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Home My WebLink About09307RESOLUTION NO. 9307 A RESOLUTION APPROVING AN AGREEMENT, EXHIBIT D BETWEEN PUEBLO, A MUNICIPAL CORPORATION, AND THE STATE OF COLORADO, COLORADO HISTORICAL SOCIETY FOR GRANT NO. 99 -P2 -010 RELATING TO THE D &RGW FREIGHT STATION PROPERTY AND AUTHORIZING THE PRESIDENT OF COUNCIL TO EXECUTE SAME WHEREAS, the City of Pueblo is the property owner in fee simple of certain real property in Pueblo County, Colorado, which the property is listed in the State Register of Historic Properties as the Rio Grande Freight House located at 223 & 302 W. "B" Street, Pueblo Colorado 81003. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PUEBLO, COLORADO, that: SECTION 1: An Agreement, Exhibit D dated May 29, 2001, between the City of Pueblo, a Municipal Corporation, and the State of Colorado, Colorado Historical Society, of which a copy is attached hereto and on file at the office of the City Clerk, having been approved as to form by the City Attorney, is hereby approved. SECTION 2 The President of the City Council is hereby authorized to execute and deliver said Agreement on behalf of the City of Pueblo, a Municipal Corporation, and the City Clerk shall affix the Seal of the City thereto and attest same. SECTION 3 This resolution shall become effective upon final passage. INTRODUCED: MAY 29, 2001 An NCILIPF,RSON APPROVED: . V )��f ATTEST: XITY CLERK Background Paper for Proposed RESOLUTION AGENDA ITEM # ;� I DATE: MAY 29, 2001 DEPARTMENT: PLANNING AND DEVELOPMENT TITLE A RESOLUTION APPROVING AN AGREEMENT, EXHIBIT D BETWEEN PUEBLO, A MUNICIPAL CORPORATION, AND THE STATE OF COLORADO, COLORADO HISTORICAL SOCIETY FOR GRANT NO. 99 -P2 -010 RELATING TO D &RGW FREIGHT STATION PROPERTY AND AUTHORIZING THE PRESIDENT OF COUNCIL TO EXECUTE SAME. ISSUE Should the City Council approve an Agreement, Exhibit D between the City of Pueblo and the State of Colorado, Colorado Historical Society relating to a grant for the property of the D &RGW Freight Station project? RECOMMENDATION Approval of Resolution. BACKGROUND The Agreement, Exhibit D is part of an Agreement the Southeastern Colorado Heritage Center is entering with the State Historical Fund for Phase II, Restoration of the Freight Station in the amount of $200,000. The City is providing local match in the amount of $100,000. Exhibit D is a standard agreement included in all State Historical Fund grants. By executing this Agreement the City and /or its assigns are required to uphold the Secretary of the Interior's Standards for Restoration for the proceeding 10 years, other historic preservation conditions to protect the resource and the site, and includes a recapture condition if the building would be sold in five or less years. The D &RGW Freight Station project goal is for the preservation, and reuse of the freight depot building in the Union Avenue Historic District. The proposed uses for the facility will consist of a museum, research library, bicycle trail -head center, railroad rolling stock exhibit, public parking for the area. Overall, this project is viewed as a multi -use facility with great potential for the enhancement of tourism and economic development in the lower downtown area. The Southeastern Colorado Heritage Center Board is actively engaged in fund raising the remainder of the project. FINANCIAL IMPACT Financial impact of this Agreement would occur with a recapture of grant funds in the event the property would be sold within 5 years or violation of preservation conditions in the Agreement within the first 10 years from the date of this Agreement. Form 6- AC -02A (R5 /91) Department or Agency name Colorado Historical Depatnent or Agency number GCA Routing Number APPROVED WAIVER FORM CONTRACT AMENDMENT # 99 -P2 -010 A THIS AMENDMENT, made this day of 2001 by and between the State of Colorado for the use and benefit of the Department of Higher Education, Colorado Historical Society, the Colorado History Museum, 1300 Broadway, Denver, Colorado 80203, hereinafter referred to as the State, and the Southeastern Colorado Heritage Center;#99 -P2 -010, 217 South Grand AvenuePueblo, CO 81005, hereinafter referred to as the Contractor, FACTUAL RECITALS Authority exists in the Law and Funds have been budgeted, appropriated and otherwise made available and sufficient unencumbered balance thereof remains available for payment in Fund Number 401 , Appropriation Code 401 , Contract Encumbrance Number 99P2010B, and Organization SHFG ; and Required approval, clearance, and coordination has been accomplished from and with appropriate agencies; and The Parties entered into a contract dated June 1, 2001, (the "Original Contract "), Contract Routing Number N/A Approved Waiver Form C.E. Number 99P2010B, wherein the Contractor agreed to undertake the performance of certain work and services in consideration for which the State agreed to make certain payments; and The Contractor, through no fault of their own, is unable to complete the project as required within the specified contract period as a result of unforeseen delay; and The State and the Contractor both wish to bring the project to completion in order to fulfill the objectives of the Original Contract. NOW THEREFORE, it is hereby agreed that: In consideration for this Amendment to the Original Contract, C.E. Number 99P2010B, Contract Routing Number N/A Approved Waiver Form dated June 1, 2001, the Society shall make payments to the Contractor in accordance with the revised Exhibit C: List of Submittals, as attached. The total amount paid to the Contractor shall not exceed the $200,000.00 award amount of which $80,000.00 was paid to the Contractor upon execution of the Original Contract, and which the Contractor agrees it received as an advance payment. 2. It is expressly agreed by the parties that this Amendment is supplemental to the Original Contract Number #99 -P2 -010, dated June 1, 2001, which is by this reference, incorporated, made a part hereof, and all terms, conditions, and provisions thereof, unless specifically modified herein, are to apply to this Amendment as though they were expressly rewritten, incorporated, and included herein. It is agreed the Original Contract is and shall be modified, altered, and changed in the following respects only: a. The Original Contract period is EXTENDED from July 3, 2003 to July 3, 2004. b. The Contractor agrees to the revision of the following, as attached: Page 1 of 2 pages RECEIVED OCT 1 5 2081 Exhibit A: Scope of Work Exhibit B: Budget Exhibit C: List of Submittals. 4. The effective date of this Amendment is October 1, 2001. 