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Subrecipient Agreement; Boulder Broomfield HOME Consortium, City of Longmont; distribution of HOME funds (3) Contract Tracking>Thank You Page 1 of 1 OFFICE OF THE CITY ATTORNEY STANDARD APR 0 7 2016 Contract Routing Cover Sheet I�_ Please print and attach to your document You can view the status of your contract using the Contract Tracklno Status Fade. Routing Number 20160406-1653 Originating Dept Housing Contact Person Edy Urken Phone Number 3034414042 Project Manager/ Contract Kate Masingale E-mail masingalek@bouldercolorado.gov Administrator Counter Parties City of Longmont Contract Title/ Type HOME Consortium Subrecipient Agreement Number Description Please find attached a HOME consortium agreement for execution between the city and the city of Longmont for their program administration costs as a member of the Boulder Broomfield regional HOME consortiu . Special instructions Once executed, please email and interoffice a copy to Kate Masingale.Thank you! Amount 16,564.4 JExpe7 Type OUTGOING •/gept. Heatl Signature NOTE;Originating Departm . Itlentify with a check mark all areas document needs to be routed. • Purchasing • Budget • Sales Tax • CAO ` /, rJ • City Manager�/� \d� ,• Central Record w Contract Tracking Home I Signature Routing Form I Track Contract Status I Update Contract Status http://intraweb.ci.boulder.co.us/ContraetTracking/serviet/Controller 4/6/2016 SUBRECIPIENT AGREEMENT BETWEEN THE BOULDER COUNTYIBROOMFIELD COUNTY HOME CONSORTIUM AND THE CITY OF LONGMONT This Subrecipient Agreement ("Agreement") is made this day of 2016 by and between the City of Boulder, as the Lead Agency for the Boulder County/Broo ield County HOME Consortium (hereinafter the"Consortium"), and the City of Longmont, Colorado (hereinafter the"Subrecipient"). RECITALS: WHEREAS, the United States Government, through the National Affordable Housing Act of 1930, has established the HOME Investment Partnerships Act Program ("HOME" or "HOME Program" or "the Act"); and WHEREAS, the City and County of Broomfield, Boulder County, the Subrecipient, and the City of Boulder entered into a Home Consortium Intergovernmental Agreement dated June 27, 2006 (the "Intergovernmental Agreement"), by which the parties thereto agreed to participate in the Consortium for the purpose of implementing a regional HOME Program under the HOME Program; and WHEREAS, the Intergovernmental Agreement was subsequently amended to include additional incorporated cities and towns by name into the Intergovernmental Agreement; and WHEREAS, the Intergovernmental Agreement designated the City of Boulder as the Lead Agency to act in a representative capacity for all of the parties thereto; and WHEREAS, Section 216 (2) of the Act, 42 U.S.C. 12746, provides that a consortium of geographically contiguous or overlapping geographical areas within which separate legal governmental subdivisions operate can be considered to be a single unit of general local government for the purposes of receiving an allocation and participating in the HOME Program; and WHEREAS, in June, 2006 the Consortium submitted its Intergovernmental Agreement to the U.S. Department of Housing and Urban Development(hereinafter"HUD")for this purpose; and WHEREAS, in its application for HOME funds the Consortium declared its intent to provide HOME funds to the Subrecipient for its use in continuing its affordable housing program; and WHEREAS, the Subrecipient has heretofore expressed its intent to assume responsibility from the Consortium for its affordable housing program with HOME funds and in accordance with HOME regulations; and WHEREAS, on March 30, 2007, HUD notified the Consortium that HUD had approved its request to participate as a consortium in the HOME program; and WHEREAS, July 22, 2015, the Consortium executed a HOME Grant Agreement with HUD to govern expenditure of HOME funds by the Consortium. NOW, THEREFORE, In consideration of the matters set forth above and below, the parties agree as follows. Section 1. Definitions.Whenever used in this Agreement: A.The term "Grant Agreement" means the agreement between the Consortium and HUD executed by the Consortium on July 22, 2015, in connection with the HOME Program (the "Program"). B. The terms "grant"and "grant funds" mean the assistance provided under this Subrecipient Agreement. C. The term "matching funds" means the permanent contribution to housing assisted in the HOME Program. 1 Section 2. Purpose of Subreclolent Agreement. The purpose of this Agreement is to set forth the terms and conditions under which the Consortium shall grant HOME funds to the Subrecipient for its affordable housing projects. This Agreement sets forth rights and responsibilities of both parties in connection with the Subrecipient's program. In this Agreement, the Subrecipient assumes full responsibility for adherence to all applicable laws, assurances, regulations, and guidelines associated with the Program. Section 3. Applicable Laws, Assurances, Regulations, Guidelines. The financial assistance which is the subject of this Agreement is authorized by Title II of the Cranston- Gonzalez National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 at seq. Section 4. Compliance with Federal, State and Local Laws. The Subrecipiert shall comply with all applicable laws and regulations of the United States, State of Colorado, and applicable local laws, including, without limitation, all rules, regulations and guidelines of the U.S. Department of Housing and Urban Development, except for the environmental responsibilities and review process under Executive Order 12372, which are the responsibility of the City. The Subrecipient shall comply with all applicable provisions of 24 CFR 92, Subpart H entitled "Other Federal Requirements" which is found attached to this Agreement as Exhibit A. The Subrecipient shall comply with applicable uniform administrative requirements, as described in 24 CFR §92.505. In addition, if a project (other than a tenant based rental assistance project) contains five or more HOME Assisted Units, the Subrecipient shall comply with the Consortium's Affirmative Marketing Strategy. Subrecipient shall comply with income limits and other requirements contained 24 CFR § 92.252 and 24 CFR § 92.254 for rental housing and homeownership projects, respectively. Section 5. Grant Award. Subject to the terms of the Grant Agreement and this Agreement, the Consortium agrees to provide up to $16,564.45 in 2015 HOME funds (CFDA # 14.239) to the Subrecipient for activities identified as the responsibility of the Subrecipient. This is the total amount provided to the Subrecipient after$2,923.14 or 15% of the total award is removed and retained by the City of Boulder to pay a portion of the administrative expenses of the Consortium. The Subrecipient agrees that funds awarded it pursuant to this Agreement shall be used for the following purposes: Administration $ 16.564.45 2015 Total Grant Award: $ 16,564.45 The Subrecipient may change the listed purposes and allocated amounts without amending this Agreement provided that the changes qualify as "Minor Changes" as defined in Section G of the Citizen Participation Plan adopted by the Consortium and approved by HUD as part of the 2015-2019 Consolidated Plan. A description of each of the projects listed above, including the tasks to be performed, a schedule for completing the tasks and a budget, is attached as Exhibit B. If the Subrecipient provides the grant funds to for-profit owners or developers, nonprofit owners or developers, subreclpients, homeowners, homebuyers, tenants receiving Tenant Based Rental Assistance, or contractors, the Subrecipient must have a written agreement with the recipient which meets the requirements of 24 C.F.R. §92.504. 2 Funds must be fully expended within two years of the Agreement being signed, and these administrative activitieslexpenses are allowed to include expenses incurred retroactive to January 1, 2015. Section 6. Matching Funds. The Subrecipient agrees to provide matching funds in an amount equal to no less than 25 percent of the total HOME funds drawn down for all project costs except administration. The match obligation may be met with any of the following specific sources. =. Cash or cash equivalents from a non-federal source; Value of waived taxes,fees or charges associated with HOME projects; F Value of donated land or real property; F Cost of infrastructure improvements associated with HOME projects; A percentage of the proceeds of single- or multi-family housing bonds issued by state, state instrumentality or local government; Value of donated materials, equipment, labor and professional services; Sweat equity. The Subrecipient acknowledges and agrees that the Consortium shall not be responsible for providing the Subrecipient with any funds to meet the Subrecipient's matching requirements. Section 7. Eligible Costs. The following costs are eligible under HOME Program regulations at 24 CFR 92 and will be funded with 2015 HOME funds under this Agreement: Administrative Costs: The Subrecipient shall use its administration grant to pay for administrative and planning costs. Administrative costs include the costs associated with accounting for the use of grant funds, preparing reports for submission to the