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HomeMy WebLinkAbout10298RESOLUTION NO. 10298 A RESOLUTION APPROVING THE FY 2005 DELEGATION AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE PUEBLO AREA COUNCIL OF GOVERNMENTS AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME. WHEREAS, the Pueblo Area Council of Governments approved the Delegation Agreement between the Pueblo Area Council of Governments and the City of Pueblo for EIAF #4780 Region 07 /Community Development Services '05 on December 9, 2004. BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The 2005 Delegation Agreement between the City of Pueblo, a Municipal Corporation, and the Pueblo Area Council of Governments for EIAF #4780 Region 07 /Community Development Services '05, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. SECTION 2. The President of City Council is hereby authorized to execute said Delegation Agreement on behalf of the City. INTRODUCED December 27, 2004 BY Michael Occhiato Councilperson �L& If 1 p2yg i�1 Background Paper for Proposed RESOLUTION AGENDA ITEM # 12 DATE: December 27, 2004 DEPARTMENT: COMMUNITY DEVELOPMENT /JIM MUNCH PLANNING DEPARTMENTMIM MUNCH TITLE A RESOLUTION APPROVING THE FY 2005 DELEGATION AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE PUEBLO AREA COUNCIL OF GOVERNMENTS AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME. ISSUE Should the City of Pueblo enter into a Delegation Agreement with PACOG to perform the Scope of Work within Energy Impact Assistance Fund (EIAF) Contract #4780 Region 07 /Community Development Services '05? RECOMMENDATION Approve the Resolution. BACKGROUND The Pueblo Area Council of Governments is the recipient of the 2005 DOLA Technical Assistance Contract for State Planning Region 07, The Pueblo Area Council of Governments has no staff and through separate delegation agreements contract with the City and the County to provide PACOG services. The County provides regional planning and Area Agency on Aging services. The City provides technical assistance under the DOLA contract and urban transportation planning services. For the City Planning Department to continue to provide these services the City and PACOG must enter into the delegation agreement. PACOG approved the delegation agreement at their December 9, 2004 meeting. The Scope of Work is included as Exhibit A to the contract and includes the following activities: a. Promotion of a better understanding by local governments of the State Energy /Mineral Impact Assistance program through the identification, documentation and discussion of regional energy impact and related problems and the dissemination of information on the availability of grant funding and technical assistance; b. Assistance to local governments, especially the smaller communities in Region 7, in developing Energy /Mineral Impact Assistance grant applications and other state and federal grant applications, ensuring that applications are fully completed, accurate and submitted in a timely manner; c. Technical assistance to, and coordination and staffing of, local impact teams; and d. Monitoring of regional energy /mineral industries and resulting socio- economic impacts. This activity will entail the monitoring and reporting on a quarterly basis of industry and local government data and activity in a manner and format prescribed by the State. FINANCIAL IMPACT The staff of the Planning Department will provide services under the contract. The total contract is $60,000. PACOG's match for the contract, $30,000, was budgeted and appropriated at their December 9, 2004 meeting. The City will be reimbursed on a quarterly basis. DELEGATION AGREEMENT FOR EIAF #4780 — REGION 07/ COMMUNITY DEVELOPMENT'05 SERVICES THIS AGREEMENT ( "Agreement") is made and entered into this 1 st day of January, 2005, by and between the Pueblo Area Council of Governments, hereinafter referred to as " PACOG" and the City of Pueblo, a Municipal Corporation, hereinafter referred to as the "City'. WITNESSETH THAT: WHEREAS, the PACOG has entered into Contract EIAF #4780 — Region 07 Community Development '05 with the State of Colorado far the use and benefit of the Department of Local Affairs which is attached hereto as Exhibit "A" and incorporated herein ( "DOLA Contract"); and WHEREAS, the City has the authority, capacity, and ability to foster coordination and assistance in management, planning and intergovernmental relations associated with general purpose government and energy /mineral impact activities within State Planning and Management Region 7 planning and improvement projects; and WHEREAS, the PACOG desires to contract with City to provides services, activities and project execution required of PACOG under the DOLA Contract through the City's Department of Planning, and others; NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions set forth herein, the parties hereto do mutually agree as follows: 1. WORK TASKS: RESPONSIBILITIES OF CITY (a) City agrees to satisfactorily perform and complete, using its own employees or consultants or contractors, the planning services and items of work, and fumish all labor and materials encompassed within or reasonably necessary to accomplish the tasks and functions described in the Scope of Services attached to the DOLA Contract ( "Scope of Services ") in full compliance with all provisions of this Agreement and DOLA Contract. (b) City represents that it: (i) has the requisite authority and capacity to perform the services and work contemplated in the Scope of Services; (ii) that it is a home rule city and political subdivision of the State of Colorado; and (iii) that it is fully aware of and understands its duty to perform all functions and services in accordance with the regulatory requirements set forth in the DOLA Contract. 