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09129
ORDINANCE NO. 9129 AN ORDINANCE ESTABLISHING CAPITAL IMPROVEMENT PROJECT PL1705 - RIVER TRAIL REPLACEMENT PROJECT, BUDGETING AND APPROPRIATING $111,547 FOR SAID PROJECT, TRANSFERRING $12,547 FROM LT1701 – RIVER TRAIL REPAIR AND REPLACEMENT, APPROVING AND ACCEPTING A COLORADO PARKS AND WILDLIFE STATE TRAIL GRANT IN THE AMOUNT OF $99,000, AND APPLICABLE CONDITIONS PERTAINING THERETO, AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME WHEREAS, the State of Colorado, Department of Natural Resource, and the Colorado Parks and Wildlife has awarded the City of Pueblo a grant in the amount of $99,000; and WHEREAS, the acceptance of the award is in the best interest of the City; NOW THEREFORE; BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Grant Agreement, a true copy 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 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 to the same. SECTION 3. Project No. PL1705 – River Trail Replacement is hereby established and $12,547 is hereby transferred from Project No. LT1701 to Project No. PL1705, and the grant amount of $99,000 is hereby deposited to Project No. PL1705. The amount of $111,547 is hereby budgeted and appropriated to said project. SECTION 4. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of the Ordinance and the attached Agreement to effectuate the transactions described therein. SECTION 5. This Ordinance shall become effective immediately upon final passage and approval. INTRODUCED May 8, 2017 BY: Ed Brown PASSED AND APPROVED: May 22, 2017 City Clerks’ Office Item # R-1 Background Paper for Proposed Ordinance CITY COUNCIL MEETING DATE: May 8, 2017 TO: Members of City Council CC: Sam Azad, City Manager VIA: Gina Dutcher, City Clerk FROM: Steven Meier, Parks and Recreation Director SUBJECT: AN ORDINANCE ESTABLISHING CAPITAL IMPROVEMENT PROJECT PL1705 - RIVER TRAIL REPLACEMENT PROJECT, BUDGETING AND APPROPRIATING $111,547 FOR SAID PROJECT, TRANSFERRING $12,547 FROM LT1701 – RIVER TRAIL REPAIR AND REPLACEMENT, APPROVING AND ACCEPTING A COLORADO PARKS AND WILDLIFE STATE TRAIL GRANT IN THE AMOUNT OF $99,000, AND APPLICABLE CONDITIONS PERTAINING THERETO, AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME SUMMARY: This Ordinance establishes a capital project, budget and appropriate funds in the amount of $111,547 for the Pueblo River Trail Replacement Project and approves a grant agreement between the City and the State of Colorado, Department of Natural Resources, Colorado Parks and Wildlife for in the amount of $99,000. Matching funds from LT1701 – River Trail Repair and Replacement in the amount of $12,547 will be transferred into the capital project as the City’s cash match. Parks and Recreation will contribute in-kind to the project in the approximate amount of $30,726. PREVIOUS COUNCIL ACTION: None BACKGROUND: An application for a grant to fund the River Trail Replacement Project from the State of Colorado, Department of Natural Resources, Colorado Parks and Wildlife was submitted in October 2016 and a notification of award was received February 24, 2017. The project will consist of the removal and replacement of approximately 1,222-linear feet of concrete trail and the construction of a 485- linear foot detour around an area that has been consistently under water from Fountain Creek flooding. FINANCIAL IMPLICATIONS: The acceptance of the grant would bind the City of Pueblo to the conditions of the Colorado Parks and Wildlife Non-Motorized Trails Grant Agreement. The following is the breakdown of the funding for the Project: Colorado Parks and Wildlife Grant $99,000 Funds Transferred from Capital Project LT1701 $12,547 City of Pueblo In-Kind $30,726 Total Project Cost $142,273 BOARD/COMMISSION RECOMMENDATION: None STAKEHOLDER PROCESS: Not Applicable ALTERNATIVES: If the City Council does not approve this Ordinance, the CPW Grant award will not be received and the City must find alternative funding sources to complete the project. RECOMMENDATION: Approval of the Ordinance Attachments:CPW Grant Award Letter State of Colorado Grant Agreement CTGG 1 PMAA 2017*1750 17-TRLG-98515 STATE OF COLORADO Department of Natural Resources, Division of Parks and Wildlife Grant Agreement with City of Pueblo TABLE OF CONTENTS 1. PARTIES 1 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY 1 3. RECITALS 1 4. DEFINITIONS 2 5. TERM 3 6. STATEMENT OF WORK 3 7. PAYMENTS TO GRANTEE 4 8. REPORTING -NOTIFICATION 5 9. GRANTEE RECORDS 6 10. CONFIDENTIAL INFORMATION-STATE RECORDS 7 11. CONFLICTS OF INTEREST 8 12. REPRESENTATIONS AND WARRANTIES 8 13. INSURANCE 9 14. BREACH 9 15. REMEDIES 10 16. NOTICES AND REPRESENTATIVES 12 17. RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE 12 18. GOVERNMENTAL IMMUNITY 12 19. STATEWIDE GRANT MANAGEMENT SYSTEM 12 20. GENERAL PROVISIONS 13 21. COLORADO SPECIAL PROVISIONS 16 22. SIGNATURE PAGE 18 EXHIBIT A-STATEMENT OF WORK EXHIBIT A EXHIBIT B-PRICES AND RATES EXHIBIT B EXHIBIT C-FFATA EXHIBIT C EXHIBIT D-ASSURANCES EXHIBIT D EXHIBIT E-SUPPLEMENTAL PROVISIONS FOR FEDERAL AWARDS EXHIBIT E 1. PARTIES This Subrecipient Grant Agreement(hereinafter called"Grant") is entered into by and between City of Pueblo, a home rule municipality,whose address is 800 Goodnight Ave, Pueblo, CO 81005 (hereinafter called"Grantee"or"Subrecipient"),and the STATE OF COLORADO, acting by and through the Department of Natural Resources, Colorado Parks and Wildlife, whose address is 1313 Sherman Street, #618, Denver CO 80203, (hereinafter called the"State"or"CPW"). 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY This Grant shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee(hereinafter called the"Effective Date"). The State shall not be liable to pay or reimburse Grantee for any performance hereunder, including, but not limited to costs or expenses incurred, or be bound by any provision hereof prior to the Effective Date. 3. RECITALS A. Authority,Appropriation,and Approval Authority to enter into this Grant exists in § 33-10-107 C.R.S. and funds have been budgeted,appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment. Required approvals,clearance and coordination have been accomplished from and with appropriate agencies. B. Consideration Page 1 of 18 CTGG1 PMAA 2017*1750 17-TRLG-98515 The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Grant. C. Purpose To remove and replace approximately 1700 linear feet of 8 foot wide concrete trail on the Fountain Creek River. D. References All references in this Grant to sections(whether spelled out or using the § symbol), subsections,exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. E. Federal Funds Federal funds are provided for this agreement by the U.S. Federal Highway Administration, Catalog of Federal Domestic Assistance(CFDA)number 20.219. F. Selection This grant is exempt from the Procurement Code under CRS §24-101-105 (1)(a)(II). 4. DEFINITIONS The following terms as used herein shall be construed and interpreted as follows: A. Budget "Budget"means the budget for the Work described in Exhibit A. B. Cost Sharing Funds "Cost Sharing Funds"means the portion of project costs not paid by Federal funds. Cost Sharing Funds are the same as Matching Funds. C. Evaluation "Evaluation"means the process of examining Grantee's Work and rating it based on criteria established in§6 and Exhibit A. D. Exhibits and other Attachments The following are attached hereto and incorporated by reference herein: Exhibit A(Statement of Work), Exhibit B(Prices and Rates), Exhibit C (Federal Funding Accountability and Transparency Act of 2006"FFATA"), Exhibit D (Assurances), and Exhibit E(Supplemental Provisions For Federal Awards). E. Goods "Goods"means tangible material acquired, produced, or delivered by Grantee either separately or in conjunction with the Services Grantee renders hereunder. F. Grant "Grant"means this Grant, its terms and conditions, attached exhibits, documents incorporated by reference under the terms of this Grant, and any future modifying agreements, exhibits, attachments or references incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies. G. Grant Funds "Grant Funds"means available funds payable by the State to Grantee pursuant to this Grant. H. Matching Funds "Matching Funds"means funds provided by the Grantee for performance of the Work,which may be either cash or in-kind funds, as permitted and specified in Exhibit B. Matching Funds cannot include any Federal Funds, and State Matching Funds may not be used to reimburse Pre-award Costs, unless authorized in this Grant. "Matching Funds"means the portion of project costs not paid by Federal funds. Matching Funds are the same as Cost Sharing Funds. I. Party or Parties "Party"means the State or Grantee and"Parties"means both the State and Grantee. J. Payment Amount: Page 2of18 CTGG 1 PMAA 2017*1750 17-TRLG-98515 If non-federal match is required, such matching funds shall be documented with every payment request. Excess match documented and submitted with one reimbursement request shall be applied to subsequent requests as necessary to maximize the allowable reimbursement. K. Program "Program" means the State Trails grant program that provides the funding for this Grant. L. Recipient "Recipient"means a Colorado State agency that receives an Award. In this agreement, the Recipient is the Colorado Division of Parks and Wildlife. M. Review "Review"means examining Grantee's Work to ensure that it is adequate, accurate, correct and in accordance with the criteria established in §6 and Exhibit A. N. Services "Services" means the required services to be performed by Grantee pursuant to this Grant. O. Subcontractor "Subcontractor"means