Consortium, compliance with the Program, similar costs related to administering the grant after the award, and staff salaries associated with these administrative costs. Section S. Disbursements. The Subrecipient understands and agrees that a request for disbursement of HOME funds pursuant to this Agreement shall not be made until such funds are needed to pay eligible costs related to a project. Subrecipient understands and agrees that funding in the full amount of this Agreement is contingent upon the Consortium receiving said HOME funds, and should the entitlement funds be discontinued or reduced for any reason, Subrecipient understands and agrees that funding under this Agreement could cease or be reduced without advance notice. The Subrecipient shall: A. Maintain adequate documentation to demonstrate the eligibility of persons benefiting from HOME funds; B. Maintain records that show the eligible costs and operating costs of the program; C. Use required forms to show participant eligibility, which must be maintained in Subrecipient file; D. Submit proper documentation of eligible expenses for match to the Consortium on an annual basis; E. Submit quarterly reports to the Consortium; F. Maintain files and records as required which relate to the overall administration of the Program; and G. Provide information for the Consolidated Annual Performance and Evaluation Report (CAPER) within required timeframes. 3 Program Income received by the Subrecipient shall be retained by the Subrecipient for additional eligible activities. Program income must be disbursed before the Subrecipient requests funds from the Consortium. Section 9. Notices. Any notice, demand, request, or other communication that either party may desire or may be required to give to the other party hereunder shall be given in writing at the addresses set forth below by any of the following means: (a) personal service; (b) electronic communication whether by telegram, telecopier, or email, together with confirmation of transmission; or(c)first-class United States mail, postage prepaid. TO THE CONSORTIUM: Community Investment Program Manager Division of Housing City of Boulder PO Box 791 1300 Canyon Blvd. Boulder, Colorado 80306 TO THE SUBRECIPIENT: CDBG and Affordable Housing Programs Coordinator Civic Center Complex 350 Kimbark Street Longmont, CO 80501 Section 10. Default. A default shall consist of any use of grant funds for a purpose other than as authorized herein, failure of the Subrecipient to provide the projects in the minimum amounts and for the minimum time period in accordance with the requirements set forth in Exhibit B, noncompliance with the Act or provisions of Exhibit A, or any other material breach of the Agreement. Upon due notice to the Subrecipient of the occurrence of any such default and the provision by the Consortium of a reasonable opportunity to respond, the Consortium may take one or more of the following actions. If it is the decision of the Consortium to require the repayment to the Consortium of any grant funds provided to the Subrecipient, the Subrecipient agrees to promptly pay back to the Consortium all such funds up to the amount of grant funds provided to them by the Consortium (hereafter called "Recapture"), A. Direct the Subrecipient to submit progress schedules for completing approved activities; B. Issue a letter of warning advising the Subreciplent of the default, establishing a date by which corrective actions must be completed and putting the Subrecipient on notice that more serious actions will be taken if the default is not corrected or is repeated; C. Direct the Subrecipient to establish and maintain a management plan that assigns responsibilities for carrying out remedial actions; D. Direct the Subrecipient to suspend, discontinue, or not incur costs for the affected activity; E. Reduce or recapture the grant authorized herein; F. Direct the Subrecipient to reimburse the Consortium for costs inappropriately charged to the Consortium; and G. Other appropriate action including, but not limited to, any remedial action legally available. No delay or omission by the Consortium in exercising any right or remedy available to it under this Agreement shall impair any such right or remedy or constitute a waiver or acquiescence in any Subrecipient default. 4 Section 11. Reversion of Assets. Upon expiration or termination of this Agreement the Subrecipient shall transfer to the Consortium any HOME funds on hand at that time and any accounts receivable attributable to the use of HOME funds. Any real property acquired or improved in whole or in part with HOME funds must continue to be used for the purpose for which it was acquired or improved. Any changes in its use must be approved by the Consortium in writing. Section 12. Procurement. All procurement transactions for supplies, equipment and services will be conducted in a manner to provide, to the maximum extent practicable, open and free competition. Subrecipient will comply with all bidding and purchasing regulations of all applicable local and federal laws and requirements. Section 13. Monitoring. The Consortium will monitor and evaluate this Agreement with the Subrecipient. The Agreement will be monitored for compliance with the rules, regulations, requirements and guidelines which the Consortium has promulgated or may promulgate. The terms of this Agreement will also be subject to monitoring and evaluation by HUD. Section 14. Other Applicable Laws. All projects undertaken pursuant to this Agreement shall be subject to all applicable State statutes, home rule charter provisions, assessment, planning, zoning, sanitary and building laws, ordinances and regulations. Section 15. Nondiscrimination. Subrecipient will comply with all applicable State and Federal laws, rules, and regulations involving non- discrimination on the basis of race, color, religion, national origin, age, handicap or sex. Section 16, Severability. Invalidation of any one or more of the provisions of this Agreement shall in no way affect any of the other provisions thereof, which shall remain in full force and effect. Section 17. Indemnification. The Consortium and Subrecipient assume responsibility for the actions and omissions of its agents and its employees in the performance or failure to perform work under this Agreement, It is agreed that such liability for actions or omissions of its own agents and employees is not intended to increase the amounts set forth in the Colorado Governmental Immunity Act, now existing, or as may be amended. By agreeing to this provision, the parties do not waive nor intend to waive the limitations on liability which are provided to the parties under the Colorado Governmental Immunity Act§ 24-10-101 et seq., C.R.S., as amended. Section 18. Miscellaneous Provisions. A. Assignment. The Subrecipient shall not assign this Agreement without the written consent of the Consortium, which it may withhold at its sole discretion. The Subrecipient may, however, enter into agreements with its own subrecipients if necessary to complete the projects noted in Section 5 without the written consent of the Consortium or the Lead Agency. B. Termination. This Agreement may be terminated by either party if it has been materially breached by the other party and proper notification is tendered. Consortium may, at any time, terminate 5 this Agreement, in whole or in part, for its own convenience. Consortium shall pay Subrecipient for work satisfactorily completed, to the date of termination; the Consortium shall determine the portion of work completed. Notification of intent to terminate this Agreement shall be given in writing thirty(30) days prior to the date of termination. C. No Third Party Beneficiaries. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement, shall be strictly reserved to the Consortium and the Subrecipient. Nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the Consortium and the Subrecipient that any such party or entity, other than the Consortium or the Subrecipient, receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only. D. Waiver. The waiver of any breach of a term, provision, or requirement of this Agreement shall not be construed or deemed as waiver of any subsequent breach of such term, provision, or requirement, or of any other term, provision, or requirement. E. Amendments. This Agreement is intended as the complete integration of all understandings between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein in writing. No subsequent notation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a writing executed and approved by the Consortium pursuant to Consortium rules. F. Authority to Sign. The parties warrant that the individuals executing this Agreement are properly authorized to bind them to this Agreement. G. All of the Subrecipient's financial obligations under this Agreement are contingent upon appropriation, budgeting, and availability of specific funds to discharge those obligations. Nothing in this Agreement constitutes a debt, a direct or indirect multiple fiscal year financial obligation, a pledge of the Subrecipient's credit, or a payment guarantee by the Subrecipient to the Consortium. H.Term of Agreement. This Agreement shall expire when the last HOME period of affordability governing the projects undertaken