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HomeMy WebLinkAbout10044 City Clerk’s Office Item # R-1 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: November 22, 2021 TO: President Lawrence W. Atencio and Members of City Council VIA: Marisa Stoller, City Clerk CC: Mayor Nicholas A. Gradisar FROM: Daniel C. Kogovsek, City Attorney SUBJECT: AN EMERGENCY ORDINANCE APPROVING AND AUTHORIZING THE MAYOR TO SIGN SEVEN SUBRECIPIENT AGREEMENTS BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND (1) PUEBLO GROCERY PROPERTY, LLC , A COLORADO LIMITED LIABILITY COMPANY; (2) ACCESS POINT PUEBLO, A COLORADO NONPROFIT CORPORATION; (3) CARE AND SHARE, INC., A COLORADO NONPROFIT CORPORATION; (4) SOUTHERN COLORADO HARM REDUCTION ASSOCIATION, A COLORADO NONPROFIT CORPORATION; (5) PUEBLO POVERTY FOUNDATION, A COLORADO NONPROFIT CORPORATION; (6) PAUL MONTOYA, SR. AS PASTOR OF MARTIN LUTHER KING, JR. CHURCH, A RELIGIOUS INSTITUTION AND (7) PUEBLO TRANSIT, A COLORADO NONPROFIT CORPORATION, AS AUTHORIZED BY SECTION 603 (c)(1)(A) OF THE AMERICAN RESCUE PLAN ACT AND INTERIM FINAL RULE 31 CFR 35.6 AND AUTHORIZING THE PAYMENT OF ONE MILLION ONE HUNDRED FIFTY- FOUR THOUSAND ONE HUNDRED FIFTY-ONE DOLLARS ($1,154,151) FROM PROJECT NO. CI2113 - AMERICAN RESCUE PLAN ACT, FOR PURPOSES THEREOF SUMMARY: This Emergency Ordinance approves and authorizes the Mayor to sign Subrecipient Agreements with 7 local entities to implement seven local projects, as authorized by Section 603(c)(1)(A) of the American Rescue Plan Act and Interim Final Rule 31 CFR 35.6. Funds for the seven projects, in the amount of $1,154,151 will be paid out of Project No. CI2113, the American Rescue Plan Act. PREVIOUS COUNCIL ACTION: By Ordinance No. 9931, approved on May 17, 2021, the City Council established Project No. CI2113 and budgeted and appropriated up to $36.7 million in funds which were expected to be distributed to the City from the American Recovery Plan Act (“ARPA”) for covered costs and eligible expenses to be incurred during the period which began on March 3, 2021 until December 31, 2024 (to be expended by December 31, 2026). BACKGROUND: The attached Ordinance awards ARPA funds to the following 7 local entities: Local Entity Amount of Award 1 Pueblo Grocery Property, LLC $ 751,500 2 Access Point Pueblo 25,000 3 Care and Share 250,000 4 Southern Colorado Harm 10,000 Reduction Association 5 Pueblo Poverty Foundation 57,000 6 Martin Luther King, Jr. Church 25,000 7 Pueblo Transit 35,651 Total $ 1,154,151 FINANCIAL IMPLICATIONS: Seven local entities will receive $1,154,151 in ARPA funds from Project No.CI2113. BOARD/COMMISSION RECOMMENDATION: Not applicable to this Ordinance. STAKEHOLDER PROCESS: Not applicable to this Ordinance. ALTERNATIVES: City Council could decide not to support or fund the 7 local projects. RECOMMENDATION: Approval of the Ordinance. Attachments: Proposed Ordinance Seven proposed Subrecipient Agreements. ORDINANCE NO. 10044 AN EMERGENCY ORDINANCE APPROVING AND AUTHORIZING THE MAYOR TO SIGN SEVEN SUBRECIPIENT AGREEMENTS BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND (1) PUEBLO GROCERY PROPERTY, LLC , A COLORADO LIMITED LIABILITY COMPANY; (2) ACCESS POINT PUEBLO, A COLORADO NONPROFIT CORPORATION; (3) CARE AND SHARE, INC., A COLORADO NONPROFIT CORPORATION; (4) SOUTHERN COLORADO HARM REDUCTION ASSOCIATION, A COLORADO NONPROFIT CORPORATION; (5) PUEBLO POVERTY FOUNDATION, A COLORADO NONPROFIT CORPORATION; (6) PAUL MONTOTA, SR. AS PASTOR OF MARTIN LUTHER KING, JR. CHURCH, A RELIGIOUS INSTITUTION AND (7) PUEBLO TRANSIT, A COLORADO NONPROFIT CORPORATION, AS AUTHORIZED BY SECTION 603 (c)(1)(A) OF THE AMERICAN RESCUE PLAN ACT AND INTERIM FINAL RULE 31 CFR 35.6 AND AUTHORIZING THE PAYMENT OF ONE MILLION ONE HUNDRED FIFTY-FOUR THOUSAND ONE HUNDRED FIFTY- ONE DOLLARS ($1,154,151) FROM PROJECT NO. CI2113 - AMERICAN RESCUE PLAN ACT, FOR PURPOSES THEREOF RECITALS The following recitals are incorporated in and made a part of this Ordinance. WHEREAS, on March 11, 2021, President Biden signed the U.S. Senate-amended H.R. 1319 (P.L. 117-2) known as the American Rescue Plan Act (hereinafter “ARPA”); and WHEREAS, on May 10, 2021, the U.S. Treasury issued the Interim Final Rule to implement ARPA in Title 31, Part 35 of the Code of Federal Regulations (“CFR”); and WHEREAS, under ARPA Section 603 (c)(1)(A) and the Interim Final Rule 31 CFR 35.6 recipients may use Coronavirus Local Fiscal Recovery (“CLFR”) Funds to award grants to nonprofit organizations that are responding to the negative economic impacts of the COVID-19 public health emergency; and WHEREAS, under ARPA Section 603 (c)(1)(A) and the Interim Final Rule 31 CFR 35.6 the City may use CLFR Funds to the implement the seven programs described in the seven attached Subrecipient Agreements; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO that: SECTION 1. The Subrecipient Agreements (“Agreements”) between and the City of Pueblo, a Colorado municipal corporation and the following entities, dated November 22, 2021, attached hereto, having been approved as to form by the City Attorney, are hereby approved: 1. Pueblo Grocery Property, LLC 2. Colorado Health Network, Inc. d/b/a Access Point Pueblo 3. Care and Share, Inc. 4. Southern Colorado Harm Reduction Association 5. Pueblo Poverty Foundation 6. Paul Montoya, Sr. individually and as Pastor of Martin Luther King, Jr. Church 7. Pueblo Transit SECTION 2. The Mayor is hereby authorized to execute said Agreements for and on behalf of the City and the City Clerk is authorized to affix the seal of the City thereto and attest same. SECTION 3. Funds in the amount of $1,154,151 are hereby authorized to be paid from Project No. CI2113 – American Rescue Plan Act, for purposes of funding the seven projects described in the Agreements. SECTION 4. The officers and staff of the City are authorized to perform any and all acts consistent with this Ordinance and the attached Agreements to implement the policies and procedures described herein. SECTION 5. Savings Clause: The COVID-19 pandemic has previously been declared an emergency disaster by the Mayor, the Governor of Colorado and the President of the United States. Recently, the number of COVID-19 infections, hospitalizations and deaths has been on the rise in Pueblo County, due primarily the “Delta” variant of the disease migrating to Pueblo County. The immediate enactment of this Ordinance is necessary in order to preserve and protect the health, safety and welfare of the residents of the City. Pursuant to Sec. 3-20 of the City Charter, this Ordinance shall become effective on the date of final action by the Mayor and City Council. Action by City Council: Introduced and initial adoption of Ordinance by City Council on November 22, 2021. Final adoption of Ordinance by City Council on November 22, 2021 . President of City Council Action by the Mayor: ☒ Approved on November 24, 2021 . □ 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 SUBRECIPIENT AGREEMENT THIS SUBRECIPIENT AGREEMENT (“Agreement”) is made and entered into this 22nd day of November, 2021, by and between the City of Pueblo, a Colorado municipal corporation, hereinafter referred to as the “City” Pueblo Eastside Grocery LLC, a Colorado limited liability company, hereinafter referred to as the “Subrecipient.” City and Subrecipient are sometimes each referred to as a “Party” and collectively “Parties.” In consideration of the terms and conditions set forth herein, the Parties hereto mutually agree as follows: DEFINITIONS The following terms as used in this Agreement shall have the following meaning unless the context clearly indicates otherwise: “Business Commencement Date” shall mean the date of issuance of a certificate of occupancy or a temporary certificate of occupancy by the Pueblo Regional Building Authority for the Project on the Property but shall be no later than July 1, 2022. “Project” shall mean the Subrecipient’s Pueblo Eastside Grocery (“PEG”) which will have two major components: the Grocery Store and the Restaurant/Kitchen. The Grocery Store will bring fresh fruit and vegetables into the Eastside neighborhood. The Restaurant/Kitchen will be the central hub to create ready to eat meals as well as bulk options for residents to take home and prepare. Subrecipient will provide fast and filling meals for individuals and families. “Property” shall mean the real property described as follows: Lots 39 and 40, Block 112, Fletcher Hill Addition, City of Pueblo, County of th Pueblo, State of Colorado, having the address of 1401 E. 8 Street, Pueblo, CO 81001-3513 Lots 34,35,36, 37 and 38, Block 112, Fletcher Hill Addition, City of Pueblo, th County of Pueblo, State of Colorado, having the address of 1407 E. 8 Street, Pueblo, CO 81001-3513 1. FACTUAL BASIS FOR THE GRANT AWARD (a) on March 11, 2021, President Biden signed the U.S. Senate-amended H.R. 1319 (P.L. 117-2) known as the American Rescue Plan Act (hereinafter “ARPA”); and (b) on May 10, 2021, the U.S. Treasury issued the Interim Final Rule to implement ARPA in Title 31, Part 35 of the Code of Federal Regulations (“CFR”); and (c) ARPA Section 603 (c)(1)(A) and the Interim Final Rule 31 CFR 35.6(b)(7) and (12) recipients may provide Coronavirus Local Fiscal Recovery (“CLFR”) Funds to revitalize disproportionately impacted communities; and (d) the Project will be carried out on Property which is located within a Qualified Census Tract; and 1 (e) by Ordinance No. 9931, approved on May 17, 2021, the City Council established Project No. CI2113 and budgeted and appropriated up to $36.7 million in funds which were expected to be distributed to the City from ARPA for covered costs and eligible expenses to be incurred during the period which began on March 3, 2021 until December 31, 2024 (to be expended by December 31, 2026); and (f) Subrecipient has requested that the City use CLRF Funds for the Project; and (g) the City desires to disburse funds from Project No. CI2113 to the Subrecipient to administer the Project and perform certain services in connection therewith as set forth in this Agreement and in the Scope of Services attached hereto; and (h) Subrecipient has represented to the City that is duly qualified, eligible and willing to undertake the Project and provide the services identified herein and in the Scope of Services attached hereto; and (i) the Covid-19 pandemic led to increased hunger across the eastside neighborhood of the City. Food supply chains were disrupted leaving grocery stores with empty shelves caused by a reliance on distant suppliers. Economic hardship reduced the ability to spend resources on much needed food. Reduced hours and closures left customers without options in their community. Food insecurity increased in the City and especially in the eastside community; and. (j) PEG will bring fresh fruit and vegetables into the eastside neighborhood, an underserved, food desert neighborhood. This neighborhood has been without a fresh food grocer since the neighborhood Safeway store closed 2016. Residents in the neighborhood do not have access to fresh fruit, vegetables, or food. Residents without personal transportation must travel out of the neighborhood to purchase nutritious food. Access to healthy food was severely limited in the times prior to COVID and things have gotten more difficult since. Residents have lost income, lost vehicles and neighborhood restaurants have closed due to the pandemic; and (k) PEG will feature locally produced and grown items whenever possible. Subrecipient will feature instore informational posters showing the people who make the food items. There will be a special focus on produce and other local items; and th (l) PEG will operate from a 6,000 square foot building located at 1401 E 8 Street, which is an original neighborhood Arapahoe grocery store from the late 1930’s. The building has loading doors and all the “bones” for a modern grocery store; and (m) the Restaurant/Kitchen component of PEG will operate out of the Chicken ‘n Cone restaurant (formerly Chicken ‘n Pasta) which has been a local landmark since the early 1960’s. The lot for the Restaurant/Kitchen includes the parking for the grocery store. The kitchen will produce the ready to eat foods for the grocery store to sell to customers, including fresh fruit trays, cheese plates, sandwiches, salads and re-heatable family size meals; and (n) PEG will reconnect the eastside community to the fresh food grid and provide necessary nutrition to eastside residents. The store will welcome SNAP and WIC. PEG will carry local products in support of local producers and partner with community organizations to provide nutritional information and a deeper engagement with the local food system; and 2 (o) PEG will create jobs to be staffed with members of the local community, particularly those unemployed and underemployed individuals who have endured the negative economic impacts of the COVID-19 pandemic; and (p) PEG will recruit employees from the eastside neighborhood, providing training and leadership opportunities. PEG will look to hire an experienced grocery store general manager from Pueblo and will work with the local correctional houses to help reincorporate individuals back into society. PEG will attempt to employ half-way house individuals and train them in useful grocery work and kitchen tasks and customer service; and (q) In addition to the physical grocery store and restaurant location, PEG will have a refrigerated truck that will provide fresh food delivery to neighborhood businesses. Subrecipient will also purchase and transport foods from local and regional vendors that currently do not have a mode of safe transportation. 2. SCOPE OF SERVICES; RESPONSIBILITIES OF SUBRECIPIENT (a) Subrecipient agrees to satisfactorily perform and complete all services and items of work, and furnish all labor and materials encompassed within or reasonably necessary to accomplish the tasks and functions described in the Scope of Services attached hereto as Exhibit “A” and incorporated herein by reference, in full compliance with all provisions of this Agreement. (b) Subrecipient warrants and represents that it: (i) has the requisite authority and capacity to perform all terms and conditions on Subrecipient’s part to be performed hereunder; (ii) that it is fully aware of and understands its duty to perform all functions and services in accordance with the regulatory requirements of 31 CFR Part 35 and those identified in Exhibit “C” hereto; and (iii) that it is accepting federal financial assistance hereunder subject to certain mandatory repayment provisions. 3. RESPONSIBILITIES OF THE CITY The City shall designate a representative of the City who will be authorized to make all necessary decisions required of the City on behalf of the City in connection with the performance of this Agreement and the disbursement of funds in connection with the Project. In the absence of such a designation, the City Mayor shall be deemed as City’s authorized representative. 4. SUBRECIPIENT’S COMPENSATION AND METHOD OF PAYMENT (a) The City will pay to Subrecipient an amount up to that specified in subparagraph (c) of this paragraph as full compensation for all services and work to be performed or undertaken by Subrecipient under this Agreement. Payment of funds to Subrecipient is subject to all of the following requirements, which shall be conditions precedent to payment: (i) that Subrecipient has expended funds for eligible approved expenditures, (ii) that Subrecipient is not in default of any material provision of this Agreement nor applicable law or regulation, (iii) that Subrecipient has timely submitted requests for payment or reimbursement detailing the eligible payment or reimbursement items in a format approved by City, (iv) that Subrecipient has certified with each payment or reimbursement request, compliance with the requirements identified in Exhibit “C” and that all expenditures for which reimbursement is sought were made for and in furtherance of the approved Project and are an eligible use of federal assistance under ARPA and federal regulations. 3 (b) Payment hereunder is also subject to and may only be disbursed in accordance with applicable Federal regulations including but not limited to those at 31 CFR Part 35, as presently promulgated and as same may be revised from time to time in the future, all other terms of this Agreement, and any special provisions in the Scope of Services. All payments received by Subrecipient hereunder are subject to repayment by Subrecipient as provided in 31 CFR Part 35. (c) The aggregate of all payments made hereunder shall not exceed Seven Hundred Fifty-One Thousand Five Hundred Dollars (U.S. $751,500.00). The grant funds shall be distributed in a lump sum at the closing of Subrecipient’s purchase of the Property. (d) Upon expiration of the term of this Agreement or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. 5. TERM OF PROJECT AND AGREEMENT (a) The term of the Project shall be from November 22, 2021 to December 31, 2026 unless this Agreement is sooner terminated as herein provided. (b) The term of this Agreement shall be from November 22,2021 to December 31, 2026 unless sooner terminated as herein provided. 6. TERMINATION OF AGREEMENT (a) For Cause: This Agreement may be terminated by City for cause, including any nonperformance by the Subrecipient, upon ten (10) days written notice to Subrecipient including a statement of the reasons therefore and after an opportunity for a hearing has been afforded. If a hearing is requested, it shall be held before the City’s Mayor whose decision shall be final. The determination of the City as to the cause of termination and the appropriateness thereof shall be final and binding upon both City and Subrecipient. Cause for termination shall include any material failure by Subrecipient to comply with any term of this Agreement. (b) Post Expiration and Termination Procedures: Upon expiration or in the event of a prior termination, all remaining and unspent grant funds, shall immediately become the sole and separate property of the City and the Subrecipient shall perform all acts and execute all instruments necessary to transfer and assign such funds to the City. 7. ASSIGNABILITY This Agreement shall not be assigned or transferred by the Subrecipient without the prior written consent of the City. Any assignment or attempted assignment made in violation of this provision shall, at City’s election, be deemed void and of no effect whatsoever. 8. SUBRECIPIENT RECORDS Subrecipient shall maintain records as to all services provided, reimbursable expenses incurred in performing the Scope of Services and complete accounting records. Accounting records shall be kept on a generally recognized accounting basis and as requested by the City’s auditor. The Subrecipient agrees to comply with all applicable uniform administrative requirements described or referenced in 31 CFR 35. The Compliance Provisions attached as Exhibit “B” hereto are made a part of this Agreement and Subrecipient agrees to perform and comply with same. The City, 4 Comptroller General of the United States, the Inspector General of the U.S. Treasury and any of their authorized representatives, shall have the right to inspect and copy, during reasonable business hours, all books, documents, papers and records of the Subrecipient which relate to this Agreement for making an audit or examination. Upon completion of the work and end of the term of this Agreement, the City may require copies of all Subrecipient’s financial records relating to this Agreement to be turned over to City. 9. INDEPENDENCE OF SUBRECIPIENT Nothing herein contained nor the relationship of Subrecipient to City, which relationship is expressly declared to be that of an independent contractor, shall make or be construed to make Subrecipient or any of Subrecipient’s agents or employees the agents or employees of the City. Subrecipient shall be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors. 10. CERTIFICATIONS The Subrecipient agrees to execute and abide by the certifications contained in Exhibit “C” hereto, and Subrecipient’s application for ARPA funds, both of which are hereby made a part of this Agreement. In the event of any conflict between the terms of this Agreement and Subrecipient’s Application, this Agreement shall control. 11. SECURITY Subrecipient’s performance under this Agreement shall be secured by the second priority Deed of Trust encumbering the Property, a form of which is attached hereto as Exhibit A. The second priority Deed of Trust (Exhibit A) shall be recorded at the Closing of Subrecipient’s purchase of the Property. 12. REPAYMENT OF GRANT FUNDS The Parties agree that the main purpose of this ARPA grant is to enable Subrecipient to open and operate a grocery store on the Property to serve the residents of the eastside community for many years. The Parties further agree that merely opening the grocery store shall constitute insufficient performance and that the success of the Project will be measured by the grocery store’s viability and sustainability over the long term. Therefore, at a minimum, Subrecipient hereby agrees to operate the grocery store, for a minimum of forty (40) hours per week, from the Business Commencement Date until December 31, 2026. Subrecipient’s failure to do so shall constitute a default under this Agreement. In the event Subrecipient commits such a default, Subrecipient agrees to repay grant funds to the City according to the following schedule: Date of Default Percentage of Grant Funds to be Repaid From Business Commencement Date to 100% 12/31/22 From 01/01/23 to 12/31/23 80% From 01/01/24 to 12/31/24 60% From 01/01/25 to 12/31/25 40% From 01/01/26 to 12/31/26 20% After 12/31/26 0% If Subrecipient is not in default on December 31, 2026, City shall cause the aforesaid second priority Deed of Trust to be released. 5 13. PERA LIABILITY The Subrecipient shall reimburse the City for the full amount of any employer contribution required to be paid by the City of Pueblo to the Public Employees’ Retirement Association (“PERA”) for salary or other compensation paid to a PERA retiree performing services for the Subrecipient under this Agreement. The Subrecipient shall fill out the questionnaire attached as Exhibit D and submit the completed form to City’s Finance Office as part of the signed Agreement. 14. NON-DISCRIMINATION The Subrecipient will comply with the provisions of any federal, state, or local law prohibiting discrimination on the grounds of race, color, religion or creed, sex, marital status, national origin, familial status or disability, sexual or gender preference, political opinion or affiliation. 15. NO LIABILITY TO THIRD PARTIES The provisions of this Agreement are for the benefit of City and Subrecipient only and no third party shall have any right or remedy hereunder or the right to enforce any provisions of this Agreement. 16. NOTICES Any notice required or permitted to be given or delivered under this Agreement shall be in writing and shall be given by personal delivery, or by registered or certified mail, postage prepaid using the United States Postal Service or by reputable national overnight courier service: (a) If to City: City of Pueblo Attn: Mayor One City Hall Place, Second Floor Pueblo, CO 81003 with a copy to: City Attorney: 1 City Hall Place, Third Floor Pueblo, CO 81003 (b) If to Subrecipient: Pueblo Grocery Property, LLC Attn: Michael Hartkop nd 112 W. 2 Street Pueblo, CO 81003 or to such other person or address as either Party shall specify in written notice given to the other Party pursuant to the provisions of this Section 14. Any notice shall be deemed delivered on the day on which personal delivery is made or three (3) days after deposit in the mail in the case of registered or certified mail, or one (1) business day after deposit with a reputable national overnight courier service. 6 In addition, upon the occurrence of a default by the Subrecipient under the terms of this Agreement or the second position Deed of Trust, or any other associated City document, the City shall provide written notice to Colorado Housing and Finance Authority (“CHFA”) within ten (10) days thereafter. In the event the City elects to commence the exercise of any remedies against the Subrecipient and/or the Project as the result of such default, the City shall provide written notice to CHFA no less than sixty (60) days prior to the commencement of said remedies against Subrecipient and/or the Project. Notices shall be sent to CHFA at the following address: 1981 Blake Street, Denver, Colorado 80202, Attn: Legal Operations. 17. GOVERNING LAW This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado without regard to conflict of law principles. 18. TIME OF THE ESSENCE Time is of the essence hereof. This Agreement. shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, provided Subrecipient may not assign this Agreement or any interest herein without the express written consent of the City. 19. LITIGATION AND VENUE In the event of any litigation arising under this Agreement, the court shall award to the prevailing Party its costs and reasonable attorney fees. Exclusive venue for any such litigation shall be Pueblo County, Colorado. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each Party submits to the personal and subject matter jurisdiction of such District Court. To the fullest extent permitted by law, the Parties hereby waive their right to a trial by jury. 20. WAIVER OF MONETARY CLAIMS AGAINST THE CITY In no event shall City, its officers, agents or employees be liable to Subrecipient for damages, including without limitation, compensatory, punitive, indirect, special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the failure or delay of City in the performance of any covenant or provision under this Agreement on City’s part to be performed. In consideration of City entering into this Agreement, Subrecipient hereby waives and discharges City, its officers, agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Subrecipient’s obligations under this Agreement. In the event of a breach of this Agreement by the City, Subrecipient’s sole and exclusive remedy shall be to bring an equitable action for specific performance in the District Court of Pueblo County, Colorado. Such violations may be restrained or such obligations enforced by injunction at the instance and request of the Subrecipient without the showing of any special damages or an inadequate remedy at law. 21. RULES OF CONSTRUCTION (a) If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. (b) Each Party acknowledges that this Agreement was fully negotiated by the Parties 7 and, therefore, no provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. 22. INDEMNIFICATION Subrecipient shall defend, indemnify and save harmless the City and its agents and employees against all costs (including, without limitation, reasonable attorneys’ fees), damages or claims of every kind or nature, whether sounding in tort or contract or statute, for personal injury, bodily injury or property damage or contractual or statutory damages, resulting from the operation of Subrecipient’s business or resulting from, growing out of, or in any way connected with or incident to Subrecipient’s performance of this Agreement. No term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protections provided to City under the Colorado Governmental Immunity Act. 23. ENTIRE AGREEMENT; AMENDMENTS The provisions set forth in this Agreement, and all Exhibits and attachments to this Agreement, constitute the entire and complete agreement of the Parties hereto and supersede all prior written and oral agreements, understandings or representations related thereto. No amendment or modification of this Agreement and no waiver of any provisions of this Agreement shall be binding unless made in writing and executed by the duly authorized officers of both the Subrecipient and City. 24. SUBRECIPIENT FILES AND INFORMATION REPORTS The Subrecipient shall maintain files containing information which shall clearly document all activities performed in conjunction with this Agreement, including, but not limited to, all financial transactions using ARPA funds. These records shall be retained by the Subrecipient for a period of three years after the completion of the Project. Financial reports on the use of ARPA funds th shall be submitted quarterly no later than the ninth (9) day of the month following the end of the quarter for which the report is submitted. In such quarterly reports, Subrecipient shall provide detailed documentation (e.g. invoices, receipts, cancelled checks, payment vouchers, bank statements, etc). that ARPA funds were spent for the following purposes: Employee Costs Employee set up expenses, training, hiring incentives $ 50,000 2 months payroll $ 60,000 Marketing & Set Up Fees Marketing and community incentives $ 35,000 Wholesale account setup fees $ 25,000 Other costs Exterior patio $ 35,000 Drive through equipment and access for handicap $ 45,000 st Insurance (1 year) $ 25,000 Space renovations (floors / handicap RR) $ 369,500 Façade Improvements / other operating exp $ 50,000 Electrical Upgrades / Utility costs to start $ 42,000 HVAC upgrades for cooling $ 15,000 Total $ 751,500 8 25. SIGNATURES The person signing this Agreement on behalf of Subrecipient represents and warrants that such person and Subrecipient have the requisite power and authority to enter, execute and deliver this Agreement and that this Agreement is a valid and legally binding obligation of Subrecipient enforceable against Subrecipient in accordance with its terms. 