HomeMy WebLinkAboutC07-126 DOLAAgency or Department Name
Local Affairs
Department or Agency Number
NAA
Contract Routing Number
CONTRACT AMENDMENT #1
THIS AMENDMENT, made this 23 day of March 2007, by and between the State of
Colorado for the use and benefit of the Department of Local Affairs, Division of Emergency
Management, 9195 E. Mineral Ave., Ste. 200, Centennial, CO 80112, hereinafter referred to as
the State, and Eagle County, P.O. Box 850, Eagle, CO 81631 hereinafter referred to as the
Contractor,
FACTUAL RECITALS
Authority exists in the Law and Funds have been budgeted, appropriated, and otherwise made
available and a sufficient unencumbered balance thereof remains available for payment; and
Required approval, clearance, and coordination has been accomplished from and with
appropriate agencies; and
The parties entered into a contract dated September 7, 2006, to authorize the State to award
and pay grant funds to the Contractor using unilateral award letters and amendments issued by
the Division of Emergency Management, and to state the general terms and conditions that
apply to all grants issued under the master contract. The purpose for this amendment is
described below.
The parties previously entered into a one-year umbrella/master Contract where grant awards
are made to the Contractor through Award Letters issued by the State.
The State is in the process of modifying its form contract from the current umbrella/master
contract to individual grant contract and is anticipating such transition to occur no later than
March 31, 2008.
In the interim, the parties desire to continue the grant award arrangement in its current form.
The State will discontinue the general use of the current umbrella/master contracts and
unilateral award letters after the end of this contract, or upon approval of new waived bilateral
contract for emergency management grants, whichever is sooner.
NOW THEREFORE, it is hereby agreed that
1. Consideration for this amendment to the original contract, 6EM20, contract routing
number 00341, dated September 7, 2006, consists of the payments which shall be made
pursuant to this amendment and the promises and agreements herein set forth.
2. It is expressly agreed by the parties that this amendment is supplemental to the original
contract, referred to as the 'original contract," which is, by this reference, incorporated
herein, that all terms, conditions, and provisions thereof, unless specifically modified
herein, are to apply to this amendment as though they were expressly rewritten,
incorporated, and included herein
3. It is agreed the original contract is and shall be modified, altered, and changed in the
following respects only:
Pagel of 3
a. Replace the existing page 2 of the Contract, which is attached as Exhibit A-1, with
the revised page 2, which is attached as Exhibit A-2. This modification deletes the
third "Whereas" from the top of the page 2, and modifies the Time of Performance,
provision #2.
b. Replace the existing Special Provisions, page 8 of the Contract, which is attached as
Exhibit A-3, with the new Special Provisions, which is attached as Exhibit A-4.
4. The effective date of this amendment is upon approval of the State Controller
5. Except for the "Special Provisions," in the event of any conflict, inconsistency, variance,
or contradiction between the provisions of this amendment and any of the provisions of
the original contract, the provisions of this amendment shall in all respects supersede,
govern, and control. The "Special Provisions" shall always be controlling over other
provisions in the contract or amendments. The representations in the Special Provisions
concerning the absence of bribery or corrupt influences and personal interest of State
employees are presently reaffirmed.
6. FINANCIAL OBLIGATIONS OF THE STATE PAYABLE AFTER THE CURRENT FIS-
CAL YEAR ARE CONTINGENT UPON FUNDS FOR THAT PURPOSE BEING APPRO-
PRIATED, BUDGETED, AND OTHERWISE MADE AVAILABLE.
Page 2 of 3
IN WITNESS WHEREOF, the parties hereto have executed this amendment on the day first above
written.
Contractor:
Eagle County
(Full gal Na
Signature of Individual)
(Name of Individual)
Position (Title)
846000762
State of Colorado:
Bill Ritter, Jr., Governor
Date:
Social Security Number
Or Federal Employer ID Number By:
Date:
Attestation:: (required if a corpoi
i -
Corporate Secretary,
or Equivalent,
Town/City/County Clerk
Susan E. Kirkpatrick, Executive Director
Department of Local Affairs
LEGAL REVIEW:
John W. Suthers, Attorney General
�a (SEAL)
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not
valid until the State Controller, or such assistant as he may delegate, has signed it. The
contractor is not authorized to begin performance until the contract is signed and dated below. If
performance begins prior to the date below, the State of Colorado may not be obligated to pay
for goods and/or services provided.