with the grant funds has expired. I. Eligibility of Agency. The parties represent and warrant that they and their principals are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. In witness whereof, the parties hereto have hereunto set their hands and seals on the day and year first above written. (SIGNATURE PAGE FOLLOWS] 6 City of Boulder, as lead agency for the Boulder County/Broomfield County HOME Consortium: ATTEST: Jane S. Brautigam Ci oulder Clerk City Manager Approved as to form and legality: ez/j2&:: Boulder CityAttorney Subrecipient: City of Longmont: Attest: AL� N&�Vm-&8�t Mayor City Clerk Approved as to Form: LONGS? Assistant Attorney Oa Proofread c�LOR�� Approved as to Form and Content: 'X�// z 2K9�� Cr an¢ 1 ordab e H9 sing Programs Coordinator 7 Exhibit A SUBPART H —OTHER FEDERAL REQUIREMENTS § 92.350 Other Federal Requirements a. The Federal requirements set forth in 24 CFR part 5, subpart A, are applicable to participants in the HOME program. The requirements of this subpart include: nondiscrimination and equal opportunity; disclosure requirements, debarred, suspended or ineligible contractors;and drug-free workplace. b. The nondiscrimination requirements at section 282 of the Act are applicable.These requirements are waived in connection with the use of HOME funds on lands set aside under the Hawaiian Homes Commission Act, 1920 (42 Stat.108). § 92.351 Affirmative Marketing; Minority Outreach Program a. Affirmative marketing. 1. Each participating jurisdiction must adopt affirmative marketing procedures and requirements for rental and homebuyer projects containing 5 or more HOME-assisted housing units.Affirmative marketing steps consist of actions to provide information and otherwise attract eligible persons in the housing market area to the available housing without regard to race, color, national origin, sex, religion, familial status or disability. (The affirmative marketing procedures do not apply to families with Section 8 tenant-based rental housing assistance or families with tenant- based rental assistance provided with HOME funds.) 2. The affirmative marketing requirements and procedures adopted must include: i. Methods for informing the public, owners, and potential tenants about Federal fair housing laws and the participating jurisdiction's affirmative marketing policy(e.g., the use of the Equal Housing Opportunity logotype or slogan in press releases and solicitations for owners, and written communication to fair housing and other groups); ii. Requirements and practices each owner must adhere to in order to carry out the participating jurisdiction's affirmative marketing procedures and requirements(e.g., use of commercial media, use of community contacts, use of the Equal Housing Opportunity logotype or slogan, and display of fair housing poster); iii. Procedures to be used by owners to inform and solicit applications from persons in the housing market area who are not likely to apply for the housing without special outreach (e.g., use of community organizations, places of worship, employment centers, fair housing groups, or housing counseling agencies); iv. Records that will be kept describing actions taken by the participating jurisdiction and by owners to affirmatively market units and records to assess the results of these actions; and v. A description of how the participating jurisdiction will annually assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. 3.A State that distributes HOME funds to units of general local government must require each unit of general local government to adopt affirmative marketing procedures and requirements that meet the requirement in paragraphs (a) and (b)of this section. 8 ii. The location of the suitable, decent, safe, and sanitary dwelling to be made available for the temporary period; ill. The terms and conditions under which the tenant may lease and occupy a suitable, decent, safe, and sanitary dwelling in the building/complex upon completion of the project; and iv. The provisions of paragraph (b)(1)of this section. c. Relocation assistance for displaced persons. 1. General. A displaced person(defined in paragraph (c)(2)of this section)must be provided relocation assistance at the levels described in, and in accordance with the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) (42 U.S.C. 4201-4655)and 49 CFR part 24. A"displaced person" must be advised of his or her rights under the Fair Housing Act and, if the comparable replacement dwelling used to establish the amount of the replacement housing payment to be provided to a minority person is located in an area of minority concentration, the minority person also must be given, if possible, referrals to comparable and suitable, decent, safe, and sanitary replacement dwellings not located in such areas. 2. Displaced Person. i. For purposes of paragraph (c)of this section, the term displaced person means a person (family individual, business, nonprofit organization, or farm, including any corporation, partnership or association)that moves from real property or moves personal property from real property, permanently, as a direct result of acquisition, rehabilitation, or demolition for a project assisted with HOME funds. This includes any permanent, involuntary move for an assisted project, including any permanent move from the real property that is made: A. After notice by the owner to move permanently from the property, if the move occurs on or after: 1.The date of the submission of an application to the participating jurisdiction or HUD, if the applicant has site control and the application is later approved; or 2.The date the jurisdiction approves the applicable site, if the applicant does not have site control at the time of the application; or B. Before the date described in paragraph (c)(2)(i)(A) of this section, if the jurisdiction or HUD determines that the displacement resulted directly from acquisition, rehabilitation, or demolition for the project; or C. By a tenant-occupant of a dwelling unit, if any one of the following three situations occurs: 1.The tenant moves after execution of the agreement covering the acquisition, rehabilitation, or demolition and the move occurs before the tenant is provided written notice offering the tenant the opportunity to lease and occupy a suitable, decent, safe, and sanitary dwelling in the same building/complex upon completion of the project under reasonable terms and conditions. Such reasonable terms and conditions must include a term of at least one year at a monthly rent and estimated average monthly utility costs that do not exceed the greater of: 10 L The tenant's monthly rent before such agreement and estimated average monthly utility costs; or ii. The total tenant payment, as determined under 24 CFR 5.613, if the tenant is low-income, or 30 percent of gross household income, if the tenant is not low-income; or 2. The tenant is required to relocate temporarily, does not return to the building/complex, and either: i.The tenant is not offered payment for all reasonable out-of-pocket expenses incurred in connection with the temporary relocation; or i. Other conditions of the temporary relocation are not reasonable; or 3. The tenant is required to move to another dwelling unit in the same build irg/com plex but is not offered reimbursement for all reasonable out-of- pocket expenses incurred in connection with the move, or other conditions of the move are not reasonable. ii. Notwithstanding paragraph(c)(2)(i) of this section, a person does not qualify as a displaced person if: A.The person has been evicted for cause based upon a serious or repeated violation of the terms and conditions of the lease or occupancy agreement, violation of applicable federal, State or local law, or other good cause, and the participating jurisdiction determines that the eviction was rot undertaken for the purpose of evading the obligation to provide relocation assistance. The effective date of any termination or refusal to renew must be preceded by at least 30 days advance written notice to the tenant specifying the grounds for the action. B. The person moved into the property after the submission of the application but, before signing a lease and commencing occupancy, was provided written notice of the project, its possible impact on the person (e.g., the person may be displaced, temporarily relocated, incur a rent increase), and the fact that the person would not qualify as a "displaced person" (or for any assistance under this section)as a result of the project; C. The person is Ineligible under 49 CFR 24.2(g)(2); or D. HUD determines that the person was not displaced as a direct result of acquisition, rehabilitation, or demolition for the project. iii. The jurisdiction may, at any time, ask HUD to determine whether a displacement is or would be covered by this rule. 3. Initiation of negotiations. For purposes of determining the formula for computing replacement housing assistance to be provided under paragraph (c)of this section to a tenant displaced from a dwelling as a direct result of private-owner rehabilitation, demolition or acquisition of the real property, the term initiation of negotiations means the execution of the agreement covering the acquisition, rehabilitation, or demolition. d. Optional relocation assistance. The