26. COUNTERPARTS This Agreement may be executed in two (2) or more counterparts and each such counterpart shall be deemed for all purposes to be an original and all such counterparts shall together constitute but one and the same original. IN WITNESS, WHEREOF, the Subrecipient and the City have executed this Agreement as of the date first above written and under the laws of the State of Colorado. ATTEST: CITY OF PUEBLO A COLORADO MUNICIPAL CORPORATION By: City Clerk Nicholas A Gradisar, Mayor \[S E A L\] Subrecipient: PUEBLO EASTSIDE GROCERY, LLC A COLORADO LIMITED LIABILITY COMPANY By: Name: Michael Hartkop Title: Manager STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me this ____ day of November, 2021 by Michael Hartkop as Manager of Pueblo Eastside Grocery, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: . \[ S E A L \] Notary Public 9 EXHIBIT A SCOPE OF SERVICES A. Principal Tasks The Subrecipient will be responsible for administering the Subrecipient’s Pueblo Eastside Grocery (“PEG”) which will have two major components: the Grocery Store and the Restaurant/Kitchen (“Project”). The Grocery Store will bring fresh fruit and vegetables into the Eastside neighborhood The Restaurant/Kitchen will be the central hub to create ready to eat meals as well as bulk options for residents to take home and prepare. Subrecipient shall provide fast and filling meals for individuals and families. The Subrecipient will administer all tasks encompassed in the aforesaid Project in compliance with all applicable federal, state and local rules and regulations governing the Project, in a manner satisfactory to the City. The components of the Subrecipient’s work plan under this Agreement shall be as follows: 1. PEG shall bring fresh fruit and vegetables into the eastside neighborhood and shall sell same at reasonable prices from its grocery store. PEG shall feature locally produced and grown items wherever possible. Subrecipient shall feature instore informational posters showing the people who make the items. A special focus on produce and other local items shall be required. 2. The Restaurant/Kitchen component of PEG shall produce the ready to eat foods for the grocery store to sell to customers including fresh fruit trays, cheese plates, sandwiches, salads and re-heatable family size meals. 3. The grocery store shall welcome SNAP and WIC and shall carry local products in support of local producers and cooperate with community organizations to provide customers with nutritional information and deeper engagement with the local food system. To the extent that it is commercially reasonable, PEG shall attempt to purchase its products from local vendors, including but not limited to:  Mauro Farms - 936 36th Ln, Pueblo, CO 81006. Supplier of produce when in season and baked items available year round.  Critesites Produce – 135 Highway 50 E Avondale, CO. 81022. Green chili roasters and packers.  Gosar Ranch Natural Foods - 4001 East CO Rd 2.5 North, Monte Vista, CO. 81144. Suppliers of high quality Colorado grown and milled flours and locally grown and processed sausages.  Ranch Foods Direct - 1228 E Fillmore St, Colorado Springs, CO 80907. Supplier of Colorado meats.  Lewis Ranch - Salida, CO 81201  Gagliano’s Italian Market - 1220 Elm St, Pueblo, CO 81004. Suppliers of frozen breads and baked goods.  Blue Moon Goodness – Woodland Park, CO. Gluten free granola and jarred soup producer.  Pex Peppers – Pueblo, CO. Producer of locally made hot sauces.  Seppy’s Challa Breads - Pueblo, CO. Producer of fine Jewish-style breads.  Janessa’s Potica Pueblo, CO. Bakery of locally produced potica.  Tortilleria Delicias – Pueblo, CO. Locally produced tortillas. 10 4. PEG shall create jobs staffed with members of the local community, particularly those unemployed and underemployed individuals who have endured the negative economic impacts of the COVID-19 pandemic. PEG shall recruit employees from the eastside neighborhood, providing training and leadership opportunities for such individuals. PEG shall work with the local correctional houses to help reincorporate individuals back into society. PEG shall attempt to employ half-way house individuals and train them in useful grocery work and kitchen tasks and customer service. 5. To the extent it is commercially reasonable, PEG shall attempt to create 35 new jobs as follows: Grocery 15 employees Grocery Store Manager - $55,000 per annum Assistant Store Manager - $45,000 per annum Department Leads - $15- $18 / hour Starting Wages - $15 / hour Restaurant 12 employees Store Manager - $16-$18 / hour Assistant Manager – $15 - $16 / hour Workers - $13-$14 / hour Commercial Kitchen 8 employees Kitchen Manager – $18 - $20 / hour Assistant Kitchen Manger - $16-$18 / hour Workers - $15 / hour 6. To the extent it is commercially reasonable, PEGS shall attempt to become a ServSafe training facility and shall promote the certificate training program for food handing. Subrecipient shall educate and train every employee in proper food handing and processing according to all local and national standards at a centralized location. 7. To the extent it is commercially reasonable, PEG shall work with the Pueblo County Department of Human Services to provide work training to get DHS clients back to work. 8. To the extent it is commercially reasonable, PEG shall work with the Colorado Department of Corrections and attempt to hire offenders who are attempting to re-enter the workforce. 9. PEG’s performance under this Agreement shall be judged according to the following criteria::  Number of residents served;  Number of new jobs created;  Number of local Pueblo suppliers;  Successful enrollment in WIC and SNAP;  Number of nutrition education components offered;  Reincorporation of individuals from the human services and correctional systems. 11 10. In addition to the physical grocery store and restaurant location, PEG shall purchase a new or used refrigerated truck that will provide fresh food delivery to neighborhood businesses. Subrecipient will also purchase and transport foods from local and regional vendors that currently do not have a mode of safe transportation. 11. The aggregate of all payments made hereunder shall not exceed Seven Hundred Fifty-One Thousand Five Hundred Dollars (U.S. $751,500). The grant funds shall be available to be distributed in a lump sum at the closing of Subrecipient’s purchase of the Property. Thereafter, Subrecipient shall provide the City with quarterly reports itemizing how the grant funds were spent until all grant funds have been exhausted or the end of the Project or the termination of this Agreement, whichever first occurs. B. Performance Monitoring: The City will monitor the performance of the Subrecipient according to the Principal Tasks and Budget set forth herein. Substandard performance shall mean non-compliance with this Agreement. If actions to correct such substandard performance are not taken by the Subrecipient within a reasonable period of time after being so notified by the City, contract suspension or termination procedures may be initiated, in the sole discretion of the City. 12 EXHIBIT B COMPLIANCE PROVISIONS INCORPORATED IN THE SUBRECIPIENT AGREEMENT 1. An accounting system using the accrual basis of generally accepted accounting principles which accurately reflects all costs chargeable (paid and unpaid) to the Project is mandatory. A receipts and disbursements ledger must be maintained. A general ledger with an income and expense account for each budgeted line item is necessary. Paid invoices revealing check number, date paid and item is necessary. Similarly, cash receipts for the payment of wages is mandatory. Paid invoices revealing check number, date paid and evidence of goods or services received are to be filed per the expense account they were charged. The City must review and approve your account system and internal controls prior to the release of funds. 2. There is no flexibility on budgets. Line items may be changed only by the City’s written concurrence of a budget amendment. 3. A log listing all long-distance telephone calls must be maintained (showing date, city and agency called, person making call and person called). 4. Eligible expenses are those considered reasonable and necessary costs for the efficient operation of the Project as determined by the City. All costs must be budgeted items. Request for advance or reimbursements of expenses must be accompanied by: 1. Original invoice marked with funding source 2. Detailed listing of each expense showing: a) recipient b) brief description of purchase c) amount with method of computation detailed Cost Summary must be submitted monthly to reflect entries through the closing date for the books (indicate Closing Date on Cost Summary). 5. All employees handling funds are required to be insured by a fidelity bond. 6. The City shall not be obligated to any third party contractors of the Subrecipient. The subrecipient is further cautioned against obligating funds beyond the contract date of the agreement between the City and the Subrecipient. 7. The Subrecipient will furnish the City such statements, records, data and information, and permit such interviews with personnel as the City may request to effectively monitor and evaluate the project. 8. City auditors will periodically make interim audits and may, upon completion of the Project, make a final audit. 9. All records must be retained by the Subrecipient for a period of three years following the last day of the Agreement. (Cost summary reports must reflect actual general ledger balances.) 13 EXHIBIT C CERTIFICATIONS Subrecipient hereby certifies that the grant will be conducted and administered in compliance with: (1) Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352; 42 U.S.C. 2000d, et seq.) and implementing regulations issued at 24 CFR Part 1; (2) Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-284; 42 U.S.C. 3601, et seq.), as amended; and that the grantee will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (3) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant thereto; (4) Section 3 of the Housing and Urban Development Act of 1968, as amended; (5) Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 CFR Chapter 60; (6) Executive Order 11063, as amended by Executive Orders 12259, and implementing regulations at 24 CFR Part 107; (7) Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published for effect; (8) The Age Discrimination in Employment Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect; (9) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and the HUD implementing regulations set forth in 24 CFR Part 42; (10) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention, control and abatement of water pollution; (11) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub. L. 93-234); (12) The applicable regulations, policies, guidelines and requirements of OMB Circular Nos. A-102, Revised, 24 CFR 85 and Subpart J of 24 CFR 570, A-87, A-110, A-122, A-128 and A-133 as they relate to the acceptance and use of federal funds under this federally-assisted program; (13) The Clean Air Act (42 U.S.C. 7401 et. seq.) as amended; particularly section 176 (c) and (d) \[42 U.S.C. 7506 (c) and (d)\]; (14) The Safe Drinking Water Act of 1974 (42 U.S.C. 201, 300 (f) et. seq., and 21 U.S.C. 349) as amended; particularly section 1424 (e) (42 U.S.C. 300 (h)-303 (e)); 14 (15) The Endangered Species Act of 1973 (16 U.S.C. 1531 et. Seq.) as amended; including but not limited to section 7 (16 U.S.C. 1536) thereof; (16) The Reservoir Salvage Act of 1960 916 U.S.C. 469 et. seq.); particularly section 3 (16 U.S.C. 469a-1); as amended by the Archeological and Historical Preservation Act of 1974; (17) Flood Disaster Protection Act of 1973 (42 U.S.C. 4001 et. seq.) as amended; particularly sections 102(a) and 202(a) \[42 U.S.C. 4012a(a) and 4106(a)\]; (18) Executive order 11990, Protection of Wetlands, May 24, 1977 (42 FR 26961 et. Seq.); particularly sections 2 and 5; (19) Lead-Based Paint Poisoning Prevention requirements of 25 CFR Part 35 issued pursuant to the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821 et. seq.); (20) The National Historic Preservation Act of 1966 (16 U.S.C. 470 et seq.) as amended; particularly section 106 (16 U.S.C. 470f); and (21) Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 (36 FR 8921 et seq.); particularly section 2(c). (22) Construction work financed in whole or in part with federal funds is subject to the prevailing wage requirements of the Davis-Bacon Act (29 CFR, Parts 3 and 5), the Copeland Act (29 CFR Part 3), and the Contract Work Hours and Safety Standards Act (Public Law 91-54, 83 Stat. 96). When a project meets this applicability requirement, the labor standards provision of the HUD 4010 and the Davis-Bacon Wage Decision issued for the project will be incorporated into this contract document and shall be incorporated into all construction contracts and subcontracts of any tier thereunder. (23) No ARPA funds may be expended for lobbying purposes and payments from other sources for lobbying must be disclosed (24 CFR Part 87). (a) No federally appropriated funds have been or will be paid, by or on behalf of subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (b) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. (24) Where asbestos is present in property undergoing rehabilitation, Federal requirements apply regarding worker exposure, abatement procedures and disposal. (CPD-90- 44 EPA/OSHA). 15 EXHIBIT D COLORADO PUBLIC EMPLOYEES RETIREMENT ASSOCIATION SUPPLEMENTAL QUESTIONNAIRE TO BE ANSWERED BY ANY BUSINESS PERFORMING SERVICES FOR THE CITY OF PUEBLO Pursuant to section 24-51-1101(2), C.R.S., salary or other compensation from the employment, engagement, retention or other use of a person receiving retirement benefits (Retiree) through the Colorado Public Employees Retirement Association (PERA) in an individual capacity or of any entity owned or operated by a PERA Retiree or an affiliated party by the City of Pueblo to perform any service as an employee, contract employee, consultant, independent contractor, or through other arrangements, is subject to employer contributions to PERA by the City of Pueblo. Therefore, as a condition of contracting for services with the City of Pueblo, this document must be completed, signed and returned to the City of Pueblo: a) Are you, or do you employ or engage in any capacity, including an independent contractor, a PERA Retiree who will perform any services for the City of Pueblo? Yes___, No___. b) If you answered “yes” to (a) above, please answer the following question: Are you an individual, sole proprietor or partnership, or a business or company owned or operated by a PERA Retiree or an affiliated party? Yes ____, No____. If you answered “yes” please state which of the above entities best describes your business: c) If you answered “yes” to both (a) and (b), please provide the name, address and social security number of each such PERA Retiree. Name Name Address Address Social Security Number Social Security Number (If more than two, please attach a supplemental list) Failure to accurately complete, sign and return this document to the City of Pueblo may result in your being denied the privilege or doing business with the City of Pueblo. If you answered “yes” to both (a) and (b), you agree to reimburse the City of Pueblo for any employer contribution required to be paid by the City of Pueblo to PERA for salary or other compensation paid to you as a PERA Retiree or paid to any employee or independent contractor of yours who is a PERA Retiree performing services for the City of Pueblo. You further authorize the City of Pueblo to deduct and withhold all such contributions from any moneys due or payable to you by the City of Pueblo under any current or future contract or other arrangement for services between you and the City of Pueblo. Signed ____________________________, 20_____. By: Name: Title: 16 For purposes of responding to question (b) above, an “affiliated party” includes (1) any person who is the named beneficiary or co-beneficiary on the PERA account of the PERA Retiree; (2) any person who is a relative of the PERA Retiree by blood or adoption to and including parents, siblings, half-siblings, children, and grandchildren; (3) any person who is a relative of the PERA Retiree by marriage to and including spouse, spouse’s parents, stepparents, stepchildren, stepsiblings, and spouse’s siblings; and (4) any person or entity with whom the PERA Retiree has an agreement to share or otherwise profit from the performance of services for the City of Pueblo by the PERA Retiree other than the PERA Retiree’s regular salary or compensation. 17 SUBRECIPIENT AGREEMENT THIS SUBRECIPIENT AGREEMENT ("Agreement") is made and entered into this 22nd day of November 2021, by and between the City of Pueblo, a Colorado municipal corporation, hereinafter referred to as the "City" and the Colorado Health Network, Inc. d/b/a Access Point Pueblo, a Colorado nonprofit corporation, hereinafter referred to as the "Subrecipient." City and Subrecipient are sometimes each referred to as a "Party" and collectively "Parties." RECITALS The following recitals are incorporated in and made a part of this Agreement. WHEREAS, on March 11, 2021, President Biden signed the U.S. Senate-amended H.R. 1319 (P.L. 117-2) known as the American Rescue Plan Act (hereinafter "ARPA"); and WHEREAS, on May 10, 2021, the U.S. Treasury issued the Interim Final Rule to implement ARPA in Title 31, Part 35 of the Code of Federal Regulations ("CFR"); and WHEREAS, under ARPA Section 603 (c)(1)(A) and (3) and the Interim Final Rule 31 CFR 35.6(b)(7)recipients may use Coronavirus Local Fiscal Recovery ("CLFR") Funds to award grants to nonprofit organizations that are responding to the negative economic impacts of the COVID-19 public health emergency; and WHEREAS, under ARPA Section 603 (c)(1)(A) and the Interim Final Rule 31 CFR 35.6(b)(7) and (12) recipients may provide CLFR Funds to programs or services to disproportionately impacted communities; and WHEREAS, by Ordinance No. 9931, approved on May 17, 2021, the City Council established Project No. CI-2113 and budgeted and appropriated up to$36.7 million in funds which were expected to be distributed to the City from ARPA for covered costs and eligible expenses to be incurred during the period which began on March 3, 2021 until December 31, 2024 (to be expended by December 31, 2026); and WHEREAS, in 2020, the City experienced a 3% increase in chronic homelessness as a result of the negative economic impacts of the COVID-19 pandemic; and WHEREAS, in 2020, the City experienced a 35% increase in the number of individuals using the syringe exchange program administered by the Southern Colorado Harm Reduction Association; and WHEREAS, as a result of the increase of drug usage due to the negative economic impacts of the COVID-19 pandemic, there has been a substantial increase in the number of syringes being discarded improperly in public places that poses a potential threat to public health by the transmission of diseases, including Hepatitis C and HIV; and WHEREAS, Subrecipient has requested that the City use CLRF Funds for the purchase of syringe disposal containers to facilitate the proper disposal of used syringes and for the purchase of"grabbers" and gloves to allow the safe pickup of used syringes left in public places (hereinafter"Project"); and 1 WHEREAS, the City desires to disburse funds from Project No. CI2113 to the Subrecipient to administer the Project and perform certain services in connection therewith as set forth in this Agreement and in the Scope of Services attached hereto; and WHEREAS, Subrecipient has represented to the City that is duly qualified, eligible and willing to undertake the Project and provide the services identified herein and in the Scope of Services attached hereto. NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions set forth herein, the Parties hereto mutually agree as follows: 1. SCOPE OF SERVICES; RESPONSIBILITIES OF SUBRECIPIENT (a) Subrecipient agrees to satisfactorily perform and complete all services and items of work, and furnish all labor and materials encompassed within or reasonably necessary to accomplish the tasks and functions described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference, in full compliance with all provisions of this Agreement. (b) Subrecipient warrants and represents that it: (i) has the requisite authority and capacity to perform all terms and conditions on Subrecipient's part to be performed hereunder; (ii) that it is duly organized as a non-profit organization under state law and is in good standing with the Secretary of State of Colorado; (iii) that it is a nonprofit organization exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code; (iv)that it is fully aware of and understands its duty to perform all functions and services in accordance with the regulatory requirements of 31 CFR Part 35 and those identified in Exhibit "C" hereto; and (iv) that it is accepting federal financial assistance hereunder subject to certain mandatory repayment provisions. 2. RESPONSIBILITIES OF THE CITY The City shall designate a representative of the City who will be authorized to make all necessary decisions required of the City on behalf of the City in connection with the performance of this Agreement and the disbursement of funds in connection with the Project. In the absence of such a designation, the City Mayor shall be deemed as City's authorized representative. 3. SUBRECIPIENT'S COMPENSATION AND METHOD OF PAYMENT (a) The City will pay to Subrecipient an amount up to that specified in subparagraph (c) of this paragraph as full compensation for all services and work to be performed or undertaken by Subrecipient under this Agreement. Payment of funds to Subrecipient is subject to all of the following requirements, which shall be conditions precedent to payment: (i) that Subrecipient has expended funds for eligible approved expenditures, (ii) that Subrecipient is not in default of any material provision of this Agreement nor applicable law or regulation, (iii) that Subrecipient has timely submitted requests for payment or reimbursement detailing the eligible payment or reimbursement items in a format approved by City, (iv) that Subrecipient has certified with each payment or reimbursement request compliance with the requirements identified in Exhibit "C" and that all expenditures for which reimbursement is sought were made for and in furtherance of the approved Project and are an eligible use of federal assistance under ARPA and federal regulations. 2 (b) Payment hereunder is also subject to and may only be disbursed in accordance with applicable Federal regulations including but not limited to those at 31 CFR Part 35, as presently promulgated and as same may be revised from time to time in the future, all other terms of this Agreement, and any special provisions in the Scope of Services. All payments received by Subrecipient hereunder are subject to repayment by Subrecipient as provided in 31 CFR Part 35. (c) The aggregate of all payments made hereunder shall not exceed Twenty- Five Thousand Dollars (U.S. $25,000). The grant funds shall not be distributed in a lump sum. Subrecipient shall provide the City with pay applications and draw packages generally corresponding to the following amounts: Item Cost 3,000 1.5 qt syringe containers @ $79.29 per case (20/case) $ 11,893.50 6,000 250 ml syringe containers @ $183.70 per case (100/ 11,022.00 case) 50 grabbers @ $10 per item 500.00 1,000 nitrile gloves @ $20 per box (100/box) 200.00 Education materials 384.50 Disposal fees 1,000.00 Total $ 25,000.00 (d) Upon expiration of the term of this Agreement or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. 4. TERM OF PROJECT AND AGREEMENT (a) The term of the Project shall be from December 1, 2021 to November 30, 2022 unless this Agreement is sooner terminated as herein provided. (b) The term of this Agreement shall be from November 22, 2021 to December 31, 2022 unless sooner terminated as herein provided. 5. TERMINATION OF AGREEMENT (a) For Cause: This Agreement may be terminated by City for cause, including any nonperformance by the Subrecipient, upon ten (10)days written notice to Subrecipient including a statement of the reasons therefore, and after an opportunity for a hearing has been afforded. If a hearing is requested, it shall be held before the City's Mayor whose decision shall be final. The determination of the City as to the cause of termination and the appropriateness thereof shall be final and binding upon both City and Subrecipient. Cause for termination shall include any material failure by Subrecipient to comply with any term of this Agreement. (b) For Convenience: This Agreement may be terminated by City for convenience upon ten (10) days written notice to Subrecipient, which decision shall not be subject to appeal. 3 (c) Post Expiration and Termination Procedures: Upon expiration or in the event of a prior termination, all remaining and unspent grant funds, shall immediately become the sole and separate property of the City and the Subrecipient shall perform all acts and execute all instruments necessary to transfer and assign such funds to the City. All finished or unfinished documents, data, studies, reports, and work product prepared by the Subrecipient under this Agreement or with grant funds shall, at the option of the City, become City's property. 6. ASSIGNABILITY This Agreement shall not be assigned or transferred by the Subrecipient without the prior written consent of the City. Any assignment or attempted assignment made in violation of this provision shall, at City's election, be deemed void and of no effect whatsoever. 7. CONFLICT OF INTEREST The Subrecipient certifies and warrants that neither it nor any members of its Board of Directors, officers or employees has or will derive any personal or financial interest or benefit from the activity or activities assisted pursuant to this Agreement, nor has an interest in any contract, subcontract or agreement with respect thereunto, nor the proceeds thereunder, either for themselves or for those with whom they have family or business ties, during their tenure and for one year thereafter. Subrecipient shall avoid all conflicts of interest which are prohibited by applicable federal regulations including but not limited to those set forth in 31 CFR Part 35 as presently promulgated and as same may be revised from time to time in the future. 8. SUBRECIPIENT RECORDS Subrecipient shall maintain records as to all services provided, reimbursable expenses incurred in performing the Scope of Services and complete accounting records. Accounting records shall be kept on a generally recognized accounting basis and as requested by the City's auditor. The Subrecipient agrees to comply with all applicable uniform administrative requirements described or referenced in 31 CFR 35. The Compliance Provisions attached as Exhibit "B" hereto are made a part of this Agreement and Subrecipient agrees to perform and comply with same. The City, Comptroller General of the United States, the Inspector General of the U.S. Treasury and any of their authorized representatives, shall have the right to inspect and copy, during reasonable business hours, all books, documents, papers and records of the Subrecipient which relate to this Agreement for making an audit or examination. Upon completion of the work and end of the term of this Agreement, the City may require copies of all Subrecipient's financial records relating to this Agreement to be turned over to City. 9. MONITORING AND EVALUATION The City shall have the right to monitor and evaluate the progress and performance of the Subrecipient to assure that the terms of this Agreement are being satisfactorily fulfilled in accordance with City's and other applicable monitoring and evaluation criteria and standards. The City shall at least quarterly review the Subrecipient's performance using on-site visits, progress reports required to be submitted by the Subrecipient, audit findings, disbursements transactions and contact with the Subrecipient as necessary. The Subrecipient shall furnish to the City quarterly program and financial reports of its activities in such form and manner as may be requested by the City. Subrecipients shall fully cooperate with City in relation to such monitoring and evaluation. 4 10. SUBRECIPIENT FILES AND INFORMATION REPORTS The Subrecipient shall maintain files containing information which shall clearly document all activities performed in conjunction with this Agreement, including, but not limited to, financial transactions, conformance with assurances and activity reports. These records shall be retained by the Subrecipient for a period of three years after the completion of the Project. Financial and activity reports shall be submitted quarterly no later than the ninth (9th) day of the month following the end of the quarter for which the report is submitted. 11. INDEPENDENCE OF SUBRECIPIENT Nothing herein contained nor the relationship of Subrecipient to City, which relationship is expressly declared to be that of an independent contractor, shall make or be construed to make Subrecipient or any of Subrecipient's agents or employees the agents or employees of the City. Subrecipient shall be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors. 12. CERTIFICATIONS The Subrecipient agrees to execute and abide by the certifications contained in Exhibit"C" hereto, and Subrecipient's application for ARPA funds, both of which are hereby made a part of this Agreement. In the event of any conflict between the terms of this Agreement and Subrecipient's Application, this Agreement shall control. 13. REVERSION OF ASSETS (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. (b) In the event City incurs any costs or expenses in enforcing the requirements of this paragraph 14 or in bringing any action to recover the property or amount of any repayment obligation, City shall be entitled to recover its costs and expenses, including reasonable attorney's fees. 14. PERA LIABILITY The Subrecipient shall reimburse the City for the full amount of any employer contribution required to be paid by the City of Pueblo to the Public Employees' Retirement Association ("PERA") for salary or other compensation paid to a PERA retiree performing contracted services for the City under this Agreement. The Subrecipient shall fill out the questionnaire attached as Exhibit D and submit the completed form to City's Finance Office as part of the signed Agreement. 