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HomeMy WebLinkAboutResolution 2009-0025 TITLE: CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 25 Series of 2009 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF WHEAT RIDGE AND THE CITY AND COUNTY OF DENVER CONCERNING URBAN AREA SECURITY INITIATIVE GRANTS THAT ALLOW FOR THE COOPERATION OF LOCAL GOVERNMENTS TO PREPARE FOR AND ENHANCE THE DENVER URBAN AREAS CAPACITY TO PREVENT, MITIGATE, RESPOND AND RECOVER FROM TERRORIST ATTACKS WHEREAS, in 2003, 2004, 2005, 2006 and 2007 the United States Department of Homeland Security awarded Urban Area Security Initiative grants to the City and County of Denver that were passed through to Denver by the State of Colorado; WHEREAS, the City of Wheat Ridge Police Department has participated in the Denver Urban Area Working Group since 2003 and has been the recipient of grants, equipment and training; WHEREAS, the State will now pass UASI funds through to Denver through separate grant awards to be executed by the State and Denver in the form of a Grant Agreement; WHEREAS, the purpose of the UASI grants is to allow the Denver Urban Area to prepare for and to enhance its capacity to prevent, mitigate, respond, and recover from terrorist attacks involving chemical, biological, radiological, nuclear or explosive devices; respond to natural disasters, and if such incidents occur, to improve the ability of state and local emergency personnel to respond to them; WHERAS, the UASI grants contemplated that Denver and local governments will cooperate in the purchase of emergency responder equipment, planning, conducting and evaluating CBRNE exercises, establishing CBRNE-related training, planning associated with the completion of the Urban Area Homeland Security Strategy and management and administration associated with the implementation ofthe overall Urban Area Security Initiate for the benefit of the entire urban area; WHERAS, as Denver continues to be an eligible recipient ofUASI grants, Denver will continue to be responsible for acquiring equipment and procuring necessary training for the needs identified by the Urban Area Working Group; NOW THEREFORE BE IT RESOLVED by the City Council of the City of Wheat Ridge, Colorado, as follows: Approve the Intergovernmental Agreement between the City of Wheat Ridge and the City and County of Denver concerning Urban Area Security Initiative Grants that allow for the cooperation oflocal governments to prepare for and enhance the Denver Urban Areas capacity to prevent, mitigate, respond and recover from terrorist attacks. A. )/(' ATTEST://~ Michael Suow, City Clerk INTERGOVERNMENTAL AGREEMENT (Urban Area Security Initiative) THIS INTERGOVERNMENTAL AGREEMENT dated ,2009 is between the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado ("Denver"), and the CITY OF WHEAT RIDGE, a municipal corporation of the State of Colorado (that municipal corporation, the "Sub-grantee"; that intergoverrunental agreement, the "Agreement"). RECITALS A. In 2003,2004,2005,2006, and 2007 the U.S. DHS awarded Urban Area Security Initiative grants to Denver that were passed through to Denver by the State of Colorado. B. The State passed those UASI funds through to Denver pursuant to the Master Contract dated May 7,2003 and that terminated on May 7,2008. C. The State will no longer pass individual UASI grant awards through a Master Contract. Rather, it is anticipated that on an annual basis the State will pass the UASI funds through to Denver through separate grant awards to be executed by the State and Denver in the form of a Grant Agreement. D. The purpose of the UASI grants is to allow the Denver Urban Area to prepare for and to enhance its capacity to prevent, mitigate, respond, and recover from terrorist attacks involving chemical, biological, radiological, nuclear or explosive ("CBRNE") devices; respond to natural disasters; and if such incidents occur, to improve the ability of state and local emergency personnel to respond to them. E. . The UASI grants contemplate that Denver and local goverrnnents will cooperate in the purchase of emergency responder equipment, planning, conducting and evaluating CBRNE exercises, establishing CBRNE-related training, planning associated with the completion of the Urban Area Homeland Security Strategy, and management and administration associated with the implementation ofthe overall Urban Area Security Initiative for the benefit of the entire urban area. F. Denver and jurisdictions in the Denver Metropolitan Area have formed the Urban Area Working Group to achieve the purposes of the UASI grants. Page 1 of 10 IIUASI-IGA-City of Wheat Ridge G. As Denver continues to be an eligible recipient ofUASI grants, Denver will continue to be responsible for