third-parties, if any, who are not subgrantees, engaged by Contractor to provide goods, services or construction P. Subgrantee "Subgrantee"means third-parties, if any, engaged by Grantee to aid in performance of a federal program. A subgrantee may also be a subrecipient. Q. Subrecipient "Subrecipient"means a non-federal entity that receives a Subaward from a Recipient to carry out part of a federal program, but does not include an individual that is a beneficiary of such program. R. Work "Work"means the tasks and activities Grantee is required to perform to fulfill its obligations under this Grant and Exhibit A, including the performance of the Services and delivery of the Goods. S. Work Product "Work Product"means the tangible or intangible results of Grantee's Work, including, but not limited to, software, research,reports, studies,data, photographs, negatives or other finished or unfinished documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts. 5. TERM A. Initial Term-Work Commencement The Parties respective performances under this Grant shall commence on the Effective Date or June 01, 2017,whichever is later. This Grant shall terminate on December 31,2019 unless sooner terminated or further extended as specified elsewhere herein. B. Two Month Extension The State,at its sole discretion upon written notice to Grantee as provided in §16,may unilaterally extend the term of this Grant for a period not to exceed two months at or near the end of any initial term or any extension thereof. The provisions of this Grant in effect when such notice is given, including, but not limited to prices,rates, and delivery requirements, shall remain in effect during the two month extension. The two-month extension shall immediately terminate when and if a replacement Grant is approved and signed by the Colorado State Controller. The total duration of this Grant, including the exercise of any extension under this clause, shall not exceed 5 years 6. STATEMENT OF WORK A. Completion Grantee shall complete the Work and its other obligations as described herein and in Exhibit A during the term. The State shall not be liable to compensate Grantee for any Work performed prior to the Effective Date or after the termination of this Grant. B. Goods and Services Page 3of18 CTGGI PMAA 2017*1750 17-TRLG-98515 Grantee shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using the Grant Funds and shall not increase the maximum amount payable hereunder by the State. C. Employees All persons employed by Grantee, Subcontractors or Subgrantees shall be considered Grantee's, Subcontractor's or Subgrantees' employee(s)for all purposes hereunder and shall not be employees of the State for any purpose as a result of this Grant. 7. PAYMENTS TO GRANTEE The State shall, in accordance with the provisions of this §7,pay Grantee in the following amounts and using the methods set forth below: A. Maximum Amount The maximum amount payable under this Grant to Grantee by the State is $99,000.00, as determined by the State from available funds. Grantee agrees to provide any additional funds required for the successful completion of the Work. Payments to Grantee are limited to the unpaid obligated balance of the Grant as set forth in Exhibit B. B. Payment i. Interim and Final Payments All payments allowed under this Grant and in Exhibit B shall comply with State Fiscal Rules and be made in accordance with the provisions of this Grant or such Exhibit based on cost reimbursement as specificed in§7.A., above. Grantee shall initiate any payment requests by submitting invoices to the State in the form and manner set forth and approved by the State. ii. Interest The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced represents performance by Grantee previously accepted by the State. Uncontested amounts not paid by the State within 45 days may, if Grantee so requests,bear interest on the unpaid balance beginning on the 46th day at a rate not to exceed one percent per month until paid in full; provided, however,that interest shall not accrue on unpaid amounts that are subject to a good faith dispute. Grantee shall invoice the State separately for accrued interest on delinquent amounts. The billing shall reference the delinquent payment,the number of day's interest to be paid and the interest rate. iii. Available Funds-Contingency-Termination The State is prohibited by law from making fiscal commitments beyond the term of the State's current fiscal year. Therefore,Grantee's compensation is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions, set forth below. If federal funds are used with this Grant in whole or in part,the State's performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this Grant shall be made only from available funds encumbered for this Grant and the State's liability for such payments shall be limited to the amount remaining of such encumbered funds. If State or federal funds are not appropriated, or otherwise become unavailable to fund this Grant, the State may immediately terminate this Grant in whole or in part without further liability in accordance with the provisions herein. iv. Erroneous Payments At the State's sole discretion, payments made to Grantee in error for any reason, including,but not limited to overpayments or improper payments, and unexpended or excess funds received by Grantee, may be recovered from Grantee by deduction from subsequent payments under this Grant or other Grants,grants or agreements between the State and Grantee or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any person or entity other than the State. The closeout of a federal award does not affect the right of the U.S. Federal Highway Administration to disallow costs and recover funds on the basis of a later audit or other review.Any cost disallowance recovery is to be made within the record retention period.The closeout of a federal award does not affect the right of CPW to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the record retention period. C. Use of Funds Page 4 of 18 CTGG1 PMAA 2017*1750 17-TRLG-98515 Grant Funds shall be used only for eligible costs identified herein and/or in the Budget. Grantee may adjust budgeted expenditure amounts within each line item of said Budget without approval of the State as long as the Scope of the project remains unaffected and is completed or delivered as described in the scope of work. Budget adjustments which affect the Scope of the project must be authorized in writing by the State in an amendment to this Grant prior to expenditure of Grant Funds. The State's total consideration shall not exceed the maximum amount shown herein. D. Matching Funds Grantee shall provide Matching Funds as provided in Exhibit B, "Local Matching Funds". Grantee shall have raised the full amount of Local Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. The Grantee's obligation to pay all or any part of any matching funds,whether direct or contingent only extends to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of the Subrecipient and paid into the Grantee's treasury or bank account. The Grantee represents to the State that the amount designated "Grantee's Matching Funds" in Exhibit B has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. The Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of the Grantee. The Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature,except as required by the Local Agency's laws or policies. E. Reimbursement of Grantees' Costs The State shall reimburse the Grantee's allowable costs, not exceeding the maximum total amount described in Exhibit B and§7. The State shall reimburse the Grantee for the federal share and the State Matching Funds"as shown on Exhibit B, of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A,B and C. However, any costs incurred by the Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the federal award funding is retroactive. Allowable costs shall be: i. Reasonable and Necessary Reasonable and necessary to accomplish the Work and for the Goods and Services provided. ii. Net Cost Actual net cost to the Grantee(i.e.the price paid minus any items of value received by the Subrecipient that reduce the cost actually incurred). F. Close Out The Grantee shall close out this Grant within 90 days after the end date. Grant close out entails submission to the State by the Grantee of all documentation requred by this Grant, and Grantee's final reimbursement request. The State shall withhold 5% of the allowable costs until all final project documentation has been submitted and accepted by State as substantially complete. If the project has not been closed by the respectice federal agency within 1 year and 90 days after the end date due to Grantee's failure to submit required documentation that the State has requested from the Subrecipient,then the Grantee may be prohibited from applying for new federal awards through the State until such documentation has been submitted and accepted. 