participating jurisdiction may provide relocation payments and other relocation assistance to families, individuals, businesses, nonprofit organizations, and farms displaced by a project assisted with HOME funds where the displacement is not subject to 11 paragraph (c) of this section, The jurisdiction may also provide relocation assistance to persons covered under paragraph (c)of this section beyond that required. For any such assistance that is not required by State or local law, the jurisdiction must adopt a written policy available to the public that describes the optional relocation assistance that it has elected to furnish and provides for equal relocation assistance within each class of displaced persons. e. Residential antidisplacement and relocation assistance plan. The participating jurisdiction shall comply with the requirements of 24 CFR part 42, subpart C. f. Real property acquisition requirements. The acquisition of real property for a project is subject to the URA and the requirements of 49 CFR part 24, subpart B. g.Appeals. A person who disagrees with the participating jurisdiction's determination concerning whether the person qualifies as a displaced person, or the amount of relocation assistance for which the person may be eligible, may file a written appeal of that determination with the jurisdiction. A low- income person who is dissatisfied with the jurisdiction's determination on his or her appeal may submit a written request for review of that determination to the HUD Field Office. 12 § 92.354 Labor a. General. 1. Every contract for the construction (rehabilitation or new construction) of housing that includes 12 or more units assisted with HOME funds must contain a provision requiring the payment of not less than the wages prevailing in the locality, as predetermined by the Secretary of Labor pursuant to the Davis-Bacon Act(40 U.S.C. 276a-276a-5), to all laborers and mechanics employed in the development of any part of the housing. Such contracts must also be subject to the overtime provisions, as applicable, of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332). 2.The contract for construction must contain these wage provisions if HOME funds are used for any project costs in § 92.206, including construction or nonconstruction costs, of housing with 12 or more HOME-assisted units. When HOME funds are only used to assist homebuyers to acquire single-family housing, and not for any other project costs, the wage provisions apply to the construction of the housing if there is a written agreement with the owner or developer of the housing that HOME funds will be used to assist homebuyers to buy the housing and the construction contract covers 12 or more housing units to be purchased with HOME assistance. The wage provisions apply to any construction contract that includes a total of 12 or more HOME-assisted units, whether one or more than one project is covered by the construction contract. Once they are determined to be applicable, the wage provisions must be contained in the construction contract so as to cover all laborers and mechanics employed in the development of the entire project, including portions other than the assisted units. Arranging multiple construction contracts within a single project for the purpose of avoiding the wage provisions is not permitted. 3. Participating jurisdictions, contractors, subcontractors, and other participants must comply with regulations issued under these acts and with other Federal laws and regulations pertaining to labor standards and HUD Handbook 1344.1 (Federal Labor Standards Compliance in Housing and Community Development Programs), as applicable. Participating jurisdictions must require certification as to compliance with the provisions of this section before making any payment under such contract. b. Volunteers. The prevailing wage provisions of paragraph (a) of this section do not apply to an individual who receives no compensation or is paid expenses, reasonable benefits, or a nominal fee to perform the services for which the individual volunteered and who is not otherwise employed at any time in the construction work. See 24 CFR part 70. c. Sweat equity. The prevailing wage provisions of paragraph (a) of this section do not apply to members of an eligible family who provide labor in exchange for acquisition of a property for homeownership or provide labor in lieu of, or as a supplement to, rent payments. §92.355 Lead-based paint Housing assisted with HOME funds is subject to the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851- 4856), and implementing regulations at part 35, subparts A, B, J, K, M and R of this title. [64 FR 50224, Sept. 15, 1999] §92.356 Conflict of Interest a. Applicability. In the procurement of property and services by participating jurisdictions, State recipients, and subrecipients, the conflict of interest provisions in 24 CFR 85.36 and 24 CFR 84.42, respectively, apply. In all cases not governed by 24 CFR 85.36 and 24 CFR 84.42, the provisions of this section apply. 13 b. Conflicts prohibited. No persons described in paragraph (c)of this section who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decisionmaking process or gain inside information with regard to these activities, may obtain a financial interest or benefit from a HOME-assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. c. Persons covered.The conflict of interest provisions of paragraph(b)of this section apply to any person who is an employee, agent, consultant, officer, or elected official or appointed official of the participating jurisdiction, State recipient, or subrecipient which are receiving HOME funds. d. Exceptions: Threshold requirements. Upon the written request of the participating jurisdiction, HUD may grant an exception to the provisions of paragraph (b) of this section on a case-by-case basis when it determines that the exception will serve to further the purposes of the HOME Investment Partnerships Program and the effective and efficient administration of the participating jurisdiction's program or project. An exception may be considered only after the participating jurisdiction has provided the following: 1. A disclosure of the nature of the conflict, accompanied by an assurance that there has been public disclosure of the conflict and a description of how the public disclosure was made; and 2. An opinion of the participating jurisdiction's or State recipient's attorney that the interest for which the exception is sought would not violate State or local law. e. Factors to be considered for exceptions. In determining whether to grant a requested exception after the participating jurisdiction has satisfactorily met the requirements of paragraph (d) of this section, HUD will consider the cumulative effect of the following factors, where applicable: 1. Whether the exception would provide a significant cost benefit or an essential degree of expertise to the program or project which would otherwise not be available; 2.Whether the person affected is a member of a group or class of low-income persons intended to be the beneficiaries of the assisted activity, and the exception will permit such person to receive generally the same interests or benefits as are being made available or provided to the group or class; 3. Whether the affected person has withdrawn from his or her functions or responsibilities, or the decisionmaking process with respect to the specific assisted activity in question; 4. Whether the interest or benefit was present before the affected person was in a position as described in paragraph (c) of this section; 5.Whether undue hardship will result either to the participating jurisdiction or the person affected when weighed against the public interest served by avoiding the prohibited conflict; and 6.Any other relevant considerations. f. Owners and Developers. 1. No owner, developer or sponsor of a project assisted with HOME funds (or officer, employee, agent or consultant of the owner, developer or sponsor)whether private, for profit or non-profit (including a community housing development organization (CHDO) when acting as an owner, developer or sponsor) may occupy a HOME-assisted affordable housing unit in a project.This provision does not apply to an individual who receives HOME funds to acquire or rehabilitate 14 b. Minority outreach. A participating jurisdiction must prescribe procedures acceptable to HUD to establish and oversee a minority outreach program within its jurisdiction to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, including, without limitation, real estate firms, construction firms, appraisal firms, management firms, financial institutions, investment banking firms, underwriters, accountants, and providers of legal services, in all contracts entered into by the participating jurisdiction with such persons or entities, public and private, in order to facilitate the activities of the participating jurisdiction to provide affordable housing authorized under this Act or any other Federal housing law applicable to such jurisdiction. Section 85.36(e)of this title describes actions to be taken by a participating jurisdiction to assure that minority business enterprises and women business enterprises are used when possible in the procurement of property and services. §92.352 Environmental Review a. General. The environmental effects of each activity carried out with HOME funds must be assessed in accordance with the provisions of the National Environmental Policy Act of 1969 (NEPA) and the related authorities listed in HUD's implementing regulations at 24 CFR parts 50 and 58. b. Responsibility for review. 