RFQ 25-02 In-Person Interpretation Services.pdf

Request for Quotation Larimer County Department of Human Services

RFQ # 25-02

Issue Date: April 16, 2025 Question Deadline: April 30, 2025

Closing Date: May 14, 2025

In-Person Interpretation Services Larimer County Department of Human Services is looking to contract with one (1) or more qualified vendors to provide on-demand or scheduled interpretation.

Larimer County, Colorado

Larimer County Department of Human Services (LCDHS) is seeking to contract with one (1) or more vendors to provide in-person interpretation. These services are primarily required for Spanish speaking clients obtaining services with Larimer County Department of Human Services, Children, Youth, and Families or Aging and Adult Services.

The selected applicant shall be prepared to complete a formal contract with LCDHS. Meeting the criteria of this RFQ, or any other solicitation, does not of itself obligate LCDHS to extend a contract for service, utilize, or pay for these services in any circumstance. Parties interested in submitting their quote to provide such services are required to follow the guidelines and instructions contained in the RFQ.

The RFQ may be obtained electronically on or after April 16, 2025, by visiting https://www.bidnetdirect.com/colorado/larimercountydhs.

The County contracts with Rocky Mountain E-purchasing System (bidnet®) in the advertisement and facilitation of solicitations administered by Larimer County Human Services. Registration with bidnet® is available at no charge and allows proposers access to view governmental bids posted on bidnet®. It is the responsibility of the proposer to evaluate and select the service option of their choice.

Respondents must only rely on documents provided on the Rocky Mountain E-purchasing system (bidnet®) website or as communicated directly from the purchasing agent. Only rely on this web address:

https://www.bidnetdirect.com/colorado. More information is available at www.rockymountainbidsystem.com or by calling 1-800-835-4603.

All applicants will be required, at their own expense, to secure and deliver to the County a current Certificate of Insurance (COI) showing coverage for all required insurance prior to the initiation and execution of any contractual agreement according to the “Insurance Requirements” (Exhibit C). The successful applicant will be required to provide proof the insurance is still current and will be kept in force at all times during the term of the contract. Only applicants that meet the minimum qualifications as set forth in the complete RFQ will be evaluated.

All interested organizations, firms, or other entities, whether for-profit or not-for-profit are invited to apply in accordance with the terms and conditions stated in the RFQ. The Larimer County Board of Commissioners reserves the right to, at their sole discretion, to reject any or all applications and to waive informalities and minor irregularities in responses received and to accept any portion or all items proposed if deemed in the best interest of Larimer County.

1. PROJECT OVERVIEW:

Larimer County Department of Human Services is looking to contract with one (1) or more qualified vendors to provide in-person scheduled or emergency interpretation. These services are primarily required for Spanish speaking clients obtaining services with Larimer County Department of Human Services, Children, Youth and Families (CYF) and Aging and Adult Services (AAS), but requests for other languages may arise.

It is the County’s intention to obtain services, as specified in this RFQ, by establishing a Contract, Exhibit A, between the successful Proposer and the County. Prices and terms shall remain in effect until a contract is executed.

This solicitation is funded with federal funds and the contracted vendor must comply with all applicable federal laws, regulations, and requirements. The conditions are contained in Exhibit B.

A. Background Larimer County Department of Human Services serves a wide variety of community members in Larimer County. Our services encompass a wide array of areas including child welfare, adult protection, benefit eligibility, and fraud investigations. Our clients who need interpretation services may be involved in any one or multiple of these service areas.

Historically, the Larimer County Department of Human Services has had two part-time employees and other organizations that we work with on a regular basis to provide these in-person services. In-person interpretation is required between one (1) and five (5) times per month and preferred that the same interpreter is available to attend all meetings per case. These meetings typically involve family members, community members, and employees from service organizations and discuss safety concerns for a child or adult. It is preferred that the contracted vendor have experience in the Human Services field and provide a level of trauma-informed training to their staff who will be completing the interpretation.

2. MINIMUM QUALIFICATIONS:

A. For offerors to be considered responsive, offerors must meet the following qualifications:

1. Contractor shall have a minimum of 5 years’ experience providing interpretation services for Spanish speaking families and children within the Child Welfare System, adult protection, benefit eligibility, fraud investigations, or other organizations such as schools, court systems, or corrections. Other languages are preferred as well, but not required.

2. Contractor must be able to meet county insurance requirements.

3. Contract shall explain in their Application Packet how they will respond and what their response time will be to an emergency request within two hours of Fort Collins.

3. SCOPE OF WORK:

Contractor shall provide interpretation services as needed 365 days a year, seven days a week, 24-hours a day for either scheduled or emergency situations.