8. REPORTING-NOTIFICATION Reports, Evaluations, and Reviews required under this§8 shall be in accordance with the procedures of and in such form as prescribed by the State and in accordance with §19, if applicable. A. Performance,Progress,Personnel,and Funds State shall submit a report to the Grantee upon expiration or sooner termination of this Grant, containing an Evaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder. In addition, Grantee shall comply with all reporting requirements, if any, set forth in Exhibit A. Grantee shall submit all financial,performance, and other reports to the State upon expiration or sooner termination of this Grant,containing an Evaluation and Review of Grantee's performance and Page 5of18 CTGG1 PMAA 2017*1750 17-TRLG-98515 the final status of Grantee's obligations hereunder. In addition, Grantee shall comply with all reporting requirements, if any, set forth in Exhibit A. B. Performance and Final Status. Subrecipient shall submit,all financial,performance, and other reports to State no later than 45 state business days after the End Date or sooner termination of this Agreement containing an Evaluation and Review of Subrecipient's performance and the final status of Subrecipient's obligations hereunder. C. Violations Reporting Subrecipient must disclose, in a timely manner, in writing to the State and to the Federal Awarding Agency responsible for issuance of the Federal Award,all violations of Federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Grant. Penalties for noncompliance may include suspension or debarment(2 CFR Part 180 and 31 U.S.C. 3321). D. Litigation Reporting Within 10 days after being served with any pleading in a legal action filed with a court or administrative agency, related to this Grant or which may affect Grantee's ability to perform its obligations hereunder, Grantee shall notify the State of such action and deliver copies of such pleadings to the State's principal representative as identified herein. If the State's principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of DNR. E. Noncompliance Grantee's failure to provide reports and notify the State in a timely manner in accordance with this§8 may result in the delay of payment of funds and/or termination as provided under this Grant. F. Subcontracts and Subgrants Copies of any and all subcontracts or subgrants entered into by Grantee to perform its obligations hereunder shall be submitted to the State or its principal representative upon request by the State. Any and all subcontracts or subgrants entered into by Grantee related to its performance hereunder shall comply with all applicable federal and state laws and shall provide that such subgrants be governed by the laws of the State of Colorado. G. Financial Responsibility i. The Grantee shall maintain a complete record file of all receipts and expenditures and other written records which pertain to the use of the funds and to the performance of the Agreement. Such record files shall be made available upon request at such reasonable times and places as agreeable to the parties of this Agreement. ii. No later than forty-five(45) state business days after the date of completion of the Project construction or termination of the Agreement,the Grantee shall submit to the State a complete record of all receipts and expenditures and other written records related to the Project. Any unused portion of the advanced Project monies will be returned to the State at that time. Following the completion of the Project construction or termination of the Project,the State shall inspect the Project facilities and audit all expenditures made by the Grantee related to the Project as set forth above in "Scope of Agreement" If the State finds any expenditures were not made in accordance with this Agreement,the State may request, and the Grantee shall immediately refund monies used for those expenditures. 9. GRANTEE RECORDS Grantee shall make, keep, maintain and allow inspection and monitoring of the following records: A. Maintenance Grantee shall make, keep,maintain, and allow inspection and monitoring by the State of a complete file of all records, documents,communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs)or Goods hereunder. Grantee shall maintain such records(the "Record Retention Period")until the last to occur of the following: (i) a period of three years after the date this Grant is completed or terminated or a longer period as required in the exhibits, or(ii)final payment is made hereunder, whichever is later, or(iii) for such further period as may be necessary to resolve any pending matters, or(iv) if an audit is occurring, or Grantee has received notice that an audit Page 6 of 18 CTGG1 PMAA 2017*1750 17-TRLG-98515 is pending, then until such audit has been completed and its findings have been resolved. If any litigation, claim, or audit related to the Grant starts before expiration of the Record Retention Period,the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State or the U.S. Federal Highway Administration. The U.S. Federal Highway Administration, a cognizant agency for audit, oversight or indirect costs, and the State may notify Grantee in writing that the Record Retention Period shall be extended. For records for real property and equipment,the Record Retention Period shall extend three years following final disposition of such property. B. Inspection Grantee shall permit the State,the federal government and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Grantee's records related to this Grant during the Record Retention Period for a period of three years following termination of this Grant or final payment hereunder,whichever is later,to assure compliance with the terms hereof or to evaluate Grantee's performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the term of this Grant, including any extension. If the Work fails to conform to the requirements of this Grant,the State may require Grantee promptly to bring the Work into conformity with Grant requirements, at Grantee's sole expense. If the Work cannot be brought into conformance by re-performance or other corrective measures,the State may require Grantee to take necessary action to ensure that future performance conforms to Grant requirements and exercise the remedies available under this Grant, at law or inequity in lieu of or in conjunction with such corrective measures. C. Monitoring Grantee shall permit the State,the federal government, and other governmental agencies having jurisdiction, in their sole discretion,to monitor all activities conducted by Grantee pursuant to the terms of this Grant using any reasonable procedure, including, but not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checking, formal audit examinations, or any other procedures. All monitoring controlled by the State shall be performed in a manner that shall not unduly interfere with Grantee's performance hereunder. D. Final Audit Report If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this Grant, Grantee shall submit a copy of the final audit report to the State or its principal representative at the address specified herein. 10. CONFIDENTIAL INFORMATION-STATE RECORDS Grantee shall comply with the provisions of this§10 if it becomes privy to confidential information in connection with its performance hereunder. Confidential information, includes, but is not necessarily limited to, state records,personnel records, and information concerning individuals. A. Confidentiality Grantee shall keep all State records and information confidential at all times and to comply with all laws and regulations concerning confidentiality of information. Any request or demand by a third party for State records and information in the possession of Grantee shall be immediately forwarded to the State's principal representative. B. Notification Grantee shall notify its agent, employees, Subcontractors, Subgrantees, and assigns who may come into contact with State records and confidential information that each is subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of such requirements before they are permitted to access such records and information. C. Use, Security,and Retention Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee or its agents in any way,except as authorized by this Grant or approved in writing by the State. Grantee shall provide and maintain a secure environment that ensures confidentiality of all State records and other confidential information wherever located. Confidential information shall not be retained in Page 7of18 CTGGI PMAA 2017*1750 17-TRLG-98515 any files or otherwise by Grantee or its agents, except as permitted in this Grant or approved in writing by the State. D. Disclosure-Liability Disclosure of State records or other confidential information by Grantee for any reason may be cause for legal action by third parties against Grantee,the State or their respective agents. Grantee 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 and related costs, incurred as a result of any act or omission by Grantee,or its employees,agents, Subgrantees, or assignees pursuant to this §10. 11. CONFLICTS OF INTEREST Grantee shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of Grantee's obligations hereunder. Such a conflict of interest would arise when a Grantee's employee, officer or agent, or any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or receives a tangible personal benefit from Grantee's receipt of the federal award and/or entry into this Grant Agreement. Officers, employees and agents of the Grantee may neither solicit nor accept gratuities, favors, or anything of monetary value from Subcontracors or Subrecipients or parties to subcontracts or subgrants. Grantee acknowledges that with respect to this Grant,even the appearance of a conflict of interest is harmful to the State's interests. Absent the State's prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's obligations to the State hereunder. If a conflict or appearance exists,or if Grantee is uncertain whether a conflict or the appearance of a conflict of interest exists, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach of this Grant. 