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HomeMy WebLinkAbout09674 ORDINANCE NO. 9674 AN ORDINANCE APPROVING A GRANT AWARD, EIAF #8974 BETWEEN THE STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS AND THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION, BUDGETING AND APPROPRIATING ADDITIONAL FUNDS IN THE AMOUNT OF $1,000,000 INTO PL1703, TRAIL CONSTRUCTION-ARKANSAS RIVER LEVEE PROJECT, APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF PUEBLO AND THE PUEBLO CONSERVANCY DISTRICT WITH RESPECT TO SAID PROJECT AND GRANT AND AUTHORIZING THE MAYOR TO EXECUTE SAME WHEREAS, the Colorado Department of Local Affairs (“DOLA”) has offered a Grant Award through the Energy/Mineral Impact Assistance Fund (“EIAF”) to complete the Arkansas River Levee Trail Project; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Grant Award between the City of Pueblo, a Colorado Municipal Corporation, and the State of Colorado for the use and benefit of the State DOLA Project EIAF #8974 (hereinafter referred to as the “Contract”), a copy of which is attached, having been approved as to form by the City Attorney, is hereby approved. SECTION 2. The Intergovernmental Agreement between the City of Pueblo, a Colorado Municipal Corporation, and Pueblo Conservancy District, (hereinafter referred to as the “IGA”), a copy of which is attached, having been approved as to form by the City Attorney, is hereby approved. SECTION 3. The Mayor is authorized to execute and deliver the Contract and the IGA in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 4. Subject to encumbrances by the Colorado Department of Local Affairs, funds from EIAF #8974 in the amount of $ 1,000,000 are hereby budgeted to Project PL 1703, Trail Construction- Arkansas River Levee Project. SECTION 5. The officers and staff of the City are authorized and directed to perform any and all acts consistent with the intent of the Ordinance, Contract and IGA to implement the policies and procedures described therein. SECTION 6. This Ordinance shall become effective immediately upon final passage and approval. Action by City Council: Introduced and initial adoption of Ordinance by City Council on February 24, 2020 . Final adoption of Ordinance by City Council on March 9, 2020 . President of City Council Action by the Mayor: ☒ Approved on March 12, 2020 . ☐ Disapproved on based on the following objections: Mayor Action by City Council After Disapproval by the Mayor: ☐ Council did not act to override the Mayor's veto. ☐ Ordinance re-adopted on a vote of , on ☐ Council action on __________________failed to override the Mayor’s veto. President of City Council ATTEST City Clerk City Clerk’s Office Item # R-1 BACKGROUND PAPER FOR PROPOSED ORDINANCE COUNCIL MEETING DATE: February 24, 2020 TO: President Dennis E. Flores and Members of City Council CC: Nicholas A. Gradisar, Mayor VIA: Brenda Armijo, City Clerk FROM: Scott Hobson, Acting Director of Planning and Community Development SUBJECT: AN ORDINANCE APPROVING A GRANT AWARD, EIAF #8974 BETWEEN THE STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS AND THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION, BUDGETING AND APPROPRIATING ADDITIONAL FUNDS IN THE AMOUNT OF $1,000,000 INTO PL1703, TRAIL CONSTRUCTION-ARKANSAS RIVER LEVEE PROJECT, APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF PUEBLO AND THE PUEBLO CONSERVANCY DISTRICT WITH RESPECT TO SAID PROJECT AND GRANT AND AUTHORIZING THE MAYOR TO EXECUTE SAME SUMMARY: The City of Pueblo was awarded an Energy/Mineral Impact Assistance Fund (“EIAF”) Grant Award from the State of Colorado, Department of Local Affairs (“DOLA”) in the amount of $1,000,000 relating to the Trail Construction-Arkansas River Levee Project. The City will provide the local match for the Project in the amount of $1,000,000. This Ordinance also approves an Intergovernmental Agreement (“IGA”) between the City of Pueblo and Pueblo Conservancy District (“PCD”) related to the construction of the Arkansas River Levee Trail Project. PREVIOUS COUNCIL ACTION: The City approved Ordinance 9130 dated May 22, 2017, a contract between the City of Pueblo and DOLA, accepting matching grant funds from the PCD, establishing Project PL1703, and budgeting and appropriating funds contingent upon executing a funding contract with the Colorado Department of Transportation (“CDOT”) for the Transportation Alternative Program (“TAP”) funds. The City of Pueblo approved Ordinance 9168 dated September 11, 2017, a TAP IGA STE M086- 077 (21985) between the City of Pueblo and CDOT; authorized the transfer of $125,000 from the Conservation Trust Fund (“CTF”) Balance into PL1703; budgeted and appropriated $825,000 into PL1703, for the Arkansas River Levee Trail Construction. Ordinance 9612 dated December 9, 2019 authorized the transfer of $347,000 from the CTF Balance and budgeted and appropriated CTF Funds and Great Outdoors Colorado (“GOCO”) Trust Connect Initiative Funds in the amount of $1,238,500 into PL1703. The Ordinance also approved a grant agreement with GOCO and an IGA with the PCD related to the construction of the Arkansas River Levee Trail Project. BACKGROUND: The Arkansas River Levee Trail Project began in 2017 with Ordinance 9130 establishing the Project and approving a contract between the City of Pueblo and PCD accepting matching funds and a grant from DOLA for the master planning and future trail construction. Additional CDOT TAP funds were transferred into PL1703 through Ordinance 9168 for master planning and construction. The master planning for the Arkansas River Levee Recreation Projects is complete and the City is ready to begin construction of the Project. The Department of Planning and Community Development, in partnership with the PCD have obtained a funding award in the amount of $1,000,000 from DOLA EIAF for the construction of the Arkansas River Levee Trail. Trail construction will focus on creating neighborhood connections from the Westside, Grove, and Blocks neighborhoods to the new Arkansas River Levee Trail. The Project also includes site amenities consisting of improvements to river access from the Levee, seating, and a shade structure adjacent to the Whitewater Park. Two new th pedestrian bridges south of the 4 Street Bridge and Main Street Bridge will connect the existing Arkansas River Trail to the new Levee Trail. The proposed Levee Trail will add an additional 2.75 miles of new trail to the existing 25-mile Pueblo