15. NO LIABILITY TO THIRD PARTIES The provisions of this Agreement are for the benefit of City and Subrecipient only and no third party shall have any right or remedy hereunder or the right to enforce any provisions of this Agreement. 5 16. NOTICES Any notice required or permitted to be given or delivered under this Agreement shall be in writing and shall be given by personal delivery, or by registered or certified mail, postage prepaid using the United States Postal Service or by reputable national overnight courier service: (a) If to City: City of Pueblo Attn: Mayor One City Hall Place, Second Floor Pueblo, CO 81003 with a copy to: City Attorney: 1 City Hall Place, Third Floor Pueblo, CO 81003 (b) If to Subrecipient: Access Point Pueblo Colorado Health Network, Inc 807 N. Greenwood Street, Suite 200 Pueblo, CO 81003 or to such other person or address as either Party shall specify in written notice given to the other Party pursuant to the provisions of this Section 14. Any notice shall be deemed delivered on the day on which personal delivery is made or three (3) days after deposit in the mail in the case of registered or certified mail, or one (1) business day after deposit with a reputable national overnight courier service. 17. GOVERNING LAW This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado without regard to conflict of law principles. 18. TIME OF THE ESSENCE Time is of the essence hereof. This Agreement. shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, provided Subrecipient may not assign this Agreement or any interest herein without the express written consent of the City. 19. LITIGATION AND VENUE In the event of any litigation arising under this Agreement, the court shall award to the prevailing Party its costs and reasonable attorney fees. Exclusive venue for any such litigation shall be Pueblo County, Colorado. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each Party submits to the personal and subject matter jurisdiction of such District Court. To the fullest extent permitted by law, the Parties hereby waive their right to a trial by jury. 6 20. WAIVER OF MONETARY CLAIMS AGAINST THE CITY In no event shall City, its officers, agents or employees be liable to Subrecipient for damages, including without limitation, compensatory, punitive, indirect, special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the failure or delay of City in the performance of any covenant or provision under this Agreement on City's part to be performed. In consideration of City entering into this Agreement, Subrecipient hereby waives and discharges City, its officers, agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Subrecipient's obligations under this Agreement. In the event of a breach of this Agreement by the City, Subrecipient's sole and exclusive remedy shall be to bring an equitable action for specific performance in the District Court of Pueblo County, Colorado. Such violations may be restrained or such obligations enforced by injunction at the instance and request of the Subrecipient without the showing of any special damages or an inadequate remedy at law. 21. RULES OF CONSTRUCTION (a) If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. (b) Each Party acknowledges that this Agreement was fully negotiated by the Parties and, therefore, no provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. 22. INDEMNIFICATION Subrecipient shall defend, indemnify and save harmless the City and its agents and employees against all costs (including, without limitation, reasonable attorneys' fees), damages or claims of every kind or nature, whether sounding in tort or contract or statute, for personal injury, bodily injury or property damage or contractual or statutory damages, resulting from the operation of Subrecipient's business or resulting from,growing out of, or in any way connected with or incident to Subrecipient's performance of this Agreement. No term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protections provided to City under the Colorado Governmental Immunity Act. 23. ENTIRE AGREEMENT: AMENDMENTS The provisions set forth in this Agreement, and all Exhibits and attachments to this Agreement, constitute the entire and complete agreement of the parties hereto and supersede all prior written and oral agreements, understandings or representations related thereto. No amendment or modification of this Agreement, and no waiver of any provisions of this Agreement shall be binding unless made in writing and executed by the duly authorized officers of both the Subrecipient and City. 24. SIGNATURES The persons signing this Agreement on behalf of Subrecipient represent and warrant that such persons and Subrecipient have the requisite power and authority to enter, execute and deliver this Agreement and that this Agreement is a valid and legally binding obligation of Subrecipient enforceable against Subrecipient in accordance with its terms. 25. COUNTERPARTS This Agreement may be executed in two(2)or more counterparts and each such counterpart shall be deemed for all purposes to be an original and all such counterparts shall together constitute but one and the same original. IN WITNESS, WHEREOF, the Subrecipient and the City have executed this Agreement as of the date first above written and under the laws of the State of Colorado. ATTEST: CITY OF PUEBLO A COLORADO MUNICIPAL CORPORATION By //4 , CityCI Nicholas A Gradis , ayor [SEAL] Subrecipient: COLORADO HEALTH NETWORK, INC. D/B/A ACCESS POINT PUEBLO A COLORADO NONPROFIT CORPORATION ATTEST: By By J Signature Signature Name Name b arre tt T.VII t j Title Title a;el &caa.ttvl0{�fre/ 8 EXHIBIT A SCOPE OF SERVICES A. Principal Tasks The Subrecipient will be responsible for administering the Project. The Subrecipient will administer all tasks encompassed in the aforesaid Project in compliance with all applicable federal, state and local rules and regulations governing the Project, in a manner satisfactory to the City. The components of the Subrecipient's budget under this Agreement shall be as follows: Item Cost 3,000 1.5 qt syringe containers @ $79.29 per case (20/case) $ 11,893.50 6,000 250 ml syringe containers @ $183.70 per case (100/case) 11,022.00 50 grabbers @ $10 per item 500.00 1,000 nitrile gloves @ $20 per box (100/box) 200.00 Education materials 384.50 Disposal fees 1,000.00 Total $ 25,000.00 Changes in the scope of services, budget, or method of compensation contained in this Agreement, unless otherwise noted, may only be made through a written amendment to this Agreement, executed by the Subrecipient and the City. B. Performance Monitoring: The City will monitor the performance of the Subrecipient according to the Principal Tasks and Budget set forth herein. Substandard performance shall mean non-compliance with this Agreement. If actions to correct such substandard performance are not taken by the Subrecipient within a reasonable period of time after being so notified by the City, contract suspension or termination procedures may be initiated, in the sole discretion of the City. 9 EXHIBIT B COMPLIANCE PROVISIONS INCORPORATED IN THE SUBRECIPIENT AGREEMENT 1. An accounting system using the accrual basis of generally accepted accounting principles which accurately reflects all costs chargeable (paid and unpaid) to the Project is mandatory. A receipts and disbursements ledger must be maintained. A general ledger with an income and expense account for each budgeted line item is necessary. Paid invoices revealing check number, date paid and item is necessary. Similarly,cash receipts for the payment of wages is mandatory. Paid invoices revealing check number,date paid and evidence of goods or services received are to be filed per the expense account they were charged. The City must review and approve your account system and internal controls prior to the release of funds. 2. There is no flexibility on budgets. Line items may be changed only by the City's written concurrence of a budget amendment. 3. A log listing all long-distance telephone calls must be maintained (showing date, city and agency called, person making call and person called). 4. Eligible expenses are those considered reasonable and necessary costs for the efficient operation of the Project as determined by the City. All costs must be budgeted items. Request for advance or reimbursements of expenses must be accompanied by: 1. Original invoice marked with funding source 2. Detailed listing of each expense showing: a) recipient b) brief description of purchase c) amount with method of computation detailed Cost Summary must be submitted monthly to reflect entries through the closing date for the books(indicate Closing Date on Cost Summary). 5. All employees handling funds are required to be insured by a fidelity bond. 6. The City shall not be obligated to any third party contractors of the Subrecipient. The subrecipient is further cautioned against obligating funds beyond the contract date of the agreement between the City and the Subrecipient. 7. The Subrecipient will furnish the City such statements, records, data and information, and permit such interviews with personnel as the City may request to effectively monitor and evaluate the project. 8. City auditors will periodically make interim audits and may, upon completion of the Project, make a final audit. 9. All records must be retained by the Subrecipient for a period of three years following the last day of the Agreement. (Cost summary reports must reflect actual general ledger balances.) 10 EXHIBIT C CERTIFICATIONS Subrecipient hereby certifies that the grant will be conducted and administered in compliance with: (l) Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352; 42 U.S.C. 2000d, et seq.) and implementing regulations issued at 24 CFR Part 1; (2) Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-284; 42 U.S.C. 3601, et sec.), as amended;and that the grantee will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (3) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant thereto; (4) Section 3 of the Housing and Urban Development Act of 1968, as amended; (5) Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 CFR Chapter 60; (6) Executive Order 11063, as amended by Executive Orders 12259, and implementing regulations at 24 CFR Part 107; (7) Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published for effect; (8) The Age Discrimination in Employment Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect; (9) The relocation requirements of Title 11 and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and the HUD implementing regulations set forth in 24 CFR Part 42; (10) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention, control and abatement of water pollution; (1 1) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub. L. 93-234); (12) The applicable regulations, policies, guidelines and requirements of OMB Circular Nos. A-102, Revised, 24 CFR 85 and Subpart J of 24 CFR 570, A-87, A-110, A-122, A-l28 and A-133 as they relate to the acceptance and use of federal funds under this federally-assisted program; (13) The Clean Air Act (42 U.S.C. 7401 et.seq.) as amended; particularly section 176 (c) and (d) [42 U.S.C. 7506 (c) and(d)]; (14) The Safe Drinking Water Act of 1974 (42 U.S.C. 201, 300 (f) et.seq., and 21 U.S.C. 349) as amended; particularly section 1424 (e) (42 U.S.C. 300(h)-303 (e)); (15) The Endangered Species Act of 1973 (16 U.S.C. 1531 et. Seq.) as amended; including but not limited to section 7 (16 U.S.C. 1536)thereof; 11 (16) The Reservoir Salvage Act of 1960 916 U.S.C. 469 et.seq.); particularly section 3 (16 U.S.C. 469a-1); as amended by the Archeological and Historical Preservation Act of 1974; (17) Flood Disaster Protection Act of 1973 (42 U.S.C. 4001 et.seq.) as amended; particularly sections 102(a) and 202(a) [42 U.S.C. 4012a(a) and 4106(a)]; (1 8) Executive order 11990, Protection of Wetlands, May 24, 1977 (42 FR 26961 et. Seq.); particularly sections 2 and 5; (19) Lead-Based Paint Poisoning Prevention requirements of 25 CFR Part 35 issued pursuant to the Lead-Based Paint Poisoning Prevention Act(42 U.S.C. 4821 et.seq.); (20) The National Historic Preservation Act of 1966 (16 U.S.C. 470 et seq.) as amended; particularly section 106 (16 U.S.C. 470f'); and (21) Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 (36 FR 8921 et seq.); particularly section 2(c). (22) Construction work financed in whole or in part with federal funds is subject to the prevailing wage requirements of the Davis-Bacon Act(29 CFR, Parts 3 and 5), the Copeland Act(29 CFR Part 3), and the Contract Work Hours and Safety Standards Act (Public Law 91-54, 83 Stat. 96). When a project meets this applicability requirement, the labor standards provision of the HUD 4010 and the Davis- Bacon Wage Decision issued for the project will be incorporated into this contract document and shall be incorporated into all construction contracts and subcontracts of any tier thereunder. (23) No ARPA funds may be expended for lobbying purposes and payments from other sources for lobbying must be disclosed(24 CFR Part 87). (a) No federally appropriated funds have been or will be paid, by or on behalf of subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (b) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (24) Where asbestos is present in property undergoing rehabilitation, Federal requirements apply regarding worker exposure, abatement procedures and disposal. (CPD-90-44 EPA/OSHA). 12 EXHIBIT D COLORADO PUBLIC EMPLOYEES RETIREMENT ASSOCIATION SUPPLEMENTAL QUESTIONNAIRE TO BE ANSWERED BY ANY BUSINESS PERFORMING SERVICES FOR THE CITY OF PUEBLO Pursuant to section 24-51-1101(2),C.R.S.,salary or other compensation from the employment,engagement,retention or other use of a person receiving retirement benefits(Retiree) through the Colorado Public Employees Retirement Association(PERA)in an individual capacity or of any entity owned or operated by a PERA Retiree or an affiliated party by the City of Pueblo to perform any service as an employee, contract employee, consultant, independent contractor, or through other arrangements, is subject to employer contributions to PERA by the City of Pueblo. Therefore,as a condition of contracting for services with the City of Pueblo,this document must be completed,signed and returned to the City of Pueblo: a) Are you,or do you employ or engage in any capacity,including an inde endent contractor,a PERA Retiree who will perform any services for the City of Pueblo? Yes_,No b) If you answered "yes" to (a) above, please answer the following question: Are you an individual, sole proprietor or partnership,or a business or company owned or operated by a PERA Retiree or an affiliated party? Yes ,No . If you answered"yes"please state which of the above entities best describes your business: c) If you answered"yes"to both(a)and(b),please provide the name,address and social security number of each such PERA Retiree. Name Name Address Address Social Security Number Social Security Number (If more than two,please attach a supplemental list) Failure to accurately complete,sign and return this document to the City of Pueblo may result in your being denied the privilege or doing business with the City of Pueblo. If you answered"yes"to both(a)and(b),you agree to reimburse the City of Pueblo for any employer contribution required to be paid by the City of Pueblo to PERA for salary or other compensation paid to you as a PERA Retiree or paid to any employee or independent contractor of yours who is a PERA Retiree performing services for the City of Pueblo. You further authorize the City of Pueblo to deduct and withhold all such contributions from any moneys due or payable to you by the City of Pueblo under any current or future contract or other arrangement for services between you and the City of Pueblo. Signed ,20 By: Name: Title: For purposes of responding to question (b) above, an "affiliated party" includes (1) any person who is the named beneficiary or co-beneficiary on the PERA account of the PERA Retiree;(2)any person who is a relative of the PERA Retiree by blood or adoption to and including parents, siblings, half-siblings, children, and grandchildren; (3) any person who is a relative of the PERA Retiree by marriage to and including spouse, spouse's parents, stepparents, stepchildren, stepsiblings, and spouse's siblings; and(4) any person or entity with whom the PERA Retiree has an 13 agreement to share or otherwise profit from the performance of services for the City of Pueblo by the PERA Retiree other than the PERA Retiree's regular salary or compensation. • 14 AMENDMENT TO SUBRECIPIENT AGREEMENT THIS AMENDMENT TO SUBRECIPIENT AGREEMENT("Amendment")is entered into thispg' day of March, 2022 between the City of Pueblo, a Colorado municipal corporation (hereinafter referred to as the "City") and the Colorado Health Network, Inc. d/b/a Access Point Pueblo, a Colorado nonprofit corporation, hereinafter referred to as the "Subrecipient." City and Subrecipient are sometimes each referred to as a "Party" and collectively"Parties." WITNESSETH: WHEREAS, City and Subrecipient entered into that certain Subrecipient Agreement("Agreement")dated November 22, 2021 which was approved by City Council on November 22, 2021 by Ordinance No. 10044. WHEREAS, Subrecipient desires to adjust its budget as it pertains to items to be purchased under the ARPA grant and the City agrees to the requested changes. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufl•iciency of which is hereby acknowledged, City and Subrecipient agree as follows: 1. Contract Amendment. Section 3 (c) of the Subrecipient Agreement shall be and hereby is amended to read as follows: (c) The aggregate of all payments made hereunder shall not exceed Twenty- Five Thousand Dollars (U.S. $25,000). The grant funds shall not be distributed in a lump sum. Subrecipient shall provide the City with pay applications and draw packages generally corresponding to the following amounts: Item Cost Syringe containers $ 22,915.50 50 grabbers @ $19 per item 500.00 1,000 nitrite gloves @ $10 per box (100 boxes) 200.00 Education materials 384.50 Disposal fees 1,000.00 Total $ 25,000.00 2. Ratification of Prior Agreement. The original Subrecipient Agreement entered into by the Parties on or about November 22, 2021, is incorporated herein by this reference and is hereby ratified and shall remain in full force and effect, except as amended by this Amendment. 3. Authority of Mayor. The Mayor executes this Amendment pursuant to authority granted him by P.M.C. 1-5-2 (2)(f). 1 Executed at Pueblo, Colorado, the day and year first above written. ATTEST: CITY OF PUEBLO A COLORADO MUNICIPAL CORPORATION • (" c*C-:)--- By7tames/eer0044i City CI Nicholas A Gradisar, Mayor [S E A L) Subrecipient: Subrecipient: COLORADO HEALTH NETWORK, INC. D/B/A ACCESS POINT PUEBLO A COLORADO NONPROFIT CORPORATION ATTEST: By By /`-i-j1/ 1 Signature Signature Name Name ba., i T.. V; y; r Title Title 04:e P G ccS-W' (AceY- 2 SUBRECIPIENT AGREEMENT THIS SUBRECIPIENT AGREEMENT ("Agreement") is made and entered into this 22nd day of November 2021, by and between the City of Pueblo, a Colorado municipal corporation, hereinafter referred to as the "City" and Care and Share, Inc„ a Colorado nonprofit corporation, hereinafter referred to as the "Subrecipient." City and Subrecipient are sometimes each referred to as a "Party" and collectively "Parties." RECITALS The following recitals are incorporated in and made a part of this Agreement. WHEREAS, on March 11, 2021, President Biden signed the U.S. Senate-amended H.R. 1319 (P.L. 117-2) known as the American Rescue Plan Act (hereinafter"ARPA"); and WHEREAS, on May 10, 2021, the U.S. Treasury issued the Interim Final Rule to implement ARPA in Title 31, Part 35 of the Code of Federal Regulations ("CFR"); and WHEREAS, under ARPA Section 603 (c)(1)(A) and (3) and the Interim Final Rule 31 CFR 35.6(b)(7) recipients may use Coronavirus Local Fiscal Recovery("CLFR") Funds to award grants to nonprofit organizations that are responding to the negative economic impacts of the COVID-19 public health emergency; and WHEREAS, under ARPA Section 603 (c)(1)(A) and the Interim Final Rule 31 CFR 35.6(b)(7) and (12) recipients may provide CLFR Funds to programs or services to disproportionately impacted communities; and WHEREAS, by Ordinance No. 9931, approved on May 17, 2021, the City Council established Project No. CI-2113 and budgeted and appropriated up to$36.7 million in funds which were expected to be distributed to the City from ARPA for covered costs and eligible expenses to be incurred during the period which began on March 3, 2021 until December 31, 2024 (to be expended by December 31, 2026); and WHEREAS, in 2020, City residents experienced an increase in chronic hunger and food insecurity as a result of the negative economic impacts of the COVID-19 pandemic; and WHEREAS, in 2020,the Subrecipient distributed 4,985,070 pounds of food to 36,180 City residents to fight hunger in the Pueblo community; and WHEREAS, in February, 2021, Subrecipient opened a direct-service pantry, called the Sunny Side Market at 1240 E. 8th Street in the City, which is located in a Qualified Census Tract; and WHEREAS, Subrecipient purchased its first Mobile Market truck, which is essentially a "grocer on wheels" to provide food assistance to the City's underserved neighborhoods; and WHEREAS, as the COVID-19 pandemic persists thereby causing unemployment and underemployment, Subrecipient foresees a 25% increase in demand for its programs and services during the coming year; and 1 WHEREAS, Subrecipient has requested that the City use CLRF Funds for the purchase of fresh foods and vegetables and shelf staple items such as rice, beans, pasta and cereals to be distributed free-of-charge to individuals and families experiencing food insecurity, through the Sunny Side Market and the Mobile Market truck (hereinafter"Project"); and WHEREAS, the City desires to disburse funds from Project No. CI2113 to the Subrecipient to administer the Project and perform certain services in connection therewith as set forth in this Agreement and in the Scope of Services attached hereto; and WHEREAS, Subrecipient has represented to the City that is duly qualified, eligible and willing to undertake the Project and provide the services identified herein and in the Scope of Services attached hereto. NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions set forth herein, the Parties hereto mutually agree as follows: 1. SCOPE OF SERVICES; RESPONSIBILITIES OF SUBRECIPIENT (a) Subrecipient agrees to satisfactorily perform and complete all services and items of work, and furnish all labor and materials encompassed within or reasonably necessary to accomplish the tasks and functions described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference, in full compliance with all provisions of this Agreement. (b) Subrecipient warrants and represents that it: (i) has the requisite authority and capacity to perform all terms and conditions on Subrecipient's part to be performed hereunder; (ii) that it is duly organized as a non-profit organization under state law and is in good standing with the Secretary of State of Colorado; (iii) that it is a nonprofit organization exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code; (iv)that it is fully aware of and understands its duty to perform all functions and services in accordance with the regulatory requirements of 31 CFR Part 35 and those identified in Exhibit "C" hereto; and (iv) that it is accepting federal financial assistance hereunder subject to certain mandatory repayment provisions. 2. RESPONSIBILITIES OF THE CITY The City shall designate a representative of the City who will be authorized to make all necessary decisions required of the City on behalf of the City in connection with the performance of this Agreement and the disbursement of funds in connection with the Project. In the absence of such a designation, the City Mayor shall be deemed as City's authorized representative. 3. SUBRECIPIENT'S COMPENSATION AND METHOD OF PAYMENT (a) The City will pay to Subrecipient an amount up to that specified in subparagraph (c) of this paragraph as full compensation for all services and work to be performed or undertaken by Subrecipient under this Agreement. Payment of funds to Subrecipient is subject to all of the following requirements, which shall be conditions precedent to payment: (i) that Subrecipient has expended funds for eligible approved expenditures, (ii) that Subrecipient is not in default of any material provision of this Agreement nor applicable law or regulation, (iii) that Subrecipient has timely submitted requests for payment or reimbursement detailing the eligible payment or reimbursement 2 items in a format approved by City, (iv) that Subrecipient has certified with each payment or reimbursement request compliance with the requirements identified in Exhibit "C" and that all expenditures for which reimbursement is sought were made for and in furtherance of the approved Project and are an eligible use of federal assistance under ARPA and federal regulations. (b) Payment hereunder is also subject to and may only be disbursed in accordance with applicable Federal regulations including but not limited to those at 31 CFR Part 35, as presently promulgated and as same may be revised from time to time in the future, all other terms of this Agreement, and any special provisions in the Scope of Services. All payments received by Subrecipient hereunder are subject to repayment by Subrecipient as provided in 31 CFR Part 35. (c) The aggregate of all payments made hereunder shall not exceed Two Hundred Fifty Thousand Dollars (U.S. $250,000). The grant funds shall not be distributed in a lump sum. Subrecipient shall provide the City with pay applications and draw packages generally corresponding to the following dates and amounts: Date Amount 01/04/22 $ 75,000.00 04/01/22 75,000.00 07/01/22 100,000.00 Total $ 250,000.00 (d) Upon expiration of the term of this Agreement or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. 4. TERM OF PROJECT AND AGREEMENT (a) The term of the Project shall be from December 1, 2021 to November 30, 2022 unless this Agreement is sooner terminated as herein provided. (b) The term of this Agreement shall be from November 22, 2021 to December 31, 2022 unless sooner terminated as herein provided. 5. TERMINATION OF AGREEMENT (a) For Cause: This Agreement may be terminated by City for cause, including any nonperformance by the Subrecipient, upon ten (10)days written notice to Subrecipient including a statement of the reasons therefore, and after an opportunity for a hearing has been afforded. If a hearing is requested, it shall be held before the City's Mayor whose decision shall be final. The determination of the City as to the cause of termination and the appropriateness thereof shall be final and binding upon both City and Subrecipient. Cause for termination shall include any material failure by Subrecipient to comply with any term of this Agreement. 3 (b) For Convenience: This Agreement may be terminated by City for convenience upon ten (10) days written notice to Subrecipient, which decision shall not be subject to appeal. (c) Post Expiration and Termination Procedures: Upon expiration or in the event of a prior termination, all remaining and unspent grant funds, shall immediately become the sole and separate property of the City and the Subrecipient shall perform all acts and execute all instruments necessary to transfer and assign such funds to the City. All finished or unfinished documents, data, studies, reports, and work product prepared by the Subrecipient under this Agreement or with grant funds shall, at the option of the City, become City's property. 6. ASSIGNABILITY This Agreement shall not be assigned or transferred by the Subrecipient without the prior written consent of the City. Any assignment or attempted assignment made in violation of this provision shall, at City's election, be deemed void and of no effect whatsoever. 7. CONFLICT OF INTEREST The Subrecipient certifies and warrants that neither it nor any members of its Board of Directors, officers or employees has or will derive any personal or financial interest or benefit from the activity or activities assisted pursuant to this Agreement, nor has an interest in any contract, subcontract or agreement with respect thereunto, nor the proceeds thereunder, either for themselves or for those with whom they have family or business ties, during their tenure and for one year thereafter. Subrecipient shall avoid all conflicts of interest which are prohibited by applicable federal regulations including but not limited to those set forth in 31 CFR Part 35 as presently promulgated and as same may be revised from time to time in the future. 8. SUBRECIPIENT RECORDS Subrecipient shall maintain records as to all services provided, reimbursable expenses incurred in performing the Scope of Services and complete accounting records. Accounting records shall be kept on a generally recognized accounting basis and as requested by the City's auditor. The Subrecipient agrees to comply with all applicable uniform administrative requirements described or referenced in 31 CFR 35. The Compliance Provisions attached as Exhibit"B" hereto are made a part of this Agreement and Subrecipient agrees to perform and comply with same. The City, Comptroller General of the United States, the Inspector General of the U.S. Treasury and any of their authorized representatives, shall have the right to inspect and copy, during reasonable business hours, all books, documents, papers and records of the Subrecipient which relate to this Agreement for making an audit or examination. Upon completion of the work and end of the term of this Agreement, the City may require copies of all Subrecipient's financial records relating to this Agreement to be turned over to City. 9. MONITORING AND EVALUATION The City shall have the right to monitor and evaluate the progress and performance of the Subrecipient to assure that the terms of this Agreement are being satisfactorily fulfilled in accordance with City's and other applicable monitoring and evaluation criteria and standards. The City shall at least quarterly review the Subrecipient's performance using on-site visits, progress reports required to be submitted by the Subrecipient, audit findings, disbursements 4 transactions and contact with the Subrecipient as necessary. The Subrecipient shall furnish to the City quarterly program and financial reports of its activities in such form and manner as may be requested by the City. Subrecipients shall fully cooperate with City in relation to such monitoring and evaluation. 