an
Date:
State Controller
Leslie M. Shenefelt
Rose Marie Auten, Controller
Department of Local Affairs
Page 3 of 3
s
EXHIBIT A-1
WHEREAS, the State annually or periodically distributes funds received to existing contractors, determined to
be eligible by the State using state and/or federal eligibility criteria and which are in good standing, using
State developed application process, and allocation procedure; and
WHEREAS, State fiscal rules require a State agency to enter into a contractual agreement in order to pass
funds to either a local governmental entity, a quasi -governmental entity such as an LEPC or COG, or a
private vendor, and
WHEREAS, the Contractor has been advised and agrees that the State periodically reviews and amends its
contract forms and will submit a substitute contract form to Contractor within one year of the approval of this
contract, and
WHEREAS, the Contractor has been included as a potential funding recipient by the State for emergency
management related funding, to enter into this agreement and to undertake the services desired by the State
and federal government, and
WHEREAS, the Contractor is capable and desires to perform the services.
NOW THEREFORE it is agreed that:
1. Scope of Work - The Contractor agrees to carry out the scope of work described in each of its
application packages for emergency management related activities, as approved by the State in its grant
award letter, and to do so in conformance with this contract and applicable federal and state laws, rules,
and regulations pertaining to each specific grant. Upon acceptance of an award by the Contractor, such
award letters and grant applications will become a part of this contract until such time as the grant is
closed out.
2. Time of Performance; Contract Substitution -This Contract shall become effective upon the date
of proper execution of this Contract by the State Controller or designee and shall continue for a period of
one year. Grant award letters and any amendments to the award letters for each specific grant will identify
the performance period for that grant. The parties agree that the State will submit a substitute contract
form to the Contractor during the one-year period following the approval of this Contract. For grants
awarded prior to the one-year expiration of this Contract, the terms of this Contract shall continue to apply
until completion of the grant award, or until termination of the award pursuant to the Contract and Grant
Award terms.
3. Authority to Enter into Contract - The Contractor assures and warrants that it possesses the legal
authority to enter into this Contract. The person signing and executing this Contract on behalf of the
Contractor does hereby warrant and guarantee that he/she has full authorization to execute this Contract.
4. Compensation and Method of Payment
Compensation - Grant award letters issued by the State under this Contract will authorize the Contractor to
expend funds and initiate requests for reimbursement based on the amount of the grant award in
accordance with program policies. The State may allocate more or less funds available on this contract
using Grant Award Letters substantially equivalent to Exhibit 1 and bearing the approval of the State
Controller or his designee. The Grant Award Letter shall not be deemed valid until it shall have been
approved by the State Controller or his designee.
Method of Payment - Based upon receipt of requests from the Contractor for reimbursement of funds
expended under a grant award authorized under this contract, and provision by the Contractor of the
reports, and summary of documentation required under the grant, the State will reimburse the Contractor
for those eligible program costs incurred. Original documentation will be kept on file with the Contractor.
Payment and interest is subject to State Fiscal Rule 2-5 and section 24-30-202(24) C.R.S. (1999). The
State warrant or Electronic Funds Transfer (EFT), will be issued for reimbursement of eligible expenses. In
those cases where a Contractor may have a cash flow problem verified by the State, the State may
reimburse the Contractor based upon unpaid vendor invoices or Purchase Orders
Page 2 of 9 Pages
EXHIBIT A-2
WHEREAS, the State annually or periodically distributes funds received to existing contractors, determined to
be eligible by the State using state and/or federal eligibility criteria and which are in good standing, using
State developed application process, and allocation procedure; and
WHEREAS, State fiscal rules require a State agency to enter into a contractual agreement in order to pass
funds to either a local governmental entity, a quasi -governmental entity such as an LEPC or COG, or a
private vendor, and
WHEREAS, the Contractor has been included as a potential funding recipient by the State for emergency
management related funding, to enter into this agreement and to undertake the services desired by the State
and federal government, and
WHEREAS, the Contractor is capable and desires to perform the services.
NOW THEREFORE it is agreed that:
1. Scope of Work - The Contractor agrees to carry out the scope of work described in each of its
application packages for emergency management related activities, as approved by the State in its grant
award letter, and to do so in conformance with this contract and applicable federal and state laws, rules,
and regulations pertaining to each specific grant. Upon acceptance of an award by the Contractor, such
award letters and grant applications will become a part of this contract until such time as the grant is
closed out.
2. Time of Performance -This Contract shall become effective upon the date of proper execution of this
Contract by the State Controller or designee and shall expire on March 31, 2008. Grant award letters and
any amendments to the award letters for each specific grant will identify the performance period for that
grant.. For grants awarded prior to the expiration of this Contract, the terms of this Contract shall continue
to apply until completion of the grant award, or until termination of the award pursuant to the Contract and
Grant Award terms.