1 2. RESPONS IBILITIES OF THE PA The PACOG shall designate a representative of the PACOG who will be authorized to make all necessary decisions required of the PACOG on behalf of the PACOG in connection with the performance of this Agreement and the disbursement of funds in connection with the DOLA Contract. In the absence of such a designation, the PACOG's co- executive directors, acting jointly, shall be deemed as PACOG's authorized representative. 3. CITY'S COMPEN SATION AND METHOD OF PAYMENT (a) The PACOG will pay to City an amount up to that specified in subparagraph (c) of this paragraph as full compensation for all services and work to be performed or undertaken by City under this Agreement which is within the Scope of Services. Payment of funds to City is subject to the following requirements, which shall be conditions precedent to payment: (i) that City has expended staff time for eligible activities or has obligated or expended funds for eligible approved expenditures, (ii) that City is not in default of any material provisions of this Agreement nor applicable law or regulation, (iii) that City has submitted requests for payment or reimbursement detailing the eligible payment or reimbursement items, (iv) that, if required by the terms or conditions of an applicable financial assistance agreement, City has certified with each payment or reimbursement request compliance with the requirements identified in the DOLA Contract and that all staff time and obligations or expenditures for which payment is sought were made for and in furtherance of an approved project or work and are an eligible use of assistance under the law and regulations applicable to such assistance, and (v) that PACOG has timely received from the Colorado Department of Local Affairs and City matching funds sufficient to make the payment or reimbursement hereunder. (b) Payment hereunder is also subject to and may only be disbursed in accordance with applicable regulations including but not limited to those contained in the DOLA Contract, all other terms of this Agreement, and any special provisions in the Scope of Services. (c) PACOG shall pay to City for services covered by the Scope of Services, a sum not to exceed the amounts identified in the Scope of Services computed in accordance with the budget and rates set forth in the Scope of Services. 4. TERM OF AGREEMENT. The term of this Agreement shall be from January 1, 2005 to December 31, 2005 unless sooner terminated as herein provided. 2 5. TERMINATION OF AGREEMENT. (a) For Cause. This Agreement may be terminated by PACOG for cause, including any nonperformance by the City, upon thirty (30) days written notice to City including a statement of the reasons therefore, and after an opportunity for a hearing has been afforded. If a hearing is requested, it shall be held before the PACOG's governing body at a regular or special meeting of same whose decision shall be final. The determination of the PACOG's governing body as to the cause of termination and the appropriateness thereof shall be final and binding upon both PACOG and the City. Cause for termination shall mean any material failure by City to comply with any term of this Agreement. (b) Other Termination. This Agreement shall automatically terminate at the end of its term as well as in the event of any suspension, reduction or non - receipt of the financial assistance or grant funds by PACOG under the DOLA Contract. 6. ASSIGNABILITY. This Agreement shall not be assigned or transferred by either party without the prior written consent of the other party. Any assignment or attempted assignment made in violation of this provision shall, at the non - assigning party's election, be deemed void and of no effect whatsoever. 7. CONFLICT OF INTEREST. The City certifies that neither it nor any members of its City Council, officers or employees has or will derive any personal or financial interest or benefit from the activity or activities assisted pursuant to this Agreement, nor has an interest in any contract, subcontract or agreement with respect thereto, nor the proceeds thereunder, either for themselves or for those with whom they have family or business ties, during their tenure and for one year thereafter. 8. CITY RECORDS. City shall maintain records as to services provided, and reimbursable expenses incurred in performing the Scope of Services and complete accounting records. Accounting records shall be kept on a generally recognized accounting basis and as requested by the PACOG's auditor and acceptable to DOLA. The City agrees to comply with all applicable uniform administrative requirements described or referenced in applicable state or federal regulations, including those set forth in the DOLA Contract which is made a part of this Agreement. The PACOG, the State, through the Executive Director of the Department, the State Auditor, the Department of Transportation, and any of their authorized representatives, shall have the right to inspect and copy, during reasonable business hours, all books, documents, papers and records of the City which relate to this Agreement for the purpose of making an audit or examination. 3 Upon completion of the work and end of the term of this Agreement, the PACOG may require that a copy of all of City's financial records relating to this Agreement to be turned over to PACOG. 