acquiring equipment and procuring necessary training for the needs identified by the Urban Area Working Group. H. Consistent with the principles set forth therein, the parties enter this IGA. NOW, THEREFORE, the parties hereby agree as follows: 1. PURPOSE. The purpose of this Agreement is to implement the scope of work and project summaries set forth in each Grant Agreement, and in a timely manner complete the work as set forth therein, and to implement and achieve the project goals and objectives as set forth in each Grant Agreement. The Grant Agreement for FY 2008-2009 is incorporated and a partially executed copy of it is attached as Exhibit A. Upon execution of each future Grant Agreement, without further action, upon the effective date of each future Grant Agreement, each will be incorporated by reference in to this Agreement. As the recipient of the UASI grants, Denver has undertaken responsibility for administering the U ASI grants and for procuring equipment, supplies, and training in accordance with a budget and priorities established by the Urban Area Working Group with the concurrence of Denver as the Core City and County. The parties enter into this Agreement to accomplish the purposes of the UASI grants. The availability of funds and the terms of this Agreement are subject to each Grant Agreement and to the applicable federal and state laws, rules and regulations governing those agreements. 2. DEFINITIONS. a. Bylaws means those of the Urban Area Working Group, including duly authorized and executed amendments thereto. b. Core City is defined by the UASI grants as the City and County of Denver. c. Core County is defined by the UASI grants as the City and County of Denver. d. Grant Agreement means the State of Colorado, Governor's Office of Homeland Security (OHS) Urban Area Security Initiative Grant Program Grant Agreement with the City and County of Denver, amendments thereto, and any succesSOr agreement, through which U.S. DHS UASI grants are passed through from the State to Denver. e. Include, includes, and including are to be read as if followed by the words "without limitation" unless specifically qualified by words of limitation. f. Party and parties refer only to a named party to this Agreement. Page 2 oflO llUASMGA-City of Wheat Ridge g. State means the State of Colorado. h. State Administrative Agency Point of Contact means the person designated by the Director of the Governor's Office of Homeland Security (OHS) Urban Area Security Initiative Grant Program or such other person ofthe State agency, department, or division duly designated by the State. i. Sub-grantee as used in this Agreement means the second party member jurisdiction entering this intergovernmental agreement with Denver. j. UASI means Urban Area Security Initiative. k. US. DRS means the United States Department of Homeland. I. Urban Area means the City and County of Denver and the governmental or quasigovernmental jurisdictions contiguous to Denver and other jurisdictions approved by the Urban Area Working Group consistent with the Urban Area Working Group Bylaws that provide law enforcement, emergency medical services, emergency management, fire service, hazardous materials response, public works services, or public health services. m. Urban Area Working Group consists of representatives as set forth in the Bylaws, as the same may be periodically amended. The Urban Area Working Group is responsible for coordinating development and implementation of all program elements, including the urban area assessment, strategy development, and any direct services that are delivered by U.S. DHS. 3. ROLES AND RESPONSIBILITIES. a. Urban Area Working Group: (1) The Urban Area Working Group is governed by the Bylaws of the Urban Area Working Group and shall perform all obligations under this Agreement in accordance with the Bylaws. A copy of the most recent Bylaws is attached and incorporated as Exhibit B. For each USAI grant awarded, and as otherwise may be necessary, the Urban Area Working Group shall approve a budget for expenditure of funds. The Urban Area Working Group has authority to remove any member jurisdiction that does not actively participate in the Urban Area Security Initiative by sending representatives to the Urban Area Working Group meetings or by failing to fulfill the jurisdictions' responsibilities under this Agreement. (2) The Urban Area Working Group shall perform security surveys; needs assessments; and shall prioritize supply, equipment, training and exercise needs; and shall approve a budget for expenditure ofUASI grants at least annually. Page30flO 11 UASI-IGA-City of Wheat Ridge b. Core City and County. (1) Denver shall have responsibility for applying for and securing the UASI grants, for participating as