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11-13-23 - City Council Meeting Agenda Packet
AGENDA CITY COUNCIL MEETING CITY OF WHEAT RIDGE, COLORADO 7500 W. 29th Ave. Wheat Ridge CO November 13, 2023 6:30 pm This meeting will be conducted as a virtual meeting, and in person, at 7500 West 29th Avenue, Municipal Building. City Council members and City staff members will be physically present at the Municipal building for this meeting. The public may participate in these ways: 1. Attend the meeting in person at City Hall. Use the appropriate roster to sign up to speak upon arrival. 2. Provide comment in advance at www.wheatridgespeaks.org (comment by noon on November 13, 2023) 3. Virtually attend and participate in the meeting through a device or phone: • Click here to join and provide public comment • Or call +1-669-900-6833 with Access Code: 840 2203 2717 Passcode: 619823 4. View the meeting live or later at www.wheatridgespeaks.org, Channel 8, or YouTube Live at https://www.ci.wheatridge.co.us/view Individuals with disabilities are encouraged to participate in all public meetings sponsored by the City of Wheat Ridge. Contact the Public Information Officer at 303-235-2877 or wrpio@ci.wheatridge.co.us with as much notice as possible if you are interested in participating in a meeting and need inclusion assistance. CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL OF MEMBERS APPROVAL OF MINUTES Study Session Notes, October 2, 2023 City Council Meeting Minutes, October 9, 2023 Study Session Notes, October 16, 2023 City Council Special Meeting Minutes, October 16, 2023 APPROVAL OF AGENDA PROCLAMATIONS AND CEREMONIES •Recognition of outgoing elected officials •Oath of office for newly elected officials •Proclamation – Small Business Saturday •Proclamation – National Native American Heritage Month •Proclamation – National Veterans and Military Families Month PUBLICS’ RIGHT TO SPEAK a.Public may speak on any matter not on the Agenda for a maximum of 3 minutes under Publics’ Right to Speak. Please speak up to be heard when directed by theMayor. b.Members of the Public who wish to speak on a Public Hearing item or Decision,Resolution, or Motion may speak when directed by the Mayor at the conclusion of thestaff report for that specific agenda item. c.Members of the Public may comment on any agenda item in writing by noon on the day of the meeting at www.WheatRidgeSpeaks.org. Comments made on Wheat Ridge Speaks are considered part of the public record. 1.CONSENT AGENDA a.Motion to approve the purchase and payment of Tyler Technologies E-Citation/Summons Zebra printers hardware and Brazos software for an initial total not to exceed $142,340 b.Motion to approve the purchase of salt materials for snow and ice control on city streetsfrom Independent Salt Company in a total amount not to exceed $140,200 c.Resolution No. 49-2023 – a resolution approving a Transportation Alternatives Programgrant agreement with the Colorado Department of Transportation d.Motion to amend the contract with Sunland Asphalt and Construction, LLC for theRecreation Center Parking Lot Repair project to allow for an additional amount of$190,000 for a total not-to-exceed amount of $809,400.42 e.Motion to cancel the December 18, 2023 City Council study session PUBLIC HEARINGS AND ORDINANCES ON SECOND READING 2. Council Bill No. 27-2023 – An ordinance approving the rezoning of property located at 10800 W. 48th Avenue from Agricultural-One (A-1) to Residential-Two (R-2) ORDINANCES ON FIRST READING 3. Council Bill No. 28-2023 – an ordinance amending Article VII of Chapter 26 of the Wheat Ridge Code of Laws, concerning the city’s billboard requirements, and makingconforming amendments therewith 4.Council Bill No. 29-2023 – an ordinance approving the rezoning of properties located at3650 and 3660 Wadsworth Boulevard from Restricted-Commercial (R-C) and Neighborhood-Commercial (N-C) to Mixed Use-Commercial (MU-N) DECISIONS, RESOLUTIONS, AND MOTIONS None CITY MANAGER’S MATTERS CITY ATTORNEY’S MATTERS ELECTED OFFICIALS’ MATTERS STUDY SESSION NOTES CITY OF WHEAT RIDGE, COLORADO Hybrid - Virtual Meeting October 2, 2023 Mayor Starker called the Study Session to order at 6:30 p.m. This meeting was conducted both as a virtual meeting and hybrid, where some members of the Council or City staff were physically present at the Municipal building, and some members of the public attended in person as well. A quorum of members (eight) of Council were present in Council Chambers for this session. Mayor Starker welcomed the Council, other elected officials, staff, guests and interested citizens. The Mayor also explained the virtual/hybrid meeting format, how citizens will have the opportunity to be heard, and the procedures and policies to be followed. All Council Members were present: Scott Ohm, Judy Hutchinson, Korey Stites, Amanda Weaver, Leah Dozeman, Janeece Hoppe, and Rachel Hultin. Valerie Nosler Beck attended virtually. Also present: City Clerk, Steve Kirkpatrick, City Manager Patrick Goff; Lauren Mikulak, Director of Community Development; Karen O’Donnell, Director of Parks and Recreation; Maria D’Andrea, Director of Public Works; Korey Kolar, Housing Navigator; Neighborhood Engagement Specialist Ashley Holland; other staff and interested residents. Public’s Right to Speak No one came forward tonight. Note about Wheat Ridge Speaks: Members of the public may visit the Wheat Ridge Speaks website and enter written comments of up to 1,000 words on any Council agenda item. The deadline for the public to submit comments is 12:00 Noon Mountain Time on the day of a Council session so that Council members, other elected officials and City Staff have time to review the comments before the meeting on Monday evening. The City Clerk’s Office transcribes those Wheat Ridge Speaks comments into these minutes, placing each comment along with the record for that agenda item. No comments appeared in Wheat Ridge Speaks for this session of Council. 1. Homeless Navigation Program Update Issue The roles of both the Homeless Navigator and Housing Navigator are part of the city Homeless Navigation Program which was developed to help people experiencing a housing crisis obtain the services and resources that they need to thrive, up to and including stable housing. While the Navigators cannot increase the availability of affordable housing, they will provide direct support and help identify solutions to the many complex challenges faced by those at risk of homelessness and those seeking a pathway out of homelessness. They also work closely with local business communities, constituents, metro-area non-profit providers and government agencies. Staff Report Kory Kolar, Housing Navigator, presented the program update to council which included the client demographics report which contains details that are self-reported by individuals experiencing homelessness during the client intake process in the Homeless Management Information System (HMIS). During this process, the Homeless Navigator does not verify or validate the information as true or accurate. The Homeless Navigator serves the cities of Wheat Ridge and Edgewater. This program previously supported Golden as well through October 2021. All data included in this report represents active client demographics. Once a client is housed or the relationship is inactive for 180 days, they are removed from the HMIS database. The data points were: • Age Range • Gender • Race • Disability Status • Physical Disability • Chronic Health Condition • HIV/AIDS Status • Mental Health • Substance Abuse • Chronic Homeless Status • Homelessness Frequency • Veteran Status • Hispanic Ethnicity • Prior Living Situation • Prior Living Duration • Individual Income • Household Income CM had comments and questions: Several CM thanked Mr. Kolar and the Navigation team for their informative presentation. They also thanked Mr. Kolar for his hard work with our residents experiencing homelessness. • CM asked how the new housing at 44th and Wadsworth, developed jointly with Foothills Housing Authority, will be allocated. Mr. Kolar reported that those decisions are pending. • CM also asked how best to connect community members with others who may have property our clients could use. Mr. Kolar suggested donating to the WR Community Foundation. He also disclosed that staff are working with ARC on a similar effort as well. • CM Hultin recounted a story about a man experiencing homelessness who has told many folks that the Wheat Ridge Homeless Navigation program staff were the first to provide any genuine support and help. • CM also asked that staff provide a small brochure-like resource sheet that staff and elected officials can provide to people experiencing homelessness so that they know where and from whom help is available. • Mayor Starker asked about working with the unhoused population and does staff notice changes in the numbers of people in need, as a result of weather or other factors. Mr. Kolar provided a detailed response. He also asked Mr. Kolar whether he thinks we are making progress and headed in the right direction. Mr. Kolar answered affirmatively and emphatically; he said the model WR is using is by far the best and results in the most positive outcomes. • CM Ohm asked about the interactions among our staff and municipal courts. Mr. Kolar gave a detailed answer. • CM Hutchinson asked if we know where the severe weather shelters will be located. Mr. Kolar explained that details are still in the works, after which the staff will publish the list of severe weather shelters. 2. Regulating Uncodified Special Committees Issue Staff requests Council direction on the following items: • Creating a policy to govern uncodified special committees. • Applying that policy to existing committees. • Appointing IDEA Committee Members. Staff Report Item 1 - Regulating Uncodified Special Committees Cole Haselip, Management Analyst, spoke about the prior actions where staff presented an uncodified special committee appointment policy to Council at the August 7, 2023, Study Session. Council provided consensus to continue discussion of the policy to a future date. At that meeting, the Council also reached consensus to create the Inclusion, Diversity, Equity, and Accessibility (IDEA) Committee. He spoke also on the background of the issue where the committees were created to support the priorities of the City of Wheat Ridge, thereby empowering community members to enhance quality of life in the City. Three of the four uncodified special committees were created in recent years. Recognizing the importance of these committees to the City and community members, staff analyzed how to increase their effectiveness. As a result, staff requests that the City Council consider a policy regulating uncodified special committees and how to apply that policy to existing committees. Leading into discussion also on how to regulate Uncodified Special committees where there are recommendations that City Council adopt the following policy determining if the City Council, City staff, or both should select committee members: 1. Council-Selected Committees: Quasi-judiciary committees and/or advisory committees that have a direct impact on policy development, require broad public participation, or serve as a direct liaison between the community and the Council. 2. Staff-Selected Committees: Technical advisory committees, community liaison committees focused on specific activities or programs, or committees created for specific and limited-term community engagement projects. 3. Hybrid Committees: There may be times when the City creates a committee whose mission would be best accomplished as a hybrid of Council and Staff-Selected Committees. For example, an advisory committee related to a specific public improvement project that requires both specific technical expertise from committee members and a wide representation of community members. Other topics addressed were: • Rules; Staff recommends that the boards and commissions rules regarding term limits, term length, unexcused absences, automatic removal and the Boards and Commissions Code of Ethics apply to Council-Selected and Hybrid Committees. • Accountability; Staff recommends that Council-Selected and Hybrid Committees be accountable to the City Council. Meaning that, by majority vote, the Council may suspend, modify, or dissolve these committees, create or amend committee bylaws, and remove committee members during a public hearing at their discretion or for violating the Boards and Commissions Code of Ethics. • District Representation; Staff recommends that Council-Selected and Hybrid Committees reserve at least four positions for district representation, one for each district. These committees are intended to represent the different people, perspectives, communities, and neighborhoods in the City. Clerk’s Note: Staff and Council started this discussion intending to consider the five issues staff had identified one by one. It quickly became clear that the issues are interconnected and that the outcomes of the discussion would be combined into a single list of consensuses. Item 2 - Applying Uncodified Special Committee Regulations to Existing Committees Mr. Haselip also briefly described the existing uncodified special committees and recommend that they too be classified as Council-Selected, Staff-Selected, or Hybrid Committees. Changes to those committees possibly included the: • Active Adult Center Advisory Committee (AACAC); No changes are required as a result of the committee’s recommended classification. • Wheat Ridge Police Department Community Advisory Group (CAG); No changes are required as a result of the committee’s recommended classification. • Sustainable Wheat Ridge (SWR); Recommendation that it be a Hybrid Committee with four seats, reserved for district representation, selected by the City Council and eight at- large positions, reserved for experts in the field, selected by City staff. Two of the staff- selected seats could be occupied by non-residents. The City Council would use the attached form to select SWR appointments (Attachment 1). This is the form that SWR currently uses to select its members. Alternatively, the Council could use the generic Boards and Commissions Form to select applicants. • Inclusion, Diversity, Equity, and Accessibility (IDEA) Committee; No changes are required as a result of the committee’s classification because it has not been organized. Item 3 - Appointing IDEA Committee Members Mr. Haselip reported that after reviewing similar applications from comparable municipalities, staff developed the attached IDEA Committee application for the Council to consider (Attachment 2). The application is separated into five sections: 1. Contact Information 2. Residency 3. Demographics 4. Committee Application Questions 5. Verification He requests direction to include contact and demographic information for the City Council to consider during the committee member appointment process. Staff also requests feedback on the committee application questions. Item 4 - IDEA Committee Application Questions Staff Report In the place of standard boards and commissions questions, staff has included a series of committee application questions designed to help Council and staff evaluate applicants. Staff requests feedback on the committee application questions prior to finalizing them. 1. Consensus to use demographic information to ensure that IDEA Committee appointments reflect the diversity of lived experience in Wheat Ridge. 2. Consensus to conceal some of the demographic information from the City Council during the appointment process. 3. Consensus to conceal all of the demographic information from the City Council during the appointment process. 4. Consensus to not collect demographic information in the IDEA Committee application. Item 5 - IDEA Committee application questions Staff report Staff is looking for feedback on the application questions as presented. CM had comments and questions: The following list of CM comments and questions includes their feedback on all five of the items staff presented. • Will appointments the staff makes be subject to Council approval? • Is the Forfeiture Committee subject to these regulations? • Please, explain the theory behind having staff appoint a majority of the IDEA and other committees. CM Dozeman opined that Council should select a majority of the people serving on all committees. Mr. Kolar responded that many of these are technical committees, so staff should ensure their technical qualifications. • CM Hultin supported the proposed appointment process recommended by staff because many of those positions will actually support staff efforts to engage with highly technical content. • MPT Stites agreed with CM Hultin’s comments. He supports the appointment of at least one member of the Police Advisory Board from each district. He also supports having Council ratify the staff’s recommendations for appointments. • CM Weaver opined that staff look at not only expertise but also interest in serving and passion for the work. Be more inclusive of people who are passionate about an issue but would not necessarily appear to be qualified experts. • CM Hoppe asked about serving only two, one-year terms as a liaison to a committee. She thinks that CM should also vote. CM Hultin opined that CM voting on the committees would give CM liaisons undue sway during committee deliberations. • CM Hutchinson opined that demographic questions on committee member applications are inappropriate and may be illegal. She wants more information about applicants’ expertise, connections to Wheat Ridge and passion for the work of the committee. • The Mayor asked why staff are recommending that the CM appointed by the Mayor is not a voting member of the committee, board or commission. Mr. Haselip gave a detailed response, addressing the impact of having CM attend most meetings but not necessarily every meeting. CM Hoppe proposed consensuses: A. Use the staff recommended framework for uncodified committees, except that membership on hybrid committees will be ratified by Council. Ratification means Council can override staff recommendations for any proposed member. Council will provide a list of recommended committee appointments before the slate is put onto Council packets. B. Apply the uncodified regulations as recommend by staff, with the following changes: a. Change the Council liaisons terms to one, two-year term. b. Change the community advisory committee to the WRPD to a hybrid committee. c. Applicants will be considered based on expertise and interest. C. Keep the contact information in the application. D. We do not collect demographic information in the application process. E. We continue to collect IDEA committee’s application except the demographics. Consensuses attained. 3. Let’s Talk Resident Engagement Program Update – North I-70 and Lutheran/Crown Hill Issue Lauren Mikulak, Director of Community Development presented the work plan summarizing the action items the City has presented to Let’s Talk neighborhoods in response to resident feedback from 2020 to present. It includes a brief description of the item, identifies which neighborhoods have weighed in on the action item and their ranking and level of support1, notes alignment with any City Council-adopted policies or current strategic priorities, and includes the current status of each item. Work plan items appear in the order in which they were added. She noted that the Engagement Blitz Reports for each neighborhood more detailed summaries of the respective action items and resident input, and they can be found at www.whatsupwheatridge.com/lets-talk. Some of the broad topics included in the work plan were: • Increase Resources for Neighborhood Traffic Management Program (NTMP) • Address Accessory Dwelling Units (ADUs) • Adopt Tree Preservation Rules Expand Dumpster and Cleanup Days to Address Property Maintenance and Code Enforcement Issues • Expand Bulk Plane • Broaden Housing Options • Improve Clear Creek North of 44th Avenue to Reduce Flood Impacts on Property Item 1 – Lutheran/Crown Hill Staff Report Ms. Mikulak spoke on the background of the item Let’s talk program where on this item from March to September 2023, we heard from 182 individual Lutheran/Crown Hill residents about what’s most important to them and what the City should do to respond as part of the Let’s Talk Resident Engagement Program. This report summarizes what Lutheran/Crown Hill residents said during this engagement blitz. She reported that they spoke with the residents of Lutheran/Crown Hill area, who have a broad and extensive range of issues that are important to them. Three issues that rose to the top based on the number of times that residents raised the topics during the Prime the Pump Survey were: • Bike and Pedestrian Access and Safety • Private Development Impacts on Neighborhood Character • Traffic and Speeding Ms. Mikulak spoke directly to the residents responses to the round 1 survey in many instances at their open house in August 2023 where most of the residents who commented on this action item voiced support. Some mentioned specific intersections where they would like to see crossings, including Dudley Street, Garrison Street, North Lutheran Parkway, Estes Street, Allison Street, and Holland Street. Other residents expressed a desire for more improvements to this section of W 32nd Avenue like a sidewalk on the north side of the street or a protected bike lane. CM had comments and questions: • CM thanked staff for their hard work in efforts to engage our residents, and for their presentation tonight. • CM Ohm asked whether there is a place where What’s Up Wheat Ridge brochures are stored online? Ms. Holland gave a detailed answer. Then he asked how often we will cycle back to reconnect with the neighborhoods to continue the flow of information in both directions. Again, Ms. Holland gave a detailed answer. • MPT Stites recognized staff for their ability to take the incoming communication and transform it into useable intelligence and policy recommendations. • CM Hultin echoed MPT Stites’ comments, and underscored how important this work has been to Council, staff and our residents. The program has been really successful. • The Mayor further recognized the impact this program has had on our communities. On Wednesday, October 4, WR will receive an award from DRCOG for our community outreach program. Item 2 – North I-70 Staff Report Ms. Mikulak presented on both Round 1 and Round 2 of the engagement outreach and summarized them in detail. Round 1 was to find out what was most important to residents where round 2 was to prioritize action items. During Round 1 of the engagement blitz, most resident spoke about three topics: • Bike and Pedestrian Access and Safety • Neighborhood Business Vitality • Parks She spoke on those items where they generally asked for more sidewalks and bike lanes. Others noted specific areas that need improvement like along Ridge Road and Ward Road. Several commenters requested better access to existing amenities nearby like the Clear Creek Trail and the Van Bibber Creek Trail. On the business vitality item, she noted that many spoke on the lack of coffee shops, restaurants, and retail establishments in the area. Others mentioned the desire of a grocery store nearby. Where a few respondents voiced frustration that the amount of new residential units in the area is not translating into new commercial development. Lastly, she reported that some North I -70 residents would like to see more parks and usable open space in their neighborhood. Several mentioned that the neighborhood feels industrial, and the addition of parks and greenspace would help it feel more like a neighborhood. Lastly others requested that the city improve access to existing parks and trails in the area. CM had comments and questions: CM thanked the staff for their hard work and for their excellent presentation. 4. Staff Report(s) Nothing tonight. 5. Elected Officials’ Report(s) CM Hultin reported that this is National Week Without Driving. The organizers challenge elected officials to reduce their driving this week, or eliminate driving entirely for the week. We need volunteers this weekend to help with the dumpster recycling program this coming weekend. She reported that Happiness Gardens is going dormant soon. CM Hutchinson lauded the electronic waste drop off this past weekend. MPT Stites also was grateful for the electronic recycling. He cut the ribbons on two new business openings this past week. Saturday, October 14, at Louise Turner Park, there will be a District III meeting to discuss ballot proposition 2J. ADJOURNMENT The Study Session adjourned at 8:28pm. APPROVED BY CITY COUNCIL ON October 9, 2023. _________________________________ Steve Kirkpatrick, City Clerk _________________________________ Korey Stites, Mayor Pro Tem City Council Meeting Minutes CITY OF WHEAT RIDGE, COLORADO 7500 WEST 29TH AVENUE, MUNICIPAL BUILDING October 9, 2023 Note: This meeting was conducted both as a virtual meeting and hybrid, where some members of the Council or City staff were physically present at the Municipal building, and some members of the public attended in person as well. Eight members of Council were present in Council Chambers for this session. Before calling the meeting to order, Mayor Starker stated the rules and procedures necessitated by this meeting format. Mayor Pro Tem Stites called the Regular City Council Meeting to order at 6:32 p.m. (The Mayor was absent to attend a family gathering, so the MPT presided.) PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA ROLL CALL OF MEMBERS Judy Hutchinson Scott Ohm Rachel Hultin Janeece Hoppe Amanda Weaver Korey Stites Leah Dozeman Valerie Nosler Beck was absent for healthcare reasons. Also, present: City Manager Patrick Goff; City Attorney Gerald Dahl; Deputy City Manager, Allison Scheck; Director of Public Works, Maria D’Andrea; Director of Community Development, Lauren Mikulak; Management Analyst, Cole Haselip; Housing Navigator, Kory Kolar; other staff, guests and interested citizens. APPROVAL OF MINUTES • Special Study Session Notes of September 25, 2023 • City Council Meeting Minutes of September 25, 2023 The above Notes and Minutes were approved without changes. APPROVAL OF AGENDA Without objection or correction, the agenda stood as announced. PROCLAMATIONS AND CEREMONIES CPRA Community Champion Award – Kathleen Martell Mayor Pro Tem Stites introduced Susie Andersen, who read the award earned by Kathleen Martell, who serves the City in several capacities including chair of the Cultural Commission. She was nominated by Parks and Rec staff, and was selected from among nominees across the State of Colorado. Ms. Andersen presented the award to Ms. Martell who accepted it gracefully. Proclamation recognizing National Pedestrian Safety Month Mayor Pro Tem Stites proclaimed October 2023 as Nation Pedestrian Safety Month for the City of Wheat Ridge strives to be a safe, inviting, and accessible place to walk, bike, and roll for people of all ages and abilities. Whereas children and adults depend on safe places to walk along our corridors, through our neighborhoods, and across our streets on their way to Wheat Ridge schools, parks, shopping, employment, services, and to access transit. CM Hultin stood to accept the proclamation, declaring that this is incredibly important work. She commented that the City is a leader in ensuring the safety of pedestrians, the disabled, and our children. PUBLIC’S RIGHT TO SPEAK Dan Larson, Flower St, WR, a candidate for CM in District IV. He reviewed his positions on the key issues he has heard about while walking neighborhoods and speaking with business owners. He commented on the budget, up for approval tonight, and about issues he would champion should he sit on Council starting next month. He supports passage of proposition 2J on the ballot on November 7. Kathleen Martel 6645 W. 38th. She thanked the City for the award she received. Her primary purpose was to give an update on the activities and events promoted and conducted by the Cultural Commission, which she chairs. The emphasized the three pillars of promoting culture: supporting artists; a new grant program; and promoting new cultural activities. Mark Wallander, 11001 Ridge Road, Came to comment on the noise generated by the light rail at the Wheat Ridge Ward Road station. Sometimes the bells and other warning sounds continue for an hour or more at a time, at any time of the day or night. He asks that the City address this issue. Jenny Snell, 7030 W. 35th Avenue, a candidate for CM in District I. She noted that today is Indigenous Peoples’ Day. It is also national coming out day, and she is grateful for those who have made it easier for people to live as their genuine and natural selves. Note about Wheat Ridge Speaks: Members of the Public may visit the Wheat Ridge Speaks website and enter written comments of up to 1,000 words on any Council agenda item. The deadline for citizens to submit comments is 12:00 Noon Mountain Time on the day of a Council session so that Council members, other elected officials and City Staff have time to review the comments before the meeting on Monday evening. The City Clerk’s Office transcribes those Wheat Ridge Speaks comments into these minutes, placing each comment along with the record for that agenda item, including items that address a public hearing (verbatim, if the comments do not contain lascivious language or unlawful hate speech). The following comments appeared in Wheat Ridge Speaks for this session of Council: Kelly Blynn Oct 16, 2023 at 7:06am Address: 4175 Brentwood St Wheat Ridge, 80033 Comment Thank you for taking up this critical issue, as a member of the ATAT leadership, I support a proactive program to identify sidewalks in need of upgrades and improving them. The ATATs have also continually urged council to consider sidewalk maintenance as it pertains to snow, ice, and gravel, particularly on our major corridors. These sidewalks can often become impassable because property owners are not keeping them clear of snow and other debris. You may remember last January when sidewalks on the southern side of streets like 44th that are shaded were covered in ice for almost a month, including the bus stops along the corridor. The city must implement a plan for these corridors in these events and treat sidewalks like the critical part of the transportation network that they are. Not everyone can drive -- kids can't, many seniors can't, and over 40% of Wheat Ridge households have zero or just one car. The city has to either enforce city law on property owners on these major corridors, or plan to spend funds to help them clear ice and snow in these instances. It's a major equity and safety issue when you don't. One resident walking with groceries in the street asked an ATAT member to address this issue when the sidewalks were covered in ice -- we won't stop being a squeaky wheel until it gets better. Thank you for considering. CONSENT AGENDA Nothing tonight PUBLIC HEARINGS AND ORDINANCES ON SECOND READING 1. Council Bill No. 25-2023 – An Ordinance amending Sections 2-53 and 2-55 of the Wheat Ridge Code of Laws concerning membership of Boards and Commissions. CM Hutchinson introduced Council Bill 25-2023. Issue The City of Wheat Ridge has seen an exceptional increase in the desire to join City Boards and Commissions. Recognizing this, Council studied how to provide greater opportunities for interested residents and make general improvements to the City’s Boards and Commissions. The Mayor Pro Tem opened the public hearing, which is quasi-judicial. Staff Presentation Management Analyst, Cole Haselip, reported on the prior actions, financial impacts, and background where Staff has prepared a proposed ordinance for the City Council to consider for approval. Council Bill No. 25-2023 was drafted as a result of the consensus that Council achieved at the August 7, 2023, meeting. It makes the following changes to the Boards and Commissions Code: 1. Term Limits 2. Election Commission Term Limits 3. Consecutive Term Limits 4. Mid-Term Appointments 5. Removing Board Members 6. Unexcused Absences 7. Automatic Removal 8. At-Large Board Members 9. Approximately Equal Representation 10. Alternate BOA Members Mr. Haselip noted that the council bill will take effect on March 1, 2024. This implementation date will allow the City to develop standard operating procedures and train staff liaisons before actualizing these amendments. Furthermore, the March effective date aligns with the beginning of most board and commission terms which will facilitate a seamless transition. Afterwards he stood by to answer any questions. Public Comment There were none tonight Council Questions and comments: The Mayor Pro Tem closed the public hearing. Motion by CM Hutchinson to approve Council Bill 25-2023 – an ordinance amending Sections 2-53 and 2-55 of the Wheat Ridge Code of Laws concerning membership of Boards and Commissions on second reading, and that it takes effect on March 1, 2024, seconded by CM Hoppe, motion carried 7-0. During discussion of the motion, CM Hultin thanked staff for their hard work on this ordinance and the effort it has taken to clean up the loose ends, discrepancies, and hard to enforce provisions. She also wanted reassurance that vacancies are expeditiously filled beginning with a notice immediately to the relevant CM. CM Hoppe thanked the staff too, and opined that these changes will make it much easier for CM to fill position, especially in March. 2. Council Bill No. 26-2023 – An Ordinance amending Sections 11-504, 11-506, and 2-80 of the Wheat Ridge Code of Laws concerning Short Term Rental Licensing Enforcement. CM Hoppe introduced Council Bill 26-2023 The Mayor opened the public hearing, noting that this matter is quasi-judicial. Issue City Council enacted legislation concerning the licensing and enforcement of short-term rentals (STRs) in February 2021. Since that time, staff has been working to implement the legislation by licensing STRs, collecting the applicable lodgers’ tax and enforcing the provisions of the original ordinance. It has become apparent that there are some weaknesses in the existing code that make enforcement action against illegal STRs challenging. Staff recommends a code amendment so that Council’s original intent, to ensure that only legally licensed STRs exist in Wheat Ridge, can be realized. The MPT opened the public hearing, which is not quasi-judicial. Staff Presentation Mr. Goff introduced Ms. Scheck, who briefly reported on the prior actions when Council approved Ordinance 1709 on February 22, 2021, enacting licensing requirements for STRs in Wheat Ridge. The licensing provisions of the ordinance became effective on May 1, 2021, and STR hosts were required to begin collecting and remitting lodgers’ tax on August 1, 2021. Ms. Berry noted that the STR program is working as Council intended in most areas, for the City has licensed a total of 242 STRs. However, a recent increase in unlicensed STRs is exposing a weakness in the code because the language is not sufficiently clear to summons an unlicensed property owner or tenant into municipal court. No license exists and therefore no administrative remedy is available, therefore it is important to further codify potential criminal penalties for unlicensed operators. After working through some recent examples, staff recommends an update to the code to accomplish the following: 1. Broaden accountability beyond legal owner or “host” to include any individual who has ownership, possession, or control of the premises. 2. Provide additional clarity that that it is unlawful to operate or advertise an STR without a license. Afterwards staff and Mr. Dahl stood by to answer any questions. Public Comment Chris Menard, 3838 Dover St. came to comment on an STR near his home and express his gratitude for this ordinance because it may alleviate some frustrations of our residents. Too many STR owner/operators have exploited loopholes in the current ordinance regulating STR, and he is glad to see this change to the ordinance proposed tonight. Candice Tomlinson, 8600 W. 41st. She is delighted that the City has monitored the situation and come forward with changes to the STR laws. She also asked that the City consider the number of STR approved in one neighborhood. Chris Menard’s home is surrounded by 3 STR, one of which has created major concerns and inconveniences. Perhaps the City can address this issue at a later meeting. Council Questions and comments CM asked detailed questions about how this action will impact businesses and residents, which staff answered. CM Weaver asked two questions. The first was whether the City could enforce the law if someone operates an unlicensed STR. Mr. Dahl replied in detail. The second concerned whether a resident can obtain an STR license and never use it. In that same vein, when someone sells their home is an STR license attached to the home. Ms. Scheck and Mr. Dahl gave detailed answers. CM Hutchinson opined that this has been an issue for at least the past 4 years. She commented that when a property changes hands, the new owner has no rights to the license issued to the previous owner/tenant. She asked that the compliance officer monitor STR and that residents observe and report potential violations. CM Ohm asked what is the definition of premises? Can one have a detached STR? Can one use a structure not part of the primary residence as an STR? Mr. Dahl gave a detailed answer. Then he asked for a definition of a “Partial license.” Ms. Scheck and Mr. Dahl gave a detailed answer. CM Dozeman asked what happens when the City identifies an unlicensed STR. Mr. Dahl explained that one can be brought before the Municipal Judge and fined. He opined that this applies also to situations in which a resident with an STR license do not obey the provisions of the STR ordinance. The CM Dozeman asked if staff has discussed the matter of increasing the cap on the number of STR in any one district. Mr. Goff gave a specific answer, and recommended that Council address that issue in the next review of the STR ordinances if it so desires. Ms. Scheck gave further details on the current numbers on waiting lists for an STR. CM Hutchinson stated she is unalterably opposed to increasing the quota of STR in her district. Her first priority is the peace and happiness and adding STR to D1 is unacceptable. Mr. Ohm asked how many STR are owned by a corporation or another entity than a private resident. Staff agreed to follow-up on that question. The MPT closed the public hearing. Motion by CM Hoppe to approve Council Bill 26-2023 – an ordinance amending Sections 11-504, 11-506, and 2-80 of the Wheat Ridge Code of Laws concerning Short Term Rental Licensing Enforcement., on second reading, and that it takes effect upon adoption and signature by the Mayor and City Clerk, as permitted by Section 5.11 of the Charter, seconded by CM Hutchinson, motion carried 7-0. CM Hoppe commented on the lengthy process that preceded the passage of the original ordinance in 2021. She recalled that a corporation may own a property and use it as an STR. She opined that she also opposes more STR licenses in D 1. CM Hultin thanked the residents who came this evening to comment on this proposed ordinance change. She thanked staff for their ongoing monitoring and providing Council with important intelligence they collected, and that are reflected in this ordinance revision. She believes that STR have important positive impacts on the community. CM Ohm also thanked the residents from D II who came to comment on STR this evening. He looks forward to the enforcement of this ordinance and its impact on the quality of life. CM Weaver supports the proposed changes. She expects that future revisions will be necessary. 3. Resolution No. 48-2023 – A Resolution adopting the City Budget and appropriating sums of money to the various funds and spending agencies for the City of Wheat Ridge, Colorado for the 2024 budget year. CM Hultin introduced Resolution 48-2023. Issue Sections 10.7 and 10.9 of the Wheat Ridge City Charter require that a public hearing on the proposed budget be conducted before its final adoption and that the budget be adopted by resolution on or before the final day (December 15, 2023) established by state statute for the certification of the next year’s tax levy to the county. The proposed 2024 budget includes the following: • A General Fund budget in the amount of $48,634,419 • An unrestricted fund balance of $8,267,851 or 17% of expenditures plus 3% emergency reserves ($1,459,033) • A General Fund transfer of $3,825,000 to the Capital Improvement Program (CIP) ($825,000 from ARPA funds) • A General Fund transfer of $100,000 to the Equipment Replacement Fund • Proposed CIP Fund in the amount of $16,582,667. • Proposed Renewal Wheat Ridge Bonds Project Fund in the amount of $10,587,210 • Proposed 2E Fund in the total amount of $3,500,300 • Special Revenue Funds in the amount of $10,756,198 • Proposed budget (all funds) in the amount of $90,060,794 MPT Stites opened the public hearing, which is not quasi-judicial. Staff Presentation Deputy City Manager, Allison Scheck, described in detail to council the prior actions taken noting that City Council was presented the 2024 proposed budget on September 18, 2023 when it provided staff with consensus to bring the proposed budget forward to public hearing and adoption with no changes.. Ms. Scheck added that the City will continue to focus on engaging with residents in 2024 to ensure that our local government is responsive to current needs and forward thinking in planning for future priorities. The Let’s Talk Neighborhood Engagement program will transition into the next phase of community engagement – Let’s Talk Wheat Ridge. This next phase will include updates to the Comprehensive Plan, Parks and Recreation Master Plan, Economic Development Strategy, Stormwater Master Plan, Sustainability Action Plan and Residential Waste Management Strategy. She spoke on addition topics to include the overall summary of the proposed budget as well as funds to include: • General funds • Capital Improvement Program (CIP) Fund • Renewal Wheat Ridge Bond Projects Fund • Special Revenue Fund Expanding on these items, Ms. Scheck spoke on how the total General Fund revenue for 2023 is projected to decrease by 15% compared to 2022 year-end revenue. This large decrease is primarily due to a $4 million ARPA contribution from Congress in 2022 and higher than normal building use tax in 2022 from Clear Creek Crossing and other private property developments. When compared to the 2023 Adopted Budget, total General Fund revenue is projected to come in at about 1.0% less than expected. This decrease is primarily due to a slowdown in sales tax revenue. Deputy City Manager, Allison Scheck then stood by to answer questions. Public Comment No one came forward to speak. Council Questions and comments CM had few questions or comments, having previously studied this issue in depth many times in Study Sessions and Council Meetings. CM thanked the staff for their hard and ongoing work on the budget and monitoring the City’s financial condition. MPT Stites closed the public hearing. Motion by CM Hultin to approve Resolution No. 48-2023, a resolution adopting the City Budget and appropriating sums of money to the various funds and spending agencies for the City of Wheat Ridge, Colorado for the 2024 budget year, seconded by CM Ohm, motion carried 7-0. CM Hoppe thanked staff for all the effort put into the budget and into educating Council about the details. She also commented on her appreciation for the conservative approach taken with the budget. PUBLIC HEARINGS AND ORDINANCES ON FIRST READING 4. Council Bill 27-2023 – An Ordinance approving the rezoning of property located at 10800 W. 48th Avenue from Agricultural-One (A-1) to Residential-Two (R-2). CM Dozeman introduced Council Bill 27-2023 Issue Wei Lian Fu is requesting approval of a zone change from Agricultural-One (A-1) to Residential-Two (R-2) for the property at 10800 W. 48th Avenue. The applicant is the current owner of the property. The zone change will result in a zoning that encourages investment in the site and will enable the land use to become more conforming with the zoning. Staff Presentation There was none as this is a bill on first reading. Public Comment No one came forward as this item sets the date and time for the public hearing on this ordinance at the indicated date and time. Motion by CM Dozeman to approve Council Bill 27-2023 – an ordinance approving the rezoning of property located at 10800 W. 48th Avenue from Agricultural-One (A-1) to Residential-Two (R-2), on first reading, order it published, public hearing set for Monday, November 13, 2023 at 6:30 p.m. as a virtual meeting and in City Council Chambers, and that it takes effect 15 days after final publication, seconded by CM Hoppe, motion carried 7-0. DECISIONS, RESOLUTIONS AND MOTIONS 5. Motion to approve appointments to the Wheat Ridge District II Planning Commission and Cultural Commission. CM Ohm introduced the Motion. Issue On September 7, 2023, Julianne Stern from District II resigned from the Planning Commission effective immediately, to accept a position on Renewal Wheat Ridge. On September 15, 2023, Stephanie Taylor resigned effective immediately from her District II Cultural Commission seat. The vacancies were posted for a term of two weeks on the City of Wheat Ridge web site and promoted through various channels from September 8 to October 2. Applications have been compiled for Council’s review so that the vacancies may be filled. If, after reasonable advertisement, no applications are received from residents within the relevant council district for a vacancy on any board or commission, the council may appoint any otherwise qualified resident. Staff Presentation There was none. Public Comment No one came forward to speak. Motion by CM Ohm to appoint Dan Levy to the Wheat Ridge District II Planning Commission, term to expire March 02, 2025, seconded by CM Hultin, motion carried 7-0. Motion by CM Ohm to appoint Jesse Johnson to the Wheat Ridge District II Cultural Commission, term to expire March 02, 2026, seconded by CM Hultin, motion carried 7-0. The two motions above were considered and approved together; one vote on both appointments. 6. Resolution No. 47-2023 – A Resolution amending the 2023 Fiscal Year General Fund budget to reflect the approval of a supplemental budget appropriation in the amount of $25,000 for the purpose of accepting the Colorado Gives Foundation Thriving Jeffco Responsive Grant. CM Weaver introduced Resolution 47-2023. Issue In August 2023, the Colorado Gives Foundation, as part of its Responsive Grantmaking Opportunity called Thriving Jeffco, awarded the Wheat Ridge Homeless Navigation Program $25,000 to be used for one-year unrestricted operational support. Staff Presentation Housing Navigator, Kory Kolar informed council that these grant funds have not been appropriated in the 2023 budget. This resolution will amend the budget to accept these grant funds and appropriate the funds in the General Fund for the following purposes: $25,000 over a one-year period to place individuals into permanent or transitional housing and provide tailored move-in kits. Mr. Kolar added that the Colorado Give Foundation’s Thriving Jeffco grant is a responsive grant opportunity designed for nonprofits and local governments to share ideas and projects they believe will help Jeffco communities thrive. He finished by say that the funding from this grant will support the City’s Homeless Navigation Program as it continues its operations and expands the number of clients that it is able to assist. The City’s Homeless Navigation Program uses operational funds for a variety of activities including but not limited to application fee and deposit assistance, Bridge Housing (motel vouchers), outreach supplies, and transportation for clients. The funding will also allow for more robust move-in kits for clients who achieve housing; move-in kits that are tailored to the clients’ needs and preferences. Housing Navigator, Kory Kolar then stood by to answer questions. Public Comment No one came forward to speak. Council Questions and comments CM had few questions or comments, having previously studied this issue in depth many times in Study Sessions and Council Meetings. Motion by CM Weaver to approve Resolution No. 47-2023, a resolution amending the 2023 Fiscal Year General Fund budget to reflect the approval of a supplemental budget appropriation in the amount of $25,000 for the purpose of accepting the Colorado Gives Foundation Thriving Jeffco Responsive Grant, seconded by CM Dozeman, motion carried 7-0. CITY MANAGER’S MATTERS Mr. Goff had nothing further. CITY ATTORNEY’S MATTERS Nothing tonight ELECTED OFFICIALS’ MATTERS CM Hultin reported that Happiness Gardens has reached the end of the growing season and remains a delightful walk through the plantings. She again recognized Kat Martell on the recognition she received tonight. She noticed that a new playground is under construction in Anderson Park and was delighted to see it. Tomorrow at Colorado Plus there will be a discussion of proposition 2J. CM Dozeman announced Local Works’ Shop Wadsworth program. Residents who participate may win a prize up to $5000, or prizes like 5 one-year memberships to 3rd. Shot Pickleball if they patronize the businesses along Wadsworth from 38th to 44th Ave during the Wadsworth Improvement Project construction. CM Ohm also noted the new playground at Anderson Park and asked to be a part of the ribbon cutting. He congratulated staff for the DRCOG award the City received recently. MPT Stites recognized Kat Martell once again for all of her hard work. CM Weaver and the MPT will hold a D III meeting at Louise Turner park this Saturday 9-11 am to discuss 2J and any other issues of interest to D III residents. Now is the time to support the businesses suffering downturns due to the Wadsworth construction. He also noted that the WR business awards will be presented at a breakfast later this week. ADJOURNMENT The meeting adjourned at 8:24 pm. APPROVED BY CITY COUNCIL ON October 23, 2023 _________________________________ Steve Kirkpatrick, City Clerk _________________________________ Korey Stites, Mayor Pro Tem The preceding Minutes were prepared according to §47 of Robert’s Rules of Order, i.e., they contain a record of what was done at the meeting, not what was said by the members. STUDY SESSION NOTES CITY OF WHEAT RIDGE, COLORADO Hybrid - Virtual Meeting October 16, 2023 Mayor Starker called the Study Session to order at 6:30 p.m. This meeting was conducted both as a virtual meeting and hybrid, where some members of the Council or City staff were physically present at the Municipal building, and some members of the public attended in person as well. A quorum of members of Council were present in Council Chambers for this session. Mayor Starker welcomed the Council, other elected officials, staff, guests and interested citizens. The Mayor also explained the virtual/hybrid meeting format, how citizens will have the opportunity to be heard, and the procedures and policies to be followed. Council Members present: Scott Ohm, Judy Hutchinson, Korey Stites, Amanda Weaver, Leah Dozeman, Rachel Hultin, and Valerie Nosler Beck Also present: City Manager, Patrick Goff; Maria D’Andrea, Director of Public Works; Deputy City Clerk, Robin Eaton (virtual), other staff and interested residents. Public’s Right to Speak No one came forward tonight. Note about Wheat Ridge Speaks: Members of the public may visit the Wheat Ridge Speaks website and enter written comments of up to 1,000 words on any Council agenda item. The deadline for the public to submit comments is 12:00 Noon Mountain Time on the day of a Council session so that Council members, other elected officials and City Staff have time to review the comments before the meeting on Monday evening. The City Clerk’s Office transcribes those Wheat Ridge Speaks comments into these minutes, placing each comment along with the record for that agenda item. No comments appeared in Wheat Ridge Speaks for this session of Council. 