12. REPRESENTATIONS AND WARRANTIES Grantee makes the following specific representations and warranties, each of which was relied on by the State in entering into this Grant. A. Standard and Manner of Performance Grantee shall perform its obligations hereunder in accordance with the normal standards of care, skill and diligence in the industry,trades or profession and in the sequence and manner set forth in this Grant. B. Legal Authority—Grantee and Grantee's Signatory Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions required by its procedures,by-laws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Grant, or any part thereof, and to bind Grantee to its terms. If requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter into this Grant within 15 days of receiving such request. C. Licenses,Permits,Etc. Grantee represents and warrants that prior to performing any work required in Exhibit A, and that at all times during the term hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorization required by law to perform its obligations hereunder. Grantee warrants that it shall maintain all necessary licenses,certifications,approvals, insurance, permits, and other authorizations required to properly perform this Grant, without reimbursement by the State or other adjustment in Grant Funds.Additionally, all employees and agents of Grantee performing Services under this Grant shall hold all required licenses or certifications, if any,to perform their responsibilities. Grantee, if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation,withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for Grantee to Page 8 of 18 CTGGI PMAA 2017*1750 17-TRLG-98515 properly perform the terms of this Grant shall be deemed to be a material breach by Grantee and constitute grounds for termination of this Grant. 13. INSURANCE Grantee shall obtain and maintain, and ensure that each Subgrantee shall obtain and maintain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement shall be issued by insurance companies with an AM Best rating of A-VIII or better. A. Workers' Compensation Workers' Compensation Insurance as required by State statute,and Employers' Liability Insurance covering all Grantee or Subgrantee employees acting within the course and scope of their employment B. General Liability Commercial general liability insurance written on an ISO occurrence form, covering premises operations, fire damage, independent contractors,products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $1,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any one fire. C. Automobile Liability Automobile liability insurance covering any auto(including owned, hired and non-owned autos)with a minimum limit of$1,000,000 each accident combined single limit. D. Additional Insured The State shall be named as additional insured on all commercial general liability policies(leases and construction contracts require additional insured coverage for completed operations)required of Grantee or Subgrantee. E. Primacy of Coverage Coverage required of Grantee or Subgrantee shall be primary over any insurance or self-insurance program carried by the State. F. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal without at least 30 days prior notice to Grantee and Grantee shall forward such notice to the State within 7 days of Grantee's receipt of such notice. G. Subrogation Waiver All insurance policies secured or maintained by Grantee or Subgrantee in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. H. Public Entities In the event that Grantee is a"public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the"GIA"), Grantee shall, in lieu of the liability insurance requirements stated above, maintain at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance,as is necessary to meet its liabilities under the GIA. If a Subgrantee is a public entity within the meaning of the GIA, Grantee shall ensure that the Subgrantee maintain at all times during the terms of this Agreement, in lieu of the liability insurance requirements stated above, such liability insurance,by commercial policy or self-insurance, as is necessary to meet the Subgrantee's obligations under the GIA. I. Certificates Grantee and all Sub-grantees shall purchase the required insurance no later than thirty days prior to starting the project and will provide the required insurance certificates at that time. No later than 15 days prior to the expiration date of any such coverage, Grantee and each Sub-grantee shall deliver to the State or Grantee certificates of insurance evidencing renewals thereof. In addition, upon request by the State at any other time during the term of this Grant or any sub-grant, Grantee and each Sub-grantee shall, within Page 9of18 CTGG I PMAA 2017*1750 17-TRLG-98515 10 days of such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this§13. 14. BREACH A. Defined In addition to any breaches specified in other sections of this Grant,the failure of either Party to perform any of its material obligations hereunder, in whole or in part or in a timely or satisfactory manner, constitutes a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 20 days after the institution or occurrence thereof, shall also constitute a breach. B. Notice and Cure Period In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in§16. If such breach is not cured within 30 days of receipt of written notice, or if a cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued with due diligence,the State may exercise any of the remedies set forth in§15. Notwithstanding anything to the contrary herein,the State, in its sole discretion, need not provide advance notice or a cure period and may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. 15. REMEDIES If Grantee is in breach under any provision of this Grant, the State shall have all of the remedies listed in this§15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period set forth in§14(B). The State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively. A. Termination for Cause and/or Breach If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion in accordance with the provisions of this Grant and in a timely manner,the State may notify Grantee of such non-performance in accordance with the provisions herein. If Grantee thereafter fails to promptly cure such non-performance within the cure period,the State, at its option, may terminate this entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform. Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. Grantee shall continue performance of this Grant to the extent not terminated, if any. i. Obligations and Rights To the extent specified in any termination notice, Grantee shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall terminate outstanding orders, subcontracts and/or subgrants with third parties. However, Grantee shall complete and deliver to the State all Work, Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within this Grant's terms. At the sole discretion of the State, Grantee shall assign to the State all of Grantee's right,title, and interest under such terminated orders, Subgrants,or subcontracts. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee in which the State has an interest. All materials owned by the State in the possession of Grantee shall be immediately returned to the State. All Work Product, at the option of the State, shall be delivered by Grantee to the State and shall become the State's property. ii.Payments The State shall reimburse Grantee only for accepted performance up to the date of termination. If, after termination by the State, it is determined that Grantee was not in breach or that Grantee's action or inaction was excusable, such termination shall be treated as a termination in the public interest and the rights and obligations of the Parties shall be the same as if this Grant had been terminated in the public interest, as described herein. iii. Damages and Withholding Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the State Page 10 of 18 CTGG1 PMAA 2017*1750 17-TRLG-98515 may withhold any payment to Grantee for the purpose of mitigating the State's damages, until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due to Grantee as the State deems necessary to protect the State, including loss as a result of outstanding liens or claims of former lien holders, or to reimburse the State for the excess costs incurred in procuring similar goods or services. Grantee shall be liable for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. B. Early Termination in the Public Interest The State is entering into this Grant for the purpose of carrying out the public policy of the State of Colorado,as determined by its Governor, General Assembly, and/or Courts. If this Grant ceases to further the public policy of the State,the State, in its sole discretion,may terminate this Grant in whole or in part. Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee, which shall be governed by§15(A)or as otherwise specifically provided for herein. i. Method and Content The State shall notify Grantee of such termination in accordance with§16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Grant. ii. Obligations and Rights Upon receipt of a termination notice, Grantee shall be subject to and comply with the same obligations and rights set forth in §15(A)(i). iii. Payments If this Grant is terminated by the State pursuant to this§15(B), Grantee shall be paid an amount which bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily performed bear to the total Services covered by this Grant, less payments previously made. Additionally, if this Grant is less than 60% completed,the State may reimburse Grantee for a portion of actual out-of-pocket expenses(not otherwise reimbursed under this Grant) incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder. C. Remedies Not Involving Termination The State, in its sole discretion,may exercise one or more of the following remedies in addition to other remedies available to it: i. Suspend Performance Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee shall promptly cease performance and incurring costs in accordance with the State's directive and the State shall not be liable for costs incurred by Grantee after the suspension of performance under this provision. ii.Withhold Payment Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and completed. iii. Deny Payment Deny payment for those obligations not performed,that due to Grantee's actions or inactions,cannot be performed or, if performed,would be of no value to the State; provided,that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. iv. Removal Demand removal of any of Grantee's employees, agents, Subcontractors, or Subgrantees whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest. v. Intellectual Property If Grantee infringes on a patent, copyright,trademark,trade secret or other intellectual property right while performing its obligations under this Grant, Grantee shall, at the State's option(a) obtain for the State or Grantee the right to use such products and services; (b)replace any Goods, Services, or other product involved with non-infringing products or modify them so that they become non-infringing; or, Page 11 of 18 CTGG 1 PMAA 2017*1750 17-TRLG-98515 (c) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products and refund the price paid therefore to the State. 16. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below. In addition to, but not in lieu of a hard- copy notice,notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. A. State: Pamela O'Malley CPW Trails Program 13787 South Highway 85 Littleton, CO 80125 303-791-1957 x 4131 pam.omalley@state.co.us B. Grantee: Lee Carstensen City of Pueblo, Parks Maintenance Supervisor 800 Goodnight Ave Pueblo, CO 81005 719-568-7780 Icarstensen@pueblo.us 17. RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE Any software, research, reports, studies, data,photographs,negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts,prepared by Grantee in the performance of its obligations under this Grant shall be the nonexclusive property of the State and, copies of all such materials and all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State's exclusive rights in such Work Product shall include, but not be limited to,the right to copy,publish, display, transfer, and prepare derivative works. 18. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary,nothing herein shall constitute a waiver,express or implied, of any of the immunities,rights,benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies,boards, officials,and employees is controlled and limited by the provisions of the Governmental Immunity Act and the risk management statutes, CRS §24-30-1501,et seq., as amended. 19. STATEWIDE GRANT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Grant is $100,000 or greater, either on the Effective Date or at anytime thereafter,this§19 applies. Grantee agrees to be governed, and to abide, by the provisions of CRS §24-102-205, §24-102-206, §24-103- 601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state Grants and inclusion of Grant performance information in a statewide Grant management system. Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Grant, State law, including CRS §24-103.5-101,and State Fiscal Rules, Policies and Guidance. Evaluation and Review of Grantee's performance shall be part of the normal Grant administration process and Grantee's performance will be systematically recorded in the statewide Grant Management System. Areas of Evaluation and Review shall include, but shall not be limited to quality, cost and Page 12 of 18 CTGG 1 PMAA 2017*1750 17-TRLG-98515 timeliness. Collection of information relevant to the performance of Grantee's obligations under this Grant shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of Grantee's obligations. Such performance information shall be entered into the statewide Grant Management System at intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30 days of the end of the Grant term. Grantee shall be notified following each performance Evaluation and Review, and shall address or correct any identified problem in a timely manner and maintain work progress. Should the final performance Evaluation and Review determine that Grantee demonstrated a gross failure to meet the performance measures established hereunder,the Executive Director of the Colorado Department of Personnel& Administration (Executive Director), upon request by the DNR, and showing of good cause, may debar Grantee and prohibit Grantee from bidding on future Grants. Grantee may contest the final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either removal or correction of the evaluation(CRS §24-105-102(6)), or(b)under CRS §24-105-102(6), exercising the debarment protest and appeal rights provided in CRS §§24-109-106, 107, 201 or 202,which may result in the reversal of the debarment and reinstatement of Grantee,by the Executive Director, upon a showing of good cause. 20. GENERAL PROVISIONS A. Assignment, Subcontracts and Subgrants Grantee's rights and obligations hereunder are personal and may not be transferred, assigned or subgranted without the prior,written consent of the State. Any attempt at assignment,transfer, or subgranting without such consent shall be void. All assignments, subgrants, or Subgrantees approved by Grantee or the State are subject to all of the provisions hereof. Grantee shall be solely responsible for all aspects of subcontracting and/or subgranting arrangements and performance. B. Binding Effect Except as otherwise provided in§20(A), all provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns. C. Captions The captions and headings in this Grant are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. D. Counterparts This Grant may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Grant represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions, deletions, or other changes hereto shall not have any force or effect whatsoever, unless embodied herein. F. Indemnification-General Grantee 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 and related costs, incurred as a result of any act or omission by Grantee, or its employees, agents, Subgrantees, or assignees pursuant to the terms of this Grant; however,the provisions hereof shall not be construed or interpreted as a waiver, express or implied, of any of the immunities, rights,benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable,as now or hereafter amended. G. Jurisdiction and Venue All suits, actions,or proceedings related to this Grant shall be held in the State of Colorado and exclusive venue shall be in the City and County of Denver. H. Modification i. By the Parties Page 13 of 18 CTGG1 PMAA 2017*1750 17-TRLG-98515 Except as specifically provided in this Grant,modifications of this Grant shall not be effective unless agreed to in writing by the Parties in an amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law, State Fiscal Rules,and Office of the State Controller Policies, including,but not limited to,the policy entitled MODIFICATIONS OF CONTRACTS - TOOLS AND FORMS. ii. By Operation of Law This Grant is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Grant on the effective date of such change, as if fully set forth herein. I. Order of Precedence The provisions of this Grant shall govern the relationship of the Parties. In the event of conflicts or inconsistencies between this Grant and its exhibits and attachments including, but not limited to,those provided by Grantee, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Exhibit C,FFATA, ii. Colorado Special Provisions, iii. The provisions of the main body of this Grant, iv. Exhibit A, v. Exhibit B, vi. Exhibit D, vii.Exhibit E. J. Severability Provided this Grant can be executed and performance of the obligations of the Parties accomplished within its intent,the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof. K. Survival of Certain Grant Terms Notwithstanding anything herein to the contrary, provisions of this Grant requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Grantee fails to perform or comply as required. L. Taxes The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K)and from all State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions apply when materials are purchased or services rendered to benefit the State; provided however,that certain political subdivisions (e.g., City of Denver)may require payment of sales or use taxes even though the product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State is prohibited from paying for or reimbursing Grantee for them. M. Third Party Beneficiaries Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party.Any services or benefits which third parties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. N. Waiver Waiver of any breach of a term,provision, or requirement of this Grant, or any right or remedy hereunder,whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term,provision or requirement, or of any other term, provision,or requirement. O. CORA Disclosure To the extent not prohibited by federal law, this Grant and the performance measures and standards under CRS §24-103.5-101, if any, are subject to public release through the Colorado Open Records Act, CRS §24-72-101, et seq. P. Assurances Page 14 of 18 CTGG1 PMAA 2017*1750 17-TRLG-98515 Grants receiving federal funds after October 1, 2010 must comply with the federal assurances. The Grantee must comply with the assurances to be eligible to receive federal funds,as outlined in Exhibit D. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 15 of 18 CTGG 1 PMAA 2017*1750 17-TRLG-98515 21. COLORADO SPECIAL PROVISIONS These Special Provisions apply to all Grants except where noted in italics. A. CONTROLLER'S APPROVAL. CRS §24-30-202 (1). This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or designee. B. FUND AVAILABILITY.CRS§24-30-202(5.5). 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. C. GOVERNMENTAL IMMUNITY. No term or condition of this Grant shall be construed or interpreted as a waiver, express or implied,of any of the immunities,rights, benefits,protections, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b)and 2671 et seq.,as applicable now or hereafter amended. D. INDEPENDENT CONTRACTOR. Grantee shall perform its duties hereunder as an independent contractor and not as an employee.Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Unemployment insurance benefits will be available to Grantee and its employees and agents only if such coverage is made available by Grantee or a third party. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Grant. Grantee shall not have authorization, express or implied,to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee shall (a)provide and keep in force workers'compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and(c)be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Grantee shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including,without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this grant. Any provision included or incorporated herein by reference which conflicts with said laws, rules,and regulations shall be null and void.Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not 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 shall not invalidate the remainder of this Grant,to the extent capable of execution. G. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Grant or incorporated herein by reference shall be null and void. H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this Grant shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that,during the term of this Grant and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision,the State may exercise any remedy available at law or in equity or under this Grant, including, without limitation, immediate termination of this Grant and any remedy consistent with federal copyright laws or applicable licensing restrictions. Page 16 of 18 CTGG 1 PMAA 2017*1750 17-TRLG-98515 I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS§§24-18-201 and 24-50-507. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Grant. Grantee has no interest and shall not acquire any interest, direct or indirect,that would conflict in any manner or degree with the performance of Grantee's services and Grantee shall not employ any person having such known interests. J. VENDOR OFFSET. CRS§§24-30-202 (1) and 24-30-202.4. [Not applicable to intergovernmental agreements] Subject to CRS §24-30-202.4(3.5),the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a)unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest,or other charges specified in CRS §39-21-101, et seq.; (c)unpaid loans due to the Student Loan Division of the Department of Higher Education; (d)amounts required to be paid to the Unemployment Compensation Fund; and(e)other unpaid debts owing to the State as a result of final agency determination or judicial action. K. PUBLIC GRANTS FOR SERVICES. CRS §8-17.5-101. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Grantee certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Grant and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Grant,through participation in the E-Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c), Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant or enter into a contract with a Subgrantee that fails to certify to Grantee that the Subgrantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant. Grantee(a) shall not use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Grant is being performed, (b)shall notify the Subgrantee and the granting State agency within three days if Grantee has actual knowledge that a Subgrantee is employing or contracting with an illegal alien for work under this Grant, (c) shall terminate the subgrant if a Subgrantee does not stop employing or contracting with the illegal alien within three days of receiving the notice, and(d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Grantee participates in the State program, Grantee shall deliver to the granting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Grantee fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the granting State agency, institution of higher education or political subdivision may terminate this Grant for breach and, if so terminated, Grantee shall be liable for damages. L. PUBLIC GRANTS WITH NATURAL PERSONS.CRS §24-76.5-101. Grantee, if a natural person eighteen(18)years of age or older, hereby swears and affirms under penalty of perjury that he or she(a) is a citizen or otherwise lawfully present in the United States pursuant to federal law,(b)shall comply with the provisions of CRS §24-76.5-101 et seq., and(c)has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this Grant. SPs Effective 1/1/09 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 17 of 18 CTGGI PMAA 17-TRLG-98515 dol J_ 1750 22. SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS GRANT * Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and acknowledge that the State is relying on their representations to that effect. CONTRACTOR STATE OF COLORADO City of Pueblo John W.Hickenlooper,Governor Department of Natural Resources Robert W.Randall,Executive Director Colorado Parks and Wildlife w Signature Signature Stephen G. Nawrocki T r President of City Council ,' /.kJ A G.. . !. ,i Imo. T', IeXwcC(ZI,I Name and Title of Signatory Name a Title of Signatory Date: May 22, 2017 Date: (Of v/iTi 2nd State or Contractor Signature if Needed LEGAL EVIEW Cynthia H. Coffman,Attorney General Signature 4h! 1 By: Gina Dutcher, City Clerk Assistant Attorney General Name and Title of Signatory Date: May 22, 2017 Date: ALL GRANTS RE I UIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Grants. This Grant is not valid until signed and dated below by the State Controller or delegate. Grantee is not authorized to begin performance until such time. If Grantee begins performing prior thereto,the State of Colorado is not obligated to pay Grantee for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER Robert Jaros,CPA ►' : • , i By: Maggie V.• lee eepartment of Natural Resources Purchasing Director Date:_( , 23/tel i) Page 18 of 18 Exhibit A COtmTRUC IQMOIAINTt ENANCE APPLICANT INFORMATION Applicant or Organization Name:City of Pueblo Parks and Recreation Mailing Address:800 Goodnight Ave Pueblo Co. 81005 Applicant Lead Contact Name:Lee Carstensen ( Title:Parks Maintenance Supervisor Is this the •r I ary •,1 ct for Telephone:719-568-7780 Email:Icarstensen@pueblo.us this •rant:[AYES NO OFFICIAL USE ONLY—DUNS#QF REQUIRED): PROJECT IMAM.hili gisrerifiwIN haft dgy.to Rev t" l sio ssi bUNV air the PRO* Name:Lee Carstensen Title:Parks Maintenance Supervisor Mailing Address: 800 Goodnight Ave Pueblo Co. 81005 Telephone:719-568-7780 Email:Iarstensen@pueblo.us IYPANTOS* IAAPPLICNINSI Name: Mailing Address: Partner Contact Name: Title: Telephone: Email: Is this the •1, ry contact for this grant:II YESNO ABOUT THE PROJECT Project Title:River Trail Replacement Grant Request: $99,000.00 Required Match: $29,700.00 Total Project Cost: $142,272.25 Is this rolect part of the Colorado Front Range Trail: YES 17 NO Does this trail connect to a regional trail system?©YES ONO If yes which system:Fountain Creek River Trail Project Description: (Please write 2-3 sentences that describe your project and the expected accomplishments. Be sure to include Who, What,When, and Where ) This section is not the place to talk about the project background, the benefits, the funding, or anything other than the actual work to be accomplished. Please save the WHY for Question 2 of the Selection Criteria. The City of Pueblo Parks and Recreation Department will be removing and replacing 1707 Linear Feet of 8 foot wide concrete trail on the Fountain Creek River. Page 1 of 2 Performance Monitoring Project Name: River Trail Replacement Project Sponsor: City of Pueblo Parks and Recreation A.) Performance Measures and Standards • The City of Pueblo Parks and Recreation Dept.will be removing and replacing 1707 linear feet of 8 foot wide concrete trail on the Fountain Creek River. B.) Accountability • When the grantee submits a partial payment they will sign off on the invoice form certifying that"the billing reflects only those items which conform and are consistent with the performance measures and standards of the project agreement." • If the items requested for reimbursement are not consistent with the performance measures and standards then payments may be withheld. • If items submitted to clear an advance payment are not consistent with the performance measures and standards then a refund of the advanced monies will be requested. C.) Monitoring Requirements • Grantee will submit an annual status report through the duration of the agreement that is due at the end of the calendar year. • A final inspection will be conducted prior to the final payment being processed. • If necessary,a Certificate of Project Completeness form will be used as the Final Inspection of the project. The form will need to be signed prior to the final payment being processed. D.) Noncompliance Resolution • If a conflict arises during the life of the project agreement,the steps listed below will be taken. If a conflict cannot be resolved the issue will move through the levels until a resolution has been reached. 