HomeMy WebLinkAbout2019 Ordinance No. 020ORDINANCE NO. 20
SERIES OF 20 19
BY AUTHORITY
COUNCIL BILL NO. 16
lNTRODUCED BY COUNCIL
MEMBER WINK
ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL
AGREEMENT (URBAN AREA SECURITY INITIATIVE) BETWEEN
THE CITY AND COUNTY OF DENVER, COLORADO AND THE CITY
OF ENGLEWOOD, COLORADO.
WHEREAS , the Den ver Urban Security Initi ative grant process began in 2003, under the
Homeland Security Grant Program, established by the Homeland Security Act of2002;
WHEREAS , the Englewood City Counci l authorized a Urban Area Security Initiative
("UASI") with Denver by the passage of Ordinance No. 20 , Series 2004 , and again in 2009 by the
passage of Ordinance No. 17 , Series 2009 ;
WHEREAS, the City and County of Denver 's continued eligibi li ty has been determined
through an analysis of relative risk to terrorism by the 100 most populous Metropolitan Statistical
Areas ("MSA 's), in the United States;
WHEREAS, the purpose of the UASI program is to assist high-threat, high-density Urban
Areas in efforts to build , sustain, and deliver the capabilities neces sary to prevent, protect against,
mitigate , respond to , and recover from acts of terrorism;
WHEREAS , Englewood has been a very active participant in this process , having helped
develop the strategic plan , the communications plan , and public information efforts;
WHEREAS, under the Homeland Security Grant Program ("HSGP") $1,067 ,000 ,000.00 has
been funded , of wh ich $580,000,000.00 has been set as id e for the UAS I program ;
WHEREAS , the UASI program wil l require no matching funds from the City of Englewood
for the federal funds; and
WHEREAS, by the approval of this Ordinance the City Council of the City of Englewood
authorizes an intergovernmental agreement with the City of Denver for the purpose of distributing
UAS I grant funds through planning, organizing, equipping, training and exercising ("POETE")
activities to eligible entities , and to further the purpose of the UASI program .
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF ENGLEWOOD, COLORADO, AS FOLLOWS:
Section 1. The Intergovernmental Agreement (Urban Area Security Initiative), attached
hereto as Exhib it A , is hereby accepted and approved by the Englewood City Council.
Section 2. The May or and City Clerk are authorized to execute and attest said
Agreement for and on behalf of the City of Englewood .
Introduc ed, read in full , and passed on first reading on the 15 th day of April, 20 19 .
Publi shed by Title as a Bill for an Ordinance in the City 's official newspaper on the 18 th day
of April, 2019.
Publi shed as a Bill for an Ordinance on the City's official website beginnin g on the 17 th day
of April, 2019 for thirty (30) da ys .
Read by Title and passed on final reading on the 6 th day of May, 2019.
Published by Title in the City's official newspaper as Ordinance No . 20, Series of
2019, on the 9th day of May, 2019.
Published by title on the City 's official website beginning on the 8th day of May,
2019 for thirty (30) days.
This Ordinance shall take effect thirty (30) days after publication following final
passage .
ATTEST:
I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that
the above and foregoing is a true copy of the Ordinance passed on final reading and
published by Title as Ordinance No. 20, Series of 2019.
April 25 , 2019
UASI
City and County of Denver
Office of Emergency Management
To Whom It May Concern :
The City of Englewood is committed to supporting the National Incident Management System
(NIMS) as part of our overall Emergency Operations Plan . We have begun a process to ensure
that all full-time employees complete basic NIMS training and that appropriate personnel work
toward certification . We are also in the process of working toward a more formal cooperative
arrangement with Arapahoe County Office of Emergency Management to ensure effective
compliance with NIMS principles and practices. We anticipate that Englewood will be NIMS
compliant on or before the end of the current year.
Thank you for working with the City of Englewood during this time of transition as we move to
develop and implement a more robust emergency operations plan .
Sincerely ,
Interim City Manager
1000 Englewood Parkway • Englewood, Colorado 80110 • 303.762.2310 • www.englewoodco .gov
INTER GOVERNMENT AL AGREEMENT
(Urban Area Security Initiative)
THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is between the CITY
AND COUNTY OF DENVER, a municipal corporation of the State of Colorado ("Denver") and
City of Englewood, located at 1000 Englewood Parkway, Englewood, Colorado 80110
("Agency").
RECITALS
A. In 2002, the Homeland Security Act established the Homeland Security Grant Program.
Denver has been identified as an eligible candidate of the Urban Area Security Initiative
("UASI") program since the 2003 funding cycle.
B. Denver's continued eligibility has been determined through an analysis of relative risk to
terrorism faced by the 100 most populous Metropolitan Statistical Areas ("MSAs") in the
United States. Federal guidance mandates award by the state to the designated local
recipient identified in congressional appropriations .
C. The purpose of the UASI program is to assist high-threat, high-density Urban Areas in
efforts to build, sustain, and deliver the capabilities necessary to prevent, protect against,
mitigate , respond to, and recover from acts of terrorism.
D. Participation in the UASI program requires that all parties fully implement the National
Incident Management System ("NIMS ") and National Preparedness Doctrine to include
development across the 32 Core Capabilities as defined by FEMA's National
Preparedness Goal of 2015 or future iterations thereof.
E. Urban Areas are required to complete a Threat and Hazard Identification Risk
Assessment ("THIRA") and Stakeholder Preparedness Review (SPR) annually and
prioritize grant funding to support closing capability gaps identified in this process.
F. Agencies entering into this Agreement are considered by Denver as subrecipients.
NOW, THEREFORE, the parties hereby agree as follows:
1. PURPOSE.
The purpose of this Agreement is to provide for the distribution of UASI grant funds
through planning, organizing, equipping, training and exercising (POETE) activities to
eligible entities, and to further the purposes of the UASI program. At the time of
execution of this Agreement, the parties anticipate that the FYI 8 UASI grant will be used
to fund POETE activities to close gaps in the 32 Core Capabilities. This Agreement is
subject to the terms of that UASI grant, a copy w hich is incorporated and attached as
Exhibit A. This Agreement may be amended to include future grant activ ities authorized
by applicable grant guidance. Future amendments must be signed by a person(s) duly
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authorized to validly bind eligible entities prior to new POETE activities commencing.
2. DEFINITIONS.
a . Capability and Capabilities refer to the 32 Core Capabilities across 5 mission
areas defined by FEMA's National Preparedness Goal of 2015 or future
iterations thereof.
b . Core City is defined by the UASI grants as the City and County of Denver.
c. Core Coun ty is defined by the UASI grants as the City and County of Denver.
d. All references to Grant Agreement(s) or grant agreement(s) means the
Colorado Department of Public Safety, Division of Homeland Security and
Emergency Management ("DHSEM") Agreement between Denver and the
Colorado Department of Public Safety, including amendments thereto, and any
earlier and later agreements , through which U .S. DHS UASI grants were or are
passed through from the State to Denver that are used to fund this Agreement.
e. Incident or Incidents mean emergencies resulting from man-made,
technological or natural hazards or threats including all terrorist attacks
involving chemical, biological, radiological, nuclear, explosive (CBRNE),
incendiary, electromagnetic, or cyber weapons.
f . Include , includes, and including are to be read as if followed by the words
"without limitation" unless specifically qualified by words of limitation.
g. Mission Area(s) are defined by national Preparedness Goal 2015 as Protection,
Prevention, Mitigation, Response , and Recovery.
h. Party and parties, regardless of whether capitalized, refer only to the named
parties to this Agreement.
1. POETE means Planning, Organization, Equipment, Training and Exercise
activities.
J. SP R means Stakeholder Preparedness Review as defined by Comprehensive
Preparedness Guide 201 version 3 published in May 2017 or future iterations
thereof.
k. State means the State of Colorado .
1. State Administrative Agency Point of Contact means the person designated by
the Governor of the State of Colorado to be responsible for the management of
the UASI program or such other person of the State agency, department , or
division duly designated by the State.
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m. Subrecipients means a non-Federal entity that receives a subaward from a pass-
through entity to carry out part of a Federal program; but does not include an
individual that is a beneficiary of such program.
n. THIRA means Threat and Hazard Identification and Risk Assessment as defined
by Comprehensive Preparedness Guide 201 version 3 published in May 2017
or future_ versions thereof.
o. UASI means Urban Area Security Initiative.
p . US. DHS means the United States Department of Homeland Security.
q. Urban Area means the City and County of Denver and surrounding
governmental and quasi-governmental jurisdictions that provide homeland
security, emergency management, or capabilities defined under the National
Preparedness Goal.
r. Urban Area Working Group ("UAWG ") means representatives as set forth in
the Charter, as the same may be periodically amended. The Urban Area
Working Group is responsible for coordinating the development and
implementation of all program initiatives as authorized by program guidance
3. ROLES AND RESPONSIBILITIES.
a . Denver, as the Core City and County of the UASI program, within the State of
Colorado:
1. ls the fiscal agent and fiduciary authority of the UASI program award ,
and thereby solely responsible for ensuring compliance with 2 CFR 200
-Uniform Administrative Requirements , Cost principles and Audit
Requirements for Federal Awards Uniform Guidance issued by the
Federal Office of Management and Budget ("OMB"), including review
of fiscal risk on the Agency and determining eligibility for current and
future UASI funding.
11 . Shall serve as the sole procurement and coordination agency for POETE
activities to include goods , supplies , equipment, and services provided
under the UASI program, unless Denver determines a joint procurement
and/or coordination process is beneficial for completing a UASI-funded
activity . Procurement and/or coordination of POETE activities shall be
made in accordance with the budget and Denver 's own procurement
laws , regulations , and policies.
b. Agency shall:
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1. Provide proof of adoption and implementation of the National Incident
Management System (NIMS) prior to full execution of this Agreement.
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(Either NIMS adoption documentation or a memo on agency letterhead
self-certifying that the agency is NIMS compliant)
ii. Complete a fiscal risk assessment prior to each UASI activity
implementation. Exhibit B.
m. Ensure that applications of funding for POETE activities support
closing capability gaps identified in the UASI THIRA/SPR.
IV. Comply with all terms of each grant agreement and UASI grants from
which it receives any goods, equipment, or services, including
reimbursement for any reason.
v. Submit to recurring, and or unannounced inspections of POETE
activities, records, and reports.
v1. Concur that this Agreement does not warrant or guarantee entities will
receive any specific POETE activity, including planning, organization,
equipping, training, or exercise opportunity. The Agency understands
that it may receive POETE activities depending upon the approved
budget, fiscal assessment, and its ability to take advantage of the POETE
activities in a timely manner.
Planning activities:
VIL Actively participate in the annual THIRA/SPR process, including
completion of provided forms and requests for information.
v111. Participate in UASI planning and inter-agency coordination efforts, and
adopt UASI plans and/or planning frameworks through either formal
adoption or integration into existing agency plans, policies, and/or
procedures.
IX. Develop, document, and maintain policies, procedures and systems to
update and maintain plans provided through the UASI grant and review
them annually to ensure compliance with this Agreement.
Organizing activities:
x. Assign a project point of contact to act as the agency representative for
all aspects of any funded UASI activities that directly involve the
Agency
x1. Develop and implement organization of Agency personnel to utilize the
goods, equipment, and services provide through POETE activities.
Equipping activities:
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xu. Accept title to and delivery of equipment, other tangible goods , and/or
services at the place designated by the purchase order or contract.
xm. Notify the UASI program staff upon receipt of goods, equipment, and/or
services , including providing any paperwork requested by UASI staff
and tagging equipment with UASI tags as provided for by the UASI
program office.
xiv. Develop , implement, maintain, and monitor equipment policies,
procedures , or systems and review at least annually to ensure
compliance with Federal Uniform Guidance 2 CFR 200.313 to track and
inventory all equipment and goods provided through this Agreement.
xv. Accept goods or services provided to it under this Agreement; provided
that the Agency shall retain all legal and equitable rights and remedies
against a vendor, supplier, or manufacturer for non-conforming or
defective equipment, goods , or services , including the risk of loss , in
accordance with the terms applicable to a particular shipment or
delivery of equipment or other tangible goods.
xv1. Develop , implement, maintain , and monitor a policy, procedure , and
system and review it at least annually to ensure all grant funded
equipment is recorded on their financial statements , depreciated
annually, and ensure equipment is placed into a funded maintenance and
sustainment cycle.
xvu . De velop , implement, maintain, and/or monitor a policy, procedure , and
system to repair , maintain, and sustain all equipment and other tangible
goods provided to Agency under this Agreement in good working order
for the reasonably expected life-cycle of such equipment and other
tangible goods , ordinary use , wear and tear excepted, and to prevent
them from becoming spoiled, deteriorated, defective , lost, stolen or
obsolete.
xvm. Develop , implement, maintain , and/or monitor a policy, procedure , and
system to Plan for , Organize to use, Train on , and Exercise capability of
all equipment and other tangible goods provided to Agency through this
Agreement for use by the Agency, the UAWG membership, the State ,
and any other UASI entity within the U .S.
xix. Maintain all records on equipment and tangible goods that may be
required by the terms of the UASI grant agreements , State and Federal
law s, rules and regulations , or by Denver, including but not limited to
annual inventory updates , maintenance records, physical location and
condition reports for three (3) years after the close of the federal award
or disposition of the equipment, whichever occurs first.
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xx. Provide any supplemental documentation, as requested by Denver.
xx1. Replace, with Agency funds, equipment and other tangible goods that
are degraded beyond useable service, damaged, lost, or stolen to ensure
continued capability sustainment.
xxn. Develop, implement, maintain, and/or monitor a policy, procedure,
and/or system to dispose of/or transfer equipment provided through this
Agreement and coordinate the process with UASI program staff prior to
such actions occurring.
xxm. Respond to Incidents utilizing the equipment and other tangible goods
provided for under this Agreement, including replacement of supplies
and equipment acquired in accordance with this Agreement, and
utilizing trained personnel.
xx1v. Replace or repair any lost, stolen, or damaged equipment or goods,
bought with UASI funding that is lent to the Agency by Denver or
another UASI subrecipient.
Training and Exercise:
xxv. Ensure that training and exercise activities are compliant with FEMA's
Homeland Security Exercise and Evaluation Program (HSEEP)
compliant, to include a completed after-action report and improvement
plan for all training and exercise events funded by the UASI program.
xxvi. Develop and maintain documented processes, policies, procedures , and
systems and review them annually, to ensure compliance with this
Agreement, to manage and document training and exercise participation
to include tracking of certification qualification, award and expiration.
xxvn . Participate in the annual UASI TEPW and complete requested
documentation for the workshop(s).
xxvm. Provide equipment or other tangible goods procured with funds from
UASI grants and/or agency personnel trained with UASI funding for
training and exercises and response to Incidents based on requests from
any UASI entity, the State, or U .S. DHS , to include support to any other
past, current or future UASI grant program recipient nationwide.
xxix. Assign agency personnel to train, test and participate in regional
trainings and exercises on use of Urban area plans, frameworks ,
equipment, and other tangible goods in exercises, including those done
independently and throughout the Urban Area that are appropriate to the
subject matter being trained, tested and exercised
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Funding activities:
xxx. Provide a cash match as agreed to in the Agency's submitted grant
application(s). The Agency shall pay this amount directly to Denver,
prior to Denver beginning procurement. The Agency will pay the match
invoice within thirty (30) days of receipt of the invoice from Denver.
Failure to pay within thirty (30) days of receiving the match invoice
under this Agreement shall constitute a material breach of this
Agreement.
4. APPROPRIATIONS. Denver's obligations under this Agreement or any renewal
extend only to monies appropriated for the purpose of this Agreement by the Denver
City Council, paid into Denver Treasury, and encumbered for the purposes of this
Agreement. By execution of this Agreement, neither party irrevocably pledges present
cash reserves for payments in future fiscal years and this Agreement does not, and is
not intended to, create a multiple-fiscal year direct or indirect debt or financial
obligation of either party. Denver's obligations under this Agreement are further
limited to the funds made available pursuant to the UASI Grant and budget approved
by the Urban Area Working Group for fulfilling the purposes of this Agreement.
