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HomeMy WebLinkAboutPACKET Town Board 2026-06-09Town Board of Trustees Regular Meeting Tuesday, June 9, 2026, 7:00 p.m. Town Hall Board Room, 170 MacGregor Ave, Estes Park Accessibility Statement The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Meeting Participation This meeting will be streamed live and available on the Town YouTube page at www.estes.org/videos. Click on the following links for more information on Digital Accessibility, and Public Comment. Agenda – 7:00 p.m. Pledge of Allegiance Agenda Approval Public Comment Town Board Comments/Liaison Reports Town Administrator Report Consent Agenda 1. Expenditure Approval Lists – Bills 2. Town Board Meeting and Study Session Minutes dated May 26, 2026 3. Estes Park Board of Adjustment Minutes dated April 7, 2026 (acknowledgment only) 4. Resolution 66-26 Setting the Public Hearing for a New Hotel and Restaurant Liquor License Application for Mountain Berry Bakery, LLC dba Kissing Moose Café and Saloon, 1701 North Lake Street, Estes Park, Colorado 5. Resolution 67-26 Setting the Public Hearing for a New Hotel and Restaurant Liquor License Application for Crags Lodge FBS, LLC dba Historic Crags Lodge, 300 Riverside Drive, Estes Park, Colorado 6. Resolution 68-26 Contract with Garland/DBS, Inc., for the Town Hall Building Roof Replacement, $202,133 – Budgeted 7. Resolution 69-26 Termination of Executed Transportation Alternatives Program (TAP) Intergovernmental Agreement (IGA) and Approval of Amended and Restated IGA with Colorado Department of Transportation for MMOF, TAP, and CMAQ Grants for Fall River Trail Final Segment, $4,720,995 – Budgeted 8. Resolution 70-26 Authorization to Execute Pre-Award Grant Documents – Congressionally Directed Spending (CDS) Award through the United States Department of Agriculture (USDA) for a New Public Safety Facility 9. Revised Town Board Policy 101 – Board Assignments Reports And Discussion Items (Outside Entities) 1. District Attorney’s Office Annual Report Presented by District Attorney McLaughlin An update on the Office of the District Attorney and to answer any questions or concerns regarding safety in our communities. 2. 2025 Base Funding Report: Crossroads Assistance Ministry Presented by Executive Director Schaffer To present on how 2025 Town Base Funding was used to benefit the community and/or enhance the Town's Strategic Plan. 3. Estes Valley Library Renovation Presentation Presented by Community Relations Specialist Limmiatis An overview of the improvements being made to Library spaces to increase safety and accessibility. 4. Estes Park Housing Authority (EPHA) Expenditure of 6E Funds to Habitat for Humanity Workforce Housing Presented by Executive Director Moulton To consider a proposed direct funding agreement between EPHA and Habitat for Humanity for workforce housing projects. Agenda continues on page 3 Liquor Items 1. Resolution 71-26 New Hotel and Restaurant Liquor License Filed by Eastern Slope LLC dba Eastern Slope, 200 Moraine Avenue, Estes Park, CO 80517 Town Clerk Williamson To consider a new liquor license application and to consider the needs and desires of the neighborhood. Action Items 1. Resolution 72-26 Agreement for Facility Use – Estes Valley Library Presented by Management Analyst Simpson To consider an agreement for use of Town facilities and equipment with the Estes Valley Library. 2. Resolution 73-26 Contract Renewal with Axon Enterprise, Inc., for Body Worn Cameras, Digital Evidence Services, and Taser Program Presented by Commander Polucha Requesting approval of a 60-month Axon contract renewal for body-worn cameras, digital evidence, and Taser programs. This modernization supports state law compliance while transitioning the Department to its newest technology generation. 3. 2027 Provisional Strategic Plan Presented by Town Administrator Machalek To consider the adoption of the 2027 Provisional Strategic Plan. Adjourn Town of Estes Park, Larimer County, Colorado, May 26, 2026 Minutes of a Regular meeting of the Board of Trustees of the Town of Estes Park, Larimer County, Colorado. Meeting held in the Town Hall in said Town of Estes Park on the 26th day of May, 2026. Present: Gary Hall, Mayor Kirby Hazelton, Mayor Pro Tem Trustees Bill Brown Chris Eshelman Mark Igel Frank Lancaster Jamie Mieras Also Present: Travis Machalek, Town Administrator Jason Damweber, Deputy Town Administrator Dan Kramer, Town Attorney Stephanie Bramwell, Recording Secretary Absent: None Mayor Hall called the meeting to order at 7:00 p.m. and all desiring to do so, recited the Pledge of Allegiance. AGENDA APPROVAL. It was moved and seconded (Hazelton/Eshelman) to approve the Agenda, and it passed unanimously. PUBLIC COMMENTS. Alayna Henderson/Town resident read comments on behalf of Marty Miranda stating concerns about the proposed Estes Park Housing Authority (EPHA) housing development on Fish Hatchery Road, including evacuation infrastructure and the health of the wetland ecosystem. Hal Henderson/Town resident expressed concern about the proposed EPHA housing development on Fish Hatchery Road, stating concerns about evacuation infrastructure. Attorney Kramer noted public comments on quasi-judicial matters may only be heard within the relevant public hearing. TRUSTEE COMMENTS. Board comments were heard and have been summarized: the Estes Arts District stated interest in supporting additional murals; the Economic Development and Workforce Council would discuss the results of a survey on seasonal housing needs with support from Deputy Town Administrator Damweber; encouraged people to attend the monthly Trustee Talks; nominations were open for Visit Estes Park’s (VEP) Tourism Awards for people and businesses who support the local tourism industry; VEP created a public key performance indicators dashboard available for viewing on their website; an event commemorating the 50th anniversary of the Big Thompson Flood would be hosted at the Drake Firehouse; the EPHA would institute a 3% rent increase August 1, 2026; the 30% draft of the Estes Park Development Code update, attainable housing definitions, workforce housing definitions, and housing density were discussed at the May EPHA Board of Directors meeting; reminded businesses to adhere to the advertising signage regulations outlined in the Municipal Code; encouraged those interested to join the Sister Cities Association; encouraged support of the Mrs. Rooftop Rodeo fundraiser for cancer screenings through the Estes Park Health Foundation; congratulated the Mollé family on the screening of their film at the Environmental Film Festival; recognized the proclamation from Governor Polis proclaiming May 16, 2026 as Dr. Randall Maharry Day in recognition of Dr. Randall Maharry’s service in the Estes Valley; the UCHealth forum on the Hospital Transformation Program discussed the ongoing integration of the Estes Valley Medical DRA F T Board of Trustees – May 26, 2026 – Page 2 Center into the UCHealth System; Mayor Hall stated his criteria for considering development in Estes Park was if it retained the beauty, character, and quality of life in Estes; and spoke about recommendations to combine the two sanitation special districts serving Estes Park. TOWN ADMINISTRATOR REPORT. Town Administrator Machalek stated the 50% draft of the Estes Park Development Code update would be shared with the community for feedback later in the summer. CONSENT AGENDA: 1.Bills 2.Town Board Meeting and Study Session Minutes dated May 12, 2026 3.Estes Park Planning Commission Minutes dated February 17, 2026 (acknowledgment only) 4.Resolution 61-26 Amendment No.1 to Renew the Colorado Department of Human Services Co-Responder Contract with SummitStone Health Partners 5. Resolution 62-26 Setting the Public Hearing for a New Hotel and Restaurant Liquor License Application for Eastern Slope LLC dba Eastern Slope, 200 Moraine Avenue, Estes Park, Colorado 6. Resolution 63-26 Contract Renewals with Dickinson Electric Inc., Flash Electric Inc., and South Paw Electric Company for On-Call Electrical Services – Budgeted 7.Resolution 64-26 Requesting the Department of Local Affairs Amend Grant EIAF B- 022’s Scope of Project It was moved and seconded (Brown/Eshelman) to approve the Consent Agenda with the removal of Item 6: Resolution 63-26 and Item 7: 64-26, and it passed unanimously. CONSENT AGENDA ITEMS REMOVED FOR DISCUSSION: 1.ITEM 6: RESOLUTION 63-26. Trustee Eshelman asked about the number of renewals outlined in the original contracts. Staff confirmed the original contracts allowed for four (4) additional renewals rather than the three (3) additional renewals stated in the contract renewals, and stated it was not a substantive difference for the one (1) year contract renewal outlined in Resolution 63-26. It was moved and seconded (Eshelman/Hall) to approve Resolution 63-26, and it passed unanimously. 2.ITEM 7: RESOLUTION 64-26. Trustee Eshelman asked about additional funding to complete the Broadband Planning and Implementation project. Director Bergsten stated additional grant opportunities were being researched and would be presented to the Board for consideration at a future date. It was moved and seconded (Hazelton/Eshelman) to approve Resolution 64-26, and it passed unanimously. REPORTS AND DISCUSSION ITEMS (OUTSIDE ENTITIES): 1.2025 BASE FUNDING REPORT: ESTES VALLEY INVESTMENT IN CHILDHOOD SUCCESS (EVICS). Executive Director Miller provided an overview of the program and highlighted a 21% increase in clients served from 2024 to 2025. 1,240 individuals were served, 496 households supported, and 286 children impacted. In 2025, the Family, Friend, and Neighbor childcare cohort launched; bilingual mental health services expanded; Youth Advocate programming was added; and three (3) Peer Support Specialists were trained. Board comments were heard and have been summarized: asked which programs experienced an increase in participation, Director Miller stated more people participated in the Family Development Program, childcare, DRA F T Board of Trustees – May 26, 2026 – Page 3 Legal Clinic, and DMV monthly event than previous years; and thanked EVICS for their efforts to improve the well-being of children and families in Estes Park. LIQUOR ITEMS: 1.RESOLUTION 65-26 NEW VINTNERS RESTAURANT LIQUOR LICENSE FILED BY SNOWY PEAKS WINERY. Mayor Hall opened the public hearing and Town Clerk Williamson presented Resolution 65-26 for a new Vintners Restaurant Liquor License. She reviewed the application stating all paperwork and fees had been submitted. The location currently holds a manufacturing license through the State and can only sell their wines. The new license would allow the business to serve other alcohol manufactured by businesses in town such as those from local breweries and distillers. The applicant had previously completed Responsible Vendor Training. The applicant was available for questions and spoke regarding their plans to expand their liquor and food offerings as an event venue. Mayor Hall closed the public hearing. It was moved and seconded (Eshelman/Mieras) to approve Resolution 65-26, and it passed unanimously. ACTION ITEMS- NEW BUSINESS: 1.ORDINANCE 09-26 CONSENTING TO THE INCLUSION OF CERTAIN PROPERTIES LOCATED WITHIN THE TOWN OF ESTES PARK INTO THE NORTHERN COLORADO WATER CONSERVANCY’S MUNICIPAL SUBDISTRICT. Mayor Hall reopened the public hearing which was continued at the May 12, 2026 meeting. Director Bergsten and Legal Counsel White presented the benefits of pursuing inclusion in the Northern Colorado Water Conservancy’s Municipal Subdistrict for properties within the Town not included in the subdistrict or district. Properties are legally required to be in either the subdistrict or district to receive water from the Town. Board discussion ensued and has been summarized: questioned the likelihood of these properties being accepted into the district or subdistrict, Legal Counsel White stated all of the properties for inclusion had been identified by both the Town and the Northern Colorado Water Conservancy; asked about the process to include properties that are not within Town limits but receive Town water, staff stated inclusion in the district or subdistrict would be sought for these properties through a petition process requiring at least 5% of applicable property owners to agree to inclusion in the district or subdistrict; asked about the difference between the district and the subdistrict, Legal Counsel White stated the federal government owned the water rights managed by the district while the subdistrict owned the water rights it managed; asked about the leadership of the Northern Colorado Water Conservancy, Legal Counsel White stated the board members were appointed by the Chief District Court Judges who presided over the counties included in the Northern Colorado Water Conservancy. Mayor Hall closed the public hearing. It was moved and seconded (Eshelman/Mieras) to approve Ordinance 09-26, and it passed unanimously. 2.ORDINANCE 10-26 CONSENTING TO THE INCLUSION OF CERTAIN PROPERTIES LOCATED WITHIN THE TOWN OF ESTES PARK INTO THE NORTHERN COLORADO WATER CONSERVANCY’S DISTRICT. Mayor Hall reopened the public hearing which was continued at the May 12, 2026 meeting. Director Bergsten and Legal Counsel White presented the benefits of seeking inclusion in the Northern Colorado Water Conservancy’s District for properties within the Town not included in the subdistrict or district. Properties are legally required to be in either the subdistrict or district to receive water from the Town. Carl Cross/Town resident asked for clarification regarding the increased water fees to his property should it be included in the district, Legal Counsel White provided clarification on the increase in water fees, stating it would be a one (1) mil increase per year, properties currently in the district or subdistrict had been paying these fees, and the Town would pay the required back taxes from 1938 for the properties listed in Ordinance 09-26 and Ordinance 10-26 to enter the subdistrict or district. Cross then stated his support of Ordinance 10-26. DRA F T Board of Trustees – May 26, 2026 – Page 4 Mayor Hall closed the public hearing. It was moved and seconded (Eshelman/Hazelton) to approve Ordinance 10-26, and it passed unanimously. 3.2027 PROVISIONAL STRATEGIC PLAN. The Town Board held Strategic Planning Sessions on March 9 and April 30, 2026. Adoption of the 2027 Provisional Strategic Plan would provide staff with a formally-adopted document to inform and guide development of the 2027 proposed budget, and track and report changes to the Strategic Plan during the budget process. The final 2027 Strategic Plan would be presented for adoption in conjunction with the 2027 Budget. Board discussion ensued and has been summarized: discussed adding “exlpore partnership opportunities with Whimsadoodle, EPHA, or other potential partners” to the goal regarding a shared facility concept on Cleave Street to recognize current collaborators while remaining open to new partnerships; discussed plans to demolish the existing Riverside Restrooms and relocate the facility to the otherside of the river as mentioned in Government Services and Internal Support Objective 11.B.1; Town Administrator Machalek noted the complete Strategic Plan had not been included in the packet and requested the item be continued to June 9, 2026. It was moved and seconded (Hall/Brown) to continue the 2027 Provisional Strategic Plan to June 9, 2026, and it passed unanimously. REQUEST TO ENTER EXECUTIVE SESSION: It was moved and seconded (Hazelton/Eshelman) to enter executive session to discuss purchase, acquisition, lease, transfer or sale of any real, personal, or other property interest - Section 24-6-402(4)(a), C.R.S. and for a conference with an attorney for the Board for the purposes of receiving legal advice on specific legal questions - Section 24-6-402(4)(b), C.R.S. - Considerations for Development of Housing on Town Properties, and it passed unanimously. Mayor Hall adjourned the meeting at 8:31 p.m. to enter executive session. The Board concluded the executive session at 9:26 p.m. Whereupon Mayor Hall adjourned the meeting at 9:27 p.m. Gary Hall, Mayor Stephanie Bramwell, Recording Secretary DRA F T RECORD OF PROCEEDINGS Town of Estes Park, Larimer County, Colorado May 26, 2026 Minutes of a Study Session meeting of the Town Board of the Town of Estes Park, Larimer County, Colorado. Meeting held at Town Hall in the Board Room in said Town of Estes Park on the 26th day of May, 2026. Board: Mayor Hall, Mayor Pro Tem Hazelton, Trustees Brown, Eshelman, Igel, Lancaster and Mieras Attending: Mayor Hall, Mayor Pro Tem Hazelton, Trustees Brown, Eshelman, Igel, Lancaster and Mieras Also Attending: Town Administrator Machalek, Deputy Town Administrator Damweber, Attorney Kramer, and Deputy Town Clerk Beers Absent: None Mayor Hall called the meeting to order at 4:30 p.m. CIRSA Liability and Risk as an Elected Official. Sam Light/CIRSA General Counsel provided a presentation on ethics, liability, and best practices for elected officials. He reviewed the fiduciary role of public officials, transparency laws and liability risks, organizational structure and liability, ethics and personal conduct and quasi-judicial decision-making. Development Code Neighborhood Meeting Requirement. At the request of the Board, Community Development Director Careccia provided an overview of the neighborhood and community meeting process as established in the Estes Park Development Code. Highlights of the overview have been summarized: to provide an opportunity for informal communication between a proposed applicant for development, surrounding property owners, and the general public; meetings are required to be held prior to the submittal of any applicable development application, in a location generally accessible to surrounding property owners and residents and must be held after 5:00 p.m., on weekdays or any time on a weekend; the applicant would be responsible for sending notice of the meeting: legal advertisement in a local newspaper, a mailing to surrounding property owners within 500 feet of the subject property and must occur at least 15 days prior to the meeting; the meeting must be moderated by the applicant; attendance by staff was indicated as optional though if attended they would not serve as facilitator nor become involved in negotiations; the applicant must provide staff with a written summary of the meeting, including a list of attendees, issues discussed, and comments heard as part of a formal development application; meeting attendees may submit additional summary items to staff and staff would provide the neighborhood meeting overview in the Estes Park Planning Commission and Town Board staff reports. Staff conducted a small survey of neighborhood meeting processes for Larimer County, Fort Collins, Longmont and Loveland. It was determined, the Town had similar processes to the other jurisdictions. He highlighted similarities and differences and requested Board direction on changes to the current process, allowing the Community Development Director the ability to waive or require additional neighborhood meetings, staff’s role and any other recommendations. Board comments and questions have been summarized: Clarifying any discussions taking place at a neighborhood meeting would not require follow up; if items are brought up, determining a method for closure on concerns raised; the value of earlier communication and opportunity for public input on upcoming projects and meeting summaries; whether pre- application meetings can be added to the website; opportunities for the public to submit concerns or potentially subscribe to upcoming application notifications; support was heard for staff attending neighborhood meetings as an observer only; the benefits of an online comment and contractor response log; examples where staff would waive a neighborhood meeting and the importance of striking balance between the neighborhood and property owners. The Board requested an additional discussion on the item at a future study session. DRA F T RECORD OF PROCEEDINGS Town Board Study Session Minutes dated May 26, 2026 – Page 2 Rezoning Criteria. At the August 7, 2025, joint study session with the Estes Park Planning Commission, staff were directed to draft text amendments with a broad range of rezoning criteria and more specifically the meaning and applicability of a “change in conditions”. Three criteria were proposed for consistency with the Comprehensive Plan and Future Land Use Plan consistency, compatibility with surrounding area and mitigation of adverse impacts, and adequate services. Board comments have been summarized: It was recommended using the word “change” versus reduction in the event the change creates an increase; the value in flexible language; and interest was heard in input from the Estes Park Planning Commission. Changes to rezoning criteria would be brought forward for Board consideration at a future meeting. Trustee and Administrator Comments and Questions. None. Future Study Session Agenda Items. It was requested and determined to schedule an additional discussion on the Development Code Neighborhood Meeting Requirements and add a discussion on the Parking License Plate Recognition Policy to approved unscheduled, and add a discussion on a Dark Skies ordinance with Visit Estes Park on August 11, 2026. There being no further business, Mayor Hall adjourned the meeting at 6:36 p.m. ___________________________________ Bunny Victoria Beers, Deputy Town Clerk DRA F T Town of Estes Park, Larimer County, Colorado, April 7, 2026 Minutes of a Regular meeting of the ESTES PARK BOARD OF ADJUSTMENT of the Town of Estes Park, Larimer County, Colorado. The meeting was held in the Town of Estes Park on March 3, 2026. Board: Jeff Moreau, Colin Godsey, Steven Neilson Attending: Chair Moreau, Vice Chair Godsey, Member Neilson, Director Steve Careccia, Planner II Kara Washam, Senior Planner Paul Hornbeck, Town Attorney Dan Kramer, Recording Secretary Karin Swanlund Absent: none Chair Moreau called the meeting to order at 9:00 a.m. There were 4 people in attendance. INTRODUCTIONS: APPROVAL OF AGENDA It was moved and seconded (Godsey/Neilson) to approve the agenda. The motion passed 3-0. APPROVAL OF CONSENT AGENDA It was moved and seconded (Neilsen/Godsey) to approve the Consent Agenda, with a correction to the page 3 motion. The motion passed 3-0. ELECTION OF OFFICERS Member Neilsen nominated Chair Moreau to continue as Chair. Chair Moreau nominated Vice Chair Godsey to continue as vice chair. Member Neisen concurred. The motion passed 3-0. PUBLIC COMMENT: none ACTION ITEMS: 1. Wetlands Setback 1754 Fish Hatchery Rd Senior Planner Hornbeck At the March 3, 2026, meeting, the Board of Adjustment (BOA) considered a variance request regarding activities within wetland setbacks at 1754 Fish Hatchery Road. The BOA continued the item to the next scheduled meeting (April 7, 2026) with a request that wildlife and wetland studies be provided for review. The applicant provided those studies, which were first shared with the BOA in a Supplemental Memo dated March 16, 2026. March 3 review: The applicant submitted a subdivision application that depicts approximately 100 dwelling units and associated road and infrastructure improvements. Roads and associated earthwork and grading are proposed to occur within the 50-foot wetland setback required by Estes Park Development Code (EPDC) Section 7.6.E. The EPDC goes on to describe activities prohibited within the 50-foot setback in Section 7.6.F.1: Prohibited Activities. No person shall engage in any activity that will disturb, remove, fill, drain, dredge, clear, destroy or alter any area, including vegetation, within stream or river corridors, wetlands and their associated buffer/setback areas, except as may be expressly allowed in this Section or Code. No disturbance is proposed within any wetland; however, the applicant requests a variance to EPDC Section 7.6.F.1 to allow activities that would disturb areas within wetland buffer/setback areas as indicated in the table and map in the staff report, plus a 10% margin of error to allow for field changes during construction or other unforeseen circumstances. Factoring in the 10% margin, the variances would allow disturbances Board of Adjustment, April 7, 2026 – Page 2 with the following setbacks from wetlands: 8.7 feet in area B, 15.6 feet in area C, 25.8 feet in area H, and 22.5 feet in area I. Staff recommended that the BOA approve the variance requests subject to the following condition of approval: 1. Best management practices outlined in the application materials shall be adhered to prior to, during, and after construction. DISCUSSION: In answering Member Neilsen's questions, planner Hornbeck noted that the Estes Park Housing Authority (EPHA) is responsible for ensuring that Best Management Practices (BMPs) associated with the development proposal are implemented. The HOA board explored the possibility of hiring a third party to oversee compliance with the BPMs and report back to the EPHA, which was considered a reasonable idea. Also discussed was the difference in the number of BMPs listed in the wildlife report versus the information in the previous meeting packet. It was clarified that the wildlife report is more holistic, addressing overall wildlife impacts, whereas previous documents were strictly focused on wetland protection. Pete Levine, EPHA Director of Real Estate Development, introduced the team. He shared a slide showing the number of needed housing units in the Estes Valley, along with other housing figures. Ronnie Pelusi, Pel-Ona Land Planner for the project, discussed the importance of wetlands and stated that the consultant noted no harm to them with this proposal. Proposed modifications are intended to improve and formalize the wetlands' impact, creating definitive buffers that prevent future damage to sensitive ecosystems. He confirmed that BMPs are included and will be codified through the planning process, including during construction and long-term maintenance, likely through a master HOA. Project Engineer Rob Goss confirmed that erosion control measures are in place at a preliminary level. This includes silt fencing, inlet protection and the use of water quality control ponds to allow solids to settle before discharging clean water. BMP recommends that the team conduct periodic site inspections for at least the first few years following construction to assess erosion control during the first year or so. The board asked about the Colorado Parks and Wildlife (CPW) preliminary recommendation for a 300-foot construction buffer from wetlands and 500 feet from Fall River. Goss explained that the project team is mitigating these concerns by isolating construction activities through silt fencing, straw wattles and erosion control mats, alongside plans to reroute water away from sensitive areas. Palusio argued that the 300-500-foot buffers suggested in the CPW report are exceptionally large and would render the vast majority of existing riverfront development in the community non- compliant. He noted that while federal and state agencies often propose large-scale, generalized buffer requirements, local boards have the authority for discretionary review. Palusio emphasized that the board's role is to determine if the proposal meets the intent of the wetland protections at a site-specific level. He reiterated that, by utilizing BPMs and third-party expert oversight, the project team believes they have effectively satisfied the approval criteria. Public Comment: Sandy Cherman acknowledged the need for workforce housing; however, wetland setbacks are in place for a reason and would like the project to be done without encroachment. Terry Rizzuiti agreed with Mr. Cherman, adding that the daycare center is a bad idea because parents want their kids closer to their work, not their home. Board of Adjustment, April 7, 2026 – Page 3 Kristine Poppitz noted that less than 5 units are affected, and granting the variance could set a dangerous precedent for future development requests. She criticized the project's evacuation plan and urged the board to deny the request, stating that requests are not rights. It was moved and seconded (Moreau/Godsey) to approve the variance request with the following conditions: 1) survey to defined the setback area prior to beginning construction 2) engineering firm to inspect erosion control measures after they are instralled and 3) engineering firm to monitor the erosion control and Best Practice Managemet and original conditions at a minimum of monthly and give a report to the town. The motion passed 3-0. REPORTS: The Development Code is in draft mode, and an open house is scheduled for June. With no further business, Chair Moreau adjourned the meeting at 9:33 a.m. Jeff Moreau, Chair Karin Swanlund, Recording Secretary RESOLUTION 66-26 SETTING THE PUBLIC HEARING FOR A NEW HOTEL & RESTAURANT LIQUOR LICENSE APPLICATION FOR MOUNTAIN BERRY BAKERY, LLC DBA KISSING MOOSE CAFÉ AND SALOON BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: That the filing date of the application for a new HOTEL & RESTAURANT Liquor License, filed by MOUNTAIN BERRY BAKERY, LLC DBA KISSING MOOSE CAFÉ AND SALOON, 1701 North Lake Street, Estes Park, Colorado, is May 14, 2026. It is hereby ordered that a public hearing on said application shall be held in the Board Room of the Municipal Building, 170 MacGregor Avenue, on Tuesday, June 23, 2026, at 7:00 P.M., and that the neighborhood boundaries for the purpose of said application and hearing shall be the area included within a radius of 5 miles, as measured from the center of the applicant's property. DATED this day of , 2026 TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney RESOLUTION 67-26 SETTING THE PUBLIC HEARING FOR A NEW HOTEL & RESTAURANT LIQUOR LICENSE APPLICATION FOR CRAGS LODGE FBS, LLC DBA HISTORIC CRAGS LODGE BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: That the filing date of the application for a new HOTEL & RESTAURANT Liquor License, filed by CRAGS LODGE FBS, LLC DBA HISTORIC CRAGS LODGE, 300 Riverside Drive, Estes Park, Colorado, is May 13, 2026. It is hereby ordered that a public hearing on said application shall be held in the Board Room of the Municipal Building, 170 MacGregor Avenue, on Tuesday, June 23, 2026, at 7:00 P.M., and that the neighborhood boundaries for the purpose of said application and hearing shall be the area included within a radius of 3.85 miles, as measured from the center of the applicant's property. DATED this day of , 2026 TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo Through: Town Administrator Machalek From: Paul J. Fetherston, Internal Services Director Derek Pastor, PMP, Project Manager Robert Shumaker, Facilities Supervisor Department: Internal Services Date: June 9, 2026 Subject: Resolution 68-26 Contract with Garland/DBS, Inc., for the Town Hall Building Roof Replacement, $202,133 – Budgeted Type: Contract/Agreement, Resolution Objective: To enter into a construction contract to replace the identified section of the Town Hall Building roof. Present Situation: The Town Hall building has five (5) distinct and separate sections of flat roof; all of which have been identified to be beyond the useful life. In 2025, the Facilities Division had an assessment completed by two separate vendors regarding the conditions and life expectancy of each distinct roof. The assessments found all the distinct roofs in moderate to poor condition with limited remaining life, and the Section 1 roof over Public Works/ Internal Services Department in failing condition (see attached Town Hall Building Roof Area map). Replacement of all sections simultaneously is cost prohibitive. Since Section 1 roof is the highest priority due to frequent leaks (during a particularly dry winter and spring) and existing roof damage that is beyond repair, Town staff utilized Omnia Partners OPUS (Omnia) - a cooperative purchasing program/ free ecommerce platform that provides public sector and non-profit agencies access to competitively solicited and publicly awarded cooperative contracts across many categories of services and products – to identify options. Garland/ DBS, Inc. is a national industry leader in roofing supplies and services which was awarded a national cooperative contract through Omnia as the lowest responsive, responsible bidder based on the Invitation to Bid requirements. Through this, the Town utilized Garland as a General Contractor for this project. Garland developed a scope of work, materials specifications, bidding advertisement, meetings, and coordinated review from its qualified vendors which submitted proposals. Through that process, four (4) qualified roofing contractors submitted proposals (the Proposal Summary/Evaluation is included) from which Town staff evaluated and selected and recommends Black Roofing Company as the vendor to perform the work under Garland. The Estes Park School District has recently utilized Garland through the Omnia Partners OPUS program for its roofing needs. Additionally, during Garland’s bidding process, roof section 1 tested positive for asbestos containing materials (ACM). The project includes the safe abatement of all ACM through a licensed asbestos removal contractor. The timing of the roof replacement is a challenge. Ideally, the replacement would occur in the visitor off-season, however, the mountain weather limits the roofing season to the June through September period. Based on the active failure of this roof, the replacement is targeted to start in the early parts of the peak visitor season (June/July) to minimize parking disruptions around the Town Hall building where materials staging is needed. The asbestos abatement and roof replacement are expected to take a total of three weeks. Proposal: To consider authorizing the Mayor to sign the contract with Garland/DBS, Inc for the Town Hall roof replacement. Advantages: • Alignment with the 2026 Strategic Policy “We ensure that our facilities are well- maintained and meet the needs of Town Departments and the community.” • Urgent Risk Mitigation: The existing roof is beyond its useful life with frequent water leaks causing interior damage to ceiling tiles and light fixtures. Approving this recommendation will address ongoing water intrusion, reducing the risk of further damage to the building structure, interior finishes, equipment, and operations. • Time Efficiency: Use of a cooperative purchasing program allows the Town to expedite procurement compared to a standalone competitive solicitation. This reduces delays that could worsen existing damage or increase repair/ replacement costs in a volatile economy. • Contractor Vetting: Contractors available through the cooperative purchasing program have already met qualification and performance requirements established by the cooperative, providing an added level of assurance regarding capability and experience. Disadvantages: • Cost: Cooperative purchasing may be perceived by some as less transparent and more costly than a traditional competitive bid process if not clearly explained. • Disruption to the parking and visitor experience. Steps have been taken to minimize the amount of parking spaces sacrificed for staging the materials in Town Staff/Reserved spaces. Performing this work in advance of the peak visitor months will help reduce the impact on the visitors. Action Recommended: Staff recommend Town Board approval of the construction contract with Garland/DBS, Inc. Finance/Resource Impact: The contract cost Garland/DBS, Inc is $202,133.00. This project will be funded through the Facilities Division General Operating Budget fund. In the FY 2026 Q1 Supplemental Budget Amendment in April, the Town Board approved a $200,000 transfer from the Facilities Fund Balance to the Facilities operating budget for this urgent project. The additional funds needed to complete this project will come from the Facilities Operating Budget – Building Repairs and Maintenance Account #650-0-80-33-525020. Level of Public Interest: There is public interest in the Town repairing and maintaining its facilities through professional services in a timely manner. Sample Motion: I move to approve/ deny adoption of Resolution 68-26. Attachments: 1. Resolution 68-26 2. Construction Contract with Garland/DBS, Inc 3. RFP – Town Hall Roof Replacement 4. Garland DBS Town Hall Roof Replacement Proposal 5. Town Hall Roof Replacement Proposal Summary and Evaluation 6. Town Hall Building Roof Areas RESOLUTION 68-26 APPROVING A CONSTRUCTION CONTRACT WITH GARLAND/DBS, INC FOR THE TOWN HALL BUILDING ROOF REPLACEMENT WHEREAS, the Town Board wishes to enter into a construction contract referenced in the title of this resolution for the partial replacement of the Town Hall Building roof; and WHEREAS, the cost of the contract with Garland/DBS, Inc $202,133; and WHEREAS, the Board intends to authorize the Internal Services Director to sign, without additional Board action, change orders that total up to but do not exceed ten percent of the construction contract value ($20,213.30) within the project budget. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board approves, and authorizes the Mayor to sign, the construction contract referenced in the title of this resolution in substantially the form now before the Board. The Board authorizes the Internal Services Director to spend up to $222,346.30 under this contract. DATED this_____ day of ____________________, 2026. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: _________________________________ Town Attorney Attachment 1 ^^ €0 •^€>3'Z^ TOWN OF ESTES PARI<^ CONSTRUCTION CONTRACT Town Hall Building Roof Replacement 170 MacGregor Ave Estes Park, CO 80517 THIS CONTRACT is made at the Town ofEstes Park, Colorado, by and between the Town of Estes Park, Colorado (Town), a municipal corporation, and Garland/DBS, Inc., a Delaware corporation, whose address is 3800 East 91 Street, Cleveland, OH 44105. In consideration of these mutual covenants and conditions, the Town and Contractor agree as follows: SCOPE OF WORK. The Contractor shall execute the entire Work described in the Contract Documents. CONTRACT DOCUMENTS. The Contract incorporates the following Contract Documents. In resolving inconsistencies among two or more of the Contract Documents, precedence will be given in the same order as enumerated. LIST OF CONTRACT DOCUMENTS. The Contract Documents, except for Modifications and Change Orders issued after execution of this Agreement, are: 1. Change Orders; 2. Construction Contract; 3. The following addenda, if any: NA i. Number Date Page(s) 4. Special Conditions; 5. General Conditions; 6. Notice to Proceed; 7. Notice of Award; 8. Invitation to Bid; 9. Bid Bond; 10. Bid Proposal; 11. Instructions to Bidders; 12. Performance Bond and Payment Bond; 13. Insurance Certificates; 14. Construction Progress Schedule; and 15. Any other documents listed as Contract Documents in the General Conditions. CONTRACT PRICE. The Town shall pay the Contractor for performing the Work and the completion of the Project according to the Contract, subject to change orders as approved in Agreement for Construction Contract-Page 1 of 6 Attachment 2 TOVW OF ESTES PARI<^ writing by the Town, under the guidelines in the General Conditions. The Town will pay the base sum of $202,133.00 DOLLARS (Two Hundred Two Thousand One Hundred Thirty Three dollars), to the Contractor, subject to full and satisfactory performance of the terms and conditions of the Contract. The Town has appropriated sufficient money for this work. COMPLETION OF WORK. The Contractor must begin work covered by the Contract within 30 days from the Notice of Award (based on current lead times of equipment and materials), and must achieve Substantial Completion within 60 days &om and including the date of Notice to Proceed, according to the General Conditions. LIQUIDATED DAMAGES. If the Contractor fails to substantially complete the Work within the time period described above, or within such other construction time if modified by a change order, the Town may permit the Contractor to proceed, and in such case, may deduct the sum of $500 for each calendar day that the Work shall remain uncompleted from monies due or that may become due the Contractor. This sum is not a penalty but is the cost of field and office engineering, inspecting, interest on financing and liquidated damages. The parties agree that, under all of the circumstances, the daily basis and the amount set for liquidated damages is a reasonable and equitable estimate of all the Town's actual damages for delay. The Town expends additional personnel effort in administrating the Contract or portions of it that are not completed on time, and such efforts and the costs thereof are impossible to accurately compute. In addition, some, if not all, citizens ofEstes Park incur personal inconvenience and lose confidence in their government as a result of public projects or parts of them not being completed on time, and the impact and damages, certainly serious in monetary as well as other terms are impossible to measure. SERVICE OF NOTICES. Notices are given if sent by registered or certified mail, postage prepaid, to the following address: TOWN OF ESTES PARK: CONTRACTOR: Derek Pastor, PMP Brian Lambert, President Proj ect Manager Garland / DBS, Inc 170 Macgregor Ave 3800 East 91st Street Estes Park, CO 80517 Cleveland, OH 44105 970-577-3957 800-762-8225 dpastor@estes.org blambert@garlandco. corn INSURANCE PROVISIONS. The Contractor must not begin any work until the Contractor obtains, at the Contractor's own expense, all required insurance as specified in the General Conditions. Such insurance must have the approval of the Town ofEstes Park as to limits, form and amount. Agreement for Construction Contract-Page 2 of 6 TOWN OF ESTES PARI<^ RESPONSIBILITY FOR DAMAGE CLAIMS. The Contractor shall indemnify, save harmless, and defend the Town, its officers and employees, from and in all suits, actions or claims of any character brought because of: any injuries or damage received or sustained by any person, persons or property because of operations for the Town under the Contract; the Contractor's failure to comply with the provisions of the Contract; the Contractor's neglect of materials while constmcting the Work; because of any act or omission, neglect or misconduct of the Contractor; because of any claims or amounts recovered from any infringements of patent, trademark, or copyright, unless the design, device, materials or process involved are specifically required by Contract; from any claims or amount arising or recovered under the "Workers' Compensation Act," by reason of the Contractor's failure to comply with the act; pollution or environmental liability; or any failure of the Contractor to comply with any other law, ordinance, order or decree. The Town may retain so much of the money due the Contractor under the Contract, as the Town considers necessary for such purpose, for the Town's use. If no money is due, the Contractor's Surety may be held until such suits, actions, claims for injuries or damages have been settled. M^oney due the Contractor will not be withheld when the Contractor produces satisfactory evidence that the Contractor and the Town are adequately protected by public liability and property damage insurance. The Contractor also agrees to pay the Town all expenses incurred to enforce this "Responsibility for Damage Claim" agreement and if the Contractor's insurer fails to provide or pay for the defense of the Town ofEstes Park, its officers and employees, as additional insureds, the Contractor agrees to pay for the cost of that defense. Nothing in the INSURANCE PROVISIONS of the General Conditions shall limit the Contractor's responsibility for payment of claims, liabilities, damages, fines, penalties, and costs resulting fi-om its performance or nonperformance under the Contract. STATUS OF CONTRACTOR. The Contractor is performing all work under the Contract as an independent contractor and not as an agent or employee of the Town. No employee or official of the Town will supervise the Contractor nor will the Contractor exercise supervision over any employee or official of the Town. The Contractor shall not represent that it is an employee or agent of the Town in any capacity. The Contractor and its employees are not entitled to Workers' Compensation benefits from the Town and are obligated to pay federal and state income tax on money earned pursuant to the Contract. This is not an exclusive contract. THIRD-PARTY BENEFICIARIES. None of the terms or conditions in the Contract shall give or allow any claim, benefit, or right of action by any third person not a party to the Contract. Any person except the Town or the Contractor receiving services or benefits under the Contract shall be only an incidental beneficiary. INTEGRATION. The Contract is an integration of the entire understanding of the parties with respect to the matters set forth in it, and supersedes prior negotiations, written or oral representations and agreements. Agreement for Construction Conti'act-Page 3 of 6 mi TOWN OF ESTES PARI<^ DEFINITIONS. The Definitions in the General Conditions apply to the entire Contract unless modified within a Contract Document. EXECUTED this day of _, 2026. (Signature pages to follow.) Agreement for Construction Contract-Page 4 of 6 II—TOV/N OF ESTES PARI<^ TOWN OF ESTES PARK By:. Date Title: State of_)) ssCounty of_) The foregoing instmment was acknowledged before me by_, as of the Town ofEstes Park, a Colorado municipal corporation, on behalf of the corporation, this _ day of_, 2026. Witness my hand and official Seal. My Commission expires Notary Public APPROVED AS TO FORM: Town Attorney Agreement for Construction Contract-Page 5 of 6 CONTRACTOR By:. TOWN OF ESTES PARI<^ "I^.A- l.-z.^c Title: ^.i^ ^^^c^ "f^esJt^ State of <^4^d t County of (_o^o^<»< The foregoing instrument was acknowledged before me by Date ss: ^ as J7?7/'^//.// .^""C"""' of (Title of party signing) ^Wo (State of incorporation) day of. (Name of party signing^ ^^f^J/\^(^ r^c (Name of corporation) corporation, onbehalfofthe corporation! . LLr^. ^""••^ '<->^ Witness my hand and official Seal. My Commission expires //' •^'' ^Q< ,»*»•"""»<,,,.^^<£\ ^/^'^Y,5^;..-' ''"«n.o<^ _,2026.**««lf*«****v Agreement for Construction Contract-Page 6 of 6 © Garland/DBS, Inc. ™ – All rights reserved 3800 East 91st Street Cleveland, Ohio 44105 Project Manual For: Town of Estes Park Town Hall 170 MacGregor Ave Estes Park, CO 80517 Project: Town Hall Due Date: April 7th, 2026 Project Owner: Town of Estes Park Attachment 3 Town of Estes Park: Town Hall i All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc., Design-Build Solutions, Inc., or Garland/DBS, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. Table of Contents 1 Instruction to Bidders ..................................................................................................... 3 2 Bid Forms ........................................................................................................................ 6 3 Sample Contract .............................................................................................................. 7 4 Scope Of Work................................................................................................................35 5 Specifications .................................................................................................................40 6 Drawing Package ............................................................................................................63 7 Material Data Sheets ......................................................................................................80 Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 1 Instruction to Bidders In accordance with the Invitation to Bid, the bid form must be submitted in accordance with the following: BID DUE DATE: Tuesday, April 7th, 2026 1. Bids can be submitted in one of the following two formats using the bid forms as provided herein: a. Via Centerpoint link provided at the start of the project b. E-mail Bids to: DBSbids@garlandind.com 2. If you have any questions regarding the bid documents, please call Patrick Diskin t (970) 325-3099. 