Exhibit C Additional SOW Provisions.docx

Exhibit C - ADDITIONAL STATEMENT OF WORK PROVISIONS

I. DUTIES OF THE DEPARTMENT. The Department will:

1. The Department will appoint an individual to be a liaison to the successful Offeror. This individual will attend entrance/exit conferences and assist the successful Offeror in understanding Department requirements and reporting guidelines, and represent the Department in ongoing communications with the Contractor

2. The Department will be responsive to e-mail, telephone calls or messages and will be available for meetings with the Contractor for this project.

3. The Department will provide Departmental review, comments, and guidance in response to the Contractor’s concerns or questions related to this project

II. CONTRACTOR RESPONSIBILITIES. The contractor shall:

1. The Contractor shall negotiate in good faith with the Department for any additional activities that may be required beyond the existing Statement of Work activities in this Contract but may become necessary in the event of changes in TGYS funding or legislative initiatives that are implemented over the course of this Contract.

2. Department’s Option to Extend

a. The Department may require continued performance for a period of one year at the same rates and same terms specified in the Contract. If the Department exercises this option, it shall provide written notice to Contractor at least 30 days prior to the end of the current Contract term in form substantially equivalent to the Sample Option Letter Exhibit E. If exercised, the provisions of the Sample Option Letter shall become part of and be incorporated into this Contract. The total duration of this Contract, including the exercise of any options under this clause, shall not exceed three years.

b. The State may increase or decrease the quantity of services described in Exhibit A based upon the rates established in the Contract. If the State exercises the option, it will provide written notice to Contractor as least 30 days prior to the end of the current Contract term in a form substantially equivalent to Exhibit E. Performance of the service shall continue at the same rates and terms. If exercised, the provisions of the Option Letter shall become part of and be incorporated into the original contract.

3. The Contractor may be privy to internal policy discussions, contractual issues, price negotiations, confidential medical information, Department financial information, and advance knowledge of legislation. In addition to all other confidentiality requirements of the Contract, the Contractor shall also consider and treat any such information as confidential and shall only disclose it in accordance with the terms of the Contract.

4. Notwithstanding the terms contained in the RFP and Contract Terms and Conditions, the Contractor shall protect the confidentiality of all client or participant records and other materials that are maintained in accordance with this Contract. Except for purposes directly connected with the administration of this Contract, no information about or obtained from any client or participant shall be disclosed in a form identifiable with the client or participant without the prior written consent of the client or participant, or the parent or legal guardian of a minor client or participant with the exception of information protected by Colorado Statute as it applies to confidentiality for adolescent services in which case the adolescent minor, and not the parent or legal guardian must provide consent or as otherwise properly ordered by a court of competent jurisdiction. The Contractor shall have written policies governing access, duplication, and dissemination of all such information. The Contractor shall advise its employees, agents, servants, and any subgrantees or subcontractors that they are subject to these confidentiality requirements.

5. MONITORING & QUALITY ASSURANCE:

a. Deliverables are expected to be of a high quality, and shall be delivered in a format agreed upon in advance between the TGYS Program Administrator and the Contractor. Written work products including reports and communications shall be clear, concise, and largely free from spelling and grammatical errors.

b. Deliverables that have major problems, are of poor quality, or do not represent what was requested will be required to be re-done without additional billing.

c. Deliverable acceptance will be based on the quality of the final product, the degree to which the requirements of the Statement of Work were met, and will be dependent upon completion of all applicable inspection procedures.

d. The work will be monitored by the TGYS Program Administrator for meeting the following metrics:

i. QUALITY: Degree to which products and/or services meet or exceed standards set forth in the contract, including exhibits and attachments thereto (collectively, “contract”).

ii. COST: Degree to which Contractor has complied with the cost limitations as specified in the contract.

iii. TIMELINESS: Degree to which Contractor supplied products or services within the time frames identified in the contract. CUSTOMER SERVICE: Degree to which Contractor was responsive to CDHS’ requests for assistance.

iv. TECHNOLOGY: Degree to which Contractor utilized current technologies to deliver and support products and services specified in the contract.

v. FLEXIBILITY: Degree to which Contractor adjusted to CDHS’ changing needs.

vi. QUANTITY: Degree to which Contractor supplied products and/or services meeting the specifications and in the amounts set forth in the contract.

vii. SAFETY: Degree to which Contractor complied with applicable safety regulations for this project as described in the contract.