4. DELIVERABLES

A. Services – Contractor shall provide in-person interpretation.

1. Scheduled services – scheduled two (2) to three (3) days prior to anticipated meeting

2. Emergency services – preferred two (2) hour response time

3. Prefer to have one interpreter to follow each Department of Human Services (DHS) case.

4. Ability to provide simultaneous and/or consecutive interpretation.

B. Service Locations

1. DHS offices,

2. Community partner offices, or

3. Client’s home (sometimes rural location within Larimer County)

C. Equipment

1. Contractor shall supply their own equipment for simultaneous interpretation when required.

D. Costs and Services

1. Contractor must only invoice for the time that interpreter service is provided. Time required establishing the language service needed or connection time to the appropriate interpreter will not be chargeable

2. Billing of the interpretation period starts when the interpreter arrives and begins interpreting. The interpretation period is ended when the interpreter has ended interpretation at meeting.

a. Interpreter Services - Invoices will reflect billing increments that are defined in the proposal.

E. Payment

1. By the close of business on the tenth (10th) day of each month, the Contractor shall submit an invoice for the services provided in the previous month, in accordance with each service area defined under the deliverables table of this SOW to the County.

a) Invoices shall be submitted by the Contractor via email to hs-payables@co.larimer.co.us

i. Total fees are all inclusive and no incidentals or other expenses will be reimbursed by the County.

b) Invoices shall include:

i. Date of service

ii. Length of time service was provided

iii. Language of service

iv. Last name of client

v. HS employee that requested service and department name.

vi. Contract Number

c) Reporting Completion. The Contractor shall not bill for time spent completing invoices.

F. Corrective Action Plans and Withholding of Funds

1. Failure to comply with this SOW may result in the Contractor submitting a Corrective Action Plan to the County within a specified time period, determined by the County. Failure to implement the Corrective Action Plan may result in the withholding of funds or termination of this Contract.

2. The County may withhold full or partial payment to the Contractor for failure to submit any required forms, reports, information, or deliverables required to be submitted or completed in this Contract, SOW, and Exhibits.

a) Payment may be withheld until the Contractor:

i. Submits the required reports, forms, and information;

ii. Submits completed required reports, forms, and information; or

iii. Completes the requirements of this SOW.

5. PROPOSAL FORMAT AND SUBMITTAL REQUIREMENTS:

In preparing a proposal response, all narrative portions should be straightforward, detailed, and precise and in the below order:

A. Application Packet

i. Certification Form

ii. Service Questionnaire

iii. Certification Regarding Debarment and Suspension

iv. Insurance and Contract Attestation Form

B. Must supply three (3) references from organizations/agencies other than Larimer County of which one should be a government agency.

C. Key personnel involved, duties of such individuals, and copies of resumes.

D. Include copies of all required licenses/certificates.

E. Copy of Emergency Management Plan F. Sample copy of contractors Confidentiality Statement G. Cost Proposal

The RFQ schedule set out herein represents LCDHS’s best estimate of the schedule that will be followed. If a component of this schedule is delayed, the rest of the schedule may be shifted accordingly. All times are Mountain Standard Time.

ACTIVITY TIME DATE

Issue Date/RFQ Released 5:00 PM MST 04/16/2025 Question Acceptance Deadline 5:00 PM MST 04/30/2025 Deadline for Receipt of Proposals/Proposal Due Date 5:00 PM MST 05/14/2025 Proposal Evaluations Complete N/A 05/28/2025 Notice of Intent to Award 5:00 PM MST 05/30/2025 Contract Issue N/A 07/01/2025

6. EVALUATION CRITERIA

Proposal submittals will be individually evaluated and scored by each Evaluation Committee Member. The criteria below will be the basis for review of the written proposals. The rating scale will be for available points, receiving the maximum points available per criteria would be considered an outstanding rating.

CRITERIA CRITERIA STANDARDS POINTS

AVAILABLE

Agency Information & Experience

Is the interpreter certified in Spanish and English, trained in ethical interpretation practices and confidentiality standards relevant to client settings?

Does the vendor have experience in human services settings, such as healthcare, social work, community outreach, and legal situations?

Have they shown the ability to provide interpretation in diverse environments?

Does the vendor provide evidence of training, education, or certifications?

Collaboration & Diversity

Does the vendor have experience collaborating with other organizations within the human services industry such as schools, healthcare, and any judicial agencies?

Does the vendor have experience providing interpretation services with a variety of industries that involve sensitive client interactions?

Does the vendors’ philosophy and approach to meeting the diverse needs of clients support the needs of Larimer County.

Policies & Procedures

Did the vendor explain their policies and procedures for confidentiality, cancellations, and no-shows?

Are they able to meet the two (2) hour emergency interpretation response time?`

Pricing

Does the cost proposal show clarity of pricing format and transparency of all costs.

Is the pricing competitive, reasonable, and advantageous to Larimer County?

Maximum Possible Points = 100

*Quotes must be furnished exclusive of any Federal, State, or Local taxes. Pricing must be inclusive of all labor, materials, delivery, and any incidental charges.