10. SUBRECIPIENT FILES AND INFORMATION REPORTS The Subrecipient shall maintain files containing information which shall clearly document all activities performed in conjunction with this Agreement, including, but not limited to, financial transactions, conformance with assurances and activity reports. These records shall be retained by the Subrecipient for a period of three years after the completion of the Project. Financial and activity reports shall be submitted quarterly no later than the ninth (9th) day of the month following the end of the quarter for which the report is submitted. 11. INDEPENDENCE OF SUBRECIPIENT Nothing herein contained nor the relationship of Subrecipient to City, which relationship is expressly declared to be that of an independent contractor, shall make or be construed to make Subrecipient or any of Subrecipient's agents or employees the agents or employees of the City. Subrecipient shall be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors. 12. CERTIFICATIONS The Subrecipient agrees to execute and abide by the certifications contained in Exhibit"C" hereto, and Subrecipient's application for ARPA funds, both of which are hereby made a part of this Agreement. In the event of any conflict between the terms of this Agreement and Subrecipient's Application, this Agreement shall control. 13. REVERSION OF ASSETS (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. (b) In the event City incurs any costs or expenses in enforcing the requirements of this paragraph 14 or in bringing any action to recover the property or amount of any repayment obligation, City shall be entitled to recover its costs and expenses, including reasonable attorney's fees. 14. PERA LIABILITY The Subrecipient shall reimburse the City for the full amount of any employer contribution required to be paid by the City of Pueblo to the Public Employees' Retirement Association ("PERA") for salary or other compensation paid to a PERA retiree performing contracted services for the City under this Agreement. The Subrecipient shall fill out the questionnaire attached as Exhibit D and submit the completed form to City's Finance Office as part of the signed Agreement. 15. NO LIABILITY TO THIRD PARTIES The provisions of this Agreement are for the benefit of City and Subrecipient only and no third 5 party shall have any right or remedy hereunder or the right to enforce any provisions of this Agreement. 16. NOTICES Any notice required or permitted to be given or delivered under this Agreement shall be in writing and shall be given by personal delivery, or by registered or certified mail, postage prepaid using the United States Postal Service or by reputable national overnight courier service: (a) If to City: City of Pueblo Attn: Mayor One City Hall Place, Second Floor Pueblo, CO 81003 with a copy to: City Attorney: 1 City Hall Place, Third Floor Pueblo, CO 81003 (b) If to Subrecipient: Care and Share, Inc. 100 Greenhorn Drive Pueblo, CO 81004 or to such other person or address as either Party shall specify in written notice given to the other Party pursuant to the provisions of this Section 14. Any notice shall be deemed delivered on the day on which personal delivery is made or three (3) days after deposit in the mail in the case of registered or certified mail, or one (1) business day after deposit with a reputable national overnight courier service. 17. GOVERNING LAW This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado without regard to conflict of law principles. 18. TIME OF THE ESSENCE Time is of the essence hereof. This Agreement. shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, provided Subrecipient may not assign this Agreement or any interest herein without the express written consent of the City. 19. LITIGATION AND VENUE In the event of any litigation arising under this Agreement, the court shall award to the prevailing Party its costs and reasonable attorney fees. Exclusive venue for any such litigation shall be Pueblo County, Colorado. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each Party submits to the personal and subject matter jurisdiction of such 6 District Court. To the fullest extent permitted by law, the Parties hereby waive their right to a trial by jury. 20. WAIVER OF MONETARY CLAIMS AGAINST THE CITY In no event shall City, its officers, agents or employees be liable to Subrecipient for damages, including without limitation, compensatory, punitive, indirect, special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the failure or delay of City in the performance of any covenant or provision under this Agreement on City's part to be performed. In consideration of City entering into this Agreement, Subrecipient hereby waives and discharges City, its officers, agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Subrecipient's obligations under this Agreement. In the event of a breach of this Agreement by the City, Subrecipient's sole and exclusive remedy shall be to bring an equitable action for specific performance in the District Court of Pueblo County, Colorado. Such violations may be restrained or such obligations enforced by injunction at the instance and request of the Subrecipient without the showing of any special damages or an inadequate remedy at law. 21. RULES OF CONSTRUCTION (a) If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. (b) Each Party acknowledges that this Agreement was fully negotiated by the Parties and, therefore, no provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. 22. INDEMNIFICATION Subrecipient shall defend, indemnify and save harmless the City and its agents and employees against all costs (including, without limitation, reasonable attorneys' fees), damages or claims of every kind or nature, whether sounding in tort or contract or statute, for personal injury, bodily injury or property damage or contractual or statutory damages, resulting from the operation of Subrecipient's business or resulting from, growing out of, or in any way connected with or incident to Subrecipient's performance of this Agreement. No term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protections provided to City under the Colorado Governmental Immunity Act. 23. ENTIRE AGREEMENT; AMENDMENTS The provisions set forth in this Agreement, and all Exhibits and attachments to this Agreement, constitute the entire and complete agreement of the parties hereto and supersede all prior written and oral agreements, understandings or representations related thereto. No amendment or modification of this Agreement, and no waiver of any provisions of this Agreement shall be binding unless made in writing and executed by the duly authorized officers of both the Subrecipient and City. 7 24. SIGNATURES The persons signing this Agreement on behalf of Subrecipient represent and warrant that such persons and Subrecipient have the requisite power and authority to enter, execute and deliver this Agreement and that this Agreement is a valid and legally binding obligation of Subrecipient enforceable against Subrecipient in accordance with its terms. 25. COUNTERPARTS This Agreement may be executed in two (2)or more counterparts and each such counterpart shall be deemed for all purposes to be an original and all such counterparts shall together constitute but one and the same original. IN WITNESS, WHEREOF, the Subrecipient and the City have executed this Agreement as of the date first above written and under the laws of the State of Colorado. ATTEST: CITY OF PUEBLO A COLORADO MUNICIPAL CORPORATION By f .er• Akddgfm:t City Cler Nicholas A Gradisar, Mayor [S E A L] Subrecipient: CARE AND SHARE, INC. A COLORADO NONPROFIT CORPORATION ATTEST: 277frBy Bye Signature ,nature/ Name Zt.c. r! Pkr- Name t. t1��Cc, t-c3L-- Title Title r. .f3' 8 EXHIBIT A SCOPE OF SERVICES A. Principal Tasks The Subrecipient will be responsible for administering the Project. The Subrecipient will administer all tasks encompassed in the aforesaid Project in compliance with all applicable federal, state and local rules and regulations governing the Project, in a manner satisfactory to the City. The components of Subrecipient's workplan shall consist of the distribution of fresh foods and vegetables and shelf staple items such as rice, beans, pasta and cereals, free-of-charge to individuals and families experiencing food insecurity, through the Sunny Side Market and the Mobile Market truck. Subrecipient shall provide the City with pay applications and draw packages generally corresponding to the following dates and amounts: Date Amount 01/04/22 $ 75,000.00 04/01/22 75,000.00 07/01/22 100,000.00 Total $ 250,000.00 Changes in the scope of services, budget, or method of compensation contained in this Agreement, unless otherwise noted, may only be made through a written amendment to this Agreement, executed by the Subrecipient and the City. B. Performance Monitoring: The City will monitor the performance of the Subrecipient according to the Principal Tasks and Budget set forth herein. Substandard performance shall mean non-compliance with this Agreement. If actions to correct such substandard performance are not taken by the Subrecipient within a reasonable period of time after being so notified by the City, contract suspension or termination procedures may be initiated, in the sole discretion of the City. 9 EXHIBIT B COMPLIANCE PROVISIONS INCORPORATED IN THE SUBRECIPIENT AGREEMENT 1. An accounting system using the accrual basis of generally accepted accounting principles which accurately reflects all costs chargeable (paid and unpaid) to the Project is mandatory. A receipts and disbursements ledger must be maintained. A general ledger with an income and expense account for each budgeted line item is necessary. Paid invoices revealing check number, date paid and item is necessary. Similarly,cash receipts for the payment of wages is mandatory.Paid invoices revealing check number,date paid and evidence of goods or services received are to be filed per the expense account they were charged. The City must review and approve your account system and internal controls prior to the release of funds. 2. There is no flexibility on budgets. Line items may be changed only by the City's written concurrence of a budget amendment. 3. A log listing all long-distance telephone calls must be maintained (showing date, city and agency called, person making call and person called). 4. Eligible expenses are those considered reasonable and necessary costs for the efficient operation of the Project as determined by the City. All costs must be budgeted items. Request for advance or reimbursements of expenses must be accompanied by: 1. Original invoice marked with funding source 2. Detailed listing of each expense showing: a) recipient b) brief description of purchase c) amount with method of computation detailed Cost Summary must be submitted monthly to reflect entries through the closing date for the books(indicate Closing Date on Cost Summary). 5. All employees handling funds are required to be insured by a fidelity bond. 6. The City shall not be obligated to any third party contractors of the Subrecipient. The subrecipient is further cautioned against obligating funds beyond the contract date of the agreement between the City and the Subrecipient. 7. The Subrecipient will furnish the City such statements, records, data and information, and permit such interviews with personnel as the City may request to effectively monitor and evaluate the project. 8. City auditors will periodically make interim audits and may,upon completion of the Project,make a final audit. 9. All records must be retained by the Subrecipient for a period of three years following the last day of the Agreement. (Cost summary reports must reflect actual general ledger balances.) 10 EXHIBIT C CERTIFICATIONS Subrecipient hereby certifies that the grant will be conducted and administered in compliance with: (1) Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352; 42 U.S.C. 2000d, et seq.) and implementing regulations issued at 24 CFR Part 1; (2) Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-284; 42 U.S.C. 3601, et sec.), as amended;and that the grantee will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (3) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant thereto; (4) Section 3 of the Housing and Urban Development Act of 1968, as amended; (5) Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 CFR Chapter 60; (6) Executive Order 11063, as amended by Executive Orders 12259, and implementing regulations at 24 CFR Part 107; (7) Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published for effect; (8) The Age Discrimination in Employment Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect; (9) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and the HUD implementing regulations set forth in 24 CFR Part 42; (10) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention, control and abatement of water pollution; (11) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub. L. 93-234); (12) The applicable regulations, policies, guidelines and requirements of OMB Circular Nos. A-102, Revised, 24 CFR 85 and Subpart J of 24 CFR 570, A-87, A-110, A-122,A-128 and A-133 as they relate to the acceptance and use of federal funds under this federally-assisted program; (13) The Clean Air Act (42 U.S.C. 7401 et.seq.) as amended; particularly section 176 (c) and (d) [42 U.S.C. 7506 (c)and(d)]; (14) The Safe Drinking Water Act of 1974 (42 U.S.C. 201, 300 (f)et.seq., and 21 U.S.C. 349) as amended; particularly section 1424(e)(42 U.S.C. 300 (h)-303 (e)); (15) The Endangered Species Act of 1973 (16 U.S.C. 1531 et. Seq.)as amended; including but not limited to section 7(16 U.S.C. 1536)thereof; 11 (16) The Reservoir Salvage Act of 1960 916 U.S.C. 469 et.seq.); particularly section 3 (16 U.S.C. 469a-1); as amended by the Archeological and Historical Preservation Act of 1974; (17) Flood Disaster Protection Act of 1973 (42 U.S.C. 4001 et.seq.) as amended; particularly sections 102(a)and 202(a) [42 U.S.C. 4012a(a)and 4106(a)]; (18) Executive order 11990, Protection of Wetlands, May 24, 1977 (42 FR 26961 et. Seq.); particularly sections 2 and 5; (19) Lead-Based Paint Poisoning Prevention requirements of 25 CFR Part 35 issued pursuant to the Lead-Based Paint Poisoning Prevention Act(42 U.S.C. 4821 et.seq.); (20) The National Historic Preservation Act of 1966 (16 U.S.C. 470 et seq.) as amended; particularly section 106(16 U.S.C. 4700; and (21) Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 (36 FR 8921 et seq.); particularly section 2(c). (22) Construction work financed in whole or in part with federal funds is subject to the prevailing wage requirements of the Davis-Bacon Act(29 CFR, Parts 3 and 5),the Copeland Act(29 CFR Part 3), and the Contract Work Hours and Safety Standards Act(Public Law 91-54, 83 Stat. 96). When a project meets this applicability requirement,the labor standards provision of the HUD 4010 and the Davis- Bacon Wage Decision issued for the project will be incorporated into this contract document and shall be incorporated into all construction contracts and subcontracts of any tier thereunder. (23) No ARPA funds may be expended for lobbying purposes and payments from other sources for lobbying must be disclosed(24 CFR Part 87). (a) No federally appropriated funds have been or will be paid, by or on behalf of subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (b) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (24) Where asbestos is present in property undergoing rehabilitation, Federal requirements apply regarding worker exposure, abatement procedures and disposal. (CPD-90-44 EPA/OSHA). 12 EXHIBIT D COLORADO PUBLIC EMPLOYEES RETIREMENT ASSOCIATION SUPPLEMENTAL QUESTIONNAIRE TO BE ANSWERED BY ANY BUSINESS PERFORMING SERVICES FOR THE CITY OF PUEBLO Pursuant to section 24-51-I 101(2),C.R.S.,salary or other compensation from the employment,engagement,retention or other use of a person receiving retirement benefits (Retiree) through the Colorado Public Employees Retirement Association(PERA) in an individual capacity or of any entity owned or operated by a PERA Retiree or an affiliated party by the City of Pueblo to perform any service as an employee, contract employee, consultant, independent contractor, or through other arrangements, is subject to employer contributions to PERA by the City of Pueblo. Therefore,as a condition of contracting for services with the City of Pueblo,this document must be completed,signed and returned to the City of Pueblo: a) Are you,or do you employ or engage in any capacity,including an independent contractor,a PERA Retiree who will perform any services for the City of Pueblo? Yes ,No . b) If you answered "yes" to (a) above, please answer the following question: Are you an individual, sole proprietor or partnership,or a business or company owned or operated by a PERA Retiree or an affiliated party? Yes ,No If you answered"yes"please state which of the above entities best describes your business: c) If you answered"yes"to both(a)and(b), please provide the name, address and social security number of each such PERA Retiree. Name Name Address Address Social Security Number Social Security Number (If more than two,please attach a supplemental list) Failure to accurately complete, sign and return this document to the City of Pueblo may result in your being denied the privilege or doing business with the City of Pueblo. If you answered "yes" to both (a)and(b),you agree to reimburse the City of Pueblo for any employer contribution required to be paid by the City of Pueblo to PERA for salary or other compensation paid to you as a PERA Retiree or paid to any employee or independent contractor of yours who is a PERA Retiree performing services for the City of Pueblo. You further authorize the City of Pueblo to deduct and withhold all such contributions from any moneys due or payable to you by the City of Pueblo under any current or future contract or other arrangement for services between you and the City of Pueblo. Signed N Co 2 ,20 2-) . By: IOC� Na e: IA.,n e_ -1c- �- Title: Cg6) For purposes of responding to question (b) above, an "affiliated party" includes (1) any person who is the named beneficiary or co-beneficiary on the PERA account of the PERA Retiree;(2)any person who is a relative of the PERA Retiree by blood or adoption to and including parents, siblings, half-siblings, children, and grandchildren; (3) any person who is a relative of the PERA Retiree by marriage to and including spouse, spouse's parents, stepparents, stepchildren, stepsiblings, and spouse's siblings; and (4) any person or entity with whom the PERA Retiree has an 13 agreement to share or otherwise profit from the performance of services for the City of Pueblo by the PERA Retiree other than the PERA Retiree's regular salary or compensation. 14 SUBRECIPIENT AGREEMENT THIS SUBRECIPIENT AGREEMENT ("Agreement") is made and entered into this 22nd day of November 2021, by and between the City of Pueblo, a Colorado municipal corporation, hereinafter referred to as the "City" and the Southern Colorado Harm Reduction Association, a Colorado nonprofit corporation, hereinafter referred to as the "Subrecipient." City and Subrecipient are sometimes each referred to as a "Party" and collectively "Parties." RECITALS The following recitals are incorporated in and made a part of this Agreement. WHEREAS, on March 11, 2021, President Biden signed the U.S. Senate-amended H.R. 1319 (P.L. 117-2) known as the American Rescue Plan Act (hereinafter"ARPA"); and WHEREAS, on May 10, 2021, the U.S. Treasury issued the Interim Final Rule to implement ARPA in Title 31, Part 35 of the Code of Federal Regulations ("CFR"); and WHEREAS, under ARPA Section 603 (c)(1)(A) and (3) and the Interim Final Rule 31 CFR 35.6(b)(7) recipients may use Coronavirus Local Fiscal Recovery ("CLFR") Funds to award grants to nonprofit organizations that are responding to the negative economic impacts of the COVID-19 public health emergency; and WHEREAS, under ARPA Section 603 (c)(1)(A) and the Interim Final Rule 31 CFR 35.6(b)(7) and (12) recipients may provide CLFR Funds to programs or services to disproportionately impacted communities; and WHEREAS, by Ordinance No. 9931, approved on May 17, 2021, the City Council established Project No. CI-2113 and budgeted and appropriated up to $36.7 million in funds which were expected to be distributed to the City from ARPA for covered costs and eligible expenses to be incurred during the period which began on March 3, 2021 until December 31, 2024 (to be expended by December 31, 2026); and WHEREAS, Subrecipient is a nonprofit organization caring for the underserved and those with substance use disorders. Its mission is to provide those suffering from the negative impacts of drug use, and their families and to be an entry point and access to evidence-based harm reduction practices. Subrecipient offers compassion, support and service with the goal of helping people obtain wellness, restoration, and healing; and WHEREAS, the services provided by Subrecipient include life skills education, peer support, C.R.A.F.T (community reinforcement and family training) support, COVID vaccination clinics, clothing bank, referrals and education for treatment, healthcare, and community services, and help locating available housing, overdose prevention services, a syringe service program, and AcuDetox which is ear acupuncture that helps relieve anxiety, depression, insomnia, and withdrawal symptoms; and WHEREAS, one of the larger barriers to Subrecipient's clients finding housing is excessive rental application fees. The COVID-19 pandemic has made barriers to housing much worse in part due to property owners using property management companies far more often which has increased the cost of securing housing. These management companies require much more from prospective renters such as asking for triple the rent in income, a credit score of at least 640, and asking prospective renters to pay 1 application fees ranging from $40-60 per applicant. This poses large barriers and places a strain on community agencies and nonprofit organizations that help connect lower income people to housing; and WHEREAS, with funding, Subrecipient could mitigate the barrier caused by application fees associated with trying to rent a property: and WHEREAS, Subrecipient has requested that the City use CLRF Funds for the purpose of assisting its clients in paying rental application fees for residential housing (hereinafter"Project"); and WHEREAS, the City desires to disburse funds from Project No. CI-2113 to the Subrecipient to administer the Project and perform certain services in connection therewith as set forth in this Agreement and in the Scope of Services attached hereto; and WHEREAS, Subrecipient has represented to the City that is duly qualified, eligible and willing to undertake the Project and provide the services identified herein and in the Scope of Services attached hereto. NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions set forth herein, the Parties hereto mutually agree as follows: 1. SCOPE OF SERVICES; RESPONSIBILITIES OF SUBRECIPIENT (a) Subrecipient agrees to satisfactorily perform and complete all services and items of work, and furnish all labor and materials encompassed within or reasonably necessary to accomplish the tasks and functions described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference, in full compliance with all provisions of this Agreement. (b) Subrecipient warrants and represents that it: (i) has the requisite authority and capacity to perform all terms and conditions on Subrecipient's part to be performed hereunder; (ii)that it is duly organized as a non-profit organization under state law and is in good standing with the Secretary of State of Colorado; (iii) that it is a nonprofit organization exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code; (iv) that it is fully aware of and understands its duty to perform all functions and services in accordance with the regulatory requirements of 31 CFR Part 35 and those identified in Exhibit "C" hereto; and (iv) that it is accepting federal financial assistance hereunder subject to certain mandatory repayment provisions. 2. RESPONSIBILITIES OF THE CITY The City shall designate a representative of the City who will be authorized to make all necessary decisions required of the City on behalf of the City in connection with the performance of this Agreement and the disbursement of funds in connection with the Project. In the absence of such a designation, the City Mayor shall be deemed as City's authorized representative. 3. SUBRECIPIENT'S COMPENSATION AND METHOD OF PAYMENT (a) The City will pay to Subrecipient an amount up to that specified in subparagraph (c) of this paragraph as full compensation for all services and work to be performed or 2 undertaken by Subrecipient under this Agreement. Payment of funds to Subrecipient is subject to all of the following requirements, which shall be conditions precedent to payment: (i) that Subrecipient has expended funds for eligible approved expenditures, (ii) that Subrecipient is not in default of any material provision of this Agreement nor applicable law or regulation, (iii) that Subrecipient has timely submitted requests for payment or reimbursement detailing the eligible payment or reimbursement items in a format approved by City, (iv) that Subrecipient has certified with each payment or reimbursement request compliance with the requirements identified in Exhibit "C" and that all expenditures for which reimbursement is sought were made for and in furtherance of the approved Project and are an eligible use of federal assistance under ARPA and federal regulations. (b) Payment hereunder is also subject to and may only be disbursed in accordance with applicable Federal regulations including but not limited to those at 31 CFR Part 35, as presently promulgated and as same may be revised from time to time in the future, all other terms of this Agreement, and any special provisions in the Scope of Services. All payments received by Subrecipient hereunder are subject to repayment by Subrecipient as provided in 31 CFR Part 35. (c) The aggregate of all payments made hereunder shall not exceed Ten Thousand Dollars (U.S. $10,000.00). The grant funds shall be available to be distributed in a lump sum on December 1, 2021. Thereafter, Subrecipient shall provide the City with quarterly reports itemizing how the grant funds were spent and for whose benefit. (d) Upon expiration of the term of this Agreement or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. 4. TERM OF PROJECT AND AGREEMENT (a) The term of the Project shall be from December 1, 2021 to November 30, 2022 unless this Agreement is sooner terminated as herein provided (b) The term of this Agreement shall be from November 22, 2021 to December 31, 2022 unless sooner terminated as herein provided. 5. TERMINATION OF AGREEMENT (a) For Cause: This Agreement may be terminated by City for cause, including any nonperformance by the Subrecipient, upon ten (10) days written notice to Subrecipient including a statement of the reasons therefore, and after an opportunity for a hearing has been afforded. If a hearing is requested, it shall be held before the City's Mayor whose decision shall be final. The determination of the City as to the cause of termination and the appropriateness thereof shall be final and binding upon both City and Subrecipient. Cause for termination shall include any material failure by Subrecipient to comply with any term of this Agreement. (b) For Convenience: This Agreement may be terminated by City for convenience upon ten (10) days written notice to Subrecipient, which decision shall not be subject to appeal. 3 (c) Post Expiration and Termination Procedures: Upon expiration or in the event of a prior termination, all remaining and unspent grant funds, shall immediately become the sole and separate property of the City and the Subrecipient shall perform all acts and execute all instruments necessary to transfer and assign such funds to the City. All finished or unfinished documents, data, studies, reports, and work product prepared by the Subrecipient under this Agreement or with grant funds shall, at the option of the City, become City's property. 6. ASSIGNABILITY This Agreement shall not be assigned or transferred by the Subrecipient without the prior written consent of the City. Any assignment or attempted assignment made in violation of this provision shall, at City's election, be deemed void and of no effect whatsoever. 7. CONFLICT OF INTEREST The Subrecipient certifies and warrants that neither it nor any members of its Board of Directors, officers or employees has or will derive any personal or financial interest or benefit from the activity or activities assisted pursuant to this Agreement, nor has an interest in any contract, subcontract or agreement with respect thereunto, nor the proceeds thereunder, either for themselves or for those with whom they have family or business ties, during their tenure and for one year thereafter. Subrecipient shall avoid all conflicts of interest which are prohibited by applicable federal regulations including but not limited to those set forth in 31 CFR Part 35 as presently promulgated and as same may be revised from time to time in the future. 