6. PERFORMANCE MONITORING AND REVIEWS

a. The Department may conduct performance reviews or evaluations of the Contractor in relation to the Work performed under the Contract. Methods used for this review may include review of documentation reflective of performance, including progress reports and other documentation as applicable, staff and stakeholder observations of performance, staff and stakeholder feedback, and objective performance (quality, quantity, timeliness, etc.).

b. The Department may work with the Contractor in the completion of any performance reviews or evaluations or the Department may complete any or all performance reviews or evaluations independently, at the Department's sole discretion.

c. The Contractor shall provide all information necessary for the Department to complete all performance reviews or evaluations, as determined by the Department, upon the Department's request.

d. The Department may conduct these performance reviews or evaluations at any point during the term of the Contract, or after termination of the Contract for any reason.

e. The Department may make the results of any performance reviews or monitoring available to the public, and/or in accordance with the requirements as set forth in the RFP.

f. Performance Monitoring may, at the TGYS Program Administrator’s discretion, involve input from project stakeholders.

g. The Contractor will be notified in writing within 30 calendar days of discovery of a compliance issue. Within 45 calendar days of discovery, the Contractor and the Department will collaborate, when appropriate, to determine the action(s) necessary to rectify the compliance issue and determine when the action(s) must be completed. The action(s) and time line for completion will be documented in writing and agreed to by both parties. If extenuating circumstances arise that requires an extension to the time line, the Contractor must email a request to the TGYS Program Specialist and receive approval for a new due date. The State will oversee the completion/implementation of the action(s) to ensure time lines are met and the issue(s) is resolved. If the Contractor demonstrates inaction or disregard for the agreed upon compliance resolution plan, the State may exercise its rights under the Remedies section of the General Provisions of this contract.

7. The Contractor shall respond to all telephone calls, voicemails and emails from the Department within one (1) Business Day of receipt by the Contractor.

8. The legal title to any property or equipment purchased by the Contractor with funds paid or reimbursed to the Contractor by the Department hereunder and individually costing $1,000.00 or more shall remain, vest and be in the Department. During the term hereof, the Contractor shall have the equitable right to consume and/or use said property for the purposes authorized and allowed under the agreement. As to the said property remaining at the end of the term or earlier termination of the Contract, if any, the Department shall in its sole and absolute discretion promptly: (i) determine to keep title to any of the said property, and upon such determination the Contractor shall forthwith return such property to the Department; and/or, (ii) determine to grant and transfer legal title to any of the said property to the Contractor. The requirements of this provision shall survive the end of the term or earlier termination of the Contract.

9. No funding under this program shall be used to support inherently religious activities.

10. Funding may not be used to support lobbying activities to influence proposed or pending Federal or State legislation or appropriations.

11. The Contractor shall permit the CDHS and auditors to have access to the Contractor’s records and financial statements as necessary for the CDHS to meet the requirements of §§200.300 Statutory and national policy requirements through 200.309 Period of performance, and Subpart F—Audit Requirements of this part;

12. In state travel may be required. TGYS will not reimburse travel above the federal levels for lodging, per diem and mileage.

13. MEETING REQUIREMENTS

a. The Contractor shall attend meetings as described in the Statement of Work and this section, in the format and frequency agreed upon by the Department, and containing the information requested by the Department.

b. The Contractor shall ensure Key Personnel and Other Personnel assigned to the Contract are available for meetings with the Department during the Department’s normal business hours. The Contractor shall also make these personnel available outside of the Department’s normal business hours and on weekends with prior notice from the Department.

c. The Contractor’s Key Personnel and Other Personnel shall be available for all regularly scheduled meetings between the Contractor and the Department, unless the Department has granted prior, written approval otherwise.

d. The Contractor shall ensure that the Key Personnel and Other Personnel attending all meetings between the Department and the Contractor have the authority to represent and commit the Contractor regarding work planning, problem resolution and program development.

e. At the Department’s direction, the Contractor shall make its Key Personnel and Other Personnel available to attend meetings as subject matter experts with stakeholders both within the State government and external or private stakeholders.

f. All of the Contractor’s Key Personnel and Other Personnel that attend any meeting with the Department or other Department stakeholders shall be physically present at the location of the meeting, unless the Department gives prior, written permission to attend by telephone or video conference. In the event that the Contractor has any personnel attend by telephone or video conference, the Contractor shall provide all additional equipment necessary for attendance.