7. AWARD AND CONTRACT

This solicitation may be awarded to the multiple contractors with the most responsive, responsible, reasonable quote meeting all specifications and deemed the best value, best fit and most advantageous to Larimer County.

To assist in the decision for award: interviews may be held, background checks may be performed, references may be contacted, and other inquires may be taken to determine the abilities of the Contractor.

A Larimer County Contract (Exhibit A); this Request for Quotation document; the Award Vendor’s response; and Contract Provisions for Non-Federal Entity Contracts Under Federal Awards (Exhibit B), all of which will be incorporated by reference, will serve as the Agreement between the Board of County Commissioners of Larimer County, Colorado, and the Award Vendor. The Award Vendor will be required to sign the Purchase Order.

Any exceptions or requested additions to the Contract must be stated and submitted with your quote; these requests will not be accepted after the closing deadline. The County makes no guarantee of any changes or concessions but will review and consider all requests submitted.

The term of the agreement shall be for one (1) year from the date the agreement is executed. The County, at its sole option, may offer to extend this agreement for up to three (3) additional one-year terms. The extension option may be exercised providing satisfactory service is given, and must be mutually agreed upon in writing, by and between the County and the Award Vendor.

8. INSURANCE REQUIREMENTS – Exhibit C Larimer County is diligent about enforcing insurance requirements listed in all contracts. This diligence means that the County expects that all submitted proposals will include an Evidence of Coverage Certificate (EOC) that most closely meets the insurance coverage requirements listed in each Scope of Work and Proposal Attachment (see example EOC below).

Proof of Auto Liability and Workers’ Compensation insurance is waived if goods and products are not delivered to a county facility (delivery is made to roadway or private staging area), or they are delivered by a common carrier (i.e., private shipper or freight forwarder, etc.).

Before submitting your company proposal, confirm with your insurance carrier that your company can meet the insurance requirements published in the solicitation (see the service’s Scope of Work and Proposal Attachment for insurance requirements). Your company insurance coverages should be correctly noted in the most current EOC. NOTE: All Larimer County contracts require that the Award Vendor possess appropriate insurance at all times during the contract; these coverages are purchased at the company's expense. The County’s insurance requirements may necessitate a company adding or increasing coverage limits, and those changes may impact pricing for the proposed project. These costs must be included in your pricing at the time of submission and will not be permitted to be added later.

Upon Notice of Award, the Award Vendor will be required to submit a valid Certificate of Insurance (COI) that meets, at a minimum, the Insurance Requirements published in the solicitation (see example COI below). This valid COI must be received by Larimer County within 10 calendar days of the Notice of Award and must include Larimer County listed as Additional Insured and Certificate Holder. Work may begin after the COI has been approved by Risk Management.

What Is An EOC, COI, and How to Obtain a Copy An Evidence of Coverage (EOC) certificate is a statement that shows a company's insurance coverage, limits, and effective dates in addition to policy verification information. A Certificate of Insurance (COI) shows the same information BUT is created specifically for the contracted company with who the named insured is doing business. A COI also differs from an EOC in that it can provide Additional Insured coverage. An Additional Insured endorsement protects the named Additional Insured (Larimer County) under the named insured's (Awarded Company) policy - allowing the named Additional Insured to file a claim directly with the carrier of the named insured.

There may be several points of contact at your company for obtaining an EOC and a COI. The employee at your company who regularly interacts with the company's insurance agent to purchase insurance coverages or renew coverages may be able to supply an EOC and request a specific COI. In some companies, the employee in the Legal, Risk Management, or Human Resource Department responsible for handling insurance claims may be able to obtain a copy of the current EOC or request a COI. If the company insurance agent has any questions, please have them reach out to the Larimer County Risk Management Division at (970) 498-5963 or via email at InsuranceCert@larimer.org.

CERTIFICATE EXAMPLES:

Evidence of Coverage EXAMPLE certificate - EOC.pdf Certificate of Insurance EXAMPLE - COI.pdf

Failure to provide a properly formatted and valid Certificate of Insurance (COI) may create a delay in starting work or negate any award of business.

9. OPEN RECORDS – COLORADO OPEN RECORDS ACT

Applicants may also choose to provide one (1) redacted .pdf application (as one single file), excluding any information that is not subject to disclosure under the Colorado Open Records Act (“CORA”), such as trade secrets, privileged information and confidential commercial, financial, geological or geophysical data exempt from public disclosure under C.R.S. §§ 24-72-204(3)(a)(IV). Statements that the entire proposal is confidential will not be honored. After decision to contract has been made, all information submitted in response to this Request for Quote may be publicly disclosed if required under the CORA. If provided, the redacted electronic copy will be used to satisfy CORA requests. Proposers that do not provide a redacted electronic copy will have their non-redacted electronic copy used to satisfy CORA requests. Larimer County will endeavor to keep the non-redacted proposal, separate and apart from the redacted proposal subject to the provisions of CORA or Order of Court.