5. Except for the "Special Provisions," in the event of any conflict, inconsistency, variance or contradiction between the provisions of this Amendment, or any of its attachments or exhibits, and any of the provisions of the Original Contract, or its attachments or exhibits, the provisions of this Amendment, shall in all respects supersede, govern, and control. The "Special Provisions" shall always be controlling over other provisions in the contract or amendments. The representations in the Special Provisions concerning the absence of bribery or corrupt influences and personal interest of State employees are presently reaffirmed. 6. FINANCIAL OBLIGATIONS OF THE STATE PAYABLE AFTER THE CURRENT FISCAL YEAR ARE CONTINGENT UPON FUNDS FOR THAT PURPOSE BEING APPROPRIATED, BUDGETED, AND OTHERWISE MADE AVAILABLE. THIS AMENDMENT SHALL NOT BE DEEMED VALID UNTIL IT SHALL HAVE BEEN APPROVED BY THE CONTROLLER OF THE STATE OF COLORADO OR SUCH ASSISTANT AS HE MAY DESIGNATE. IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day first above written. Contractor: (Full Legal Name) Southeastern Colorado Heritage Center STATE OF COLORADO BILL OWENS, GOVERNOR Acting by and through The Department of Higher Education t EXHCUTIVB DIRECTOR Georgianna Conti Ilia, resident Colorado Historical Society (If Corporation) Attest (Seal) By APPROVED STATE OF COLORADO Ken Salazar, Attorney General APPROVED: STATE OF COLORADO Arthur L. Barnhart, State Controller oria J. z Thomas E. Zimmer By CHS /S Contracts Officer CHS, Chief Financial Officer Rev 1 -01 X: \Gifts\Document \18113700.doc Page 2 of 2 pages Social Security Number or Federal LD. Number City of Pueblo Exhibit A Restoration Revised 9/2001 Project #99 -P2 -010, Phase II of II Phases SCOPE OF WORK I. Project Purpose: The purpose of this project is to restore the D &RGW Freight Station. 11. Scope of Work is as follows: A. Work items shall be completed by the Arch itect/Structural Engineer: 1. Prepare assessment, plans and specifications for one story freight house section and middle section. a. Restoration /Clean Interior 1. Removal and demolition of non - historic material 2. Clean interior space. b. Restoration and Clean Exterior Mason c. Wall Stabilization. 1. Repair north side load bearing brick walls where needed. d. Foundation Stabilization 1. Repair where needed. e. Secure and Seal Building. 1. Restore hanging doors in existing rebuilt doorframes 2. In -fill door openings with bead board and insulate. 3. Replace two existing operable overhead doors. 4. Restore and paint transom windows. 5. Install blocking between roof and perimeter bearing walls in entire building. 6. Install a vestibule at the existing main entrance. f. Rehabilitate Concrete Floor. 1. Rehabilitate the existing concrete floor. g. Extension of Utilities 1. Extend electric, fire protection, gas, water, and sewer to the rest of the building. h. Security System i. Reinforce Structural Beam In accordance with Section 12- 47.1 -12 -1 C.R.S. (1999) The Limited Gaming Act which authorizes the Colorado Historical Society to administer the State Historical Fund as a statewide grants program. H: \Contracts \99 \99P2010 Amended Exhibit A Phase Il.doc Page 1 of 1 page City of Pueblo Restoration Project #99 -P2 -010, Phase II of II Phases Exhibit B Revised 9/2001 Budget ITEM Restoration /Clean Interior Removal and demolition of non - historic material. Clean interior space. Restore and Clean Exterior Masonry Wall Stabilization Repair North side load bearing walls. Foundation Stabilization Repair where needed. Secure and Seal Building Restore hanging doors and existing door frames In -fill door openings with bead board and insulate. Restore and paint transom windows. Replace existing operable overhead doors. Install blocking between roof and perimeter walls. Remove and Replace Concrete Floor Rehabilitate the existing concrete floor. Electrical, Gas, Sewer, and Water Sub Total Professional Services Professional Services (plans and specs) 8.5% Security Beam: reinforcement Contingency TOTAL GRANT CASH PROJECT AMOUNT AMOUNT TOTAL 7,200.00 7,200.00 18,800.00 18,800.00 21, 700.00 21, 700.00 28,400.00 28,400.00 17,900.00 17,900.00 18,400.00 18,400.00. 32,700.00 32,700.00 24,300.00 24,300.00 3,800.00 6,000.00 9,800.00 17,800.00 17,800.00 21,000.00 21,000.00 22,597.00 22,597.00 240,597.00 21,615.00 21,615.00 13,703.00 13,703.00 6,738.00 6,738.00 17,347.00 17,347.00 200,000.00 100,000.00 300,000.00 H: \Contracts \99 \99P2010 Amended Exhibit B Phase ILdoc Page 1 of 1 page City of Pueblo Restoration Project # 99 -1 3 2 -010, Phase If of 11 Phases Contract Period June 1, 2001 through July 30, 2004 LIST OF SUBMITTALS Exhibit C Revised 912001 Project Reports Project Reports a. Payment request form (Attachment 2) Due Date Society Response N/A Advance of $80,000 - Paid b. Progress Report c. Interim Financial Report (Attachment 1). e. Progress Report d. Progress Report e. Progress Report f. Progress Report g. Final Financial Report (Attachment 1) December 1, 2001 Review* June 1, 2002 Review & Approve. Interim payment 50% of grant award $100,000 December 1, 2002 Review* June 1, 2002 Review* December 1, 2002 Review* June 1, 2003 Review* January 1, 2004 Review and Approve. Final payment 10% of grant award $20,000 *At the discretion of the SHF technical staff, progress reports may not receive a response. PROJECT DELIVERABLES Submit the following Project Deliverables in sequence. Project Deliverables 1. Before photos of area(s) affected by Scope of Work 2a. Plans and Specifications 2b. Resubmittal "100 %" Plans & Specifications including structural beam & security system 3. Copy(ies) of (sub)contracts 4. After photos of area(s) affected by Scope of Work Society Response Review /Comment and or Approve Reviewed/Conditional Received /Pending Approval Review /Comment and or Approve Review /Comment and or Approve H: \Contracts \99 \99P2010 Amended Exhibit C Phase Il.doc Page 1 of 1 page f SHF PROJECT DELIVERABLES CHECKLIST Please attach when submitting project deliverables to the SHF office for review (make additional copies as needed). Thank you. Project # Project Title The following deliverables are enclosed (deliverable numbers as listed on Exhibit C of contract or Attachment A of purchase order.): Circle the following: Yes No NA 1. Deliverables are clearly labeled with project number, project title, and grant recipient name. Yes No NA 2. Photos, reports, maps, etc. have been individually identified. ➢ Photographs: Identification should include the following: (SHF) Project number (SHF) Deliverable Number Historic name Site Number (Smithsonian) Date (Photo taken) Photographer View Project #2001 -01 -000 Description The Winslow History Museum Deliverable #8 July 30, 2000 SBN9999 North West John Smith Photo's Inc. After photos of masonry repair bottom of north wail ➢ Please use the same perspective and approximate distance when taking "after" photos (as used in "before" photos) so that a comparison can be made. NO POLAROIDS PLEASE ➢ Slides Do not write on the right hand margin on the front of the slide (when photo Positioned upright). (es No NA 3. Survey and /or inventory projects follow guidelines as outlined in the Colorado Cultural Resource Manual, Volumes I and Il, June 1998. (es No NA 4. Deliverable number (according to Exhibit C of contract or Attachment A of purchase order) has been visibly written on all deliverables. (es No NA 5. Written /published documents such as pamphlets, reports, brochures, etc. contain acknowledgment of funding source: `This project is /was partially funded by a State Historical Fund grant award from the Colorado Historical Society. 