1. Overview of Utility Districts within City Boundaries Issue Installation of drinking water and sanitation/sanitary facilities occurred as development occurred within areas of the city. Many areas were developed prior to incorporation of the city in August 1969. Similarly, storm water management and collection occurred sporadically, typically in response to issues. Pre-dating all of these was the establishment of a series of irrigation ditches and laterals for the purposes of delivering water for domestic purposes, irrigation of agricultural lands, mining and manufacturing, and drainage. This item is intended to be informational only. Therefore, there are no specific recommendations from staff and no specific direction requested of Council. Staff Reports Director of Public Works, Maria D’Andrea spoke on the background where special districts are those, like local governments, that provide services or infrastructure to promote the health, safety, prosperity, security, and general welfare of the inhabitants of the district. The Special District Act, in Title 32, C.R.S., comprises the legal framework for many different types of special districts and specifies the services that may be provided. Drinking water and sanitary sewer services are not provided by the City of Wheat Ridge but instead, are provided through various districts. The various water and sanitation districts own mains and valves which are, primarily, located within the city’s rights-of- way. These facilities are not in an exclusive easement and, therefore, are subject to the city’s permitting and management oversight of the public rights-of-way. Ms. D’Andrea described the different subject matters, and provided an overview of the city’s storm water system and irrigation ditches, which included but was not limited to: • Drinking Water/Water Districts (7); Also referred to as potable water, is the drinkable water that comes out of the faucets at a home or other building. • Sanitary (Sewage) Districts; Sanitary sewers are a system of underground pipes that carry sewage from bathrooms, sinks, kitchens, and other plumbing components to a wastewater treatment plant where it is filtered, treated, and discharged to a river, stream, or lake. • Storm Sewers/Storm Water Runoff; Storm sewers are a system of pipes and waterways designed to carry rainfall runoff and other drainage. • Irrigation Ditches; In Colorado, water rights are considered a private property right. Water rights can be sold or inherited with only shareholders being allowed to take water from the ditch. Other items included the following topics: • Mile High Flood District (MHFD) formerly known as the Urban Drainage and Flood Control District General Fund revenue. More information can be found at: Denver’s Mile High Flood District - Our History (mhfd.org) • Water rights • Prescriptive easements • Lead service line replacement CM had comments and questions: CM Ohm asked if Denver Water has ever notified our residents of the lead lines where Mr. Goff stated that he had in fact received notification or those. CM Ohm wanted to know more about bio-swells or detentions, in combination with the storm water sewer replacement. Ms. D’Andrea says that yes through updates and requirements we will be matching other metro jurisdictions in upgrading those along with retentions. CM Nosler Beck, after being welcomed back live by the mayor, wanted to know if messaging to the residents might be included, being it is so dedicated. Ms. D’Andrea responded in depth and detail to CM Nosler Beck. CM Nosler Beck also wanted to know if Denver Water might come to give us a report, maybe to speak about the lead pipes and possibly a water filter program. CM Hultin inquired about storm water waste management where Mr. Goff responded that there is an education series through the public works department to keep the run- offs clean. Other discussion items and comments included: • Clear Creek access from closed facilities • Better communication with water districts • Connectivity along many ditches • Flood plains and maintenance of waterways • Sewer line inspections Several CM and the Mayor thanked Ms. D’Andrea for the informative presentation. CM Nosler Beck fretfully made the announcement that she had to leave the meeting and wanted to recognize the Carmelite Sisters, who were recognized for all their help through-out the years that they have been here. Most recently they have been incredibly helpful to her, and her entire family. She stated that this will most likely be her last in person meeting and that she loves the entire staff and elected officials. Mayor Starker thanked CM Nosler-Beck, and expressed his gratitude to her and her wonderful service that she has given to the City of Wheat Ridge over the years. 2. Sidewalk Maintenance Program Issue Sidewalks are important for equity, access, mobility, protecting the environment, and promoting health. Safe and accessible sidewalks promote equity because they enable individuals with disabilities, seniors, and those without access to vehicles to get where they need to go, such as school, work, doctor’s appointments, libraries, social events, or shopping for everyday necessities. Well maintained sidewalks also encourage walking, which reduces the city’s carbon footprint. Additionally, walking improves health. Maintenance of the sidewalk network is critical to ensuring a safe network for all users. Staff has developed a Sidewalk Maintenance Program to assist in 1) evaluating sidewalk segments for potential repair and 2) prioritizing segments due to limited funds. Staff Report Director of Public Works, Maria D’Andrea spoke on the background where she stated that this is an area of need and that the Public Works Department is proposing to implement a sidewalk maintenance program to ensure that all sidewalks in the city are safe and accessible for all pedestrians, as allowed through allocated resources. Given the critical nature of sidewalks to the transportation network, it is beneficial to the city to establish a program that provides for: • Systematic inspection, • Repair of identified hazards, based on a set of priorities, and • Prompt responses to reports of hazards within the system. Execution of the program is subject to availability of funding and staffing, as budgets allow. Other concrete assets including curb and gutter, concrete crosspans, and alley driveway aprons, are also included in this maintenance program. In addition to the rating where evaluation criteria has been developed to assist in assigning a rating between 1 (Good) and 4 (Unsatisfactory) to each inspected concrete segment, repair locations will also be selected based on the following criteria: 1. Leveraging opportunities with other capital projects 2. Adjacent to an arterial or collector street 3. Within ¼ mile of a community or healthcare facility such as a school, park, library, hospital, or senior housing 4. Adjacent to a transit stop. 5. Constructability and cost Ms. D’Andrea described some of the problem areas, the repair types, whether temporary or permanent, and how when funding allows it, sections/segments with a 3 Rating may also be considered for repair. After the presentation, Ms. D’Andrea stood by to answer questions. CM had comments and questions: CM Hultin, addressed a number of issues, priorities, and financial projections including the significant gaps that might be fixed if 2J passes. CM Ohm wanted clarification of what would fall under certain criteria, say if it were a chunk of concrete missing and if the city had a clearing house to report issues. Ms. D’Andrea affirmed that missing or broken concrete would be cause for removal and replacement. She stated that better information and guidance would be added to the city website for reporting hazards for sidewalk and street maintenance. Other discussion items and comments included: • Mitigation by an arborists for tree roots and stumps causing problems. • Color additives and how they weaken the strength of concrete. • Trip hazard mitigation and timeframes (five days would be the goal) • Standards of concrete and damage repair Mayor Starker thanked Ms. D’Andrea for the great presentation. 3. Staff Report(s) Mr. Goff spoke briefly on the recently reported flat sales tax revenue projection through August and how the September financials projection were showing an uptick to almost 5% higher than last September, with year to date being higher by almost .5%. 4. Elected Officials’ Report(s) CM Hultin reported on updates at the Happiness garden and their new crusher fines walkways and fencing. Ms. Hultin reported that she and CM Ohm were going to be hosting a District II meeting at the PNSB building, located at 7575 w. 45th Avenue. MPT Stites walked with other councilors and the Mayor on Wadsworth Blvd in respect for the new CIF lanes. He thanks Director D’Andrea for putting that trip together, along with the instruction on the types of pipes were located in the area. MPT Stites spoke on how Mayor hosted the business appreciation breakfast, where he had most of the dialogue for it, and congratulated Stylus and Crate for business of the year. Mayor Starker recognized and thanked the entrepreneurs who have come into the city to invest their lives and businesses and to those who helped and attended the new Huckleberry Roaster ribbon cutting on Friday, located at 38th and Harlan. ADJOURNMENT to Special City Council Meeting The Study Session adjourned at 8:09 pm. APPROVED BY CITY COUNCIL ON November 13, 2023. _________________________________ Robin Eaton, Deputy City Clerk _________________________________ Korey Stites, Mayor Pro Tem SPECIAL COUNCIL MEETING MINUTES CITY OF WHEAT RIDGE, COLORADO City Council Chambers 7500 W. 29th Avenue October 16, 2023 Upon adjournment of the Regular Study Session tonight, Mayor Starker called this Special City Council Meeting to order at 8:10p.m. Note: This meeting was conducted both as a virtual meeting and hybrid, where some members of the Council or City staff were physically present at the Municipal building, and some members of the public attended in person as well. Six members of Council were present in Council Chambers for this session. Before calling the meeting to order, Mayor Starker stated the rules and procedures necessitated by this meeting format. After calling the meeting to order, Mayor Starker stated the rules and procedures necessitated by this meeting format.. Council Members present: Scott Ohm, Judy Hutchinson, Korey Stites, Amanda Weaver, Leah Dozeman, Rachel Hultin Also present: City Manager, Patrick Goff; Maria D’Andrea, Director of Public Works; Deputy City Clerk, Robin Eaton (virtual), other staff and interested residents. Public Comment on Agenda Items – No one came forward to speak. Note about Wheat Ridge Speaks: Members of the public may visit the Wheat Ridge Speaks website and enter written comments of up to 1,000 words on any Council agenda item. The deadline for the public to submit comments is 12:00 Noon Mountain Time on the day of a Council session so that Council members, other elected officials and City Staff have time to review the comments before the meeting on Monday evening. The City Clerk’s Office transcribes those Wheat Ridge Speaks comments into these minutes, placing each comment along with the record for that agenda item, including items that include a public hearing (verbatim, if the comments do not contain lascivious language or unlawful hate speech). There were no citizen comments entered into Wheat Ridge Speaks related to this session. DECISIONS, RESOLUTIONS AND MOTIONS 1. Motion to cancel the October 23, 2023 regular business meeting due to the lack of agenda items. Mayor Starker opened the special city council meeting. Staff Presentation There was none tonight. Public Comment There were none tonight. Motion by MPT Stites to cancel the October 23, 2023 regular business meeting due to the lack of agenda items, seconded by CM Hultin, motion passed 6-0. Mayor Starker closed the meeting. Staff Report(s) Nothing further at this time. Elected Officials’ Report(s) Nothing further. ADJOURNMENT The Special City Council Meeting adjourned at 8:14pm. APPROVED BY CITY COUNCIL ON November 13, 2023. _________________________________ Robin Eaton, Deputy City Clerk _________________________________ Korey Stites, Mayor Pro Tem PROCLAMATION SMALL BUSINESS SATURDAY NOVEMBER 25, 2023 WHEREAS, Small Business Saturday is a day dedicated to supporting small businesses and communities across the country. Founded by American Express in 2010, this day is celebrated each year on the Saturday after Thanksgiving; and WHEREAS, since it started in 2010, consumers have reported spending an estimated $17.9 billion across all 13 Small Business Saturdays combined; and WHEREAS, 72% of shoppers said Small Business Saturday makes them want to shop and dine at small, independently-owned retailers and restaurants all year long; and WHEREAS, 66% of consumers reported the main reason they support small businesses is because of their contribution to the community; and WHEREAS, $0.68 of every dollar spent at a small business in the U.S. stays in the local community and every dollar spent at small businesses creates an additional $0.48 in local business activity as a result of employees and local businesses purchasing local good and services; and WHEREAS, the City of Wheat Ridge, Colorado supports our local small businesses that create jobs, boost our local economy and preserve our communities. NOW THEREFORE, I, Bud Starker, Mayor of the City of Wheat Ridge, Colorado do hereby proclaim, November 25, 2023, as: SMALL BUSINESS SATURDAY Encouraging residents of our community, and communities across the country, to support small businesses and merchants on Small Business Saturday and throughout the year. IN WITNESS THEREOF on this 13th day of November 2023. __________________________ Bud Starker, Mayor ________________________ Steve Kirkpatrick, City Clerk PROCLAMATION NATIONAL NATIVE AMERICAN HERITAGE MONTH November 2023 WHEREAS, during National Native American Heritage Month we celebrate the rich tapestry of indigenous peoples and honor their sacrifices, which we recognize as inextricably woven into the history of this country; and WHEREAS, Native Americans have moving stories of tragedy, triumph, and perseverance that need to be shared with future generations; and WHEREAS, Native Americans have enriched our heritage and continue to add to all aspects of our society through their generosity of culture and the continued practice of teaching economic, environmental, and cultural sustainability; and WHEREAS, our country is blessed by the character and strength exemplified by the Native Americans who have answered the call of service in our armed forces in greater numbers per capita than any other group in the United States. WHEREAS, the Land Acknowledgement Committee in the City of Wheat Ridge is working to acknowledge and honor Indigenous people who lived and worked on the land we call home; and WHEREAS, the City of Wheat Ridge is committed to developing and maintaining relationships with tribal communities; and WHEREAS, during the month of November we honor our native peoples in this, their ancestral homes, and recognize their continued contributions in strengthening the diversity of our society. NOW THEREFORE, BE IT RESOLVED, I, Mayor Bud Starker, and the Wheat Ridge City Council do hereby proclaim November 2023 as Native American Heritage Month in the City of Wheat Ridge and encourage all residents to join in this observance. IN WITNESS THEREOF, on this 13th day of November 2023. _______________________ Bud Starker, Mayor _______________________ Steve Kirkpatrick, City Clerk PROCLAMATION NATIONAL VETERANS AND MILITARY FAMILIES MONTH NOVEMBER 2023 WHEREAS, during National Veterans and Military Families Month, we salute the brave and dedicated patriots who have worn the uniform of the United States, and we celebrate the extraordinary military families whose selfless service and sacrifice make our military the finest in the world; and WHEREAS, our Nation’s veterans represent the best of America. Generation after generation, men and women have answered the call to defend our country and our freedom, facing danger and uncertainty with uncommon courage; and WHEREAS, our heroes have always relied on their families for strength and support. Serving alongside our men and women in uniform are spouses, siblings, parents, and children who personify the ideals of patriotism, pride, resilience, service above self, and honor; and WHEREAS, as we approach this season of thanksgiving, we send our gratitude to millions of service members, veterans, military families, caregivers, and survivors who have served and continue to serve our nation; and WHEREAS, it is not only the person who wears the uniform serving our country but also their families who make enormous sacrifices for our nation; and WHEREAS, we honor them and their invaluable contributions; we share their pride in our armed forces; and we will never forget what they and their loved ones do for us. NOW, THEREFORE, I, Bud Starker, Mayor of the City of Wheat Ridge, do hereby proclaim November 2023 as NATIONAL VETERANS AND MILITARY FAMILIES MONTH Throughout November, a grateful nation and the City of Wheat Ridge can show appreciation to the spouses, partners, children, caregivers, and survivors of our service members and veterans for their selfless sacrifice on behalf of our nation. ___________________________ Bud Starker, Mayor ___________________________ Steve Kirkpatrick, City Clerk ITEM NO: 1a DATE: November 13, 2023 REQUEST FOR CITY COUNCIL ACTION TITLE: MOTION TO APPROVE THE PURCHASE AND PAYMENT OF TYLER TECHNOLOGIES E-CITATIONS/SUMMONS ZEBRA PRINTERS HARDWARE AND BRAZOS SOFTWARE FOR AN INITIAL TOTAL NOT TO EXCEED $142,340 PUBLIC HEARING ORDINANCES FOR 1ST READING BIDS/MOTIONS ORDINANCES FOR 2ND READING RESOLUTIONS QUASI-JUDICIAL: YES NO _____________________________ Deputy City Manager City Manager ISSUE: Staff recommends the purchase of 26 Zebra Printers with batteries and chargers and accompanying Brazos E-Citation/Summons software for the City of Wheat Ridge Police Department. Staff has secured negotiated contract terms and pricing under the Sourcewell Master Agreement with Tyler Technologies. PRIOR ACTION: None. FINANCIAL IMPACT: The funds for this purchase are budgeted in the Information Technology’s Budget account number 01-117-800-809, Other Major Equipment. The total cost will not exceed $142,340 for the hardware, initial software and setup costs. Subsequent years’ software costs are $55,628 per year to include software maintenance and subscription fees and will be budgeted in the Information Technology budget. Council Action Form – E-Citation Equipment and Software November 13, 2023 Page 2 BACKGROUND: The City of Wheat Ridge Police Department is currently utilizing a manual process for issuing citations/summons. This purchase would allow officers to enter the information into a secure application on their mobile phones and immediately print a legible ticket. Each patrol vehicle will be equipped with a printer which integrates with the mobile application. This will save officers countless hours in report writing in addition to saving paper. RECOMMENDATIONS: The hardware and software are included in a Sourcewell Master Agreement which allows the City to take advantage of negotiated terms and pricing while maintaining compliance with procurement requirements. Staff recommends the purchase of the Zebra Printers and the Brazos software this year. RECOMMENDED MOTION: “I move to approve the purchase and payment of Tyler Technologies E-Citation/summons Zebra Printers hardware and Brazos software for an initial total not to exceed $142,340.” Or, “I move to not approve the purchase and payment of Tyler Technologies E-Citation/summons Zebra Printers for the following reason(s) _______________________________________.” REPORT PREPARED/REVIEWED BY: Whitney Mugford-Smith, Procurement Manager Allison Scheck, Deputy City Manager Patrick Goff, City Manager ATTACHMENTS: 1. Tyler Technologies License and Services Agreement 1 LICENSE AND SERVICES AGREEMENT This License and Services Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to license the software products and perform the services set forth in the Investment Summary and Tyler desires to perform such actions under the terms of this Agreement; WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) (“Sourcewell”) under member number 31002. WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #090320 by submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 090320-TTI (hereinafter, the “Sourcewell Contract”); WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler’s contract with and pricing information for Sourcewell is available at https://sourcewell-mn.gov/cooperative- purchasing/; and WHEREAS, Client desires to purchase off the Sourcewell Contract to procure Brazos software functionality from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and under the terms and conditions set forth below; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A – DEFINITIONS “Agreement” means this License and Services Agreement. “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. “Client” means the City of Wheat Ridge, Colorado. “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation. “Developer” means a third party who owns the intellectual property rights to Third Party Software. “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. ATTACHMENT 1 2 “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement. “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. “Hosting Services” means the hosting services we will provide for the Tyler Software as set forth in the Investment Summary, for the fees set forth therein. “Investment Summary” means the agreed upon cost proposal for the software, products, and services attached as Exhibit A. “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B. “Maintenance and Support Agreement” means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit C. “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Schedule 1 to Exhibit C. “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 2 to Exhibit C. “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable. “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary. “Third Party Products” means the Third Party Software, Third Party Hardware, and Third Party Services. “Third Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary. “Third Party Services” means the services provided by third parties, if any, identified in the Investment Summary. “Third Party Software” means the third party software, if any, identified in the Investment Summary. “Tyler” means Tyler Technologies, Inc., a Delaware corporation. “Tyler Software” means our proprietary software and related interfaces identified in the Investment Summary and licensed to you through this Agreement. “we”, “us”, “our” and similar terms mean Tyler. “you” and similar terms mean Client. SECTION B – SOFTWARE LICENSE 1.License Grant and Restrictions. 3 1.1 We grant to you a license to use the Tyler Software, for the number of licenses identified in the Investment Summary, for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. You may add additional licenses at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional licenses at our then-current list price, also by executing a mutually agreed addendum. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance associated with such transfer. 1.6 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold. 2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 3. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement. SECTION C – PROFESSIONAL SERVICES 1. Services. We will provide you the services, if any, itemized in the Investment Summary and described in our industry standard implementation plan. We will finalize that documentation with you upon execution of this Agreement. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 4 3. Additional Services. The Investment Summary contains the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. 4. Cancellation. We make all reasonable efforts to schedule our personnel for travel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide our services, subject to any reasonable security protocols or other written policies provided to us. 7. Client Assistance. You acknowledge that the provision of services for the Tyler Software is a cooperative process that may require the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required. This cooperation includes at least working with us to schedule the services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). 8. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. SECTION D – MAINTENANCE AND SUPPORT 1. This Agreement includes the period of free maintenance and support services identified in the Invoicing and Payment Policy. If you have purchased ongoing maintenance and support services and continue to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement. 2. If you have opted not to purchase ongoing maintenance and support services for the Tyler Software or fail to make timely payment under this Agreement, the Maintenance and Support Agreement does not apply to you. Instead, you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will: 5 (i) receive the lowest priority under our Support Call Process; (ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches; (iii) be charged our then-current rates for support services, or such other rates that we may consider necessary to account for your lack of ongoing training on the Tyler Software; (iv) be charged for a minimum of two (2) hours of support services for every support call; and (v) not be granted access to the support website for the Tyler Software or the Tyler Community Forum. SECTION E – THIRD PARTY PRODUCTS To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and conditions will apply: 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive a non-transferable license to use the Third Party Software and related documentation for your internal business purposes only. Your license rights to the Third Party Software will be governed by the Third Party Terms. 2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in the Investment Summary. 2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software, you will be required to pay such additional future fee. 2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 6 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. 5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer. SECTION F – HOSTING SERVICES 1. We will engage a third party service provider in order to host the Tyler Software set forth in the Investment Summary for the fees set forth therein. You agree to pay those fees according to the Invoicing and Payment Policy. The fees contained in the Investment Summary are subject to annual increases. In exchange for those fees, we agree to provide the Hosting Services according to the terms and conditions set forth in this Section F, and the other applicable terms of this Agreement. If you fail to pay those fees, after advance written notice to you, we reserve the right to suspend delivery of our applicable Hosting Services. 2. Hosting Services are provided on an annual basis. The initial term commences on the Effective Date, and remains in effect for one (1) year. The term will renew automatically for additional one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. 3. You acknowledge and agree that, in our sole discretion, we may migrate the Hosting Services to a replacement system (including our own) and will undertake reasonable efforts to complete such transfer during maintenance windows as set forth in the SLA. We will undertake reasonable efforts to provide you with advance written notice of any such transfer. You agree to provide all reasonable assistance and access in connection with any such transfer. In the event the Tyler Software is transferred to our data center and we provide hosting services directly to you, the terms of the SLA will also apply. 4. Where applicable, we will perform or cause to have performed upgrades of the applications, hardware, and operating systems that support your Hosting Services. These upgrades are performed in commercially reasonable timeframes and in coordination with third-party releases and certifications. We will make available information on industry-standard minimum requirements and supported browsers for accessing the Hosting Services. SECTION G - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you for all the fees set forth in the Investment Summary per our Invoicing and Payment Policy, subject to Section G(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your 7 receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION H – TERMINATION 1. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section G(2). 1.1 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section J(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section J(3). 1.2 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of this Agreement for a period of forty-five (45) days or more. 1.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to purchase, lease, operate, or maintain the software or services set forth in this Agreement, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid license and other fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. SECTION I – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section I(1) will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, 8 and we provided notice of that requirement to you; (b) combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; (c) replace it with a functional equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight-line basis measured over seven (7) years from the Effective Date. We will pursue those options in the order listed herein. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR 9 FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) PRIOR TO FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE TOTAL ONE-TIME FEES SET FORTH IN THE INVESTMENT SUMMARY; OR (B) AFTER FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE THEN- CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS I(1) AND I(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. SECTION J – GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date, and thereafter at our then-current list price, by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings 10 and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; 12 (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 22. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy Exhibit C Maintenance and Support Agreement Schedule 1: Service Level Agreement Schedule 2: Support Call Process [REMAINDER INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 13 IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below. TYLER TECHNOLOGIES, INC. CITY OF WHEAT RIDGE, COLORADO By: By: Name: Name: Title: Title: Date: Date: Address for Notices: Address for Notices: Tyler Technologies, Inc. City of Wheat Ridge, Colorado One Tyler Drive 7500 W. 29th Ave. Yarmouth, ME 04096 Wheat Ridge, CO 80215 Attention: Chief Legal Officer Attention: ______________________________ Sherry Clark Group General Counsel October 19, 2023 Sherry Clark Exhibit A Exhibit A Investment Summary The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK INVESTMENT SUMMARY $ 98,481 $ 21,500 $ 19,589 $ 0 $ 2,770 $ 142,340 $ 6,895 Tyler Software Services Third-Party Products Other Cost Travel - Not to Exceed Total One-Time Cost Annual Recurring Fees/SaaS Tyler Software Maintenance $ 20,683 2021-274041-R2H8R3 Exhibit A Quoted By: Kimberly Germer Quote Expiration: 10/31/23 Quote Name: NOTE: Wheat Ridge, CO- Sourcewell Memebr ID# 31002 Special Pricing Exp. 10-31-23 (Savings of $ 29,450-Sft, $Srv, $20,000 Hrd, $ 8,246 Annual Maintenance /Hosting $21,250 -Annual Recurring Lics) Sales Quotation For: Shipping Address: City of Wheat Ridge Police Department City of Wheat Ridge Police Department 7500 W. 29th Ave. 7500 W. 29th Ave. Wheat Ridge, CO 80215 Phone: +1 (303) 237-2220 Tyler Software Description License Discount License Total Year One Maintenance Brazos License REF License - PDA [85] $ 57,375 $ 0 $ 57,375 $ 12,049 Interface: PDF - Citation PDF Only Export (County/State Citations) $ 1,500 $ 0 $ 1,500 $ 315 Interface: Municipal Court $ 3,250 $ 0 $ 3,250 $ 683 Task: eCitations/Summons Task (County/State & Cite and Release) $ 6,500 $ 0 $ 6,500 $ 1,365 Interface: RMS NICHE Forms/TASKS - eCits, CTW, F.I. C&R, TOW, eCRASH $ 12,000 $ 0 $ 12,000 $ 2,520 Total $ 80,625 $ 0 $ 80,625 $ 16,932 Task Task: Driver Exchange Module $ 3,250 $ 0 $ 3,250 $ 683 Task: Tow/Impound Report (standard) $ 3,250 $ 0 $ 3,250 $ 683 Task: Probable Cause Form 2021-274041-R2H8R3 $ 3,250 $ 0 $ 3,250 $ 683 Page 1 Exhibit A Task: Field Interview $ 2,578 $ 0 $ 2,578 $ 541 Task: eCitations/Summons Task $ 3,250 $ 0 $ 3,250 $ 683 Task: Criminal Trespass Warning $ 2,278 $ 0 $ 2,278 $ 478 Total $ 17,856 $ 0 $ 17,856 $ 3,751 Annual / SaaS TOTAL $ 98,481 $ 0 $ 98,481 $ 20,683 Description Quantity Fee Discount Annual Brazos Hosting Fee Brazos Hosting Fee 1 $ 6,895 $ 0 $ 6,895 TOTAL $ 6,895 Services Description Quantity Unit Price Discount Total Maintenance Brazos Training 1 $ 2,000 $ 0 $ 2,000 $ 0 Task: Language Translation 1 $ 500 $ 0 $ 500 $ 0 Set Up & Config 1 $ 10,000 $ 0 $ 10,000 $ 0 Real Time Query - Message Switch - Setup & Configuration 1 $ 2,000 $ 0 $ 2,000 $ 0 Brazos Project Management 1 $ 3,000 $ 0 $ 3,000 $ 0 Standard CrashTraining Package 1 $ 1,500 $ 0 $ 1,500 $ 0 MOD: Crash Report - set up and config 1 $ 2,500 $ 0 $ 2,500 $ 0 TOTAL $ 21,500 $ 0 2021-274041-R2H8R3 Page 2 Exhibit A Third-Party Hardware, Software and Services Description Quantity Unit Price Total Unit Maintenance Year One Maintenance Tyler Hardware 26 $ 585 $ 15,210 $ 0 $ 0 3 18 $ 475 $ 97 $ 1,425 $ 1,746 $ 0 $ 0 8 $ 151 $ 1,208 $ 0 $ 0 TOTAL $ 19,589 $ 0 Recurring Fees $ 20,683 $ 6,895 $ 0 $ 0 $ 27,578 ZQ52-BUE0000-00 / Zebra, Printer, ZQ521 SAC-MPP-6BCHUS1-01 / Zebra, ZQ500, Battery Charger, 6 slot BTRY-MPP-34MA1-01 / Zebra, Acc-Printer, ZQ520, Battery (replaces P1031365-059) LD-R4KN5B / Zebra, ZQ520/RW420, Paper, 36 rolls per case Summary Total Tyler Software Total Annual Total Tyler Services Total Third-Party Hardware, Software, Services Summary Total Travel Optional Tyler Software One Time Fees $ 98,481 $ 0 $ 21,500 $ 19,589 $ 139,570 $ 2,770 Description License Discount Year One License Total Maintenance Brazos License Task: Hotel Card/Apartment Card $ 3,250 $ 0 $ 3,250 $ 683 Total $ 3,250 $ 0 $ 3,250 $ 683 TOTAL $ 3,250 $ 0 $ 3,250 $ 683 Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held 2021-274041-R2H8R3 Page 3 Exhibit A For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval: Date: Print Name: P.O.#: Comments Agency is responsible for paying any applicable state taxes. Contract total does not include tax. RETURN POLICY: When Hardware is included, Tyler will accept return of delivered hardware only within thirty (30) days of the date of delivery to you, and only if the hardware is returned sealed in its original packaging. Tyler will not issue any refund or credit for returned hardware that is not sealed in its original packaging and/or returned more than thirty (30) days after the date of delivery to you. Assumptions: Client will use existing iPhones. Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms: •License Fees: License fees are invoiced in accordance with the below : •50% on the earlier of; (i) sixty (60) days from the Effective Date, or (ii) completion of the Project Kick Off. •50% on the earlier of; (i) first use of the Tyler Software in a live production environment, or (ii) twelve (12) months from the Effective Date. •Fees for hardware are invoiced upon delivery; •Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; •Annual Maintenance and Support fees, SaaS fees, Hosting fees; Tyler will invoice Client for the License Fees listed above upon delivery of the software. Maintenance, Hosting Fees, and SaaS Fees listed above will be invoiced upon one (1) year from the effective date and annually thereafter on the anniversary of that date. The first year's maintenance and hosting fees are waived. All payment terms are net thirty (30) days. Renewals will be invoiced annually thereafter in accord with the Agreement. •Fees for services included in this sales quotation shall be invoiced as indicated below." Implementation and other professional services fees shall be invoiced as delivered. Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will Exhibit A 2021-274041-R2H8R3 be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. •Expenses associated with onsite services are invoiced as incurred. Not to exceed $2,770 RETURN POLICY: Tyler will accept return of delivered hardware only within thirty (30) days of the date of delivery to you, and only if the hardware is returned sealed in its original packaging. Tyler will not issue any refund or credit for returned hardware that is not sealed in its original packaging and/or returned more than thirty (30) days after the date of delivery to you. Exhibit A 2021-292892-M9W3R9 INVESTMENT SUMMARY Tyler Software $ 0 Services $ 0 Third-Party Products $ 0 Other Cost $ 0 Travel Total One-Time Cost $ 0 Annual Recurring Fees/SaaS $ 28,050 Tyler Software Maintenance $ 0 Exhibit A 2021-292892-M9W3R9 Page 1 Quoted By: Quote Expiration: Quote Name: Kimberly Germer 10/31/23 Special pricing honored until 10-31-23 (Savings of $14,450 ) Sales Quotation For: Shipping Address: City of Wheat Ridge Police Department City of Wheat Ridge Police Department 7500 W. 29th Ave. 7500 W. 29th Ave. Wheat Ridge, CO 80215 Phone: +1 (303) 237-2220 Annual / SaaS Description Quantity Fee Discount Annual Brazos Subscription License Fees Crash Report Software (w/Drawing Tool) [85] 85 $ 180 $ 0 $ 15,300 Real Time Query - Message Switch - handheld PDA [85] 85 $ 150 $ 0 $ 12,750 TOTAL $ 28,050 Exhibit A 2021-292892-M9W3R9 Page 2 Summary Total Tyler Software One Time Fees $ 0 Recurring Fees $ 0 Total Annual $ 0 $ 28,050 Total Tyler Services $ 0 $ 0 Total Third-Party Hardware, Software, Services $ 0 $ 0 Summary Total $ 0 $ 28,050 Contract Total $ 28,050 Comments Agency is responsible for paying any applicable state taxes. Contract total does not include tax. RETURN POLICY: When Hardware is included, Tyler will accept return of delivered hardware only within thirty (30) days of the date of delivery to you, and only if the hardware is returned sealed in its original packaging. Tyler will not issue any refund or credit for returned hardware that is not sealed in its original packaging and/or returned more than thirty (30) days after the date of delivery to you. Assumptions: Client will use existing iPhones. Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms: •License Fees: License fees are invoiced in accordance with the below : •50% on the earlier of; (i) sixty (60) days from the Effective Date, or (ii) completion of the Project Kick Off. •50% on the earlier of; (i) first use of the Tyler Software in a live production environment, or (ii) twelve (12) months from the Effective Date. •Fees for hardware are invoiced upon delivery; •Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; •Annual Maintenance and Support fees, SaaS fees, Hosting fees; Tyler will invoice Client for the License Fees listed above upon delivery of the software. Maintenance, Hosting Fees, and SaaS Fees listed above will be invoiced upon one (1) year from the effective date and annually thereafter on the anniversary of that date. The first year's maintenance and hosting fees are waived. All payment terms are net thirty (30) days. Renewals will be invoiced annually thereafter in accord with the Agreement. Exhibit A 2021-292892-M9W3R9 Page 3 •Fees for services included in this sales quotation shall be invoiced as indicated below. Implementation and other professional services fees shall be invoiced as delivered. Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. •Expenses associated with onsite services are invoiced as incurred. Not to exceed $2,770 RETURN POLICY: Tyler will accept return of delivered hardware only within thirty (30) days of the date of delivery to you, and only if the hardware is returned sealed in its original packaging. Tyler will not issue any refund or credit for returned hardware that is not sealed in its original packaging and/or returned more than thirty (30) days after the date of delivery to you. Exhibit A Exhibit B 1 Exhibit B Invoicing and Payment Policy We will provide you with the software, products, and services set forth in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable license and services fees in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1.Tyler Software. 1.1 License Fees: License fees for the Tyler Software are invoiced as follows: 1.1.1 50% upon the earlier of the completion of the project kick-off as shall be defined in a mutually agreed upon project plan or sixty (60) days from the Effective Date. 1.1.2 50% upon the earlier of the first use of the Tyler Software in a live production environment or twelve (12) months from the Effective Date. 1.2 Maintenance and Support Fees: Maintenance and support fees are waived for one (1) year from the Effective Date. Year 2 maintenance and support fees, as set forth in the Investment Summary, are invoiced in advance on the anniversary of the Effective Date. Maintenance and support fees for years 3 through 5 will increase by 3% per year, and will be invoiced annually in advance on the anniversary of the Effective Date. Subsequent maintenance and support fees, at Tyler’s then-current rates, are invoiced annually in advance on the anniversary of the Effective Date. 1.3 Subscription License Fees – SaaS Software: Subscription license fees are waived for one (1) year from the Effective Date. Year 2 subscription license fees, as set forth in the Investment Summary, are invoiced in advance on the anniversary of the Effective Date. Subscription license fees for years 3 through 5 will increase by 3% per year, and will be invoiced annually in advance on the anniversary of the Effective Date. Subsequent subscription license fees, at Tyler’s then-current rates, are invoiced annually in advance on the anniversary of the Effective Date. 2.Professional Services. 2.1 Professional Services: Professional services are invoiced as delivered. 2.2 Requested Modifications to the Tyler Software: Requested modifications to Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the Exhibit B 2 specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. 3. Hosting Fees. Year 1 hosting fees for the Tyler Software as set forth on the Investment Summary are waived for one (1) year from the Effective Date. Subsequent hosting fees, at Tyler’s then- current rates, are invoiced annually in advance on the anniversary of the Effective Date. 4. Third Party Products. 4.1 Third Party Software License Fees: License fees for Third Party Software are invoiced when we make it available to you for downloading. 4.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. 4.3 Third Party Hardware: Third Party Hardware costs are invoiced upon delivery. 4.4 Third Party Services: Third Party Services fees are invoiced upon delivery. 4.5 Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, commencing with availability of the respective Third Party SaaS Services. Pricing for the first year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for subsequent years will be at the respective third party’s then-current rates. 5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Total travel expenses shall not exceed $2,770.00. Copies of receipts will be provided on an exception basis for an administrative fee. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. Payment. We prefer to receive payments electronically. Our electronic payment information is available by contacting AR@tylertech.com. Exhibit B Schedule 1 1 Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations & Tickets The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. Exhibit B Schedule 1 2 2. Ground Transportation A. Private Automobile Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. “No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. Exhibit B Schedule 1 3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Lunch and dinner Depart after 12:00 noon Return Day Dinner Return before 12:00 noon Breakfast Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: Breakfast 15% Lunch 25% Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. Exhibit B Schedule 1 4 5. Internet Access – Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. Exhibit C 1 Exhibit C Maintenance and Support Agreement We will provide you with the following maintenance and support services for the Tyler Software. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. 1. Term. We provide maintenance and support services on an annual basis. The initial term commences on the Effective Date and remains in effect for one (1) year. The term will renew automatically for additional one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. 2. Maintenance and Support Fees. Your year 1 maintenance and support fees for the Tyler Software are listed in the Investment Summary, and your payment obligations are set forth in the Invoicing and Payment Policy. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended. 3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with our then-current Support Call Process: 3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void; 3.2 provide support during our established support hours; 3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 3.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy. 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet Exhibit C 2 connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup connectivity purposes. 5. Hardware and Other Systems. If you are a self-hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot support or maintain Third Party Products except as expressly set forth in the Agreement. In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software: (a) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain support contracts for all non-Tyler software associated with Tyler Software (including operating systems and database management systems, but excluding Third-Party Software, if any); and (c) You will perform daily database backups and verify that those backups are successful. 6. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware, unless you are a hosted customer; (f) support outside our normal business hours as listed in our then-current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice. 7. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C at Schedule 1. Exhibit C Schedule 1 1 Exhibit C Schedule 1 Service Level Agreement I. Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. This SLA does not apply to any Third Party SaaS Services. All other support services are documented in the Support Call Process. II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter, calculated as follows: (Service Availability – Downtime) ÷ Service Availability. Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control. Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present. Emergency Maintenance: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client. Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window. Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week. III. Service Availability a. Your Responsibilities Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities Exhibit C Schedule 1 2 When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you to resume normal operations. c. Client Relief Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the calendar quarter. In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your relief request within thirty (30) day(s) of receipt. The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. Client Relief Schedule Actual Attainment Client Relief 99.99% - 98.00% Remedial action will be taken 97.99% - 95.00% 4% Below 95.00% 5% IV. Maintenance Notifications We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you. Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable that the Tyler Software will be unavailable during the maintenance window. Exhibit C Schedule 2 1 Exhibit C Schedule 2 Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support for authorized users*: (1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website. A built-in Answer Panel provides users with resolutions to most “how-to” and configuration- based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case. (2) Email – for less urgent situations, users may submit emails directly to the software support group. (3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support. * Channel availability may be limited for certain applications. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website – www.tylertech.com – for accessing client tools, documentation, and other information including support contact information. (2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7. (3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products. Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days. New Year’s Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day Exhibit C Schedule 2 2 For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below. We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment. Incident Handling Incident Tracking Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly. Incident Priority Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only. References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident. Priority Level Characteristics of Support Incident Resolution Targets* 1 Critical Support incident that causes (a) complete application failure or application unavailability; (b) application failure or unavailability in one or more of the client’s remote location; or (c) systemic loss of multiple essential system functions. Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within one (1) business day. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. Exhibit C Schedule 2 3 Priority Level Characteristics of Support Incident Resolution Targets* 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10) business days. For non-hosted customers, Tyler’s responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available database. 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack, which shall occur at least quarterly. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. *Response and Resolution Targets may differ by product or business need Incident Escalation If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect. Remote Support Tool Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. ITEM NO: 1b DATE: November 13, 2023 REQUEST FOR CITY COUNCIL ACTION TITLE: MOTION TO APPROVE THE PURCHASE OF SALT MATERIALS FOR SNOW AND ICE CONTROL ON CITY STREETS FROM INDEPENDENT SALT COMPANY IN A TOTAL AMOUNT NOT TO EXCEED $140,200 PUBLIC HEARING ORDINANCES FOR 1ST READING BIDS/MOTIONS ORDINANCES FOR 2ND READING RESOLUTIONS QUASI-JUDICIAL: YES NO _____________________________ Director of Public Works City Manager ISSUE: The city purchases and applies deicer materials each year as part of its snow and ice control efforts. The city has participated in a cooperative bidding process through the Colorado Multiple Assembly of Procurement Officials (MAPO) to obtain the best pricing. The city will utilize a City of Fort Collins contract with Independent Salt Company to purchase materials for the remainder of 2023 and the 2024 snow season in an amount not to exceed $140,200. PRIOR ACTION: N/A FINANCIAL IMPACT: Funds for the purchase of these materials are included in the 2023 and 2024 Public Works Department General Fund Budget, Account Number 01-303-650-660, Operating Supplies. BACKGROUND: The Public Works Department is responsible for performing snow and ice control on city streets. The Department takes a proactive approach by applying granular deicing materials prior to and during snowstorm events to prevent the formation of ice and accelerate the melting of snow. Council Action Form – 2023-2024 Salt Purchase November 13, 2023 Page 2 The city minimizes the use of sand for snow and ice control as it contributes to the amount of small particulate matter in the air. Granular deicers consist of a product called Ice Slicer, which is a complex rock salt material as well as common sodium chloride, (salt). Periodically, the Colorado Multiple Assembly of Procurement Officials (MAPO) will solicit member agencies estimated needs for salt materials and issue one cooperative request for bids. Vendors provide a cost per ton for each agency, based on the agencies’ estimated quantities and other factors such as delivery, location, etc. This year, the City of Fort Collins entered into a contract with three vendors for salt materials. The Fort Collins contracts allow other public agencies to purchase off the award of that bid as a cooperative user. Independent Salt Company provided the lowest bid price for the City of Wheat Ridge at $79.44 per ton. The price reflects the cost to both supply and deliver the material to the Public Works Shop. Most city facilities cannot hold all the material used in a typical year. Therefore, the contract allows each agency to order delivery of materials, as needed. RECOMMENDATIONS: Staff recommends utilizing the City of Fort Collins contract with Independent Salt Company to purchase salt materials for snow and ice control for a not-to-exceed amount of $140,200. RECOMMENDED MOTION: “I move to approve the purchase of salt materials for snow and ice control on city streets from Independent Salt Company at a total amount not to exceed $140,200.” or, “I move to deny the approval of the purchase of salt materials for the following reason(s): __________________.” REPORT PREPARED/REVIEWED BY: Maria D’Andrea, Director of Public Works Patrick Goff, City Manager ATTACHMENTS: 1. Fort Collins Contract with Independent Salt Company 2. Bid Tally Sheet Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 1 of 17 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Independent Salt Company, a(n) Kansas Corporation, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of four (4) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence July 15, 2023, and shall continue in full force and effect until July 14, 2024, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties only at the time of renewal. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 4. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least ten (10) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Service Provider shall submit a final invoice within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net 30 days of the date of the invoice. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 2 of 17 addresses: Service Provider: City: Copy to: Independent Salt Company Attn: Christopher Tully 1126 20th Rd Kanopolis, KS 67454 chris@indsalt.com City of Fort Collins Attn: Steve Varnell PO Box 580 Fort Collins, CO 80522 svarnell@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests for contract interpretations, change order, and other clarification or instruction shall be directed to the City Representative. The initial City Representative for this agreement is Steve Varnell and can be reached at svarnell@fcgov.com. The Representative is subject to change by the City. 7. Compensation. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, as per the attached Exhibit B, consisting of four (4) pages, and incorporated herein by this reference. Invoices shall be emailed to invoices@fcgov.com with a copy to the City Representative. The cost of the work completed shall be paid to the Service Provider following the submittal of a correct itemized invoice by the Service Provider. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays invoices on Net 30 days from the date of the invoice. 8. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 9. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 10. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the City, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 3 of 17 the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. Irrespective of any subcontractors named in Exhibit A, Service Provider shall be solely responsible for performance of all duties hereunder. 11. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 12. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 13. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period, the longer of; i.) The original manufacturer’s warranty term; or ii.) beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired, or replaced by Service Provider in a manner and at a time acceptable to City. 14. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 15. Remedies. In the event a party has been declared in default, such defaulting party shall be DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 4 of 17 allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail themselves of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 17. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page attached hereto, and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, purchasing@fcgov.com or P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 18. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution, and enforcement of this Agreement. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in Denver District Court. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 5 of 17 19. Utilization by Other Agencies. The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the City of Fort Collins in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any agreement established between them and the Service Provider. The City’s concurrence hereunder is subject to the Service Provider’s commitment that this authorization shall not have a negative impact on the work to be completed for the City. 20. Prohibition Against Unlawful Discrimination. The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, affirmatively ensures that for all contracts entered into with the City, disadvantaged business enterprises are afforded a full and fair opportunity to bid on the contract and are not to be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its Service Providers to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party Service Providers and their subcontractors at every tier. 21. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 22. Colorado Open Records Act. The City is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in whole pursuant to CORA. DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 6 of 17 23. Dust Control. [Optional] The Service Provider shall abide by the City of Fort Collins “Dust Control and Prevention Manual,” which is available for public download at https://www. fcgov.com/airquality/pdf/dust-prevention-and-control-manual.pdf, and is incorporated herein by this reference. The City of Fort Collins has implemented this manual for all projects performed for the City of Fort Collins or located within the City of Fort Collins City limits. 24. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 25. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1) page, attached hereto, and incorporated herein by this reference. [Signature Page Follows] DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 7 of 17 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: Independent Salt Company By: Printed: Title: Date: DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Sales Manager 7/27/2023 Chris Tully Assistant City Attorney 8/9/2023 Chief Deputy City Clerk Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 8 of 17 EXHIBIT A SCOPE OF SERVICES General: The City of Fort Collins, on behalf of MAPO Agencies, is requesting bids from firms for bulk road salt. Total approximate annual quantity of Rock Salt is 43,000 Tons and Solar Salt is 500 Tons. Renewable Contract: The Agreement will have an initial term of one (1) year. In addition, at the option of the City and the other participating MAPO Agencies, each MAPO Agency may extend their respective Agreements for additional one (1) year periods not to exceed two (4) additional one-year periods. Renewals and pricing changes shall be negotiated by and agreed to by the parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. Cooperative Purchasing: The City of Fort Collins allows other Public Agencies the opportunity, but not the obligation, to purchase off the award for this Bid at the option of the awarded Service Provider/s. Other Public Agencies that are members of the Colorado Multiple Assembly of Procurement Officials (MAPO) cooperative purchasing group in particular may contact the awarded Service Provider/s with a desire to participate in any resulting awards as a potential cooperative user. Participating Agencies (the “Agencies”) which may elect to participate at their discretion: Adams County Arapahoe County City of Arvada City of Aurora City of Brighton City of Fort Collins City of Golden City of Greeley City of Lakewood City of Loveland City of Northglenn City of Thornton City of Westminster City of Wheat Ridge El Paso County Pricing: The attached bid form must be completely filled out, listing delivered bulk salt prices/ton to each participating agency’s specific location and meeting their specific requirements. These prices must remain firm for the first year of the contract and any update to pricing may only be proposed at time of the annual contract renewal. Method of Award: This bid may be awarded to one or multiple Service Providers, based on best price to the City of Fort Collins and other participating Agencies. DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 9 of 17 I. ADDITIONAL CONTRACT TERMS 1. Each item on the bid must be bid individually, and the Agencies reserve the right to accept the lowest and best bid per item, combination of items, or all items combined, whichever is deemed in the best interest, and actual applications as appropriated by the Agencies. 2. Releases to be made as required throughout the period of the award. Consideration will be given to Service Providers with a favorable firm price period with no minimum release requirements. 3. Any deviation from this specification MUST be noted in detail, and submitted in writing on the Bid Form. Completed specifications should be attached for any substitutions proposed, or when amplifications are desirable or necessary. The absence of the specification deviation statement and accompanying specifications, will hold the Bidder strictly accountable to the specifications as written herein. Failure to submit this document of specification deviation, if applicable, shall be grounds for rejection of the item when offered for delivery. If specifications or descriptive papers are submitted with Bids, the Bidder's name should be clearly shown on each document. No deviation from the specification shall be binding upon any participating Agency unless made in writing and signed by authorized agents of each participating Agency. 4. Prices must remain in effect for first year of the contract. 5. Documented price changes shall be negotiated at the time of the annual agreement renewal upon written approval by the City of Fort Collins. Such proposed price changes must be submitted to the City of Fort Collins Project Manager & Senior Buyer at least sixty (60) days prior to the date of renewal. 6. The quantities listed are estimates and may increase or decrease as deemed necessary by the Agencies unless fixed quantities are stated. In the event of any emergency where quick delivery is a necessity and the successful bidder cannot meet the time constraints, the Agency may order from another Service Provider in order to meet that emergency only. 7. Over-shipments: Material shipped in excess of quantity ordered may be returned at the Bidder’s expense. 8. Vehicles shall not be operated on any roadway in excess of the legal weight limitation. The Service Provider shall be responsible for any and all fines incurred for being overloaded as well as any other safety or moving violations. Overweight trucks will not be accepted or unloaded. 9. All equipment must comply with city, county, state and DOT rules, regulations, requirements, etc. which apply. All operators must be properly licensed for the type of equipment being operated. Each Agency reserves the right to reject any improperly licensed equipment or operator. 10. This award shall be available for use by Local Governments and Public Agencies in the state of Colorado. DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 10 of 17 11. All orders will be in truck load quantities or railcars. 12. All prices quoted are to be F.O.B. destination. All salt to be bulk delivered as designated per attached sheets. No deliveries will be accepted on either Saturday or Sunday, unless permission has been previously granted by the ordering Agency. At least twenty-four (24) hours prior notice must be given before any delivery will be accepted at any destination unless the condition is waived by the political subdivision when the order is placed with the Service Provider. All deliveries must be accompanied by a certified weight ticket, otherwise the shipment may be refused. Unloading instructions will vary depending upon the need of each political subdivision and are given on the bid sheets in detail. Additional delivery instructions which do not affect the Service Provider’s cost may be included on the blanket purchase order. 13. A single blanket purchase order will NOT be issued by the City of Fort Collins on behalf of each participating Agency. Each Agency will initiate purchase order(s) to the Service Provider as required. If any problems arise in the performance of the resulting contract, the hosting Agency, City of Fort Collins, should be notified immediately and will reasonably assist in finding a resolution. 14. After October 15 of each year, all orders of one (1) to five (5) truck loads must be delivered within ten (10) working days, and orders of more than five (5) truck loads must be delivered within twenty (20) working days. For each day beyond those deadlines in which delivery is made, twenty-five dollars ($25) shall be deducted from any monies due the Service Provider, not as a penalty but as liquidated damages notwithstanding any act of God. In the event that the Service Provider fails, refuses or otherwise declines to perform in accordance with the terms of the agreement, the Agency may then purchase the road salt ordered from the Service Provider from any other source and the Service Provider shall be liable for the difference between the contract prices and the purchasing price of said material in addition to any liquidated damages that are due and owing the Agency. 15. In order to minimize the possibility of any single Service Provider being committed to delivering more road salt that he can effectively haul, Service Providers are asked to specify a maximum quantity of road salt which can be satisfactorily delivered to the Agencies on this bid invitation. If a Service Provider is the low responsive and responsible bidder for more salt than they have specified, they will be given the opportunity to select a subset of those Agencies to fit within their delivery capacity. 16. Should a bidder find discrepancies in, or omissions from the project specifications, or should be in doubt as to their meaning, please notify the City of Fort Collins Purchasing, Adam Hill, Senior Buyer at adhill@fcgov.com or (970) 221-6777. . DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 11 of 17 PRODUCT SPECIFICATIONS SPECIFICATIONS Rock Salt • Must meet AASHTO Specifications for Sodium Chloride M 143-74, Type 1, Grade 1 or Grade 2 as specified on the bid sheets. In addition, representative samples of delivered material must meet the following maximum moisture content requirements when dried to a constant weight at 105 C: • Salt must be mined rock salt and not evaporated sea salt. • Untreated Sodium Chloride - 2% maximum • Sodium Chloride with non-caking and/or anti-freeze additives - 3% maximum • Non-caking additive may be called for by the ordering agency and must meet the following specifications. Non-caking additive. Yellow Prussiate of Soda (YPS), or other approved chemical shall be uniformly added to the Sodium Chloride at a ratio of not less than 200 parts per million (200ppm) to produce a non-caking material when subjected to the following test: the materials shall be exposed to two (2) twenty-four moisture cycles from 3% minus moisture by weight to 25% plus moisture and back to 3% moisture. The addition of the YPS to the Sodium Chloride shall be done prior to stockpiling and shall be done in such a manner as to produce a uniform coating throughout all crystals. Solar/Evaporated Salt The salt specification shall meet the following minimum requirements: 1. Moisture Content – 5.0% Maximum 2. Insoluble Material – 1.0% Maximum 3. Gradation – Sieve Wt. % Size Passing 3/4" 100 #4 20 – 100 #8 10 - 60 #30 0 - 15 4. Anti-Caking agent will be included to insure that the material remains free from hard caking and suitable for its intended purpose. 5. Material must be clean and free from extraneous matter. The material must be homogenous or manufactured in such a manner to assure that the corrosion inhibitor, anti-caking agent and the chemical product does not segregate. 6. The salt shall be dried to a maximum moisture content of 5.0 % (percent by weight). Water in excess of 5.0% of dry salt weight will not be accepted. 7. Insoluble Residue - The salt shall have a maximum insoluble residue of 1.0 % (percent by dry weight). DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 12 of 17 EXHIBIT B BID SCHEDULE/ COMPENSATION The following pricing shall remain fixed for the initial term of this Agreement. Any applicable price adjustments may only be negotiated and agreed to in writing at the time of renewal. DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 16 of 17 EXHIBIT C INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Service Provider shall maintain during the life of this Agreement such General Liability as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for General Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The Service Provider shall maintain during the life of this Agreement such Automobile Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for Automobile Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 Official Purchasing Document Last updated 2/1/2023 Independent Salt Company - Services Agreement BID 9800 MAPO SALT Page 17 of 17 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 07/27/2023 Iron Insurance Partners 201 E Iron Avenue P.O. Box 1213 Salina KS 67402-1213 Lindsey Sturn (785) 825-0286 (785) 825-5098 lsturn@ironrisk.com Independent Salt Company PO Box 36 Kanopolis KS 67454 Federal Insurance Company 20281 Carolina Casualty Insurance Company 10510 22.23 All Lines A Y 37110044 11/01/2022 11/01/2023 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 A Y 78389735 11/01/2022 11/01/2023 1,000,000 A 0 79764048 11/01/2022 11/01/2023 5,000,000 5,000,000 B CCWC120810 12/31/2022 12/31/2023 1,000,000 1,000,000 1,000,000 City of Fort Collins is named as additional insured with regard to the general liability and auto liability.This is a revised certificate and supersedes any previously issued certificate. City of Fort Collins ATTN: Purchasing Department PO Box 580 Fort Collins CO 80522-0580 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY DocuSign Envelope ID: 1969C133-CEFE-4EBF-AE70-C047A3E25537 BID: OPENING: CITY OF FORT COLLINS - ROCK SALT ($/Ton) CITY OF FORT COLLINS - SOLAR SALT ($/Ton) CITY OF THORNTON - ROCK SALT ($/Ton) CITY OF GOLDEN - ROCK SALT ($/Ton) ADAMS COUNTY - ROCK SALT ($/Ton) CITY OF WHEAT RIDGE - ROCK SALT ($/Ton) CITY OF AURORA - ROCK SALT ($/Ton) CITY OF WESTMINSTER - ROCK SALT ($/Ton) CITY OF BRIGHTON - ROCK SALT ($/Ton) ARAPAHOE COUNTY - ROCK SALT ($/Ton) CITY OF ARVADA - ROCK SALT ($/Ton) EL PASO COUNTY - ROCK SALT ($/Ton) CITY OF NORTHGLENN - ROCK SALT ($/Ton) CITY OF LAKEWOOD - ROCK SALT ($/Ton) CITY OF GREELEY - ROCK SALT ($/Ton) CITY OF LOVELAND - ROCK SALT ($/Ton) ADDENDUM 1 ACKNOWLEDGED ACKNOWLEDGEMENT COMPLETED $62.72 No Bid $85.93 $86.21 $86.58 $86.40 $85.96 $85.66 $85.02 $86.53 $83.44 $90.00 $87.49 $84.96 $90.09 $92.24 X X $123.74 $140.61 $120.75 $120.16 $143.20 $121.43 $122.79 $120.96 $120.25 $122.55 $120.10 $141.86 $120.98 $121.11 $121.88 $128.64 X X $68.65 No Bid $80.07 $80.65 $78.70 $79.44 $80.06 $80.35 $82.04 $83.60 $80.39 $103.90 $81.00 $80.35 $93.98 $92.89 X X No Bid $141.71 $133.13 $133.20 $132.30 $133.30 $132.36 $133.15 $133.40 $134.12 $133.15 $144.47 $141.11 $133.92 $138.45 $138.95 Blank X BID TALLY SHEET June 29, 2023 @ 3:00 PM MT9800 MAPO Salt BIDDER Central Salt LLC Compass Minerals America Inc Independent Salt Company Saltworx Inc. ATTACHMENT 2 ITEM NO: 1c DATE: November 13, 2023 REQUEST FOR CITY COUNCIL ACTION TITLE: RESOLUTION NO. 49-2023 – A RESOLUTION APPROVING A TRANSPORTATION ALTERNATIVES PROGRAM GRANT AGREEMENT WITH THE COLORADO DEPARTMENT OF TRANSPORTATION PUBLIC HEARING ORDINANCES FOR 1ST READING BIDS/MOTIONS ORDINANCES FOR 2ND READING RESOLUTIONS QUASI-JUDICIAL: YES NO _____________________________ Director of Parks & Recreation City Manager ISSUE: The Parks and Recreation Department applied for and was awarded $951,709 from CDOT’s Transportation Alternatives Program for improvements along the Clear Creek Trail in 2025-2026. City Council approval of the enclosed grant agreement is required to accept the funds. PRIOR ACTION: City Council passed Resolution 16-2023 on April 10, 2023, supporting an application to this funding program. FINANCIAL IMPACT: The $951,709 grant award is estimated to be 80% of the total project cost. If Council approves the grant agreement and accepts the funds, the City would also be committing to contributing the remaining 20% of the project cost, estimated at $237,927. Estimated project spend per year: FY 2025: $87,850 in grant funds, $21,962 in city funds, totaling $109,812 for project planning and design, budgeted in Fund 32 (the Open Space Fund). Council Action Form – Approval of Grant Agreement with CDOT for TAP Funding November 13, 2023 Page 2 FY 2026: $863,859 in grant funds, $215,965 in city funds, totaling $1,079,824 for project construction, budgeted in Fund 32 (the Open Space Fund). BACKGROUND: CDOT’s Transportation Alternatives Program allocates federal funds to transportation improvement projects that expand travel choice, strengthen the local economy, improve quality of life, and protect the environment. The City’s application, and pending grant agreement, is for the 2023 application cycle which funds projects from 2024-2027. The standard for the regional Clear Creek Trail is 10 foot wide concrete, with a 6-inch depth, sawcut, and with 2-foot-wide crusher fines shoulders on both sides. In Wheat Ridge, most of the Trail east of Wadsworth, and a small section adjacent to Prospect Park, does not meet this standard. There are also areas with safety concerns underneath bridges, areas with damaged concrete, and a social trail connection off of Marshall Street. All of these areas will be upgraded to meet the regional trail standard through the proposed project. See Attachment 4 for more context and detail. RECOMMENDATIONS: Staff is recommending passing this Resolution to approve the grant agreement and allow the City to invest these grant funds in trail improvements in FY 2025-2026. RECOMMENDED MOTION: “I move to approve Resolution No. 49-2023 – a resolution approving a Transportation Alternatives Program grant agreement with the Colorado Department of Transportation.” Or, “I move to postpone indefinitely Resolution No. 49-2023 – a resolution approving a Transportation Alternatives Program grant agreement with the Colorado Department of Transportation for the following reason(s) ______________________________________.” REPORT PREPARED/REVIEWED BY: Brandon Altenburg, Grant and Special Project Administrator Karen O’Donnell, Parks and Recreation Director Patrick Goff, City Manager Gerald Dahl, City Attorney ATTACHMENTS: 1. Council Resolution No. 49-2023 2. Transportation Alternatives Program Grant Agreement 3. Council Resolution No. 16-2023 4. Extracted Pages from Application CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 49 Series of 2023 TITLE: A RESOLUTION APPROVING A TRANSPORTATION ALTERNATIVES PROGRAM GRANT AGREEMENT WITH THE COLORADO DEPARTMENT OF TRANSPORTATION WHEREAS, the City of Wheat Ridge wishes to invest in bicycle and pedestrian infrastructure; and WHEREAS, staff in the Parks & Recreation Department have identified areas along the Clear Creek Trail that fall below the regional trail standard; and WHEREAS, the City of Wheat Ridge wishes to invest the Transportation Alternatives Program grant funds into improving those areas of the Clear Creek Trail; and WHEREAS, Wheat Ridge City Council approval is required to formalize the Transportation Alternatives Program grant agreement and accept funds from the Colorado Department of Transportation. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Wheat Ridge, Colorado: Section 1. The Mayor and City Council approve grant agreement OLA # 331003147. Section 2. This Resolution shall be effective upon adoption. DONE AND RESOLVED this 13th day of November 2023. ___________________________________ Bud Starker, Mayor ATTEST: ____________________________________ Stephen Kirkpatrick, City Clerk OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 1 of 29 STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT Signature and Cover Page State Agency Department of Transportation Agreement Routing Number 24-HA1-XC-00192 Local Agency CITY OF WHEAT RIDGE Agreement Effective Date The later of the effective date or August 08, 2023 Agreement Description PEAKS TO PLAINS TRAIL IN WHEAT RIDGE Agreement Expiration Date August 07, 2033 Project # TAP M361-014 (25879) Region # R1 Contract Writer DM Agreement Maximum Amount $1,189,636.00 THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that he or she is duly authorized to execute this Agreement and to bind the Party authorizing his or her signature. LOCAL AGENCY CITY OF WHEAT RIDGE ___________________________________________ Signature ___________________________________________ By: (Print Name and Title) Date: _________________________ STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director ___________________________________________ Keith Stefanik, P.E., Chief Engineer Date: _________________________ 2nd State or Local Agency Signature if Needed ___________________________________________ Signature ___________________________________________ By: (Print Name and Title) Date: _________________________ LEGAL REVIEW Philip J. Weiser, Attorney General ___________________________________________ Assistant Attorney General ___________________________________________ By: (Print Name and Title) Date: _________________________ In accordance with §24-30-202 C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ___________________________________________ Department of Transportation Effective Date: _____________________ ATTACHMENT 2 OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 2 of 29 TABLE OF CONTENTS 1. PARTIES ................................................................................................................................................. 2 2. TERM AND EFFECTIVE DATE ........................................................................................................... 2 3. AUTHORITY .......................................................................................................................................... 3 4. PURPOSE ................................................................................................................................................ 4 5. DEFINITIONS ........................................................................................................................................ 4 6. SCOPE OF WORK ................................................................................................................................. 7 7. PAYMENTS .......................................................................................................................................... 11 8. REPORTING - NOTIFICATION ......................................................................................................... 15 9. LOCAL AGENCY RECORDS ............................................................................................................. 16 10. CONFIDENTIAL INFORMATION-STATE RECORDS .................................................................... 17 11. CONFLICTS OF INTEREST ................................................................................................................ 18 12. INSURANCE ........................................................................................................................................ 18 13. BREACH ............................................................................................................................................... 20 14. REMEDIES ........................................................................................................................................... 20 15. DISPUTE RESOLUTION ..................................................................................................................... 22 16. NOTICES AND REPRESENTATIVES ............................................................................................... 22 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ...................................................... 23 18. GOVERNMENTAL IMMUNITY ........................................................................................................ 24 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM .................................................................... 24 20. GENERAL PROVISIONS .................................................................................................................... 24 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ..................................... 27 22. FEDERAL REQUIREMENTS ............................................................................................................. 29 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) ..................................................................... 29 EXHIBIT A, SCOPE OF WORK EXHIBIT B, SAMPLE OPTION LETTER EXHIBIT C, FUNDING PROVISIONS (Budget) EXHIBIT D, LOCAL AGENCY RESOLUTION EXHIBIT E, LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST EXHIBIT F, CERTIFICATION FOR FEDERAL-AID AGREEMENTS EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES EXHIBIT I, FEDERAL-AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT FORM EXHIBIT M, OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS EXHIBIT N, FEDERAL TREASURY PROVISIONS EXHIBIT O, AGREEMENT WITH SUBRECIPIENT OF FEDERAL RECOVERY FUNDS EXHIBIT P, SLFRF SUBRECIPIENT QUARTERLY REPORT EXHIBIT Q, SLFRF REPORTING MODIFICATION FORM EXHIBIT R, APPLICABLE FEDERAL AWARDS EXHIBIT S, PII CERTIFICATION EXHIBIT T, CHECKLIST OF REQUIRED EXHIBITS DEPENDENT ON FUNDING SOURCE 1. PARTIES This Agreement is entered into by and between Local Agency named on the Signature and Cover Page for this Agreement (“Local Agency”), and the STATE OF COLORADO acting by and through the State agency named on the Signature and Cover Page for this Agreement (the “State” or “CDOT”). Local Agency and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 3 of 29 This Agreement shall not be valid or enforceable until the Effective Date, and Agreement Funds shall be expended within the dates shown in Exhibit C for each respective phase (“Phase Performance Period(s)”). The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Local Agency for any Work performed or expense incurred before 1) the Effective Date of this original Agreement; except as described in §7.D; 2) before the encumbering document for the respective phase and the official Notice to Proceed for the respective phase; or 3) after the Final Phase Performance End Date, as shown in Exhibit C. Additionally, the State shall have no obligation to pay Local Agency for any Work performed or expense incurred after the Agreement Expiration Date or after required billing deadline specified in §7.B.i.e., or the expiration of “Special Funding” if applicable, whichever is sooner. The State’s obligation to pay Agreement Funds exclusive of Special Funding will continue until the Agreement Expiration Date. If Agreement Funds expire before the Agreement Expiration Date, then no payments will be made after expiration of Agreement Funds. B. Initial Term and Extension The Parties’ respective performances under this Agreement shall commence on the Agreement Effective Date shown on the Signature and Cover Page for this Agreement and shall terminate on August 07, 2033 as shown on the Signature and Cover Page for this Agreement, unless sooner terminated or further extended in accordance with the terms of this Agreement. Upon request of Local Agency, the State may, in its sole discretion, extend the term of this Agreement by Option Letter pursuant §7.E.iv. If the Work will be performed in multiple phases, the period of performance start and end date of each phase is detailed under the Project Schedule in Exhibit C. C. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, and this ARPA Award is not appropriated, or otherwise become unavailable to fund this ARPA Award the State, in its discretion, may terminate this Agreement in whole or in part. This subsection shall not apply to a termination of this Agreement by the State for breach by Local Agency, which shall be governed by §14.A.i. i. Method and Content The State shall notify Local Agency by providing written notice to Local Agency of the termination and be in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Local Agency shall be subject to §14.A.i.a iii. Payments If the State terminates this Agreement in the public interest, the State shall pay Local Agency an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State, the State may reimburse Local Agency for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Local Agency which are directly attributable to the uncompleted portion of Local Agency’s obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Local Agency hereunder. This subsection shall not apply to a termination of this ARPA Award by the State for breach by Local Agency. D. Local Agency Termination Under Federal Requirements Local Agency may request termination of the ARPA Award by sending notice to the State, which includes the effective date of the termination. If this ARPA Award is terminated in this manner, then Local Agency shall return any advanced payments made for work that will not be performed prior to the effective date of the termination. 3. AUTHORITY OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 4 of 29 Authority to enter into this Agreement exists in the law as follows: A. Federal Authority Pursuant to Title I, Subtitle A, of the “Fixing America’s Surface Transportation Act” (FAST Act) of 2015, and to applicable provisions of Title 23 of the United States Code and implementing regulations at Title 23 of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter as the “Federal Provisions”), certain federal funds have been and are expected to continue to be allocated for transportation projects requested by Local Agency and eligible under the Surface Transportation Improvement Program that has been proposed by the State and approved by the Federal Highway Administration (“FHWA”). Pursuant to Title VI of the Social Security Act, Section 602 of the “Coronavirus State and Local Fiscal Recovery Funds”, a part of the American Rescue Plan, provides state, local and Tribal governments with the resources needed to respond to the pandemic and its economic effects and to build a stronger, more equitable economy during the recovery. B. State Authority Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is responsible for the general administration and supervision of performance of projects in the Program, including the administration of federal funds for a Program project performed by a Local Agency under a contract with the State. This Agreement is executed under the authority of CRS §§29-1-203, 43-1-110; 43-1-116, 43-2-101(4)(c) and 43-2-104.5. 4. PURPOSE The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT’s Stewardship Agreement with the FHWA and/or USDT as shown in Exhibit C. 5. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. “Agreement Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. C. “ARPA” means American Rescue Plan Act, funded by the US Department of the Treasury (“USDT”). See “SLFRF” below. D. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. E. “Budget” means the budget for the Work described in Exhibit C. F. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1) C.R.S.. G. “Chief Procurement Officer” means the individual to whom the Executive Director has delegated his or her authority pursuant to §24-102-202 to procure or supervise the procurement of all supplies and services needed by the State. H. “CJI” means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended and all Criminal Justice Records as defined under §24-72-302, C.R.S. I. “Consultant” means a professional engineer or designer hired by Local Agency to design the Work Product. J. “Contractor” means the general construction contractor hired by Local Agency to construct the Work. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 5 of 29 K. “CORA” means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. L. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature and Cover Page for this Agreement. M. “Evaluation” means the process of examining Local Agency’s Work and rating it based on criteria established in §6, Exhibit A and Exhibit E. N. “Exhibits” means the following exhibits attached to this Agreement: i. Exhibit A, Scope of Work. ii. Exhibit B, Sample Option Letter. iii. Exhibit C, Funding Provisions iv. Exhibit D, Local Agency Resolution v. Exhibit E, Local Agency Contract Administration Checklist vi. Exhibit F, Certification for Federal-Aid Contracts vii. Exhibit G, Disadvantaged Business Enterprise viii. Exhibit H, Local Agency Procedures for Consultant Services ix. Exhibit I, Federal-Aid Contract Provisions for Construction Contracts x. Exhibit J, Additional Federal Requirements xi. Exhibit K, The Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental Federal Provisions xii. Exhibit L, Sample Sub-Recipient Monitoring and Risk Assessment Form xiii. Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal Awards (the “Uniform Guidance”) xiv. Exhibit N, Federal Treasury Provisions xv. Exhibit O, Agreement with Subrecipient of Federal Recovery Funds xvi. Exhibit P, SLFRF Subrecipient Quarterly Report xvii. Exhibit Q, SLFRF Reporting Modification Form xviii. Exhibit R, Applicable Federal Awards xix. Exhibit S, PII Certification xx. Exhibit T, Checklist of Required Exhibits Dependent on Funding Source O. “Expiration Date” means the date on which this Agreement expires, as shown on the Signature and Cover Page for this Agreement. P. “Extension Term” means the period of time by which the ARPA Expiration Date is extended by the State through delivery of an updated ARPA Letter. Q. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. R. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. The US Department of the Treasury is the Federal Awarding Agency for the Federal Award, which may be the subject of this Agreement. S. “FHWA” means the Federal Highway Administration, which is one of the twelve administrations under the Office of the Secretary of Transportation at the U.S. Department of Transportation. FHWA provides stewardship over the construction, maintenance and preservation of the Nation’s highways and tunnels. FHWA is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement. T. “Goods” means any movable material acquired, produced, or delivered by Local Agency as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Local Agency in connection with the Services. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 6 of 29 U. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. V. “Initial Term” means the time period defined in §2.B. W. “Local Funds” means the funds provided by the Local Agency as their obligated contribution to the federal and/or State Awards to receive the federal and/or State funding. X. “Notice to Proceed” means the letter issued by the State to the Local Agency stating the date the Local Agency can begin work subject to the conditions of this Agreement. Y. “OMB” means the Executive Office of the President, Office of Management and Budget. Z. “Oversight” means the term as it is defined in the Stewardship Agreement between CDOT and the FHWA. AA. “Party” means the State or Local Agency, and “Parties” means both the State and Local Agency. BB. “PCI” means payment card information including any data related to credit card holders’ names, credit card numbers, or the other credit card information as may be protected by state or federal law. CC. “PHI” means any protected health information, including, without limitation any information whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. PHI includes, but is not limited to, any information defined as Individually Identifiable Health Information by the federal Health Insurance Portability and Accountability Act. DD. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual‘s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §24-72-501 C.R.S. “PII” shall also mean “personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S. EE. “Recipient” means the Colorado Department of Transportation (CDOT) for this Federal Award. FF. “Services” means the services to be performed by Local Agency as set forth in this Agreement and shall include any services to be rendered by Local Agency in connection with the Goods. GG. “SLFRF” means State and Local Fiscal Recovery Funds, provided by ARPA, funded by the US Treasury Department. HH. “Special Funding” means an award by Federal agency or the State which may include but is not limited to one or a combination of Multimodal Transportation & Mitigation Options Funding, Revitalizing Main Streets, Safer Main Streets, Stimulus Funds, Coronavirus Response and Relief Supplemental Funds, ARPA, SLFRF, or COVID Relief. II. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII and State personnel records not subject to disclosure under CORA. JJ. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a). KK. “State Fiscal Year” means a 12-month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. LL. “State Purchasing Director” means the position described in the Colorado Procurement Code and its implementing regulations. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 7 of 29 MM. “State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. NN. “Sub-Award” means this Award by the State to Local Agency funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to this Sub-Award unless the terms and conditions of the Federal Award specifically indicate otherwise. OO. “Subcontractor” means third parties, if any, engaged by Local Agency to aid in performance of the Work. PP. “Subrecipient” means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a Federal program but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. QQ. “Tax Information” means Federal and State of Colorado tax information including, without limitation, Federal and State tax returns, return information, and such other tax-related information as may be protected by Federal and State law and regulation. Tax Information includes but is not limited to all information defined as Federal tax Information in Internal Revenue Service Publication 1075. RR. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. SS. “USDT” The United States Department of the Treasury (USDT) is the national treasury and finance department of the federal government of the United States where it serves as an executive department. The USDT funds ARPA. TT. “Work” means the delivery of the Goods and performance of the Services in compliance with CDOT’s Local Agency Manual described in this Agreement. UU. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 6. SCOPE OF WORK Local Agency shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A, and the Local Agency Manual. The State shall have no liability to compensate Local Agency for the delivery of any Goods or the performance of any Services that are not specifically set forth in this Agreement. Work may be divided into multiple phases that have separate periods of performance. The State may not compensate for Work that Local Agency performs outside of its designated phase performance period. The performance period of phases, including, but not limited to Design, Construction, Right of Way, Utilities, or Environment phases, are identified in Exhibit C. The State may unilaterally modify Exhibit C from time to time, at its sole discretion, to extend the Agreement Expiration Date and/or to extend the period of performance for a phase of Work authorized under this Agreement. To exercise these options to extend the Agreement Expiration Date and/or to update the phase performance period extension option, the State will provide written notice to Local Agency in a form substantially equivalent to Exhibit B. The State’s unilateral extension of the Agreement Expiration Date and/or the phase performance periods will not amend or alter in any way the funding provisions or any other terms specified in this Agreement, notwithstanding the options listed under §7.E A. Local Agency Commitments i. Design If the Work includes preliminary design, final design, design work sheets, or special provisions and estimates (collectively referred to as the “Plans”), Local Agency shall ensure that it and its Contractors comply with and are responsible for satisfying the following requirements: OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 8 of 29 a. Perform or provide the Plans to the extent required by the nature of the Work. b. Prepare final design in accordance with the requirements of the latest edition of the American Association of State Highway Transportation Officials (AASHTO) manual or other standard, such as the Uniform Building Code, as approved by the State. c. Prepare provisions and estimates in accordance with the most current version of the State’s Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local Agency specifications if approved by the State. d. Include details of any required detours in the Plans in order to prevent any interference of the construction Work and to protect the traveling public. e. Stamp the Plans as produced by a Colorado registered professional engineer. f. Provide final assembly of Plans and all other necessary documents. g. Ensure the Plans are accurate and complete. h. Make no further changes in the Plans following the award of the construction contract to Contractor unless agreed to in writing by the Parties. The Plans shall be considered final when approved in writing by CDOT, and when final, they will be deemed incorporated herein. ii. Local Agency Work a. Local Agency shall comply with the requirements of the Americans With Disabilities Act (ADA) 42 U.S.C. § 12101, et. seq., and applicable federal regulations and standards as contained in the document “ADA Accessibility Requirements in CDOT Transportation Projects”. b. Local Agency shall afford the State ample opportunity to review the Plans and shall make any changes in the Plans that are directed by the State to comply with FHWA requirements. c. Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans and/or construction administration. Provided, however, if federal-aid funds are involved in the cost of such Work to be done by such Consultant, such Consultant contract (and the performance provision of the Plans under the contract) must comply with all applicable requirements of 23 C.F.R. Part 172 and with any procedures implementing those requirements as provided by the State, including those in Exhibit H. If Local Agency enters into a contract with a Consultant for the Work: 1) Local Agency shall submit a certification that procurement of any Consultant contract complies with the requirements of 23 C.F.R. 172.5(1) prior to entering into such Consultant contract, subject to the State’s approval. If not approved by the State, Local Agency shall not enter into such Consultant contract. 2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by the State and FHWA and that they are in writing. Immediately after the Consultant contract has been awarded, one copy of the executed Consultant contract and any amendments shall be submitted to the State. 3) Local Agency shall require that all billings under the Consultant contract comply with the State’s standardized billing format. Examples of the billing formats are available from the CDOT Agreements Office. 4) Local Agency (and any Consultant) shall comply with 23 C.F.R. 172.5(b) and (d) and use the CDOT procedures described in Exhibit H to administer the Consultant contract. 5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant contract by submitting a letter to CDOT from Local Agency’s attorney/authorized representative certifying compliance with Exhibit H and 23 C.F.R. 172.5(b)and (d). 6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49 CFR 18.36(i) and contains the following language verbatim: (a) The design work under this Agreement shall be compatible with the requirements of the contract between Local Agency and the State (which is incorporated herein by this OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 9 of 29 reference) for the design/construction of the project. The State is an intended third-party beneficiary of this agreement for that purpose. (b) Upon advertisement of the project work for construction, the consultant shall make available services as requested by the State to assist the State in the evaluation of construction and the resolution of construction problems that may arise during the construction of the project. (c) The consultant shall review the construction Contractor’s shop drawings for conformance with the contract documents and compliance with the provisions of the State’s publication, Standard Specifications for Road and Bridge Construction, in connection with this work. (d) The State, in its sole discretion, may review construction plans, special provisions and estimates and may require Local Agency to make such changes therein as the State determines necessary to comply with State and FHWA requirements. iii. Construction If the Work includes construction, Local Agency shall perform the construction in accordance with the approved design plans and/or administer the construction in accordance with Exhibit E. Such administration shall include Work inspection and testing; approving sources of materials; performing required plant and shop inspections; documentation of contract payments, testing and inspection activities; preparing and approving pay estimates; preparing, approving and securing the funding for contract modification orders and minor contract revisions; processing construction Contractor claims; construction supervision; and meeting the quality control requirements of the FHWA/CDOT Stewardship Agreement, as described in Exhibit E. a. The State may, after providing written notice of the reason for the suspension to Local Agency, suspend the Work, wholly or in part, due to the failure of Local Agency or its Contractor to correct conditions which are unsafe for workers or for such periods as the State may deem necessary due to unsuitable weather, or for conditions considered unsuitable for the prosecution of the Work, or for any other condition or reason deemed by the State to be in the public interest. b. Local Agency shall be responsible for the following: 1) Appointing a qualified professional engineer, licensed in the State of Colorado, as Local Agency Project Engineer (LAPE), to perform engineering administration. The LAPE shall administer the Work in accordance with this Agreement, the requirements of the construction contract and applicable State procedures, as defined in the CDOT Local Agency Manual (https://www.codot.gov/business/designsupport/bulletins_manuals/2006-local-agency-manual). 2) For the construction Services, advertising the call for bids, following its approval by the State, and awarding the construction contract(s) to the lowest responsible bidder(s). (a) All Local Agency’s advertising and bid awards pursuant to this Agreement shall comply with applicable requirements of 23 U.S.C. §112 and 23 C.F.R. Parts 633 and 635 and C.R.S. § 24-92-101 et seq. Those requirements include, without limitation, that Local Agency and its Contractor(s) incorporate Form 1273 (Exhibit I) in its entirety, verbatim, into any subcontract(s) for Services as terms and conditions thereof, as required by 23 C.F.R. 633.102(e). (b) Local Agency may accept or reject the proposal of the apparent low bidder for Work on which competitive bids have been received. Local Agency must accept or reject such bids within three (3) working days after they are publicly opened. (c) If Local Agency accepts bids and makes awards that exceed the amount of available Agreement Funds, Local Agency shall provide the additional funds necessary to complete the Work or not award such bids. (d) The requirements of §6.A.iii.b.2 also apply to any advertising and bid awards made by the State. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 10 of 29 (e) The State (and in some cases FHWA) must approve in advance all Force Account Construction, and Local Agency shall not initiate any such Services until the State issues a written Notice to Proceed. iv. Right of Way (ROW) and Acquisition/Relocation a. If Local Agency purchases a ROW for a State highway, including areas of influence, Local Agency shall convey the ROW to CDOT promptly upon the completion of the project/construction. b. Any acquisition/relocation activities shall comply with all applicable federal and State statutes and regulations, including but not limited to, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs, as amended (49 C.F.R. Part 24), CDOT’s Right of Way Manual, and CDOT’s Policy and Procedural Directives. c. The Parties’ respective responsibilities for ensuring compliance with acquisition, relocation and incidentals depend on the level of federal participation as detailed in CDOT’s Right of Way Manual (located at http://www.codot.gov/business/manuals/right-of-way); however, the State always retains oversight responsibilities. d. The Parties’ respective responsibilities at each level of federal participation in CDOT’s Right of Way Manual, and the State’s reimbursement of Local Agency costs will be determined pursuant the following categories: 1) Right of way acquisition (3111) for federal participation and non-participation; 2) Relocation activities, if applicable (3109); 3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of way – 3114). v. Utilities If necessary, Local Agency shall be responsible for obtaining the proper clearance or approval from any utility company that may become involved in the Work. Prior to the Work being advertised for bids, Local Agency shall certify in writing to the State that all such clearances have been obtained. vi. Railroads If the Work involves modification of a railroad company’s facilities and such modification will be accomplished by the railroad company, Local Agency shall make timely application to the Public Utilities Commission (“PUC”) requesting its order providing for the installation of the proposed improvements. Local Agency shall not proceed with that part of the Work before obtaining the PUC’s order. Local Agency shall also establish contact with the railroad company involved for the purpose of complying with applicable provisions of 23 C.F.R. 646, subpart B, concerning federal-aid projects involving railroad facilities, and: a. Execute an agreement with the railroad company setting out what work is to be accomplished and the location(s) thereof, and which costs shall be eligible for federal participation. b. Obtain the railroad’s detailed estimate of the cost of the Work. c. Establish future maintenance responsibilities for the proposed installation. d. Proscribe in the agreement the future use or dispositions of the proposed improvements in the event of abandonment or elimination of a grade crossing. e. Establish future repair and/or replacement responsibilities, as between the railroad company and the Local Agency, in the event of accidental destruction or damage to the installation. vii. Environmental Obligations Local Agency shall perform all Work in accordance with the requirements of current federal and State environmental regulations, including the National Environmental Policy Act of 1969 (NEPA) as applicable. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 11 of 29 viii. Maintenance Obligations Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and expense during their useful life, in a manner satisfactory to the State and FHWA. Local Agency shall conduct such maintenance and operations in accordance with all applicable statutes, ordinances, and regulations pertaining to maintaining such improvements. The State and FHWA may make periodic inspections to verify that such improvements are being adequately maintained. ix. Monitoring Obligations Local Agency shall respond in a timely manner to and participate fully with the monitoring activities described in §7.F.vi. B. State’s Commitments i. The State will perform a final project inspection of the Work as a quality control/assurance activity. When all Work has been satisfactorily completed, the State will sign the FHWA Form 1212. ii. Notwithstanding any consents or approvals given by the State for the Plans, the State shall not be liable or responsible in any manner for the structural design, details or construction of any Work constituting major structures designed by, or that are the responsibility of, Local Agency, as identified in Exhibit E. 7. PAYMENTS A. Maximum Amount Payments to Local Agency are limited to the unpaid, obligated balance of the Agreement Funds set forth in Exhibit C. The State shall not pay Local Agency any amount under this Agreement that exceeds the Agreement Maximum set forth in Exhibit C. B. Payment Procedures i. Invoices and Payment a. The State shall pay Local Agency in the amounts and in accordance with conditions set forth in Exhibit C. b. Local Agency shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Local Agency and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Local Agency shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under the Agreement. e. If a project is funded in part with Federal or State special funding there may be an expiration date for the funds. The expiration date applies to grants and local funds used to match grants. To receive payment or credit for the match, Work must be completed or substantially completed, as outlined in the terms of the grant, prior to the expiration date of the special funding and invoiced in compliance with the rules outlined in the award of the funding. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under the Agreement. ii. Interest Amounts not paid by the State within 45 days after the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 46th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Local Agency shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of days interest to be paid and the interest rate. iii. Payment Disputes OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 12 of 29 If Local Agency disputes any calculation, determination, or amount of any payment, Local Agency shall notify the State in writing of its dispute within 30 days following the earlier to occur of Local Agency’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Local Agency and may make changes to its determination based on this review. The calculation, determination, or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination a. The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Local Agency beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Agreement Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Agreement Funds, the State’s obligation to pay Local Agency shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Agreement Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Agreement Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.C. b. If the agreement funds are terminated, the State can terminate the contract early. Payment due for work done to the date of termination will be processed in a manner consistent with §2.C. v. Erroneous Payments The State may recover, at the State’s discretion, payments made to Local Agency in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Local Agency. The State may recover such payments by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Local Agency, or by any other appropriate method for collecting debts owed to the State. The close out of a Federal Award does not affect the right of FHWA or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period (as defined below in §9.A.). vi. Federal Recovery The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period, as defined below. C. Local Agency Funds Local Agency shall provide their obligated contribution funds as outlined in §7.A. and Exhibit C. Local Agency shall have raised the full amount of their funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Local Agency’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Local Agency and paid into Local Agency’s treasury. Local Agency represents to the State that the amount designated “Local Agency Funds” in Exhibit C has been legally appropriated for the purpose of this Agreement by its authorized representatives and paid into its treasury. Local Agency may evidence such obligation by an appropriate ordinance/resolution or other authority letter expressly authorizing Local Agency to enter into this Agreement and to expend its match share of the Work. A copy of any such ordinance/resolution or authority letter is attached hereto as Exhibit D if applicable. Local Agency does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 13 of 29 Local Agency. Local Agency shall not pay or be liable for any claimed interest, late charges, fees, taxes, or penalties of any nature, except as required by Local Agency’s laws or policies. D. Reimbursement of Local Agency Costs The State shall reimburse Local Agency’s allowable costs, not exceeding the maximum total amount described in Exhibit C and §7. However, any costs incurred by Local Agency prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. The State shall pay Local Agency for costs or expenses incurred or performance by the Local Agency prior to the Effective Date, only if (1) the Grant Funds involve federal funding and (2) federal laws, rules, and regulations applicable to the Work provide for such retroactive payments to the Local Agency. Any such retroactive payments shall comply with State Fiscal Rules and be made in accordance with the provisions of this Agreement. The applicable principles described in 2 C.F.R. Part 200 shall govern the State’s obligation to reimburse all costs incurred by Local Agency and submitted to the State for reimbursement hereunder, and Local Agency shall comply with all such principles. The State shall reimburse Local Agency for the federal-aid share of properly documented costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit C. Local Agency costs for Work performed prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Local Agency costs for Work performed after any Performance Period End Date for a respective phase of the Work, is not reimbursable. Allowable costs shall be: i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided. ii. Actual net cost to Local Agency (i.e. the price paid minus any items of value received by Local Agency that reduce the cost actually incurred). E. Unilateral Modification of Agreement Funds Budget by State Option Letter The State may, at its discretion, issue an “Option Letter” to Local Agency to add or modify Work phases in the Work schedule in Exhibit C if such modifications do not increase total budgeted Agreement Funds. Such Option Letters shall amend and update Exhibit C, Sections 2 or 4 of the Table, and sub-sections B and C of the Exhibit C. Option Letters shall not be deemed valid until signed by the State Controller or an authorized delegate. This is NOT a Notice to Proceed. Modification of Exhibit C by unilateral Option Letter is permitted only in the specific scenarios listed below. The State will exercise such options by providing Local Agency a fully executed Option Letter, in a form substantially equivalent to Exhibit B. Such Option Letters will be incorporated into this Agreement. This applies to the entire Scope of Work. i. Option to Begin a Phase and/or Increase or Decrease the Encumbrance Amount The State may require by Option Letter that Local Agency begin a new Work phase that may include Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous Work (but may not include Right of Way Acquisition/Relocation or Railroads) as detailed in Exhibit A. Such Option Letters may not modify the other terms and conditions stated in this Agreement and must decrease the amount budgeted and encumbered for one or more other Work phases so that the total amount of budgeted Agreement Funds remains the same. The State may also change the funding sources so long as the amount budgeted remains the same and the Local Agency contribution does not increase. The State may also issue a unilateral Option Letter to increase and/or decrease the total encumbrance amount of two or more existing Work phases, as long as the total amount of budgeted Agreement Funds remains the same, replacing the original Agreement Funding exhibit (Exhibit C) with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.). ii. Option to Transfer Funds from One Phase to Another Phase. The State may require or permit Local Agency to transfer Agreement Funds from one Work phase (Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another phase as a result of changes to State, federal, and local match funding. In such case, the original funding exhibit (Exhibit C) will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The Agreement Funds transferred from one Work phase to another are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 14 of 29 fully executed Option Letter to Local Agency within thirty (30) days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iii. Option to Exercise Options i and ii. The State may require Local Agency to add a Work phase as detailed in Exhibit A, and encumber and transfer Agreement Funds from one Work phase to another. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The addition of a Work phase and encumbrance and transfer of Agreement Funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within 30 days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iv. Option to Extend Agreement/Phase Term and/or modify the OMB Uniform Guidance. The State, at its discretion, shall have the option to extend the term of this Agreement and/or update a Work Phase Performance Period and/or modify information required under the OMB Uniform Guidance, as outlined in Exhibit C. Any updated version of Exhibit C shall be attached to any executed Option Letter as Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.). In order to exercise this option, the State shall provide written notice to the Local Agency in a form substantially equivalent to Exhibit B. F. Accounting Local Agency shall establish and maintain accounting systems in accordance with generally accepted accounting standards (a separate set of accounts, or as a separate and integral part of its current accounting scheme). Such accounting systems shall, at a minimum, provide as follows: i. Local Agency Performing the Work If Local Agency is performing the Work, it shall document all allowable costs, including any approved Services contributed by Local Agency or subcontractors, using payrolls, time records, invoices, contracts, vouchers, and other applicable records. ii. Local Agency-Checks or Draws Checks issued or draws made by Local Agency shall be made or drawn against properly signed vouchers detailing the purpose thereof. Local Agency shall keep on file all checks, payrolls, invoices, contracts, vouchers, orders, and other accounting documents in the office of Local Agency, clearly identified, readily accessible, and to the extent feasible, separate and apart from all other Work documents. iii. State-Administrative Services The State may perform any necessary administrative support services required hereunder. Local Agency shall reimburse the State for the costs of any such services from the budgeted Agreement Funds as provided for in Exhibit C. If FHWA Agreement Funds are or become unavailable, or if Local Agency terminates this Agreement prior to the Work being approved by the State or otherwise completed, then all actual incurred costs of such services and assistance provided by the State shall be reimbursed to the State by Local Agency at its sole expense. iv. Local Agency-Invoices Local Agency’s invoices shall describe in detail the reimbursable costs incurred by Local Agency for which it seeks reimbursement, the dates such costs were incurred and the amounts thereof, and Local Agency shall not submit more than one invoice per month. v. Invoicing Within 60 Days The State shall not be liable to reimburse Local Agency for any costs invoiced more than 60 days after the date on which the costs were incurred, including costs included in Local Agency’s final invoice. The State may withhold final payment to Local Agency at the State’s sole discretion until completion of final audit. Any costs incurred by Local Agency that are not allowable under 2 C.F.R. Part 200 shall be Local Agency’s responsibility, and the State will deduct such disallowed costs from any payments due to Local Agency. The State will not reimburse costs for Work performed after the Performance Period End Date for a respective Work phase. The State will not reimburse costs for Work performed prior to Performance OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 15 of 29 Period End Date, but for which an invoice is received more than 60 days after the Performance Period End Date. vi. Risk Assessment & Monitoring Pursuant to 2 C.F.R. 200.331(b), – CDOT will evaluate Local Agency’s risk of noncompliance with federal statutes, regulations, and terms and conditions of this Agreement. Local Agency shall complete a Risk Assessment Form (Exhibit L) when that may be requested by CDOT. The risk assessment is a quantitative and/or qualitative determination of the potential for Local Agency’s non-compliance with the requirements of the Federal Award. The risk assessment will evaluate some or all of the following factors: • Experience: Factors associated with the experience and history of the Subrecipient with the same or similar Federal Awards or grants. • Monitoring/Audit: Factors associated with the results of the Subrecipient’s previous audits or monitoring visits, including those performed by the Federal Awarding Agency, when the Subrecipient also receives direct federal funding. Include audit results if Subrecipient receives single audit, where the specific award being assessed was selected as a major program. • Operation: Factors associated with the significant aspects of the Subrecipient’s operations, in which failure could impact the Subrecipient’s ability to perform and account for the contracted goods or services. • Financial: Factors associated with the Subrecipient’s financial stability and ability to comply with financial requirements of the Federal Award. • Internal Controls: Factors associated with safeguarding assets and resources, deterring and detecting errors, fraud and theft, ensuring accuracy and completeness of accounting data, producing reliable and timely financial and management information, and ensuring adherence to its policies and plans. • Impact: Factors associated with the potential impact of a Subrecipient’s non-compliance to the overall success of the program objectives. • Program Management: Factors associated with processes to manage critical personnel, approved written procedures, and knowledge of rules and regulations regarding federal-aid projects. Following Local Agency’s completion of the Risk Assessment Tool (Exhibit L), CDOT will determine the level of monitoring it will apply to Local Agency’s performance of the Work. This risk assessment may be re-evaluated after CDOT begins performing monitoring activities. G. Close Out Local Agency shall close out this Award within 90 days after the Final Phase Performance End Date. If SLFRF Funds are used the Local Agency shall close out that portion of the Award within 45 days after the ARPA Award Expiration Date. Close out requires Local Agency’s submission to the State of all deliverables defined in this Agreement, and Local Agency’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If FHWA or US Treasury has not closed this Federal Award within one (1) year and 90 days after the Final Phase Performance End Date due to Local Agency’s failure to submit required documentation, then Local Agency may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. 8. REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to §19 or pursuant to any exhibit, for any contract having a term longer than 3 months, Local Agency shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than ten (10) Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. If SLFRF Funds are used the report must be in the format of Exhibit P. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 16 of 29 B. Litigation Reporting If Local Agency is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Local Agency’s ability to perform its obligations under this Agreement, Local Agency shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s principal representative identified in §16. C. Performance and Final Status Local Agency shall submit all financial, performance and other reports to the State no later than 60 calendar days after the Final Phase Performance End Date or sooner termination of this Agreement, containing an Evaluation of Subrecipient’s performance and the final status of Subrecipient’s obligations hereunder. D. Violations Reporting Local Agency must disclose, in a timely manner, in writing to the State and FHWA, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. Penalties for noncompliance may include suspension or debarment (2 CFR Part 180 and 31 U.S.C. 3321). 9. LOCAL AGENCY RECORDS A. Maintenance Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Local Agency shall maintain such records for a period (the “Record Retention Period”) pursuant to the requirements of the funding source and for a minimum of three (3) years following the date of submission to the State of the final expenditure report, whichever is longer, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Local Agency in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three (3) years following final disposition of such property. B. Inspection Records during the Record Retention Period. Local Agency shall make Local Agency Records available during normal business hours at Local Agency’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two (2) Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State will monitor Local Agency’s performance of its obligations under this Agreement using procedures as determined by the State. The State shall monitor Local Agency’s performance in a manner that does not unduly interfere with Local Agency’s performance of the Work. Local Agency shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State’s risk analysis of Local Agency. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Local Agency’s performance in a manner that does not unduly interfere with Local Agency’s performance of the Work. If Local Agency enters into a subcontract with an entity that would also be considered a Subrecipient, then the subcontract entered into by Local Agency shall contain provisions permitting both Local Agency and the State to perform all monitoring of that Subcontractor in accordance with the Uniform Guidance. D. Final Audit Report Local Agency shall promptly submit to the State a copy of any final audit report of an audit performed on Local Agency’s records that relates to or affects this Agreement or the Work, whether the audit is conducted OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 17 of 29 by Local Agency or a third party. Additionally, if Local Agency is required to perform a single audit under 2 CFR 200.501, et seq., then Local Agency shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. 10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Local Agency shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Local Agency for the sole and exclusive benefit of the State, unless those State Records are otherwise publicly available at the time of disclosure or are subject to disclosure by Local Agency under CORA. Local Agency shall not, without prior written approval of the State, use for Local Agency’s own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Agreement. Local Agency shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Local Agency shall immediately forward any request or demand for State Records to the State’s principal representative. If Local Agency or any of its Subcontractors will or may receive the following types of data, Local Agency or its Subcontractors shall provide for the security of such data according to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax Information attached to this Award as an Exhibit, if applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business Associate Agreement attached to this Award, if applicable. Local Agency shall immediately forward any request or demand for State Records to the State’s principal representative. B. Other Entity Access and Nondisclosure Agreements Local Agency may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Local Agency shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Agreement, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Local Agency shall provide copies of those signed nondisclosure agreements to the State upon request. C. Use, Security, and Retention Local Agency shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Local Agency shall provide the State with access, subject to Local Agency’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Local Agency shall return State Records provided to Local Agency or destroy such State Records and certify to the State that it has done so, as directed by the State. If Local Agency is prevented by law or regulation from returning or destroying State Confidential Information, Local Agency warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Local Agency becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Local Agency can establish that none of Local Agency or any of its agents, employees, assigns, or Subcontractors are the cause or source of the Incident, Local Agency shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Local Agency shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 18 of 29 may include, but is not limited to, developing, and implementing a remediation plan that is approved by the State at no additional cost to the State. E. Safeguarding Personally Identifying Information “PII” If Local Agency or any of its Subcontracts will or may receive PII under this agreement, Local Agency shall provide for the security for such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Local Agency shall be a “Third Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to, Contractor’s employees, agents and Subcontractors, agrees not to share any PII with any third parties for the purpose of investigating for, participating in, cooperating with, or assisting with Federal immigration enforcement. If Contractor is given direct access to any State databases containing PII, Contractor shall execute, on behalf of itself and its employees, the certification attached hereto as Exhibit S on an annual basis Contractor’s duty and obligation to certify as set forth in Exhibit S shall continue as long as Contractor has direct access to any State databases containing PII. If Contractor uses any Subcontractors to perform services requiring direct access to State databases containing PII, the Contractor shall require such Subcontractors to execute and deliver the certification to the State on an annual basis, so long as the Subcontractor has access to State databases containing PII. 11. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Local Agency shall not engage in any business or activities or maintain any relationships that conflict in any way with the full performance of the obligations of Local Agency under this Agreement. Such a conflict of interest would arise when a Local Agency or Subcontractor’s employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. Officers, employees, and agents of Local Agency may neither solicit nor accept gratuities, favors or anything of monetary value from contractors or parties to subcontracts. B. Apparent Conflicts of Interest Local Agency acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Local Agency shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Local Agency’s obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Local Agency is uncertain whether a conflict or the appearance of a conflict has arisen, Local Agency shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. 12. INSURANCE Local Agency shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies with an AM Best rating of A-VIII or better. A. Local Agency Insurance Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the “GIA”) and shall maintain at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. B. Subcontractor Requirements OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 19 of 29 Local Agency shall ensure that each Subcontractor that is a public entity within the meaning of the GIA, maintains at all times during the terms of this Agreement, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA. Local Agency shall ensure that each Subcontractor that is not a public entity within the meaning of the GIA, maintains at all times during the terms of this Agreement all of the following insurance policies: i. Workers’ Compensation Workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Local Agency or Subcontractor employees acting within the course and scope of their employment. ii. General Liability Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: a. $1,000,000 each occurrence; b. $1,000,000 general aggregate; c. $1,000,000 products and completed operations aggregate; and d. $50,000 any 1 fire. iii. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. iv. Protected Information Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: a. $1,000,000 each occurrence; and b. $2,000,000 general aggregate. v. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: a. $1,000,000 each occurrence; and b. $1,000,000 general aggregate. vi. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: a. $1,000,000 each occurrence; and b. $1,000,000 general aggregate. vii. Cyber/Network Security and Privacy Liability Liability insurance covering all civil, regulatory and statutory damages, contractual damages, data breach management exposure, and any loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of breach, violation or infringement of right to privacy rights through improper use or disclosure of protect consumer data protection law, confidentiality or other legal protection for personal information, as well as State Confidential Information with minimum limits as follows: a. $1,000,000 each occurrence; and OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 20 of 29 b. $2,000,000 general aggregate. C. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Local Agency and Subcontractors. In the event of cancellation of any commercial general liability policy, the carrier shall provide at least 10 days prior written notice to CDOT. D. Primacy of Coverage Coverage required of Local Agency and each Subcontractor shall be primary over any insurance or self-insurance program carried by Local Agency or the State. E. Cancellation All commercial insurance policies shall include provisions preventing cancellation or non-renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Local Agency and Local Agency shall forward such notice to the State in accordance with §16 within 7 days of Local Agency’s receipt of such notice. F. Subrogation Waiver All commercial insurance policies secured or maintained by Local Agency or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Local Agency or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. G. Certificates For each commercial insurance plan provided by Local Agency under this Agreement, Local Agency shall provide to the State certificates evidencing Local Agency’s insurance coverage required in this Agreement within seven (7) Business Days following the Effective Date. Local Agency shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement within seven (7) Business Days following the Effective Date, except that, if Local Agency’s subcontract is not in effect as of the Effective Date, Local Agency shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within seven (7) Business Days following Local Agency’s execution of the subcontract. No later than 15 days before the expiration date of Local Agency’s or any Subcontractor’s coverage, Local Agency shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the State, Local Agency shall, within seven (7) Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this §12. 13. BREACH A. Defined The failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization, or similar law, by or against Local Agency, or the appointment of a receiver or similar officer for Local Agency or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. B. Notice and Cure Period In the event of a breach, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §14 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in the Agreement in order to protect the public interest of the State. 14. REMEDIES A. State’s Remedies OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 21 of 29 If Local Agency is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §13.B, shall have all of the remedies listed in this §14.A. in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Local Agency’s uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Local Agency shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Local Agency shall not incur further obligations or render further performance past the effective date of such notice and shall terminate outstanding orders and subcontracts with third parties. However, Local Agency shall complete and deliver to the State all Work not canceled by the termination notice and may incur obligations as necessary to do so within this Agreement’s terms. At the request of the State, Local Agency shall assign to the State all of Local Agency's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Local Agency shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Local Agency but in which the State has an interest. At the State’s request, Local Agency shall return materials owned by the State in Local Agency’s possession at the time of any termination. Local Agency shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State’s request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Local Agency for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Local Agency was not in breach or that Local Agency's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.C. c. Damages and Withholding Notwithstanding any other remedial action by the State, Local Agency shall remain liable to the State for any damages sustained by the State in connection with any breach by Local Agency, and the State may withhold payment to Local Agency for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Local Agency is determined. The State may withhold any amount that may be due Local Agency as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Local Agency’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Local Agency to an adjustment in price or cost or an adjustment in the performance schedule. Local Agency shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Local Agency after the suspension of performance. b. Withhold Payment Withhold payment to Local Agency until Local Agency corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Local Agency’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 22 of 29 d. Removal Demand immediate removal from the Work of any of Local Agency’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. Intellectual Property If any Work infringes a patent, copyright, trademark, trade secret, or other intellectual property right, Local Agency shall, as approved by the State (a) secure that right to use such Work for the State or Local Agency; (b) replace the Work with non infringing Work or modify the Work so that it becomes non infringing; or, (c) remove any infringing Work and refund the amount paid for such Work to the State. B. Local Agency’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Local Agency, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity. 15. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Local Agency for resolution. B. Resolution of Controversies If the initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of CDOT as described in §24-101-301(30), C.R.S. for resolution in accordance with the provisions of §§24-106-109, 24- 109-101.1, 24-109-101.5, 24-109-106, 24-109-107, 24-109-201 through 24-109-206, and 24-109-501 through 24-109-505, C.R.S., (the “Resolution Statutes”), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations. C. Questions of Fact Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of CDOT. In connection with any appeal proceeding under this clause, Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, Local Agency shall proceed diligently with the performance of this Agreement in accordance with the Chief Engineer’s decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals shall be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein. Nothing in this Agreement, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law. 16. NOTICES AND REPRESENTATIVES Each individual identified below shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) by hand with receipt required, (ii) by certified or registered mail to such Party’s principal representative at the address set forth below OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 23 of 29 or (iii) as an email with read receipt requested to the principal representative at the email address, if any, set forth below. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s principal representative at the address set forth below. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §16 without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. For the State Colorado Department of Transportation (CDOT) Cristobal Abbud, R-1 Local Agency Coordinator CDOT - R1 2829 W Howard Pl. Denver, CO 80204 303-512-4135 Cristobal.Abbudgarcia@state.co.us For the Local Agency CITY OF WHEAT RIDGE Mark Ruote, Parks Project Coordinator 7490 W. 45th Avenue Wheat Ridge, CO 80033 303-205-7553 mruote@ci.wheatridge.co.us yyyyyyy 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Local Agency hereby grants to the State a perpetual, irrevocable, non-exclusive, royalty free license, with the right to sublicense, to make, use, reproduce, distribute, perform, display, create derivatives of and otherwise exploit all intellectual property created by Local Agency or any Subcontractors. Local Agency assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. Whether or not Local Agency is under contract with the State at the time, Local Agency shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. i. Copyrights To the extent that the Work Product (or any portion of the Work Product) would not be considered works made for hire under applicable law, Local Agency hereby assigns to the State, the entire right, title, and interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Local Agency cannot make any of the assignments required by this section, Local Agency hereby grants to the State a perpetual, irrevocable, royalty-free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. Patents OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 24 of 29 In addition, Local Agency grants to the State (and to recipients of Work Product distributed by or on behalf of the State) a perpetual, worldwide, no-charge, royalty-free, irrevocable patent license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate, modify and propagate the contents of the Work Product. Such license applies only to those patent claims licensable by Local Agency that are necessarily infringed by the Work Product alone, or by the combination of the Work Product with anything else used by the State. iii. Assignments and Assistance Whether or not the Local Agency is under Agreement with the State at the time, Local Agency shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. Local Agency assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, State software, research, reports, studies, photographs, negatives, or other documents, drawings, models, materials, data, and information shall be the exclusive property of the State (collectively, “State Materials”). Local Agency shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Local Agency’s obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Local Agency shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Local Agency Local Agency retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Local Agency including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third-party materials, delivered by Local Agency under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, “Local Agency Property”). Local Agency Property shall be licensed to the State as set forth in this Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the applicable third-party vendor, or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 18. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. The following applies through June 30, 2022: no term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Local Agency under this Agreement is $100,000 or greater, either on the Effective Date or at any time thereafter, this §19 shall apply. Local Agency agrees to be governed by and comply with the provisions of §24-106-103, §24-102-206, §24-106-106, §24-106-107 C.R.S. regarding the monitoring of vendor performance and the reporting of contract performance information in the State’s contract management system (“Contract Management System” or “CMS”). Local Agency’s performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 20. GENERAL PROVISIONS A. Assignment OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 25 of 29 Local Agency’s rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Local Agency’s rights and obligations approved by the State shall be subject to the provisions of this Agreement B. Subcontracts Local Agency shall not enter into any subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Local Agency shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts entered into by Local Agency in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. C. Binding Effect Except as otherwise provided in §20.A. all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Contract by reference. H. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. I. Jurisdiction and Venue All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. J. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than contract amendments, shall conform to the policies promulgated by the Colorado State Controller. K. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 26 of 29 L. Order of Precedence In the event of a conflict or inconsistency between this Agreement and any exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. The provisions of the other sections of the main body of this Agreement. ii. Exhibit N, Federal Treasury Provisions. iii. Exhibit F, Certification for Federal-Aid Contracts. iv. Exhibit G, Disadvantaged Business Enterprise. v. Exhibit I, Federal-Aid Contract Provisions for Construction Contracts. vi. Exhibit J, Additional Federal Requirements. vii. Exhibit K, Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental Federal Provisions. viii. Exhibit L, Sample Sub-Recipient Monitoring and Risk Assessment Form. ix. Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal Awards (the “Uniform Guidance”). x. Exhibit O, Agreement with Subrecipient of Federal Recovery Funds. xi. Exhibit R. Applicable Federal Awards. xii Colorado Special Provisions in the main body of this Agreement. xiii. Exhibit A, Scope of Work. xiv. Exhibit H, Local Agency Procedures for Consultant Services. xv. Exhibit B, Sample Option Letter. xvi. Exhibit C, Funding Provisions. xvii. Exhibit P, SLFRF Subrecipient Quarterly Report. xviii. Exhibit Q, SLFRF Reporting Modification Form. xix. Exhibit D, Local Agency Resolution. xx. Exhibit E, Local Agency Contract Administration Checklist. xxi. Exhibit S, PII Certification. xxii. Exhibit T, Checklist of Required Exhibits Dependent on Funding Source. xxiii. Other exhibits in descending order of their attachment. M. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of the Agreement. N. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of the Agreement shall survive the termination or expiration of the Agreement and shall be enforceable by the other Party. O. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described in §20.C, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement, and do not create any rights for such third parties. P. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107 C.R.S., if any, are subject to public release through the CORA. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 27 of 29 R. Standard and Manner of Performance Local Agency shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Local Agency’s industry, trade, or profession. S. Licenses, Permits, and Other Authorizations. Local Agency shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. T. Compliance with State and Federal Law, Regulations, and Executive Orders Local Agency shall comply with all State and Federal law, regulations, executive orders, State and Federal Awarding Agency policies, procedures, directives, and reporting requirements at all times during the term of this Agreement. U. Accessibility i. Local Agency shall comply with and the Work Product provided under this Agreement shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the Governor’s Office of Information Technology (OIT), pursuant to Section §24-85-103 (2.5), C.R.S. Local Agency shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. ii. Each Party agrees to be responsible for its own liability incurred as a result of its participation in and performance under this Agreement. In the event any claim is litigated, each Party will be responsible for its own attorneys’ fees, expenses of litigation, or other costs. No provision of this Agreement shall be deemed or construed to be a relinquishment or waiver of any kind of the applicable limitations of liability provided to either the Local Agency or the State by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq. and Article XI of the Colorado Constitution. Nothing in the Agreement shall be construed as a waiver of any provision of the State Fiscal Rules. iii. The State may require Local Agency’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the State to attest to Local Agency’s Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. V. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Local Agency. Local Agency shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Local Agency may wish to have in place in connection with this Agreement. 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts. Contractor refers to Local Agency. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the State’s Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 28 of 29 Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the Parties, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. Any term included in this Contract that limits Contractor’s liability that is not void under this section shall apply only in excess of any insurance to be maintained under this Contract, and no insurance policy shall be interpreted as being subject to any limitations of liability of this Contract. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. OLA #: 331003147 Routing #: 24-HA1-XC-00192 Document Builder Generated Rev. 05/24/2022 Page 29 of 29 The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor’s services and Contractor shall not employ any person having such known interests. 22. FEDERAL REQUIREMENTS Local Agency and/or their contractors, subcontractors, and consultants shall at all times during the execution of this Agreement strictly adhere to, and comply with, all applicable federal and State laws, and their implementing regulations, as they currently exist and may hereafter be amended. A summary of applicable federal provisions are attached hereto as Exhibit F, Exhibit I, Exhibit J, Exhibit K, Exhibit M, Exhibit N and Exhibit O are hereby incorporated by this reference. 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) Local Agency will comply with all requirements of Exhibit G and Exhibit E, Local Agency Contract Administration Checklist, regarding DBE requirements for the Work, except that if Local Agency desires to use its own DBE program to implement and administer the DBE provisions of 49 C.F.R. Part 26 under this Agreement, it must submit a copy of its program’s requirements to the State for review and approval before the execution of this Agreement. If Local Agency uses any State- approved DBE program for this Agreement, Local Agency shall be solely responsible to defend that DBE program and its use of that program against all legal and other challenges or complaints, at its sole cost and expense. Such responsibility includes, without limitation, determinations concerning DBE eligibility requirements and certification, adequate legal and factual bases for DBE goals and good faith efforts. State approval (if provided) of Local Agency’s DBE program does not waive or modify the sole responsibility of Local Agency for use of its program. Exhibit A - Page 1 of 1 EXHIBIT A SCOPE OF WORK Name of Project: PEAKS TO PLAINS TRAIL IN WHEAT RIDGE Project Number: TAP M361-014 SubAccount #: 25879 The scope of work for the Clear Creek Trail Maintenance Replacement Project will include the removal and replacement of existing concrete and asphalt trail sections with new concrete trail. Scope of work will also include the addition of a small section of trail/drainage connecting to Otis St. Along the Peaks to Plains Trail, this project will reconstruct two sections of existing 8'-wide asphalt and four sections of 8'-wide concrete to become the trail standard 10'-wide concrete with 2'-wide crusher fines shoulders on each side where feasible. There is also a proposed new trail connection from Marshall St. at Creekside Park. If ARPA funds are used, all ARPA funds must be encumbered by December 31, 2024. All work funded by ARPA must be completed by December 31, 2026 and all bills must be submitted to CDOT for payment by January 31, 2027. These bills must be paid by CDOT by March 31, 2027. By accepting funds for this Scope of Work, Local Agency acknowledges, understands, and accepts the continuing responsibility for the safety of the traveling public after initial acceptance of the project. Local Agency is responsible for maintaining and operating the scope of work described in this Exhibit A constructed under this Agreement at its own cost and expense during its useful life. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Exhibit B - Page 1 of 2 EXHIBIT B SAMPLE IGA OPTION LETTER Date State Fiscal Year Option Letter No. Project Code Original Agreement # Vendor Name: Option to unilaterally add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous and to update encumbrance amount(s). Option to unilaterally transfer funds from one phase to another phase. Option to unilaterally add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous, to update encumbrance amount(s), and to unilaterally transfer funds from one phase to another phase. Option to unilaterally extend the term of this Agreement and/or update a Work Phase Performance Period and/or modify OMB Guidance. Option A In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option to authorize the Local Agency to add a phase and to encumber funds for the phase based on changes in funding availability and authorization. The total encumbrance is (or increased) by $0.00. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option B In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option to transfer funds based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option C In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option to 1) release the Local Agency to begin a phase; 2) to encumber funds for the phase based upon changes in funding availability and authorization; and 3) to transfer funds from phases based on variance in actual phase costs and Exhibit B - Page 2 of 2 original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option D In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option extend the term of this Agreement and/or update a Work Phase Performance Period and/or modify information required under the OMB Uniform Guidance, as outlined in Exhibit C.This is made part of the original Agreement and replaces the Expiration Date shown on the Signature and Cover Page. Any updated version of Exhibit C shall be attached to anyexecuted Option Letter as Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.). The effective date of this option letter is upon approval of the State Controller or delegate. STATE OF COLORADO Jared S. Polis Department of Transportation By: ___________________________________________ Keith Stefanik, P.E., Chief Engineer (For) Shoshana M. Lew, Executive Director Date: _________________________________________ ALL AGREEMENTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Agreements. This Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. STATE OF COLORADO STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ______________________________________ Colorado Department of Transportation Date:__________________________________ Federal $ State $ LA Work (1 SA) Exhibit C- Page 1 of 2 EXHIBIT C- FUNDING PROVISIONS City of Wheat Ridge - TAP M361-014 (25879) A.Cost of Work EstimateThe Local Agency has estimated the total cost of the Work to be $1,189,636.00, which is to be funded asfollows:1.FUNDINGa.Federal Funds(80% of TAP Award) $951,709.00 b.Local Agency Funds(20% of TAP Award) $237,927.00 ____________________________________________________________________________________ TOTAL FUNDS ALL SOURCES $1,189,636.00 ____________________________________________________________________________________ 2.OMB UNIFORM GUIDANCEa.Federal Award Identification Number (FAIN): b.Name of Federal Awarding Agency: c.Local Agency Unique Entity Identifier TBD FHWA TEAYNF4J6VC8 d.Assistance Listing # Highway Planning and Construction ALN 20.205 e.Is the Award for R&D? No f.Indirect Cost Rate (if applicable) N/A g.Amount of Federal Funds Obligated by this Action: $0.00 h. Amount of Federal Funds Obligated to Date (including this Action): $0.00 ____________________________________________________________________________________ 3. ESTIMATED PAYMENT TO LOCAL AGENCYa.Federal Funds Budgeted $951,709.00 b. Less Estimated Federal Share of CDOT-Incurred Costs $0.00 ____________________________________________________________________________________ TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY 80% $951,709.00 TOTAL ESTIMATED FUNDING BY LOCAL AGENCY 20% $237,927.00 TOTAL PROJECT ESTIMATED FUNDING 100% $1,189,636.00 ________________________________________________________________________________ 4.FOR CDOT ENCUMBRANCE PURPOSESa.Total Encumbrance Amount (Federal + Local Agency Funds) $1,189,636.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 ____________________________________________________________________________________ NET TO BE ENCUMBERED BY CDOT IS AS FOLLOWS $1,189,636.00 ____________________________________________________________________________________ Note: No funds are currently available. Design and Construction funds will become available after execution of an Option letter (Exhibit B) or formal Amendment. ____________________________________________________________________________________ WBS Element 25879.10.30 Performance Period Start*/End Date Design 3020 $0.00 TBD - TBD WBS Element 25879.20.10 Performance Period Start*/End Date Const. 