10.VENDOR DEBARMENT

No vendor awarded a solicitation shall be federally debarred. Such debarment shall be checked through the System for Award Management, at https://sam.gov/content/home.

ATTACHMENT A

PROFESSIONAL SERVICES CONTRACT BETWEEN

LARIMER COUNTY DEPARTMENT OF HUMAN SERVICES

AND

[INSERT CONTRACTOR’S FULL LEGAL NAME]

I. Parties. This Contract is made by and between the Larimer County Board of Commissioners through the Larimer County Department of Human Services (County), whose address is: 1501 Blue Spruce Drive, Fort Collins, Colorado 80524, and [Insert Contractor’s full legal name] (Contractor), whose address is:

[Insert Contractor’s address].

II. Purpose of Contract. The purpose of this Contract is to set forth the terms and conditions by which the

Contractor shall [Insert a brief description of what Contractor is to do], as described in Exhibit A, Scope of Work, which is attached to and incorporated into this Contract by this reference.

III. Term of Contract. This Contract is effective when all parties have executed it (Effective Date). The term of the Contract is from [Insert term starting date or Effective Date] through [Insert ending date]. All services shall be completed during this term.

This Contract may be renewed, for up to two (2) additional terms for one (1) year each, by agreement of both parties in writing and subject to the required approvals. There is no right or expectation of extension, and any extension will be determined at the discretion of the County.

IV. Payment.

1. The County agrees to pay the Contractor for the services described in Exhibit A, Scope of Work, which is attached to and incorporated into this Contract by this reference. Total payment under this Contract shall not exceed [Insert total dollar amount, for example, five thousand, two hundred thirty-four dollars and twenty-five cents ($5,234.25)].

2. Contractor shall invoice the County, as set forth in Exhibit A, by submitting the County prescribed

Invoice, Exhibit B, which is attached to and incorporated into this Contract by this reference.

Exhibit B shall be submitted in sufficient detail to ensure payments may be made in conformance with this Contract. Upon a complete and accurate Invoice being submitted by the Contractor, the County will process the invoice for payment monthly.

3. No payment shall be made for work performed before the Effective Date of this Contract. Should the Contractor fail to perform in a manner consistent with the terms and conditions set forth in this Contract, payment under this Contract may be withheld until such time as the Contractor performs its duties and responsibilities to the satisfaction of the County.

4. Except as otherwise provided in this Contract, the Contractor shall pay all costs and expenses, including travel, incurred by Contractor or on its behalf in connection with Contractor’s performance and compliance with all Contractor’s obligations under this Contract.

5. Invoices submitted more than two (2) months from the month services were provided are deemed waived by the Contractor and the County is not obligated to reimburse or fund. This provision is in addition to any other restrictions or obligations contained in this Contract.

[Instruction: If Contractor will be responsible for its own costs and expenses, including travel, pick Option 1, remove the italics and delete the remaining options. Remember to delete this instruction.]

[Option 1]

6. Except as otherwise provided in this Contract, the Contractor shall pay all costs and expenses, including travel, incurred by Contractor or on its behalf in connection with Contractor’s performance and compliance with all Contractor’s obligations under this Contract.

[Instruction: If County is going to reimburse Contractor’s travel expenses, pick Option 2, remove the italics and delete the remaining options. Remember to delete this instruction.]

[Option 2]

6. Travel. The payment of travel expenses shall be allowed as set forth below. Contractor is expected to procure the most cost-efficient travel arrangements.

(a) Air Travel. The County agrees to reimburse the Contractor’s air travel expenses related to the performance of this Contract. Air travel shall be reimbursed based on actual costs, supported by a copy of the original receipt with the invoice. Contractor must select the lowest airfare (fares available in the market at the time of booking, preferably well in advance of trip to attain the lowest possible airfare). Contractor shall book economy class fares for all domestic travel. First class bookings are not reimbursable.

[Use one of the following for personal or car rental]

(b) Personal Vehicle. Mileage shall be reimbursed at the rate of [Insert amount, for example, fifty-six cents ($.56) or the current County rate] per mile based on standard map mileage.

[or]

(c) Car Rental. The County agrees to reimburse the Contractor’s car rental expenses related to the performance of this Contract. Car rental expenses shall be reimbursed at actual costs, supported by a copy of the original receipt with the invoice. Contractor must select the lowest rental rates for an appropriate vehicle.

7. Lodging. The County agrees to reimburse Contractor’s lodging expenses related to the performance of this Contract. Lodging expenses shall be reimbursed at actual costs, supported by a copy of the original receipt with the invoice. The Contractor shall only invoice the County for the basic room rate, taxes, and lodging fees. The County is not responsible for incidentals or miscellaneous expenses charged to the room. Incidental and miscellaneous expenses for which the County shall not be responsible include charges such as alcohol, internet, telephone charges, mini-bar, and movies.