9. MONITORING AND EVALUATION. The PACOG and DOLA shall have the right to monitor and evaluate the progress and performance of the City to assure that the terms of this Agreement are being satisfactorily fulled in accordance with DOLA's, PACOG's and other applicable monitoring and evaluation criteria and standards. City shall fully cooperate with PACOG and DOLA relating to such monitoring and evaluation. 10. CITY FILES AND INFORMATION REPORTS. The City shall maintain files containing information which shall clearly document all activities performed in conjunction with this Agreement, including, but not limited to, financial transactions, conformance with assurances, activity reports, and program income, if any. These records shall be retained by the City for a period of three years after the completion of the Scope of Services. 11. INDEPENDENCE OF CITY. Nothing herein contained nor the relationship of City to PACOG, which relationship is expressly declared to be that of an independent contractor, shall make or be construed to make City or any of City's agents or employees the agents or employees of the PACOG. City shall be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors. 12. LIABILITY: INSURANCE. As to the PACOG, City agrees to assume the risk of all personal injury, including death and bodily injury, and damage to and destruction of property, including the loss of use therefrom, caused by or sustained, in whole or in part, in conjunction with or arising out of the performance or nonperformance of this Agreement by City or by the conditions created thereby; provided, however, that nothing in this paragraph is intended, nor should it be construed, to create or extend any right, claims or benefits or assume any liability for or on behalf of any third party, or to waive any immunities or limitations otherwise conferred under or by virtue of federal or state law, including but not limited to the Colorado Governmental Immunity Act, C.R.S. 24 -10 -101, et. sea. City shall provide and maintain Workers' Compensation insurance coverage or self- insurance on its employees complying with the requirements of State law. 4 13. EQUAL_ EMPLOYMENT OPPORTUNITY. In connection with the performance of this Agreement, City shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, disability or age. City shall endeavor to insure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, national origin, disability or age. City shall comply with the Special Provisions of the DOLA Contract. 14. ENTIRE AGREEMENT: AMENDMENTS. The provisions set forth in this Agreement and all Exhibits and attachments to this Agreement, constitute the entire and complete agreement of the parties hereto and supersede all prior written and oral agreements, understandings or representations related thereto. No amendment or modification of this Agreement, and no waiver of any provision of this Agreement, shall be binding unless made in writing and executed by the duly authorized officers of both the City and PACOG. 15. SIGNATURES. The persons signing this Agreement on behalf of each party represent and warrant that such persons and their respective party have the requisite power and authority to enter into, execute and deliver this Agreement and this Agreement is a valid and legally binding obligation of such party enforceable against it in accordance with its terms. IN WITNESS WHEREOF, the City and the PACOG have executed this Agreement as of the date first above written and under the laws of the State of Colorado. ATTEST: PUEBLO AREA COUNCIL OF GOVERNMENTS By Secretary Chairman ATTEST: CITY OF PUEBLO By S etary Pre$id , Pte blo City Council Kandy 5 EWF # 4780 — Region 7 Community Development 1 05 Contract Routin # Vendor# CFDA # N/A GRANT CONTRACT ENERGY AND MINERAL IMPACT ASSISTANCE PROGRAM THIS CONTRACT, made by and between the State of Colorado for the use and benefit of the mart of Local Affairs 1313 Sherman Street. Denver. Colorado 80203 hereinafter referred to as the State, FEW Pueblo Area Council of Governments 229 W. 12 Stye PuetStre Puet Colorado 81003 hereinafter to as the Contractor. WHEREAS, authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment in Fund Number 152, Appropriation Code Number 127 , Org. Unit FBAO GBL Contract Encumbrance Number F05S4780 _;and WHEREAS, required approval, clearance and coordination have been accomplished from and with appropriate agencies; and WHEREAS, the State desires to assist political subdivisions of the state and state agencies that are experiencing social and economic impacts resulting from the development, processing, or energy conversion of minerals or mineral fuels; and WHEREAS, pursuant to 39-29 -110, C.R.S., the Local Government Severance Tax Fund has been created, which fund is administered by the Department of Local Affairs, herein referred to as the "Department," through the Energy and Mineral Impact Assistance program; and WHEREAS, pursuant to section 39- 29- 110(1)(a) and (b)(l), C.R.S., the Executive Director of the Department is authorized to make grants from the Local Government Severance Tax Fund tD those political subdivisions socially or economically impacted by the development, processing, or energy conversion of minerals and mineral fuels for the planning, construction, and maintenance of public facilities and for the provision of pubic services; and WHEREAS, the Contractor, a political subdivision or state agency eligible to receive Energy and