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Home My WebLink AboutC08-300Routing # 00016 ESA 100 Encumbrance # 97HS77F20 STATE OF COLORADO c;r~lia ~ GOVERNOR'S OFFICE OF HOMELAND SECURITY (OHS) PUBLIC 5~-~`~TY A`T'EIS.OPE~-~_~~~t.t~ION~~~''~G~ PROG~- GRANT AGREEMENT with EAGLE COUNTY TABLE OF CONTENTS 1.PARTIES .............................................................................................................................................................................. 2 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY ............................. .................................................................... 2 3. RECITALS ....................................................................................................... .................................................................... 2 4. DEFINITIONS ................................................................................................. .................................................................... 2 5. TERM AND EARLY TERMINATION .......................................................... .................................................................... 3 6. STATEMENT OF WORK ............................................................................... .................................................................... 3 7. MATCHING FUNDS ...................................................................................... .................................................................... 3 8. GRANTEE FINANCIAL MANAGEMENT ................................................... .................................................................... 4 9. PAYMENTS TO GRANTEE ........................................................................... .................................................................... 4 10. REPORTING AND NOTIFICATION ........................................................... .................................................................... 5 11. GRANTEE RECORDS .................................................................................. .................................................................... 5 12. CONFIDENTIAL INFORMATION-STATE RECORDS ............................. .................................................................... 6 13. CONFLICT OF INTEREST ........................................................................... .................................................................... 6 14. REPRESENTATIONS, WARRANTIES, AND INSPECTIONS .................. .................................................................... 7 15. INSURANCE ................................................................................................. .................................................................... 8 16. DEFAULT-BREACH .................................................................................... .................................................................... 9 17. REMEDIES .................................................................................................... .................................................................... 9 18. NOTICES AND REPRESENTATIVES ........................................................ .................................................................. 11 19. GOVERNMENTAL IMMUNITY ................................................................. .................................................................. 11 20. MISCELLANEOUS ....................................................................................... .................................................................. 11 21. COLORADO SPECIAL PROVISIONS ........................................................ .................................................................. 14 22. SIGNATURES ............................................................................................... .................................................................. 16 23. EXHIBIT A -APPLICABLE LAWS ............................................................ .................................................................... 1 24. EXHIBIT B -STATEMENT OF WORK -GRANT APPLICATION .............................................................................. 1 Page 1 of 16 1. PARTIES THIS GRANT AGREEMENT ("Grant") is entered into by and between EAGLE COUNTY ("Grantee"), and the STATE OF COLORADO (the "State") acting by and through the Governor's Office of Homeland Security (the "Office"). 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY. This Grant shall not be effective or enforceable until approved and signed by the Colorado State Controller or authorized delegate ("Effective Date"), but shall be effective and enforceable thereafter in accordance with its provisions. The Office shall not be obligated to pay or reimburse Grantee for any performance hereunder, including, but not limited to costs or expenses incurred, or be bound by any provision of this Grant prior to The Effective Date; provided, however, that A. Authorized by Funding Authority All Project costs, if specifically authorized by the funding authority, incurred on or after the effective date and pre-award costs for Planning, if any, incurred on or after May 1, 2008, such costs may be submitted for reimbursement as if incurred after the Effective Date. B. Non-Federal Funds All or some of the costs or expenses incurred by Grantee prior to the Effective Date which have been or will be paid with non-federal funds may be included as a part of Grantee's non-federal match requirement, set forth herein and in Exhibit B, if such costs or expenses are properly documented as eligible expenses in accordance with Exhibit B. . 3. RECITALS A. Authority, Appropriation, And Approval Authority for this Grant arises from CRS §24-32-2101 et seq. 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 the required approval, clearance and coordination have been accomplished from and with appropriate agencies. B. Grantee Grantee is an eligible recipient of Grant Funds made available by the Program, as defined below, and awarded by this Grant. C. Purpose and Office's Role The Office administers funds made available for the purpose of enhancing Homeland Security- related prevention, response and recovery capabilities throughout the State. PSIC Grant funds are administered for the purpose of improving interoperability of communications. 4. DEFINITIONS The following terms as used herein shall mean and be used, construed, and interpreted as follows: A. Effective Date Effective Date means the date this Grant is effective and enforceable in accordance with §2 above. B. Exhibits The following exhibits are attached hereto and incorporated by reference herein: Exhibit A (Applicable Laws) and Exhibit B (Statement of Work-Grant Application). C. Goods Goods means any physical item produced or manufactured and acquired by Grantee either separately or in conjunction with the Services rendered hereunder that are required by the provisions hereof. D. Grant Funds Grant Funds means the funds available for distribution by the Office to Grantee for use in connection with the Project(s) described in Exhibit B. E. Party or Parties Party or Parties means one or both of the Office and Grantee. F. Program Program means the federal or state funding for this Grant. G. Project(s) Project(s) means the Project(s) described in the Exhibit B. Page 2 of 16 H. Project Budget Project Budget means the Project Budget described in Exhibit B. I. Redp)ent Reclpie~t,~mes,~ity, eli~lerit~y tcy ~s~ich £~rantee l~'~s> ~~ ~~.~e~it qr utl~e"r tau~'tile gads" prtact~r+~d ~y Grantee v~itli maids iiiKr~e ~raala~ile ~ t,z~ ~rii~. J. Services Services means services performed or tangible material produced or delivered in completing the Project and in performance of Grantee's other obligations hereunder. ~, K, Sub~€tl~ubgra~fee , Subgt meazts ~ sward ar wit of financial ass~ce iiiai~~ try; a~ti~!~at~ier ~~l%~`~rle entity thrct~is .. v ......... . ..... g~at::~~~SZte~ ~ atrY "r"ebapiat cr~~ s~gr;t trla "~`~ Isuia~z t~ ~ra~tt; L. Termination Date Termination Date means the date this Grant terminates as described in §5 below. M. Work Work means the tasks Contractor is required to perform in order to fulfill its obligations hereunder. N. Work Product Work Product means software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts, prepared by Grantee in completing the Project and in performance of Grantee's other obligations hereunder. 