1.The jurisdiction (e.g., the participating jurisdiction or State recipient)or insular area must assume responsibility for environmental review, decisionmaking, and action for each activity that it carries out with HOME funds, in accordance with the requirements imposed on a recipient under 24 CFR part 58. No funds may be committed to a HOME activity or project before the completion of the environmental review and approval of the request for release of funds and related certification, except as authorized by 24 CFR part 58. 2. A State participating jurisdiction must also assume responsibility for approval of requests for release of HOME funds submitted by State recipients. 3. HUD will perform the environmental review, in accordance with 24 CFR part 50, for a competitively awarded application for HOME funds submitted to HUD by an entity that is not a jurisdiction. §92.353 Displacement, Relocation, and Acquisition a. Minimizing displacement. Consistent with the other goals and objectives of this part, the participating jurisdiction must ensure that it has taken all reasonable steps to minimize the displacement of persons (families, individuals, businesses, nonprofit organizations, and farms)as a result of a project assisted with HOME funds. To the extent feasible, residential tenants must be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary, and affordable dwelling unit in the building/complex upon completion of the project. b. Temporary relocation. The following policies cover residential tenants who will not be required to move permanently but who must relocate temporarily for the project. Such tenants must be provided: 1. Reimbursement for all reasonable out-of-pocket expenses incurred in connection with the temporary relocation, including the cost of moving to and from the temporarily occupied housing and any increase in monthly rentlutility costs. 2. Appropriate advisory services, including reasonable advance written notice of: i. The date and approximate duration of the temporary relocation; 9 his or her principal residence or to an employee or agent of the owner or developer of a rental housing project who occupies a housing unit as the project manager or maintenance worker. 2. Exceptions. Upon written request of a housing owner or developer, the participating jurisdiction (or State recipient, if authorized by the State participating jurisdiction) may grant an exception to the provisions of paragraph (f)(1)of this section on a case-by-case basis when it determines that the exception will serve to further the purposes of the HOME program and the effective and efficient administration of the owner's or developer's HOME-assisted project. In determining whether to grant a requested exception, the participating jurisdiction shall consider the following factors: i. Whether the person receiving the benefit is a member of a group or class of low-income persons intended to be the beneficiaries of the assisted housing, and the exception will permit such person to receive generally the same interests or benefits as are being made available or provided to the group or class; ii. Whether the person has withdrawn from his or her functions or responsibilities, or the decision making process with respect to the specific assisted housing in question; iii. Whether the tenant protection requirements of§ 92.253 are being observed; iv. Whether the affirmative marketing requirements of§ 92.351 are being observed and followed; and v. Any other factor relevant to the participating jurisdiction's determination, including the timing of the requested exception. 15 § 92.357 Executive Order 12372 a. General. Executive Order 12372, as amended by Executive Order 12416(3 CFR, 1982 Comp., p. 197 and 3 CFR, 1983 Comp., p. 186)(Intergovernmental Review of Federal Programs)and HUD's implementing regulations at 24 CFR part 52, allow each State to establish its own process for review and comment on proposed Federal financial assistance programs. b. Applicability. Executive Order 12372 applies to applications submitted with respect to HOME funds being competitively reallocated under subpart J of this part to units of general local government. §92.358 Consultant Activities No person providing consultant services in an employer-employee type relationship shall receive more than a reasonable rate of compensation for personal services paid with HOME funds. In no event, however, shall such compensation exceed the limits in effect under the provisions of any applicable statute (e.g., annual HUD appropriations acts which have set the limit at the equivalent of the daily rate paid for Level IV of the Executive Schedule, see the Departments of Veterans Affairs and Housing and Urban Development, and Independent Agencies Appropriations Act, 1997, Pub. L. 104-204(September 26, 1996)). Such services shall be evidenced by written agreements between the parties which detail the responsibilities, standards, and compensation. Consultant services provided under an independent contractor relationship are not subject to the compensation limitation of Level IV of the Executive Schedule. 18 / 0 § \ / � - gym 3 \55s \ \\t \\:{{�ƒco % \{ % e _¥° _ � $ \ \\a±±\\\\% % \ ms \ \&0\ {\ƒe [° L) & 5 % % \ \ k $ � \ $ k � % 5 OFFICE OF THE CITY ATTORNFY STANDARD raR 0 " 90is Contract Routing Cover Sheet YO: Please print and attach to your document You can view the status of your contract using the Contract Tracking Status Paae. Routing Number 20160408-1662 Originating Dept -Information Technology Contact Person Nestor Rizo-Patron Phone Number 303-441-1835 Project Manager / Contract Nestor Rizo-Patron E-mail rizo-patronn@bouldercolorado.gov Administrator Counter Parties Professional Systems, Software and Technology Contract Title / Type Professional Services Number Description IT has purchased a block of 40 hours of services to support HR and Finance with TBBI Tyler reports and phone and online support on how to use features of this program. Funding for this purpose are included in the IT Capital and Operating budget: - —" Special Instructions Amount $7,200.00 Expense Type OUTGOING • Dept. Head Signature �1 . NOTE; Originating Department: Identify with a check mark all areas document needs to be routed. • Purchasing • Budget ru � • Sales Tax - iA • CAO C° = 1C'— • City Manager -. • Central Records r PQ in Contract Tracking Hom I Signature Routing Form Track Contract Statu I UD-da�nra t ratws AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT is made effective this 11`t' day of April, 2016 by and between the City of Boulder, Colorado, a Colorado home rule city ("the City"), and Professional Systems, Software and Technology a Kentucky LLC(the"Consultants"). RECITALS A. City desires that Consultants provide certain consulting services, project management services and such other related services as described in the Scope of Work (the "Project"). B. The Consultants provide professional consulting services to the public and are fully qualified to perform the consulting services needed by the City in connection with the Project and desire to perform such consulting services on the terms and conditions set forth in this Agreement. COVENANTS AND CONDITIONS NOW, THEREFORE, in consideration of the promises and obligations set forth below, the City and the Consultants agree as follows: 1. SCOPE OF SERVICES. A. General. The Consultants shall serve as the City's professional advisors and representatives in connection with the Project and shall consult with and advise the City as it reasonably requires during the term of this Agreement. As a general matter, they shall communicate with the City about the Project only through Nestor Rizo-Patron, who has been assigned by the City to the Project as Project Manager. B. Specific Duties and Responsibilities. In connection with the Project, the Consultants shall undertake the duties and responsibilities and provide the services described in the attached Appendix A, captioned"Scope of Work,"which is made a part of this Agreement. C. Extra Services. Upon the express, written request of the City, the Consultants shall perform services beyond the scope of the duties and responsibilities described in the Scope of Work. The Consultants shall charge the City for such extra services, if any, in accordance with the provisions of Subsection 4.B. D. Documents. All City data, which includes any data or information of the City that is provided to or obtained by Consultants in the performance of its obligations under this Agreement, including data and information with respect to the businesses, customers, operations, facilities, products, consumer markets, assets, and finances of the City, work notes, reports, documents, computer programs (non-proprietary), computer input and output, analyses, tests, maps, surveys, or any other materials developed specifically for the Project are and shall remain the sole and exclusive property of the City. The Consultants, upon request by the City, agree to provide documents or any other materials developed specifically for the Project in an electronically editable format (for example, Word or WordPerfect). The Consultants shall not t August 2015 provide copies of any material prepared under this Agreement to any other party without the prior written consent of the City. E. Copyright and Trademarks. The City acknowledges that all title, trademarks and copyrights pertaining to the Consultants and related materials are owned proprietary to the Consultants, are owned by Consultants or its affiliated companies; and shall remain the sole property of Consultants or its affiliated companies. 