[or]

The County agrees to reimburse Contractor’s lodging expenses related to the performance of this Contract. The Contractor shall be reimbursed for lodging/hotel at the rate of [Insert amount, for example, one hundred thirteen dollars ($113.00)] per day. Requests for reimbursement shall state the amount allowed for lodging/hotel and list the actual number of travel days on the Contractor’s invoice.

8. Meals. The County agrees to reimburse Contractor’s meal expenses related to the performance of this Contract. Meal expenses shall be reimbursed based on actual costs, supported by a copy of the original receipt with the invoice.

[or]

The County agrees to reimburse Contractor’s meal expenses related to the performance of this Contract. The Contractor shall be reimbursed for meals at the rate of [Insert amount, for example, sixty-one dollars ($61.00)] per day. This reimbursement amount includes all meal, beverage, and refreshment expenses incurred during the day. Requests for reimbursement shall state the amount allowable for meals and list the actual number of travel days on the invoice.

V. Responsibilities of Contractor. The Contractor agrees to:

[Instruction: Provide an exact description of the Contractor’s responsibilities under this Contract in Subsections 1., 2., 3., and so on. Contractor’s responsibilities should be stated clearly so that a third party could understand what the Contractor is required to do and be detailed enough to set clear standards for enforcement of the Contract. Remember to delete highlighting and this instruction.]

1. …………

2. …………

3. …………

[Instruction: Alternatively, if the Contractor’s responsibilities are exactly as stated in a Scope of Work, the County may attach these documents as a labeled Exhibit to this Contract. If you have any questions, please contact the DHS Contracts Team. If such documents are attached, use the following language.

Remember to delete this instruction and the italics.]

1. Provide the services described in Exhibit A.

(a) Not to assign any provision or deliverable of this Contract to a subcontractor.

(b) Submit the County prescribed Invoices for payment, Exhibit B.

VI. Responsibilities of County. The County agrees to:

1. Pay Contractor in accordance with Section IV above and Exhibit A.

2. Monitoring Activities. Monitor and evaluate the Contractor’s compliance with the conditions set forth in this Contract. The County shall have the right to monitor all activities related to this Contract performed by Contractor or its subcontractors. This shall include, but not be limited to, the right to make site inspections at any time and with reasonable notice; to bring experts and consultants on site to examine or evaluate completed work or work in progress;

to examine the books, ledgers, documents, papers, and records pertinent to this Contract;

and to observe personnel in every phase of performance of Contract related work.

[Instruction: If the County has other duties to perform list them here as subsection 3., 4., 5., and so on.

Remember to delete this instruction.]

3. ……….

4. ……….

5. ……….

VII. Special Provisions.

1. Conflicts of Interest.

a. Contractor shall not engage in providing consultation or representation of clients, agencies, or firms which may constitute a conflict of interest which may result in a disadvantage to the County or a disclosure which may adversely affect the interests of the County.

Contractor shall notify the County of any potential or actual conflicts of interest arising during the course of the Contractor’s performance under this Contract. This Contract may be terminated in the event a conflict of interest arises. Termination of this Contract will be subject to a mutual settlement of accounts. In the event this Contract is terminated under this provision, the Contractor shall take steps to ensure all files, evidence, evaluations, and data are provided to the County or its designee. This provision does not prohibit or affect the Contractor’s ability to engage in consultations, evaluations, or representation under agreement with other agencies, firms, facilities, or attorneys so long as no conflict exists.

b. A conflict of interest warranting termination of this Contract may include, but is not necessarily limited to, acting on behalf of a client in an adversarial proceeding against the Larimer County, its agencies, boards, or commissions, or initiating suits in equity including injunctions, declaratory judgments, writs of prohibition, or quo warranto.

2. Kickbacks. Contractor certifies and warrants that no gratuities, kickbacks, or contingency fees were paid in connection with this Contract, nor were any fees, commissions, gifts, or other considerations made contingent upon the award of this Contract. If Contractor breaches or violates this warranty, County may, at its discretion, terminate this Contract without liability to the County, or deduct from the agreed upon price or consideration, or otherwise recover, the full amount of any commission, percentage, brokerage, or contingency fee.

3. No Finder's Fees. No finder's fee, employment agency fee, or other such fee related to the procurement of this Contract, shall be paid by either party.

VIII. General Provisions.

1. Amendments. Any changes, modifications, revisions, or amendments to this Contract which are mutually agreed upon by and between the County and the Contractor, shall be incorporated in written amendments to this Contract. This includes, but is not limited to, any increase or decrease in the amount of the Contractor’s compensation, scope of services, reimbursable costs, or any other relevant changes.

2. Assignment Prohibited and Contract Shall Not be Used as Collateral. Neither party shall assign or otherwise transfer any of the rights or delegate any of the duties set out in this Contract without the prior written consent of the other party. The Contractor shall not use this Contract, or any portion thereof, for collateral for any financial obligation without the prior written permission of the County.