8. SUBRECIPIENT RECORDS Subrecipient shall maintain records as to all services provided, reimbursable expenses incurred in performing the Scope of Services and complete accounting records. Accounting records shall be kept on a generally recognized accounting basis and as requested by the City's auditor. The Subrecipient agrees to comply with all applicable uniform administrative requirements described or referenced in 31 CFR 35. The Compliance Provisions attached as Exhibit "B" hereto are made a part of this Agreement and Subrecipient agrees to perform and comply with same. The City, Comptroller General of the United States,the Inspector General of the U.S.Treasury and any of their authorized representatives, shall have the right to inspect and copy, during reasonable business hours, all books, documents, papers and records of the Subrecipient which relate to this Agreement for making an audit or examination. Upon completion of the work and end of the term of this Agreement, the City may require copies of all Subrecipient's financial records relating to this Agreement to be turned over to City. 9. MONITORING AND EVALUATION The City shall have the right to monitor and evaluate the progress and performance of the Subrecipient to assure that the terms of this Agreement are being satisfactorily fulfilled in accordance with City's and other applicable monitoring and evaluation criteria and standards. The City shall at least quarterly review the Subrecipient's performance using on-site visits, progress reports required to be submitted by the Subrecipient, audit findings, disbursements transactions and contact with the Subrecipient as necessary. The Subrecipient shall furnish to the City quarterly program and financial reports of its activities in such form and manner as may be requested by the City. Subrecipients shall fully cooperate with City in relation to such monitoring and evaluation. 10. SUBRECIPIENT FILES AND INFORMATION REPORTS 4 The Subrecipient shall maintain files containing information which shall clearly document all activities performed in conjunction with this Agreement, including, but not limited to,financial transactions, conformance with assurances and activity reports. These records shall be retained by the Subrecipient for a period of three years after the completion of the Project. Financial and activity reports shall be submitted quarterly no later than the ninth (9th) day of the month following the end of the quarter for which the report is submitted. 11. INDEPENDENCE OF SUBRECIPIENT Nothing herein contained nor the relationship of Subrecipient to City, which relationship is expressly declared to be that of an independent contractor, shall make or be construed to make Subrecipient or any of Subrecipient's agents or employees the agents or employees of the City. Subrecipient shall be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors. 12. CERTIFICATIONS The Subrecipient agrees to execute and abide by the certifications contained in Exhibit"C"hereto, and Subrecipient's application for ARPA funds, both of which are hereby made a part of this Agreement. In the event of any conflict between the terms of this Agreement and Subrecipient's Application, this Agreement shall control. 13. REVERSION OF ASSETS (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. (b) In the event City incurs any costs or expenses in enforcing the requirements of this paragraph 14 or in bringing any action to recover the property or amount of any repayment obligation, City shall be entitled to recover its costs and expenses, including reasonable attorney's fees. 14. PERA LIABILITY The Subrecipient shall reimburse the City for the full amount of any employer contribution required to be paid by the City of Pueblo to the Public Employees' Retirement Association ("PERA")for salary or other compensation paid to a PERA retiree performing contracted services for the City under this Agreement. The Subrecipient shall fill out the questionnaire attached as Exhibit D and submit the completed form to City's Finance Office as part of the signed Agreement. 15. NO LIABILITY TO THIRD PARTIES The provisions of this Agreement are for the benefit of City and Subrecipient only and no third party shall have any right or remedy hereunder or the right to enforce any provisions of this Agreement. 16. NOTICES Any notice required or permitted to be given or delivered under this Agreement shall be in writing and shall be given by personal delivery, or by registered or certified mail, postage prepaid using the 5 United States Postal Service or by reputable national overnight courier service: (a) If to City: City of Pueblo Attn: Mayor One City Hall Place, Second Floor Pueblo, CO 81003 with a copy to: City Attorney: 1 City Hall Place, Third Floor Pueblo, CO 81003 (b) If to Subrecipient: Southern Colorado Harm Reduction Association 1249 E. Routt Avenue Pueblo, CO 81004 or to such other person or address as either Party shall specify in written notice given to the other Party pursuant to the provisions of this Section 14. Any notice shall be deemed delivered on the day on which personal delivery is made or three (3) days after deposit in the mail in the case of registered or certified mail, or one (1) business day after deposit with a reputable national overnight courier service. 17. GOVERNING LAW This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado without regard to conflict of law principles. 18. TIME OF THE ESSENCE Time is of the essence hereof. This Agreement. shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, provided Subrecipient may not assign this Agreement or any interest herein without the express written consent of the City. 19. LITIGATION AND VENUE In the event of any litigation arising under this Agreement, the court shall award to the prevailing Party its costs and reasonable attorney fees. Exclusive venue for any such litigation shall be Pueblo County, Colorado. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each Party submits to the personal and subject matter jurisdiction of such District Court. To the fullest extent permitted by law, the Parties hereby waive their right to a trial by jury. 20. WAIVER OF MONETARY CLAIMS AGAINST THE CITY In no event shall City, its officers, agents or employees be liable to Subrecipient for damages, including without limitation, compensatory, punitive, indirect, special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the 6 failure or delay of City in the performance of any covenant or provision under this Agreement on City's part to be performed. In consideration of City entering into this Agreement, Subrecipient hereby waives and discharges City, its officers, agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Subrecipient's obligations under this Agreement. In the event of a breach of this Agreement by the City, Subrecipient's sole and exclusive remedy shall be to bring an equitable action for specific performance in the District Court of Pueblo County, Colorado. Such violations may be restrained or such obligations enforced by injunction at the instance and request of the Subrecipient without the showing of any special damages or an inadequate remedy at law. 21. RULES OF CONSTRUCTION (a) If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. (b) Each Party acknowledges that this Agreement was fully negotiated by the Parties and, therefore, no provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. 22. INDEMNIFICATION Subrecipient shall defend, indemnify and save harmless the City and its agents and employees against all costs (including, without limitation, reasonable attorneys' fees), damages or claims of every kind or nature, whether sounding in tort or contract or statute, for personal injury, bodily injury or property damage or contractual or statutory damages, resulting from the operation of Subrecipient's business or resulting from, growing out of, or in any way connected with or incident to Subrecipient's performance of this Agreement. No term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protections provided to City under the Colorado Governmental Immunity Act. 23. ENTIRE AGREEMENT; AMENDMENTS The provisions set forth in this Agreement, and all Exhibits and attachments to this Agreement, constitute the entire and complete agreement of the parties hereto and supersede all prior written and oral agreements, understandings or representations related thereto. No amendment or modification of this Agreement, and no waiver of any provisions of this Agreement shall be binding unless made in writing and executed by the duly authorized officers of both the Subrecipient and City. 24. SIGNATURES The persons signing this Agreement on behalf of Subrecipient represent and warrant that such persons and Subrecipient have the requisite power and authority to enter, execute and deliver this Agreement and that this Agreement is a valid and legally binding obligation of Subrecipient enforceable against Subrecipient in accordance with its terms. 25. COUNTERPARTS This Agreement may be executed in two(2)or more counterparts and each such counterpart shall be deemed for all purposes to be an original and all such counterparts shall together constitute but one and the same original. 7 IN WITNESS, WHEREOF, the Subrecipient and the City have executed this Agreement as of the date first above written and under the laws of the State of Colorado. ATTEST: CITY OF PUEBLO A COLORADO MUNICIPAL CORPORATION �1 By 7� City Cler Nicholas A Gradisar, ayor [ SEAL] Subrecipient: SOUTHERN COLORADO HARM REDUCTION ASSN. A COLORADO NONPROFIT CORPORATION ATTEST: By By Pude So€ausa S'•net/ Signature Name Ku/i4 J. ger% r Name Jude Solano Title LeJ Peer 1770,71, d0(74114-1- Title President/CEO 8 EXHIBIT A SCOPE OF SERVICES A. Principal Tasks The Subrecipient will be responsible for administering the Project. The Subrecipient will administer all tasks encompassed in the aforesaid Project in compliance with all applicable federal, state and local rules and regulations governing the Project, in a manner satisfactory to the City. The components of Subrecipient's workplan shall consist of assisting its clients in paying rental application fees for residential housing. Application fee assistance shall not exceed $125 per individual and $250 per family in any calendar year. The aggregate of all payments made hereunder shall not exceed Ten Thousand Dollars (U.S. $10,000.00). The grant funds shall be available to be distributed in a lump sum on December 1, 2021. Thereafter, Subrecipient shall provide the City with quarterly reports itemizing how the grant funds were spent and for whose benefit until all grant funds have been exhausted or the end of the Project or the termination of this Agreement, whichever first occurs. Changes in the scope of services, budget, or method of compensation contained in this Agreement, unless otherwise noted, may only be made through a written amendment to this Agreement, executed by the Subrecipient and the City. B. Performance Monitoring: The City will monitor the performance of the Subrecipient according to the Principal Tasks and Budget set forth herein. Substandard performance shall mean non-compliance with this Agreement. If actions to correct such substandard performance are not taken by the Subrecipient within a reasonable period of time after being so notified by the City, contract suspension or termination procedures may be initiated, in the sole discretion of the City. 9 EXHIBIT B COMPLIANCE PROVISIONS INCORPORATED IN THE SUBRECIPIENT AGREEMENT 1. An accounting system using the accrual basis of generally accepted accounting principles which accurately reflects all costs chargeable (paid and unpaid) to the Project is mandatory. A receipts and disbursements ledger must be maintained. A general ledger with an income and expense account for each budgeted line item is necessary. Paid invoices revealing check number, date paid and item is necessary. Similarly, cash receipts for the payment of wages is mandatory. Paid invoices revealing check number, date paid and evidence of goods or services received are to be filed per the expense account they were charged. The City must review and approve your account system and internal controls prior to the release of funds. 2. There is no flexibility on budgets. Line items may be changed only by the City's written concurrence of a budget amendment. 3. A log listing all long-distance telephone calls must be maintained (showing date, city and agency called, person making call and person called). 4. Eligible expenses are those considered reasonable and necessary costs for the efficient operation of the Project as determined by the City. All costs must be budgeted items. Request for advance or reimbursements of expenses must be accompanied by: 1. Original invoice marked with funding source 2. Detailed listing of each expense showing: a) recipient b) brief description of purchase c) amount with method of computation detailed Cost Summary must be submitted monthly to reflect entries through the closing date for the books(indicate Closing Date on Cost Summary). 5. All employees handling funds are required to be insured by a fidelity bond. 6. The City shall not be obligated to any third party contractors of the Subrecipient.The subrecipient is further cautioned against obligating funds beyond the contract date of the agreement between the City and the Subrecipient. 7. The Subrecipient will furnish the City such statements, records, data and information, and permit such interviews with personnel as the City may request to effectively monitor and evaluate the project. 8. City auditors will periodically make interim audits and may, upon completion of the Project,make a final audit. 9. All records must be retained by the Subrecipient for a period of three years following the last day of the Agreement. (Cost summary reports must reflect actual general ledger balances.) 10 EXHIBIT C CERTIFICATIONS Subrecipient hereby certifies that the grant will be conducted and administered in compliance with: (1) Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352; 42 U.S.C. 2000d, et sec.) and implementing regulations issued at 24 CFR Part 1; (2) Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-284; 42 U.S.C. 3601, et 5._Qq.), as amended; and that the grantee will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (3) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant thereto; (4) Section 3 of the Housing and Urban Development Act of 1968,as amended; (5) Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 CFR Chapter 60; (6) Executive Order 11063, as amended by Executive Orders 12259, and implementing regulations at 24 CFR Part 107; (7) Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published for effect; (8) The Age Discrimination in Employment Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect; (9) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,and the HUD implementing regulations set forth in 24 CFR Part 42; (10) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention, control and abatement of water pollution; (11) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub. L. 93-234); (12) The applicable regulations, policies, guidelines and requirements of OMB Circular Nos. A-102, Revised, 24 CFR 85 and Subpart J of 24 CFR 570, A-87, A-110, A-122, A-128 and A-133 as they relate to the acceptance and use of federal funds under this federally-assisted program; (13) The Clean Air Act (42 U.S.C. 7401 et. seq.) as amended; particularly section 176 (c) and (d) [42 U.S.C. 7506(c)and(d)]; (14) The Safe Drinking Water Act of 1974 (42 U.S.C. 201, 300 (f) et. seq., and 21 U.S.C. 349) as amended;particularly section 1424 (e)(42 U.S.C. 300(h)-303 (e)); (15) The Endangered Species Act of 1973 (16 U.S.C. 1531 et. seq.) as amended; including but not limited to section 7 (16 U.S.C. 1536)thereof; 11 (16) The Reservoir Salvage Act of 1960 916 U.S.C.469 et.seq.);particularly section 3 (16 U.S.C.469a- 1); as amended by the Archeological and Historical Preservation Act of 1974; (17) Flood Disaster Protection Act of 1973 (42 U.S.C. 4001 et. seq.) as amended; particularly sections 102(a) and 202(a) [42 U.S.C. 4012a(a)and 4106(a)]; (18) Executive order 11990,Protection of Wetlands, May 24, 1977 (42 FR 26961 et. Seq.);particularly sections 2 and 5; (19) Lead-Based Paint Poisoning Prevention requirements of 25 CFR Part 35 issued pursuant to the Lead-Based Paint Poisoning Prevention Act(42 U.S.C. 4821 et. seq.); (20) The National Historic Preservation Act of 1966 (16 U.S.C. 470 et seq.) as amended; particularly section 106 (16 U.S.C. 4700; and (21) Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 (36 FR 8921 et seq.);particularly section 2(c). (22) Construction work financed in whole or in part with federal funds is subject to the prevailing wage requirements of the Davis-Bacon Act(29 CFR, Parts 3 and 5), the Copeland Act(29 CFR Part 3), and the Contract Work Hours and Safety Standards Act (Public Law 91-54, 83 Stat. 96). When a project meets this applicability requirement, the labor standards provision of the HUD 4010 and the Davis-Bacon Wage Decision issued for the project will be incorporated into this contract document and shall be incorporated into all construction contracts and subcontracts of any tier thereunder. (23) No ARPA funds may be expended for lobbying purposes and payments from other sources for lobbying must be disclosed(24 CFR Part 87). (a) No federally appropriated funds have been or will be paid, by or on behalf of subrecipient,to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (b) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (24) Where asbestos is present in property undergoing rehabilitation, Federal requirements apply regarding worker exposure, abatement procedures and disposal. (CPD-90-44 EPA/OSHA). 12 EXHIBIT D COLORADO PUBLIC EMPLOYEES RETIREMENT ASSOCIATION SUPPLEMENTAL QUESTIONNAIRE TO BE ANSWERED BY ANY BUSINESS PERFORMING SERVICES FOR THE CITY OF PUEBLO Pursuant to section 24-51-1101(2),C.R.S.,salary or other compensation from the employment,engagement,retention or other use of a person receiving retirement benefits(Retiree)through the Colorado Public Employees Retirement Association(PERA) in an individual capacity or of any entity owned or operated by a PERA Retiree or an affiliated party by the City of Pueblo to perform any service as an employee,contract employee,consultant, independent contractor,or through other arrangements,is subject to employer contributions to PERA by the City of Pueblo. Therefore,as a condition of contracting for services with the City of Pueblo,this document must be completed,signed and returned to the City of Pueblo: a) Are you,or do you employ or engage in any capacity,including an independent contractor,a PERA Retiree who will perform any services for the City of Pueblo? Yes ,No b) If you answered"yes"to(a)above,please answer the following question: Are you an individual, sole proprietor or partnership, or a business or company owned or operated by a PERA Retiree or an affiliated party? Yes No If you answered"yes"please state which of the above entities best describes your business: c) If you answered"yes"to both(a)and(b),please provide the name,address and social security number of each such PERA Retiree. Name Name Address Address Social Security Number Social Security Number (If more than two,please attach a supplemental list) Failure to accurately complete,sign and return this document to the City of Pueblo may result in your being denied the privilege or doing business with the City of Pueblo. If you answered"yes"to both(a)and(b),you agree to reimburse the City of Pueblo for any employer contribution required to be paid by the City of Pueblo to PERA for salary or other compensation paid to you as a PERA Retiree or paid to any employee or independent contractor of yours who is a PERA Retiree performing services for the City of Pueblo. You further authorize the City of Pueblo to deduct and withhold all such contributions from any moneys due or payable to you by the City of Pueblo under any current or future contract or other arrangement for services between you and the City of Pueblo. Signed ,20 By: Name: Title: For purposes of responding to question(b) above, an"affiliated party" includes(1)any person who is the named beneficiary or co-beneficiary on the PERA account of the PERA Retiree; (2) any person who is a relative of the PERA Retiree by blood or adoption to and including parents, siblings, half-siblings, children, and grandchildren; (3) any person who is a relative of the PERA Retiree by marriage to and including spouse, spouse's parents, stepparents, stepchildren, stepsiblings, and spouse's siblings; and (4) any person or entity with whom the PERA Retiree has an agreement to share or otherwise profit from the performance of services for the City of Pueblo by the PERA Retiree other than the PERA Retiree's regular salary or compensation. 13 AMENDMENT TO SUBRECIPIENT AGREEMENT THIS AMENDMENT TO SUBRECIPIENT AGREEMENT("Amendment") is entered into this a9 day of July, 2022 between the City of Pueblo, a Colorado municipal corporation (hereinafter referred to as the "City") and the Southern Colorado Harm Reduction Association, a Colorado nonprofit corporation, hereinafter referred to as the "Subrecipient." City and Subrecipient are sometimes each referred to as a "Party" and collectively "Parties." WITNESSETH: WHEREAS, City and Subrecipient entered into that certain Subrecipient Agreement ("Agreement") dated November 22, 2021 which was approved by City Council on November 22, 2021 by Ordinance No. 10044. WHEREAS, Subrecipient desires to adjust its budget as it pertains to providing winter clothing to homeless individuals and persons using its services and the City agrees to the requested change. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Subrecipient agree as follows: 1. Contract Amendment. 1.1. Section A, Principal Tasks, of Exhibit A, Scope of Services, shall be and hereby is amended to read as follows: A. Principal Tasks 1. The Subrecipient will be responsible for administering the Project. The Subrecipient will administer all tasks encompassed in the aforesaid Project in compliance with all applicable federal, state and local rules and regulations governing the Project, in a manner satisfactory to the City. 2. The staff at Southern Colorado Harm Reduction Association (SCHRA) will purchase and distribute the cold weather items to the houseless community. This would include: beanies, gloves, socks, jackets, sleeping bags, tents and other necessary items. Items will be distributed to the homeless community from Subrecipient's location at 1249 E. Routt Ave. Pueblo, CO 81004 and through outreach and delivery. Distribution of the cold weather items will be tracked via an impact survey which will be conducted at the time of distribution. This information will be saved on a weekly edited excel spreadsheet which will be available for review by the City. 1 3. The aggregate of all payments made hereunder shall not exceed Ten Thousand Dollars (U.S. $10,000.00). The grant funds shall be available to be distributed in a lump sum on December 1, 2021. Thereafter, Subrecipient shall provide the City with quarterly reports itemizing how the grant funds were spent and for whose benefit until all grant funds have been exhausted or the end of the Project or the termination of this Agreement, whichever first occurs. 4. Changes in the scope of services, budget, or method of compensation contained in this Agreement, unless otherwise noted, may only be made through a written amendment to this Agreement, executed by the Subrecipient and the City. 1.2. Section 4 of the Subrecipient Agreement shall be and hereby is amended to read as follows: 4. TERM OF PROJECT AND AGREEMENT (a) The term of the Project shall be from December 1, 2021 to December 31, 2024 unless this Agreement is sooner terminated as herein provided. (b) The term of this Agreement shall be from November 22, 2021 to December 31, 2024 unless sooner terminated as herein provided. 2. Ratification of Prior Agreement. The original Subrecipient Agreement entered into by the Parties on or about November 22, 2021, is incorporated herein by this reference, is hereby ratified and shall remain in full force and effect, except as amended by this Amendment. 3. Authority of Mayor. The Mayor executes this Amendment pursuant to authority granted him by P.M.C. 1-5-2 (2)(f). Executed at Pueblo, Colorado, the day and year first above written. ATTEST: CITY OF PUEBLO A COLORADO MUNICIPAL CORPORATION Ste, By •K� City Cle Nicholas A Gradis r, Mayor 2 [S E A L] Subrecipient: SOUTHERN COLORADO HARM REDUCTION ASSN., A COLORADO NONPROFIT CORPORATION ATTEST: By By . '! , , A _ Signature Sign Ire Name Name SActn3 Title Title \ u C--:eV 3 SUBRECIPIENT AGREEMENT THIS SUBRECIPIENT AGREEMENT ("Agreement") is made and entered into this 22nd day of November 2021, by and between the City of Pueblo, a Colorado municipal corporation, hereinafter referred to as the"City" and the Pueblo Poverty Foundation, a Colorado nonprofit corporation, hereinafter referred to as the "Subrecipient." City and Subrecipient are sometimes each referred to as a "Party" and collectively "Parties." RECITALS The following recitals are incorporated in and made a part of this Agreement. WHEREAS, on March 11, 2021, President Biden signed the U.S. Senate-amended H.R. 1319 (P.L. 117-2) known as the American Rescue Plan Act (hereinafter"ARPA"); and WHEREAS, on May 10, 2021,the U.S.Treasury issued the Interim Final Rule to implement ARPA in Title 31, Part 35 of the Code of Federal Regulations ("CFR"); and WHEREAS, under ARPA Section 603 (c)(1)(A) and (3) and the Interim Final Rule 31 CFR 35.6(b)(7) recipients may use Coronavirus Local Fiscal Recovery ("CLFR") Funds to award grants to nonprofit organizations that are responding to the negative economic impacts of the COVID-19 public health emergency; and WHEREAS, under ARPA Section 603 (c)(1)(A) and the Interim Final Rule 31 CFR 35.6(b)(7) and (12) recipients may provide CLFR Funds to programs or services to disproportionately impacted communities; and WHEREAS, by Ordinance No. 9931, approved on May 17, 2021, the City Council established Project No. CI-2113 and budgeted and appropriated up to $36.7 million in funds which were expected to be distributed to the City from ARPA for covered costs and eligible expenses to be incurred during the period which began on March 3, 2021 until December 31, 2024 (to be expended by December 31, 2026); and WHEREAS, more than 90% of the residents of the City's Bessemer neighborhood live below the poverty level; and WHEREAS, the Subrecipient was created to encourage and motivate school aged children in the Bessemer community to work hard and achieve success in academics. Working with the faculty of the elementary schools located in the Bessemer area, the Subrecipient oversees the annual Vocabulary Challenge program which is designed to encourage students to expand their vocabularies in an environment of friendly competition; and WHEREAS, studies have shown that enlarging a child's vocabulary increases the child's self- esteem which leads to better academic performance and better mental health, thereby increasing the likelihood of success in life and breaking the cycle of inter-generational poverty; and WHEREAS, students who increase their vocabularies by more than 800 words receive a prize at Subrecipient's annual Holiday Celebration and also receive, in early Summer, an all expenses paid trip to Elitches Amusement Park in Denver; and 1 WHEREAS, the negative economic impacts of the COVID-19 pandemic fell hardest on the families in the Bessemer neighborhood who were already experiencing the hardships of poverty and a lack of access to quality healthcare and quality childcare; and WHEREAS, at no time of year are food insecurity and mental distress experienced more acutely by the residents of a poverty-stricken community like Bessemer, than during the holiday season. Approximately a decade ago, the late Ray Aguilera, a Bessemer native who went on to become his neighborhood's representative on the Pueblo City Council, started the Bessemer Holiday Celebration. This annual event brings joy and hope to the school children and families of the Bessemer area and allows them to receive necessary food for the holiday season. During the past decade, thousands of Bessemer families participated in the event and received tens of thousands of pounds of food for the holiday season; and WHEREAS, Subrecipient has requested that the City use CLRF Funds for the purpose of hosting and administering the 2021 Bessemer Holiday Celebration (hereinafter"Project"); and WHEREAS, the City desires to disburse funds from Project No. CI-2113 to the Subrecipient to administer the Project and perform certain services in connection therewith as set forth in this Agreement and in the Scope of Services attached hereto; and WHEREAS, Subrecipient has represented to the City that is duly qualified, eligible and willing to undertake the Project and provide the services identified herein and in the Scope of Services attached hereto. NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions set forth herein, the Parties hereto mutually agree as follows: 1. SCOPE OF SERVICES; RESPONSIBILITIES OF SUBRECIPIENT (a) Subrecipient agrees to satisfactorily perform and complete all services and items of work, and furnish all labor and materials encompassed within or reasonably necessary to accomplish the tasks and functions described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference, in full compliance with all provisions of this Agreement. (b) Subrecipient warrants and represents that it: (i) has the requisite authority and capacity to perform all terms and conditions on Subrecipient's part to be performed hereunder; (ii)that it is duly organized as a non-profit organization under state law and is in good standing with the Secretary of State of Colorado; (iii) that it is a nonprofit organization exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code; (iv) that it is fully aware of and understands its duty to perform all functions and services in accordance with the regulatory requirements of 31 CFR Part 35 and those identified in Exhibit "C" hereto; and (iv) that it is accepting federal financial assistance hereunder subject to certain mandatory repayment provisions. 