Denver Human Services 1200 Federal Blvd. | Denver, CO 80204

www.denvergov.org/humanservices General Assistance: 720.944.3666 | Report Child Abuse: 1-844-CO-4-KIDS

Denver Human Services

Business Management Division

Contracting Services

on behalf of DHS Community Outreach & Resource Engagement (CORE)

The Emergency Solutions Grant Program 2019

REQUEST FOR PROPOSALS

RFP NO. FS/CS/ESG19

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NOTICE OF REQUEST FOR PROPOSALS City and County of Denver

DHS CORE The Emergency Solutions Grant RFP

Denver, Colorado September 12, 2018

The City and County of Denver through the Denver Human Services (DHS) Community Outreach and Resource Engagement (CORE) Division under Denver Human Services (DHS) is seeking proposals from qualified agencies and organizations to provide emergency services to those experiencing homelessness in the City and County of Denver. Organizations will be sought who possess specific skills in one or more of the following areas: 1) Rapid Re-Housing, 2) Homeless Prevention, and/or 3) Emergency Shelter.

Total funding available under this Request for Proposals (RFP) is up to approximately $526,937. The City intends to execute contracts commencing on January 1, 2019 and ending December 31, 2019.

Selected program(s) may be eligible for multiple year, extended contracts based on performance and availability of funding. In all cases the City and County of Denver and DHS reserve the right to negotiate all contract amounts. Parties interested in submitting a proposal to provide such services are required to follow the guidelines and instructions contained in this RFP.

The RFP packet may be obtained electronically on or after September 12, by visiting “Current Bidding Opportunities” at:

http://www.denvergov.org/content/denvergov/en/denver-human-services/doing-business-with-dhs/current-bidding-opportunities.html

If you are unable to download the RFP packet, please contact Contracting Services at 720-944-2233 to pick up a packet at Denver Human Services during the hours of 9:00 A.M. to 4:00 P.M., Monday-Friday. Proposals are due and must be received by 3:30 P.M., Mountain Daylight Time October 10. 2018. All proposers will be required, at their own expense, to secure and deliver to the City a current Certificate of Insurance (COI) showing coverage for all required insurance prior to the initiation and execution of any contractual agreement according to the “Insurance Information and Sample Certificate of Insurance Form” (Attachment 5). The successful proposer will be required to provide proof the insurance is still current and will be kept in force during the entire term of the contract.

Please submit Proposal Certification Form and attachments to the attention of:

For information or any questions related to this RFP please contact: Vincent Rivera, Contract Administrator

Denver Human Services 1200 Federal Boulevard

Denver, CO 80204

Phone: 720-944-2134 Fax: 720-944-2224 E-mail: Vincent.Rivera2@DenverGov.org

Released 9/12/2018

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Only proposers that meet the minimum qualifications as set forth in the complete Request for Proposals packet will be evaluated. All interested individuals, organizations, firms, or other entities, whether for-profit or not-for-profit are invited to apply in accordance with the terms and conditions stated in this Request for Proposal. The DHS Executive Director reserves the right, at his/her sole discretion, to reject any or all proposals and to waive informalities and minor irregularities in proposals received and to accept any portion or all items proposed if deemed in the best interest of the City and County of Denver.

Registration is Required:

Upon receipt of this RFP, it is your obligation to register with DHS by sending an email to: Vincent Rivera; Vincent.Rivera2@DenverGov.org or by calling 720-944-2134. You will be asked to provide your organization name, two (2) contacts, email address, fax number, and telephone number. This information is required should DHS amend the RFP or need to communicate with proposers. If a proposer is not registered, any information that is related to and is after the release of this RFP, may not be communicated to the proposer.

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Denver Human Services Business Management Division

Contracting Services on behalf of DHS CORE

The Emergency Solutions Grant Program

REQUEST FOR PROPOSALS PACKAGE

RFP NO. FS/CS/ESG19

This Request for Proposal package is divided into two parts.

Part I contains general information and instructions necessary for submission of a proposal to the City and County of Denver. Timelines of the RFP will be included in this section.

Part II contains information regarding the scope of services to be provided, any general specifications, and documents specific to this solicitation to be completed and submitted as part of a response. Evaluation criteria will be included in this section.

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PART I

INSTRUCTIONS FOR SUBMITTING PROPOSALS To be considered, all proposals must be submitted in accordance with these instructions.

Note: the following are general instructions for submitting proposals. Additional and/or conflicting instructions outlined in Part II (General Specifications) of this Request for Proposals (RFP) may supersede these instructions.

1. ISSUING OFFICE

This RFP is issued for the City and County of Denver by the DHS CORE Division, Denver Human Services (DHS), 1200 Federal Boulevard, Denver, Colorado 80204.

2. PURPOSE

This RFP is designed to provide qualified proposers sufficient information to prepare and submit a proposal.

3. SCOPE

This RFP contains the instructions for submitting a proposal, the information to be included in the response and any mandatory requirements, which must be met, for the proposer to be eligible for consideration.

4. WHO SHOULD RESPOND

All interested proposers, who have the capability to meet the specifications, are invited to submit a proposal in accordance with the specification, procedures, dates, and times as set forth herein. Proposals will be accepted from public, private non-profit, or private for-profit firms, which meet at least one (1) of the following criteria:

• Governmental (Public)/Political Entity of the State of Colorado and/or City and County of Denver

• Registered or incorporated in the State of Colorado and in good standing

• A foreign corporation registered with the COLORADO SECRETARY OF STATE and in good standing

• Individuals

Prior to contracting, private corporations must either be incorporated in the State of Colorado or registered with the State as a foreign corporation and must be in good standing. Proof of such standing is required prior to the start of the contracting process.

5. INQUIRIES

Proposers may present questions concerning this RFP to the contact person specified below in this RFP. Any such inquiries must be submitted by e-mail to Vincent.Rivera2@DenverGov.Org or in writing and faxed to 720-944-2224 from September 12, 2018 through October 2, 2018 Questions must be typed or printed clearly, and include the applicant’s name, telephone number, e-mail address and the

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name of the organization(s) being represented. Questions will be answered and submitted to all applicants and posted at “current bidding opportunities” at:

https://www.denvergov.org/content/denvergov/en/denver-human-services/doing-business-with-dhs/current-bidding-opportunities.html by 3:30 p.m. October 3, 2018.

6. ADDENDUM TO REQUEST FOR PROPOSALS

In the event that it becomes necessary to revise any part of this RFP, an appropriate addendum will be issued by the City. The City may re-publish, at its sole discretion, any such addendum.

7. PROPOSAL SUBMISSION

Proposal must be received no later than 3:30 P.M., Mountain Daylight Time, October 10, 2018. Proposers mailing their submissions must allow sufficient delivery time to ensure receipt of their proposals on or before the deadline at the following address: Denver Human Services Contracting Services Attention: Vincent Rivera Contract Administrator 1200 Federal Boulevard, 4th floor Denver, Colorado 80204-3221

(No fax or email copies will be accepted)

Please include one (1) proposal clearly marked “ORIGINAL” and six (6) copies as well as an electronic copy on a flash drive or memory card (no CD) as stated on the “Proposal Checklist”. These should be submitted in an envelope or container with the name of the proposer clearly shown on the top left-hand corner of the envelope or container.

8. LATE PROPOSALS

It is the responsibility of the proposer to assure that the proposal packet arrives at the specified location by or prior to, the date and time specified. Proposals postmarked by the due date but received after the due date, will not be considered.

9. REJECTION OF PROPOSAL

The Executive Director reserves the right, at his/her sole discretion, to reject any or all proposals and to waive informalities and minor irregularities in proposals received and to accept any portion or all items proposed if deemed in the best interest of the City and County of Denver.

10. INCURRING COSTS

Expenses for developing a proposal are entirely the responsibility of the proposer, and the City shall not be liable in any manner for any costs incurred in connection with the preparation, submittal, or subsequent negotiation.

11. NO ARREARAGES/NO DEFAULTS

No proposal shall be accepted from, and no contract will be awarded to, any person, firm or corporation that is in arrears to the City and County of Denver,

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upon debt or contract, or that has defaulted, as surety or otherwise, upon any obligation to the City and County of Denver, or that has failed to attain or demonstrate compliance with any law, ordinance, City regulation, or contract term or condition as may be provided for or required in any City contract, or that may be deemed irresponsible or unreliable by the City. Proposer may be required to submit satisfactory evidence that they have the necessary financial resources to perform and complete the work outlined in the proposal.

12. RFP CLOSING DATE

All proposals must be received by 3:30 p.m. Mountain Daylight Time, October 10, 2018 as specified in the RFP. In the event of an emergency (i.e., inclement weather) which causes the Mayor of the City and County of Denver to close Denver Human Services offices, the Executive Director of DHS has the authority to reschedule the RFP closing date. All proposers will be allowed to resubmit prior to the new date and time specified.

13. INSURANCE

To be in accordance with the terms and conditions of a contract agreement between your agency and the City and County of Denver, the successful proposer will be required to have a current and valid insurance policy in effect at all times that is in compliance with Mayoral Executive Orders, Denver Charter, and the Revised Municipal Code. Proof of insurance is a major aspect of contract compliance.

All successful proposers will be required, at their own expense, to secure and deliver within a specified timeframe to the City a current Certificate of Insurance (COI) showing coverage for all required insurance in hard copy prior to the initiation and execution of any contractual agreement according to the Insurance Information and Sample Certificate of Insurance Form Attachment 5 in this RFP. The successful proposer will be required to provide proof that the insurance is current and will be kept in force at all times during the term of the contract and will be required to complete Attachment 6 “Compliance with Contract and Insurance Certification Form,” which acknowledges the understanding of insurance requirements. Attachment 6 must be submitted with the proposal along with any current insurance verification.

14. EXECUTIVE ORDER 101 Diversity and Inclusiveness Provisions in City Solicitations

Executive Order 101 establishes strategies for the City and County of Denver to use diversity and inclusiveness to promote economic development in the City and to encourage more businesses to compete for contracts and procurements awarded by the City.

Please use the following link to complete the diversity and inclusiveness requirements for this solicitation:

https://fs7.formsite.com/CCDenver/form161/index.html

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All proposals that do not complete Executive Order 101 Diversity and Inclusiveness in City Solicitations Information Request Form, located at the link above, prior to this RFP submission will be rejected.

Proposers must complete the online form even if they believe it is not applicable. If it is not applicable, it will not affect the application review. Upon completion, a confirmation form will be provided and must be included in the proposal packet. Proposals will not be considered without it. The following answers must be included in the completed online form:

o Email Address of the contact person facilitating this solicitation for the City and County of Denver

DHS_Contracting_Services@denvergov.org o City Agency that is facilitating this solicitation:

Denver Human Services o Project Name

The Emergency Solutions Grant Program o Solicitation No. (Check Below if Not Applicable)

RFP NO. FS/CS/ESG19

Once the form is completed and submitted online, select “Printer Friendly Receipt” for the confirmation form (see sample confirmation form below for reference).

15. CONFLICT OF INTEREST

No official, officer, or employee of the City shall have any personal or beneficial interest whatsoever in connection with the services, agency, or business proposed within this RFP. The proposer agrees not to hire or contract for services with any official, officer, or employee of the City or any other person in any manner, which would be in violation of the Denver Revised Municipal Code Chapter 2, Article IV, Code of Ethics, or Denver City Charter 1.2.9, and 1.2.12.

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16. PARENT COMPANY/ FISCAL AGENT

If a proposer is owned or controlled by a parent company, or utilizes a fiscal agent, the name, main office address and parent company’s/fiscal agent’s tax identification number shall be provided in the proposal.

17. NON-DISCRIMINATION

Proposer shall comply with all City, State and Federal laws, rules, and regulations involving non-discrimination based on race, color, religion, national origin, gender, age, military status, sexual orientation, gender identity, gender expression, marital status or physical or mental disability.

18. PROPOSAL DISPOSITION/PROPOSAL OPEN RECORD

All proposals and the materials attached thereto submitted in response to this RFP, except for any identified proprietary material, shall become the property of the City upon delivery to the City. The City reserves the right in its sole discretion to use without limitation any and all information, concepts and data contained therein. Any portions of the proposal that the proposer deems confidential shall be clearly marked as such. An entire proposal marked “confidential” or “proprietary information” will be declared non-responsive.

If a request to inspect the proposal, or any portion thereof, is made by a third party, the City will endeavor to treat all materials requested to be kept confidential and non-disclosable to the extent provided by the Colorado Open Records Act, C.R.S. § 24-72-201, et. seq. The proposer understands that the City may be subject to the provisions of such Act together with the Uniform Trade Secrets Act. The City will try to endeavor to inform the proposer of any third-party request for disclosure of such information pursuant to the Colorado Open Records Act or as may be otherwise made to the City. If the proposer requests that such information be held confidential and not disclosed by the City, the proposer will assume the defense of such position, up to and including litigation, and will indemnify and save and hold harmless the City, its officers, and employees, from any expense, fees, costs, or liability associated with such third-party request or such litigation.

19. COMPLIANCE WITH FEDERAL, STATE, AND CITY LAWS

The proposer agrees to comply with all Federal, State, and local laws and regulations applicable to the funding source authorizing any program or activity funded through this RFP (e.g. Title VI of The Civil Rights Act of 1964, and Limited English Proficiency Requirements) and with all laws, policies, procedures, ordinances, and regulations of the City and County of Denver.

20. PROHIBITION AGAINST EMPLOYMENT OF UNDOCUMENTED WORKERS

TO PERFORM WORK UNDER THIS AGREEMENT

The successful proposer is prohibited from knowingly employing or contracting with undocumented workers to perform services pursuant to this proposal, and shall execute a certification to that effect at the time of entering into a contract with the City.

The successful proposer will not enter into a contract with a subcontractor that knowingly employs or contracts with an undocumented worker or that fails to

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certify to the successful proposer that it does not knowingly employ or contract with undocumented workers to perform work on this proposal.

If the successful proposer executes a contract with the City and fails to abide by these prohibitions, the City may terminate the contract, and the successful proposer will be liable for actual and consequential damages to and costs of the City.

21. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS

Federal law implementing Executive Order 12549 requires that the prospective proposer certify that it and its principals are not: debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal or state or local) transaction or contract under a public transaction; or in violation of federal or state antitrust statutes or are indicted for or otherwise criminally or civilly charged with a commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. This form is attached to this RFP as Attachment 4 and is also available in an electronic format. If you desire an electronic copy, please request the form be sent to you by email. Complete the form and include it with your proposal in hard copy.

22. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) and OTHER PRIVACY LAWS

Proposer shall be required to comply with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (“The HITECH Act”), and their implementing regulations at 45 CFR parts 160 and 164 (“The HIPAA Regulations”) as well as 42 C.F.R., Part 2 (relating to substance abuse treatment and records) and other applicable privacy laws.

23. SELECTION OF CONTRACTOR(S): EVALUATION PROCESS

A. COMMITTEE

An evaluation committee comprised of persons knowledgeable in homeless programs, service delivery and policy, as well as community and programming needs within the City and County of Denver will evaluate all proposals received prior to the proposal deadline for completeness and the proposer’s responsiveness to all specifications as outlined in the RFP.

Once the review is completed, recommendations for funding will be submitted to the Executive Director of DHS for final determination of the successful proposers and dollar amount of the contracts.

B. DISQUALIFICATION

Failure by a proposer to provide all information requested in the RFP may result in disqualification of the proposal.

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C. GENERAL EVALUATION CRITERIA

Information submitted by the proposer should be in the order as outlined in the RFP specifications. Proposals will be evaluated according to the following criteria: Services to be Provided, Record Keeping, Meeting Program Goals and Reporting, History and Ability to Administer Services and Fiscal Feasibility.