5. TERM AND EARLY TERMINATION A. Initial Term-Work Commencement The term of this Grant shall commence on the later of the Effective Date or August 20, 2008, and terminate on June 30, 2010, unless terminated earlier as provided below. Grantee's obligations under this Grant shall be undertaken and performed in the sequence and manner set forth in the Statement of Work. Performance of this Grant shall commence as soon as practicable after the Effective Date. B. Office's Option to Extend The Office, in its sole discretion and upon written notice to Grantee, may unilaterally extend the term of this Grant for a period of up to three months under the same provisions as the original Grant. This extension shall terminate at the earlier of either the end of the three month period or when a replacement Grant is signed by the Parties and approved by the State Controller or authorized designee. Any other extension of the term of this Grant requires an amendment made in accordance with §21(G) below. C. Early Termination This Grant is subject to early termination in accordance with §17 and §9(B)(iii) below. 6. STATEMENT OF WORK Grantee shall complete the Project and perform its other obligations as described herein and in Exhibit B. Grantee shall prosecute its obligations hereunder and in Exhibit B with due diligence to completion. The Office, in its sole discretion, but in accordance with limitations imposed by the Office of the State Controller, may change budgetary lines in the Project Budget section of Exhibit B. The Office shall send notice of such changes within 60 days in accordance with §18 below. 7. MATCHING FUNDS A. Amount Grantee shall provide matching funds as provided in the Exhibit B. Grantee shall raise the full amount of matching funds during the term of this Grant and shall report to the Office regarding the status of such funds as required in Exhibit B. B. Breach Grantee's failure to raise matching funds, to keep records, and/or to report may affect its continued participation in the Program under which this Grant operates. In addition, the Office may terminate this Grant under §17(A) below, if the Office has reasonable evidence that Grantee will be unable to raise such matching funds during the term hereof. Page 3 of 16 S. GRANTEE FINANCIAL MANAGEMENT A. Accounts Grantee shall maintain properly segregated accounts of Grant funds, matching funds, and other funds associated with the Project and make those records available to the Office on request. All receipts and expenditures associated with the Project shall be documented in a detailed and specific manner, in accordance with the Project Budget. B. Project Budget Line Item Adjustments Grantee may adjust individual budget line amounts within the Project Budget only by an amendment in accordance with §20(G); provided however, that Grantee may do so by notifying the Office without an amendment if i. Budget Lines there are not any transfers to or between administration budget lines; and ii. 10% Limit the cumulative budgetary line item changes do not exceed 10% of the total budgeted amount. 9. PAYMENTS TO GRANTEE Grantee shall be paid in the following amounts and manners, subject to return of any unexpended Grant Funds: A. Maximum Amount The maximum amount payable under this Grant to Grantee by the Office shall be $1,165,775.00, as determined by the Office from available funds. The Office shall reimburse Grantee for costs approved in the Grant budget, set forth in Exhibit B for Services performed, reviewed, and accepted or Goods delivered, inspected and accepted, pursuant to the provisions of this Grant, including without limitation, performance, quality, milestones and completion requirements for payment set forth in Exhibit B, and the Office's inspection and acceptance rights in §14 below. Satisfactory performance under the terms of this Grant shall be a condition precedent to the Office's obligation to reimburse Grantee. The maximum amount of Grant Funds payable as reimbursement under this Grant, and any extension hereof, shall include all Grantee's fees, costs and expenses. B. Payment All payments are subject to the provisions of §17 below. i. Method and Time Grantee periodically shall submit invoices to the Office in the form and manner set forth in the Statement of Work, and attach timesheets, receipts and other requested documentation in the form and manner approved by the Office. Grantee shall submit request for reimbursements/invoices within 30 days after the end of the period for which payment is requested, and final billings under this Grant shall be received by the Office within 45 days after termination hereof. Untimely requests for payment may be accepted at the sole discretion of the Office. ii. Electronic Funds Transfer Payments shall be made by one of the following methods: a) by mutually agreeable method including in-person pickup, b) electronic funds transfer (EFT) if Grantee provides written EFT instructions to the Office on a form acceptable to the Office, or c) via the U.S. Postal Service or other delivery service with a properly addressed stamped envelope to the address specified by Grantee in the remittance address section of Exhibit B. iii. Available Funds-Contingency-Termination The Office is prohibited by law from making fiscal commitments beyond the term of the State's current fiscal year. Therefore, Grantee's compensation is contingent upon the continuing availability of State appropriations as provided in §2 of the Colorado Special Provisions, set forth below. If federal appropriations or grants fund this Grant in whole or in part, the Office's performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this Grant shall be made only from available funds encumbered for this Grant and the Office's liability for such payments shall be limited to the amount remaining of such encumbered funds. If State or federal funds are not appropriated, or otherwise become unavailable to fund this Grant, the Office Page 4 of 16 may immediately terminate this Grant in whole or in part without further liability in accordance with §17(B) below. iv. Erroneous Payments Payments made to Grantee in error for any reason, including, but not limited to overpayments or improper payments, at the Office's sole discretion, may be recovered from Grantee by deduction from subsequent payment under this Grant or other grants or contracts between the Office and Grantee or by other appropriate methods or collected as a debt due to the Office. C. Unexpended Funds i. Return Any Grant Funds paid to Grantee and not expended in connection with this Grant shall be refunded by Grantee to the Office within 15 days of termination of this Grant. If Grantee receives Grant Funds hereunder during any fiscal year in excess of its spending limit for such fiscal year, Grantee shall refund all excess Grant Funds to the Office within 15 days of the later of (a) the receipt of such Grant Funds or (b) the determination of such excess. Unexpended or excess Grant Funds received by Grantee under this Grant shall not be refunded or paid to any party other than the Office. ii. De-Obligation Any Grant Funds not required to complete Grantee's obligations hereunder shall be de-obligated. The Office shall send notice of such de-obligation within 60 days in accordance with §18 below. iii. Offset If Grantee fails to return unexpended funds the Office may offset the amount not returned against any other unpaid funds the Office owes Grantee under any other grant, contract, or obligation between the Parties. 10. REPORTING AND NOTIFICATION Reports and analyses required under this section shall be made in accordance with procedures and in such form as prescribed by the Office. A. Performance, Progress, Personnel, and Funds Grantee shall comply with all reporting requirements set forth in Exhibit B. B. Litigation Within 10 days after being served with any pleading related to this Grant or the Project, in a legal action filed with a court or administrative agency, Grantee shall notify the Office of such action and deliver copies of such pleadings to the Office's principal representative in accordance with §18 below. If an Office principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of the Office. C. Noncompliance Grantee's failure to provide reports and notify the Office in a timely manner in accordance with this section may result in the delay of payment of funds and/or termination under §17 of this Grant. 