2. RESPONSIBILITIES OF THE CITY The City shall designate a representative of the City who will be authorized to make all necessary decisions required of the City on behalf of the City in connection with the performance of this Agreement and the disbursement of funds in connection with the Project. In the absence of such a designation, the City Mayor shall be deemed as City's authorized representative. 2 3. SUBRECIPIENT'S COMPENSATION AND METHOD OF PAYMENT (a) The City will pay to Subrecipient an amount up to that specified in subparagraph (c) of this paragraph as full compensation for all services and work to be performed or undertaken by Subrecipient under this Agreement. Payment of funds to Subrecipient is subject to all of the following requirements, which shall be conditions precedent to payment: (i) that Subrecipient has expended funds for eligible approved expenditures, (ii) that Subrecipient is not in default of any material provision of this Agreement nor applicable law or regulation, (iii) that Subrecipient has timely submitted requests for payment or reimbursement detailing the eligible payment or reimbursement items in a format approved by City, (iv) that Subrecipient has certified with each payment or reimbursement request compliance with the requirements identified in Exhibit "C" and that all expenditures for which reimbursement is sought were made for and in furtherance of the approved Project and are an eligible use of federal assistance under ARPA and federal regulations. (b) Payment hereunder is also subject to and may only be disbursed in accordance with applicable Federal regulations including but not limited to those at 31 CFR Part 35, as presently promulgated and as same may be revised from time to time in the future, all other terms of this Agreement, and any special provisions in the Scope of Services. All payments received by Subrecipient hereunder are subject to repayment by Subrecipient as provided in 31 CFR Part 35. (c) The aggregate of all payments made hereunder shall not exceed Fifty-Seven Thousand Dollars (U.S. $57,000.00). The grant funds shall be available to be distributed in a lump sum on December 1, 2021. Thereafter, Subrecipient shall provide the City with quarterly reports itemizing how the grant funds were spent and for whose benefit. (d) Upon expiration of the term of this Agreement or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. 4. TERM OF PROJECT AND AGREEMENT (a) The term of the Project shall be from December 1, 2021 to November 30, 2022 unless this Agreement is sooner terminated as herein provided. (b) The term of this Agreement shall be from November 22, 2021 to December 31, 2022 unless sooner terminated as herein provided. 5. TERMINATION OF AGREEMENT (a) For Cause: This Agreement may be terminated by City for cause, including any nonperformance by the Subrecipient, upon ten (10) days written notice to Subrecipient including a statement of the reasons therefore, and after an opportunity for a hearing has been afforded. If a hearing is requested, it shall be held before the City's Mayor whose decision shall be final. The determination of the City as to the cause of termination and the appropriateness thereof shall be final and binding upon both City 3 and Subrecipient. Cause for termination shall include any material failure by Subrecipient to comply with any term of this Agreement. (b) For Convenience: This Agreement may be terminated by City for convenience upon ten (10) days written notice to Subrecipient, which decision shall not be subject to appeal. (c) Post Expiration and Termination Procedures: Upon expiration or in the event of a prior termination, all remaining and unspent grant funds, shall immediately become the sole and separate property of the City and the Subrecipient shall perform all acts and execute all instruments necessary to transfer and assign such funds to the City. All finished or unfinished documents, data, studies, reports, and work product prepared by the Subrecipient under this Agreement or with grant funds shall, at the option of the City, become City's property. 6. ASSIGNABILITY This Agreement shall not be assigned or transferred by the Subrecipient without the prior written consent of the City. Any assignment or attempted assignment made in violation of this provision shall, at City's election, be deemed void and of no effect whatsoever. 7. CONFLICT OF INTEREST The Subrecipient certifies and warrants that neither it nor any members of its Board of Directors, officers or employees has or will derive any personal or financial interest or benefit from the activity or activities assisted pursuant to this Agreement, nor has an interest in any contract, subcontract or agreement with respect thereunto, nor the proceeds thereunder, either for themselves or for those with whom they have family or business ties, during their tenure and for one year thereafter. Subrecipient shall avoid all conflicts of interest which are prohibited by applicable federal regulations including but not limited to those set forth in 31 CFR Part 35 as presently promulgated and as same may be revised from time to time in the future. 8. SUBRECIPIENT RECORDS Subrecipient shall maintain records as to all services provided, reimbursable expenses incurred in performing the Scope of Services and complete accounting records. Accounting records shall be kept on a generally recognized accounting basis and as requested by the City's auditor. The Subrecipient agrees to comply with all applicable uniform administrative requirements described or referenced in 31 CFR 35. The Compliance Provisions attached as Exhibit "B" hereto are made a part of this Agreement and Subrecipient agrees to perform and comply with same. The City, Comptroller General of the United States, the Inspector General of the U.S. Treasury and any of their authorized representatives, shall have the right to inspect and copy, during reasonable business hours, all books, documents, papers and records of the Subrecipient which relate to this Agreement for making an audit or examination. Upon completion of the work and end of the term of this Agreement, the City may require copies of all Subrecipient's financial records relating to this Agreement to be turned over to City. 9. MONITORING AND EVALUATION The City shall have the right to monitor and evaluate the progress and performance of the Subrecipient to assure that the terms of this Agreement are being satisfactorily fulfilled in accordance with City's and other applicable monitoring and evaluation criteria and standards. The City shall at least 4 quarterly review the Subrecipient's performance using on-site visits, progress reports required to be submitted by the Subrecipient, audit findings, disbursements transactions and contact with the Subrecipient as necessary. The Subrecipient shall furnish to the City quarterly program and financial reports of its activities in such form and manner as may be requested by the City. Subrecipients shall fully cooperate with City in relation to such monitoring and evaluation. 10. SUBRECIPIENT FILES AND INFORMATION REPORTS The Subrecipient shall maintain files containing information which shall clearly document all activities performed in conjunction with this Agreement, including, but not limited to, financial transactions, conformance with assurances and activity reports. These records shall be retained by the Subrecipient for a period of three years after the completion of the Project. Financial and activity reports shall be submitted quarterly no later than the ninth (9th) day of the month following the end of the quarter for which the report is submitted. 11. INDEPENDENCE OF SUBRECIPIENT Nothing herein contained nor the relationship of Subrecipient to City, which relationship is expressly declared to be that of an independent contractor, shall make or be construed to make Subrecipient or any of Subrecipient's agents or employees the agents or employees of the City. Subrecipient shall be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors. 12. CERTIFICATIONS The Subrecipient agrees to execute and abide by the certifications contained in Exhibit"C" hereto, and Subrecipient's application for ARPA funds, both of which are hereby made a part of this Agreement. In the event of any conflict between the terms of this Agreement and Subrecipient's Application, this Agreement shall control. 13. REVERSION OF ASSETS (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. (b) In the event City incurs any costs or expenses in enforcing the requirements of this paragraph 14 or in bringing any action to recover the property or amount of any repayment obligation, City shall be entitled to recover its costs and expenses, including reasonable attorney's fees. 14. PERA LIABILITY The Subrecipient shall reimburse the City for the full amount of any employer contribution required to be paid by the City of Pueblo to the Public Employees' Retirement Association ("PERA") for salary or other compensation paid to a PERA retiree performing contracted services for the City under this Agreement. The Subrecipient shall fill out the questionnaire attached as Exhibit D and submit the completed form to City's Finance Office as part of the signed Agreement. 15. NO LIABILITY TO THIRD PARTIES 5 The provisions of this Agreement are for the benefit of City and Subrecipient only and no third party shall have any right or remedy hereunder or the right to enforce any provisions of this Agreement. 16. NOTICES Any notice required or permitted to be given or delivered under this Agreement shall be in writing and shall be given by personal delivery, or by registered or certified mail, postage prepaid using the United States Postal Service or by reputable national overnight courier service: (a) if to City: City of Pueblo Attn: Mayor One City Hall Place, Second Floor Pueblo, CO 81003 with a copy to: City Attorney: 1 City Hall Place, Third Floor Pueblo, CO 81003 (b) If to Subrecipient: Pueblo Poverty Foundation c/o Andrea Aragon 4802 Indigo Court Pueblo, CO 81001 or to such other person or address as either Party shall specify in written notice given to the other Party pursuant to the provisions of this Section 14. Any notice shall be deemed delivered on the day on which personal delivery is made or three (3) days after deposit in the mail in the case of registered or certified mail, or one (1) business day after deposit with a reputable national overnight courier service. 17. GOVERNING LAW This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado without regard to conflict of law principles. 18. TIME OF THE ESSENCE Time is of the essence hereof. This Agreement. shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, provided Subrecipient may not assign this Agreement or any interest herein without the express written consent of the City. 19. LITIGATION AND VENUE In the event of any litigation arising under this Agreement, the court shall award to the prevailing Party its costs and reasonable attorney fees. Exclusive venue for any such litigation shall be Pueblo County, Colorado. All such litigation shall be filed in the District Court, County of Pueblo, State of 6 Colorado and each Party submits to the personal and subject matter jurisdiction of such District Court. To the fullest extent permitted by law, the Parties hereby waive their right to a trial by jury. 20. WAIVER OF MONETARY CLAIMS AGAINST THE CITY In no event shall City, its officers, agents or employees be liable to Subrecipient for damages, including without limitation, compensatory, punitive, indirect, special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the failure or delay of City in the performance of any covenant or provision under this Agreement on City's part to be performed. In consideration of City entering into this Agreement, Subrecipient hereby waives and discharges City, its officers, agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Subrecipient's obligations under this Agreement. In the event of a breach of this Agreement by the City, Subrecipient's sole and exclusive remedy shall be to bring an equitable action for specific performance in the District Court of Pueblo County, Colorado. Such violations may be restrained or such obligations enforced by injunction at the instance and request of the Subrecipient without the showing of any special damages or an inadequate remedy at law. 21. RULES OF CONSTRUCTION (a) f any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. (b) Each Party acknowledges that this Agreement was fully negotiated by the Parties and, therefore, no provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. 22. INDEMNIFICATION Subrecipient shall defend, indemnify and save harmless the City and its agents and employees against all costs (including, without limitation, reasonable attorneys' fees), damages or claims of every kind or nature, whether sounding in tort or contract or statute, for personal injury, bodily injury or property damage or contractual or statutory damages, resulting from the operation of Subrecipient's business or resulting from, growing out of, or in any way connected with or incident to Subrecipient's performance of this Agreement. No term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protections provided to City under the Colorado Governmental Immunity Act. 23. ENTIRE AGREEMENT; AMENDMENTS The provisions set forth in this Agreement, and all Exhibits and attachments to this Agreement, constitute the entire and complete agreement of the parties hereto and supersede all prior written and oral agreements, understandings or representations related thereto. No amendment or modification of this Agreement, and no waiver of any provisions of this Agreement shall be binding unless made in writing and executed by the duly authorized officers of both the Subrecipient and City. 24. SIGNATURES The persons signing this Agreement on behalf of Subrecipient represent and warrant that such persons and Subrecipient have the requisite power and authority to enter, execute and deliver this 7 Agreement and that this Agreement is a valid and legally binding obligation of Subrecipient enforceable against Subrecipient in accordance with its terms. 25. COUNTERPARTS This Agreement may be executed in two(2)or more counterparts and each such counterpart shall be deemed for all purposes to be an original and all such counterparts shall together constitute but one and the same original. IN WITNESS, WHEREOF, the Subrecipient and the City have executed this Agreement as of the date first above written and under the laws of the State of Colorado. ATTEST: CITY OF PUEBLO A COLORADO MUNICIPAL CORPORATION By . City Cler Nicholas A Gradisar, ayor [ SEAL] Subrecipient: PUEBLO POVERTY FOUNDATION A COLORADO NONPROFIT CORPORATION ATTEST: By By . _ /,'/ I •_►/,r_ �I Signature Signat Name Name 4JThCKL f . s I .rte Title Title `F-'` S I( E' + 8 EXHIBIT A SCOPE OF SERVICES A. Principal Tasks The Subrecipient will be responsible for administering the Project. The Subrecipient will administer all tasks encompassed in the aforesaid Project in compliance with all applicable federal, state and local rules and regulations governing the Project, in a manner satisfactory to the City. The components of Subrecipient's workplan shall consist of hosting and administering the 2021 Bessemer Holiday Celebration under the following guidelines: • The event shall be held at the Colorado State Fairgrounds; • For the health and safety of participants during the ongoing COVID-19 pandemic, the event shall use a drive-through format; • There shall be no fewer than 6 drive-through stations for the distribution of items; • Subrecipient shall distribute holiday appropriate food items (e.g. turkeys, hams, tamales, poticas, pizzas, etc.); • Subrecipient shall distribute appropriate school age books and educational toys; • Subrecipient shall offer COVID-19 vaccines and flu vaccines free of charge to paricipants • Subrecipient shall solicit donations and volunteers for the event. The aggregate of all payments made hereunder shall not exceed Fifty-Seven Thousand Dollars (U.S. $57,000.00). The grant funds shall be available to be distributed in a lump sum on December 1, 2021. Thereafter, Subrecipient shall provide the City with quarterly reports itemizing how the grant funds were spent and for whose benefit until all grant funds have been exhausted or the end of the Project or the termination of this Agreement, whichever first occurs. Changes in the scope of services, budget, or method of compensation contained in this Agreement, unless otherwise noted, may only be made through a written amendment to this Agreement, executed by the Subrecipient and the City. B. Performance Monitoring: The City will monitor the performance of the Subrecipient according to the Principal Tasks and Budget set forth herein. Substandard performance shall mean non-compliance with this Agreement. If actions to correct such substandard performance are not taken by the Subrecipient within a reasonable period of time after being so notified by the City, contract suspension or termination procedures may be initiated, in the sole discretion of the City. 9 EXHIBIT B COMPLIANCE PROVISIONS INCORPORATED IN THE SUBRECIPIENT AGREEMENT 1. An accounting system using the accrual basis of generally accepted accounting principles which accurately reflects all costs chargeable (paid and unpaid) to the Project is mandatory. A receipts and disbursements ledger must be maintained. A general ledger with an income and expense account for each budgeted line item is necessary. Paid invoices revealing check number, date paid and item is necessary. Similarly, cash receipts for the payment of wages is mandatory. Paid invoices revealing check number, date paid and evidence of goods or services received are to be filed per the expense account they were charged. The City must review and approve your account system and internal controls prior to the release of funds. 2. There is no flexibility on budgets. Line items may be changed only by the City's written concurrence of a budget amendment. 3. A log listing all long-distance telephone calls must be maintained (showing date, city and agency called, person making call and person called). 4. Eligible expenses are those considered reasonable and necessary costs for the efficient operation of the Project as determined by the City. All costs must be budgeted items. Request for advance or reimbursements of expenses must be accompanied by: 1. Original invoice marked with funding source 2. Detailed listing of each expense showing: a) recipient b) brief description of purchase c) amount with method of computation detailed Cost Summary must be submitted monthly to reflect entries through the closing date for the books(indicate Closing Date on Cost Summary). 5. All employees handling funds are required to be insured by a fidelity bond. 6. The City shall not be obligated to any third party contractors of the Subrecipient.The subrecipient is further cautioned against obligating funds beyond the contract date of the agreement between the City and the Subrecipient. 7. The Subrecipient will furnish the City such statements, records, data and information, and permit such interviews with personnel as the City may request to effectively monitor and evaluate the project. 8. City auditors will periodically make interim audits and may, upon completion of the Project, make a final audit. 9. All records must be retained by the Subrecipient for a period of three years following the last day of the Agreement. (Cost summary reports must reflect actual general ledger balances.) 10 EXHIBIT C CERTIFICATIONS Subrecipient hereby certifies that the grant will be conducted and administered in compliance with: (1) Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352; 42 U.S.C. 2000d, et sec.) and implementing regulations issued at 24 CFR Part 1; (2) Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-284; 42 U.S.C. 3601, et seq.), as amended; and that the grantee will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (3) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant thereto; (4) Section 3 of the Housing and Urban Development Act of 1968,as amended; (5) Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 CFR Chapter 60; (6) Executive Order 11063, as amended by Executive Orders 12259, and implementing regulations at 24 CFR Part 107; (7) Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published for effect; (8) The Age Discrimination in Employment Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect; (9) The relocation requirements of Title II and the acquisition requirements of Title 111 of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and the HUD implementing regulations set forth in 24 CFR Part 42; (10) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention,control and abatement of water pollution; (11) The flood insurance purchase requirements of Section 102(a)of the Flood Disaster Protection Act of 1973 (Pub. L. 93-234); (12) The applicable regulations, policies, guidelines and requirements of OMB Circular Nos. A-102, Revised, 24 CFR 85 and Subpart J of 24 CFR 570, A-87, A-110, A-122, A-128 and A-133 as they relate to the acceptance and use of federal funds under this federally-assisted program; (13) The Clean Air Act (42 U.S.C. 7401 et.seq.) as amended; particularly section 176 (c) and (d) [42 U.S.C. 7506(c)and(d)]; (14) The Safe Drinking Water Act of 1974 (42 U.S.C. 201, 300 (f) et.seq., and 21 U.S.C. 349) as amended; particularly section 1424(e)(42 U.S.C. 300(h)-303 (e)); (15) The Endangered Species Act of 1973 (16 U.S.C. 1531 et. Seq.) as amended; including but not limited to section 7 (16 U.S.C. 1536)thereof; 11 (16) The Reservoir Salvage Act of 1960 916 U.S.C.469 et.seq.);particularly section 3 (16 U.S.C.469a- 1);as amended by the Archeological and Historical Preservation Act of 1974; (17) Flood Disaster Protection Act of 1973 (42 U.S.C. 4001 et.seq.) as amended; particularly sections 102(a)and 202(a) [42 U.S.C.4012a(a)and 4106(a)]; (18) Executive order 11990, Protection of Wetlands,May 24, 1977(42 FR 26961 et. Seq.); particularly sections 2 and 5; (19) Lead-Based Paint Poisoning Prevention requirements of 25 CFR Part 35 issued pursuant to the Lead-Based Paint Poisoning Prevention Act(42 U.S.C. 4821 et.seq.); (20) The National Historic Preservation Act of 1966 (16 U.S.C. 470 et seq.) as amended; particularly section 106 (16 U.S.C. 4700;and (21) Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 (36 FR 8921 et seq.);particularly section 2(c). (22) Construction work financed in whole or in part with federal funds is subject to the prevailing wage requirements of the Davis-Bacon Act(29 CFR, Parts 3 and 5),the Copeland Act(29 CFR Part 3), and the Contract Work Hours and Safety Standards Act (Public Law 91-54, 83 Stat. 96). When a project meets this applicability requirement, the labor standards provision of the HUD 4010 and the Davis-Bacon Wage Decision issued for the project will be incorporated into this contract document and shall be incorporated into all construction contracts and subcontracts of any tier thereunder. (23) No ARPA funds may be expended for lobbying purposes and payments from other sources for lobbying must be disclosed(24 CFR Part 87). (a) No federally appropriated funds have been or will be paid, by or on behalf of subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant,the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (b) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (24) Where asbestos is present in property undergoing rehabilitation, Federal requirements apply regarding worker exposure, abatement procedures and disposal. (CPD-90-44 EPA/OSHA). 12 EXHIBIT D COLORADO PUBLIC EMPLOYEES RETIREMENT ASSOCIATION SUPPLEMENTAL QUESTIONNAIRE TO BE ANSWERED BY ANY BUSINESS PERFORMING SERVICES FOR THE CITY OF PUEBLO Pursuant to section 24-51-1101(2),C.R.S.,salary or other compensation from the employment,engagement,retention or other use of a person receiving retirement benefits(Retiree)through the Colorado Public Employees Retirement Association(PERA) in an individual capacity or of any entity owned or operated by a PERA Retiree or an affiliated party by the City of Pueblo to perform any service as an employee,contract employee,consultant,independent contractor,or through other arrangements, is subject to employer contributions to PERA by the City of Pueblo. Therefore, as a condition of contracting for services with the City of Pueblo,this document must be completed,signed and returned to the City of Pueblo: a) Are you,or do you employ or engage in any capacity,includingan independent contractor,a PERA Retiree who will perform any services for the City of Pueblo? Yes ,No V. b) If you answered"yes"to(a)above,please answer the following question: Are you an individual,sole proprietor or partnership, or a business or company owned or operated by a PERA Retiree or an affiliated party? Yes No . If you answered"yes"please state which of the above entities best describes your business: c) If you answered"yes"to both(a)and(b),please provide the name,address and social security number of each such PERA Retiree. Name Name Address Address Social Security Number Social Security Number (If more than two,please attach a supplemental list) Failure to accurately complete,sign and return this document to the City of Pueblo may result in your being denied the privilege or doing business with the City of Pueblo. If you answered"yes"to both(a)and(b),you agree to reimburse the City of Pueblo for any employer contribution required to be paid by the City of Pueblo to PERA for salary or other compensation paid to you as a PERA Retiree or paid to any employee or independent contractor of yours who is a PERA Retiree performing services for the City of Pueblo. You further authorize the City of Pueblo to deduct and withhold all such contributions from any moneys due or payable to you by the City of Pueblo under any current or future contract or other arrangement for services between you and the City of Pueblo. Signed , r I,I I '• to '•at. 202 1 . No1-_- t(v Z.®z i y : 021, Q (nor, 1 Name: PtiCrti I I fY)CCr--.) Title: ?( j e .n1 For purposes of responding to question (b)above, an "affiliated party" includes (1)any person who is the named beneficiary or co-beneficiary on the PERA account of the PERA Retiree;(2)any person who is a relative of the PERA Retiree by blood or adoption to and including parents, siblings, half-siblings, children, and grandchildren; (3) any person who is a relative of the PERA Retiree by marriage to and including spouse, spouse's parents, stepparents, stepchildren, stepsiblings, and spouse's siblings; and (4) any person or entity with whom the PERA Retiree has an agreement to share or otherwise profit from the performance of services for the City of Pueblo by the PERA Retiree other than the PERA Retiree's regular salary or compensation. 13 SUBRECIPIENT AGREEMENT THIS SUBRECIPIENT AGREEMENT ("Agreement") is made and entered into this 22nd day of November 2021, by and between the City of Pueblo, a Colorado municipal corporation, hereinafter referred to as the "City"and Paul Montoya, Sr. individually and as Pastor of the Martin Luther King, Jr. Church, a religious institution, hereinafter referred to as the "Subrecipient." City and Subrecipient are sometimes each referred to as a "Party" and collectively"Parties." RECITALS The following recitals are incorporated in and made a part of this Agreement. WHEREAS, on March 11, 2021, President Biden signed the U.S. Senate-amended H.R. 1319 (P.L. 117-2) known as the American Rescue Plan Act (hereinafter"ARPA"); and WHEREAS,on May 10, 2021, the U.S.Treasury issued the Interim Final Rule to implement ARPA in Title 31, Part 35 of the Code of Federal Regulations ("CFR");and WHEREAS, under ARPA Section 603 (c)(1)(A) and (3) and the Interim Final Rule 31 CFR 35.6(b)(7) recipients may use Coronavirus Local Fiscal Recovery ("CLFR") Funds to award grants to nonprofit organizations that are responding to the negative economic impacts of the COVID-19 public health emergency; and WHEREAS, under ARPA Section 603 (c)(1)(A)and the Interim Final Rule 31 CFR 35.6(b)(7) and (12) recipients may provide CLFR Funds to programs or services to disproportionately impacted communities; and WHEREAS, by Ordinance No. 9931, approved on May 17, 2021, the City Council established Project No.CI-2113 and budgeted and appropriated up to $36.7 million in funds which were expected to be distributed to the City from ARPA for covered costs and eligible expenses to be incurred during the period which began on March 3, 2021 until December 31, 2024 (to be expended by December31, 2026); and WHEREAS, extreme cold temperatures pose significant dangers to the health of the City's homeless persons;and WHEREAS,appropriate warming shelters are necessary to protect their health against freezing temperatures when they are outdoors at night. WHEREAS, on November 22, 2021, City Council will consider a proposed Ordinance which authorizes the Mayor,when temperatures reach dangerous levels between December 1st and March 31st of each year, to declare temporary housing and shelter emergencies for the City's homeless residents and also allows buildings utilized by the City's churches, synagogues, mosques, temples and other religious institutions to be used as temporary warming shelters for the City's homeless population during such temporary emergencies.The City's Zoning and Building Code ordinances and regulations in conflict with such use will be temporarily suspended during such temporary emergencies; and WHEREAS, Subrecipient has requested that the City use CLRF Funds for the purpose of Subrecipient's operation of a temporary homeless shelter when temporary housing and shelter emergencies are declared by the Mayor (hereinafter"Project");and 1 WHEREAS,the City desires to disburse funds from Project No. CI-2113 to the Subrecipient to administer the Project and perform certain services in connection therewith as set forth in this Agreement and in the Scope of Services attached hereto; and WHEREAS, Subrecipient has represented to the City that is duly qualified, eligible and willing to undertake the Project and provide the services identified herein and in the Scope of Services attached hereto. NOW,THEREFORE, in consideration of the foregoing recitals and the terms and conditions set forth herein, the Parties hereto mutually agree as follows: 1. SCOPE OF SERVICES; RESPONSIBILITIES OF SUBRECIPIENT (a) Subrecipient agrees to satisfactorily perform and complete all services and items of work, and furnish all labor and materials encompassed within or reasonably necessary to accomplish the tasks and functions described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference, in full compliance with all provisions of this Agreement. (b) Subrecipient warrants and represents that it: (i) has the requisite authority and capacity to perform all terms and conditions on Subrecipient's part to be performed hereunder; (ii)that it is duly organized as a non-profit organization under state law and is in good standing with the Secretary of State of Colorado; (iii)that it is a nonprofit organization exempt from Federal income taxation under Section 501(c)(3)of the Internal Revenue Code; (iv)that it is fully aware of and understands its duty to perform all functions and services in accordance with the regulatory requirements of 31 CFR Part 35 and those identified in Exhibit "C" hereto; and (iv) that it is accepting federal financial assistance hereunder subject to certain mandatory repayment provisions. 