3. Authority to Enter into Contract - The Contractor assures and warrants that it possesses the legal
authority to enter into this Contract. The person signing and executing this Contract on behalf of the
Contractor does hereby warrant and guarantee that he/she has full authorization to execute this Contract.
4. Compensation and Method of Payment
Compensation - Grant award letters issued by the State under this Contract will authorize the Contractor to
expend funds and initiate requests for reimbursement based on the amount of the grant award in
accordance with program policies. The State may allocate more or less funds available on this contract
using Grant Award Letters substantially equivalent to Exhibit 1 and bearing the approval of the State
Controller or his designee. The Grant Award Letter shall not be deemed valid until it shall have been
approved by the State Controller or his designee.
Method of Payment - Based upon receipt of requests from the Contractor for reimbursement of funds
expended under a grant award authorized under this contract, and provision by the Contractor of the
reports, and summary of documentation required under the grant, the State will reimburse the Contractor
for those eligible program costs incurred. Original documentation will be kept on file with the Contractor.
Payment and interest is subject to State Fiscal Rule 2-5 and section 24-30-202(24) C.R.S. (1999). The
State warrant or Electronic Funds Transfer (EFT), will be issued for reimbursement of eligible expenses. In
those cases where a Contractor may have a cash flow problem verified by the State, the State may
reimburse the Contractor based upon unpaid vendor invoices or Purchase Orders
Page 2 of 9 Pages
EXHIBIT A-3
SPECIAL PROVISIONS
(For Use Only with Inter -Governmental Contracts)
1. CONTROLLER'S APPROVAL. CRS 24-30-202 (1)
This contract shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such assistant as he may
designate.
2. FUND AVAILABILITY. CRS 24-30-202 (5.5)
Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated,
budgeted, and otherwise made available.
3. INDEMNIFICATION.
To the extent authorized by law, the contractor shall indemnify, save, and hold harmless the State against any and all claims, damages, liability
and court awards including costs, expenses, and attorney fees inured as a result of any act or omission by the Contractor, or its employees,
agents, subcontractors, or assignees pursuant to the terms of this contract.
No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protection, or other provisions for the parties, of the Colorado Governmental Immunity Act, CRS 24-10-101 at seq. or the Federal Tort Claims Act,
28 U.S.C. 2671 at seq. as applicable, as now or hereafter amended.
4. INDEPENDENT CONTRACTOR. 4 CCR 801-2
THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE.
NEITHER THE CONTRACTOR NOR ANY AGENT OR EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE AN
AGENT OR EMPLOYEE OF THE STATE. CONTRACTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME
TAX AND LOCAL HEAD TAX ON ANY MONIES PAID BY THE STATE PURSUANT TO THIS CONTRACT. CONTRACTOR ACKNOWLEDGES
THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE
CONTRACTOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE
PROVIDE SUCH COVERAGE. CONTRACTOR SHALL HAVE NO AUTHORIZATION, EXPRESS OR IMPLIED, TO BIND THE STATE TO ANY
AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND
KEEP IN FORCE WORKERS COMPENSATION (AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE) AND
UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR
THE ACTS OF THE CONTRACTOR, ITS EMPLOYEES AND AGENTS.
5. NON-DISCRIMINATION.
The contractor agrees to comply with the letter and the spirit of all applicable state and federal laws respecting discrimination and unfair
employment practices.
6. CHOICE OF LAW
The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and
enforcement of this contract. Any provision of this contract, whether or not incorporated herein by reference, which provides for arbitration by any
extrajudicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing
contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall
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 will not invalidate the remainder of this contract to the extent that the contract is capable of execution.
At all times during the performance of this contract, the Contractor shall strictly adhere to all applicable federal and state laws, rules, and
regulations that have been or may hereafter be established.
7. SOFTWARE PIRACY PROHIBITION Governor's Executive Order D 002 00
No State or other public funds payable under this Contract shall be used for the acquisition, operation, or maintenance of computer software in
violation of United States copyright laws or applicable licensing restrictions. The Contractor hereby certifies that, for the term of this Contract and
any extensions, the Contractor has in place appropriate systems and controls to prevent such improper use of public funds. If the State
determines that the Contractor is in violation of this paragraph, the State may exercise any remedy available at law or equity or under this
Contract, including, without limitation, immediate termination of the Contract and any remedy consistent with United States copyright laws or
applicable licensing restrictions.
8. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 & CRS 24-50-507
The signatories aver that to their knowledge, no employee of the State of Colorado has any personal or beneficial interest whatsoever in the
service or property described herein.