a city and a county in the Urban Area Working Group, and for concurring in the budgets approved by the Urban Area Working Group. (2) Denver may use funds from the UASI grants for purchasing response-related supplies and equipment; management and administration of the grant; executing terrorism/weapons of mass destruction exercises and training, including reimbursement of backfill and overtime for personnel costs; planning (risk assessment and strategy development); reimbursement for operational expenses associated with increased security measures during designated heightened threat alert levels, including overtime costs for personnel and those costs; and for management and administrative functions for the Denver Urban Area. (3) The parties agree that funds from UASI grants will be spent in accordance with the applicable budget prepared by the Urban Area Working Group and concurred in by the Core City and County. Budgets may be amended from time to time in accordance with the Bylaws with the concurrence of the Core City and County. The parties agree to accept and be bound by each applicable budget and the uses of the funds designated by the Urban Area Working Group. (4) In accordance with the budget and Denver's own procurement laws, regnlations and policies, from time-to-time, Denver will procure, or cause to be procured, supplies, equipment and services deemed necessary to enhance the security and preparedness of the Urban Area. Denver agrees to grant or provide supplies, equipment, exercises and training, or to reimburse operational expenses for designated heightened threat alert levels all as budgeted and approved by the Urban Area Working Group, to member jurisdictions of the Urban Area as Sub-grantees, subject to UASI grants being received under the Grant Agreement and appropriated by City Council. Exercise and training costs may include personnel expenses to backfill positions positions during such training and exercises. c. Sub-grantee. (1) The .sub-grantee shall: (i) Participate actively in the Urban Area Working Group; (ll) Make its personnel, and any supplies or equipment procured with funds from UASI grants through each Grant Agreement, reasonably available to other participants in the Urban Area Working Group for training and response to CBRNE incidents; Page 4 of 10 11 UASI-IGA-City of Wheal Ridge (iii) 'Accept title to and to maintain all supplies and equipment received pursuant to this Agreement in good working order for the reasonably expected life-cyCle of the supplies and equipment, ordinary use, wear and tear excepted; (iv) Submit requests for reimbursement of exercise, training and operational expenses, including overtime costs for personnel, and those costs associated with increased security measures during designated heightened threat alert levels on forms required by Denver and in accordance with the budget approved by the Urban Area Working Group; (v) Provide all supplemental documentation that may be required by Denver; and (vi) Maintain all records that may be required by the terms of the UASI grants and state and federal laws, rules and regulations or by Denver. (vii) Comply with all terms of each Grant Agreement, including the requirements of the UASI grants. (2) This Agreement does not warrant or guarantee that Sub-grantee will receive any specific amount of supplies, equipment, training or reimbursement. Sub-grantee may receive more or less supplies, equipment, training or reimbursement depending upon the approved budget and Sub-grantee's ability to take advantage of the training in a timely manner. 3. TERM OF AGREEMENT. The term of this Agreement conunences January 1, 2009 and continues through and including December 31, 2018, unless terminated as provided for . elsewhere in this Agreement. 4. COORDINATION AND LIAISON. Denver's point of contact for the UASI grants is the Manager of Safety, who will serve as Denver's representative to the Urban Area Working Group. During the term ofthis Agreement, Sub-grantee shall fully coordinate all activities and obligations related to or arising out ofthis Agreement with Denver, including the Denver Manager of Safety or his designee, or as otherwise directed by Denver. 5. AGREEMENT AS COMPLETE INTEGRATION-AMENDMENTS. This Agreement is the complete integration of all understandings between the parties. No prior or contemporaneous addition, deletion or other amendment has any force or effect, unless embodied herein in writing. Amendments to this Agreement will become effective when approved by both parties and executed in the same manner as this Agreement. Page50flO IlUASl-IGA-City of'Nheat Ridge 6. TERMINATION OF AGREEMENT. Denver has the same rights the State has under Section 17 of the Grant Agreement between the State and Denver, except that it shall exercise those rights in accordance with the procedures set forth in this Agreement. 