2. COOPERATION 13Y THE CITY. The City will thoroughly and as expeditiously as reasonably possible consider all reports, sketches, drawings, specifications, proposals, and other documents prepared by the Consultants, and it shall inform the Consultants of all decisions that it has made which would affect the Consultants' work under this Agreement as soon as reasonably feasible, The City will inform the Consultants of any pending change or revision to the Project as soon as reasonably feasible. The City will provide the Consultants with current, updated plans, if any, for the Project as soon as reasonably feasible after they are produced. 3. TERM AND SCHEDULE. The term of this Agreement shall commence on the effective date, written above, and shall terminate on the last day of the calendar year that this agreement was fully executed. The Consultants shall provide their services at such times as are necessary in order to promote the smooth progress of the Project. 4. AMOUNT OF PAYMENTS TO CONSULTANTS. A. Aggregate Limits. Unless services in addition to those specified in Section 1 are subsequently agreed upon in writing, the total amount paid by the City to the Consultants pursuant to this Agreement shall not exceed the sura of$ 50,000 annually. B. Specific Charges. The compensation and expenses for the services rendered under this Agreement shall be calculated using the actual time required by Consultants and its staff to perform the services. The Consultants billing rates are set forth on the attached Appendix A, which is made a part of this Agreement. i. Direct expenses incurred by the Consultants in connection with the Project shall be charged to the City on the basis of the direct expenses actually incurred by the Consultants, without any additional surcharge added by the Consultants. The City shall not pay for the expense of Consultants' vehicles, except for mileage reimbursement which will be paid at the current standard mileage reimbursement rate established by the IRS. ii. Consultants may be reimbursed for actual costs incurred for necessary project-related travel expenses with the following limitations: potentially reimbursable air travel will be only by commercial carrier at the lowest available fare appropriate to the needs of the mission and be related to and in furtherance of the purposes of Consultant's engagement. Vehicle rental costs shall be reimbursed only when efficiency and economy are served by incurring such rental expenses. Use of rented vehicles for personal travel shall not be reimbursed. Sleeping accommodation costs, if reimbursed, are limited to a reasonable amount, taking into account costs of alternate 2 August 2015 facilities in the location and other relevant factors. The City may pay Consultants a flat per diem amount per day for meals and incidental expenses while traveling on City business, These per diems are based on U.S. General Services Administration per diems by location, which are updated annually. Other travel-related costs (such as airfare, hotel, taxis, and parking) will be reimbursed with receipts. C. Inspection of Records. Upon reasonable, advance request, the City may inspect and copy any or all records of the Consultants which would bear on any amounts charged to the City pursuant to this Agreement, 5. TIME OF PAYMENTS TO CONSULTANTS. Consultants shall bill the City directly for services rendered by Consultants at the rates set out in Appendix A. Consultants shall bill the City giarterIy and provide an invoice within 30 days of the close of each billing period. The invoice shall include; (i) a description of the services rendered in sufficient detail to permit the City to understand the nature of the service; (ii) the aggregate nwnber of hours performed on the matter during the billing period; (iii) an itemization of direct expenses for each task; and (iv) the aggregate fee for the matter in the billing period, The City shall pay within thirty (30) days following the acceptance by the City of the services, b, QUALIFICATIONS ON OBLIGATIONS TO PAY. Notwithstanding any other terms of this Agreement, the City may withhold any payment (whether a progress payment or final payment) to the Consultants if any one or more of the following conditions exists: i, The Consultants are in default of any of their obligations under this Agreement. ii, Any part of such payment is attributable to services which are not performed according to this Agreement, (The City will pay for any part thereof attributable to services performed according to this Agreement). iii. The Consultants have failed to make payments promptly to any third parties used in the services for which the City has made payment to the Consultants. iv. The City, in its good faith judgment, determines that the portion of the compensation then remaining unpaid will not be sufficient to complete the Project or any task according to this Agreement, In such case, no additional payments will be due to the Consultants until the Consultants, at their sole cost, perform a sufficient portion of the Project or task so that the City determines that the compensation then remaining unpaid is sufficient to complete the Project or task. V. No partial payment shall be final acceptance or approval of that part of the Project or task paid for, or shall relieve the Consultants of any of their obligations under this Agreement, 3 August=5 7, CONSULTANTS' DUTIES. A. Abilities, Qualifications, Experience, and Best Efforts. Consultants shall perform the Services in a timely and professional manner consistent with the requirements set forth in the Scope of Work, and in accordance with industry best practices. Consultants agree to utilize its expertise and creative talents in completing the services. B. No Conflicts. The Consultants represent, covenant, and agree that they have and will undertake no obligations, commitments, or impediments of any kind that will limit or prevent them from the timely completion of the Project, loyally and strictly according to the best interests of the City. In case of any conflict between interests of the City and any other entity, the Consultants shall fully and immediately disclose the issue to the City and shall take no action contrary to the City's interests, C. Subcontractors. Consultants shall be pennitted to subcontract the performance of certain services to a third party (a "subcontractor") provided, that the Consultants give prior notice to the City of the subcontractor, outlining the nature and scope of the services to be subcontracted and that the City consents to the subcontracting of such services to such subcontractor. Consultants shall remain responsible to the City in accordance with this Agreement for consulting services performed by any subcontractor. Under no circumstances (including, without limitation, Consultants' failure to make timely and full payments to a subcontractor) shall the City be liable to any subcontractor for payment of any amounts. D. Limitation on Public Statements and Lobbying Activity. Consultants are retained to provide information and advice to the City that includes confidential data, work product, and other privileged or confidential information that is protected under pertinent laws and City policies. In order to maintain the fact and appearance of absolute objectivity, loyalty, and professionalism, Consultants shall not, without the prior written consent of the City, do any of the following: i. Disclose at any time information obtained as a result of this contractual relationship to any third party; ii. Lobby any City agency on any pending matter while they are under contract to the City; iii. Make any public statements or appear at any time to give testimony at any public meeting on the subject matters with regard to which Consultants is or was retained by the City. To the extent that the City provides written consent for the disclosure of information or authorizes the making of public statements, the City may impose such conditions upon such disclosure or communications as it thinks appropriate, and Consultants agree to comply with those conditions. This provision shall not preclude Consultants from providing information to law enforcement officials in connection with any criminal justice investigation. 