3301 $0.00 TBD - TBD ____________________________________________________________________________________ *The Local Agency should not begin work until all three (3) of the following are in place: 1) PhasePerformance Period Start Date; 2) the execution of the document encumbering funds for the respectivephase; and 3) Local Agency receipt of the official Notice to Proceed. Any work performed before thesethree (3) milestones are achieved will not be reimbursable. B.Funding Ratios The funding ratio for the federal funds for this Work is 80% federal to 20% Local Agency funds, and thisratio applies only to the $1,189,636.00 that is eligible for federal funding. All other costs are borne by the Exhibit C - Page 2 of 2 Local Agency at 100%. If the total cost of performance of the Work exceeds $1,189,636.00, and additional federal funds are not available, the Local Agency shall pay all such excess costs. If the total cost of performance of the Work is less than $1,189,636.00, then the amounts of Local Agency and federal funds will be decreased in accordance with the funding ratio described in A1. This applies to the entire scope of Work. C. Maximum Amount Payable The maximum amount payable to the Local Agency under this Agreement shall be $951,709.00. For CDOT accounting purposes, the federal funds of $951,709.00, and the Local Agency funds of $237,927.00 will be encumbered for a total encumbrance of $1,189,636.00, unless this amount isincreased by an executed amendment before any increased cost is incurred. The total budget of thisproject is $1,189,636.00, unless this amount is increased by an executed amendment before anyincreased cost is incurred. The total cost of the Work is the best estimate available, based on the design data as approved at the time of execution of this Agreement, and any cost is subject to revisions agreedto by the parties prior to bid and award. The maximum amount payable will be reduced withoutamendment when the actual amount of the Local Agency’s awarded Agreement is less than the budgetedtotal of the federal funds and the Local Agency funds. The maximum amount payable will be reducedthrough the execution of an Option Letter as described in Section 7. E. of this contract. This applies tothe entire scope of Work. D. Single Audit Act Amendment All state and local government and non-profit organizations receiving $750,000 or more from all fundingsources defined as federal financial assistance for Single Audit Act Amendment purposes shall comply with the audit requirements of 2 CFR part 200, subpart F (Audit Requirements) see also, 49 CFR 18.20through 18.26. The Single Audit Act Amendment requirements applicable to the Local Agency receiving federal funds are as follows: i.Expenditure less than $750,000 If the Local Agency expends less than $750,000 in Federal funds (all federal sources, not justHighway funds) in its fiscal year then this requirement does not apply. ii.Expenditure of $750,000 or more-Highway Funds OnlyIf the Local Agency expends $750,000 or more, in Federal funds, but only received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specificaudit shall be performed. This audit will examine the “financial” procedures and processes for this program area. iii.Expenditure of $750,000 or more-Multiple Funding Sources If the Local Agency expends $750,000 or more in Federal funds, and the Federal funds are frommultiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire organization/entity. iv.Independent CPA Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. Anaudit is an allowable direct or indirect cost. Exhibit D - Page 1 of 1 EXHIBIT D LOCAL AGENCY RESOLUTION (IF APPLICABLE) Exhibit E- Local Agency Contract Administration Checklist Exhibit E – Page 1 of 5 CDOT form 1243 7/22 COLORADO DEPARTMENT OF TRANSPORTATION LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No. TAP M361-014 STIP No. SR15098 Project Code 25879 Region R-1 Project Location Peaks to Plains Trail in Wheat Ridge primarily between Creekside Park and Wadsworth Boulevard with a section adjacent to Prospect Park. Date 7/25/2023 Project Description: Reconstruct two sections of existing 8'-wide asphalt and four sections of 8'-wide concrete to become the trail standard 10'- wide concrete with 2'-wide crusher fines shoulders on each side where feasible Local Agency Wheat Ridge Local Agency Project Manager Brandon Altenburg CDOT Resident Engineer Maria Hajiaghaee CDOT Project Manager Cristobal Abbud INSTRUCTIONS: This checklist shall be used to establish the contractual administrative responsibilities of the individual parties to this agreement. The checklist becomes an attachment to the Local Agency Agreement. Section numbers (NO.) correspond to the applicable chapters of the CDOT Local Agency Desk Reference (Local Agency Manual). LAWR numbers correspond to the applicable flowchart in the Local Agency Web Resource. The checklist shall be prepared by placing an X under the responsible party, opposite each of the tasks. The X denotes the party responsible for initiating and executing the task. Only one responsible party should be selected. When neither CDOT nor the Local Agency is responsible for a task, not applicable (NA) shall be noted. In addition, # will denote that CDOT must concur or approve. Tasks that will be performed by Headquarters staff are indicated with an X in the CDOT column under Responsible Party. The Regions, in accordance with established policies and procedures, will determine who will perform all other tasks that are the responsibility of CDOT. The checklist shall be prepared by the CDOT Resident Engineer or the CDOT Project Manager, in cooperation with the Local Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change, the CDOT Resident Engineer, in cooperation with the Local Agency Project Manager, will prepare and distribute a revised checklist. Note: Failure to comply with applicable Federal and State requirements may result in the loss of Federal or State participation in funding. LA WR NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT TIP / STIP AND LONG-RANGE PLANS 2.1 Review Project to ensure it is consistent with Statewide Plan and amendments thereto X FEDERAL FUNDING OBLIGATION AND AUTHORIZATION 4.1 Authorize funding by phases (Requires FHWA concurrence/involvement if Federal-aid Highway funded project.). Please write in "NA", if Not Applicable. x PROJECT DEVELOPMENT 1 5.1 Prepare Design Data - CDOT Form 463 X 5.2 Determine Delivery Method X 5.3 Prepare Local Agency/CDOT Inter-Governmental Agreement (see also Chapter 3) X 2 5.4 Conduct Consultant Selection/Execute Consultant Agreement • Project Development • Construction Contract Administration (including Fabrication Inspection Services) X X # # 3,3A 5.5 Conduct Design Scoping Review Meeting X X 3,6 5.6 Conduct Public Involvement X Exhibit E- Local Agency Contract Administration Checklist Exhibit E – Page 2 of 5 CDOT form 1243 7/22 LA WR NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT 3 5.7 Conduct Field Inspection Review (FIR) X # 4 5.8 Conduct Environmental Processes (may require FHWA concurrence/involvement) X # 5 5.9 Acquire Right-of-Way (may require FHWA concurrence/involvement) X 3 5.10 Obtain Utility and Railroad Agreements X # 3 5.11 Conduct Final Office Review (FOR) X # 3A 5.12 Justify Force Account Work by the Local Agency X # 3B 5.13 Justify Proprietary, Sole Source, or Local Agency Furnished Items X # 3 5.14 Document Design Exceptions - CDOT Form 464 X # 5.15 Seek Approval of Guaranty and Warranty Clauses X # 5.16 Justify Colorado Residency Labor Preference X # 5.17 Seek Approval of Specifications on Local Agency Projects X # 3 5.18 Prepare Plans, Specifications, Construction Cost Estimates and Submittals X 5.19 Comply with Requirements for Off-and On-System Bridges & Other Structural Work X # 5.20 Update Approvals on PS&E Package if Project Schedule Delayed X # 5.21 Ensure Authorization of Funds for Construction X 5.22 Use Electronic Signatures X 5.23 File Project Records/Documentation in ProjectWise X PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE 3 6.1 Set Disadvantaged Business Enterprise (DBE) Goals for Consultant and Construction Contracts (CDOT Region EEO/Civil Rights Specialist). X 6.2 Determine Applicability of Davis-Bacon Act This project ☐ is ☒ is not exempt from Davis-Bacon requirements as determined by the functional classification of the project location (Projects located on local roads and rural minor collectors may be exempt.) Maria Hajiaghaee 7/25/2023 CDOT Resident Engineer Date X 6.3 Set On-the-Job Training Goals (CDOT Region EEO/Civil Rights Specialist) “NA”, if Not Applicable X 6.4 Enforce Prompt Payment Requirements X 6.5 Use Electronic Tracking and Submission Systems – B2Gnow ☒ LCPtracker ☒ 3 6.6 Prepare/submit Title VI Plan and Incorporate Title VI Assurances X 6,7 Ensure the correct Federal Wage Decision, all required Disadvantaged Business Enterprise/On-the-Job Training special provisions and FHWA Form 1273 are included in the Contract (CDOT Resident Engineer) X # ADVERTISE, BID AND AWARD of CONSTRUCTION PROJECTS Federal Project (use 7.1 series in Chapter 7) ☒ Non-Federal Project (Use 7.2 series in Chapter 7) ☐ 6,7 Obtain Approval for Advertisement Period of Less Than Three Weeks; X # 7 Advertise for Bids X # 7 Concurrence to Advertise X 7 Distribute “Advertisement Set” of Plans and Specifications X 7 Review Worksite & Plan Details w/ Prospective Bidders While Project Is Under Ad X 7 Open Bids X 7 Process Bids for Compliance Check CDOT Form 1415 – Commitment Confirmation when the low bidder meets DBE goals. (Please write in "NA", if Not Applicable) X Evaluate CDOT Form 1416 - Good Faith Effort Report and determine if the Contractor has made a good faith effort when the low bidder does not meet DBE goals. "NA", if Not Applicable. X Submit required documentation for CDOT award concurrence X Exhibit E- Local Agency Contract Administration Checklist Exhibit E – Page 3 of 5 CDOT form 1243 7/22 LA WR NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT Concurrence from CDOT to Award X Approve Rejection of Low Bidder X 7,8 Award Contract (federal) X # 8 Provide “Award” and “Record” Sets of Plans and Specifications (federal) X # CONSTRUCTION MANAGEMENT 8 8.1 Issue Notice to Proceed to the Contractor X # 8 8.2 Project Safety X Pre-construction Conference (Appendix B) • Fabrication Inspection Notifications X Pre-survey • Construction staking • Monumentation X X Partnering (Optional) N/A N/A Structural Concrete Pre-Pour (Agenda is in CDOT Construction Manual) X Concrete Pavement Pre-Paving (Agenda is in CDOT Construction Manual) X HMA Pre-Paving (Agenda is in CDOT Construction Manual) X 8 8.4 Develop and distribute Public Notice of Planned Construction to media and local residents 9 8.5 Supervise Construction A Professional Engineer (PE) registered in Colorado, who will be “in responsible charge of construction supervision.” Mark Westberg 303-235-2863 X Local Agency Professional Engineer or CDOT Resident Engineer Phone number Provide competent, experienced staff who will ensure the Contract work is constructed in accordance with the plans and specifications X Construction inspection and documentation (including projects with structures) X Fabrication Inspection and documentation X 9 8.6 Review and Approve Shop Drawings X # 9 8.7 Perform Traffic Control Inspections X 9 8.8 Perform Construction Surveying X 9 8.9 Monument Right-of-Way X 9,9A 8.10 Prepare and Approve Interim and Final Contractor Pay Estimates. Collect and review CDOT Form 1418 (or equivalent) Provide the name and phone number of the person authorized for this task. Brandon Altenburg 303-231-1317 _____________________________________________ ____________________ Local Agency Representative Phone number X # 9 8.11 Prepare and Approve Interim and Final Utility and Railroad Billings X # 9B 8.12 Prepare and Authorize Change Orders X X 9B 8.13 Submit Change Order Package to CDOT X 9A 8.14 Prepare Local Agency Reimbursement Requests X 9 8.15 Monitor Project Financial Status X # 9 8.16 Prepare and Submit Monthly Progress Reports X # 9 8.17 Resolve Contractor Claims and Disputes X # 8.18 Conduct Routine and Random Project Reviews Provide the name and phone number of the person responsible for this task. Maria Hajiaghaee 303.757.9914 _____________________________________________ ____________________ CDOT Resident Engineer Phone number X 9 8.19 Ongoing Oversight of DBE Participation X Exhibit E- Local Agency Contract Administration Checklist Exhibit E – Page 4 of 5 CDOT form 1243 7/22 LA WR NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT MATERIALS 9,9C 9.1 Discuss Materials at Pre-Construction Meeting • Buy America documentation required prior to installation of steel X X X # 9,9C 9.2 Complete CDOT Form 250 - Materials Documentation Record • Generate form, which includes determining the minimum number of required tests and applicable material submittals for all materials placed on the project • Update the form as work progresses • Complete and distribute form after work is completed X X X X 9C 9.3 Perform Project Acceptance Samples and Tests X 9C 9.4 Perform Laboratory Verification Tests X 9C 9.6 Accept Manufactured Products Inspection of structural components: On-system requires CDOT Approval • Fabrication of structural steel and pre-stressed concrete structural components • Bridge modular expansion devices (0” to 6” or greater) • Fabrication of bearing devices X # X # X # 9C 9.6 Approve Sources of Materials: On-system requires CDOT Approval X # 9C 9.7 Independent Assurance Testing (IAT) On-system requires CDOT Approval X X X Local Agency Procedures ☐ CDOT Procedures ☒ • Generate IAT schedule • Schedule and provide notification • Conduct IAT 9C 9.8 Approve mix designs On-system requires CDOT Approval • Concrete • Hot mix asphalt X X # # 9C 9.9 Check Final Materials Documentation X 9C 9.10 Complete and Distribute Final Materials Documentation X CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE 9 10.1 Fulfill Project Bulletin Board and Pre-Construction Packet Requirements X 8,9 10.2 Process CDOT Form 205 - Sublet Permit Application and CDOT Form 1425 – Supplier Application Approval Request. Review & sign completed forms, as applicable, and submit to EEO/Civil Rights Specialist. X X 9 10.3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee Interviews. Complete CDOT Form 280 X 9 10.4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the “Commercially Useful Function” Requirements X 9 10.5 Conduct Interviews When Project Utilizes On-the-Job Trainees. • Complete CDOT Form 1337 – Contractor Commitment to Meet OJT Requirements. • Complete CDOT Form 838 – OJT Trainee / Apprentice Record. • Complete CDOT Form 200 - OJT Training Questionnaire X 9 10.6 Check Certified Payrolls (Contact the Region EEO/Civil Rights Specialists for training requirements.) X 9 10.7 Submit FHWA Form 1391 - Highway Construction Contractor’s Annual EEO Report X 10.8 Contract Compliance and Project Site Reviews X FINALS 11.1 Conduct Final Project Inspection. X X 10 11.2 Write Final Project Acceptance Letter X 10 11.3 Advertise for Final Settlement X 11 11.4 Prepare and Distribute Final As-Constructed Plans X 11 11.5 Prepare EEO Certification and Collect EEO Forms X Exhibit E- Local Agency Contract Administration Checklist Exhibit E – Page 5 of 5 CDOT form 1243 7/22 11 11.6 Check Final Quantities, Plans, and Pay Estimate; Check Project Documentation; and submit Final Certifications X LA WK NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT 11 11.7 Check Material Documentation and Accept Final Material Certification (See Chapter 9) X X 11.8 Review CDOT Form 1419 X 11.9 Submit CDOT Professional Services Closeout Report Form 11.10 Complete and Submit CDOT Form 1212 LA – Final Acceptance Report (by CDOT) X X 11 11.11 Process Final Payment X 11.12 Close out Local Project X X 11.13 Complete and Submit CDOT Form 950 - Project Closure X 11 11.14 Retain Project Records X 11 11.15 Retain Final Version of Local Agency Contract Administration Checklist X X cc: CDOT Resident Engineer/Project Manager CDOT Region Program Engineer CDOT Region EEO/Civil Rights Specialist CDOT Region Materials Engineer CDOT Contracts and Market Analysis Branch Local Agency Project Manager Exhibit F - Page 1 of 1 EXHIBIT F CERTIFICATION FOR FEDERAL-AID CONTRACTS The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, 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 Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, loan, 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 of Congress, or an employee of a Member of Congress in connection with this Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub- recipients shall certify and disclose accordingly. Exhibit G - Page 1 of 1 EXHIBIT G DISADVANTAGED BUSINESS ENTERPRISE SECTION 1. Policy. It is the policy of the Colorado Department of Transportation (CDOT) that disadvantaged business enterprises shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement, pursuant to 49 CFR Part 26. Consequently, the 49 CFR Part IE DBE requirements the Colorado Department of Transportation DBE Program (or a Local Agency DBE Program approved in advance by the State) apply to this agreement. SECTION 2. DBE Obligation. The recipient or the Local Agency agrees to ensure that disadvantaged business enterprises as determined by the Office of Certification at the Colorado Department of Regulatory Agencies have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all participants or contractors shall take all necessary and reasonable steps in accordance with the CDOT DBE program (or a Local Agency DBE Program approved in advance by the State) to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of CDOT assisted contracts. SECTION 3 DBE Program. The Local Agency (sub-recipient) shall be responsible for obtaining the Disadvantaged Business Enterprise Program of the Colorado Department of Transportation, 1988, as amended, and shall comply with the applicable provisions of the program. (If applicable). A copy of the DBE Program is available from and will be mailed to the Local Agency upon request: Business Programs Office Colorado Department of Transportation 2829 West Howard Place Denver, Colorado 80204 Phone: (303) 757-9007 REQUIRED BY 49 CFR PART 26 Exhibit H - Page 1 of 2 EXHIBIT H LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded Local Agency project agreement administered by CDOT that involves professional consultant services. 23 CFR 172.1 states “The policies and procedures involve federally funded contracts for engineering and design related services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure that a qualified consultant is obtained through an equitable selection process, that prescribed work is properly accomplished in a timely manner, and at fair and reasonable cost” and according to 23 CFR 172.5 “Price shall not be used as a factor in the analysis and selection phase.” Therefore, local agencies must comply with these CFR requirements when obtaining professional consultant services under a federally funded consultant contract administered by CDOT. CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related operations guidebook titled "Obtaining Professional Consultant Services". This directive and guidebook incorporate requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq. Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements and Consultant Management Unit. [Local agencies should have their own written procedures on file for each method of procurement that addresses the items in 23 CFR 172]. Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the subsequent steps serve as a short-hand guide to CDOT procedures that a Local Agency must follow in obtaining professional consultant services. This guidance follows the format of 23 CFR 172. The steps are: 1. The contracting Local Agency shall document the need for obtaining professional services. 2. Prior to solicitation for consultant services, the contracting Local Agency shall develop a detailed scope of work and a list of evaluation factors and their relative importance. The evaluation factors are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for use during negotiations. 3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S. 24-30- 1405. The public notice period, when such notice is required, is a minimum of 15 days prior to the selection of the three most qualified firms and the advertising should be done in one or more daily newspapers of general circulation. 4. The Local Agency shall not advertise any federal aid contract without prior review by the CDOT Regional Civil Rights Office (RCRO) to determine whether the contract shall be subject to a DBE contract goal. If the RCRO determines a goal is necessary, then the Local Agency shall include the goal and the applicable provisions within the advertisement. The Local Agency shall not award a contract to any Contractor or Consultant without the confirmation by the CDOT Civil Rights and Business Resource Center that the Contractor or Consultant has demonstrated good faith efforts. The Local Agency shall work with the CDOT RCRO to ensure compliance with the established terms during the performance of the contract. 5. The Local Agency shall require that all contractors pay subcontractors for satisfactory performance of work no later than 30 days after the receipt of payment for that work from the contractor. For construction projects, this time period shall be reduced to seven days in accordance with Colorado Revised Statute 24-91-103(2). If the Local Agency withholds retainage from contractors and/or allows contractors to withhold retainage from subcontractors, such retainage provisions must comply with 49 CFR 26.29. 6. Payments to all Subconsultants shall be made within thirty days of receipt of payment from [the Local Agency] or no later than ninety days from the date of the submission of a complete invoice from the Subconsultant, whichever occurs first. If the Consultant has good cause to dispute an amount invoiced by a Subconsultant, the Consultant shall notify [the Local Agency] no later than the required date for payment. Such notification shall include the amount disputed and justification for the withholding. The Consultant shall maintain records of payment that show amounts paid to all Subconsultants. Good cause does not include the Consultant’s failure to submit an invoice to the Local Agency or to deposit payments made. 7. The analysis and selection of the consultants shall be done in accordance with CRS §24-30-1403. This section of the regulation identifies the criteria to be used in the evaluation of CDOT pre-qualified prime consultants and their team. It also shows which criteria are used to short-list and to make a final selection. The short-list is based on the following evaluation factors: a. Qualifications, Exhibit H - Page 2 of 2 b. Approach to the Work, c. Ability to furnish professional services. d. Anticipated design concepts, and e. Alternative methods of approach for furnishing the professional services. Evaluation factors for final selection are the consultant's: a. Abilities of their personnel, b. Past performance, c. Willingness to meet the time and budget requirement, d. Location, e. Current and projected work load, f. Volume of previously awarded contracts, and g. Involvement of minority consultants. 8. Once a consultant is selected, the Local Agency enters into negotiations with the consultant to obtain a fair and reasonable price for the anticipated work. Pre-negotiation audits are prepared for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration, and degree of risk involved in the work. Profit is in the range of six to 15 percent of the total direct and indirect costs. 9. A qualified Local Agency employee shall be responsible and in charge of the Work to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the contract. At the end of Work, the Local Agency prepares a performance evaluation (a CDOT form is available) on the consultant. CRS §§24-30-1401 THROUGH 24-30-1408, 23 CFR PART 172, AND P.D. 400.1, PROVIDE ADDITIONAL DETAILS FOR COMPLYING WITH THE PRECEEDING EIGHT (8) STEPS. Exhibit I - Page 1 of 13 FHWA-1273 -- Revised July 5, 2022 I. GeneralII. NondiscriminationIII. Non-segregated FacilitiesIV.Davis-Bacon and Related Act ProvisionsV.Contract Work Hours and Safety Standards ActProvisionsVI.Subletting or Assigning the ContractVII.Safety: Accident PreventionVIII. False Statements Concerning Highway ProjectsIX.Implementation of Clean Air Act and Federal WaterPollution Control ActX. Certification Regarding Debarment, Suspension,Ineligibility and Voluntary ExclusionXI. Certification Regarding Use of Contract Funds forLobbyingXII. Use of United States-Flag Vessels: ATTACHMENTS A. Employment and Materials Preference for AppalachianDevelopment Highway System or Appalachian Local AccessRoad Contracts (included in Appalachian contracts only) I. GENERAL 1.Form FHWA-1273 must be physically incorporated in eachconstruction contract funded under title 23, United StatesCode, as required in 23 CFR 633.102(b) (excludingemergency contracts solely intended for debris removal). Thecontractor (or subcontractor) must insert this form in eachsubcontract and further require its inclusion in all lower tiersubcontracts (excluding purchase orders, rental agreementsand other agreements for supplies or services). 23 CFR633.102(e). The applicable requirements of Form FHWA-1273 are incorporated by reference for work done under any purchase order, rental agreement or agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider. 23 CFR 633.102(e). Form FHWA-1273 must be included in all Federal-aid design-build contracts, in all subcontracts and in lower tier subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services) in accordance with 23 CFR 633.102. The design-builder shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider. Contracting agencies may reference Form FHWA-1273 in solicitation-for-bids or request-for-proposals documents, however, the Form FHWA-1273 must be physically incorporated (not referenced) in all contracts, subcontracts and lower-tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract). 23 CFR 633.102(b). 2. Subject to the applicability criteria noted in the followingsections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. 23 CFR 633.102(d). 3. A breach of any of the stipulations contained in theseRequired Contract Provisions may be sufficient grounds forwithholding of progress payments, withholding of finalpayment, termination of the contract, suspension / debarmentor any other action determined to be appropriate by thecontracting agency and FHWA. 4. Selection of Labor: During the performance of this contract,the contractor shall not use convict labor for any purposewithin the limits of a construction project on a Federal-aidhighway unless it is labor performed by convicts who are onparole, supervised release, or probation. 23 U.S.C. 114(b).The term Federal-aid highway does not include roadwaysfunctionally classified as local roads or rural minor collectors.23 U.S.C. 101(a). II. NONDISCRIMINATION (23 CFR 230.107(a); 23 CFR Part230, Subpart A, Appendix A; EO 11246) The provisions of this section related to 23 CFR Part 230, Subpart A, Appendix A are applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts. In addition, the contractor and all subcontractors must comply with the following policies: Executive Order 11246, 41 CFR Part 60, 29 CFR Parts 1625-1627, 23 U.S.C. 140, Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regulations including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633. The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60-1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity Construction Contract Specifications in 41 CFR 60-4.3. Note: The U.S. Department of Labor has exclusive authority to determine compliance with Executive Order 11246 and the policies of the Secretary of Labor including 41 CFR Part 60, and 29 CFR Parts 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensure compliance with 23 U.S.C. 140, Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), and Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regulations including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633. The following provision is adopted from 23 CFR Part 230, Subpart A, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FHWA requirements. EXHIBIT I FEDERAL-AID CONTRACT PROVISIONS FOR CONSTRUCTION CONTRACTS Exhibit I - Page 2 of 13 1. Equal Employment Opportunity: Equal EmploymentOpportunity (EEO) requirements not to discriminate and totake affirmative action to assure equal opportunity as set forthunder laws, executive orders, rules, regulations (see 28 CFRPart 35, 29 CFR Part 1630, 29 CFR Parts 1625-1627, 41 CFRPart 60 and 49 CFR Part 27) and orders of the Secretary ofLabor as modified by the provisions prescribed herein, andimposed pursuant to 23 U.S.C. 140, shall constitute the EEOand specific affirmative action standards for the contractor'sproject activities under this contract. The provisions of theAmericans with Disabilities Act of 1990 (42 U.S.C. 12101 etseq.) set forth under 28 CFR Part 35 and 29 CFR Part 1630are incorporated by reference in this contract. In the executionof this contract, the contractor agrees to comply with thefollowing minimum specific requirement activities of EEO: a. The contractor will work with the contracting agency andthe Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and in their review of activities under the contract. 23 CFR 230.409 (g)(4) & (5). b. The contractor will accept as its operating policy thefollowing statement: "It is the policy of this Company to assure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, sexual orientation, gender identity, color, national origin, age or disability. Such action shall include: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, pre-apprenticeship, and/or on-the-job training." 2.EEO Officer: The contractor will designate and makeknown to the contracting officers an EEO Officer who will havethe responsibility for and must be capable of effectivelyadministering and promoting an active EEO program and whomust be assigned adequate authority and responsibility to doso. 3. Dissemination of Policy: All members of the contractor'sstaff who are authorized to hire, supervise, promote, anddischarge employees, or who recommend such action or aresubstantially involved in such action, will be made fullycognizant of and will implement the contractor's EEO policyand contractual responsibilities to provide EEO in each gradeand classification of employment. To ensure that the aboveagreement will be met, the following actions will be taken as aminimum: a. Periodic meetings of supervisory and personnel officeemployees will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be reviewed and explained. The meetings will be conducted by the EEO Officer or other knowledgeable company official. b. All new supervisory or personnel office employees will begiven a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor. c. All personnel who are engaged in direct recruitment forthe project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women. d. Notices and posters setting forth the contractor's EEOpolicy will be placed in areas readily accessible to employees, applicants for employment and potential employees. e. The contractor's EEO policy and the procedures toimplement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or other appropriate means. 4.Recruitment: When advertising for employees, thecontractor will include in all advertisements for employees thenotation: "An Equal Opportunity Employer." All suchadvertisements will be placed in publications having a largecirculation among minorities and women in the area fromwhich the project work force would normally be derived. a. The contractor will, unless precluded by a validbargaining agreement, conduct systematic and direct recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement, the contractor will identify sources of potential minority group employees and establish with such identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration. b. In the event the contractor has a valid bargainingagreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where implementation of such an agreement has the effect of discriminating against minorities or women, or obligates the contractor to do the same, such implementation violates Federal nondiscrimination provisions. c.The contractor will encourage its present employees torefer minorities and women as applicants for employment. Information and procedures with regard to referring such applicants will be discussed with employees. 5. Personnel Actions: Wages, working conditions, andemployee benefits shall be established and administered, andpersonnel actions of every type, including hiring, upgrading,promotion, transfer, demotion, layoff, and termination, shall betaken without regard to race, color, religion, sex, sexualorientation, gender identity, national origin, age or disability.The following procedures shall be followed: a. The contractor will conduct periodic inspections of projectsites to ensure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel. b. The contractor will periodically evaluate the spread ofwages paid within each classification to determine any evidence of discriminatory wage practices. c. The contractor will periodically review selected personnelactions in depth to determine whether there is evidence of discrimination. Where evidence is found, the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons. d. The contractor will promptly investigate all complaints ofalleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action Exhibit I - Page 3 of 13 within a reasonable time. If the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal. 6.Training and Promotion: a. The contractor will assist in locating, qualifying, andincreasing the skills of minorities and women who are applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved. b. Consistent with the contractor's work force requirementsand as permissible under Federal and State regulations, the contractor shall make full use of training programs (i.e., apprenticeship and on-the-job training programs for the geographical area of contract performance). In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a). c.The contractor will advise employees and applicants foremployment of available training programs and entrance requirements for each. d. The contractor will periodically review the training andpromotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion. 7. Unions: If the contractor relies in whole or in part uponunions as a source of employees, the contractor will use goodfaith efforts to obtain the cooperation of such unions toincrease opportunities for minorities and women. 23 CFR230.409. Actions by the contractor, either directly or through acontractor's association acting as agent, will include theprocedures set forth below: a. The contractor will use good faith efforts to develop, incooperation with the unions, joint training programs aimed toward qualifying more minorities and women for membership in the unions and increasing the skills of minorities and women so that they may qualify for higher paying employment. b. The contractor will use good faith efforts to incorporate anEEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability. c.The contractor is to obtain information as to the referralpractices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information. d. In the event the union is unable to provide the contractorwith a reasonable flow of referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor from the requirements of this paragraph. In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency. 8. Reasonable Accommodation for Applicants /Employees with Disabilities: The contractor must be familiarwith the requirements for and comply with the Americans withDisabilities Act and all rules and regulations establishedthereunder. Employers must provide reasonableaccommodation in all employment activities unless to do sowould cause an undue hardship. 9.Selection of Subcontractors, Procurement of Materialsand Leasing of Equipment: The contractor shall notdiscriminate on the grounds of race, color, religion, sex, sexualorientation, gender identity, national origin, age, or disability inthe selection and retention of subcontractors, includingprocurement of materials and leases of equipment. Thecontractor shall take all necessary and reasonable steps toensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors,suppliers, and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensuresubcontractor compliance with their EEO obligations. 10. Assurances Required: a. The requirements of 49 CFR Part 26 and the StateDOT’s FHWA-approved Disadvantaged Business Enterprise (DBE) program are incorporated by reference. b.The contractor, subrecipient or subcontractor shall notdiscriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments;(2) Assessing sanctions;(3) Liquidated damages; and/or(4) Disqualifying the contractor from future bidding as non-responsible. c.The Title VI and nondiscrimination provisions of U.S.DOT Order 1050.2A at Appendixes A and E are incorporated by reference. 49 CFR Part 21. 11. Records and Reports: The contractor shall keep suchrecords as necessary to document compliance with the EEOrequirements. Such records shall be retained for a period ofthree years following the date of the final payment to thecontractor for all contract work and shall be available atreasonable times and places for inspection by authorizedrepresentatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document thefollowing: Exhibit I - Page 4 of 13 (1) The number and work hours of minority and non-minority group members and women employed in each work classification on the project; (2) The progress and efforts being made in cooperationwith unions, when applicable, to increase employment opportunities for minorities and women; and (3) The progress and efforts being made in locating, hiring,training, qualifying, and upgrading minorities and women. b. The contractors and subcontractors will submit an annualreport to the contracting agency each July for the duration of the project indicating the number of minority, women, and non-minority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July. III. NONSEGREGATED FACILITIES This provision is applicable to all Federal-aid construction contracts and to all related construction subcontracts of more than $10,000. 41 CFR 60-1.5. As prescribed by 41 CFR 60-1.8, the contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location under the contractor's control where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single-user restrooms and necessary dressing or sleeping areas to assure privacy between sexes. IV. DAVIS-BACON AND RELATED ACT PROVISIONS This section is applicable to all Federal-aid construction projects exceeding $2,000 and to all related subcontracts and lower-tier subcontracts (regardless of subcontract size), in accordance with 29 CFR 5.5. The requirements apply to all projects located within the right-of-way of a roadway that is functionally classified as Federal-aid highway. 23 U.S.C. 113. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. 23 U.S.C. 101. Where applicable law requires that projects be treated as a project on a Federal-aid highway, the provisions of this subpart will apply regardless of the location of the project. Examples include: Surface Transportation Block Grant Program projects funded under 23 U.S.C. 133 [excluding recreational trails projects], the Nationally Significant Freight and Highway Projects funded under 23 U.S.C. 117, and National Highway Freight Program projects funded under 23 U.S.C. 167. The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 “Contract provisions and related matters” with minor revisions to conform to the FHWA-1273 format and FHWA program requirements. 1.Minimum wages (29 CFR 5.5) a. All laborers and mechanics employed or working uponthe site of the work, will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.d. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph 1.b. of this section) and the Davis-Bacon poster (WH–1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. (1) The contracting officer shall require that any class oflaborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (i) The work to be performed by the classificationrequested is not performed by a classification in the wage determination; and (ii) The classification is utilized in the area by theconstruction industry; and Exhibit I - Page 5 of 13 (iii) The proposed wage rate, including any bona fidefringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (2) If the contractor and the laborers and mechanics to beemployed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (3) In the event the contractor, the laborers or mechanicsto be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (4) The wage rate (including fringe benefits whereappropriate) determined pursuant to paragraphs 1.b.(2) or 1.b.(3) of this section, shall be paid to all workers performingwork in the classification under this contract from the firstday on which work is performed in the classification. c. Whenever the minimum wage rate prescribed in thecontract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. d. If the contractor does not make payments to a trustee orother third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 2. Withholding (29 CFR 5.5) The contracting agency shall upon its own action or upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor under this contract, or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the contracting agency may, after written notice to the contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. 3. Payrolls and basic records (29 CFR 5.5) a. Payrolls and basic records relating thereto shall bemaintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. b. (1) The contractor shall submit weekly for each week inwhich any contract work is performed a copy of all payrolls to the contracting agency. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH–347 is available for this purpose from the Wage and Hour Division Web site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the contracting agency for transmission to the State DOT, the FHWA or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the contracting agency. (2) Each payroll submitted shall be accompanied by a“Statement of Compliance,” signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (i) That the payroll for the payroll period contains theinformation required to be provided under 29 CFR 5.5(a)(3)(ii), the appropriate information is being maintained under 29 CFR 5.5(a)(3)(i), and that such information is correct and complete; (ii) That each laborer or mechanic (including eachhelper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in 29 CFR part 3; (iii) That each laborer or mechanic has been paid notless than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (3) The weekly submission of a properly executedcertification set forth on the reverse side of Optional Form WH–347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph 3.b.(2) of this section. (4) The falsification of any of the above certifications maysubject the contractor or subcontractor to civil or criminal prosecution under 18 U.S.C. 1001 and 31 U.S.C. 231. c. The contractor or subcontractor shall make the recordsrequired under paragraph 3.a. of this section available for inspection, copying, or transcription by authorized representatives of the contracting agency, the State DOT, the FHWA, or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the FHWA may, after written notice to the contractor, the contracting agency or the State DOT, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. 4. Apprentices and trainees (29 CFR 5.5) a. Apprentices (programs of the USDOL). Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. b. Trainees (programs of the USDOL). Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the Exhibit I - Page 6 of 13 Exhibit I - Page 7 of 13 corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. c. Equal employment opportunity. The utilization ofapprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. d. Apprentices and Trainees (programs of the U.S. DOT). Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal-aid highway construction programs are not subject to the requirements of paragraph 4 of this Section IV. 23 CFR 230.111(e)(2). The straight time hourly wage rates for apprentices and trainees under such programs will be established by the particular programs. The ratio of apprentices and trainees to journeymen shall not be greater than permitted by the terms of the particular program. 5. Compliance with Copeland Act requirements. Thecontractor shall comply with the requirements of 29 CFR part3, which are incorporated by reference in this contract asprovided in 29 CFR 5.5. 6. Subcontracts. The contractor or subcontractor shall insertForm FHWA-1273 in any subcontracts and also require thesubcontractors to include Form FHWA-1273 in any lower tiersubcontracts. The prime contractor shall be responsible for thecompliance by any subcontractor or lower tier subcontractorwith all the contract clauses in 29 CFR 5.5. 7. Contract termination: debarment. A breach of thecontract clauses in 29 CFR 5.5 may be grounds for terminationof the contract, and for debarment as a contractor and asubcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis-Bacon and Related Actrequirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5are herein incorporated by reference in this contract asprovided in 29 CFR 5.5. 9. Disputes concerning labor standards. As provided in 29CFR 5.5, disputes arising out of the labor standards provisionsof this contract shall not be subject to the general disputesclause of this contract. Such disputes shall be resolved inaccordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 10. Certification of eligibility (29 CFR 5.5) a. By entering into this contract, the contractor certifies thatneither it (nor he or she) nor any person or firm who has aninterest in the contractor's firm is a person or firm ineligible tobe awarded Government contracts by virtue of section 3(a) ofthe Davis-Bacon Act or 29 CFR 5.12(a)(1). b. No part of this contract shall be subcontracted to any personor firm ineligible for award of a Government contract by virtueof section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). c. The penalty for making false statements is prescribed in theU.S. Criminal Code, 18 U.S.C. 1001. V. CONTRACT WORK HOURS AND SAFETY STANDARDSACT Pursuant to 29 CFR 5.5(b), the following clauses apply to any Federal-aid construction contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. 1. Overtime requirements. No contractor or subcontractorcontracting for any part of the contract work which may requireor involve the employment of laborers or mechanics shallrequire or permit any such laborer or mechanic in anyworkweek in which he or she is employed on such work towork in excess of forty hours in such workweek unless suchlaborer or mechanic receives compensation at a rate not lessthan one and one-half times the basic rate of pay for all hoursworked in excess of forty hours in such workweek. 29 CFR5.5. 2. Violation; liability for unpaid wages; liquidateddamages. In the event of any violation of the clause set forthin paragraph 1 of this section, the contractor and anysubcontractor responsible therefor shall be liable for theunpaid wages. In addition, such contractor and subcontractorshall be liable to the United States (in the case of work doneunder contract for the District of Columbia or a territory, to suchDistrict or to such territory), for liquidated damages. Suchliquidated damages shall be computed with respect to eachindividual laborer or mechanic, including watchmen andguards, employed in violation of the clause set forth inparagraph 1 of this section, in the sum currently provided in 29CFR 5.5(b)(2)* for each calendar day on which such individualwas required or permitted to work in excess of the standardworkweek of forty hours without payment of the overtimewages required by the clause set forth in paragraph 1 of thissection. 29 CFR 5.5. *$27 as of January 23, 2019 (See 84 FR 213-01, 218) as maybe adjusted annually by the Department of Labor; pursuant tothe Federal Civil Penalties Inflation Adjustment Act of 1990). Exhibit I - Page 8 of 13 3.Withholding for unpaid wages and liquidated damages.The FHWA or the contacting agency shall upon its own actionor upon written request of an authorized representative of theDepartment of Labor withhold or cause to be withheld, fromany moneys payable on account of work performed by thecontractor or subcontractor under any such contract or anyother Federal contract with the same prime contractor, or anyother federally-assisted contract subject to the Contract WorkHours and Safety Standards Act, which is held by the sameprime contractor, such sums as may be determined to benecessary to satisfy any liabilities of such contractor orsubcontractor for unpaid wages and liquidated damages asprovided in the clause set forth in paragraph 2 of this section.29 CFR 5.5. 4. Subcontracts. The contractor or subcontractor shall insertin any subcontracts the clauses set forth in paragraphs 1through 4 of this section and also a clause requiring thesubcontractors to include these clauses in any lower tiersubcontracts. The prime contractor shall be responsible forcompliance by any subcontractor or lower tier subcontractorwith the clauses set forth in paragraphs 1 through 4 of thissection. 29 CFR 5.5. VI. SUBLETTING OR ASSIGNING THE CONTRACT This provision is applicable to all Federal-aid construction contracts on the National Highway System pursuant to 23 CFR 635.116. 1. The contractor shall perform with its own organizationcontract work amounting to not less than 30 percent (or agreater percentage if specified elsewhere in the contract) ofthe total original contract price, excluding any specialty itemsdesignated by the contracting agency. Specialty items may beperformed by subcontract and the amount of any suchspecialty items performed may be deducted from the totaloriginal contract price before computing the amount of workrequired to be performed by the contractor's own organization(23 CFR 635.116). a. The term “perform work with its own organization” inparagraph 1 of Section VI refers to workers employed or leased by the prime contractor, and equipment owned or rented by the prime contractor, with or without operators. Such term does not include employees or equipment of a subcontractor or lower tier subcontractor, agents of the prime contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased employees may only be included in this term if the prime contractor meets all of the following conditions: (based on longstanding interpretation) (1) the prime contractor maintains control over thesupervision of the day-to-day activities of the leased employees; (2) the prime contractor remains responsible for the qualityof the work of the leased employees; (3) the prime contractor retains all power to accept orexclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible forthe payment of predetermined minimum wages, the submission of payrolls, statements of compliance and all other Federal regulatory requirements. b. "Specialty Items" shall be construed to be limited to workthat requires highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and in general are to be limited to minor components of the overall contract. 23 CFR 635.102. 2. Pursuant to 23 CFR 635.116(a), the contract amount uponwhich the requirements set forth in paragraph (1) of Section VIis computed includes the cost of material and manufacturedproducts which are to be purchased or produced by thecontractor under the contract provisions. 3. Pursuant to 23 CFR 635.116(c), the contractor shall furnish(a) a competent superintendent or supervisor who is employedby the firm, has full authority to direct performance of the workin accordance with the contract requirements, and is in chargeof all construction operations (regardless of who performs thework) and (b) such other of its own organizational resources(supervision, management, and engineering services) as thecontracting officer determines is necessary to assure theperformance of the contract. 4. No portion of the contract shall be sublet, assigned orotherwise disposed of except with the written consent of thecontracting officer, or authorized representative, and suchconsent when given shall not be construed to relieve thecontractor of any responsibility for the fulfillment of thecontract. Written consent will be given only after thecontracting agency has assured that each subcontract isevidenced in writing and that it contains all pertinent provisionsand requirements of the prime contract. (based on long-standing interpretation of 23 CFR 635.116). 5. The 30-percent self-performance requirement of paragraph(1) is not applicable to design-build contracts; however,contracting agencies may establish their own self-performancerequirements. 23 CFR 635.116(d). VII. SAFETY: ACCIDENT PREVENTION This provision is applicable to all Federal-aid construction contracts and to all related subcontracts. 1. In the performance of this contract the contractor shallcomply with all applicable Federal, State, and local lawsgoverning safety, health, and sanitation (23 CFR Part 635).The contractor shall provide all safeguards, safety devices andprotective equipment and take any other needed actions as itdetermines, or as the contracting officer may determine, to bereasonably necessary to protect the life and health ofemployees on the job and the safety of the public and toprotect property in connection with the performance of thework covered by the contract. 23 CFR 635.108. 2. It is a condition of this contract, and shall be made acondition of each subcontract, which the contractor enters intopursuant to this contract, that the contractor and anysubcontractor shall not permit any employee, in performanceof the contract, to work in surroundings or under conditionswhich are unsanitary, hazardous or dangerous to his/herhealth or safety, as determined under construction safety andhealth standards (29 CFR Part 1926) promulgated by theSecretary of Labor, in accordance with Section 107 of theContract Work Hours and Safety Standards Act (40 U.S.C.3704). 29 CFR 1926.10. 