3. Coordination with the Owner, as specified hereinafter, shall be made exclusively through the General Contractor’s Representative(s): Patrick Diskin (970) 325-3099. 4. Bid Bonds are not required for this project. Performance and Payment Bonds will not be required if awarded the project. Performance and payment bonds will be provided by Garland/DBS, Inc., herein referred to as “General Contractor” for the project. 5. Time is of the essence prior to contract signing, the number of consecutive working days necessary for the completion of the project shall be established by both parties. 6. Jobsite cleanliness, owner rules and safety are critical. If these items are not followed, a written warning will be administered. After your third written warning, Liquidated damages of $500 per day will be implemented. 7. It is the General Contractor’s intention to remit payment of approved invoice amounts within forty-five (45) days of General Contractor’s acceptance. Most often payment is made at thirty (30) days. Deductions may be made for unapproved amounts invoiced and/or any penalties or damages incurred by the Owner or General Contractor. 8. The final invoice for retention will be paid upon the General Contractor’s receipt of final payment by the Owner. 9. All Invoices must be submitted to General Contractor on AIA G702/G703 invoice forms or approved equal. 10. The contractor shall be prepared to submit a Certificate of Insurance with the Owner and General Contractor identified as the additional insured in accordance with the requirements as outlined in the Supplementary Conditions. 11. The Contractor shall be responsible for any building permits required by the County where the project is located, and must comply with all local, State, and Federal requirements. 12. Once the project is awarded and a start date is determined the contractor must continue to work, full-time and with a sufficient workforce able to faithfully prosecute the Work until final completion is issued by the General Contractor. Roofing must be performed in logical sequence and in accordance with the specification documents as provided herein, deviations will only be allowed under direction of the General Contractor or Owner. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 13. Bid sheets have been provided and shall be completed in full. Unit costs must be provided for additional / optional items that are reasonably foreseen as being required for the roof installation. Any expected latent or concealed site conditions should be identified upfront with unit pricing. 14. Bidders are reminded that the General Contractor is purchasing the Garland roof system materials for this project. Bidders should adjust profit and overhead accordingly as they are not incurring the expense of the materials but will still need to handle the materials and load the roof once the materials arrive at the site. 15. Bidders are reminded that the freight for the General Contractor supplied materials will be paid for by the General Contractor and will not be an expense to the Bidder. 16. Bidders are reminded that sales or use tax on the General Contractor supplied materials will be paid for by the General Contractor and will not be an expense to the Bidder. 17. Bidders are responsible for all materials not supplied by the General Contractor, as well as the associative costs for freight and sales or use taxes, if applicable. 18. As a general contractor, Garland/DBS can choose to award subcontract based upon any combination of price, qualifications, past performance, schedule and availability. The Owner and Garland/DBS have the right to accept or reject any or all subcontractor quotes for any reason. Prospective subcontractor(s) shall have no legal recourse against the Owner and Garland/DBS for the acceptance or rejection of any subcontractor quote 19. This project and all contracts affiliated are being used through Garland/Garland DBS Inc’s Premier Contract. 20. This project will be intended to begin in June 2026. Please note how long you will be able to hold your pricing in your proposal. 21. Bidders shall provide a Base Bid for the replacement of Section 1 using the System 1: 2- Ply Hybrid System, with independent Add Alternates for the replacement of Sections 2 and 4 (Hybrid System), and a separate Add/Deduct Alternate for the substitution of the System 2: 2-Ply Modified Bitumen System across all selected roof sections: Bid Submission Requirements To ensure a comprehensive evaluation of all proposals, Bidders are required to provide separate pricing for each designated roof area and system type as outlined below. 1. Project Segmentation Base bids must be broken down by the following roof sections:  Section 1  Section 2  Section 4 2. Required System Types Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. Bidders must provide pricing for both of the following specified assemblies for each section:  System 1: 2-Ply Hybrid System 2  System 2: Ply Modified Bitumen (BUR) Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 2 Bid Forms Bidder must completely fill-out the following bid forms and submit them via the following methods: 1. E-mail Bids to: DBSbids@garlandind.com 2. Fax Bids to: (216) 883-2055 Bidders should use best efforts to identify potential latent or concealed site conditions and provide unit costs for them in the appropriate section of the bid documents as to establish pricing for what may be unforeseen site conditions upfront. PLEASE DOUBLE CHECK YOUR PRICING TO BE AS COMPETITIVE AS POSSIBLE: 1. The General Contractor is purchasing the Garland roof system materials for this project. a. Adjust profit and overhead accordingly as you are not incurring the expense of the materials b. Account for the handling, storage and staging of the Garland materials in your price 2. The General Contractor is responsible for paying the freight associated with the Garland roof system materials. a. Remove any associated freight on Garland material from your price 3. The General Contractor is responsible for paying the sales or use tax on the Garland roof system materials. a. Do not include sales and use tax, if applicable, for the Garland Roof System Materials in your price b. Include all other materials not supplied by the General Contractor, as well as, the costs, freight, and sales or use taxes associated with them. 4. The General Contractor is providing Performance and Payment Bonds if the project is awarded. a. Do not include the costs of performance and payment bonds in your price. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 3 Sample Contract Bidder is responsible for ensuring that their bid is in compliance with all of the requirements as listed in the supplemental conditions (sample contract) as provided in this section. Any deviations or exceptions taken to the contract terms must be noted in bid response before the bid closing. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 4 Scope of Work SECTION 00410 SUMMARY OF WORK PART 1 PART 1 - GENERAL 1.1 RELATED DOCUMENTS A. SYSTEM 1 – 2-PLY Hybrid KEE-STONE B. SYSTEM 2 – 2-PLY MOD-BIT BUR FLOOD & GRAVEL 1.2 SUMMARY OF WORK A. SYSTEM 1 – 2-PLY HYBRID KEE-STONE 1. Coordinate with abatement contractor for the removal of all existing asbestos-containing roof assembly down to the deck. 2. Remove all existing roof assembly within down to the deck, properly and legally dispose of off- site. Move tables and rooftop equipment as required. 3. Remove existing coping, counterflashing within Roof Section 1. Properly and legally dispose of off-site. 4. Remove all existing surface-mounted counterflashing where existing. Grind out and remove all old sealant and debris from the masonry or substrate surface to ensure a clean, smooth attachment point for new metal. 5. The Contractor shall ensure all curb, base, and parapet wall flashings maintain a minimum vertical height of 8 inches above the finished roof surface. If existing curbs or walls do not provide the required 8-inch clearance after the installation of the new tapered insulation and coverboard, the Contractor is responsible for furnishing and installing pressure-treated wood Nailers or curb extensions to achieve the specified height prior to membrane application. This requirement excludes perimeter drip edge or gravel stop locations where the membrane must transition to the roof edge for proper drainage. 6. Contractor is responsible for the temporary hoisting, disconnection, and reconnection of all rooftop HVAC units, piping, and conduits to provide unobstructed roof access and achieve the mandatory 8-inch flashing height. This includes furnishing all necessary curb extensions, sleepers, and mechanical/electrical modifications required to return equipment to full operation. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 7. Any major HVAC, gas, or electrical re-routing or modifications must be performed by a Colorado- licensed professional in the respective trade to ensure compliance with all state and local building codes. 8. Apply Garland SA Primer to the cleaned structural deck at a rate of 0.5 gal./100 sq. ft.. Allow primer to dry tack-free (approx. 1–2 hours) prior to membrane application. 9. Furnish and install VaporSmart SA self-adhering vapor retarder directly to the primed substrate. Overlap side laps 3" and head laps 6". Membrane must be pressed into place using a 75 lb. weighted roller to ensure full pressure-activated adhesion. 10. Furnish and install new pressure treated 2X Nailer as required to level parapet profile. 11. Furnish and install new flat and tapered PolyIso Insulation boards atop existing deck via gang fastening assembly utilizing Trufast #15 EHD fasteners within Roof Section 1, to meet average R- 30. 12. Install tapered PolyIso cricket’s upslope of all curbs. Sump all internal drains (4'x4') to meet min 1/2" per foot positive slope. 13. Install and gang fasten new 1/2” DensDeck Prime cover board throughout field utilizing Trufast #15 EHD fasteners. 14. Modified Base Sheet Installation: Furnish and install new Garland SBS Modified Base Sheet throughout all fields and flashings within Roof Section 1. For field areas, set membrane in Green- Lock Plus Membrane Adhesive applied with a notched squeegee at a rate of 2.0–2.5 gal./100 sq. ft.. For all flashing applications, set membrane in Green-Lock Plus Flashing Adhesive using a dual-application method: apply 2–3 gal./100 sq. ft. to the substrate and an additional 2–3 gal./100 sq. ft. to the back of the flashing piece with a 1/8" notched trowel (total coverage 4–6 gal./100 sq. ft.). Ensure base ply flashings extend a minimum of 6 inches onto the field of the roof. 15. Install new KEE-Stone HP Cap Sheet throughout field of all roof areas, set in KEE-Lock™ Spatter Spray adhesive per manufacturers specifications. 16. Install new 80mil min. thickness dual fiberglass reinforced Styrene-Butadiene-Styrene Modified Base Sheet to all equipment curb, roof hatch and parapet flashings set in Green-Lock Plus Flashing adhesive at 3-4gal per 100sqft coverage rate. 17. Install new 60mil NF KEE-Modified Cap Sheet to all equipment curb, roof hatch and parapet flashings set in KEE-Lock™ flashing adhesive at 3.0gal./100sq.ft. per manufacturers specifications. 18. Remove and replace the existing expansion joint in-kind along the southern portion of Section 1 at the wall transition. The Contractor is responsible for all necessary tie-ins and reflashing into the existing adjacent shingle roof to ensure a watertight transition between the low-slope and steep- slope assemblies. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 19. All new flashings to be terminated w/ new termination bar pinned each 6” o.c., set in butyl tape, caulk bar w/ GreenLock Structural Adhesive. 20. Install new lead flashings to all drain sumps. 21. Furnish and install new primed lead jacks and flashings to all stacks, jacks, vents and drain sumps. 22. All through wall scuppers replace lining metal utilizing R-MER KEE-Clad Flat Stock KEE Clad Metal. Metal requires Primer. 23. Furnish and install new water and Ice membrane (R-mer Seal) along all coping cap flashings per manufacturer specification and detail provided. 24. Furnish and install new 22-guage galv. with Cleats. @ 18” o.c. per provided detail. 25. Install new 24ga Kynar coping metal at all parapets, per roof system manufacturer specifications, in Town Approved color. Install surface-mounted counterflashing at coping-to-masonry wall transitions. 26. Furnish and install new 24ga Garland Kynar surface-mounted counterflashing where existing. Metal shall be fastened 6” o.c. using stainless steel expansion anchors. Apply a continuous bead of high-performance sealant to the top of the counterflashing flange and tool to a 45-degree angle to ensure a watertight shed. 27. Contractor Furnish and install one (1) new exterior-grade, OSHA-compliant fixed galvanized steel ladder providing access between Roof Section 2 and Roof Section 4. The ladder shall be mechanically secured to the vertical wall structure using heavy-duty standoff brackets and stainless-steel masonry anchors. All mounting points must be fully flashed and sealed into the new SBS membrane and wall assembly per manufacturer’s 30-year NDL warranty requirements. Ladder shall feature a hot-dipped galvanized finish for corrosion resistance and include serrated, slip-resistant rungs. 28. Furnish and install new 24ga Garland Kynar counterflashing metal, where existing, in Town- Approved color. 29. Install new premanufactured accessories to properly detail per manufacturer’s specifications all penetrations, corners and roof conditions. 30. Set mechanical equipment atop new pressure treated 4”x4” sleepers and SBS slip pads. Roofing Contractor is responsible for disconnect/reconnect as required. 31. All loose-laid equipment curbs, sleepers and equipment to be set atop new rubberized slip pad. 32. Set all plumbing and gas lines atop new rubberized slip pad. – set atop dura-block. New dura- block every 12’ o.c. 33. Set all plumbing and conduit lines atop new rubberized DuraBlock each 12ft min. 34. Install new cast iron drain covers and clamp rings. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 35. All drains are required to be cleared and tested upon roofing installation completion. 36. Installer to provide 2 Year Workmanship Warranty. 37. Roof System Manufacturer to provide 30 Year NDL Warranty. a. Line-item pricing: i. Price per square foot to replace existing wood decking in-kind. B. SYSTEM 2 – 2-PLY MOD-BIT BUR FLOOD & GRAVEL 1. Coordinate with abatement contractor for the removal of all existing asbestos-containing roof assembly down to the deck. 2. Remove all existing roof assembly within down to the deck, properly and legally dispose of off- site. Move tables and rooftop equipment as required. 3. Remove existing coping, counterflashing within Roof Section 1. Properly and legally dispose of off-site. 4. Remove all existing surface-mounted counterflashing where existing. Grind out and remove all old sealant and debris from the masonry or substrate surface to ensure a clean, smooth attachment point for new metal. 5. The Contractor shall ensure all curb, base, and parapet wall flashings maintain a minimum vertical height of 8 inches above the finished roof surface. If existing curbs or walls do not provide the required 8-inch clearance after the installation of the new tapered insulation and coverboard, the Contractor is responsible for furnishing and installing pressure-treated wood Nailers or curb extensions to achieve the specified height prior to membrane application. This requirement excludes perimeter drip edge or gravel stop locations where the membrane must transition to the roof edge for proper drainage. 6. Apply Garland SA Primer to the cleaned structural deck at a rate of 0.5 gal./100 sq. ft.. Allow primer to dry tack-free (approx. 1–2 hours) prior to membrane application. 7. Furnish and install VaporSmart SA self-adhering vapor retarder directly to the primed substrate. Overlap side laps 3" and head laps 6". Membrane must be pressed into place using a 75 lb. weighted roller to ensure full pressure-activated adhesion. 8. Furnish and install new pressure treated 2X Nailer as required to level parapet profile. 9. Furnish and install new flat and tapered PolyIso Insulation boards atop existing deck via gang fastening assembly utilizing Trufast #15 EHD fasteners within Roof Section 1, to meet average R- 30. 10. Install tapered PolyIso cricket’s upslope of all curbs. Sump all internal drains (4'x4') to meet min 1/2" per foot positive slope. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 11. Install and gang fasten new 1/2” DensDeck Prime cover board throughout field utilizing Trufast #15 EHD fasteners. 12. Modified Base Sheet Installation: Furnish and install new Garland SBS Modified Base Sheet throughout all fields and flashings within Roof Section 1. For field areas, set membrane in Green- Lock Plus Membrane Adhesive applied with a notched squeegee at a rate of 2.0–2.5 gal./100 sq. ft. For all flashing applications, set membrane in Green-Lock Plus Flashing Adhesive using a dual-application method: apply 2–3 gal./100 sq. ft. to the substrate and an additional 2–3 gal./100 sq. ft. to the back of the flashing piece with a 1/8" notched trowel (total coverage 4–6 gal./100 sq. ft.). Ensure base ply flashings extend a minimum of 6 inches onto the field of the roof. 13. Modified Cap Sheet Installation: Furnish and install new Garland SBS Modified Mineral Cap Sheet throughout all fields and flashings within Roof Section 1. All sheets must be unrolled and allowed to relax prior to application. For field areas, set membrane in Green-Lock Plus Membrane Adhesive at a rate of 2.0–2.5 gal./100 sq. ft. and use a push broom to ensure 100% contact with the substrate. For all flashing applications, set membrane in Green-Lock Plus Flashing Adhesive at a rate of 2–3 gal./100 sq. ft. to both the substrate and the back of the membrane (total coverage 4–6 gal./100 sq. ft.). 14. All new flashings to be terminated w/ new termination bar pinned each 6” o.c., set in butyl tape, caulk bar w/ GreenLock Structural Adhesive. 15. Remove and replace the existing expansion joint in-kind along the southern portion of Section 1 at the wall transition. The Contractor is responsible for all necessary tie-ins and reflashing into the existing adjacent shingle roof to ensure a watertight transition between the low-slope and steep- slope assemblies. 16. 3-Course all flashing laps with SilverFlash Aluminized Mastic, at 2.5gal per 100sqft with scrim embedded. 17. Coat all new flashings w/ Silver Shield Aluminized Surfacing at 2gal per 100sqft – single coat application. 18. Furnish and install new 24ga Garland Kynar counterflashing metal, where existing, in Town- Approved color. 19. Furnish and install new primed lead jacks and flashings to all stacks, jacks, vents and drain sumps. 20. At all existing internal drains and through-wall scupper sumps, omit 3/8” aggregate and surface flood coat with mixed 2”-4” river rock, extending 3’ from drain/sump center. 21. Furnish and install new water and Ice membrane (R-mer Seal) along all coping cap flashings per manufacturer specification and detail provided. 22. Furnish and install new 22-guage galv. with Cleats. @ 18” o.c. per provided detail. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 23. Furnish and install new 24ga Garland Kynar surface-mounted counterflashing where existing. Metal shall be fastened 6” o.c. using stainless steel expansion anchors. Apply a continuous bead of high-performance sealant to the top of the counterflashing flange and tool to a 45-degree angle to ensure a watertight shed. 24. Contractor Furnish and install one (1) new exterior-grade, OSHA-compliant fixed galvanized steel ladder providing access between Roof Section 2 and Roof Section 4. The ladder shall be mechanically secured to the vertical wall structure using heavy-duty standoff brackets and stainless-steel masonry anchors. All mounting points must be fully flashed and sealed into the new SBS membrane and wall assembly per manufacturer’s 30-year NDL warranty requirements. Ladder shall feature a hot-dipped galvanized finish for corrosion resistance and include serrated, slip-resistant rungs. 25. Install new 24ga Kynar coping metal at all parapets, per roof system manufacturer specifications, in Town Approved color. Install surface-mounted counterflashing at coping-to-masonry wall transitions. 26. Set mechanical equipment atop new pressure treated 4”x4” sleepers and SBS slip pads. Roofing Contractor is responsible for disconnect/reconnect as required. 27. Furnish and install new cast iron drain covers and clamp rings where existing. 28. Set all plumbing and conduit lines atop new rubberized DuraBlock each 12ft min. 29. Installer to provide 2 Year Workmanship Warranty. 30. Roof System Manufacturer to provide 30 Year NDL Warranty. a. Line-item pricing: i. Price per square foot to replace existing wood decking in-kind. 1.3 PROTECTION A. The contractor shall use every available precaution to provide for the safety of the property owner, visitors to the site, and all connected with the work under the Contract. B. All existing facilities both above and below ground shall be protected and maintained free of damage. Existing facilities shall remain operating during the period of construction unless otherwise permitted. All access roadways must remain open to traffic unless otherwise permitted. C. Barricades shall be erected to fence off all construction areas from operations personnel. D. Safety Requirements: 1. All applications, material handling, and associated equipment shall conform to and be operated in conformance with OSHA safety requirements. 2. Comply with federal, state, and local and owner fire and safety requirements. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 3. Advise owner whenever work is expected to be hazardous to owner employees and/or operations. 4. Maintain a crewman as a floor guard whenever roof decking is being repaired or replaced and whenever any roofing is being removed. 5. Maintain proper fire extinguisher within easy access whenever power tools, roofing kettles, and torches are being used. 6. ALL SAFETY REQUIREMENTS OF THE BUILDING OWNER MUST BE FOLLOWED. NO EXCEPTIONS WILL BE PERMITTED. 1.4 HOUSEKEEPING A. Keep materials neat and orderly. B. Remove scrap, waste and debris from the project area. C. Maintenance of clean conditions while work is in progress and cleanup when work is completed shall be inn strict accordance with the “General Conditions” of this contract. D. Fire protection during construction. E. Follow all requirements established by the building owner. END OF SECTION 5 Specification SECTION 07 52 00 MODIFIED BITUMINOUS MEMBRANE ROOFING Display hidden notes to specifier. (Don't know how? Click Here) Copyright 2026 ARCAT, Inc. - All rights reserved PART 1 GENERAL 1.1 SECTION INCLUDES A. Cold Applied 2-Ply Asphalt Roofing (StressPly, OptiMax, or VersiPly). (2.2.)(3.4) B. Cold Applied 2-Ply Thermoplastic Hybrid Roof System (KEE-Stone HP and FB 60). (2.10)(3.4) Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. C. Accessories. (2.12) D. Edge Treatment and Roof Penetration Flashings. (2.13)(3.9) 1.2 RELATED SECTIONS A. Section 03 50 00 - Cement Deck Preparation. B. Section 05 31 00 - Metal Roof Panels. C. Section 06 10 00 - Rough Carpentry. D. Section 07 22 00 - Insulation Board: Insulation and fastening. E. Section 07 62 00 - Sheet Metal Flashing and Trim: Weather protection for base flashings. F. Section 07 72 33 - Roof Hatches: Frame and integral curb; Counter flashing. G. Section 08 60 00 - Unit Skylights: Skylight frame and integral curb and counter flashing. H. Section 08 63 00 - Metal-Framed Skylights: Skylight frame and integral curb and counter flashing. I. Section 08 61 00 - Roof Windows: Counter flashing J. Section 22 14 26 - Piping Specialties: Roof Drains. 1.3 REFERENCES A. ASTM C 920 - Standard Specification for Elastomeric Joint Sealants. B. ASTM D 41 - Standard Specification for Asphalt Primer Used in Roofing, Dampproofing, and Waterproofing. C. ASTM D 312 - Standard Specification for Asphalt used in Roofing. D. ASTM D 412 - Tensile Test on Rubber and Elastomers. E. ASTM D 1863 Standard Specification for Mineral Aggregate Used as a Protective Coating for Roofing. F. ASTM D 2178 Standard Specification for Asphalt Glass Felt Used in Roofing and Waterproofing. G. ASTM D 2824 Standard Specification for Aluminum-Pigmented Asphalt Roof Coating. H. ASTM D 3019 - Standard Specification for Lap Cement Used with Asphalt Roll Roofing, Non-Fibered, and Fibered. I. ASTM D 4586 Standard Specification for Asphalt Roof Cement, Asbestos-Free. J. ASTM D 4601 Standard Specification for Asphalt Coated Glass Fiber Base Sheet Used in Roofing. K. ASTM D 5147 Standard Test Method for Sampling and Testing Modified Bituminous Sheet Materials. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. L. ASTM D 6162 Standard Specification for Styrene Butadiene Styrene (SBS) Modified Bituminous Sheet Materials Using a Combination of Polyester and Glass Fiber Reinforcements. M. ASTM D 6163 Standard Specification for Styrene Butadiene Styrene (SBS) Modified Bituminous Sheet Materials Using Glass Fiber Reinforcements. N. ASTM D 6164 - Standard Specification for Styrene Butadiene Styrene (SBS) Modified Bituminous Sheet Materials Using Polyester Reinforcements. O. ASTM D 6754 - Standard Specification for Ketone Ethylene Ester (KEE) Sheet Roofing. P. ASTM D 6757 - Standard Specification for Underlayment Felt Containing Inorganic Fibers Used in Steep-Slope Roofing. Q. ASTM E 108 - Standard Test Methods for Fire Test of Roof Coverings R. Factory Mutual Research (FM): Roof Assembly Classifications. S. National Roofing Contractors Association (NRCA): Roofing and Waterproofing Manual. T. Sheet Metal and Air Conditioning Contractors National Association, Inc. (SMACNA) - Architectural Sheet Metal Manual. U. Underwriters Laboratories, Inc. (UL): Fire Hazard Classifications. V. Intertek/Warnock Hersey (WH): Fire Hazard Classifications. W. ANSI-SPRI ES-1 Wind Design Standard for Edge Systems used with Low Slope Roofing Systems. X. ASCE 7, Minimum Design Loads for Buildings and Other Structures Y. UL - Fire Resistance Directory. Z. FM Approvals - Roof Coverings and/or RoofNav assembly database. AA. FBC - Florida Building Code. BB. Miami-Dade Building Code Compliance - N.O.A. (Notice of Acceptance). CC. California Title 24 Energy Efficient Standards. 1.4 DESIGN / PERFORMANCE REQUIREMENTS A. Perform work in accordance with all federal, state and local codes. B. Exterior Fire Test Exposure: Roof system shall achieve a UL, FM or WH Class rating for roof slopes indicated on the Drawings as follows: 1. Factory Mutual Class A Rating. 2. Underwriters Laboratory Class A Rating. 3. Intertek/Warnock Hersey Class A Rating. C. SECTION 1 1. Uniform Wind Uplift Load Capacity Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. a. Installed roof system shall withstand negative (uplift) design wind loading pressures complying with the following criteria. 1) Design Code: ASCE 7, Method 2 for Components and Cladding. 2) Importance Category: a) I. b) II. c) III. d) IV 3) Wind Speed: _174__ mph 4) Exposure Category: a) B. b) C. c) D. 5) Design Roof Height: _20__ feet. 6) Minimum Building Width: _46__ feet. 7) Roof Pitch: _0.25__ :12. 8) Roof Area Design Uplift Pressure: a) Zone 1' Interior Field of Roof _38.5___psf b) Zone 1 - Field of roof _67.0__ psf c) Zone 2 - Eaves, ridges, hips and rakes _88.4__ psf d) Zone 3 - Corners _120.5__ psf 2. Live Load: Not to exceed original building design. 3. Dead Load: a. Installation of new roofing materials shall not exceed the dead load capacity of the existing roof structure. D. SECTION 2 1. Uniform Wind Uplift Load Capacity a. Installed roof system shall withstand negative (uplift) design wind loading pressures complying with the following criteria. 1) Design Code: ASCE 7, Method 2 for Components and Cladding. 2) Importance Category: a) I. b) II. c) III. d) IV 3) Wind Speed: _174__ mph 4) Exposure Category: a) B. b) C. c) D. 5) Design Roof Height: _30__ feet. 6) Minimum Building Width: _58__ feet. 7) Roof Pitch: _0.25__ :12. 8) Roof Area Design Uplift Pressure: a) Zone 1' Interior Field of Roof _41.9___psf b) Zone 1 - Field of roof _73.0__ psf c) Zone 2 - Eaves, ridges, hips and rakes _96.3__ psf d) Zone 3 - Corners _131.2__ psf 2. Live Load: Not to exceed original building design. 3. Dead Load: a. Installation of new roofing materials shall not exceed the dead load capacity of the existing roof structure. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. E. SECTION 4 1. Uniform Wind Uplift Load Capacity a. Installed roof system shall withstand negative (uplift) design wind loading pressures complying with the following criteria. 1) Design Code: ASCE 7, Method 2 for Components and Cladding. 2) Importance Category: a) I. b) II. c) III. d) IV 3) Wind Speed: _174__ mph 4) Exposure Category: a) B. b) C. c) D. 5) Design Roof Height: _40__ feet. 6) Minimum Building Width: _52__ feet. 7) Roof Pitch: _0.25__ :12. 8) Roof Area Design Uplift Pressure: a) Zone 1' Interior Field of Roof _44.6___psf b) Zone 1 - Field of roof _77.6__ psf c) Zone 2 - Eaves, ridges, hips and rakes _102.3__ psf d) Zone 3 - Corners _139.4__ psf 2. Live Load: Not to exceed original building design. 3. Dead Load: a. Installation of new roofing materials shall not exceed the dead load capacity of the existing roof structure. F. 1. Uniform Wind Uplift Load Capacity a. Installed roof system shall withstand negative (uplift) design wind loading pressures complying with the following criteria. 1) Design Code: ASCE 7, Method 2 for Components and Cladding. 2) Importance Category: a) I. b) II. c) III. d) IV 3) Importance Factor of: a) 0.77 b) 1.0 c) 1.15 d) 2.0 4) Wind Speed: ___ mph 5) Exposure Category: a) B. b) C. c) D. 6) Design Roof Height: ___ feet. 7) Minimum Building Width: ___ feet. 8) Roof Pitch: ___ :12. 9) Roof Area Design Uplift Pressure: a) Zone 1' Interior Field of Roof ____psf Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. b) Zone 1 - Field of roof ___ psf c) Zone 2 - Eaves, ridges, hips and rakes ___ psf d) Zone 3 - Corners ___ psf 2. Snow Load: ___ psf. 3. Live Load: Not to exceed original building design. 4. Dead Load: a. Installation of new roofing materials shall not exceed the dead load capacity of the existing roof structure. G. LEED: Roof system shall meet the reflectivity and emissivity criteria to qualify for one point under the LEED credit category, Credit 7.2, Landscape & Exterior Design to Reduce Heat Island - Roof. H. Roof system shall have been tested in compliance with the following codes and test requirements: 1. Florida FBC (For use outside Miami-Dade and Broward Counties): a. Membrane Systems FL____ b. Roofing Underlayments FL_____ c. Roofing Cements and Coatings FL____ 2. Miami-Dade County: a. Self-Adhered Membrane Systems Over: 1) Concrete Decks N.O.A. 2) Lightweight Concrete Decks N.O.A. 3) Recover Decks N.O.A. 4) Steel Decks N.O.A. 5) Wood Decks N.O.A. b. Torch and Mop Membrane Systems Over 1) Concrete Decks N.O.A. 2) Lightweight Concrete Decks N.O.A. 3) Recover Decks N.O.A. 4) Steel Decks N.O.A. 5) Wood Decks N.O.A. c. Roofing Underlayments 1) Garland Underlayments N.O.A. d. Roofing Cements and Coatings 1) Garland Coatings and Mastics N.O.A. 3. Cool Roof Rating Council: a. CRRC Directory CRRC ____ 4. International Code Council Evaluation Service (ICC-ES): a. Membrane Systems 1) ESR-_____ b. Roofing Underlayments 1) Garland Underlayments ESR-_____ 2) Surfacing UDL ESR-_____ 5. Texas Department of Insurance: a. Product Evaluation RC-___ 6. Underwriters Laboratories: a. Certification TGFU.R________ 7. Intertek/Warnock Hersey a. ITS Directory of Listed Products 8. FM Approvals: a. RoofNav Website Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 1.5 SUBMITTALS A. Submit under provisions of Section 01 30 00. B. Product Data: Manufacturer's data sheets on each product to be used, including: 1. Preparation instructions and recommendations. 2. Storage and handling requirements and recommendations. 3. Installation instructions. C. Shop Drawings: Submit shop drawings including installation details of roofing, flashing, fastening, insulation and vapor retarder, including notation of roof slopes and fastening patterns of insulation and base modified bitumen membrane, prior to job start. D. Design Pressure Calculations: Submit design pressure calculations for the roof area in accordance with ASCE 7 and local Building Code requirements. Include a roof system attachment analysis report, certifying the system's compliance with applicable wind load requirements before Work begins. E. LEED Submittals: Provide documentation of how the requirements of Credit will be met: 1. List of proposed materials with recycled content. Indicate post-consumer recycled content and pre-consumer recycled content for each product having recycled content. 2. Product data and certification letter indicating percentages by weight of post- consumer and pre-consumer recycled content for products having recycled content. 3. Product reflectivity and emissivity criteria to qualify for one point under the LEED credit category, Credit 7.2, Landscape & Exterior Design to Reduce Heat Island - Roof. F. Verification Samples: For each modified bituminous membrane ply product specified, two samples, minimum size 6 inches (150 mm) square, representing actual product, color, and patterns. G. Manufacturer's Fire Compliance Certificate: Certify that the roof system furnished is approved by Factory Mutual (FM), Underwriters Laboratories (UL), Warnock Hersey (WH) or approved third party testing facility in accordance with ASTM E108, Class A for external fire and meets local or nationally recognized building codes. H. Closeout Submittals: Provide manufacturer's maintenance instructions that include recommendations for periodic inspection and maintenance of all completed roofing work. Provide product warranty executed by the manufacturer. Assist Owner in preparation and submittal of roof installation acceptance certification as may be necessary in connection with fire and extended coverage insurance on roofing and associated work. 1.6 QUALITY ASSURANCE A. Perform Work in accordance with NRCA Roofing and Waterproofing Manual. B. Manufacturer Qualifications: Company specializing in manufacturing products specified with documented ISO 9001 certification and minimum of twelve years of documented experience and must not have been in Chapter 11 bankruptcy during the last five years. C. Installer Qualifications: Company specializing in performing Work of this section with minimum five years documented experience and a certified Pre-Approved Garland Contractor. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. D. Installer's Field Supervision: Maintain a full-time Supervisor/Foreman on job site during all phases of roofing work while roofing work is in progress. E. Manufacturer's Field Supervision: A representative of the roof system manufacturer must be present (insert days here) days per week during the roof system installation. F. Product Certification: Provide manufacturer's certification that materials are manufactured in the United States and conform to requirements specified herein, are chemically and physically compatible with each other, and are suitable for inclusion within the total roof system specified herein. G. Source Limitations: Obtain all components of roof system from a single manufacturer. Secondary products that are required shall be recommended and approved in writing by the roofing system Manufacturer. Upon request of the Architect or Owner, submit Manufacturer's written approval of secondary components in list form, signed by an authorized agent of the Manufacturer. 1.7 PRE-INSTALLATION MEETINGS A. Convene minimum two weeks prior to commencing Work of this section. B. Review installation procedures and coordination required with related Work. C. Inspect and make notes of job conditions prior to installation: 1. Record minutes of the conference and provide copies to all parties present. 2. Identify all outstanding issues in writing designating the responsible party for follow-up action and the timetable for completion. 3. Installation of roofing system shall not begin until all outstanding issues are resolved to the satisfaction of the Architect. 1.8 DELIVERY, STORAGE, AND HANDLING A. Deliver and store products in manufacturer's unopened packaging with labels intact until ready for installation. B. Store all roofing materials in a dry place, on pallets or raised platforms, out of direct exposure to the elements until time of application. Store materials at least 4 inches above ground level and covered with "breathable" tarpaulins. C. Stored in accordance with the instructions of the manufacturer prior to their application or installation. Store roll goods on end on a clean flat surface except store KEE-Stone HP and FB 60 rolls flat on a clean flat surface. No wet or damaged materials will be used in the application. D. Store at room temperature wherever possible, until immediately prior to installing the roll. During winter, store materials in a heated location with a 50-degree F (10 degree C) minimum temperature, removed only as needed for immediate use. Keep materials away from open flame or welding sparks. E. Avoid stockpiling of materials on roofs without first obtaining acceptance from the Architect/Engineer. F. Adhesive storage shall be between the range of above 50-degree F (10 degree C) and below 80-degree F (27 degree C). Area of storage shall be constructed for flammable storage. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 1.9 COORDINATION A. Coordinate Work with installing associated metal flashings as work of this section proceeds. 1.10 PROJECT CONDITIONS A. Maintain environmental conditions (temperature, humidity, and ventilation) within limits recommended by manufacturer for optimum results. Do not install products under environmental conditions outside manufacturer's absolute limits. 1.11 WARRANTY A. Upon completion of the work, provide the Manufacturer's written and signed Warranty, warranting that, if a leak develops in the roof during the term of this warranty, due to defective material or workmanship, the manufacturer shall provide the Owner, at the Manufacturer's expense, with the labor and material necessary to return the defective area to a watertight condition, in accordance with the terms of the Manufacturer's warranty, warranty requirements and limitations. 1. Warranty Period: XXX years from date of acceptance (in accordance with manufacturer's applicable warranty. B. Installer is to guarantee all work against defects in materials and workmanship for a period indicated following final acceptance of the Work. 1. Warranty Period: a. 2 years from date of acceptance. PART 2 PRODUCTS 2.1 MANUFACTURERS A. Acceptable Manufacturer: Garland Company, Inc. (The); 3800 E. 91st St., Cleveland, OH 44105. ASD. Toll Free: 800-321-9336. Phone: 216-641-7500. Fax: 216-641-0633. Web Site: www.garlandco.com. B. Substitutions: Not permitted. C. Requests for substitutions will be considered in accordance with provisions of Section 01 60 00. D. The Products specified are intended and the Standard of Quality for the products required for this project. If other products are proposed the bidder must disclose in the bid the manufacturer and the products that they intend to use on the Project. If no manufacturer and products are listed, the bid may be accepted only with the use of products specified. 1. Bidder will not be allowed to change materials after the bid opening date. 2. If alternate products are included in the bid, the products must be equal to or exceed the products specified. Supporting technical data shall be submitted to the Architect/ Owner for approval prior to acceptance. 3. In making a request for substitution, the Bidder/Roofing Contractor represents that it has: a. Personally investigated the proposed product or method, and determined that it is equal or superior in all respects to that specified. b. Will provide the same guarantee for substitution as for the product and method specified. c. Will coordinate installation of accepted substitution in work, making such Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. changes as may be required for work to be completed in all respects. d. Will waive all claims for additional cost related to substitution, which consequently become apparent. e. Cost data is complete and includes all related cost under his/her contract or other contracts, which may be affected by the substitution. f. Will reimburse the Owner for all redesign cost by the Architect for accommodation of the substitution. 4. Architect/ Owner reserves the right to act as the final authority on the acceptance or rejection of any or all bids, proposed alternate roofing systems or materials that have met ALL specified requirement criteria. 5. Failure to submit substitution package, or any portion thereof requested, will result in immediate disqualification and consideration for that particular contractor's request for manufacturer substitution. 2.2 COLD APPLIED 2-PLY ROOF SYSTEM - STRESSPLY, OPTIMAX, OR VERSIPLY A. Base (Ply) Sheet: One ply bonded to the prepared substrate with Interply Adhesive: 1. FlexBase 80: B. Modified Cap (Ply) Sheet: One ply bonded to the prepared substrate with Interply Adhesive: 1. StressPly Plus FR Mineral: C. Flashing Base Ply: One ply bonded to the prepared substrate with Interply Adhesive: 1. FlexBase 80: D. Flashing Cap (Ply) Sheet: One ply bonded to the prepared substrate with Interply Adhesive: 1. StressPly Plus FR Mineral: E. Surfacing: Requires minimum 30-day wait before applying. 1. Surface Coatings: a. Silver-Shield: 2.3 COLD APPLIED 2-PLY THERMOPLASTIC HYBRID ROOF SYSTEM - KEE-Stone HP or KEE- Stone FB 60 A. Nailable Base Sheet: One ply fastened to the deck per wind uplift calculations. 1. VersiPly 40: B. Base (Ply) Sheet: One ply bonded to the prepared substrate with Interply Adhesive: 1. FlexBase Plus 80: C. Thermoplastic Cap (Ply) Sheet: One ply bonded to the prepared substrate with Interply Adhesive (2): 1. KEE-Stone HP: D. Interply Adhesive: (1) 1. Green-Lock Plus Membrane Adhesive. E. Interply Adhesive: (2) 1. KEE-Lock Foam Spatter applied F. Flashing Base Ply: One ply bonded to the prepared substrate with Flashing Ply Adhesive: 1. FlexBase 80: G. Flashing Cap (Ply) Sheet: One ply bonded to the prepared substrate with Flashing Ply Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. Adhesive: 1. KEE-Stone NF 60 Flashing. H. Flashing Ply Adhesive (1): 1. Green-Lock Plus Flashing Adhesive. I. Flashing Ply Adhesive (2): 1. KEE-Lock Flashing Adhesive: J. Accessories: 1. Pre-molded reinforced KEE-Stone accessories for detail applications. 2. Unreinforced KEE Detail Roll. 3. Utility Roll Membrane Reinforced KEE-Stone butt ends. 2.4 EDGE TREATMENT AND ROOF PENETRATION FLASHINGS A. Pre-Manufactured Edge Metal: R-Mer Force Flash-less Snap-On Fascia Cover and Splice Plate. 1. Zinc-coated steel, ASTM A653, coating designation G-90, in thickness of 24-gauge, 22 gauge or 20 gauge, 36" to 48" by coil length, chemically treated, commercial or lock-forming quality 2. Aluminum, ASTM B209, alloy 3105-H14, in thickness of .032" nom. or .040" nom. or .050" nom. or .063" nom. B. Pre-Manufactured Coping Cap: R-Mer Edge Coping Cap Cover and Splice Plate. 1. Zinc-coated steel, ASTM A653, coating designation G-90, in thickness of 24-gauge, 22 gauge or 20 gauge, 36" to 48" by coil length, chemically treated, commercial or lock-forming quality. 2. Aluminum, ASTM B209, alloy 3105-H14, in thickness of .040" nom. or .050" nom. or .063" nom. C. Pre-Manufactured Edge Metal: R-Mer Force Flash-less Snap-On Fascia Extruded Base Anchor and Components. 1. Base Anchor: 6005A-T61 extruded aluminum. 2. Compression Seal for top of anchor: TPE thermoplastic elastomer. 3. Sealant for Flange: Green-Lock Sealant XL: Single-component high performance 100% solids, interior and exterior polyether joint sealant. D. Pre-Manufactured Coping Cap: R-Mer Edge Coping Chairs. E. Pre-Manufactured Edge Metal: R-Mer Drip Edge Fascia. 1. 24 and 22-gauge steel. 2. .040" and .050" aluminum. F. Pre-Manufactured Edge Metal Finishes: 1. Exposed and unexposed surfaces for mill finish flashing, fascia, and coping cap, as shipped from the mill. 2. Exposed surfaces for coated panels: a. Steel Finishes: fluorocarbon finish. Epoxy primer baked both sides, .2-.25 mils thickness as approved by finish coat manufacturer. Weathering finish as referred by National Coil Coaters Association (NCCA). Provided with the following properties. 1) Pencil Hardness: ASTM D3363, HB-H / NCCA II-2. 2) Bend: ASTM D-4145, O-T / NCCA II-19. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 3) Cross-Hatch Adhesion: ASTM D3359, no loss of adhesion. 4) Gloss (60 deg. angle): ASTM D523, 25+/-5% 5) Reverse Bend: ASTM D2794, no cracking or loss of adhesion. 6) Nominal Thickness: ASTM D1005. a) Primer: 0.2 mils. b) Topcoat: 0.7 mils min. c) Clear Coat 0.3 mils. 7) Color: Provide as specified. (Subject to minimum quantities) G. Flashing Boot - Rubbertite Flashing Boot: Neoprene pipe boot for sealing single or multiple pipe penetrations adhered in approved adhesives as recommended and furnished by the membrane manufacturer. H. Vents and Breathers: Heavy gauge aluminum and fully insulated vent that allows moisture and air to escape but not enter the roof system as recommended and furnished by the membrane manufacturer. I. Pitch pans, Rain Collar 24 gauge stainless or 20oz (567gram) copper. All joints should be welded/soldered watertight. See details for design. J. Drain Flashings should be 4lb (1.8kg) sheet lead formed and rolled. K. Plumbing stacks should be 4lb (1.8kg) sheet lead formed and rolled. L. Liquid Flashing - Tuff-Flash Plus LO: An asphaltic-polyurethane, low odor, liquid flashing material designed for specialized details unable to be waterproofed with typical modified membrane flashings. 1. Tensile Strength, ASTM D 412: 650 psi. 2. Elongation, ASTM D 412: 325% 3. Density @77 deg. F 8.3 lb/gal typical. M. Fabricated Flashings: Fabricated flashings and trim are specified in Section 07 62 00 - Sheet Metal Flashing and Trim. 1. Fabricated flashings and trim shall conform to the detail requirements of SMACNA "Architectural Sheet Metal Manual" and/or the CDA Copper Development Association "Copper in Architecture - Handbook" as applicable. N. Manufactured Roof Specialties: Shop fabricated copings, fascia, gravel stops, control joints, expansion joints, joint covers and related flashings and trim are specified in Section 07 72 00. 1. Manufactured roof specialties shall conform to the detail requirements of SMACNA "Architectural Sheet Metal Manual" and/or the NRCA "Roofing and Waterproofing Manual" as applicable. PART 3 EXECUTION 3.1 EXAMINATION A. Do not begin installation until substrates have been properly prepared. B. Inspect and approve the deck condition, slopes and fastener backing if applicable, parapet walls, expansion joints, roof drains, stack vents, vent outlets, nailers and surfaces and elements. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. C. Verify that work penetrating the roof deck, or which may otherwise affect the roofing, has been properly completed. D. If substrate preparation and other conditions are the responsibility of another installer, notify Architect of unsatisfactory preparation before proceeding. 3.2 PREPARATION A. General: Clean surfaces thoroughly prior to installation. 1. Prepare surfaces using the methods recommended by the manufacturer for achieving the best result for the substrate under the project conditions. 2. Fill substrate surface voids that are greater than 1/4 inch wide with an acceptable fill material. 3. Roof surface to receive roofing system shall be smooth, clean, free from loose gravel, dirt and debris, dry and structurally sound. 