Mineral Impact Assistance funding, has applied to the Department for assistance; and WHEREAS, the Executive Director of the Departrnent desires to distribute said funds pursuant to law, and WHEREAS, the Executive Director wishes to provide assistance in the form of a grant from the Local Government Severance Tax Fund to the Contractor for the Project upon mutually agreeable temps and conditions as hereinafter set forth; NOW THEREFORE, it is hereby agreed that 1. Scope of Services. In consideration for the monies to be received from the State, the Contractor shall do, perform, and carry out, in a satisfactory and proper manner, as determined by the State, all work elements as indicated in the "Scope of Services," set forth in the attached Exhibit A, herein referred to as the "Project." Costs incurred prior to the date of execution of this Contract by the State Controller or designee shall not be reimbursed by the State unless specifically allowed in the "Project Description, Objectives and Requirements" section of Exhibit A. 2. Responsible Administrator. The performance of the services required hereunder shall be under the direct supervision of Jim Munch an employee or agent of the Contractor, who is hereby designated as the responsible administrator of the Project. At any time the Contractor wishes to change the responsible administrator, the Contractor shall propose and seek the State's approval of such replacement responsible adn istrator. The State's approval shall be evidenced through a Unilateral Contract Amendment to this contract inflated by the State as set forth in paragraph 8.b) of this Contract. Until such time as the State concurs in the replacement responsible administrator, the Slate may direct that Project work be suspended. 3. Time of Performance. This Contract shall become effective upon the date of proper execution of this Contract by the State Controller or designee. The Project contemplated herein shall commence as soon as Page 1 of 7 practicable after the execution of this Contract and shall be undertaken and performed as set forth in the "Time of Performance" section of Exhibit A. Expenses incurred by the Contractor in association with the Project prior to execution of this Contract by the State Controller or designee shall not be considered eligible expenditures for reimbursement by the State unless specifically allowed in the "Project Description, Objectives and Requirements" section of Exhibit A. The Contractor agrees that time is of the essence in the performance of its obligations under this Contract and that completion of the Project shall occur no later than the completion date set forth in the 'Time of Performance" section of Exhibit A. 4. Authority to Enter into Contract and Proceed with Project. The Contractor assures and warrants that it possesses the legal authority to enter into this Contract. The person signing and executing this Contract on behalf of the Contractor does hereby warrant and guarantee that he/she has full authorization to execute this Contract. In addition, the Contractor represents and warrants that it currently has the legal authority to proceed with the Project. Furthermore, if the nature or structure of the Project is such that a decision by the electorate is required, the Contractor represents and warrants that it has held such an election and secured the voter approval necessary to allow the Project to proceed. 5. Compensation and Method of Payment: Grant. In consideration for the work and services to be performed hereunder, the State agrees to provide to the Contractor a grant from the Local Government Severance Tax Fund in an amount not to exceed THIRTY THOUSAND AND XX/100 Dollars ($ 30,000.00 ) . The method and time of payment of such grant funds shall be made in accordance with the "Payment Schedule" set forth in Exhibit A. 6. Reversion of Excess Funds to the State. a) Any State funds paid to the Contractor and not expended in connection with the Project shall be remitted to the State upon completion of the Project or a determination by the State that the Project will not be completed. Any State funds not required for completion of the Project will be deobligated by the State. b) It is expressly understood that if the Contractor receives funds from this Contract in excess of its fiscal year spending limit, all such excess funds from this Contract shall revert to the State. Under no circumstances shall excess funds from this Contract be refunded to other parties. 7. Financial Managarrient and Budget. At all times from the effective date of this Contract until completion of the Project, the Contractor shall maintain property segregated accounts of State funds, matching funds, and other fiords associated with the Project All receipts and expenditures associated with the Project shall be documented in a detalled and specific manner, and shall be in accordance with the "Budget section set forth in Exhibit A. Contractor may adjust individual budgeted expenditure amounts without approval of the State provided that no budget transfers to or between administration budget categories are proposed and provided that cumulative budgetary line item changes do not exceed Twenty Thousand Dollars ($20,000.00), unless otherwise specified in the "Budget section of Exhibit A. Any budgetary modifications that exceed these limitations must be approved by the State through a Bilateral Contract Amendment as set forth in Paragraph 8.c). 