D. RECORD KEEPING

The proposer’s record keeping system must be available to program monitors and auditors and must be maintained in an orderly fashion to easily locate necessary documents. The proposer’s record keeping system must be electronically compatible with Excel computer software program and must be maintained in order to easily locate necessary documents. Such records must be maintained for a period of six (6) years after receipt of the final payment under the contract.

E. REPORTING REQUIREMENTS

DHS may require periodic reports on contract progress. These reports shall be submitted to the program area as identified in the successful proposer’s contract and Exhibit A.

F. SUBCONTRACTS

Any subcontracted services proposed by the proposer shall be described and information provided as to the nature of the services. The financial and legal relationship between the proposer and the subcontractor must be described in the proposal and approved by DHS prior to initiation of a contract. Proposers and their subcontractors must comply with all confidentiality requirements, HIPPA and other laws.

G. INTERVIEWS

The purpose of an interview is to gain a better understanding, by all parties, of the work to be performed. Proposers selected to be interviewed may be contacted and scheduled, in no particular order, to meet with the evaluation committee or a representative of DHS at the City’s sole discretion. Interviews are held during regular working hours. During the interview, additional general and/or budget information may be requested. Any additional information will become part of the submitted proposal and, subsequently, part of the final contract. Based on (1) evaluation of the submitted proposals, (2) any information gathered during the interview process and (3) all additional submitted information, selected proposers will be invited to execute a formal contract with the City and County of Denver.

H. RECOMMENDATION

The objective of the evaluation committee will be to provide funding recommendations to the DHS Executive Director about proposers whose workplans are most responsive to the specifications as stated in this RFP. The specifications within this RFP represent the minimum performance necessary for response by an interested proposer.

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Upon the decision of the Executive Director, the contract will be prepared and submitted for signature through the City’s contract approval process. All proposals and associated documentation, including final executed contracts may be subject to disclosure as open records pursuant to the Colorado Open Records Act, C.R.S., Title 24, Article 72.

24. TERMS OF PAYMENT

Funds are to be distributed to the successful proposer on a reimbursement basis only. Billings submitted for reimbursement must be accompanied by adequate documentation. All costs must be supported by properly executed payrolls, time sheets, invoices, contracts or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. The successful proposer will be required to submit monthly billings using designated DHS forms. These forms are due by the 15th day following the month in which services were rendered. Only those budget items approved in the final contract will be reimbursed. Each billing shall include, but not be limited to, documentation and/or reports as required to support appropriate program expenses. Please refer to Attachment 8 for some examples of the items mentioned above.

Recipients of City funds must agree to comply with all applicable laws, regulations, policies, and practices governing contracts with the City and County of Denver as well as applicable State and Federal regulations and other requirements.

25. TERM OF SERVICES

Services by the selected proposers are to commence on January 1, 2019 and continue through December 31, 2019. All contracts, contract amounts, and extensions are contingent upon funding availability and contractor performance. Please see funding categories and contract terms for additional information.

26. RFP CANCELLATION

The City and County of Denver reserves the right, at its sole discretion, to cancel this RFP in whole or in part, if it is in the best interest of the City and County of Denver.

27. CONTRACTING PROCEDURES

The successful proposer will be required to execute a contract with the City. The City reserves the right to contemporaneously negotiate the final terms of the proposed contract with one or more of the highest rated responsive proposers. If the City is unable to reach an agreement as to final contract terms with any selected proposer, the City expressly reserves the right to terminate negotiations and enter into contract negotiations with one or more of the other finalists.

All contracts will be executed in accordance with the City and County of Denver contract administration process. Services and payment may commence upon the complete execution of the signed contract between the successful proposer and the City.

28. PROPOSAL FORMAT INFORMATION

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This RFP is designed to allow each proposer to highlight the services it intends to provide. To facilitate an effective evaluation process, proposers are instructed to utilize the following format in preparing a proposal.

• Proposal Certification Form: complete, sign and place as cover page of your proposal. • Proposal Checklist: complete, sign, and attach to your proposal following Proposal

Certification Form. • Compliance with Insurance Statement and Contract Certification Form: complete,

sign, and attach to your proposal following Proposal Checklist. • Proposal should be prepared on 8½ x 11-inch paper. • Proposal narratives may not exceed twelve (12) single spaced pages in length. • Please note the budget and required attachments are not included in the total

number of pages allowed for the narrative. • All pages should be numbered in the following manner: page ____ of ____ pages

(example: page 1 of 12; page 2 of 12, and so on). • Page margins must be at least one inch on all sides. • Any type smaller than a 12-point font will not be accepted in proposal narratives. • All acronyms must be defined. • All proposals must be bound together by a binder clip. Do not use professional

binding methods, staples, or paperclips. • Electronic copy of proposal on flash drive. Please submit all electronic attachments in

MS Word format. • Submission of one (1) original, and six (6) copies (total seven) of the full proposal and

attachments, plus one full electronic copy on a flash drive or memory card (no CD will be accepted).

29. Pre-Proposal Conference

A Pre-Proposal conference will be held at Denver Human Services Castro Building, located at 1200 Federal Blvd. In Room 1019, on Monday, September 24th, 2018, from 1:00P.M. – 3P.M. Potential Proposers will be able to ask questions and receive information directly related to this solicitation. Please check in at the first-floor security desk and a representative will guide you to the room.

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PART II CITY AND COUNTY OF DENVER

DENVER HUMAN SERVICES CONTRACTING SERVICES

GENERAL SPECIFICATIONS FOR

The Emergency Solutions Grant Program

A. BACKGROUND

The Emergency Solutions Grant (ESG) is one of the programs of the HEARTH Act bill, incorporated into subtitle B of Title IV of the Stewart B. McKinney-Vento Homeless Assistance Act (42 U.S.C. 11371-11378). ESG is designed to be the first step in a continuum of assistance to prevent homelessness and enable homeless individuals and families move toward independent living. DHS delivers ESG services through community-based organizations.

B. SCOPE OF WORK

This solicitation, offered by DHS Community Outreach and Resource Engagement (CORE) Division is requesting proposals focusing on services that provide emergency services to those experiencing homelessness in the City and County of Denver. Organizations will be sought who possess specific skills in one or more of the following areas: 1) Emergency Shelter and/or 2) Rapid Re-housing.

Program Components

(1) Emergency Shelter Component – All services must be in accordance with 24 CFR 576.102

(A) Essential Services. ESG funds may be used to provide essential services to individuals and families who are in emergency shelter, as follows: case management, child care, education services, employment assistance and job training, outpatient health services including mental health services, legal services, life skills training, substance abuse treatment services, transportation, services to special populations.

(B) Shelter Operations. Eligible costs are the costs of maintenance (including minor or routine repairs), rent, security, fuel, equipment, insurance, utilities, food, furnishings, and supplies necessary for the operation of the emergency shelter. Where no appropriate emergency shelter is available for a homeless family or individual, eligible costs may also include a hotel or motel voucher for that family or individual.

(2) Rapid Re-Housing Assistance Component - All services must be in accordance with 24 CFR 576.104

ESG funds may be used to provide housing relocation and stabilization services and short- and/or medium-term rental assistance as necessary to help a homeless individual or family move as quickly as possible into permanent housing and achieve stability in that housing. This assistance, referred to as rapid re-housing assistance, may be provided to program participants who meet the criteria under paragraph (1) of the “homeless” definition in 24 CFR 576.2 or who meet the criteria under paragraph (4) of the “homeless” definition and live in an emergency shelter or other place described in paragraph (1) of the “homeless” definition.

The rapid re-housing assistance must be provided in accordance with the housing relocation and stabilization services requirements in 24 CFR 576.105, the short- and medium-term rental

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assistance requirements in 24 CFR 576.106, and the written standards adopted by Metro Denver Homeless Initiative (MDHI) and procedures established under 24 CFR 576.400.

Housing relocation and stabilization services may include: financial assistance costs to pay housing owners, utility companies, and other third parties for the following costs: rental application fees, security deposits, last month’s rent, utility deposits, utility payments, moving costs, housing search and placement costs, housing stability case management, mediation, legal services, credit repair.

Program Requirements

1) All programs must be in accordance with 24 CFR 576

2) ESG requires matching contributions to supplement the contractor’s ESG program in an amount that equals the contractor’s fiscal year grant for ESG.

3) All programs must be consistent with the Housing First approach and best practices.

4) All Rapid Re-Housing Assistance programs must be consistent with Metro Denver Homeless Initiative (MDHI) Rapid Re-Housing Standards. https://d3n8a8pro7vhmx.cloudfront.net/mdhi/pages/418/attachments/original/1527792474/RRH_Standards_Denver_FINAL.pdf?1527792474

5) All Rapid Re-Housing Assistance programs must receive client referrals through the MDHI Coordinated Entry System, referred to as “One Home”. https://www.mdhi.org/coordinated_entry

6) Homeless Management Information System (HMIS) - All programs will fully comply with the rules and regulations required by the U.S. Department of Housing and Urban Development which govern HMIS. HUD’s funding is contingent on the participation of funded agencies and the data quality collected by HMIS. Current and future funding by the City and County of Denver will also be dependent on HMIS participation and performance.

(A) Technical assistance and training resources for HMIS are available to each organization based on request.

(B) The contractor will be required to participate in HMIS training sessions, evaluation committee, and HMIS user group meetings, when necessary.

(C) The contractor will be required to collect data on all homeless clients that its organization serves and enter this data into HMIS.

7) Lead-based paint: ESG requires minimum standards for safety, sanitation, and privacy in emergency shelters funded with ESG, and minimum habitability standards for permanent housing funded under the Rapid Re-housing. All program components must comply with 24 CFR 576.403 in regards to lead-based paint and housing standards.

Other Requirements: • All proposers are to only bid on services to be provided within the City and

County of Denver. • All proposers are to submit a separate cover sheet, narrative response, budget and matching

information for each area of the program applied for. Proposals which combine the above listed information will not be considered.

• All proposers will be required to submit the following documentation to be included with their proposal:

o Organizational chart with names of key staff o Job Descriptions or resumes of key staff

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o Copy of IRS 501 (c) (3), Certification of Good Standing with Colorado or Secretary State or Corporation papers

o Current Agency Annual Budget o Most recent independent federal audit or financial review o List of board of directors with occupations/affiliations o Non-discrimination statement and policy o Most recent IRS form 990 (If Applicable). o Copy of client grievance policy and procedures o Copy of policies pertaining to client rules, guidelines, and expectations o The proposal narrative should be no longer than 6 pages in length each per area

applied for. Other required information and documentation is not counted in the 6 page maximum requirement.

C. HUD Definitions - 24 CFR 576.2:

Emergency Shelter means: any facility, the primary purpose of which is to provide a temporary shelter for the homeless in general or for specific populations of the homeless and which does not require occupants to sign leases or occupancy agreements. Any project funded as an emergency shelter under a Fiscal Year 2010 Emergency Solutions grant may continue to be funded under ESG.

Rapid Rehousing (To be used in contracts where Rapid Rehousing component is funded)

§ 576.104 Rapid re-housing assistance component. ESG funds may be used to provide housing relocation and stabilization services and short- and/or medium-term rental assistance as necessary to help a homeless individual or family move as quickly as possible into permanent housing and achieve stability in that housing. This assistance, referred to as rapid re-housing assistance, may be provided to program participants who meet the criteria under paragraph (1) of the ‘‘homeless’’ definition in § 576.2 or who meet the criteria under paragraph (4) of the ‘‘homeless’’ definition and live in an emergency shelter or other place described in paragraph (1) of the ‘‘homeless’’ definition. The rapid rehousing assistance must be provided in accordance with the housing relocation and stabilization services requirements in § 576.105, the short- and medium-term rental assistance requirements in § 576.106, and the written standards and procedures established under § 576.400.

Homeless Management Information System (HMIS) means the information system designated by the Continuum of Care to comply with the HUD's data collection, management, and reporting standards and used to collect client-level data and data on the provision of housing and services to homeless individuals and families and persons at-risk of homelessness.

Housing First – Is an approach to quickly and successfully connect individuals and families experiencing homelessness to permanent housing without preconditions and barriers to entry, such as sobriety, treatment or service participation requirements.

D. Record Retention and Contract Closeout Procedure

Record Retention: HUD ESG guidelines contained in 24 CFR 576.500 - Recordkeeping and reporting requirements: Period of record retention. All records pertaining to each fiscal year of ESG funds must be retained for the greater of 5 years or the period specified below. Copies made by microfilming, photocopying, or similar methods may be substituted for the original records.

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Documentation of each program participant's qualification as a family or individual at risk of homelessness or as a homeless family or individual and other program participant records must be retained for 5 years after the expenditure of all funds from the grant under which the program participant was served; Where ESG funds are used for the renovation of an emergency shelter involves costs charged to the ESG grant that exceed 75 percent of the value of the building before renovation, records must be retained until 10 years after the date that ESG funds are first obligated for the renovation; and Where ESG funds are used to convert a building into an emergency shelter and the costs charged to the ESG grant for the conversion exceed 75 percent of the value of the building after conversion, records must be retained until 10 years after the date that ESG funds are first obligated for the conversion.

Closeout Procedure:

The City and County of Denver will close-out the Federal award when it determines that all applicable administrative actions and all required work of the Federal award have been completed by the non-Federal entity. The close out procedure will be in accordance with § 2 CFR 200.343 Closeout. This section specifies the actions the contractor must take to complete this process at the end of the period of performance: (a) The contractor must submit, no later than 90 calendar days after the end date of the period of performance, all financial, performance, and other reports as required by or the terms and conditions of the Federal award. (b) The contractor must liquidate all obligations incurred under the Federal award not later than 90 calendar days after the end date of the period of performance as specified in the terms and conditions of the Federal award. (c) The City and County of Denver must make prompt payments to the contractor for allowable reimbursable costs under the Federal award being closed out. (d) The contractor must promptly refund any balances of unobligated cash that the Federal awarding agency or pass-through entity paid in advance or paid and that is not authorized to be retained by the contractor for use in other projects. See OMB Circular A-129 and see § 200.345 Collection of amounts due for requirements regarding unreturned amounts that become delinquent debts. (e) Consistent with the terms and conditions of the Federal award, the City and County of Denver must make a settlement for any upward or downward adjustments to the Federal share of costs after closeout reports are received. (f) The City and County of Denver requires the contractor to account for any real and personal property acquired with Federal funds or received from the Federal government in accordance with §§ 200.310 Insurance coverage through 200.316 Property trust relationship and 200.329 Reporting on real property.

E. FUNDING CATEGORIES and CONTRACT TERMS

Up to 75% of the total award will be directed towards the Rapid Re-Housing Assistance component. Up to 25% of the total award will be directed towards the Emergency Shelter component.

The term for this contract will be _January 1, 2019 – December 31, 2019.

Applicants are to submit proposals for one year of funding. Projects may be eligible for multi-year (up to three years) funding based on performance, outcomes and the availability of funds.

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F. PROPOSAL NARRATIVE

THE FOLLOWING INFORMATION SHOULD BE FULLY EXPLAINED IN YOUR PROPOSAL AND BE PRESENTED AS FOLLOWS:

1. Agency Information

• Provide a brief overview of your agency or organization including mission, history, years in operation, total staff size and staffing specific to the program for which funds are requested.

• Briefly describe your experience and RFP-related services provided by your organization. Describe any experience you have related to the identified needs within each area of concern addressed in your proposal. Detail previous contracts with the City and County of Denver and/or other government agencies in the last five years and describe your organization’s ability to effectively manage these contracts.

• Describe any active partnerships or collaborations in which you are involved and how they may be enhanced or supported by this project.

2. Programs/services to be provided in the context of this RFP

• Provide a detailed description of the programs and/or services you propose to provide and the desired impact of those programs and or services.

o Include the intensity, frequency, and duration of services o Explain the need in the Denver community the proposed services

• Client population to be served: o Describe your target population including demographics, access/referrals; o Describe location of your services; o Projected number of clients to be served.