4. Wherever necessary, all surfaces to receive roofing materials shall be power broom and vacuumed to remove debris and loose matter prior to starting work. 5. Do not apply roofing during inclement weather. Do not apply roofing membrane to damp, frozen, dirty, or dusty surfaces. 6. Fasteners and plates for fastening components mechanically to the substrate shall provide a minimum pull-out capacity of 300 lbs. (136 k) per fastener. Base or ply sheets attached with cap nails require a minimum pullout capacity of 40 lb. per nail. 7. Prime decks where required, in accordance with requirements and recommendations of the primer and deck manufacturer. B. Wood Deck: 1. Dimensional wood deck shall be minimum 1 inch (25 mm) thick, knotholes and cracks larger than 1/4 inch shall be covered with sheet metal. All boards shall be appropriately nailed and have adequate end bearing to the centers of beams/rafters. Lumber shall be kiln dried. 2. Plywood shall be a minimum 15/32 inch (11.9 mm) thick and conform to the standards and installation requirements of the American Plywood Association (APA). 3. If no roof insulation is specified, provide a suitable dry sheathing paper, followed by an approved base sheet nailed appropriately for the specified roof system, with 1 inch (25 mm) diameter caps and annular nails unless otherwise required by the applicable Code or Approval agency. 4. Insulation is to be mechanically attached in accordance with the insulation manufacturer's recommendations unless otherwise required by the applicable Code. 5. In all retrofit roof applications, it is required that deck be inspected for defects. Any defects are to be corrected per the deck manufacturer's recommendations and standards of the APA/Engineered Wood Association prior to new roof application. 6. Light metal wall ties or other structural metal exposed on top of the wood deck shall be covered with one ply of a heavy roofing sheet, such as HPR Glasbase Base Sheet, extending 2 inches to 6 inches (51 mm to 152 mm) beyond the metal in all directions. Nail in place before applying the base ply. 3.3 INSTALLATION - GENERAL A. Install modified bitumen membranes and flashings in accordance with manufacturer's instructions and with the recommendations provided by the National Roofing Contractors Association's Roofing & Waterproofing Manual, the Asphalt Roofing Manufacturers Association, and applicable codes. B. General: Avoid installation of modified bitumen membranes at temperatures lower than 40- Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 45 degrees F. When work at such temperatures unavoidable use the following precautions: 1. Take extra care during cold weather installation and when ambient temperatures are affected by wind or humidity, to ensure adequate bonding is achieved between the surfaces to be joined. Use extra care at material seam welds and where adhesion of the applied product to the appropriately prepared substrate as the substrate can be affected by such temperature constraints as well. 2. Unrolling of cold materials, under low ambient conditions must be avoided to prevent the likelihood of unnecessary stress cracking. Rolls must be at least 40 degrees F at the time of application. If the membrane roll becomes stiff or difficult to install, it must be replaced with roll from a heated storage area. C. Commence installation of the roofing system at the lowest point of the roof (or roof area), working up the slope toward the highest point. Lap sheets shingle fashion so as to constantly shed water D. All slopes greater than 2:12 require back-nailing to prevent slippage of the ply sheets. Use ring or spiral-shank 1 inch cap nails, or screws and plates at a rate of 1 fastener per ply (including the membrane) at each insulation stop. Place insulation stops at 16 ft o.c. for slopes less than 3:12 and 4 feet o.c. for slopes greater than 3:12. On non-insulated systems, nail each ply directly into the deck at the rate specified above. When slope exceeds 2:12, install all plies parallel to the slope (strapping) to facilitate backnailing. Install 4 additional fasteners at the upper edge of the membrane when strapping the plies. 3.4 INSTALLATION COLD APPLIED ROOF SYSTEM A. Base Ply: Cut base ply sheets into 18-foot lengths and allow plies to relax before installing. Install base sheet in interply adhesive applied at the rate required by the manufacturer. Shingle base sheets uniformly to achieve one ply throughout over the prepared substrate. Shingle in proper direction to shed water on each large area of roofing. 1. Lap ply sheet ends 8 inches. Stagger end laps 12 inches minimum. 2. Solidly bond to the substrate and adjacent ply with specified cold adhesive at the rate of 2 to 2-1/2 gallons per 100 square feet. 3. Roll must push a puddle of adhesive in front of it with adhesive slightly visible at all side laps. Use care to eliminate air entrapment under the membrane. 4. Install subsequent rolls of modified across the roof as above with a minimum of 4-inch side laps and 8-inch staggered end laps. Lay modified membrane in the same direction as the underlayers but the laps shall not coincide with the laps of the base layers. 5. Extend plies 2 inches beyond top edges of cants at wall and projection bases. 6. Install base flashing ply to all perimeter and projection details. 7. Allow the one ply of base sheet to cure at least 30 minutes before installing the modified membrane. However, the modified membrane must be installed the same day as the base plies. B. Modified Cap Ply(s): Cut cap ply sheets into 18-foot lengths and allow plies to relax before installing. Install in interply adhesive applied at the rate required by the manufacturer. Shingle sheets uniformly over the prepared substrate to achieve the number of plies specified. Shingle in proper direction to shed water on each large area of roofing. 1. Lap ply sheet ends 8 inches. Stagger end laps 12 inches minimum. 2. Solidly bond to the base layers with specified cold adhesive at the rate of 2 to 2-1/2 gallons per 100 square feet. 3. Roll must push a puddle of adhesive in front of it with adhesive slightly visible at all side laps. Care should be taken to eliminate air entrapment under the membrane. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 4. Install subsequent rolls of modified across the roof as above with a minimum of 4-inch side laps and 8-inch staggered end laps. Lay modified membrane in the same direction as the underlayers but the laps shall not coincide with the laps of the base layers. 5. Extend membrane 2 inches beyond top edge of all cants in full mopping's of the cold adhesive as shown on the Drawings. C. Thermoplastic Cap Ply: Allow plies to relax before installing. Install in interply adhesive applied at the rate required by the manufacturer. Shingle sheets uniformly over the prepared substrate to achieve the number of plies specified. Shingle in proper direction to shed water on each large area of roofing. 1. All field seams exceeding 10 feet in length shall be welded with an approved automatic welder. 2. All field seams must be clean and dry prior to initiating any field welding. Remove foreign materials from the seams (dirt, oils, etc.) with acetone or authorized alternative. Use CLEAN WHITE COTTON cloths and allow approximately five minutes for solvents to dissipate before initiating the automatic welder. Do not use denim or synthetic rags for cleaning. 3. Contaminated areas within a membrane seam will inhibit proper welding and will require a membrane patch or strip. 4. All welding shall be performed only by qualified personnel to ensure the quality and continuity of the weld. The lap or seam area of the membrane may be intermittently tack welded to hold the membrane in place. 5. The back interior edge of the membrane shall be welded first, with a thin, continuous weld to concentrate heat along the exterior edge of the lap during the final welding pass. 6. Follow local code requirements for electric supply, grounding and surge protection. The use of a dedicated, portable generator is highly recommended to ensure a consistent electrical supply, without fluctuations that can interfere with weld consistency. 7. Properly welded seams shall utilize a 1.5-inch-wide nozzle, to create a homogeneous weld, a minimum of 1.5 inches in width. D. Fibrous Cant Strips: Provide non-combustible perlite or glass fiber cant strips at all wall/curb detail treatments where angle changes are greater than 45 degrees. Cant may be set in approved cold adhesives, hot asphalt or mechanically attached with approved plates and fasteners. E. Wood Blocking, Nailers and Cant Strips: Provide wood blocking, nailers and cant strips as specified in Section 06 10 00. 1. Provide nailers at all roof perimeters and penetrations for fastening membrane flashings and sheet metal components. 2. Wood nailers should match the height of any insulation, providing a smooth and even transition between flashing and insulation areas. 3. Nailer lengths should be spaced with a minimum 1/8-inch gap for expansion and contraction between each length or change of direction. 4. Nailers and flashings should be fastened in accordance with Factory Mutual "Loss Prevention Data Sheet 1- 49, Perimeter Flashing" and be designed to be capable of resisting a minimum force of 200 lbs/lineal foot in any direction. F. Metal Work: Provide metal flashings, counter flashings, parapet coping caps and thru-wall flashings as specified in Section 07 62 00. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. G. Install in accordance with the SMACNA "Architectural Sheet Metal Manual" or the NRCA Roofing Waterproofing manual. H. Termination Bar: Provide a metal termination bar or approved top edge securement at the terminus of all flashing sheets at walls and curbs. Fasten the bar a minimum of 8 inches (203 mm) o.c. to achieve constant compression. Provide suitable sealant at the top edge if required. I. Flashing Base Ply: Install flashing sheets by the same application method used for the base ply. 1. Seal curb, wall, and parapet flashings with an application of mastic and mesh on a daily basis. Do not permit conditions to exist that will allow moisture to enter behind, around or under the roof or flashing membrane. 2. Prepare all walls, penetrations, expansion joints and where shown on the Drawings to be flashed with required primer at the rate of 100 square feet per gallon. Allow primer to dry tack free. 3. Adhere to the underlying base ply with specified flashing ply adhesive unless otherwise specified. Nail off at a minimum of 8 inches (203 mm) o.c. from the finished roof at all vertical surfaces. 4. Solidly adhere the entire flashing ply to the substrate. Secure the tops of all flashings that are not run up and over curb through termination bar fastened at 6 inches (152 mm) o.c. and sealed at top. 5. Coordinate counter flashing, cap flashings, expansion joints and similar work with modified bitumen roofing work as specified. 6. Coordinate roof accessories, miscellaneous sheet metal accessory items, including piping vents and other devices with the roofing system work. 7. Secure the top edge of the flashing sheet using a termination bar only when the wall surface above is waterproofed or nailed 4 inches o.c. and covered with an acceptable counter flashing. J. Flashing Cap Ply: 1. Seal curb, wall and parapet flashings with an application of mastic and mesh on a daily basis. Do not permit conditions to exist that will allow moisture to enter behind, around or under the roof or flashing membrane. 2. Prepare all walls, penetrations, expansion joints and where shown on the Drawings to be flashed with required primer at the rate of 100 square feet per gallon. Allow primer to dry tack free. 3. Adhere to the underlying base flashing ply with specified flashing ply adhesive unless otherwise specified. Nail off at a minimum of 8 inches (203 mm) o.c. from the finished roof at all vertical surfaces. 4. Coordinate counter flashing, cap flashings, expansion joints and similar work with modified bitumen roofing work as specified. 5. Coordinate roof accessories, miscellaneous sheet metal accessory items with the roofing system work. 6. All stripping shall be installed prior to flashing cap sheet installation. 7. Heat and scrape granules when welding or adhering at cut areas and seams to granular surfaces at all flashings. 8. Secure the top edge of the flashing sheet using a termination bar only when the wall surface above is waterproofed or nailed 4 inches o.c. and covered with an acceptable counter flashing. 9. Seal all vertical laps of cap flashing ply with a three-course application of trowel-grade mastic and fiberglass mesh. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. K. Surface Coatings: Apply roof coatings in strict conformance with the manufacturer's recommended procedures. L. Roof Walkways: Provide walkways in areas indicated on the Drawings. 3.5 INSTALLATION EDGE TREATMENT AND ROOF PENETRATION FLASHING A. Metal Edge: 1. Inspect the nailers to ensure proper attachment and configuration. 2. Run one ply over the edge. Assure coverage of all wood nailers. Fasten plies with ring shank nails at 8 inches (203 mm) o.c. 3. Install continuous cleat and fasten at 6 inches (152 mm) o.c. 4. Install new metal edge hooked to continuous cleat and set in bed of roof cement. Fasten flange to wood nailers every 3 inches (76 mm) o.c. staggered. 5. Prime metal edge at a rate of 100 square feet per gallon and allow to dry. Do not prime for Green-Lock System lightly sand metal to improve bond. 6. Strip in flange with base flashing ply covering entire flange in bitumen with 6 inches (152 mm) on to the field of roof. Assure ply laps do not coincide with metal laps. 7. Install a second ply of modified flashing ply in bitumen over the base flashing ply, 9 inches (228 mm) on to the field of the roof. Seal outside edge with rubberized cement. B. Scupper Through Roof Edge: 1. Inspect the nailer to ensure proper attachment and configuration. 2. Run one ply over the edge. Assure coverage of all wood nailers. Fasten plies with ring shank nails at 8 inches (203 mm) o.c. 3. Install a scupper box in a 1/4-inch (6 mm) bed of mastic. Assure all box seams are soldered and have a minimum 4-inch (101 mm) flange. Make sure all corners are closed and soldered. Prime scupper at a rate of 100 square feet per gallon and allow to dry. 4. Fasten flange of scupper box to nailer every 3 inches (76mm) o.c. staggered. 5. Strip in edge with base flashing ply covering entire area in bitumen with 6 inches (152 mm) on to the field of the roof. 6. Install a second ply of modified flashing ply in bitumen over the base flashing ply, 9 inches (228 mm) on to the field of the roof. Apply a three-course application of mastic and mesh at all seams. C. Scupper Through Wall: 1. Inspect the nailer to ensure proper attachment and configuration. 2. Run one ply over nailer, into scupper hole and up flashing as in typical wall flashing detail. Assure coverage of all wood nailers. 3. Install a scupper box in a 1/4-inch (6 mm) bed of mastic. Assure all box seams are soldered and have a minimum 4-inch (101 mm) flange. Make sure all corners are closed and soldered. Prime scupper at a rate of 100 square feet per gallon and allow to dry. 4. Fasten flange of scupper box every 3 inches (76 mm) o.c. staggered. 5. Strip in flange of scupper box with base flashing ply covering entire area with 6 inch (152 mm) overlap on to the field of the roof and wall flashing. 6. Install a second ply of modified flashing ply in bitumen over the base flashing ply, 9 inches (228 mm) on to the field of the roof. Apply a three-course application of mastic and mesh at all seams. D. Scupper Through Wall (Overflow): 1. Inspect the nailer to ensure proper attachment and configuration. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 2. Run one ply over nailer up the overflow, into the scupper hole and up flashing as in typical wall flashing detail. Assure coverage of all wood nailers. 3. Install scupper box in a 1/4-inch (6 mm) bed of mastic. Assure all box seams are soldered and have a minimum 4-inch (101 mm) flange. Make sure all corners are closed and soldered. Prime scupper at a rate of 100 square feet per gallon and allow to dry. 4. Fasten flange of scupper box every 3 inches (76 mm) o.c. staggered. 5. Strip in flange scupper box with base flashing ply covering entire area with 6 inch (152 mm) overlap on to the field of the roof and wall flashing. 6. Install a second ply of modified flashing ply in bitumen over the base flashing ply, 9 inches (228 mm) on to the field of the roof. Apply a three-course application of mastic and mesh at all seams. E. Coping Cap: 1. Minimum flashing height is 8 inches (203 mm) above finished roof height. Maximum flashing height is 24 inches (609 mm). Prime vertical wall at a rate of 100 square feet per gallon and allow to dry. 2. Set cant in bitumen. Run all field plies over cant a minimum of 2 inches (50 mm). 3. Attach tapered board to top of wall. 4. Install base flashing ply covering entire wall and wrapped over top of wall and down face with 6 inches (152 mm) on to field of roof and set in cold asphalt. Nail membrane at 8 inches (203 mm) o.c. 5. Install a second ply of modified flashing ply in bitumen over the base flashing ply, 9 inches (228 mm) on to the field of the roof. Apply a three-course application of mastic and mesh at all seams and allow to cure and aluminize. 6. Install continuous cleat and fasten at 6 inches (152 mm) o.c. to outside wall. 7. Install new metal coping cap hooked to continuous cleat. 8. Fasten inside cap 24 inches (609 mm) o.c. with approved fasteners and neoprene washers through slotted holes, which allow for expansion and contraction. F. Through Wall Counterflashing: 1. Minimum flashing height is 8 inches (203 mm) above finished roof height. Prime vertical wall at a rate of 100 square feet per gallon and allow to dry. 2. Set cant in bitumen. Run all plies over cant a minimum of 2 inches (50 mm). 3. Install base flashing ply covering wall with 6 inches (152 mm) on to field of the roof. 4. Install a second ply of modified flashing ply in bitumen over the base flashing ply, 9 inches (228 mm) on to the field of the roof. Apply a three-course application of mastic and mesh at all vertical seams and allow to cure and aluminize. 5. Apply butyl tape to wall behind flashing. Secure termination bar through flashing, butyl tape and into wall at 8 inches (203 mm) o.c. Alternatively use caulk to replace the butyl tape. 6. Install counterflashing in through wall reglet. G. Expansion Joint: 1. Minimum curb height is 8 inches (203 mm) above finished roof height. Chamfer top of curb. Prime vertical curb at a rate of 100 square feet per gallon and allow to dry. 2. Mechanically attach wood cant to expansion joint nailers. Run all field plies over cant a minimum of 2 inches (50 mm). 3. Install compressible insulation in neoprene cradle. 4. Install base flashing ply covering curb set in bitumen with 6 inches (152 mm) on to field of the roof. 5. Install a second ply of modified flashing ply in bitumen over the base flashing ply, 9 inches (228 mm) on to the field of the roof. Attach top of membrane to top of curb and Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. nail at 8 inches (203 mm) o.c. Apply a three-course application of mastic and mesh at all vertical seams and allow to cure and aluminize. 6. Install pre-manufactured expansion joint cover. Fasten sides at 12 inches (609 mm) o.c. with fasteners and neoprene washers. Furnish all joint cover laps with butyl tape between metal covers. H. Exhaust Fan: 1. Minimum curb height is 8 inches (203 mm) above finished roof height. Prime vertical at a rate of 100 square feet per gallon and allow to dry. 2. Set cant in bitumen. Run all plies over cant a minimum of 2 inches (50 mm). 3. Install base flashing ply covering curb with 6 inches (152 mm) on to field of the roof. 4. Install a second ply of modified flashing ply installed over the base flashing ply, 9 inches (228 mm) on to field of the roof. Attach top of membrane to top of wood curb and nail at 8 inches (203 mm) o.c. Apply a three-course application of mastic and mesh at all vertical seams and allow to cure and aluminize. 5. Install metal exhaust fan over the wood nailers and flashing to act as counterflashing. Fasten per manufacturer's recommendation. I. Passive Vent/Air Intake: 1. Minimum curb height is 8 inches (203 mm) above finished roof height. Prime vertical at a rate of 100 square feet per gallon and allow to dry. 2. Set cant in bitumen. Run all plies over cant a minimum of 2 inches (50 mm). 3. Install base flashing ply covering curb with 6 inches (152mm) on to the field of the roof. 4. Install a second ply of modified flashing ply installed over the base flashing ply, 9 inches (228 mm) on to field of the roof. Attach top of membrane to top of wood curb and nail at 8 inches (203 mm) o.c. Apply a three-course application of mastic and mesh at all vertical seams and allow to cure and aluminize. 5. Install passive vent/air intake over the wood nailers and flashing to act as counterflashing. Fasten per manufacturer's recommendations. J. Roof Drain: 1. Plug drain to prevent debris from entering plumbing. 2. Taper insulation to drain minimum of 24 inches (609 mm) from center of drain. 3. Run roof system plies over drain. Cut out plies inside drain bowl. 4. Set lead/copper flashing (30-inch square minimum) in 1/4-inch bed of mastic. Run lead/copper into drain a minimum of 2 inches (50 mm). Prime lead/copper at a rate of 100 square feet per gallon and allow to dry. 5. Install base flashing ply (40-inch square minimum) in bitumen. 6. Install modified membrane (48-inch square minimum) in bitumen. 7. Install clamping ring and assure that all plies are under the clamping ring. 8. Remove drain plug and install strainer. K. Roof Drain Alternate: 1. Plug drain to prevent debris from entering plumbing. 2. Taper insulation to drain minimum of 24 inches (609 mm) from center of drain. 3. Install two base flashing plies (40-inch square minimum) in bitumen. 4. Set lead/copper flashing (30-inch square minimum) in 1/4-inch (6 mm) bed of mastic. Run lead/copper into drain a minimum of 2 inches (50 mm). Prime lead/copper at a rate of 100 square feet per gallon and allow to dry. 5. Run roof system plies over drain. Cut out plies inside drain bowl. 6. Install modified membrane (48-inch square minimum) in bitumen. 7. Install clamping ring and assure that all plies are under the clamping ring. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 8. Remove drain plug and install strainer. L. Heat Stack: 1. Minimum stack height is 12 inches (609 mm). 2. Run roof system over the entire surface of the roof. Seal the base of the stack with elastomeric sealant. 3. Prime flange of new sleeve. Install properly sized sleeves set in 1/4-inch (6 mm) bed of roof cement. 4. Install base flashing ply in bitumen. 5. Install modified membrane in bitumen. 6. Caulk the intersection of the membrane with elastomeric sealant. 7. Install new collar over cape. Weld collar or install stainless steel draw brand. M. Pitch Pocket: 1. Run all plies up to the penetration. 2. Place the pitch pocket over the penetration and prime all flanges. 3. Strip in flange of pitch pocket with one ply of base flashing ply. Extend 6 inches (152 mm) onto field of roof. 4. Install second layer of modified membrane extending 9 inches (228 mm) onto field of the roof. 5. Fill pitch pocket half full with non-shrink grout. Let this cure and top off with pourable sealant. 6. Caulk joint between roof system and pitch pocket with roof cement. N. Pitch Pocket Umbrella: 1. Run all plies up to the penetration. 2. Place the pitch pocket over the penetration and prime all flanges. 3. Strip in flange of pitch pocket with one ply of base flashing ply. Extend 6 inches (152 mm) onto field of roof. 4. Install second layer of modified membrane extending 9 inches (228 mm) onto field of the roof. 5. Fill pitch pocket half full with non-shrink grout. Let this cure and top off with pourable sealant. 6. Caulk joint between roof system and pitch pocket with roof cement. 7. Place a water-shedding type bonnet over the top of the pitch pocket and clamp the top with a draw band collar. Caulk the upper edge of the band with an elastomeric sealant. O. Metal Edge: 1. Inspect the nailers to ensure proper attachment and configuration. 2. Run base ply over the edge. Assure coverage of all wood nailers. 3. Install continuous cleat and fasten at 6 inches (152 mm) o.c. 4. Install new metal edge hooked to continuous cleat and set in bed of roof cement. Fasten flange to wood nailers every 3 inches (76 mm) o.c. staggered. 5. Prime metal edge and allow to dry. Do not prime when Green-Lock Plus is used for the base ply lightly sand metal to improve bond. 6. Strip in flange with base flashing ply covering entire flange in bitumen with 6 inches (152 mm) on to the field of roof. Assure ply laps do not coincide with metal laps. 7. Install the thermoplastic Cap Ply in bitumen or foam adhesive over the base flashing ply, 9 inches (228 mm) on to the field of the roof. Heat weld outside edge of the membrane to the Thermoplastic Cap Ply of the field. P. Raised Metal Edge: Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 1. Inspect the nailer to ensure proper attachment and configuration. 2. Run base ply over the edge. Assure coverage of all wood nailers. Fasten plies with ring shank nails at 8 inches (203 mm) o.c. 3. Install continuous cleat and fasten at 6 inches (152 mm) o.c. 4. Install new metal edge hooked to continuous cleat and set in bed of roof cement. Fasten flange to wood nailer every 3 inches (76 mm) o.c. staggered. 5. Prime metal edge and allow to dry. Do not prime for Green-Lock System lightly sand metal to improve bond. 6. Strip in flange with base flashing ply covering entire flange in bitumen with 6 inches (152 mm) on to the field of roof. Assure ply laps do not coincide with metal laps. 7. Install a second ply of thermoplastic cap flashing ply heat welded over the thermoplastic cap ply, 9 inches (228 mm) on to the field of the roof. Q. Scupper Through Roof Edge: 1. Inspect the nailer to ensure proper attachment and configuration. 2. Run base ply over the edge. Assure coverage of all wood nailers. 3. Install a scupper box in a 1/4-inch (6 mm) bed of mastic. Assure all box seams are soldered and have a minimum 4-inch (101 mm) flange. Make sure all corners are closed and soldered. Prime scupper and allow to dry. 4. Fasten flange of scupper box to nailer every 3 inches (76 mm) o.c. staggered. 5. Strip in edge with base flashing ply covering entire area in bitumen with 6 inches (152 mm) on to the field of base ply of the roof. 6. Then install thermoplastic cap field ply run over the base flashing ply in bitumen or foam adhesive. 7. Install a second ply of thermoplastic flashing cap ply heat welded over the thermoplastic cap ply, 9 inches (228 mm) on to the field of the roof. 8. Heat weld a cover strip over all seams. R. Scupper Through Wall: 1. Inspect the nailer to ensure proper attachment and configuration. 2. Run base ply over nailer, into scupper hole and up flashing as in typical wall flashing detail. Assure coverage of all wood nailers. 3. Install a scupper box in a 1/4-inch (6 mm) bed of mastic. Assure all box seams are soldered and have a minimum 4-inch (101 mm) flange. Make sure all corners are closed and soldered. Prime scupper and allow to dry. 4. Fasten flange of scupper box every 3 inches (76 mm) o.c. staggered. 5. Strip in flange of scupper box with base flashing ply covering entire area with 6 inch (152 mm) overlap on to the field of the roof and wall flashing. 6. Then install thermoplastic cap field ply run over the base flashing ply in bitumen or foam adhesive. 7. Install a second ply of thermoplastic flashing cap ply heat welded over the thermoplastic cap ply, 9 inches (228 mm) on to the field of the roof. 8. Heat weld a cover strip over all seams. S. Scupper Through Wall (Overflow): 1. Inspect the nailer to ensure proper attachment and configuration. 2. Run base ply over nailer up the overflow, into the scupper hole and up flashing as in typical wall flashing detail. Assure coverage of all wood nailers. 3. Install scupper box in a 1/4-inch (6 mm) bed of mastic. Assure all box seams are soldered and have a minimum 4-inch (101 mm) flange. Make sure all corners are closed and soldered. Prime scupper and allow to dry. 4. Fasten flange of scupper box every 3 inches (76 mm) o.c. staggered. 5. Strip in flange scupper box with base flashing ply covering entire area with 6 inch (152 Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. mm) overlap on to the field of the roof and wall flashing. 6. Then install thermoplastic cap field ply run over the base flashing ply in bitumen or foam adhesive. 7. Install a second ply of thermoplastic flashing cap ply heat welded over the thermoplastic cap ply, 9 inches (228 mm) on to the field of the roof. 8. Heat weld a cover strip over all seams. T. Coping Cap: 1. Minimum flashing height is 8 inches (203 mm) above finished roof height. Maximum flashing height is 24 inches (609 mm). Prime vertical wall and allow to dry. 2. Set cant in bitumen. Run all base field plies over cant a minimum of 2 inches (50 mm). 3. Install base flashing ply covering entire wall and wrapped over top of wall and down face with 6 inches (152 mm) on to the base field ply and set in bitumen. Nail base flashing ply at 8 inches (203 mm) o.c. on the back side of the parapet wall. 4. Then install thermoplastic cap field ply run over the base flashing ply in bitumen or foam adhesive. 5. Install a second ply of thermoplastic flashing cap ply heat welded over the thermoplastic cap field ply, 9 inches (228 mm) on to the field of the roof. 6. Heat weld a cover strip over all seams. 7. Install continuous cleat and fasten at 6 inches (152 mm) o.c. to outside wall. 8. Install new metal coping cap hooked to continuous cleat. 9. Fasten inside cap 24 inches (609 mm) o.c. with approved fasteners and neoprene washers through slotted holes, which allow for expansion and contraction. U. Through Wall Counterflashing: 1. Minimum flashing height is 8 inches (203 mm) above finished roof height. Prime vertical wall and allow to dry. 2. Set cant in bitumen. Run all base field plies over cant a minimum of 2 inches (50 mm). 3. Install base flashing ply covering wall set in bitumen with 6 inches (152 mm) on to the base field ply and set in bitumen. 4. Then install thermoplastic cap field ply run over the base flashing ply in bitumen or foam adhesive. 5. Install the thermoplastic flashing ply in bitumen or foam over the base flashing ply, 9 inches (228 mm) on to the field of the roof. 6. Apply butyl tape to wall behind flashing. Secure termination bar through flashing, butyl tape and into wall at 8 inches (203 mm) o.c. Alternatively use caulk to replace the butyl tape. 7. Install counterflashing in through wall reglet. V. Exhaust Fan: 1. Minimum curb height is 8 inches (203 mm) above finished roof height. Prime vertical and allow to dry. 2. Set cant in bitumen. Run all base field plies over cant a minimum of 2 inches (50 mm). 3. Install base flashing ply covering wall set in bitumen with 6 inches (152 mm) on to the base field ply and set in bitumen. 4. Then install thermoplastic cap field ply run over the base flashing ply in bitumen or foam adhesive. 5. Install the thermoplastic flashing ply in bitumen or foam over the base flashing ply, 9 inches (228 mm) on to the field of the roof. 6. Install metal exhaust fan over the wood nailers and flashing to act as counterflashing. Fasten per manufacturer's recommendation. W. Passive Vent/Air Intake: Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 1. Minimum curb height is 8 inches (203 mm) above finished roof height. Prime vertical and allow to dry. 2. Set cant in bitumen. Run all base field plies over cant a minimum of 2 inches (50 mm). 3. Install base flashing ply covering wall set in bitumen with 6 inches (152 mm) on to the base field ply and set in bitumen. 4. Then install thermoplastic cap field ply run over the base flashing ply in bitumen or foam adhesive. 5. Install the thermoplastic flashing ply in bitumen or foam over the base flashing ply, 9 inches (228 mm) on to the field of the roof. 6. Install passive vent/air intake over the wood nailers and flashing to act as counterflashing. Fasten per manufacturer's recommendations. X. Roof Drain: 1. Plug drain to prevent debris from entering plumbing. 2. Taper insulation to drain minimum of 24 inches (609 mm) from center of drain. 3. Run roof system base plies over drain. Cut out plies inside drain bowl. 4. Set lead/copper flashing (30-inch square minimum) in 1/4-inch bed of mastic. Run lead/copper into drain a minimum of 2 inches (50 mm). Prime lead/copper and allow to dry. 5. Install base flashing ply (40-inch square minimum) in bitumen. 6. Install thermoplastic cap ply (48-inch square minimum) in bitumen or foam adhesive. 7. Install clamping ring and assure that all plies are under the clamping ring. 8. Remove drain plug and install strainer. Y. Pitch Pocket: 1. Run all base plies up to the penetration. 2. Place the pitch pocket over the penetration and prime all flanges. 3. Strip in flange of pitch pocket with one ply of base flashing ply. Extend 6 inches (152 mm) onto field of roof. 4. Then install thermoplastic cap field ply run over the base flashing ply in bitumen or foam adhesive. 5. Install the thermoplastic flashing ply in bitumen or foam over the base flashing ply, 9 inches (228 mm) on to the field of the roof. 6. Fill pitch pocket half full with non-shrink grout. Let this cure and top off with pourable sealant. 7. Caulk joint between roof system and pitch pocket with elastomeric sealant. Z. Pitch Pocket Umbrella: 1. Run all base plies up to the penetration. 2. Place the pitch pocket over the penetration and prime all flanges. 3. Strip in flange of pitch pocket with one ply of base flashing ply. Extend 6 inches (152 mm) onto field of roof. 4. Then install thermoplastic cap field ply run over the base flashing ply in bitumen or foam adhesive. 5. Install the thermoplastic flashing ply in bitumen or foam over the base flashing ply, 9 inches (228 mm) on to the field of the roof. 6. Fill pitch pocket half full with non-shrink grout. Let this cure and top off with pourable sealant. 7. Caulk joint between roof system and pitch pocket with elastomeric sealant. 8. Place a water shedding type bonnet over the top of the pitch pocket and clamp the top with a draw band collar. Caulk the upper edge of the band with an elastomeric sealant. Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. 3.6 CLEANING A. Clean-up and remove daily from the site all wrappings, empty containers, paper, loose particles and other debris resulting from these operations. B. Remove asphalt markings from finished surfaces. C. Repair or replace defaced or disfigured finishes caused by Work of this section. 3.7 PROTECTION A. Provide traffic ways, erect barriers, fences, guards, rails, enclosures, chutes, and the like to protect personnel, roofs and structures, vehicles and utilities. B. Protect exposed surfaces of finished walls with tarps to prevent damage. C. Plywood for traffic ways required for material movement over existing roofs shall be not less than 5/8 inch (16 mm) thick. D. In addition to the plywood listed above, an underlayment of minimum 1/2 inch (13 mm) recover board is required on new roofing. E. Special permission shall be obtained from the Manufacturer before any traffic shall be permitted over new roofing. 3.8 FIELD QUALITY CONTROL A. Inspection: Provide manufacturer's field observations at start-up and at intervals of approximately 30 percent, 60 percent, and 90 percent completion. Provide a final inspection upon completion of the Work. 1. Warranty shall be issued upon manufacturer's acceptance of the installation. 2. Field observations shall be performed by a Sales Representative employed full-time by the manufacturer and whose primary job description is to assist, inspect and approve membrane installations for the manufacturer. 3. Provide observation reports from the Sales Representative indicating procedures followed, weather conditions and any discrepancies found during inspection. 4. Provide a final report from the Sales Representative, certifying that the roofing system has been satisfactorily installed according to the project specifications, approved details and good general roofing practice. 3.9 SCHEDULES A. Base (Ply) Sheet: 1. FlexBase 80: 80 mil SBS (Styrene-Butadiene-Styrene) rubber modified roofing base sheet reinforced with a dual fiberglass reinforced scrim. ASTM D 6163, Type III. a. Tensile Strength, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 225 lbf/in XD 225 lbf/in 2) 50 mm/min. @ 23 +/- 2 deg. C MD 39.0 kN/m XD 39 kN/m b. Tear Strength, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 300 lbf XD 300 lbf 2) 50 mm/min. @ 23 +/- 2 deg. C MD 1335 N XD 1335 N c. Elongation at Maximum Tensile, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 7% XD 7% 2) 50 mm/min. @ 23 +/- 2 deg. C MD 7% XD 7% Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. d. Low Temperature Flexibility, ASTM D 5147, Passes -30 deg. F (-34.4 deg. C) 2. FlexBase Plus 80: 80 mil SBS (Styrene-Butadiene-Styrene) rubber modified roofing base sheet reinforced with a fiberglass and polyester composite scrim. ASTM D 6162, Type III. a. Tensile Strength, ASTM D5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 310 lbf/in XD 310 lbf/in 2) 50 mm/min. @ 23 +/- 2 deg. C MD 54.25 kN/m XD 54.25 kN/m b. Tear Strength, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 650 lbf XD 650 lbf 2) 50 mm/min. @ 23 +/- 2 deg. C MD 2891 N XD 2891 N c. Elongation at Maximum Tensile, ASTM D5147 1) 2 in/min. @ 73.4 +/- 3.6F MD 8% XD 8% 2) 50 mm/min. @ 23 +/- 2 deg. C MD 8% XD 8% d. Low Temperature Flexibility, ASTM D 5147, Passes -30 deg. F (-34.4 deg. C) B. Thermoplastic/Modified Cap (Ply) Sheet: 1. KEE-Stone HP: 60 mil thermoplastic, ketone ethylene ester (KEE) roofing membrane with polyester scrim. ASTM D 6754 a. Breaking Strength, ASTM D 751, Proc. B, Strip 1) 375 lbf. (1,668 N) b. Tear Strength, ASTM D 751 1) 150 lbf. Min (667 N) c. Elongation at Break (%), ASTM D 751, Proc. B, Strip 1) 40.0% 2. StressPly Plus FR Mineral: 155 mil SBS (Styrene-Butadiene-Styrene) mineral surfaced, rubber modified roofing membrane reinforced with a fiberglass and polyester composite scrim. ASTM D 6162, Type III Grade G a. Tensile Strength, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 310 lbf/in XD 310 lbf/in 2) 50 mm/min. @ 23 +/- 2 deg. C MD 54.25 kN/m XD 54.25 kN/m b. Tear Strength, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 500 lbf XD 500 lbf 2) 50 mm/min. @ 23 +/- 2 deg. C MD 2224 N XD 2224 N c. Elongation at Maximum Tensile, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 8% XD 8% 2) 50 mm/min. @ 23 +/- 2 deg. C MD 8% XD 8% d. Low Temperature Flexibility, ASTM D 5147, Passes -30 deg. F ( -34 deg. C) C. Interply Adhesive: 1. Green-Lock Plus Membrane Adhesive: Cold applied solvent free membrane adhesive: low V.O.C. compliant performance requirements: a. Non-Volatile Content ASTM D 4586 100% b. Density ASTM D 1475 11.4 lbs./gal. (1.47 g/cm3) c. Viscosity Brookfield Spindle T-E at 5 rpm 124,000 cPs. d. Flash Point ASTM D 93 375 deg. F min. (232 deg. C) e. Slope: up to 3:12 2. KEE-Lock Foam Spatter Spray: Dual component, single bead spatter applied urethane insulation/membrane adhesive. a. Tensile Strength (ASTM D 412) 250 psi b. Density (ASTM D 1875) 8.5 lbs./gal. c. Viscosity (ASTM D 2556) 22,000 - 60,000 cP d. Peel Strength (ASTM D 903) 17 lb./in. e. Flexibility (ASTM D 816) Pass @ -70 deg F (-56.7 deg C) Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. D. Flashing Base Ply: 1. FlexBase 80: 80 mil SBS (Styrene-Butadiene-Styrene) rubber modified roofing base sheet reinforced with a dual fiberglass reinforced scrim. ASTM D 6163, Type III. a. Tensile Strength, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 225 lbf/in XD 225 lbf/in 2) 50 mm/min. @ 23 +/- 2 deg. C MD 39.0 kN/m XD 39 kN/m b. Tear Strength, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 300 lbf XD 300 lbf 2) 50 mm/min. @ 23 +/- 2 deg. C MD 1335 N XD 1335 N c. Elongation at Maximum Tensile, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 7% XD 7% 2) 50 mm/min. @ 23 +/- 2 deg. C MD 7% XD 7% d. Low Temperature Flexibility, ASTM D 5147: 1) Passes -30 deg. F (-34.4 deg. C) E. Flashing Cap (Ply) Sheet: 1. KEE-Stone NF 60 Flashing: 60 mil thermoplastic, ketone ethylene ester (KEE) roofing membrane with polyester scrim. ASTM D 6754. a. Breaking Strength, ASTM D 751, Proc. B, strip 1) 375 lbf b. Tear Strength ASTM D 751 1) 145 lbf. minimum. c. Elongation at Break (%), ASTM D 751, Proc. B, Strip 1) 35.0% 2. StressPly Plus FR Mineral: 155 mil SBS (Styrene-Butadiene-Styrene) mineral surfaced, rubber modified roofing membrane reinforced with a fiberglass and polyester composite scrim. ASTM D 6162, Type III Grade G a. Tensile Strength, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 310 lbf/in XD 310 lbf/in 2) 50 mm/min. @ 23 +/- 2 deg. C MD 54.25 kN/m XD 54.25 kN/m b. Tear Strength, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 500 lbf XD 500 lbf 2) 50 mm/min. @ 23 +/- 2 deg. C MD 2224 N XD 2224 N c. Elongation at Maximum Tensile, ASTM D 5147 1) 2 in/min. @ 73.4 +/- 3.6 deg. F MD 8% XD 8% 2) 50 mm/min. @ 23 +/- 2 deg. C MD 8% XD 8% d. Low Temperature Flexibility, ASTM D 5147, Passes -30 deg. F (-34 deg. C) F. Flashing Ply Adhesive: 1. KEE-Lock Flashing Adhesive: Modified Silane, roller-grade adhesive. a. Density (ASTM D 1475) 10.8 lbs./gal. b. Viscosity (ASTM D 2556) 900,000 cP. 2. Green-Lock Plus Flashing Adhesive: Cold applied solvent free flashing adhesive: low V.O.C. a. Non-Volatile Content ASTM D 4586 100% b. Density ASTM D 1475 11.8 lbs./gal. (1.17 g/cm3) c. Viscosity Brookfield. 122,500 cPS d. Flash Point ASTM D 93 375 deg. F min. (191 deg. C) G. Surfacing: 1. Surface Coatings: a. Surfacing: 1) Silver-Shield: ASTM D 2824 aluminum coating fibered aluminum roof Town of Estes Park: Town Hall © 2010, Design-Build Solutions, Inc. All trademarks and registration marks appearing in this document are the property of The Garland Company, Inc. or Garland Canada, Inc., unless specifically noted otherwise. © 2010 by Garland Industries. coating fibered aluminum roof coating having the following characteristics: a) Flash Point 100 deg. F (38 deg. C) min. b) Weight/Gallon 8.7 lbs./gal. (1.0 g/cm3) c) Viscosity (75 deg. F) 100 - 125 K.U END OF SECTION 6 Drawing Package Date 3/5/2026 MRILEY 7.6 Sales Rep City State ASCE 7-16 ASD 35.7 psf Gcpi = 0.18 C Gable II 174 mph Zone 1 width =12'-0'' 20 ft Zone 2 width =12'-0'' 46 ft Zone 3 width =4'-0'' 0.5 :12 Zone 3 length =12'-0'' 2.39 deg = No = Notes: Zone Pressures (psf) Wall Perimeter Wall Corner Zone 1 Zone 3 Zone 4 Zone 5 67.0 120.5 41.1 50.7 Parapet ≥ 36" Entire Roof 88.4 Zone 2 Wood Zone Image 38.5 Deck Type Preliminary Pressure Calculations Zone 1' Consult Garland's Technical team for approved coping profiles. Pat Diskin Project Name Town of Estes Park-Town Hall Estes Park Roof Pitch (X, Y) Roof Angle CO THE GARLAND COMPANY, INC. HIGH-PERFORMANCE BUILDING ENVELOPE SOLUTIONS 3800 EAST 91ST. STREET · CLEVELAND, OHIO 44105-2197 P. (216) 641-7500 · F. (216) 641-0633 · 800-321-9336 · www.garlandco.com Roof Sections Section 1 Design Code Exposure Category Risk Category Wind Speed Design Roof Height: Minimum Building Width: Base Velocity Pressure Roof Type Edge Zones Notes: Consult Garland's Technical team for approved coping profiles. Date 3/5/2026 Sales Rep City State 174 mph 20.00 feet + 3.00 feet = 23.00 feet C II 36.71 psf 52.21 psf 7.25 inches 87.19 psf 320 psf 7.25 inches Product Designation: Maximum Tested Load: Max. Vertical Face Dim.: ASCE 7-16 ASD System Description:R-Mer Force Fascia 7.25'' x 24 GA w/ RMEBF-700 Base Frame MEA-RMF-Fascia725-Z24 ES-1 Fascia Load ES-1 Tested Fascia System Basic Velocity Pressure: Horizontal Design Pressure: Vertical Face Dimension: Fascia Design Load: Metal Edge Eave Height: Exposure Category: Importance Classification: Design Wind Pressure Project Data Roof Eave Height: Tallest Parapet: Roof Sections Section 1 CO ANSI/SPRI ES-1 FASCIA PRELIMINARY DESIGN Design Wind Speed: Fascia Pat Diskin Project Name Town of Estes Park-Town Hall Estes Park Date 3/5/2026 MRILEY 7.6 Sales Rep City State ASCE 7-16 ASD 38.8 psf Gcpi = 0.18 C Gable II 174 mph Zone 1 width =18'-0'' 30 ft Zone 2 width =18'-0'' 58 ft Zone 3 width =6'-0'' 0.5 :12 Zone 3 length =18'-0'' 2.39 deg = No = Notes: Zone Pressures (psf) Wall Perimeter Wall Corner Zone 1 Zone 3 Zone 4 Zone 5 73.0 131.2 44.7 55.2 Zone 1 Zone 3 66.0 124.2 Notes: Consult Garland's Technical team for approved coping profiles. 