Contract Language for Vendors

1. Safeguard Accessibility Statement – This language is included in contracts that likely do not entail the City receiving software or information technology services, and, therefore, digital accessibility regulations likely do not apply. (NOTE: If you are a vendor who was referred to this form, this language will likely not apply to your contract.)
2. Core Accessibility Terms & Conditions – This language is included in contracts that the City determines to have digital accessibility as a core functionality of the benefit of the bargain for the City, and for which accessibility compliance is sought to the greatest extent possible. This statement includes language inserted into the main body, along with its accompanying exhibit to expand upon and further detail the digital accessibility requirements.

All changes to the standard digital accessibility language can only be approved following consultation with accessibility technical experts and approval by Risk Management, as well as approval as to form of the resulting language changes by the City Attorney’s Office. The City reserves the right to seek different or additional terms as it deems needed.

Information Technology - Accessibility. In the event the City determines the Services described herein include information or communications technology, such as digital content, that must be made “accessible,” Contractor agrees to, if requested by the City, undertake such reasonable efforts that may be needed of Contractor to adapt and convert work product to ensure it is “accessible” within the meaning of Sections 24-85-101, et seq., C.R.S., and its implementing regulations.

Accessibility. This Agreement includes information technology systems that are required by Colorado law to be “accessible.” See §§ 24-85-101, et seq., C.R.S. Exhibit __, Digital Accessibility Terms & Conditions, attached hereto and incorporated by this reference, further describes Contractor’s accessibility obligations and is required to submit to the city to reflect compliance. In accordance with Exhibit __, Contractor acknowledges the City is relying upon Contractor to ensure compliance with Sections 24-85-101, et seq., C.R.S., its implementing regulations adopted by the Governor’s Office of Information Technology, State of Colorado, and compliance with Levels A and AA of the most current version of the Web Content Accessibility Guidelines (WCAG).

A. Purpose.

The City of Boulder values inclusivity, including inclusivity enabled by accessible technology systems. The purpose of this Exhibit is to ensure any information technology and communications, including, by way of example and not limitation, all electronic information processing hardware and software (such as webpages, applications, software user interfaces, videos, or digital content of any kind) (individually and collectively, “ICT”) that is provided or delivered by Contractor pursuant to this Agreement conforms with Sections 24-85-101, et seq., C.R.S., its implementing regulations adopted by OIT, and the latest accessibility standards set forth in the most current version of the Web Content Accessibility Guidelines (WCAG) levels A and AA published by the World Wide Web Consortium (W3C).

The Governor’s Office of Information Technology, State of Colorado (“OIT”), has oversight responsibility for the State’s accessibility compliance. Furthermore, if the City fails to comply with accessibility requirements the City could be subject to monetary damages, injunctive relief, or third-party lawsuits. Accordingly, achieving full accessibility and compliance is critical.

B. Accessibility Terms of Agreement.

For any ICT Contractor provides to the City under this Agreement, Contractor shall ensure compliance with Sections 24-85-101, et seq., C.R.S., its implementing regulations adopted by OIT, and the latest Web Content Accessibility Guidelines (WCAG) levels A and AA.

• [Insert brief description or enumerate specific systems, webpages, apps, etc., Contractor is responsible for]

C. Confirmation.

As a component of Contractor’s Services, when requested by the City, with such request occurring no more than one time per twelve (12) month period or with each addition of new services, modules, products, or features, whichever is more frequent, Contractor agrees to provide the City with either:

1. VPAT. A complete Voluntary Product Accessibility Template – WCAG Edition (the “VPAT”) appearing on the latest template published by the Web Accessibility Initiative. In completing the VPAT, Contractor agrees to include only statements that are truthful, free of material errors, and made following Contractor’s good faith effort to evaluate the compliance standards in the VPAT against the ICT evaluated; or,
2. Certification. A complete a written and signed certification attesting to compliance with this Exhibit, including its requirement that Contractor maintain ICT that are WCAG levels A and AA compliant, in substantially the following form:

“I, _________________, on behalf of ______________________ [entity name], hereby certify that the information technology being provided as a part of the Agreement between the parties dated __________ ____, 20___, is “accessible” under Colorado law, and otherwise meets all applicable Level A and Level AA Web Content Accessibility Guideline criteria.

[Signature]”

Contractor’s continued compliance with accessibility requirements is a material benefit of the bargain for the City under this Agreement.

Contractor shall provide the complete VPAT or attestation within thirty (30) days of the City’s written request. In the event Contractor does not provide such form, the City’s performance under this Agreement, including any payment obligations, shall, upon the City’s written notice to Contractor, be suspended until Contractor fulfills this obligation. In the event Contractor fails to provide the VPAT or attestation within ninety (90) days, the City shall have the right, in its sole discretion, to terminate this Agreement without penalty and without further obligation to remit payments or adhere to the City’s obligations hereunder.

Nothing in this section shall preclude the City from conducting its own testing, or otherwise verifying VPAT compliance, and directing Contractor to cure any identified deficiencies.

D. Third-Party Audit.

The City may require Contractor’s compliance be determined by a third party selected or approved by the City to evaluate whether the ICT complies with Sections 24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section § 24-85-103(2.5), C.R.S.

If the audit identifies deficiencies, Contractor shall either provide a separate third‐party attestation of product accessibility compliance, including ADA accessibility report which provides a summary of the platform’s ADA compliance, or provide a written roadmap on how they plan to make services fully compliant, and Contractor shall thereafter commit in good faith to achieving compliance in accordance with the roadmap.

E. References.

Contractor is encouraged to review the latest version of the WCAG Accessibility Guidelines (Web Content Accessibility Guidelines (WCAG) 2.2 (w3.org)) as well as the Quick Reference Guide (How to Meet WCAG (Quickref Reference) (w3.org)).

Copies of the latest version of Sections 24-85-101, et seq., C.R.S., is publicly available at leg.colorado.gov/laws.

F. Indemnification.

Contractor hereby agrees to indemnify, save, and hold harmless the City, its directors, officers, employees, elected and appointed officials and agents and the heirs, executors, successors, and permitted assigns of any of the foregoing (the “City Indemnitees”) against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by the City Indemnitees in relation to Contractor’s failure to comply with Sections 24-85-101, et seq., C.R.S., its implementing regulations promulgated by OIT, or the WCAG levels A and AA guidelines. Contractor’s indemnification obligation is limited to: (A) compliance with those laws, regulations, and WCAG Accessibility Guidelines in effect either (1) as of the date of delivery of the ICT under this Agreement, or (2) if this Agreement includes subscription service, renewal services, or ongoing provision or maintenance of the ICT, for so long as Contractor provides the ICT to the City, during the term in which the ICT are used by the City; and, further (B) is limited solely to those ICT identified in “B” above. The indemnification obligation in this paragraph shall survive for a period of three (3) years following the date of Termination or expiration of this Agreement.