2. RESPONSIBILITIES OF THE CITY The City shall designate a representative of the City who will be authorized to make all necessary decisions required of the City on behalf of the City in connection with the performance of this Agreement and the disbursement of funds in connection with the Project. In the absence of such a designation, the City Mayor shall be deemed as City's authorized representative. 3. SUBRECIPIENT'S COMPENSATION AND METHOD OF PAYMENT (a) The City will pay to Subrecipient an amount up to that specified in subparagraph (c) of this paragraph as full compensation for all services and work to be performed or undertaken by Subrecipient under this Agreement. Payment of funds to Subrecipient is subject to all of the following requirements, which shall be conditions precedent to payment:(i) that Subrecipient has expended funds for eligible approved expenditures, (ii) that Subrecipient is not in default of any material provision of this Agreement nor applicable law or regulation, (iii) that Subrecipient has timely submitted requests for payment or reimbursement detailing the eligible payment or reimbursement items in a format approved by City, (iv)that Subrecipient has certified with each payment or reimbursement request compliance with the requirements identified in Exhibit"C"and that all expenditures for which reimbursement is sought were made for and in furtherance of the approved Project and are an eligible use of federal assistance under ARPA and federal regulations. 2 (b) Payment hereunder is also subject to and may only be disbursed in accordance with applicable Federal regulations including but not limited to those at 31 CFR Part 35, as presently promulgated and as same may be revised from time to time in the future, all other terms of this Agreement, and any special provisions in the Scope of Services. All payments received by Subrecipient hereunder are subject to repayment by Subrecipient as provided in 31 CFR Part 35. (c) The aggregate of all payments made hereunder shall not exceed Twenty-Five Thousand Dollars (U.S. $25,000.00). $5,000 of grant funds shall be available to be distributed in a lump sum on December 1, 2021 for the purchase of mats, blankets, sleeping bags and COVID-19 PPE. Subrecipient shall provide the City with receipts itemizing how the $5,000 in grant funds were spent. Thereafter, Subrecipient shall provide the City with pay applications and draw packages generally corresponding to the following amounts: Item Amount Additional mats, blankets, sleeping bags Up to and COVID-19 PPE $5,000.00 Reimbursement of shelter expenses up to Up to 10 nights @ $1,500.00 per night $15,000.00 Total Up to $20,000.00 (d) Upon expiration of the term of this Agreement or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. 4. TERM OF PROJECT AND AGREEMENT (a) The term of the Project shall be from December 1,2021 to March 31, 2022 unless this Agreement is sooner terminated as herein provided. (b) The term of this Agreement shall be from November 22, 2021 to March 31, 2022 unless sooner terminated as herein provided. 5. TERMINATION OF AGREEMENT (a) For Cause: This Agreement may be terminated by City for cause, including any nonperformance by the Subrecipient, upon ten (10) days written notice to Subrecipient including a statement of the reasons therefore, and after an opportunity for a hearing has been afforded. If a hearing is requested, it shall be held before the City's Mayor whose decision shall be final. The determination of the City as to the cause of termination and the appropriateness thereof shall be final and binding upon both City and Subrecipient. Cause for termination shall include any material failure by Subrecipient to comply with any term of this Agreement. (b) For Convenience: This Agreement may be terminated by City for convenience upon ten (10) days written notice to Subrecipient, which decision shall not be subject to appeal. 3 (c) Post Expiration and Termination Procedures: Upon expiration or in the event of a prior termination, all remaining and unspent grant funds, shall immediately become the sole and separate property of the City and the Subrecipient shall perform all acts and execute all instruments necessary to transfer and assign such funds to the City. All finished or unfinished documents, data, studies, reports, and work product prepared by the Subrecipient under this Agreement or with grant funds shall, at the option of the City, become City's property. 6. ASSIGNABILITY This Agreement shall not be assigned or transferred by the Subrecipient without the prior written consent of the City. Any assignment or attempted assignment made in violation of this provision shall, at City's election, be deemed void and of no effect whatsoever. 7. CONFLICT OF.INTEREST The Subrecipient certifies and warrants that neither it nor any members of its Board of Directors, officers or employees has or will derive any personal or financial interest or benefit from the activity or activities assisted pursuant to this Agreement, nor has an interest in any contract, subcontract or agreement with respect thereunto, nor the proceeds thereunder, either for themselves or for those with whom they have family or business ties, during their tenure and for one year thereafter. Subrecipient shall avoid all conflicts of interest which are prohibited by applicable federal regulations including but not limited to those set forth in 31 CFR Part 35 as presently promulgated and as same may be revised from time to time in the future. 8. SUBRECIPIENT RECORDS Subrecipient shall maintain records as to all services provided, reimbursable expenses incurred in performing the Scope of Services and complete accounting records. Accounting records shall be kept on a generally recognized accounting basis and as requested by the City's auditor. The Subrecipient agrees to comply with all applicable uniform administrative requirements described or referenced in 31 CFR 35. The Compliance Provisions attached as Exhibit"B" hereto are made a part of this Agreement and Subrecipient agrees to perform and comply with same. The City, Comptroller General of the United States, the Inspector General of the U.S.Treasury and any of their authorized representatives, shall have the right to inspect and copy, during reasonable business hours, all books, documents, papers and records of the Subrecipient which relate to this Agreement for making an audit or examination. Upon completion of the work and end of the term of this Agreement, the City may require copies of all Subrecipient's financial records relating to this Agreement to be turned over to City. 9. MONITORING AND EVALUATION The City shall have the right to monitor and evaluate the progress and performance of the Subrecipient to assure that the terms of this Agreement are being satisfactorily fulfilled in accordance with City's and other applicable monitoring and evaluation criteria and standards. The City shall at least quarterly review the Subrecipient's performance using on-site visits, progress reports required to be submitted by the Subrecipient, audit findings, disbursements transactions and contact with the Subrecipient as necessary. The Subrecipient shall furnish to the City quarterly program and financial reports of its activities in such form and manner as may be requested by the City. Subrecipients shall fully cooperate with City in relation to such monitoring and evaluation. 10. SUBRECIPIENT FILES AND INFORMATION REPORTS 4 The Subrecipient shall maintain files containing information which shall clearly document all activities performed in conjunction with this Agreement, including, but not limited to,financial transactions, conformance with assurances and activity reports. These records shall be retained by the Subrecipient for a period of three years after the completion of the Project. Financial and activity reports shall be submitted quarterly no later than the ninth (9'h)day of the month following the end of the quarter for which the report is submitted. 11. INDEPENDENCE OF SUBRECIPIENT Nothing herein contained nor the relationship of Subrecipient to City, which relationship is expressly declared to be that of an independent contractor, shall make or be construed to make Subrecipient or any of Subrecipient's agents or employees the agents or employees of the City. Subrecipient shall be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors. 12. CERTIFICATIONS The Subrecipient agrees to execute and abide by the certifications contained in Exhibit"C"hereto, and Subrecipient's application for ARPA funds, both of which are hereby made a part of this Agreement. In the event of any conflict between the terms of this Agreement and Subrecipient's Application, this Agreement shall control. 13. REVERSION OF ASSETS (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. (b) In the event City incurs any costs or expenses in enforcing the requirements of this paragraph 14 or in bringing any action to recover the property or amount of any repayment obligation, City shall be entitled to recover its costs and expenses, including reasonable attorney's fees. 14. PERA LIABILITY The Subrecipient shall reimburse the City for the full amount of any employer contribution required to be paid by the City of Pueblo to the Public Employees' Retirement Association ("PERA")for salary or other compensation paid to a PERA retiree performing contracted services for the City under this Agreement. The Subrecipient shall fill out the questionnaire attached as Exhibit D and submit the completed form to City's Finance Office as part of the signed Agreement. 15. NO LIABILITY TO THIRD PARTIES The provisions of this Agreement are for the benefit of City and Subrecipient only and no third party shall have any right or remedy hereunder or the right to enforce any provisions of this Agreement. 16. NOTICES Any notice required or permitted to be given or delivered under this Agreement shall be in writing and shall be given by personal delivery, or by registered or certified mail, postage prepaid using the United States Postal Service or by reputable national overnight courier service: 5 (a) If to City: City of Pueblo Attn: Mayor One City Hall Place,Second Floor Pueblo, CO 81003 with a copy to: City Attorney: 1 City Hall Place, Third Floor Pueblo, CO 81003 (b) If to Subrecipient: Paul Montoya, Sr. Martin Luther King, Jr.Church 110 S. LaCrosse Avenue Pueblo, CO 81001 or to such other person or address as either Party shall specify in written notice given to the other Party pursuant to the provisions of this Section 14. Any notice shall be deemed delivered on the day on which personal delivery is made or three (3) days after deposit in the mail in the case of registered or certified mail, or one (1) business day after deposit with a reputable national overnight courier service. 17. GOVERNING LAW This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado without regard to conflict of law principles. 18. TIME OF THE ESSENCE Time is of the essence hereof. This Agreement. shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, provided Subrecipient may not assign this Agreement or any interest herein without the express written consent of the City. 19. LITIGATION AND VENUE In the event of any litigation arising under this Agreement, the court shall award to the prevailing Party its costs and reasonable attorney fees. Exclusive venue for any such litigation shall be Pueblo County, Colorado. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each Party submits to the personal and subject matter jurisdiction of such District Court. To the fullest extent permitted by law, the Parties hereby waive their right to a trial by jury. 20. WAIVER OF MONETARY CLAIMS AGAINST THE CITY In no event shall City, its officers,agents or employees be liable to Subrecipient for damages, including without limitation, compensatory,punitive, indirect,special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the failure or delay of City in the performance of any covenant or provision under this Agreement on City's part to be performed. In consideration of City entering into this Agreement, Subrecipient hereby waives 6 and discharges City, its officers,agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Subrecipient's obligations under this Agreement. In the event of a breach of this Agreement by the City, Subrecipient's sole and exclusive remedy shall be to bring an equitable action for specific performance in the District Court of Pueblo County, Colorado. Such violations may be restrained or such obligations enforced by injunction at the instance and request of the Subrecipient without the showing of any special damages or an inadequate remedy at law. 21. RULES OF CONSTRUCTION • (a) If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. (b) Each Party acknowledges that this Agreement was fully negotiated by the Parties and, therefore, no provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. 22. INDEMNIFICATION Subrecipient shall defend, indemnify and save harmless the City and its agents and employees against all costs (including, without limitation, reasonable attorneys' fees), damages or claims of every kind or nature, whether sounding in tort or contract or statute, for personal injury, bodily injury or property damage or contractual or statutory damages, resulting from the operation of Subrecipient's business or resulting from,growing out of,or in any way connected with or incident to Subrecipient's performance of this Agreement. No term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protections provided to City under the Colorado Governmental Immunity Act. 23. ENTIRE AGREEMENT;AMENDMENTS The provisions set forth in this Agreement, and all Exhibits and attachments to this Agreement, constitute the entire and complete agreement of the parties hereto and supersede all prior written and oral agreements, understandings or representations related thereto. No amendment or modification of this Agreement,and no waiver of any provisions of this Agreement shall be binding unless made in writing and executed by the duly authorized officers of both the Subrecipient and City. 24. SIGNATURES The persons signing this Agreement on behalf of Subrecipient represent and warrant that such persons and Subrecipient have the requisite power and authority to enter, execute and deliver this Agreement and that this Agreement is a valid and legally binding obligation of Subrecipient enforceable against Subrecipient in accordance with its terms. 25. COUNTERPARTS This Agreement may be executed in two(2) or more counterparts and each such counterpart shall be deemed for all purposes to be an original and all such counterparts shall together constitute but one and the same original. IN WITNESS,WHEREOF,the Subrecipient and the City have executed this Agreement as of the date first above written and under the laws of the State of Colorado. 7 ATTEST: CITY OF PUEBLO A COLORADO MUNICIPAL CORPORATION SEL1..J' By City Clerk V icholas A Gradis , Mayor [S E A L] Su brecipient: PAUL MONTOYA, SR. Individually and as Pastor of the Martin Luther King, Jr. Church ATTEST: By By _ . _ .— irr / `'' . Signature ignature Name Name: Paul Montoya, Sr. Individually and as Pastor of the Martin Luther King, Jr. Church Title 8 EXHIBIT A SCOPE OF SERVICES A. Principal Tasks The Subrecipient will be responsible for administering the Project. The Subrecipient will administer all tasks encompassed in the aforesaid Project in corn pliance with all applicable federal, state and local rules and regulations governing the Project, in a manner satisfactory to the City. The components of Subrecipient's workplan shall consist of opening and operating an overnight shelter for the City's homeless residents when the when temporary housing and shelter emergencies are declared by the Mayor under the following guidelines: • The shelter shall be open from 6:00 p.m. to 6:00 a.m. the following morning • Homeless individuals (male or female) must be 18 years of age or older and no more than 25 homeless individuals may be housed at the overnight shelter at any one time • Pastor Paul Montoya,Sr.and members of the Martin Luther King, Jr.Church will act as staff when the overnight shelter is in operation • Subrecipient shall hire and pay a professionally-trained security officer to provide security when the overnight shelter is in operation The aggregate of all payments made hereunder shall not exceed Twenty-Five Thousand Dollars (U.S. $25,000.00). $5,000 of grant funds shall be available to be distributed in a lump sum on December 1, 2021 for the purchase of mats, blankets, sleeping bags and COVID-19 PPE. Subrecipient shall provide the City with receipts itemizing how the $5,000 in grant funds were spent. Thereafter, Subrecipient shall provide the City with pay applications and draw packages generally corresponding to the following amounts: Item Amount Additional mats, blankets, sleeping bags Up to and COVID-19 PPE $5,000.00 Reimbursement of shelter expenses up to Up to 10 nights @ $1,500.00 per night $15,000.00 Total Up to $20,000.00 Changes in the scope of services, budget, or method of compensation contained in this Agreement, unless otherwise noted, may only be made through a written amendment to this Agreement, executed by the Subrecipient and the City. B. Performance Monitoring: The City will monitor the performance of the Subrecipient according to the Principal Tasks and Budget set forth herein. Substandard performance shall mean non-compliance with this Agreement. If actions to correct such substandard performance are not taken by the Subrecipient within a reasonable period of time after being so notified by the City, contract suspension or termination procedures may be initiated, in the sole discretion of the City. 9 EXHIBIT B COMPLIANCE PROVISIONS INCORPORATED IN THE SUBRECIPIENT AGREEMENT 1. An accounting system using the accrual basis of generally accepted accounting principles which accurately reflects all costs chargeable(paid and unpaid)to the Project is mandatory. A receipts and disbursements ledger must be maintained. A general ledger with an income and expense account for each budgeted line item is necessary. Paid invoices revealing check number,date paid and item is necessary. Similarly,cash receipts for the payment of wages is mandatory.Paid invoices revealing check number,date paid and evidence of goods or services received are to be filed per the expense account they were charged. The City must review and approve your account system and internal controls prior to the release of funds. 2. There is no flexibility on budgets. Line items maybe changed only by the City's written concurrence of a budget amendment. 3. A log listing all long-distance telephone calls must be maintained(showing date,city and agency called, person making call and person called). 4. Eligible expenses are those considered reasonable and necessary costs for the efficient operation of the Project as determined by the City. All costs must be budgeted items. Request for advance or reimbursements of expenses must be accompanied by: 1. Original invoice marked with funding source 2. Detailed listing of each expense showing: a) recipient b) brief description of purchase c) amount with method of computation detailed Cost Summary must be submitted monthly to reflect entries through the closing date for the books(indicate Closing Date on Cost Summary). 5. All employees handling funds are required to be insured by a fidelity bond. 6. The City shall not be obligated to any third party contractors of the Subrecipient.The subrecipient is further cautioned against obligating funds beyond the contract date ofthe agreement between the City and the Subrecipient 7. The Subrecipient will furnish the City such statements, records, data and information, and permit such interviews with personnel as the City may request to effectively monitor and evaluate the project. 8. City auditors will periodically make interim audits and may,upon completion of the Project,make a final audit. 9. All records must be retained by the Subrecipient for a period of three years following the last day of the Agreement. (Cost summary reports must reflect actual general ledger balances.) EXHIBIT C CERTIFICATIONS 10 Subrecipient hereby certifies that the grant will be conducted and administered in compliance with: (1) Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352; 42 U.S.C. 2000d, et seq.) and implementing regulations issued at 24 CFR Part 1; (2) Title VIII of the Civil Rights Act of 1968 (Pub.L. 90-284;42 U.S.C. 3601,et seq.),as amended; and that the grantee will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (3) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant thereto; (4) Section 3 of the Housing and Urban Development Act of 1968,as amended; (5) Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 CFR Chapter 60; (6) Executive Order 11063,as amended by Executive Orders 12259,and implementing regulations at 24 CFR Part 107; (7) Section 504 of the Rehabilitation Act of 1973 (Pub.L. 93-112),as amended,and implementing regulations when published for effect; (8) The Age Discrimination in Employment Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect; (9) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,and the HUD implementing regulations set forth in 24 CFR Part 42; (10) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention,control and abatement of water pollution; (1 1) The flood insurance purchase requirements of Section 102(a)of the Flood Disaster Protection Act of 1973(Pub.L.93-234); (12) The applicable regulations,policies,guidelines and requirements of OMB Circular Nos.A-102, Revised,24 CFR 85 and Subpart J of 24 CFR 570,A-87,A-110,A-122,A-128 and A-133 as they relate to the acceptance and use of federal funds under this federally-assisted program; (13) The Clean Air Act(42 U.S.C. 7401 et. seq.)as amended;particularly section 176(c)and(d)[42 U.S.C. 7506(c)and(d)]; (14) The Safe Drinking Water Act of 1974 (42 U.S.C. 201, 300 (f) et. seq., and 21 U.S.C. 349) as amended;particularly section 1424(e)(42 U.S.C. 300 (h)-303(e)); (15) The Endangered Species Act of 1973 (16 U.S.C. 1531 et. Seq.) as amended;including but not limited to section 7 (16 U.S.C. 1536)thereof; (16) The Reservoir Salvage Act of 1960916 U.S.C.469 et.seq.);particularly section 3(16 U.S.C.469a- 1);as amended by the Archeological and Historical Preservation Act of 1974; 11 (17) Flood Disaster Protection Act of 1973(42 U.S.C.4001 et. seq.)as amended;particularly sections 102(a)and 202(a) [42 U.S.C.4012a(a)and 4106(a)]; (18) Executive order 11990,Protection of Wetlands,May 24, 1977(42 FR 26961 et. Seq.);particularly sections 2 and 5; (19) Lead-Based Paint Poisoning Prevention requirements of 25 CFR Part 35 issued pursuant to the Lead-Based Paint Poisoning Prevention Act(42 U.S.C.4821 et. seq.); (20) The National Historic Preservation Act of 1966(16 U.S.C.470 et seq.)as amended;particularly section 106(16 U.S.C.470f);and (21) Executive Order 11593,Protection and Enhancement of the Cultural Environment,May 13, 1971 (36 FR 8921 et seq.);particularly section 2(c). (22) Construction work financed in whole or in part with federal funds is subject to the prevailing wage requirements of the Davis-Bacon Act(29 CFR,Parts 3 and 5),the Copeland Act(29 CFR Part 3),and the Contract Work Hours and Safety Standards Act(Public Law 91-54,83 Stat. 96). When a project meets this applicability requirement,the labor standards provision of the HUD 4010 and the Davis-Bacon Wage Decision issued for the project will be incorporated into this contract document and shall be incorporated into all construction contracts and subcontracts of any tier thereunder. (23) No ARPA funds may be expended for lobbying purposes and payments from other sources for lobbying must be disclosed(24 CFR Part 87). (a) No federally appropriated funds have been or will be paid,by or on behalf of subrecipient,to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any federal contract,the making of any federal grant,the making of any federal loan,the entering into of any cooperative agreement,and the extension,continuation,renewal,amendment,or modification o f any federal contract,grant, loan,or cooperative agreement. (b) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this federal contract, grant,loan,or cooperative agreement,it will complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions. (24) Where asbestos is present in property undergoing rehabilitation, Federal requirements apply regarding worker exposure,abatement procedures and disposal. (CPD-90-44 EPA/OSHA). 12 EXHIBIT D COLORADO PUBLIC EMPLOYEES RETIREMENT ASSOCIATION SUPPLEMENTAL QUESTIONNAIRE TO BE ANSWERED BY ANY BUSINESS PERFORMING SERVICES FOR THE CITY OF PUEBLO Pursuant to section 24-51-1101(2),C.R.S., salary or other compensation from the employment,engagement, retention or other use of a person receiving retirement benefits(Retiree)through the Colorado Public Employees Retirement Association(PERA) in an individual capacity or of any entity owned or operated by a PERA Retiree or an affiliated party by the City of Pueblo to perform any service as an employee,contract employee, consultant, independent contractor, or through other arrangements, is subject to employer contributions to PERA by the City of Pueblo. Therefore, as a condition of contracting for services with the City of Pueblo,this document must be completed, signed and returned to the City of Pueblo: a) Are you,or do you employ or engage in any capacity, including an independent contractor,a PERA Retiree who will perform any services for the City of Pueblo? Yes_ No k . b) If you answered"yes"to(a)above, please answer the following question: Are you an individual,sole proprietor or partnership, or a business or company owned or operated by a PERA Retiree or an affiliated party? Yes , No . If you answered"yes"please state which of the above entities best describes your business: c) If you answered"yes"to both(a)and(b),please provide the name,address and social security number of each such PERA Retiree. Name Name Address Address Social Security Number Social Security Number (If more than two, please attach a supplemental list) Failure to accurately complete,sign and return this document to the City of Pueblo may result in your being denied the privilege or doing business with the City of Pueblo. If you answered"yes"to both(a)and(b),you agree to reimburse the City of Pueblo for any employer contribution required to be paid by the City of Pueblo to PERA for salary or other compensation paid to you as a PERA Retiree or paid to any employee or independent contractor of yours who is a PERA Retiree performing services for the City of Pueblo. You further authorize the City of Pueblo to deduct and withhold all such contributions from any moneys due or payable to you by the City of Pueblo under any current or future contract or other arrangement for services between you and the City of Pueblo. Signed IVDVectA br j ,2021 . By / / /�;� . Nam/e: 490.Air Ra✓l Nd 11-1-1:1& Se. Title: arlii✓' For purposes of responding to question(b) above, an "affiliated party" includes(1) any person who is the named beneficiary or co-beneficiary on the PERA account of the PERA Retiree;(2)any person who is a relative of the PERA Retiree by blood or adoption to and including parents, siblings, half-siblings, children, and grandchildren; (3) any person who is a relative of the PERA Retiree by marriage to and including spouse, spouse's parents, stepparents, stepchildren, stepsiblings, and spouse's siblings; and(4) any person or entity with whom the PERA Retiree has an agreement to share or otherwise profit from the performance of services for the City of Pueblo by the PERA Retiree other than the PERA Retiree's regular salary or compensation. 