5. TAXES, CHARGES, AND PENALTIES. Denver shall not pay or be liable for any
claimed interest, late charges, fees, taxes, or penalties of any nature, except as required
by Denver's Revised Municipal Code.
6. EXECUTIVE AND LIAISON. Denver's point of contact for the UASI grants is the
Executive Director of the Mayor's Office of Emergency Management and Homeland
Security ("Director"), who will serve as Chair of the Urban Area Working Group.
During the term of this Agreement, eligible entities shall fully coordinate all activities
and obligations related to or arising out of this Agreement with Denver, including the
Director, or as otherwise directed by Denver.
7. TERM AND TERMINATION . The term of the Agreement is from date of full
execution and terminates on December 31, 2025. Denver may terminate this
Agreement, or any part thereof, for the reasons and in the manner provided in any UASI
Grant funding this Agreement.
8. DISCLAIMER OF WARRANTIES. THE GOODS PROVIDED BY DENVER
UNDER THIS AGREEMENT ARE PROVIDED WITHOUT WARRANTIES
OF ANY KIND FROM DENVER, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE,
NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY
DENVER, ITS AFFILIATES, OR ITS CONTRACTORS, OR THEIR
RESPECTIVE EMPLOYEES WILL CREATE ANY WARRANTY FROM
DENVER. DENVER IS NOT RESPONSIBLE FOR ANY DEFECTS OR
DAMAGES RESULTING FROM MISHANDLING, ABUSE, MISUSE,
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ACCIDENT, ELECTRICAL POWER SURGES OR CURRENT
FLUCTUATIONS, FORCE MAJEURE EVENT, IMPROPER STORAGE OR
OPERATION, INCLUDING USE IN CONJUNCTION WITH EQUIPMENT
ELECTRICALLY OR MECHANICALLY INCOMPATIBLE WITH OR OF
INFERIOR QUALITY TO THE SUPPLIED GOODS OR FAILURE TO
MAINTAIN THE ENVIRONMENTAL CONDITIONS SPECIFIED BY THE
MANUFACTURER OR LICENSOR. ANY WARRANTIES ASSOCIATES
WITH THE GOODS ARE SOLELY THOSE PROVIDED BY THE
MANUFACTURER OR SELLER OF THE GOODS DIRECTLY TO
AGENCY.
9. WHEN RIGHTS AND REMEDIES NOT WAIVED . In no event will performance
by a party constitute or be construed to be a waiver by that party of any breach of term,
covenant, or condition or any default that may then exist on the part of the other party,
and the tender of any such performance when any breach or default exists ( or is claimed
to ex ist) impairs or prejudices any right or remedy available to the other party with
respect to the breach or default. No assent , expressed or implied , to any breach of any
one or more terms , covenants, or conditions of this Agreement is or may be construed
to be a waiver of any succeeding or other breach.
10. CONFLICT OF INTEREST . No emplo yee of either party has or may have any
personal or beneficial interest whatsoever in the services or property described herein.
The Agency shall not hire or contract for services with any employee or officer of
Denver that would result in any violation of the Denver Revised Municipal Code ,
Chapter 2, Article IV , Code of Ethics , or Denver City Charter provisions 1.2.8 , 1.2.9 ,
1.2 .12.
11. STATUS OF PARTIES. Neither party is an employee of the other; no officer ,
employee , agent or contractor of one party is an officer, employee, agent , or contractor
of the other party for an y purpose, including unemployment compensation and
workers ' compensation.
12. EXAMINATION OF RECORDS. The Agency shall retain for at least seven (7)
years after the expiration of this Agreement all records related to this Agreement,
including documentation and records for equipment, other tangible goods, funding , or
services provided for under this Agreement and expenses incurred arising out of this
Agreement. Any duly authorized representative of the federal government , state
government or Denver, including Denver's Auditor or his representative have upon
reasonable notice access to and the right to examine any directly pertinent books ,
documents , papers and records of entities related to this Agreement, until the expiration
of seven (7) years after the end of the State of Colorado fiscal year that includes the
end of the UASI grant agreement(s). In the event any litigation , claim , negotiation,
audit or other action involving the records has been started before the expiration of the
seven-year period, the Agency shall retain the records until completion of the action
and resolution of all issues that arise from it, or until the end of the seven-year period,
whichever is later.
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13. ASSIGNMENT AND SUBCONTRACTING. Agency covenants and agrees that it
will not assign or transfer its rights hereunder without first obtaining the written
consent of the Executive Director of the Office of Emergency Management. Any
attempts by Agency to assign or transfer its rights hereunder without such prior
written consent of the Executive Director shall , at the option of said Executive
Director, automatically terminate this Agreement and all rights of Agency hereunder.
Such consent may be granted or denied at the sole and absolute discretion of said
Executive Director. A change in control of Agency shall not constitute and
assignment hereunder.
14. NO THIRD-PARTY BENEFICIARY. The enforcement of this Agreement, and all
rights of action relating to enforcement, are strictly reserved to the parties. Nothing in
this Agreement gives or allows any claim or right of action by any person or other
entity on this Agreement, including subcontractors and suppliers. Any person who or
other entity other than the parties that receives services or benefits under this
Agreement is an incidental beneficiary only.
15. GOVERNING LAW; VENUE. Each term , prov1s1on, and condition of this
Agreement is subject to the provisions of Colorado law, the Charter of the City and
County of Denver, and the ordinances , and regulations enacted pursuant thereto.
Unless otherwise specified, any general or specific reference to statutes , laws ,
regulations , charter or code provisions , ordinances , executive orders (including
memoranda thereto), or contracts, means statutes, laws , regulations, charter or code
provisions , ordinances , and executive orders (including memoranda thereto) and
contract as amended or supplemented from time to time and any corresponding
provisions of successor statues , laws , regulations, charter or code provisions,
ordinances , or executive orders (including memoranda thereto) and contracts. Venue
for any legal action relating to or arising out of this Agreement will be in the Agency
Court of the State of Colorado Second Judicial Agency.
16. SEVERABILITY . Except for the pro visions of this Agreement requmng
appropriation of funds , if a court of competent jurisdiction finds any provision of this
Agreement or any portion thereof to be invalid , illegal , or unenforceable , the validity
of the remaining portions or provisions will not be affected, if the intent of the parties
can be fulfilled.
17. PARAGRAPH HEADINGS. The captions and headings set forth in this Agreement
are for convenience of reference only and do neither define nor limit its terms and may
not be construed to do so.
18. SURVIVAL OF CERTAIN PROVISIONS. The terms of this Agreement and any
exhibits and attachments that by reasonable implication contemplate continued
performance , rights , or compliance beyond expiration or termination of this Agreement
survive this Agreement and will continue to be enforceable. Without limiting the
generality of this provision, the Agency's obligations to indemnify Denver, shall to the
extent permitted by law, survive for a period equal to any and all relevant statutes of
limitation, plus the time necessary to fully resolve any claims , matters, or actions begun
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within that period.
19. NOTICES. Notices concerning termination of this Agreement, alleged or actual,
violation(s) of the terms or conditions of this Agreement, and notices of similar
importance, as well as bills, invoices, or reports required under this Agreement, must
be mailed by United States mail, postage prepaid, ifto the Agency at its address written
above, and if to Denver at the addresses listed below. Notices must be delivered by
prepaid U.S. mail and become effective three (3) days after deposit with the U.S. Postal
Service. The parties may from time to time designate substitute addresses or persons
where and to whom such notices are to be mailed or delivered, but these substitutions
are not effective until actual receipt of written notification.
City and County of Denver
Mayor's Office of Emergency Management
101 W Colfax Ave. 7th Floor
Denver, Colorado 80202
Attn: UASI Program Manager
With copies of termination and violation notices to:
Office of the Mayor
1437 Bannock Street, Room 350
Denver, Colorado 80202
Denver City Attorney 's Office
1437 Bannock Street, Room 353
Denver, Colorado 80202
20. DISPUTES. All disputes of any nature between Denver and the Agency regarding this
Agreement will be resolved by the administrative hearings pursuant to Denver Revised
Municipal Code 56-106(b)-(f). For purposes of that procedure, the Executive Director
of the Office of Emergency Management is the Denver official to render a final
determination.
21. ORDER OF PRECEDENCE. In the event of any conflict between the terms
contained in the numbered sections , including subparts to them, of this Agreement and
those of any exhibit such that the full effect cannot be given to both or all provisions,
then the terms contained in the numbered sections, including subparts to them , of this
Agreement control.
22. AGREEMENT AS COMPLETE INTEGRATION-AMENDMENTS . This
Agreement is the complete integration of all understandings between the parties. No
prior or contemporaneous addition, deletion or other amendment has any force or
effect , unless embodied herein in writing. Amendments to this Agreement will become
effective when approved by both parties and executed in the same manner as this
Agreement.
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23. LEGAL AUTHORITY. The parties represent and assure that each possesses the legal
authority, pursuant to any proper, appropriate and official motion, resolution or action
necessary, to enter into this Agreement. The persons or person signing and executing
this Agreement on behalf of a party, represent(s) that he or she is fully authorized to
execute this Agreement on behalf of their jurisdiction and to validly and legally bind
their jurisdiction to all the terms, performances, and provisions herein set forth. If there
is a dispute as to the legal authority of either the Agency or the person signing this
Agreement to enter into this Agreement, at its option, Denver may temporarily suspend
or permanently terminate this Agreement or both. Denver will not be obligated to
perform any of the provisions of this Agreement after it has suspended or terminated
this Agreement as provided in this Agreement.
24. ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS. The parties
consent to the use of electronic signatures by Denver and the Agency. The Agreement,
and any other documents requiring a signature hereunder, may be signed electronically
by Denver in the manner specified by Denver, and by the Agency. The parties agree
not to deny the legal effect or enforceability of the Agreement solely because it is in
electronic form or because an electronic record was used in its formation. The Parties
agree not to object to the admissibility of the Agreement in the form of an electronic
record, or a paper copy of an electronic document, or a paper copy of a document
bearing an electronic signature, on the ground that it is an electronic record or electronic
signature or that it is not in its original form or is not an original.
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Fiscal Year 2018 Homeland Security Grant Program
Overview
As appropriated by the Department of Homeland Security
Appropriations Act, 2018 (Pub . L. No. 115-141), and
authorized by the Homeland Security Act of 2002 , as
amended (Pub. L. No. 107-296), the Department of
Homeland Security 's (DHS)/Federal Emergency
Management Agency's (FEMA) Fiscal Year (FY) 2018
Homeland Security Grant Program (HSGP) provides
funding to states , territories, urban areas , and other local
and tribal governments to prevent, protect against, mitigate ,
respond to, and recover from potential terrorist attacks and
other hazards.
In Fiscal Year 2018, DHS is
prol'idi11g $1,067,000,000 to
e11/u111ce the ahili~r ,~f' states, lorn/
goven1111e11ts, tribes, mul territories
to preve11t, protect against, re.,po,ul
to, and recoverfi·om potential
terrorist acts
aud other lwzards.
The FY 2018 HSGP plays an important role in the implementation of the National Preparedness
System by supporting the building, sustainment, and delivery of core capabilities essential to
achieving the National Preparedness Goal (the Goal) of a secure and resilient Nation. Delivering
core capabilities requires the combined effort of the whole community , rather than the exclusive
effort of any single organization or level of government. Among the five basic homeland security
missions noted in the DHS Quadrennial Homeland Security Review, HSGP supports the goal to
Strengthen National Preparedness and Resilience.
HSGP is composed of three grant programs:
• State Homeland Security Program (SHSP);
• Urban Area Security Initiative (UASI); and
• Operation Stonegarden (OPSG).
Together, these grant programs fund a range of activities, including planning, organization,
equipment purchase , training, exercises, and management and administration across all core
capabilities and mission areas.
Per section 2006 of the Homeland Security Act of 2002 , as amended (6 U.S.C. § 607), DHS/FEMA
is required to ensure that at least 25 percent (25%) of grant funding appropriated for grants awarded
under HSGP's authorizing statute is used for law enforcement terrorism prevention activities
(LETPA). DHS/FEMA meets this requirement, in part, by requiring all SHSP and UASI recipients
to ensure that at least twenty 25 percent of the combined HSGP funds allocated under SHSP and
UASI are dedicated toward law enforcement terrorism prevention activities , as defined in 6 U .S.C .
§ 607, and linked to one or more core capabilities within the Goal.
FY 2018 HSGP Fact Sheet
The National Prevention Frame w ork describes those activities that should be executed upon the
discovery of intelligence or information regarding an imminent threat to the homeland, in order to
thwart an initial or follow on terrorist attack, and provides guidance to ensure the Nation is prepared
to prevent, avoid, or stop a threatened or actual act of terrorism. Activities outlined in the National
Prevention Framework are eligible for use as LETPA focused funds. In addition, where capabilities
are shared with the protection mission area, the National Protection Framework activities are also
eligible. Other terrorism prevention activities proposed for funding under LETP A must be approved
by the FEMA Administrator.
Funding
In FY 2018 , the total amount of funds under the HSGP is $1,067 ,000 ,000 . Below is the funding
distribution across the three grant programs :
HSGP Programs FY 2018 Allocation
State Homeland Security Program $402,000 ,000
Urban Area Security Initiative $580 ,000 ,000
Operation Stonegarden $85 ,000 ,000
Total Sl,067 ,000,000
Based upon the requirements of the Homeland Security A ct of 2002 , as amended , DHS/FEMA
continues to inform final grant allocation decisions based upon risk. OHS defines risk as: "potential
for an unwanted outcome resulting from an incident, event, or occurrence, as determined by its
likelihood and the associated consequences" (see http ://www.dhs.gov/xlibrary/assets/dhs-risk-
lexicon-2010.pdf). OHS utilizes a comprehensive risk methodology focused on three principal
elements:
• Threat;
• Vulnerability; and
• Consequence.
The risk methodology determines the relative risk of terrorism faced by a given area. It takes into
account the potential risk of terrorism to people , critical infrastructure, and economic security. The
threat analysis continues to account for threats from domestic violent extremists as well as
international terrorist groups and those individuals inspired by terrorists abroad.
SHSP Allocations
FY 2018 SHSP funds are allocated based on two factors: minimum amounts as legislatively
mandated , and DHS's risk methodology .
Each state and territory receives a minimum allocation under SHSP using the thresholds established
in the Homeland Security A ct of 2 002 , as amended. All 50 states, the District of Columbia, and
Puerto Rico each receive 0.35 percent of the total funds allocated for grants under Section 2004 of
the Homeland Se cur ity Act of 2 002, as amended (6 U.S.C. § 605). Four territories (American
Samoa, Guam , the Northern Mariana Islands, and the U.S. Virgin Islands) each rece ive a minimum
allocation of 0.08 percent of the total funds allocated for grants under Section 2 004 of the
2
FY 2018 HSGP Fact Sheet
Homeland Security Act of 2002, as amended (6 U.S.C. § 605). For details on program-specific
funding amounts, refer to the FY 2018 HSGP NOFO, located at www.fema.gov/grants.
UASI Allocations
In the Explanatory Statement accompanying the FY 2018 Appropriation, Congress expressed its
intent that the Secretary fund up to 85 percent of nationwide risk in the UASI program. In
accordance with that intent, the Secretary designated 32 urban areas eligible for funding under
UASI program. This is a decrease from the 33 urban areas eligible in FY 2017.
FY 2018 UASI funds are allocated based on DHS's risk methodology and anticipated effectiveness
of proposed projects. The anticipated effectiveness is assessed based on the applicant's description
of how the proposed projects, as outlined in the Investment Justification (IJ), align with the urban
area THIRA. The 32 eligible urban areas for the FY 2018 UASI program are determined through an
analysis of relative risk of terrorism faced by the 100 most populous metropolitan statistical areas
(MSA) in the United States, in accordance with the Homeland Security Act of 2002, as
amended. Detailed information on MSAs is publicly available from the United States Census
Bureau at https://www.census.gov/programs-surveys/metro-micro.html. For details on program-
specific funding amounts, refer to the FY 2018 HSGP NOFO, located at www.fema.gov/grants.