'es No NA 6. Written /published documents or reports developed by subcontractor /consultant have been reviewed by Grant Recipient. If yes, complete the following: On a scale of 1 - 10 please rate the quality of the document/report. 1 = unsatisfactory 5 = average, meets expectations 10 = exceptional, exceeds expectations 'es No NA 7. Project site acknowledges funding source. An SHF, CHS project sign is displayed on site. HAManuals\contracts m anuals\Attachments \Deliverables Checklist.doc Rev. 04/00 1 Form (R 5/98) CONTRACT :- arlrienS Colorado Historical Society Tepartirieii'or.tgencyNunlier; GCA APPROVED WAIVER FORM CXIX -B THIS CONTRACT, Made this J day of t<f Lt , 2001, by and between the State of Colorado for the use and benefit of the Department of Higher Education, Colorado Historica Society, 1300 Broadway, Denver, Colorado 80203, hereinafter referred to as the State and /or the Society, and the Southeastern Colorado Heritage Center, 217 South Grand Avenue, CO 81005 hereinafter referred to as the Grant Recipient, hereinafter referred to as the "Contractor ", and City of Pueblo, Owner of Property, #1 City Hall Place, Pueblo, CO 81003 hereinafter referred to as the Property Owner, WHEREAS, authority exists in the Law and Funds have been budgeted, appropriated and otherwise made available and a sufficient uncomrTtted balance thereof remains available for encumbering and subsequent payment of this Contract under Encumbrance Number _ A;0 in Fund Number 401, Appropriation Account 401 and Organization SHFG; and WHEREAS, required approval, clearance and coordination has been accomplished from and with appropriate agencies; and WHEREAS, Article 12 -47.1 -1201 of the Colorado Revised Statues and Subsection (5) (b) (III) of Section 9 of Article XVIII of the state constitution, provide for the annual distribution of monies from the State Historical Fund; and WHEREAS, the Grant Recipient is eligible in accordance with law to receive a State Historical Fund preservation grant award for acquisition and development projects with cumulative grant awards over $10,000; and WHEREAS, this Contract (hereinafter "Contract" or "Agreement ") sets forth the Scope of Work, Budget and List of Submittals, hereinafter referred to as the "Project'; and WHEREAS, the Property Owner is a non - profit organization and the owner in fee simple of certain real property in Pueblo County, Colorado, which property has been listed in the State Register of Historic Properties as the Rio Grande Freight House located at 223 & 302 W. "B" Street, Pueblo, CO 81003 hereinafter referred to as the "Property," and which Property is more particularly described as follows: See Exhibit D NOW THEREFORE, it is hereby agreed that: 1. The Property Owner and Grant Recipient shall use funds subject to this Contract in support of Project # 99 -P2 -010 "Interior and Exterior Rehabilitation, Phase II of II" in accordance with the Scope of Work attached hereto as Exhibit A, including all applicable plans and specifications developed prior to or during the contract period, which are hereby made a part of this Contract by reference. 2. APPLICABLE STANDARDS: The Property Owner and Grant Recipient agree that they will perform the activities and produce the deliverables listed in Exhibit C in accordance with the pertinent sections of the applicable Secretary of the Interior's Standards for Archaeology and Historic Preservation. The Property Owner and Grant Recipient shall perform any and all survey activities and submittals in accordance with the Colorado Cultural Resource Survey Manual, Volumes I and II, June 1998 for any and all survey activities and projects (copies of which are available through the Society). 3. RIGHT OF USE: All copyrightable materials and/or submittals developed or produced under this contract are subject to a royalty -free, nonexclusive, and irrevocable license to the Society to reproduce, publish, display, perform, prepare derivative works or otherwise use, and authorize others to reproduce, publish, display, perform, prepare derivative works, or otherwise use, the work or works for Society and/or State Historical Fund purposes. 4. CONTRACT EFFECTIVE DATE: The term of this Contract shall be from June 1, 2001 through July 3, 2003. The performance of the work must be commenced within sixty (60) days of the Contract beginning date unless a longer period is approved in writing by the State Historical Fund Administrator. The performance of the work must be completed no later than thirty (30) days prior to the Contract ending date. Page I of 7 r 5. COMPENSATION AND METHOD OF PAYMENT: In consideration of the project described in Exhibit A and subject to on time delivery of completion of the milestones contained in the List of Submittals set forth in Exhibit C, the State shall pay to the Grant Recipient a grant not to exceed two hundred thousand dollars ($200,000.00). Unless otherwise specified in Exhibit C, the State shall advance forty- percent (40 %) of the total grant amount upon proper execution of this contract and upon submission of a SHF Payment Request, fifty- percent (50 %) will be paid to the Grant Recipient upon submission and approval of the Interim SHF Financial Report. The remaining ten - percent (10 %) of the grant amount shall be paid following Grant Recipient's submission and the State's approval of the Final SHF Financial Report and SHF Payment Request Form (Attachments I and 2). All payments are subject to the satisfactory completion of milestones described in Exhibit C and submission by Grant Recipient of either documented proof or certification of expenditures with each financial report. Expenditures incurred by the Grant Recipient or Property Owner prior to execution of this Contract are not eligible expenditures for State reimbursement. If the Project involves matching funds the SHF may allow prior expenditures in furtherance of the Scope of Work to be counted as part of such matching funds. 