11. GRANTEE RECORDS Grantee shall make, keep, maintain and allow inspection and monitoring of the following records: A. Maintenance Grantee shall maintain a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Project or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records (the Record Retention Period) until the last to occur of the following: i. a period of four years after the date this Grant is completed or terminated, or ii. final payment is made hereunder, whichever is later, or iii. for such further period as may be necessary to resolve any pending matters, or iv. if an audit is occuring, or Grantee has received notice that an audit is pending, then until such audit has been completed and its findings have been resolved B. Inspection Grantee shall permit the State, the federal government or any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Grantee's records related to this Grant during the Records Retention Period to assure compliance with the terms hereof or to evaluate Grantee's performance. The Office reserves the right to inspect the Project at all reasonable times Page 5 of 16 and places during the term of this Grant, including any extension. If the Project does not conform to Grant requirements, the Office may require Grantee promptly to bring the Project into conformity with Grant requirements, at Grantee's sole expense. If the Project cannot be brought into conformance by re- performance or other corrective measures, the Office may require Grantee to take necessary action to ensure that future performance conforms to Grant requirements and exercise the remedies available under this Grant, at law or inequity in lieu of or in conjunction with the preceding measure. C. Monitoring Grantee also shall permit the State, the federal government or any other duly authorized agent of a governmental agency, in the sole discretion of such governmental agency, to monitor all activities conducted by Grantee pursuant to this Grant, using any reasonable procedure, at the discretion of such governmental agency, including, but not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checking, and formal audit examinations. All such monitoring shall be performed in a manner which will not unduly interfere with Grantee's performance hereunder. D. Final Audit Report If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this Grant, Grantee shall submit one copy of the final audit report to the Office's principal representative at the address specified in §18 below. 12. CONFIDENTIAL INFORMATION-STATE RECORDS Grantee acknowledges that it may become privy to confidential information in connection with its performance hereunder, including but not limited to State records, personnel records, and information concerning individuals ("Confidential Information"). The following applies if Grantee receives confidential information: A. Confidentiality Grantee shall keep all Confidential Information confidential at all times and comply with all laws and regulations concerning confidentiality of information to the same extent applicable to the Office. Any request or demand for information in the possession of Grantee made by a third party shall be forwarded immediately to the Office's principal representative for resolution. B. Notification Grantee shall notify each of its agents, employees, sub-grantees, subcontractors and assigns (each a "Related Party") who may come into contact with Confidential Information that such party is subject to the confidentiality requirements set forth herein, and shall provide each Related Party with a written explanation of such requirements before permitting such party to access any information of the Office. C. Use, Security, and Retention No Confidential Information of any kind shall be distributed or sold to any third party or used by Grantee or a Related Party in any way, except as authorized by this Grant and as approved by the Office. Grantee shall provide and maintain a secure environment that ensures confidentiality of all State records and other Confidential Information wherever located. Confidential Information shall not be retained in any files or otherwise by Grantee or a Related Party, except as set forth in this Grant and approved by the Office. D. Disclosure-Liability Disclosure of State records or other Confidential Information by Grantee or a Related Party for any reason may be cause for legal action against Grantee or such Related Party by the State or third parties and defense of any such action shall be Grantee's sole responsibility. 13. CONFLICT OF INTEREST A. Definition and Appearance Grantee shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of Grantee's obligations hereunder. Grantee acknowledges that with respect to this Grant, even the appearance of a conflict of interest is harmful to the Office's interests. Absent the Office's prior written approval, Grantee shall refrain from any practices, activities or relationships which reasonably appear to be in conflict with the full performance of Grantee's obligations to the Office hereunder. Grantee shall comply with the provisions of CRS § 18-8-308 and §24- 18-101-109. B. Specific Prohibitions Grantee's and sub-grantee's respective officers, employees, or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from Grantee's potential subgrantees, or parties to sub- Page 6 of 16 contracts. Grantee's employees, officers, agents or any permitted sub-grantees shall not participate in the selection, award, or administration of this Grant or any sub-grant or sub-contract, if an actual or apparent conflict of interest would occur. Such a conflict would arise when any of the following has a financial or other interest in the firm selected for award: i. an employee, officer, agent or board member; ii. any member of the employee's immediate family; iii. an employee's partner; or iv. an organization, which employs, or is about to employ, any of the aforementioned. C. Determination by Office -Default If Grantee is uncertain as to the existence of a conflict of interest, Grantee shall submit to the Office a disclosure statement setting forth the relevant details for the Office's consideration. Failure to promptly submit a disclosure statement or to follow the Office's direction in regard to the apparent conflict shall be considered a material default of this Grant and grounds for termination under §17 below. D. Code of Performance Grantee, and sub-grantees and subcontractors, if any, shall maintain a written code of standards governing the performance of their respective employees, agents, and contractors engaged in the award and administration of this Grant, or subcontract or subgrant, if any. Grantee shall provide a copy of such code to the Office within 10 days of the Office's written request therefore. 14. REPRESENTATIONS, WARRANTIES, AND INSPECTIONS The Parties make the following specific representations and warranties to each other, upon which each is relying in entering into this Grant. A. Standard and Manner Of Performance Grantee shall perform its obligations hereunder, including in accordance with the highest professional standard of care, skill and diligence. Grantee shall perform its obligations hereunder in the sequence and manner set forth in Exhibit B. B. Compliance with Law and Policies Grantee warrants that it will at all times strictly adhere to, and comply with, all applicable Federal and Colorado State laws, and their implementing regulations, as they currently exist and may hereafter be amended, which laws and regulations are incorporated herein by this reference as terms and conditions of this contract. C. Inspection and Verification The Office reserves the right to inspect and monitor Grantee's performance hereunder at all reasonable times and places to verify that they conform to the requirements of Exhibit B. If Grantee's performance does not conform to Grant requirements, the Office may require Grantee promptly to bring its performance into conformity with Grant requirements, at Grantee's sole expense. If the Project cannot be brought into conformance