OPSG Allocations
The FY 2018 OPSG Risk Assessment is designed to identify the risk to border security and to assist
with the distribution of funds for the grant program. Funding under OPSG is distributed based on
the risk to the security of the border. Entities eligible for funding are the state, local, and tribal law
enforcement agencies that are located along the border of the United States.
Based upon ongoing intelligence analysis and extensive security reviews, OHS/Customs and Border
Protection (CBP) continues to focus the bulk of OPSG funds based upon risk analyses. The risk
model used to allocate OPSG funds considers the potential risk that certain threats pose to border
security and estimate the relative risk faced by a given area. In evaluating risk, DHS/CBP considers
intelligence, situational awareness, criminal trends, and statistical data specific to each of the border
sectors, and the potential impacts that these threats pose to the security of the border area. For
vulnerability and consequence, DHS/CBP considers the expected impact and consequences of
successful border events occurring in specific areas.
Threat and vulnerability are evaluated based on specific operational data from DHS/CBP. Threat
components present in each of the Sectors are used to determine the overall threat score. These
components are: terrorism, criminal aliens, drug trafficking organizations, and alien smuggling
organizations.
Eligibility
The State Administrative Agency (SAA) is the only entity eligible to submit HSGP applications to
DHS/FEMA, including those applications submitted on behalf of UASI and OPSG applicants.
Tribal governments may not apply directly for HSGP funding; however, funding may be available
to tribes under the SHSP and OPSG through the SAA. All 56 states and territories, which includes
any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the U.S.
3
FY 2018 HSGP Fact Sheet
Virgin Islands, Guam, American Samoa, and the Commonwealth of the Northern Mariana Islands,
are eligible to apply for SHSP funds.
Eligible high-risk urban areas for the FY 2018 VASI program have been determined through an
analysis of relative risk of terrorism faced by the 100 most populous metropolitan statistical areas
(MSAs) in the United States.
Under the FY 2018 OPSG Program, sub-recipients eligible to apply for and receive a sub-award
directly from the SAA are divided into three tiers. Tier 1 entities are local units of government at the
county level or equivalent and Federally-recognized tribal governments that are on a physical
border in states bordering Canada, states bordering Mexico, and states and territories with
international water borders. Tier 2 eligible sub-recipients are those not located on the physical
border or international water but are contiguous to a Tier 1 county. Tier 3 eligible sub-recipients are
those not located on the physical border or international water but are contiguous to a Tier 2 eligible
sub-recipient. Tier 2 and Tier 3 eligible sub-recipients may be eligible to receive funding based on
border security risk as determined by the U.S . Border Patrol (USBP), as described in of the FY
2018 HSGP NOFO, located at www.fema.gov/grants.
Other Eligibility Requirements
Emergency Operation Plan (EOP)
Recipients must update their EOP at least once every two years to comply with Comprehensive
Preparedness Guide (CPG) 101 Version 2.0, Developing and Maintaining Emergency Operations
Plans. Recipients will use the Unified Reporting Tool (URT) to report their compliance with this
reporting requirement.
2018/2019 Threat and Hazard Identification and Risk Assessment (TIDRA) and Stakeholder
Preparedness Review (SPR) Process
By December 31, 2018, FY 2018 recipients are required to submit a THIRA/SPR, using an updated
methodology that assesses only the response, recovery, and cross-cutting capabilities. In FY 2019,
all core capabilities will be required and the SPR will still be submitted annually. However, the
THIRA requirement will be reduced to every three years.
Also beginning with the FY 2018 award cycle, the State Preparedness Report will be known as the
Stakeholder Preparedness Review. The acronym SPR will continue to be used. States, territories, and
Urban Areas will be required to submit a SPR annually.
Although the THIRA/SPR process is changing this year, investments for FY 2018 should be based
on previously submitted 2017 SPR Results. In 2017, the SPR was a requirement only for all states
and territories. Beginning in FY 2018, Urban Areas are also required to complete the SPR as part
of the THIRA/SPR process. The SPR is an annual capability assessment that helps jurisdictions
identify capability gaps and prioritize investments required to reach the targets set in their THIRA.
Using the SPR to prioritize funding requests creates a stronger investment justification. Additional
information on the THIRA/SPR process can be found at https://www.fema.gov/national-
preparedness-system.
4
FY 2018 HSGP Fact Sheet
Grant investment justifications for FY 2018 applications should be based on previously submitted
2017 THIRA Results. The THIRA is a grant requirement for all states, territories, and Urban Areas.
Funding Guidelines
For FY 2018 HSGP, allowable investments made in support of the HSGP priorities as well as other
capability-enhancing projects must fall into the categories of planning, organization, equipment,
training, or exercises. The period of performance for HSGP is 36 months.
Management and administration (M&A) activities are those directly relating to the management and
administration of HSGP funds, such as financial management and monitoring. A maximum of up to
5 percent of HSGP funds awarded may be retained by the state, and any funds retained are to be
used solely for M&A purposes associated with the HSGP award. Sub-recipients may also retain a
maximum of up to five percent of funding passed through by the state solely for M&A purposes
associated with the HSGP award.
For additional information regarding allowable costs, including management and administration
costs, please refer to the FY 2018 HSGP NOFO, located at www.fema.gov/grants .
Application Process and Evaluation Criteria
Review Criteria
FEMA will evaluate FY 2018 HSGP applications through a review process for completeness,
adherence to programmatic guidelines , and anticipated effectiveness of the proposed investments.
Applicants are required to align all projects to at least one core capability identified in the Goal.
Descriptions of projects should be clear and concise and should include whether the project
supports a National Incident Management System (NIMS)-typed resource and whether assets are
deployable/shareable. All assets supported in part or entirely with FY 2018 HSGP funding must be
readily deployable to support emergency or disaster operations per existing Emergency
Management Assistance Compact (EMAC) agreements .
The grant funded activities of every project must align to the HSGP solution areas: planning,
organization, exercises, training and/or equipment (POETE). A project may have activities in more
than one solution area. All grant projects across all POETE elements must address capability targets
and gaps identified through the annual THIRA and SPR process.
Grant projects must be : 1) both feasible and effective at reducing the risks for which the project was
designed; and 2) able to be fully completed within the three-year period of performance.
FEMA uses the information provided in the application and after the submission of the first
Biannual Strategy Implementation Report, to determine the feasibility and effectiveness of the grant
project. Information that assists in the feasibility and effectiveness determination includes the
following:
• Scope of work (purpose and objectives of the project, identification of what is being
protected, identification of core capability addressed and whether the core capability is
identified in the SPR, where applicable, as a priority);
• Desired outcomes, including expected long-term impact where applicable, and discussion
of which core capability gap it helps to close and how;
5
FY 2018 HSGP Fact Sheet
• Summary of status of planning and design accomplished to date ( e.g., included in a capital
improvement plan); and
• Project schedule.
Recipients are expected to conform, as applicable, with accepted engineering practices, established
codes, standards, modeling techniques, and best practices, and participate in the development of
case studies demonstrating the effective use of grant funds, as requested.
Review and Selection Process
SHSP and UASI
To ensure the effectiveness of proposed investments and projects, all applications will
undergo a federal review. The federal review will be conducted by FEMA Headquarters
(HQ) Program Analysts. HQ Program Analysts will use a checklist to verify compliance
with all administrative and eligibility criteria identified in the NOFO. All proposed
investments in core capability POETE elements must align to a capability gap in the SPR.
IJs will be reviewed at both the investment and project level. A program hold may be placed
on any investment which is found to be noncompliant.
Fusion Center investments are jointly reviewed by FEMA and the DHS Office of
Intelligence and Analysis for compliance with FY 2018 HSGP NOFO requirements to
prioritize the alignment of requests with results from the annual Fusion Center Assessment
Program. Investments that do not meet the requirements will be revised by the recipient and
must receive approval prior to accessing funds allocated to fusion center activities.
OPSG
Applications will be reviewed by the SAA and USBP Sector Headquarters for completeness
and adherence to programmatic guidelines and evaluated for anticipated feasibility, need,
and impact of the Operations Orders.
DHS/FEMA will verify compliance with all administrative and eligibility criteria identified
in the NOFO and required submission of Operations Orders and Inventory of Operations
Orders by the established due dates. DHS/FEMA and USBP will use the results of both the
risk analysis and the federal review by DHS/FEMA to make recommendations for funding
to the Secretary of Homeland Security.
FY 2018 OPSG funds will be allocated competitively based on risk-based prioritization
using the OPSG Risk Assessment described above. Final funding allocations are determined
by the Secretary, who may consider information and input from various law enforcement
offices or subject matter experts within the Department. Factors considered include, but are
not limited to: threat, vulnerability, miles of border, and other border-specific law
enforcement intelligence, as well as feasibility of FY 2018 Operation Orders to designated
localities within the United States Border States and territories.
6
FY 2018 HSGP Fact Sheet
HSGP Resources
There are a variety of resources available to address programmatic, technical, and financial
questions, which can assist with HSGP.
• The FY 2018 HSGP NOFO is located online at http://www.fema.gov/grants as well as on
http://www.grants.gov.
• For additional program-specific information, please contact the Centralized Scheduling and
Information Desk (CSID) help line at (800) 368-6498 or AskCSID@fema.gov. CSID hours
of operation are from 9:00 a .m. to 5 :00 p.m. ET, Monday through Friday.
• For support regarding financial grant management and budgetary technical assistance,
applicants may contact the DHS/FEMA Grant Operations Help Desk via e-mail to ASK-
GMD@fema.gov.
7
FY 2018 HSGP Fact Sheet
U.S. Department of Homeland Security
Washington , DC 20472
FISCAL YEAR (FY) 2018 HOMELAND SECURITY GRANT PROGRAM (HSGP)
NOTICE OF FUNDING OPPORTUNITY (NOFO)-KEY CHANGES
Urban Areas
In the Explanatory Statement accompanying the FY 2018 Appropriation for the Department of
Homeland Security, Congress expressed its intent that the Secretary fund up to 85 percent of
nationwide risk. In accordance with that intent, the Secretary designated 32 urban areas eligible
for funding under the Urban Area Security Initiative (UASI). This is a decrease from the 33
urban areas eligible in FY 2017.
Cybersecurity Investment Justification
In FY 2018, State Homeland Security Program (SHSP) and UASI recipients will be required to
include an investment justification (IJ) that focuses on cybersecurity projects. Recipients must
limit the use of SHSP and UASI funds for projects that support the security and functioning of
critical infrastructure and core capabilities as they relate to terrorism preparedness, and may
simultaneously support enhanced preparedness for other hazards unrelated to acts of terrorism.
Senior Advisory Council (SAC) and Urban Area Working Group (UAWG) Membership
In FY 2018, SHSP and Urban Area Security Initiative (UASI) recipients must include their Chief
Information Security Officer (CISO) and Chief Information Officer (CIO) on their SACs and
UAWGs .
Increased Emergency Communications Guidance
Recipients are given more guidance around emergency communications projects this year,
including the requirement that any communications projects align to the Statewide
Communication Interoperability Plan (SCIP) and coordination and consultation with the
Statewide Interoperability Govt;:ming Body (SIGB) or Statewide Interoperability Executive
Committee (SIEC). All states and territories will be required to update their SCIP by the end of
the FY 2018 SHSP period of performance , with a focus on communications resilience/continuity,
to include assessment and mitigation of all potential risks.
Recipients will be required to test their emergency communications capabilities and procedures
in conjunction with regularly planned exercises (separate/addition emergency communications
exercises are not required) and submit an After Action Report within 90 days of exercise
completion.
All HSGP recipients must designate a Statewide Interoperability Coordinator (SWIC). The
Department of Homeland Security (DHS) Office of Emergency Communications (OEC) will
maintain SWIC contact information.
Threat and Hazard Identification and Risk Assessment (THIRA)/Stakeholder
Preparedness Review (SPR) Reporting
FY 2018 HSGP Key Changes 1
HSGP recipients will complete the new THIRA/SPR methodology that will be implemented in
2018, with a revised THIRA methodology for response, recovery, and cross-cutting core
capabilities by December 31 , 2018. Jurisdictions will need to complete the entire methodology
for all 32 core capabilities by December 2019. Beginning in 2019, recipients will submit a
THIRA only every three years. An annual capability assessment will still be required.
Operational Overtime
In FY 2018 , the HSGP NOFO requires additional criteria for operational overtime requests
including specifying which types of overtime are eligible . Also , aside from National Terrorism
Advisory System alerts (whi ch do not require pre-approval), operational overtime must be pre-
approved before an event.
Fusion Centers
In FY 2018 , fusion centers should prioritize the following capabilities in order to strengthen
capacities to identify, collect, analyze, and share information:
• Address ing Emerging Threats;
• Analytic Capability; and
• Technological Integration.
FY 2018 HSGP Key Changes 2
OLORADO
Division of Homeland Security
& Emergency Management
Dep artment o f Public Safe ty
August 30 , 2018
Dear Homeland Security Reg ional Coord i nator,
The Colorado Div i sion of Homeland Securi ty & Emergency Management (DHSEM) is pleased to issue the sub -award
grant agreement for the 2018 Homeland Security Grant Program (HSGP). FEMA has approved the State 's application
and has provided the funding for this year's grant program.
This letter is not a notice to begin working on the Region's projects .
Before any work can begin for thi s grant program , a fully si gned and executed grant agreement between the State
of Colorado and the All -Hazard Region must be completed. Please be aware that the grant start date is contingent
upon the timely execution of the grant agreement. All regional projects must be completed by August 31 , 2021 or
sooner.
We appreciate and acknowledge the effort invested in this grant and look forward to working closely with you and
your staff as you implement your projects . Our staff will be in contact wi th you as the grant process moves forward.
Thank you in advance for your coope r ati on.
As always, you may contact any of us in the Grants and Contracts section at DHSEM i f you have any questions
regarding your 2018 HSGP sub -award agreement and/or the HSGP program .
Respectfully,
Esther Son
Grants and Contracts Manager
Division of Homeland Security and Emergency
Management
Colorado Department of Public Safety
9195 E. Mineral Avenue , Suite 200
Centennial , CO 80112
720.852.6627 Office I 303 . 947 . 7701 Mobile
720.852.6768 Fax
Ezzie Michaels
Director, Office of Grants Management
Division of Homeland Securi ty and Emergency
Management
Colorado Department of Public Safety
9195 E. Mineral Avenue , Suite 200
Centennial , CO 80112
720.852 .6607 Office I 720 .539.1138 Mobile
720.852 .6768 Fax
700 Ki plin g Street Suit e 1000 , Lake wood , CO 80215 cdps web .s t ate.co .us
John W. Hickenlooper , Governor I Stan Hilkey , Executive Director
STATE OF COLORADO GRANT AGREEMENT
SIGNATURE AND COVER PAGE
State Agency Agreement Maximum Amount
Department of Public Safety $2,400,000.00
Grantee Agreement Performance Beginning Date
The City and County of Denver Effective Date
Initial Agreement Expiration Date
August 31, 2021
Agreement Number Fund Expenditure End Date
CMS Number: 113348 August 31, 2021
Encumbrance#: 18UAS19DEN Agreement Description
Subrecipient DUNS#: 022570793 Support preparedness activities to build and sustain core
Federal Award Identification# (FAIN): EMW-20 l 8-SS-00058 capabilities across the Prevention, Protection, Mitigation,
Total Amount of the Federal Award: $6,980,000 Response, and Recovery mission areas essential to
Federal Award Date August 16, 2018 achieving the National Preparedness Goal of a secure and
Name ofFederal Awarding Agency : DHS/FEMA resilient Nation.
CFDA 97 .067 Homeland Security Grant Program
Identification if the Award is for R&D : No
THE PARTIES HERETO HA VE EXECUTED THIS CONTRACT
Each person signing this Agreement represents and warrants that he or she is duly authorized to execute this Agreement and
to bind the Party authorizing his or her signature .