6. ACCOUNTING: At all times from the effective date of this Contract until completion of this Project, the Grant Recipient and Property Owner shall maintain properly segregated books of State funds, matching funds, and other funds associated with this Project. All receipts and expenditures associated with said Project shall be documented in a detailed and specific manner, and shall accord with the Budget set forth in Exhibit B. Grant Recipient may adjust budgeted expenditure amounts up to ten percent (10 %) within said Budget without approval of the State and document the adjustments in the next financial report. Adjustments of budget expenditure amounts in excess of ten percent (10 %) must be authorized by the State. In no event shall the State's total financial obligation exceed the amount shown in Paragraph 5 above. Interest earned on funds advanced by the State shall be applied to eligible project expenditures, and will be deducted from the final payment. 7. AUDIT: The State or its authorized representative shall have the right to inspect, examine, and audit Grant Recipient's and Property Owner's records, books, and accounts, including the right to hire an independent Certified Public Accountant of the State's choosing and at the State's expense to do so. Such discretionary audit may be called for at any time and for any reason from the effective date of this Contract until three (3) years after the date final payment for this Project is received by the Grant Recipient or Property Owner provided that the audit is performed at a time convenient to the Grant Recipient and/or Property Owner and during regular business hours. 8. PARTIES RELATIONSHIP: THE GRANT RECIPIENT AND THE PROPERTY OWNER ARE NOT EMPLOYEES OR AGENTS OF THE STATE. THE GRANT RECIPIENT AND /OR PROPERTY OWNER SHALL HAVE NO AUTHORITY, EXPRESS OR IMPLIED, TO BIND THE STATE TO ANY AGREEMENTS OR UNDERSTANDINGS WITHOUT THE EXPRESS WRITTEN CONSENT OF THE STATE. THE GRANT RECIPIENT AND PROPERTY OWNER REPRESENT THAT THEY HAVE OR SHALL SECURE AT THEIR OWN EXPENSE ALL PERSONNEL EMPLOYED OR UTILIZED BY THE GRANT RECIPIENT/PROPERTY OWNER UNDER THIS CONTRACT. THE GRANT RECIPIENT AND /OR PROPERTY OWNER SHALL BE RESPONSIBLE FOR PROVIDING WORKMEN'S COMPENSATION COVERAGE AND UNEMPLOYMENT COMPENSATION COVERAGE FOR ALL OF THEIR EMPLOYEES TO THE EXTENT REQUIRED BY LAW, AND FOR ENSURING THAT ALL SUBCONTRACTORS MAINTAIN SUCH INSURANCE. THE GRANT RECIPIENT AND /OR PROPERTY OWNER SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX WITHHOLDING. ALL OF THE SERVICES REQUIRED HEREUNDER SHALL BE PERFORMED BY THE GRANT RECIPIENT AND /OR PROPERTY OWNER OR UNDER THEIR SUPERVISION. REPRESENTATIVES AND NOTICES: All notices required to be given by the parties hereunder shall be given by certified or registered mail to the individuals at the addresses set forth below, who are also the designated representatives for the project. Any party may from time to time designate in writing substitute addresses or persons to whom such notices shall be sent. To the State: Gloria J. Muniz Contracts Officer, Colorado Historical Society State Historical Fund 225 E. 16th Avenue, Suite 260 Denver, Colorado 80203 -1620 To the Grant Recipient: Mr. William J Zwick Senior Urban Design Planner City of Pueblo Dept. of Planning & Development 211 E. "D" Street Pueblo, CO 81003 To the Property Owner: City of Pueblo #I City Hall Place Pueblo, CO 81003 Page 2 of 7 10. ADA COMPLIANCE: The Grant Recipient and Property Owner assure the State that at all times during the performance of this contract no qualified individual with a disability shall, by reason of such disability, be excluded from participation in, or denied benefits of the service, programs, or activities performed by the Grant Recipient and Property Owner, or be subjected to any discrimination by the Grant Recipient or Property Owner upon which assurance the State relies. Further, all real property improvements shall conform to applicable ADA requirements. 11. DISSEMINATION OF ARCHAEOLOGICAL SITE LOCATIONS: The Grant Recipient and Property Owner agree to provide the Society with copies of any archaeological surveys developed during the course of, or under a project financed either wholly or in part by the Society. The Grant Recipient and Property Owner agree to otherwise restrict access to such archaeological surveys, as well as access to any other information concerning the nature and location of archaeological resources, in strict accordance with the provisions of the Colorado Historical Society, Office of Archaeology and Historic Preservation, Policy on Dissemination of Information, adopted October 1991, a copy of which is available from the Society. 12. REPORTS: The Grant Recipient and/or Property Owner shall deliver project progress reports to the State every six (6) months during the project which document the progress of the Project, and SHF Financial Reports (Attachment 1) as described and at the times in the List of Submittals (Exhibit Q. 13. MATCHING FUNDS: The Grant Recipient and Property Owner agree to make available the necessary funds to complete the Project and provide matching funds, if applicable, in accordance with the Project Budget as set forth in Exhibit B. In the event that said matching funds become unavailable, the State may, in its sole discretion, reduce its total funding commitment to the Project in proportion to the reduction in matching funds. If the total funding set forth in the Project Budget is not expended on completion of the Project, the State may reduce its pro -rata share of the unexpended budget. 14. CONSULTANTS /SITE VISITS: The State may: a. Review any project planning documents and methods for conformity with the applicable standards, manuals, and guidelines; b. Make site visits as determined necessary by the State before, during and/or at the conclusion of the Project to provide on -site technical advice and to monitor progress. Any exercise of the State's rights under this Paragraph 14 shall not relieve the Grant Recipient or Property Owner of any of its Contract obligations. 15. PUBLIC ACKNOWLEDGMENT OF FUNDING SOURCE: In all publications and similar materials funded under this Contract, a credit line shall be included that reads: "This project is/was paid for in part by a State Historical Fund grant from the Colorado Historical Society." In addition, the Society reserves the right to require that the following sentence be included in any publication or similar material funded through this program: "The contents and opinions contained herein do not necessarily reflect the views or policies of the Colorado Historical Society". 