3. Audit and Access to Records. The County and its representatives shall have access to any books, documents, papers, electronic data, and records of the Contractor which are pertinent to this Contract. The Contractor shall immediately, upon receiving written instruction from the County, provide to any independent auditor or accountant all books, documents, papers, electronic data, and records of the Contractor which are pertinent to this Contract. The Contractor shall cooperate fully with any such independent auditor or accountant during the entire course of any audit authorized by the County.

4. Availability of Funds. Each payment obligation of the County is conditioned upon the availability of funds which are appropriated or allocated for the payment of this obligation and which may be limited for any reason including, but not limited to, congressional, legislative, gubernatorial, board of county commissioners or administrative action. If funds are not allocated and available for continued performance of the Contract, the Contract may be terminated by the County at the end of the period for which the funds are available. The County will notify the Contractor at the earliest possible time of the services which will or may be affected by a shortage of funds. No penalty shall accrue to the County in the event this provision is exercised, and the County shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section.

5. Award of Related Contracts. The County may award supplemental or successor contracts for work related to this Contract or may award contracts to other contractors for work related to this Contract. The Contractor shall cooperate fully with other contractors and the County in all such cases.

6. Binding Arbitration Prohibited. Larimer County does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary is null and void.

7. Breach of Contract. Notwithstanding the above, the Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of Contract by the Contractor, and the County may withhold any payments to the Contractor for the purpose of setoff until such time as the exact amount of damages due the County from the Contractor is determined.

(a) Where the Contractor violates or breaches Contract terms, the County, in its discretion, may, in addition to terminating this Contract, institute such administrative, contractual, legal, or equitable remedies available to the County as may be appropriate. In such event, the Contractor shall, to the extent permitted by Colorado law, pay County's costs and reasonable attorney fees incurred thereby.

(b) The waiver of any breach of any term or condition in this Contract shall not be deemed a waiver of any prior or subsequent breach. Failure to object to a breach shall not constitute a waiver.

8. Certificate of Good Standing. The Contractor shall provide to the County a Certificate of Good

Standing from the Colorado Secretary of State, or other proof that Contractor is authorized to conduct business in Colorado, if required, before performing work under this Contract. Contractor shall ensure all annual filings and corporate taxes due and owing to the Secretary of State’s office are up-to-date before signing this Contract.

9. Choice of Law, Jurisdiction, and Venue. Colorado law shall be applied in the interpretation, execution, and enforcement of this Contract. The terms “hereof,” “hereunder,” “herein,” and words of similar import, are intended to refer to this Contract as a whole and not to any particular provision or part. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and the venue shall be in Larimer County, Colorado.

10. Compliance with Laws. The Contractor shall keep informed of and comply with all applicable federal, state, and local laws and regulations in the performance of this Contract.

11. Confidentiality of Information. All documents, data compilations, reports, computer programs, photographs, data, and other work provided to or produced by the Contractor in the performance of this Contract shall be kept confidential by the Contractor unless written permission is granted by the County for its release. If and when Contractor receives a request for information subject to this Contract, Contractor shall notify County within ten (10) days of such request and shall not release such information to a third party unless directed to do so by County.

12. Entirety of Contract. This Contract, consisting of eleven (11) pages; Exhibit A, Scope of Work, consisting of ___________ (___) page(s); Exhibit B, County Invoice, consisting of one (1) page;

Exhibit C, Insurance Requirements, consisting of two (2) pages; Exhibit D Contract Provisions for Non-Federal Entity Contracts under Federal Awards, consisting of thirteen (13) pages, and Exhibit E, Workers’ Compensation Waiver Form, consisting of one (1) page, represent the entire and integrated Contract between the parties and supersede(s) all prior negotiations, representations, and agreements, whether written or oral. In the event of a conflict or inconsistency between the language of this Contract and the language of any exhibit or document incorporated by reference, the language of this Contract shall control.

13. Extensions. Nothing in this Contract shall be interpreted or deemed to create an expectation this Contract will be extended beyond the Term described herein. Any extension of this Contract shall be initiated by the County and shall be accomplished through a written amendment between the parties entered into before the expiration of the original Contract or any valid amendment thereto, and shall be effective only after it is reduced to writing and executed by all parties to the Contract.

This Contract may be extended up to three (3) annual terms by agreement of both parties in writing and subject to the required approvals.

14. Force Majeure. Neither party shall be liable for failure to perform under this Contract if such failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. Such causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. This provision shall become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays.