1. Grantee will work with the Trails Program Assistant assigned to managing the project. 2. If the issue cannot be resolved it will be brought to the Trails Program Manager to try and reach a resolution. 3. If there is still a problem the issue will be brought to the Director of Colorado Parks and Wildlife. 4. The Colorado Parks and Wildlife commission will be brought in to make a final decision on any conflict if the issue could not be solved in the first three steps. Page 2 of 2 Exhibit B Budget Form Total Project Source of Funds Date Secured CPWTrailsGrantMatch Total Funding Request(Al [BI (S)ICI CASH PW-Trails S 99,000.00 $ 99,000.00 clty of Pueblo Parks&Recreation S 12,546.75 S 12.546.75 $ S • City of Pueblo Perks&Recreation $ 30,726.00 S 30,726.00 S S • $ TOTAL SOU=OF RINDS I $ sumo $ 410278,78 S 12,171.75 Total Project Total Funding CASH Quantity/Cost per Unit Qty Cost Total CPW Funds Match ISI I$1 Insert Budget Une Rem Category Class 6 Road Base 200 tons/Via ton 200 S 100 $ 1,600.00 $ 1,600.00 S 1,600.0 r steel reinforced concrete 1707/S64 a linear foot 1707 5 6100 $ 109,24100 5 99,000.00 S 10,24100 S 109,248.00 15-washed rock 2$tons/527.95 a ton 2S $ 27.95 S 691.75 S 69175 $ 69.175 $ S $ - $ • S • S - $ • S - S $ • S • S - S • S • S - S • $ • $ • S - $ • $ - $ - S • S • $ • $ • $ • $ • $ • S • $ • S • S • S S • $ $ • $ $ • $ S • S $ • $ • $ • $ . S • S - S • $ • $ • $ WE OFFUN0S-CASH SUBTOTAL $ 91000.00 $ 31,546.75 $111,546.78, IN-IDND Quantity/Cost per Unit Qty Cost Total Total Funding ISI insert Budget Une Rem Category Old Concrete Trail Removal 1707/518 a linear foot 1707 S 11.00 $ 300,736.00 S 30,726.00 S 30,726.00 S - S • S $ $ S S S S $ S - S S . S S S - $ - $ . Exhibit BPage lof2 $ s s s • .$ - $ S S S S $ $ • S S • URoPNMOS-nwluNowITOTAL $ - $ 10.7*1.00 S 30an00 TOTAL POO=OW $ M OMI $ 0.272.75 1 142472.70 SOS SIQUI DMATCH $ 4700.00 Exhibit a Pap 2 of 2 Exhibit C State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended Revised as of 3-20-13 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "Award" means an award of Federal financial assistance that a non-Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1.2. Contracts; 1.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4. Loans; 1.1.5. Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.8. Food commodities; 1.1.9. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non-Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally-owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). 1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all Award types in §1.1.1 through 1.1.11 above. 1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.4. "Data Universal Numbering System (DUNS) Number" means the nine-digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http://fedgov.dnb.com/webform. 1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C; Exhibit C—Page 1 of 4 Exhibit C 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; Exhibit C—Page 1 of 4 Exhibit C 1.5.2. A foreign public entity; 1.5.3. A domestic or foreign non-profit organization; 1.5.4. A domestic or foreign for-profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non- Federal entity. 1.6. "Executive" means an officer, managing partner or any other employee in a management position. 1.7. "Federal Award Identification Number(FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by§6202 of Public Law 110-252. FFATA, as amended, also is referred to as the"Transparency Act." 1.9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 1.10. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.11. "Subrecipient" means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee. 1.12. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award Management(SAM) profile, if applicable. 1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. "System for Award Management(SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at httD://www.sam.gov. 1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above-market earnings on deferred compensation which is not tax-qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property)for the Executive exceeds$10,000. 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 Exhibit C—Page 2 of 4 a Exhibit C 1.17. (Public Law 109-282), as amended by§6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management(SAM)and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is$25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d)of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or§6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget(OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at http://www.colorado.aov/doa/dfo/sco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is$25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of$25,000 or more, the Award is Exhibit C—Page 3 of 4 Exhibit C 7. subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de-obligated such that the total award amount falls below$25,000, the Award shall continue to be subject to the reporting requirements. 8. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth below. 7.1 ToSAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number+4 if more than one electronic funds transfer(EFT) account; 7.1.3 Subrecipient Parent DUNS Number; 7.1.4 Subrecipient's address, including: Street Address, City, State, Country, Zip+4, and Congressional District; 7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract, the following data elements: 7.2.1 Subrecipient's DUNS Number as registered in SAM. 7.2.2 Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code+4, and Congressional District. 9. Exemptions. 8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 8.3 Effective October 1, 2010, "Award" currently means a grant, cooperative agreement, or other arrangement as defined in Section 1.1 of these Special Provisions. On future dates"Award" may include other items to be specified by OMB in policy memoranda available at the OMB Web site;Award also will include other types of Awards subject to the Transparency Act. 8.4 There are no Transparency Act reporting requirements for Vendors. 10. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. Exhibit C—Page 4 of 4 Exhibit D OMB Approval No.0348-0042 ASSURANCES Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0042), Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the Awarding Agency. Further, certain Federal assistance awarding agencies may require applicants to certify to additional assurances. If such is the case,you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance, 8. Will comply with the Intergovernmental Personnel Act of and the institutional, managerial and financial capability 1970 (42 U.S.C. §§4728-4763) relating to prescribed (including funds sufficient to pay the non-Federal share of standards for merit systems for programs funded under project costs) to ensure proper planning, management one of the 19 statutes or regulations specified in and completion of the project described in this Appendix A of OPM's Standards for a Merit System of application. Personnel Administration (5 C.F.R. 900, Subpart F). 2. Will give the awarding agency, the Comptroller General of 9. Will comply with the Lead-Based Paint Poisoning the United States and, if appropriate, the State, through Prevention Act(42 U.S.C. §§4801 et seq.)which any authorized representative, access to and the right to prohibits the use of lead-based paint in construction or examine all records, books, papers, or documents related rehabilitation of residence structures. to the assistance; and will establish a proper accounting system in accordance with generally accepted accounting 10. Will comply with all Federal statutes relating to non- standards or agency directives. discrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964(P.L. 88-352)which prohibits discrimination on the basis of race,color or 3. Will not dispose of, modify the use of, or change the national origin; (b)Title IX of the Education Amendments terms of the real property title, or other interest in the site of 1972, as amended(20 U.S.C. §§16811683, and 1685- 1686), which prohibits discrimination on the basis of sex; and facilities without permission and instructions from the (c)Section 504 of the Rehabilitation Act of 1973,as awarding agency. Will record the Federal interest in the amended (29 U.S.C. §794),which prohibits discrimination title of real property in accordance with awarding agency on the basis of handicaps; (d)the Age Discrimination Act directives and will include a covenant in the title of real of 1975, as amended(42 U.S.C. §§6101-6107),which property aquired in whole or in part with Federal prohibits discrimination on the basis of age; (e)the Drug assistance funds to assure nondiscrimination during the Abuse Office and Treatment Act of 1972(P.L. 92-255), as useful life of the project. amended, relating to nondiscrimination on the basis of drug abuse; (f)the Comprehensive Alcohol Abuse and 4. Will comply with the requirements of the assistance Alcoholism Prevention,Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to awarding agency with regard to the drafting, review and nondiscrimination on the basis of alcohol abuse or approval of construction plans and specifications. alcoholism; (g)§§523 and 527 of the Public Health Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 ee 3), 5. Will provide and maintain competent and adequate as amended, relating to confidentiality of alcohol and drug engineering supervision at the construction site to ensure abuse patient records; (h) Title VIII of the Civil Rights Act that the complete work conforms with the approved plans of 1968(42 U.S.C. §§3601 et seq.), as amended, relating and specifications and will furnish progress reports and to nondiscrimination in the sale, rental or financing of such other information as may be required by the housing; (i)any other nondiscrimination provisions in the specific statute(s)under which application for Federal assistance awarding agency or State. assistance is being made; and, (j)the requirements of any other nondiscrimination statute(s)which may apply to the 6. Will initiate and complete the work within the applicable application. time frame after receipt of approval of the awarding agency. 7. Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. Page 1 of 2 11. Will comply, or has already complied, with the requirements National Environmental Policy Act of 1969 (P.L. 91190) of Titles II and III of the Uniform Relocation Assistance and and Executive Order (EO) 11514; (b) notification of Real Property Acquisition Policies Act of 1970 (P.L. 91-646) violating facilities pursuant to EO 11738; (c) protection of which provide for fair and equitable treatment of persons wetlands pursuant to EO 11990; (d) evaluation of flood displaced or whose property is acquired as a result of hazards in floodplains in accordance with EO 11988; (e) Federal and federally-assisted programs. These assurance of project consistency with the approved State requirements apply to all interests in real property acquired management program developed under the Coastal for project purposes regardless of Federal participation in Zone Management Act of 1972 (16 U.S.C. §§1451 et purchases. seq.); (f) conformity of Federal actions to State (Clean Air) Implementation Plans under Section 176(c) of the 12. Will comply with the provisions of the Hatch Act(5 U.S.C. Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et §§1501-1508 and 7324-7328) which limit the political seq.); (g) protection of underground sources of drinking activities of employees whose principal employment activities water under the Safe Drinking Water Act of 1974, as are funded in whole or in part with Federal funds. amended (P.L. 93-523); and, (h) protection of endangered species under the Endangered Species Act 13. Will comply, as applicable, with the provisions of the Davis- of 1973, as amended(P.L. 93-205). Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland Act (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Work Hours and Safety Standards Act(40 U.S.C. §§327333) 16. Will comply with the Wild and Scenic Rivers Act of 1968 regarding labor standards for federally-assisted construction (16 U.S.C. §§1271 et seq.)related to protecting subagreements. components or potential components of the national wild and scenic rivers system. 14. Will comply with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 17. Will assist the awarding agency in assuring compliance (P.L. 93-234) which requires recipients in a special flood with Section 106 of the National Historic Preservation Act hazard area to participate in the program and to purchase of 1966, as amended (16 U.S.C. §470), EO 11593 flood insurance if the total cost of insurable construction and (identification and protection of historic properties),and the Archaeological and Historic Preservation Act of 1974 acquisition is$10,000 or more. (16 U.S.C. §§469a-1 et seq.). 15. Will comply with environmental standards which may be prescribed pursuant to the following: (a) institution of 18. Will cause to be performed the required financial and environmental quality control measures under the compliance audits in accordance with the Single Audit Act Amendments of 1996 and OMB Circular No.A-133, "Audits of States, Local Governments, and Non-Profit Organizations." 19. Will comply with all applicable requirements of all other Federal laws, executive orders, regulations, and policies governing this program. Page 2 of 2 EXHIBIT E SUPPLEMENTAL PROVISIONS FOR FEDERAL AWARDS Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards ("Uniform Guidance"), Federal Register, Vol. 78, No. 248, 78590 The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the FFATA Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. 2 CFR§200.38 1.2. "Federal Award" means an award of Federal financial assistance or a cost-reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal Award"also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 1.3. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. 2 CFR§200.37 1.4. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006(Public Law 109-282), as amended by§6202 of Public Law 110-252. 1.5. "Grant" or"Grant Agreement" means an agreement setting forth the terms and conditions of an Award. The term does not include an agreement that provides only direct Federal cash assistance to an individual, a subsidy, a loan, a loan guarantee, insurance, or acquires property or services for the direct benefit of use of the Federal Awarding Agency or Recipient. 2 CFR §200.51. 1.6. "OMB" means the Executive Office of the President, Office of Management and Budget. 1.7. "Recipient" means a Colorado State department, agency or institution of higher education that receives a Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program. The term does not include Subrecipients. 2 CFR§200.86 1.8. "State" means the State of Colorado, acting by and through its departments, agencies and institutions of higher education. 1.9. "Subrecipient" means a non-Federal entity receiving an Award from a Recipient to carry out part of a Federal program. The term does not include an individual who is a beneficiary of such program. 1.10. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. Page 1 of 5 1.11. "Uniform Guidance Supplemental Provisions" means these Supplemental Provisions for Federal Awards subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from relevant Federal agencies or the Colorado State Controller. 2. Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including but not limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions automatically shall become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. Procurement Standards. 3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof. 3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 4. Access to Records. Subrecipient shall permit Recipient and auditors to have access to Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of§200.331 (Requirements for pass-through entities), §§200.300(Statutory and national policy requirements)through 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5). 5. Single Audit Requirements. If Subrecipient expends$750,000 or more in Federal Awards during Subrecipient's fiscal year, Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501- 7507). 2 CFR §200.501. 5.1 Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance§200.514(Scope of audit), except when it elects to have a program-specific audit conducted in accordance with §200.507 (Program-specific audits). Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program-specific audit. 5.2 Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR§200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. Page 2 of 5 5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance§200.510(Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Part F- Audit Requirements. 6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement. 6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." "During the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies Page 3 of 5 invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the provisions of paragraphs (1)through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States." 4.2 Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland"Anti-Kickback"Act(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. 4.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of"funding agreement" under 37 CFR§401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that"funding agreement," Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 4.4 Clean Air Act(42 U.S.C. 7401-7671q.)and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 4.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names Page 4 of 5 of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 4.6 Byrd Anti-Lobbying Amendment(31 U.S.C. 1352). Contractors that apply or bid for an award exceeding$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 7. Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR§200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR§200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 8. Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an event of default under the Grant Agreement(2 CFR§200.339) and the State may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 9. Effective Date. The effective date of the Uniform Guidance is December 26, 2013. 2 CFR §200.110. The procurement standards set forth in Uniform Guidance§§200.317-200.326 are applicable to new Awards made by Recipient as of December 26, 2015. The standards set forth in Uniform Guidance Subpart F-Audit Requirements are applicable to audits of fiscal years beginning on or after December 26, 2014. 10. Performance Measurement The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards. Section 200.301 provides guidance to Federal agencies to measure performance in a way that will help the Federal awarding agency and other non-Federal entities to improve program outcomes. The Federal awarding agency is required to provide recipients with clear performance goals, indicators, and milestones (200.210). Also, must require the recipient to relate financial data to performance accomplishments of the Federal award. Page 5 of 5