16. PRESERVATION OF PROPERTY: The Property Owner hereby agrees to the following for a period often (10) years commencing on the date of this Agreement. a. Without the express written permission of the Society, no construction, alteration, movement, relocation or remodeling or any other activity shall be undertaken or permitted to be undertaken on the Property which would alter the architectural appearance of the Property, adversely affect the structural soundness of the Property, encroach on the open land area of the Property, or adversely affect such prominent landscape features as trees, hedges, fences, walls or paths. Such work, when permitted shall be performed according to the Secretary of the Interior's Standards for the Treatment of Historic Properties and the Guidelines for Preserving, Rehabilitating, Restoring, and Reconstructing Historic Buildings, issued and as may from time to time be amended by the U.S. Secretary of the Interior, hereinafter collectively referred to as the "Standards ". In all events, the Property Owner further agrees at all times to maintain the Property in a good and sound state of repair and to maintain the Property according to the Standards so as to prevent deterioration of the Property. b. In the event of severe damage or total destruction to the Property (defined, for the purpose of this Agreement, as sudden damage or loss caused by fire, earthquake, inclement weather, acts of the public enemy, riot or other similar casualty) not due to the fault of the Property Owner this Agreement shall terminate as of the date of such damage or destruction. c. The Society, or a duly appointed representative of the Society, shall be permitted to inspect the Property at all reasonable times in order to ascertain if the above conditions are being observed. d. To the extent authorized by law, the Property Owner shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards, including costs, expenses, and attorneys fees incurred as a result of any act or omission by the property owner, or its employees, agents, subcontractors, or assignees pursuant to the terms of this contract. 17. REMEDIES: In addition to any other remedies provided for in this contract, and without limiting its remedies otherwise available at law, the State may exercise the following remedial actions if the Grant Recipient substantially fails to satisfy or perform the duties and obligation in this Contract. Substantial failure to satisfy the duties and obligations shall be defined to mean significant, insufficient, incorrect, or improper performance, activities, or inaction by the Property Owner or Grant Recipient. These remedial Page 3 of 7 actions are as follows: a. Suspend the Grant Recipient's performance pending necessary corrective action as specified by the State without Grant Recipient's entitlement to adjustment in price/cost or schedule; and/or b. Withhold payment to Grant Recipient until the necessary services or corrections in performance are satisfactorily completed in accordance with the Standards, the SHF Grants Manual and/or the terms and conditions of this Contract; and/or c. Request the removal from work on the contract of employees or agents of the Property Owner or Grant Recipient whom the State justifies as being incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued employment on the contract the State deems to be contrary to the public interest or not in the best interest of the State; and/or d. Deny payment for those services or obligations which have not been performed and which due to circumstances caused by the Property Owner or Grant Recipient cannot be performed, or if performed would be of no value to the State. Denial of the amount of payment must be reasonably related to the value of work or performance lost to the State; and/or e. Declare all or part of the work ineligible for reimbursement; and/or f. In the event of a violation of this Agreement, and in addition to any remedy now or hereafter provided by law, the Society may, following reasonable notice to the Grant Recipient institute suit to enjoin said violation or to require the restoration of the Property to its condition at the time of this Agreement or condition at the time of the most recent satisfactory inspection by the Society. The Society shall be entitled to recover all costs or expenses incurred in connection with such a suit, including all court costs and attorney's fees. g. Terminate the contract for default. 18. RECAPTURE AND OTHER REMEDIES AGAINST PROPERTY OWNER: The following recapture provision shall apply only to the Property Owner: In the event that the property, as a whole, is sold within a five -year period after completion of the project, the following recapture provision shall apply: If the property is sold within the first year after completion, one - hundred percent (100 %) of the funds awarded shall be returned to the State, with a twenty percent (20 %) reduction per year thereafter. a. In the event of a violation of this Agreement, and in addition to any remedy now or hereafter provided by law, the Society may, following reasonable notice to the Property Owner, institute suit to enjoin said violation or to require the restoration of the Property to its condition at the time of this Agreement or condition at the time of the most recent satisfactory inspection by the Society. The Society shall be entitled to recover all costs or expenses incurred in connection with such a suit, including all court costs and attorney's fees. b. The failure of the Society to exercise any right or remedy granted under this Agreement shall not have the effect of waiving or limiting the exercise of any other right or remedy or the use of such right or remedy at any other time. 19. CUMULATIVE EFFECT: The above remedies are cumulative and the State, in its sole discretion, may exercise any or all of them individually or simultaneously. 20. TERMINATION OF CONTRACT FOR DEFAULT: If, through any cause, the Grant recipient or the Property Owner shall fail to fulfill in a timely and proper manner its obligations under this Contract, or if the Grant Recipient or Property Owner shall violate any of the covenants, agreements, or stipulations of this Contract, the State shall, in addition to other remedies, thereupon have the right to terminate this Contract for default by giving written notice to the Grant Recipient and Property Owner of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, products, submittals, and reports or other material prepared by the Grant Recipient or Property Owner under this Contract shall, at the option of the State, become its property, and the Grant Recipient and/or Property Owner shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Notwithstanding the above, the Grant Recipient and the Property Owner shall not be relieved of liability to the State for any damages sustained by the State by virtue of any breach of the Contract by the Grant Recipient or the Property Owner, and the State may withhold any payments to the Grant Recipient or Property Owner for the purpose of setoff until such time as the exact amount of damages due the State from the Grant Recipient and/or Property Owner are determined. 