3. Pursuant to 29 CFR 1926.3, it is a condition of this contractthat the Secretary of Labor or authorized representativethereof, shall have right of entry to any site of contractperformance to inspect or investigate the matter of compliance Exhibit I - Page 9 of 13 with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). VIII. FALSE STATEMENTS CONCERNING HIGHWAYPROJECTS This provision is applicable to all Federal-aid construction contracts and to all related subcontracts. In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal-aid highway projects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any misunderstanding regarding the seriousness of these and similar acts, Form FHWA-1022 shall be posted on each Federal-aid highway project (23 CFR Part 635) in one or more places where it is readily available to all persons concerned with the project: 18 U.S.C. 1020 reads as follows: "Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or Whoever knowingly makes any false statement, false representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any false statement or false representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal-aid Roads Act approved July 11, 1916, (39 Stat. 355), as amended and supplemented; Shall be fined under this title or imprisoned not more than 5 years or both." IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERALWATER POLLUTION CONTROL ACT (42 U.S.C. 7606; 2CFR 200.88; EO 11738) This provision is applicable to all Federal-aid construction contracts in excess of $150,000 and to all related subcontracts. 48 CFR 2.101; 2 CFR 200.326. By submission of this bid/proposal or the execution of this contract or subcontract, as appropriate, the bidder, proposer, Federal-aid construction contractor, subcontractor, supplier, or vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Highway Administration and the Regional Office of the Environmental Protection Agency. 2 CFR Part 200, Appendix II. The contractor agrees to include or cause to be included the requirements of this Section in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements. 2 CFR 200.326. X. CERTIFICATION REGARDING DEBARMENT,SUSPENSION, INELIGIBILITY AND VOLUNTARYEXCLUSION This provision is applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $25,000 or more – as defined in 2 CFR Parts 180 and 1200. 2 CFR 180.220 and 1200.220. 1.Instructions for Certification – First Tier Participants: a. By signing and submitting this proposal, the prospectivefirst tier participant is providing the certification set out below. b. The inability of a person to provide the certification set outbelow will not necessarily result in denial of participation in this covered transaction. The prospective first tier 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 first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. 2 CFR 180.320. c. The certification in this clause is a material representationof fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. 2 CFR 180.325. d. The prospective first tier participant shall provideimmediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 2 CFR 180.345 and 180.350. e. The terms "covered transaction," "debarred,""suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180, Subpart I, 180.900-180.1020, and 1200. “First Tier Covered Transactions” refers to any covered transaction between a recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant Exhibit I - Page 10 of 13 who has entered into a covered transaction with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). f. The prospective first tier participant agrees by submittingthis proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 2 CFR 180.330. g. The prospective first tier participant further agrees bysubmitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. 2 CFR 180.220 and 180.300. h. A participant in a covered transaction may rely upon acertification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. 2 CFR 180.300; 180.320, and 180.325. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. 2 CFR 180.335. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (https://www.sam.gov/). 2 CFR 180.300, 180.320, and 180.325. i. Nothing contained in the foregoing shall be construed torequire the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (f) ofthese instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 2 CFR 180.325. * * * * * 2. Certification Regarding Debarment, Suspension,Ineligibility and Voluntary Exclusion – First TierParticipants: a. The prospective first tier participant certifies to the best ofits knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed fordebarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency, 2 CFR 180.335;. (2)Have not within a three-year period preceding thisproposal 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, 2 CFR 180.800; (3) Are not presently indicted for or otherwise criminally orcivilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification, 2 CFR 180.700 and 180.800; and (4)Have not within a three-year period preceding thisapplication/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. 2 CFR 180.335(d). (5) Are not a corporation that has been convicted of a felonyviolation under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implementing appropriations act requirements); and (6) Are not a corporation with any unpaid Federal tax liabilitythat has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability (USDOT Order 4200.6 implementing appropriations act requirements). b. Where the prospective participant is unable to certify toany of the statements in this certification, such prospectiveparticipant should attach an explanation to this proposal. 2CFR 180.335 and 180.340. 3.Instructions for Certification - Lower Tier Participants: (Applicable to all subcontracts, purchase orders, and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200). 2 CFR 180.220 and 1200.220. a. By signing and submitting this proposal, the prospectivelower tier participant is providing the certification set out below. b. The certification in this clause is a material representationof fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective lower tier participant shall provideimmediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. 2 CFR 180.365. d. The terms "covered transaction," "debarred,""suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180, Subpart I, 180.900 – 180.1020, and 1200. You may contact the person to which this proposal is Exhibit I - Page 11 of 13 submitted for assistance in obtaining a copy of those regulations. “First Tier Covered Transactions” refers to any covered transaction between a recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees bysubmitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 2 CFR 1200.220 and 1200.332. f. The prospective lower tier participant further agrees bysubmitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. 2 CFR 180.220 and 1200.220. g. A participant in a covered transaction may rely upon acertification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (https://www.sam.gov/), which is compiled by the General Services Administration. 2 CFR 180.300, 180.320, 180.330, and 180.335. h. Nothing contained in the foregoing shall be construed torequire establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph e ofthese instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 2 CFR 180.325. * * * * * Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Participants: 1. The prospective lower tier participant certifies, bysubmission of this proposal, that neither it nor its principals: (a)is presently debarred, suspended, proposed for debarment,declared ineligible, or voluntarily excluded from participating incovered transactions by any Federal department or agency, 2CFR 180.355; (b)is a corporation that has been convicted of a felonyviolation under any Federal law within the two-year periodpreceding this proposal (USDOT Order 4200.6 implementingappropriations act requirements); and (c)is a corporation with any unpaid Federal tax liability thathas been assessed, for which all judicial and administrativeremedies have been exhausted, or have lapsed, and that isnot being paid in a timely manner pursuant to an agreementwith the authority responsible for collecting the tax liability.(USDOT Order 4200.6 implementing appropriations actrequirements) 2. Where the prospective lower tier participant is unable tocertify to any of the statements in this certification, suchprospective participant should attach an explanation to thisproposal. * * * * * XI. CERTIFICATION REGARDING USE OF CONTRACTFUNDS FOR LOBBYING This provision is applicable to all Federal-aid construction contracts and to all related subcontracts which exceed $100,000. 49 CFR Part 20, App. A. 1. The prospective participant certifies, by signing andsubmitting this bid or proposal, to the best of his or herknowledge and belief, that: a. No Federal appropriated funds have been paid or will bepaid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. If any funds other than Federal appropriated funds havebeen paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 2. This certification is a material representation of fact uponwhich reliance was placed when this transaction was made orentered into. Submission of this certification is a prerequisitefor making or entering into this transaction imposed by 31U.S.C. 1352. Any person who fails to file the requiredcertification shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure. 3. The prospective participant also agrees by submitting itsbid or proposal that the participant shall require that thelanguage of this certification be included in all lower tier Exhibit I - Page 12 of 13 subcontracts, which exceed $100,000 and that all such recipients shall certify and disclose accordingly. XII. USE OF UNITED STATES-FLAG VESSELS: This provision is applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, or any other covered transaction. 46 CFR Part 381. This requirement applies to material or equipment that is acquired for a specific Federal-aid highway project. 46 CFR 381.7. It is not applicable to goods or materials that come into inventories independent of an FHWA funded-contract. When oceanic shipments (or shipments across the Great Lakes) are necessary for materials or equipment acquired for a specific Federal-aid construction project, the bidder, proposer, contractor, subcontractor, or vendor agrees: 1. To utilize privately owned United States-flag commercialvessels to ship at least 50 percent of the gross tonnage(computed separately for dry bulk carriers, dry cargo liners,and tankers) involved, whenever shipping any equipment,material, or commodities pursuant to this contract, to theextent such vessels are available at fair and reasonable ratesfor United States-flag commercial vessels. 46 CFR 381.7. 2. To furnish within 20 days following the date of loading forshipments originating within the United States or within 30working days following the date of loading for shipmentsoriginating outside the United States, a legible copy of a rated,‘on-board’ commercial ocean bill-of-lading in English for eachshipment of cargo described in paragraph (b)(1) of this sectionto both the Contracting Officer (through the prime contractor inthe case of subcontractor bills-of-lading) and to the Office ofCargo and Commercial Sealift (MAR-620), MaritimeAdministration, Washington, DC 20590. (MARAD requirescopies of the ocean carrier's (master) bills of lading, certifiedonboard, dated, with rates and charges. These bills of ladingmay contain business sensitive information and therefore maybe submitted directly to MARAD by the Ocean TransportationIntermediary on behalf of the contractor). 46 CFR 381.7. Exhibit I - Page 13 of 13 ATTACHMENT A - EMPLOYMENT AND MATERIALS PREFERENCE FOR APPALACHIAN DEVELOPMENT HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS ROAD CONTRACTS (23 CFR 633, Subpart B, Appendix B) This provision is applicable to all Federal-aid projects funded under the Appalachian Regional Development Act of 1965. 1. During the performance of this contract, the contractorundertaking to do work which is, or reasonably may be, doneas on-site work, shall give preference to qualified persons whoregularly reside in the labor area as designated by the DOLwherein the contract work is situated, or the subregion, or theAppalachian counties of the State wherein the contract work issituated, except: a. To the extent that qualified persons regularly residing inthe area are not available. b. For the reasonable needs of the contractor to employsupervisory or specially experienced personnel necessary to assure an efficient execution of the contract work. c. For the obligation of the contractor to offer employment topresent or former employees as the result of a lawful collective bargaining contract, provided that the number of nonresident persons employed under this subparagraph (1c) shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph (4) below. 2. The contractor shall place a job order with the StateEmployment Service indicating (a) the classifications of thelaborers, mechanics and other employees required to performthe contract work, (b) the number of employees required ineach classification, (c) the date on which the participantestimates such employees will be required, and (d) any otherpertinent information required by the State EmploymentService to complete the job order form. The job order may beplaced with the State Employment Service in writing or bytelephone. If during the course of the contract work, theinformation submitted by the contractor in the original job orderis substantially modified, the participant shall promptly notifythe State Employment Service. 3. The contractor shall give full consideration to all qualifiedjob applicants referred to him by the State EmploymentService. The contractor is not required to grant employment toany job applicants who, in his opinion, are not qualified toperform the classification of work required. 4. If, within one week following the placing of a job order bythe contractor with the State Employment Service, the StateEmployment Service is unable to refer any qualified jobapplicants to the contractor, or less than the numberrequested, the State Employment Service will forward acertificate to the contractor indicating the unavailability ofapplicants. Such certificate shall be made a part of thecontractor's permanent project records. Upon receipt of thiscertificate, the contractor may employ persons who do notnormally reside in the labor area to fill positions covered by thecertificate, notwithstanding the provisions of subparagraph (1c)above. 5. The provisions of 23 CFR 633.207(e) allow thecontracting agency to provide a contractual preference for the use of mineral resource materials native to the Appalachian region. 6. The contractor shall include the provisions of Sections 1through 4 of this Attachment A in every subcontract for workwhich is, or reasonably may be, done as on-site work. Exhibit J - Page 1 of 11 EXHIBIT J ADDITIONAL FEDERAL REQUIREMENTS Federal laws and regulations that may be applicable to the Work include: Executive Order 11246 Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencies and their contractors or the Local Agencies). Copeland "Anti-Kickback" Act The Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and sub-Agreements for construction or repair). Davis-Bacon Act The Davis-Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencies and the Local Agencies when required by Federal Agreement program legislation. This act requires that all laborers and mechanics employed by contractors or sub-contractors to work on construction projects financed by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor). Contract Work Hours and Safety Standards Act Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the Local Agency’s in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers). Clean Air Act Standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and sub-Agreements of amounts more than $100,000). Energy Policy and Conservation Act Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). OMB Circulars Office of Management and Budget Circulars A-87, A-21 or A-122, and A-102 or A-110, whichever is applicable. Hatch Act The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally assisted programs. Nondiscrimination The Local Agency shall not exclude from participation in, deny the benefits of, or subject to discrimination any person in the United States on the ground of race, color national origin, sex, age or disability. Prior to the receipt of any Federal financial assistance from CDOT, the Local Agency shall execute the attached Standard DOT Title VI assurance. As appropriate, the Local Agency shall include Appendix A, B, or C to the Standard DOT Title VI assurance in any contract utilizing federal funds, land, or other aid. The Local Agency shall also include the following in all contract advertisements: The [Local Agency], in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (79 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, DBEs will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for any award. Exhibit J - Page 2 of 11 ADA In any contract utilizing federal funds, land, or other federal aid, the Local Agency shall require the federal- aid recipient or contractor to provide a statement of written assurance that they will comply with Section 504 and not discriminate on the basis of disability. Uniform Relocation Assistance and Real Property Acquisition Policies Act The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91- 646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor is acquiring real property and displacing households or businesses in the performance of the Agreement). Drug-Free Workplace Act The Drug-Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et seq.). Age Discrimination Act of 1975 The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. 23 C.F.R. Part 172 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts". 23 C.F.R Part 633 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal-Aid Construction Contracts". 23 C.F.R. Part 635 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions". Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973 Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The requirements for which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof. Nondiscrimination Provisions: In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal Aid Highway Act of 1973, the Contractor, for itself, its assignees, and successors in interest, agree as follows: i. Compliance with Regulations The Contractor will comply with the Regulations of the Department of Transportation relative to nondiscrimination in Federally assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. ii. Nondiscrimination The Contractor, with regard to the work performed by it after award and prior to completion of the contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. iii. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. iv. Information and Reports The Contractor will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of the Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and shall set forth what efforts have been made to obtain the information. Exhibit J - Page 3 of 11 v. Sanctions for Noncompliance In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the contract, in whole or in part. Incorporation of Provisions §22 The Contractor will include the provisions of this Exhibit J in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Exhibit J - Page 4 of 11 SAMPLE The United States Department of Transportation (USDOT) Standard Title VI/Non-Discrimination Assurances for Local Agencies DOT Order No. 1050.2A The [Local Agency] (herein referred to as the "Recipient"), HEREBY AGREES THAT, as a condition to receiving any Federal financial assistance from the U.S. Department of Transportation (DOT), through the Colorado Department of Transportation and the Federal Highway Administration (FHWA), Federal Transit Administration (FTA), and Federal Aviation Administration (FAA), is subject to and will comply with the following: Statutory/Regulatory Authorities • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964); The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations," respectively. General Assurances In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that: "No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity, "for which the Recipient receives Federal financial assistance from DOT, including the FHWA, FTA, or FAA. The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these non- discrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted. Specific Assurances More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted FHWA, FTA, and FAA assisted programs: 1. The Recipient agrees that each "activity," "facility," or "program," as defined in §§ 21.23(b) and 21.23(e) of 49 C.F.R. § 21 will be (with regard to an "activity") facilitated or will be (with regard to a "facility") operated or will be (with regard to a "program") conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations. 2. The Recipient will insert the following notification in all solicitations for bids, Requests for Proposals for work, or material subject to the Acts and the Regulations made in connection with all FHWA, FTA and FAA programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source: 3. "The [Local Agency] in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity Exhibit J - Page 5 of 11 4. to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award." 5. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations. 6. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient. 7. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith. 8. That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property. 9. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties: a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. 10. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods: a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property. 11. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance. 12. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance. By signing this ASSURANCE, the [Local Agency] also agrees to comply (and require any sub-recipients, sub- grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing the FHWA, FTA, and FAA’s access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by CDOT, FHWA, FTA, or FAA. You must keep records, reports, and submit the material for review Exhibit J - Page 6 of 11 upon request to CDOT, FHWA, FTA, or FAA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. [Local Agency] gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the FHWA, FTA, and FAA. This ASSURANCE is binding on [Local Agency], other recipients, sub-recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the FHWA, FTA, and FAA funded programs. The person(s) signing below is authorized to sign this ASSURANCE on behalf of the Recipient. (Name of Recipient) by (Signature of Authorized Official) DATED Exhibit J - Page 7 of 11 APPENDIX A During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, FHWA, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the [Local Agency], CDOT or FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the [Local Agency], CDOT or FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the [Local Agency] will impose such contract sanctions as it, CDOT or FHWA may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the [Local Agency], CDOT or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. APPENDIX B CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4: NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the [Local Agency] will accept title to the lands and maintain the project constructed thereon in accordance with (Name of Appropriate Legislative Authority), the Regulations for the Administration of (Name of Appropriate Program), and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the [Local Agency] all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof. (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto [Local Agency] and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the [Local Agency] its successors and assigns. The [Local Agency], in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the [Local Agency] will use the lands and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the above-mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) Exhibit J - Page 8 of 11 Exhibit J - Page 9 of 11 APPENDIX C CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY, FACILITY, OR PROGRAM The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the [Local Agency] pursuant to the provisions of Assurance 7(a): A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add "as a covenant running with the land"] that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued. * C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the [Local Agency] will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the [Local Agency] and its assigns. * (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) Exhibit J - Page 10 of 11 APPENDIX D CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY, FACILITY OR PROGRAM The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by [Local Agency] pursuant to the provisions of Assurance 7(b): A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, "as a covenant running with the land") that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance. B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non- discrimination covenants, [Local Agency] will have the right to terminate the (license, permit, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued. * C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will there upon revert to and vest in and become the absolute property of [Local Agency] of Transportation and its assigns. * (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) Exhibit J - Page 11 of 11 APPENDIX E During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low- Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Exhibit K - Page 1 of 4 EXHIBIT K FFATA SUPPLEMENTAL FEDERAL PROVISIONS State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended Revised as of 3-20-13 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. “Award” means an award of Federal financial assistance that a non-Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1.2. Contracts; 1.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4. Loans; 1.1.5. Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.8. Food commodities; 1.1.9. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non- Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally-owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). 1.2. “Contract” means the contract to which these Supplemental Provisions are attached and includes all Award types in §1.1.1 through 1.1.11 above. 1.3. “Contractor” means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.4. “Data Universal Numbering System (DUNS) Number” means the nine-digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet’s website may be found at: http://fedgov.dnb.com/webform. 1.5. “Entity” means all of the following as defined at 2 CFR part 25, subpart C; 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2. A foreign public entity; 1.5.3. A domestic or foreign non-profit organization; Exhibit K - Page 2 of 4 1.5.4. A domestic or foreign for-profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non-Federal entity. 1.6. “Executive” means an officer, managing partner or any other employee in a management position. 1.7. “Federal Award Identification Number (FAIN)” means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. “FFATA” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the “Transparency Act.” 1.9. “Prime Recipient” means a Colorado State agency or institution of higher education that receives an Award. 1.10. “Subaward” means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient’s support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.11. “Subrecipient” means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non- Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term “Subrecipient” includes and may be referred to as Subgrantee. 1.12. “Subrecipient Parent DUNS Number” means the subrecipient parent organization’s 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable. 1.13. “Supplemental Provisions” means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. “System for Award Management (SAM)” means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 1.15. “Total Compensation” means the cash and noncash dollar value earned by an Executive during the Prime Recipient’s or Subrecipient’s preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above-market earnings on deferred compensation which is not tax-qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.16. “Transparency Act” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 “Vendor” means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. Exhibit K - Page 3 of 4 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management (SAM) and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor’s information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor’s information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor’s obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at http://www.colorado.gov/dpa/dfp/sco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de- obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth below. Exhibit K - Page 4 of 4 7.1 To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 7.1.3 Subrecipient Parent DUNS Number; 7.1.4 Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 7.1.5 Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met; and 7.1.6 Subrecipient’s Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract, the following dataelements: 7.2.1 Subrecipient’s DUNS Number as registered in SAM. 7.2.2 Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8. Exemptions. 8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 8.3 Effective October 1, 2010, “Award” currently means a grant, cooperative agreement, or other arrangement as defined in Section 1.1 of these Special Provisions. On future dates “Award” may include other items to be specified by OMB in policy memoranda available at the OMB Web site; Award also will include other types of Awards subject to the Transparency Act. 8.4 There are no Transparency Act reporting requirements for Vendors. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. Exhibit L - Page 1 of 3 EXHIBIT L SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT Exhibit L - Page 2 of 3 Exhibit L - Page 3 of 3 Exhibit M - Page 1 of 5 EXHIBIT M OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”), Federal Register, Vol. 78, No. 248, 78590 The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the FFATA Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. 2 CFR §200.38 1.2. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 1.3.“Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. 2CFR §200.37 1.4. “FFATA” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6202 of Public Law 110-252. 1.5. “Grant” or “Grant Agreement” means an agreement setting forth the terms and conditions of an Award. The term does not include an agreement that provides only direct Federal cash assistance to an individual, a subsidy, a loan, a loan guarantee, insurance, or acquires property or services for the direct benefit of use of the Federal Awarding Agency or Recipient. 2 CFR§200.51. 1.6. “OMB” means the Executive Office of the President, Office of Management and Budget. 1.7. “Recipient” means a Colorado State department, agency or institution of higher education that receives a Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program. The term does not include Subrecipients. 2 CFR §200.86 1.8. “State” means the State of Colorado, acting by and through its departments, agencies and institutions of higher education. 1.9. “Subrecipient” means a non-Federal entity receiving an Award from a Recipient to carry out part of a Federal program. The term does not include an individual who is a beneficiary of such program. 1.10. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A- 133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. Exhibit M - Page 2 of 5 1.11. “Uniform Guidance Supplemental Provisions” means these Supplemental Provisions for Federal Awards subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from relevant Federal agencies or the Colorado State Controller. 2. Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including but not limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions automatically shall become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. Procurement Standards. 3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof. 3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 4. Access to Records. Subrecipient shall permit Recipient and auditors to have access to Subrecipient’s records and financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5). 5. Single Audit Requirements. If Subrecipient expends $750,000 or more in Federal Awards during Subrecipient’s fiscal year, Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501- 7507). 2 CFR §200.501. 5.1 Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514 (Scope of audit), except when it elects to have a program-specific audit conducted in accordance with §200.507 (Program-specific audits). Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program-specific audit. 5.2 Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Exhibit M - Page 3 of 5 Accountability Office. 5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Part F-Audit Requirements. 6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement. 6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60- 1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” “During the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, Exhibit M - Page 4 of 5 terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided bylaw. (7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States.” 6.2 Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is other wise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. 6.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” Subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. 6.4 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Exhibit M - Page 5 of 5 Agency (EPA). 6.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 6.6 Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 7. Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2CFR §200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR §200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 7.1 Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an event of default under the Grant Agreement (2 CFR §200.339) and the State may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 8. Effective Date. The effective date of the Uniform Guidance is December 26, 2013. 2 CFR §200.110. The procurement standards set forth in Uniform Guidance §§200.317-200.326 are applicable to new Awards made by Recipient as of December 26, 2015. The standards set forth in Uniform Guidance Subpart F- Audit Requirements are applicable to audits of fiscal years beginning on or after December 26, 2014. 9. Performance Measurement. The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards. Section 200.301 provides guidance to Federal agencies to measure performance in a way that will help the Federal awarding agency and other non-Federal entities to improve program outcomes. The Federal awarding agency is required to provide recipients with clear performance goals, indicators, and milestones (200.210). Also, must require the recipient to relate financial data to performance accomplishments of the Federal award. Exhibit N- Page 1 of 15 Version 1.31.23 Exhibit N Federal Treasury Provisions 1. APPLICABILITY OF PROVISIONS. 1.1. The Grant to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the body of the Grant, or any attachments or exhibits incorporated into and made a part of the Grant, the provisions of these Federal Provisions shall control. 1.2. The State of Colorado is accountable to Treasury for oversight of their subrecipients, including ensuring their subrecipients comply with the SLFRF statute, SLFRF Award Terms and Conditions, Treasury’s Final Rule, and reporting requirements, as applicable. 1.3. Additionally, any subrecipient that issues a subaward to another entity (2nd tier subrecipient), must hold the 2nd tier subrecipient accountable to these provisions and adhere to reporting requirements. 1.4. These Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. “Award” means an award of Federal financial assistance, and the Grant setting forth the terms and conditions of that financial assistance, that a non-Federal Entity receives or administers. 2.1.2. “Entity” means: 2.1.2.1. a Non-Federal Entity; 2.1.2.2. a foreign public entity; 2.1.2.3. a foreign organization; 2.1.2.4. a non-profit organization; 2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only); 2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only); 2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to a non-Federal entity (or 2 CFR 200.1); or 2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only). 2.1.3. “Executive” means an officer, managing partner or any other employee in a management position. 2.1.4. “Expenditure Category (EC)” means the category of eligible uses as defined by the US Department of Treasury in “Appendix 1 of the Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds” report available at www.treasury.gov. Exhibit N- Page 2 of 15 Version 1.31.23 2.1.5. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR 200.1 2.1.6. “Grant” means the Grant to which these Federal Provisions are attached. 2.1.7. “Grantee” means the party or parties identified as such in the Grant to which these Federal Provisions are attached. 2.1.8. “Non-Federal Entity means a State, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a Federal Award as a Recipient or a Subrecipient. 2.1.9. “Nonprofit Organization” means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: 2.1.9.1. Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; 2.1.9.2. Is not organized primarily for profit; and 2.1.9.3. Uses net proceeds to maintain, improve, or expand the operations of the organization. 2.1.10. “OMB” means the Executive Office of the President, Office of Management and Budget. 2.1.11. “Pass-through Entity” means a non-Federal Entity that provides a Subaward to a Subrecipient to carry out part of a Federal program. 2.1.12. “Prime Recipient” means the Colorado State agency or institution of higher education identified as the Grantor in the Grant to which these Federal Provisions are attached. 2.1.13. “Subaward” means an award by a Prime Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Subaward unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR 200.101. The term does not include payments to a Contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.14. “Subrecipient” or “Subgrantee” means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term does not include an individual who is a beneficiary of a federal program. 2.1.15. “System for Award Management (SAM)” means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. “Total Compensation” means the cash and noncash dollar value earned by an Executive during the Prime Recipient’s or Subrecipient’s preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a)) and includes the following: 2.1.15.1. Salary and bonus; 2.1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the Exhibit N- Page 3 of 15 Version 1.31.23 fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 2.1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.15.4. Change in present value of defined benefit and actuarial pension plans; 2.1.15.5. Above-market earnings on deferred compensation which is not tax-qualified; 2.1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 2.1.16. “Transparency Act” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. 2.1.17. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 2.1.18. “Unique Entity ID” means the Unique Entity ID established by the federal government for a Grantee at https://sam.gov/content/home. 3. COMPLIANCE. 3.1. Grantee shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, and all applicable Federal Laws and regulations required by this Federal Award Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado, at its discretion, may provide written notification to Grantee of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3.2. Per US Treasury Final Award requirements, grantee programs or services must not include a term or conditions that undermines efforts to stop COVID-19 or discourages compliance with recommendations and CDC guidelines. 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID (UEI) REQUIREMENTS. 4.1. SAM. Grantee shall maintain the currency of its information in SAM until the Grantee submits the final financial report required under the Award or receives final payment, whichever is later. Grantee shall review and update SAM information at least annually. 4.2. UEI. Grantee shall provide its Unique Entity ID to its Prime Recipient, and shall update Grantee’s information in Sam.gov at least annually. 5. TOTAL COMPENSATION. 5.1. Grantee shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more; and 5.1.2. In the preceding fiscal year, Grantee received: Exhibit N- Page 4 of 15 Version 1.31.23 5.1.2.1. 80% or more of its annual gross revenues from Federal procurement Agreements and Subcontractors and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement Agreements and Subcontractors and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.3. 5.1.2.3 The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 6. REPORTING. 6.1. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee shall report data elements to SAM and to the Prime Recipient as required in this Exhibit. No direct payment shall be made to Grantee for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Grant price. The reporting requirements in this Exhibit are based on guidance from the OMB, and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Grant and shall become part of Grantee’s obligations under this Grant. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR FEDERAL REPORTING. 7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de-obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. If the total award is below $30,000 no reporting required; if more than $30,000 and less than $50,000 then FFATA reporting is required; and, $50,000 and above SLFRF reporting is required. 7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. 8.1. Grantee shall report as set forth below. 8.1.1. Grantee shall use the SLFRF Subrecipient Quarterly Report Workbook as referenced in Exhibit P to report to the State Agency within ten (10) days following each quarter ended September, December, March and June. Additional information on specific requirements are detailed in the SLFRF Subrecipient Quarterly Report Workbooks and "Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. Exhibit N- Page 5 of 15 Version 1.31.23 EC 1 – Public Health All Public Health Projects a) Description of structure and objectives b) Description of relation to COVID-19 c) Identification of impacted and/or disproportionately impacted communities d) Capital Expenditures i. Presence of capital expenditure in project ii. Total projected capital expenditure iii. Type of capital expenditure iv. Written justification v. Labor reporting COVID-19 Interventions and Mental Health (1.4, 1.11, 1.12, 1.13) a) Amount of total project used for evidence-based programs b) Evaluation plan description COVID-19 Small Business Economic Assistance (1.8) a) Number of small businesses served COVID-19 Assistance to Non-Profits (1.9) a) Number of non-profits served COVID-19 Aid to Travel, Tourism, and Hospitality or Other Impacted Industries (1.10) a) Sector of employer b) Purpose of funds EC 2 – Negative Economic Impacts All Negative Economic Impacts Projects a) Description of project structure and objectives b) Description of project’s response to COVID-19 c) Identification of impacted and/or disproportionately impacted communities d) Amount of total project used for evidence-based programs and description of evaluation plan (not required for 2.5, 2.8, 2.21-2.24, 2.27-2.29, 2.31, 2.34-2.36) e) Number of workers enrolled in sectoral job training programs f) Number of workers completing sectoral job training programs g) Number of people participating in summer youth employment programs h) Capital Expenditures i. Presence of capital expenditure in project ii. Total projected capital expenditure iii. Type of capital expenditure iv. Written justification v. Labor reporting Household Assistance (2.1-2.8) a) Number of households served Exhibit N- Page 6 of 15 Version 1.31.23 b) Number of people or households receiving eviction prevention services (2.2 & 2.5 only) (Federal guidance may change this requirement in July 2022) c) Number of affordable housing units preserved or developed (2.2 & 2.5 only) (Federal guidance may change this requirement in July 2022) Healthy Childhood Environments (2.11-2.13) a) Number of children served by childcare and early learning (Federal guidance may change this requirement in July 2022) b) Number of families served by home visiting (Federal guidance may change this requirement in July 2022) Education Assistance (2.14, 2.24-2.27) a) National Center for Education Statistics (“NCES”) School ID or NCES District ID b) Number of students participating in evidence-based programs (Federal guidance may change this requirement in July 2022) Housing Support (2.15, 2.16, 2.18) a) Number of people or households receiving eviction prevention services (Federal guidance may change this requirement in July 2022) b) Number of affordable housing units preserved or developed (Federal guidance may change this requirement in July 2022) Small Business Economic Assistance (2.29-2.33) a) Number of small businesses served Assistance to Non-Profits (2.34) a) Number of non-profits served Aid to Travel, Tourism, and Hospitality or Other Impacted Industries (2.35-2.36) a) Sector of employer b) Purpose of funds c) If other than travel, tourism and hospitality (2.36) – description of hardship EC 3 – Public Health – Negative Economic Impact: Public Sector Capacity Payroll for Public Health and Safety Employees (EC 3.1) a) Number of government FTEs responding to COVID-19 Rehiring Public Sector Staff (EC 3.2) a) Number of FTEs rehired by governments EC 4 – Premium Pay All Premium Pay Projects a) List of sectors designated as critical by the chief executive of the jurisdiction, if beyond those listed in the final rule b) Numbers of workers served c) Employer sector for all subawards to third-party employers d) Written narrative justification of how premium pay is responsive to essential work during the public health emergency for non-exempt workers or those making over 150 percent of the state/county’s average annual wage Exhibit N- Page 7 of 15 Version 1.31.23 e) Number of workers to be served with premium pay in K-12 schools EC 5 – Infrastructure Projects All Infrastructure Projects a) Projected/actual construction start date (month/year) b) Projected/actual initiation of operations date (month/year) c) Location (for broadband, geospatial data of locations to be served) d) Projects over $10 million i. Prevailing wage certification or detailed project employment and local impact report ii. Project labor agreement certification or project workforce continuity plan iii. Prioritization of local hires iv. Community benefit agreement description, if applicable Water and sewer projects (EC 5.1-5.18) a) National Pollutant Discharge Elimination System (NPDES) Permit Number (if applicable; for projects aligned with the Clean Water State Revolving Fund) b) Public Water System (PWS) ID number (if applicable; for projects aligned with the Drinking Water State Revolving Fund) c) Median Household Income of service area d) Lowest Quintile Income of the service area Broadband projects (EC 5.19-5.21) a) Confirm that the project is designed to, upon completion, reliably meet or exceed symmetrical 100 Mbps download and upload speeds. i. If the project is not designed to reliably meet or exceed symmetrical 100 Mbps download and upload speeds, explain why not, and ii. Confirm that the project is designed to, upon completion, meet or exceed 100 Mbps download speed and between at least 20 Mbps and 100 Mbps upload speed, and be scalable to a minimum of 100 Mbps download speed and 100 Mbps upload speed. b) Additional programmatic data will be required for broadband projects and will be defined in a subsequent version of the US Treasury Reporting Guidance, including, but not limited to (Federal guidance may change this requirement in July 2022): i. Number of households (broken out by households on Tribal lands and those not on Tribal lands) that have gained increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, with the number of households with access to minimum speed standard of reliable 100 Mbps symmetrical upload and download and number of households with access to minimum speed standard of reliable 100 Mbps download and 20 Mbps upload ii. Number of institutions and businesses (broken out by institutions on Tribal lands and those not on Tribal lands) that have projected increased access to broadband meeting the minimum speed standards in areas that previously Exhibit N- Page 8 of 15 Version 1.31.23 lacked access to service of at least 25 Mbps download and 3 Mbps upload, in each of the following categories: business, small business, elementary school, secondary school, higher education institution, library, healthcare facility, and public safety organization, with the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps symmetrical upload and download; and number of each type of institution with access to the minimum speed standard of reliable 100 Mbps download and 20 Mbps upload. iii. Narrative identifying speeds/pricing tiers to be offered, including the speed/pricing of its affordability offering, technology to be deployed, miles of fiber, cost per mile, cost per passing, number of households (broken out by households on Tribal lands and those not on Tribal lands) projected to have increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, number of households with access to minimum speed standard of reliable 100 Mbps symmetrical upload and download, number of households with access to minimum speed standard of reliable 100 Mbps download and 20 Mbps upload, and number of institutions and businesses (broken out by institutions on Tribal lands and those not on Tribal lands) projected to have increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, in each of the following categories: business, small business, elementary school, secondary school, higher education institution, library, healthcare facility, and public safety organization. Specify the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps symmetrical upload and download; and the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps download and 20 Mbps upload. All Expenditure Categories a) Program income earned and expended to cover eligible project costs 8.1.2. A Subrecipient shall report the following data elements to Prime Recipient no later than five days after the end of the month following the month in which the Subaward was made. 8.1.2.1. Subrecipient Unique Entity ID; 8.1.2.2. Subrecipient Unique Entity ID if more than one electronic funds transfer (EFT) account; 8.1.2.3. Subrecipient parent’s organization Unique Entity ID; 8.1.2.4. Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; Exhibit N- Page 9 of 15 Version 1.31.23 8.1.2.5. Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.2.6. Subrecipient’s Total Compensation of top 5 most highly compensated Executives if the criteria in §4 above met. 8.1.3. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, the following data elements: 8.1.3.1. Subrecipient’s Unique Entity ID as registered in SAM. 8.1.3.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8.1.3.3. Narrative identifying methodology for serving disadvantaged communities. See the "Project Demographic Distribution" section in the "Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. This requirement is applicable to all projects in Expenditure Categories 1 and 2. 8.1.3.4. Narrative identifying funds allocated towards evidenced-based interventions and the evidence base. See the “Use of Evidence” section in the “Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds” report available at www.treasury.gov. See section 8.1.1 for relevant Expenditure Categories. 8.1.3.5. Narrative describing the structure and objectives of the assistance program and in what manner the aid responds to the public health and negative economic impacts of COVID-19. This requirement is applicable to Expenditure Categories 1 and 2. For aid to travel, tourism, and hospitality or other impacted industries (EC 2.11-2.12), also provide the sector of employer, purpose of funds, and if not travel, tourism and hospitality a description of the pandemic impact on the industry. 8.1.3.6. Narrative identifying the sector served and designated as critical to the health and well-being of residents by the chief executive of the jurisdiction and the number of workers expected to be served. For groups of workers (e.g., an operating unit, a classification of worker, etc.) or, to the extent applicable, individual workers, other than those where the eligible worker receiving premium pay is earning (with the premium pay included) below 150 percent of their residing state or county’s average annual wage for all occupations, as defined by the Bureau of Labor Statistics Occupational Employment and Wage Statistics, whichever is higher, OR the eligible worker receiving premium pay is not exempt from the Fair Labor Standards Act overtime provisions, include justification of how the premium pay or grant is responsive to workers performing essential work during the public health emergency. This could include a description of the essential workers' duties, health or financial risks faced due to COVID-19 but should not include personally identifiable information. This requirement applies to EC 4.1, and 4.2. 