4-BCPH Sample Contract.docx

BOULDER COUNTY PUBLIC HEALTH CONTRACT

SUMMARY

Contract Identification

Oracle Contract Number

Contract Name

Boulder County Public Health Information

Division

Program

Project Manager Name and Email

Vendor Information

Vendor Legal Name

Vendor Other Name

· COI ☐ DBA ☐ W-9

Vendor Business Address

Vendor Mailing (“Remit to”) Address

Vendor Signer Name and Email

Vendor Contact Name and Email

Vendor Invoicing Email

Contract Dates

Authorization to Start Work

End Date

Contract Amount

Contract Not to Exceed

Highest Annual Amount

Pricing details, including annual limits, if any, detailed in Exhibit B

Contract Documents

· Exhibit A: Insurance Requirements

· Exhibit B: Scope of Work and Pricing Details

· Exhibit C: Boulder County Data and Cyber Security Requirements

· Exhibit D:

· Exhibit E:

· Exhibit F:

Approved for use May 2024 All changes and modification request must be reviewed by the Boulder County Attorney’s Office

Funding Source Information

Funding Source for Contract

Fund Availability

OFS# for Associated Revenue Contract(s)

Procurement Details – County Internal Use Only

Procurement Process

Formal Procurement Number

Award Date

Does this include new FTE’s or require additional budget approval?

Accounting Details – County Internal Use Only

THIS CONTRACT ("Contract") is entered into by and between Boulder County Public Health ("BCPH"), a political subdivision of the State of Colorado, and ("Contractor"). BCPH and Contractor are each a “Party,” and collectively the “Parties.”

In consideration of the mutual covenants contained in this Contract, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Incorporation into Contract: The Summary is incorporated into this Contract. The Contract Documents are incorporated into this Contract by reference, except to the extent that contractor-drafted documents, if any are incorporated, contain any obligations placed upon BCPH and not otherwise contained in this Contract. In the event of any conflict between any Contract Documents incorporated into this Contract, the language shall be interpreted in favor of the BCPH.

2. Authorization to Start Work:

3. Scope of Work: The Scope of Work is defined in Exhibit B – Scope of Work, which is incorporated by reference (“Work”). Contractor will provide all labor and equipment and do all tasks necessary and incidental to performing the Work. Contractor will perform all Work (a) in a good and workmanlike manner, (b) at its own cost and expense, (c) in accordance with recognized industry standards of care, skill, and diligence for the type of work being performed, and (d) in strict accordance with the Contract. For solicitations conducted by formal procurement, the following are incorporated by reference: specifications in the formal procurement and the Contractor’s response to the specifications to the extent that they are responsive to the specifications.

4. Time to Complete Work: Contractor must complete all Work before the End Date of this Contract and in compliance with any additional timing requirements identified in Exhibit B –Scope of Work. Any extension of the End Date requires a written amendment, which may require the approval of the Board of BCPH or the BCPH Director. Any amendment may require the Contractor to provide a then-current Certificate of Insurance to the BCPH that complies with the Insurance Requirements identified in Exhibit A of this Contract.

5. Payment for Work Performed: In consideration of the Work performed by Contractor, and subject to conditions contained in this Contract, BCPH will pay an amount not to exceed the Contract Not to Exceed amount identified above to Contractor in accordance with the Contract Documents.

6. Invoicing: Contractor will promptly provide a copy of its Form W-9 and invoice template to BCPH upon request. Contractor must submit an invoice to the BCPH by the fifteenth (15th) day of the month for completion of any part of the Work performed in the prior calendar month. All invoices submitted require the following components: Contractor’s name and address (submitted W-9 address must match remit address), detailed description of services, dates of services, itemization of labor and materials costs, “Bill to: Boulder BCPH” language, payment remittance address, date of invoice, unique invoice number, and total amount due. Contractor must send all completed invoices to the Public Health Invoicing Email in the Summary. Failure to submit invoices in a timely manner and in accordance with the terms of this Contract will relieve BCPH of its obligation to make timely payment. Further, BCPH will have no liability for any financial obligations under this Contract if Contractor fails to submit an accurate invoice to the BCPH by January 15th of any calendar year for Work performed in the previous calendar year. BCPH may recoup any damages incurred because of Contractor’s failure to submit invoices pursuant to the terms of this paragraph. BCPH’s acceptance or payment of an invoice will not constitute acceptance of any work performed under this Contract.

7. No Additional Services: In order for Contractor to provide additional services for additional compensation beyond the initial Contract Not to Exceed amount, the Parties must first execute a written amendment before the then-current End Date. A written amendment may require the approval of the Board of BCPH or the BCPH Director. If necessary, the written amendment will incorporate an updated Scope of Work and/or updated Insurance Requirements.