• If you received ESG funds in Calendar Year 2018 and are requesting an increase in funding, explain whether this proposal is to address an expansion of services and/or to serve additional clients. Please justify your expansion of services and how you will serve an increased number of clients.

• Describe your plan for staffing, including names, titles, and brief description of responsibilities of key staff involved with the proposed project.

• Provide detailed information about the goals, objectives, activities, outcomes, timelines, and staffing for proposed services to address your client population and areas of work. Include how you will determine engagement, completion, success, and impact of services.

• If you consider the proposed project as innovative, describe how it is different from services and programs that are currently offered by you or in the community.

• For the Emergency Shelter Component provide your shelter’s capacity and the specific number of clients receiving shelter per day.

• Describe how clients are involved in determining policy, program planning or service delivery.

• Do you charge clients fees for services? If so, describe how this program is administered. Do you require clients to participate in a mandatory programming?

• Specifically describe your agency’s client grievance process, especially as it pertains to the proposed project. Include information about how and when clients are informed about it, the timeframe in which a client’s grievance is heard and how decisions are rendered. Does your

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grievance process require clients to be dismissed from your facility/program before the grievance procedure is completed? Please explain how your organization ensures that clients filing a grievance are provided with due process? (DHS requires a copy of your client grievance policy and procedures to be submitted with this RFP).

3. Program Evaluation

• Describe how your organization will monitor and evaluate the quality of the services/interventions. Specify process and outcome measures to measure program effectiveness.

• Describe documentation, record keeping, data collection and analysis and reporting. ESG requires all records pertaining to each fiscal year of ESG funds must be retained for the greater of 5 years in accordance with 24 CFR 576.500 (y).

4. Service Rates/Budget

Provide an operating budget for the services which includes:

• Proposal budget, using the budget spreadsheet template form (Attachment 3). The line item narrative must be complete.

• Please note the budget is not included in the total number of pages allowed for the narrative. • A budget narrative must also accompany the budget. The rationale and methodology used to

establish the budget must be clearly explained in the budget narrative, showing any calculations in the budget.

• ESG requires matching contributions to supplement the recipient’s ESG program in an amount that equals the recipient’s fiscal year grant for ESG. Use the attached matching document to identify all compliant funds intended for usage through the matching process.

• Please specifically describe any additional resources that will be leveraged to sustain and support the proposed service/program.

• Please note that there are two options for overhead costs: a) Indirect Cost Rate (ICR): must be no higher than 10% de minimus or below unless the

contractor has an approved current federal ICR letter. ICR does not require monthly backup documentation to be submitted with invoices. If you have a federal approved current ICR letter, please submit with RFP proposal.

G. RFP EVALUATION

The RFP evaluation criteria described below will be evaluated by reviewers experienced in the field. Proposals will be utilized to establish the experience and qualifications of the proposer as well as to rank the proposals according to the criteria set out herein. The evaluation committee will evaluate the proposals based upon how well the proposer’s responses meet or exceed the expectations/deliverables of the RFP.

Proposals will be evaluated as follows:

Services to be Provided (40 points)

The extent to which the proposal addresses the issues and service needs, in accordance with the terms and conditions stated in this RFP

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The proposer’s activities and timelines are detailed and realistic to accomplish goals

Outcomes are specific and describe the desired impact on the target population; measures and methodology are clearly defined.

The impact the proposer expects to have on the need(s) addressed by the project is clearly articulated.

Collaborations and linkages are well defined, demonstrated and strengthen the proposed program.

Proposed staff possesses appropriate expertise to accomplish delineated work activities.

Where appropriate, services are well defined and strengthen the proposed program.

Staffing pattern is reasonable, necessary, and appropriately credentialed to provide the identified services.

Record Keeping, Meeting Program Goals and Reporting (15 points)

Proposer specifies procedures that ensures the confidentiality of client files and processes that define their ability to track program participants

The methodology and ability to track data and provide periodic reports on program process is clear and concise.

Proposer clearly defines Process and Outcome measures.

Proposer demonstrates how they can meet the goals of the program and the goals in their proposal.

History and Ability to Administer Services (20 points)

Demonstrates a strong background in administering programs/services, including the ability to administer the proposed services effectively, service delivery process, experience in delivering similar programs, structure and staffing.

Demonstrates a strong organizational history and infrastructure commensurate with the scope of services proposed.

The proposer articulates how they recruit and engage the community and the desired clients in their work.

Fiscal Feasibility (25 points)

Proposer shows experience in successfully managing fiscal requirements of government contracts.

Proposed budget is necessary to meet their goals and objectives.

Proposed budget and narrative are cost effective, competitive and clearly defined.

Proposer presents leveraged resources that significantly assist program sustainability.

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Total Points = 100

H. PROPOSAL AND ATTACHMENTS

The RFP packet is designed to provide sufficient information for proposers to prepare and submit a complete and responsive packet with the “Proposal Certification Form” and attachments. All responses should provide a straightforward, concise description of qualifications. The proposal narrative is limited to ten (10) one sided pages, plus the following attachments:

A. Completed “Proposal Certification Form” (Attachment 1); B. Completed “Proposal Checklist” (Attachment 2); C. Completed Budget with Narrative (Attachment 3); D. Proposal Narrative (Proposed Scope of Work) not to exceed ten (10) pages; E. IRS 501(C)(3), Certificate of Good Standing with Colorado Secretary of State, or State

Corporation papers, or City Agency; F. Current Agency Annual Budget; G. Most recent Independent Audit, Financial Review or IRS Tax Forms; H. List of Board of Directors with occupations and affiliations of primary agency; I. Organizational chart with staff names for primary agency and/or collaborative entities; J. Key staff job descriptions or resumes for primary agency and/or collaborative entities; K. Non-discrimination statement and policy for primary agency and/or collaborative entities; L. Completed “Certification Regarding Debarment, Suspension and Other Responsibility

Matters” (Attachment 4); M. Certificate of insurance (as defined in Attachment 5 sample); N. Completed “Compliance with Contract and Insurance Certification Form” (Attachment 6); O. Most Recent IRS Form 990; P. Copy of Client Grievance Policy and Procedures; Q. Copy of policies pertaining to Client Rules, Guidelines, and Expectations; R. Executive Order 101 confirmation form (mentioned in Item 14, pages 6 and 7) S. Completed FFATA Form” (Attachment 10); T. One (1) original, and six (6) copies (total seven) of the full proposal and attachments, plus

one full electronic copy of the full proposal and all the attachments on a flash drive. Please submit all electronic attachments in Word form.

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I. SOLICITATION SCHEDULE

2018 Emergency Solutions Grant

REQUEST FOR PROPOSALS TIMELINE

Date Task

September 12, 2018 RFP Announced

September 24, 2018 Pre-Proposal Conference

October 2, 2018 Deadline to Submit Questions

October 3, 2018 Response to Questions posted on website

October 10, 2018 Proposals Due by 3:30 P.M.

October 23, 2018 Awards Announced

January 1, 2019 Contracts Commence

RFP ATTACHMENTS

1. Proposal Certification Form

2. Proposal Checklist

3. Budget Template / Matching Template

4. Certification Regarding Debarment, Suspension and Other Responsibility Matters

5. Description of Required Insurance and Sample Certificate of Insurance Form

6. Compliance with Contract and Insurance Certification Form

7. HIPAA, HITECH and Substance Abuse Information

8. Sample Invoicing Documents

9. Sample Agreement

10. Federal Financial Accountability and Transparency Act (FFATA) form

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Attachment 1

DENVER HUMAN SERVICES Emergency Solutions Grant RFP

Proposal Certification Form

(Please Print or Type)

Agency/Name: _______________________________________________________________________

Type (City, Faith-based LLC/Sole Prop/etc.): _______________________________________________

Address: ____________________________________________________________________________

City: _____________________________________ State: ______________________Zip: __________

Telephone Number: ___________________________ Fax Number: ___________________________

Website: ______________________________ Email Address: _______________________________

Contact Person for this Proposal: ________________________________________________________

Title: _____________________________________ Phone: __________________________________

Email Address: _______________________________________________________________________

Executive Director, CEO, or Owner: _______________________________________________________

Title: ________________________________________ Phone: _______________________________

Email Address: _______________________________________________________________________

Federal Identification Number or Social Security Number: ____________________________________

DUNS # ___________________________

Total Proposal Request $____________________

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Attachment 2

DENVER HUMAN SERVICES Emergency Solutions Grant RFP

Proposal Checklist Your Proposal will not be considered complete unless all of the documents are included. Please make certain that you include all of the following:

____ Completed Proposal Certification Form (Attachment 1)

____ Completed Proposal Checklist (Attachment 2)

____ Proposal Narrative (proposed Scope of Work) not to exceed ten (10) pages per proposed Project

____ Completed Budget with Narrative (Attachment 3)

____ Copy of IRS 501(c) (3), Certification of Good Standing with Colorado Secretary, or State Corp Papers

____ Current Agency Annual Budget

____ Most recent Independent Audit, Financial Review or IRS Tax Forms

____ List of Board of Directors with occupations and affiliations

____ Organizational chart with staff names

____ Key Staff Job Descriptions or Resumes

____ Non-discrimination Statement and Policy

____ Client Grievance Policy and Procedures

____ Completed Certification Regarding Debarment, Suspension (Attachment 4)

____ Certificate of Insurance Completed as in Sample (Attachment 5)

____ Compliance with Contract and Insurance Certification Form (Attachment 6)

____ Most Recent IRS Form 990

____ Copy of policies pertaining to Client Rules, Guidelines, and Expectations

____ 1 Original of your proposal, Six (6) Copies and 1 flash drive

____ Executive Order 101 Diversity and Inclusiveness in City Solicitations Information Request Form has been completed per Part I of this RFP.

CONTINUED ON NEXT PAGE

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Please place an X next to each item above to indicate that it is included in your submission. This sheet must accompany your proposal. You are advised to review your materials to ensure it is comprehensive before you submit it. I have reviewed this Proposal and have included all the required information:

_______________________________________ Print Name of Person completing Proposal ___________________________________ ___________________________ Signature of Person completing Proposal Title Date

_____________________________________ Print Name of Agency or Corporation Executive _____________________________________ _________________________ Signature of Executive Title Date

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Attachment 3 — Budget/Matching Template

BUDGET (Cost Reimbursement)

Contractor Name:

Contract Term:

Program Name: Emergency Solutions Grant RFP

ITEM BUDGET BUDGET NARRATIVE JUSTIFICATION DIRECT COSTS

Staffing/Administration

Sub-Total (Staffing)

DIRECT CLIENT ASSISTANCE

Sub-Total (Client Assistance)

DIRECT FACILITIES COSTS

Sub-Total (Facilities)

SUM OF DIRECT COSTS:

Contracting Services - Business Management Division 1200 Federal Boulevard, Fourth Floor

Denver, CO 80204-3221

Phone: 720-944-2233 FAX Phone: 720-944-2224

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INDIRECT COST RATE

Indirect Cost Rate Not to exceed 10% of total direct costs

Sub-Total (Indirect Cost Rate)

SUM OF DIRECT COSTS:

SUM OF INDIRECT COSTS:

TOTAL BUDGET:

The Narrative must outline and clearly describe all items associated with each line item, the rationale and methodology used to establish the fees, cost allocations, and calculations associated with the funded program. The Budget Narrative should be

outlined to the line items and is to be attached to the Budget Form page. Any funding that is leveraged should be noted.

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Attachment 3 Contd. Budget/Matching Template MATCHING SHARE: Identify any non-McKinney-Vento Act funds and in-kind funds for matching share to be contributed in support of the proposed project. Matching Funds: Identify an amount equal to or greater than the requested amount of ESG funds. The amount of these supplemental funds may include the value of any lease on a building; any salary paid to staff in carrying out Emergency Solutions Grant Program activities; and the time and services contributed by volunteers to carry out the program based upon a $24.69 per hour rate, in kind donations, shelter partnership or food bank contributions to the program. Special consideration will be given to volunteers who possess unique skills (I.E. psychiatric evaluation). In the event of such services it is asked that a fair market rate for these services be listed on this form. Funds must be contributed to and used by the ESG funded program for ESG eligible activities between January 1st, 2019 and December 31st, 2019.

SOURCE MATCH AMOUNT CASH or In-Kind Period Available From To

TOTAL MATCH, SUM of Column 2 (must be equal to the amount of ESG funds requested.)

APPLICANT AGENCY AGENCY AUTHORIZED REPRESENTITIVE NAME/ SIGNATURE_________________________________ DATE____________

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Attachment 4

Certification Regarding Debarment, Suspension, and Other Responsibility Matters

Primary Covered Transactions Instructions for Certification

1. By signing and submitting this proposal, the prospective primary participant is providing the certification set out below.

2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency’s determination whether to enter into this transaction. However, failure of the prospective primary participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction.

3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default.

4. The prospective primary participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

5. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations.

CERTIFICATION

(1) The prospective primary participant certifies to the best of knowledge and belief, that it and its principals:

(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department;

(b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

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(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federally, State or local) with a commission of any of the offenses enumerated in paragraph (1) (b) or this certification; and

(d) Have not within a three-year period preceding this application proposal had one or more public transactions (Federal, State or local) terminated for cause or default.

(2) Where the Prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

_________________________________________ ____________________________ Signature Principal Officer Title _________________________________________ ____________________________ Name of Agency Date _________________________________________ ____________________________ Address City, State, Zip Code

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Attachment 5

Following are the insurance requirements that may need to be provided per the contract requirements. Please provide a copy of this information to your insurance agent or broker to insure you have complete and appropriate coverage. The agent should send only the Certificate of Insurance (COI) /ACORD form (see attached sample) with the evidence of the following items.

Insurance Description

Commercial General Liability — $1,000,000 for each occurrence, $1,000,000 for each personal and advertising injury claim, $2,000,000 products and completed operations aggregate, and $2,000,000 policy aggregate.

Professional Liability — For proposers providing legal, medical, or mental health services directly, Professional Liability insurance will also be required. If this service will be subcontracted out, this coverage must be carried by the subcontractor. – Contractor shall maintain limits of $1,000,000 for each claim and $2,000,000 aggregate limit for all claims.

Business Automobile Liability — Maintain Business Automobile Liability with limits of $1,000,000 combined single limit applicable to all owned, hired, and non-owned vehicles used in performing services under this Agreement. Proposers who utilize personal autos for business use may request substitution of Business Automobile Liability with an adequate justification for the substitution and with provided proof of Personal Automobile Liability with limits of $100,000 bodily injury per person; $300,000 bodily injury per accident; $50,000 property damage for all vehicles used in performing services under this Agreement. The personal automobile liability policy will include a business use endorsement.

Workers’ Compensation/Employer’s Liability Insurance - $100,000 per occurrence for each bodily injury claim; $100,000 per occurrence for each bodily injury caused by disease claim, and $500,000 aggregate for all bodily injuries caused by disease claim. If proposer is exempt from the legal requirement to have Workers’ Compensation Insurance, and has in fact properly rejected Workers Compensation Insurance with the Colorado Department of Labor and Employment (CDLE) as of the date of submission of its proposal to this RFP, then proposer will provide with its proposal proof of approval of rejection by CDLE.

In addition to the types of insurance, the Certificate must show:

1. The City and County of Denver Human Services listed as the Certificate Holder in the box at the lower left corner. In the lower right-hand box, it should be noted and include a 30-day written notice of cancellation and 10 days’ notice for nonpayment of premium.

2. In the description/endorsement box, the following is to be the only wording included:

“The City and County of Denver, its elected and appointed officials, employees and volunteers as additional insured” with regards to XXXXX (insert the appropriate policies only such as “commercial general liability policy and the business auto liability policy”). To remain compliant to the terms & conditions of the contract agreement, please have your agent or broker provide proof that the insurance for this agreement (COI/ACORD) is updated and that there is no lapse in coverage of required insurance.