8. Modification and AmerwJmarrt. a) Modification by Operation of Law. This Contract is subject to such modifications as may be necessitated by changes in federal or state law or requirements. Any such required modifications shall be incorporated into and be part of this Contract as if fully set forth herein. b) Unilateral Amendment The State may unilaterally modify the following portion; of this Contract when such modifications are requested by the Contractor or determined by the State to be necessary and appropriate. In such cases, the Amendment is binding upon proper execution of the Amendment by the State Controller's designee and without the signature of the Contractor. Paragraph 2 of this Contract, "Responsible Administrator"; it) Paragraph 3 of Exhibit A, Scope of Services Tame of Performance"; iii) Paragraph 5 of Exhibit A, Scope of Services "Remit Address "; iv) Paragraph 6 of Exhibit A, Scope of Services "Payment Schedule "; Page 2 of 7 V) Paragraph 22 of this Contract if applicable, Repayment of Loan, and Exhibit B, Loan Repayment Schedule Contractor must submit a written request to the Department if modifications are required. Amendments to this Contract for the provisions outlined in this Paragraph 8 b. i) through v): Responsible Administrator, Time of Performance, Remit Address, Payment Schedule, or Repayment of loan and Loan Repayment Schedule can be executed by the State (Exhibit C1). c) Bilateral Amendment. In the following circumstances, modifications shall be made by an Amendment signed by the Contractor, the Executive Director of the Department and the State Controller's designee. Such Amendments must be executed by the Contractor then the State and are binding upon proper execution by the State Controller's designee. i) unless otherwise specified in the 'Budget section of Exhibit A, when cumulative budgetary line item changes exceed Twenty Thousand Dollars ($20,000.00); ii) unless otherwise specified in the "Budget section of Exhibit A, when any budget transfers to or between administration budgetary categories are proposed; iii) when any other material modifications, as determined by the State, are proposed to Exhibit A or any other Exhibits; iv) when additional or less funding is needed and approved and modifications are required to Paragraph 5 of this Contract, "Compensation and Method of Payment" as well as to Exhibit A "Budget and "Payment Schedule "; V) when there are additional federal or state statutory or regulatory compliance changes in accordance with Paragraph 20 of this Contract. Such Bilateral Amendment may also incorporate any modifications allowed to be made by Unilateral Amendment as set forth in subparagraph 8.b) of this paragraph. Upon proper execution and approval, such Amendment (Exhibit C2) shall become an amendment to the Contract, effective on the date specified in the amendment No such amendment shall be valid until approved by the State Controller or such assistant as he may designate. All other modifications to this Contract must be accomplished through amendment to the contract pursuant to fiscal rules and in accordance with subparagraph 8 d). d) Other Modifications. If either the State or the Contractor desired to modify the terms of this Contract other than as set forth in subparagraphs b) and c) above, written notice of the proposed modification shall be given to the other party. No such modification shall take effect unless agreed to in writing by both parties in an amendment to this Contract property executed and approved in accordance with applicable law. Any amendment rewired per this subparagraph will require the approval of other state agencies as appropriate, e.g. Attorney General, State Controller, etc. Such Amendment may also incorporate any modifications allowed to be made by Unilateral and Bilateral Amendment as set forth in subparagraphs 8.b) or 8.c) of this paragraph. 9. Audit a) Discretionary Audit. The State, through the Executive Director of the Department, the State Auditor, or any of their duly authorized representatives and the federal government or any of its duly authorized representatives shall have the right to inspect, examine and audit the Contractor's and any subcontractor's records, books, accounts and other relevant documents. For the purposes of discretionary audit, the State specifically reserves the right to hire an independent Certified Public Accountant of the State's choosing. A discretionary audit may be requested at any time and for any reason from the effective date of this Contract until five (5) years after the date of final payment for this Project is received by the Contractor, provided that the audit is performed during normal business hours. b) Mandatory Audit. Whether or not the State or the federal government calls for a discretionary audit as provided above, the Contractor shall include the Project in its annual audit report as required by the Colorado Local Government Audit Law, 29- 1-601, et seq, C.R.S., and State implementing rules and regulations. Such audit reports shall be simultaneously submitted to the Department and the State Auditor. Thereafter, the Contractor shall supply the Department with copies of all correspondence from the State Auditor related to the relevant audit report. If the audit reveals evidence of non - compliance with Page 3 of 7 applicable requirements, the Department reserves the right to institute compliance or other appropriate proceedings notwithstanding any other judicial or administrative actions filed pursuant to 29 -1-607 or 29- 1 -608, C.R.S. 10. Conflict of Interest The Contractor shall comply with the provisions of 18 -8-308 and 24-18 -101 through 24-18 -109, C.R.S. 11. Contract Suspension. If the Contractor fads to comply with any contractual provision, the State may, after notice to the Contractor, suspend the Contract and withhold further payments or prohibit the Contractor from incurring additional obligations of contractual funds, pending corrective action by the Contractor or a decision to terminate in accordance with provisions herein. The State may determine to allow such necessary and proper costs which the Contractor could not reasonably avoid during the period of suspension provided such costs were necessary and reasonable for the conduct of the Project 12. Contract Termination. This Contract may be terminated as follows: a) Termination Due to Loss of Funding. The parties hereto expressly recognize that the Contractor is to be paid, reimbursed, or otherwise compensated with funds provided to the State for the purpose of contracting for the services provided for herein, and therefore, the Contractor expressly understands and agrees that all its rights, demands and claims to compensation arising under this Contract are contingent upon receipt of such funds by the State. In the event that such funds or any part thereof are not received by the State, the State may immediately terminate or amend this Contract. b) Termination for Cause. If, through any cause, the Contractor shall fail to fulfill in a timely and proper mariner its obligations under this Contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Contract, the State shall thereupon have the right to terminate this Contract for cause by giving written notice to the Contractor of such termination 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 documenW data, studies, surveys, drawings, maps, models, photographs, and reports or other material prepared by the Contractor under this Contract shall, at the option of the State, become its property, and the Contractor shad be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Notwithstanding the above, the Contractor shad 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 Contractor, and the State may withhold any payments to the Contractor for the purpose of offset until such time as the exact amount of damages due the State from the Contractor is determined. c) Ternnation for Convenience. The Slate may terminate this Contract at any time the State desires. The State shad effect such termination by giving written notice of termination to the Contractor and specifying the effective date thereof, at least twerdy (20) days before the effective date of such termination. All finished or unfinished documents and other materials as described in subparagraph 12.b) above shall, at the option of the State, become its property. If the Contract is terminated by the State as provided herein, the Contractor 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 Contractor covered by this Contract, less payments of compensation previously made; provided, however, that if less than sixty percent (60 0 /6) of the services covered by this Contract have been performed upon the effective date of such termination, the Contractor 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 Contractor during the Contract period which are directly attributable to the uncompleted portion of the services covered by this Contract. 13. Integration. This Contract, as written, with attachments and references, is intended as the complete integration of all understandings between the parties at this time and no prior or contemporaneous addition, deletion or modification hereto shad have any force or effect whatsoever, unless embodied in a written authorization or contract amendment incorporating such changes, executed and approved pursuant to paragraph 8 of this Contract and applicable law. 14. 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 nor as waiver of a subsequent breach of the same term. Page 4 of 7 15. Binding on Successors. Except as herein otherwise provided, this agreement shall inure to the benefit of and be binding upon the parties, or any subcontractors hereto, and their respective successors and assigns. 16. Assignment. Neither party, nor any subcontractors hereto, may assign its rights or duties under this Contract without the prior written consent of the other party. No subcontract or transfer of Contract shall in any case release the Contractor of responsibilities under this Contract. 17. 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 or compliance beyond the termination date of the Contract shall survive such termination date and shah be enforceable by the State as provided herein in the event of such failure to perform or comply by the Contractor or its subcontractors. 18. Successor in Interest In the event the Contractor is an entity formed under intergovernmental agreement and the project is for the acquisition, construction or reconstruction of real or personal property to be used as a public facility or to provide a public service, the Contractor warrants that it has established protections that ensure that in the event the Contractor entity ceases to exist, ownership of the property acquired or improved shall pass to a constituent local government or other eligible governmental successor in interest, or other successor if specifically authorized in Exhibit A, so that the property can continue to be used as a public facility or to provide a public service. 