21. TERMINATION BY STATE: The State may terminate this Contract at any time the State determines that the purposes of the distribution of State monies under the Contract would no longer be served by completion of the Project. The State shall effect such termination by giving written notice of termination to the Grant Recipient and the Property Owner and specifying the effective date thereof, at least twenty (20) days before the effective date of such termination. In that event, all finished or unfinished documents and other materials paid for with State funds shall, at the option of the State, become its property. If the Contract is terminated by the State as provided herein, the Grant Recipient and/or Property Owner will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of the Grant Recipient and/or Property Owner covered by this Contract, less payments of compensation previously made. Provided, however, that if less than sixty percent (60 0 /0) of the project covered by this Contract has been completed upon the effective date of such termination, the Grant Recipient and/or Property Owner shall be reimbursed (in addition to the above payment) for that portion of the actual out -of- pocket expenses (not otherwise reimbursed under this Contract) incurred by the Grant Recipient and/or Property Owner during the Contract period which are directly attributable to the uncompleted portion of the project covered by this Contract. If this Contract is terminated due to the fault of the Grant Recipient and/or Property Owner, Paragraph 20 hereof relative to termination shall apply. Page 4of7 22. CHANGES: This Contract is intended as the complete integration of all understandings between the parties, at this time, and no prior or contemporaneous addition, deletion, or other amendment hereto, including an increase or decrease in the amount of monies to be paid to the Grant Recipient and/or Property Owner, shall have any force or effect whatsoever, unless embodied in a written contract amendment incorporating such changes executed and approved pursuant to the State's Fiscal Rules. Notwithstanding this provision, modifications to Exhibit A (Scope of Work) and/or to Exhibit C (List of Submittals) may be approved by letter of agreement, agreed to in writing by all parties, providing that no such letter of agreement may alter either the total amount of funds payable under the contract, as set forth in Paragraph 5, or the contract period, as set forth in Paragraph 4, unless such changes are embodied in a written contract amendment executed and approved pursuant to the State's Fiscal Rules. 23. CONFLICT OF INTEREST: The Grant Recipient or Property Owner agree not to engage in any conduct, activity, or transaction related to this contract which would constitute a conflict of interest under any applicable State or Federal law. 24. COMPLIANCE WITH APPLICABLE LAWS: At all times during the performance of this Contract, the Grant Recipient and Property Owner shall strictly adhere to all applicable Federal and State laws that have been or may hereafter be established. 25. SEVERABILITY: To the extent that this Contract may be executed and performance of the obligations of the parties may be accomplished within the intent of the Contract, the terms of this Contract are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term or provision hereof. The waiver of any breach of a term hereof shall not be construed as waiver of any, other term. 26. BINDING ON SUCCESSORS: Except as herein otherwise provided, this Contract shall inure to the benefit of and be binding upon the parties, or any subcontractors hereto, and their respective successors and assigns. 27. ASSIGNMENT: No party, nor any subcontractors hereto, may assign its rights or duties under this Contract without the prior written consent of the other parties. 28. SURVIVAL OF CERTAIN CONTRACT TERMS: Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this contract and the exhibits and attachments hereto which may require continued performance of compliance beyond the termination date of the contract shall survive such termination date and shall be enforceable by the State as provided herein in the event of such failure to perform or comply by the Grant Recipient and/or the Property Owner or their subcontractors. Page 5 of 7 SPECIAL PROVISIONS CONTROLLER'S APPROVAL 1. This contract shall not be deemed valid until it shall have been approved by the Controller of the State of Colorado or such assistant as he may designate. This provision is applicable to any contract involving the payment of money by the State. FUND AVAILABILITY 2. Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. BOND REQUIREMENT 3. If this contract involves the payment of more than fifty thousand dollars for the construction, erection, repair, maintenance, or improvement of any building, road, bridge, viaduct, tunnel, excavation or other public work for this State, the Contractor shall, before entering upon the performance of any such work included in this contract, duly execute and deliver to the State official who will sign the contract, a good and sufficient bond or other acceptable surety to be approved by said official in a penal sum not less than one -half of the total amount payable by the terms of this contract. Such bond shall be duly executed by a qualified corporate surety conditioned upon the faithful performance of the contract and in addition, shall provide that if the Contractor or his subcontractors fail to duly pay for any labor, materials, team hire, sustenance, provisions, provender or other supplies used or consumed by such Contractor or his subcontractor in performance of the work contracted to be done or fails to pay any person who supplies rental machinery, tools, or equipment in the prosecution of the work the surety will Pay the same in an amount not exceeding the sum specified in the bond, together with interest at the rate of eight per cent per annum. Unless such bond is executed, delivered and filed, no claim in favor of the Contractor arising under such contract shall be audited, allowed or paid. A certified or cashier's check or a bank money order payable to the Treasurer of the State of Colorado maybe accepted in lieu of a bond. This provision is in compliance with CRS 38 -26 -106. INDEMNIFICATION 4. To the extent authorized by law, the Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the Contractor, or its employees, agents, subcontractors, or assignees pursuant to the terms of this contract. DISCRIMINATION AND AFFIRMATIVE ACTION 5. The Contractor agrees to comply with the letter and spirit of the Colorado Antidiscrimination