GRANTEE ST A TE OF COLORADO
THE CITY AND COUNTY OF DENVER John W . Hickenlooper, Governor
Department of Public Safety,
By: Division of Homeland Security and Emergency Management
Kevin R. Klein, Director
Title:
*Signature By: Kevin R. Klein, Director
Date: Date:
2nd Grantee Signature ifNeeded LEGAL REVIEW
Cynthia H. Coffman, Attorney General
By:
Title:
By: Assistant Attorney General
*Signature Date:
Date:
In accordance with §24-30-202 C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an
authorized delegate.
ST ATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: Colorado Department of Public Safety, Ezra Michaels, Office of Grants Management Director
Effective Date:
UASI Encumbrance # 18UAS19DEN
TABLE OF CONTENTS
SIGNATURE AND COVER PAGE ......................................................................................... 1
1. PARTIES ................................................................................................................................... 3
2. TERM AND EFFECTIVE DATE ............................................................................................. 3
3. AUTHORITY ............................................................................................................................ 4
4. DEFINITIONS .......................................................................................................................... 4
5. STATEMENT OF WORK ........................................................................................................ 7
6. PAYMENTS TO GRANTEE .................................................................................................... 7
7. REPORTING-NOTIFICATION ........................................................................................... 10
8. GRANTEE RECORDS ........................................................................................................... 11
9. CONFIDENTIAL INFORMATION-STATE RECORDS ...................................................... 11
10. CONFLICTS OF INTEREST .................................................................................................. 13
11. INSURANCE .......................................................................................................................... 13
12. BREACH ................................................................................................................................. 15
13. REMEDIES ............................................................................................................................. 16
14. DISPUTE RESOLUTION ....................................................................................................... 17
15. NOTICES AND REPRESENTATIVES ................................................................................. 18
16. RIGHTS IN WORK PRODUCT AND OTHERINFORMATION ........................................ 18
17. GOVERNMENTAL IMMUNITY .......................................................................................... 19
18. STATEWIDE CONTRACT MANAGEMENT SYSTEM ..................................................... 19
19 . GENERAL PROVISIONS ...................................................................................................... 20
20. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1) ....................... 22
EXHIBIT A, STATEMENT OF WORK .................................................................................. 1
EXHIBIT B , BUDGET ............... ,. ............................................................................................. 1
EXHIBIT C, SAMPLE OPTION LETTER (FORM 1) ............................................................ 1
EXHIBIT D, FEDERAL PROVISIONS ................................................................................... 1
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1. PARTIES
This Agreement is entered into by and between Grantee named on the Signature and Cover Page
for this Agreement (the "Grantee"), and the STATE OF COLORADO acting by and through the
State agency named on the Signature and Cover Page for this Agreement (the "State). Grantee and
the State agree to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds
shall be expended by the Fund Expenditure End Date shown on the Signature and Cover Page
for this Agreement. The State shall not be bound by any provision of this Agreement before
the Effective Date, and shall have no obligation to pay Grantee for any Work performed or
expense incurred before the Effective Date, or after the Fund Expenditure End Date.
B. Initial Term
The Parties' respective performances under this Agreement shall commence on the
Agreement Performance Beginning Date shown on the Signature and Cover Page for this
Agreement and shall terminate on the Initial Agreement Expiration Date shown on the
Signature and Cover Page for this Agreement (the "Initial Term") unless sooner terminated
or further extended in accordance with the terms of this Agreement.
C. Extension Terms -State 's Option
The State, at its discretion, shall have the option to extend the performance under this
Agreement beyond the Initial Term for a period , or for successive periods, of 1 year or less
at the same rates and under the same terms specified in the Agreement ( each such period an
"Extension Term"). In order to exercise this option, the State shall provide written notice to
Grantee in a form substantially equivalent to Exhibit C.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in place,
the State, at its discretion, upon written notice to Grantee as provided in §15, may unilaterally
extend such Initial Term or Extension Term for a period not to exceed 2 months (an "End of
Term Extension"), regardless of whether additional Extension Terms are available or not.
The provisions of this Agreement 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 Agreement or modification extending the total term of the
Agreement.
E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado
as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to
further the public interest of the State, the State, in its discretion, may terminate this
Agreement in whole or in part. This subsection shall not apply to a termination of this
Agreement by the State for breach by Grantee, which shall be governed by §13.A.i.
1. Method and Content
The State shall notify Grantee of such termination in accordance with §15. The notice
shall specify the effective date of the termination and whether it affects all or a portion
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of this Agreement.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Grantee shall
be subject to §13.A.i.a.
m. Payments
If the State terminates this Agreement in the public interest, the State shall pay Grantee
an amount equal to the percentage of the total reimbursement payable under this
Agreement that corresponds to the percentage of Work satisfactorily completed and
accepted, as determined by the State, less payments previously made. Additionally, if
this Agreement is less than 60% completed, as determined by the State, the State may
reimburse Grantee for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Grantee which are directly attributable
to the uncompleted portion of Grantee's obligations, provided that the sum of any and
all reimbursement shall not exceed the maximum amount payable to Grantee hereunder.
F . Grantee's Termination Under Federal Requirements
Grantee may request termination of this Grant by sending notice to the State, or to the Federal
Awarding Agency with a copy to the State, which includes the reasons for the termination
and the effective date of the termination. If this Grant is terminated in this manner, then
Grantee shall return any advanced payments made for work that will not be performed prior
to the effective date of the termination.
3. AUTHORITY
Authority to enter into this Agreement exists in the law as follows:
A. Federal Authority
Authority to enter into this Grant exists in the Homeland Security Act of2002 through CFDA
97.067, funds have been budgeted, appropriated , and otherwise made available pursuant to
said Act; and as sufficient unencumbered for remaining payment.
B. State Authority
Authority to enter into this Grant exists in CRS §24-1-128.6, funds have been budgeted,
appropriated and otherwise made available pursuant to said statute; and a sufficient
unencumbered balance remains available for payment. Required approvals, clearance and
coordination have been accomplished from and with appropriate agencies.
PURPOSE
Grant funds are hereby made available for the purpose of enhancing Homeland Security and
Emergency Management related Prevention, Protection, Mitigation, Response and Recovery
capabilities throughout the State, as more specifically described in the Statement of Work, attached
as Exhibit A.
4. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Agreement" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto .
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B. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a
Federal Award. The terms and conditions of the Federal Award flow down to the Award
unless the terms and conditions of the Federal Award specifically indicate otherwise .
C. "Budget" means the budget for the Work described in Exhibit B.
D . "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 .
E. "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 .
F. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S.
G. "Effective Date" means the date on which this Agreement is approved and signed by the
Colorado State Controller or designee, as shown on the Signature and Cover Page for this
Agreement.
H. "End of Term Extension" means the time period defined in §2.D
I. "Exhibits" means the following exhibits attached to this Agreement:
i. Exhibit A , Statement of Work.
ii. Exhibit B, Budget.
111. Exhibit C , Sample Option Letter (Form 1).
iv. Exhibit D , Federal Provisions.
J. "Extension Term" means the time period defined in §2.C
K. "Federal Award" means an award of Federal financial assistance or a cost-reimbursement
contract, under the Federal Acquisition Regulations or by a formula or block grant, by a
Federal Awarding Agency to the Recipient. "Federal Award" also means an agreement
setting forth the terms and conditions of the Federal Award. The term does not include
payments to a contractor or payments to an individual that is a beneficiary of a Federal
program .
L. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a
Recipient. U.S. Department of Homeland Security (DHS) / Federal Emergency Management
Agency (FEMA) is the Federal Awarding Agency for the Federal Award which is the subject
of this Agreement.
M. "Goods" means any movable material acquired, produced, or delivered by Grantee as set
forth in this Agreement and shall include any movable material acquired, produced, or
delivered by Grantee in connection with the Services .
N . "Grant Funds" means the funds that have been appropriated, designated , encumbered , or
otherwise made available for payment by the State under this Agreement.
0. "Incident" means any accidental or deliberate event that results in or constitutes an imminent
threat of the unauthorized access or disclosure of State Confidential Information or of the
unauthorized modification, disruption, or destruction of any State Records.
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P. "Initial Term" means the time period defined in §2.B
Q. "Matching Funds" means the funds provided Grantee as a match required to receive the
Grant Funds.
R. "Party" means the State or Grantee, and "Parties" means both the State and Grantee.
S. "PCI" means payment card information including any data related to credit card holders'
names , credit card numbers, or the other credit card information as may be protected by state
or federal law.
T. "PII" means personally identifiable information including, without limitation, any
information maintained by the State about an individual that can be used to distinguish or
trace an individual 's identity, such as name, social security number, date and place of birth ,
mother's maiden name, or biometric records; and any other information that is linked or
linkable to an individual, such as medical, educational, financial, and employment
information. PII includes, but is not limited to, all information defined as personally
identifiable information in §24-72-501 C.R.S .
U. "Pffi" means any protected health information, including, without limitation any information
whether oral or recorded in any form or medium: (i) that relates to the past, present or future
physical or mental condition of an individual ; the provision of health care to an individual;
or the past, present or future payment for the provision of health care to an individual ; and
(ii) that identifies the individual or with respect to which there is a reasonable basis to believe
the information can be used to identify the individual. PHI includes, but is not limited to, any
information defined as Individually Identifiable Health Information by the federal Health
Insurance Portability and Accountability Act.
V . "Recipient" means the State agency shown on the Signature and Cover Page of this
Agreement, for the purposes of this Federal Award.
W. "Services" means the services to be performed by Grantee as set forth in this Agreement, and
shall include any services to be rendered by Grantee in connection with the Goods.
X. "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 the CORA; (ii) is already known to Contractor without restrictions at
the time of its disclosure by 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.
Y. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a) C.R.S.
Z. "State Fiscal Year" means a 12 month period beginning on Jul y 1 of each calendar year and
ending on June 30 of t he following calendar year. If a single calendar year follows the term,
then it means the State Fiscal Year ending in that calendar year .
AA. "State Records" means any and all State data, information , and records , regardless of
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physical form, including, but not limited to , information subject to disclosure under CORA.
BB . "Subcontractor" means third-parties, if any , engaged by Grantee to aid in performance of
the Work. "Subcontractor" also includes sub-grantees of grant funds.
CC. "Subrecipient" means a non-Federal entity that receives a sub-award from a Recipient to
carry out part of a Federal program , but does not include an individual that is a beneficiary
of such program . A Subrecipient may also be a recipient of other Federal Awards directly
from a Federal Awarding Agency. For the purposes of this Agreement, Grantee is a
Subrecipient.
DD. "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 .
EE . "Uniform Guidance" means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles , and Audit Requirements for Federal Awards , 2 CFR Part 200 ,
commonly known as the "Super Circular, which supersedes requirements from 0MB
Circulars A-21, A-87 , A-110 , A-122 , A-89 , A-102 , and A-133 , and the guidance in Circular
A-50 on Single Audit Act follow-up .
FF . "Work" means the delivery of the Goods and performance of the Services described in this
Agreement.
GG. "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 , information, 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 Agreement that is defined in an Exhibit shall be construed and
interpreted as defined in that Exhibit.
s. STATEMENT OF WORK
Grantee shall complete the Work as described in this Agreement and in accordance with the
provisions of Exhibit A. The State shall have no liability to compensate Grantee for the deli very
of any goods or the performance of any services that are not specifically set forth in this Agreement.
6. PAYMENTS TO GRANTEE
A. Maximum Amount
Payments to Grantee are limited to the unpaid , obligated balance of the Grant Funds. The
State shall not pay Grantee any amount under this Agreement that exceeds the Agreement
Maximum for each State Fiscal Year shown on the Signature and Cover Page of this
Agreement.
B . Payment Procedures
1. Invoices and Payment
a. The State shall pay Grantee in the amounts and in accordance with the schedule
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and other conditions set forth in Exhibit A.
b. Grantee shall initiate payment requests by invoice to the State, in a form and
manner approved by the State.
c. 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 Grantee 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
Grantee shall make all changes necessary to correct that invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work
performed or deliverables provided under the Agreement.
11. 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.
Grantee 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.
iii. Payment Disputes
If Grantee disputes any calculation, determination or amount of any payment, Grantee
shall notify the State in writing of its dispute within 30 days following the earlier to
occur of Grantee'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 Grantee 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. ·
iv. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the
current State Fiscal Year. Payment to Grantee beyond the current State Fiscal Year is
contingent on the appropriation and continuing availability of Grant 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 Grant Funds, the
State's obligation to pay Grantee shall be contingent upon such non-State funding
continuing to be made available for payment. Payments to be made pursuant to this
Agreement shall be made only from Grant Funds, and the State's liability for such
payments shall be limited to the amount remaining of such Grant Funds. If State, federal
or other funds are not appropriated, or otherwise become unavailable to fund this
Agreement, the State may, upon written notice, terminate this Agreement, 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
Agreement were terminated in the public interest as described in §2.E.
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v. Erroneous Payments
The State may recover, at the State's discretion, payments made to Grantee in error for
any reason, including, but not limited to, overpayments or improper payments, and
unexpended or excess funds received by Grantee. The State may recover such payments
by deduction from subsequent payments under this Agreement, deduction from any
payment due under any other contracts, grants or agreements between the State and
Grantee, or by any other appropriate method for collecting debts owed to the State. The
close-out of a Federal Award does not affect the right of the Federal Awarding Agency
or the State to disallow costs and recover funds on the basis of a later audit or other
review. Any cost disallowance recovery is to be made within the Record Retention
Period, as defined below.
vi. Retroactive Payments
The State shall pay Pre-award Cost only if (1) the Federal Emergency Management
Agency Notice of Award allows reimbursement for Pre-award Costs by a Grantee or
Subrecipient from Federal Funds or Matching Funds, or (2) the Pre-award Costs have
been specifically detailed in Grantee's grant application, authorized by the State and
incorporated in the Budget for the Work described in Exhibit A. Any such retroactive
payments shall comply with State Fiscal Rules and grantee and any Subrecipient shall
have complied with all federal laws, rules and regulations applicable to the Work before
the State shall make such payments. Grantee shall initiate any retroactive payment
request by submitting invoices to the State that set out Grantee's compliance with the
provisions of this Grant.
v11. Advance, Interim and Final Payments
Any advance payment allowed under this Grant or in Exhibit A shall comply with State
Fiscal Rules and be made in accordance with the provisions of this Grant or such
Exhibit. Grantee shall initiate any payment requests by submitting invoices or
reimbursement requests (referred to as "invoices" herein) to the State in the form and
manner set forth and approved by the State. If permitted by the federal Program, the
State may pay certain eligible, Pre-award Costs incurred within the applicable federal
grant period from Federal Funds or Matching Funds.
C. Reimbursement of Grantee Costs.
The State shall reimburse Grantee's allowable costs, not exceeding the maximum total
amount described in Exhibit A and §6 for all allowable costs described in this Grant and
shown in the Budget, except that Grantee may adjust the amounts between each line item of
the Budget without formal modification to this Agreement as long as the Grantee provides
notice to the State of the change, the change does not modify the total maximum amount of
this Agreement or the maximum amount for any state fiscal year, and the change does not
· modify any requirements of the Work. The State shall reimburse Grantee for the federal share
of properly documented allowable costs related to the Work after review and approval
thereof, subject to the provisions of this Agreement and Exhibit A. However, any costs
incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific
allowance of pre-award costs and indication that the Federal Award funding is retroactive.
Grantee's costs for Work performed after the Fund Expenditure End Date shown on the
Signature and Cover Page for this Agreement, or after any phase performance period end
date for a respective phase of the Work, shall not be reimbursable. The State shall only
reimburse allowable costs described in this Contract and shown in the Budget if those costs
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are:
1. Reasonable and necessary to accomplish the Work and for the Goods and Services
provided; and
ii. Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value
received by Grantee that reduce the cost actually incurred).
D. Close-Out.
Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown
on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall
submit to the State all deliverables (including documentation) as defined in this Agreement
and Grantee's final reimbursement request or invoice. The State will withhold 5% of
allowable costs until all final documentation has been submitted and accepted by the State as
substantially complete. If the Federal Awarding Agency has not closed this Federal Award
within 1 year and 90 days after the Fund Expenditure End Date shown on the Signature and
Cover Page for this Agreement due to Grantee's failure to submit required documentation,
then Grantee may be prohibited from applying for new Federal Awards through the State
until such documentation is submitted and accepted.