by corrective measures, the Office may require Grantee to take necessary action to ensure that future performance conforms to Grant requirements and exercise the remedies available under this Grant, at law or in equity in lieu of or in conjunction with the preceding measure. D. Legal Authority-Grantee and Grantees Signatory Grantee warrants that it possesses the legal authority to enter into this Grant and has taken all actions required by its procedures, by-laws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Grant and to bind Grantee to its terms. The person signing and executing this Grant on behalf of Grantee hereby represents and warrants and guarantees that they have full authorization to do so. If requested by the Office, Grantee shall provide the Office the basis for Grantee's authority to enter into this Grant within 15 days of receiving such request. E. Licenses, Permits, Etc. Grantee represents and warrants that as of the Effective Date it has, and that at all times during the term hereof it will have, at its sole expense, all licenses, certifications, approval, insurance, permits, and other authorization required by law to perform its obligations hereunder. Additionally, all employees of Grantee performing services under this Grant shall hold the required licenses or certifications, if any, to perform their duties, Grantee, if a foreign corporation or other entity transacting business in the State of Colorado, further certifies that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewal of licenses, certifications, approvals, Page 7 of 16 insurance, permits or any such similar requirements necessary for Grantee to properly perform this Grant, shall be deemed to be a default by Grantee and grounds for termination under §17(A) below. F. Breach If the Grantee breaches any of its representations or warranties, the Office may require Grantee to promptly perform its obligations again in conformity with Grant requirements, at no additional cost to the Office. If such breaches cannot be, or are not cured, the Office may, in addition to any other remedies provided for in this Grant, require Grantee to take necessary action to ensure that future performance conforms to the provisions of this Grant; and equitably reduce the payment due to Grantee to reflect the reduced value of the Project. Any reduction, delay or denial of payment under this provision shall not constitute a breach of Grantor default by the Office. 15. INSURANCE Grantee shall obtain and maintain insurance as specified in this section at all times during the term of this Grant: All policies evidencing the insurance coverages required hereunder shall be issued by insurance companies satisfactory to Grantee and the State. A. Grantee i. Public Entities If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended the (Colorado Governmental Immunity Act"), (CGIA) then Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the CGIA. Grantee shall show proof of such insurance satisfactory to the Office, if requested by the Office. Grantee shall require any subcontractors of the Grantee, providing Goods or Services in connection with this Grant, to include the insurance requirements necessary to meet the Grantees liabilities under the CGIA. ii. Non-Public Entities If Grantee is not a "public entity" within the meaning of the CGIA, Grantee shall obtain and maintain during the term of this Grant insurance coverage and policies meeting the requirements set forth in subsection B of this section. B. Subcontactors Grantee shall require each contract with a subcontractor, other than those that are public entities, providing Goods or Services in connection with this Grant, to include insurance requirements in compliance with the Grantee's internal procurement insurance requirement policies and practices or require those substantially similar to the following: i. Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all subcontractor employees acting within the course and scope of their employment. ii. General Liability Commercial General Liability Insurance written on ISO occurrence form CG 00 O1 10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: a) $1,000,000 each occurrence; b) $1,000,000 general aggregate; c) $1,000,000 products and completed operations aggregate; and d) $50,000 any one fire. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, sub-grantee or subcontractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to Grantee a certificate or other document satisfactory to Grantee showing compliance with this provision. iii. 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. iv. Additional Insured Grantee and the State shall be named as additional insured on the Commercial General Liability and Page 8 of 16 Automobile Liability Insurance policies (leases and construction contracts require additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent). v. Primacy of Coverage Coverage required of the shall be primary over any insurance or self-insurance program carried by Grantee or the State. vi. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal without at least 45 days prior notice to the Grantee and the State by certified mail. vii. Subrogation Waiver All insurance policies in any way related to the Grant and secured and maintained by Grantee's subcontractors as required herein 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. C. Certificates Each of Grantee's subcontractors shall provide certificates showing insurance coverage required hereunder to Grantee within seven business days of the Effective Date, but in no event later than the commencement of the Services or delivery of the Goods. No later than 15 days prior to the expiration date of any such coverage, each subcontractor shall provide certificates of insurance to the Grantee evidencing renewals. There after, upon request or at any time during the term of the a subcontract, the Grantor may request in writing from the grantee, and the subcontractor shall thereupon within 10 days supply to Grantee, evidence satisfactory insurance to the Grantee and the Office of Compliance with the provisions of this section. 16. DEFAULT-BREACH A. Defined In addition to any breaches or defaults specified in other sections of this Grant, including, but not limited to those in §17 below herein, the failure of either Party to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner, constitutes a default or breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar legislation, 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 20 days after the institution or occurrence thereof; shall also constitute a default. B. Notice and Cure Period In the event of a default or breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in §18 below. If such default or breach is not cured within 30 days of receipt of written notice or, if a cure cannot be completed within 30 days, cure of the default or breach has not begun within said period and pursued with due diligence, the aggrieved Party may terminate this Grant by providing written notice thereof, as provided for in §18 below specifying the effective date of the termination. Notwithstanding anything to the contrary herein, the Office, in its sole discretion, need not provide advance notice or a cure period and may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. 