Act of 1957, as amended, and other applicable law respecting discrimination and unfair employment practices (CRS 24- 34402), and as required by Executive Order, Equal Opportunity and Affirmative Action, dated April 16, 1975. Pursuant thereto, the following provisions shall be contained in all State contracts or subcontracts. During the performance of this contract, the Contractor agrees as follows: (a) The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical handicap, or age. The Contractor will take affirmative action to insure that applicants are employed, and that employees are treated during employment, without re gard to the above mentioned characteristics. Such action shall include, but not be limited to the following: employment upgrading, demotion or transfer, recruitment or recruitment advertising; lay -offs or terminations; 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 provisions of this non - discrimination clause. (b) 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, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical handicap, or age. (c) 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, notice to be provided by the contracting officer, advising the labor union or workers' representative of the Contractor's commitment under the Executive Order, Equal Opportunity and Affirmative Action, dated April 16, 1975, and rules, regulations, and relevant Orders of the Governor. (d) The Contractor and labor unions will furnish all information and reports required by Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975, and by the rules, regulations and Orders of the Governor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the office of the Governor or his designee for purposes of investigation to ascertain compliance with such rules regulations and orders. (e) A labor organization will not exclude any individual otherwise qualified from full membership rights in such labor organization, or expel any such individual from membership in such labor organization or discriminate against any of its members in the full enjoyment work opportunity because of race, creed, color, sex, national origin, or ancestry. (f) A labor organization, or the employees or members thereof will not aid, abet, incite, compel or coerce the doing of any act deemed in this contract to be discriminatory or obstruct or prevent any person from complying with the provision of this contract or any order issued thereunder; or attempt, either directly or indirectly, to commit any act defined in this contract to be discrinunatory. (g) In the event of the Contractor's non - compliance with the non- discrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further State contracts in accordance with procedures, authorized in Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975 and the rules, regulations, or orders promulgated in accordance therewith, and such other sanctions as may be imposed and remedies as may be invoked as provided in Executive Orders, Equal Opportunity and Affirmative Action of April 16, 1975, or by rules, regulations, or orders promulgated in accordance therewith, or as otherwise provided by law. (h) The Contractor will include the provisions of paragraphs (a) through (h) in every subcontract and subcontractor purchase order unless exempted by rules, regulations, or orders issued pursuant to Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to an)+ sub - contracting or purchase order as the contracting agency may direct, as a means of enforcing such provisions, including sanctions for non - compliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation, with the subcontractor or vendor as a result of such direction by the contracting agency, the Contractor may request the State of Colorado to enter into such litigation to protect the interest of the State of Colorado. COLORADO LABOR PREFERENCE 6a. Provisions of CRS 8 -17 -101 & 102 for preference of Colorado labor are applicable, to this contract if public works within the State are undertaken hereunder and are financed in whole or in part be State funds. b. When a construction contract for a public project is to be awarded to a bidder, a resident bidder shall be allowed a preference against a non - resident bidder from a State or foreign country equal to the preference given or required by the State or foreign country in which the non - resident bidder is a resident. If it is determined by the officer responsible for awarding the bid that compliance with this subsection .06 may cause denial of federal funds which would otherwise be available or would otherwise be inconsistent with requirements of Federal law, this subsection shall be suspended, but only to the extent necessary to prevent denial of the moneys or to Page 6 of 7 eliminate the inconsistency with Federal requirements (CRS 8 -19 -101 and 102). GENERAL 7. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this contract. Any provision of this contract whether or not incorporated herein by reference which provides for arbitration by any extra judicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this contract to the extent that the contract is capable of execution. 8. At all times during the performance of this contract, the Contractor shall strictly adhere to all applicable federal and State laws, rules, and regulations that have been or may hereafter be established. 9. Pursuant to CRS 24 -30 -202.4 (as amended), the State Controller may withhold debts owed to State agencies under the vendor offset intercept system for. (a) unpaid child support debt or child support arrearages; (b) unpaid balance of tax, accrued interest, or other charges specified in Article 22, Title 39, CRS; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) owed amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State or any agency thereof, the amount of which is found to be owing as a result of final agency determination or reduced to judgment as certified by the controller. 10. The signatories aver that they are familiar with CRS 18 -8301, et. seq., (Bribery and Corrupt Influences) and CRS 18 -8 -401, et. seq., (Abuse of Public Office), and that no violation of such provisions is present. 11. The signatories aver that to their knowledge, no State employee has any personal or beneficial interest whatsoever in the service or property described herein: IN WITNESS WHEREOF, the parties hereto have executed this Contract on the day first above written. Grant Recipient: STATE OF COLORADO Full Legal Name) Southeastern Colorado Heritage Center Bill Owens, GOVERNOR Acting by and through . The Department of Higher Education r � B B / EXECUTIVE CTOR / Georgianna Conhguglia, President Position (Title) j'p st Colorado Historical Society Fed 11>. 