CONTRACTOR>

Signature Date

Printed Name Title

NOTARIZATION OF CONTRACTOR’S SIGNATURE:

COUNTY OF _________________________ )

STATE OF ____________________________ )SS.

Signed and sworn to before me this ____ day of _______________________, 20___, by _____________________________________, Notary Public

My commission expires on: ________________________________________

EXHIBIT A

(SCOPE OF WORK DEVELOPED BY THE DEPARTMENT AND ALSO SUPPORTING

DOCUMENTATION FROM VENDOR)

EXHIBIT B

FEDERAL FUNDING AGENCY OR PROJECT SPECIFIC REQUIREMENTS