River Trails System/Colorado Front Range Trail corridor. FINANCIAL IMPLICATIONS: The total Project budget, PL1703 will be funded through the following sources: DOLA EIAF $ 1,000,000.00 City of Pueblo Match (CDOT TAP, GOCO, CTF) $ 1,000,000.00 TOTAL: $ 2,000,000.00 BOARD/COMMISSION RECOMMENDATION: Not applicable. STAKEHOLDER PROCESS: The PCD, local recreation groups, and citizens participated in the master planning process and have been active participants in the DOLA EIAF process. ALTERNATIVES: The Project will not move forward if it is not funded. RECOMMENDATIONS: Approval of the Ordinance. Attachments: Summary of Grant Award and Conditions, Department of Local Affairs, EIAF- #8974, Pueblo Arkansas River Trail System Construction, and Exhibit B-Scope of Project; and Intergovernmental Agreement between the City of Pueblo and Pueblo Conservancy District, Grant Certification DocuSign Envelope ID:A8E579C6-2CF5-42D6-98B9-0549FD31 BA44 EIAF CTGG1 NLAA 2020''2612 SUMMARY OF GRANT AWARD TERMS AND CONDITIONS State Agency Encumbrance Number CMS Number Department of Local Affairs F20S8974 148750 Grantee Grant Award Amount Retainage Amount City of Pueblo $1,000,000.00 $50,000.00 Project Number and Name Performance Start Date Grant Expiration Date EIAF 8974—Pueblo Arkansas River Trail System The later of the Effective Date June 30,2021 Construction or December 27,2019 Project Description Program Name The Project consists of design,engineering,and construction Energy& Mineral Impact Assistance Program(EIAF) of a new trail system and amenities on top of the Arkansas Funding Source River Levee platform. STATE FUNDS Catalog of Federal Domestic Assistance(CFDA)Number N/A DOLA Regional Manager Funding Account Codes Tara Marshall,(719)544-6577, (tara.marshallna,state.co.us) DOLA Regional Assistant VCUST# Address Randi Snead 719 924-2087 randi.snead state.co.us 14170 Code CN002 EFT THE SIGNATORIES LISTED BELOW AUTHORIZE THIS GRANT STATE OF COLORADO Jared S. Polis,Governor DEPARTMENT OF LOCAL AFFAIRS DEPARTMENT OF LOCAL AFFAIRS PROGRAM REVIEWER Rick M.Garcia, Executive Director ,—DocuSgned by: p DocuSgned by: fi`wt - NAt,zezz$ wt — ----- "-6128BBB15FE0431 -1D0s4F9nocon49c_ By: Rick M.Garcia, Executive Director By:Tim Katers,EIAF Program Manager 12/27/2019 1 2:19 PM MST12/27/2019 1 2:52 PM MST Date: Date: In accordance with §24-30-202 C.R.S.,this Grant is not valid until signed and dated below by the State Controller or an authorized delegate(the"Effective Date"). STATE CONTROLLER Robert Jaros,CPA,MBA,JD f—DocuSigned by: q fit- o `-9C3D102D59B2427_. By: Yingtse Cha,Controller Delegate Department of Local Affairs Effective Date:12/27/2019 1 3:19 PM MST DocuSign Envelope ID:A8E579C6-2CF5-42D6-9869-0549FD31 BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction TERMS AND CONDITIONS 1. GRANT As of the Performance Start Date,the State Agency shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter (the "State") hereby obligates and awards to Grantee shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter (the "Grantee") an award of Grant Funds in the amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. By accepting the Grant Funds provided under this Grant Award Letter, Grantee agrees to comply with the terms and conditions of this Grant Award Letter and requirements and provisions of all Exhibits to this Grant Award Letter. 2. TERM A. Initial Grant Term and Extension The Parties' respective performances under this Grant Award Letter shall commence on the Performance Start Date and shall terminate on the Grant Expiration Date unless sooner terminated or further extended in accordance with the terms of this Grant Award Letter. Upon request of Grantee, the State may, in its sole discretion, extend the term of this Grant Award Letter by providing Grantee with an updated Grant Award Letter or an executed Option Letter showing the new Grant Expiration Date. B. Early Termination in the Public Interest The State is entering into this Grant Award Letter to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Grant Award Letter ceases to further the public interest of the State or if State, Federal or other funds used for this Grant Award Letter are not appropriated, or otherwise become unavailable to fund this Grant Award Letter, the State, in its discretion, may terminate this Grant Award Letter in whole or in part by providing written notice to Grantee. If the State terminates this Grant Award Letter in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Grant Award Letter that corresponds to the percentage of Work satisfactorily completed, as determined by the State, less payments previously made. Additionally, the State, in its discretion, may reimburse Grantee for a portion of actual, out-of-pocket expenses not otherwise reimbursed under this Grant Award Letter that are incurred by Grantee and are directly attributable to the uncompleted portion of Grantee's obligations, provided that the sum of any and all reimbursements shall not exceed the maximum amount payable to Grantee hereunder. This subsection shall not apply to a termination of this Grant Award Letter by the State for breach by Grantee. C. Reserved. 3. AUTHORITY Authority to enter into this Grant Award Letter exists in the law as follows: A. Reserved. B. State Authority Authority to enter into this Grant exists in C.R.S. 24-32-106 and 29-3.5-101 and funds have been budgeted, appropriated and otherwise made available pursuant to C.R.S. 39-29-I10 (Local Government Severance Tax Fund) and a sufficient unencumbered balance thereof Page 2 of 10 Version 0717 DocuSign Envelope ID:A8E579C6-2CF5-42D6-9869-0549FD31 BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction remains available for payment. Required approvals, clearance and coordination have been accomplished from and with appropriate agencies. This Grant Award Letter is funded, in whole or in part, with State funds. 4. DEFINITIONS The following terms shall be construed and interpreted as follows: A. Reserved. B. Reserved. C. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. D. "Exhibits" means the following exhibits attached to this Grant Award Letter: i. Exhibit B, Scope of Project ii. Exhibit G, Form of Option Letter E. "Extension Term"means the period of time by which the Grant Expiration Date is extended by the State through delivery of an updated Grant Award Letter, an amendment, or an Option Letter. F. Reserved. G. Reserved. H. "Goods" means any movable material acquired, produced, or delivered by Grantee as set forth in this Grant Award Letter and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. I. "Grant Award Letter" or "Grant" means this letter which offers Grant Funds to Grantee, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future updates thereto. J. "Grant Expiration Date"means the Grant Expiration Date shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. Work performed after the Grant Expiration Date is not eligible for reimbursement from Grant Funds. K. "Grant Funds" or "Grant Award Amount" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Grant Award Letter. L. "Incident"means any accidental or deliberate event that results in,or constitutes an imminent threat of, the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. M. "Initial Term" means the time period between the Performance Start Date and the initial Grant Expiration Date. N. Reserved. O. "Other Funds" means all funds necessary to complete the Project, excluding Grant Funds. Grantee is solely responsible for securing all Other Funds. P. "Party" means the State or Grantee, and "Parties" means both the State and Grantee. Page 3 of 10 version 0717 DocuSign Envelope ID:A8E579C6-2CF5-42D6-9889-0549FD31 BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction Q. "Performance Start Date" means the later of the Performance Start Date or the Execution Date shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. R. Reserved. S. Reserved. T. Reserved. U. "Project" means the overall project described in Exhibit B, which includes the Work. V. "Project Budget" means the amounts detailed in §6.2 of Exhibit B. W. Reserved. X. Reserved. Y. "Services" means the services performed by Grantee as set forth in this Grant Award Letter, and shall include any services rendered by Grantee in connection with the Goods. Z. "State Confidential Information" means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to State personnel records not subject to disclosure under CORA. AA. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a) C.R.S. BB. "State Fiscal Year"means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. CC. "State Records" means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. DD. Reserved. EE. "Subcontractor" means third-parties, if any, engaged by Grantee to aid in performance of the Work. "Subcontractor" also includes sub-grantees. FF. Reserved. GG. Reserved. HH. Reserved. II. "Work" means the delivery of the Goods and performance of the Services described in this Grant Award Letter. JJ. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product" does not include any material that was developed prior to the Performance Start Date that is used, without modification, in the performance of the Work. Any other term used in this Grant Award Letter that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. Page 4 of 10 Version 0717 DocuSign Envelope ID:A8E579C6-2CF5-42D6-9889-0549FD31BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction 5. PURPOSE The purpose of the Energy and Mineral Impact Assistance Program is to assist political subdivisions that are socially and/or economically impacted by the development, processing, or energy conversion of minerals and mineral fuels. The purpose of this Grant is described in Exhibit B. 6. SCOPE OF PROJECT Grantee shall complete the Work as described in this Grant Award Letter and in accordance with the provisions of Exhibit B. The State shall have no liability to compensate or reimburse Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Grant Award Letter. 7. PAYMENTS TO GRANTEE A. Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Grant that exceeds the Grant Award Amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. i. The State may increase or decrease the Grant Award Amount by providing Grantee with an updated Grant Award Letter or an executed Option Letter showing the new Grant Award Amount. ii. The State shall not be liable to pay or reimburse Grantee for any Work performed or expense incurred before the Performance Start Date or after the Grant Expiration Date. iii. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. B. Erroneous Payments The State may recover, at the State's 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. The State may recover such payments by deduction from subsequent payments under this Grant Award Letter, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate method for collecting debts owed to the State. C. Matching Funds. Grantee shall provide the Other Funds amount shown on the Project Budget in Exhibit B(the "Local Match Amount"). Grantee shall appropriate and allocate all Local Match Amounts to the purpose of this Grant Award Letter each fiscal year prior to accepting any Grant Funds for that fiscal year. Grantee does not by accepting this Grant Award Letter irrevocably pledge present cash reserves for payments in future fiscal years, and this Grant Award Letter is not intended to create a multiple-fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee's laws or policies. Page 5 of 10 Version 0717 DocuSign Envelope ID:A8E579C6-2CF5-42D6-98B9-0549FD31 BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction D. Reimbursement of Grantee Costs The State shall reimburse Grantee's allowable costs, not exceeding the maximum total amount described in this Grant Award Letter for all allowable costs described in this Grant Award Letter and shown in the Project Budget in Exhibit B. i. Upon request of the Grantee, the State may, without changing the maximum total amount of Grant Funds, adjust or otherwise reallocate Grant Funds among or between each line of the Project Budget by providing Grantee with an executed Option Letter or formal amendment. E. Close-Out and De-obligation of Grant Funds Grantee shall close out this Grant no later than 90 days after the Grant Expiration Date. To complete close out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Grant Award Letter and Grantee's final reimbursement request or invoice. Any Grant Funds remaining after submission and payment of Grantee's final reimbursement request are subject to de-obligation by the State. 8. REPORTING—NOTIFICATION A. Performance and Final Status Grantee shall submit all financial, performance and other reports to the State no later than the end of the close out period described in §7.E. B. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting this Award. 