66.0 89.3 Zone 1' Design Code Exposure Category Risk Category Wind Speed Design Roof Height: Minimum Building Width: Base Velocity Pressure Roof Type Edge Zones Preliminary Pressure Calculations Zone 2 Zone 1' Consult Garland's Technical team for approved coping profiles. Pat Diskin Project Name Town of Estes Park-Town Hall Estes Park Roof Pitch (X, Y) Roof Angle CO THE GARLAND COMPANY, INC. HIGH-PERFORMANCE BUILDING ENVELOPE SOLUTIONS 3800 EAST 91ST. STREET · CLEVELAND, OHIO 44105-2197 P. (216) 641-7500 · F. (216) 641-0633 · 800-321-9336 · www.garlandco.com Roof Sections Section 2 Overhang Pressures (psf) Parapet ≥ 36" Entire Roof 96.3 Zone 2 Wood Zone Image 41.9 Deck Type Date 3/5/2026 Sales Rep City State 174 mph 30.00 feet + 3.00 feet = 33.00 feet C II 39.61 psf 56.33 psf 7.25 inches 94.07 psf 320 psf 7.25 inches Fascia Pat Diskin Project Name Town of Estes Park-Town Hall Estes Park Roof Sections Section 2 CO ANSI/SPRI ES-1 FASCIA PRELIMINARY DESIGN Design Wind Speed: Metal Edge Eave Height: Exposure Category: Importance Classification: Design Wind Pressure Project Data Roof Eave Height: Tallest Parapet: Product Designation: Maximum Tested Load: Max. Vertical Face Dim.: ASCE 7-16 ASD System Description:R-Mer Force Fascia 7.25'' x 24 GA w/ RMEBF-700 Base Frame MEA-RMF-Fascia725-Z24 ES-1 Fascia Load ES-1 Tested Fascia System Basic Velocity Pressure: Horizontal Design Pressure: Vertical Face Dimension: Fascia Design Load: Date 3/5/2026 MRILEY 7.6 Sales Rep City State ASCE 7-16 ASD 41.3 psf Gcpi = 0.18 C Gable II 174 mph Zone 1 width =24'-0'' 40 ft Zone 2 width =24'-0'' 52 ft Zone 3 width =8'-0'' 0.5 :12 Zone 3 length =24'-0'' 2.39 deg = No = Notes: Zone Pressures (psf) Wall Perimeter Wall Corner Zone 1 Zone 3 Zone 4 Zone 5 77.6 139.4 47.5 58.7 Zone 1 Zone 3 70.1 132.0 Parapet ≥ 36" Entire Roof 102.3 Zone 2 Wood Zone Image 44.6 Deck Type Preliminary Pressure Calculations Zone 2 Zone 1' Consult Garland's Technical team for approved coping profiles. Pat Diskin Project Name Town of Estes Park-Town Hall Estes Park Roof Pitch (X, Y) Roof Angle CO THE GARLAND COMPANY, INC. HIGH-PERFORMANCE BUILDING ENVELOPE SOLUTIONS 3800 EAST 91ST. STREET · CLEVELAND, OHIO 44105-2197 P. (216) 641-7500 · F. (216) 641-0633 · 800-321-9336 · www.garlandco.com Roof Sections Section 4 Overhang Pressures (psf) Design Code Exposure Category Risk Category Wind Speed Design Roof Height: Minimum Building Width: Base Velocity Pressure Roof Type Edge Zones 70.1 94.9 Zone 1' Notes: Consult Garland's Technical team for approved coping profiles. Date 3/5/2026 Sales Rep City State 174 mph 40.00 feet + 3.00 feet = 43.00 feet C II 41.88 psf 59.56 psf 7.25 inches 99.46 psf 320 psf 7.25 inches Product Designation: Maximum Tested Load: Max. Vertical Face Dim.: ASCE 7-16 ASD System Description:R-Mer Force Fascia 7.25'' x 24 GA w/ RMEBF-700 Base Frame MEA-RMF-Fascia725-Z24 ES-1 Fascia Load ES-1 Tested Fascia System Basic Velocity Pressure: Horizontal Design Pressure: Vertical Face Dimension: Fascia Design Load: Metal Edge Eave Height: Exposure Category: Importance Classification: Design Wind Pressure Project Data Roof Eave Height: Tallest Parapet: Roof Sections Section 4 CO ANSI/SPRI ES-1 FASCIA PRELIMINARY DESIGN Design Wind Speed: Fascia Pat Diskin Project Name Town of Estes Park-Town Hall Estes Park ROOF MEASUREMENT REPORT 170 MacGregor Ave., Estes Park, CO 80517 © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. Report Contents Images ......................................1 Length Diagram..........................4 Pitch Diagram.............................5 Area Diagram .............................6 Penetrations Diagram .................7 Notes Diagram ...........................8 Property Info..............................9 Report Summary.......................10 Report Details Date: 03/02/2026 Report: 69557123 Roof Details Total Area: 38,480 sq ft Total Roof Facets: 35 Predominant Pitch: 0/12 Number of Stories: <=1 Total Ridges/Hips: 561 ft Total Valleys: 170 ft Total Rakes: 62 ft Total Eaves: 1,067 ft Total Penetrations: 121 Total Penetrations Perimeter: 1,180 ft Total Penetrations Area: 962 sq ft Contact Us Contact:Pat Diskin Company: The Garland Company, Inc. Address:3800 East 91St Cleveland OH 44105 Phone:216-430-3672 Measurements provided by www.eagleview.com www.eagleview.com/Guarantee.aspx In this 3D model, facets appear as semi-transparent to reveal overhangs. ROOF MEASUREMENT REPORT REPORT IMAGES © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 1 The following aerial images show different angles of this structure for your reference. Top View ROOF MEASUREMENT REPORT REPORT IMAGES © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 2 North View East View ROOF MEASUREMENT REPORT REPORT IMAGES © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 3 South View West View ROOF MEASUREMENT REPORT LENGTH DIAGRAM © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 4 S N W E Total Line Lengths:Ridges = 98 ft Valleys = 170 ft Flashing = 128 ft Eaves = 1,067 ft Hips = 463 ft Rakes = 62 ft Step flashing = 131 ft Parapets = 1,990 ft Note: This diagram contains segment lengths (rounded to the nearest whole number) over 5 feet. In some cases, segment labels have been removed for readability. Plus signs preface some numbers to avoid confusion when rotated (e.g. +6 and +9). ROOF MEASUREMENT REPORT PITCH DIAGRAM © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 5 F F F FFF F F F S N W E Pitch values are shown in inches per foot, and arrows indicate slope direction. The predominant pitch on this roof is 0/12. Note: This diagram contains labeled pitches for facet areas larger than 20 square feet. In some cases, pitch labels have been removed for readability. Gray shading indicates flat, 1/12 or 2/12 pitches. If present, a value of "F" indicates a flat facet (no pitch). ROOF MEASUREMENT REPORT AREA DIAGRAM © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 6 275 372 376 5781821 3436 643 195 531 1137487 923 8888 242 5770 286 167 166 671 507 1657 2589 +688 756 372 241 1460 1227 135 225 195 372 533 160 400 S N W E Total Area = 38,480 sq ft, with 35 facets. Note: This diagram shows the square feet of each roof facet (rounded to the nearest foot). The total area in square feet, at the top of this page, is based on the non-rounded values of each roof facet (rounded to the nearest square foot after being totaled). ROOF MEASUREMENT REPORT PENETRATIONS © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 7 41 66 4243 4445 2 46 8485 104 106 117 10369 121 1 120 110 111 112 93 94 95 119 474849 5051 3 4 109 5678 9 1011 12 13 14 15 16 17 18 62 1920 21 2288 89 52 53 545556 57 58 1086768 59 72 73 74 7576 77 607879 80 8124 25 26 27 28 113 30 2965 64 63105 107 114 115 118 116 102 100 90 9798 86 87 70 9161 928283 99 71 101 96 23 31 32 33 34 3536 37 38 39 40 S N W E Penetrations Notes Diagram Penetrations are labeled from smallest to largest for easy reference. Total Penetrations: 121 Total Penetrations Area: 962 sq ft Total Penetrations Perimeter = 1,180 ft Total Roof Area Less Penetrations = 37,518 sq ft Note: Any measured penetration smaller than 3x3 feet may need field verification. Accuracy is not guaranteed. The total penetration area is not subtracted from the total roof area. ROOF MEASUREMENT REPORT NOTES DIAGRAM © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 8 Roof facets are labeled from smallest to largest (A to Z) for easy reference. J L O U AE AG V F R AAQ Z AI I AH K D C W S AD AF X Y N H AC AB A G E M T B P S N W E ROOF MEASUREMENT REPORT Property Info © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 9 Property Location Longitude = -105.5201547 Latitude = 40.3774826 Online map of property: http://maps.google.com/maps?f=g&source=s_q&hl=en&geocode=&q= 170+MacGregor+Ave.,Estes+Park,CO,80517 Property Info Year Built: Effective Year Built: * *. Notes This was ordered as a commercial property. There were no changes to the structure in the past four years. ROOF MEASUREMENT REPORT REPORT SUMMARY © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 10 2 1 S N W E Below is a measurement summary using the values presented in this report. Lengths, Areas and Pitches Ridge....................................................98 ft (5 Ridges) Hips .....................................................463 ft (16 Hips) Valleys................................................170 ft (7 Valleys) Rakes* ..................................................62 ft (6 Rakes) Eaves/Starter** ...............................1,067 ft (32 Eaves) Drip Edge (Eaves + Rakes) ............1,129 ft (38 Lengths) Parapet Walls................................1,990 ft (56 Lengths) Flashing...........................................128 ft (11 Lengths) Step Flashing ...................................131 ft (18 Lengths) Total Area ..................................................38,480 sq ft Total Penetrations Area....................................962 sq ft Total Roof Area Less Penetrations ................37,518 sq ft Total Penetrations Perimeter..............................1,180 ft Predominant Pitch..................................................0/12 *Rakes are defined as roof edges that are sloped (not level). ** Eaves are defined as roof edges that are not sloped and level. Total Roof Facets = 35 Measurements by Structure Structure Area (sq ft) Ridges (ft)Hips (ft)Valleys (ft) Rakes (ft) Eaves (ft) Flashing (ft) Step Flashing (ft) Parapets (ft) 1 37838 98 463 169 61 1066 127 131 1851 2 643 0 0 0 0 0 0 0 138 All values in this table are rounded up to the nearest foot for each separate structure. Measurement totals displayed elsewhere in this report are added together before rounding which may cause totals to differ. Areas per Pitch Roof Pitches Area (sq ft) % of Squares 0/12 3/12 7/12 23937.0 13134.0 1408.4 62.2% 34.1% 3.7% The table above lists each pitch on this roof and the total area and percent (both rounded) of the roof with that pitch. ROOF MEASUREMENT REPORT © 2008-2026 Eagle View Technologies, Inc. and Pictometry International Corp. – All Rights Reserved – Covered by one or more of U.S. Patent Nos. 8,078,436; 8,145,578; 8,170,840; 8,209,152; 8,515,125; 8,825,454; 9,135,737; 8,670,961; 9,514,568; 8,818,770; 8,542,880; 9,244,589; 9,329,749. Other Patents Pending. 11 Waste Calculation Table Waste %0%10%12%15%17%20%22% Area (sq ft)38,480 42,328 43097.6 44,252 45021.6 46,176 46945.6 Squares 384.8 423.3 431.0 442.5 450.2 461.8 469.5 This table shows the total roof area and squares (rounded up to the nearest decimal) based upon different waste percentages. The waste factor is subject to the complexity of the roof, individual roofing techniques and your experience. Please consider this when calculating appropriate waste percentages. Note that only roof area is included in these waste calculations. Additional materials needed for ridge, hip, valley, and starter lengths are not included. Parapet Calculation Table Wall Height (ft) Vertical Wall Area (sq ft) 1 2 3 4 5 6 7 1990 3980 5970 7960 9950 11940 13930 This table provides common parapet wall heights to aid you in calculating the total vertical area of these walls. Note that these values assume a 90 degree angle at the base of the wall. Allow for extra materials to cover cant strips and tapered edges. Penetration Table Area (sq ft) Perimeter (ft) 1 2 3-30 31-47 48-66 67-68 69-71 72-81 82-83 84 0.2 0.3 1 2.2 2.3 3.8 4 4.5 6 6.2 2 2 4 6 6 8 8 9 10 10 Area (sq ft) Perimeter (ft) 85-88 89-90 91 92 93-95 96 97-98 99 100 101 6.2 6.3 5.3 5.5 7.5 8 8.7 8.8 10.5 10 10 10 10.4 10.4 11 12 12 12 13 14 Area (sq ft) Perimeter (ft) 102 103 104 105 106 107 108-109 110 111-112 113 12 12.2 13.3 15.7 18 20 22.7 22.8 24 20.1 14 14 14.8 16 17 18 20 20 20 20.4 Any measured penetration smaller than 3x3 feet may need field verification. Accuracy is not guaranteed. The total penetration area is not subtracted from the total roof area. GARLAND CANADA, INC. THE GARLAND COMPANY, INC. THE GARLAND COMPANY UK, LTD GARLAND GARLAND CANADA, INC. THE GARLAND COMPANY, INC. THE GARLAND COMPANY UK, LTD GARLAND 1. 2. 3. 4. 5. 6. 7. Garland/DBS, Inc. 3800 East 91 st Street Cleveland, OH 44105 Phone: (800) 762-8225 Fax: (216) 883-2055 Remove all existing surface-mounted counterflashing where existing. Grind out and remove all old sealant and debris from the masonry or substrate surface to ensure a clean, smooth attachment point for new metal. Furnish and install VaporSmart SA self-adhering vapor retarder directly to the primed substrate. Overlap side laps 3" and head laps 6". Membrane must be pressed into place The Contractor shall ensure all curb, base, and parapet wall flashings maintain a minimum vertical height of 8 inches above the finished roof surface. If existing curbs or walls do not provide the required 8-inch clearance after the installation of the new tapered insulation and coverboard, the Contractor is responsible for furnishing and installing pressure-treated wood requirement excludes perimeter drip edge or gravel stop locations where the membrane must transition to the roof edge for proper drainage. Apply Garland SA Primer to the cleaned structural deck at a rate of 0.5 gal./100 sq. ft.. Allow ROOFING MATERIAL AND SERVICES PROPOSAL Town of Estes Park Town Hall 170 MacGregor Ave Estes Park, CO 80517 Date Submitted: 5/01/2026 Proposal #: 25-CO-260323 Remove existing coping, counterflashing within Roof Section 1. Properly and legally dispose of off-site. MICPA # PW1925 Scope of Work: Coordinate with abatement contractor for the removal of all existing asbestos-containing roof assembly down to the deck. Remove all existing roof assembly within down to the deck, properly and legally dispose of offsite. Move tables and rooftop equipment as required. Purchase orders to be made out to: Garland/DBS, Inc. Please Note: The following budget/estimate is being provided according to the pricing established under the Master Intergovernmental Cooperative Purchasing Agreement (MICPA) with Racine County, WI and OMNIA Partners, Public Sector (U.S. Communities). The line item pricing breakdown from Attachment C: Bid Form should be viewed as the maximum price an agency will be charged under the agreement. Garland/DBS, Inc. administered an informal competitive process for obtaining quotes for the project with the hopes of providing a lower market-adjusted price whenever possible. Page 1 of 4 Attachment 4 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. Modified Base Sheet Installation: Furnish and install new Garland SBS Modified Base Sheet throughout all fields and flashings within Roof Section 1. For field areas, set membrane in gal./100 sq. ft. For all flashing applications, set membrane in Green-Lock Plus Flashing the field of the roof. Modified Cap Sheet Installation: Furnish and install new Garland SBS Modified Mineral Cap Sheet throughout all fields and flashings within Roof Section 1. All sheets must be unrolled and allowed to relax prior to application. For field areas, set membrane in Green-Lock Plus 100% contact with the substrate. For all flashing applications, set membrane in Green-Lock tape, caulk bar w/ GreenLock Structural Adhesive. Furnish and install new pressure treated 2X Nailer as required to level parapet profile. Furnish and install new flat and tapered PolyIso Insulation boards atop existing deck via gang fastening assembly utilizing Trufast #15 EHD fasteners within Roof Section 1, to meet average R-30. min 1/2" per foot positive slope. Trufast #15 EHD fasteners. Remove and replace the existing expansion joint in-kind along the southern portion of Section 1 at the wall transition. The Contractor is responsible for all necessary tie-ins and reflashing into the existing adjacent shingle roof to ensure a watertight transition between the low-slope and steepslope assemblies. 3-Course all flashing laps with SilverFlash Aluminized Mastic, at 2.5gal per 100sqft with scrim embedded. application. Furnish and install new 24ga Garland Kynar counterflashing metal, where existing, in Town- Approved color. Furnish and install new primed lead jacks and flashings to all stacks, jacks, vents and drain sumps. Furnish and install new water and Ice membrane (R-mer Seal) along all coping cap flashings per manufacturer specification and detail provided. Furnish and install new 24ga Garland Kynar surface-mounted counterflashing where existing. bead of high-performance sealant to the top of the counterflashing flange and tool to a 45- degree angle to ensure a watertight shed. Contractor Furnish and install one (1) new exterior-grade, OSHA-compliant fixed galvanized steel ladder providing access between Roof Section 2 and Roof Section 4. The ladder shall be mechanically secured to the vertical wall structure using heavy-duty standoff brackets and stainless-steel masonry anchors. All mounting points must be fully flashed and sealed into the requirements. Ladder shall feature a hot-dipped galvanized finish for corrosion resistance and include serrated, slip-resistant rungs. Page 2 of 4 24. 25. 26. 27. 28. 29. Proposal Price Based Upon Market Experience:199,707$ CMC Roofing Black Roofing B&M Roofing Empire Roofing Wood Decking Replacement CMC Roofing Per SqFt Black Roofing Per SqFt 202,133$ 252,688$ 252,729$ Potential issues that could arise during the construction phase of the project will be addressed via unit pricing for additional work beyond the scope of the specifications. This could range anywhere from wet insulation, to the replacement of deteriorated wood nailers. availability pressures for many key building components. Specifically, the roofing industry is currently experiencing long lead times and significant price increases with roofing insulation and roofing fasteners. Therefore, this proposal can only be held for 30 days. DBS greatly values your business, and we are working diligently with our long-term suppliers to minimize price increases and project delays which could effect your project. Thank you for your understanding and cooperation. Garland/DBS Price Based Upon Local Market Competition: 199,707$ 8.75$ 3.25$ Set all plumbing and conduit lines atop new rubberized DuraBlock each 12ft min. Installer to provide 2 Year Workmanship Warranty. Roof System Manufacturer to provide 30 Year NDL Warranty. a. Line-item pricing: i. Price per square foot to replace existing wood decking in-kind. Install new 24ga Kynar coping metal at all parapets, per roof system manufacturer specifications, in Town Approved color. Install surface-mounted counterflashing at coping-to- masonry wall transitions. Roofing Contractor is responsible for disconnect/reconnect as required. Furnish and install new cast iron drain covers and clamp rings where existing. Page 3 of 4 Clarifications/Exclusions: 1. 2. 3. 4. 5. 6. Respectfully Submitted, Nathan Parker Garland/DBS, Inc. (216) 302-3791 If you have any questions regarding this proposal, please do not hesitate to call me at my number listed below. Nathan Parker Sales and use taxes are included. Prevailing Wages are excluded. Any work not exclusively described in the above proposal scope of work is excluded. Plumbing, Electrical work is excluded. Masonry work is included to which it obtains to the scope of work. Interior Temporary protection is excluded. Page 4 of 4 Town Hall Building Roof Replacement Proposal Comparisons Vendor Garland Roof Asbestos Installation REPLACEMENT 50% Decking TOTAL ESTIMATED Black Roofing $73,705.10 $32,249.75 $96,178.16 $202,133.00 $3.25 $1,950.00 $10,106.65 $214,189.65 CMC $74,589.05 $10,406.06 $114,711.89 $199,707.00 $8.75 $5,250.00 $9,985.35 $214,942.35 B&M Roofing $252,688.00 $12,634.40 $265,322.40 Empire Roofing $86,955.11 $34,345.44 $133,919.45 $255,220.00 $15.00 $9,000.00 $12,761.00 $276,981.00 Attachment 5 Section 3 Section 2 Section 4 Section 1 Section 5 Attachment 6 The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Trevor Wittwer, PE, Town Engineer Department: Public Works Date: June 9, 2026 Subject: Resolution 69-26 Termination of Executed Transportation Alternatives Program (TAP) Intergovernmental Agreement (IGA) and Approval of Amended and Restated IGA with Colorado Department of Transportation for MMOF, TAP, and CMAQ Grants for Fall River Trail Final Segment, $4,720,995 – Budgeted Type: Resolution Objective: Public Works staff seek Town Board approval to terminate an executed agreement for Transportation Alternatives Program (TAP) funding, and approve an Amended and Restated Intergovernmental Agreement (IGA) with the Colorado Department of Transportation (CDOT) for the construction of the Fall River Trail Final Segment. This action effectively combines the Transportation Alternatives Program (TAP) and Congestion Mitigation and Air Quality (CMAQ) grants and transfers those funds into the Multimodal Transportation and Mitigation Options Fund (MMOF) contract. The purpose for this consolidation of funds is to reduce the administrative burden of operating with three separate grant agreements. Present Situation: The Town Board supported Public Works staff to submit for three separate CDOT grant applications which were awarded: Multimodal Options Fund (MMOF aka MTF) is state funds. Award amount: $1,438,557. Local cost share amount: $479,519. Transportation Alternatives Program (TAP) is federal funds. Award amount: $2,300,000. Local cost share amount: $575,000. Congestion Mitigation and Air Quality (CMAQ) is federal funds. Award amount: $574,539. Local cost share amount: $119,432. The Fall River Trail project is a high priority trail outlined in the Estes Valley Master Trails Plan. As such, Town staff have worked diligently to research grant opportunities and submit applications. This work will consist of multimodal trail construction along Fall River Road (US 34) starting at the current trail terminus east of Fall River Court. The proposed construction will follow US 34 west for approximately 0.70 miles and connect to the existing trail section along Fish Hatchery Road. The design phase of this work was completed to a 90% phase in 2017 through a Federal Transit Administration Sarbanes Alternative Transportation in Parks and Public Lands Grant. Final 100% design efforts concluded in June 2025, supported with Town funds. Following execution of this IGA, the Town will solicit bids for construction. The construction phase of the project is estimated to begin in fall/winter 2026 and estimated completion for this trail segment will be spring 2026. Proposal: Public Works staff recommend Town Board approval of the termination and amended agreement with CDOT for TAP, CMAQ, and MMOF grants to construct the Fall River Trail Final Segment. Town Engineer Wittwer will manage the project. Advantages: • Town staff strategically applied for these CDOT funds for this specific trail segment because it is on their highway system (US 34) and because this is a particularly challenging area because of the proposed trail alignment to the road and riverbank. • These funds support completing a trail that will connect historic downtown Estes Park with Rocky Mountain National Park (RMNP). • When completed, this will be the first multimodal trail that connects with RMNP. • This project supports the Estes Valley Master Trails Plan. • This trail extension will provide added safety to residents and visitors that walk and bike this heavily trafficked stretch of Fall River Road (US 34). Disadvantages: • As most grants, there is a required cost share; however, funds have been allocated for this project through the 1A Trail Expansion Funds. • Construction activity will be disruptive, especially to motorists along Fall River Road; however, traffic control will be provided, and construction will primarily be conducted during the slower months. Action Recommended: Public Works staff respectfully request that the Board authorize execution of the proposed termination and grant amendment with CDOT for the purpose of accepting the transfer of TAP and CMAQ funds into MMOF funds to complete construction of the Fall River Trail Final Segment. Finance/Resource Impact: The financial impact to the Town is as follows: TAP Grant (federal funds): $2,300,000 TAP Grant (local match – budgeted): $575,000 MMOF Grant (state funds): $864,018 MMOF Grant (local match – budgeted): $288,006 CMAQ Grant (federal funds): $574,539 CMAQ Grant (local match – budgeted): $119,432 Total Town Cost: $982,438 The Town’s local match has been identified in Trails Expansion 1A (Fund 244). Current Impact: 244-3400-434.36-60 1A Trails, $982,438 expenditure, $4,179,443.25 available budget. Future Ongoing Impacts: Future ongoing expenditures on the construction of this trail will consist of minimal maintenance items. Future One Time Impacts: This is not expected to significantly impact future one time costs. Level of Public Interest: Public interest on this project is moderate at this time but will likely increase as construction begins. Sample Motion: I move for the approval/denial of Resolution 69-26. Attachments: 1. Resolution 69-26 2. Termination of TAP IGA Amendment 3. CDOT IGA Amendment & Restatement RESOLUTION 69-26 APPROVING AMENDMENTS TO AGREEMENTS WITH THE COLORADO DEPARTMENT OF TRANSPORTATION FOR GRANT FUNDS TO COMPLETE CONSTRUCTION OF THE FALL RIVER TRAIL FINAL SEGMENT WHEREAS, the Town entered a grant agreement with the State of Colorado on October 8, 2024 to fund the Fall River Trail Final Segment; and WHEREAS, the Town also entered a grant agreement with the State of Colorado on November 4, 2024 for additional funds for the same purpose; and WHEREAS, the Colorado Department of Transportation has requested that these agreements be consolidated and restated, via a first amendment to each, and the Town Board is amenable to the request; and WHEREAS, the project will support the goals of the Statewide Transit Plan. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board approves, and authorizes the Mayor to sign, the intergovernmental agreement amendments referenced in the title of this resolution in substantially the form now before the Board. DATED this day of , 2026. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney Attachment 1 OLA #: 331003362 Routing #: 24-HA4-XC-00070-M0001 Document Builder Generated Page 1 of 3 STATE OF COLORADO AMENDMENT Amendment #: 1 Project #: TAP M405-028 (25932) Signature and Cover Pages Department of Transportation Amendment Routing Number 24-HA4-XC-00070-M0001 Local Agency Town of Estes Park Original Agreement Routing Number 24-HA4-XC-00070 Agreement Maximum Amount $0.00 Agreement Effective Date October 08, 2024 Agreement Expiration Date The earlier of the Amendment Effective Date or May 13, 2034 THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT Each person signing this Amendment represents and warrants that he or she is duly authorized to execute this Amendment and to bind the Party authorizing his or her signature. LOCAL AGENCY Town of Estes Park By:_____________________________ *Signature Name:__________________________ (Print Name) Title:____________________________ (Print Title) STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director ________________________________ Keith Stefanik, P.E., Chief Engineer Date: _________________________ ADDITIONAL AGENCY SIGNATURE Town of Estes Park By:_____________________________ *Signature Name:__________________________ (Print Name) Title:____________________________ (Print Title) Date:___________________________ STATE OF COLORADO LEGAL REVIEW Philip J. Weiser, Attorney General By:_____________________________ Assistant Attorney General Date:__________________________ Attachment 2 OLA #: 331003362 Routing #: 24-HA4-XC-00070-M0001 Document Builder Generated Page 2 of 3 STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: __________________________________________________________________ Department of Transportation Amendment Effective Date: __________________ In accordance with §24-30-202, C.R.S., this Amendment is not valid until signed and dated above by the State Controller or an authorized delegate. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK Town of Estes Park By:_____________________________ *Signature Name:__________________________ (Print Name) Title:____________________________ (Print Title) Date:___________________________ OLA #: 331003362 Routing #: 24-HA4-XC-00070-M0001 Document Builder Generated Page 3 of 3 1)PARTIES This Amendment (the “Amendment”) to the Original Agreement shown on the Signature and Cover Page for this Amendment (the “Agreement”) is entered into by and between the Local Agency and the State. 2)TERMINOLOGY Except as specifically modified by this Amendment, all terms used in this Amendment that are defined in the Agreement shall be construed and interpreted in accordance with the Agreement. 3)EFFECTIVE DATE AND ENFORCEABILITY A.Amendment Effective Date This Amendment shall not be valid or enforceable until the Amendment Effective Date shown on the Signature and Cover Page for this Amendment. The State shall not be bound by any provision of this Amendment before that Amendment Effective Date, and shall have no obligation to pay the Local Agency for any Work performed or expense incurred under this Amendment either before or after the Amendment term shown in §3.B of this Amendment B.Amendment Term The Parties’ respective performances under this Amendment and the changes to the Agreement contained herein shall commence on the Amendment Effective Date shown on the Signature and Cover Page for this Amendment and shall terminate on the termination of the Agreement. 4)PURPOSE The Parties entered into the Agreement for the Fall River Trail Final Segment. The Parties now agree to terminate the Agreement. 5)MODIFICATIONS a)The Agreement was executed on October 8, 2024, to fund $2,875,000.00 for the above purpose. No money is encumbered and no money has been used for the project. The Parties now request to terminate the Agreement. Pursuant to the request, the Agreement is now terminated. b)Decrease Agreement Maximum Amount from $ $2,875,000.00 to $0.00. 6)LIMITS OF EFFECT This Amendment is incorporated by reference into the Agreement, and the Agreement and all prior amendments or other modifications to the Agreement, if any, remain in full force and effect except as specifically modified in this Amendment. Except for the Special Provisions contained in the Agreement, in the event of any conflict, inconsistency, variance, or contradiction between the provisions of this Amendment and any of the provisions of the Agreement or any prior modification to the Agreement, the provisions of this Amendment shall in all respects supersede, govern, and control. The provisions of this Amendment shall only supersede, govern, and control over the Special Provisions contained in the Agreement to the extent that this Amendment specifically modifies those Special Provisions. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 1 of 34 STATE OF COLORADO AMENDMENT AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT Amendment and Restatement No. 1 Project #: MTF M405-027 (25483) Signature and Cover Pages Department of Transportation Amendment and Restatement Routing Number 24-HA4-XC-00036-M0001 Local Agency Town of Estes Park Original Agreement Routing Number 24-HA4-XC-00036 Agreement Maximum Amount $4,720,995.00 Agreement Effective Date November 4, 2024 Agreement Expiration Date March 6, 2034 THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT Each person signing this Amendment and Restatement No. 1 represents and warrants that he or she is duly authorized to execute this Amendment and Restatement No. 1 and to bind the Party authorizing his or her signature. LOCAL AGENCY Town of Estes Park By:_____________________________ *Signature Name:__________________________ (Print Name) Title:____________________________ (Print Title) Date:___________________________ STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director ________________________________ Keith Stefanik, P.E., Chief Engineer Date: _________________________ ADDITIONAL LOCAL AGENCY SIGNATURES Town of Estes Park By:_____________________________ *Signature Name:__________________________ (Print Name) Title:____________________________ (Print Title) Date:___________________________ STATE OF COLORADO LEGAL REVIEW Philip J. Weiser, Attorney General By:_____________________________ Assistant Attorney General Date:__________________________ Attachment 3 OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 2 of 34 STATE CONTROLLER Robert Jaros, CPA, MBA, JD Department of Transportation Amendment and Restatement No. 1 Effective Date: __________________ In accordance with §24-30-202, C.R.S., this and Amendment and Restatement No. 1 is not valid until signed and dated above by the State Controller or an authorized delegate. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK ADDITIONAL LOCAL AGENCY SIGNATURES Town of Estes Park By:_____________________________ *Signature Name:__________________________ (Print Name) Title:____________________________ (Print Title) Date:___________________________ OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 3 of 34 1) PARTIES This Amendment and Restatement No. 1 to the Original Agreement shown on the Signature and Cover Page for this Amendment and Restatement No. 1 is entered into by and between the Local Agency and the State. 2) TERMINOLOGY All terms used in this Amendment and Restatement that are defined shall be construed and interpreted in accordance with this Amendment and Restatement. 3) PURPOSE AND MODIFICATION A. History On November 4, 2024 the Parties executed an Intergovernmental Agreement, in the amount of $1,918,076.00. B. The Parties are amending and restating the Original Agreement through this Amended and Restated Intergovernmental Agreement while retaining the Original Agreement Execution Date shown on the Signature and Cover Page, and all Option Letters (if applicable), and Amendments (if applicable) to the Original Agreement, and the Original Agreement Expiration Date shown on the Signature and Cover Page. C. The Parties hereby revoke all provisions of the Original Agreement in its entirety, except for the Original Agreement Execution Date and Expiration Date and the Amendments and Option Letters referenced in §3.A. above. This Amendment and Restatement No. 1 without reference to those provisions revoked, shall hereafter constitute the Intergovernmental Agreement as amended and restated. 4) TERM AND EFFECTIVE DATE A. This Amendment and Restatement No. 1 shall not be valid or enforceable until signed and dated by the State Controller or an authorized delegate. The Execution Date of the Original Agreement remains unchanged. The State shall not be bound by any provision of this Amendment and Restatement before this Amendment and Restatement No. 1 is executed by the State Controller or an authorized delegate and shall have no obligation to pay the Local Agency for any Work performed or expense incurred under this Amendment and Restatement either before or after the Amendment and Restatement No. 1 term shown in §3.C of this Amendment and Restatement No. 1. B. The Parties’ respective performances under this Amendment and Restatement No. 1 and the changes to the Original Agreement contained herein shall continue from the Original Agreement Execution Date shown on the Signature and Cover Page and shall terminate on the Original Agreement Expiration Date shown on the Signature and Cover Page. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 4 of 34 TABLE OF CONTENTS 1. PARTIES ................................................................................................................................... 4 2. TERM AND EFFECTIVE DATE ................................................................................................ 5 3. AUTHORITY ............................................................................................................................. 6 4. PURPOSE ................................................................................................................................ 6 5. DEFINITIONS ........................................................................................................................... 6 6. SCOPE OF WORK ................................................................................................................. 10 7. PAYMENTS ............................................................................................................................ 14 8. REPORTING - NOTIFICATION .............................................................................................. 19 9. LOCAL AGENCY RECORDS ................................................................................................. 19 10. CONFIDENTIAL INFORMATION-STATE RECORDS ........................................................... 20 11. CONFLICTS OF INTEREST ................................................................................................... 22 12. INSURANCE ........................................................................................................................... 22 13. BREACH ................................................................................................................................. 24 14. REMEDIES ............................................................................................................................. 25 15. DISPUTE RESOLUTION ........................................................................................................ 26 16. NOTICES AND REPRESENTATIVES ................................................................................... 27 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION .............................................. 27 18. GOVERNMENTAL IMMUNITY ............................................................................................... 29 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM ........................................................... 29 20. GENERAL PROVISIONS ....................................................................................................... 29 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ............................. 32 22. FEDERAL REQUIREMENTS ................................................................................................. 34 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) ........................................................... 34 EXHIBIT A, SCOPE OF WORK (Currently A-1) EXHIBIT B, SAMPLE OPTION LETTER (Currently B-1) EXHIBIT C, FUNDING PROVISIONS (Budget) (Currently C-1) EXHIBIT D, LOCAL AGENCY RESOLUTION (Currently D-1) EXHIBIT E, LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST (Currently E-1) EXHIBIT F, CERTIFICATION FOR FEDERAL-AID AGREEMENTS EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES EXHIBIT I, FEDERAL-AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT FORM EXHIBIT M, OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS EXHIBIT N, FEDERAL TREASURY PROVISIONS EXHIBIT O, AGREEMENT WITH SUBRECIPIENT OF FEDERAL RECOVERY FUNDS EXHIBIT P, SLFRF SUBRECIPIENT QUARTERLY REPORT EXHIBIT Q, SLFRF REPORTING MODIFICATION FORM EXHIBIT R, APPLICABLE FEDERAL AWARDS EXHIBIT S, PII CERTIFICATION EXHIBIT T, CHECKLIST OF REQUIRED EXHIBITS DEPENDENT ON FUNDING SOURCE 1. PARTIES This Agreement is entered into by and between Local Agency named on the Signature and Cover Page for this Agreement (“Local Agency”), and the STATE OF COLORADO acting by and through the State agency named on the Signature and Cover Page for this Agreement (the “State” or “CDOT”). Local Agency and the State agree to the terms and conditions in this Agreement. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 5 of 34 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and Agreement Funds shall be expended within the dates shown in Exhibit C for each respective phase (“Phase Performance Period(s)”). The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Local Agency for any Work performed or expense incurred before 1) the Effective Date of this original Agreement; except as described in §7.D; 2) before the encumbering document for the respective phase and the official Notice to Proceed for the respective phase; or 3) after the Final Phase Performance End Date, as shown in Exhibit C. Additionally, the State shall have no obligation to pay Local Agency for any Work performed or expense incurred after the Agreement Expiration Date or after required billing deadline specified in §7.B.i.e., or the expiration of “Special Funding” if applicable, whichever is sooner. The State’s obligation to pay Agreement Funds exclusive of Special Funding will continue until the Agreement Expiration Date. If Agreement Funds expire before the Agreement Expiration Date, then no payments will be made after expiration of Agreement Funds. B. Initial Term and Extension The Parties’ respective performances under this Agreement shall commence on the Agreement Effective Date shown on the Signature and Cover Page for this Agreement and shall terminate on March 6, 2034 as shown on the Signature and Cover Page for this Agreement, unless sooner terminated or further extended in accordance with the terms of this Agreement. Upon request of Local Agency, the State may, in its sole discretion, extend the term of this Agreement by Option Letter pursuant §7.E.iv. If the Work will be performed in multiple phases, the period of performance start and end date of each phase is detailed under the Project Schedule in Exhibit C. C. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, and this ARPA Award is not appropriated, or otherwise become unavailable to fund this ARPA Award the State, in its discretion, may terminate this Agreement in whole or in part. This subsection shall not apply to a termination of this Agreement by the State for breach by Local Agency, which shall be governed by §14.A.i. i. Method and Content The State shall notify Local Agency by providing written notice to Local Agency of the termination and be in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Local Agency shall be subject to §14.A.i.a iii. Payments If the State terminates this Agreement in the public interest, the State shall pay Local Agency an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State, the State may reimburse Local Agency for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Local Agency which are directly attributable to the uncompleted portion of Local Agency’s obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Local Agency hereunder. This subsection shall not apply to a termination of this ARPA Award by the State for breach by Local Agency. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 6 of 34 D. Local Agency Termination Under Federal Requirements Local Agency may request termination of the ARPA Award by sending notice to the State, which includes the effective date of the termination. If this ARPA Award is terminated in this manner, then Local Agency shall return any advanced payments made for work that will not be performed prior to the effective date of the termination. 3. AUTHORITY Authority to enter into this Agreement exists in the law as follows: A. Federal Authority Pursuant to Title I, Subtitle A, of the “Fixing America’s Surface Transportation Act” (FAST Act) of 2015, and to applicable provisions of Title 23 of the United States Code and implementing regulations at Title 23 of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter as the “Federal Provisions”), certain federal funds have been and are expected to continue to be allocated for transportation projects requested by Local Agency and eligible under the Surface Transportation Improvement Program that has been proposed by the State and approved by the Federal Highway Administration (“FHWA”). Pursuant to Title VI of the Social Security Act, Section 602 of the “Coronavirus State and Local Fiscal Recovery Funds”, a part of the American Rescue Plan, provides state, local and Tribal governments with the resources needed to respond to the pandemic and its economic effects and to build a stronger, more equitable economy during the recovery. B. State Authority Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is responsible for the general administration and supervision of performance of projects in the Program, including the administration of federal funds for a Program project performed by a Local Agency under a contract with the State. This Agreement is executed under the authority of CRS §§29-1-203, 43-1-110; 43-1-116, 43-2-101(4)(c) and 43-2-104.5. 4. PURPOSE The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT’s Stewardship Agreement with the FHWA and/or USDT as shown in Exhibit C. 5. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. “Agreement Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. C. “ARPA” means American Rescue Plan Act, funded by the US Department of the Treasury (“USDT”). See “SLFRF” below. D. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. E. “Budget” means the budget for the Work described in Exhibit C. F. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1) C.R.S.. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 7 of 34 G. “Chief Procurement Officer” means the individual to whom the Executive Director has delegated his or her authority pursuant to §24-102-202 to procure or supervise the procurement of all supplies and services needed by the State. H. “CJI” means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended and all Criminal Justice Records as defined under §24-72-302, C.R.S. I. “Consultant” means a professional engineer or designer hired by Local Agency to design the Work Product. J. “Contractor” means the general construction contractor hired by Local Agency to construct the Work. K. “CORA” means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. L. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature and Cover Page for this Agreement. M. “Evaluation” means the process of examining Local Agency’s Work and rating it based on criteria established in §6, Exhibit A and Exhibit E. N. “Exhibits” means the following exhibits attached to this Agreement: i. Exhibit A, Scope of Work. ii. Exhibit B, Sample Option Letter. iii. Exhibit C, Funding Provisions iv. Exhibit D, Local Agency Resolution v. Exhibit E, Local Agency Contract Administration Checklist vi. Exhibit F, Certification for Federal-Aid Contracts vii. Exhibit G, Disadvantaged Business Enterprise viii. Exhibit H, Local Agency Procedures for Consultant Services ix. Exhibit I, Federal-Aid Contract Provisions for Construction Contracts x. Exhibit J, Additional Federal Requirements xi. Exhibit K, The Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental Federal Provisions xii. Exhibit L, Sample Sub-Recipient Monitoring and Risk Assessment Form xiii. Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal Awards (the “Uniform Guidance”) xiv. Exhibit N, Federal Treasury Provisions xv. Exhibit O, Agreement with Subrecipient of Federal Recovery Funds xvi. Exhibit P, SLFRF Subrecipient Quarterly Report xvii. Exhibit Q, SLFRF Reporting Modification Form xviii. Exhibit R, Applicable Federal Awards xix. Exhibit S, PII Certification xx. Exhibit T, Checklist of Required Exhibits Dependent on Funding Source O. “Expiration Date” means the date on which this Agreement expires, as shown on the Signature and Cover Page for this Agreement. P. “Extension Term” means the period of time by which the ARPA Expiration Date is extended by the State through delivery of an updated ARPA Letter. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 8 of 34 Q. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. R. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. The US Department of the Treasury is the Federal Awarding Agency for the Federal Award, which may be the subject of this Agreement. S. “FHWA” means the Federal Highway Administration, which is one of the twelve administrations under the Office of the Secretary of Transportation at the U.S. Department of Transportation. FHWA provides stewardship over the construction, maintenance and preservation of the Nation’s highways and tunnels. FHWA is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement. T. “Goods” means any movable material acquired, produced, or delivered by Local Agency as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Local Agency in connection with the Services. U. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. V. “Initial Term” means the time period defined in §2.B. W. “Local Funds” means the funds provided by the Local Agency as their obligated contribution to the federal and/or State Awards to receive the federal and/or State funding. X. “Notice to Proceed” means the letter issued by the State to the Local Agency stating the date the Local Agency can begin work subject to the conditions of this Agreement. Y. “OMB” means the Executive Office of the President, Office of Management and Budget. Z. “Oversight” means the term as it is defined in the Stewardship Agreement between CDOT and the FHWA. AA. “Party” means the State or Local Agency, and “Parties” means both the State and Local Agency. BB. “PCI” means payment card information including any data related to credit card holders’ names, credit card numbers, or the other credit card information as may be protected by state or federal law. CC. “PHI” means any protected health information, including, without limitation any information whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. PHI includes, but is not limited to, any information defined as Individually Identifiable Health Information by the federal Health Insurance Portability and Accountability Act. DD. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual‘s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §24-72-501 C.R.S. “PII” shall also mean “personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S. EE. “Recipient” means the Colorado Department of Transportation (CDOT) for this Federal Award. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 9 of 34 FF. “Services” means the services to be performed by Local Agency as set forth in this Agreement and shall include any services to be rendered by Local Agency in connection with the Goods. GG. “SLFRF” means State and Local Fiscal Recovery Funds, provided by ARPA, funded by the US Treasury Department. HH. “Special Funding” means an award by Federal agency or the State which may include but is not limited to one or a combination of Multimodal Transportation & Mitigation Options Funding, Revitalizing Main Streets, Safer Main Streets, Stimulus Funds, Coronavirus Response and Relief Supplemental Funds, ARPA, SLFRF, or COVID Relief. II. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII and State personnel records not subject to disclosure under CORA. JJ. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a). KK. “State Fiscal Year” means a 12-month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. LL. “State Purchasing Director” means the position described in the Colorado Procurement Code and its implementing regulations. MM. “State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. NN. “Sub-Award” means this Award by the State to Local Agency funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to this Sub-Award unless the terms and conditions of the Federal Award specifically indicate otherwise. OO. “Subcontractor” means third parties, if any, engaged by Local Agency to aid in performance of the Work. PP. “Subrecipient” means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a Federal program but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. QQ. “Tax Information” means Federal and State of Colorado tax information including, without limitation, Federal and State tax returns, return information, and such other tax-related information as may be protected by Federal and State law and regulation. Tax Information includes but is not limited to all information defined as Federal tax Information in Internal Revenue Service Publication 1075. RR. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. SS. “USDT” The United States Department of the Treasury (USDT) is the national treasury and finance department of the federal government of the United States where it serves as an executive department. The USDT funds ARPA. TT. “Work” means the delivery of the Goods and performance of the Services in compliance with CDOT’s Local Agency Manual described in this Agreement. UU. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 10 of 34 ideas, concepts, know-how, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 6. SCOPE OF WORK Local Agency shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A, and the Local Agency Manual. The State shall have no liability to compensate Local Agency for the delivery of any Goods or the performance of any Services that are not specifically set forth in this Agreement. Work may be divided into multiple phases that have separate periods of performance. The State may not compensate for Work that Local Agency performs outside of its designated phase performance period. The performance period of phases, including, but not limited to Design, Construction, Right of Way, Utilities, or Environment phases, are identified in Exhibit C. The State may unilaterally modify Exhibit C from time to time, at its sole discretion, to extend the Agreement Expiration Date and/or to extend the period of performance for a phase of Work authorized under this Agreement. To exercise these options to extend the Agreement Expiration Date and/or to update the phase performance period extension option, the State will provide written notice to Local Agency in a form substantially equivalent to Exhibit B. The State’s unilateral extension of the Agreement Expiration Date and/or the phase performance periods will not amend or alter in any way the funding provisions or any other terms specified in this Agreement, notwithstanding the options listed under §7.E A. Local Agency Commitments i. Design If the Work includes preliminary design, final design, design work sheets, or special provisions and estimates (collectively referred to as the “Plans”), Local Agency shall ensure that it and its Contractors comply with and are responsible for satisfying the following requirements: a. Perform or provide the Plans to the extent required by the nature of the Work. b. Prepare final design in accordance with the requirements of the latest edition of the American Association of State Highway Transportation Officials (AASHTO) manual or other standard, such as the Uniform Building Code, as approved by the State. c. Prepare provisions and estimates in accordance with the most current version of the State’s Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local Agency specifications if approved by the State. d. Include details of any required detours in the Plans in order to prevent any interference of the construction Work and to protect the traveling public. e. Stamp the Plans as produced by a Colorado registered professional engineer. f. Provide final assembly of Plans and all other necessary documents. g. Ensure the Plans are accurate and complete. h. Make no further changes in the Plans following the award of the construction contract to Contractor unless agreed to in writing by the Parties. The Plans shall be considered final when approved in writing by CDOT, and when final, they will be deemed incorporated herein. ii. Local Agency Work a. Local Agency shall comply with the requirements of the Americans With Disabilities Act (ADA) 42 U.S.C. § 12101, et. seq., and applicable federal regulations and standards as contained in the document “ADA Accessibility Requirements in CDOT Transportation Projects”. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 11 of 34 b. Local Agency shall afford the State ample opportunity to review the Plans and shall make any changes in the Plans that are directed by the State to comply with FHWA requirements. c. Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans and/or construction administration. Provided, however, if federal-aid funds are involved in the cost of such Work to be done by such Consultant, such Consultant contract (and the performance provision of the Plans under the contract) must comply with all applicable requirements of 23 C.F.R. Part 172 and with any procedures implementing those requirements as provided by the State, including those in Exhibit H. If Local Agency enters into a contract with a Consultant for the Work: 1) Local Agency shall submit a certification that procurement of any Consultant contract complies with the requirements of 23 C.F.R. 172.5(1) prior to entering into such Consultant contract, subject to the State’s approval. If not approved by the State, Local Agency shall not enter into such Consultant contract. 2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by the State and FHWA and that they are in writing. Immediately after the Consultant contract has been awarded, one copy of the executed Consultant contract and any amendments shall be submitted to the State. 3) Local Agency shall require that all billings under the Consultant contract comply with the State’s standardized billing format. Examples of the billing formats are available from the CDOT Agreements Office. 4) Local Agency (and any Consultant) shall comply with 23 C.F.R. 172.5(b) and (d) and use the CDOT procedures described in Exhibit H to administer the Consultant contract. 5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant contract by submitting a letter to CDOT from Local Agency’s attorney/authorized representative certifying compliance with Exhibit H and 23 C.F.R. 172.5(b)and (d). 6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49 CFR 18.36(i) and contains the following language verbatim: (a) The design work under this Agreement shall be compatible with the requirements of the contract between Local Agency and the State (which is incorporated herein by this reference) for the design/construction of the project. The State is an intended third-party beneficiary of this agreement for that purpose. (b) Upon advertisement of the project work for construction, the consultant shall make available services as requested by the State to assist the State in the evaluation of construction and the resolution of construction problems that may arise during the construction of the project. (c) The consultant shall review the construction Contractor’s shop drawings for conformance with the contract documents and compliance with the provisions of the State’s publication, Standard Specifications for Road and Bridge Construction, in connection with this work. (d) The State, in its sole discretion, may review construction plans, special provisions and estimates and may require Local Agency to make such changes therein as the State determines necessary to comply with State and FHWA requirements. iii. Construction If the Work includes construction, Local Agency shall perform the construction in accordance with the approved design plans and/or administer the construction in accordance with Exhibit E. Such administration shall include Work inspection and testing; approving sources of OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 12 of 34 materials; performing required plant and shop inspections; documentation of contract payments, testing and inspection activities; preparing and approving pay estimates; preparing, approving and securing the funding for contract modification orders and minor contract revisions; processing construction Contractor claims; construction supervision; and meeting the quality control requirements of the FHWA/CDOT Stewardship Agreement, as described in Exhibit E. a. The State may, after providing written notice of the reason for the suspension to Local Agency, suspend the Work, wholly or in part, due to the failure of Local Agency or its Contractor to correct conditions which are unsafe for workers or for such periods as the State may deem necessary due to unsuitable weather, or for conditions considered unsuitable for the prosecution of the Work, or for any other condition or reason deemed by the State to be in the public interest. b. Local Agency shall be responsible for the following: 1) Appointing a qualified professional engineer, licensed in the State of Colorado, as Local Agency Project Engineer (LAPE), to perform engineering administration. The LAPE shall administer the Work in accordance with this Agreement, the requirements of the construction contract and applicable State procedures, as defined in the CDOT (https://www.codot.gov/business/designsupport/bulletins_manuals/2006-local- agency-manual). 2) For the construction Services, advertising the call for bids, following its approval by the State, and awarding the construction contract(s) to the lowest responsible bidder(s). (a) All Local Agency’s advertising and bid awards pursuant to this Agreement shall comply with applicable requirements of 23 U.S.C. §112 and 23 C.F.R. Parts 633 and 635 and C.R.S. § 24-92-101 et seq. Those requirements include, without limitation, that Local Agency and its Contractor(s) incorporate Form 1273 (Exhibit I) in its entirety, verbatim, into any subcontract(s) for Services as terms and conditions thereof, as required by 23 C.F.R. 633.102(e). (b) Local Agency may accept or reject the proposal of the apparent low bidder for Work on which competitive bids have been received. Local Agency must accept or reject such bids within three (3) working days after they are publicly opened. (c) If Local Agency accepts bids and makes awards that exceed the amount of available Agreement Funds, Local Agency shall provide the additional funds necessary to complete the Work or not award such bids. (d) The requirements of §6.A.iii.b.2 also apply to any advertising and bid awards made by the State. (e) The State (and in some cases FHWA) must approve in advance all Force Account Construction, and Local Agency shall not initiate any such Services until the State issues a written Notice to Proceed. iv. Right of Way (ROW) and Acquisition/Relocation a. If Local Agency purchases a ROW for a State highway, including areas of influence, Local Agency shall convey the ROW to CDOT promptly upon the completion of the project/construction. b. Any acquisition/relocation activities shall comply with all applicable federal and State statutes and regulations, including but not limited to, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 13 of 34 Programs, as amended (49 C.F.R. Part 24), CDOT’s Right of Way Manual, and CDOT’s Policy and Procedural Directives. c. The Parties’ respective responsibilities for ensuring compliance with acquisition, relocation and incidentals depend on the level of federal participation as detailed in CDOT’s Right of Way Manual (located at http://www.codot.gov/business/manuals/right-of-way); however, the State always retains oversight responsibilities. d. The Parties’ respective responsibilities at each level of federal participation in CDOT’s Right of Way Manual, and the State’s reimbursement of Local Agency costs will be determined pursuant the following categories: 1) Right of way acquisition (3111) for federal participation and non-participation; 2) Relocation activities, if applicable (3109); 3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of way – 3114). v. Utilities If necessary, Local Agency shall be responsible for obtaining the proper clearance or approval from any utility company that may become involved in the Work. Prior to the Work being advertised for bids, Local Agency shall certify in writing to the State that all such clearances have been obtained. vi. Railroads If the Work involves modification of a railroad company’s facilities and such modification will be accomplished by the railroad company, Local Agency shall make timely application to the Public Utilities Commission (“PUC”) requesting its order providing for the installation of the proposed improvements. Local Agency shall not proceed with that part of the Work before obtaining the PUC’s order. Local Agency shall also establish contact with the railroad company involved for the purpose of complying with applicable provisions of 23 C.F.R. 646, subpart B, concerning federal-aid projects involving railroad facilities, and: a. Execute an agreement with the railroad company setting out what work is to be accomplished and the location(s) thereof, and which costs shall be eligible for federal participation. b. Obtain the railroad’s detailed estimate of the cost of the Work. c. Establish future maintenance responsibilities for the proposed installation. d. Proscribe in the agreement the future use or dispositions of the proposed improvements in the event of abandonment or elimination of a grade crossing. e. Establish future repair and/or replacement responsibilities, as between the railroad company and the Local Agency, in the event of accidental destruction or damage to the installation. vii. Environmental Obligations Local Agency shall perform all Work in accordance with the requirements of current federal and State environmental regulations, including the National Environmental Policy Act of 1969 (NEPA) as applicable. viii. Maintenance Obligations Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and expense during their useful life, in a manner satisfactory to the State and FHWA. Local Agency shall conduct such maintenance and operations in accordance with all applicable statutes, ordinances, and regulations pertaining to maintaining such improvements. The State OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 14 of 34 and FHWA may make periodic inspections to verify that such improvements are being adequately maintained. ix. Monitoring Obligations Local Agency shall respond in a timely manner to and participate fully with the monitoring activities described in §7.F.vi. B. State’s Commitments i. The State will perform a final project inspection of the Work as a quality control/assurance activity. When all Work has been satisfactorily completed, the State will sign the FHWA Form 1212. ii. Notwithstanding any consents or approvals given by the State for the Plans, the State shall not be liable or responsible in any manner for the structural design, details or construction of any Work constituting major structures designed by, or that are the responsibility of, Local Agency, as identified in Exhibit E. 7. PAYMENTS A. Maximum Amount Payments to Local Agency are limited to the unpaid, obligated balance of the Agreement Funds set forth in Exhibit C. The State shall not pay Local Agency any amount under this Agreement that exceeds the Agreement Maximum set forth in Exhibit C. B. Payment Procedures i. Invoices and Payment a. The State shall pay Local Agency in the amounts and in accordance with conditions set forth in Exhibit C. b. Local Agency shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Local Agency and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Local Agency shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under the Agreement. e. If a project is funded in part with Federal or State special funding there may be an expiration date for the funds. The expiration date applies to grants and local funds used to match grants. To receive payment or credit for the match, Work must be completed or substantially completed, as outlined in the terms of the grant, prior to the expiration date of the special funding and invoiced in compliance with the rules outlined in the award of the funding. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under the Agreement. ii. Interest Amounts not paid by the State within 45 days after the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 46th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Local Agency shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of days interest to be paid and the interest rate. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 15 of 34 iii. Payment Disputes If Local Agency disputes any calculation, determination, or amount of any payment, Local Agency shall notify the State in writing of its dispute within 30 days following the earlier to occur of Local Agency’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Local Agency and may make changes to its determination based on this review. The calculation, determination, or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination a. The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Local Agency beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Agreement Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Agreement Funds, the State’s obligation to pay Local Agency shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Agreement Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Agreement Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.C. b. If the agreement funds are terminated, the State can terminate the contract early. Payment due for work done to the date of termination will be processed in a manner consistent with §2.C. v. Erroneous Payments The State may recover, at the State’s discretion, payments made to Local Agency in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Local Agency. The State may recover such payments by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Local Agency, or by any other appropriate method for collecting debts owed to the State. The close out of a Federal Award does not affect the right of FHWA or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period (as defined below in §9.A.). vi. Federal Recovery The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period, as defined below. C. Local Agency Funds Local Agency shall provide their obligated contribution funds as outlined in §7.A. and Exhibit C. Local Agency shall have raised the full amount of their funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Local Agency’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 16 of 34 Local Agency and paid into Local Agency’s treasury. Local Agency represents to the State that the amount designated “Local Agency Funds” in Exhibit C has been legally appropriated for the purpose of this Agreement by its authorized representatives and paid into its treasury. Local Agency may evidence such obligation by an appropriate ordinance/resolution or other authority letter expressly authorizing Local Agency to enter into this Agreement and to expend its match share of the Work. A copy of any such ordinance/resolution or authority letter is attached hereto as Exhibit D if applicable. Local Agency does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Local Agency. Local Agency shall not pay or be liable for any claimed interest, late charges, fees, taxes, or penalties of any nature, except as required by Local Agency’s laws or policies. D. Reimbursement of Local Agency Costs The State shall reimburse Local Agency’s allowable costs, not exceeding the maximum total amount described in Exhibit C and §7. However, any costs incurred by Local Agency prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. The State shall pay Local Agency for costs or expenses incurred or performance by the Local Agency prior to the Effective Date, only if (1) the Grant Funds involve federal funding and (2) federal laws, rules, and regulations applicable to the Work provide for such retroactive payments to the Local Agency. Any such retroactive payments shall comply with State Fiscal Rules and be made in accordance with the provisions of this Agreement. The applicable principles described in 2 C.F.R. Part 200 shall govern the State’s obligation to reimburse all costs incurred by Local Agency and submitted to the State for reimbursement hereunder, and Local Agency shall comply with all such principles. The State shall reimburse Local Agency for the federal-aid share of properly documented costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit C. Local Agency costs for Work performed prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Local Agency costs for Work performed after any Performance Period End Date for a respective phase of the Work, is not reimbursable. Allowable costs shall be: i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided. ii. Actual net cost to Local Agency (i.e. the price paid minus any items of value received by Local Agency that reduce the cost actually incurred). E. Unilateral Modification of Agreement Funds Budget by State Option Letter The State may, at its discretion, issue an “Option Letter” to Local Agency to add or modify Work phases in the Work schedule in Exhibit C if such modifications do not increase total budgeted Agreement Funds. Such Option Letters shall amend and update Exhibit C, Sections 2 or 4 of the Table, and sub-sections B and C of the Exhibit C. Option Letters shall not be deemed valid until signed by the State Controller or an authorized delegate. This is NOT a Notice to Proceed. Modification of Exhibit C by unilateral Option Letter is permitted only in the specific scenarios listed below. The State will exercise such options by providing Local Agency a fully executed Option Letter, in a form substantially equivalent to Exhibit B. Such Option Letters will be incorporated into this Agreement. This applies to the entire Scope of Work. i. Option to Begin a Phase and/or Increase or Decrease the Encumbrance Amount The State may require by Option Letter that Local Agency begin a new Work phase that may include Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous Work (but may not include Right of Way Acquisition/Relocation or Railroads) as detailed in Exhibit A. Such Option Letters may not modify the other terms and conditions stated in this Agreement and must decrease the amount budgeted and encumbered for one or more other Work phases so that the total amount of budgeted Agreement Funds remains the same. The State may also change the funding sources so long as the amount budgeted remains the same and the Local OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 17 of 34 Agency contribution does not increase. The State may also issue a unilateral Option Letter to increase and/or decrease the total encumbrance amount of two or more existing Work phases, as long as the total amount of budgeted Agreement Funds remains the same, replacing the original Agreement Funding exhibit (Exhibit C) with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.). ii. Option to Transfer Funds from One Phase to Another Phase. The State may require or permit Local Agency to transfer Agreement Funds from one Work phase (Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another phase as a result of changes to State, federal, and local match funding. In such case, the original funding exhibit (Exhibit C) will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The Agreement Funds transferred from one Work phase to another are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within thirty (30) days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iii. Option to Exercise Options i and ii. The State may require Local Agency to add a Work phase as detailed in Exhibit A, and encumber and transfer Agreement Funds from one Work phase to another. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The addition of a Work phase and encumbrance and transfer of Agreement Funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within 30 days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iv. Option to Extend Agreement/Phase Term and/or modify the OMB Uniform Guidance. The State, at its discretion, shall have the option to extend the term of this Agreement and/or update a Work Phase Performance Period and/or modify information required under the OMB Uniform Guidance, as outlined in Exhibit C. Any updated version of Exhibit C shall be attached to any executed Option Letter as Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.). In order to exercise this option, the State shall provide written notice to the Local Agency in a form substantially equivalent to Exhibit B. F. Accounting Local Agency shall establish and maintain accounting systems in accordance with generally accepted accounting standards (a separate set of accounts, or as a separate and integral part of its current accounting scheme). Such accounting systems shall, at a minimum, provide as follows: i. Local Agency Performing the Work If Local Agency is performing the Work, it shall document all allowable costs, including any approved Services contributed by Local Agency or subcontractors, using payrolls, time records, invoices, contracts, vouchers, and other applicable records. ii. Local Agency-Checks or Draws Checks issued or draws made by Local Agency shall be made or drawn against properly signed vouchers detailing the purpose thereof. Local Agency shall keep on file all checks, payrolls, invoices, contracts, vouchers, orders, and other accounting documents in the office of Local Agency, clearly identified, readily accessible, and to the extent feasible, separate and apart from all other Work documents. iii. State-Administrative Services OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 18 of 34 The State may perform any necessary administrative support services required hereunder. Local Agency shall reimburse the State for the costs of any such services from the budgeted Agreement Funds as provided for in Exhibit C. If FHWA Agreement Funds are or become unavailable, or if Local Agency terminates this Agreement prior to the Work being approved by the State or otherwise completed, then all actual incurred costs of such services and assistance provided by the State shall be reimbursed to the State by Local Agency at its sole expense. iv. Local Agency-Invoices Local Agency’s invoices shall describe in detail the reimbursable costs incurred by Local Agency for which it seeks reimbursement, the dates such costs were incurred and the amounts thereof, and Local Agency shall not submit more than one invoice per month. v. Invoicing Within 60 Days The State shall not be liable to reimburse Local Agency for any costs invoiced more than 60 days after the date on which the costs were incurred, including costs included in Local Agency’s final invoice. The State may withhold final payment to Local Agency at the State’s sole discretion until completion of final audit. Any costs incurred by Local Agency that are not allowable under 2 C.F.R. Part 200 shall be Local Agency’s responsibility, and the State will deduct such disallowed costs from any payments due to Local Agency. The State will not reimburse costs for Work performed after the Performance Period End Date for a respective Work phase. The State will not reimburse costs for Work performed prior to Performance Period End Date, but for which an invoice is received more than 60 days after the Performance Period End Date. vi. Risk Assessment & Monitoring Pursuant to 2 C.F.R. 200.331(b), – CDOT will evaluate Local Agency’s risk of noncompliance with federal statutes, regulations, and terms and conditions of this Agreement. Local Agency shall complete a Risk Assessment Form (Exhibit L) when that may be requested by CDOT. The risk assessment is a quantitative and/or qualitative determination of the potential for Local Agency’s non-compliance with the requirements of the Federal Award. The risk assessment will evaluate some or all of the following factors: • Experience: Factors associated with the experience and history of the Subrecipient with the same or similar Federal Awards or grants. • Monitoring/Audit: Factors associated with the results of the Subrecipient’s previous audits or monitoring visits, including those performed by the Federal Awarding Agency, when the Subrecipient also receives direct federal funding. Include audit results if Subrecipient receives single audit, where the specific award being assessed was selected as a major program. • Operation: Factors associated with the significant aspects of the Subrecipient’s operations, in which failure could impact the Subrecipient’s ability to perform and account for the contracted goods or services. • Financial: Factors associated with the Subrecipient’s financial stability and ability to comply with financial requirements of the Federal Award. • Internal Controls: Factors associated with safeguarding assets and resources, deterring and detecting errors, fraud and theft, ensuring accuracy and completeness of accounting data, producing reliable and timely financial and management information, and ensuring adherence to its policies and plans. • Impact: Factors associated with the potential impact of a Subrecipient’s non-compliance to the overall success of the program objectives. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 19 of 34 • Program Management: Factors associated with processes to manage critical personnel, approved written procedures, and knowledge of rules and regulations regarding federal- aid projects. Following Local Agency’s completion of the Risk Assessment Tool (Exhibit L), CDOT will determine the level of monitoring it will apply to Local Agency’s performance of the Work. This risk assessment may be re-evaluated after CDOT begins performing monitoring activities. G. Close Out Local Agency shall close out this Award within 90 days after the Final Phase Performance End Date. If SLFRF Funds are used the Local Agency shall close out that portion of the Award within 45 days after the ARPA Award Expiration Date. Close out requires Local Agency’s submission to the State of all deliverables defined in this Agreement, and Local Agency’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If FHWA or US Treasury has not closed this Federal Award within one (1) year and 90 days after the Final Phase Performance End Date due to Local Agency’s failure to submit required documentation, then Local Agency may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. 8. REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to §19 or pursuant to any exhibit, for any contract having a term longer than 3 months, Local Agency shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than ten (10) Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. If SLFRF Funds are used the report must be in the format of Exhibit P. B. Litigation Reporting If Local Agency is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Local Agency’s ability to perform its obligations under this Agreement, Local Agency shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s principal representative identified in §16. C. Performance and Final Status Local Agency shall submit all financial, performance and other reports to the State no later than 60 calendar days after the Final Phase Performance End Date or sooner termination of this Agreement, containing an Evaluation of Subrecipient’s performance and the final status of Subrecipient’s obligations hereunder. D. Violations Reporting Local Agency must disclose, in a timely manner, in writing to the State and FHWA, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. Penalties for noncompliance may include suspension or debarment (2 CFR Part 180 and 31 U.S.C. 3321). 9. LOCAL AGENCY RECORDS A. Maintenance Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 20 of 34 of Services (including, but not limited to the operation of programs) or Goods hereunder. Local Agency shall maintain such records for a period (the “Record Retention Period”) pursuant to the requirements of the funding source and for a minimum of three (3) years following the date of submission to the State of the final expenditure report, whichever is longer, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Local Agency in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three (3) years following final disposition of such property. B. Inspection Records during the Record Retention Period. Local Agency shall make Local Agency Records available during normal business hours at Local Agency’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two (2) Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State will monitor Local Agency’s performance of its obligations under this Agreement using procedures as determined by the State. The State shall monitor Local Agency’s performance in a manner that does not unduly interfere with Local Agency’s performance of the Work. Local Agency shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State’s risk analysis of Local Agency. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Local Agency’s performance in a manner that does not unduly interfere with Local Agency’s performance of the Work. If Local Agency enters into a subcontract with an entity that would also be considered a Subrecipient, then the subcontract entered into by Local Agency shall contain provisions permitting both Local Agency and the State to perform all monitoring of that Subcontractor in accordance with the Uniform Guidance. D. Final Audit Report Local Agency shall promptly submit to the State a copy of any final audit report of an audit performed on Local Agency’s records that relates to or affects this Agreement or the Work, whether the audit is conducted by Local Agency or a third party. Additionally, if Local Agency is required to perform a single audit under 2 CFR 200.501, et seq., then Local Agency shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. 10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Local Agency shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Local Agency for the sole and exclusive benefit of the State, unless those State Records are otherwise publicly available at the time of disclosure or are subject to disclosure by Local Agency under CORA. Local Agency shall not, without prior written approval of the State, use for Local Agency’s own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Agreement. Local Agency shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Local Agency shall immediately forward any request or demand for State Records to the State’s principal representative. If Local Agency or any of its OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 21 of 34 Subcontractors will or may receive the following types of data, Local Agency or its Subcontractors shall provide for the security of such data according to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax Information attached to this Award as an Exhibit, if applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business Associate Agreement attached to this Award, if applicable. Local Agency shall immediately forward any request or demand for State Records to the State’s principal representative. B. Other Entity Access and Nondisclosure Agreements Local Agency may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Local Agency shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Agreement, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Local Agency shall provide copies of those signed nondisclosure agreements to the State upon request. C. Use, Security, and Retention Local Agency shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Local Agency shall provide the State with access, subject to Local Agency’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Local Agency shall return State Records provided to Local Agency or destroy such State Records and certify to the State that it has done so, as directed by the State. If Local Agency is prevented by law or regulation from returning or destroying State Confidential Information, Local Agency warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Local Agency becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Local Agency can establish that none of Local Agency or any of its agents, employees, assigns, or Subcontractors are the cause or source of the Incident, Local Agency shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Local Agency shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing, and implementing a remediation plan that is approved by the State at no additional cost to the State. E. Safeguarding Personally Identifying Information “PII” If Local Agency or any of its Subcontracts will or may receive PII under this agreement, Local Agency shall provide for the security for such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Local Agency shall be a “Third Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to, Contractor’s employees, agents and OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 22 of 34 Subcontractors, agrees not to share any PII with any third parties for the purpose of investigating for, participating in, cooperating with, or assisting with Federal immigration enforcement. If Contractor is given direct access to any State databases containing PII, Contractor shall execute, on behalf of itself and its employees, the certification attached hereto as Exhibit S on an annual basis Contractor’s duty and obligation to certify as set forth in Exhibit S shall continue as long as Contractor has direct access to any State databases containing PII. If Contractor uses any Subcontractors to perform services requiring direct access to State databases containing PII, the Contractor shall require such Subcontractors to execute and deliver the certification to the State on an annual basis, so long as the Subcontractor has access to State databases containing PII. 11. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Local Agency shall not engage in any business or activities or maintain any relationships that conflict in any way with the full performance of the obligations of Local Agency under this Agreement. Such a conflict of interest would arise when a Local Agency or Subcontractor’s employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. Officers, employees, and agents of Local Agency may neither solicit nor accept gratuities, favors or anything of monetary value from contractors or parties to subcontracts. B. Apparent Conflicts of Interest Local Agency acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Local Agency shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Local Agency’s obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Local Agency is uncertain whether a conflict or the appearance of a conflict has arisen, Local Agency shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. 12. INSURANCE Local Agency shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies with an AM Best rating of A-VIII or better. A. Local Agency Insurance Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the “GIA”) and shall maintain at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. B. Subcontractor Requirements Local Agency shall ensure that each Subcontractor that is a public entity within the meaning of the GIA, maintains at all times during the terms of this Agreement, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA. Local Agency shall ensure that each Subcontractor that is not a public entity within the meaning of the GIA, maintains at all times during the terms of this Agreement all of the following insurance policies: OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 23 of 34 i. Workers’ Compensation Workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Local Agency or Subcontractor employees acting within the course and scope of their employment. ii. General Liability Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: a. $1,000,000 each occurrence; b. $1,000,000 general aggregate; c. $1,000,000 products and completed operations aggregate; and d. $50,000 any one (1) fire. iii. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. iv. Protected Information (this insurance requirement only applies if the Subcontractor has or will have access to State Confidential Information) Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: a. $1,000,000 each occurrence; and b. $2,000,000 general aggregate. v. Professional Liability Insurance (this insurance requirement only applies if the Subcontractor is providing professional services including but not limited to engineering, architectural, landscape architectural, professional surveying, industrial hygiene services, or any other commonly understood professional service) Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: a. $1,000,000 each occurrence; and b. $1,000,000 general aggregate. vi. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: a. $1,000,000 each occurrence; and b. $1,000,000 general aggregate. vii. Cyber/Network Security and Privacy Liability Liability insurance covering all civil, regulatory and statutory damages, contractual damages, data breach management exposure, and any loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of breach, violation or infringement of right to privacy rights through improper use or disclosure of protected consumer data protection law, confidentiality or other legal protection for personal information, as well as State Confidential Information with minimum limits as follows: OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 24 of 34 a. $1,000,000 each occurrence; and b. $2,000,000 general aggregate. C. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Local Agency and Subcontractors. In the event of cancellation of any commercial general liability policy, the carrier shall provide at least 10 days prior written notice to CDOT. D. Primacy of Coverage Coverage required of Local Agency and each Subcontractor shall be primary over any insurance or self-insurance program carried by Local Agency or the State. E. Cancellation All commercial insurance policies shall include provisions preventing cancellation or non-renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Local Agency and Local Agency shall forward such notice to the State in accordance with §16 within 7 days of Local Agency’s receipt of such notice. F. Subrogation Waiver All commercial insurance policies secured or maintained by Local Agency or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Local Agency or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. G. Certificates For each commercial insurance plan provided by Local Agency under this Agreement, Local Agency shall provide to the State certificates evidencing Local Agency’s insurance coverage required in this Agreement within seven (7) Business Days following the Effective Date. Local Agency shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement within seven (7) Business Days following the Effective Date, except that, if Local Agency’s subcontract is not in effect as of the Effective Date, Local Agency shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within seven (7) Business Days following Local Agency’s execution of the subcontract. No later than 15 days before the expiration date of Local Agency’s or any Subcontractor’s coverage, Local Agency shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the State, Local Agency shall, within seven (7) Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this §12. 13. BREACH A. Defined The failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization, or similar law, by or against Local Agency, or the appointment of a receiver or similar officer for Local Agency or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. B. Notice and Cure Period In the event of a breach, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §14 for that Party. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 25 of 34 Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in the Agreement in order to protect the public interest of the State. 14. REMEDIES A. State’s Remedies If Local Agency is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §13.B, shall have all of the remedies listed in this §14.A. in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Local Agency’s uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Local Agency shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Local Agency shall not incur further obligations or render further performance past the effective date of such notice and shall terminate outstanding orders and subcontracts with third parties. However, Local Agency shall complete and deliver to the State all Work not canceled by the termination notice and may incur obligations as necessary to do so within this Agreement’s terms. At the request of the State, Local Agency shall assign to the State all of Local Agency's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Local Agency shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Local Agency but in which the State has an interest. At the State’s request, Local Agency shall return materials owned by the State in Local Agency’s possession at the time of any termination. Local Agency shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State’s request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Local Agency for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Local Agency was not in breach or that Local Agency's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.C. c. Damages and Withholding Notwithstanding any other remedial action by the State, Local Agency shall remain liable to the State for any damages sustained by the State in connection with any breach by Local Agency, and the State may withhold payment to Local Agency for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Local Agency is determined. The State may withhold any amount that may be due Local Agency as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 26 of 34 Suspend Local Agency’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Local Agency to an adjustment in price or cost or an adjustment in the performance schedule. Local Agency shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Local Agency after the suspension of performance. b. Withhold Payment Withhold payment to Local Agency until Local Agency corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Local Agency’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal from the Work of any of Local Agency’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. Intellectual Property If any Work infringes a patent, copyright, trademark, trade secret, or other intellectual property right, Local Agency shall, as approved by the State (a) secure that right to use such Work for the State or Local Agency; (b) replace the Work with non infringing Work or modify the Work so that it becomes non infringing; or, (c) remove any infringing Work and refund the amount paid for such Work to the State. B. Local Agency’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Local Agency, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity. 15. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Local Agency for resolution. B. Resolution of Controversies If the initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of CDOT as described in §24-101-301(30), C.R.S. for resolution in accordance with the provisions of §§24-106-109, 24-109-101.1, 24-109-101.5, 24-109-106, 24-109-107, 24-109-201 through 24- 109-206, and 24-109-501 through 24-109-505, C.R.S., (the “Resolution Statutes”), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 27 of 34 C.Questions of Fact Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of CDOT. In connection with any appeal proceeding under this clause, Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, Local Agency shall proceed diligently with the performance of this Agreement in accordance with the Chief Engineer’s decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals shall be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein. Nothing in this Agreement, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law. 16.NOTICES AND REPRESENTATIVES Each individual identified below shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) by hand with receipt required, (ii) by certified or registered mail to such Party’s principal representative at the address set forth below or (iii) as an email with read receipt requested to the principal representative at the email address, if any, set forth below. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s principal representative at the address set forth below. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §16 without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. For the State Colorado Department of Transportation (CDOT) Armando Ochoa, E/PST II Local Agency Coordinator CDOT - R4 10601 10th St Greeley, CO 80634 970-652-1668 armando.ochoa@state.co.us For the Local Agency Town of Estes Park Trevor Wittwer, Town Engineer 170 MacGregor Ave Estes Park, CO 80517 970-577-3724 twittwer@estes.org yyyyyyy 17.RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A.Work Product Local Agency hereby grants to the State a perpetual, irrevocable, non-exclusive, royalty free license, with the right to sublicense, to make, use, reproduce, distribute, perform, display, create OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 28 of 34 derivatives of and otherwise exploit all intellectual property created by Local Agency or any Subcontractors. Local Agency assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. Whether or not Local Agency is under contract with the State at the time, Local Agency shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. i. Copyrights To the extent that the Work Product (or any portion of the Work Product) would not be considered works made for hire under applicable law, Local Agency hereby assigns to the State, the entire right, title, and interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Local Agency cannot make any of the assignments required by this section, Local Agency hereby grants to the State a perpetual, irrevocable, royalty-free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. Patents In addition, Local Agency grants to the State (and to recipients of Work Product distributed by or on behalf of the State) a perpetual, worldwide, no-charge, royalty-free, irrevocable patent license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate, modify and propagate the contents of the Work Product. Such license applies only to those patent claims licensable by Local Agency that are necessarily infringed by the Work Product alone, or by the combination of the Work Product with anything else used by the State. iii. Assignments and Assistance Whether or not the Local Agency is under Agreement with the State at the time, Local Agency shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. Local Agency assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, State software, research, reports, studies, photographs, negatives, or other documents, drawings, models, materials, data, and information shall be the exclusive property of the State (collectively, “State Materials”). Local Agency shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Local Agency’s obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Local Agency shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 29 of 34 C. Exclusive Property of Local Agency Local Agency retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Local Agency including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third-party materials, delivered by Local Agency under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, “Local Agency Property”). Local Agency Property shall be licensed to the State as set forth in this Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the applicable third- party vendor, or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 18. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. The following applies through June 30, 2022: no term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Local Agency under this Agreement is $100,000 or greater, either on the Effective Date or at any time thereafter, this §19 shall apply. Local Agency agrees to be governed by and comply with the provisions of §24-106-103, §24-102-206, §24-106-106, §24-106-107 C.R.S. regarding the monitoring of vendor performance and the reporting of contract performance information in the State’s contract management system (“Contract Management System” or “CMS”). Local Agency’s performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 20. GENERAL PROVISIONS A. Assignment Local Agency’s rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Local Agency’s rights and obligations approved by the State shall be subject to the provisions of this Agreement B. Subcontracts Local Agency shall not enter into any subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Local Agency shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts entered into by Local Agency in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. C. Binding Effect Except as otherwise provided in §20.A. all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations have been duly authorized. E. Captions and References OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 30 of 34 The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Contract by reference. H. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. I. Jurisdiction and Venue All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. J. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than contract amendments, shall conform to the policies promulgated by the Colorado State Controller. K. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. L. Order of Precedence In the event of a conflict or inconsistency between this Agreement and any exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. The provisions of the other sections of the main body of this Agreement. ii. Exhibit N, Federal Treasury Provisions. iii. Exhibit F, Certification for Federal-Aid Contracts. iv. Exhibit G, Disadvantaged Business Enterprise. v. Exhibit I, Federal-Aid Contract Provisions for Construction Contracts. vi. Exhibit J, Additional Federal Requirements. vii. Exhibit K, Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental Federal Provisions. viii. Exhibit L, Sample Sub-Recipient Monitoring and Risk Assessment Form. OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 31 of 34 ix. Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal Awards (the “Uniform Guidance”). x. Exhibit O, Agreement with Subrecipient of Federal Recovery Funds. xi. Exhibit R. Applicable Federal Awards. xii Colorado Special Provisions in the main body of this Agreement. xiii. Exhibit A, Scope of Work. xiv. Exhibit H, Local Agency Procedures for Consultant Services. xv. Exhibit B, Sample Option Letter. xvi. Exhibit C, Funding Provisions. xvii. Exhibit P, SLFRF Subrecipient Quarterly Report. xviii. Exhibit Q, SLFRF Reporting Modification Form. xix. Exhibit D, Local Agency Resolution. xx. Exhibit E, Local Agency Contract Administration Checklist. xxi. Exhibit S, PII Certification. xxii. Exhibit T, Checklist of Required Exhibits Dependent on Funding Source. xxiii. Other exhibits in descending order of their attachment. M. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of the Agreement. N. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of the Agreement shall survive the termination or expiration of the Agreement and shall be enforceable by the other Party. O. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described in §20.C, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement, and do not create any rights for such third parties. P. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107 C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Local Agency shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Local Agency’s industry, trade, or profession. S. Licenses, Permits, and Other Authorizations. Local Agency shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 32 of 34 required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. T. Compliance with State and Federal Law, Regulations, and Executive Orders Local Agency shall comply with all State and Federal law, regulations, executive orders, State and Federal Awarding Agency policies, procedures, directives, and reporting requirements at all times during the term of this Agreement. U. Accessibility i. Local Agency shall comply with and the Work Product provided under this Agreement shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the Governor’s Office of Information Technology (OIT), pursuant to Section §24-85-103 (2.5), C.R.S. Local Agency shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. ii. Each Party agrees to be responsible for its own liability incurred as a result of its participation in and performance under this Agreement. In the event any claim is litigated, each Party will be responsible for its own attorneys’ fees, expenses of litigation, or other costs. No provision of this Agreement shall be deemed or construed to be a relinquishment or waiver of any kind of the applicable limitations of liability provided to either the Local Agency or the State by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq. and Article XI of the Colorado Constitution. Nothing in the Agreement shall be construed as a waiver of any provision of the State Fiscal Rules. iii. The State may require Local Agency’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the State to attest to Local Agency’s Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. V. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Local Agency. Local Agency shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Local Agency may wish to have in place in connection with this Agreement. 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all Agreements. A. STATUTORY APPROVAL. §24-30-202(1) C.R.S. This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If this Agreement is for a Major Information Technology Project, as defined in §24-37.5-102(19), C.R.S., then this Agreement shall not be valid until it has been approved by the State’s Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5) C.R.S., applicable Local Agency law, rule or regulation OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 33 of 34 Financial obligations of the Parties payable after the current State Fiscal Year or fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the Parties, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S..; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR Local Agency shall perform its duties hereunder as an independent contractor and not as an employee. Neither Local Agency nor any agent or employee of Local Agency shall be deemed to be an agent or employee of the State. Local Agency shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Local Agency and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Local Agency or any of its agents or employees. Local Agency shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Local Agency shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Local Agency shall comply with all applicable Federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Agreement that requires the Parties to indemnify or hold Local Agency harmless; requires the Parties to agree to binding arbitration; limits Local Agency’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24-106-109 C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of Federal copyright laws or applicable licensing restrictions. Local Agency hereby certifies and warrants that, during the term of this Agreement and any extensions, Local Agency has and shall maintain in place appropriate systems and controls to prevent such improper use OLA #: 331003318 Routing #: 24-HA4-XC-00036-M0001 LA.IGA.AMR_11.7.22 Document Builder Generated Page 34 of 34 of public funds. If the State determines that Local Agency is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with Federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507 C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Local Agency has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Local Agency’s services and Local Agency shall not employ any person having such known interests. 22. FEDERAL REQUIREMENTS Local Agency and/or their contractors, subcontractors, and consultants shall at all times during the execution of this Agreement strictly adhere to, and comply with, all applicable federal and State laws, and their implementing regulations, as they currently exist and may hereafter be amended. A summary of applicable federal provisions are attached hereto as Exhibit F, Exhibit I, Exhibit J, Exhibit K, Exhibit M, Exhibit N and Exhibit O are hereby incorporated by this reference. 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) Local Agency will comply with all requirements of Exhibit G and Exhibit E, Local Agency Contract Administration Checklist, regarding DBE requirements for the Work, except that if Local Agency desires to use its own DBE program to implement and administer the DBE provisions of 49 C.F.R. Part 26 under this Agreement, it must submit a copy of its program’s requirements to the State for review and approval before the execution of this Agreement. If Local Agency uses any State- approved DBE program for this Agreement, Local Agency shall be solely responsible to defend that DBE program and its use of that program against all legal and other challenges or complaints, at its sole cost and expense. Such responsibility includes, without limitation, determinations concerning DBE eligibility requirements and certification, adequate legal and factual bases for DBE goals and good faith efforts. State approval (if provided) of Local Agency’s DBE program does not waive or modify the sole responsibility of Local Agency for use of its program. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK Exhibit A-1 - Page 1 of 1 EXHIBIT A-1 SCOPE OF WORK Name of Project: Fall River Trail II Project Number: MTF M405-027 SubAccount #: 25483 The Colorado Department of Transportation (“CDOT”) will oversee the Town of Estes Park (“Town”) when the Town completes the Fall River Trail II project (hereinafter referred to as “this work”). CDOT and the Town believe it will be beneficial to perform this work to improve the safety of pedestrians and cyclists. The Town has completed the necessary preliminary studies to implement this proposal. All work will conform to the MUTCD. This work will consist of a multimodal trail construction project. The design phase will identify more exact requirements, qualities, and attributes for this work (herein after referred to as “the exact work”). The exact work shall be used to complete the construction phase of the project. The construction phase of the project is estimated to begin in federal fiscal year 2026 and shall finish as soon as reasonably possible. This work will conform to the parameters articulated in the Colorado Department of Transportation Standard Specifications for Road and Bridge Construction, AASHTO “A Policy on Geometric Design of Highways and Streets”, AASHTO “Roadside Design Guide”, and the CDOT Project Development Manual, CDOT M&S Standards, CDOT Design Guide, CDOT Construction Manual, Manual on Uniform Traffic Control Devices, Highway Capacity Manual, along with all applicable State and Federal guidelines. By accepting funds for this Scope of Work, Local Agency acknowledges, understands, and accepts the continuing responsibility for the safety of the traveling public after initial acceptance of the project. Local Agency is responsible for maintaining and operating the scope of work described in this Exhibit A constructed under this Agreement at its own cost and expense during its useful life. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT B-1 SAMPLE IGA OPTION LETTER Date State Fiscal Year Option Letter No. Project Code Original Agreement # Vendor Name: Option to unilaterally add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous and to update encumbrance amount(s). Option to unilaterally transfer funds from one phase to another phase. Option to unilaterally add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous, to update encumbrance amount(s), and to unilaterally transfer funds from one phase to another phase. Option to unilaterally extend the term of this Agreement and/or update a Work Phase Performance Period and/or modify OMB Guidance. Option A In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option to authorize the Local Agency to add a phase and to encumber funds for the phase based on changes in funding availability and authorization. The total encumbrance is (or increased) by $0.00. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option B In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option to transfer funds based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option C In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option to 1) release the Local Agency to begin a phase; 2) to encumber funds for the phase based upon changes in funding availability and authorization; and 3) to transfer funds from phases based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Exhibit B-1 - Page 1 of 2 Option D In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option extend the term of this Agreement and/or update a Work Phase Performance Period and/or modify information required under the OMB Uniform Guidance, as outlined in Exhibit C. This is made part of the original Agreement and replaces the Expiration Date shown on the Signature and Cover Page. Any updated version of Exhibit C shall be attached to any executed Option Letter as Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.). The effective date of this option letter is upon approval of the State Controller or delegate. STATE OF COLORADO Jared S. Polis Department of Transportation By: Keith Stefanik, P.E., Chief Engineer (For) Shoshana M. Lew, Executive Director Date: ALL AGREEMENTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Agreements. This Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. STATE OF COLORADO STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: Colorado Department of Transportation Date: Exhibit B-1 - Page 2 of 2 Fed $ LA $ State $ LA Work Exhibit C-1 - Page 1 of 3 EXHIBIT C-1 - FUNDING PROVISIONS TOWN OF ESTES PARK - MTF M405-027 (25483) A. Cost of Work Estimate The Local Agency has estimated the total cost of the Work to be $4,720,995.00, which is to be funded as follows: 1. FUNDING a. Federal Funds (80% of TAP Award) $2,300,000.00 b. Local Agency Funds (20% of TAP Award) $575,000.00 c. Federal Funds (82.79% of CMAQ Award) $574,539.00 d. Local Agency Funds (17.21% of CMAQ Award) $119,432.00 e. State Funds (75% of MMO Award) $864,018.00 f. Local Agency Funds (25% of MMO Award) $288,006.00 ____________________________________________________________________________________ TOTAL FUNDS ALL SOURCES $4,720,995.00 ______________________________________________________________________ 2. OMB UNIFORM GUIDANCE a. Federal Award Identification Number (FAIN): TBD b. Name of Federal Awarding Agency: FHWA c. Local Agency Unique Entity Identifier KNMKSMB6JNW5 d. Assistance Listing # Highway Planning and Construction ALN 20.205 Surface Transportation Block Grant ALN 20.287 Congestion Mitigation and Air Quality Improvement ALN 20.268 e. Is the Award for R&D? No f. Indirect Cost Rate (if applicable) N/A g. Amount of Federal Funds Obligated by this Action: $0.00 h. Amount of Federal Funds Obligated to Date (including this Action): $0.00 ______________________________________________________________________ 3. ESTIMATED PAYMENT TO LOCAL AGENCY a. Federal Funds Budgeted $2,874,539.00 b. State Funds Budgeted $864,018.00 c. Less Estimated Federal Share of CDOT-Incurred Costs $0.00 ______________________________________________________________________ TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY 79.2% $3,738,557.00 TOTAL ESTIMATED FUNDING BY LOCAL AGENCY 20.8% $982,438.00 TOTAL PROJECT ESTIMATED FUNDING 100.00% $4,720,995.00 ______________________________________________________________________ Exhibit C-1 - Page 2 of 3 4. FOR CDOT ENCUMBRANCE PURPOSES TAP Funds a. Total Encumbrance Amount (Federal funds + Local Agency funds) $2,875,000.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 CMAQ Funds a. Total Encumbrance Amount (Federal funds + Local Agency funds) $693,971.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 MMO Funds a. Total Encumbrance Amount (Only State funds are encumbered) $864,018.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 ______________________________________________________________________ NET TO BE ENCUMBERED BY CDOT IS AS FOLLOWS $4,432,989.00 ______________________________________________________________________ Note: No funds are currently available. Design and Construction funds will become available after execution of an Option letter (Exhibit B) or formal Amendment. ______________________________________________________________________ TAP Funds Design 3020 WBS Element 25483.10.30 Performance Period Start*/End Date $0.00 TBD-TBD Const. 3301 WBS Element 25483.20.10 Performance Period Start*/End Date $0.00 TBD-TBD CMAQ Funds Design 3020 WBS Element 25483.10.30 Performance Period Start*/End Date $0.00 TBD-TBD Const. 3301 WBS Element 25483.20.10 Performance Period Start*/End Date $0.00 TBD-TBD MMO Funds Design 3020 WBS Element 25483.10.30 Performance Period Start**/End Date $0.00 N/A-N/A Const. 3301 WBS Element 25483.20.10 Performance Period Start**/End Date $0.00 N/A-N/A ______________________________________________________________________ *The Local Agency should not begin work until all three (3) of the following are in place: 1) Phase Performance Period Start Date; 2) the execution of the document encumbering funds for the respective phase; and 3) Local Agency receipt of the official Notice to Proceed. Any work performed before these three (3) milestones are achieved will not be reimbursable. **The Local Agency should not begin work until both of the following are in place: 1) the execution of the document encumbering funds for the respective phase; and 2) Local Agency receipt of the official Notice to Proceed. Any work performed before these two (2) milestones are achieved will not be reimbursable. B. Funding Ratios The funding ratio for the federal & State funds for this Work is 79.2% federal & State funds to 20.8% Local Agency funds, and this ratio applies only to the $4,720,995.00 that Exhibit C-1 - Page 3 of 3 is eligible for federal & State funding. All other costs are borne by the Local Agency at 100%. If the total cost of performance of the Work exceeds $4,720,995.00, and additional federal & State funds are not available, the Local Agency shall pay all such excess costs. If the total cost of performance of the Work is less than $4,720,995.00, then the amounts of Local Agency and federal & State funds will be decreased in accordance with the funding ratio described in A1. This applies to the entire scope of Work. C. Maximum Amount Payable The maximum amount payable to the Local Agency under this Agreement shall be $3,738,557.00. For CDOT accounting purposes, the federal funds of $2,874,539.00, State funds of $864,018.00 and the Local Agency funds of $694,432.00 will be encumbered, but the Local Agency funds of $288,006.00 will NOT be encumbered for a total encumbrance of $4,432,989.00. The total budget of this project is $4,720,995.00, unless this amount is increased by an executed amendment before any increased cost is incurred. The total cost of the Work is the best estimate available, based on the design data as approved at the time of execution of this Agreement, and that any cost is subject to revisions agreed to by the parties prior to bid and award. This applies to the entire scope of Work. D. Single Audit Act Amendment All state and local government and non-profit organizations receiving $1,000,000 or more from all funding sources defined as Federal Financial Assistance for Single Audit Act Amendment purposes shall comply with the audit requirements of 2 CFR part 200, subpart F (Audit Requirements). The Single Audit Act Amendment requirements applicable to the Local Agency receiving Federal funds are as follows: i. Expenditure less than $1,000,000 If the Local Agency expends less than $1,000,000 in Federal funds (all Federal sources, not just Highway funds) in its fiscal year then this requirement does not apply. ii. Expenditure of $1,000,000 or more-Highway Funds Only If the Local Agency expends $1,000,000 or more, in Federal funds, but only received Federal Highway funds then a program specific audit shall be performed. This audit will examine the “financial” procedures and processes for this program area. iii. Expenditure of $1,000,000 or more-Multiple Funding Sources If the Local Agency expends $1,000,000 or more in Federal funds, and the Federal funds are from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire organization/entity. iv. Independent CPA Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an allowable direct or indirect cost. EXHIBIT D-1 LOCAL AGENCY RESOLUTION (IF APPLICABLE) Exhibit D-1 - Page 1 of 1 CDOT Form 1243 9/25 Exhibit E- Page 1 of 10Previous editions are obsolete and may not be used. Exhibit E-1 Colorado Department of Transportation Local Agency Contract Administration Checklist Project Number STIP Number Local Agency Project Manager CDOT Project Manager Instructions: This checklist shall be used to establish the contractual administrative responsibilities of the individual parties to this agreement. The checklist becomes an attachment to the Local Agency Agreement. Section numbers (No.) correspond to the applicable chapters of the CDOT Local Agency Manual (formerly referred to as the Local Agency Desk Reference). Local Agency Web Resource (LAWR) numbers correspond to the applicable flowchart in the Local Agency Web Resource. The checklist shall be prepared by placing an X under the responsible party, opposite each of the tasks. The X denotes the party responsible for initiating and executing the task. It is preferred that only one responsible party be selected, however a number of items may have both parties selected based on judgment. When neither CDOT nor the Local Agency is responsible for a task, not applicable (N/A) shall be marked. In addition, # will be marked to denote that CDOT must concur or approve. The Regions, in accordance with established policies and procedures, will determine who will perform tasks that are the responsibility of CDOT. The checklist shall be prepared by the CDOT Resident Engineer or the CDOT Project Manager, in cooperation with the Local Agency Project Manager, and submitted to the Region Program Engineer. If contract administration contact information changes, notice will be given pursuant to the Intergovernmental Agreement (IGA) for this project. If contract administration responsibilities change, the CDOT Resident Engineer, in cooperation with the Local Agency Project Manager, will prepare and distribute a revised checklist. Note: Failure to comply with applicable Federal and State requirements may result in the loss of Federal or State participation in funding. Exhibit E-1 - Page 1 of 10 CDOT Form 1243 9/25 Exhibit E- Page 2 of 10 Acronyms: Colorado Department of Transportation – CDOT Disadvantaged Business Enterprise – DBE Equal Employment Opportunity - EEO Federal Highway Administration – FHWA Field Inspection Review – FIR Final Office Review – FOR Hot Mix Asphalt – HMA Independent Assurance Testing - IAT Intergovernmental Agreement – IGA Local Agency - LA Local Agency Web Resource – LAWR Not Applicable – N/A Number – No. On-The-Job - OJT Plans, Specifications, and Estimate – PS&E Professional Engineer - PE Right-of-Way – ROW Statewide Transportation Improvement Program - STIP Transportation Improvement Program – TIP Previous editions are obsolete and may not be used. Exhibit E-1 - Page 2 of 10 CDOT Form 1243 9/25 Exhibit E- Page 3 of 10Previous editions are obsolete and may not be used. TIP / STIP Long-Range Plans Responsible Party LAWR No.Description of Task LA CDOT 2.1 Subrecipient Monitoring Responsible Party • • • • “Performance Report to CDOT”) • Federal Funding Obligation and Authorization Responsible Party 4.1 Project Development Responsible Party 5.1 5.2 5.3 5.4 5.5 5.6 1 2 3,3A 3,6 – • • Exhibit E-1 - Page 3 of 10 CDOT Form 1243 9/25 Exhibit E- Page 4 of 10Previous editions are obsolete and may not be used. Responsible Party LAWR No.LA CDOT 3 4 5 3 3 3A 3B 3 3 5.7 5.8 5.9 5.10 5.11 5.12 5.13 5.14 5.15 5.18 5.19 5.20 5.21 5.22 5.23 Description of Task Conduct Field Inspection Review (FIR) Conduct Environmental Process (may require FHWA concurrence /involvement) Acquire Right-of-Way (may require FHWA concurrence /involvement) Obtain Utility and Railroad Agreements Conduct Final Office Review (FOR) Justify Force Account Work by the Local Agency Justify Proprietary, Sole Source, or Local Agency Furnished Items Document Design Exceptions – CDOT Form 464 Seek Permission for use of Guaranty and Warranty Clauses Prepare Plans, Specifications, Construction Cost Estimates and Submittals Comply with Requirements for Off-and On-System Bridges & Other Structural Work Update Approvals on PS&E Package if Project Schedule Delayed Ensure Authorization of Funds for Construction Use Electronic Signatures File Project Development Records/Documentation in ProjectWise (PW) Project Development Civil Rights and Labor Compliance Responsible Party LAWR No.Description of Task LA CDOT 3 6.1 6.2 t is Exhibit E-1 - Page 4 of 10 CDOT Form 1243 9/25 Exhibit E- Page 5 of 10Previous editions are obsolete and may not be used. Responsible Party LAWR No.Description of Task LA CDOT 6.3 6.4 6.5 3 6.6 6,7 “NA”, if Not Applicable Advertise, Bid and Award of Construction Projects Responsible Party 6,7 7 7 7 7 7 7 7,8 8 Distribute “Advertisement Set” of Plans and Specifications – Low bidder meets DBE goals. (“N/A” if Not Applicable) – the low bidder does not meet DBE goals. (“N/A” if Not Applicable) Provide “Award” and “Record” Sets of Plans and Specifications Exhibit E-1 - Page 5 of 10 CDOT Form 1243 9/25 Exhibit E- Page 6 of 10Previous editions are obsolete and may not be used. Construction Management Responsible Party LAWR No.Description of Task LA CDOT 8 8 8 8 8 8.4 9 8.5 Intro 8.1 8.2 8.3 File Project Construction Records/Documentation in PW or as Directed Issue Notice to Proceed to the Contractor Project Safety Conduct Conferences •Preconstruction Conference (Appendix B) o Fabrication Inspection Notifications •Pre-Survey o Construction Staking o Monumentation •Project First (Optional) •Structural Concrete Pre-Pour (Agenda is in the CDOT Construction Manual) •Concrete Pavement Pre-Paving (Agenda is in the CDOT Construction Manual) •HMA Pre-Paving (Agenda is in the CDOT Construction Manual) “in responsible charge of construction supervision” 9 8.6 9 8.7 9 8.8 9 8.9 Exhibit E-1 - Page 6 of 10 CDOT Form 1243 9/25 Exhibit E- Page 7 of 10Previous editions are obsolete and may not be used. Responsible Party LAWR No.Description of Task LA CDOT 9,9A 8.10 9 8.11 9B 8.12 9B 8.13 9A 8.14 9 8.15 9 8.16 9 8.17 8.18 9 8.19 Materials Responsible Party 9,9C 9.1 • • Exhibit E-1 - Page 7 of 10 CDOT Form 1243 9/25 Exhibit E- Page 8 of 10Previous editions are obsolete and may not be used. Responsible Party LAWR No.Description of Task LA CDOT 9,9C 9.2 9C 9.3 9C 9.4 9C 9.6 9C 9.6 9C 9.7 9C 9.8 9C 9.9 9C 9.10 – • • • •Fabrication of structural steel and pre-stressed concrete structural components •Bridge modular expansion devices (0” to 6” or greater) •Fabrication of bearing devices • • • • • Check Final Materials Documentation Construction Civil Rights and Labor Compliance LAWR No.Description of Task LA CDOT 9 10.1 Complete and Distribute Final Materials Documentation Exhibit E-1 - Page 8 of 10 CDOT Form 1243 9/25 Exhibit E- Page 9 of 10Previous editions are obsolete and may not be used. Responsible Party LAWR No.Description of Task LA CDOT 8,9 10.2 9 10.3 9 10.4 9 10.5 9 10.6 9 10.7 10.8 – – Compliance with the “Commercially Useful Function” •– •– •– Check Certified Payrolls (Contact the Region Civil Rights Office for training requirements) Submit FHWA Form 1391 – Highway Construction Contractor’s Annual EEO Report Contract Compliance and Project Site Reviews Finals LAWR No.Description of Task LA CDOT 11.1 10 11.2 10 11.3 11 11.4 11 11.5 11 11.6 11 11.7 11.8 11.9 Exhibit E-1 - Page 9 of 10 CDOT Form 1243 9/25 Exhibit E- Page 10 of 10Previous editions are obsolete and may not be used. Responsible Party LAWR No.Description of Task LA CDOT 11.10 11 11.11 11.12 11.13 11 11.14 11 11.15 – – LAWR No. TBD TBD TBD Description of Task Construct Pedestrian Facilities to meet at a minimum PROWAG Standards (M&S Standards for CDOT On-System Projects) Final Inspection and Acceptance (Dependent on CDOT On- System vs Off-System) Collect Curb Ramp Data and Upload to Survey123 for On- System Projects •Variance Request (If Needed) •Data Collection Coordination •Data Collection Public Right-of-Way Accessibility Guidelines (PROWAG) LA CDOT Responsible Party Exhibit E-1 - Page 10 of 10 EXHIBIT F CERTIFICATION FOR FEDERAL-AID CONTRACTS The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal 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 loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, loan, or cooperative agreement. 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 of Congress, or an employee of a Member of Congress in connection with this Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub- recipients shall certify and disclose accordingly. Exhibit F - Page 1 of 1 EXHIBIT G DISADVANTAGED BUSINESS ENTERPRISES SECTION 1. Policy It is the policy of the Colorado Department of Transportation (CDOT) that Disadvantaged Business Enterprises (DBEs) shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement, pursuant to 49 CFR Part 26. Accordingly, CDOT’s federally approved DBE Program Plan shall apply to this agreement. SECTION 2. Subrecipient and Participant Obligation. The Local Agency and its subrecipients agrees to ensure that DBEs certified through the Colorado Unified Certification Program have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. All participants on contracts and subcontracts financed in whole or in part with Federal funds provided under this Agreement shall take all necessary and reasonable steps in accordance with the CDOT’s federally approved DBE Program Plan to ensure that DBEs have the maximum opportunity to compete for and perform contracts. Local Agency subrecipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of CDOT and federally assisted contracts. SECTION 3. DBE Program. The Local Agency subrecipient shall be responsible for complying with CDOT’s FHWA- approved DBE Program Plan. Local Agency requirements can be found at: https://www.codot.gov/business/civilrights Exhibit G-Page 1 of 1 EXHIBIT H LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded Local Agency project agreement administered by CDOT that involves professional consultant services. 23 CFR 172.1 states “The policies and procedures involve federally funded contracts for engineering and design related services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure that a qualified consultant is obtained through an equitable selection process, that prescribed work is properly accomplished in a timely manner, and at fair and reasonable cost” and according to 23 CFR 172.7 “Procurement methods and procedures shall not be used as a factor in the evaluation, ranking, and selection phase.” Therefore, local agencies must comply with these CFR requirements when obtaining professional consultant services under a federally funded consultant contract administered by CDOT. CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related manual titled "Obtaining Professional Consultant Services". This directive and manual incorporate requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq. Copies of the directive and the manual may be obtained upon request from CDOT's Engineering Contract Services Unit. [Local agencies should have their own written procedures on file for each method of procurement that addresses the items in 23 CFR 172]. Because the procedures and laws described in the Procedural Directive and the manual are quite lengthy, the subsequent steps serve as a short-hand guide to CDOT procedures that a Local Agency must follow in obtaining professional consultant services. This guidance follows the format of 23 CFR 172. The steps are: 1. The contracting Local Agency shall document the need for obtaining professional services. 2. Prior to solicitation for consultant services, the contracting Local Agency shall develop a detailed scope of work and a list of evaluation factors and their relative importance. The evaluation factors are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for use during negotiations. 3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S. 24-30-1405. The public notice period, when such notice is required, is a minimum of 15 days prior to the selection of the three most qualified firms and the advertising should be done in one or more daily newspapers of general circulation. 4. The Local Agency shall not advertise any federal aid contract without prior review by the CDOT Regional Civil Rights Office (RCRO) to determine whether the contract shall be subject to a DBE contract goal. If the RCRO determines a goal is necessary, then the Local Agency shall include the goal and the applicable provisions within the advertisement. The Local Agency shall not award a contract to any Contractor or Consultant without 1 3 the confirmation by the CDOT Civil Rights and Business Resource Center that the Contractor or Consultant has demonstrated good faith efforts. The Local Agency shall work with the CDOT RCRO to ensure compliance with the established terms during the performance of the contract. 5. The Local Agency shall require that all contractors pay subcontractors for satisfactory performance of work no later than 30 days after the receipt of payment for that work from the contractor. For construction projects, this time period shall be reduced to seven days in accordance with Colorado Revised Statute 24-91-103(2). If the Local Agency withholds retainage from contractors and/or allows contractors to withhold retainage from subcontractors, such retainage provisions must comply with 49 CFR 26.29. 6. Payments to all Subconsultants shall be made within thirty days of receipt of payment from [the Local Agency] or no later than ninety days from the date of the submission of a complete invoice from the Subconsultant, whichever occurs first. If the Consultant has good cause to dispute an amount invoiced by a Subconsultant, the Consultant shall notify [the Local Agency] no later than the required date for payment. Such notification shall include the amount disputed and justification for the withholding. The Consultant shall maintain records of payment that show amounts paid to all Subconsultants. Good cause does not include the Consultant’s failure to submit an invoice to the Local Agency or to deposit payments made. 7. The analysis and selection of the consultants shall be done in accordance with CRS §24-30-1403. This section of the regulation identifies the criteria to be used in the evaluation of CDOT pre-qualified prime consultants and their team. It also shows which criteria are used to short-list and to make a final selection. The short-list is based on the following evaluation factors: a. Qualifications, b. Approach to the Work, c. Ability to furnish professional services. d. Anticipated design concepts, and e. Alternative methods of approach for furnishing the professional services. Evaluation factors for final selection are the Consultant's: a. Abilities of their personnel, b. Past performance, c. Willingness to meet the time and budget requirement, d. Location, e. Current and projected work load, 2 3 f. Volume of previously awarded contracts, and g. Involvement of minority consultants. 8. Once a consultant is selected, the Local Agency enters into negotiations with the consultant to obtain a fair and reasonable price for the anticipated work. Pre-negotiation audits are prepared for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration, and degree of risk involved in the work. Profits are in the range of six (6) to 15 percent of the total direct and indirect costs. 9. A qualified Local Agency employee shall be responsible and in charge of the Work to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the contract. At the end of Work, the Local Agency prepares a performance evaluation (a CDOT form is available) on the consultant. CRS §§24-30-1401 THROUGH 24-30-1408, 23 CFR PART 172, AND P.D. 400.1, PROVIDE ADDITIONAL DETAILS FOR COMPLYING WITH THE PRECEEDING NINE (9) STEPS. 3 3 FHWA-1273 – Revised October 23, 2023 EXHIBIT I REQUIRED CONTRACT PROVISIONS FEDERAL-AID CONSTRUCTION CONTRACTS I. General II. Nondiscrimination III. Non-segregated Facilities IV. Davis-Bacon and Related Act Provisions V. Contract Work Hours and Safety Standards Act Provisions VI. Subletting or Assigning the Contract VII. Safety: Accident Prevention VIII. False Statements Concerning Highway Projects IX. Implementation of Clean Air Act and Federal Water Pollution Control Act X. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion XI. Certification Regarding Use of Contract Funds for Lobbying XII. Use of United States-Flag Vessels: ATTACHMENTS A. Employment and Materials Preference for Appalachian Development Highway System or Appalachian Local Access Road Contracts (included in Appalachian contracts only) I. GENERAL 1. Form FHWA-1273 must be physically incorporated in each construction contract funded under title 23, United States Code, as required in 23 CFR 633.102(b) (excluding emergency contracts solely intended for debris removal). The contractor (or subcontractor) must insert this form in each subcontract and further require its inclusion in all lower tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services). 23 CFR 633.102(e). The applicable requirements of Form FHWA-1273 are incorporated by reference for work done under any purchase order, rental agreement or agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider. 23 CFR 633.102(e). Form FHWA-1273 must be included in all Federal-aid design- build contracts, in all subcontracts and in lower tier subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services) in accordance with 23 CFR 633.102. The design-builder shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider. Contracting agencies may reference Form FHWA-1273 in solicitation-for-bids or request-for-proposals documents, however, the Form FHWA-1273 must be physically incorporated (not referenced) in all contracts, subcontracts and lower-tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract). 23 CFR 633.102(b). 2. Subject to the applicability criteria noted in the following sections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. 23 CFR 633.102(d). 3. A breach of any of the stipulations contained in these Required Contract Provisions may be sufficient grounds for withholding of progress payments, withholding of final payment, termination of the contract, suspension / debarment or any other action determined to be appropriate by the contracting agency and FHWA. 4. Selection of Labor: During the performance of this contract, the contractor shall not use convict labor for any purpose within the limits of a construction project on a Federal-aid highway unless it is labor performed by convicts who are on parole, supervised release, or probation. 23 U.S.C. 114(b). The term Federal-aid highway does not include roadways functionally classified as local roads or rural minor collectors. 23 U.S.C. 101(a). II. NONDISCRIMINATION (23 CFR 230.107(a); 23 CFR Part 230, Subpart A, Appendix A; EO 11246) The provisions of this section related to 23 CFR Part 230, Subpart A, Appendix A are applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts. In addition, the contractor and all subcontractors must comply with the following policies: Executive Order 11246, 41 CFR Part 60, 29 CFR Parts 1625-1627, 23 U.S.C. 140, Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regulations including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633. The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60- 1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity Construction Contract Specifications in 41 CFR 60-4.3. Note: The U.S. Department of Labor has exclusive authority to determine compliance with Executive Order 11246 and the policies of the Secretary of Labor including 41 CFR Part 60, and 29 CFR Parts 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensure compliance with 23 U.S.C. 140, Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), and Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regulations including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633. The following provision is adopted from 23 CFR Part 230, Subpart A, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FHWA requirements. Exhibit I- Page 1 of 14 1. Equal Employment Opportunity: Equal Employment Opportunity (EEO) requirements not to discriminate and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (see 28 CFR Part 35, 29 CFR Part 1630, 29 CFR Parts 1625-1627, 41 CFR Part 60 and 49 CFR Part 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140, shall constitute the EEO and specific affirmative action standards for the contractor's project activities under this contract. The provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR Part 35 and 29 CFR Part 1630 are incorporated by reference in this contract. In the execution of this contract, the contractor agrees to comply with the following minimum specific requirement activities of EEO: a. The contractor will work with the contracting agency and the Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and in their review of activities under the contract. 23 CFR 230.409 (g)(4) & (5). b. The contractor will accept as its operating policy the following statement: "It is the policy of this Company to assure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, sexual orientation, gender identity, color, national origin, age or disability. Such action shall include: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, pre-apprenticeship, and/or on-the-job training." 2. EEO Officer: The contractor will designate and make known to the contracting officers an EEO Officer who will have the responsibility for and must be capable of effectively administering and promoting an active EEO program and who must be assigned adequate authority and responsibility to do so. 3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote, and discharge employees, or who recommend such action or are substantially involved in such action, will be made fully cognizant of and will implement the contractor's EEO policy and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above agreement will be met, the following actions will be taken as a minimum: a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be reviewed and explained. The meetings will be conducted by the EEO Officer or other knowledgeable company official. b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women. d. Notices and posters setting forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and potential employees. e. The contractor's EEO policy and the procedures to implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or other appropriate means. 4. Recruitment: When advertising for employees, the contractor will include in all advertisements for employees the notation: "An Equal Opportunity Employer." All such advertisements will be placed in publications having a large circulation among minorities and women in the area from which the project work force would normally be derived. a. The contractor will, unless precluded by a valid bargaining agreement, conduct systematic and direct recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement, the contractor will identify sources of potential minority group employees and establish with such identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration. b. In the event the contractor has a valid bargaining agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where implementation of such an agreement has the effect of discriminating against minorities or women, or obligates the contractor to do the same, such implementation violates Federal nondiscrimination provisions. c. The contractor will encourage its present employees to refer minorities and women as applicants for employment. Information and procedures with regard to referring such applicants will be discussed with employees. 