8. Schedule of Work: BCPH may designate the hours (on a daily or weekly basis) during which Contractor may perform the Work strictly for the purposes of minimizing inconvenience to the BCPH and interference with BCPH operations.

9. Indemnity: Contractor will indemnify and hold harmless BCPH, its elected officials and appointed department heads, and its employees, agents and representatives (the "indemnified parties"), from any and all liability, claims, demands, actions, damages, losses, judgments, costs or expenses, including attorneys’ fees, which may be made or brought or which may result against any of the indemnified parties as a result or on account of the actions or omissions of Contractor, its employees, agents or representatives, or other persons acting under Contractor’s direction or control. This indemnification obligation will extend to claims based on Contractor’s unauthorized use or disclosure of confidential information and intellectual property infringement. BCPH will not be obligated to indemnify or defend Contractor under any circumstances. Contractor’s obligations under this provision shall survive expiration or termination of this Contract. Nothing contained in this Contract or the Contract Documents is intended to limit or restrict the indemnification rights or obligations of any Party under this provision, or damages available for breaches of the obligations herein. In addition, Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to Contractor’s failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S.

10. Nondiscrimination: Contractor will comply with the Colorado Anti-Discrimination Act, C.R.S. § 24-34-401, et seq., as amended, and all applicable local, State and Federal laws concerning discrimination and unfair employment practices. BCPH prohibits unlawful discrimination on the basis of race, color, religion, gender, gender identity, national origin, age 40 and over, disability, socio-economic status, sexual orientation, genetic information, or any other status protected by applicable Federal, State or local law. Contractor must require that its subcontractors, if any, similarly comply with all applicable laws concerning discrimination and unfair employment practices.

11. Information and Reports: Contractor will provide to authorized BCPH, State, and Federal government representatives all information and reports that may be required for any purpose authorized by law. Contractor will permit access to such representatives to Contractor's facilities, books, records, accounts, and any other relevant sources of information. Where information required by a representative is in the exclusive possession of a person or entity other than Contractor, Contractor must so certify to the BCPH and explain what efforts it has made to obtain the information.

12. Independent Contractor: Contractor is an independent contractor for all purposes in performing the Work. None of Contractor, its agents, personnel or subcontractors are employees of the BCPH for any purpose, including the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the Colorado Workers’ Compensation Act, the Colorado Unemployment Insurance Act, and the Public Employees Retirement Association. Accordingly, BCPH will not withhold or pay any income tax, payroll tax, or retirement contribution of any kind on behalf of Contractor or Contractor’s employees. As an independent contractor, Contractor is responsible for employing and directing such personnel and agents as it requires to perform the Work. Contractor will exercise complete authority over its personnel and agents and will be fully responsible for their actions.

13. Termination

14. Contractor Obligations upon Termination or Expiration: By the End Date or effective date of termination, if earlier, Contractor must (1) remove from BCPH property all of its personnel, equipment, supplies, trash and any hazards created by Contractor, (2) protect any serviceable materials belonging to the BCPH, and (3) take any other action necessary to leave a safe and healthful worksite. Any items remaining on BCPH property after the End Date or the effective date of termination, if earlier, will be deemed abandoned by Contractor.

15. Payable Costs in Event of Early Termination: If BCPH terminates this Contract before the End Date, Contractor’s payments (and any damages associated with any lawsuit brought by Contractor) are limited to only (1) payment for Work satisfactorily executed and fully and finally completed, as determined by BCPH in its sole discretion, prior to delivery of the notice to terminate, and (2) the reasonable and actual costs Contractor incurred in connection with performing the Work prior to delivery of the notice to terminate. Contractor explicitly waives all claims it may have against the BCPH for any other compensation, such as anticipatory profits or any other consequential, special, incidental, punitive or indirect damages.

16. Remedies for Non-Performance: If Contractor fails to perform any of its obligations under this Contract, BCPH may, at its sole discretion, exercise one or more of the following remedies (in addition to any other remedies provided by law or in this Contract, including in Exhibit B – Scope of Work), which shall survive expiration or termination of this Contract:

a. Suspend Performance: BCPH may require that Contractor suspend performance of all or any portion of the Work pending necessary corrective action specified by the BCPH and without entitling Contractor to an increase in compensation or extension of the performance schedule. Contractor must promptly stop performance and incurring costs upon delivery of a notice of suspension by the BCPH.

b. Withhold Payment Pending Corrections: BCPH may permit Contractor to correct any rejected Work at the BCPH ’s discretion. Upon BCPH ’s request, Contractor must correct rejected work at Contractor’s sole expense within the time frame established by the BCPH. Upon full and final completion of the corrections satisfactory to the BCPH, BCPH will remit payment to Contractor.

c. Deny Payment: BCPH may deny payment for any Work that does not comply with the requirements of the Contract or that Contractor otherwise fails to provide or fully and finally complete, as determined by the BCPH in its sole discretion. Upon BCPH request, Contractor will promptly refund any amounts prepaid by the BCPH with respect to such non-compliant Work.

d. Removal: Upon BCPH ’s request, Contractor will remove any of its employees or agents from performance of the Work, if BCPH, in its sole discretion, deems any such person to be incompetent, careless, unsuitable, or otherwise unacceptable.