7. REPORTING-NOTIFICATION
A. Quarterly Reports.
In addition to any reports required pursuant to §18 or pursuant to any other Exhibit, for any
Agreement having a term longer than 3 months, Grantee shall submit, on a quarterly basis, a
written report specifying progress made for each specified performance measure and standard
in this Agreement. 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 5
Business Days following the end of each calendar quarter or at such time as otherwise
specified by the State.
B. Litigation Reporting
If Grantee 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 Agreement or may affect Grantee 's ability to perform its obligations under this
Agreement, Grantee 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 in §15.
C. Performance and Final Status
Grantee shall submit all financial, performance and other reports to the State no later than 45
calendar days after the end of the Initial Term if no Extension Terms are exercised, or the
final Extension Term exercised by the State, containing an evaluation and review of Grantee's
performance and the final status of Grantee's obligations hereunder.
D. Violations Reporting
Grantee shall disclose, in a timely manner, in writing to the State and the Federal Awarding
Agency, all violations of federal or State criminal law involving fraud, bribery, or gratuity
violations potentially affecting the Federal Award. The State or the Federal Awarding
Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31
U.S.C. 3321, which may include, without limitation, suspension or debarment.
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s. GRANTEE RECORDS
A. Maintenance
Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a
complete file of all records, documents, communications, notes and other written materials,
electronic media files, and communications, pertaining in any manner to the Work or the
delivery of Services (including, but not limited to the operation of programs) or Goods
hereunder. Grantee shall maintain such records for a period (the "Record Retention Period")
of three years following the date of submission to the State of the final expenditure report, or
if this Award is renewed quarterly or annually, from the date of the submission of each
quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award
starts before expiration of the Record Retention Period, the Record Retention Period shall
extend until all litigation, claims, or audit findings have been resolved and final action taken
by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant
agency for audit, oversight or indirect costs , and the State, may notify Grantee in writing that
the Record Retention Period shall be extended. For records for real property and equipment,
the Record Retention Period shall extend three years following final disposition of such
property.
B. Inspection
Grantee shall permit the State to audit, inspect, examine, excerpt, copy and transcribe Grantee
Records during the Record Retention Period. Grantee shall make Grantee Records available
during normal business hours at Grantee's office or place of business, or at other mutually
agreed upon times or locations, upon no fewer than 2 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.
C. Monitoring
The State will monitor Grantee's performance of its obligations under this Agreement using
procedures as determined by 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 that governmental
entity. Grantee shall allow the State to perform all monitoring required by the Uniform
Guidance, based on the State's risk analysis of Grantee and this Agreement. The State shall
monitor Grantee's performance in a manner that does not unduly interfere with Grantee's
performance of the Work.
D. Final Audit Report
Grantee shall promptly submit to the State a copy of any final audit report of an audit
performed on Grantee's records that relates to or affects this Agreement or the Work, whether
the audit is conducted by Grantee or a third party. Additionally, if Grantee is required to
perform a single audit under 2 CFR 200.501, et. seq., then Grantee shall submit a copy of the
results of that audit to the State within the same timelines as the submission to the federal
government.
9. CONFIDENTIAL INFORMATION-STATE RECORDS
A. Confidentiality
Grantee shall hold and maintain, and cause all Subcontractors to hold and maintain, any and
all State Records that the State provides or makes available to Grantee for the sole and
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exclusive benefit of the State, unless those State Records are otherwise publicly available at
the time of disclosure. Grantee shall not, without prior written approval of the State, use for
Grantee 's own benefit, publish, copy, or otherwise disclose to any third party, or permit the
use by any third party for its benefit or to the detriment of the State, any State Records, except
as otherwise stated in this Agreement. Grantee 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
including, without limitation: (i) the most recently promulgated IRS Publication 1075 for all
Tax Information, (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 en, and (iv) the federal Health Insurance Portability and
Accountability Act for all PHI and the HIP AA Business Associate Addendum attached to
this Contract. Grantee shall immediately forward any request or demand for State Records to
the State 's principal representative .
B. Other E ntity Access and Nondisclosure Agreements
Grantee 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 Agreement. Grantee shall ensure all such agents, employees , assigns ,
and Subcontractors sign nondisclosure agreements at least as protective as those in this
Agreement, and that the nondisclosure agreements are in force at all times the agent,
employee , assign or Subcontractor has access to any State Confidential Information. Grantee
shall provide copies of those signed nondisclosure restrictions to the State upon request.
C . Use, Security, and Retention
Grantee shall use, hold and maintain State Confidential Information in compliance with any
and all applicable laws and regulations in facilities located within the United States , and shall
maintain a secure environment that ensures confidentiality of all State Confidential
Information wherever located. Grantee shall provide the State with access, subject to
Grantee '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 Agreement, Grantee shall return State Records provided
to Grantee or destroy such State Records and certify to the State that it has done so, as directed
by the State. If Grantee is prevented by law or regulation from returning or destroying State
Confidential Information , Grantee warrants it will guarantee the confidentiality of, and cease
to use , such State Confidential Information .
D. Incident Notice and Remediation
If Grantee becomes aware of any Incident, it 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 Grantee can establish that none of Grantee or any of its
agents , employees, assigns or Subcontractors are the cause or source of the Incident, Grantee
shall be responsible for the cost of notifying each person who may have been impacted by
the Incident. After an Incident, Grantee 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
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sole discretion and Grantee shall make all modifications as directed by the State . If Grantee
cannot produce its analysis and plan within the allotted time, the State, in its sole discretion,
may perform such analysis and produce a remediation plan, and Grantee shall reimburse the
State for the reasonable costs thereof.
E. Compliance
Grantee shall review , on a semi-annual basis , all OIS policies and procedures which OIS has
promulgated pursuant to CRS §§ 24-37 .5-401 through 406 and 8 CCR§ 1501-5 and posted
at http://oit.state.co.us/ois , to ensure compliance with the standards and guidelines published
therein. Grantee shall cooperate , and shall cause its Subcontractors to cooperate, with the
performance of security audit and penetration tests by OIS or its designee .
F. Safeguarding PII
If Grantee or any of its Subcontractors will or may receive PII under this Contract, Grantee
shall provide for the security of such PII, in a form acceptable to the State, including, without
limitation, non-disclosure , use of appropriate technology, security practices , computer access
security, data access security, data storage encryption, data transmission encryption, security
inspections , and audits. Grantee shall take full responsibility for the security of all PII in its
possession or in the possession of its Subcontractors, and shall hold the State harmless for
any damages or liabilities resulting from the unauthorized disclosure or loss thereof.
10. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Grantee shall not engage in any business or activities, or maintain any relationships that
conflict in any way with the full performance of the obligations of Grantee under this
Agreement. Such a conflict of interest would arise when a Grantee or Subcontractor 's
employee, officer or agent were to offer or provide any tangible personal benefit to an
emplo yee of the State , or any member of his or her immediate family or his or her partner,
related to the award of, entry into or management or oversight of this Agreement.
B. Apparent Conflicts oflnterest
Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict
of interest shall be harmful to the State 's interests. Absent the State's prior written approval ,
Grantee shall refrain from any practices , activities or relationships that reasonably appear to
be in conflict with the full performance of Grantee's obligations under this Agreement.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises , or if Grantee is uncertain whether a conflict
or the appearance of a conflict has arisen , Grantee shall submit to the State a disclosure
statement setting forth the relevant details for the State 's consideration. Failure to promptly
submit a disclosure statement or to follow the State 's direction in regard to the actual or
apparent conflict constitutes a breach of this Agreement.
11. INSURANCE
Grantee shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain,
insurance as specified in this section at all times during the term of this Agreement. All insurance
policies required by this Agreement that are not provided through self-insurance shall be issued by
insurance companies with an A.M. Best rating of A-VIII or better.
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A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Grantee or Subcontractor employees acting within the course and
scope of their employment.
B. General Liability
Commercial general liability insurance written on an Insurance Services Office occurrence
form, covering premises operations, fire damage, independent contractors, products and
completed operations, blanket contractual liability, personal injury, and advertising liability
with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
1v. $50,000 and 1 fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non-owned
autos) with a minimum limit of $1,000,000 each accident combined single limit.
D. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PU, PHI, PCI,
Tax Information, and CJI, and claims based on alleged violations of privacy rights through
improper use or disclosure of protected information with minimum limits as follows :
i. $1 ,000 ,000 each occurrence ; and
ii. $2 ,000,000 general aggregate .
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
1. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Additional Insured
The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed
operations) required of Grantee and Subcontractors.
G . Primacy of Coverage
Coverage required of Grantee and each Subcontractor shall be primary over any insurance or
self-insurance program carried by Grantee or the State.
H. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or non-
renewal, except for cancellation based on non-payment of premiums, without at least 30 days
prior notice to Grantee and Grantee shall forward such notice to the State in accordance with
§15 within 7 days of Grantee's receipt of such notice.
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I. Subrogation Waiver
All commercial insurance policies secured or maintained by Grantee or its Subcontractors in
relation to this Agreement shall include clauses stating that each carrier shall waive all rights
of recovery under subrogation or otherwise against Grantee or the State, its agencies,
institutions , organizations, officers, agents, employees, and volunteers.
J. Public Entities
If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity
Act, §24-10-101, et seq., C.R.S . (the "GIA"), Grantee shall maintain, in lieu of the liability
insurance requirements stated above , at all times during the term of this Contract such liability
insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under
the GIA . If a Subcontractor is a public entity within the meaning of the GIA , Grantee shall
ensure that the Subcontractor maintain at all times during the terms of this Grantee , in lieu of
the liability insurance requirements stated above, such liability insurance, by commercial
policy or self-insurance , as is necessary to meet the Subcontractor 's obligations under the
GIA.
K. Certificates
For each commercial insurance plan provided by Grantee under this Agreement, Grantee
shall provide to the State certificates evidencing Grantee's insurance coverage required in
this Agreement within 7 Business Days following the Effective Date. Grantee shall provide
to the State certificates evidencing Subcontractor insurance coverage required under this
Agreement within 7 Business Days following the Effective Date, except that, if Grantee 's
subcontract is not in effect as of the Effective Date, Grantee shall provide to the State
certificates showing Subcontractor insurance coverage required under this Agreement within
7 Business Days following Grantee 's execution of the subcontract. No later than 15 days
before the expiration date of Grantee 's or any Subcontractor 's coverage, Grantee shall deliver
to the State certificates of insurance evidencing renewals of coverage. At any other time
during the term of this Agreement, upon request by the State, Grantee shall , within 7 Business
Days following the request by the State , supply to the State evidence satisfactory to the State
of compliance with the provisions of this §11.
12. BREACH
A. Defined
The failure of a Party to perform any of its obligations in accordance with this Agreement, in
whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of
proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against
Grantee, or the appointment of a receiver or similar officer for Grantee 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 .
B. Notice and Cure Period
In the event of a breach , the aggrieved Party shall give written notice of breach to the other
Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after
the delivery of written notice, the Party may exercise any of the remedies as described in §13
for that Party. Notwithstanding any provision of this Agreement to the contrary, the State , in
its discretion, need not provide notice or a cure period and may immediately terminate this
Agreement in whole or in part or institute any other remedy in the Agreement in order to
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protect the public interest of the State.
13. REMEDIES
A. State's Remedies
If Grantee is in breach under any provision of this Agreement and fails to cure such breach,
the State, following the notice and cure period set forth in §12.B., shall have all of the
remedies listed in this §13.A. in addition to all other remedies set forth in this Agreement or
at law. The State may exercise any or all of the remedies available to it, in its discretion ,
concurrently or consecutively.
1. Termination for Breach
In the event of Grantee 's uncured breach, the State may terminate this entire Agreement
or any part of this Agreement. Additionally , if Grantee fails to comply with any terms
of the Federal Award, then the State may, in its discretion or at the direction of a Federal
Awarding Agency, terminate this entire Agreement or any part of this Agreement.
Grantee shall continue performance of this Agreement to the extent not terminated, if
any.
a. Obligations and Rights
To the extent specified in any termination notice, Grantee shall not incur further
obligations or render further performance past the effective date of such notice,
and shall terminate outstanding orders and subcontracts with third parties.
However, Grantee shall complete and deliver to the State all Work not cancelled
by the termination notice , and may incur obligations as necessary to do so within
this Contract's terms . At the request of the State, Grantee shall assign to the State
all of Grantee's rights , title , and interest in and to such terminated orders or
subcontracts. Upon termination, Grantee shall take timely, reasonable and
necessary action to protect and preserve property in the possession of Grantee but
in which the State has an interest. At the State 's request, Grantee shall return
materials owned by the State in Grantee 's possession at the time of any
termination. Grantee shall deliver all completed Work Product and all Work
Product that was in the process of completion to the State at the State 's request.
b . Payments
Notwithstanding anything to the contrary , the State shall only pay Grantee for
accepted Work received as of the date of termination. If, after termination by the
State, the State agrees that Grantee was not in breach or that Grantee's action or
inaction was excusable, such termination shall be treated as a termination in the
public interest , and the rights and obligations of the Parties shall be as if this
Agreement had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Grantee shall remain
liable to the State for any damages sustained by the State in connection with any
breach by Grantee, and the State may withhold payment to Grantee for the purpose
of mitigating the State 's damages until such time as the exact amount of damages
due to the State from Grantee is determined. The State may withhold any amount
that may be due Grantee as the State deems necessary to protect the State against
loss including, without limitation, loss as a result of outstanding liens and excess
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costs incurred by the State in procuring from third parties replacement Work as
cover.
11. Remedies Not Involving Termination
The State, in its discretion , may exercise one or more of the following additional
remedies :
a . Suspend Performance
Suspend Grantee 's performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Grantee to an
adjustment in price or cost or an adjustment in the performance schedule. Grantee
shall promptly cease performing Work and incurring costs in accordance with the
State 's directive, and the State shall not be liable for costs incurred by Grantee
after the suspen~ion of performance.
b. Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Grantee 's actions or
inactions, cannot be performed or if they were performed are reasonably of no
value to the state; provided, that any denial of payment shall be equal to the value
of the obligations not performed.
d . Removal
Demand immediate removal from the Work of any of Grantee 's employees ,
agents , or Subcontractors from the Work whom the State deems incompetent,
careless , insubordinate, unsuitable, or otherwise unacceptable or whose continued
relation to this Agreement is deemed by the State to be contrary to the public
interest or the State 's best interest.
e . Intellectual Property
If any Work infringes a patent, copyright, trademark, trade secret or other
intellectual property right, Grantee shall , as approved by the State (a) secure that
right to use such Work for the State or Grantee ; (b) replace the Work w ith
noninfringing Work or modify the Work so that it becomes noninfringing; or, (c)
remove any infringing Work and refund the amount paid for such Work to the
State .
B. Grantee 's Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach,
Grantee, following the notice and cure period in §12.B and the dispute resolution process in
§14 shall have all remedies available at law and equity.
14. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this
Agreement which cannot be resolved by the designated Agreement representatives shall be
referred in writing to a senior departmental management staff member designated by the State
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and a senior manager designated by Grantee for resolution.
B. Resolution of Controversies
If the initial resolution described in §14.A fails to resolve the dispute within 10 Business
Days, Grantee shall submit any alleged breach of this Agreement by the State to the
purchasing director of Department of Public Safety (RAA) for resolution following the same
resolution of controversies process as described in §§24-109-101 .5, 24-109-106, 24-109-107,
and 24-109-201 through 24-109-206 C .R.S., (the "Resolution Statutes "), except that if
Grantee wishes to challenge any decision rendered by the purchasing director, Grantee's
challenge shall be an appeal to the executive director of the Department of Personnel and
Administration, or their delegate , in the same manner as described in the Resolution Statutes
before Grantee pursues any further action. Except as otherwise stated in this Section, all
requirements of the Resolution Statutes shall apply including, without limitation, time
limitations regardless of whether the Colorado Procurement Code applies to this Agreement.