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**The “description” box must only contain the wording: “The City and County of Denver, its elected and appointed officials, employees and volunteers as additional insured” with regards to the appropriate policies only. QUALIFYING LANGUAGE SUCH AS “SUBJECT TO THE TERMS AND CONDITIONS OF THE

POLICY” CAN NOT BE INCLUDED.

Contractors Legal Name

Sexual abuse and molestation coverage evidenced here, if required*

Types of insurance required in contract

Only additional insured in this box*

Verify correct address & contact

Policy limits be same or greater than required in the contract

Policy start date must be prior to effective date of contract

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Attachment 6

COMPLIANCE WITH CONTRACT AND

INSURANCE CERTIFICATION FORM CITY AND COUNTY OF DENVER

DENVER HUMAN SERVICES Emergency Solutions Grant RFP

I, on behalf of the proposer identified below, hereby certify that I have submitted and provided a Certificate of Insurance with this proposal that shows evidence of the insurance required as described in the Description of Required Insurance within this RFP and as stated in the Sample Certificate of Insurance (Attachment #5) and the Sample Agreement (Attachment #9).

_______________Initials __________Date

I further hereby certify that I have read a copy of the sample contract attached to the RFP and understand the terms and provisions contained in that contract and it is the proposer’s intent to comply with each and every term and provision contained in the sample contract and propose no modifications to the sample contract except as follows (There will be NO modifications to insurance provisions except in regard to the waiver of Workers’ Compensation for sole proprietors and personal auto in place of business auto for those who use personal autos for business use):

1)

2) ______

3) ______

I understand that the modification stated above, if any, are offered for discussion purposes only and that the City and County of Denver reserves the right to accept, reject, or further negotiate all proposed modifications to the sample contract.

_______________Initials __________Date

Proposer Name: ______

Program Name (if applicable): _____________

Authorized Signature: ____________________________________________________

Signature Date

Name (please print): Title: ______

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Attachment 7

Business Associate Terms – HIPAA/HITECH

SUBSTANCE ABUSE (42 C.F.R., Part 2)

Provider will also comply with all provisions of 42 C.F.R., Part 2 relating to substance abuse treatment and records.

HIPAA/HITECH (Business Associate Terms)

(1) GENERAL PROVISIONS AND RECITALS

1.01 The parties agree that the terms used, but not otherwise defined below, shall have the same meaning given to such terms under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 ("the HITECH Act"), and their implementing regulations at 45 CFR Parts 160 and 164 ("the HIPAA regulations") as they e x i s t or may hereafter be amended.

1.02 The parties agree that a business associate relationship (as described in 45 CFR §160.103) under HIPAA, the HITECH Act, and the HIPAA regulations arises between the CONTRACTOR and CITY to the extent that CONTRACTOR performs, or delegates to subcontractors to perform, functions or activities on behalf of CITY.

1.03 CITY wishes to disclose to CONTRACTOR certain information, some of which may constitute Protected Health Information (“PHI”) as defined below, to be used or disclosed in the course of providing services and activities.

1.04 The parties intend to protect the privacy and provide for the security of PHI that may be created, received, maintained, transmitted, used, or disclosed pursuant to the Agreement in compliance with the applicable standards, implementation specifications, and requirements of HIPAA, the HITECH Act, and the HIPAA regulations as they exist or may hereafter be amended.

1.05 The parties understand and acknowledge that HIPAA, the HITECH Act, and the HIPAA regulations do not pre-empt any state statutes, rules, or regulations that impose more stringent requirements with respect to privacy of PHI.

1.06 The parties understand that the HIPAA Privacy and Security rules apply to the CONTRACTOR in the same manner as they apply to a covered entity. CONTRACTOR agrees to comply at all times with the terms of this Agreement and the applicable standards, implementation specifications, and requirements of the Privacy and the Security rules, as they exist or may hereafter be amended, with respect to PHI.

(2) DEFINITIONS.

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2.01 "Administrative Safeguards" are administrative actions, and policies and procedures, to manage the selection, development, implementation, and maintenance of security measures to protect electronic PHI and to manage the conduct of CONTRACTOR's workforce in relation to the protection of that information.

2.02 "Agreement” means the attached Agreement and its exhibits to which these additional terms are incorporated by reference.

2.03 "Breach" means the acquisition, access, use, or disclosure of PHI in a manner not permitted under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

2.03.1 Breach excludes:

1. any unintentional acquisition, access, or use of PHI by a workforce member or person acting under the authority of CONTRACTOR or CITY, if such acquisition, access, or use was made in good faith and within the scope of authority and does not result in further use or disclosure in a manner not permitted under the Privacy Rule.

2. any inadvertent disclosure by a person who is authorized to access PHI to another person authorized to access PHI, or organized health care arrangement in which CITY participates, and the information received as a result of such disclosure is not further used or disclosed in a manner disallowed under the HIPAA Privacy Rule.

3. a disclosure of PHI where CONTRACTOR or CITY has a good faith belief that an unauthorized person to whom the disclosure was made would not reasonably have been able to retain such information.

2.03.2 Except as provided in paragraph (a) of this definition, an acquisition, access, use, or disclosure of PHI in a manner not permitted under the HIPAA Privacy Rule is presumed to be a breach unless CONTRACTOR demonstrates that there is a low probability that the PHI has been compromised based on a risk assessment of at least the following factors:

a. The nature and extent of the PHI involved, including the types of identifiers and the likelihood of re-identification;

b. The unauthorized person who used the PHI or to whom the disclosure was made;

c. Whether the PHI was actually acquired or viewed; and

d. The extent to which the risk to the PHI has been mitigated.

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2.04 "CONTRACTOR" shall have the same meaning as in the attached Agreement, to which these Business Associate terms are incorporated by reference.

2.05 "CITY" shall have the same meaning as in the attached Agreement, to which these Business Associate terms are incorporated by reference.

2.06 "Data Aggregation” shall have the meaning given to such term under the HIPAA Privacy Rule in 45 CFR §164.501.

2.07 "Designated Record Set" shall have the meaning given to such term under the HIPAA Privacy Rule in 45 CFR §164.501.

2.08 "Disclosure" shall have the meaning given to such term under the HIPAA regulations in 45 CFR §160.103.

2.09 "Health Care Operations" shall have the meaning given to such term under the HIPAA Privacy Rule in 45 CFR §164.501.

2.10 "Immediately" where used here shall mean within 24 hours of discovery.

2.11 "Individual" shall have the meaning given to such term under the HIPAA Privacy Rule in 45 CFR §160.l03 and shall include a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g).

2.12 "Parties” shall mean “CONTRACTOR” and “CITY", collectively.

2.13 "Physical Safeguards" are physical measures, policies, and procedures to protect CONTRACTOR's electronic information systems and related buildings and equipment, from natural and environmental hazards, and unauthorized intrusion.

2.14 "The HIPAA Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.

2.15 "Protected Health Information" or "PHI'' shall have the meaning given to such term under the HIPAA regulations at 45 CFR §160.103.

2.16 "Required by Law" shall have the meaning given to such term under the HIPAA Privacy Rule at 45 CFR §164.103.

2.17 "Secretary" shall mean the Secretary of the Department of Health and Human Services or his or her designee.

2.18 "Security Incident" means attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. "Security incident" does not include trivial incidents that occur on a daily basis, such as scans, "pings", or unsuccessful attempts to penetrate computer networks or servers maintained by CONTRACTOR.

2.19 "The HIPAA Security Rule” shall mean the Security Standards for the Protection of electronic PHI at 45 CFR Part 160, Part 162, and Part 164, Subparts A and C.

2.20 "Subcontractor" shall have the meaning given to such term under the HIPAA regulations at 45 CFR §160.103.

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2.21 "Technical safeguards" means the technology and the policy and procedures for its use that protect electronic PHI and control access to it.

2.22 "Unsecured PHI" or "PHI that is unsecured" means PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary of Health and Human Services ("HHS") in the guidance issued on the HHS Web site.

2.23 "Use" shall have the meaning given to such term under the HIPAA regulations at 45 CFR §160.103.

(3) OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE.

3.01 CONTRACTOR agrees not to use or further disclose PHI that CITY discloses to CONTRACTOR except as permitted or required by this Agreement or by law.

3.02 CONTRACTOR agrees to use appropriate safeguards, as provided for in this Agreement, to prevent use or disclosure of PHI that CITY discloses to CONTRACTOR or that CONTRACTOR creates, receives, maintains, or transmits, on behalf of CITY, except as provided for by this Contract.

3.03 CONTRACTOR agrees to comply with the HIPAA Security Rule, at Subpart C of 45 CFR Part 164, with respect to electronic PHI that CITY discloses to CONTRACTOR or that CONTRACTOR creates, receives, maintains, or transmits, on behalf of CITY.

3.04 CONTRACTOR agrees to mitigate, to the extent practicable, any harmful effect of a Use or Disclosure of PHI by CONTRACTOR in violation of the requirements of this Agreement that becomes known to CONTRACTOR.

3.05 CONTRACTOR agrees to immediately report to CITY any Use or Disclosure of PHI not provided for by this Agreement that CONTRACTOR becomes aware of. CONTRACTOR must report Breaches of Unsecured PHI in accordance with 45 CFR §164.410.

3.06 CONTRACTOR agrees to ensure that any of its subcontractors that create, receive, maintain, or transmit, PHI on behalf of CONTRACTOR agree to comply with the applicable requirements of Section 164 Part C by entering into a contract or other arrangement.

3.07 To comply with the requirements of 45 CFR §164.524, CONTRACTOR agrees to provide access to CITY, or to an individual as directed by CITY, to PHI in a Designated Record Set within fifteen (15) calendar days of receipt of a written request by CITY.

3.08 CONTRACTOR agrees to make amendment(s) to PHI in a Designated Record Set that CITY directs or agrees to, pursuant to 45 CFR §164.526, at the request of CITY or an Individual, within thirty (30) calendar days of receipt of the request by CITY. CONTRACTOR agrees to notify CITY in writing no later than ten (10) calendar days after the amendment is completed.

3.09 CONTRACTOR agrees to make internal practices, books, and records, including policies and procedures, relating to the use and disclosure of PHI received from, or created or received by CONTRACTOR on behalf of CITY, available to CITY and the Secretary in a time and

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manner as determined by CITY, or as designated by the Secretary, for purposes of the Secretary determining CITY'S compliance with the HIPAA Privacy Rule.

3.10 CONTRACTOR agrees to document any Disclosures of PHI that CITY discloses to CONTRACTOR or that CONTRACTOR creates, receives, maintains, or transmits on behalf of CITY, and to make information related to such Disclosures available as would be required for CITY to respond to a request by an Individual for an accounting of Disclosures of PHI in accordance with 45 CFR §164.528.

3.11 CONTRACTOR agrees to provide CITY information in a time and manner to be determined by CITY in order to permit CITY to respond to a request by an Individual for an accounting of Disclosures of PHI in accordance with 45 CFR §164.528.

3.12 CONTRACTOR agrees that, to the extent CONTRACTOR carries out CITY's obligation(s) under the HIPAA Privacy and/or Security rules, CONTRACTOR will comply with the requirements of 45 CFR Part 164 that apply to CITY in the performance of such obligation(s).

3.13 CONTRACTOR shall work with CITY upon notification by CONTRACTOR to CITY of a Breach to properly determine if any Breach exclusions exist as defined below.

(4) SECURITY RULE.

4.01 CONTRACTOR shall comply with the requirements of 45 CFR § 164.306 and establish and maintain appropriate Administrative, Physical and Technical Safeguards in accordance with 45 CFR §164.308, §164.310, §164.312, §164.314 and §164.316 with respect to electronic PHI that CITY discloses to CONTRACTOR or that CONTRACTOR creates, receives, maintains, or transmits on behalf of CITY. CONTRACTOR shall follow generally accepted system security principles and the requirements of the HIPAA Security Rule pertaining to the security of electronic PHI.

4.02 CONTRACTOR shall ensure that any subcontractors that create, receive, maintain, or transmit electronic PHI on behalf of CONTRACTOR agree through a contract with CONTRACTOR to the same restrictions and requirements contained here.

4.03 CONTRACTOR shall immediately report to CITY any Security Incident of which it becomes aware. CONTRACTOR shall report Breaches of Unsecured PHI as described in 5. BREACH DISCOVERY AND NOTIFICATION below and as required by 45 CFR §164.410.

(5) BREACH DISCOVERY AND NOTIFICATION.

5.01 Following the discovery of a Breach of Unsecured PHI, CONTRACTOR shall notify CITY of such Breach, however, both parties may agree to a delay in the notification if so advised by a law enforcement official pursuant to 45 CFR §164.412.

5.01.1 A Breach shall be treated as discovered by CONTRACTOR as of the first day on which such Breach is known to CONTRACTOR or, by exercising reasonable diligence, would have been known to CONTRACTOR.

5.01.2 CONTRACTOR shall be deemed to have knowledge of a Breach, if the Breach is known, or by exercising reasonable diligence would have

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been known, to any person who is an employee, officer, or other agent of CONTRACTOR, as determined by the federal common law of agency.

5.02 CONTRACTOR shall provide the notification of the Breach immediately to the CITY DHS Executive Director or other designee.

5.02.1 CONTRACTOR'S initial notification may be oral, but shall be followed by written notification within 24 hours of the oral notification.

5.03 CONTRACTOR'S notification shall include, to the extent possible:

5.03.l The identification of each Individual whose Unsecured PHI has been, or is reasonably believed by CONTRACTOR to have been, accessed, acquired, used, or disclosed during the Breach;

5.03.2 Any other information that CITY is required to include in the notification to each Individual under 45 CFR §164.404 (c) at the time CONTRACTOR is required to notify CITY, or promptly thereafter as this information becomes available, even after the regulatory sixty (60) day period set forth in 45 CFR §164.410 (b) has elapsed, including:

a. A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known;

b. A description of the types of Unsecured PHI that were involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved);

c. Any steps Individuals should take to protect themselves from potential harm resulting from the Breach;

d. A brief description of what CONTRACTOR is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any future Breaches; and

e. Contact procedures for Individuals to ask questions or learn additional information, which shall include a toll-free telephone number, an e-mail address, Web site, or postal address.

5.04 CITY may require CONTRACTOR to provide notice to the Individual as required in 45 CFR §164.404, if at the sole discretion of the CITY, it is reasonable to do so under the circumstances.

5.05 In the event that CONTRACTOR is responsible for a Breach of Unsecured PHI in violation of the HIPAA Privacy Rule, CONTRACTOR shall have the burden of demonstrating that CONTRACTOR made all required notifications to CITY, and as required by the Breach notification regulations, or, in the alternative, that the acquisition, access, use, or disclosure of PHI did not constitute a Breach.

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5.06 CONTRACTOR shall maintain documentation of all required notifications of a Breach or its risk assessment under 45 CFR §164.402 to demonstrate that a Breach did not occur.

5.07 CONTRACTOR shall provide to CITY all specific and pertinent information about the Breach, including the information listed above, if not yet provided, to permit CITY to meet its notification obligations under Subpart D of 45 CFR Part 164 as soon as practicable, but in no event later than fifteen (15) calendar days after CONTRACTOR's initial report of the Breach to CITY.

5.08 CONTRACTOR shall continue to provide all additional pertinent information about the Breach to CITY as it becomes available, in reporting increments of five (5) business days after the prior report to CITY. CONTRACTOR shall also respond in good faith to all reasonable requests for further information, or follow-up information, after report to CITY, when such request is made by CITY.

5.09 In addition to the provisions in the body of the Agreement, CONTRACTOR shall also bear all expense or other costs associated with the Breach and shall reimburse CITY for all expenses CITY incurs in addressing the Breach and consequences thereof, including costs of investigation, notification, remediation, documentation or other costs or expenses associated with addressing the Breach.