19. Non - Discrimination. The Contractor agrees to comply with the letter and the spirit of all applicable state and federal laws and requirements with respect to discrimination and unfair employment practices. 20. Compliance with Applicable Laves. At all times during the performance of this Contract, the Contractor shall strictly adhere to all applicable Federal and State laws that have been or may hereafter be established. 21. Order of Precedence. In the event of conflicts or inconsistencies between this contract and its exhibits or attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: A Colorado Special Provisions B. Contract C. The Scope of Services, Exhibit A Page 5 of 7 (For Use Only with Inter- Govemtnental Contracts) 1. CONTROLLER'S APPROVAL. CRS 2430-202 (1) This contract shall not be desired valid until it has been approved by the Controller of the State of Colorado or such assistant as he may designate. 2. FUND AVAILABILITY. CRS 24.30-202 (5.5) 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. 3. INDEMNIFICATION. To the extent authorized by law, the contractor shall index mlty, save, and hold harmless the State 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, agent. subcontractors, or assignees pursuant to the tamer of this contract. No term or condition of this contract shall be construed or interpreted as a walver, express or implied, of any of the Irmamities, rights, beneflta, protection, or other provisions for the parties, of the Colorado Governmental Immunity Act, CRS 24- 10.101 at seq. or the Federal Tort Claims Ad, 28 U.S.C. 2871 at seq. as applicable, as now or hereafter amended. 4. INDEPENDENT CONTRACTOR. 4 CCR 801 -2 THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE CONTRACTOR NOR ANY AGENT OR EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE STATE. CONTRACTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID BY THE STATE PURSUANT TO THIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE CONTRACTOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. CONTRACTOR SHALL HAVE NO AUTHORIZATION, EXPRESS OR IMPLIED, TO BIND THE STATE TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND KEEP IN FORCE WORKERS' COMPENSATION (AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE CONTRACTOR, ITS EMPLOYEES AND AGENTS. 5. NON - DISCRIMINATION. The contractor agrees to comply with the letter and the spirit of *N applicable state and federal laws respecting discrimination and unfair employment practices. 6. CHOICE OF LAW The laws of the State of Colorado and rules and regulations issued pursuant thereto shell be applied in the interpretation, execution, end enforcement of this contract. Any provision of this contrac whetter or not Incorporated herein by reference, which provides for arbitration by airy extrajudicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null end void Nothing contented In . 7 provision Incorporsted herein by reference which purports to negate this or any other speWl provision in whole or in part shall be veNd or enforceable or awNable in arty action at low whether by vmy of complaint, defense, or othervrIne. Any provision rendered null and vold nva by the operation of this provision will not ilidote the rems rider of this contract to the extent that the contrail lo capable of execution. At all times during the performance of this contract, the Contractor shall strictly adhere to all applicable federal and state lows, rules, and regulations that have been or rimy hereafter be established. 7. SOFTWARE PIRACY PROHIBITION Govemor's Executive Order D 002 00 No State or other public funds payable under thb Contract shell be used for the acquisition, operation, or rraintanance of computer software In violation of United Stabs c�oppyyr�l �It laws or applicable licensing restrictions. The Contractor hereby certAks that, for the tern of this Contract and any extensions the'Cordractor has in pace aparoor la 'ate systems and controls to prevent such impreper use of public funds. If the State determines that the Contractor is in violation of tmhis P paregraph, the State may exercise any remedy available at w or equity our uu cop yright o this Contra including, utrastdet�bns n, Inin late ter.. di tlon of the Contract and any reredy consistent with United 8. EMPLOYEE FINANCIAL INTEREST. CRS 24- 18-201 & CRS 24-5 50.507 The signatories aver that to their knowledge, no employee of the State of Colorado has any personal or beneficial Interest whatsoever in the servos or property desalted herein. Effective Date: April 1, 2004 Party H of 7 ..♦. a .'.k 111 "y J3"\ [ .3 ✓ �eµ..r i :.A : -{' (r' "�}'•4�ti.: ti ':..� :_..... THE PARTIES HERETO HAVE EXECUTED TENS CONTRACT CONTRACTOR: STATE OF COLORADO: OWENS, GOVERNOR PUEBLO AREA COUNCIL OF GOVERNMENTS By Legal Name of Contracting Entity Michael L. Beasley, Executive Director 841327303 Social Security Number or FEIN gnature of Officer ?