15. NOTICES AND REPRESENTATIVES
Each individual identified below shall be the principal representative of the designating Party. All
notices required or permitted to be given under this Agreement shall be in writing, and shall be
delivered (i) by hand with receipt required , (ii) by certified or registered mail to such Party's
principal representative at the address set forth below or (iii) as an email with read receipt requested
to the principal representative at the email address , if any, set forth below. If a Party delivers a
notice to another through email and the email is undeliverable, then, unless the Party has been
provided with an alternate email contact, the Party delivering the notice shall deliver the notice by
hand with receipt required or by certified or registered mail to such Party's principal representative
at the address set forth below. Either Party may change its principal representative or principal
representative contact information by notice submitted in accordance with this §15 without a
formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall
be effective upon delivery of the written notice.
For the State:
Esther Son , Grants and Contracts Manager
Department of Public Safety ,
Division of Homeland Security and Emergency
Management
9195 E. Mineral Avenue , Suite 200
Centennial , CO 80112
Esther .Son @state.co.us
For Grantee:
Lin Bonesteel , Program Manager
Office of Emergency Management
101 West Colfax A venue, Floor 7
Denver, CO 80202
Linda.Bonesteel @denvergov.org
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
i. Copyrights
To the extent that the Work Product ( or any portion of the Work Product) would not be
considered works made for hire under applicable law, Grantee hereby assigns to the
State, the entire right, title, and interest in and to copyrights in all Work Product and all
works based upon, derived from, or incorporating the Work Product; all copyright
applications, registrations , extensions, or renewals relating to all Work Product and all
works based upon, derived from, or incorporating the Work Product; and all moral
rights or similar rights with respect to the Work Product throughout the world. To the
extent that Grantee cannot make any of the assignments required by this section,
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Grantee hereby grants to the State a perpetual, irrevocable, royalty-free license to use,
modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative
works of the Work Product and all works based upon, derived from, or incorporating
the Work Product by all means and methods and in any format now known or invented
in the future. The State may assign and license its rights under this license.
ii. Assignments and Assistance
Whether or not Grantee is under contract with the State at the time, Grantee shall
execute applications, assignments, and other documents, and shall render all other
reasonable assistance requested by the State, to enable the State to secure patents,
copyrights, licenses and other intellectual property rights related to the Work Product.
The Parties intend the Work Product to be works made for hire. Grantee assigns to the
State and its successors and assigns, the entire right, title, and interest in and to all
causes of action, either in law or in equity, for past, present, or future infringement of
intellectual property rights related to the Work Product and all works based on, derived
from, or incorporating the Work Product.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State
Records, State software, research , reports , studies, photographs , negatives or other
documents , drawings, models, materials, data and information shall be the exclusive property
of the State (collectively, "State Materials "). Grantee shall not use, willingly allow, cause or
permit Work Product or State Materials to be used for any purpose other than the performance
of Grantee's obligations in this Agreement without the prior written consent of the State.
Upon termination of this Agreement for any reason, Grantee shall provide all Work Product
and State Materials to the State in a form and manner as directed by the State.
C. Exclusive Property of Grantee
Grantee retains the exclusive rights , title, and ownership to any and all pre-existing materials
owned or licensed to Grantee including, but not limited to , all pre-existing software, licensed
products, associated source code, machine code, text images , audio and/or video, and third-
party materials, delivered by Grantee under the Contract, whether incorporated in a
Deliverable or necessary to use a Deliverable (collectively, "Grantee Property"). Grantee
Property shall be licensed to the State as set forth in this Contract or a State approved license
agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the
applicable third-party vendor, or (iii) in the case of open source software , the license terms
set forth in the applicable open source license agreement.
17. GOVERNMENT AL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments , boards, commissions committees, bureaus , offices , employees and officials shall be
controlled and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S .C. Pt. VI,
Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes , §§24-30-1501 , et seq .
C.R.S.
18. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Grantee under this Agreement is $100,000 or greater, either on
the Effective Date or at any time thereafter, this §19 shall apply. Grantee agrees to be governed by
and comply with the provisions of §24-102-205 , §24-102-206, §24-103-601, §24-103.5-101 and
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§24-105-102 C.R.S. regarding the monitoring of vendor performance and the reporting of
Agreement performance information in the State's Agreement management system ("Contract
Management System" or "CMS"). Grantee's performance shall be subject to evaluation and review
in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS,
and State Fiscal Rules and State Controller policies.
19. GENERAL PROVISIONS
A. Assignment
Grantee's rights and obligations under this Agreement are personal and may not be
transferred or assigned without the prior, written consent of the State . Any attempt at
assignment or transfer without such consent shall be void. Any assignment or transfer of
Grantee 's rights and obligations approved by the State shall be subject to the provisions of
this Agreement.
B. Subcontracts
Grantee shall submit to the State a copy of each such subgrant or subcontract upon request
by the State. All subgrants and subcontracts entered into by Grantee in connection with this
Agreement shall comply with all applicable federal and state laws and regulations , shall
provide that they are governed by the laws of the State of Colorado, and shall be subject to
all provisions of this Agreement. If the entity with whom Grantee enters into a subcontract
or subgrant would also be considered a Subrecipient, then the subcontract or subgrant entered
into by Grantee shall also contain provisions permitting both Grantee and the State to perform
all monitoring of that Subcontractor in accordance with the Uniform Guidance.
C. Binding Effect
Except as otherwise provided in §19.A., all provisions of this Agreement, including the
benefits and burdens , shall extend to and be binding upon the Parties ' respective successors
and assigns .
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this
Agreement and the performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall
not be used to interpret, define , or limit its provisions. All references in this Agreement to
sections (whether spelled out or using the § symbol), subsections, exhibits or other
attachments , are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original , but all of which, taken together, shall constitute one and
the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties
related to the Work, and all prior representations and understandings related to the Work , oral
or written, are merged into this Agreement. Prior or contemporaneous additions, deletions,
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or other changes to this Agreement shall not have any force or effect whatsoever, unless
embodied herein.
H . Jurisdiction and Venue
All suits or actions related to this Agreement shall be filed and proceedings held in the State
of Colorado and exclusive venue shall be in the City and County of Denver.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall
only be effective if agreed to in a formal amendment to this Agreement, properly executed
and approved in accordance with applicable Colorado State law and State Fiscal Rules.
Modifications permitted under this Agreement, other than Agreement amendments, shall
conform to the policies promulgated by the Colorado State Controller.
J. Statutes, Regulations , Fiscal Rules, and Other Authority.
Any reference in this Agreement to a statute , regulation, State Fiscal Rule, fiscal policy or
other authority shall be interpreted to refer to such authority then current, as may have been
changed or amended since the Effective Date of this Agreement.
K. Order of Precedence
In the event of a conflict or inconsistency between this Agreement and any Exhibits or
attachment such conflict or inconsistency shall be resolved by reference to the documents in
the following order of priority:
i. Exhibit D , Federal Provisions
ii . Colorado Special Provisions in §19.T of the main body of this Agreement.
iii. The provisions of the other sections of the main body of this Agreement.
1v. Exhibit A, Statement of Work.
v. Exhibit B , Budget.
vi. Exhibit C, Sample Option Letter (Form 1).
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full
force and effect, provided that the Parties can continue to perform their obligations under this
Agreement in accordance with the intent of the Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or
expiration of the Agreement shall survive the termination or expiration of the Agreement and
shall be enforceable by the other Party.
N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle
D , Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from
State and local government sales and use taxes under §§39-26-704(1), et seq . C.R.S.
(Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be
liable for the payment of any excise, sales, or use taxes, regardless of whether any political
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subdivision of the state imposes such taxes on Grantee. Grantee shall be solely responsible
for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to
have in place in connection with this Agreement.
0 . Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §19.B., this Agreement
does not and is not intended to confer any rights or remedies upon any person or entity other
than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are
reserved solely to the Parties. Any services or benefits which third parties receive as a result
of this Agreement are incidental to the Agreement, and do not create any rights fdrsuch third
parties.
P. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Agreement,
whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single
or partial exercise of any right, power, or privilege preclude any other or further exercise of
such right, power, or privilege.
Q. CORA Disclosure
To the extent not prohibited by federal law , this Agreement and the performance measures
and standards required under §24-103.5-101 C.R.S., if any, are subject to public release
through the CORA.
R. Standard and Manner of Performance
Grantee shall perform its obligations under this Agreement in accordance with the highest
standards of care, skill and diligence in Grantee 's industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations.
Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of
this Agreement, at its sole expense, all licenses, certifications, permits, and other
authorizations required to perform its obligations under this Agreement, and shall ensure that
all employees, agents and Subcontractors secure and maintain at all times during the term of
their employment, agency or Subcontractor, all license, certifications, permits and other
authorizations required to perform their obligations in relation to this Agreement.
T. Federal Provisions
Grantee shall comply with all applicable requirements of Exhibit D at all times during the
term of this Grant.
20. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1)
These Special Provisions apply to all contracts except where noted in italics.
A. CONTROLLER'S APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller
or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
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C. GOVERNMENTAL IMMUNITY.
No term or condition of this Agreement shall be construed or interpreted as a waiver, express
or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the
Colorado Governmental Immunity Act, §24-10-101 et seq. C.R.S., or the Federal Tort Claims
Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b).
D. INDEPENDENT CONTRACTOR
Grantee shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an
agent or employee of the State. Grantee and its employees and agents are not entitled to
unemployment insurance or workers compensation benefits through the State and the State
shall not pay for or otherwise provide such coverage for Grantee or any of its agents or
employees. Unemployment insurance benefits will be available to Grantee and its employees
and agents only if such coverage is made available by Grantee or a third party. Grantee shall
pay when due all applicable employment taxes and income taxes and local head taxes
incurred pursuant to this Agreement. Grantee shall not have authorization, express or implied,
to bind the State to any agreement, liability or understanding, except as expressly set forth
herein. Grantee shall (i) provide and keep in force workers' compensation and unemployment
compensation insurance in the amounts required by law, (ii) provide proof thereof when
requested by the State, and (iii) be solely responsible for its acts and those of its employees
and agents.
E. COMPLIANCE WITH LAW.
Grantee shall strictly comply with all applicable federal and State laws, rules, and regulations
in effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
F. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall
be null and void. Any provision incorporated herein by reference which purports to negate
this or any other Special Provision in whole or in part shall not be valid or enforceable or
available in any action at law, whether by way of complaint, defense, or otherwise. Any
provision rendered null and void by the operation of this provision shall not invalidate the
remainder of this Agreement, to the extent capable of execution.
G. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra-judicial body or
person . Any provision to the contrary in this Agreement or incorporated herein by reference
shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Agreement shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term
of this Agreement and any extensions, Grantee has and shall maintain in place appropriate
systems and controls to prevent such improper use of public funds. If the State determines
that Grantee is in violation of this provision, the State may exercise any remedy available at
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law or in equity or under this Agreement, including, without limitation, immediate
termination of this Agreement and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and
24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Agreement. Grantee
has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Grantee's services and Grantee shall not employ
any person having such known interests.
J. VENDOR OFFSET. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3 .5), C.R.S ., the
State Controller may withhold payment under the State's vendor offset intercept system for
debts owed to State agencies for: (i) unpaid child support debts or child support arrearages;
(ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et
seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher
Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and
(v) other unpaid debts owing to the State as a result of final agency determination or judicial
action .
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq. C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services] Grantee certifies, warrants , and agrees that it does not knowingly employ or contract
with an illegal alien who will perform work under this Agreement and will confirm the
employment eligibility of all employees who are newly hired for employment in the United
States to perform work under this Agreement, through participation in the E-Verify Program
established under Pub. L. 104-208 or the State verification program established pursuant to
§8-17.5-102(5)(c), C.R.S.; Grantee shall not knowingly employ or contract with an illegal
alien to perform work under this Agreement or enter into a contract with a Subcontractor that
fails to certify to Grantee that the Subcontractor shall not knowingly employ or contract with
an illegal alien to perform work under this Agreement. Grantee (i) shall not use E-Verify
Program or State program procedures to undertake pre-employment screening of job
applicants while this Agreement is being performed, (ii) shall notify the Subcontractor and
the contracting State agency within 3 days if Grantee has actual knowledge that a
Subcontractor is employing or contracting with an illegal alien for work under this
Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing
or contracting with the illegal alien within 3 days of receiving the notice, and (iv) shall
comply with reasonable requests made in the course of an investigation, undertaken pursuant
to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Grantee
participates in the State program, Grantee shall deliver to the contracting State agency,
Institution of Higher Education or political subdivision, a written, notarized affirmation,
affirming that Grantee has examined the legal work status of such employee, and shall
comply with all of the other requirements of the State program. If Grantee fails to comply
with any requirement of this provision or §§8-17.5-101 et seq., C.R.S., the contracting State
agency, institution of higher education or political subdivision may terminate this Agreement
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for breach and, if so terminated, Grantee shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Grantee, if a natural person 18 years of age or older, hereby swears and affirms under penalty
of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States
pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101 et seq., C.R.S.,
and (iii) has produced one form of identification required by §24-76.5-103, C.R.S. prior to
the Effective Date of this Agreement.
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EXHIBIT A, STATEMENT OF WORK
1. GENERAL DESCRIPTION OF THE PROJECT(S).
1.1 Project Description. Support preparedness activities to build and sustain core capabilities across the
Prevention, Protection, Mitigation, Response, and Recovery mission areas essential to achieving the
National Preparedness Goal of a secure and resilient Nation.
1.2 Project Expenses. Project expenses include the costs to hire the contractor to complete the project
as described in § 1.1. All eligible expenses are listed in the budget table in Exhibit B.
1.3 Non-Federal Match: This non-federal match section D applies to or does not apply [8J to this Grant.
If it applies, this Grant requires a non-federal match contribution of __ % of the total Grant budget.
Documentation of expenditures for the non-federal match contribution is required with each
drawdow n request. If applicable the match [8J may or may not D include in-kind match.
2. DELIVERABLES:
2.1 Grantee shall submit narrative and financial reports describing project progress , accomplishments,
and any delays in meeting the objectiv es or expenditures to date as described in §3 of this Exhib it A.
2.2 List additional grant deliverables: None.
3. REPORTING REQUIREMENTS:
3.1 Quarterly Financial Status and Progress Reports. The project(s) approved in this Grant are to be
completed on or before the termination date stated in §2.A of the Grant Agreement. Grantee shall
submit quarterly financial status and programmatic progress reports for each project identified in this
agreement using the forms provided by the Department of Public Safety throughout the life of the
grant. One copy of each required report with original or electronic approvals shall be submitted in
accordance with the schedule below: (The order of the reporting period quarters below are irrelevant
to the grant. If the grant is open during the "report period" reports for that period are due on the dates
listed . If the grant is for more than one year, reports are due for every quarter that the grant remains
open.)
Re ort Period 'Due Date
Januar 30
October 30 ,.
3.2 Final Reports: Grantee shall submit final financial status and progress reports that provide final
financial reconciliation and final cumulative grant/project accomplishments within 45 days of the end
of the project/grant period. The final report may not include unliquidated obligations and must
indicate the exact balance of unobligated funds . The final reports may substitute for the quarterly
reports for the final quarter of the grant period. If all projects are completed before the end of the grant
period, t he final report may be submitted at any time before its final due date . Further reports are not
due after the Division of Homeland Security and Emergency Management has received, and sent
notice of acceptance of the final grant report.
4. TESTING AND ACCEPTANCE CRITERIA:
The Division of Homeland Security and Emergency Management shall evaluate this Project(s) through
the review of Grantee submitted financial and progress reports. The Div ision of Homeland Security and
Emergency Management may also conduct on-site monitoring to determine whether the Grantee is
meeting/has met the performance goals, administrative standards , financial management and other
requirements of this grant. The Division of Homeland Security and Emergency Management w ill notify
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Grantee in advance of such on-site monitoring.