(6) PERMITTED USES AND DISCLOSURES BY CONTRACTOR.

6.01 CONTRACTOR may use or further disclose PHI that CITY discloses to CONTRACTOR as necessary to perform functions, activities, or services for, or on behalf of, CITY as specified in the Agreement, provided that such use or Disclosure would not violate the HIPAA Privacy Rule if done by CITY.

6.02 CONTRACTOR may use PHI that CITY discloses to CONTRACTOR, if necessary, for the proper management and administration of the Agreement.

6.03 CONTRACTOR may disclose PHI that CITY discloses to CONTRACTOR to carry out the legal responsibilities of CONTRACTOR, if:

6.03.1 The Disclosure is required by law; or

6.03.2 CONTRACTOR obtains reasonable assurances from the person or entity to whom/which the PHI is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person or entity and the person or entity immediately notifies CONTRACTOR of any instance of which it is aware in which the confidentiality of the information has been breached.

6.04 CONTRACTOR may use or further disclose PHI that CITY discloses to CONTRACTOR to provide Data Aggregation services relating to the Health Care Operations of CONTRACTOR.

6.05 CONTRACTOR may use and disclose PHI that CITY discloses to CONTRACTOR consistent with the minimum necessary policies and procedures of CITY.

(7) OBLIGATIONS OF CITY.

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7.01 CITY shall notify CONTRACTOR of any limitation(s) in CITY'S notice of privacy practices in accordance with 45 CFR §164.520, to the extent that such limitation may affect CONTRACTOR'S Use or Disclosure of PHI.

7.02 CITY shall notify CONTRACTOR of any changes in, or revocation of, the permission by an Individual to use or disclose his or her PHI, to the extent that such changes may affect CONTRACTOR’S Use or Disclosure of PHI.

7.03 CITY shall notify CONTRACTOR of any restriction to the Use or Disclosure of PHI that CITY has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect CONTRACTOR'S use or disclosure of PHI.

7.04 CITY shall not request CONTRACTOR to use or disclose PHI in any manner that would not be permissible under the HIPAA Privacy Rule if done by CITY.

(8) BUSINESS ASSOCIATE TERMINATION.

8.01 Upon CITY'S knowledge of a material breach or violation by CONTRACTOR of the requirements of this Contract, CITY shall:

8.01.1 Provide an opportunity for CONTRACTOR to cure the material breach or end the violation within thirty (30) business days; or

8.01.2 Immediately terminate the Agreement, if CONTRACTOR is unwilling or unable to cure the material breach or end the violation within (30) days, provided termination of the Agreement is feasible.

8.02 Upon termination of the Agreement, CONTRACTOR shall either destroy or return to CITY all PHI CONTRACTOR received from CITY and any and all PHI that CONTRACTOR created, maintained, or received on behalf of CITY in conformity with the HIPAA Privacy Rule.

8.02.1 This provision shall apply to all PHI that is in the possession of subcontractors or agents of CONTRACTOR.

8.02.2 CONTRACTOR shall retain no copies of the PHI.

8.02.3 In the event that CONTRACTOR determines that returning or destroying the PHI is not feasible, CONTRACTOR shall provide to CITY notification of the conditions that make return or destruction infeasible. Upon determination by CITY that return or destruction of PHI is infeasible, CONTRACTOR shall extend the protections of this Agreement to the PHI and limit further Uses and Disclosures of the PHI to those purposes that make the return or destruction infeasible, for as long as CONTRACTOR maintains the PHI.

The obligations of this Agreement shall survive the termination of the Agreement.

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Attachment 8 — SAMPLE Invoicing Documents

1. Salaries & fringe Payroll Register (employee information) Time Sheets signed by employee 100%-time certification (Optional) Supervisory approval If organizational fringe rate is provided, no fringe/benefit documents are

required other than payroll register evidence

2. Supplies (program/office), Equipment, Facility expense Invoice Proof of payment (itemized receipts) Sales Tax NOT reimbursed

If multiple items have been purchased but only select few are reimbursable, please annotate applicable expenses on documentation

3. Gift Card, Bus Passes, and client assistance and incentives Complete DHS Items Provided to Clients form; must be dated and signed by

authorized contractor staff and client Itemized Receipts; proof of payment required Sales Tax NOT reimbursed Copy of gift card showing serial number, proof of payment Copy of bus passes and/or tickets showing serial numbers, proof of payment

4. Professional Services/Fee For service

Detailed invoice from Service provider o This must include the service provided o Client identifier if services were provided for a client

Proof of Payment or Attendance o Canceled check or bank statement to prove payment o Sign in sheet, certificate of attendance, registration for proof of

attendance if needed

5. Mileage/Travel Expense Mileage

o Must have DHS mileage spreadsheet showing starting and ending physical address including city and/or zip code for every trip

o Purpose of trip o Proof of payment to employee

Non-Mileage Travel to include Parking o Supporting documentation or proof of payment for all charges. This

could be an invoice, receipts, ACH forms, bank statements or credit card bill

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o All documentation must be clear and identifiable amounts must match the requested reimbursement

6. Conference/Training (employee) Employee name and purpose Proof of Attendance (Certificate of Attendance, Agenda, Travel documents) Itemized Receipts for Expenses Proof of Payment DHS Program Approval

7. Training/Certification (client) Client name and purpose Proof of Attendance (Client registration, Certificate of Completion, List of

Attendees) Proof of Payment

8. Rental Assistance

Lease or Rental Agreement o Only provide pages showing rental and deposit amounts, and

the signatures of all parties o Must demonstrate the size of the unit (1 bedroom, 2 bedroom etc.) o A Rent Reasonableness Test should be submitted with any new

lease locations o Rent Reasonableness Test required if rental amount increases (even

if there is no new lease agreement and rent is within FMR) o If receiving eviction services, please send documentation of cause

Tenant Payment Portion o Must be documented and provided with monthly invoice

Proof of Payments o Proof of Tenant Payment o Proof of payment to rental unit

Utilities o An invoice/receipt and proof of payment should be submitted with

the invoice/receipt Other Charges

o An invoice/receipt and proof of payment should be submitted with the invoice/receipt

If the contractor is invoicing for any other expenses, the invoice must be accompanied with a bill for these charges and proof of payment

9. Indirect Costs Federally Approved Indirect Cost letter (indirect over 10%) No documentation required

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Under DHS policy, Administrative Costs may be negotiated during contract development but requires full documentation.

** NOTE: All documentation must be legible.

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Attachment 9 – Sample Agreement

AGREEMENT EMERGENCY SOLUTIONS GRANT

THIS AGREEMENT is made between the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado (the “City”) and __________________________, a non-profit corporation, with an address of ___________________________________ (“Contractor”) (collectively the “Parties”).

1. COORDINATION AND LIAISON: Contractor shall fully coordinate all services under the Agreement with the Executive Director of Human Services (the “Executive Director” and the “Agency,” respectively) or the Executive Director’s designee.

2. WORK TO BE PERFORMED: The City, acting by and through Agency, has received federal funds to provide homeless assistance programs pursuant to the McKinney-Vento Homeless Assistance Act, as amended by the Homeless Emergency Assistance and Rapid Transition to Housing (“HEARTH”) Act of 2009, (and generally referred to as the Emergency Solutions Grants (“ESG”) program), as may be amended from time to time (CFDA No. _____) (the “Program”). Contractor, under the general direction of, and in coordination with, the Agency’s Executive Director, shall diligently and professionally provide the services described in the Contractor’s Scope of Work, a copy of which is marked as Exhibit A, attached hereto and incorporated herein by reference. Contractor shall faithfully perform the work required under this Agreement in accordance with the standards of care, skill, training, diligence and judgment provided by highly competent professionals who perform work of a similar nature to the work described in this Agreement. All records, data, specifications and documentation prepared by Contractor under this Agreement, when delivered to and accepted by the Executive Director, shall become the property of the City. Contractor agrees that participants eligible for its services hereunder will be those who are described in the document captioned, “Who is Homeless—Homeless Defined for HUD Programs” attached as Exhibit C, and further agrees that in providing services hereunder it will comply with the guide form for documenting homelessness entitled “Intake Documentation of Homelessness” attached as Exhibit D.

3. TERM: The Agreement will commence on _____________________ and will expire on ________________________ (the “Term”). Subject to the Executive Director’s prior written authorization, Contractor shall complete any work in progress as of the expiration date, and the Term will extend until the work is completed or earlier terminated by the Executive Director.

4. COMPENSATION AND PAYMENT: A. Budget: The City shall pay and Contractor shall accept as the sole

compensation for services rendered and costs incurred under the Agreement an amount not to exceed the line item amounts set forth in the budget in Exhibit A. Amounts billed may not exceed the budget set forth in Exhibit A. If applicable, Contractor certifies the budget line items in Exhibit A contain reasonable allowable direct costs and allocable indirect costs in accordance with 2 C.F.R., Subpart E.

B. Reimbursable Expenses: There are no reimbursable expenses allowed under the Agreement. All Contractor’s expenses are contained in the budget in Exhibit A.

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C. Invoices: Funds will be disbursed in appropriate monthly increments, upon receipt and approval of Contractor’s monthly invoices and any City required budget documents or reports. Contractor’s invoices will include all appropriate supporting documentation, including time sheets, payroll records, receipts, and any other document which may be pertinent considering the nature of the services performed or expenses incurred under this Agreement. Contractor’s invoices will reflect in detail the services performed within the period for which the payment is requested and will address all completed project outcomes. Contractor’s invoices must identify reasonable allowable direct costs and allocable indirect costs incurred in accordance with the budgeted categories and amounts contained in Exhibit A and any applicable rate schedule approved by the City. Funds payable by the City hereunder shall be distributed to Contractor on a reimbursement basis only for work performed and costs incurred during the prior month. Invoices submitted for payment must be received by the Agency on or before the fifteenth (15th) day of the month after the month for which reimbursement is being sought. Invoices submitted for services rendered that are submitted after such deadline are untimely and must be submitted separately to be considered for payment. Payment for such late-submitted invoices shall be made only upon a showing of good cause for the late submission.

Time sheets must reflect the amount of time, in hours and quarter-hours, attributable to each activity performed under this Agreement. If Contractor allocates allowable costs to more than one grant, project, or contract, then timesheets must further identify the allocation of allowable costs for each grant, project, or contract. Contractor must not allocate costs billed to this Agreement to another federal award unless the City notifies Contractor in writing that that the City has shifted costs that are allowable under two or more federal awards in accordance with existing federal statutes, regulations, or the terms and conditions of an applicable federal award. 2 C.F.R. 200.405(c).

Each invoice requesting payment under this Agreement will contain the following certification, signed by an official who is authorized to legally bind Contractor, which reads as follows, “By signing this report, I certify to the best of my knowledge and belief that this invoice is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of an applicable Federal award or the Federal Personal Responsibility and Work Opportunity Reconciliation Act of 1996, Public Law 104-193. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise.” (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812).

D. Budget Modifications: Budget line items may only be modified in accordance with Budget Modification Policy No. 1703-495. Notwithstanding the preceding sentence, each modification to Exhibit A shall not take effect until approved in writing in accordance with Budget Modification Policy No. 1703-495 and, a modification to Exhibit A that requires an increase in the Maximum Contract Amount shall be evidenced by a written Amendatory Agreement prepared and executed by both Parties in the same manner as this Agreement.

E. Maximum Contract Amount:

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(1) Notwithstanding any other provision of the Agreement, the City’s maximum payment obligation will not exceed ______________ Dollars and ___________ Cents ($____.00) (the “Maximum Contract Amount”). The City is not obligated to execute an Agreement or any amendments for any further services, including any services performed by Contractor beyond that specifically described in Exhibit A. Any services performed beyond those in Exhibit A are performed at Contractor’s risk and without authorization under the Agreement.

(2) The City’s payment obligation, whether direct or contingent, extends only to funds appropriated annually by the Denver City Council, paid into the Treasury of the City, and encumbered for the Agreement. The City does not by this Agreement irrevocably pledge present cash reserves for payment or performance in future fiscal years. The Agreement does not and is not intended to create a multiple-fiscal year direct or indirect debt or financial obligation of the City.

(3) The Parties understand that as of the date of the execution of this Agreement, the total amount to be awarded to the City from the federal government to administer the Program has not been determined or finalized. If federal funds, or any part thereof, are not awarded to the City or are reduced or eliminated by the federal government, the City may reduce the total amount of compensation to be paid to Contractor by revising Exhibit A or it may terminate this Agreement.

F. Federal Funds Contingency: Contractor understands that this Agreement is funded, in whole or in part, with federal funds. It is further acknowledged that as of the date of the execution of this Agreement, the total amount to be awarded to the City pursuant to the Emergency Solutions Grants Program (formerly known as Emergency Shelter Grants) (ESG-CFDA #14.231) may not have been fully determined, finalized, or paid. The status of the Grant Program is set out in Exhibit B. Should a reduction in City awarded funds under such Grant Program necessitate a reduction to Contractor award hereunder, then the City reserves the right to make a pro rata reduction affecting all contractors with the City under the City’s ESG Program.

G. Recovery of incorrect payments: If, because of any audit or program review relating to the performance of Contractor or its officers, agents or employees under this Agreement, there are any irregularities or deficiencies in any audit or review, then Contractor will, upon notice from the City, correct all identified irregularities or deficiencies within the time frames designated in the City’s written notice. If corrections are not made by such date, then the final resolution of identified deficiencies or disputes shall be deemed to be resolved in the City’s favor unless Contractor obtains a resolution in its favor from the responsible official conducting the audit or review. In any event, Contractor shall be responsible to indemnify and save harmless the City, its officers, agents and employees, from and against all disallowed costs. The foregoing in no way limits Contractor’s obligation to reimburse the City for any costs or expenses paid under this Agreement that have been determined to be unallowable or disallowed by the Federal Government, State Government, or the City in accordance with applicable federal laws, state laws, or the Charter, ordinances, rules, regulations, policies, and Executive Orders of the City and County of Denver.

H. Non-Federal Match Requirement: (1) As required by applicable federal, state, or City laws, rules,

regulations, or policies, Contractor will supplement the Maximum Contract Amount with an equal amount of eligible non-federal funds (or federal funds if allowed), of which these funds may be either cash or through in-kind contributions.

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(2) Contractor shall report in writing to the City any cash or other funds to be applied toward any non-federal match (*) required under this Agreement. Based on Exhibit A, the Match Report Statements are to be submitted every four (4) months from the Term start date and attached to that month’s invoice. Contractor shall be responsible for documenting and maintaining accurate records to the reasonable satisfaction of the City and provide documentation that supports the match consistent with the guidelines found in 24 CFR 576.500. Such contributions shall be recorded on a Match Report Statement and submitted to the City and shall be available along with back up documentation for review at the request of the City. The Match Report Statement shall list all contributions provided by Contractor toward the match requirement and shall list the total amount of contributions made as of the date of the Match Report Statement. The City reserves the right to withhold, adjust and/or reallocate final payments under this Agreement if it determines that the required match is not being met to the City’s satisfaction or the current spending is inconsistent with amounts of non-federal match contributions.

(3) Every Contractor’s Match Report Statement shall be certified to be correct by an authorized representative of Contractor and shall reference the Contract Control number of the Agreement as designated below on the City’s signature page.

(4) Contractor, by signing this Agreement, attests that it will provide an equal amount of eligible non-federal funds either an in-kind match or cash value match contribution from an eligible source of funding under the following conditions: 1) The agency providing the funds cannot have a prohibition on its funding being used as a match for another grant; (2) neither costs nor the values of in-kind contributions may count towards satisfying a cost sharing or matching requirement of a grant agreement if they have been or will be counted towards satisfying a cost sharing or matching requirement of another federal grant agreement, a federal procurement contract, or any other awards of federal funds; and (3) costs and in-kind contributions counting towards satisfying a cost sharing or matching requirement must be verifiable from the records of Contractor. These records must show how the value placed on the match contribution was derived.