14. TIME LIMIT FOR ACCEPTENCE OF DELIVERABLES

a. Review Period. The Department shall have thirty (30) calendar days from the date a deliverable is delivered to the Department by the Contractor to review that deliverable, except for those deliverables that have a different time negotiated by the Department and the Contractor.

b. Notice of Defect. If the Department believes in good faith that a deliverable fails to meet the design specifications and/or requirements for that particular deliverable, or is otherwise deficient, then the Department shall notify the Contractor of the failure or its deficiencies in writing, within thirty (30) calendar days of: 1) the date the deliverable is delivered to the Department by the Contractor if the Department is aware of the failure or deficiency at the time of delivery: or 2) the date the Department becomes aware of the failure or deficiency. The above time frame shall apply to all deliverables except those deliverables that have a different time negotiated by the Department and the Contractor in writing pursuant to the State’s Fiscal Rules.

c. Time to Correct Defect. Upon receipt of timely written notice of an objection to a completed deliverable, the Contractor shall have a reasonable period of time, not to exceed ten (10) calendar days, to correct the noted failure or deficiencies.

15. COMPENSATION

a. This is a reimbursement contract that contains state funds.

b. Contract expenditures shall be in accordance with the Statement of Work attached to the Contract as Exhibit X , and the associated Budget attached to this Contract as Exhibit XX. All other expenditures shall not be reimbursed without prior written consent of the Department. All expenditures must be reasonable and necessary for the performance of this Contract, and must comply with the State of Colorado fiscal guidelines and rules.

16. INVOICING AND PAYMENT PROCEDURES

a. To receive compensation under this contract, the Contractor shall submit a signed monthly invoice form. The invoice form must be submitted within sixty (60) calendar days of the end of the billing period for which services were rendered. Invoices received later than sixty (60) calendar days from the end of the billing period may not be paid.

b. Final invoices under this Contract must be received by the Department within a reasonable time after the expiration or termination of this Contract; but in no event later than thirty (30) calendar days from the effective expiration or termination date of this Contract.

c. The Contractor shall not use state funds to satisfy federal cost sharing and matching requirements unless approved in writing by the Department.

d. Payment of Invoices

i. The Department shall remit payment to the Contractor for all amounts shown on an invoice after the Department’s acceptance of that invoice. The Department shall not make any payment on an invoice prior to its acceptance of that invoice.

ii. The Department will review the submitted invoice, and compare the information contained in the invoice to the Department’s information. The Department will only accept an invoice after it has reviewed the information contained on the invoice and determined that all amounts are correct.

iii. In the event that the Department determines that any information on an invoice is incorrect, the Department will notify the Contractor of this determination and what is incorrect on the invoice. The Contractor shall correct any information the Department determined to be incorrect and resubmit that invoice to the Department for review.

1. The Department will review the invoice to ensure that all corrections have been made.

2. If all information on the resubmitted invoice is correct, the Department will accept the invoice.

iv. If any information on the resubmitted invoice is still incorrect, then the Department will return the invoice to the Contractor for correction and resubmission.

17. CONTRACTOR REQUESTS FOR CHANGES TO CONTRACT STATEMENT OF WORK OR BUDGET

a. During the Contract term, the Contractor shall request prior approval in writing for all modifications to the Statement of Work or for any modifications to the direct costs in excess of ten percent (10%) or a maximum amount of ten thousand dollars ($10,000.00) whichever is lower, of the total budget for direct costs.

b. Any request for modifications to the overall Budget amount, or changes to the Statement of Work or Budget as described above, shall be submitted to the TGYS Program Specialist at least 90 days prior to the end of the contract period and may require an amendment to this Contract. Modifications may require an amendment.