9. GRANTEE RECORDS A. Maintenance and Inspection Grantee shall make, keep, and maintain, all records, documents, communications, notes and other written materials,electronic media files,and communications, pertaining in any manner to this Grant for a period of three years following the completion of the close out of this Grant. Grantee shall permit the State to audit, inspect, examine, excerpt, copy and transcribe all such records during normal business hours at Grantee's office or place of business, unless the State determines that an audit or inspection is required without notice at a different time to protect the interests of the State. B. Monitoring The State will monitor Grantee's performance of its obligations under this Grant Award Letter using procedures as determined by the State. The State shall monitor Grantee's performance in a manner that does not unduly interfere with Grantee's performance of the Work. C. Audits Grantee shall comply with all State and federal audit requirements. Page 6 of 10 Version 0717 DocuSign Envelope ID:A8E579C6-2CF5-42D6-98B9-0549FD31 BA44 El AF 8974—Pueblo Arkansas River Trail System Construction 10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Grantee shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Grantee for the sole and exclusive benefit of the State, unless those State Records are otherwise publically available at the time of disclosure or are subject to disclosure by Grantee under CORA. Grantee shall not, without prior written approval of the State, use for Grantee's own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Grant Award Letter. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security (http://oit.state.co.us/ois)and all applicable laws,rules,policies, publications,and guidelines. Grantee shall immediately forward any request or demand for State Records to the State's principal representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Grant Award Letter. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Grant, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure restrictions to the State upon request. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Grant, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. Page 7 of 10 Version 0717 DocuSign Envelope ID:A8E579C6-2CF5-42D6-98B9-0549FD31BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction 11. CONFLICTS OF INTEREST Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Grantee under this Grant. Grantee acknowledges that, with respect to this Grant, even the appearance of a conflict of interest shall be harmful to the State's interests and 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 under this Grant. If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. 12. INSURANCE Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado Governmental Immunity Act, §24-10-101, el seq., C.R.S. (the "GIA"). Grantee shall ensure that any Subcontractors maintain all insurance customary for the completion of the Work done by that Subcontractor and as required by the State or the GIA. 13. REMEDIES In addition to any remedies available under any Exhibit to this Grant Award Letter, if Grantee fails to comply with any term or condition of this Grant,the State may terminate some or all of this Grant and require Grantee to repay any or all Grant Funds to the State in the State's sole discretion. The State may also terminate this Grant Award Letter at any time if the State has determined, in its sole discretion, that Grantee has ceased performing the Work without intent to resume performance, prior to the completion of the Work. 14. DISPUTE RESOLUTION Except as herein specifically provided otherwise, disputes concerning the performance of this Grant that cannot be resolved by the designated Party representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager or official designated by Grantee for resolution. 15. NOTICES AND REPRESENTATIVES Each Party shall identify an individual to be the principal representative of the designating Party and shall provide this information to the other Party. All notices required or permitted to be given under this Grant Award Letter shall be in writing, and shall be delivered either in hard copy or by email to the representative of the other Party. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §15. 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION Grantee hereby grants to the State a perpetual, irrevocable, non-exclusive, royalty free license, with the right to sublicense, to make, use, reproduce, distribute, perform, display, create derivatives of and otherwise exploit all intellectual property created by Grantee or any Subcontractors or Subgrantees and paid for with Grant Funds provided by the State pursuant to this Grant. 17. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions, committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions ofthe GIA;the Federal Tort Claims Act,28 U.S.C. Page 8 of 10 version 0717 DocuSign Envelope ID:A8E579C6-2CF5-42D6-98B9-0549FD31 BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, el seq. C.R.S. No term or condition of this Grant Award Letter shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, or protections of any of these provisions. 18. GENERAL PROVISIONS A. Assignment Grantee's rights and obligations under this Grant are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee's rights and obligations approved by the State shall be subject to the provisions of this Grant Award Letter. B. Captions and References The captions and headings in this Grant Award Letter are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Grant Award Letter 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. C. Entire Understanding This Grant Award Letter represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Grant Award Letter. D. Modification The State may modify the terms and conditions of this Grant by issuance of an updated Grant Award Letter, which shall be effective if Grantee accepts Grant Funds following receipt of the updated letter. The Parties may also agree to modification of the terms and conditions of the Grant in either an option letter or a formal amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. E. Statutes, Regulations, Fiscal Rules, and Other Authority Any reference in this Grant Award Letter to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Performance Start Date. 