15. Indemnification. The Contractor shall release, indemnify, and hold harmless Larimer County, and their officers, agents, and employees from any and all attorneys’ fees, claims, costs, court awards, damages, expenses, liabilities, and suits arising out of Contractor’s failure to perform or performance of any of Contractor’s duties and obligations hereunder; out of damage or injury to persons, entities, or property caused or sustained by any person(s) as a result of any intentional or negligent act by Contractor; failure of Contractor to perform this Contract according to its terms;

or based upon any violation of any statute, regulation, or other law or in connection with the negligent performance of Contractor’s duties or obligations including, but not limited to, any attorneys’ fees, claims, costs, court awards, damages, expenses, liabilities, and suits arising out of Contractor’s negligence or other tortious conduct. This provision shall survive the expiration or termination of this Contract.

16. Independent Contractor. The Contractor shall function as an independent contractor for the purposes of this Contract and shall not be considered an employee of Larimer County for any purpose. Consistent with the express terms of this Contract, the Contractor shall be free from control or direction over the details of the performance of services under this Contract. The Contractor shall assume sole responsibility for any debts or liabilities which may be incurred by the Contractor in fulfilling the terms of this Contract and shall be solely responsible for the payment of all federal, state, and local taxes which may accrue because of this Contract. Nothing in this Contract shall be interpreted as authorizing the Contractor or its agents or employees to act as an agent or representative for or on behalf of the County or to incur any obligation of any kind on behalf of the County. The Contractor agrees that no health or hospitalization benefits, workers’ compensation, unemployment insurance, or similar benefits available to County employees will inure to the benefit of the Contractor or the Contractor’s agents or employees as a result of this Contract.

17. Nondiscrimination. The Contractor shall comply with the Civil Rights Act of 1964, Section 504, Rehabilitation Act of 1973, the Americans with Disabilities Act (ADA), 42 U.S.C. § 12101, et seq., the Age Discrimination Act of 1975, and any properly promulgated rules and regulations thereto and shall not discriminate against any individual on the grounds of age, sex, color, race, religion, national origin, political beliefs, or disability in connection with the performance under this Contract.

18. [Optional Language]:Notice of Sale or Transfer. The Contractor shall provide the County with notice of any sale, transfer, merger, or consolidation of the assets of the Contractor. Such notice shall be provided in accordance with the notices provision of this Contract and, when possible and lawful, in advance of the transaction. If the County determines that the sale, transfer, merger, or consolidation is not consistent with the continued satisfactory performance of the Contractor’s obligations under this Contract, then the County may, at its discretion, terminate or renegotiate the Contract.

19. Ownership and Return of Documents and Information. County is the official custodian and owns all documents, data compilations, reports, computer programs, photographs, data, and other work provided to or produced by the Contractor in the performance of this Contract. Upon termination of services, for any reason, Contractor agrees to return all such original and derivative information and documents to the County in a useable format. In the case of electronic transmission, such transmission shall be secured. The return of information by any other means shall be by a parcel service that utilizes tracking numbers. Upon County’s verified receipt of such information, Contractor agrees to physically and electronically destroy any residual County-owned data, regardless of format, and any other storage media or areas containing such information. Contractor agrees to provide written notice to County confirming the destruction of any such residual County-owned data.

20. Ownership and Return of Documents and Information. County is the official custodian and owns all documents, data compilations, reports, computer programs, photographs, data, and other work provided to or produced by the Contractor in the performance of this Contract. Upon termination of services, for any reason, Contractor agrees to return all such original and derivative information and documents to the County in a useable format. In the case of electronic transmission, such transmission shall be secured. The return of information by any other means shall be by a parcel service that utilizes tracking numbers.

21. Patent or Copyright Protection. The Contractor recognizes that certain proprietary matters or techniques may be subject to patent, trademark, copyright, license, or other similar restrictions, and warrants that no work performed by the Contractor or its subcontractors will violate any such restriction. The Contractor shall defend and indemnify the County for any infringement or alleged infringement of such patent, trademark, copyright, license, or other restrictions.

22. Publicity. Any publicity given to the projects, programs or services provided herein, including, but not limited to, notices, information, pamphlets, press releases, research, reports, signs, and similar public notices in whatever form, prepared by or for the Contractor, shall identify the County as the sponsoring agency and shall not be released without prior written approval from the County.

23. Prohibition of Pledging Credit and No Aid to Corporations. Pursuant to Colorado Constitution Article XI, Sections 1 and 2 and Article X, section 20, the County shall not indemnify or hold harmless Contractor or any party related or operating under this Contract. No provision in the Contract shall limit or set the amount of damages available to the County to any amount other than the actual direct and indirect damages to the County, regardless of the theory or basis for such damages. Any provision included or incorporated herein by reference which purports to negate this provision in whole or in part shall not be valid or enforceable or available in any action at law or equity, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by this provision shall not invalidate the remainder of the Contract.