12 SUBRECIPIENT AGREEMENT THIS SUBRECIPIENT AGREEMENT ("Agreement") is made and entered into this 22nd day of November 2021, by and between the City of Pueblo, a Colorado municipal corporation, hereinafter referred to as the"City" and the Pueblo Transit, a Colorado nonprofit corporation, hereinafter referred to as the "Subrecipient." City and Subrecipient are sometimes each referred to as a "Party" and collectively "Parties." RECITALS The following recitals are incorporated in and made a part of this Agreement. WHEREAS, on March 11, 2021, President Biden signed the U.S. Senate-amended H.R. 1319 (P.L. 117-2) known as the American Rescue Plan Act (hereinafter"ARPA"); and WHEREAS, on May 10, 2021, the U.S. Treasury issued the Interim Final Rule to implement ARPA in Title 31, Part 35 of the Code of Federal Regulations("CFR"); and WHEREAS, under ARPA Section 603 (c)(1)(A) and (3) and the Interim Final Rule 31 CFR 35.6(b)(7) recipients may use Coronavirus Local Fiscal Recovery ("CLFR") Funds to award grants to nonprofit organizations that are responding to the negative economic impacts of the COVID-19 public health emergency; and WHEREAS, under ARPA Section 603 (c)(1)(A)and the Interim Final Rule 31 CFR 35.6(b)(7) and (12) recipients may provide CLFR Funds to programs or services to disproportionately impacted communities; and WHEREAS,by Ordinance No.9931,approved on May 17,2021,the City Council established Project No. CI-2113 and budgeted and appropriated up to $36.7 million in funds which were expected to be distributed to the City from ARPA for covered costs and eligible expenses to be incurred during the period which began on March 3, 2021 until December 31, 2024(to be expended by December 31, 2026); and WHEREAS, due to the COVID-19 pandemic, at the beginning of the 2020-2021 school year in August, 2020, Subrecipient began offering free rides for all K-12 students and the free fares for students will continue for the duration of the 2021-2022 school year; and WHEREAS,the cost of a bus pass to accompany an elementary school student to and from school is$396.00 per parent per school year; and WHEREAS, as a result of the economic effects of the COVID-19 pandemic, many parents of elementary school students can't afford to pay daily bus fares to accompany their children to and from school; and WHEREAS,Subrecipient has requested that the City use CLRF Funds for purposes offering free bus fares to the parents of elementary age children for the remainder of the 2021-2022 school year and during the 2022-2023 school year and offering free bus fares, to and from school, to K-12 students during the 2022-23 school year(hereinafter"Project"); and 1 WHEREAS, the City desires to disburse funds from Project No. CI-2113 to the Subrecipient to administer the Project and perform certain services in connection therewith as set forth in this Agreement and in the Scope of Services attached hereto; and WHEREAS, Subrecipient has represented to the City that is duly qualified, eligible and willing to undertake the Project and provide the services identified herein and in the Scope of Services attached hereto. NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions set forth herein, the Parties hereto mutually agree as follows: 1. SCOPE OF SERVICES; RESPONSIBILITIES OF SUBRECIPIENT (a) Subrecipient agrees to satisfactorily perform and complete all services and items of work, and furnish all labor and materials encompassed within or reasonably necessary to accomplish the tasks and functions described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference, in full compliance with all provisions of this Agreement. (b) Subrecipient warrants and represents that it: (i) has the requisite authority and capacity to perform all terms and conditions on Subrecipient's part to be performed hereunder; (ii) that it is duly organized as a non-profit organization under state law and is in good standing with the Secretary of State of Colorado; (iii) that it is a nonprofit organization exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code; (iv)that it is fully aware of and understands its duty to perform all functions and services in accordance with the regulatory requirements of 31 CFR Part 35 and those identified in Exhibit "C" hereto; and (iv) that it is accepting federal financial assistance hereunder subject to certain mandatory repayment provisions. 2. RESPONSIBILITIES OF THE CITY The City shall designate a representative of the City who will be authorized to make all necessary decisions required of the City on behalf of the City in connection with the performance of this Agreement and the disbursement of funds in connection with the Project. In the absence of such a designation, the City Mayor shall be deemed as City's authorized representative. 3. SUBRECIPIENT'S COMPENSATION AND METHOD OF PAYMENT (a) The City will pay to Subrecipient an amount up to that specified in subparagraph (c) of this paragraph as full compensation for all services and work to be performed or undertaken by Subrecipient under this Agreement. Payment of funds to Subrecipient is subject to all of the following requirements, which shall be conditions precedent to payment: (i) that Subrecipient has expended funds for eligible approved expenditures, (ii) that Subrecipient is not in default of any material provision of this Agreement nor applicable law or regulation, (iii) that Subrecipient has timely 2 submitted requests for payment or reimbursement detailing the eligible payment or reimbursement items in a format approved by City,(iv)that Subrecipient has certified with each payment or reimbursement request compliance with the requirements identified in Exhibit"C" and that all expenditures for which reimbursement is sought were made for and in furtherance of the approved Project and are an eligible use of federal assistance under ARPA and federal regulations. (b) Payment hereunder is also subject to and may only be disbursed in accordance with applicable Federal regulations including but not limited to those at 31 CFR Part 35, as presently promulgated and as same may be revised from time to time in the future, all other terms of this Agreement,and any special provisions in the Scope of Services. All payments received by Subrecipient hereunder are subject to repayment by Subrecipient as provided in 31 CFR Part 35. (c) The aggregate of all payments made hereunder shall not exceed Thirty-Five Thousand Six Hundred Fifty-One Dollars (U.S. $35,651.00). The grant funds shall not be distributed in a lump sum. Subrecipient shall provide the City with pay applications and draw packages on a quarterly basis beginning January 1, 2022, based on the number of riders accessing the program. (d) Upon expiration of the term of this Agreement or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. 4. TERM OF PROJECT AND AGREEMENT (a) The term of the Project shall be from December 1, 2021 to December 31,2023 unless this Agreement is sooner terminated as herein provided. (b) The term of this Agreement shall be from November 22, 2021 to December 31, 2023 unless sooner terminated as herein provided. 5. TERMINATION OF AGREEMENT (a) For Cause: This Agreement may be terminated by City for cause, including any nonperformance by the Subrecipient, upon ten (10) days written notice to Subrecipient including a statement of the reasons therefore,and after an opportunity for a hearing has been afforded. If a hearing is requested, it shall be held before the City's Mayor whose decision shall be final. The determination of the City as to the cause of termination and the appropriateness thereof shall be final and binding upon both City and Subrecipient.Cause for termination shall include any material failure by Subrecipient to comply with any term of this Agreement. (b) For Convenience: This Agreement may be terminated by City for convenience upon ten (10) days written notice to Subrecipient, which decision shall not be subject to appeal. 3 (c) Post Expiration and Termination Procedures: Upon expiration or in the event of a prior termination, all remaining and unspent grant funds, shall immediately become the sole and separate property of the City and the Subrecipient shall perform all acts and execute all instruments necessary to transfer and assign such funds to the City. All finished or unfinished documents, data, studies, reports, and work product prepared by the Subrecipient under this Agreement or with grant funds shall, at the option of the City, become City's property. 6. ASSIGNABILITY This Agreement shall not be assigned or transferred by the Subrecipient without the prior written consent of the City. Any assignment or attempted assignment made in violation of this provision shall, at City's election, be deemed void and of no effect whatsoever. 7. CONFLICT OF INTEREST The Subrecipient certifies and warrants that neither it nor any members of its Board of Directors, officers or employees has or will derive any personal or financial interest or benefit from the activity or activities assisted pursuant to this Agreement, nor has an interest in any contract, subcontract or agreement with respect thereunto, nor the proceeds thereunder, either for themselves or for those with whom they have family or business ties, during their tenure and for one year thereafter. Subrecipient shall avoid all conflicts of interest which are prohibited by applicable federal regulations including but not limited to those set forth in 31 CFR Part 35 as presently promulgated and as same may be revised from time to time in the future. 8. SUBRECIPIENT RECORDS Subrecipient shall maintain records as to all services provided, reimbursable expenses incurred in performing the Scope of Services and complete accounting records. Accounting records shall be kept on a generally recognized accounting basis and as requested by the City's auditor. The Subrecipient agrees to comply with all applicable uniform administrative requirements described or referenced in 31 CFR 35. The Compliance Provisions attached as Exhibit "B" hereto are made a part of this Agreement and Subrecipient agrees to perform and comply with same.The City,Comptroller General of the United States, the Inspector General of the U.S.Treasury and any of their authorized representatives, shall have the right to inspect and copy, during reasonable business hours, all books, documents, papers and records of the Subrecipient which relate to this Agreement for making an audit or examination. Upon completion of the work and end of the term of this Agreement, the City may require copies of all Subrecipient's financial records relating to this Agreement to be turned over to City. 9. MONITORING AND EVALUATION The City shall have the right to monitor and evaluate the progress and performance of the Subrecipient to assure that the terms of this Agreement are being satisfactorily fulfilled in accordance with City's and other applicable monitoring and evaluation criteria and standards. The City shall at least quarterly review the Subrecipient's performance using on-site visits, progress reports required to be submitted by the Subrecipient, audit findings, disbursements transactions and contact with the Subrecipient as necessary. The Subrecipient shall furnish to the City quarterly program and financial 4 reports of its activities in such form and manner as may be requested by the City. Subrecipients shall fully cooperate with City in relation to such monitoring and evaluation. 10. SUBRECIPIENT FILES AND INFORMATION REPORTS The Subrecipient shall maintain files containing information which shall clearly document all activities performed in conjunction with this Agreement, including, but not limited to, financial transactions, conformance with assurances and activity reports. These records shall be retained by the Subrecipient for a period of three years after the completion of the Project. Financial and activity reports shall be submitted quarterly no later than the ninth day of the month following the end of the quarter for which the report is submitted. 11. INDEPENDENCE OF SUBRECIPIENT Nothing herein contained nor the relationship of Subrecipient to City, which relationship is expressly declared to be that of an independent contractor, shall make or be construed to make Subrecipient or any of Subrecipient's agents or employees the agents or employees of the City. Subrecipient shall be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors. 12. CERTIFICATIONS The Subrecipient agrees to execute and abide by the certifications contained in Exhibit"C" hereto, and Subrecipient's application for ARPA funds, both of which are hereby made a part of this Agreement. In the event of any conflict between the terms of this Agreement and Subrecipient's Application, this Agreement shall control. 13. REVERSION OF ASSETS (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. (b) In the event City incurs any costs or expenses in enforcing the requirements of this paragraph 14 or in bringing any action to recover the property or amount of any repayment obligation, City shall be entitled to recover its costs and expenses, including reasonable attorney's fees. 14. PERA LIABILITY The Subrecipient shall reimburse the City for the full amount of any employer contribution required to be paid by the City of Pueblo to the Public Employees' Retirement Association ("PERA") for salary or other compensation paid to a PERA retiree performing contracted services for the City under this Agreement. The Subrecipient shall fill out the questionnaire attached as Exhibit D and submit the completed form to City's Finance Office as part of the signed Agreement. 15. NO LIABILITY TO THIRD PARTIES 5 The provisions of this Agreement are for the benefit of City and Subrecipient only and no third party shall have any right or remedy hereunder or the right to enforce any provisions of this Agreement. 16. NOTICES Any notice required or permitted to be given or delivered under this Agreement shall be in writing and shall be given by personal delivery,or by registered or certified mail, postage prepaid using the United States Postal Service or by reputable national overnight courier service: (a) If to City: City of Pueblo Attn: Mayor One City Hall Place, Second Floor Pueblo, CO 81003 with a copy to: City Attorney: 1 City Hall Place,Third Floor Pueblo,CO 81003 (b) If to Subrecipient: Pueblo Transit Attn: Director of Public Works 211 E. D Street Pueblo,CO 81003 or to such other person or address as either Party shall specify in written notice given to the other Party pursuant to the provisions of this Section 14. Any notice shall be deemed delivered on the day on which personal delivery is made or three (3) days after deposit in the mail in the case of registered or certified mail, or one (1) business day after deposit with a reputable national overnight courier service. 17. GOVERNING LAW This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado without regard to conflict of law principles. 18. TIME OF THE ESSENCE Time is of the essence hereof. This Agreement. shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, provided Subrecipient may not assign this Agreement or any interest herein without the express written consent of the City. 19. LITIGATION AND VENUE 6 In the event of any litigation arising under this Agreement,the court shall award to the prevailing Party its costs and reasonable attorney fees. Exclusive venue for any such litigation shall be Pueblo County,Colorado. All such litigation shall be filed in the District Court,County of Pueblo,State of Colorado and each Party submits to the personal and subject matter jurisdiction of such District Court. To the fullest extent permitted by law,the Parties hereby waive their right to a trial by jury. 20. WAIVER OF MONETARY CLAIMS AGAINST THE CITY In no event shall City, its officers, agents or employees be liable to Subrecipient for damages, including without limitation, compensatory, punitive, indirect, special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the failure or delay of City in the performance of any covenant or provision under this Agreement on City's part to be performed. In consideration of City entering into this Agreement, Subrecipient hereby waives and discharges City,its officers,agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Subrecipient's obligations under this Agreement. In the event of a breach of this Agreement by the City, Subrecipient's sole and exclusive remedy shall be to bring an equitable action for specific performance in the District Court of Pueblo County, Colorado. Such violations may be restrained or such obligations enforced by injunction at the instance and request of the Subrecipient without the showing of any special damages or an inadequate remedy at law. 21. RULES OF CONSTRUCTION (a) If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. (b) Each Party acknowledges that this Agreement was fully negotiated by the Parties and, therefore, no provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. 22. INDEMNIFICATION Subrecipient shall defend, indemnify and save harmless the City and its agents and employees against all costs (including, without limitation, reasonable attorneys' fees), damages or claims of every kind or nature, whether sounding in tort or contract or statute, for personal injury, bodily injury or property damage or contractual or statutory damages, resulting from the operation of Subrecipient's business or resulting from, growing out of, or in any way connected with or incident to Subrecipient's performance of this Agreement. No term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protections provided to City under the Colorado Governmental Immunity Act. 23. ENTIRE AGREEMENT; AMENDMENTS The provisions set forth in this Agreement, and all Exhibits and attachments to this Agreement, constitute the entire and complete agreement of the parties hereto and supersede all prior written and oral agreements, understandings or representations related thereto. No amendment or modification of 7 this Agreement,and no waiver of any provisions of this Agreement shall be binding unless made in writing and executed by the duly authorized officers of both the Subrecipient and City. 24. SIGNATURES The persons signing this Agreement on behalf of Subrecipient represent and warrant that such persons and Subrecipient have the requisite power and authority to enter, execute and deliver this Agreement and that this Agreement is a valid and legally binding obligation of Subrecipient enforceable against Subrecipient in accordance with its terms. 25. COUNTERPARTS This Agreement may be executed in two(2)or more counterparts and each such counterpart shall be deemed for all purposes to be an original and all such counterparts shall together constitute but one and the same original. IN WITNESS, WHEREOF, the Subrecipient and the City have executed this Agreement as of the date first above written and under the laws of the State of Colorado. ATTEST: CITY OF PUEBLO A COLORADO MUNICIPAL CORPORATION -7(4•4641' ar City Clerk By Nicholas A Gradisar, Mayor [ SEAL] Subrecipient: PUEBLO TRANSIT A COLORADO NONPROFIT CORPORATION ATTEST: 7 By By Signature Signature q Name: Name: �� � a1 LL (4 Title: Title: I f f 8 EXHIBIT A SCOPE OF SERVICES A. Principal Tasks The Subrecipient will be responsible for administering the Project. The Subrecipient will administer all tasks encompassed in the aforesaid Project in compliance with all applicable federal, state and local rules and regulations governing the Project, in a manner satisfactory to the City. The components of the Subrecipient's work plan under this Agreement shall be as follows: • offer free bus fares to the parents of elementary age children for the remainder of the 2021-2022 school year and during the 2022-2023 school year; and • offer free bus fares, to and from school,to K-12 students during the 2022-23 school year. Subrecipient's performance under this Agreement will be measured by the following data-driven criteria: (1) number of students served and (2) number of parents of elementary age children served. Changes in the scope of services, budget, or method of compensation contained in this Agreement, unless otherwise noted, may only be made through a written amendment to this Agreement, executed by the Subrecipient and the City. B. Performance Monitoring: The City will monitor the performance of the Subrecipient according to the Principal Tasks and Budget set forth herein. Substandard performance shall mean non-compliance with this Agreement. If actions to correct such substandard performance are not taken by the Subrecipient within a reasonable period of time after being so notified by the City, contract suspension or termination procedures may be initiated, in the sole discretion of the City. 9 EXHIBIT B COMPLIANCE PROVISIONS INCORPORATED IN THE SUBRECIPIENT AGREEMENT 1. An accounting system using the accrual basis of generally accepted accounting principles which accurately reflects all costs chargeable (paid and unpaid) to the Project is mandatory. A receipts and disbursements ledger must be maintained.A general ledger with an income and expense account for each budgeted line item is necessary. Paid invoices revealing check number, date paid and item is necessary. Similarly, cash receipts for the payment of wages is mandatory. Paid invoices revealing check number, date paid and evidence of goods or services received are to be filed per the expense account they were charged. The City must review and approve your account system and internal controls prior to the release of funds. 2. There is no flexibility on budgets. Line items may be changed only by the City's written concurrence of a budget amendment. 3. A log listing all long-distance telephone calls must be maintained (showing date, city and agency called, person making call and person called). 4. Eligible expenses are those considered reasonable and necessary costs for the efficient operation of the Project as determined by the City. All costs must be budgeted items. Request for advance or reimbursements of expenses must be accompanied by: 1. Original invoice marked with funding source 2. Detailed listing of each expense showing: a) recipient b) brief description of purchase c) amount with method of computation detailed Cost Summary must be submitted monthly to reflect entries through the closing date for the books(indicate Closing Date on Cost Summary). 5. All employees handling funds are required to be insured by a fidelity bond. 6. The City shall not be obligated to any third party contractors of the Subrecipient. The subrecipient is further cautioned against obligating funds beyond the contract date of the agreement between the City and the Subrecipient. 7. The Subrecipient will furnish the City such statements, records,data and information,and permit such interviews with personnel as the City may request to effectively monitor and evaluate the project. 8. City auditors will periodically make interim audits and may, upon completion of the Project, make a final audit. 9. All records must be retained by the Subrecipient for a period of three years following the last day of the Agreement. (Cost summary reports must reflect actual general ledger balances.) 10 EXHIBIT C CERTIFICATIONS Subrecipient hereby certifies that the grant will be conducted and administered in compliance with: (1) Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352; 42 U.S.C. 2000d, et seq.) and implementing regulations issued at 24 CFR Part 1; (2) Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-284; 42 U.S.C. 3601, et seq.), as amended; and that the grantee will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (3) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant thereto; (4) Section 3 of the Housing and Urban Development Act of 1968, as amended; (5) Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 CFR Chapter 60; (6) Executive Order 11063, as amended by Executive Orders 12259, and implementing regulations at 24 CFR Part 107; (7) Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published for effect; (8) The Age Discrimination in Employment Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect; (9) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and the HUD implementing regulations set forth in 24 CFR Part 42; (10) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention, control and abatement of water pollution; (11) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub. L. 93-234); (12) The applicable regulations, policies,guidelines and requirements of OMB Circular Nos.A- 102, Revised, 24 CFR 85 and Subpart J of 24 CFR 570,A-87, A-110, A-122, A-128 and A-133 as they relate to the acceptance and use of federal funds under this federally-assisted program; (13) The Clean Air Act(42 U.S.C.7401 et.seq.)as amended; particularly section 176(c)and (d) [42 U.S.C. 7506 (c) and (d)]; 11 (14) The Safe Drinking Water Act of 1974 (42 U.S.C. 201, 300 (f)et. seq., and 21 U.S.C. 349) as amended; particularly section 1424 (e) (42 U.S.C. 300(h)-303 (e)); (15) The Endangered Species Act of 1973 (16 U.S.C. 1531 et. Seq.) as amended; including but not limited to section 7 (16 U.S.C. 1536) thereof; (16) The Reservoir Salvage Act of 1960 916 U.S.C.469 et. seq.); particularly section 3(16 U.S.C. 469a-1); as amended by the Archeological and Historical Preservation Act of 1974; (17) Flood Disaster Protection Act of 1973 (42 U.S.C. 4001 et. seq.) as amended; particularly sections 102(a) and 202(a) [42 U.S.C.4012a(a) and 4106(a)]; (18) Executive order 11990, Protection of Wetlands, May 24, 1977 (42 FR 26961 et. Seq.); particularly sections 2 and 5; (19) Lead-Based Paint Poisoning Prevention requirements of 25 CFR Part 35 issued pursuant to the Lead-Based Paint Poisoning Prevention Act (42 U.S.C.4821 et. seq.); (20) The National Historic Preservation Act of 1966 (16 U.S.C. 470 et seq.) as amended; particularly section 106 (16 U.S.C. 470f); and (21) Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 (36 FR 8921 et seq.); particularly section 2(c). (22) Construction work financed in whole or in part with federal funds is subject to the prevailing wage requirements of the Davis-Bacon Act (29 CFR, Parts 3 and 5), the Copeland Act (29 CFR Part 3), and the Contract Work Hours and Safety Standards Act (Public Law 91-54, 83 Stat. 96). When a project meets this applicability requirement,the labor standards provision of the HUD 4010 and the Davis- Bacon Wage Decision issued for the project will be incorporated into this contract document and shall be incorporated into all construction contracts and subcontracts of any tier thereunder. (23) No ARPA funds may be expended for lobbying purposes and payments from other sources for lobbying must be disclosed (24 CFR Part 87). (a) No federally appropriated funds have been or will be paid, by or on behalf of subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract,the making of any federal grant,the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (b) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or 12 cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (24) Where asbestos is present in property undergoing rehabilitation, Federal requirements apply regarding worker exposure, abatement procedures and disposal. (CPD-90-44 EPA/OSHA). 13 EXHIBIT D COLORADO PUBLIC EMPLOYEES RETIREMENT ASSOCIATION SUPPLEMENTAL QUESTIONNAIRE TO BE ANSWERED BY ANY BUSINESS PERFORMING SERVICES FOR THE CITY OF PUEBLO Pursuant to section 24-51-1101(2), C.R.S., salary or other compensation from the employment, engagement, retention or other use of a person receiving retirement benefits (Retiree) through the Colorado Public Employees Retirement Association(PERA) in an individual capacity or of any entity owned or operated by a PERA Retiree or an affiliated party by the City of Pueblo to perform any service as an employee, contract employee, consultant, independent contractor, or through other arrangements, is subject to employer contributions to PERA by the City of Pueblo. Therefore, as a condition of contracting for services with the City of Pueblo,this document must be completed, signed and returned to the City of Pueblo: (a) Are you, or do you employ or engage in any capacity, including an independentco9tractor, a PERA Retiree who will perform any services for the City of Pueblo?Yes , No (b) If you answered "yes" to (a) above, please answer the following question: Are you an individual, sole proprietor or partnership, or a busines or company owned or operated by a PERA Retiree or an affiliated party?Yes , No 7 . If you answered "yes" please state which of the above entities best describes your business:. (c) If you answered"yes"to both(a)and(b),please provide the name,address and social security number of each such PERA Retiree. Name Name Address Address Social Security Number Social Security Number (If more than two, please attach a supplemental list) Failure to accurately complete, sign and return this document to the City of Pueblo may result in your being denied the privilege or doing business with the City of Pueblo. If you answered "yes" to both (a) and (b), you agree to reimburse the City of Pueblo for any employer contribution required to be paid by the City of Pueblo to PERA for salary or other compensation paid to you as a PERA Retiree or paid to any employee or independent contractor of yours who is a PERA Retiree performing services for the City of Pueblo.You further authorize the City of Pueblo to deduct and withhold all such contributions from any moneys due or payable to you by the City of Pueblo under any current or future contract or other arrangement for services between you and the City of Pueblo. 14 Signed , 20 By: Name: Title: 4 1). For purposes of responding to question (b) above, an "affiliated party" includes(1) any person who is the named beneficiary or co-beneficiary on the PERA account of the PERA Retiree; (2) any person who is a relative of the PERA Retiree by blood or adoption to and including parents, siblings, half-siblings,children, and grandchildren; (3) any person who is a relative of the PERA Retiree by marriage to and including spouse, spouse's parents, stepparents, stepchildren, stepsiblings, and spouse's siblings; and (4) any person or entity with whom the PERA Retiree has an agreement to share or otherwise profit from the performance of services for the City of Pueblo by the PERA Retiree other than the PERA Retiree's regular salary or compensation. 15