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. Order of Precedence In the event of a conflict or inconsistency between this Grant Award Letter and any Exhibits or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Any executed Option Letter ii. The provisions of this Grant Award Letter. iii. The provisions of any exhibits to this Grant Award Letter. Page 9 of 10 Version 0717 DocuSign Envelope ID:A8E579C6-2CF5-42D6-98B9-0549FD31BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction G. Severability The invalidity or unenforceability ofany provision of this Grant Award Letter shall not affect the validity or enforceability of any other provision of this Grant Award Letter, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under the Grant in accordance with the intent of the Grant. H. Survival of Certain Grant Award Letter Terms Any provision of this Grant Award Letter that imposes an obligation on a Party after termination or expiration of the Grant shall survive the termination or expiration of the Grant and shall be enforceable by the other Party. I. Third Party Beneficiaries Except for the Parties' respective successors and assigns described above, this Grant Award Letter does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. 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. J. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Grant Award Letter, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. K. Reserved. L. Digital Signatures If any signatory signs this Grant using a digital signature in accordance with the Colorado State Controller Contract, Grant, and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Grant by reference. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 10 of 10 version 0717 DocuSign Envelope ID:A8E579C6-2CF5-42D6-9869-0549FD31 BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction EXHIBIT B—SCOPE OF PROJECT(SOP) 1. PURPOSE 1.1. Energy Impact. The purpose of the Energy and Mineral Impact Assistance Program is to assist political subdivisions that are socially and/or economically impacted by the development, processing, or energy conversion of minerals and mineral fuels. 2. DESCRIPTION OF THE PROJECT(S)ANI)WORK 2.1. Project Description. The Project consists of design, engineering, and construction of a new trail system and amenities on top of the Arkansas River Levee platform. 2.2. Work Description The City of Pueblo(Grantee)will hire a qualified firm to construct six concrete trail connections of the Arkansas River Levee Trail (combined approximately 1,050 linear feet),two steel pedestrian bridges(each approximately 240 feet long and approximately 12 feet wide), approximately 3,700 linear feet of soft surface trail and approximately 4,750 feet of concrete trail on top of the Levee Platform, an approximately 4-foot safety railing adjacent to the river, and site amenities including seating, shade structures, overlooks and solar generated lighting. Grantee will own all improvements and, in accordance with §9 below, a contractor will be hired to complete the Work. 2.2.1. A contract for consultant services shall be awarded by Grantee to a qualified firm through a formal Request For Proposals or competitive selection process. 2.2.2. During a period of ten(10)years following the date of closeout of the Project by the State,the Grantee may not change the use or planned use of the property. If the Grantee decides to change the use of the property to a use which the State determines does not qualify in meeting the original intent of the Project,the Grantee must reimburse to the State an amount equal to the current fair market value of the property, less any portion of the value attributable to expenditures of non Energy Impact grant funds for acquisition of and improvements to, the property. At the end of the ten(10)year period following the date of completion and thereafter, no State restrictions on use of the property shall be in effect. 2.3. Responsibilities. Grantee shall be responsible for the completion of the Work and to provide required documentation to DOLA as specified herein. 2.3.1. Grantee shall notify DOLA at least 30 days in advance of Project Completion. 2.4. Recapture of Advanced Funds. To maximize the use of Grant Funds,the State shall evaluate Grantee's expenditure of the Grant Funds for timeliness and compliance with the terms of this Grant. DOLA reserves the right to recapture advanced Grant Funds when Grantee has not or is not complying with the terms of this Grant. 2.5. Eligible Expenses. Eligible expenses shall include: labor and materials costs, project and construction management costs, professional architectural/engineering fees, bond and insurance costs, bid advertisements, survey work, testing fees, inspection fees, and attorney's fees. 3. DEFINITIONS 3.1. Project Budget Lines. 3.1.1. "Construction/Improvement of Public Roadways" means labor and materials costs, bond and insurance costs, bid advertisements, attorney's fees, and right-of-way acquisition costs. 3.2. "Substantial Completion"means the Work is sufficiently complete in accordance with the Grant so it can be utilized for its intended purpose without undue interference. 4. DELIVERABLES 4.1. Outcome. The final outcome of this Grant is completed design, engineering, and construction of the new Arkansas River Levee Trail trail system in Pueblo,Colorado. 4.2. Service Area. The performance of the Work described within this Grant shall be located in Pueblo, Colorado. Page 1 of 5 DocuSign Envelope ID:A8E579C6-2CF5-42D6-9889-0549FD31 BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction 4.3. Performance Measures. Grantee shall comply with the following performance measures: Milestone/Performance Measure/Grantee will: Put Project out to bid. Within 60 days after the Effective Date of this Grant Award Letter. Provide DOLA with Project Timeline Within 60 days after the Effective Date of this Grant Award Letter. Award and finalize subcontract(s). Within 120 days after the Effective Date of this Grant Award Letter. Begin work/Contractor mobilization. Within 180 days after the Effective Date of this Grant Award Letter. Submit Quarterly Pay Requests See§4.5.2 below Submit Quarterly Status Reports See§4.5.2 below Submit Project Final Report September 28, 2021 4.4. Budget Line Adjustments. 4.4.1. Grant Funds. Grantee may request in writing that DOLA move Grant Funds between and among budget lines, so long as the total amount of Grant Funds remains unchanged. To make such budget line changes, DOLA will use an Option Letter(Exhibit G). 