17. Binding Arbitration Prohibited: BCPH does not agree to binding arbitration by any extra- judicial body or person.

18. Conflicts of Interest: Contractor may not engage in any business or personal activities or practices or maintain any relationships that conflict in any way with the full performance of Contractor’s obligations.

19. Notices: All notices provided under this Contract must be in writing and sent by Certified U.S. Mail (Return Receipt Requested), electronic mail, or hand-delivery to the other Party’s Contact Name and Email specified in the Summary. For certified mailings, notice periods will begin to run on the day after the postmarked date of mailing. For electronic mail or hand-delivery, notice periods will begin to run on the date of delivery.

20. Statutory Requirements: This Contract is subject to all statutory requirements that are or may become applicable to counties or political subdivisions of the State of Colorado generally, including but not limited to:

a. C.R.S. § 38-26-107, which requires withholding funds where BCPH receives a claim for payment from a supplier or subcontractor of Contractor upon notice of final settlement (required for public works contracts that exceed $150,000);

b. C.R.S. § 8-17-101 et seq.;

c. C.R.S. § 18-8-301, et seq.;

d. C.R.S. § 18-8-401, et seq.; and

e. C.R.S. §§ 24-85-101, et seq., C.R.S.. Specifically, Contractor shall comply with and the Work Product provided under this Contract shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. BCPH may require Contractor’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the State to attest to Contractor’s Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S.

21. No Suspension or Debarment: Contractor certifies and warrants for the duration of the Work and the duration of the Contract, that neither it nor its principals nor any of its subcontractors are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this Contract by any Federal or State department or agency. Contractor shall comply, and shall require its subcontractors to comply, with subpart C of 2 C.F.R. § 180.

22. Entire Agreement/Binding Effect/Amendments: This Contract represents the complete agreement between the Parties and is fully binding upon them and their successors, heirs, and assigns, if any. This Contract terminates any prior agreements, whether written or oral in whole or in part, between the Parties relating to the Work. This Contract may be amended only by a written agreement signed by both Parties.

23. Assignment/Subcontractors: This Contract may not be assigned or subcontracted by Contractor without the prior written consent of the BCPH. If Contractor subcontracts any of its obligations under this Contract, Contractor will remain liable to the BCPH for those obligations and will also be responsible for subcontractor’s performance under, and compliance with, this Contract.

24. Governing Law/Venue: The laws of the State of Colorado govern the construction, interpretation, performance, and enforcement of this Contract. Any claim relating to this Contract or breach thereof may only be brought exclusively in the Courts of the 20th Judicial District of the State of Colorado and the applicable Colorado Appellate Courts.

25. No Waiver: The failure of either Party to exercise any of its rights under this Contract will not be deemed to be a waiver of such rights or a waiver of any breach of the Contract. All remedies available to a Party in this Contract are cumulative and in addition to every other remedy provided by law.

26. Severability: If any provision of this Contract becomes inoperable for any reason but the fundamental terms and conditions continue to be legal and enforceable, then the remainder of the Contract will continue to be operative and binding on the Parties.

27. Third-Party Beneficiary: Enforcement of the terms and conditions and all rights and obligations of this Contract are reserved to the Parties. Any other person receiving services or benefits under this Contract is an incidental beneficiary only and has no rights under this Contract. Notwithstanding, where the beneficiary Department or Office is led by an Elected Official, such Elected Official shall be considered a third-party beneficiary.

28. Colorado Open Records Act: BCPH may disclose any records that are subject to public release under the Colorado Open Records Act, C.R.S. § 24-72-200.1, et seq.

29. Conflict of Provisions: If there is any conflict between the terms of the main body of this Contract and the terms of any of the Contract Documents, the terms of the main body of the Contract will control.

30. Governmental Immunity: Nothing in this Contract shall be construed in any way to be a waiver of the BCPH’s immunity protection under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended.