(*) Generally, federal funds cannot be used as a match for another federal grant; however, there are some exceptions. Prior to using federal funds as a source of match Contractor shall require approval from grantor of the funds and the grant program office.

5. REPORTS/CLOSEOUT PROCEDURES/CORRESPONDENCE: A. Reports and Closeout Procedures: Contractor shall provide the program

area of the Agency with the reports described in Exhibit A in such a format as may be designated by the City. Such reports may be submitted electronically by disk or e-mail, followed by hard copy transmittal. In addition, Contractor shall comply with all contract closeout procedures directed by the Executive Director to be performed under this Agreement for final reimbursement, including but not limited to final review of payments, invoices, referrals, and required reporting documents, including close-out signature as outlined in the attached Exhibit A, Scope of Work.

B. Submission of Correspondence and Invoices: All written correspondence concerning procedural or administrative contract matters (other than notices required to be provided to the Executive Director and others as described in paragraph 21 (NOTICES) shall be delivered to DHS_Contracting_Services@denvergov.org, or by U.S. Mail to:

Attn: Contracting Services

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Denver Department of Human Services 1200 Federal Boulevard, 4th Floor Denver, Colorado 80204.

Invoices shall be delivered to DHS_Contractor_Invoices@denvergov.org, or by U.S. Mail to:

Attn: Financial Services, Denver Department of Human Services 1200 Federal Boulevard

Denver, Colorado 80204.

6. PERFORMANCE MONITORING/INSPECTION: Contractor shall permit the Executive Director to monitor and review Contractor’s performance under this Agreement. Contractor shall make available to the City for inspection all files, records, reports, policies, minutes, materials, books, documents, papers, invoices, accounts, payrolls and other data, whether in hardcopy or electronic format, used in the performance of any of the services required hereunder or relating to any matter covered by this Agreement to coordinate the performance of services by Contractor in accordance with the terms of this Agreement. All such monitoring and inspection shall be performed in a manner that will not unduly interfere with the services to be provided under this Agreement.

7. STATUS OF CONTRACTOR: Contractor is an independent contractor retained to perform professional or technical services for limited periods of time. Neither Contractor nor any of its employees are employees or officers of the City under Chapter 18 of the Denver Revised Municipal Code, or for any purpose whatsoever.

8. REMEDIES FOR NONCOMPLIANCE: If Contractor does not correct an identified default within the specified timeframe, then the City may impose any or all the following remedial actions, in addition to all other remedial actions authorized by law:

A. Withhold any or all payments to Contractor, in whole or in part, until the necessary services or corrections in performance are satisfactorily completed during the authorized period to cure default.

B. Deny all requests for payment and/or demand reimbursement from Contractor of all payments previously made to Contractor for those services or deliverables that have not been satisfactorily performed and which, due to circumstances caused by or within the control of Contractor, cannot be performed or if performed would be of no value to the Program. Denial of requests for payment and demands for reimbursement shall be reasonably related to the amount of work or deliverables lost to the City.

C. Suspend or terminate this Agreement, or any portion or portions thereof, upon thirty (30) calendar days’ prior written notice to Contractor.

D. Deny in whole or in part any application or proposal from Contractor for funding of the Program for a subsequent program year regardless of source of funds.

E. Reduce any application or proposal from Contractor for refunding for the Program for a subsequent program year by any percentage or amount that is less than the total amount of compensation provided in this Agreement regardless of source of funds.

F. Refuse to award Contractor, in whole or in part, all additional funds for expanded or additional services under the Program.

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G. Deny or modify any future awards, grants, or contracts of any nature by the City regardless of funding source for Contractor; or

H. Modify, suspend, remove, or terminate the Services, in whole or in part. If the Services, or any portion thereof, are modified, suspended, removed, or terminated, Contractor shall cooperate with the City in the transfer of the Services as reasonably designated by the City.

9. OTHER GROUNDS FOR TERMINATION: A. The City has the right to terminate the Agreement with cause upon written

notice effective immediately, and without cause upon twenty (20) days prior written notice to Contractor. However, nothing herein shall be construed as giving Contractor the right to perform services under this Agreement beyond the time when such services become unsatisfactory to the Executive Director.

B. Notwithstanding the preceding paragraph, the City may terminate the Agreement if Contractor or any of its officers or employees are convicted, plead nolo contendere, enter into a formal agreement in which they admit guilt, enter a plea of guilty or otherwise admit culpability to criminal offenses of bribery, kickbacks, collusive bidding, bid-rigging, antitrust, fraud, undue influence, theft, racketeering, extortion or any offense of a similar nature in connection with Contractor’s business. Termination for the reasons stated in this paragraph is effective upon receipt of notice.

C. If the Agreement is terminated without cause, Contractor will be compensated for work requested and satisfactorily performed. Upon termination of the Agreement by the City, with or without cause, Contractor will not have any claim against the City due to, or arising out of, incidental or relating to termination, except for compensation for work requested and satisfactorily performed as described in the Agreement.

D. If the Agreement is terminated, the City is entitled to and will take possession of all materials, equipment, tools and facilities it owns that are in Contractor’s possession, custody, or control by whatever method the City deems expedient. Contractor shall deliver all documents in any form that were prepared under the Agreement and all other items, materials and documents that have been paid for by the City to the City. These documents and materials are the property of the City. Contractor shall mark all copies of work product that are incomplete at the time of termination, “DRAFT-INCOMPLETE.”

10. EXAMINATION OF RECORDS/AUDIT REQUIREMENTS: A. The Controller General of the United States of America or his authorized

representative, any duly authorized representative of the City, including the City Auditor or his representative, or any duly authorized representative of the State of Colorado, shall, until the expiration of five (5) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Contractor involving transactions related to this Agreement. Contractor shall also comply with the additional record retention requirements delineated in Exhibit A, Scope of Work. This right of access includes timely and reasonable access to Contractor’s personnel for interview and discussion related to such documents.

B. Contractor acknowledges that it is subject to all applicable regulations or guidance of the United States Office of Management and Budget.

C. Contractor shall keep true and complete records, and shall annually furnish an accurate statement for the preceding calendar year, of all business transactions under this Agreement,

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which statement shall be certified by an authorized representative of Contractor to be correct. Contractor agrees to establish and maintain a system of bookkeeping satisfactory to the federal government or the City's Auditor and to give any authorized representatives of the federal government or the City access during reasonable hours to such books and records. Any representative of the federal government or the City's Auditor shall have the right at any time, and from time to time, to audit all the books of account, bank statements, documents, records, tax returns, papers and files of Contractor, related to this Agreement, whether prepared manually or electronic, and Contractor, upon request, shall make all such matters available for such examination. If said records exist in electronic form, Contractor shall maintain a means of transferring said records to hardcopy form. Contractor's obligation to retain the above records shall expire five (5) years after Contractor's statement for any period has been delivered to the City.

11. WHEN RIGHTS AND REMEDIES NOT WAIVED: In no event shall any action by the City hereunder constitute or be construed to be a waiver by the City of any breach of covenant or default which may then exist on the part of Contractor, and the City’s action or inaction when any such breach or default shall exist shall not impair or prejudice any right or remedy available to the City with respect to such breach or default; and no assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of this Agreement shall be deemed or taken to be a waiver of any other breach.

12. INSURANCE: A. General Conditions: Contractor agrees to secure, at or before the time of execution of this Agreement, the following insurance covering all operations, goods or services provided pursuant to this Agreement. Contractor shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, during any warranty period, and for three (3) years after termination of the Agreement. The required insurance shall be underwritten by an insurer licensed or authorized to do business in Colorado and rated by A.M. Best Company as “A-” VIII or better. Each policy shall contain a valid provision or endorsement requiring stating, “Should any of the above-described policies be canceled or non-renewed before the expiration date thereof, the issuing company shall send written notice to Denver Risk Management, 201 West Colfax Avenue, Dept. 1105, Denver, Colorado 80202.” Such written notice shall be sent to the Parties identified in the Notices section of this Agreement. Such notice shall reference the City Agreement number listed on the signature page of this Agreement. Said notice shall be sent thirty (30) days prior to such cancellation or non-renewal unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. Additionally, Contractor shall provide written notice of cancellation, non-renewal and any reduction in coverage to the address above by certified mail, return receipt requested. If any policy is in excess of a deductible or self-insured retention, the City must be notified by Contractor. Contractor shall be responsible for the payment of any deductible or self-insured retention. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not lessen or limit the liability of Contractor. Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. B. Proof of Insurance: Contractor shall provide a copy of this Agreement to its insurance agent or broker. Contractor may not commence services or work relating to the Agreement prior to placement of coverage. Contractor certifies that the certificate of insurance attached as Exhibit E, preferably an ACORD certificate, complies with all insurance requirements

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of this Agreement. The City requests that the City’s contract number be referenced on the Certificate. The City’s acceptance of a certificate of insurance or other proof of insurance that does not comply with all insurance requirements set forth in this Agreement shall not act as a waiver of Contractor’s breach of this Agreement or of any of the City’s rights or remedies under this Agreement. The City’s Risk Management Office may require additional proof of insurance. C. Additional Insured: For Commercial General Liability, and Auto Liability, Contractor and subcontractor’s insurers shall name the City and County of Denver, its elected and appointed officials, employees and volunteers as additional insured. D. Waiver of Subrogation: For all coverages required under the Agreement, Contractor’s insurer shall waive subrogation rights against the City. E. Subcontractors and Subconsultants: All sub-consultants and subcontractors (including independent contractors, suppliers or other entities providing goods or services required by this Agreement) shall be subject to all the requirements herein, and shall procure and maintain the same coverages required of Contractor. Contractor shall include all such subcontractors as additional insured under its policies (with the exception of Workers’ Compensation), or shall ensure that all such subcontractors and subconsultants maintain the required insurance coverages. Contractor agrees to provide proof of insurance for all such subcontractors and subconsultants upon request by the City. F. Workers’ Compensation/Employer’s Liability Insurance: Contractor shall maintain the coverage as required by statute for each work location and shall maintain Employer’s Liability insurance with limits of $100,000 per occurrence for each bodily injury claim, $100,000 per occurrence for each bodily injury caused by disease claim, and $500,000 aggregate for all bodily injuries caused by disease claims. Contractor expressly represents to the City, as a material representation upon which the City is relying in entering into this Agreement, that none of Contractor’s officers or employees who may be eligible under any statute or law to reject Workers’ Compensation Insurance shall affect such rejection during any part of the term of this Agreement, and that any such rejections previously effected, have been revoked as of the date Contractor executes this Agreement. G. Commercial General Liability: Contractor shall maintain a Commercial General Liability insurance policy with limits of $1,000,000 for each occurrence, $1,000,000 for each personal and advertising injury claim, $2,000,000 products and completed operations aggregate, and $2,000,000 policy aggregate.

H. Business Automobile Liability: Contractor shall maintain Business Automobile Liability with limits of $1,000,000 combined single limit applicable to all owned, hired and non-owned vehicles used in performing services under this Agreement.

I. Cyber Liability: Contractor shall maintain Cyber Liability coverage with

limits of $1,000,000 per occurrence and $1,000,000 policy aggregate covering claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion and network security.

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J. Additional Provisions:

(1) For Commercial General Liability, the policies must provide the following:

(a) That this Agreement is an Insured Contract under the policy; (b) Defense costs are outside the limits of liability; (c) A severability of interests, or separation of insureds

provision (no insured vs. insured exclusion); (d) A provision that coverage is primary and non-contributory

with other coverage or self-insurance maintained by the City; and, (e) Any exclusion for sexual abuse, molestation or sexual

misconduct has been removed or deleted. (2) For claims-made coverage:

(a) The retroactive date must be on or before the contract date or the first date when any goods or services were provided to the City, whichever is earlier.

(3) Contractor shall advise the City in the event any general aggregate

or other aggregate limits are reduced below the required per occurrence limits. At their own expense, and where such general aggregate or other aggregate limits have been reduced below the required per occurrence limit, the Contractor will procure such per occurrence limits and furnish a new certificate of insurance showing such coverage is in force. (4) For all General Liability, the policy must not contain an exclusion for sexual abuse or molestation, unless a separate policy covering the risk is provided and accepted by the City.

13. DEFENSE AND INDEMNIFICATION: A. Contractor hereby agrees to defend, indemnify, reimburse and hold

harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be due to the sole negligence or willful misconduct of the City. This indemnity has the broadest possible manner to indemnify City for any acts or omissions of Contractor, its subcontractors or subconsultants either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, irrespective if fault, except for the sole negligence or willful misconduct of City.

B. Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Claimant has filed suit on the Claim. Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages.

C. Contractors duty to defend the City arises at the time written notice of the Claim is first provided to the City regardless of whether Claimant has filed suit on the Claim. Contractor’s duty to defend and indemnify arises even if the City is the only part sued by Claimant

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or Claimant alleges that the City’s negligence or willful misconduct was the sole cause of Claimant’s damages if the City in good faith alleges that the Claim arises from Contractor’s acts or omissions under this Agreement.

D. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of Contractor under the terms of this indemnification obligation. Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection.

E. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

14. COLORADO GOVERNMENTAL IMMUNITY ACT: In relation to the Agreement, the City is relying upon and has not waived the monetary limitations and all other rights, immunities and protection provided by the Colorado Governmental Act, C.R.S. § 24-10-101, et seq.

15. TAXES, LATE CHARGES, AND PERMITS: The City is not liable for the payment of taxes, late charges or penalties of any nature, except for any additional amounts that the City may be required to pay under the City’s prompt payment ordinance D.R.M.C. § 20-107, et seq. Contractor shall promptly pay when due, all taxes, bills, debts and obligations it incurs performing the services under the Agreement and shall not allow any lien, mortgage, judgment or execution to be filed against City property, including to land, facilities, improvements, or equipment.

16. ASSIGNMENT AND SUBCONTRACTING: Contractor shall not voluntarily or involuntarily assign any of its rights or obligations under the Agreement or subcontract performance obligations without obtaining the Executive Director’s prior written consent. Any attempt by Contractor to assign its rights or obligations or subcontract performance obligations without the Executive Director’s prior written consent will be void and, at the Executive Director’s option, automatically terminates the Agreement. The Executive Director has sole and absolute discretion whether to consent to any assignment of rights or obligations and subcontracting of performance obligations under the Agreement. In the event of any subcontracting or unauthorized assignment: (i) Contractor shall remain responsible to the City; and (ii) it shall not create a contractual relationship between the City and sub-consultant or subcontractor or assignee.

17. NO THIRD-PARTY BENEFICIARY: Enforcement of the terms of the Agreement and all rights of action relating to enforcement are strictly reserved to the Parties. Nothing contained in the Agreement gives or allows any claim or right of action to any third person or entity. Any person or entity other than the City or Contractor receiving services or benefits pursuant to the Agreement is an incidental beneficiary only.

18. NO AUTHORITY TO BIND CITY TO CONTRACTS: Contractor lacks any authority to bind the City on any contractual matters. Final approval of all contractual matters that purport to obligate the City must be executed by the City in accordance with the City’s Charter and the D.R.M.C.

19. AGREEMENT AS COMPLETE INTEGRATION-AMENDMENTS: The Agreement is the complete integration of all understandings between the Parties as to the subject matter of the Agreement. No prior or contemporaneous addition, deletion, or other modification has any force or effect, unless embodied in the Agreement in writing. No subsequent novation, renewal, addition, deletion, or other amendment will have any force or effect unless embodied in

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a written amendment to the Agreement properly executed by the Parties. No oral representation by any officer or employee of the City at variance with the terms of the Agreement or any written amendment to the Agreement will have any force or effect or bind the City. The Agreement is, and any amendments thereto will, be binding upon the Parties and their successors and assigns. Amendments to this Agreement will become effective when approved by both Parties and executed in the same manner as this Agreement.