4 August 2015 E. Duty to Warn, The Consultants agree to call to the City's attention errors in any drawings, plans, sketches, instructions, information, requirements, procedures, and other data supplied to the Consultants (by the City or any other party) that it becomes aware of and believes may be unsuitable, improper, or inaccurate in a material way. However, Consultants shall not independently verify the validity, completeness, or accuracy of such information unless otherwise expressly engaged to do so by the City. Nothing shall detract from this obligation unless the Consultants advise the City in writing that such data may be unsuitable, improper, or inaccurate and the City nevertheless confirms in writing that it wishes the Consultants to proceed according to the data as originally given. F. Attendance at Meetings. The Consultants shall attend such meetings on the work required by this Agreement as the City requires. The City will give reasonable notice of any such requirement, so that the Consultants may schedule and attend, G. Efficienev, The Consultants agree to furnish efficient business administration and superintendence and perform the services required by this Agreement in the best, most expeditious and most economical manner consistent with the interests of the City, H. Books and Records, The Consultants shall keep their books and records for the Project and reimbursable expenses according to recognized accounting principles and practices, consistently applied, The Consultants shall make them available for the City's inspection at all reasonable times. The Consultants shall retain such books and records for at least three years after completion of the Project. I. Payment of Bills. The Consultants shall promptly pay all bills for labor and material performed and furnished by others in performance of the Project. 8, CONFIDENTIAL INFORMATION. Consultants may receive or have access to data or information from the City and information that the City may have access to from Boulder County. Such data or information, because of applicable law or other obligations with third parties, maybe: (i) required to be kept confidential; (ii) not required to be disclosed; or (iii) not a public record under the Colorado Open Records Act ("Confidential Information"), Consultants agree to hold and not disclose any Confidential Information to any person not having a legitimate, need-to-know purpose authorized by the City. Consultants agree to protect all Confidential Information with the same degree of care as it uses to avoid unauthorized use, disclosure, publication or dissemination of its own confidential information of a similar nature,but in no event less than a reasonable degree of care. Consultants agree to immediately notify the City in writing of all circumstances surrounding any possession, use or knowledge of Confidential Information at any location or by any person or entity other than those authorized by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall restrict the Consultants with respect to information or data identical or similar to that contained in the Confidential Information of the City but which: (i) that party rightfully possessed before it received such information from the City as evidenced by written documentation; (ii) subsequently becomes publicly available through no fault of the Consultants; (iii) is subsequently furnished rightfully to 5 August 2015 the Consultants by a third party without restrictions on use or disclosure; or (iv) is required to be disclosed by law, provided that the Consultants will exercise reasonable efforts to notify the City prior to disclosure. 9. TERMINATION. A. Termination for Breach. If either Patty materially defaults in the performance of any tern of this Agreement (other than by nonpayment) and does not substantially cure such default within thirty (30) days after receiving written notice of such default, then the non- defaulting Party may terminate this Agreement by providing ten (10) days prior written notice of termination to the defaulting Party. B. Termination for Convenience. Jr. addition to the foregoing, this Agreement may be terminated by the City for its convenience and without cause of any nature by giving the Consultants written notice at least fourteen days in advance of the tennination date. In the event of such termination, the Consultants will be paid for all services rendered to the date of termination, except as set forth in Section 6, above, and upon such payment, all obligations of the City to the Consultants under this Agreement shall cease. C. Suspension. Without terminating this Agreement or breaching its obligations hereunder,the City may, at its pleasure, suspend the services of the Consultants. Such suspension may be accomplished by giving the Consultants written notice one day in advance of the suspension date. Upon receipt of such notice, the Consultants shall cease their work in as efficient a manner as possible so as to keep their total charges to the City for services under this Agreement to the minimum, No work shall be performed during such suspension except with specific prior authorization by the Project Manager. The City recognizes that suspension and subsequent reactivation may inconvenience the Consultants and will endeavor to provide advance notice and minimize its use. After a suspension has been in effect for thirty days, the Consultants may terminate this Agreement at will, D. Return of Property, Upon termination of this Agreement, the Consultants shall promptly deliver to the City all City data, which includes any data or information of the City that is provided to or obtained by Consultants in the performance of its obligations under this Agreement, including data and information with respect to the businesses, customers, operations, facilities, products, consumer markets, assets, and finances of the City as well as any plans, photographic images, analyses, test,maps, surveys, and written materials of any kind generated in the performance of their services under this Agreement up to and including the date of termination. 10. LAWS TO BE OBSERVED, The Consultants shall be cognizant of all federal and state laws and local ordinances and regulations that in any manner affect those engaged or employed in the work or affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction over the same, and shall defend, at all times observe and comply with all such existing laws, ordinances, regulations and decrees, and shall indemnify and hold harmless the City against any claim or liability to the extent caused by the intentional or negligent violation of any such law, ordinance, regulation, order, or decree, whether by itself, its subcontractors, agents, or employees. 6 August 2015 11. PERMITS AND LICENSES. The Consultants shall procure all permits and licenses, pay all charges, fees, and taxes and give all notices necessary and incidental to the due and lawful prosecution of their services under this Agreement, 12. NO MULTIPLE FISCAL YEAR OBLIGATION, Nothing in this Agreement shall constitute a multiple fiscal year obligation pursuant to Colorado Constitution, Article X, Section 20. Notwithstanding any other provision of this Agreement, the City's obligations under this Agreement are subject to annual appropriation by the City Council of the City. Any failure of a City Council annually to appropriate adequate monies to finance the City's obligations under this Agreement shall terminate this Agreement at such time as such then-existing appropriations are to be depleted. Notice shall be given promptly to the Consultants of any failure to appropriate such adequate monies, 13. INDEPENDENT CONTRACTOR, The relationship between the Consultants and the City is that of an independent contractor. The Consultants shall supply all personnel, equipment, materials and supplies at their own expense, except as specifically set forth in this Agreement. The Consultants shall not be deemed to be, nor shall they represent themselves as, employees, partners, or joint venturers of the City. No employee or officer of the City shall supervise the Consultants. The Consultants are not entitled to workers' compensation benefits and are obligated to directly pay federal and state income tax on money earned under this Agreement. 14, INDEMNIFICATION A. Consultants' Indemnification. Consultants shall indemnify and hold harmless the City, its directors, officers, employees, and agents and the heirs, executors, successors, and permitted assigns of any of the foregoing from and against all losses, claims, obligations, demands, assessments, fines and penalties (whether civil or criminal), liabilities, expenses and costs (including reasonable attorneys' fees and costs of defense), bodily and other personal injuries, damage to tangible property, and other damages, of any kind or nature suffered or incurred by the City directly or indirectly arising from or related to: (i) any negligent or intentional act or omission by Consultants or its representatives in the performance of Consultants' obligations under this Agreement, or (ii) any material breach in a representation, warranty, covenant or obligation of Consultants contained in this Agreement, Consultants are not obligated to indemnify the City in any manner whatsoever for the City's own negligence. The Consultants' obligation to indemnify the City as set forth in this Agreement shall survive the termination or expiration of this Agreement. B. Infringement. The Consultants shall hold and save harmless the City from any and all claims for infringement, by reason of the use of any patented design, device,material,process, or trademark or copyright and shall indemnify the City for any costs, expenses, and damages, including