17. REMEDIES If Grantee is in default or breach under any provision of this Grant, the Office shall have all of the remedies listed in this section in addition to all other remedies set forth in other sections of this Grant. The Office may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively. A. Termination for Cause and/or Default If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion in accordance with the provisions of this Grant and in a timely manner, the Office may notify Grantee of such non-performance in accordance with §16 above and §18 below. If Grantee thereafter fails to promptly cure such non-performance within the cure period, the Office, at its option, may terminate this entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform. Exercise by the Office of this right shall not be deemed a breach of its obligations hereunder. Page 9 of 16 Grantee shall continue performance of this Grant to the extent not terminated, if any. i. Obligations and Rights To the extent specified in the termination notice, Grantee shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall also terminate outstanding orders and subcontracts with third parties. However, Grantee shall complete and deliver to the Office all Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within the Grant terms. In the sole discretion of the Office, Grantee shall assign to the Office all of Grantee's right, title, and interest under 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 in which the Office has an interest. All materials owned by the Office in the possession of Grantee shall be immediately returned to the Office. In the sole discretion of the Office, Grantee shall assign to the Office all of Grantee's right, title, and interest under such terminated orders or subcontracts. All Work Product, at the option of the Office, shall be delivered by Grantee to the Office and shall become the Office's property. ii. Payments The Office shall reimburse Grantee only for accepted Services and Goods received up to the date of termination. If, after termination by the Office, it is determined that Grantee was not in default 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 the same as if this Grant had been terminated in the public interest, as described in §17(B) below. iii. Damages and Withholding Notwithstanding any other remedial action by the Office, Grantee also shall remain liable to the Office for any damages sustained by the Office by virtue of any default under this section by Grantee and the Office may withhold any payment to Grantee for the purpose of mitigating the Office's damages, until such time as the exact amount of damages due to the Office from Grantee is determined. Further, the Office may withhold amounts due to Grantee as the Office deems necessary to protect the Office against loss because of outstanding liens or claims of former lien holders and to reimburse the Office for the excess costs incurred in procuring similar goods or services. Grantee shall be liable for excess costs incurred by the Office in procuring from third parties replacement Services or substitute Goods as cover. B. Early Termination for the Public Interest The Office is entering into this Grant for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, and Courts. If this Grant ceases to further the public policy of the State, the Office, in its sole discretion, may terminate this Grant in whole or in part. Exercise by the Office of this right shall not be deemed a breach of the Office's obligations hereunder. This subsection shall not apply to a termination of this Grant by the Office for cause or default by Grantee, which shall be governed by §17(A) above. i. Method and Content The Office shall notify Grantee of the termination in accordance with §16 above and §18 below, specifying the effective date of the termination and whether it affects all or a portion of this Grant. ii. Obligations and Rights Upon receipt of a termination notice, Grantee shall be subject to and comply with §17(A) above. iii. Payments If this Grant is terminated by the Office in furtherance of the public interest of the State of Colorado, Grantee shall be paid an amount which bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily performed or the Goods satisfactorily delivered or installed bear to the total Services and Goods covered by this Grant, less payments previously made. Additionally, if the Grant is less than 60% completed, the Office may reimburse Grantee for a portion of actual out-of-pocket expenses (not otherwise reimbursed under this Grant) incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations hereunder; provided that reimbursement shall not exceed the maximum amount payable to Grantee hereunder. C. Remedies Not Involving Termination The Office, its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to the Office: Page 10 of 16 i. Suspend Performance Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary corrective action as specified by the Office without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee shall promptly cease performance and incurring costs in accordance with the Office's directive and the Office shall not be liable for costs incurred by Grantee after the suspension of performance under this provision. ii. Withhold Payment Withhold payment to Grantee until corrections in services are satisfactorily completed and /or acceptable goods are provided. iii. Deny Payment Deny payment for those Services not performed and/or Goods not provided and which due to circumstances caused by the Grantee cannot be performed or provided or, if performed or provided, would be of no value to the Office; provided, that any denial of payment shall be reasonably related to the value of work, performance or Goods lost to the Office. iv. Removal Demand removal of any of Grantee's employees, agents, or subcontractors whom the Office deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Grant is deemed to be contrary to the public interest or not in the Office's best interest. Replacement of any key personnel hereunder shall be done in accordance with the relevant provisions of Exhibit B. 18. NOTICES AND REPRESENTATIVES Each individual identified below is the principal representatives of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below. In addition to, but not in lieu of, hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. A. Office: ,; Masoti C. Whitise~, Executive T3irect~r f~vernnr's Offic~ caf~csrtxs~ Sect 9195 ~,1V~iriera~~~e.~ 21}tJ Cent~n~zal CQ~ 8f?1;~2 Email; zr~a.~on.whitnev~~~~u~ B. Grantee: Barry Smith Eagle County P.O. Box 850 Eagle, CO 81631 Email: barry.smith@eaglecounty.us 19. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary, nothing herein shall constitute 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., as amended. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of the Governmental Immunity Act and the risk management statutes, CRS §24-30-1501, et seq., as amended. 20. MISCELLANEOUS A. Assignment Grantee's rights and obligations hereunder are personal and may not be transferred, assigned or subcontracted, without the prior, written consent of the State. Any attempt at assignment, transfer, subcontracting without such consent shall be void. All assignments, subcontracts/subcontractors approved Page 11 of 16 by Grantee or the State shall be subject to the provisions hereof. Grantee shall be solely responsible for all aspects of subcontracting arrangements and performance. B. Binding Effect Unless otherwise provided herein, all provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns. C. Captions 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. D. Counterparts This Agreement may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous addition, deletion, or other amendment hereto shall not have any force or affect whatsoever, unless embodied herein. F. Jurisdiction and Venue All suits, actions, or proceedings related to this Agreement shall be held in the State of Colorado and the Parties herby agree that venue shall be proper in the City and County of Denver. G. Modification i. By the Parties Except as specifically provided in this Agreement, no modification of this Agreement shall be effective unless agreed to in writing by both parties in an amendment to this Agreement, properly executed and approved in accordance with Colorado State law and State Fiscal Rules. ii. By Operation of Law This Agreement is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Agreement on the effective date of such change, as if fully set forth herein. H. Order of Precedence The provisions of this Agreement shall govern the relationship of the State and Grantee. In the event of conflicts or inconsistencies between this Agreement and its exhibits and attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions; ii. Remaining pages of the Agreement; iii. Exhibit A; iv. Exhibit B; v. Additional Guidance issued by the State or Office. I. Severability Provided this Agreement can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof. J. Survival of Certain Agreement Terms Notwithstanding anything herein to the contrary, provisions of this Agreement requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Grantee fails to perform or comply as required. K. Third Party Beneficiaries Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party. Any services or benefits which third parties receive as a result of this Page 12 of 16 Agreement are incidental to the Agreement, and do not create any rights for such third parties. L. Waiver Waiver of any breach of a term, provision, or requirement of this Agreement or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 13 of 16 21. COLORADO SPECIAL PROVISIONS The Special Provisions apply to all Contracts except where noted in italics. A. 