20. SEVERABILITY: Except for the provisions of the Agreement requiring appropriation of funds and limiting the total amount payable by the City, if a court of competent jurisdiction finds any provision of the 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.

21. CONFLICT OF INTEREST: A. No employee of the City shall have any personal or beneficial interest in

the services or property described in the Agreement; and Contractor shall not hire, or contract for services with, any employee or officer of the City in violation of the City’s Code of Ethics, D.R.M.C. § 2-51, et seq. or the Charter §§ 1.2.8, 1.2.9, and 1.2.12.

B. Contractor shall not engage in any transaction, activity or conduct that would result in a conflict of interest under the Agreement. Contractor represents that it has disclosed all current or potential conflicts of interest which shall include transactions, activities or conduct that would affect the judgment, actions or work of Contractor by placing Contractor’s own interests, or the interests of any party with whom Contractor has a contractual arrangement, in conflict with those of the City. The City, in its sole discretion, will determine the existence of a conflict of interest and may terminate the Agreement in the event it determines a conflict exists, after it has given Contractor written notice describing the conflict.

22. NOTICES: Notices concerning termination of the Agreement, alleged or actual violations of the terms of the Agreement, and matters of similar importance must be hand delivered, sent by overnight courier service, mailed by certified mail, return receipt requested, or mailed via United States mail, postage prepaid, if to Contractor at the address first above written, and if to the City at:

By Contractor to: Executive Director, Denver Department of Human Services City and County of Denver 1200 Federal Boulevard Denver, Colorado 80204-3221

With a copy to: Supervisor Contracting Services Denver Department of Human Services 1200 Federal Boulevard

Denver, Colorado 80204-3221

Notices hand delivered or sent by overnight courier are effective upon delivery; notices sent by certified mail are effective upon receipt; and notices sent by mail are effective upon deposit with the US Postal Service. The Parties may designate substitute addresses where or persons to whom notices are to be mailed or delivered; however, these substitutions will not become effective until actual receipt of written notification.

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23. DISPUTES: All disputes of whatsoever nature between the City and Contractor regarding this Agreement shall be resolved by administrative hearings pursuant to the procedure established by Denver Revised Municipal Code, § 56-106(b), et seq. For the purposes of that procedure, the City official rendering a final determination shall be the City representative identified in paragraph 1 hereof.

24. GOVERNING LAW; VENUE: The Agreement will be construed and enforced in accordance with applicable federal law, the laws of the State of Colorado, the Charter and Revised Municipal Code of the City and County of Denver, and the ordinances, regulations and Executive Orders enacted or promulgated pursuant to the Charter and Code. The Charter, Revised Municipal Code and Executive Orders of the City and County of Denver are expressly incorporated into the Agreement. Venue for any legal action relating to the Agreement will be in the District Court of the State of Colorado Second Judicial District.

25. COMPLIANCE WITH APPLICABLE LAWS: Contractor will comply with all applicable federal, state and City laws, ordinances, codes, regulations, rules, executive orders, and policies whether or not specifically referenced herein. Any references to specific federal, state, or local laws or other requirements incorporated into this Agreement are not intended to constitute an exhaustive list of federal, state, and City requirements applicable to this Agreement. Applicable statutes, regulations and other documents pertaining to administration or enforcement of the services referenced in this Agreement and all other applicable provisions of federal, state or local law are deemed to be incorporated herein by reference. Compliance with all such statutes, regulations and other documents is the responsibility of Contractor. In particular, and not by way of limitation, the services shall be performed in strict compliance with all laws, executive orders, ordinances, rules, regulations, policies and procedures prescribed by the City, the State of Colorado, and the United States Government, and the following additional federal requirements:

A. ESG Programs. The McKinney-Vento Homeless Assistance Act, as reauthorized and amended by S. 896 The Homeless Emergency Assistance and Rapid Transition to Housing Act of 2009 (HEARTH Act). This Agreement is subject to the provisions of the McKinney-Vento Homeless Assistance Act, as reauthorized and amended by S. 896, the HEARTH Act, pertaining to the emergency solutions grants program (formerly “emergency shelter grants”) and HUD's implementing regulations. See Part I (attached).

B. Federal Grant Award. All the terms and conditions of the ESG Grant between the City and the U.S. Department of Housing and Urban Development for the fiscal year covered by this Agreement and to any subsequent ESG Grant whether or not any such terms or conditions are set forth in the text of this Agreement. The terms and conditions of the said ESG Grant are contained in Exhibit B and incorporated herein by reference.

C. Program Guidance. All information, circulars, memoranda, program guidance, instructions or other written documentation issued by the federal government concerning the ESG program or the expenditure of other federal funds provided under this Agreement.

D. OMB Circulars. The applicable terms and conditions of OMB Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards/Funds, 2 C.F.R. Part 200, et seq.

E. Supplementary General Conditions. The terms and conditions contained in Part II (attached) are general in scope and may contain requirements covering conditions that may not be encountered in the performance of services under the Agreement and

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which, for this reason, are not necessarily applicable to this Agreement. Where any stipulation or requirement set forth in Part II applies to any such non-existing condition and is not applicable to the services under this Agreement, and the City so determines in writing, such stipulation or requirement shall have no meaning relative to Contractor’s performance under this Agreement.

F. Grievance Policy. The Parties desire to ensure that clients are being adequately informed over pending actions concerning their continued participation in the program or activity provided by Contractor. Also, clients must be allowed adequate opportunity to communicate dissatisfaction with the facilities or services offered by Contractor. To satisfy this requirement, Contractor agrees to provide a written “Grievance Policy” and related procedures substantially similar to that set out in Section 204 of Part II, Supplementary General Conditions (attached) as a mechanism to provide opportunities for the City and its clients to meaningfully communicate problems, dissatisfaction, and concerns and to establish procedures for resolution of grievances. The policy must be communicated to clients upon their initial receipt of services. Contractor agrees that a formal “Grievance Policy” will be adopted by its governing body and submitted to the Executive Director for approval at the Executive Director’s discretion on or before the commencement of the term of this Agreement. Failure to provide an acceptable Grievance Policy shall constitute a material breach of this Agreement.

G. Debarment. Contractor is subject to the prohibitions on contracting with a debarred organization pursuant to U.S. Executive Orders 12549 and 12689, Debarment and Suspension, and implementing federal regulations codified at 2 C.F.R. Part 180 and 2 C.F.R. Part 376. By its signature below, Contractor assures and certifies that neither it nor any of its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. Contractor shall provide immediate written notice to the Executive Director if at any time, it learns that its certification to enter into this Agreement was erroneous when submitted or has become erroneous due to changed circumstances. If Contractor is unable to certify to any of the statements in the certification contained in this Article, the Contractor shall provide a written explanation to the City within thirty (30) calendar days of the date of execution of this Agreement. Furthermore, if Contractor is unable to certify to any of the statements in the certification contained in this Article, the City may pursue all available remedies available to the City, including but not limited to terminating this Agreement immediately, upon written notice to Contractor.

Contractor shall include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction" in all covered transactions associated with this Agreement. Contractor is responsible for determining the method and frequency of its determination of compliance with Executive Orders 12549 and 12689 and their implementing regulations.

H. Non-Discrimination and Equal Employment Opportunity (Federal requirements).

(1) In carrying out its obligations under the Agreement, Contractor and its officers, employees, members, and subcontractors hereby affirm current and ongoing compliance with 29 CFR Part 37, Title VII of the Civil Rights Act of 1964, The Americans With Disabilities Act of 1990, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, Title IX of the Education Amendments of 1972, and all other nondiscrimination and equal employment opportunity statutes, laws, and regulations. Contractor agrees not discriminate against any employee or applicant for employment because of race, religion, national origin,

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ancestry, color, gender, gender identity, sexual orientation, age, disability, political affiliation or belief, or veteran status. Contractor will ensure that all qualified applicants are hired, and all employees are considered for promotion, demotion, transfer; recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, selection for training (including apprenticeship), or any other employment-related opportunities, without regard to race, religion, national origin, ancestry, color, gender, gender identity, sexual orientation, age, disability, political affiliation or belief, or veteran status.

(2) Contractor agrees to post notices affirming compliance with all applicable federal and state non-discrimination laws in conspicuous places accessible to all employees and applicants for employment. Contractor will affirm that all qualified applicants will receive consideration for employment without regard to race, religion, national origin, ancestry, color, gender, gender identity, sexual orientation, age, disability, political affiliation or belief, or veteran status in all solicitations or advertisements for employees placed by or on behalf of Contractor.

(3) Contractor will incorporate the foregoing requirements of this section in all its subcontracts.

(4) Contractor agrees to collect and maintain data necessary to show compliance with the nondiscrimination provisions of this section.

I. No Discrimination in Program Participation (Federal requirements). Contractor will comply with any and all applicable federal, state, and local laws that prohibit discrimination in programs and activities funded by this Agreement on the basis of race, color, national origin, sex, disability, and age including but not limited to Title VI of the Civil Rights Act of 1964 (Title VI); Section 504 of the Rehabilitation Act of 1973 (Section 504); the Age Discrimination Act of 1975; the Americans with Disabilities Act of 1990 (ADA); Title IX of the Education Amendments of 1972; Title VII of the Civil Rights Act of 1964 (Title VII); the Age Discrimination in Employment Act (ADEA); the antidiscrimination provision of the Immigration Reform and Control Act of 1986 (IRCA); and, the Equal Pay Act (EPA). Violations may be subject to any penalties set forth in said applicable laws and the Contractor will indemnify and hold the City harmless from any and all claims, losses, or demands that arise under this paragraph. Further, Contractor acknowledges the public policy requirement of the U.S. Dept. of Housing and Urban Development that persons participating in programs or otherwise receiving assistance under this Agreement will have equal access in accordance with the individual’s gender identity. 24 C.F.R. Part 5.106. Therefore, in connection with the administration of programs and the delivery of services, supports, and assistance under this Agreement, Contractor will ensure equal access is provided to each person in accordance with the individual’s gender identity. 24 C.F.R. Part 5.106. Contractor shall submit to the Executive Director, within fifteen (15) days of the Executive Director’s written request, copies of Contractor’s policies and procedures to administer programs and provide services, supports and assistance under this Agreement in a nondiscriminatory manner and to protect the privacy, health, safety, and security of all persons participating in programs or otherwise receiving assistance under this Agreement. 24 C.F.R. Part 5.106.

J. NOTE TO ATTORNEYS AND STAFF USE FBO CLAUSE IF IT IS WARRANTED UNDER THE CONTRACT/SOW. Faith Based Organizations and Sectarian Activities: The Contractor shall not engage in inherently religious activities, such as worship, religious instruction, or proselytizing as part of the programs or services funded under this Agreement.

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K. Access to Services for Persons with Limited English Proficiency. As clarified by Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting federal agency guidance, national origin discrimination includes discrimination based on limited English proficiency (“LEP”). To ensure compliance with Title VI, Contractor must take reasonable steps to ensure that LEP persons have meaningful access to Contractor’s programs, services and activities.

L. Prohibited Transactions. (1) Interest of Contractor: Contractor covenants that it presently has

no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest will be employed.

(2) Members of Congress: No member of or delegate to the Congress of the United States of America shall be admitted to any share or part hereof or to any benefit to arise from this Agreement.

(3) City Employees: No officer or employee of either the City or Contractor shall derive any unlawful personal gain, either by salary, fee payment or personal allowance, from his or her association with the other party to this Agreement. Any contractual provision that contravenes the provisions of this section shall be null and void. This section shall not prohibit an officer or administrator of one party to this Agreement from being reimbursed by the other party for actual, out-of-pocket expenses incurred on behalf of the other party.

(4) No Political Activity. Without limiting the foregoing, Contractor agrees that political activities are prohibited under this Agreement and agrees that no funds paid to it by the City hereunder will be used to provide transportation for any persons to polling places or to provide any other services in connection with elections.

M. Byrd Anti-Lobbying. If the Maximum Contract Amount exceeds $100,000, Contractor must complete and submit to the City a required certification form provided by the City certifying that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress in connection with obtaining any federal contract grant of any other award covered by 31 U.S.C. 1352. Contractor must also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award.

N. New Restrictions on Lobbying. Restrictions against lobbying as set forth in implementing regulations 24 CFR Part 87 and 2 CFR Part 200.450. Contractor assures and certifies that no federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of any federal grant, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal grant or cooperative agreement.

If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress

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in connection with this Federal grant or cooperative agreement, the undersigned will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

O. Mandatory Disclosures. Contractor must disclose, in a timely manner, in writing to the City all violations of federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the work to be performed under this Agreement. Failure to make required disclosures can result in the City taking any of the remedies described in 2 C.F.R. § 200.338.

P. FFATA. The Federal Funding Accountability and Transparency Act of

2006, FFATA, and implementing rules and regulations.

Q. Drug Free Workplace: The Drug-Free Workplace Act of 1988 as codified at 41 U.S.C. 701, et seq.

R. Deficit Reduction. The Deficit Reduction Act of 2005, 109 P.L. 171, and

implementing rules and regulations.

S. Pass-through of City obligations pursuant to Federal requirements: To the extent required by applicable federal law, Contractor shall verify the lawful presence in the United States, of each natural person eighteen years of age or older (the “Applicant”), participating in programs or otherwise receiving assistance under this Agreement. Except as directed otherwise by the Agency in writing, Contractor shall require each such person to produce an acceptable form of identification in accordance with applicable federal requirements, and execute an affidavit in the form attached hereto as Exhibit F and incorporated herein by this reference. Where applicable, Contractor shall maintain copies of each person’s identification documentation and affidavit, and shall make such copies available to the City upon request.

26. NO DISCRIMINATION IN EMPLOYMENT: In connection with the performance of work under this Agreement, Contractor agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity or gender expression, or marital status; and Contractor further agrees to insert the foregoing provision in all subcontracts hereunder.

27. NO EMPLOYMENT OF ILLEGAL ALIENS TO PERFORM WORK UNDER THE AGREEMENT:

A. This Agreement is subject to Division 5 of Article IV of Chapter 20 of the Denver Revised Municipal Code, and any amendments (the “Certification Ordinance”).

B. Contractor certifies that it will participate in the E-Verify Program, as defined in § 8-17.5-101(3.7), C.R.S., to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement.

C. Contractor also agrees and represents that: (1) It shall not knowingly employ or contract with an illegal alien to

perform work under the Agreement.

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(2) It shall not enter into a contract with a subconsultant or subcontractor that fails to certify to Contractor that it shall not knowingly employ or contract with an illegal alien to perform work under the Agreement.

(3) It has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement, through participation in the E-Verify Program.

(4) It is prohibited from using the E-Verify Program procedures to undertake pre-employment screening of job applicants while performing its obligations under the Agreement, and that otherwise requires Contractor to comply with all federal requirements related to use of the E-Verify Program including, by way of example, all program requirements related to employee notification and preservation of employee rights.

(5) If it obtains actual knowledge that a subconsultant or subcontractor performing work under the Agreement knowingly employs or contracts with an illegal alien, it will notify such subconsultant or subcontractor and the City within three (3) days. Contractor will also then terminate such subconsultant or subcontractor if within three (3) days after such notice the subconsultant or subcontractor does not stop employing or contracting with the illegal alien, unless during such three-day period the subconsultant or subcontractor provides information to establish that the subconsultant or subcontractor has not knowingly employed or contracted with an illegal alien.

(6) It will comply with any reasonable request made during an investigation by the Colorado Department of Labor and Employment under authority of § 8-17.5-102(5), C.R.S, or the City Auditor, under authority of D.R.M.C. 20-90.3.