5. PAYMENT:
5.1 Payment Schedule: Grantee shall submit requests for reimbursement using the Division of Homeland
Security and Emergency Management's provided form at least quarterly. One original or
electronically signed/submitted copy of the reimbursement request is due on the same dates as the
required financial reports. All requests shall be for eligible actual expenses incurred by Grantee, as
described in detail in the budget table(s) of this Exhibit. Requests shall be accompanied by supporting
documentation totaling at least the amount requested for reimbursement and any required non-federal
match contribution. If any financial or progress reports are delinquent at the time of a payment request,
the Division of Homeland Security and Emergency Management may withhold such reimbursement
until the required reports have been submitted.
5.2 Payment Amount: If non-federal match is required , such match shall be documented with every
payment request. Excess match documented and submitted with one reimbursement request shall be
applied to subsequent requests as necessary to maximize the allowable reimbursement.
5.3 Remittance Address. If mailed, payments shall be sent to the representative identified in §16
Grantee:
Carrie Craven, Senior Accountant
Office of Emergency Management
101 West Colfax Avenue, 7th Floor
Denver, CO 80202
6. ADMINISTRATIVE REQUIREMENTS:
Required Documentation: Grantees shall retain all procurement and payment documentation on site for
inspection. This shall include, but not be limited to , purchase orders, receiving documents, invoices,
vouchers, equipment/services identification, and time and effort reports .
6.1 Sufficient detail shall be provided with reimbursement requests to demonstrate that expenses are
allowable and appropriate as detailed below:
6.1.1 Equipment or tangible goods . When requesting reimbursement for equipment items with a
purchase price of or exceeding $5 ,000, and a useful life of more than one year, the Grantee
shall provide a unique identifying number for the equipment, with a copy of the Grantee's
invoice and proof of payment. The unique identifying number can be the manufacturer's
serial number or, if the Grantee has its own existing inventory numbering system, that number
may be used. The location of the equipment shall also be provided. In addition to ongoing
tracking requirements, Grantee shall ensure that equipment items with per unit cost of$5,000
or more are prominently marked in a manner similar to the following: Purchased with funds
provided by the U.S. Department of Homeland Security .
6.1.2 Services. Grantees shall include contract/purchase order number(s) or employee names , the
date(s) the services were provided and the nature of the services.
6.2 Procurement: A Grantee shall ensure its procurement policies meet or exceed local , state, and federal
requirements. Grantees should refer to local , state, and federal guidance prior to making decisions
regarding competitive bids , sole source or other procurement issues. In addition:
Exhibit A
6.2.1 Any sole source transaction in excess of $100,000 shall be approved in advance by the
Division of Homeland Security and Emergency Management.
6.2.2 Grantees shall ensure that: (a) All procurement transactions, whether negotiated or
competitively bid, and without regard to dollar value, are conducted in a manner that provides
maximum open and free competition; (b) Grantee shall be alert to organizational conflicts of
interest and/or non-competitive practices among contractors that may restrict or eliminate
Page 2 of3 Version 07.2017
UASI Encumbrance # 18UAS19DEN
competition or otherwise restrain trade; (c) Contractors who develop or draft specifications,
requirements, statements of work, and/or Requests for Proposals (RFPs) for a proposed
procurement shall be excluded from bidding or submitting a proposal to compete for the
award of such procurement; and ( d) Any request for exemption of item a-c within this
subsection shall be submitted in writing to, and be approved by the authorized Grantee
official.
6.2.3 Grantee shall verify that the Contractor is not debarred from participation in state and federal
programs. Sub-grantees should review contractor debarment information on
http://www.sam.gov.
6.2.4 When issuing requests for proposals, bid solicitations, and other published documents
describing projects or programs funded in whole or in part with these grant funds, Grantee
and Subrantees shall use the phrase -"This project was supported by grant #18UAS19DEN,
issued by the Division of Homeland Security and Emergency Management."
6.2.5 Grantee shall verify that all purchases are listed in §1 of this Exhibit or Exhibit C. Equipment
purchases , if any, shall be for items listed in the Approved Equipment List (A .E.L) for the
grant period on the Responder Knowledge Base (RKB), at http://www.rkb .mipt.org.
Additionally, funds used to support emergency communications activities should comply
with the FY 2016 SAFECOM Guidance for Emergency Communication Grants, at
http://www.safecomprogram.gov
6.2.6 Grantee shall ensure that no rights or duties exercised under this grant, or equipment
purchased with Grant Funds having a purchase value of$5,000 or more, are assigned without
the prior written consent of the Division of Homeland Security and Emergency Management.
6.2.7 Grantee shall ensure that all funds are needed to supplement and not to supplant the Grantee's
own funds.
6.3 Additional Administrative Requirements:
Exhibit A
6.3.1 The Grantee must request approval in advance. for any change to this Grant Agreement, using
the forms and procedures established by the Division of Homeland Security and Emergency
Management.
6.3.2 All applicant agencies that own resources currently covered by the Colorado Resource Typing
Standards must agree to participate in the State's Emergency Resource Inventory Report and
update their information on a quarterly basis.
6.3.3 All funding related to exercises must be managed and executed in accordance with the
Homeland Security Exercise and Evaluation Program (HSEEP) and must be National
Incident Management System (NIMS) compliant. Regardless of exercise type or scope , After
Action Reports/Improvement Plans are due to the State Training and Exercise Program
Manager within 45 days of the exercise.
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EXHIBIT B, BUDGET
BUDGET:
... . Project Activity(Line Item .
$ 827,766.00
$ 1 422 234.00
$ 30 000.00
Exercise $ 0.00
$ 120 000.00
$ 2 400 '000.00
ExhibitB Page 1 ofl Version 07 .2017
UASI Encumbrance # 18UAS19DEN
EXHIBIT C, SAMPLE OPTION LETTER (FORM 1)
State Agency Option Letter Number
Department of Public Safety Insert the FO~f N~mtlei-(e.g :.''l'' (or the first l--_._ _______ _,_ ______________ --4
Grantee
~nsert 'drantee's Full Legal Name,,including "Inc.", "LLC", etc ... ,
insert CMS#
18UAS19xxr ·,
,.
Original Agreement
Original CMS Number
Encumbrance Number
Subrecipient DUNS Number
Federal Award Identification Number (FAIN)
Total Amount of the Federal Award
Insert DUN S'Numb en
Insert t AIN ~wber ·
$6,800 ,000 . · ·
Federal Award Date September 4, 2017
Name ofFederal Awarding Agency DHS/FEMA
CFDA 97 .067 Homeland Security Grant Program
Identification if the Award is for R&D: No
1. OPTIONS:
A. Option to extend for an Extension Term
.~
B. Option to modify Budget table under the Agreement
2. REQUIRED PROVISIONS: ,
option) · ··
' Option Agreement Maximuni Amount
~ $Insert Amount '
Agr~ement Perfo~m~nce Beginning Date
. The later of the Effective Date or Mpnth Day, Year
Current Agreement Expiration Date
¥q,nth Day t Year.
A. For use with Option l(A)': In accordance with Section(s) Numbeli of the Original Agreement
referenced above, the State hereby exercises its option for an additional term, beginning ;fu~ert current
da!~ and ending on the current Agreement expiration date shown above, at the rates stated in the
Original Agreement, as amended.
B . For use with all Opti~ns that modify the Agreement Maximum Amount: The Agreement Maximum
Amount table PD-the Agreement's Signature and Cover Page is hereby deleted and replaced
with the Current Agreement Maximum Amount table shown above. The maximum amount
payable by the State for performance of this Grant Agreement is increased/decreased to
$.. . and the maximum amount of local matching funds, if_applicable, is$ · The total
project amount is$
Project Activity/Line Item Federal Share
Exercise
Mana ement & Admin
TOTAL BUDGET
Exhibit C Page 1 of2 Version 07 .2017
UASI Encumbrance# 18UAS19DEN
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller.
ST ATE OF COLORADO
John W. Hickenlooper, Governor
Department of Public Safety,
Division of Homeland Security and Emergency Management
By: Kevin R. Klein, Director
Date: __________ _
Exhibit C Page 2 of2
In accordance with §24-30°202 C.R.S., this Option is not valid
until signed and dated. below by the State Controller or an
. authorized, delegate .
STA'(E CONTROLLER
Robert Jaros, CPA, MB,A, JD
'· .. 9',
By: _________ -"-------
Colorado Depart ment of Public Safety, Ezra Michaels,
Office of Grants .~anagement Director
Option Effective Oat~: __________ _
Version 07 .2017
UASI Encumbrance # 18UAS19DEN
EXHIBIT D, FEDERAL PROVISIONS
1. APPLICABILITY OF PROVISIONS.
1.1. The Agreement to which these Federal Provisions are attached has been funded, in whole or in
part, with an Award of Federal funds. In the event of a conflict between the provisions of these
Federal Provisions , the Special Provisions, the agreement or any attachments or exhibits
incorporated into and made a part of the agreement, the provisions of these Federal Provisions
shall control.
2. DEFINITIONS.
2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings
ascribed to them below.
2.1.1. "Agreement" means the Grant Agreement to which these Federal Provisions are attached and
includes all Award types in §2 .1.2.1 of this Exhibit.
2.1 .2 . "Award" means an award of Federal financial assistance , and the agreement setting forth the
2.1.2.1.
2.1.2.1.1.
2.1.2.1.2.
2.1.2.1.3.
2.1.2.1.4.
2.1.2.1.5.
2.1.2 .1.6.
2.1.2.1.7 .
2.1.2 .1.8.
2.1.2 .1.9.
2.1.2.1.10.
2.1.2.1.11.
2.1.2.1.12 .
2.1 .2.2.
2.1.2.2.1.
2 .1.2 .2.2.
2.1.2.2.3 .
ExhibitD
terms and conditions of that financial assistance, that a non-Federal Entity receives or
administers.
Awards may be in the form of:
Grants;
Contracts ;
Cooperative agreements, which do not include cooperative research and development
agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as
amended (15 U.S.C. 3710);
Loans;
Loan Guarantees ;
Subsidies;
Insurance;
Food commodities;
Direct appropriations;
Assessed and voluntary contributions ; and
Other financial assistance transactions that authorize the expenditure of Federal funds
by non-Federal Entities .
Any other items specified by 0MB in policy memoranda available at the 0MB
website or other source posted by the 0MB.
Award does not include:
Technical assistance, which provides services in lieu of money;
A transfer of title to Federally-owned property provided in lieu of money; even if the
award is called a grant;
Any award classified for security purposes ; or
Page 1 of9 Version 07 .2017
2.1.2.2.4.
2.1.3.
2.1.4 .
2.1.5.
2.1.5.1.
2.1.5.2.
2.1.5.3.
2.1.5.4.
2.1.5.5.
2.1.6.
2.1.7.
2.1.8.
2.1.9.
2.1.10.
2.1.11.
2.1.12.
2.1.13.
ExhibitD
UASI Encumbrance # 18UAS19DEN
Any award funded in whole or in part with Recovery funds, as defined in section 1512
of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-
5).
"Contractor" means the party or parties to an Agreement funded, in whole or in part, with
Federal financial assistance, other than the Prime Recipient, and includes grantees,
subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting,
Contractor does not include Vendors.
"Data Universal Numbering System (DUNS) Number" means the nine-digit number
established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity.
Dun and Bradstreet's website may be found at: http://fedgov.dnb.com/webform.
"Entity" means all of the following as defined at 2 CFR part 25, subpart C;
A governmental organization, which is a State, local government, or Indian Tribe;
A foreign public entity;
A domestic or foreign non-profit organization;
A domestic or foreign for-profit organization; and
A Federal agency, but only a Subrecipient under an Award or Subaward to a non-Federal
entity.
"Executive" means an officer, managing partner or any other employee in a management
position.
"Federal Award Identification Number (FAIN)" means an Award number assigned by a
Federal agency to a Prime Recipient.
"Federal Awarding Agency" means a Federal agency providing a Federal Award to a
Recipient as described in 2 CFR §200.37
"FFATA" means the Federal Funding Accountability and Transparency Act of2006 (Public
Law 109-282), as amended by §6202 of Public Law 110-252. FF ATA, as amended, also is
referred to as the "Transparency Act."
"OMB" means the Executive Office of the President, Office of Management and Budget.
"Prime Recipient" means a Colorado State agency or institution of higher education that
receives an A ward.
"Subaward" means an award by a Recipient to a Subrecipient funded in whole or in part by
a Federal Award. The terms and conditions of the Federal Award flow down to the Award
unless the terms and conditions of the Federal Award specifically indicate otherwise in
accordance with 2 CFR §200 .38. The term does not include payments to a contractor or
payments to an individual that is a beneficiary of a Federal program .
"Subrecipient" means a non-Federal Entity (or a Federal agency under an Award or Subaward
to a non-Federal Entity) receiving Federal funds through a Prime Recipient to support the
performance of the Federal project or program for which the Federal funds were awarded. A
Subrecipient is subject to the terms and conditions of the Federal Award to the Prime
Recipient, including program compliance requirements. The term "Subrecipient" includes
and may be referred to as Subgrantee. The term does not include an individual who is a
beneficiary of a federal program.
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2.1.14. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9-digit
Data Universal Numbering System (DUNS) number that appears in the subrecipient' s System
for Award Management (SAM) profile, if applicable.
2.1 .15. "Federal Provisions" means these Federal Provisions for Federally Funded Contracts, Grants,
and Purchase Orders subject to the Transparency Act and Uniform Guidance, as may be
revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency
or institutions of higher education.
2.1.16. "System for Award Management (SAM)" means the Federal repository into which an Entity
must enter the information required under the Transparency Act, which may be found at
http://www.sam.gov .
2.1.17. "Total Compensation" means the cash and noncash dollar value earned by an Executive
during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the
following:
2 .1.17.1. Salary and bonus;
2 .1.17.2. Awards of stock, stock options , and stock appreciation rights, using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No . 123 (Revised
2005) (FAS 123R), Shared Based Payments ;
2 .1.17.3. Earnings for services under non-equity incentive plans, not including group life, health,
hospitalization or medical reimbursement plans that do not discriminate in favor of
Executives and are available generally to all salaried employees;
2.1.17.4 . Change in present value of defined benefit and actuarial pension plans;
2.1.17.5 . Above-market earnings on deferred compensation which is not tax-qualified;
2.1.17 .6. Other compensation, if the aggregate value of all such other compensation ( e.g.
severance, termination payments, value of life insurance paid on behalf of the employee,
perquisites or property) for the Executive exceeds $10,000.
2.1.18. "Transparency Act" means the Federal Funding Accountability and Transparency Act of
2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency
Act also is referred to as FF AT A.
2.1.19. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, which
supersedes requirements from 0MB Circulars A-21, A-87 , A-110, and A-122, 0MB
Circulars A-89, A-102, and A-133 , and the guidance in Circular A-50 on Single Audit Act
follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to
Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award
specifically indicate otherwise .
2.1.20. "Vendor" means a dealer, distributor, merchant or other seller providing property or services
required for a project or program funded by an Award. A Vendor is not a Prime Recipient or
a Subrecipient and is not subject to the terms and conditions of the Federal award. Program
compliance requirements do not pass through to a Vendor.
3. COMPLIANCE.
3.1. Contractor shall comply with all applicable provisions of the Transparency Act, all applicable
ExhibitD Page 3 of9 Version 07 .2017
UASI Encumbrance# 18UAS19DEN
provisions of the Uniform Guidance, and the regulations issued pursuant thereto , including but
not limited to these Federal Provisions . Any revisions to such provisions or regulations shall
automatically become a part of these Federal Provisions, without the necessity of either party
executing any further instrument. The State of Colorado may provide written notification to
Contractor of such revisions, but such notice shall not be a condition precedent to the
effectiveness of such revisions.
4. SYSTEM FOR AW ARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING
SYSTEM (DUNS) REQUIREMENTS.
4.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor
submits the final financial report required under the Award or receives final payment, whichever
is later. Contractor shall review and update SAM information at least annually after the initial
registration, and more frequently if required by changes in its information.
4.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update
Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration,
and more frequently ifrequired by changes in Contractor 's information.
5 . TOTAL COMPENSATION.
5.1.
5.1.1.
5.1.2.
5.1.2.1.