court costs and attorney fees, which it might be obligated to pay by reason of infringement at any time during the prosecution or after completion of their services under this Agreement. C. Limitations. If this Agreement is for architectural, engineering, or surveying services; design; construction; alteration; repair; or maintenance of any building, structure, 7 August 2015 highway,bridge, viaduct,water, sewer, or gas distribution system, or other works dealing with construction, or any moving, demolition, or excavation connected with such construction, Consultants' obligation to indemnify or hold harmless the City shall be limited to the amount represented by the degree or percentage of negligence or fault attributable to the Consultants or its agents, representatives, subcontractors or suppliers. If this Agreement is for architectural, engineering, surveying, or other design services, then the extent of Consultants obligation indemnify or hold harmless may be determined only after its liability or fault has been determined by adjudication, alternative dispute resolution, or otherwise resolved by mutual agreement between Consultants and the City. D. Immunity. The City,its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this .Agreement, the monetary limitations or any ether rights,immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq., as from time to time amended, or otherwise available to the City, its officers, or its employees. 15. INSURANCE. Consultants agree to procure and maintain in force during the term of this Agreement, at its own cost,the following minimum coverages: A. Workers' Compensation and Employers' Liability i. State of Colorado: Statutory B. General Liability i. General Aggregate Limit: $2,000,OOC ii. Per Occurrence: $1,000,000 Coverage provided should be at least as broad as found in Insurance Set-vices Office(ISO). form CG0001. C. Automobile Liability Limits' i. Bodily Injury&Property Damage Combined Single Limit: $1,000,000 Coverage provided should be at least as broad as found in ISO form CA0001 (BAP) including coverage for owned, non-owned and hired autos. D. Technology Services Errors and Omissions, Technology Products, Network Security Liability and Privacy Liability. (i) Per Loss: $3,000,000 (ii) Aggregate: $3,000,000 E. Insurance shall: i• Provide primary coverage; 'Applicable only if Consultants, its agents,entployces, or representatives will be using motor vehicles in Colorado while performing work on the Project. 8 August 2015 ii, Include the City of Boulder and its officials and employees as additional insureds as their interest may appear (except for Worker's Compensation and Professional Liability). Additional insured endorsement should be at least as broad as ISO form CG2010 for General Liability coverage and similar forms for auto liability; iii. Include a waiver of subrogation for General Liability coverage; iv. Issue from a company licensed to do business in Colorado having an AM Best rating of at least A-VI; and V. Be procured and maintained in full force and effect for duration of work. F. Certificates of Insurance evidencing the coverages described here, shall be forwarded to Purchasing. Certificate Holder shall be: City of Boulder, 1777 Broadway, Boulder, CO 80306. G. Within seven days after receiving insurer's notice of cancellation or reduction in coverage, Consultants, or its insurance broker, shall notify the City. In either such case, Consultants shall promptly obtain and submit proof of substitute insurance complying with the City's insurance requirements. 16. PROHIBITIONS ON PUBLIC CONTRACTS FOR SERVICES. The Consultants certify that it shall comply with the provisions of section 8-17.5-101 et seq., C.R.S. The Consultants shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify to the Consultants that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. The Consultants represent, warrant, and agree: (i) that it has confrimed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement through participation in either the E-Verify or the Department Program; (ii) that the Consultants are prohibited from using either the E-Verify Program or the Department Program procedures to undertake pre-employment screening of job applicants while services under this Agreement are being performed; and (iii) if the Consultants obtain actual knowledge that a subcontractor performing work under this Agreement for services knowingly employs or contracts with an illegal alien,the Consultants shall be required to: i. Notify the subcontractor and the City within three days that the Consultants has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to 8-17.5-102(2)(b)(III)(A) the subcontractor does not stop employing or contracting with the illegal alien; except that the Consultants shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 9 Avgust=5 The Consultants further agree that it shall comply with all reasonable requests made in the course of an investigation under section 8-17.5-102(5), C.R,S. by the Colorado Department of Labor and Employment. If the Consultants fail to comply with any requirement of this provision or section 8-17.5-101 et seg., C.R.S. the City may terminate this Agreement for breach and the Consultants shall be liable for actual and consequential damages to the City. 17. INTEGRATION. This document constitutes the entire agreement between the City and the Consultants and incorporates all prior verbal and written communications between the parties concerning the subject matter of this Agreement. 18. NO ASSIGNMENT. This Agreement may not be assigned by Consultants without the prior written consent of the City. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties. 19. AMENDMENT IN WRITING, No amendment or modification shall be made to this Agreement unless it is in writing and signed by both parties. 20. GOVERNING LAW AND VENUE. This Agreement is governed by the laws of the State of Colorado. Any suit between the parties arising.under this Agreement shall be brought only in a court of competent jurisdiction for the Twentieth Judicial District of the State of Colorado. 21. FORCE MAJURE. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. 22. NO ' HIRD PARTY BEN EFICiARIES. The parties intend no third party beneficiaries under this Agreement. Any person other than the City or the Consultants receiving services or benefits under this Agreementis an incidental beneficiary only. 23. NO WAIVER. No waiver of any breach or default under this Agreement shall be a waiver of any other or later breach of default. 24. AUTHORITY, Consultants warrant that the individual executing this Agreement is properly authorized to bind the Consultants to this Agreement. [SIGNATURE PAGE TO FOLLOW) 10 August 201:5 The parties to this Agreement have caused it to be executed by their authorized officers as of the day and year first above written. This Agreement may be executed in counterparts, each of which shall be original, but all of which together shall constitute a fully binding and executed Agreement. CONSULTANTS By Title: CGS TI/7 -rilee'eyy 4 STATE OF COLORADO ) ss. COUNTY OF BOULDER ) Acknowledged before me, a notary public, this day of 20_, by as Witness my hand and official seal l My commission expires: Votary Public (SEAL) CITY OF BOULDER Al City Manager ATTEST: Ci �1 rk APPROVED AS TO FORM: � f City At orney's Office August 2015 APPENDIX A SCOPE OF WORK I. SERVICES: Contractor will provide Consulting Services to the City to support the City's use of MUNIS, the City's financial management software. These services include but are not limited to: • Phone Support c Toll-free technical support provided 8:00am-5:00pm Eastern Standard Time during nortnal business days M-F (800.488.7395) • Online Support c Email and remote connection support (Citrix) provided 8:00am-5:00pm Eastern Standard Time during normal business days M-F • Onsite Training o At client request, scheduled minimum two weeks in advance • Virtual Training or Distance Education o Scheduled remote connection product training/support (Citrix) provided to client, at client requested • Report Development o Developed in collaboration with client. Needs assessment, report requirements with appropriate department/business owner/team. Written specifications as to scope of work for each report development engagement will be agreed upon prior to commencement of report creation. • Onsite Support o At client request, scheduled minimum two weeks in advance II. PAYMENT TERMS. • Phone and online consulting will be provided at a rate of$180.00 per hour with annual purchase of 40 hours. This will result in an annual payinent of$7,200.00, which will be billed quarterly($1,800.00 per quarter), every three months from date of signed agreement until the Agreement is terminated. Phone and online consulting with minimum of 15 minutes. • All 40 hours may be used for phone/online consulting. • Time may be applied to development,training or online/phone consulting, • Consulting beyond 40 hours will be billed at the$180.00 partner rate Unused time will expire one year from date of signed agreement. • Receive priority phone consulting/support, • Onsite Training/Support. o Is available at a reduced rate of$1,500.00 per day(plus actual travel expenses). o May not be applied to Preferred Partner Agreement hours. 1