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. B. 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. C. 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. D. 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. E. 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. F. 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. G. 7. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to Intergovernmental Agreements]. The State Controller may withhold payment of certain debts owed to State agencies under the State's vendor offset intercept system for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et. seq.; (c) unpaid loans due to the Student Loan Division of the Office of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) Page 14 of 16 other unpaid debts certified by the State Controller as owing to the State as a result of final agency determination or judicial action. H. 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. I. 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. J. lO.PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [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) Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Office program established pursuant to CRS §8-17.5-102(5)(c), 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 (a) shall not use E-Verify Program or Office program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8- 17.5-102(5), by the Colorado Office of Labor and Employment. If Contractor participates in the Office program, Contractor shall deliver to the contracting State agency, institution of higher education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and comply with all of the other requirements of the Office program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. K. 11.PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract. Revised May 13, 2008 THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 15 of 16 22. SIGNATURES THE PARTIES HERETO HAVE EXECUTED THIS GRANT * Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and acknowledge that the State is relying on their representations to that effect. GRANTEE STATE OF COLORADO Eagle County Bill Ritter, Jr. GOVERNOR By: Peter Runyon Governor's Office of Homeland Security Title: Chairman, Eagle County Board of County Commissioners Mason C. Whitney, Director ..~ ~~ /~'~ *Signa Date: Date: 2nd Grantee Signature if Needed LEGAL REVIEW By: Name of Authorized Individual John W. Suthers, Attorney General Title: Official Title of Authorized Individual By: Signature -Assistant Attorney General * Signature Date: Date: ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Grants. This Grant is not valid until signed and dated below by the State Controller or delegate. Grantee is not authorized to begin performance until such time. If Grantee begins performing prior thereto, the State of Colorado is not obligated to pay Grantee for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER David J. McDermott, CPA sy: Date• Page 16 of 16 23. EXHIBIT A -APPLICABLE LAWS Federal laws and regulations incorporated into this Contract include, without limitation: 1. Age Discrimination Act of 1975, 42 U.S.C. Sections 6101, et seq. 2. Age Discrimination in Employment Act of 1967, 29 U.S.C. 621-634 3. Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. 12101, et seq. 4. Equal Pay Act of 1963, 29 U.S.C. 206(d) 5. Immigration Reform and Control Act of 1986, 8 U.S.C. 1324b 6. Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794 7. Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000d 8. Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000e 9. Title IX of the Education Amendment of 1972, 20 U.S.C. 1681, et seq. 10. Section 24-34-302, et seq., Colorado Revised Statutes 1997, as amended 11. The applicable of the following: 11.1. Cost Principals for State, Local and Indian Tribal Governments, 2 CFR 225, (OMB Circular A-87); 11.2. Cost Principals for Education Institutions, 2 C.F.R. 220, (OMB Circular A-21); 11.3. Cost Principals for Non-Profit Organizations, 2 C.F.R. 230, (OMB Circular A-122), and 11.4. Audits of States, Local Governments, and Non-Profit Organizations (OMB Circular A-133); and/or the Colorado Local Government Audit Law, CRS §29-1-601, et seq, and implementing rules and regulations. 11.5. Immigration Status -Cooperation with Federal Officials, CRS 29-29-101, et seq. 11.6. Davis-Bacon Act, 40 U.S.C. SS 276a to 276a-7. 11.7. Copeland Act, 40 U.S.C. S 276c and 18 U.S.C. SS 874. 11.8. Contract Work Hours and Safety Standards Act, 40 U.S.C. SS 327-333, regarding labor standards for federally assisted construction sub-awards. 11.9. Wild and Scenic Rivers Act of 1968, 16 U.S.C. SS 1271 et. seq., related to protecting components or potential components of the national wild and scenic rivers system. 11.10. National Historic Preservation Act of 1966, as amended, 16 U.S.C. 470, Executive Order No. 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974, 16 U.S.C. 469a-1 et. seq. 11.11. Stafford Disaster Assistance and Emergency Relief Act 42 U.S.C. 5121 et seq., as amended. 11.12. National Flood Insurance Act of 1968, 42 U.S.C. 4001 et, seq. 11.13. Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 USC 104. 11.14. Office of Defense Authorization Act of 1986, Title 14, Part B, Section 1412, 50 U.S.C. 1521. 11.15. USA PATRIOT Act of 2001, (Pub. L. 107-56). 11.16. Digital Television Transition and Public Safety Act of 2005, (Pub L. 109-171) 12. Federal Emergency Management Agency, Office of Homeland Security Regulations: All Applicable Portions of 44 CFR Chapter 1, with the following Parts specially noted and applicable to all grants of FEMA/DHS funds: 12.1 Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, 44 C.F.R. 13. 12.2 Governmentwide Debarment and Suspension (Nonprocurement) and Requirements for Drug-Free Workplace, 44 C.F.R. 17. 12.3 New Restrictions on Lobbying, 44 C.F.R. 18. 13. Privacy Act of 1974, 5 U.S.C. S 5529 and Regulations adopted thereunder (44 C.F.R. 6). 14. Prohibition against use of Federal Funds for Lobbying, 31 U.S.C. 1352 15. None of the funds made available through this agreement shall be used in contravention of the Federal buildings performance and reporting requirements of Executive Order No. 13123, part 3 of title V of the National Energy Conservation Policy Act, 42 U.S.C. 8251 et. Seq., or subtitle A of title I of the Energy Policy Act of 2005 (including the amendments made thereby). 16. None of the funds made available shall be used in contravention of section 303 of the Energy Policy Act of 1992, 42 U.S.C. 13212. 17. Buy American Act, 41 U.S.C. l0a et seq. 18. Relevant Public Safety Interoperable Communications (PSIC) Grant Guidance Page 1 of 1 - Exhibit A -Applicable Laws PSIC Award # 97HS77F20 24. EXHIBIT B -STATEMENT OF WORK -GRANT APPLICATION 1. DELIVERABLES: 1.1. 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 §5(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 Office. Two copies with original signatures shall be submitted in accordance with the schedule below: Re rt Period I~te Date Janu -March A ri130 A '1--Y June Jul 30 Jul - Se tember October 30 october - l~ecemtar xan 30 1.2. Final Reports: Grantee shall submit a final financial status and progress report that provides final financial reconciliation and a final cumulative grant/project accomplishments report within 45 days of the end of the project/grant period. Obligations of funds may remain on the final report. 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, the final report may be submitted at any time before its final due date. Further reports are not due after the Office has received, and sent notice of acceptance of the final grant report. 