5. Personnel Actions: Wages, working conditions, and employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age or disability. The following procedures shall be followed: a. The contractor will conduct periodic inspections of project sites to ensure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel. b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any evidence of discriminatory wage practices. c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons. d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action Exhibit I- Page 2 of 14 within a reasonable time. If the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal. 6. Training and Promotion: a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs (i.e., apprenticeship and on-the-job training programs for the geographical area of contract performance). In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a). c. The contractor will advise employees and applicants for employment of available training programs and entrance requirements for each. d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion. 7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith efforts to obtain the cooperation of such unions to increase opportunities for minorities and women. 23 CFR 230.409. Actions by the contractor, either directly or through a contractor's association acting as agent, will include the procedures set forth below: a. The contractor will use good faith efforts to develop, in cooperation with the unions, joint training programs aimed toward qualifying more minorities and women for membership in the unions and increasing the skills of minorities and women so that they may qualify for higher paying employment. b. The contractor will use good faith efforts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability. c. The contractor is to obtain information as to the referral practices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information. d. In the event the union is unable to provide the contractor with a reasonable flow of referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor from the requirements of this paragraph. In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency. 8. Reasonable Accommodation for Applicants / Employees with Disabilities: The contractor must be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established thereunder. Employers must provide reasonable accommodation in all employment activities unless to do so would cause an undue hardship. 9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not discriminate on the grounds of race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors, suppliers, and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations. 10. Assurances Required: a. The requirements of 49 CFR Part 26 and the State DOT’s FHWA-approved Disadvantaged Business Enterprise (DBE) program are incorporated by reference. b. The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the contractor from future bidding as non- responsible. c. The Title VI and nondiscrimination provisions of U.S. DOT Order 1050.2A at Appendixes A and E are incorporated by reference. 49 CFR Part 21. 11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document the following: Exhibit I- Page 3 of 14 (1) The number and work hours of minority and non- minority group members and women employed in each work classification on the project; (2) The progress and efforts being made in cooperation with unions, when applicable, to increase employment opportunities for minorities and women; and (3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women. b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project indicating the number of minority, women, and non- minority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July. III. NONSEGREGATED FACILITIES This provision is applicable to all Federal-aid construction contracts and to all related construction subcontracts of more than $10,000. 41 CFR 60-1.5. As prescribed by 41 CFR 60-1.8, the contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location under the contractor's control where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single-user restrooms and necessary dressing or sleeping areas to assure privacy between sexes. IV. DAVIS-BACON AND RELATED ACT PROVISIONS This section is applicable to all Federal-aid construction projects exceeding $2,000 and to all related subcontracts and lower-tier subcontracts (regardless of subcontract size), in accordance with 29 CFR 5.5. The requirements apply to all projects located within the right-of-way of a roadway that is functionally classified as Federal-aid highway. 23 U.S.C. 113. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. 23 U.S.C. 101. Where applicable law requires that projects be treated as a project on a Federal-aid highway, the provisions of this subpart will apply regardless of the location of the project. Examples include: Surface Transportation Block Grant Program projects funded under 23 U.S.C. 133 [excluding recreational trails projects], the Nationally Significant Freight and Highway Projects funded under 23 U.S.C. 117, and National Highway Freight Program projects funded under 23 U.S.C. 167. The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 “Contract provisions and related matters” with minor revisions to conform to the FHWA- 1273 format and FHWA program requirements. 1. Minimum wages (29 CFR 5.5) a. Wage rates and fringe benefits. All laborers and mechanics employed or working upon the site of the work (or otherwise working in construction or development of the project under a development statute), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of basic hourly wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. As provided in paragraphs (d) and (e) of 29 CFR 5.5, the appropriate wage determinations are effective by operation of law even if they have not been attached to the contract. Contributions made or costs reasonably anticipated for bona fide fringe benefits under the Davis-Bacon Act (40 U.S.C. 3141(2)(B)) on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.e. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics must be paid the appropriate wage rate and fringe benefits on the wage determination for the classification(s) of work actually performed, without regard to skill, except as provided in paragraph 4. of this section. Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph 1.c. of this section) and the Davis-Bacon poster (WH–1321) must be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. Frequently recurring classifications. (1) In addition to wage and fringe benefit rates that have been determined to be prevailing under the procedures set forth in 29 CFR part 1, a wage determination may contain, pursuant to § 1.3(f), wage and fringe benefit rates for classifications of laborers and mechanics for which conformance requests are regularly submitted pursuant to paragraph 1.c. of this section, provided that: (i) The work performed by the classification is not performed by a classification in the wage determination for which a prevailing wage rate has been determined; Exhibit I- Page 4 of 14 (ii) The classification is used in the area by the construction industry; and (iii) The wage rate for the classification bears a reasonable relationship to the prevailing wage rates contained in the wage determination. (2) The Administrator will establish wage rates for such classifications in accordance with paragraph 1.c.(1)(iii) of this section. Work performed in such a classification must be paid at no less than the wage and fringe benefit rate listed on the wage determination for such classification. c. Conformance. (1) The contracting officer must require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract be classified in conformance with the wage determination. Conformance of an additional classification and wage rate and fringe benefits is appropriate only when the following criteria have been met: (i) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (ii) The classification is used in the area by the construction industry; and (iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (2) The conformance process may not be used to split, subdivide, or otherwise avoid application of classifications listed in the wage determination. (3) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken will be sent by the contracting officer by email to DBAconformance@dol.gov. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30–day period that additional time is necessary. (4) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer will, by email to DBAconformance@dol.gov, refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30–day period that additional time is necessary. (5) The contracting officer must promptly notify the contractor of the action taken by the Wage and Hour Division under paragraphs 1.c.(3) and (4) of this section. The contractor must furnish a written copy of such determination to each affected worker or it must be posted as a part of the wage determination. The wage rate (including fringe benefits where appropriate) determined pursuant to paragraph 1.c.(3) or (4) of this section must be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. d. Fringe benefits not expressed as an hourly rate. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor may either pay the benefit as stated in the wage determination or may pay another bona fide fringe benefit or an hourly cash equivalent thereof. e. Unfunded plans. If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, in accordance with the criteria set forth in § 5.28, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. f. Interest. In the event of a failure to pay all or part of the wages required by the contract, the contractor will be required to pay interest on any underpayment of wages. 2. Withholding (29 CFR 5.5) a. Withholding requirements. The contracting agency may, upon its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to satisfy the liabilities of the prime contractor or any subcontractor for the full amount of wages and monetary relief, including interest, required by the clauses set forth in this section for violations of this contract, or to satisfy any such liabilities required by any other Federal contract, or federally assisted contract subject to Davis-Bacon labor standards, that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to Davis-Bacon labor standards requirements and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to satisfy the contractor liability for which the funds were withheld. In the event of a contractor's failure to pay any laborer or mechanic, including any apprentice or helper working on the site of the work all or part of the wages required by the contract, or upon the contractor's failure to submit the required records as discussed in paragraph 3.d. of this section, the contracting agency may on its own initiative and after written notice to the contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. b. Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with paragraph Exhibit I- Page 5 of 14 2.a. of this section or Section V, paragraph 3.a., or both, over claims to those funds by: (1)A contractor's surety(ies), including without limitation performance bond sureties and payment bond sureties; (2) A contracting agency for its reprocurement costs; (3)A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate; (4)A contractor's assignee(s); (5)A contractor's successor(s); or (6)A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901–3907. 3. Records and certified payrolls (29 CFR 5.5) a. Basic record requirements (1) Length of record retention. All regular payrolls and other basic records must be maintained by the contractor and any subcontractor during the course of the work and preserved for all laborers and mechanics working at the site of the work (or otherwise working in construction or development of the project under a development statute) for a period of at least 3 years after all the work on the prime contract is completed. (2) Information required. Such records must contain the name; Social Security number; last known address, telephone number, and email address of each such worker; each worker's correct classification(s) of work actually performed; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 40 U.S.C. 3141(2)(B) of the Davis-Bacon Act); daily and weekly number of hours actually worked in total and on each covered contract; deductions made; and actual wages paid. (3) Additional records relating to fringe benefits. Whenever the Secretary of Labor has found under paragraph 1.e. of this section that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in 40 U.S.C. 3141(2)(B) of the Davis-Bacon Act, the contractor must maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. (4) Additional records relating to apprenticeship. Contractors with apprentices working under approved programs must maintain written evidence of the registration of apprenticeship programs, the registration of the apprentices, and the ratios and wage rates prescribed in the applicable programs. b. Certified payroll requirements (1) Frequency and method of submission. The contractor or subcontractor must submit weekly, for each week in which any DBA- or Related Acts- covered work is performed, certified payrolls to the contracting agency. The prime contractor is responsible for the submission of all certified payrolls by all subcontractors. A contracting agency or prime contractor may permit or require contractors to submit certified payrolls through an electronic system, as long as the electronic system requires a legally valid electronic signature; the system allows the contractor, the contracting agency, and the Department of Labor to access the certified payrolls upon request for at least 3 years after the work on the prime contract has been completed; and the contracting agency or prime contractor permits other methods of submission in situations where the contractor is unable or limited in its ability to use or access the electronic system. (2) Information required. The certified payrolls submitted must set out accurately and completely all of the information required to be maintained under paragraph 3.a.(2) of this section, except that full Social Security numbers and last known addresses, telephone numbers, and email addresses must not be included on weekly transmittals. Instead, the certified payrolls need only include an individually identifying number for each worker ( e.g., the last four digits of the worker's Social Security number). The required weekly certified payroll information may be submitted using Optional Form WH–347 or in any other format desired. Optional Form WH–347 is available for this purpose from the Wage and Hour Division website at https://www.dol.gov/sites/dolgov/files/WHD/ legacy/files/wh347/.pdf or its successor website. It is not a violation of this section for a prime contractor to require a subcontractor to provide full Social Security numbers and last known addresses, telephone numbers, and email addresses to the prime contractor for its own records, without weekly submission by the subcontractor to the contracting agency. (3) Statement of Compliance. Each certified payroll submitted must be accompanied by a “Statement of Compliance,” signed by the contractor or subcontractor, or the contractor's or subcontractor's agent who pays or supervises the payment of the persons working on the contract, and must certify the following: (i)That the certified payroll for the payroll period contains the information required to be provided under paragraph 3.b. of this section, the appropriate information and basic records are being maintained under paragraph 3.a. of this section, and such information and records are correct and complete; (ii)That each laborer or mechanic (including each helper and apprentice) working on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in 29 CFR part 3; and (iii)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification(s) of work actually performed, as specified in the applicable wage determination incorporated into the contract. (4) Use of Optional Form WH–347. The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH–347 will satisfy the requirement for submission of the “Statement of Compliance” required by paragraph 3.b.(3) of this section. Exhibit I- Page 6 of 14 (5) Signature. The signature by the contractor, subcontractor, or the contractor's or subcontractor's agent must be an original handwritten signature or a legally valid electronic signature. (6) Falsification. The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under 18 U.S.C. 1001 and 31 U.S.C. 3729. (7) Length of certified payroll retention. The contractor or subcontractor must preserve all certified payrolls during the course of the work and for a period of 3 years after all the work on the prime contract is completed. c. Contracts, subcontracts, and related documents. The contractor or subcontractor must maintain this contract or subcontract and related documents including, without limitation, bids, proposals, amendments, modifications, and extensions. The contractor or subcontractor must preserve these contracts, subcontracts, and related documents during the course of the work and for a period of 3 years after all the work on the prime contract is completed. d. Required disclosures and access (1) Required record disclosures and access to workers. The contractor or subcontractor must make the records required under paragraphs 3.a. through 3.c. of this section, and any other documents that the contracting agency, the State DOT, the FHWA, or the Department of Labor deems necessary to determine compliance with the labor standards provisions of any of the applicable statutes referenced by § 5.1, available for inspection, copying, or transcription by authorized representatives of the contracting agency, the State DOT, the FHWA, or the Department of Labor, and must permit such representatives to interview workers during working hours on the job. (2) Sanctions for non-compliance with records and worker access requirements. If the contractor or subcontractor fails to submit the required records or to make them available, or refuses to permit worker interviews during working hours on the job, the Federal agency may, after written notice to the contractor, sponsor, applicant, owner, or other entity, as the case may be, that maintains such records or that employs such workers, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available, or to permit worker interviews during working hours on the job, may be grounds for debarment action pursuant to § 5.12. In addition, any contractor or other person that fails to submit the required records or make those records available to WHD within the time WHD requests that the records be produced will be precluded from introducing as evidence in an administrative proceeding under 29 CFR part 6 any of the required records that were not provided or made available to WHD. WHD will take into consideration a reasonable request from the contractor or person for an extension of the time for submission of records. WHD will determine the reasonableness of the request and may consider, among other things, the location of the records and the volume of production. (3) Required information disclosures. Contractors and subcontractors must maintain the full Social Security number and last known address, telephone number, and email address of each covered worker, and must provide them upon request to the contracting agency, the State DOT, the FHWA, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or other compliance action. 4. Apprentices and equal employment opportunity (29 CFR 5.5) a. Apprentices (1) Rate of pay. Apprentices will be permitted to work at less than the predetermined rate for the work they perform when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship (OA), or with a State Apprenticeship Agency recognized by the OA. A person who is not individually registered in the program, but who has been certified by the OA or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice, will be permitted to work at less than the predetermined rate for the work they perform in the first 90 days of probationary employment as an apprentice in such a program. In the event the OA or a State Apprenticeship Agency recognized by the OA withdraws approval of an apprenticeship program, the contractor will no longer be permitted to use apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (2) Fringe benefits. Apprentices must be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringe benefits must be paid in accordance with that determination. (3) Apprenticeship ratio. The allowable ratio of apprentices to journeyworkers on the job site in any craft classification must not be greater than the ratio permitted to the contractor as to the entire work force under the registered program or the ratio applicable to the locality of the project pursuant to paragraph 4.a.(4) of this section. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated in paragraph 4.a.(1) of this section, must be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under this section must be paid not less than the applicable wage rate on the wage determination for the work actually performed. (4) Reciprocity of ratios and wage rates. Where a contractor is performing construction on a project in a locality other than the locality in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyworker's hourly rate) applicable within the locality in which the construction is being performed must be observed. If there is no applicable ratio or wage rate for the locality of the project, the ratio and wage rate specified in the contractor's registered program must be observed. b. Equal employment opportunity. The use of apprentices and journeyworkers under this part must be in conformity with Exhibit I- Page 7 of 14 the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. c. Apprentices and Trainees (programs of the U.S. DOT). Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal-aid highway construction programs are not subject to the requirements of paragraph 4 of this Section IV. 23 CFR 230.111(e)(2). The straight time hourly wage rates for apprentices and trainees under such programs will be established by the particular programs. The ratio of apprentices and trainees to journeyworkers shall not be greater than permitted by the terms of the particular program. 5. Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract as provided in 29 CFR 5.5. 6. Subcontracts. The contractor or subcontractor must insert FHWA-1273 in any subcontracts, along with the applicable wage determination(s) and such other clauses or contract modifications as the contracting agency may by appropriate instructions require, and a clause requiring the subcontractors to include these clauses and wage determination(s) in any lower tier subcontracts. The prime contractor is responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in this section. In the event of any violations of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower-tier subcontractors, and may be subject to debarment, as appropriate. 29 CFR 5.5. 7. Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis- Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract as provided in 29 CFR 5.5. 9. Disputes concerning labor standards. As provided in 29 CFR 5.5, disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 10. Certification of eligibility. a. By entering into this contract, the contractor certifies that neither it nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of 40 U.S.C. 3144(b) or § 5.12(a). b. No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of 40 U.S.C. 3144(b) or § 5.12(a). c. The penalty for making false statements is prescribed in the U.S. Code, Title 18 Crimes and Criminal Procedure, 18 U.S.C. 1001. 11. Anti-retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for: a. Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the DBA, Related Acts, this part, or 29 CFR part 1 or 3; b. Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; c. Cooperating in any investigation or other compliance action, or testifying in any proceeding under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; or d. Informing any other person about their rights under the DBA, Related Acts, this part, or 29 CFR part 1 or 3. V. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT Pursuant to 29 CFR 5.5(b), the following clauses apply to any Federal-aid construction contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchpersons and guards. 1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 29 CFR 5.5. 2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph 1. of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages and interest from the date of the underpayment. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or Exhibit I- Page 8 of 14 mechanic, including watchpersons and guards, employed in violation of the clause set forth in paragraph 1. of this section, in the sum currently provided in 29 CFR 5.5(b)(2)* for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1. of this section. * $31 as of January 15, 2023 (See 88 FR 88 FR 2210) as may be adjusted annually by the Department of Labor, pursuant to the Federal Civil Penalties Inflation Adjustment Act of 1990. 3. Withholding for unpaid wages and liquidated damages a. Withholding process. The FHWA or the contracting agency may, upon its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to satisfy the liabilities of the prime contractor or any subcontractor for any unpaid wages; monetary relief, including interest; and liquidated damages required by the clauses set forth in this section on this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to the Contract Work Hours and Safety Standards Act and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to satisfy the contractor liability for which the funds were withheld. b. Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with Section IV paragraph 2.a. or paragraph 3.a. of this section, or both, over claims to those funds by: (1)A contractor's surety(ies), including without limitation performance bond sureties and payment bond sureties; (2)A contracting agency for its reprocurement costs; (3)A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate; (4)A contractor's assignee(s); (5)A contractor's successor(s); or (6)A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901–3907. 4. Subcontracts. The contractor or subcontractor must insert in any subcontracts the clauses set forth in paragraphs 1. through 5. of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor is responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 1. through 5. In the event of any violations of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower- tier subcontractors, and associated liquidated damages and may be subject to debarment, as appropriate. 5. Anti-retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for: a. Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the Contract Work Hours and Safety Standards Act (CWHSSA) or its implementing regulations in this part; b. Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under CWHSSA or this part; c. Cooperating in any investigation or other compliance action, or testifying in any proceeding under CWHSSA or this part; or d. Informing any other person about their rights under CWHSSA or this part. VI. SUBLETTING OR ASSIGNING THE CONTRACT This provision is applicable to all Federal-aid construction contracts on the National Highway System pursuant to 23 CFR 635.116. 1. The contractor shall perform with its own organization contract work amounting to not less than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price, excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such specialty items performed may be deducted from the total original contract price before computing the amount of work required to be performed by the contractor's own organization (23 CFR 635.116). a. The term “perform work with its own organization” in paragraph 1 of Section VI refers to workers employed or leased by the prime contractor, and equipment owned or rented by the prime contractor, with or without operators. Such term does not include employees or equipment of a subcontractor or lower tier subcontractor, agents of the prime contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased employees may only be included in this term if the prime contractor meets all of the following conditions: (based on longstanding interpretation) (1)the prime contractor maintains control over the supervision of the day-to-day activities of the leased employees; (2)the prime contractor remains responsible for the quality of the work of the leased employees; Exhibit I- Page 9 of 14 (3) the prime contractor retains all power to accept or exclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the submission of payrolls, statements of compliance and all other Federal regulatory requirements. b. "Specialty Items" shall be construed to be limited to work that requires highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and in general are to be limited to minor components of the overall contract. 23 CFR 635.102. 2. Pursuant to 23 CFR 635.116(a), the contract amount upon which the requirements set forth in paragraph (1) of Section VI is computed includes the cost of material and manufactured products which are to be purchased or produced by the contractor under the contract provisions. 3. Pursuant to 23 CFR 635.116(c), the contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and is in charge of all construction operations (regardless of who performs the work) and (b) such other of its own organizational resources (supervision, management, and engineering services) as the contracting officer determines is necessary to assure the performance of the contract. 4. No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written consent of the contracting officer, or authorized representative, and such consent when given shall not be construed to relieve the contractor of any responsibility for the fulfillment of the contract. Written consent will be given only after the contracting agency has assured that each subcontract is evidenced in writing and that it contains all pertinent provisions and requirements of the prime contract. (based on long- standing interpretation of 23 CFR 635.116). 5. The 30-percent self-performance requirement of paragraph (1) is not applicable to design-build contracts; however, contracting agencies may establish their own self-performance requirements. 23 CFR 635.116(d). VII. SAFETY: ACCIDENT PREVENTION This provision is applicable to all Federal-aid construction contracts and to all related subcontracts. 1. In the performance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitation (23 CFR Part 635). The contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the contracting officer may determine, to be reasonably necessary to protect the life and health of employees on the job and the safety of the public and to protect property in connection with the performance of the work covered by the contract. 23 CFR 635.108. 2. It is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into pursuant to this contract, that the contractor and any subcontractor shall not permit any employee, in performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to his/her health or safety, as determined under construction safety and health standards (29 CFR Part 1926) promulgated by the Secretary of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). 29 CFR 1926.10. 3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). VIII. FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS This provision is applicable to all Federal-aid construction contracts and to all related subcontracts. In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal- aid highway projects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any misunderstanding regarding the seriousness of these and similar acts, Form FHWA-1022 shall be posted on each Federal-aid highway project (23 CFR Part 635) in one or more places where it is readily available to all persons concerned with the project: 18 U.S.C. 1020 reads as follows: "Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or Whoever knowingly makes any false statement, false representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any false statement or false representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal-aid Roads Act approved July 11, 1916, (39 Stat. 355), as amended and supplemented; Shall be fined under this title or imprisoned not more than 5 years or both." Exhibit I- Page 10 of 14 IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT (42 U.S.C. 7606; 2 CFR 200.88; EO 11738) This provision is applicable to all Federal-aid construction contracts in excess of $150,000 and to all related subcontracts. 48 CFR 2.101; 2 CFR 200.327. By submission of this bid/proposal or the execution of this contract or subcontract, as appropriate, the bidder, proposer, Federal-aid construction contractor, subcontractor, supplier, or vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Highway Administration and the Regional Office of the Environmental Protection Agency. 2 CFR Part 200, Appendix II. The contractor agrees to include or cause to be included the requirements of this Section in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements. 2 CFR 200.327. X. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION This provision is applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $25,000 or more – as defined in 2 CFR Parts 180 and 1200. 2 CFR 180.220 and 1200.220. 1. Instructions for Certification – First Tier Participants: a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. 2 CFR 180.320. c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. 2 CFR 180.325. d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 2 CFR 180.345 and 180.350. e. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180, Subpart I, 180.900-180.1020, and 1200. “First Tier Covered Transactions” refers to any covered transaction between a recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). f. The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 2 CFR 180.330. g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. 2 CFR 180.220 and 180.300. h. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. 2 CFR 180.300; 180.320, and 180.325. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. 2 CFR 180.335. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (https://www.sam.gov/). 2 CFR 180.300, 180.320, and 180.325. i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 2 CFR 180.325. * * * * * Exhibit I- Page 11 of 14 2. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – First Tier Participants: a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency, 2 CFR 180.335;. (2) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property, 2 CFR 180.800; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification, 2 CFR 180.700 and 180.800; and (4) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. 2 CFR 180.335(d). (5) Are not a corporation that has been convicted of a felony violation under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implementing appropriations act requirements); and (6) Are not a corporation with any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability (USDOT Order 4200.6 implementing appropriations act requirements). b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant should attach an explanation to this proposal. 2 CFR 180.335 and 180.340. * * * * * 3. Instructions for Certification - Lower Tier Participants: (Applicable to all subcontracts, purchase orders, and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200). 2 CFR 180.220 and 1200.220. a. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. 2 CFR 180.365. d. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180, Subpart I, 180.900 – 180.1020, and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. “First Tier Covered Transactions” refers to any covered transaction between a recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 2 CFR 1200.220 and 1200.332. f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. 2 CFR 180.220 and 1200.220. g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (https://www.sam.gov/), which is compiled by the General Services Administration. 2 CFR 180.300, 180.320, 180.330, and 180.335. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily Exhibit I- Page 12 of 14 excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 2 CFR 180.325. * * * * * 4. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Participants: a. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals: (1) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency, 2 CFR 180.355; (2) is a corporation that has been convicted of a felony violation under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implementing appropriations act requirements); and (3) is a corporation with any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. (USDOT Order 4200.6 implementing appropriations act requirements) b. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant should attach an explanation to this proposal. * * * * * XI. CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This provision is applicable to all Federal-aid construction contracts and to all related subcontracts which exceed $100,000. 49 CFR Part 20, App. A. 1. The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal 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 Federal 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, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 2. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 3. The prospective participant also agrees by submitting its bid or proposal that the participant shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such recipients shall certify and disclose accordingly. XII. USE OF UNITED STATES-FLAG VESSELS: This provision is applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, or any other covered transaction. 46 CFR Part 381. This requirement applies to material or equipment that is acquired for a specific Federal-aid highway project. 46 CFR 381.7. It is not applicable to goods or materials that come into inventories independent of an FHWA funded-contract. When oceanic shipments (or shipments across the Great Lakes) are necessary for materials or equipment acquired for a specific Federal-aid construction project, the bidder, proposer, contractor, subcontractor, or vendor agrees: 1. To utilize privately owned United States-flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to this contract, to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels. 46 CFR 381.7. 2. To furnish within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, ‘on-board’ commercial ocean bill-of-lading in English for each shipment of cargo described in paragraph (b)(1) of this section to both the Contracting Officer (through the prime contractor in the case of subcontractor bills-of-lading) and to the Office of Cargo and Commercial Sealift (MAR-620), Maritime Administration, Washington, DC 20590. (MARAD requires copies of the ocean carrier's (master) bills of lading, certified onboard, dated, with rates and charges. These bills of lading may contain business sensitive information and therefore may be submitted directly to MARAD by the Ocean Transportation Intermediary on behalf of the contractor). 46 CFR 381.7. Exhibit I- Page 13 of 14 ATTACHMENT A -EMPLOYMENT AND MATERIALS PREFERENCE FOR APPALACHIAN DEVELOPMENT HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS ROAD CONTRACTS (23 CFR 633, Subpart B, Appendix B) This provision is applicable to all Federal-aid projects funded under the Appalachian Regional Development Act of 1965. 1. During the performance of this contract, the contractor undertaking to do work which is, or reasonably may be, done as on-site work, shall give preference to qualified persons who regularly reside in the labor area as designated by the DOL wherein the contract work is situated, or the subregion, or the Appalachian counties of the State wherein the contract work is situated, except: a. To the extent that qualified persons regularly residing in the area are not available. b. For the reasonable needs of the contractor to employ supervisory or specially experienced personnel necessary to assure an efficient execution of the contract work. c. For the obligation of the contractor to offer employment to present or former employees as the result of a lawful collective bargaining contract, provided that the number of nonresident persons employed under this subparagraph (1c) shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph (4) below. 2. The contractor shall place a job order with the State Employment Service indicating (a) the classifications of the laborers, mechanics and other employees required to perform the contract work, (b) the number of employees required in each classification, (c) the date on which the participant estimates such employees will be required, and (d) any other pertinent information required by the State Employment Service to complete the job order form. The job order may be placed with the State Employment Service in writing or by telephone. If during the course of the contract work, the information submitted by the contractor in the original job order is substantially modified, the participant shall promptly notify the State Employment Service. 3. The contractor shall give full consideration to all qualified job applicants referred to him by the State Employment Service. The contractor is not required to grant employment to any job applicants who, in his opinion, are not qualified to perform the classification of work required. 4. If, within one week following the placing of a job order by the contractor with the State Employment Service, the State Employment Service is unable to refer any qualified job applicants to the contractor, or less than the number requested, the State Employment Service will forward a certificate to the contractor indicating the unavailability of applicants. Such certificate shall be made a part of the contractor's permanent project records. Upon receipt of this certificate, the contractor may employ persons who do not normally reside in the labor area to fill positions covered by the certificate, notwithstanding the provisions of subparagraph (1c) above. 5. The provisions of 23 CFR 633.207(e) allow the contracting agency to provide a contractual preference for the use of mineral resource materials native to the Appalachian region. 6. The contractor shall include the provisions of Sections 1 through 4 of this Attachment A in every subcontract for work which is, or reasonably may be, done as on-site work. Exhibit I- Page 14 of 14 EXHIBIT J ADDITIONAL FEDERAL REQUIREMENTS Federal laws and regulations that may be applicable to the Work include: Executive Order 11246 Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencies and their contractors or the Local Agencies). Copeland "Anti-Kickback" Act The Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and sub-Agreements for construction or repair). Davis-Bacon Act The Davis-Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencies and the Local Agencies when required by Federal Agreement program legislation. This act requires that all laborers and mechanics employed by contractors or sub-contractors to work on construction projects financed by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor). Contract Work Hours and Safety Standards Act Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327- 330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the Local Agency’s in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers). Clean Air Act Standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and sub-Agreements of amounts more than $100,000). Energy Policy and Conservation Act Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). Uniform Guidance Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Title 2 Code of the Federal Regulations Part 200), which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. Hatch Act The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally assisted programs. 1 11 Nondiscrimination The Local Agency shall not exclude from participation in, deny the benefits of, or subject to discrimination any person in the United States on the ground of race, color national origin, sex, age or disability. Prior to the receipt of any Federal financial assistance from CDOT, the Local Agency shall execute the attached Standard DOT Title VI assurance. As appropriate, the Local Agency shall include Appendix A, B, or C to the Standard DOT Title VI assurance in any contract utilizing federal funds, land, or other aid. The Local Agency shall also include the following in all contract advertisements: The [Local Agency], in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (79 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, DBEs will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for any award. ADA In any contract utilizing federal funds, land, or other federal aid, the Local Agency shall require the federal-aid recipient or contractor to provide a statement of written assurance that they will comply with Section 504and not discriminate on the basis of disability. Uniform Relocation Assistance and Real Property Acquisition Policies Act The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91-646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor is acquiring real property and displacing households or businesses in the performance of the Agreement). Drug-Free Workplace ActThe Drug-Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et seq.).Age Discrimination Act of 1975The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. 23 C.F.R. Part 172 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts".23 C.F.R Part 633 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal-Aid Construction Contracts". 23 C.F.R. Part 635 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions". Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973 Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The requirements for which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof. Nondiscrimination Provisions: In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal Aid Highway Act of 1973, the Contractor, for itself, its assignees, and successors in interest, agree as follows: i. Compliance with Regulations The Contractor will comply with the Regulations of the Department of Transportation relative to nondiscrimination in Federally assisted programs of the Department of 2 11 Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. ii. Nondiscrimination The Contractor, with regard to the work performed by it after award and prior to completion of the contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. iii. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. iv. Information and Reports The Contractor will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of the Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and shall set forth what efforts have been made to obtain the information. v. Sanctions for Noncompliance In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the contract, in whole or in part. Incorporation of Provisions §22 The Contractor will include the provisions of this Exhibit J in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. 