D. Contractor is liable for any violations as provided in the Certification Ordinance. If Contractor violates any provision of this section or the Certification Ordinance, the City may terminate this Agreement for a breach of the Agreement. If the Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the City. Any such termination of a contract due to a violation of this section or the Certification Ordinance may also, at the discretion of the City, constitute grounds for disqualifying Contractor from submitting bids or proposals for future contracts with the City

28. USE, POSSESSION OR SALE OF ALCOHOL OR DRUGS: Contractor shall cooperate and comply with the provisions of Executive Order 94 and Attachment A thereto concerning the use, possession or sale of alcohol or drugs. Violation of these provisions or refusal to cooperate with implementation of the policy can result in the City barring the Contractor from City facilities or participating in City operations.

29. CONFIDENTIAL INFORMATION; OPEN RECORDS:

A. Confidential Information: Contractor acknowledges and accepts that, in the performance of all work under the terms of this Agreement, Contractor will or may have access to the following types of information: (1) City Proprietary Data or confidential information that may be owned or controlled by the City (“City Proprietary Data”); (2) confidential information pertaining to persons receiving services from the Agency (“Client Data”), or (3) confidential proprietary information owned by third parties (“Third Party Proprietary Data”). For purposes of this Agreement, City Proprietary Data, Client Data, and Third Party Proprietary Data shall be referred to collectively as “Confidential Information”. Contractor agrees that all Confidential Information provided or otherwise disclosed by the City to Contractor or as otherwise acquired by

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Contractor during its performance under this Agreement shall be held in confidence and used only in the performance of its obligations under this Agreement. Contractor shall limit access to all Confidential Information to only those employees who have a need to know such information in order to provide services under this Agreement. Contractor shall exercise the same standard of care to protect all Confidential Information as a reasonably prudent contractor or Contractor would to protect its own proprietary or confidential data. Contractor acknowledges that Confidential Information may be in hardcopy, printed, digital or electronic format. The City reserves the right to restrict at any time Contractor’s access to electronic Confidential Information to “read-only” access or “limited” access as such terms are designated by the Executive Director.

Contractor agrees to comply with all applicable state and federal laws protecting the privacy or confidentiality of all information, including protected health information, or other protected information, and to comply with all requirements contained in the attached Exhibit A. Contractor shall submit to the Executive Director, within fifteen (15) days of the Executive Director’s written request, copies of Contractor’s policies and procedures to maintain the confidentiality of protected health information to which Contractor has access.

(1) Use of Confidential Information: Except as expressly provided by the terms of this Agreement, Contractor agrees that it shall not disseminate, transmit, license, sublicense, assign, lease, release, publish, post on the internet, transfer, sell, permit access to, distribute, allow interactive rights to, or otherwise make available any Confidential Information or any part thereof to any other person, party or entity in any form or media for any purpose other than performing its obligations under this Agreement. Contractor further acknowledges that by providing access to Confidential Information, the City is not granting to Contractor any right or license to use such data except as provided in this Agreement. Contractor further agrees not to reveal, publish, disclose, or distribute to any other party, in whole or in part, in any way whatsoever, any Confidential Information without prior written authorization from the Executive Director.

(2) City Methods: Contractor agrees that any ideas, concepts, know-how, computer programs, or data processing techniques developed by Contractor or provided by the City in connection with this Agreement shall be deemed to be the sole property of the City and all rights, including copyright, shall be reserved to the City. Contractor agrees, with respect to Confidential Information, that: (a) Contractor shall not copy, recreate, reverse, engineer or decompile such data, in whole or in part, unless authorized in writing by the Executive Director; (b) Contractor shall retain no copies, recreations, compilations, or decompilations, in whole or in part, of such data; (c) Contractor shall, upon the expiration or earlier termination of the Agreement, destroy (and, in writing, certify destruction) or return all such data or work products incorporating such data or information to the City.

(3) Employees and Subcontractors: The requirements of this provision shall be binding on Contractor’s employees, agents, officers and assigns. Contractor warrants that all of its employees, agents, and officers who designated to provide services under this Agreement will be advised of this provision. All requirements and obligations of Contractor under this Agreement shall survive the expiration or earlier termination of this Agreement.

(4) Disclaimer: Notwithstanding any other provision of this Agreement, the City is furnishing Confidential Information on an “as is” basis, without any support

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whatsoever, and without representation, warranty or guarantee, including, but not in any manner limited to, fitness, merchantability, accuracy and completeness of the Confidential Information. Contractor acknowledges and understands that Confidential Information may not be completely free of errors. The City assumes no liability for any errors or omissions in any Confidential Information. Specifically, the City is not responsible for any costs including, but not limited to, those incurred as a result of lost revenues, loss of use of data, the costs of recovering such programs or data, the cost of any substitute program, claims by third parties, or for similar costs. If discrepancies are found, Contractor agrees to contact the City immediately.

B. Open Records: The Parties understand that all the material provided or produced under this Agreement may be subject to the Colorado Open Records Act, § 24-72-201, et seq., C.R.S., and that in the event of a request to the City for disclosure of such information, the City shall advise Contractor of such request in order to give Contractor the opportunity to object to the disclosure of any of its proprietary or confidential material. In the event of the filing of a lawsuit to compel such disclosure, the City will tender all such material to the court for judicial determination of the issue of disclosure and Contractor agrees to intervene in such lawsuit to protect and assert its claims of privilege and against disclosure of such material or waive the same. Contractor further agrees to defend, indemnify and save and hold harmless the City, its officers, agents and employees, from any claims, damages, expenses, losses or costs arising out of Contractor’s intervention to protect and assert its claim of privilege against disclosure under this Article including, but not limited to, prompt reimbursement to the City of all reasonable attorney fees, costs and damages that the City may incur directly or may be ordered to pay by such court.

30. INTELLECTUAL PROPERTY RIGHTS: The City and Contractor intend that all property rights to any and all materials, text, logos, documents, booklets, manuals, references, guides, brochures, advertisements, music, sketches, plans, drawings, prints, photographs, specifications, software, data, products, ideas, inventions, and any other work or recorded information created by Contractor and paid for by the City pursuant to this Agreement, in preliminary or final forms and on any media whatsoever (collectively, “Materials”), shall belong to the City. Contractor shall disclose all such items to the City. To the extent permitted by the U.S. Copyright Act, 17 USC § 101, et seq., the Materials are a “work made for hire” and all ownership of copyright in the Materials shall vest in the City at the time the Materials are created. To the extent that the Materials are not a “work made for hire,” Contractor hereby sells, assigns and transfers all right, title and interest in and to the Materials to the City, including the right to secure copyright, patent, trademark, and other intellectual property rights throughout the world and to have and to hold such copyright, patent, trademark and other intellectual property rights in perpetuity.

31. LEGAL AUTHORITY: Contractor represents and warrants that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into the Agreement. Each person signing and executing the Agreement on behalf of Contractor represents and warrants that he has been fully authorized by Contractor to execute the Agreement on behalf of Contractor and to validly and legally bind Contractor to all the terms, performances and provisions of the Agreement. The City shall have the right, in its sole discretion, to either temporarily suspend or permanently terminate the Agreement if there is a dispute as to the legal authority of either Contractor or the person signing the Agreement to enter into the Agreement.

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32. NO CONSTRUCTION AGAINST DRAFTING PARTY: The Parties and theirrespective counsel have had the opportunity to review the Agreement, and the Agreement will not be construed against any party merely because the Agreement or any provisions thereof were prepared by a particular party.

33. SURVIVAL OF CERTAIN PROVISIONS: The terms of the Agreement andany exhibits and attachments that by reasonable implication contemplate continued performance, rights, or compliance beyond expiration or termination of the Agreement survive the Agreement and will continue to be enforceable. Without limiting the generality of this provision, Contractor’s obligations to provide insurance and to indemnify the City will survive for a period equal to all relevant statutes of limitation, plus the time necessary to fully resolve any claims, matters, or actions begun within that period.

34. INUREMENT: The rights and obligations of the Parties to the Agreement inureto the benefit of and shall be binding upon the Parties and their respective successors and assigns, provided assignments are consented to in accordance with the terms of the Agreement.

35. TIME IS OF THE ESSENCE: The Parties agree that in the performance of theterms, conditions, and requirements of this Agreement, time is of the essence.

36. PARAGRAPH HEADINGS: The captions and headings set forth herein are forconvenience of reference only, and shall not be construed to define or limit the terms and provisions hereof.

37. CITY EXECUTION OF AGREEMENT: This Agreement is expressly subjectto, and shall not be or become effective or binding on the City until it has been fully executed by all signatories of the City and County of Denver.

38. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE: In the event ofany conflicts between the language of the Agreement and the exhibits, the language of the Agreement controls.

39. ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS: Contractorconsents to the use of electronic signatures by the City. The Agreement, and any other documents requiring a signature hereunder, may be signed electronically by the City in the manner specified by the City. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature, because it is an electronic record or electronic signature or that it is not in its original form or is not an original.

End. Signature pages and Exhibits follow this page.

Exhibits List:

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Part I McKinney-Vento Homeless Assistance Act, as reauthorized and amended by S. 896 The Homeless Emergency Assistance and Rapid Transition to Housing Act of 2009 (HEARTH Act) and ESG Interim Rule

Part II Supplementary General Conditions Exhibit A Scope of Work Exhibit B HUD Documentation Exhibit C Who is Homeless—Homeless Defined for HUD Programs Exhibit D Intake Documentation of Homelessness Exhibit E Proof of Insurance Exhibit F Verification Affidavit

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FEDERAL FUNDING AND ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) FORM

Subrecipient Agency:

Grant and Year: Agreement Number: Completed By:

Name: Title:

Telephone:

Date Completed:

STEP 1

Is your grant agreement less than $25,000? YES

Ch

STOP, no further analysis needed, GO to Step 6

NO Ch

GO to Step 2

STEP 2 In your preceding fiscal year, did your organization receive 80% or more of its annual gross revenues from federal funding?

YES Ch

GO to STEP 3 NO

Ch

STOP, no further analysis needed, GO to Step 6

STEP 3 In your preceding fiscal year, did your organization receive $25,000,000 or more in federal funding?

YES Ch

GO to STEP 4 NO

Ch

STOP, no further analysis needed, GO to Step 6

STEP 4 Does the public have access to information about the total compensation* of senior executives in your organization?

YES Ch

STOP, no further analysis needed, GO to step 6

NO Ch

GO to STEP 5

STEP 5

Executive #1 Name: Total Compensation amount: $

Executive #2 Name: Total Compensation amount: $

Executive #3 Name: Total Compensation amount: $

Executive #4 Name: Total Compensation amount: $

Executive #5 Name: Total Compensation amount: $

STEP 6 If your organization does not meet these criteria, specifically identify below each criteria that is not met for your organization: For Example: "Our organization received less than $25,000."

Signature: ______________________________________________________ Date:

* Total compensation refers to: Salary and bonuses Awards of stock, stock options, and stock appreciation rights Other compensation including, but not limited to, severance and termination payments Life insurance value paid on behalf of the employee

Additional Resources: http://www.whitehouse.gov/omb/open http://www.hrsa.gov/grants/ffata.html http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22705.pdf http://www.grants.gov/

DENVER HUMAN SERVICES

Email:

Attachment 10

FFATA PROVISIONS AND INSTRUCTIONS For Compliance With The Federal Funding Accountability and Transparency Act of 2006 (P.L. 109-282) (FFATA)

The Federal Funding Accountability and Transparency Act (FFATA) was signed on September 26, 2006. The FFATA legislation requires information on federal awards (federal financial assistance and expenditures) be made available to the public via a single, searchable website. Federal awards include grants, subgrants, loans, awards, cooperative agreements and other forms of financial assistance as well as contracts, subcontracts, purchase orders, task orders, and delivery orders. The legislation does not require inclusion of individual transactions below $25,000 or credit card transactions before October 1, 2008. However, if an award is initially below this amount yet later increased, the act is triggered. Due to this variability in compliance Subrecipients are required by Denver Human Services (DHS) to be familiar with the FFATA requirements and complete this Worksheet for each contract for the City’s submission in to the FFATA portal.

ADDITIONAL PROVISIONS

A. This contract (subaward) is supported by federal funds, requiring compliance with the Federal Funding Accountability and Transparency Act (FFATA or the Transparency Act) and Office of Management and Budget Guidance (OMB). Public Law 109-282 as amended by section 6202(a) of Public Law 110-252 (see 31 U.S.C. 6101 note). By entering into this contract, contractor agrees to provide all applicable reporting information to DHS required by FFATA and OMB Guidance.

B. The FFATA requires the OMB to establish a publicly available online database (USASpending.gov) containing information about entities that are awarded Federal grants, loans, and contracts. As required by FFATA and OMB Guidance, certain information on the first-tier subawards related to Federal contracts and grants, and the executive compensation of awardees, must be made publicly available.

C. For new Federal grants beginning October 1, 2010, if the initial subaward is equal to or greater than $25,000, reporting of the subaward and executive compensation information is required. If the initial subaward is below $25,000 but subsequent grant modifications result in a total subaward equal to or over $25,000, the subaward will be subject to the reporting requirements as of the date the subaward exceeds $25,000. If the initial subaward equals or exceeds $25,000 but funding is subsequently de-obligated such that the total award amount falls below $25,000, the subaward continues to be subject to the reporting requirements of the Transparency Act and OMB Guidance.

D. As a Federal grant subawardee under this contract, your organization is required by FFATA, OMB Guidance and this contract to provide DHS, as the prime grant awardee, all information required for FFATA compliant reporting by DHS. This includes all applicable subawardee entity information required by FFATA and OMB Guidance, subawardee DUNS number, and relevant executive compensation data, as applicable.

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Data about your organization will be provided to USASpending.gov by DHS. System for Award Management (SAM) is a government wide registration system for organizations that do business with the Federal Government. SAM stores information about awardees including financial account information for payment purposes and a link to D&B for maintaining current DUNS information, www.sam.gov. DHS requires SAM registration and annual renewal by your organization to minimize unnecessary data entryand re-entry required by both DHS and your organization. It will also reduce the potential of inconsistent or inaccurate data entry.

2. Your organization must have a Data Universal Numbering System (DUNS) numberobtained from the firm Dun and Bradstreet (D&B) (www.dnb.com). A DUNS numberprovides a method to verify data about your organization. D&B is responsible formaintaining unique identifiers and organizational linkages on behalf of the FederalGovernment for organizations receiving Federal assistance.

E. DHS, as the prime awardee, is required by FFATA to report names and total compensation of the five (5) most highly compensated officers of your organization (as the subawardee) if: 1. Your organization (the subawardee), in the preceding fiscal year, received 80 percent or

more of its annual gross revenues from Federal awards and $25,000,000 or more inannual gross revenues from Federal awards; and

2. The public does not have access to this information about the compensation of the seniorexecutives of your organization through periodic reports filed under section 13(a) or15(d) of the Securities and Exchange Act of 1934 (15 U.S.C. §§ 78m(a), 78o(d) orsection 6104 of the Internal Revenue Code of 1986.

“Total compensation” for purposes of this requirement generally means the cash and non-cash value earned by the executive during the past fiscal year and includes salary and bonus; awards of stock, stock options and stock appreciation rights; and other compensation such as severance and termination payments, and value of life insurance paid on behalf of the employee, and as otherwise provided by FFATA and applicable OMB guidance.

F. If (1) in the preceding fiscal year your organization received 80 percent or more of its annual gross revenues from Federal awards and $25,000,000 or more in annual gross revenues from Federal awards, and (2) the public does not have access to this information about the compensation of the senior executives of your organization through periodic reports filed under section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (15 U.S.C. §§ 78m(a), 78o(d) or section 6104 of the Internal Revenue Code of 1986, insert the names and total compensation for the five most highly compensated officers of your organization as identified in Step 5 of the FFATA Form.

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1.