4.4.2. Other Funds. Grantee may increase or decrease the amount of Other Funds in any one or any combination of budget lines as described in §6.2,or move Other Funds between and among budget lines, so long as the total amount of such "Other Funds" is not less than the amount set forth in §6.2 below. Grantee may increase the Total Project Cost with "Other Funds"and such change does not require an amendment or option letter. DOLA will verify the Grantee's contribution of"Other Funds"and compliance with this section at Project Closeout. 4.5. Quarterly Pay Request and Status Reports. Beginning 30 days after the end of the first quarter following execution of this Grant and for each quarter thereafter until termination of this Grant, Grantee shall submit Pay Requests and Status Reports using a form provided by the State. The State shall pay the Grantee for actual expenditures made in the performance of this Grant based on the submission of statements in the format prescribed by the State. The Grantee shall submit Pay Requests setting forth a detailed description and provide documentation of the amounts and types of reimbursable expenses. Pay Requests and Status Reports are due within 30 days of the end of the quarter but may be submitted more frequently at the discretion of the Grantee. 4.5.1. For quarters in which there are no expenditures to reimburse, Grantee shall indicate zero(0) requested in the Pay Request and describe the status of the Work in the Status Report. The report will contain an update of expenditure of funds by budget line as per§6.2 of this Exhibit B Scope of Project as well as a projection of all Work expected to be accomplished in the following quarter, including an estimate of Grant Funds to be expended. 4.5.2. Specific submittal dates. Quarter Year Due Date Pay Request Due Status Report Due 1st(Jan-Mar) 2020 April 30,2020 Yes Yes 2"d(Apr-Jun) 2020 July 30,2020 Yes Yes • 3rd(Jul-Sep) 2020 October 30,2020 Yes Yes 4'(Oct-Dec) 2020 January 30,2021 Yes Yes Page 2 of 5 DocuSign Envelope ID:A8E579C6-2CF5-42D6-9869-0549FD31BA44 EIAF 8974—Pueblo Arkansas River Trail System Construction 1s'(Jan-Mar) 2021 April 30,2021 Yes Yes "d 2 (Apr-Jun) 2021 July 30,2021 Yes Yes 4.6. DOLA Acknowledgment. The Grantee agrees to acknowledge the Colorado Department of Local Affairs in any and all materials or events designed to promote or educate the public about the Work and the Project, including but not limited to: press releases, newspaper articles, op-ed pieces, press conferences, presentations and brochures/pamphlets. 5. PERSONNEL 5.1. Responsible Administrator. Grantee's performance hereunder shall be under the direct supervision of Berrit Odom,Senior Planner,(bodom(a pueblo.us), who is an employee or agent of Grantee,and is hereby designated as the responsible administrator of this Project and a key person under this §5. Such administrator shall be updated through the process in§5.3. If this person is an agent of the Grantee, such person must have signature authority to bind the Grantee and must provide evidence of such authority. 5.2. Other Key Personnel. NONE. Such key personnel shall be updated through the process in §5.3. 5.3. Replacement. Grantee shall immediately notify the State if any key personnel specified in §5 of this Exhibit B cease to serve. All notices sent under this subsection shall be sent in accordance with §15 of the Grant. 5.4. DLG Regional Manager: Tara Marshall,(719)544-6577,(tara.marshaWstate.co.us) 5.5. DLG Regional Assistant: Randi Snead,(719) 924-2087,(randi.snead(&state.co.us) 6. FUNDING The State provided funds shall be limited to the amount specified under the"Grant Funds" column of§6.2, Budget, below. 6.1. Matching/Other Funds. Grantee shall provide at least 50% of the Total Project Cost as documented by Grantee and verified by DOLA at Project Closeout. Initial estimates of Grantee's contribution are noted in the"Other Funds"column of§6.2 below. Increases to Grantee's contribution to Total Project Cost do not require modification of this Grant Award Letter and/or Exhibit B. 6.2. Budget Budget Line(s) Total Project Grant Other Other Line# Cost Category Cost Funds Funds Funds Source 1 Construction/Improvement $2,000,000 $1,000,000 $1,000,000 Grantee of Public Roadways Total $2,000,000 $1,000,000 $1,000,000 7. PAYMENT Payments shall be made in accordance with this section and the provisions set forth in §7 of the Grant. 7.1. Payment Schedule. If Work is subcontracted or subgranted and such Subcontractors and/or Subgrantees are not previously paid, Grantee shall disburse Grant Funds received from the State to such Subcontractor or Subgrantee within fifteen days of receipt. Excess funds shall be returned to DOLA. Payment Amount Interim Payment(s) $950,000 Paid upon receipt of actual expense documentation and written Pay Requests from the Grantee for reimbursement of eligible approved expenses. Page 3 of 5 DocuSign Envelope ID:A8E579C6-2CF5-42D6-98B9-0549FD31 BA44 El AF 8974—Pueblo Arkansas River Trail System Construction Final Payment $50,000 Paid upon Substantial Completion of the Project(as determined by the State in its sole discretion),provided that the Grantee has submitted, and DOLA has accepted,all required reports. Total $1,000,000 7.2. Interest. Grantee or Subgrantee may keep interest earned from Grant Funds up to $100 per year for administrative expenses. 8. ADMINISTRATIVE REQUIREMENTS 8.1. Reporting. Grantee shall submit the following reports to DOLA using the State-provided forms. DOLA may withhold payment(s) if such reports are not submitted timely. 8.1.1.Quarterly Pay Request and Status Reports. Quarterly Pay Requests shall be submitted to DOLA in accordance with §4.5 of this Exhibit B. 8.1.2.Final Reports. Within 90 days after the completion of the Project,Grantee shall submit the final Pay Request and Status Report to DOLA. 8.2. Monitoring. DOLA shall monitor this Work on an as-needed basis. DOLA may choose to audit the records for activities performed under this Grant. Grantee shall maintain a complete file of all records, documents, communications, notes and other written materials or electronic media, files or communications, which pertain in any manner to the operation of activities undertaken pursuant to an executed Grant. Such books and records shall contain documentation of the Grantee's pertinent activity under this Grant in accordance with Generally Accepted Accounting Principles. 