Effective Date: August 1, 2005
Page 8 of 9 Pages
SPECIAL PROVISIONS
The Special Provisions apply to all contracts except where noted in italics.
1. CONTROLLER'S APPROVAL. CRS 24-30-202 (1). This contract shall not be deemed valid until it has been approved by
the Colorado State Controller or designee.
2. FUND AVAILABILITY. CRS 24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.
3. INDEMNIFICATION. Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any
and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a
result of any act or omission by Contractor, or its employees, agents, subcontractors, or assignees pursuant to the terms of this
contract.
[Applicable Only to Intergovernmental Contracts] No term or condition of this contract shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado
Governmental Immunity Act, CRS 24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as
now or hereafter amended.
4. INDEPENDENT CONTRACTOR. 4 CCR 801-2. Contractor shall perform its duties hereunder as an independent contractor
and not as an employee. Neither contractor nor any agent or employee of contractor shall be or shall be deemed to be an agent
or employee of the state. Contractor shall pay when due all required employment taxes and income taxes and local head taxes on
any monies paid by the state pursuant to this contract. Contractor acknowledges that contractor and its employees are not
entitled to unemployment insurance benefits unless contractor or a third party provides such coverage and that the state does not
pay for or otherwise provide such coverage. Contractor shall have no authorization, express or implied, to bind the state to any
agreement, liability or understanding, except as expressly set forth herein. Contractor shall provide and keep in force workers'
compensation (and provide proof of such insurance when requested by the state) and unemployment compensation insurance in
the amounts required by law and shall be solely responsible for its acts and those of its employees and agents.
5. NON-DISCRIMINATION. Contractor agrees to comply with the letter and the spirit of all applicable State and federal laws
respecting discrimination and unfair employment practices.
6. CHOICE OF LAW. The laws of the State of Colorado, and rules and regulations issued pursuant thereto, shall be applied in
the interpretation, execution, and enforcement of this contract. Any provision of this contract, whether or not incorporated herein
by reference, which provides for arbitration by any extra -judicial body or person or which is otherwise in conflict with said laws,
rules, and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference
which purports to negate this or any other special provision in whole or in part shall 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 will not invalidate the remainder of this contract, to the extent that this contract is capable of execution. At all times
during the performance of this contract, Contractor shall strictly adhere to all applicable federal and State laws, rules, and
regulations that have been or may hereafter be established.
7. [Not Applicable to Intergovernmental Contracts] VENDOR OFFSET. CRS 24-30-202 (1) and 24-30-202.4. The
State Controller may withhold payment of certain debts owed to State agencies under the vendor offset intercept system for: (a)
unpaid child support debt or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in
Article 21, Title 39, CRS; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts
required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State or its agencies, as a
result of final agency determination or reduced to judgment, as certified by the State Controller.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. No State or other public funds payable
under this contract shall be used for the acquisition, operation, or maintenance of computer software in violation of federal
copyright laws or applicable licensing restrictions. Contractor hereby certifies that, for the term of this contract and any
extensions, Contractor has in place appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Contractor is in violation of this paragraph, the State may exercise any remedy available at law or equity or under
this contract, including, without limitation, immediate termination of this contract and any remedy consistent with federal
copyright laws or applicable licensing restrictions.
9. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 and 24-50-507. 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 contract.
10. [Not Applicable to Intergovernmental Contracts]. ILLEGAL ALIENS — PUBLIC CONTRACTS FOR SERVICES AND
RESTRICTIONS ON PUBLIC BENEFITS. CRS 8-17.5-101 and 24-76.5-101. Contractor certifies that it shall comply with the
provisions of CRS 8-17.5-101 et seq. Contractor shall not knowingly employ or contract with an illegal alien to perform work
under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform work under this contract. Contractor represents, warrants, and
agrees that it (i) has verified that it does not employ any illegal aliens, through participation in the Basic Pilot Employment
Verification Program administered by the Social Security Administration and Department of Homeland Security, and (ii) otherwise
shall comply with the requirements of CRS 8-17.5-102(2)(b). Contractor shall comply with all reasonable requests made in the
course of an investigation under CRS 8-17.5-102 by the Colorado Department of Labor and Employment. Failure to comply with
any requirement of this provision or CRS 8-17.5-101 et seq., shall be cause for termination for breach and Contractor shall be
liable for actual and consequential damages.
Contractor, if a natural person eighteen (18) years of age or older, hereby swears or 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
CRS 24-76.5-101 et seq., and (iii) shall produce one form of identification required by CRS 24-76.5-103 prior to the effective date
of this contract.
Page 8 of 9 Pages Revised October 25, 2006