131-JEC-�)' Socud Security Number or Federal Identification Number APPROVED: STATE OF COLORADO Ken Salazar, Attorney General e la J. uniz CHS /S Contracts Officer APPROVED: STATE OF COLORADO Arthur L. Barnhart, State Controller BY: �' Thomas E. Zimmer CHS, Chief Financial Officer XAG ifts\Doctunent \092331 I0.doc ApprovaMontract B Page 7 of 7 City of Pueblo Exhibit A Restoration Project #99 -P2 -010, Phase II of 11 Phases SCOPE OF WORK Project Purpose: The purpose of this project is to restore the D &RGW Freight Station II. Scope of Work is as follows: A. Work items shall be completed by the Arch itect/Structural Engineer: Prepare assessment, plans and specifications for one story freight house section and middle section. a. Restoration /Clean Interior 1. Removal and demolition of non - historic material 2. Clean interior space. b. Restoration and Clean Exterior Mason c. Wall Stabilization. 1. Repair north side load bearing brick walls where needed. d. Foundation Stabilization 1. Repair where needed. e. Secure and Seal Building. 1. Restore hanging doors in existing rebuilt doorframes 2. In -fill door openings with bead board and insulate. 3. Replace two existing operable overhead doors. 4. Restore and paint transom windows. 5. Install blocking between roof and perimeter bearing walls in entire building. 6. Install a vestibule at the existing main entrance. f. Rehabilitate Concrete Floor. 1. Rehabilitate the existing concrete floor. g. Extension of Utilities 2. Extend electric, fire protection, gas, water, and sewer to the rest of the building. In accordance with Section 12- 47.1 -12 -1 C.R.S. (1999) The Limited Gaming Act which authorizes the Colorado Historical Society to administer the State Historical Fund as a statewide grants program. H:\Contracts \99 \99P2010 Exhibit A Phase ILdoc Page 1 of 1 page City of Pueblo Restoration Project #99 -P2 -010, Phase 11 of Il Phases ITEM Restoration /Clean Interior Removal and demolition of non - historic material. Clean interior space. Restore and Clean Exterior Masonry Wall Stabilization Repair North side load bearing walls. Foundation Stabilization Repair where needed. Secure and Seal Building Restore hanging doors and existing door frames In -fill door openings with bead board and insulate. Restore and paint transom windows. Replace existing operable overhead doors. Install blocking between roof and perimeter walls. Install a vestibule at the existing main entrance. Remove and Replace Concrete Floor Rehabilitate the existing concrete floor. Electrical, Gas, Sewer, and Water Sub Total Professional Services Professional Services (plans and specs) 8.5% Contingency TOTAL Exhibit B GRANT CASH PROJECT AMOUNT AMOUNT TOTAL 7,200.00 7,200.00 18,800.00 18,800.00 21,700.00 21,700.00 28,400.00 28,400.00 17,900.00 17,900.00 18,400.00 18,400.00. 32,700.00 32,700.00 24,300.00 24,300.00 3,800.00 6,000.00 9,800.00 17,800.00 17,800.00 14,800.00 14,800.00 21,000.00 21,000.00 21,500.00 21,500.00 254,300.00 21,615.00 21,615.00 24,085.00 24,085.00 200,000.00 100,000.00 300,000.00 H: \Contracts\99 \99P2010 Exhibit B Phase Il.doc Budget Page 1 of 1 page City of Pueblo Restoration Project # 99 -P2 -010, Phase II of 11 Phases Contract Period June 1, 2001 through July 30, 2003 LIST OF SUBMITTALS Project Reports Proiect Reports a. Payment request form (Attachment 2) b. Progress Report c. Interim Financial Report (Attachment 1). d. Progress Report e. Progress Report f. Final Financial Report (Attachment 1) Exhibit C Due Date Society Response N/A Advance payment 40% of award $80,000 December 1, 2001 Review* June 1, 2002 Review & Approve. Interim payment 50% of grant award $100,000 June 1, 2002 Review* December 1, 2002 Review* January 1, 2003 Review and Approve. Final payment 10% of grant award $20,000 *At the discretion of the SHF technical staff, progress reports may not receive a response. PROJECT DELIVERABLES Submit the following Project Deliverables in sequence. Project Deliverables 1. Before photos of area(s) affected by Scope of Work 2. Plans and Specifications 3. Copy(ies) of (sub)contracts 4. After photos of area(s) affected by Scope of Work Society Response Review /Comment and or Approve Review /Comment and or Approve Review /Comment and or Approve Review /Comment and or Approve H: \Contracts \99 \99P2010 Exhibit C.doc Page 1 of 1 page City of Pueblo Restoration Project #99 -P2 -010, Phase II of II Phases LEGAL DESCRIPTION Exhibit D i;Qr"Ans c Bi:C:`:S 23 and 33, c__ _ ose %CC''QCsS Cf '� =C2c _JS te;!to III t:� i0rs:l�r TO'.'v ^_ 0-L JJl!it: U.'0!Q, =0',I p2i� of said C:C;! of PL'zblo, es i01Io'VS: BEGINN NG at the most southerly comer of Block 39, i-1 the for►;_er Town of South Pueblo, no%v a oar of said Civj of Pueblo: Thence North 45' 02'46" West [bearings based on the survey reference line of "C" Street from the intersection of Third Street (known as Lam - Street) and "C" Street monumented with a concrete monument with PK nail in cast iron monument box and the intersection of Fourth Street (known as Victoria Avenue) and "C" Street monumeated•with a concrete nail with 4 city straddlers assumed to bear South 45 01'16" East] along the northeasterly line of "B" Street a distance of 680.90 feet, that. is also the southwesterly, line of said Blocks 38 and 28, as shown on the Plat of said Town of South Pueblo, to the most westerly comer of said Block 28; Thence North 45° 01'00" East, along the northwesterly line of said Block 28 a distance of 175.80 feet, to the most northerly comer of Lot 7 of said Block 28; Thence South 44° 59'00" East, along the northeasterly line of said Lot 7 of said Block 28, a distance > of.•300.00 feet, to the most easterly. comer of Lot 26 of said Block 28, said corner being on •the southeasterly line of said Block 28; Thence South 45° 01'00 ". West, along last said southeasterly line, that is also the northwesterly line of Third Street (known as Lamkin.Street), as shown on Plat of said Town of South Pueblo, a distance of 24.46 feet, to the northwesterly prolongation of the northeasterly line of Lot 6 of said Block 38; Thence South 44° 58'50" East, along last said prolongation and said northeasterly line of said Lot 6, and also the southeasterly prolongation of last said northeasterly line, a distance of 380.68 feet, to the southeasterly line of said Block 38; Thence South 44 55'58" West, along last said southeasterly line, that is also the northwesterly line of Fourth Street (known as Victoria Avenue), as shown on said Plat of the Town of South Pueblo, a distance of 150.57 feet, to the POINT OF BEGINNING. Page 1 of 1 page T s V cc w Q O CL W J Q V z Z M LL 2 N F-- U O O CL` 'O O Cl. U cc C O U U O 69 N c cc W y N V t0 C lL El E W 9 ❑ `m o c E o Z o U O O t f3+ a� m Q Q� Q > cc L A a� cc O n N L O E 0 E cc L v cc cc O 3 O . 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