7. STATUS OF PARTIES. Each party is an independent contractor to the other. Neither party is an employee of the other; no officer, employee, agent or contractor of one party is an officer, employee, agent, or contractor of the other party for any purpose, including unemployment compensation and workers' compensation. 8. WHEN RIGHTS AND REMEDIES NOT WAIVED. In no event will performance by a party constitute or be construed to be a waiver by that party of any breach of term, covenant, or condition or any default that may then exist on the part of the other party, and the tender of any such performance when any breach or default exists (or is claimed to exist) impairs or prejudices any right or remedy available to the other party with respect to the breach or default. No assent, expressed or implied, to any breach of anyone or more terms, covenants, or conditions of this Agreement is or may be construed to be a waiver of any succeeding or other breach. 9. EXAMINATION OF RECORDS. Any duly authorized representatives of the federal government, state government, and Denver, including Denver's Auditor or his representative, have the rights to access and examine any directly pertinent books, documents, papers and records of Sub-grantee, involving transactions related to this Agreement until the expiration of seven (7) years from the end date of a date of each Grant Agreement from which Sub-grantee was provided with supplies, equipment, or funding. 10. RECORDS RETENTION. For at least seven (7) years from the end date of each Grant Agreement from which Sub-grantee was provided with supplies, equipment, or funding, Sub-grantee shall retain all records required for or relating to each such Grant Agreement, including documentation and records of all expenditures incurred under this Agreement. Retention for longer than the seven years may be deemed necessary to resolve any matter that may be pending. This retention is for review by Denver, the State, and federal government, including any authorized representatives of these governmental entities. 11. ASSIGNMENT AND SUBCONTRACTING. Denver is not obligated or liable under this Agreement to any person or entity other than Sub-grantee. Sub-grantee shall not voluntarily or involuntarily assign any of its rights or obligations under this Agreement or subcontract performance obligations without obtaining express prior written consent and approval from Denver and the State of Colorado. Consent and approval may not be unreasonably withheld. Any attempt by the Sub-grantee to assign its rights or obligations or subcontract performance obligations without this prior written consent will be void and, at Denver's option, automatically terminates this Agreement. In the event of any unauthorized assignment or any Page 6 oflO 11 UASI~IGA-City of Wheat Rid ge subcontracting: (i) the Sub-grantee remains responsible to Denver; and (ii) no contractual relationship exists between the City and such assignee or subcontractor. 12. INDEMNITY. To the extent authorized by law, Sub-grantee shall indemnifY, defend and hold Denver hannless against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by Subgrantee, or its employees, agents, subcontractors, or assignees pursuant to the tenns of this Agreement. By executing this Agreement containing this indemnity clause, the Sub-grantee does not waive the operation of any law concerning its ability to indemnifY. Nothing herein waives the rights, immunities, limitations, or defenses afforded the parties by the Colorado Governmental Immunity Act, C.R.S. §24-1 0-1 01, et seq. as may be amended from time to time. 13. CONFLICT OF INTEREST. No employee of either party has or may have any personal or beneficial interest whatsoever in the services or property described herein. Subgrantee shall not hire or contract for services with any employee or officer of Denver that would result in any violation of the Denver Revised Municipal Code, Chapter 2, Article IV, Code of Ethics, or Denver City Charter provisions 1.2.8, 1.2.9, 1.2.12. 14. APPROPRIATIONS. The obligations of the parties under this Agreement or any renewal extend only to monies appropriated for the purpose of this Agreement by the Denver City Council, paid into Denver Treasury, and encumbered for the purposes of this Agreement. By execution of this Agreement, neither party irrevocably pledges present cash reserves for payments in future fiscal years, and this Agreement does not and is not intended to create a multiple-fiscal year direct or indirect debt or financial obligation of either party. Denver's obligations under this Agreement are further limited to the funds made available pursuant to the Grant Agreement and budget approved by the Urban Area Working Group for fulfilling the purposes of this Agreement. 