8.1.3.7. For infrastructure projects (EC 5), or capital expenditures in any expenditure category, narrative identifying the projected construction start date (month/year), projected initiation of operations date (month/year), and location (for broadband, geospatial location data). For projects over $10 million: 8.1.3.8. Certification that all laborers and mechanics employed by Contractors and Subcontractors in the performance of such project are paid wages at rates not less Exhibit N- Page 10 of 15 Version 1.31.23 than those prevailing, as determined by the U.S. Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code (commonly known as the "Davis-Bacon Act"), for the corresponding classes of laborers and mechanics employed on projects of a character similar to the Agreement work in the civil subdivision of the State (or the District of Columbia) in which the work is to be performed, or by the appropriate State entity pursuant to a corollary State prevailing-wage-in-construction law (commonly known as "baby Davis-Bacon Acts"). If such certification is not provided, a recipient must provide a project employment and local impact report detailing (1) the number of employees of Contractors and sub-contractors working on the project; (2) the number of employees on the project hired directly and hired through a third party; (3) the wages and benefits of workers on the project by classification; and (4) whether those wages are at rates less than those prevailing. Recipients must maintain sufficient records to substantiate this information upon request. 8.1.3.8.1. A Subrecipient may provide a certification that a project includes a project labor agreement, meaning a pre-hire collective bargaining agreement consistent with section 8(f) of the National Labor Relations Act (29 U.S.C. 158(f)). If the recipient does not provide such certification, the recipient must provide a project workforce continuity plan, detailing: (1) how the Subrecipient will ensure the project has ready access to a sufficient supply of appropriately skilled and unskilled labor to ensure high-quality construction throughout the life of the project; (2) how the Subrecipient will minimize risks of labor disputes and disruptions that would jeopardize timeliness and cost-effectiveness of the project; and (3) how the Subrecipient will provide a safe and healthy workplace that avoids delays and costs associated with workplace illnesses, injuries, and fatalities; (4) whether workers on the project will receive wages and benefits that will secure an appropriately skilled workforce in the context of the local or regional labor market; and (5) whether the project has completed a project labor agreement. 8.1.3.8.2. Whether the project prioritizes local hires. 8.1.3.8.3. Whether the project has a Community Benefit Agreement, with a description of any such agreement. 8.1.4. Subrecipient also agrees to comply with any reporting requirements established by the US Treasury, Governor’s Office and Office of the State Controller. The State of Colorado may need additional reporting requirements after this agreement is executed. If there are additional reporting requirements, the State will provide notice of such additional reporting requirements via Exhibit Q – SLFRF Reporting Modification Form. Exhibit N- Page 11 of 15 Version 1.31.23 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and applicable regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through 200.327 thereof. 9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all Agreements and purchase orders for work or products under this award. 9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State, its Contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247, that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 10. ACCESS TO RECORDS. 10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access to Subrecipient’s records and financial statements as necessary for Recipient to meet the requirements of 2 CFR 200.332 (Requirements for pass-through entities), 2 CFR 200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 11. SINGLE AUDIT REQUIREMENTS. 11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient’s fiscal year, the Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501. Exhibit N- Page 12 of 15 Version 1.31.23 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program-specific audit conducted in accordance with 2 CFR 200.507 (Program-specific audits). The Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program’s statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program-specific audit. 11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Subpart F-Audit Requirements. 12. GRANT PROVISIONS FOR SUBRECIPIENT AGREEMENTS. 12.1. In addition to other provisions required by the Federal Awarding Agency or the Prime Recipient, Grantees that are Subrecipients shall comply with the following provisions. Subrecipients shall include all of the following applicable provisions in all Subcontractors entered into by it pursuant to this Grant. 12.1.1. [Applicable to federally assisted construction Agreements.] Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all Agreements that meet the definition of “federally assisted construction Agreement” in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, Office of Federal Agreement Compliance Programs, Equal Employment Opportunity, Department of Labor. 12.1.2. [Applicable to on-site employees working on government-funded construction, alteration and repair projects.] Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). Exhibit N- Page 13 of 15 Version 1.31.23 12.1.3. Rights to Inventions Made Under a grant or agreement. If the Federal Award meets the definition of “funding agreement” under 37 CFR 401.2 (a) and the Prime Recipient or Subrecipient wishes to enter into an Agreement with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Prime Recipient or Subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Agreements and Cooperative Agreements,” and any implementing regulations issued by the Federal Awarding Agency. 12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Agreements and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal awardees to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Awarding Agency and the Regional Office of the Environmental Protection Agency (EPA). 12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A Agreement award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in SAM, in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 12.1.6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal Agreement, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 12.1.7. Never Contract with the Enemy (2 CFR 200.215). Federal awarding agencies and recipients are subject to the regulations implementing “Never Contract with the Enemy” in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered Agreements, grants and cooperative agreements that are expected to exceed $50,000 within the period of performance, are performed outside the United States and its territories, and are in support of a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 12.1.8. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending loan or grant funds on certain telecommunications and video surveillance services or equipment pursuant to 2 CFR 200.216. Exhibit N- Page 14 of 15 Version 1.31.23 12.1.9. Title VI of the Civil Rights Act. The Subgrantee, Contractor, Subcontractor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Agreement (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S. C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CRF Part 22, and herein incorporated by reference and made part of this Agreement or agreement. 13. CERTIFICATIONS. 13.1. Subrecipient Certification. Subrecipient shall sign a “State of Colorado Agreement with Recipient of Federal Recovery Funds” Certification Form in Exhibit E and submit to State Agency with signed grant agreement. 13.2. Unless prohibited by Federal statutes or regulations, Prime Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 14. EXEMPTIONS. 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A Grantee with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 15. EVENT OF DEFAULT AND TERMINATION. 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Grant and the State of Colorado may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30-day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part as follows: 15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-Federal Entity fails to comply with the terms and conditions of a Federal Award; 15.2.2. By the Federal awarding agency or Pass-through Entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; Exhibit N- Page 15 of 15 Version 1.31.23 15.2.3. By the Federal awarding agency or Pass-through Entity with the consent of the Non- Federal Entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; 15.2.4. By the Non-Federal Entity upon sending to the Federal Awarding Agency or Pass-through Entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal Awarding Agency or Pass-through Entity determines in the case of partial termination that the reduced or modified portion of the Federal Award or Subaward will not accomplish the purposes for which the Federal Award was made, the Federal Awarding Agency or Pass-through Entity may terminate the Federal Award in its entirety; or 15.2.5. By the Federal Awarding Agency or Pass-through Entity pursuant to termination provisions included in the Federal Award. Exhibit O - Page 1 of 9 EXHIBIT O AGREEMENT WITH SUBSUBRECIPIENT OF FEDERAL RECOVERY FUNDS Section 602(b) of the Social Security Act (the Act), as added by section 9901 of the American Rescue Plan Act (ARPA), Pub. L. No. 117-2 (March 11, 2021), authorizes the Department of the Treasury (Treasury) to make payments to certain Subrecipients from the Coronavirus State Fiscal Recovery Fund. The State of Colorado has signed and certified a separate agreement with Treasury as a condition of receiving such payments from the Treasury. This agreement is between your organization and the State and your organization is signing and certifying the same terms and conditions included in the State’s separate agreement with Treasury. Your organization is referred to as a Subrecipient. As a condition of your organization receiving federal recovery funds from the State, the authorized representative below hereby (i) certifies that your organization will carry out the activities listed in section 602(c) of the Act and (ii) agrees to the terms attached hereto. Your organization also agrees to use the federal recovery funds as specified in bills passed by the General Assembly and signed by the Governor. Under penalty of perjury, the undersigned official certifies that the authorized representative has read and understood the organization’s obligations in the Assurances of Compliance and Civil Rights Requirements, that any information submitted in conjunction with this assurances document is accurate and complete, and that the organization is in compliance with the nondiscrimination requirements. Subrecipient Name Authorized Representative: Title: Signature: Exhibit O - Page 2 of 9 AGREEMENT WITH SUBRECIPIENT OF FEDERAL RECOVERY FUNDS TERMS AND CONDITIONS Use of Funds. a. Subrecipient understands and agrees that the funds disbursed under this award may only be used in compliance with section 602(c) of the Social Security Act (the Act) and Treasury’s regulations implementing that section and guidance. b. Subrecipient will determine prior to engaging in any project using this assistance that it has the institutional, managerial, and financial capability to ensure proper planning, management, and completion of such project. Period of Performance. The period of performance for this award begins on the date hereof and ends on December 31, 2026. As set forth in Treasury’s implementing regulations, Subrecipient may use award funds to cover eligible costs incurred during the period that begins on March 3, 2021, and ends on December 31, 2024. Reporting. Subrecipient agrees to comply with any reporting obligations established by Treasury as they relate to this award. Subrecipient also agrees to comply with any reporting requirements established by the Governor’s Office and Office of the State Controller. Maintenance of and Access to Records a. Subrecipient shall maintain records and financial documents sufficient to evidence compliance with section 602(c), Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Subrecipient in order to conduct audits or other investigations. c. Records shall be maintained by Subrecipient for a period of five (5) years after all funds have been expended or returned to Treasury, whichever is later. Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award. Administrative Costs. Subrecipient may use funds provided under this award to cover both direct and indirect costs. Subrecipient shall follow guidance on administrative costs issued by the Governor’s Office and Office of the State Controller. Cost Sharing. Cost sharing or matching funds are not required to be provided by Subrecipient. Conflicts of Interest. The State of Colorado understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c) and that such conflict of interest policy Exhibit O - Page 3 of 9 is applicable to each activity funded under this award. Subrecipient and Contractors must disclose in writing to the Office of the State Controller or the pass-through entity, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112. The Office of the State Controller shall disclose such conflict to Treasury. Compliance with Applicable Law and Regulations. a. Subrecipient agrees to comply with the requirements of section 602 of the Act, regulations adopted by Treasury pursuant to section 602(f) of the Act, and guidance issued by Treasury regarding the foregoing. Subrecipient also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and Subrecipient shall provide for such compliance by other parties in any agreements it enters into with other parties relating to this award. b. Federal regulations applicable to this award include, without limitation, the following: i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F – Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. iv. OMB Guidelines to Agencies on Government wide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (Agreements and Subcontractors described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. i. Subrecipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. ii. Government wide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. iii. New Restrictions on Lobbying, 31 C.F.R. Part 21. iv. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. Exhibit O - Page 4 of 9 v. Generally applicable federal environmental laws and regulations. c. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance; ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance; iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. Remedial Actions. In the event of Subrecipient’s noncompliance with section 602 of the Act, other applicable laws, Treasury’s implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 602(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 602(e) of the Act and any additional payments may be subject to withholding as provided in sections 602(b)(6)(A)(ii)(III) of the Act, as applicable. Hatch Act. Subrecipient agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C.§§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance. False Statements. Subrecipient understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or Agreements, and/or any other remedy available by law. Exhibit O - Page 5 of 9 Publications. Any publications produced with funds from this award must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number SLFRF0126 awarded to the State of Colorado by the U.S. Department of the Treasury.” Debts Owed the Federal Government. a. Any funds paid to the Subrecipient (1) in excess of the amount to which the Subrecipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused; or (3) that are determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D) of the Act and have not been repaid by the Subrecipient shall constitute a debt to the federal government. b. Any debts determined to be owed to the federal government must be paid promptly by Subrecipient. A debt is delinquent if it has not been paid by the date specified in Treasury’s initial written demand for payment, unless other satisfactory arrangements have been made or if the Subrecipient knowingly or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt. Disclaimer. a. The United States expressly disclaims any and all responsibility or liability to Subrecipient or third persons for the actions of Subrecipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any other losses resulting in any way from the performance of this award or any Agreement, or Subcontractor under this award. b. The acceptance of this award by Subrecipient does not in any way establish an agency relationship between the United States and Subrecipient. Protections for Whistleblowers. a. In accordance with 41 U.S.C. § 4712, Subrecipient may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal Agreement or grant, a gross waste of federal funds, an abuse of authority relating to a federal Agreement or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal Agreement (including the competition for or negotiation of an Agreement) or grant. b. The list of persons and entities referenced in the paragraph above includes the following: i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General; Exhibit O - Page 6 of 9 iii. The Government Accountability Office; iv. A Treasury employee responsible for Agreement or grant oversight or management; v. An authorized official of the Department of Justice or other law enforcement agency; vi. A court or grand jury; or vii. A management official or other employee of Subrecipient, Contractor, or Subcontractor who has the responsibility to investigate, discover, or address misconduct. c. Subrecipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Subrecipient should encourage its Contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company- owned, rented or personally owned vehicles. 1. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Subrecipient should encourage its employees, Subrecipients, and Contractors to adopt and enforce policies that ban text messaging while driving, and Subrecipient should establish workplace safety policies to decrease accidents caused by distracted drivers. Exhibit O - Page 7 of 9 ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 As a condition of receipt of federal financial assistance from the Department of the Treasury, the Subrecipient provides the assurances stated herein. The federal financial assistance may include federal grants, loans and Agreements to provide assistance to the Subrecipient’s beneficiaries, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass Agreements of guarantee or insurance, regulated programs, licenses, procurement Agreements by the Federal government at market value, or programs that provide direct benefits. The assurances apply to all federal financial assistance from or funds made available through the Department of the Treasury, including any assistance that the Subrecipient may request in the future. The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Subrecipient’s program(s) and activity(ies), so long as any portion of the Subrecipient’s program(s) or activity(ies) is federally assisted in the manner prescribed above. 1. Subrecipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal financial assistance, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance documents. 2. Subrecipient acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP). Subrecipient understands that denying a person access to its programs, services, and activities because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Accordingly, Subrecipient shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. Subrecipient understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the Subrecipient’s programs, services, and activities. 3. Subrecipient agrees to consider the need for language services for LEP persons when Subrecipient develops applicable budgets and conducts programs, services, and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps to provide meaningful access for LEP persons, please visit http://www.lep.gov. Exhibit O - Page 8 of 9 4. Subrecipient acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Subrecipient and Subrecipient’s successors, transferees, and assignees for the period in which such assistance is provided. 5. Subrecipient acknowledges and agrees that it must require any sub-grantees, contractors, subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and agrees to incorporate the following language in every Agreement or agreement subject to Title VI and its regulations between the Subrecipient and the Subrecipient’s sub-grantees, Contractors, Subcontractors, successors, transferees, and assignees: The sub-grantee, Contractor, Subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits Subrecipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Agreement (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this Agreement or agreement. 6. Subrecipient understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Subrecipient, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Subrecipient for the period during which it retains ownership or possession of the property. 7. Subrecipient shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. The Subrecipient shall comply with information requests, on-site compliance reviews and reporting requirements. 8. Subrecipient shall maintain a complaint log and inform the Department of the Treasury of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Subrecipient also must inform the Department of the Treasury if Subrecipient has received no complaints under Title VI. 9. Subrecipient must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Subrecipient and the administrative agency that made the finding. If the Subrecipient settles a case or matter alleging such discrimination, the Subrecipient must provide documentation of the settlement. If Subrecipient has not been the subject of any court or administrative agency finding of Exhibit O - Page 9 of 9 discrimination, please so state. 10. If the Subrecipient makes sub-awards to other agencies or other entities, the Subrecipient is responsible for ensuring that sub-Subrecipients also comply with Title VI and other applicable authorities covered in this document State agencies that make sub-awards must have in place standard grant assurances and review procedures to demonstrate that that they are effectively monitoring the civil rights compliance of sub- Subrecipients. The United States of America has the right to seek judicial enforcement of the terms of this assurances document and nothing in this document alters or limits the federal enforcement measures that the United States may take in order to address violations of this document or applicable federal law. EXHIBIT P SLFRF SUBRECIPIENT QUARTERLY REPORT 1. SLFRF SUBRECIPIENT QUARTERLY REPORT WORKBOOK 1.1 The SLFRF Subrecipient Quarterly Report Workbook must be submitted to the State Agency within ten (10) days following each quarter ended September, December, March and June. The SLFRF Subrecipient Quarterly Report Workbook can be found at: https://osc.colorado.gov/american-rescue-plan-act (see SLFRF Grant Agreement Templates tab) Exhibit P - Page 1 of 1 EXHIBIT Q SAMPLE SLFRF REPORTING MODIFICATION FORM Local Agency: Agreement No: Project Title: Project No: Project Duration: To: From: State Agency: CDOT This form serves as notification that there has been a change to the reporting requirements set forth in the original SLFRF Grant Agreement. The following reporting requirements have been (add/ remove additional rows as necessary): Updated Reporting Requirement (Add/Delete/Modify) Project Number Reporting Requirement By signing this form, the Local Agency agrees to and acknowledges the changes to the reporting requirements set forth in the original SLFRF Grant Agreement. All other terms and conditions of the original SLFRF Grant Agreement, with any approved modifications, remain in full force and effect. Grantee shall submit this form to the State Agency within 10 business days of the date sent by that Agency. Local Agency Date CDOT Program Manager Date Exhibit Q - Page 1 of 1 EXHIBIT R APPLICABLE FEDERAL AWARDS FEDERAL AWARD(S) APPLICABLE TO THIS GRANT AWARD Federal Awarding Office US Department of the Treasury Grant Program Coronavirus State and Local Fiscal Recovery Funds Assistance Listing Number 21.027 Federal Award Number SLFRP0126 Federal Award Date * May 18, 2021 Federal Award End Date December 31, 2024 Federal Statutory Authority Title VI of the Social Security Act, Section 602 Total Amount of Federal Award (this is not the amount of this grant agreement) $3,828,761,790 * Funds may not be available through the Federal Award End Date subject to the provisions in §2 and §5 below. Exhibit R - Page 1 of 1 Exhibit S- Page 1 of 1 EXHIBIT S PII Certification STATE OF COLORADO LOCAL AGENCY CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § 24-74-105, C.R.S., I, _________________, on behalf of __________________________ (legal name of Local Agency) (the “Local Agency”), hereby certify under the penalty of perjury that the Local Agency has not and will not use or disclose any Personal Identifying Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or State law, or to comply with a court-issued subpoena, warrant or order. I hereby represent and certify that I have full legal authority to execute this certification on behalf of the Local Agency. Signature: __________________________ Printed Name: __________________________ Title: __________________________ Date: ___________ EXHIBIT T CHECKLIST OF REQUIRED EXHIBITS DEPENDENT ON FUNDING SOURCE Exhibit T - Page 1 of 2 Checklist for required exhibits due to funding sources. Required Exhibits are dependent on the source of funding. This is a guide to assist in the incorporation and completion of Exhibits in relation to funding sources. Exhibit Funding only from FHWA Funding only from ARPA FHWA and ARPA Funding EXHIBIT A, SCOPE OF WORK EXHIBIT B, SAMPLE OPTION LETTER EXHIBIT C, FUNDING PROVISIONS EXHIBIT D, LOCAL AGENCY RESOLUTION (IF APPLICABLE) EXHIBIT E, LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST EXHIBIT F, CERTIFICATION FOR FEDERAL-AID AGREEMENTS EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES EXHIBIT I, FEDERAL-AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT FORM EXHIBIT M, OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS Exhibit T - Page 2 of 2 EXHIBIT N, FEDERAL TREASURY PROVISIONS EXHIBIT O, AGREEMENT WITH SUBRECIPIENT OF FEDERAL RECOVERY FUNDS EXHIBIT P, SLFRF SUBRECIPIENT QUARTERLY REPORT EXHIBIT Q, SLFRF REPORTING MODIFICATION FORM EXHIBIT R, APPLICABLE FEDERAL AWARDS EXHIBIT S, PII CERTIFICATAION EXHIBIT T, CHECKLIST OF REQUIRED EXHIBITS DEPENDENT ON FUNDING SOURCE SUPPORT AS A MATCH FOR A TRANSPORTATION ALTERNATIVES PROGRAM GRANT APPLICATION FOR IMPROVEMENTS TO THE CLEAR CREEK TRAIL WHEREAS, the City of Wheat Ridge wishes to support an application to the 2023 Transportation Alternatives Program through the Colorado Department of Transportation; and WHEREAS, the City of Wheat Ridge has received information through resident engagement and resident committees that improvements and connections to the Clear Creek Trail system and Wheat Ridge Greenbelt are desired; and WHEREAS, the City of Wheat Ridge wishes to authorize community financial support in the amount of 20% of the final project cost; and WHEREAS, the Transportation Alternatives Program requires the support of City Council in order for the City to submit an application. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Wheat Ridge, Colorado: Section 1. The City supports this grant application and will provide the necessary 20% financial match if awarded the grant. DONE AND RESOLVED this 10th day of April 2023 Bud Starker, Mayor ATTEST: Stephen Kirkpatrick, City Clerk CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 16 Series of 2023 TITLE: A RESOLUTION AUTHORIZING COMMUNITY FINANCIAL ATTACHMENT 3 Attachment B: Maps, Plans, and Photographs City of Wheat Ridge Peaks to Plains Trail Proposal Overall project map within an excerpt of the Wheat Ridge Greenbelt and Peaks to Plains Trail. Project areas circled in purple with purple notes. Subsequent numbered sections are west-to-east along Trail: CDOT disproportionally impacted communities map and project areas circled in red ATTACHMENT 4 Attachment B: Maps, Plans, and Photographs City of Wheat Ridge Peaks to Plains Trail Proposal 1. Asphalt Upgrade and Widening Near Prospect Park: 8’ asphalt removal and replacement with 10’ wide concrete (6” depth) and 2’ crusher fines on each side plus reseeding. 533 square yards of new concrete. L-R: Images of current 8’-wide asphalt section in need of maintenance near Prospect Park. Curves have less visibility in summer when trees are in bloom Attachment B: Maps, Plans, and Photographs City of Wheat Ridge Peaks to Plains Trail Proposal 2. Otis St. Connection (replaced and improved in 2022) to Wadsworth Trail Connection (scheduled to open in 2024 with street project). 1,900 square yards of new 10’-wide, 6” depth concrete plus 2’ crusher fines shoulders on both sides (where feasiblĞ) and re-seeding L-R: In-progress Wadsworth Trail connection to P2P, west-view of Wads/P2P connection and new 10’- wide concrete, east view of 8’-wide concrete and blind curve east of Wads Attachment B: Maps, Plans, and Photographs City of Wheat Ridge Peaks to Plains Trail Proposal 3. Otis St. TH Connection to former Asphalt section, underneath two I-70 overpasses. 852 square yards of new 10’-wide, 6” depth concrete plus 2’ crusher fines shoulders on both sides (where feasiblĞ) and re-seeding L-R: View east from upgraded Otis St. connection and P2P, potential added short trail connection, underpass with bridge abutment encroaching on 8’-wide trail, making it ~6.5’ and impacting use and maintenance Attachment B: Maps, Plans, and Photographs City of Wheat Ridge Peaks to Plains Trail Proposal 4. Asphalt upgrade and widening near I-70 overpass. 8’ asphalt removal and replacement with 370 square yards of 10’ wide concrete (6” depth) and 2’ crusher fines on each side plus reseeding L-R: West transition point, (hard to see with dirt from bridge construction), middle, and east transition point of 8’ asphalt section (from 8’ concrete trail) Attachment B: Maps, Plans, and Photographs City of Wheat Ridge Peaks to Plains Trail Proposal 5. Replacement and widening to 10’ from former asphalt section to 10’ Marshall St. trail connection. 474 square yards of 10’-wide, 6” depth concrete plus 2’ crusher fines shoulders on both sides (where feasiblĞ) and re-seeding. L-R: View looking east of transition to 8’-wide concrete, mid-section of 8’-wide concrete and underpass, view of 10’-wide Marshall St. trail connection Attachment B: Maps, Plans, and Photographs City of Wheat Ridge Peaks to Plains Trail Proposal 6. Marshall St. west connection to proposed Marshall St. east connection and Creekside Park. 551 square yards of new 10’-wide, 6” depth concrete plus 2’ crusher fines shoulders on both sides (where feasiblĞ) and re-seeding L-R: Looking east approaching Marshall St. west connection, Marshall St. underpass, east towards/through Creekside Park Attachment B: Maps, Plans, and Photographs City of Wheat Ridge Peaks to Plains Trail Proposal 7. New trail and park connection from Marshall St. to Peaks to Plains Trail and Creekside Park. 116 square yards of new 10’-wide, 6” depth concrete plus 2’ crusher fines shoulders on both sides (where feasiblĞ) and re-seeding L-R: View of proposed connection from Marshall, view from P2P trail, example similar connection nearby ITEM NO: 1d DATE: November 13, 2023 REQUEST FOR CITY COUNCIL ACTION TITLE: MOTION TO AMEND THE CONTRACT WITH SUNLAND ASPHALT AND CONSTRUCTION, LLC FOR THE RECREATION CENTER PARKING LOT REPAIR PROJECT TO ALLOW FOR AN ADDITIONAL AMOUNT OF $190,000 FOR A TOTAL NOT-TO-EXCEED AMOUNT OF $809,400.72 PUBLIC HEARING ORDINANCES FOR 1ST READING BIDS/MOTIONS ORDINANCES FOR 2ND READING RESOLUTIONS QUASI-JUDICIAL: YES NO _________________________ Director of Public Works City Manager ISSUE: A contract for the repair of the Recreation Center parking lot was approved by the City Council in June 2023 in the amount of $485,900.72 plus a staff-managed contingency of $48,500 for a total not-to-exceed contract amount of $534,400.72. Subsequently, the City Council approved additional contingency amounts of $85,000 for additional items associated with ADA modifications, electrical vehicle striping, and drainage improvements. Calculation of actual quantities for pavement removal and installation as well as the underlying geotextile fabric have resulted in the need for increased contract amount of $190,000. This would increase the total not-to-exceed amount of the contract to $809,400.72. PRIOR ACTION: A contract with Sunland Asphalt and Construction, LLC of Littleton, Colorado was approved by City Council on June 26, 2023, for repair of the Recreation Center parking lot. Council Action – Amendment to Recreation Center Parking Lot Repair Project November 13, 2023 Page 2 FINANCIAL IMPACT: $1,832,725.00 was budgeted for design and construction of this project in the 2023 budget from the Urban Renewal Authority (URA) bond funds. Repairs, consisting of a mill and overlay with a geotextile fabric installation below the pavement, was bid in lieu of complete reconstruction resulting in a lower overall cost. Sunland’s bid was within the Engineer’s Estimate for this work. Due to errors in the quantity calculations, an additional contract amount of $190,000 is being requested to complete all of the originally intended scope of the pavement work. Construction Budget $1,832,725.00 Contract Amount $485,900.72 Contingency $133,500.00 Additional Contract Amount $190,000.00 Total not-to-exceed Costs $809,400.72 Available Remaining Budget $1,023,324.28 BACKGROUND: The plan quantities were determined by city staff. An error in the calculations resulted in an error in the total quantities and thus the bid provided by Sunland. Staff has re-calculated the quantities to perform a mill and overlay, with a geotextile fabric below the new pavement, on all areas of the parking lot and entrance road. These quantities and costs have been double-checked by another staff member. This cross-checking process will be implemented for all future projects. RECOMMENDATION: Staff recommends that City Council approve, by motion, an amendment to the contract with Sunland Asphalt and Construction, LLC to increase the contract amount by $190,000. RECOMMENDED MOTION: “I move to amend the contract with Sunland Asphalt and Construction, LLC for the Recreation Center parking lot repair project to allow for an additional contract amount of $190,000, for a total not to exceed amount of $809,400.72.” Or, “I move to deny amendment of the contract for the Recreation Center parking lot repair project for the following reason(s) _________________.” REPORT PREPARED/REVIEWED BY: Maria D’Andrea, Director of Public Works Patrick Goff, City Manager ITEM NO: 1e DATE: November 13, 2023 REQUEST FOR CITY COUNCIL ACTION TITLE: MOTION TO CANCEL THE DECEMBER 18, 2023, CITY COUNCIL STUDY SESSION PUBLIC HEARING ORDINANCES FOR 1ST READING BIDS/MOTIONS ORDINANCES FOR 2ND READING RESOLUTIONS QUASI-JUDICIAL: YES NO ______________________________ City Manager ISSUE: The City Council Study Session of December 18, 2023 currently does not have any scheduled agenda items. To provide time for City Council and Staff to prepare for the holidays with family and friends, and seeing there are no items currently scheduled for this date it is recommended that City Council cancel this meeting. FINANCIAL IMPACT: None RECOMMENDATIONS: Staff recommend canceling the City Council Study Session scheduled for December 18, 2023. RECOMMENDED MOTION: “I move to cancel the December 18, 2023, City Council Study Session.” Or, “I move to not cancel the December 18, 2023, City Council Study Session for the following reason(s)__________________________________________.” REPORT PREPARED/REVIEWED BY: Patrick Goff, City Manager ITEM NO: 2 DATE: November 13, 2023 REQUEST FOR CITY COUNCIL ACTION TITLE: COUNCIL BILL NO. 27-2023 – AN ORDINANCE APPROVING THE REZONING OF PROPERTY LOCATED AT 10800 W. 48TH AVENUE FROM AGRICULTURAL-ONE (A-1) TO RESIDENTIAL-TWO (R-2) (CASE NO. WZ-23-07) PUBLIC HEARING ORDINANCES FOR 1ST READING (10/09/2023) BIDS/MOTIONS ORDINANCES FOR 2ND READING (11/13/2023) RESOLUTIONS QUASI-JUDICIAL: YES NO _____________________________ Community Development Director City Manager ISSUE: Wei Lian Fu is requesting approval of a zone change from Agricultural-One (A-1) to Residential-Two (R-2) for the property at 10800 W. 48th Avenue. The applicant is the current owner of the property. The zone change will result in a zoning that encourages investment in the site and will enable the land use to become more conforming with the zoning. PRIOR ACTION: Planning Commission reviewed this request at a public hearing held on September 21, 2023, and recommended approval. The staff report and a copy of the draft Planning Commission minutes are attached. City Council approved this ordinance on first reading on October 9, 2023. A motion was made by Councilmember Dozeman and seconded by Councilmember Hoppe and was approved by a vote of 7 to 0. FINANCIAL IMPACT: The proposed ordinance is not expected to have a direct financial impact on the City. Fees in the amount of $700 were collected for the review and processing of Case No. WZ-23-07. If the Council Action Form – Proposed Rezoning at 10800 W. 48th Avenue November 13, 2023 Page 2 rezoning is approved, the City may benefit from various fees collected depending on how the property is repurposed in the future, such as building permit fees and use tax. BACKGROUND: The property is located on the south side of the West I-70 Frontage Road and just northwest of the intersection of W. 48th Avenue and Oak Street. According to the Jefferson County Assessor, the site is approximately 30,536 square feet (0.701 acres). The property currently has one single-unit dwelling built in 1955 and some outbuildings. The property does not meet the one-acre minimum lot size requirement for the Agricultural-One (A-1) zone district and is currently legally nonconforming in terms of lot size. The applicant stated that the property is largely unoccupied at this time. The zone change is the first step of the process for the property to potentially be utilized for a few more dwelling units. Based on its size and width under the R-2 zone district it could accommodate two duplexes, two single-unit dwellings, or one duplex and one single-unit dwelling. If the zone change is approved, the applicant plans to submit a subdivision to split the property from one lot into two. The goal of the zone change and subsequent subdivision is to create two buildable parcels for two duplexes or two single-unit dwellings. This proposed future development pattern would be consistent with the adjacent R-2 neighborhood. Current Zoning The property is currently zoned Agricultural-One (A-1). The lot is legally nonconforming in terms of lot size, functions as a single-unit home, and does not contain agricultural operations. The adjacent properties to the south and west are zoned A-1 and contain a mix of residential and agricultural uses. The properties to the east are all zoned R-2 and contain a mix of duplexes and single-unit dwellings. Proposed Zoning The applicant is requesting the property be rezoned from Agricultural-One (A-1) to Residential- Two (R-2). Both zone districts are intended to provide high quality, safe, quiet, and stable low-density residential neighborhoods. A-1 zoning allows only for single-unit dwelling development; duplexes are not permitted. Being less than an acre in size, the subject property is too small in either zone district to allow any of the nonresidential uses permitted by the zoning (churches, schools, government buildings, and group dwellings). The applicant is requesting the zone change to R-2 so they can subdivide the oversized parcel and build two single-unit dwellings or two duplexes. While this property is located in an established neighborhood that has preserved agricultural properties, it is on the border of a large neighborhood of properties zoned R-2 and is immediately adjacent to an R-2 property. The single-unit and duplex zoning would be consistent with adjacent properties and would not result in significant change to the area. The applicant hopes to rezone in order to have the opportunity to build a maximum of four units that are compatible with nearby R-2 lots. The applicant is seeking to revitalize and reinvest in the property. Council Action Form – Proposed Rezoning at 10800 W. 48th Avenue November 13, 2023 Page 3 A full analysis of the zone change criteria is provided in the attached Planning Division staff report. RECOMMENDATIONS: The application in this case is for the rezoning of property. This action is quasi-judicial, and as a result, the applicant is entitled to a public hearing on the application. As Council is aware, rezoning in Wheat Ridge is accomplished by ordinance (Charter Sec. 5.10; Code Section 26-112). Ordinances require two readings, and by Charter, the public hearing takes place on second reading. Per City Code, the City Council shall use the criteria in Section 26-112 of the code to evaluate the applicant’s request for a zone change. A detailed Planning Commission staff report is enclosed with this criteria analysis, as well as additional information on the existing conditions and zone districts. Staff is ultimately recommending approval of this request. RECOMMENDED MOTION: “I move to approve Council Bill No. 27-2023, an ordinance approving the rezoning of property located at 10800 W. 48th Avenue from Agricultural-One (A-1) to Residential-Two (R-2) on second reading, order it published, and that it takes effect 15 days after final publication.” or, “I move to deny Council Bill No. 27-2023, an ordinance approving the rezoning of property located at 10800 W. 48th Avenue from Agricultural-One (A-1) to Residential-Two (R-2), for the following reasons: 1. City Council has conducted a proper public hearing meeting all public notice requirements as required by Section 26-109 of the Code of Laws. 2. The requested rezoning does not comply with the criteria for review in Section 26-112.E of the Code of Laws for the reasons expressed in the record and the statements of Councilmembers voting against the application. 3. … 4. …” REPORT PREPARED/REVIEWED BY: Alayna Olivas-Loera, Planner II Jana Easley, Planning Manager Lauren Mikulak, Community Development Director Patrick Goff, City Manager ATTACHMENTS: 1. Council Bill No. 27-2023 2. Staff Report 3. Planning Commission Meeting Minutes (09/21/23) ATTACHMENT 1 CITY OF WHEAT RIDGE INTRODUCED BY COUNCIL MEMBER DOZEMAN COUNCIL BILL NO. 27 ORDINANCE NO. 1779 Series of 2023 TITLE: AN ORDINANCE APPROVING THE REZONING OF PROPERTY LOCATED AT 10800 W. 48TH AVENUE FROM AGRICULTURAL- ONE (A-1) TO RESIDENTIAL-TWO (R-2) (CASE NO. WZ-23-07) WHEREAS, Chapter 26 of the Wheat Ridge Code of Laws establishes procedures for the City’s review and approval of requests for land use cases; and WHEREAS, Wei Lian Fu has submitted a land use application for approval of a zone change to the Residential-Two (R-2) zone district for property located at 10800 W. 48th Avenue; and WHEREAS, the City of Wheat Ridge has adopted a comprehensive plan— Envision Wheat Ridge— which specifically designates areas containing established neighborhoods, including the subject site, as a priority for encouraging reinvestment in underutilized properties, maintaining consistent character, and creating opportunities for dwelling ownership; and WHEREAS, a rezoning to R-2 would encourage revitalization of the site and will enable the land to become conforming; and WHEREAS, the City of Wheat Ridge Planning Commission held a public hearing on September 21, 2023, and recommended approval of rezoning the property to Residential-Two (R-2). NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WHEAT RIDGE, COLORADO: Section 1. Upon application by the City of Wheat Ridge for approval of a zone change ordinance from Agricultural-One (A-1) to Residential-Two (R-2) for property located at 10800 W. 48th Avenue, and pursuant to the findings made based on testimony and evidence presented at a public hearing before the Wheat Ridge City Council, a zone change is approved for the following described land: THE NORTH 134 FEET OF THE EAST 228 FEET OF THE NE 1/4 NE 1/4 NW 1/4 OF SECTION 21, TOWNSHIP 3 SOUTH, RANGE 69 W OF THE 6TH P. M. COUNTY OF JEFFERSON, STATE OF COLORADO Section 2. Vested Property Rights. Approval of this zone change does not create vested property right. Vested property rights may only arise and accrue pursuant to the provisions of Section 26-121 of the Code of Laws of the City of Wheat Ridge. Section 3. Safety Clause. The City of Wheat Ridge hereby finds, determines, and declares that this ordinance is promulgated under the general police power of the City of Wheat Ridge, that it is promulgated for the health, safety, and welfare of the public and that this ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the ordinance bears a rational relation to the proper legislative object sought to be attained. Section 4. Severability: Conflicting Ordinance Repealed. If any section, subsection, or clause of the ordinance shall be deemed to be unconstitutional or otherwise invalid, the validity of the remaining sections, subsections and clauses shall not be affected thereby. All other ordinances or parts of ordinances in conflict with the provisions of this Ordinance are hereby repealed. Section 5. Effective Date. This Ordinance shall take effect 15 days after final publication, as provided by Section 5.11 of the Charter. INTRODUCED, READ, AND ADOPTED on first reading by a vote of 7 to 0 on this 9th day of October 2023, ordered published by title and in full on the City’s website as provided by the Home Rule Charter, and Public Hearing and consideration on final passage set for Monday, November 13, 2023, at 6:30 p.m., as a virtual meeting and in the Council Chambers, 7500 West 29th Avenue, Wheat Ridge, Colorado, and that it takes effect 15 days after final publication. READ, ADOPTED AND ORDERED PUBLISHED on second and final reading by a vote of _____ to _____, this _____ day of ___________, 2023. SIGNED by the Mayor on this _______ day of _______________, 2023. ______________________________________ Bud Starker, Mayor ATTEST: _______________________________________ Stephen Kirkpatrick, City Clerk Approved as to Form _______________________________________ Gerald Dahl, City Attorney 1st publication: October 10, 2023 2nd publication: November 14, 2023 Jeffco Transcript: Effective Date: November 29, 2023 Planning Commission 1 Case No. WZ-23-07 / Fu Rezone CITY OF WHEAT RIDGE PLANNING DIVISION STAFF REPORT REVIEW DATES: September 21, 2023 (Planning Commission) / November 13, 2023 (City Council) CASE MANAGER: Alayna Olivas-Loera, Planner II CASE NO. & NAME: WZ-23-07 / Fu Rezone REQUEST: Request for approval of a zone change from Agricultural-One (A-1) to Residential-Two (R-2). LOCATION OF REQUEST: 10800 W. 48th Avenue APPLICANT / OWNER: Wei Lian Fu APPROXIMATE AREA: 30,573 square feet (0.7 acres) PRESENT ZONING: Agricultural-One COMPREHENSIVE PLAN: Neighborhoods ENTER INTO RECORD: (X)CASE FILE & PACKET MATERIALS (X)COMPREHENSIVE PLAN (X)ZONING ORDINANCE (X)DIGITAL PRESENTATION Location Map Site ATTACHMENT 2 Planning Commission 2 Case No. WZ-23-07 / Fu Rezone JURISDICTION: All notification and posting requirements have been met; therefore, there is jurisdiction to hear this case. I.REQUEST The owner of 10800 W. 48th Avenue has submitted an application requesting approval of a zone change from Agricultural-One (A-1) to Residential-Two (R-2) on their property. The zone change is the first step of the process for the property to potentially be utilized for two duplexes, two single-unit dwellings, or one duplex and one single-unit dwelling. If the zone change is approved, the applicant plans to submit a subdivision to split the property from one lot to two. The goal of the zone change and subsequent subdivision is to create two buildable parcels for two duplexes or two single-unit dwellings. II.EXISTING CONDITIONS The property is located on the south side of the I-70 Frontage Road S and just northwest of the intersection of W. 48th Avenue and Oak Street (Exhibit 1, Aerial). The property is currently zoned Agricultural-One (A-1) and contains one single-unit dwelling and various outbuildings (Exhibit 2, Zoning Map). The applicant stated that the property is largely unoccupied at this time. The adjacent properties to the south and west are zoned A-1 and contain a mix of residential and agricultural uses. The properties to the east are all zoned R-2 and contain a mix of duplexes and single-unit dwellings. III. PROPOSED ZONING The applicant is requesting the property be rezoned from Agricultural-One (A-1) to Residential-Two (R-2). Both zone districts are intended to provide high quality, safe, quiet, and stable low-density residential neighborhoods. A-1 zoning allows only for single-unit dwelling development - duplexes are not permitted. The subject property is too small in either zone district to allow any of the nonresidential uses permitted by the zoning (churches, schools, government buildings, and group dwellings). The applicant is requesting the zone change to R-2 so they can subdivide the oversized parcel and build two single-unit dwellings or two duplexes. While this property is located in an established neighborhood that has preserved agricultural properties, it is on the border of a large pocket of R-2 zoned properties and is immediately adjacent to an R-2 property. The single-unit and duplex zoning would be consistent with adjacent properties and would not result in significant change to the area. The applicant hopes to rezone in order to have the opportunity to build a maximum of four units that are proportional to the lots and that would allow the highest and best utilization of the land, and to revitalize and reinvest in the property (Exhibit 3, Applicant Letter). The following table compares the existing and proposed zoning for the property, with standards for new development or major additions. Planning Commission 3 Case No. WZ-23-07 / Fu Rezone Development Standard CURRENT ZONING Agricultural-One (A-1) PROPOSED ZONING Residential-Two (R-2) Uses Allows for single-unit dwellings. Also allows for churches, schools, and government buildings. Allows for single-unit and duplex dwellings. Also allows for churches, schools, and government buildings. Architectural Standards None None Max. Building Height 35’ 35’ Min. Lot area 1 acre 9,000 sf (single unit)/12,500 sf (duplex) Min. Lot width 140’ 75’ (single unit)/100’ (duplex) Max. Lot coverage 25% 40% Setbacks Front / street facing Rear setback Side setbacks 30’ 15’ 15’ 25’ 10’ 5’ (single unit)/5’ per story (duplex) When reviewing the site, staff determined that R-2 is the most suitable zoning for the applicant’s proposal after considering several alternatives: •The property capable of accommodating a two-lot subdivision under R-1 which requires 12,500 square feet per lot and 100 feet of width per lot. There are not currently any R-1 properties located in the vicinity and to prevent spot zoning, staff eliminated this as a possibility. •Other zone districts such as R-1B were discussed but ultimately eliminated for two reasons. The predominant zone districts in the area are A-1 and R-2 and anything other than these districts would not fit in with the existing neighborhoods. Additionally, staff wanted to be conscious of the existing character of the neighborhood which is primarily lower density and larger lots. Rezoning to something that would allow for smaller minimum lot sizes would not be an appropriate fit in this location. R-2 was determined to be the most appropriate option because it retains the lower density single-unit and duplex character of the area and maintains larger lot sizes. The subject site is also located immediately adjacent to a large swath of R-2 zoning which contains a mix of single-unit and duplex dwellings. The R-2 zone district would allow the applicant more flexibility to redevelop the property while maintaining the character of the surrounding neighborhoods. It would also allow the site to become conforming as it does not currently meet the minimum one-acre lot size requirement for the A- 1 zone district. In a subdivided condition, the site would contain two lots which are compatible in size with surrounding conditions. With over 30,000 square feet to work with, the subject property could accommodate two single-unit lots, two duplex lots, or one of each, that exceed the minimum lot area requirements of R-2. IV.ZONE CHANGE CRITERIA Staff has provided an analysis of the zone change criteria outlined in Section 26-112.E. The Planning Commission and City Council shall base its decision in consideration of the extent to which the following criteria have been met: 1.The change of zone promotes the health, safety, and general welfare of the community and will not result in a significant adverse effect on the surrounding area. Planning Commission 4 Case No. WZ-23-07 / Fu Rezone The zone change will not result in adverse effects on the surrounding area. The zone change would enable the land to become conforming, meeting the minimum lot size requirements of the underlying zone district which it currently does not. The rezoning would allow for one additional dwelling unit as is, or a maximum of three additional dwelling units if subdivided. This would be consistent with adjacent land uses. The oversized lot, if subdivided, would result in lots that are comparable in size to adjacent R-2 lots. Staff expects no significant adverse effects on the surrounding area due to the potential final result maintaining the lower density nature of the neighborhood. Staff concludes that this criterion has been met. 2.Adequate infrastructure/facilities are available to serve the types of uses allowed by the change of zone, or the applicant will upgrade and provide such where they do not exist or are under capacity. All responding agencies have indicated they can serve the property. In the event that the current utility capacity is not adequate, the property owner/developer will be responsible for utility upgrades. A building permit will be required for any construction on the property, and fire and building codes are required to be met. Staff concludes that this criterion has been met. 3.The Planning Commission shall also find that at least one (1) of the following conditions exists: a.The change of zone is in conformance, or will bring the property into conformance, with the City of Wheat Ridge comprehensive plan goals, objectives and policies, and other related policies or plans for the area. Envision Wheat Ridge, the City’s comprehensive plan, identifies this area as a Neighborhood (Exhibit 5, Comprehensive Plan). This designation identifies areas where residents of all ages can live safely and comfortably. Defining characteristics of an established neighborhood in the comprehensive plan are consistent character, mature landscaping, high rates of reinvestment and dwelling ownership, consistent maintenance, and high desirability. City goals that are met with the rezoning proposal include encouraging reinvestment in a property, maintaining consistent character, and creating opportunities for dwelling ownership. Staff concludes that this criterion has been met. b.The existing zone classification currently recorded on the official zoning maps of the City of Wheat Ridge is in error. Staff has not found any evidence of an error with the current A-1 zoning designation as it appears on the City zoning maps. Staff concludes that this criterion is not applicable. Planning Commission 5 Case No. WZ-23-07 / Fu Rezone c. A change of character in the area has occurred or is occurring to such a degree that it is in the public interest to encourage redevelopment of the area or to recognize the changing character of the area. Staff finds no evidence of significant changes in the area. The zone change request from A-1 to R-2 neither responds to nor results in notable change of character. Staff concludes that this criterion is not applicable. d. The proposed rezoning is necessary in order to provide for a community need that was not anticipated at the time of the adoption of the City of Wheat Ridge comprehensive plan. The proposed rezoning does not relate to an unanticipated community need. Staff concludes that this criterion is not applicable. Staff concludes that the criteria used to evaluate zone change support this request. V. PUBLIC NOTICING Prior to submittal of an application for a zone change, the applicant is required to hold a neighborhood input meeting in accordance with the requirements of Section 26-109. A meeting for neighborhood input was held on April 11, 2023. This meeting was advertised and conducted as a virtual meeting on Zoom. Two members of the public attended the virtual meeting in addition to the applicant and staff (Exhibit 4, Neighborhood Meeting Summary). As of the date of distribution of this staff report, the City has not received additional comments or inquiries from surrounding property owners. VI. AGENCY REFERRAL All affected service agencies were contacted for comment on the zone change request and regarding the ability to serve the property. Specific referral responses follow: Wheat Ridge Engineering Division: No comments. If future development occurs, comments will be provided at time of plat for this site. Arvada Fire Protection District: No concerns. Any future development would be referred to the district for review and approval. Xcel Energy: No concerns with rezone. Any future development would be referred to the district for review and approval. Century Link: No comments received. Comcast Cable: No comments received. Planning Commission 6 Case No. WZ-23-07 / Fu Rezone Valley Water District: No concerns with rezone. Any future development would be referred to the district for review and approval. Fruitdale Sanitation District: No concerns with rezone. Any future development would be referred to the district for review and approval. VII. STAFF CONCLUSIONS AND RECOMMENDATION Staff concludes that the proposed zone change promotes the health, safety and general welfare of the community and will not result in a significant adverse effect on the surrounding area. Staff further concludes that utility infrastructure adequately serves the property, and the applicant will be responsible for upgrades, if needed in the future. Finally, staff concludes that the zone change is consistent with the goals and objectives of the Comprehensive Plan. Because the zone change evaluation criteria support the zone change request, staff recommends approval of Case No. WZ-23-07. VIII. SUGGESTED MOTIONS Option A: “I move to recommend APPROVAL of Case No. WZ-23-07, a request for approval of a zone change from Agricultural-One (A-1) to Residential-Two (R-2) for property located at 10800 W. 48th Avenue, for the following reasons: 1. The proposed zone change will promote the public health, safety, or welfare of the community and does not result in an adverse effect on the surrounding area. 2. Utility infrastructure adequately services the property. 