31. Representations and Warranties: Contractor represents and warrants the following:

a. Execution of this Contract and performance thereof is within Contractor’s duly authorized powers;

b. The individual executing this Contract is authorized to do so by Contractor;

c. Contractor is authorized to do business in the State of Colorado and is properly licensed by all necessary governmental and public and quasi-public authorities having jurisdiction over the Work and the Contractor; and

d. Contractor and its subcontractors, if any, are financially solvent, able to pay all debts as they mature, and have sufficient working capital to complete the Work and perform all obligations under the Contract.

32. Legal Compliance: Except as otherwise specified in Exhibit B – Scope of Work, Contractor assumes full responsibility for obtaining and maintaining any permits and licenses required to perform the Work. Contractor is solely responsible for ensuring that its performance under this Contract and the Work itself will comply with all Federal, State, and local laws, regulations, ordinances and codes. BCPH approval of the Work or any aspect of Contractor’s performance, such as plans, designs, or other Contractor-drafted documents, shall not be interpreted to mean that Contractor has satisfied its obligations under this Section.

33. Litigation Reporting: Contractor represents that Contractor is not currently involved in any action before a court or other administrative decision-making body that could affect Contractor’s ability to perform the Work. Contractor will promptly notify BCPH if Contractor is served with a pleading or other document in connection with any such action or initiates any action impacting this Contract or the Work contemplated by this Contract.

34. Tax Exemption: BCPH is exempt from payment of Federal, State, and local government taxes. Contractor shall collect no tax from the BCPH, and the BCPH shall not be liable to pay any taxes imposed on Contractor. BCPH shall provide its tax exemption status information to Contractor upon request.

35. Delegation of Authority: The Parties acknowledge that BCPH and its Board has delegated authority to the Executive Director to act on behalf of BCPH under the terms of this Contract, including but not limited to the authority to terminate this Contract.

36. Ownership of Work Product: All work product, property, data, documentation, information or materials conceived, discovered, developed or created by Contractor pursuant to this Contract (“Work Product”) will be owned exclusively by the BCPH. To the extent possible, any Work Product will be deemed to be a work made for hire. Contractor unconditionally and irrevocably transfers and assigns to the BCPH all right, title and interest in and to any Work Product.

37. Publicity Releases: Contractor will not refer to this Contract or the BCPH in commercial advertising without prior written consent of the BCPH. This provision shall survive expiration or termination of this Contract.

38. Execution by Counterparts; Electronic Signatures: This Contract may be executed in multiple counterparts, each of which will be deemed an original, but all of which will constitute one agreement. The Parties approve the use of electronic signatures, governed by the Uniform Electronic Transactions Act, C.R.S. §§ 24 71.3 101 to 121. The Parties will not deny the legal effect or enforceability of this Contract solely because it is in electronic form or because an electronic record was used in its creation. The Parties will not object to the admissibility of this Contract in the form of electronic record, or paper copy of an electronic document, or paper copy of a document bearing an electronic signature, because it is not in its original form or is not an original.

39. Limitation on Public Statements and Lobbying Activity. Contractor may receive from the BCPH its confidential data, work product, or other privileged or confidential information that is protected by law. To maintain the fact and appearance of absolute objectivity, Contractor shall not, without the prior written consent of the BCPH, which shall not be unreasonably withheld, do any of the following: (a) disclose information obtained because of this contractual relationship to any third party; (b) lobby any State or Federal agency on any pending matter while this Contract is effective; or (c) make any public statements or appear at any time to give testimony at any public meeting on the subject matters regarding which Contractor is or was retained by the BCPH. BCPH may set reasonable conditions on any disclosure authorized by the BCPH under this provision. Notwithstanding, Contractor may make disclosures as required by law, and to law enforcement officials in connection with any criminal justice investigation

42. Legal Interpretation. Each Party recognizes that this Contract is legally binding and acknowledges that it has had the opportunity to consult with legal counsel of its choice about this Contract. The rule of construction providing that any ambiguities are resolved against the drafting Party will not apply in interpreting the terms of this Contract.

43. Insurance: Prior to commencing the Work, Contractor will provide a Certificate of Insurance to the BCPH demonstrating adequate insurance coverage for each type of insurance identified in Exhibit A. All policies evidencing coverage required by the Contract will be issued by insurance companies satisfactory to the BCPH. Contractor will forward Certificates of Insurance directly to the Notices and Certificate of Insurance (COI) Email listed in the Summary.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties have executed and entered into this Contract as of the latter day and year indicated below. This Contract is effective upon signature.

SIGNED for and on behalf of BCPH

SIGNED for and on behalf of Contractor

Signature:

Signature:

Name:

Name:

Title:

Title:

Date:

Date:

↓↓For Board-signed documents only↓↓

Attest:

Initial of EO/DH

Attestor Name:

Attestor Title: