Exhibit F - CDEC Personal Services Contract Template.docx

State of Colorado Contract Comment by State Purchasing and Contracts Office: Note to Drafters: Gray highlighted sections are fillable fields. To use those fields, use “protect document” to restrict editing to “filling in forms”, then type in the appropriate field. If the document is unprotected, then typing in the field will delete that field and replace it with the text typed.

Also, this is for non-IT personal services. For IT services, use the IT services template instead. Comment by Hurt,Genette: This template is for a Contractor relationship where the Contractor is not a governmental entity.

Are you using the correct template?

Is this a Subrecipient relationship?

If Yes, Use the Grant Agreement If a governmental entity (City, County, School District, Governmental entity in another state) - Should use the Intergovernmental Agreement template.

If a State of Colorado Agency (HCPF, CDPHE, State Owned Higher Education [Red Rocks Community College, Colorado State University, etc) - Should use the Interagency Agreement template.

Cover Page

Page 1 of 2 Contract_PersonalServices 4-26A_(OSC 09-25) State Agency Colorado Department of Early Childhood

Vendor Code [Insert CORE Vendor ID] Comment by Hurt,Genette: Enter the Vendor Customer ID from CORE (example: VC*123456; VS5*123456, IN*123). This should match the OnBase Request and the encumbrance document on an amendment.

Contract Number [Insert CMS number or Other Contract Number] Comment by Hurt,Genette: Enter Encumbrance Number and Original CMS (if contract exceeds $100K) here.

(Example:

CT QAAA 2025-1234

25 QAAA 123456)

Contract Performance Beginning Date Comment by State Purchasing and Contracts Office: Note to Drafters: This may be modified to reference only the Effective Date if contract performance will begin immediately upon execution of the contract.

The later of the Effective Date or [Month Day, Year] Initial Contract Expiration Date [Month Day, Year] Except as stated in §2D, the total duration of this Agreement, including the exercise of any options to extend, shall not exceed [Insert Agreement’s Maximum Amount of Years or Months as required by solicitation, or otherwise] Years from its Performance Beginning Date. Comment by Hurt,Genette: Insert Agreement’s Maximum number of years/months as allowed by the solicitation.

Cannot exceed 5 years without State Controller approval.

Options The State shall have the following options if indicated with “Yes,” as further described in §2.C and §5.B.v:

Option to Extend Term per §2.C: Yes Comment by Hurt,Genette: If we do not want the Options to Extend the Term or to increase/decrease the number of services, mark these as No.

Option to Increase or Decrease Maximum Amount per §5.B.v: Yes

If this is for Federal Fiscal Year - Please change State Fiscal Year to Federal Fiscal Year for all instances that State Fiscal Year appears.

If this is for Calendar Year - please change State Fiscal Year to Calendar Year for all instances that State Fiscal Year appears.

CT QAAA 20xx- GAE QAAA 20xx- *And $[enter amount of GAE] pooled GAE shared amongst various Contractors as described in Contract, see Exhibit C Section 12. Comment by Hurt,Genette: Remove the GAE language if there is not a Pooled GAE associated with this Contract.

If there is a GAE, please be sure the reference to the Additional Provisions Exhibit and Section are accurate.

Please be sure this GAE language appears for each year the GAE is valid. This needs to remain on the cover page throughout the life of the Contract.

*Any amount paid against Holdover 24 QAAA 000000 prior to execution of this Contract shall be reduced from the Contract Maximum Amount. Comment by Hurt,Genette: If there is not a Holdover Notice, please remove this section.

If there is a Holdover Notice, please add this language under each year that has a holdover notice. This needs to remain on the cover page throughout the life of the Contract.

Extension Terms State Fiscal Year 20xx $0.00 Comment by Hurt,Genette: Add the CT/CTGG1 and GAE numbers for each fiscal year under the Fiscal Year and amount.

If this is for Federal Fiscal Year - Please change State Fiscal Year to Federal Fiscal Year for all instances that State Fiscal Year appears.

If this is for Calendar Year - please change State Fiscal Year to Calendar Year for all instances that State Fiscal Year appears.

CT QAAA 20xx- GAE QAAA 20xx- State Fiscal Year 20xx $0.00 CT QAAA 20xx- GAE QAAA 20xx- State Fiscal Year 20xx $0.00 CT QAAA 20xx- GAE QAAA 20xx- State Fiscal Year 20xx $0.00 CT QAAA 20xx- GAE QAAA 20xx- Total for All State Fiscal Years $0.00 Comment by Hurt,Genette: Make sure this total is accurate adding the amounts for all fiscal years.

[Insert brief description of the authority to enter into the Agreement. Include federal authority, if applicable]

Solicitation Type: Example: Request for Proposal (RFP), Documented Quote (DQ), Sole Source, Request for Application (RFP), Invitation for Bid (IFB) Law-Specified Vendor Statute (if any): [Enter the C.R.S. number that applies (example: 26.5-2-207 C.R.S.)] Procurement Method: [Enter Solicitation Type].

Solicitation Number (if any): [Insert Solicitation #, otherwise put NA] Pricing/Funding

Quarterly Bi-Weekly (twice per month) Upon delivery and acceptance of performance As specified elsewhere

If this is anything other than monthly, please update the provision in Additional Provisions to match.

Fund Source: [Enter Funding Information] Comment by Hurt,Genette: Insert name of funding source, whether it's state general funds, cash, Federal Program / Grant and Funds ID# Examples:

Fund Source: Cash Fund

Fund Source: State General Fund, Fund Source: Federal Fund, Child Care Development Funds, 2502COCCDD, Assistance Listing Number (ALN) 93.575

If multiple funding sources:

Funding Source: Cash Fund; State General Fund; Federal Fund, Child Care Development Funds, 2502COCCDD, Assistance Listing Number (ALN) 93.575 Insurance Contractor shall maintain the following insurance if indicated with “Yes,” as further described in §10:

Worker’s Compensation: Yes General Liability: Yes Automobile Liability: Yes or No Comment by Hurt,Genette: General Liability: This is nearly always required. It is required if the contractor is performing services at a State location or on behalf of the State and a third party could be injured or the State could experience a direct loss due to the contractor’s actions. It is also required if the contractor will be conducting work on behalf of the State at the contractor’s business location.

Workers Compensation: This is nearly always required. It is required if the contractor employs staff. If the contractor is a sole proprietor or part owner of a limited partnership company with at least 10% ownership in the company, then workers compensation may be waived. Please contact Contract Management if the contractor would like this waived.

Automobile Liability: This is required if the contractor is driving because of the services it provides in the contract. This includes driving to site locations, even if the State may not be specifically paying for driving time or mileage. Automobile Liability is always required when the State is paying for driving time or mileage. A commercial policy is required if the contractor is using a company-owned vehicle.

If mileage reimbursement on the budget is requested, Auto insurance will be required.

Protected Information: This is required if the contract includes a HIPAA Business Associate Addendum.

Professional Liability: This is required if the contractor’s opinion or service is the basis for the State’s action (or inaction); for example, if the State hires a consultant to gather data to aid the State in making a policy decision.

Cyber/Net. Security-Privacy Liability Insurance: This is required if contractor/grantee is storing information on their own system. If they are accessing State Systems, Cyber is not required. This is required on all IT contracts.

Crime Insurance: This is required if the contractor is handling money or payments on behalf of the State.

Any changes to required insurance requirements require approval from State Risk Management.

Cyber/Net. Security-Privacy Liability Insurance: Yes or No Protected Information: Yes or No Professional Liability Insurance: Yes or No Crime Insurance: Yes or No

Contract Purpose [Briefly describe the Contract's purpose] Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement:

1. Exhibit – Statement of Work Comment by Hurt,Genette: Note to Drafters: Add exhibits as appropriate. If there is no PHI, then remove the HIPAA BAA Exhibit and remove in the Order of Precedence, etc. Comment by Hurt,Genette: Add the Exhibit Letters as they appear on the Original Contract.

2. Exhibit – Budget

3. Exhibit – Additional Provisions

4. Exhibit – PII Certification

5. Exhibit – Contract Federal Provisions

6. Exhibit – SLFRF Cash Funds Federal Provisions (SLFRF anything)

7. Exhibit – Information Technology Provisions

8. Exhibit – Data Sharing Agreement

9. Exhibit – Sample Option Letter

10. Exhibit – Performance Improvement Plan (PIP) In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:

1. Exhibit – Contract Federal Provisions Comment by Hurt,Genette: Note to Drafters: update this to include all appropriate exhibits and attachments. Security and Compliance exhibits, such as the Federal Tax Information exhibits should immediately follow the special provisions. Comment by Hurt,Genette: Add the Exhibit Letters as they appear on the Original Contract.

2. Exhibit – SLFRF Cash Funds Federal Provisions (SLFRF anything)

3. Exhibit – Supplemental Provisions for Federal Awards

4. Colorado Special Provisions in §18 of the main body of this Agreement.

5. The provisions of the other sections of the main body of this Agreement.

6. Exhibit – PII Certification

7. Exhibit – Information Technology

8. Exhibit – Data Sharing Agreement

9. Exhibit – Performance Improvement Plan (PIP)

10. Exhibit – Statement of Work

11. Exhibit – Additional Provisions

12. Exhibit – Budget

13. Exhibit – Sample Option Letter Principal Representatives

For the State:

[Name Title] Colorado Department of Early Childhood 710 South Ash Street Building C Glendale, CO 80246 Email: [Enter email address]

For Contractor:

[Name, Title] [Company Name] Comment by Hurt,Genette: Should match SAM.gov, SOS and CORE.

[Address Line 1] [Address Line 2] [City, State, Zip] Email: [Enter email address]

Signature Page Begins on Next Page

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

Signature Page

THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT

Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to bind the Party authorizing his or her signature.

Contractor [INSERT: Legal Name of Contractor] Comment by Hurt,Genette: Should match SAM.gov, SOS and CORE.

By: [Name & Title of Person Signing for Contractor] Date: __________________

State of Colorado Jared S. Polis, Governor Colorado Department of Early Childhood Dr. Lisa Roy, Ed.D., Executive Director By: Stephanie Beasley, Deputy Executive Director Comment by Hurt,Genette: Can leave blank and have DocuSign enter the name and title of the signer. Be sure to have the correct person sign per the signature delegation policy.

If you leave the signer’s name and title, only leave the name and title for the person signing the Amendment per the signature delegation policy.

Mary Alice - Under $250K Stephanie - Over $250K Jeanni - All IA’s If needed, especially during fiscal year end or if someone is out, the next level up can sign.

Mary Alice Cohen, Chief Program Officer, Office of Program Delivery Jeanni Stefanik, Chief Financial Officer Date: __________________

2nd State or Contractor Signature if Needed Comment by State Purchasing and Contracts Office: Note to Drafters: Modify this for any additional signatures, either additional contractor signatures or additional state agency signatures. Remove this if there will be no additional signatories.

By: [Name & Title of Person Signing for Signatory] Date: __________________

Legal Review Philip J. Weiser, Attorney General By: Assistant Attorney General Date: __________________

State Controller Robert Jaros, CPA, MBA, JD By: Comment by Hurt,Genette: Please have DocuSign fill in the name and title of the signer (it could be Amber Corbett, Cameron Burke, Lisa Castiglia, Jeanni Stefanik as is needed by the agency).

If High Risk Contract - will need to be signed by Melissa Vorenberg, Central Contracts Specialist.

Please send this contract to Melissa.Vorenberg@state.co.us for preliminary approval prior to submitting into OnBase.

Is High Risk if there is a Fiscal Rule Waiver or if they are determined to be High Risk or on the Automatic High Risk located at: https://drive.google.com/file/d/1Pa6FL-TETIHdE81p_PJ7x40UcgCFipuT/view?usp=sharing Effective Date: __________________ In accordance with §24-30-202, C.R.S., this Contract is not valid until signed and dated above by the State Controller or an authorized delegate.

Contract Provisions Parties This Contract is entered into by and between Contractor named on the Cover Page for this Contract (the “Contractor”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Contract (the “State”). Contractor and the State agree to the terms and conditions in this Contract.

Term and Effective Date Effective Date This Contract shall not be valid or enforceable until the Effective Date. The State shall not be bound by any provision of this Contract before the Effective Date, and shall have no obligation to pay Contractor for any Work performed or expense incurred before the Effective Date or after the expiration or sooner termination of this Contract.

Initial Term The Parties’ respective performances under this Contract shall commence on the Contract Performance Beginning Date shown on the Cover Page for this Contract and shall terminate on the Initial Contract Expiration Date shown on the Cover Page for this Contract (the “Initial Term”) unless sooner terminated or further extended in accordance with the terms of this Contract.

Extension Terms - State’s Option The State, at its discretion, shall have the option to extend the performance under this Contract beyond the Initial Term for a period, or for successive periods, of one year or less at the same rates and under the same terms specified in the Contract (each such period an “Extension Term”). In order to exercise this option, the State shall provide written notice to Contractor in a form substantially equivalent to the Sample Option Letter attached to this Contract. Except as stated in §2.D, the total duration of this Contract, including the exercise of any options to extend, shall not exceed five years from its Effective Date absent prior approval from the Chief Procurement Officer in accordance with the Colorado Procurement Code. Comment by State Purchasing and Contracts Office: Note to Drafters: If an option will last longer than 1-year, then modify this clause accordingly. Comment by State Purchasing and Contracts Office: Note to Drafters: Consider if the Contractor will require a specific notice before this is executed and update accordingly. Comment by State Purchasing and Contracts Office: Note to Drafters: Modify this section to the amount of time contained in the appropriate solicitation if one was conducted.

End of Term Extension If this Contract approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion, upon written notice to Contractor as provided in §14, may unilaterally extend such Initial Term or Extension Term for a period not to exceed two months (an “End of Term Extension”), regardless of whether additional Extension Terms are available or not. The provisions of this Contract in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement contract or modification extending the total term of this Contract.

Early Termination in the Public Interest The State is entering into this Contract to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Contract ceases to further the public interest of the State, the State, in its discretion, may terminate this Contract in whole or in part. A determination that this Contract should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Contract by the State for Breach of Contract by Contractor, which shall be governed by §12.A.i.

Method and Content The State shall notify Contractor of such termination in accordance with §14. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Contract, and shall include, to the extent practicable, the public interest justification for the termination.

Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Contractor shall be subject to the rights and obligations set forth in §12.A.i.a.

Payments If the State terminates this Contract in the public interest, the State shall pay Contractor an amount equal to the percentage of the total reimbursement payable under this Contract that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Contract is less than 60% completed, as determined by the State, the State may reimburse Contractor for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Contract, incurred by Contractor which are directly attributable to the uncompleted portion of Contractor’s obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Contractor hereunder.

Definitions The following terms shall be construed and interpreted as follows:

“Breach of Contract” means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

“Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S. Comment by State Purchasing and Contracts Office: Note to Drafters: You may Modify the definition of a “Business Day” if the type of work requires Contractor to operate on days that are normally not business days . When doing so determine if the change will impact the entire contract where the term “Business Day” is used or if you need to create a different term for certain portions (such as “Operating Day”) if the Contractor will work on certain days, but we may want to still use this definition of “Business Day” to count certain time periods.

“Chief Procurement Officer” means the individual to whom the Executive Director has delegated his or her authority pursuant to §24-102-202, C.R.S. to procure or supervise the procurement of all supplies and services needed by the State.

“CJI” means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended and all Criminal Justice Records as defined under §24-72-302, C.R.S. Comment by State Purchasing and Contracts Office: Note to Drafters: If your contractor will have no access to any CJI, then this definition may be removed. Comment by Hurt,Genette: If removed, please be sure to remove any other references to CJI throughout the Contract.

“Contract” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.

“Contract Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Contract.

“CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.

“Deliverable” means the outcome to be achieved or output to be provided, in the form of a tangible object or software that is produced as a result of Contractor’s Work that is intended to be delivered to the State by Contractor.

“Effective Date” means the date on which this Contract is approved and signed by the Colorado State Controller or designee, as shown on the Signature Page for this Contract. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., then the Effective Date of this Contract shall be the later of the date on which this Contract is approved and signed by the State’s Chief Information Officer or authorized delegate or the date on which this Contract is approved and signed by the State Controller or authorized delegate, as shown on the Signature Page for this Contract.

“End of Term Extension” means the time period defined in §2.D.

“Exhibits” means the exhibits and attachments included with this Contract as shown on the Cover Page for this Contract.

“Extension Term” means the time period defined in §2.C.

“Goods” means any movable material acquired, produced, or delivered by Contractor as set forth in this Contract and shall include any movable material acquired, produced, or delivered by Contractor in connection with the Services.

“Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et seq., C.R.S. Incidents include, without limitation, (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent.

“Initial Term” means the time period defined in §2.B.

“Party” means the State or Contractor, and “Parties” means both the State and Contractor.

“Services” means the services to be performed by Contractor as set forth in this Contract, and shall include any services to be rendered by Contractor in connection with the Goods.

“State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. Comment by State Purchasing and Contracts Office: Note to Drafters: Remove these as appropriate based on your removal of the definitions of these terms above.

“State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S.

“State Fiscal Year” means a 12-month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year.

“State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA.

“Subcontractor” means any third party engaged by Contractor to aid in performance of the Work.

“Tax Information” means federal and State of Colorado tax information including, without limitation, federal and State tax returns, return information, and such other tax-related information as may be protected by federal and State law and regulation. Tax Information includes, but is not limited to all information defined as federal tax information in Internal Revenue Service Publication 1075. Comment by State Purchasing and Contracts Office: Note to Drafters: If your contractor will have no access to any Tax Information, then this definition may be removed.

If federal tax information will be included as part of the contract, then include all required Confidentiality of Taxpayer Certifications.

“Work” means the Goods delivered and Services performed pursuant to this Contract.

“Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work.

Any other term used in this Contract that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit.

Statement of Work Contractor shall complete the Work as described in this Contract and in accordance with the provisions of Exhibit A. The State shall have no liability to compensate Contractor for the delivery of any goods or the performance of any services that are not specifically set forth in this Contract. Comment by State Purchasing and Contracts Office: Note to Drafters: Update this to address any other exhibits as necessary based on where the statement of work is described. This is important so that the Statement of Work is properly referenced in the contractual language. Comment by Hurt,Genette: Please check the reference to the Exhibit and make sure it is correct.

Payments to Contractor

1. Maximum Amount Payments to Contractor are limited to the unpaid, obligated balance of the Contract Funds. The State shall not pay Contractor any amount under this Contract that exceeds the Contract Maximum for that State Fiscal Year shown on the Cover Page for this Contract. Comment by State Purchasing and Contracts Office: Note to Drafters: With prior CCU approval, for contracts that have continuous funding and will span multiple State Fiscal Years, this may be modified to remove the reference to the state fiscal year.

Payment Procedures

1. Invoices and Payment The State shall pay Contractor in the amounts and in accordance with the schedule and other conditions set forth in Exhibit A, B and C. Comment by State Purchasing and Contracts Office: Note to Drafters: If all payment conditions will be included here in the body of the contract instead of exhibit A, then modify this section as appropriate to describe all necessary payment conditions, including when and for what payments will be made. If the payment provisions will be included in a different exhibit, then update the reference to those exhibits accordingly. Comment by Hurt,Genette: This should reference the SOW, Budget and Additional Provisions.

Contractor shall initiate payment requests by invoice to the State, in a form and manner approved by the State.

The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Contractor and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Contractor shall make all changes necessary to correct that invoice.

The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables provided under this Contract.

Interest Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Contractor shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of day’s interest to be paid and the interest rate.

Payment Disputes If Contractor disputes any calculation, determination or amount of any payment, Contractor shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection.

Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds the State’s obligation to pay Contractor shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract shall be made only from Contract Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Contract, the State may, upon written notice, terminate this Contract, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract were terminated in the public interest as described in §2.E.

Option to Increase Maximum Amount If the Signature and Cover Pages for this Contract show that the State has the Option to Increase or Decrease Maximum Amount, then the State, at its discretion, shall have the option to increase or decrease the statewide quantity of Goods and Services based upon the rates established in this Contract, and increase or decrease the maximum amount payable accordingly. In order to exercise this option, the State shall provide written notice to Contractor in a form substantially equivalent to the Sample Option Letter attached to this Contract. Delivery of Goods and performance of Services shall continue at the same rates and terms as described in this Contract. The State may include and incorporate a revised budget with the option letter, as long as the revised budget does not unilaterally change rates or terms specified in the Contract.

Reporting - Notification

1. Quarterly Reports. Comment by State Purchasing and Contracts Office: Note to Drafters: Reporting period can be changed to”upon request of the State; monthly; quarterly; semi-annually; or annually” depending on the SOW.

In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any contract having a term longer than three months, Contractor shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Contract. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar quarter or at such time as otherwise specified by the State.

Litigation Reporting If Contractor is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Contract or may affect Contractor’s ability to perform its obligations under this Contract, Contractor shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s Principal Representative identified on the Cover Page for this Contract.

Performance Outside the State of Colorado or the United States, §24-102-206, C.R.S.

To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor shall provide written notice to the State, in accordance with §14 and in a form designated by the State, within 20 days following the earlier to occur of Contractor’s decision to perform Services outside of the State of Colorado or the United States, or its execution of an agreement with a Subcontractor to perform, Services outside the State of Colorado or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado or the United States and the reason why it is necessary or advantageous to perform such Services at such location or locations, and such notice shall be a public record. Knowing failure by Contractor to provide notice to the State under this section shall constitute a Breach of Contract. This section shall not apply if the Contract Funds include any federal funds.

Contractor Records

1. Maintenance Contractor shall maintain a file of all documents, records, communications, notes and other materials relating to the Work (the “Contractor Records”). Contractor Records shall include all documents, records, communications, notes and other materials maintained by Contractor that relate to any Work performed by Subcontractors, and Contractor shall maintain all records related to the Work performed by Subcontractors required to ensure proper performance of that Work. Contractor shall maintain Contractor Records until the last to occur of: (i) the date three years after the date this Contract expires or is terminated, (ii) final payment under this Contract is made, (iii) the resolution of any pending Contract matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit is pending, the date such audit is completed and its findings have been resolved (the “Record Retention Period”).

Inspection Contractor shall permit the State, 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’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State.

Monitoring The State, 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 Contract using procedures as determined by the State. The State shall monitor Contractor’s performance in a manner that does not unduly interfere with Contractor’s performance of the Work.

Final Audit Report Contractor shall promptly submit to the State a copy of any final audit report of an audit performed on Contractor’s records that relates to or affects this Contract or the Work, whether the audit is conducted by Contractor or a third party.

Confidential Information-State Records

1. Confidentiality Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Contractor shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Contract, permitted by law or approved in writing by the State. Contractor shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. If Contractor or any of its Subcontractors will or may receive the following types of data, Contractor or its Subcontractors shall provide for the security of such data according to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax Information attached to this Contract as an Exhibit, if applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business Associate Agreement attached to this Contract, if applicable. Contractor shall immediately forward any request or demand for State Records to the State’s Principal Representative. Comment by State Purchasing and Contracts Office: Note to Drafters: Update this section to remove any of these special forms of data security if there is no way that Contractor will get that type of information from the State. If any of these are left in, ensure that the appropriate definition is left in section 5 above. Comment by State Purchasing and Contracts Office: Note to Drafters: If a HIPAA BAA will be included in the contract, then ensure that it is added to the order of precidence and the “exhibits” definition. If the contractor will not be a business associate of the state under HIPAA or will not have access to PHI, then this may be removed.

Other Entity Access and Nondisclosure Agreements Contractor may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Contract. Contractor shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Contract, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Contractor shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions if requested by the State.

Use, Security, and Retention Contractor shall use, hold, and maintain State Confidential Information in compliance with any and all applicable laws and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information. Contractor shall provide the State with access, subject to Contractor’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Contract, Contractor shall return State Records provided to Contractor or destroy such State Records and certify to the State that it has done so, as directed by the State. If Contractor is prevented by law or regulation from returning or destroying State Confidential Information, Contractor warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information.

Incident Notice and Remediation If Contractor becomes aware of any Incident, Contractor shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Contractor can establish that Contractor and its Subcontractors are not the cause or source of the Incident, Contractor shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Contractor shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan in its sole discretion, and Contractor shall make all modifications as directed by the State. If Contractor cannot produce its analysis and plan within the allotted time, the State, in its discretion, may perform such analysis and produce a remediation plan, and Contractor shall reimburse the State for the actual costs thereof. The State may, in its sole discretion and at Contractor’s sole expense, require Contractor to engage the services of an independent, qualified, State-approved third party to conduct a security audit. Contractor shall provide the State with the results of such audit and evidence of Contractor’s planned remediation in response to any negative findings.

Data Protection and Handling Contractor shall ensure that all State Records and Work Product in the possession of Contractor or any Subcontractors are protected and handled in accordance with the requirements of this Contract, including the requirements of any Exhibits hereto, at all times.

Safeguarding PII If Contractor or any of its Subcontractors will or may receive PII under this Contract, Contractor shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Contractor shall be a “Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to, Contractor’s employees, agents and Subcontractors, agrees not to share any PII with any third parties for the purpose of investigating for, participating in, cooperating with, or assisting with Federal immigration enforcement. If Contractor is given direct access to any State databases containing PII, Contractor shall execute, on behalf of itself and its employees, the certification attached hereto as Exhibit [enter Exhibit Letter] on an annual basis. Contractor’s duty and obligation to certify as set forth in Exhibit [enter Exhibit Letter] shall continue as long as Contractor has direct access to any State databases containing PII.