3. The proposed zone change is consistent with the goals and objectives of the City’s Comprehensive Plan and consistent with the character of existing neighborhoods. 4. The zone change will provide additional opportunity for reinvestment in the area. 5. The criteria used to evaluate a zone change supports the request.” Option B: “I move to recommend DENIAL of Case No. WZ-23-07, a request for approval of a zone change from Agricultural-One (A-1) to Residential-Two (R-2) for property located at 10800 W. 48th Avenue, for the following reasons: 1. 2. …” Planning Commission 7 Case No. WZ-23-07 / Fu Rezone EXHIBIT 1: AERIAL Planning Commission 8 Case No. WZ-23-07 / Fu Rezone EXHIBIT 2: ZONING MAP Planning Commission 9 Case No. WZ-23-07 / Fu Rezone EXHIBIT 3: APPLICANT LETTER Planning Commission 10 Case No. WZ-23-07 / Fu Rezone Planning Commission 11 Case No. WZ-23-07 / Fu Rezone NEIGHBORHOOD MEETING NOTES Meeting Date: April 11, 2023 Attending Staff: Stephanie Stevens, Senior Planner Alayna Olivas-Loera, Planner I Location of Meeting: Virtual Property Address: 10800 W. 48th Avenue Property Owner(s): Mei Zhen Property Owner(s) Present? Yes Applicant: Mei Zhen Applicant Present? Yes Existing Zoning: Agricultural-One (A-1) Existing Comp. Plan: Neighborhoods Existing Site Conditions: The property is located on the south side of the I-70 Frontage Road S and just northwest of the intersection of W. 48th Avenue and Oak Street. The property is currently zoned Agricultural-One (A-1) and contains one single-unit home and various outbuildings. The applicant stated that the property is largely unoccupied at this time. The adjacent properties to the south and west are zoned A-1 and contain a mix of residential and agricultural uses. The properties to the east are all zoned R-2 and contain a mix of duplexes and single-unit home. According to the Jefferson County Assessor, the site is approximately 30,536 square feet (0.701 acres). The property currently has one single-unit home built in 1955 and some outbuildings. Applicant/Owner Preliminary Proposal: The applicant is proposing to rezone the property to Residential-Two (R-2) to facilitate future development, including the possibility of a two-lot subdivision with single-unit homes or duplexes. The following is a summary of the neighborhood meeting: EXHIBIT 4: NEIGHBORHOOD MEETING Planning Commission 12 Case No. WZ-23-07 / Fu Rezone • In addition to the applicant, the applicant’s team and staff, two members of the public attended the neighborhood meeting. The participant list is attached from Zoom, which serves as the virtual sign- in sheet. • Two members of the public, Denise Midroy and Nato Francescato, spoke at the meeting. • Staff discussed the site, its zoning and future land use. • The applicant and members of the public were informed of the process for the Zone Change. • The members of the public were informed of their opportunity to make comments during the process and at the public hearing, if required. The following issues were discussed regarding the Zone Change request and proposed development: • Neighbors expressed general support for rezone • What are the long term goals for the site? The end goal is to clean the property up and improve it. If the rezone is approved, the goal would be to subdivide the property into two lots to allow for either two new single-unit dwellings (one on each lot) or two duplexes (one on each lot). The property owner does not have concrete plans for this yet as they are in the early stages of the process and must first get through the rezone. • General questions about CDOT interchange improvement plans and turn signal at the light nearby on Kipling Street Staff discussed that CDOT has jurisdiction over the intersection at the Frontage Road S and Kipling Street and encouraged a quick look at CDOT’s website for more information. Pertaining to the interchange project, staff discussed that CDOT does not currently have any concrete plans nor funding in place for this project and that information on its movement is limited. • There were general concerns with the potential for density to creep further into an otherwise agricultural neighborhood if this zone change were to be approved Staff acknowledged this concern and agreed that it is valid and is something that is very possible and has happened in other neighborhoods around the city. Staff explained reasons for supporting this specific potential rezone which included the immediate adjacency to R-2 zoning which contains duplexes, the adjacency to the Frontage Road S, and alignment with the goals for more housing options in this area as written in the 44th Avenue Subarea Plan. In context sensitive neighborhoods such as this one, staff is very careful about what they will and will not support and these requests are reviewed on a very subjective case by case basis. Zoom Attendee Report: User Name Stephanie Stevens - City of Wheat Ridge Mei Zhao – Owner’s Representative Alayna Olivas-Loera – City of Wheat Ridge Nato Francescato Denise Midroy Planning Commission 13 Case No. WZ-23-07 / Fu Rezone The following in an excerpt from the Structure Map within the Comprehensive Plan. EXHIBIT 5: COMPREHENSIVE PLAN Subject Property Planning Commission 14 Case No. WZ-23-07 / Fu Rezone View of the subject property looking south from the I-70 Frontage Road. (Source: Google Maps February 2022) EXHIBIT 6: SITE PHOTOS View of the subject property looking northwest from Oak Street. (Source: Google Maps February 2022) Planning Commission Minutes -1 – September 21, 2023 PLANNING COMMISSION Minutes of Meeting September 21, 2023 1.CALL THE MEETING TO ORDER The meeting was called to order by Chair DITULLIO at 6:34 p.m. This meeting was held in person and virtually, using Zoom video-teleconferencing technology. 2.ROLL CALL OF MEMBERS Commission Members Present:Kristine Disney Jerry DiTullio Daniel Larson Janet Leo Jonathan Schelke Commission Members Absent: Will Kerns Patrick Quinn Staff Members Present: Jana Easley, Planning Manager Alayna Olivas-Loera, Planner II Tammy Odean, Recording Secretary 3.PLEDGE OF ALLEGIANCE 4.APPROVE ORDER OF THE AGENDA It was moved by consensus to approve the order of the agenda as written. 5.APPROVAL OF MINUTES – August 17, 2023 It was moved by Commissioner DISNEY and seconded by Commissioner LARSON to approve the minutes of August 17, 2023, as written. Motion carried 4-0-1 with Commissioner SCHELKE abstaining. 6.PUBLIC FORUM (This is the time for any person to speak on any subject not appearing on the agenda.) No one wished to speak at this time. 7.PUBLIC HEARING ATTACHMENT 3 Planning Commission Minutes - 2 – September 21, 2023 A. Case No. WZ-23-07: an application filed by Wei Lian Fu for approval of a zone change from Agriculture-One (A-1 to Residential-Two (R-2) on property located at 10800 West 48th Avenue. Chair DITULLIO opened the public hearing. Ms. Olivas-Loera gave a short presentation regarding the zone change and the application. She entered into the record the contents of the case file, packet materials, the zoning ordinance, and the contents of the digital presentation. She stated the public notice and posting requirements have been met, therefore the Planning Commission has jurisdiction to hear this case. Mei Zhao, Applicant Representative 10800 W. 48th Ave. Ms. Zhao explained that Ms. Fu, the applicant, is hoping for approval of a zone change for this property because it is an outdated property, not well maintained and will conform and unify with the properties to the east. Nato Francescato, neighbor 4760 Parfet St. Mr. Francescato mentioned he is a proponent for the zone change on this property and is in favor of higher density. Commissioner LARSON asked what CD zoning is. Ms. Olivas-Loera explained CD is a Conservation District and cannot be developed. Commissioner LARSON also inquired if the current structure is occupied and if there is running water. Ms. Zhao confirmed that nobody currently lives there and said the property is on a well but is insufficient. She added that if the rezone is approved then it is planned to connect to City water. In response to a question for Commissioner DISNEY Ms. Zhao explained the applicant has not developed a property in the past and they will be hiring a general contractor to help them. Commissioner LEO asked for clarification on what can be built on each parcel if subdivided. Ms. Zhao clarified there will only be a single family or duplex on each parcel. Planning Commission Minutes - 3 – September 21, 2023 Commissioner DITULLIO asked if the family is thinking of living on one of the parcels once developed. Ms. Zhao said they family is not sure yet and it depends on the cost to develop. Commissioner LARSON asked what the City’s outlook is on keeping other properties in the neighborhood Agricultural or rezoning them as well. Ms. Olivas-Loera mentioned that this is topic of discussion and cannot guarantee what can happen in the future, but future rezonings would consider the surrounding area, and staff may be more conservative on what staff is willing to support. She added this property was unique because of its adjacency to existing R-2 currently. She added the 44th Avenue Subarea plan calls for diverse types of housing in this area so other applications, if they come in, will be reviewed on a case-by-case basis. Chair DITULLIO closed the public hearing. It was moved by Commissioner LARSON and seconded by Commissioner LEO to recommend APPROVAL of Case No. WZ-23-07, a request for approval of a zone change from Agricultural-One (A-1) to Residential-Two (R-2) for property located at 10800 West 48th Avenue, for the following reasons: 1. The proposed zone change will promote the public health, safety, or welfare of the community and does not result in an adverse effect on the surrounding area. 2. Utility infrastructure adequately services the property. 3. The proposed zone change is consistent with the goals and objectives of the City’s Comprehensive Plan and consistent with the character of existing neighborhood. 4. The zone Change will provide additional opportunity for reinvestment in the area. 5. The criteria used to evaluate a zone change supports the request. Motion carried 5-0. 8. OLD BUSINESS 9. NEW BUSINESS A. Upcoming Dates Ms. Easley confirmed that the October 5 Planning Commission meeting has been cancelled but the October 19 meeting will be held. ITEM NO: 3 DATE: November 13, 2023 REQUEST FOR CITY COUNCIL ACTION TITLE: COUNCIL BILL NO. 28-2023 – AN ORDINANCE AMENDING ARTICLE VII OF CHAPTER 26 OF THE WHEAT RIDGE CODE OF LAWS, CONCERNING THE CITY’S BILLBOARD REQUIREMENTS, AND MAKING CONFORMING AMENDMENTS THEREWITH PUBLIC HEARING ORDINANCES FOR 1ST READING (11/13/23) BIDS/MOTIONS ORDINANCES FOR 2ND READING (11/27/23) RESOLUTIONS QUASI-JUDICIAL: YES NO _____________________________ Community Development Director City Manager ISSUE: The proposed ordinance updates the City’s billboard regulations to accomplish several main goals: to remove the lottery process for billboard vacancies, to reduce the maximum number of billboards within the City as they are abandoned, to establish a maximum distance between billboards and the highway, and to clarify existing development standards. PRIOR ACTION: This topic was discussed with City Council in a study session on September 25, 2023, at which time Council provided consensus for staff to proceed with a code amendment. Council supported the changes proposed by staff and provided policy direction to prohibit new billboards. Planning Commission reviewed this ordinance at a public hearing held on October 19, 2023, and recommended approval by a vote of 4 to 1. A copy of the Planning Commission minutes will be provided with the second reading materials. FINANCIAL IMPACT: The proposed ordinance is not expected to have a financial impact on the City. Council Action Form – Billboard Regulations November 13, 2023 Page 2 BACKGROUND: Since 1991, the City Code has allowed up to 16 billboards within the city limits. In 2007, the definition of a billboard was revised to include that it must be “oriented to the interstate highway.” Based on that code change, a determination was made in 2015 that two signs previously considered billboards were no longer because they were too far from the highway. This resulted in two billboard vacancies. One was filled quickly, but the second has yet to be filled after a series of unsuccessful lottery processes. The most recent lottery process resulted in an appeal from the applicant to the Board of Adjustment, District Court, and Colorado Court of Appeals. The appeal is based on the ambiguity of what it means to be “oriented to the interstate highway.” Based on lessons learned over the last eight years, staff discussed billboard regulations with City Council on September 25, 2023, and proposed several clarifications in the code. Council direction was to proceed with clarifications and updates to development standards. Council also provided policy direction to reduce billboards as they are vacated. Billboards provide no revenue to the City and do not usually advertise for local businesses. As a result, staff is recommending that the billboard code be repealed and reenacted to incorporate the proposed changes in a clear and concise manner. The current code is also attached for reference. PROPOSED ORDINANCE: The ordinance consists of several changes, which are outlined below, and are based on the consensus of City Council from the September 25, 2023, study session, with additional input from the City Attorney. The proposed code amendment addresses several main topics: 1. Removes the lottery process for vacancies. There is no longer a need for a lottery process, if the number of billboards allowed in the City is reduced when a billboard is fully abandoned (see item 3 below). 2. Establishes clear language on what constitutes an abandoned billboard. Code language was added to ensure billboard owners and property owners understand how a billboard can be considered fully abandoned and requirements for removal of abandoned billboards. 3. Reduces the maximum number of billboards within the City as they are abandoned. Once a billboard is deemed to be fully abandoned, that billboard must be removed and a new one cannot be installed in its place or in a new location. This does not prevent the sign owner from temporarily removing the sign for maintenance or reconstruction, and the repair and replace language is similar to the current code language. 4. Provides a clear process for non-maintenance that could result in a billboard being deemed abandoned. This section covers the notice and hearing process by which an unmaintained sign that is no longer structurally sound or safe may be determined to be an Council Action Form – Billboard Regulations November 13, 2023 Page 3 abandoned billboard. Adding a clear process provides applicants with an avenue to repair or reconstruct the sign and provides the City with defensibility in the event of a lawsuit. 5. Establishes a maximum distance between billboards and the highway in the code. The recent appeal is based largely on ambiguous language regarding what it means for a billboard to be “oriented to an interstate highway.” The City’s 15 existing billboards are all within 250 feet of the highway. Establishing a maximum distance between a billboard and the highway would eliminate the ambiguity of the phrase “oriented to” and would provide significantly more clarity for staff and applicants. The Colorado Department of Transportation (CDOT) enforces state and federal regulations related to billboards that are within 660 feet of highway right-of-way. This distance was recommended in 1990, but not codified and local zoning can establish a different and more restrictive dimensional standard. 6. Addresses changeable copy signs. None of the billboards within the City use electronic messaging or changeable copy, as defined by the code. All are static billboard signs. Staff suggests adding a prohibition against changeable copy for billboards since they can be very distracting for drivers and because changeable copy has previously been determined to be prohibited for billboards. 7. Provides clarifications. Several minor clarifications are recommended to be codified based on the pattern of questions received over the last decade. These clarifications address the following: a. The specific method by which setbacks are measured. b. The specific method by which height is measured. c. The standards associated with V-shaped billboards. Most billboards in the City are already double-sided, and it is customary to include a maximum angle for a double-sided billboard that is V-shaped. d. Defines a “pedestal” type sign. 8. Amends the Official Billboard Zoning Map. Since all of the existing billboards are located withing the area previously known as “B,” there is no reason to keep area “A” on the map, and the map should be amended accordingly. RECOMMENDATIONS: Staff recommends approval of the ordinance. RECOMMENDED MOTION: “I move to approve Council Bill No. 28-2023, an ordinance repealing and reenacting Section 26-712 of Article VII of Chapter 26 of the Wheat Ridge Code of Laws, concerning the City’s billboard regulations, and making conforming amendments therewith, on first reading, order it published, the public hearing set for Monday, November 27, 2023 at 6:30 p.m. as a virtual Council Action Form – Billboard Regulations November 13, 2023 Page 4 meeting and in City Council Chambers, and that it take effect fifteen (15) days after final publication.” Or, “I move to postpone indefinitely Council Bill No. 28-2023, an ordinance amending Section 26-712 of Article VII of Chapter 26 of the Wheat Ridge Code of Laws, concerning the City’s billboard regulations, and making conforming amendments therewith for the following reason(s): ______________________________________.” REPORT PREPARED/REVIEWED BY: Jana Easley, Planning Manager Lauren Mikulak, Community Development Director Patrick Goff, City Manager ATTACHMENTS: 1. Council Bill No. 28-2023 2. Current Section 26-712 of the Code of Laws CITY OF WHEAT RIDGE, COLORADO INTRODUCED BY COUNCIL MEMBER ___________ COUNCIL BILL NO. 1780 ORDINANCE NO. 28-2023 Series 2023 TITLE: AN ORDINANCE AMENDING ARTICLE VII OF CHAPTER 26 OF THE WHEAT RIDGE CODE OF LAWS, CONCERNING THE CITY’S BILLBOARD REQUIREMENTS, AND MAKING CONFORMING AMENDMENTS THEREWITH WHEREAS, the City of Wheat Ridge is a home rule municipality having all powers conferred by Article XX of the Colorado Constitution; WHEREAS, pursuant to its home rule authority and C.R.S. § 31-23-101, the City, acting through its City Council (the “Council”), is authorized to adopt ordinances for the protection of the public health, safety, or welfare; WHEREAS, in the exercise of this authority, the Council has previously adopted Section 26-712 of Article VII of Chapter 26 of the Code of Laws, concerning billboard requirements; WHEREAS, the Council recognizes that from time to time the City’s zoning code needs to be updated to establish standards not included in original regulations, to include modern terms and uses, and to provide clarity to City staff and the public; and WHEREAS, the Council finds that the billboards requirements found at Section 26-712 of Article VII of Chapter 26 have not been comprehensively reviewed or updated since the amendment in 2016 and require revision. NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WHEAT RIDGE, COLORADO: Section 1. Section 26-712 of the Wheat Ridge Code of Laws, concerning billboards, is hereby repealed and reenacted as follows: Sec. 26-712. Billboards; specifications and regulations. A. General provisions. 1. Intent. The intent of this section is as follows: a. To prohibit new billboards within the city; b. To honor the rights of existing billboard owners; c. To provide minimum standards and a process for maintenance and replacement; and d. To provide a process for abandoning billboards. ATTACHMENT 1 2. Billboard District. For the purpose of this section, the city has one (1) billboard district, as shown on the official billboard zoning map of the city and incorporated herein, as shown below as the shaded area. Official Billboard Zoning Map 3. State approval required. Billboard structures are allowed in the city as provided by this section; provided that any billboard proposed to be rebuilt or replaced within six hundred sixty (660) feet of the right-of-way line of any state or federal highway requires approval by the state in writing and that such written approval is made available to the department of community development. 4. No existing billboard may be rebuilt or replaced except in conformance with these regulations. B. Maximum Number of Billboards Permitted. 1. On and after [codifier to enter effective date of this ordinance], the maximum number of allowed billboards within the City is fifteen (15). 2. When a billboard is fully abandoned, as described in subsection F., below, the maximum number of billboards within the City shall automatically be reduced accordingly. C. Design standards. 1. Roof-mounted billboards are not allowed. Billboard District Figure 26-712.1 2. Changeable copy billboard signs are not allowed. 3. Billboards shall be located within two hundred and fifty (250) feet of a highway, excluding on- and off-ramps, as measured radially from the leading edge of the billboard to the closest edge of the highway right-of- way line. 4. Structure setbacks shall be as required for a principal structure in the zoning district where the billboard is located and shall be measured perpendicularly from the property line to the leading edge of the billboard or structure, whichever is closest. 5. All replacement billboards shall be of the pedestal type, unless prohibited by soil conditions as certified by a professional engineer. As used herein, “pedestal” type signs are freestanding signs supported by one or more columns, poles, or support structures. 6. The maximum sign face size for a single-sided, two-sided, or V-shaped sign with an angle of less than sixty (60) degrees shall not exceed seven hundred fifty (750) square feet per sign face. For V-shaped signs with greater than a 60-degree angle, the combined size of both sign faces shall not exceed 750 square feet, and the total length of both sign faces shall not exceed six (6) times the height of the sign face. 7. The maximum height to the highest point of the billboard shall not exceed thirty-two (32) feet. D. Maintenance. 1. Billboards shall be maintained in a neat and safe condition. 2. When, in the opinion of the chief building official, the safety of an existing billboard is questionable, the billboard owner shall, within thirty (30) days of notification of the same from the chief building official, either remove the billboard or furnish a certificate from a Colorado-registered professional engineer with a specialization in civil, structural, or mechanical engineering certifying to its safety. 3. In the event the requested certificate is provided and approved by the chief building official, no further action is necessary. 4. In the event the certificate is not provided, or if provided, is deemed by the chief building official to be insufficient, the billboard owner shall have an additional thirty (30) days to provide a revised certificate or remove the billboard. 5. In the event the certificate is not amended to the satisfaction of the chief building official, or the billboard is not removed, the billboard shall be deemed abandoned, and the City may proceed with administrative enforcement under Article V of Chapter 2 of the Code of Laws and/or prosecution in the municipal court under Sections 1-5 and 1-6 of the Code of Laws. E. Temporary removal and replacement. 1. A billboard may be temporarily removed and replaced under the following conditions: a. The owner of the billboard or the property upon which it is located has filed written notice of its intent to temporarily remove the billboard with the community development director, which notice shall include the purpose for the temporary removal and a projected timeline to replace the billboard; b. The billboard is proposed to be removed to perform structural upgrades or modifications or for a similar purpose approved by the community development director; c. The billboard will be relocated on the same property in substantially the same location, as determined by the community development director in their sole discretion; d. The time the billboard is removed shall not exceed one hundred eighty (180) days; e. The community development director has issued written approval of the temporary removal; and f. All required building permits, licenses, or other approvals necessary to lawfully remove the billboard have been obtained prior to removal. 2. Failure to comply with any of the conditions under which temporary removal is permitted under subsection E.1., above, shall be considered abandonment. F. Abandonment. 1. A billboard may be deemed fully abandoned if one (1) of the following occurs: a. The owner of the billboard or the property owner upon which the sign is located files written notice of its intent to abandon the billboard with the community development director. It shall be unlawful for an owner to fail to remove a billboard as specified in a notice of intent to abandon filed hereunder. A billboard existing after the date of its abandonment shall be and is hereby declared a nuisance, as defined by Section 15-4 of this Code, and shall be subject to the abatement and other enforcement remedies and penalties set forth under Article II of Chapter 15 of this Code; b. Following notice from the city based on failure of the billboard owner to adequately maintain the sign pursuant to subsection D., above; or c. Removal without following the temporary removal and replacement process outlined in subsection E., above. Section 2. Severability, Conflicting Ordinances Repealed. If any section, subsection or clause of this Ordinance shall be deemed to be unconstitutional or otherwise invalid, the validity of the remaining sections, subsections and clauses shall not be affected thereby. All other ordinances or parts of ordinances in conflict with the provisions of this Ordinance are hereby repealed. Section 3. Effective Date. This Ordinance shall take effect fifteen (15) days after final publication, as provided by Section 5.11 of the Charter. INTRODUCED, READ, AND ADOPTED on first reading by a vote of ___ to ___ on this 13th day of November 2023, ordered published by title and in full on the City’s website as provided by the Home Rule Charter, and Public Hearing and consideration on final passage set for November 27, 2023, at 6:30 p.m., as a virtual meeting and in the Council Chambers, 7500 West 29th Avenue, Wheat Ridge, Colorado. READ, ADOPTED AND ORDERED PUBLISHED on second and final reading by a vote of ___ to ___, this __ day of _____, 2023. SIGNED by the Mayor on this _____ day of ____________, 2023. _______________________________ Bud Starker, Mayor ATTEST: _________________________ Stephen Kirkpatrick, City Clerk Approved as to Form _________________________ Gerald E. Dahl, City Attorney First Publication: November 14, 2023 Second Publication: November 28, 2023 Effective Date: December 13, 2023 Published: Jeffco Transcript and www.ci.wheatridge.co.us Exhibit 1: Current Section 26-712 of the Code of Laws Created: 2023-10-12 10:20:14 [EST] (Supp. No. 71, Update 1) Page 1 of 3 Sec. 26-712. Billboards; specifications and regulations. A.General provisions. 1. For the purpose of this subsection, the city is divided into two (2) billboard districts, B-1, and B-2, as shown on the official billboard zoning map of the city and incorporated herein as seen below. Official Billboard Zoning Map 2. Billboard structures are allowed in the city as provided by this section; provided, that any billboard proposed to be located, relocated or rebuilt within six hundred sixty (660) feet of the right-of-way line of any state or federal highway is additionally approved by the state in writing and that such written approval is made available to the department of community development. 3. Setbacks shall be as required for a principal structure in the zoning district where located. 4. Roof billboards are not allowed. 5. All new billboards shall be of the pedestal type, unless prohibited by soil conditions as certified by a professional engineer. 6. Existing billboards are to be maintained in a neat and safe condition; provided, that no existing billboard may be rebuilt or replaced except in conformance to these regulations; and provided, that when, in the opinion of the building inspector, the safety of an existing billboard is questionable, the billboard owner shall either remove the billboard within thirty (30) days of notification or shall furnish a certificate from a Colorado-registered professional engineer with a specialization in civil, structural or mechanical engineering certifying to its safety. 2 ATTACHMENT 2 Exhibit 1: Current Section 26-712 of the Code of Laws Created: 2023-10-12 10:20:14 [EST] (Supp. No. 71, Update 1) Page 2 of 3 B. B-1 district. On and after January 1, 1996, billboards are prohibited in the B-1 district. C. B-2 district. 1. Maximum number allowed is sixteen (16); provided, that existing billboards located within the B-1 district may be relocated to the B-2 district regardless of the maximum number. 2. Maximum size equals seven hundred fifty (750) square feet. 3. Setbacks shall be as required for a principal structure in the zoning district where located. 4. Maximum height shall be thirty-two (32) feet. 5. Length shall not exceed three and one-half (3½) times the height. 6. No new billboard may be located closer than six hundred (600) feet to any other billboard facing in the same direction on the same roadway as defined by roadway name or number. 7. Nonconforming billboards are subject to the provisions of section 26-707A. hereof. D. Processing of billboard vacancies. 1. An existing billboard will be considered abandoned, creating a billboard vacancy, under the following circumstances: a. The owner of the billboard or the property upon which it is located files written notice of its intent to abandon the billboard with the director of community development. In this event, the city may begin to process the pending vacancy, as set forth in this subsection d., prior to the removal of the billboard. It shall be unlawful for an owner to fail to remove a billboard as specified in a notice of intent to abandon filed hereunder. A billboard existing after the date of its abandonment shall be and is hereby declared a nuisance, as defined by section 15-4 of this Code, and shall be subject to the abatement and other enforcement remedies and penalties set forth under article ii of chapter 15 of this Code. b. A billboard is removed; provided however that a billboard may be temporarily removed and re- located, under the following conditions: (1) The owner of the billboard or the property upon which it is located has filed written notice of its intent to temporarily remove the billboard with the director of community development, which notice shall include the purpose for the temporary removal and a projected timeline to re-locate the billboard; (2) The billboard is proposed to be removed to perform structural upgrades, modifications or another purpose approved by the community development director; (3) The billboard will be re-located on the same property in substantially the same location, as determined by the community development director in his or her sole discretion; (4) The time the billboard is removed shall not exceed one hundred eighty (180) days; (5) The community development director has issued prior written approval of the temporary removal; and (6) All required building permits, licenses or other approvals necessary to lawfully remove the billboard have been obtained prior to removal. c. Failure to comply with any of the conditions under which temporary removal is permitted under subparagraph 1.b., above. 2. Whenever an abandonment or other event results in fewer than the maximum permitted number of billboards to be located within the city, the city shall declare that a vacancy exists and publish notice of Exhibit 1: Current Section 26-712 of the Code of Laws Created: 2023-10-12 10:20:14 [EST] (Supp. No. 71, Update 1) Page 3 of 3 the vacancy on the city's website and post such notice at the city's official posting places. The determination and declaration of a vacancy shall be in the city's sole and absolute discretion. The notice of vacancy shall provide that interested parties must file a preliminary application with the city within thirty (30) days of the date of notice. 3. The city shall accept preliminary applications from interested parties for thirty (30) days from the date of the notice of vacancy. Preliminary applications must include, at a minimum, the following information: a. A letter of intent from the applicant; b. The proposed location of the billboard, including either property address or assessor parcel id; and c. Written permission of the property owner to locate the billboard, if the property owner is not the named applicant. 4. The community development director will determine whether preliminary applications are complete and proposed locations are eligible pursuant to chapter 26 of the Code of Laws. 5. In the event more than one complete and eligible preliminary application is timely filed, the city shall select one preliminary application to continue processing by lottery. All potential applicants in the lottery shall be notified of the time and place that lots shall be drawn and may attend and observe the process. If the city does not receive any preliminary applications within the initial thirty-day response period, the city shall maintain the notice of vacancy on the city's website. The notice of vacancy shall be amended to reflect that the initial response period has lapsed and that preliminary applications will now be accepted and processed by the city in the order received. If more than one (1) preliminary application is thereafter received by city on the same date, the lottery process set forth above shall be used to select one (1) application to continue processing. 6. The sole or selected applicant must file a complete building permit application within one hundred eighty (180) days of: a. The date the applicant is selected by lottery, if so selected; b. The expiration of the initial thirty-day response period if the applicant is the only party that has filed a timely letter of intent; or c. The date of the applicant's preliminary application if submitted after the initial thirty-day response period; Provided, however, that the community development director may authorize an extension of not more than one hundred eighty (180) additional days upon a showing by the applicant that it is making substantial progress towards filing a complete application, as determined by the director in his or her sole and absolute discretion. 7. An applicant's failure to meet deadlines or to timely file materials and information necessary to comply with the permit process, as determined by the community development director in his or her sole and absolute discretion, shall result in the rejection of his or her application and the generation of a new notice of vacancy, in accordance with paragraph 2., above. (Ord. No. 2001-1215, § 1, 2-26-01; Ord. No. 1288, §§ 1, 2, 5-12-03; Ord. No. 1610 , § 1, 10-10-16; Ord. No. 1641 , § 11, 4-23-18) Editor's note(s)—See note to § 26-711. ITEM NO: 4 DATE: November 13, 2023 REQUEST FOR CITY COUNCIL ACTION TITLE: COUNCIL BILL NO. 29-2023 – AN ORDINANCE APPROVING THE REZONING OF PROPERTIES LOCATED AT 3650 AND 3660 WADSWORTH BOULEVARD FROM RESTRICTED-COMMERCIAL (R-C) AND NEIGHBORHOOD-COMMERCIAL (N-C) TO MIXED USE-NEIGHBORHOOD (MU-N) (CASE NO. WZ-23-08) PUBLIC HEARING ORDINANCES FOR 1ST READING (11/13/2023) BIDS/MOTIONS ORDINANCES FOR 2ND READING (12/11/2023) RESOLUTIONS QUASI-JUDICIAL: YES NO _ ____________________________ Community Development Director City Manager ISSUE: Batt Cave LLC is requesting approval of a zone change from Restricted-Commercial (R-C) and Neighborhood-Commercial (N-C) to Mixed Use-Neighborhood (MU-N) for the properties at 3650 and 3660 Wadsworth Boulevard. The zone change will result in one zoning across both parcels, will provide a continuation of the MU-N zoning from the east, and reflects both the transitional nature of this location and the character of the Wadsworth Corridor. PRIOR ACTION: Planning Commission reviewed this request at a public hearing held on November 2, 2023, and recommended approval. The staff report and a copy of the draft Planning Commission minutes will be provided with the second reading materials. FINANCIAL IMPACT: The proposed ordinance is not expected to have a direct financial impact on the City. Fees in the amount of $700 were collected for the review and processing of Case No. WZ-23-08. If the rezoning is approved, the City may benefit from various fees collected depending on how the property is repurposed in the future, such as building permit fees and use tax. Council Action Form – Proposed Rezoning at 3650-3660 Wadsworth Boulevard November 13, 2023 Page 2 BACKGROUND: The site is located on the east side of Wadsworth Boulevard between W. 38th Avenue and W. 36th Avenue. The property at 3660 Wadsworth Boulevard is zoned Neighborhood-Commercial (NC) and 3650 Wadsworth Boulevard is zoned Restricted-Commercial (RC). Properties to the north and east are zoned Mixed Use-Neighborhood (MU-N), Residential-Three (R-3) to the south, and Mixed Use-Commercial (MU-C) to the west. All neighboring properties are predominantly commercial in nature with some higher density residential to the south. According to the Jefferson County Assessor, the total site is approximately 48,088 sf (1.104 ac) in size and currently contains a 1,121 sf converted house built in 1953 used for offices at 3650 Wadsworth and 1,784 sf converted house built in 1947 used for offices at 3660 Wadsworth. The two parcels that make up the site are currently un-platted. Current Zoning The properties are currently zoned R-C and N-C which are some of the City’s legacy commercial zone districts. The R-C zone district was established to accommodate various types of office uses including administrative, professional and personal services, and to provide for a limited range of retail uses which are neighborhood-oriented. The N-C zone district was established to provide for a reasonably compatible transition between residential and more intensive commercial land uses. It provides for residential scale, neighborhood-oriented professional offices and services. Proposed Zoning The applicant is requesting a zone change to MU-N to allow a wider range of uses and to align the properties’ zoning with the Envision Wheat Ridge Comprehensive Plan (the “Comprehensive Plan”), the Wadsworth Corridor Subarea Plan (the “Corridor Plan”), and other properties on the corridor. The MU-N zone district is generally located along neighborhood main streets and at neighborhood commercial centers, and was established to encourage medium density mixed use development. In addition to residential and civic uses, it allows for a more limited range of neighborhood-serving commercial and retail uses. Staff believes the zone change would bring the property into conformance with the adjacent mixed use zoning. Although no development for the site is proposed at this time, a zone change to MU-N would provide consistent zoning across both parcels, provide more consistent zoning in the area, allow a wider range of use options should it redevelop in the future, and bring the site into conformance with the long term goals for the corridor. A full analysis of the zone change criteria will be provided in the Planning Division staff report at second reading. Council Action Form – Proposed Rezoning at 3650-3660 Wadsworth Boulevard November 13, 2023 Page 3 RECOMMENDATIONS: The application in this case is for the rezoning of property. This action is quasi-judicial, and as a result, the applicant is entitled to a public hearing on the application. As Council is aware, rezoning in Wheat Ridge is accomplished by ordinance (Charter Sec. 5.10; Code Section 26-112). Ordinances require two readings, and by Charter, the public hearing takes place on second reading. First reading in these cases is a procedural action that merely sets the date for the (second reading) public hearing. No testimony is taken on first reading. Because it is important that the applicant and all interested parties have their due process rights to a hearing, the City Attorney advises Council to approve rezoning ordinances on first reading. This merely sets the date for the public hearing, and for this reason, the packet materials provided on first reading are generally limited. The Planning Division staff report and Planning Commission minutes will be included in the City Council packet for the public hearing. RECOMMENDED MOTION: “I move to approve Council Bill No. 29-2023, an ordinance approving the rezoning of properties located at 3650 and 3660 Wadsworth Boulevard from Restricted-Commercial (R-C) and Neighborhood-Commercial (N-C) to Mixed Use-Neighborhood (MU-N) on first reading, order it published, public hearing set for Monday, December 11, 2023 at 6:30 p.m. as a virtual meeting and in City Council Chambers, and that it take effect 15 days after final publication.” REPORT PREPARED/REVIEWED BY: Alayna Olivas-Loera, Planner II Jana Easley, Planning Manager Lauren Mikulak, Community Development Director Patrick Goff, City Manager ATTACHMENTS: 1. Council Bill No. 29-2023 ATTACHMENT 1 CITY OF WHEAT RIDGE INTRODUCED BY COUNCIL MEMBER __________ COUNCIL BILL NO. 29 ORDINANCE NO. 1781 Series of 2023 TITLE: AN ORDINANCE APPROVING THE REZONING OF PROPERTIES LOCATED AT 3650 AND 3660 WADSWORTH BOULEVARD FROM RESTRICTED-COMMERCIAL (R-C) AND NEIGHBORHOOD-COMMERCIAL (N-C) TO MIXED USE-NEIGHBORHOOD (MU-N) (CASE NO. WZ-23-08) WHEREAS, Chapter 26 of the Wheat Ridge Code of Laws establishes procedures for the City’s review and approval of requests for land use cases; and WHEREAS, Batt Cave LLC has submitted a land use application for approval of a zone change to the Mixed Use-Neighborhood (MU-N) zone district for properties located at 3650 and 3660 Wadsworth Boulevard; and WHEREAS, the City of Wheat Ridge has adopted a comprehensive plan— Envision Wheat Ridge— which specifically designates areas containing neighborhood buffers, including the subject site, as a priority for the conversion of underutilized properties to serve as a mix of residential and small-scale commercial developments; and WHEREAS, a rezoning to MU-N would result in one zoning across both parcels, will provide a continuation of the MU-N zoning from the east, and reflects the transitional nature of this location and the character of the Wadsworth Corridor; and WHEREAS, the City of Wheat Ridge Planning Commission held a public hearing on November 2, 2023, and recommended approval of rezoning the property to MU-N. NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WHEAT RIDGE, COLORADO: Section 1. Upon application by the City of Wheat Ridge for approval of a zone change ordinance from Restricted-Commercial (R-C) and Neighborhood-Commercial (N-C) to Mixed Use-Neighborhood (MU-N) for properties located at 3650 and 3660 Wadsworth Boulevard, and pursuant to the findings made based on testimony and evidence presented at a public hearing before the Wheat Ridge City Council, a zone change is approved for the following described land: PARCEL A: THAT PART OF THE NORTHWEST ¼ NORTHWEST ¼ NORTHEAST ¼ OF SECTION 26, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6TH P.M., DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 30 FEET EAST AND 532.2 FEET SOUTH OF THE NORTHWEST CORNER OF THE NORTHEAST ¼ OF SECTION 26, TOWNSHIP 3 SOUTH, RANGE 69 WEST; THENCE EAST, 235.5 FEET TO A POINT (THE WEST LINE OF THE DAVIS TRACT AS DESCRIBED IN BOOK 260 AT PAGE 247); THENCE SOUTH, 128.2 FEET; THENCE WEST, 235.5 FEET; THENCE NORTH, 128.2 FEET TO THE POINT OF BEGINNING; EXCEPT THE SOUTH 25 FEET THEREOF; AND EXCEPT THAT PARCEL CONVEYED IN SPECIAL WARRANTY DEED RECORDED MARCH 26, 1959 IN BOOK 1183 AT PAGE 130; AND EXCEPT THAT PORTION CONVEYED TO THE CITY OF WHEAT RIDGE IN WARRANTY DEED RECORDED MAY 6, 2021 AT RECEPTION NO. 2021071041, COUNTY OF JEFFERSON, STATE OF COLORADO. PARCEL B: THAT PART OF THE NORTHWEST ¼ OF THE NORTHEAST ¼ OF SECTION 26, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6TH P.M., DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 30 FEET EAST AND 412.2 FEET SOUTH OF THE NORTHWEST CORNER OF THE NORTHEAST ¼ OF SECTION 26, MARKED BY A STONE ON EAST LINE OF WADSWORTH BOULEVARD; THENCE EAST, 235.5 FEET TO A POINT; THENCE SOUTH, 120.0 FEET TO A POINT; THENCE WEST, 235.5 FEET TO A POINT ON THE WEST LINE OF WADSWORTH;THENCE NORTH, 120.0 FEET ALONG THE WEST LINE OF WADSWORTH BOULEVARD TO THE POINT OF BEGINNING; EXCEPT THE WEST 15 FEET OF THE ABOVE DESCRIBED PROPERTY AS GRANTED TO THE DEPARTMENT OF HIGHWAYS BY INSTRUMENT RECORDED MAY 26, 1959 IN BOOK 1183 AT PAGE 132; AND EXCEPT THAT PORTION CONVEYED TO THE CITY OF WHEAT RIDGE IN WARRANTY DEED RECORDED AUGUST 25, 2020 AT RECEPTION NO. 2020105330, COUNTY OF JEFFERSON, STATE OF COLORADO. Section 2. Vested Property Rights. Approval of this zone change does not create vested property right. Vested property rights may only arise and accrue pursuant to the provisions of Section 26-121 of the Code of Laws of the City of Wheat Ridge. Section 3. Safety Clause. The City of Wheat Ridge hereby finds, determines, and declares that this ordinance is promulgated under the general police power of the City of Wheat Ridge, that it is promulgated for the health, safety, and welfare of the public and that this ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the ordinance bears a rational relation to the proper legislative object sought to be attained. Section 4. Severability: Conflicting Ordinance Repealed. If any section, subsection, or clause of the ordinance shall be deemed to be unconstitutional or otherwise invalid, the validity of the remaining sections, subsections and clauses shall not be affected thereby. All other ordinances or parts of ordinances in conflict with the provisions of this Ordinance are hereby repealed. Section 5. Effective Date. This Ordinance shall take effect 15 days after final publication, as provided by Section 5.11 of the Charter. INTRODUCED, READ, AND ADOPTED on first reading by a vote of __ to __ on this 13th day of November 2023, ordered published by title and in full on the City’s website as provided by the Home Rule Charter, and Public Hearing and consideration on final passage set for Monday, December 11, 2023, at 6:30 p.m., as a virtual meeting and in the Council Chambers, 7500 West 29th Avenue, Wheat Ridge, Colorado, and that it takes effect 15 days after final publication. READ, ADOPTED AND ORDERED PUBLISHED on second and final reading by a vote of _____ to _____, this _____ day of ___________, 2023. SIGNED by the Mayor on this _______ day of _______________, 2023. ______________________________________ Bud Starker, Mayor ATTEST: _______________________________________ Stephen Kirkpatrick, City Clerk Approved as to Form _______________________________________ Gerald Dahl, City Attorney 1st publication: November 14, 2023 2nd publication: December 12, 2023 Jeffco Transcript: Effective Date: December 27, 2023