8.2.1. Subgrantee/Subcontractor. Grantee shall monitor its Subgrantees and/or Subcontractors, if any, during the term of this Grant. Results of such monitoring shall be documented by Grantee and maintained on file. 8.3. Bonds. If Project includes construction or facility improvements, Grantee and/or its contractor(or subcontractors) performing such work shall secure the bonds hereunder from companies holding certificates of authority as acceptable sureties pursuant to 31 CFR Part 223 and are authorized to do business in Colorado. 8.3.1.Bid Bond. A bid guarantee from each bidder equivalent to 5 percent of the bid price. The "bid guarantee"shall consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder shall, upon acceptance of his bid, execute such contractual documents as may be required within the time specified. 8.3.2.Performance Bond. A performance bond on the part of the contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. 8.3.3.Payment Bond. A payment bond on the part of the contractor for 100 percent of the contract price. A "payment bond" is one executed in connection with a contract to assure payment as required by statute of all persons supplying labor and material in the execution of the work provided for in the contract. 8.3.4.Substitution. The bonding requirements in this §8.3 may be waived in lieu of an irrevocable letter of credit if the price is less than $50,000. 9. CONSTRUCTION/RENOVATION. The following subsections shall apply to construction and/or renovation related projects/activities: 9.1. Plans& Specifications. Construction plans and specifications shall be drawn up by a qualified engineer or architect licensed in the State of Colorado,or pre-engineered in accordance with Colorado law, and hired by the Grantee through a competitive selection process. Page 4 of 5 DocuSign Envelope ID:A8E579C6-2CF5-42D6-98B9-0549FD31BA44 El AF 8974—Pueblo Arkansas River Trail System Construction 9.2. Procurement. A construction contract shall be awarded to a qualified construction firm through a formal selection process with the Grantee being obligated to award the construction contract to the lowest responsive, responsible bidder meeting the Grantee's specifications. 9.3. Subcontracts. Copies of any and all contracts entered into by the Grantee in order to accomplish this Project shall be submitted to DOLA upon request, and any and all contracts entered into by the Grantee or any of its Subcontractors shall comply with all applicable federal and state laws and shall be governed by the laws of the State of Colorado. 9.4. Standards. Grantee, Subgrantees and Subcontractors shall comply with all applicable statutory design and construction standards and procedures that may be required, including the standards required by Colorado Department of Public Health and Environment, and shall provide the State with documentation of such compliance. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 5 of 5 INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is made and entered into as of the 11'`day of yN 9-e , 2020, by and between the Pueblo Conservancy District, a Colorado conservancy district established under the Conservancy Law of Colorado, hereinafter referred to as "District" and Pueblo, a Municipal Corporation, hereinafter referred to as the "City". Together these entities may be referred to herein as the "Parties" or each individually as a "Party". RECITALS A. This Agreement is entered into pursuant to Sections 18(2)(a) and (b) of Art. XIV of the Colorado Constitution and §29-1-203, C.R.S. Each of the parties is a political subdivision of the State of Colorado within the meaning of section 29-1-202(2), C.R.S. (2010), and therefore, each is a government within the meaning of section 29-1-202(1), C.R.S. (2010). B. The District was formed after the 1921 Pueblo Flood for the principal purpose of providing flood protection in a portion of the City of Pueblo. In furtherance of said purpose, it has constructed and has since maintained the so-called "Pueblo Conservancy District Levee" (the "Levee"). C. City is a Colorado home rule city organized and existing under and by virtue of Article XX of the Colorado Constitution. D. The City in cooperation with the District applied for a Great Outdoor Colorado grant ("GOCO Grant") for the Arkansas River Levee Trail Project and entered an Intergovernmental Agreement ("GOCO IGA") with respect to the GOCO Grant. Each Party will benefit by the creation of a public non-motorized transportation improvement as part of the reconstruction of the Levee and as contemplated by the GOCO Grant. E. The City has recently been awarded an additional grant by the Department of Local Affairs, State of Colorado, for additional funding with respect to the Arkansas River Levee Trail Project. F. It would be in the best interest of both parties and the most efficacious manner of completion of the Arkansas River Levee Trail Project for District to act as the subcontractor with respect to the work to be done under the Department of Local Affairs grant. E. As a condition precedent to City's acceptance of Department of Local Affairs grant, the Parties are entering this Agreement. The District's obligations under this Agreement are conditioned upon execution of said grant. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions set forth herein, the parties hereto do mutually agree as follows: Article 1. Definitions. 1.1 As used in this Agreement, the following words shall have the following meanings: "Additional Improvements" shall mean those improvements in addition to the Project Improvements which are listed in Section 2.2 of Exhibit B to the Grant Agreement and which are requested and authorized in writing by City and agreed to by District. "DOLA" shall mean Department of Local Affairs, State of Colorado. "Grant Agreement" shall mean the grant agreement to be executed between the City and DOLA for Project Name: Pueblo Arkansas River Trail System Construction. A copy of said agreement is attached hereto, labelled Exhibit 1 and incorporated herein. "Project Improvements" shall mean the Pedestrian Bridge Main Street, Levee Trail Connections (Westside) and Levee Trail Connection Low Water Crossing Wildhorse Creek(Westside) and includes improvements constructed into the Levee face ("Levee Improvements") which include the exit ledge, viewing/safety ledge, maintenance road under the bridges by way of example. Article 2. District's Contribution. 