1,~, Non-Federal Match: This non-federal match section check oneJ ®applies to or does not apply ^ to this Grant. If it applies, this Grant requires anon-federal match contribution of 20.00% of part of the total Grant budget. (See 3.4 below.) Documentation of expenditures for the non-federal match contribution is required with each drawdown request. The match (check oneJ ®may or may not ^ include in-kind match.. lAy Other Deliverables: Each Region/Fiscal Agent receiving PSIC funds is required to meet and document the 20% statutory match requirement for each grant award during the period of performance of the grant program. Funds expended by Fiscal Agents beginning October 1, 2007 that meet the requirements for matching funds may be counted toward the total match requirement. The SAA is required to track and report the 20% match requirement for each grant award from PSIC funds for efforts other than planning and coordination, and training, which do not require any match. This documentation shall demonstrate that match funds are from non-federal sources. The match requirements can be met through cash or in-kind sources consistent with 15 C.F.R. §§24.3-24.24. 2. PERSONNEL: 2.1. Key Personnel 2.1.1. Responsible Administrator. Grantee's performance hereunder shall be under the direct supervision of Barry Smith, an employee or agent of Grantee, who is hereby designated as the responsible administrator of this project. 2.1.2. Replacement. Grantee shall immediately notify the Office if any key personnel cease to serve. Provided there is a good-faith reason for the change, if Grantee wishes to replace its key personnel, it shall notify the Office and seek its approval, which shall be at the Office's sole discretion, as the Office issued this Grant in part reliance on Grantee's representations regarding Key Personnel. Such notice shall specify why the change is necessary, who the proposed replacement is, what his/her qualifications are, and when the change will take effect. Anytime key personnel cease to serve, the Office, in its sole discretion, may direct Grantee to suspend work on the Project until such time as replacements are approved. All notices sent under this subsection shall be sent in accordance with §18 of the Grant. Page 1 of 9 - Exhibit B -Statement of Work -Grant Application 3. TESTING AND ACCEPTANCE CRITERIA: 3.1. The Office shall evaluate this Project(s) through the review of Grantee submitted financial and progress reports. The Office may also conduct on-site monitoring to determine whether the Grantee is meeting/met the performance goals, administrative standards, financial management and other requirements of this grant. The Office will notify Grantee in advance of such on-site monitoring. 4. PAYMENT: 4.1. Payment Schedule: Grantee shall submit requests for reimbursement using the Office provided form at least quarterly. Two original signed copies of the reimbursement requests are 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 §1 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 Office may withhold such reimbursement until the required reports have been submitted. 4.2. Payment Amount: Ifnon-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. 4.3. Remittance Address. If mailed, payments shall be remitted to the following address unless changed in accordance with §18 of the Grant: Eagle County Emergency Management P.O. Box 850 Eagle, CO 81631 5. ADMINISTRATIVE REQUIREMENTS: 5.1. Required Documentation: Sufficient detail shall be provided with reimbursement requests to demonstrate that expenses are allowable and appropriate as detailed below 5.1.1. Equipment or tangible goods. Requests for reimbursement for tangible personal property with a purchase price of less than $5,000 per item shall include the invoice number, description of item purchased (e.g. radios), and the location and number of items. 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 copy of the invoice and include a unique identifying number. This 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 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. Office of Homeland Security and/or FEMA as appropriate. 5.1.2. Services. Grantees shall include contracbpurchase order number(s) or employee names, the date(s) the services were provided and the nature of the services. 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. 5.2. 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: 5.2.1. Any sole source transaction in excess of $100,000 shall be approved in advance by the Office. 5.2.2. 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 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 Page 2 of 9 - Exhibit B -Statement of Work -Grant Application 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. 5.2.3. 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.epls.gov. 5.2.4. 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 : (a) state the percentage of the total cost of the program or project which will be financed with grant money; (b) state the dollar amount of state or federal funds for the project or program; and (c) use the phrase-"This project was supported by grant # 97HS77F20, issued by the Governor's Office of Homeland Security." 5.2.5. Grantee shall verify that all purchases are listed in §1.1 of this Exhibit. 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. 5.2.6. 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 Office. 5.2.7. Grantee shall ensure that all funds are needed to supplement and not to supplant the Grantee's own funds. 5.3. Additional Administrative Requirements: Any change in the scope of a project, including the purchase of equipment not shown in this Exhibit, or any change equal to or greater than 10% (cumulative) to the budget shown in this Exhibit, requires a formal amendment to this contract. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 3 of 9 - Exhibit B -Statement of Work -Grant Application 6. GRANT APPLICATION -STATEMENT OF WORK and BUDGET ITEMIZATION: PROJECT A Project A will obtain and install the necessary equipment, software, transmitting sites, and accessories to support P25/DTRS in the most populated areas of Northwestern Colorado not currently covered by DTRS. The City of Grand Junction houses the GJRCC that services parts of Western Colorado and Eastern Utah. The GJRCC is the sole 9-1-1 PSAP and dispatch services provider for the public safety agencies in Mesa County, Colorado, except for Colorado State Patrol. The GJRCC currently uses a VHF radio system that includes some sites that coexist with the Colorado State Patrol and the State of Colorado's Digital Trunked Radio System (DTRS). However, communications through the 800 MHz system are not currently in place. This lack of interoperability is preventing first responders and law enforcement agencies from communicating with and sharing law enforcement information with other local entities as well as state and federal agencies. Summit County Communications Center (SCCC) along with Vail Public Safety Communications Center (VPSCC) are located on the eastern end of the NWAHEMR covering approximately 90 miles of the I-70 corridor. In addition Summit and Eagle counties receive the highest tourist destination traffic in the State of Colorado with more than a million skier visits annually between the two counties. Between these two entities more than 40 first response agencies are dispatched covering a total area of almost 2,311 square miles. SCCC currently uses a mixed VHF and state DTR system with three sites that support 800 MHz in the county in addition to 8 VHF transmitter sites. These sites support a variety of users including State, Federal and Local agencies. VPSCC currently uses a P16 800 MHz DTR system with 13 sites. In addition the area between the two counties comprises over 172 sq miles of shared use area between the US Forest Service, Summit County, and Eagle County. Because of the disparity between the systems in this area none of the three entities which has response needs in this area can communicate with each other. This problem has been shown during a recent incident on I-70 where four different agencies responded to the scene and none were able to communicate during the incident. This upgrade facilitates radio interoperability with the adjacent Northwest Region county of Garfield, West Region counties of Delta and Montrose, the Colorado State Patrol, and possibly the Utah Highway Patrol. The Communications Centers in the Northwest Region of Colorado will be able to provide backup to one another