��f�O�1 CHAIRMAN Print Name & Title of Authorized Officer Departrnent of Local Affairs PRE APPROVED FORM CONTRACT REVIEWER: � t CORPORATIONS: (A corporate attestation is required.) Attest (Seal) By - ( rporab Secretary or Equivalent, or TOWWG inty Clerk) (Place corporate seal here, IF available) ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 2440-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it The contractor is not authorized to begin performance until the contract is signed and dated below. if perfomtance begins prior to the date below, the State of Colorado may not be obligated to pay for the goods and /or services provided. STATE CONTROLLER: Leslie M. Shenefelt BY Rose We Auten, ntroller Departrr . )Ant of Lo_cal / (fairs Date � a l J 7 Effective Date: April 1, 2004 Pane 7 of 7 EXIMrr A l *Ali cm *y EIAF # 4780 — Region 7 Community Development `05 EXHIBIT A SCOPE OF SERVICES PROJECT DESCRIPTION, OBJECTIVES AND REQUIREMENTS The Project consists of providing financial support to the Pueblo Area Council of Governments (Contractor), to foster coordination and assistance in management, planning and intergovernmental relations associated with general purpose government and energy /mineral impact activities within State Planning and Management Region 7. Project activities shall be carried out by a project coordinator, who was designated by the Contractor. Eligible expenses of Project services will include the following activities: a. promotion of a better understanding by local governments of the State Energy/Mineral Impact Assistance program through the identification, documentation and ciscussion of regional energy impact and related problems and the dissemination of information on the availability of grant funding and technical assistance; b. assistance to local governments, especially the smaller communities in Region 7, in developing Energy/Mineral Impact Assistance grant applications and other state and federal grant applications, ensuring that applications are fully completed, accurate and submitted in a timely manner; C. technical assistance to, and coordination and staffing of, local impact teams; and d. monitoring of regional energy /mineral industries and resulting socio-econornic impacts. This activity will entail the monitoring and reporting on a quarterly basis of industry and local government data and activity in a manner and format prescribed by the State. The Department of Local Affairs does hereby consent to the Pueblo Area Council of Governments transferring its rights and duties under this Contract to the City of Pueblo subject to the execution of the Delegation Agreement dated as of January 1, 2005 between the City of Pueblo and Pueblo Area Council of Governments whereby the City of Pueblo will undertake and perform the Scope of Services, Exhibit A, in compliance with this Contract Energy and Mineral Impact Assistance funds in the amount of THIRTY THOUSAND AND XX/100 Dollars ($ _N&00.00 ) are provided under this Contract to finance Project costs. The Contractor is expected to provide THIRTY THOUSAND AND )WI 00 Dollars ($ 30.000.00) in Project financing, and, in any event, is responsible for all Project cost in Wxoess of THIRTY THOUSAND AND )X/100 Dollars ($ 30.000.00 ) Copies of any and all contracts entered into by the Contractor in order to accomplish this Project shall be submitted to the Department of Local Affairs upon execution, and any and all contracts entered into by the Contractor or any of its subcontractors shall comply with all applicable federal and Colorado state laws and shall be governed by the laws of the State of Colorado notwithstanding provisions therein to the contrary. Contractor agrees to acknowledge the state Departrnent of Local Affairs in any and all materials or events designed to promote or educate the public about the project, including but not finned to: press releases, newspaper articles, op-ed pieces, press conferences, presentations and brochures/pamphlets. 2. ENERGY AND MINERAL IMPACT The population of Pueblo County was 123,051 in 1990; it is currently estimated to be 147284. Rocky Mountain Steel Mills (formerly CF & 1) has reduced their workforce by about 300 employees since the strike which took place in 1997. The energy /mineral sector has witnessed a long -term trend of generally declining employment In 1997 there were 1,036 energy /mineral production employees in the County. EIAF # 4780 – Region 7 Community Development'05 RA 5. 6. TIME OF PERFORMANCE The Project shall commence on January 1, 2005 subject to the full and proper execution of this Contract and shall be completed on or before December 31, 2Q05 . However, in accordance with paragraph 8.b. or 8.c. contained within the main body of this Contract, the Project time of performance may be extended by a Contract Amendment. To inflate this process, a written request shall be submitted to the State by the Contractor at least thirty (30) days prior to December 31, 2W5 and shall include a full justification for the time extension. BUDGET We — venues Expenditures Energy/Mineral Impact - GRANT $30,000 Salaries/BenefilsiTravel/ $ 60,000 Operating Expenses Contractor Funds 30,000 Total $60,000 Total $60,000 REMIT ADDRESS: (Address to where payments are to be sent) 229 W. I e Street Pueblo, CO 81003 PAYMENT SCHEDULE Grant Pavments $3,000 Initial payment to be made within thirty (30) days of the date of execution of this Contract. 25,500 In interim payments reimbursing the Contractor for actual expenditures made in the performance of this Contract Payments shall be based upon properly documented financial and narrative status reports detailing expenditures made to date. 1.500 Final payment to be made upon the completion of the Project and submission of final financial and narrative status reports documenting the expenditure of all Energy /Mineral Impact Assistance funds for which payment has been requested. $30,000 Total CONTRACT MONITORING The State shall monitor this Contract on an as- needed basis. 8. REPORTING SCHEDULE At the time Contractor inflates payment requests, the Contractor shall submit financial and narrative status reports detailing Project progress and properly documenting all to -date expenditures of Energy and Mineral Impact Assistance funds. Page 2 of 2