24. Signature Authority. This Contract shall not be valid unless it has been approved and signed by someone authorized by Larimer County Administrative Policy and Procedure 100.2N. This Contract may be executed in two (2) or more counterparts, each of which shall be deemed an original. The parties approve the use of electronic signatures, which shall be governed by the Uniform Electronic Transactions Act, C.R.S. §24-71.3-101 et seq. If this Contract is electronically signed it:

(a) is considered a "writing" or "in writing,"

(b) is deemed for all purposes as physically "signed,"

(c) is deemed an "original" when printed or copied from electronic files or records established and maintained in the normal course of business, and

(d) satisfies any legal formalities requiring agreements be in writing.

Neither party will contest the admissibility of copies (or printed versions) of this Contractunder either the business records exception to the hearsay rule, the best evidence rule, or otherwise on the basis the Contract was originated, signed, or maintained in electronic form. Other than an original hand-written signature or an electronic signature of the same formality used to originally execute this Contract, no other communication between the parties (such as email, voice mail, or fax without a signature) will be construed as a signature to this Contract (or any amendments to it or waiver of it).

25. Sovereign Immunity and Limitations. Pursuant to the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, Larimer County expressly reserves sovereign immunity by entering into this Contract and specifically retains all immunities and defenses available to them as sovereign. The parties acknowledge Larimer County has sovereign immunity and only the governing body of Larimer County has the power to waive sovereign immunity, nothing in this Contract shall be deemed a waiver of C.R.S. § 24-10-101. Designations of venue, choice of law, enforcement actions, and similar provisions shall not be construed as a waiver of sovereign immunity. The parties agree that any ambiguity in this Contract shall not be strictly construed, either against or for either party, except that any ambiguity as to sovereign immunity shall be construed in favor of sovereign immunity.

26. Taxes. The Contractor shall pay all taxes and other such amounts required by federal, state, and local law, including, but not limited to, federal and social security taxes, federal and state income tax, workers’ compensation, unemployment insurance, and sales taxes.

27. Termination of Contract. This Contract may be terminated, without cause, by either party upon thirty (30) days written notice. This Contract may be terminated by the County immediately for cause if the Contractor fails to perform in accordance with the terms of this Contract. If at any time during the performance of this Contract, in the opinion of the County, the work is not progressing satisfactorily or within the terms of this Contract, then, at the discretion of the County and after written notice to the Contractor, the County may terminate this Contract or any part of

it. As of the termination date, the Contractor will be entitled to a pro rata payment for all work accomplished and accepted by the County; however, the Contractor shall be liable to the County for the entire cost of replacement services for the duration of the Contract term.

28. Data Breach. During the course of Contractor's performance of the Contract, the Contractor may be required to store or control the transmission of electronic data provided by the County (“County Data”). The Contractor represents and warrants that:

a. It will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data;

b. Its collection, access, use, storage, disposal, and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directivesIt will notify the County of any actual or suspected data security incident as soon as practicable, but no later than 24 hours after it becomes aware of it, including but not limited to breaches;

c. of Contractor’s computer, information, email, financial or other systems;

d. The Contractor will provide the County sufficient information for the County to satisfy its legal and regulatory notice obligations, and upon notice, County shall have the authority to direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be liable for any resulting damages to County;

and

e. It will promptly return or destroy any County Data upon request from the County

Representative.

f. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph.

IX. Provisions Required Due to Federal Funding. The provisions outlined in Exhibit D, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, are required whenever federal funding is used, fully or in part, for the funding of services. To the extent such provisions are not applicable to the underlying services, the parties acknowledge they do not apply. To the extent the following provisions conflict with any other provision in this Agreement, the provisions in, Exhibit D, shall control.

THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.

X. Signatures. The parties to this Contract, either personally or through their duly authorized representatives, have executed this Contract on the dates set out below, and certify that they have read, understood, and agreed to the terms and conditions of this Contract.

The Effective Date of this Contract is the date of the signature last affixed to this page.

CONTRACTOR:

[Insert full legal name of Contractor]

[Insert name and title of person signing for Contractor] Date

COUNTY:

[If $75,000.01 or over] Board of County Commissioners Larimer County, Colorado

BY: _____________________________________________ ________________

Chair Date

ATTEST:

Deputy Clerk Date

[If $50,000.01 or over]

County Manager Date

[If $50,000.00 or under as low as $5,000.01] Department of Human Services

Heather J. O’Hayre, Director Date

County Attorney’s Office Approved Template April 18, 2023

EXHIBIT B

CONTRACT PROVISIONS FOR NON-FEDERAL

ENTITY CONTRACTS UNDER FEDERAL AWARDS

This Exhibit is expressly incorporated into the foregoing agreement (“Agreement”). The parties acknowledge that the Agreement is subject to the provisions of 2 C.F.R. Part 200 for projects funded in whole or in part by federal funds and the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.) for projects resulting from Declared Presidential Disasters.

The following provisions are incorporated into the Agreement:

A. Default and Remedies.

1. Consultant’s failure to fulfill in a timely and proper manner its obligations under this Agreement, or

Consultant’s violation of any of the covenants, agreements, or stipulations…