Contractor shall include Total Compensation in SAM for each of its five most highly
compensated Ex ecutives for the preceding fiscal year if:
The total Federal funding authorized to date under the Award is $25,000 or more; and
In the preceding fiscal year, Contractor received:
80% or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act; and
5.1.2.2. $25 ,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act; and
5.1.3. The public does not have access to information about the compensation of such Executives
through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m(a), 78o(d) or§ 6104 of the Internal Revenue Code of 1986.
6. REPORTING.
6.1 . Contractor shall report data elements to SAM and to the Prime Recipient as required in this
Exhibit if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct
payment shall be made to Contractor for providing any reports required under these Federal
Provisions and the cost of producing such reports shall be included in the Agreement price. The
reporting requirements in this Exhibit are based on guidance from the US Office of Management
and Budget (0MB), and as such are subject to change at any time by 0MB. Any such changes
shall be automatically incorporated into this Agreement and shall become part of Contractor's
obligations under this Agreement.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING.
7 .1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010 , if the initial
award is $25,000 or more . If the initial Award is below $25 ,000 but subsequent Award
modifications result in a total Award of $25,000 or more, the Award is subject to the reporting
ExhibitD Page 4 of9 Version 07 .2017
UASI Encumbrance # 18UAS19DEN
requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more,
but funding is subsequently de-obligated such that the total award amount falls below $25,000,
the Award shall continue to be subject to the reporting requirements.
7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient
as of December 26, 2015. The standards set forth in § 11 below are applicable to audits of fiscal
years beginning on or after December 26, 2014.
8. SUBRECIPIENT REPORTING REQUIREMENTS.
8.1.
8.1.1.
If Contractor is a Subrecipient, Contractor shall report as set forth below.
8.1.1.1.
8.1.1.2.
8.1.1.3.
8.1.1.4.
8.1.1.5.
8.1.1 .6.
8.1.2.
8.1.2.1.
8.1.2.2.
To SAM. A Subrecipient shall register in SAM and report the following data elements in
SAM for each Federal Award Identification Number no later than the end of the month
following the month in which the Subaward was made:
Subrecipient DUNS Number;
Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT)
account;
Subrecipient Parent DUNS Number;
Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and
Congressional District;
Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are
met; and
Subrecipient's Total Compensation of top 5 most highly compensated Executives if
criteria in §4 above met.
To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective
date of the Agreement, the following data elements :
Subrecipient's DUNS Number as registered in SAM.
Primary Place of Performance Information, including: Street Address, City, State,
Country, Zip code+ 4, and Congressional District.
9. PROCUREMENT ST AND ARDS.
9 .1. Procurement Procedures. A Subrecepient shall use its own documented procurement procedures
which reflect applicable State, local, and Tribal laws and regulations, provided that the
procurements conform to applicable Federal law and the standards identified in the Uniform
Guidance, including without limitation, §§200.318 through 200.326 thereof.
9.2. Procurement of Recovered Materials. If a Subrecepient is a State Agency or an agency of a
political subdivision of the State, its contractors must comply with section 6002 of the Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The
requirements of Section 6002 include procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR part 24 7 that contain the highest percentage
of recovered materials practicable, consistent with maintaining a satisfactory level of
competition, where the purchase price of the item exceeds $10 ,000 or the value of the quantity
acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management
services in a manner that maximizes energy and resource recovery; and establishing an
affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines.
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10. ACCESS TO RECORDS
10.1. A Subrecipient shall permit Recipient and auditors to have access to Subrecipient's records and
financial statements as necessary for Recipient to meet the requirements of §200.331
(Requirements for pass-through entities), §§200.300 (Statutory and national policy requirements)
through 200 .309 (Period of performance), and Subpart F-Audit Requirements of the Uniform
Guidance. 2 CFR §200.331 (a)(5).
11. SINGLE AUDIT REQUIREMENTS
11.1. If a Subrecipient expends $750 ,000 or more in Federal Awards during the Subrecipient's fiscal
year, the Subrecipient shall procure or arrange for a single or program-specific audit conducted
for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform
Guidance , issued pursuant to the Single Audit Act Amendments of 1996 , (31 U.S.C. 7501-7507).
2 CFR §200.501.
11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform
Guidance §200.514 (Scope of audit), ex cept when it elects to have a program-specific audit
conducted in accordance with §200.507 (Program-specific audits). The Subrecipient may
elect to have a program-specific audit if Subrecipient expends Federal Awards under only
one Federal program (excluding research and development) and the Federal program's
statutes, regulations , or the terms and conditions of the Federal award do not require a
financial statement audit of Prime Recipient. A program-specific audit may not be elected
for research and development unless all of the Federal Awards expended were received from
Recipient and Recipient approves in advance a program-specific audit.
11 .1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal
year, the Subrecipient shall be exempt from Federal audit requirements for that year, except
as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be
available for review or audit by appropriate officials of the Federal agency, the State, and the
Government Accountability Office .
11.1.3 . Subrecepient Compliance Responsibility. A Subrecipient shall procure or otherwise
arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly
performed and submitted when due in accordance with the Uniform Guidance. Subrecipient
shall prepare appropriate financial statements, including the schedule of expenditures of
Federal awards in accordance with Uniform Guidance §200.510 (Financial statements) and
provide the auditor with access to personnel , accounts , books , records, supporting
documentation , and other information as needed for the auditor t o perform the audit required
by Uniform Guidance Part F-Audit Requirements.
12 . CONTRACT PROVISIONS FOR SUBRECEPIENT CONTRACTS
12 .1. If Contractor is a Subrecipient, then it shall comply with and shall include all of the following
applicable provisions in all subcontracts entered into by it pursuant to this Agreement.
12 .1.1. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part
60-1 .3 shall include the equal opportunity clause provided under 41 CFR 60-l .4(b ), in
accordance with Executive Order 11246 , "Equal Employment Opportunity" (30 FR 12319 ,
12935 , 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,
"Amending Executive Order 11246 Relating to Equal Employment Opportunity," and
implementing regulations at 41 CFR part 60 , "Office of Federal Contract Compliance
Programs , Equal Employment Opportunity, Department of Labor.
ExhibitD Page 6 of9 Version 07.2017
12.1.1.1.
12.1.1.1.1.
12 .1.1.1.2.
12.1.1.1.3.
12.1.1.1.4.
12.1.1.1.5.
12.1.1.1.6.
12.1.1.1.7.
ExhibitD
UASI Encumbrance# 18UAS19DEN
During the performance of this contract, the contractor agrees as follows:
Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex , or national origin. The contractor will take
affirmative action to ensure that applicants are employed, and that employees are
treated during employment, without regard to their race, color, religion, sex , or
national origin. Such action shall include, but not be limited to the following:
Employment, upgrading , demotion , or transfer , recruitment or recruitment
advertising; layoff or termination ; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The contractor agrees to post in
conspicuous places, available to employees and applicants for employment, notices
to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
Contractor will , in all solicitations or advertisements for employees placed by or on
behalf of the contractor, state that all qualified applicants will receive consideration
for employment without regard to race , color, religion, sex, or national origin.
Contractor will send to each labor union or representative of workers with which he
has a collective bargaining agreement or other contract or understanding, a notice to
be provided by the agency contracting officer, advising the labor union or workers'
representative of the contractor's commitments under section 202 of Executive Order
11246 of September 24, 1965 , and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
Contractor will comply with all provisions of Executive Order 11246 of September
24 , 1965 , and of the rules , regulations , and relevant orders of the Secretary of Labor .
Contractor will furnish all information and reports required by Executive Order 11246
of September 24 , 1965 , and by the rules , regulations , and orders of the Secretary of
Labor, or pursuant thereto , and will permit access to his books , records, and accounts
by the contracting agency and the Secretary of Labor for purposes of investigation to
ascertain compliance with such rules , regulations, and orders .
In the event of Contractor's non-compliance with the nondiscrimination clauses of
this contract or with any of such rules , regulations , or orders , this contract may be
canceled, terminated or suspended in whole or in part and the contractor may be
declared ineligible for further Government contracts in accordance with procedures
authorized in Executive Order 11246 of September 24 , 1965 , and such other sanctions
may be impo sed and remedies invoked as provided in Executive Order 11246 of
September 24 , 1965, or by rule , regulation, or order of the Secretary of Labor, or as
otherwise prov ided by law .
Contractor will include the provisions of paragraphs (1) through (7) in every
subcontract or purchase order unless ex empted by rules, regulations, or orders of the
Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of
September 24 , 1965 , so that such provisions will be binding upon each subcontractor
or vendor. The contractor will take such action with respect to any subcontract or
purchase order as may be directed by the Secretary of Labor as a means of enforcing
such provisions including sanctions for noncompliance: Provided , however, that in
the event Contractor becomes involved in , or is threatened with , litigation with a
subcontractor or vendor as a result of such direction, the contractor may request the
United States to enter into such litigation to protect the interests of the United States."
Page 7 of9 Version 07 .2017
12.1.2.
12.1.3.
12.1.4.
12.1.5.
12.1.6.
ExhibitD
UASI Encumbrance# 18UAS19DEN
Davis-Bacon Act. Davis-Bacon Act, as amended ( 40 U.S .C. 3141-3148). When required
by Federal program legislation, all prime construction contracts in excess of $2,000 awarded
by non-Federal entities must include a provision for compliance with the Davis-Bacon Act
(40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations
(29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally
Financed and Assisted Construction"). In accordance with the statute, contractors must be
required to pay wages to laborers and mechanics at a rate not less than the prevailing wages
specified in a wage determination made by the Secretary of Labor. In addition, contractors
must be required to pay wages not less than once a week. The non-Federal entity must place
a copy of the current prevailing wage determination issued by the Department of Labor in
each solicitation. The decision to award a contract or subcontract must be conditioned upon
the acceptance of the wage determination. The non-Federal entity must report all suspected
or reported violations to the Federal awarding agency. The contracts must also include a
provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as
supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and
Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or
Grants from the United States"). The Act provides that each contractor or Subrecipient must
be prohibited from inducing, by any means, any person employed in the construction,
completion, or repair of public work, to give up any part of the compensation to which he or
she is otherwise entitled. The non-Federal entity must report all suspected or reported
violations to the Federal awarding agency.
Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets
the definition of "funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to
enter into a contract with a small business firm or nonprofit organization regarding the
substitution of parties , assignment or performance of experimental, developmental , or
research work under that "funding agreement," Subrecipient must comply with the
requirements of 37 CFR Part 401 , "Rights to Inventions Made by Nonprofit Organizations
and Small Business Firms Under Government Grants , Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency .
Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33
U.S.C.1251-1387), as amended. Contracts and subgrants of amounts in excess of$150,000
must contain a provision that requires the non-Federal award to agree to comply with all
applicable standards , orders or regulations issued pursuant to the Clean Air Act (42 U.S .C.
7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-
1387). Violations must be reported to the Federal awarding agency and the Regional Office
of the Environmental Protection Agency (EPA).
Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see
2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the
System for Award Management (SAM), in accordance with the 0MB guidelines at 2 CFR
180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p . 189) and 12689 (3
CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the
names of parties debarred , suspended , or otherwise excluded by agencies , as well as parties
declared ineligible under statutory or regulatory authority other than Executive Order 12549.
Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an
award exceeding $100 ,000 must file the required certification. Each tier certifies to the tier
above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency,
Page 8 of9 Version 07 .2017
UASI Encumbrance# 18UAS19DEN
a member of Congress, officer or employee of Congress, or an employee of a member of
Congress in connection with obtaining any Federal contract, grant or any other award covered
by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that
takes place in connection with obtaining any Federal award . Such disclosures are forwarded
from tier to tier up to the non-Federal award.
13. CERTIFICATIONS.
13 .1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to
submit certifications and representations required by Federal statutes or regulations on an annual
basis. 2 CFR §200.208. Submission may be required more frequently if Subrecipient fails to
meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the
end of the Award that the project or activity was completed or the level of effort was expended.
2 CFR §200 .201(3). If the required level of activity or effort was not carried out, the amount of
the Award must be adjusted.
14. EXEMPTIONS.
14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural
person, unrelated to any business or non-profit organization he or she may own or operate in his
or her name.
14.2. A Contractor with gross income from all sources of less than $300,000 in the previous tax year
is exempt from the requirements to report Subawards and the Total Compensation of its most
highly compensated Executives.
14 .3. There are no Transparency Act reporting requirements for Vendors.
15. EVENT OF DEFAULT.
15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the
Agreement and the State of Colorado may terminate the Agreement upon 30 days prior written
notice if the default remains uncured five calendar days following the termination of the 30 day
notice period. This remedy will be in addition to any other remedy available to the State of
Colorado under the Agreement, at law or in equity.
ExhibitD Page 9 of9 Version 07 .2017
ontract Control Number: MOOEM-201844331-00
Grantor Name: State of Colorado, Division of Homeland Security
and Emergency Management
IN WITNESS WHEREOF, the parties have set their hands and affixed their seals at
Denver, Colorado as of October 03, 2018.
SEAL
ATTEST:
~~
Debra Johnson, Clerk and Recorder,
Ex-Officio Clerk of the City and
County of Denver
APPROVED AS TO FORM:
Attorney for the City and County of
Denver
CITY AND COUNTY OF DENVER
Brend anion DEPUTY - -
MAYOR, Deputy Mayor
REGISTERED AND COUNTERSIGNED:
__
Assistant City Attorney
~
II I Ill I Ill Ill II Ill I II I I II II I I Ill I I I II I II II I II I I II 111111111111111
Contract Control Number: MOOEM-201844331-00
Grantor Name: State of Colorado , Division of Homeland Security
and Emergency Management
By :-------~--
Name: -------(please print)
Title: -------(please print)
ATTEST: (if required)
By:--------
Name: -------(please print)
Title: -------(please print)
II I Ill I Ill Ill II Ill I II I I II II I I Ill I I I II I II II I II I I II 111111111111111
0
0
STATE OF COLORADO GRANT AGREEMENT
SIGNATURE AND COVER PAGE
State Agency Agreement Maximum Amount
Department of Public Safetv $2,400,000.00
Grantee Agreement Performance Beginning Date
The City and County of Denver Effective Date
Initial Agreement Expiration Date
AUl?USt 31, 202 J
Agreement Number Fund Expenditure End Date
CMS Number: 113348 August 31, 2021
Encumbrance #: 18UAS19DEN Agreement Description
Subn.-cipicnt DUNS#: 022570793 Support preparedness activities to build and susta in core
Federal Award Identification# (FAIN): EMW-20 l 8-SS-00058 capabilities across the Pre vention , Protection, Mitigation,
Total Amount of the Federal Award : $6,980,000 Response, and Recovery mission areas essential to
Federal A ward Dot e August 16, 2018 achieving the National Preparedness Goal of a secure and
Nome of Federal Awarding Agency : DHS/FEMA resilient Nation.
CFDA 97.067 Homeland Security Grant Program
Identification if the Award is for R&D : No
THE PARTIES HERETO HA VE EXECUTED THIS CONTRACT
Each person signing this Agreement represents and warrants that he or she is duly authorized to execute this Agreement and
lo bind the Part authorizin his or her si nature .
GRANTEE
THE CITY AND COUNTY OF DENVER
By: J<Y~t< .~~cJU~H,ot-.l
2nd Grantee Signature ifNeeded
By:
Title: -----------------
ST ATE OF COLORADO
John W. Hickenlooper, Governor
Department of Public Safety,
Division of Homeland Security and Emergency Management
Kevin R. Klein , Director
[
By: Kevin R. Klein, Direct~C
Date : /() /l {l 8
LEGAL REVIEW
Cynthia H. Coffman, Attorney General
By: Assistant Attorney General
•signature Date : _________ _
Date: _________ _
In accordance with §24-30-202 C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an
authorized delegate.
ST ATE CONTROLLER
Public Safety, Ezra Michaels, Office of Grants Managcm1."fll Director
J:'fTP.rt i vP. OnlP.·
II I Ill I Ill Ill II Ill I II I I II II I I Ill I I I II I II II I II I I II 111111111111111