15. TAXES, CHARGES, AND PENAL TIES. Denver shall not payor be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Denver's Revised Municipal Code. 16. GOVERNING LA Wi VENUE. Each tenn, provision, and condition of this Agreement is subject to the provisions of Colorado law, the Charter of the City and County of Denver and the ordinances, and regulations enacted pursuant thereto. Unless otherwise specified, any general or specific reference to statutes, laws, regulations, charter or code provisions, ordinances, executive orders (including memoranda thereto), or contracts, means statutes, laws, regulations, charter or code provisions, ordinances, and executive orders (including memoranda thereto) and contract as amended or supplemented from time to time and any corresponding provisions of successor statues, laws, regulations, charter or code provisions, ordinances, or Page 7 of 10 lIUASI-IGA-City of Wheat Ridge executive orders (including memoranda thereto) and contracts. Venue for any legal action relating to or arising out of this Agreement will be in the District Court of the State of Colorado Second Judicial District. 17. NO THIRD PARTY BENEFICIARY. The enforcement of the terms and conditions of this Agreement, and all rights of action relating to enforcement, are strictly reserved to the parties. Nothing in this Agreement gives or allows any claim or right of action by any person or other entity on this Agreements, including subcontractors, subconsultants, and suppliers. Any person who or other entity other than the parties that receives services or benefits under this Agreement is an incidental beneficiary only. 18. SEVERABILITY. Except for the provisions of this Agreement requiring appropriation of funds, if a court of competent jurisdiction finds any provision of this Agreement or any portion thereof to be invalid, illegal, or unenforceable, the validity of the remaining portions or provisions will not be affected, if the intent of the parties can be fulfilled. 19. PARAGRAPH HEADINGS. The captions and headings set forth in this Agreement are for convenience of reference only and do neither define nor limit its terms and may not be construed to do so. 20. SURVIVAL OF CERTAIN PROVISIONS. The terms of this Agreement and any exhibits and attachments that by reasonable implication contemplate continued performance, rights, or compliance beyond expiration or termination of this Agreement survive this Agreement and will continue to be enforceable. Without limiting the generality of this provision, Subgrantee's obligations to provide insurance and to indemnifY the City will survive for a period equal to any and all relevant statutes oflimitation, plus the time necessary to fully resolve any claims, matters, or actions begun within that period. 21. LEGAL AUTHORITY. The parties represent and assure that each possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action necessary, to enter into this Agreement. The persons or person signing and executing this Agreement on behalf of a party, represent( s) that he or she is fully authorized to execute this Agreement on behalf of their jurisdiction and to validly and legally bind their jurisdiction to all the terms, performances and provisions herein set forth. If there is a dispute as to the legal authority of either the Sub-grantee or the person signing this Agreement to enter into this Agreement, at its option, Denver may temporarily suspend or permanently terminate this Agreement or both. Denver will not be obligated to perform any of the provisions of this Agreement after it has suspended or terminated this Agreement as provided in this Agreement. Page 8 of 10 11 UASI-IGA-City of Wheat Ridge 22. COUNTERPARTS. This Agreement may be executed in counterparts, each of which when executed and delivered constitutes an original and together constitutes one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written. ATTEST: By: ==:-c-::c==-=-~.,.-:--::-=-==-=-=--:--STEPHANIE Y. O'MALLEY, Clerk and Recorder, Ex-Officio Clerk of the City and County of Denver APPROVED AS TO FORM: DAVID R. FINE, City Attorney for the City and County of Denver By: -:--~--:::c--,-------Assista nt City Attorney CITY AND COUNTY OF DENVER: By: ~M~A~Y~O~R----------------RECOMMENDED AND APPROVED: By: ______ ~---------------Director, Office of Emergency Management REGISTERED AND COUNTERSIGNED: By: ~----~~-----------------Manager of Finance Contract Control No. XC8AIOO By: __ .".-__________________ _ Auditor "DENVER" Page 9 of 10 11 UASI-IGA-City of Wheat Ridge CITY OF WHEAT RIDGE t-O!~ ~t~ I . Jerry lio, Mayor ATTEST: Michael Snow, City Clerk APPROVED AS TO FORM Page 10 of 10