2.1 The District shall timely construct the Project Improvements and Additional Improvements in accordance with plans and specifications approved by City and provided to the District in a timely manner to avoid construction delays. Subject to the requirements of the below Section 2.5, the City shall reimburse the District for the costs and expenses incurred by District and necessary for construction and completion of the Project Improvements and Additional Improvements; provided, however, in no event shall City be obligated to pay more than $650,000.00 for construction and completion of the Project Improvements, which amount excludes the costs of the purchase of the Access Bridge Main Street, which will be procured by City. Any request for reimbursement shall be submitted to the Director of City's Department of Parks and Recreation and shall outline the work performed and the cost of same. Thereafter, City shall pay District for the amount of the application within 30 days of the date of receipt of the request for reimbursement. Failure to pay the District within said time shall require the City to pay to the District interest at 18% per annum from the date payment was due until paid together with any reasonable attorney fees the District may incur in collecting any such payments due the District from the City. The District represents that it does not have the cash reserves to fund the Project Improvements and any Additional Improvements without being paid for same within 30 days of being billed for same. 2.2 The District shall be responsible to the City for any claim which relates to the construction of the Project Improvements and Additional Improvements provided the District is given timely notice of the claim and an opportunity to correct any claimed deficiency. 2.3 The District shall cooperate with City and provide any and all assistance to City reasonably necessary to obtain grant payments under the Grant Agreement including but not limited to preparation of Quarterly Pay Requests and Status Report, Final Report, or other documentation that may be requested by DOLA. 2.4 The Project Improvements and Additional Improvements other the Levee Improvements shall be owned by City. Nothing contained herein however shall limit or impair the District from maintaining the Levee Improvements which it has ultimate responsibility and liability for maintaining and owning. 2.5 District shall engage a contractor to perform the Project Improvements and Additional Improvements in compliance with the requirements of§37-3-110, C.R.S. Only those amounts paid to the contractor pursuant to such a contract shall be reimbursed under the provisions of the above Section 2.1. Article 3. Miscellaneous. 3.1 All notices and other communications that are required or permitted to be given to the Parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by express courier, or by First Class U.S. Mail, postage prepaid. Notice delivered in person or by courier shall be effective upon such delivery; notice through U.S. Mail shall be effective three (3) days after deposit in the U.S. Mail. Notice shall be given to the receiving party at the following addresses: If to City: Mayor, City of Pueblo 1 City Hall Place 2nd Floor Pueblo CO 81003 with a copy to: City Attorney, City of Pueblo 1 City Hall Place 3rd Floor Pueblo CO 81003 If to District: Pueblo Conservancy District c/o Mr. Rick Kidd KiddEngineering,Inc. P.O. Box 234 Pueblo, CO 81002 with a copy to: Mr. Donald J. Banner P. O. Box 583 Pueblo, CO 81002 or to such address as such Party may have given to the other by notice pursuant to this paragraph. 3.2 This Agreement may not be assigned by either Party without the prior written consent of the other Party. Any attempted assignment in violation of this provision shall be void. 3.3 This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof. All prior or contemporaneous oral agreements and discussions among the Parties or their respective agents or representatives relating to the subject matter are merged into this Agreement. This Agreement may be altered, amended, or revoked only by an instrument in writing signed by.the Parties. Email and all other electronic (including voice) com ynications from either Party in connection with this Agreement are for informational purpos's only. No such communication is intended by any Party to constitute either an electronic record or an electronic signature, or to constitute any agreement by any Party to conduct a transaction by electronic means. Any such intention or agreement is hereby expressly disclaimed. 3.4 This Agreement shall be governed by the laws of the State of Colorado. Venue for any action arising under this Agreement or for the enforcement of this Agreement shall be in a state court with jurisdiction located in Pueblo County, Colorado. 3.5 The failure of either of the Parties to insist upon the strict performance of any provisions of this Agreement or to exercise any right, power, or remedy upon a breach thereof shall not constitute a waiver of that or any other provision of this Agreement or limit that Party's right thereafter to enforce any provision or exercise any right. 3.6 This Agreement is binding upon the Parties hereto and upon their respective legal representatives and successors. 3.7 The governing bodies of each of the Parties have authorized the execution of this Agreement by resolution or ordinance. 3.8 Each paragraph of this Agreement is intertwined with the others and is not severable unless by mutual consent of the Parties. 3.9 If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction as to any Party or as to all Parties, the Parties will immediately negotiate valid alternative portion(s) that as nearly as possible give effect to any stricken portion(s). 3.10 Nothing in this Agreement is intended, nor should it be construed, to create any rights, claims, or benefits or assume any liability for or on behalf of any third party, or to waive any immunities or limitations conferred under federal or state law, including but not limited to the Colorado Governmental Immunity Act, § 24-10-101 et seq., C.R.S. IN WITNESS WHEREOF, the City and the District have executed this Agreement as of the date first above written. PUEBLO CONSERVAN Y DISTRICT AT ST: By Ai- CY Secretary President of the Board PUEBLO, A MUNICIPAL CORPORATION ATTEST: 4)W-)G ty - By_xii4veceeaseit.09 City Clerk Mayor [ SEAL ]