in the case of a catastrophic event. The establishment of this capability supports the State of Colorado's requirements of its interoperability plan. We are one of the last entities to gain the 800 MHz capability. Design and Implementation Upgrade 9 existing transmitting sites - These sites include Mesa Point, Grand Mesa, Whitewater, Mt Callahan, Black Ridge (currently under construction), Monument and Sunlight with the necessary compatibility systems and technical equipment. The upgrade will include repeaters and DTR channels to improve their capability of handling the volume of use pm the existing 800 MHz State DTRS. The sites in Mesa County currently are designed to handle only CSP, DOW, and a couple of other users. The upgrades are necessary to add the public safety agencies in Mesa County. The Monument Site located in Garfield County is 15 Miles north of Rifle on State Hwy 13 on the East side of the Hwy. The microwave will upgrade capacity on the microwave system from Sunlight to Monument, this upgrade in capacity will allow connectivity more DTR sites as well as Dispatch Centers to the East of Ga~eld County to connect to the zone controller in Grand Junction, currently this microwave hop is a bottle neck in the system that will not allow anymore connections using this path even though the other microwaves in the system have capacity. Page 4 of 9 - Exhibit B -Statement of Work -Grant Application pp on N+arY name Eagk Couvly Repov North Wni Gnn PwVan ,PpAi)R $g&~'~Rb~Wbw(i(9N96taM~Nblli "t^" Reglmai PriaNy Number q~ Profen nawRarripbu Tower Upgrades-S Exisuvg Snes(Meu Poivt Greed Mesa, W6aewater, Mt CWLshaq Black Rrdge) 9bie PSIC In.wmeoilu) 2 DTRS SUmwide lvfiaswcnve DevelopsveaVEvhmcemevt biRe SVnegY Oblenire SlCovwuwcauosu ry Tuba Upabibh CAWpWIatPoU ~ t; w:T v:Fv •~~„ Naibnal PrloriV l• Expevd Regional Colkbnenov NaibnY Prlnhyx StrangWm lvteroperableend Operable Covwuucahova CvpabiL4ea '~Ri919MlNAHY, ACQFrWtfYbri 5 5 ,• AMM1kIRRRT .l g gd,F56 S : 13366@ T ,a~ .-' g• ~: tL~tBRiiaB l'L'@ARR1BATwN[ ~ Y'. e'a; .. 8, r ' TDTA6 5 gg,}.i4 ~ Y ;" ° 3}f,1M ~ 'S$ JurbdNi y EaPSdirara0ewipbnn gPair~~'~ AR~pyb Wnb Wa TOTAL A1;12111JITIVN y , ~ ~ ~ ~ s.peadlmn naarripwn ~,~ ~ Parnr wnwn TOTAL Page 5 of 9 - Exhibit B -Statement of Work -Grant Application PROJECT B The Water Plant Site has an existing microwave system already installed. It will need six DTR repeaters to add to the existing microwave. Water Plant Site -The State of Colorado has recommended adding three new sites in Mesa County in order to obtain better range and better urban in-building coverage. It is estimated that these sites will be located at the west side of the Valley, east side of the Valley (Colbran), and in the center of the Valley. Each site will be equipped with equipment that includes 800 MHz DTRS site radios and miscellaneous hardware, microwave equipment, generator, building, and tower. Page 6 of 9 - Exhibit B -Statement of Work -Grant Application Applicant Agency Name: Eagle County Region: North West Groot Program: P7[h~C,4gl'!(y,M,it C9mrnPelCANa?bR{~~ ~~«°• ,~,v ~~': Regional Priority Number: Protect Name/Descripdon: New Tower West -Water Plant Slte State PSIC mvestmen[ (IJ): 2 DTRS Statewide Infrastructure DevelopmenUEnhancement State Strategy ob)ecdve; 5.1 Communications Primary Target Capability: tf! ~ s n" ' As"' $I"~~, ' Natiooai Pdodty l: Expand Regional Collaboration National Priority 2: Strengthen Interoperable and Operable Communications Capablhties ' PROJECT. '.., r , s` . - ~ Jb:. " . '• ~ Matah : ":s , J3itDGET SttMMARY < <.-. ~i".b~am'3 "t+8 : Amount >,hi, - EGQQISi'IYOH ; a," '^.%^~ 3 ~;:~% 4 8 il'. USPLQXME7ITT ~ ~~";„ .~; S Ill q 2Jq?7S ' T'RAININ(itRCl$$ ~ %"I~N • ~~; b •a ~5.~ ~ £ .,. ~.%'. ~;.. `• ' .1 dr GY#}RDtNA?diJN ~~gg : i%~°.~'w ,"'~ ./~~ ° f$•6;F i 3;5='~ro( :~'~~" ; w :m TUTAI, r..P ~ ;gt e~ h~;~a ~ .='hi~: 's6:..,x' '.in...: .... i.n.... ,. .h ~dyy.° :"'a ~ x Y, S ~~ ......, i.,t.,E..=+>...., ......,ivy s~'r ._w'.,., .;`"r 's4 c;.~~aT~ 20 sd% ~ ~ SPecatic O ~ Non-Federal Ata43 P$IC ~g JorledicHon 'E 6 Expenditure DescMption Bt~h,~'Pa ~~*t QwaHty UaHCon TOTAL .i y Solution Area: ACQUISITION S ~ e a, Specific isdicdon J ~ '~ Expenditure Description Naa-Fedani MaEek,f ~ A/atdi Angyat QwetRy Dun Cou P51C 'T'OTAL ur m y Solution Area: DEPLOYMENT A-2 Cay ofGrv~d lwcbon - Weser Plant Sim DP 01 DIJ N-Rmd-Donaad f ]000000 10 f 270775 S 270775 UANTAR/ UANTRO FAMILY $ UANTAR STATIONS S ADD 800 MHZ BAND RX 806825 MHLfX S EHN ASTR02551TE REPEATERa S DEL CABINETa S ADD MANUA SERVICE S ADD POWER CORD 12 FT AC AR f ADD BATTERY CHGR AND EMERG REVERT 5 ADD 2' ETHERNET CABLE 10 BASE 2 $ ANTENNA 806-801 MH2 OMNI 9DB S ANTENNA 831-Bfi6MHZ OMNI 9DB S Sailware S Cables S Racks f - 8[lBTURAts <.s; . SS'" ~ •W "~ S 17$t17ffi 6 Y O • SpeciDc JurlsdicDon ~ °i X Ezpendtmre DaMptian Qua°dq uw Coo TOTAL -a" rn S Solution Area: TRAINING /EXERCISE 5 .~ Solution Area: PLANNING and COORDINATION S ~• SLQCTfJTALt 8 p".. Page 7 of 9 - Exhibit B -Statement of Work -Grant Application PROJECT C An additional site will be built on Ptarmigan Mountain at the Eagle/Summit line to provide the widest possible coverage to areas nearest the Continental Divide not currently supported by the DTRS. This site will become a shared use site with both VHF P25 narrow band capacity as well as 800 MHZ trunking capacity to provide a site which allows for instant communications between State, Local and Federal agencies. In addition to the coverage's already mentioned, this site will provide a significant amount of coverage into Eagle and Lake Counties for use by CSP on the highways, and a high altitude site for data linking between Eagle and Summit Counties. SCCC and VPSCC support a high volume of emergency calls with well over 300,000 calls for service annually between the two agencies. In addition there are a large number of Federal response units who assist in this area of the State supported by the NWAHEMR. Both SCCC and VPSCC are funded by user agencies which have a commitment to ensuring reliable and sustainable communications in their areas of operation. Once in place the Ptarmigan peak tower will be maintained by the funding structure in place from these centers. Page 8 of 9 - Exhibit B -Statement of Work -Grant Application Apptlcant Agency Name: Eagle County Region: North West Gran[Program: PLL~6 ' MI6 COPDnttnlCatldn0~ . ~ : ~.~; ':~,.'', , Regional Priority Number: C~ Project Neme/Deacdptlon: New Tower Eas[ - Ptarnugan Mountain at Eagle County/Sutntnit Line Smte PSIC Investment (IJ): 2 DTRS Statewide Infrastructure DevelopmenUEnhancement State Strategy Objectlve: 5. ] Commuincauons Primary Target CapabWty: ~. CgmkattSlCAIInRa ,:~'a •'ais~-' ~<,, i,„'- ^ 1° ~ I ~ •~° a,~p,s k;S< Natlooai Prority 1: Expand Regional Collaboration National Priority 2: Strengthen Interoperable and Operable Commumcatmns Capabilities iEfl ~, PR{) .: ~'i. ~ ~~~ . ;; j E ,..3,. ,, AXate1 fib, ;r " ts~'.¢r; . "~ 4` , ' B17#N6rET 1 .a~, :.;.?< - 'P ;; ::jg h"ss;:; AmaaN , ''j~`;€~ '1 .p tiraM s zyY F ,,, 'mss; ~~~~' "~,~~ t 'TitA}P1tNCnr~LERt'.IS$ ~ Y ;6 µ « •'r,'y Y :;.>• • ~ " ° $ ~~i'r" dsf, •6C~NNtt7'I. t3~1 y. 3°t€ _ ;,r~., ~;°L`.`..3 ° °Ty~:,`M-;` ,.:,, ~-,° $ ,,y;, .' ~ ~rTATACt .,~5 ~°~ %~ L~,r}.,^j„ ~ 334sdW ~ ~b s,c<: s'e q~ :°~ "~,s •; ! G % i 36 fi7 0 G n a Specific Jurisdiction S .°~ v. ~ Eapeoditure Description Naa-Podend Mn~,~,~ MatcA AIa9aYt Qaaauty VaY Gat PSIC TOTAL 3 s m 8 Solution Area: ACQUISITION A3 Prmm~ an Peek Radio Soe DP 01 D 13 Power hne conswaton Cash f 330000 00 S f 80o MHz DTRS mrnt tore 5 channel vie 5 o S 50 000 S 350 000 Radio Tower IraW IeOOn and eccessona 1 o S I00 rap S 100 000 10' x 20' bmldm ro Muse radio mrnr 1 o S 35 000 S 35 000 Mwrowave e w mein 1 0 S 175 olp S 17S 000 Mac Hardware 10 S 10000 S 10000 S SCt~TQTAta ; i $ .oa ^~`~ % ~ ~ z Specific a Eapendtture Deseriptloo tlowYederai Matta Qwamr uaa amt PSIC -i Jurisdictlon ~ ~ Mateb Type Ameamt TOTAL Solution Area: DEPLOYMENT S SUBTQTALt .,5g~;: <x: ~.-'~ ~`si'm sa g• ".'.< ~ .:Z.- ,p, e ~ k~ P Juriadictioo ~ ~ '~ Expenditure Descriptlon Qaaatay }EsU GN T07'AL .7 ~ D Solution Area: TRAINING /EXERCISE S ' SI382I)rAla: a" - ,, s. ~: , a,k„ `z, ~~ : ~ . , . Solution Area: PLANNING and COORDINATION f SLffiTDTALz ~ '~;;. ,~:::, s<:`~. t° ;s` , • ~ N Page 9 of 9 - Exhibit B -Statement of Work -Grant Application