3 11 SAMPLE The United States Department of Transportation (USDOT) Standard Title VI/Non-Discrimination Assurances for Local Agencies DOT Order No. 1050.2A The [Local Agency] (herein referred to as the "Recipient"), HEREBY AGREES THAT, as a condition to receiving any Federal financial assistance from the U.S. Department of Transportation (DOT), through the Colorado Department of Transportation and the Federal Highway Administration (FHWA), Federal Transit Administration (FTA), and Federal Aviation Administration (FAA), is subject to and will comply with the following: Statutory/Regulatory Authorities • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964); The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations," respectively. General Assurances In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that: "No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity, "for which the Recipient receives Federal financial assistance from DOT, including the FHWA, FTA, or FAA. The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these non-discrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted. Specific Assurances More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted FHWA, FTA, and FAA assisted programs: 1. The Recipient agrees that each "activity," "facility," or "program," as defined in §§ 21.23(b) and 21.23(e) of 49 C.F.R. § 21 will be (with regard to an "activity") facilitated or will be (with regard to a "facility") operated or will be (with regard to a "program") conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations. 2. The Recipient will insert the following notification in all solicitations for bids, Requests for Proposals for work, or material subject to the Acts and the Regulations made in connection with all FHWA, FTA and FAA programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source: 3. "The [Local Agency] in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity 4 11 4. to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award." 5. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations. 6. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient. 7. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith. 8. That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property. 9. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties: a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. 10. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods: a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property. 11. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance. 12. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance. By signing this ASSURANCE, the [Local Agency] also agrees to comply (and require any sub-recipients, sub- grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing the FHWA, FTA, and FAA’s access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by CDOT, FHWA, FTA, or FAA. You must keep records, reports, and submit the material for review 5 11 upon request to CDOT, FHWA, FTA, or FAA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. [Local Agency] gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the FHWA, FTA, and FAA. This ASSURANCE is binding on [Local Agency], other recipients, sub-recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the FHWA, FTA, and FAA funded programs. The person(s) signing below is authorized to sign this ASSURANCE on behalf of theRecipient. (Name of Recipient) by (Signature of Authorized Official) DATED 6 11 APPENDIX A During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, FHWA, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the [Local Agency], CDOT or FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the [Local Agency], CDOT or FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the [Local Agency] will impose such contract sanctions as it, CDOT or FHWA may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the [Local Agency], CDOT or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 7 11 APPENDIX B CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4: NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the [Local Agency] will accept title to the lands and maintain the project constructed thereon in accordance with (Name of Appropriate Legislative Authority), the Regulations for the Administration of (Name of Appropriate Program), and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the [Local Agency] all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof. (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto [Local Agency] and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the [Local Agency] its successors and assigns. The [Local Agency], in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the [Local Agency] will use the lands and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the above-mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) 8 11 APPENDIX C CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY, FACILITY, OR PROGRAM The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the [Local Agency] pursuant to the provisions of Assurance 7(a): A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add "as a covenant running with the land"] that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued. * C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the [Local Agency] will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the [Local Agency] and its assigns. * (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) 9 11 APPENDIX D CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY, FACILITY OR PROGRAM The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by [Local Agency] pursuant to the provisions of Assurance 7(b): A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, "as a covenant running with the land") that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance. B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will have the right to terminate the (license, permit, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued. * C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will there upon revert to and vest in and become the absolute property of [Local Agency] of Transportation and its assigns. * (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) 10 11 APPENDIX E During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation,and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). 11 11 EXHIBIT K FFATA SUPPLEMENTAL FEDERAL PROVISIONS State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended Revised as of 11-12-2020 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. “Award” means an award of Federal financial assistance that a non- Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1.2. Contracts; 1.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4. Loans; 1.1.5. Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.8. Food commodities; 1.1.9. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non-Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally-owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). Exhibit K Page 1 of 6 1.2. “Contract” means the contract to which these Supplemental Provisions are attached and includes all Award types in §1.1.1 through 1.1.11 above. 1.3. “Contractor” means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.4. “Data Universal Numbering System (DUNS) Number” means the nine-digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet’s website may be found at: http://fedgov.dnb.com/webform. 1.5. “Entity” means all of the following as defined at 2 CFR part 25, subpart C; 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2. A foreign public entity; 1.5.3. A domestic or foreign non-profit organization; 1.5.4. A domestic or foreign for-profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non-Federal entity. 1.6. “Executive” means an officer, managing partner or any other employee in a management position. 1.7. “Federal Award Identification Number (FAIN)” means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. “FFATA” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the “Transparency Act.” 1.9. “Prime Recipient” means a Colorado State agency or institution of higher education that receives an Award. 1.10. “Subaward” means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient’s support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.11. “Subrecipient” means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non- Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term “Subrecipient” includes and may be referred to as Subgrantee. Exhibit K Page 2 of 6 1.12. “Subrecipient Parent DUNS Number” means the subrecipient parent organization’s 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable. 1.13. “Supplemental Provisions” means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. “System for Award Management (SAM)” means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 1.15. “Total Compensation” means the cash and noncash dollar value earned by an Executive during the Prime Recipient’s or Subrecipient’s preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above-market earnings on deferred compensation which is not tax- qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.16. “Transparency Act” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 “Unique Entity ID” means the Unique Entity ID established by the federal government for a Grantee or Subrecipient at https://sam.gov/content/home . 1.18 “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Exhibit K Page 3 of 6 Requirements for Federal Awards (Title 2 Code of Federal Regulations Part 200). The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 1.19 “Vendor” means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions, all applicable provisions of the Uniform Guidance, and all applicable Federal Laws and regulations required by this Federal Award. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management (SAM), Data Universal Numbering System (DUNS) and UNIQUE ENTITY ID Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor’s information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor’s information. 3.3. Unique Entity ID. Subrecipient shall provide its Unique Entity ID to its Recipient, and shall update Subrecipient’s information at http://www.sam.gov at least annually after the initial registration, and more frequently if required by changes in Subrecipient’s information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $30,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal Exhibit K Page 4 of 6 financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $30,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)or § 6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor’s obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at http://www.colorado.gov/dpa/dfp/sco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de- obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth below. 7.1 To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number + 4 if more than one Exhibit K Page 5 of 6 electronic funds transfer (EFT) account; 7.1.3 Subrecipient Parent DUNS Number; 7.1.4 Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 7.1.5 Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met; and 7.1.6 Subrecipient’s Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract, the following data elements: 7.2.1 Subrecipient’s DUNS Number as registered in SAM. 7.2.2 Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8. Exemptions. 8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 8.3 Effective October 1, 2010, “Award” currently means a grant, cooperative agreement, or other arrangement as defined in Section 1.1 of these Special Provisions. On future dates “Award” may include other items to be specified by OMB in policy memoranda available at the OMB Web site; Award also will include other types of Awards subject to the Transparency Act. 8.4 There are no Transparency Act reporting requirements for Vendors. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. Exhibit K Page 6 of 6 Exhibit L CDOT SUBRECIPIENT RISK ASSESSMENT Generate a pdf version for circulation to others by clicking the Print to PDF button below. Grantee Entity Project Details of Project / Program * Program Awarded * Risk Assessment Exhibit L-Page 1 of 9 Instructions: (See "Instructions" tab for more information) 1. All questions are required to be answered. 2. Utilize the "Comment" section below the last question for additional responses. 3. When complete, check the box at the bottom of the form to authorize. 4. Click the Submit button when ready to submit. 5. A copy of the responses will be emailed to the Assessor Email. Note: Fields marked with * are required. Experience Assessment 1. Is your entity new to operating or managing federal funds (has not done so within the past three years)? * Yes No 2.Is this funding program new for your entity (managed for less than three years)? Examples of funding programs include CMAQ, TAP, STP-M, etc.* Yes No 3.Does your staff assigned to the program have at least three full years of experience with this federal program? * Yes No Monitoring/Audit Assessment 4. Has your entity had an on-site project or grant review from an external entity (e.g., CDOT, FHWA) within the last three years? * Yes No N/A 5a. Were there non-compliance issues in this prior review? * Yes No N/A Operation Assessment 6. Does your entity have a time and effort reporting system in place to account for 100% of all employees' time, that can provide a breakdown of the actual time spent on each funded project? * Yes No Exhibit L-Page 2 of 9 Financial Assessment *Funds "lapse" when they are no longer available for obligation. * Internal Control Assessment 12. Has your entity had any significant changes in key personnel or accounting system(s) in the last year? (e.g., Controller, Exec Director, Program Mgr, Accounting Mgr, etc.) * Yes No N/A 13. Does your entity have financial procedures and controls in place to accommodate a federal-aid (or other federally funded) project? * Yes No 14. Does your accounting system identify the receipts and expenditures of program funds separately for each award? * Yes No 15. Will your accounting system provide for the recording of expenditures for each award by the budget cost categories shown in the approved budget? * Yes No 16. Does your agency have a review process for all expenditures that will ensure that all costs are reasonable, allowable and allocated correctly to each funding source? * Yes No N/A 17. How many total FTE perform accounting functions within your organization? * >=6 2 to 5 <2 Exhibit L-Page 3 of 9 Impact Assessment 18. For this upcoming federal award or in the immediate future, does your entity have any potential conflicts of interest* in accordance with applicable Federal awarding agency policy? (*Any practices, activities or relationships that reasonably appear to be in conflict with the full performance of the Subrecipient's obligations to the State.)* Yes No 19. For this award, has your entity disclosed to CDOT, in writing, violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the award? Select Yes if one or more violation(s) and have either disclosed previously to CDOT or as part of this form. Select No if one or more violation(s) and have not disclosed previously or will not disclose as part of this form. Select N/A if there are no violations.* Yes No N/A Exhibit L-Page 4 of 9 Program Management Assessment 20. Does your entity have a written process/procedure or certification statement approved by your governing board ensuring critical project personnel are capable of effectively managing Federal-aid (or other federally funded) projects? * Yes No N/A 21. Does your entity have written procurement policies or certification statement for consultant selection approved by your governing board in compliance with 23 CFR 172*? (*The Brooks Act requires agencies to promote open competition by advertising, ranking, selecting, and negotiating contracts based on demonstrated competence and qualifications, at a fair and reasonable price.) * Yes No N/A 22a. Is your staff familiar with the relevant CDOT manuals and federal program requirements?* Yes No N/A 22b. Does your entity have a written policy or a certification statement approved by your governing board assuring federal-aid (or other federally funded) projects will receive adequate inspections? * Yes No N/A 22c. Does your entity have a written process or a certification statement approved by your governing board assuring a contractor's work will be completed in conformance with approved plans and specifications? * Yes No N/A 22d. Does your entity have a written policy or certification statement approved by your governing board assuring that materials installed on the projects are sampled and tested per approved processes. * Yes No N/A 22e. Does your entity have a written policy or certification statement approved by your governing board assuring compliance with the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 and implementing regulations on federally funded projects?* Yes No N/A Comments -As needed, include the question number and provide comments related to the above questions. I have confirmed with the Chief Administrative Officer or Chief Financial Officer of this entity to certify that this information is true and correct. * Exhibit L-Page 5 of 9 Instructions and Guide to the SUBRECIPIENT RISK ASSESSMENT (Self Assessment) Definitions GAAP: Generally Accepted Accounting Principles GAAS: Generally Accepted Auditing Standards GAGAS: Generally Accepted Government Auditing Standards Using the Assessment: Experience Assessment Q1. Previous Experience of Subrecipient with managing federal funds Q2. Previous Experience of Subrecipient with funding program Exhibit L- Page 6 of 9 Monitoring/Audit Assessment Operation Assessment Q6. Timesheet Maintenance Financial Assessment Q7. Indirect Cost Rate Whether a non-Federal entity has an indirect cost rate or not, will not impact the overall risk rating on this form. However, if an indirect cost rate will be requested, the non-Federal entity must notify CDOT Audit so that the indirect cost rate can be reviewed and included in the Federal award. Q8. Size of Grant If the funds received from CDOT make up a substantial portion of the entity's overall funding, there is typically a higher risk to the funding if the entity were to have any financial issues. Q9. Lapsed Funds Funds "lapse" when they are no longer utilized or available for obligation. Funds lapse at the end of the applicable fiscal year, unless another date is provided by statute or contract. If a subrecipient has previously allowed funds to lapse they are considered higher risk. Q10. Local Match Difficulty in meeting local match requirements can affect project delivery and is indicative of higher risk. Q11. Total Federal Funds This information is important in deciding how much federal funding makes up the total funding sources for the entity. If an entity manages a small amount, the risk is higher that they will be unfamiliar with the fiscal requirements of accounting for the funds. "Total Federal Funds" includes funds for projects in which your entity administers/performs the work (i.e. construction projects), but not for funds that you pass-through to other entities. Exhibit L-Page 7 of 9 Internal Control Assessment Q12. Significant Changes in Key Personnel Significant changes in key personnel can increase the risk of non-compliance with federal requirements for that entity. For example, a new controller may not be familiar with subaward requirements, or a new executive director could make large changes in the entity that may increase their risk of consistent compliance. Q13. Financial Procedures and Controls Subrecipients with effective written procedures and financial controls, along with staff familiar with CDOT procedures and manuals, will have a lower risk of non-compliance with federal requirements. Q14. Receipts and Expenditures Separated per Each Award Subrecipients with accounting systems in which separate costs are maintained for each award reduce the risk that costs are ineligible due to being comingled and billed to multiple awards more than once. Q15. Recording of Expenditures by Budget Cost Categories Subrecipients with accounting systems that can track costs by award AND by the different types of costs allowed in the award (i.e. labor, sub-consultant/contractor, and materials) reduce the risk that costs are not allocable (see below). Q16. Reasonableness, allowability, allocability Allowability -Expenses charged to a grant must meet the following allowability criteria: a) The costs must be reasonable. b) The costs must be given consistent treatment through application of those generally accepted accounting principles appropriate to the circumstances. c) The costs must conform to any limitations or exclusions set forth in the grant agreement or in the Federal Cost Principles. Allocability: Once allowability criteria have been met, the cost must be evaluated against the criterion of allocability. That is, the cost has been incurred solely to support or advance the work of a specific grant award. It also means the process of assigning a cost, or a group of costs, to one or more cost objectives, is in reasonable and realistic proportion to the benefit provided or other equitable relationship. A cost objective may be a major function of the agency, a particular service or project, a sponsored agreement, or indirect Cost activity. The process may entail assigning a cost(s) directly to a final cost objective or through one or more intermediate cost objectives. Reasonableness: The cost must be able to withstand public scrutiny. (i.e., objective individuals not affiliated with the institution would agree that a cost is appropriate on a grant award or as a component in its indirect cost proposal) Q17. Number of FTEs This is associated with the number (#) of individual grants and amount of funding the entity receives. If the entity only has a small # of grants, then a small # of FTE would generally suffice. However, if the entity has a large # of grants, but only a small # of accounting FTE, then there is a higher risk that the funds may not be accounted for correctly. Exhibit L-Page 8 of 9 Impact Assessment Program Management Assessment Questions #20 -#22 on the Self-Assessment are applicable to construction projects and would not be suitable for use, for example, with planning projects. Cases in which the question does not apply, mark N/A. Q20. Critical Project Personnel If the local entity has a process for ensuring that critical project personnel are qualified to manage federal-aid (or other federally funded) projects, or provide certification statements to this effect, they are at less risk of non-compliance. Q21. Written Procurement Policies The procedures and laws a local entity must follow in obtaining professional consultant services are lengthy and complex. A local entity who has written procedures approved by the entity's governing board for staff or who certify that all laws will be followed is at less risk of non-compliance. Q22. Program Management Questions a - e These questions are intended to ensure an understanding of rules and regulations regarding federal- aid (or other federally funded) projects. A local entity must be able to demonstrate knowledge in these areas in order to be at low risk for non-compliance. General Update Risk Assessment Exhibit L-Page 9 of 9 EXHIBIT M OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”), Federal Register, Vol. 78, No. 248, 78590 The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the FFATA Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. 1.2 “Federal Award” has the meaning, depending on the context, in either paragraph (1) or (2) of this definition: (1)(i) The Federal financial assistance that a recipient receives directly from a Federal agency or indirectly from a pass-through entity, as described in § 200.101; or (ii) The cost-reimbursement contract under the Federal Acquisition Regulation that a non-Federal entity receives directly from a Federal agency or indirectly from a pass-through entity, as described in § 200.101. (2) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (2) of the definition of Federal financial assistance in this section, or the cost-reimbursement contract awarded under the Federal Acquisition Regulations. (3) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate government-owned, contractor-operated (GOCO) facilities. (4) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement, 2 CFR §200.1. 1.3 “Federal Agency” means an “agency” as defined at 5 U.S.C. 551(1) and further clarified by 5 U.S.C. 552(f). The term generally refers to the agency that provides a Federal award directly to a recipient unless the 1 7 context indicates otherwise. See also definitions of Federal award and recipient, 2 CFR §200.1. 1.4 “FFATA” means the Federal Funding Accountability and TransparencyAct of 2006 (Public Law 109-282), as amended by §6202 of Public Law110-252. 1.5 “Grant Agreement” or “Grant” means a legal instrument of financial assistance between a Federal agency and a recipient or between a pass-through entity and a subrecipient, consistent with 31 U.S.C. 6302, 6304 and 2 CFR §200.1: (1) Is used to enter into a relationship, the principal purpose of which is to transfer anything of value to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3); and not to acquire property or services for the Federal agency or pass-through entity's direct benefit or use; (2) Is distinguished from a cooperative agreement in that it does not provide for substantial involvement of the Federal agency in carrying out the activity contemplated by the Federal award. (3) Does not include an agreement that provides only: (i) Direct United States Government cash assistance to an individual; (ii) A subsidy; (iii) A loan; (iv)A loan guarantee; or (v) Insurance. 1.6 “OMB” means the Executive Office of the President, Office of Management and Budget, 2 CFR §200.1. 1.7 “Recipient” means an entity that receives a Federal award directlyfrom a Federal agency to carry out an activity under a Federal program.The term recipient does not include subrecipients or individuals that are participants or beneficiaries of the award, 2 CFR §200.1. 1.8 “State” means the State of Colorado, acting by and through its departments, agencies and institutions of higher education. 1.9 “Subrecipient” means an entity that receives a subaward from a pass-through entity to carry out part of a Federal award. The term subrecipient does not include a beneficiary or participant. A subrecipient may also be a recipient of other Federal awards directly from a Federal agency, 2 CFR §200.1. 1.10 “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Title 2 Code of the Federal Regulations Part 200), which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance 2 7 flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 1.11 “ Uniform Guidance Supplemental Provisions” means these Supplemental Provisions for Federal Awards subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from relevant Federal agencies or the Colorado State Controller. 2 Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including but not limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions automatically shall become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3 Procurement Standards. 3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Triballaws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof. 3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or thevalue of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 4 Access to Records. Subrecipient shall permit Recipient and auditors to have access to Subrecipient’s records and financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance and 2 CFR §200.331(a)(5). 5 Single Audit Requirements. If Subrecipient expends $1,000,000 or more in Federal Awards during Subrecipient’s fiscal year, Subrecipient shall procure or arrange for a program-specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31U.S.C. 7501-7507) and 2 CFR §200.501. 5.1 Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514(Scope of audit), exceptwhen it elects to have a program-specific audit conducted in accordance 3 7 with §200.507 (Program-specific audits). Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awardsunder only one Federal program (excluding research and development)and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program-specific audit. 5.2 Exemption. If Subrecipient expends less than $1,000,000 in Federal Awards during its fiscal year, Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when duein accordance with the Uniform Guidance. Subrecipient shall prepareappropriate financial statements, including the schedule of expendituresof Federal awards in accordance with Uniform Guidance §200.510(Financial statements) and provide the auditor with access to personnel, accounts, books, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Part F-Audit Requirements. 6 Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement. 6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p.339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” “During the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated duringemployment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for 4 7 employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 ofExecutive Order 11246 of September 24, 1965, and shall post copies of the notice inconspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposesof investigation to ascertain compliance with such rules, regulations,and orders. (6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24,1965, or by rule, regulation, or order of the Secretary of Labor, or asotherwise provided bylaw. (7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24,1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontractor purchase order as may be directed bythe Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with,litigation with a subcontractor or vendor as a result of such direction,the contractor may request the United States to enter into such litigation to protect the interests of the United States.” 6.2 Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon 5 7 Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans orGrants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. 6.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” Subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. 6.4 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 6.5 Debarment and Suspension (Executive Orders 12549 and 12689).A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p.189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 6.6 Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required 6 7 certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 7 Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis, 2CFR §200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended, 2 CFR §200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 7.1 Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an event of default under the Grant Agreement (2 CFR §200.339) and the State may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30-day notice period.This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 8 Effective Date. The effective date of the Uniform Guidance is December 26, 2013, 2 CFR §200.110. The procurement standards set forth in Uniform Guidance §§200.317-200.326 are applicable to new Awards made by Recipient as of December 26, 2015. The standards set forth in Uniform Guidance Subpart F-Audit Requirements are applicable to audits of fiscal years beginning on or after December 26, 2014. 9 Performance Measurement. The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards. 2 CFR §200.301 provides guidance to Federal agencies to measure performance in a way that will help the Federal awarding agency and other non-Federal entities to improve program outcomes. The Federal awarding agency is required to provide recipients with clear performance goals, indicators, and milestones (2 CFR §200.210) also, mustrequire the recipient to relate financial data to performance accomplishmentsof the Federal award.= 7 7 Exhibit N Federal Treasury Provisions 1. APPLICABILITY OF PROVISIONS. 1.1. The Grant to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the body of the Grant, or any attachments or exhibits incorporated into and made a part of the Grant, the provisions of these Federal Provisions shall control. 1.2. The State of Colorado is accountable to Treasury for oversight of their subrecipients, including ensuring their subrecipients comply with the SLFRF statute, SLFRF Award Terms and Conditions, Treasury’s Final Rule, and reporting requirements, as applicable. 1.3. Additionally, any subrecipient that issues a subaward to another entity (2nd tier subrecipient), must hold the 2nd tier subrecipient accountable to these provisions and adhere to reporting requirements. 1.4. These Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. “Award” means an award of Federal financial assistance, and the Grant setting forth the terms and conditions of that financial assistance, that a non-Federal Entity receives or administers. 2.1.2. “Entity” means: 2.1.2.1. a Non-Federal Entity; 2.1.2.2. a foreign public entity; 2.1.2.3. a foreign organization; 2.1.2.4. a non-profit organization; 2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only); 2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only); 2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to a non-Federal entity (or 2 CFR 200.1); or 2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only). 2.1.3. “Executive” means an officer, managing partner or any other employee in a management position. 2.1.4. “Expenditure Category (EC)” means the category of eligible uses as defined by the US Department of Treasury in “Appendix 1 of the Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds” report available at www.treasury.gov. Exhibit N-Page 1 of 15 Version 1.31.23 2.1.5. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR 200.1 2.1.6. “Grant” means the Grant to which these Federal Provisions are attached. 2.1.7. “Grantee” means the party or parties identified as such in the Grant to which these Federal Provisions are attached. 2.1.8. “Non-Federal Entity means a State, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a Federal Award as a Recipient or a Subrecipient. 2.1.9. “Nonprofit Organization” means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: 2.1.9.1. Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; 2.1.9.2. Is not organized primarily for profit; and 2.1.9.3. Uses net proceeds to maintain, improve, or expand the operations of the organization. 2.1.10. “OMB” means the Executive Office of the President, Office of Management and Budget. 2.1.11. “Pass-through Entity” means a non-Federal Entity that provides a Subaward to a Subrecipient to carry out part of a Federal program. 2.1.12. “Prime Recipient” means the Colorado State agency or institution of higher education identified as the Grantor in the Grant to which these Federal Provisions are attached. 2.1.13. “Subaward” means an award by a Prime Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Subaward unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR 200.101. The term does not include payments to a Contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.14. “Subrecipient” or “Subgrantee” means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term does not include an individual who is a beneficiary of a federal program. 2.1.15. “System for Award Management (SAM)” means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. “Total Compensation” means the cash and noncash dollar value earned by an Executive during the Prime Recipient’s or Subrecipient’s preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a)) and includes the following: 2.1.15.1. Salary and bonus; 2.1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the Exhibit N-Page 2 of 15 Version 1.31.23 3. 4. 5. fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 2.1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.15.4. Change in present value of defined benefit and actuarial pension plans; 2.1.15.5. Above-market earnings on deferred compensation which is not tax-qualified; 2.1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 2.1.16. “Transparency Act” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. 2.1.17. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards(Title 2 Code of Federal Regulations Part 200). The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 2.1.18. “Unique Entity ID” means the Unique Entity ID established by the federal government for a Grantee at https://sam.gov/content/home. COMPLIANCE. 3.1. Grantee shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, and all applicable Federal Laws and regulations required by this Federal Award Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado, at its discretion, may provide written notification to Grantee of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3.2. Per US Treasury Final Award requirements, grantee programs or services must not include a term or conditions that undermines efforts to stop COVID-19 or discourages compliance with recommendations and CDC guidelines. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID (UEI) REQUIREMENTS. 4.1. SAM. Grantee shall maintain the currency of its information in SAM until the Grantee submits the final financial report required under the Award or receives final payment, whichever is later. Grantee shall review and update SAM information at least annually. 4.2. UEI. Grantee shall provide its Unique Entity ID to its Prime Recipient, and shall update Grantee’s information in Sam.gov at least annually. TOTAL COMPENSATION. 5.1. Grantee shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more; and 5.1.2. In the preceding fiscal year, Grantee received: Exhibit N-Page 3 of 15 Version 1.31.23 5.1.2.1. 80% or more of its annual gross revenues from Federal procurement Agreements and Subcontractors and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement Agreements and Subcontractors and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.3. 5.1.2.3 The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 6. REPORTING. 6.1. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee shall report data elements to SAM and to the Prime Recipient as required in this Exhibit. No direct payment shall be made to Grantee for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Grant price. The reporting requirements in this Exhibit are based on guidance from the OMB, and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Grant and shall become part of Grantee’s obligations under this Grant. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR FEDERAL REPORTING. 7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de-obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. If the total award is below $30,000 no reporting required; if more than $30,000 and less than $50,000 then FFATA reporting is required; and, $50,000 and above SLFRF reporting is required. 7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. 8.1. Grantee shall report as set forth below. 8.1.1. Grantee shall use the SLFRF Subrecipient Quarterly Report Workbook as referenced in Exhibit P to report to the State Agency within ten (10) days following each quarter ended September, December, March and June. Additional information on specific requirements are detailed in the SLFRF Subrecipient Quarterly Report Workbooks and "Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. Exhibit N-Page 4 of 15 Version 1.31.23 EC 1 – Public Health All Public Health Projects a) Description of structure and objectives b) Description of relation to COVID-19 c) Identification of impacted and/or disproportionately impacted communities d) Capital Expenditures i. Presence of capital expenditure in project ii. Total projected capital expenditure iii. Type of capital expenditure iv. Written justification v. Labor reporting COVID-19 Interventions and Mental Health (1.4, 1.11, 1.12, 1.13) a) Amount of total project used for evidence-based programs b) Evaluation plan description COVID-19 Small Business Economic Assistance (1.8) a) Number of small businesses served COVID-19 Assistance to Non-Profits (1.9) a) Number of non-profits served COVID-19 Aid to Travel, Tourism, and Hospitality or Other Impacted Industries (1.10) a) Sector of employer b) Purpose of funds EC 2 – Negative Economic Impacts All Negative Economic Impacts Projects a) Description of project structure and objectives b) Description of project’s response to COVID-19 c) Identification of impacted and/or disproportionately impacted communities d) Amount of total project used for evidence-based programs and description of evaluation plan (not required for 2.5, 2.8, 2.21-2.24, 2.27-2.29, 2.31, 2.34-2.36) e) Number of workers enrolled in sectoral job training programs f) Number of workers completing sectoral job training programs g) Number of people participating in summer youth employment programs h) Capital Expenditures i. Presence of capital expenditure in project ii. Total projected capital expenditure iii. Type of capital expenditure iv. Written justification v. Labor reporting Household Assistance (2.1-2.8) a) Number of households served Exhibit N-Page 5 of 15 Version 1.31.23 b) Number of people or households receiving eviction prevention services (2.2 & 2.5 only) (Federal guidance may change this requirement in July 2022) c) Number of affordable housing units preserved or developed (2.2 & 2.5 only) (Federal guidance may change this requirement in July 2022) Healthy Childhood Environments (2.11-2.13) a) Number of children served by childcare and early learning (Federal guidance may change this requirement in July 2022) b) Number of families served by home visiting (Federal guidance may change this requirement in July 2022) Education Assistance (2.14, 2.24-2.27) a) National Center for Education Statistics (“NCES”) School ID or NCES District ID b) Number of students participating in evidence-based programs (Federal guidance may change this requirement in July 2022) Housing Support (2.15, 2.16, 2.18) a) Number of people or households receiving eviction prevention services (Federal guidance may change this requirement in July 2022) b) Number of affordable housing units preserved or developed (Federal guidance may change this requirement in July 2022) Small Business Economic Assistance (2.29-2.33) a) Number of small businesses served Assistance to Non-Profits (2.34) a) Number of non-profits served Aid to Travel, Tourism, and Hospitality or Other Impacted Industries (2.35-2.36) a) Sector of employer b) Purpose of funds c) If other than travel, tourism and hospitality (2.36) – description of hardship EC 3 – Public Health – Negative Economic Impact: Public Sector Capacity Payroll for Public Health and Safety Employees (EC 3.1) a) Number of government FTEs responding to COVID-19 Rehiring Public Sector Staff (EC 3.2) a) Number of FTEs rehired by governments EC 4 – Premium Pay All Premium Pay Projects a) List of sectors designated as critical by the chief executive of the jurisdiction, if beyond those listed in the final rule b) Numbers of workers served c) Employer sector for all subawards to third-party employers d) Written narrative justification of how premium pay is responsive to essential work during the public health emergency for non-exempt workers or those making over 150 percent of the state/county’s average annual wage Exhibit N-Page 6 of 15 Version 1.31.23 e) Number of workers to be served with premium pay in K-12 schools EC 5 – Infrastructure Projects All Infrastructure Projects a) Projected/actual construction start date (month/year) b) Projected/actual initiation of operations date (month/year) c) Location (for broadband, geospatial data of locations to be served) d) Projects over $10 million i. Prevailing wage certification or detailed project employment and local impact report ii. Project labor agreement certification or project workforce continuity plan iii. Prioritization of local hires iv. Community benefit agreement description, if applicable Water and sewer projects (EC 5.1-5.18) a) National Pollutant Discharge Elimination System (NPDES) Permit Number (if applicable; for projects aligned with the Clean Water State Revolving Fund) b) Public Water System (PWS) ID number (if applicable; for projects aligned with the Drinking Water State Revolving Fund) c) Median Household Income of service area d) Lowest Quintile Income of the service area Broadband projects (EC 5.19-5.21) a) Confirm that the project is designed to, upon completion, reliably meet or exceed symmetrical 100 Mbps download and upload speeds. i. If the project is not designed to reliably meet or exceed symmetrical 100 Mbps download and upload speeds, explain why not, and ii. Confirm that the project is designed to, upon completion, meet or exceed 100 Mbps download speed and between at least 20 Mbps and 100 Mbps upload speed, and be scalable to a minimum of 100 Mbps download speed and 100 Mbps upload speed. b) Additional programmatic data will be required for broadband projects and will be defined in a subsequent version of the US Treasury Reporting Guidance, including, but not limited to (Federal guidance may change this requirement in July 2022): i. Number of households (broken out by households on Tribal lands and those not on Tribal lands) that have gained increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, with the number of households with access to minimum speed standard of reliable 100 Mbps symmetrical upload and download and number of households with access to minimum speed standard of reliable 100 Mbps download and 20 Mbps upload ii. Number of institutions and businesses (broken out by institutions on Tribal lands and those not on Tribal lands) that have projected increased access to broadband meeting the minimum speed standards in areas that previously Exhibit N-Page 7 of 15 Version 1.31.23 lacked access to service of at least 25 Mbps download and 3 Mbps upload, in each of the following categories: business, small business, elementary school, secondary school, higher education institution, library, healthcare facility, and public safety organization, with the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps symmetrical upload and download; and number of each type of institution with access to the minimum speed standard of reliable 100 Mbps download and 20 Mbps upload. iii. Narrative identifying speeds/pricing tiers to be offered, including the speed/pricing of its affordability offering, technology to be deployed, miles of fiber, cost per mile, cost per passing, number of households (broken out by households on Tribal lands and those not on Tribal lands) projected to have increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, number of households with access to minimum speed standard of reliable 100 Mbps symmetrical upload and download, number of households with access to minimum speed standard of reliable 100 Mbps download and 20 Mbps upload, and number of institutions and businesses (broken out by institutions on Tribal lands and those not on Tribal lands) projected to have increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, in each of the following categories: business, small business, elementary school, secondary school, higher education institution, library, healthcare facility, and public safety organization. Specify the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps symmetrical upload and download; and the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps download and 20 Mbps upload. All Expenditure Categories a) Program income earned and expended to cover eligible project costs 8.1.2. A Subrecipient shall report the following data elements to Prime Recipient no later than five days after the end of the month following the month in which the Subaward was made. 8.1.2.1. Subrecipient Unique Entity ID; 8.1.2.2. Subrecipient Unique Entity ID if more than one electronic funds transfer (EFT) account; 8.1.2.3. Subrecipient parent’s organization Unique Entity ID; 8.1.2.4. Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; Exhibit N-Page 8 of 15 Version 1.31.23 8.1.2.5. Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.2.6. Subrecipient’s Total Compensation of top 5 most highly compensated Executives if the criteria in §4 above met. 8.1.3. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, the following data elements: 8.1.3.1. Subrecipient’s Unique Entity ID as registered in SAM. 8.1.3.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8.1.3.3. Narrative identifying methodology for serving disadvantaged communities. See the "Project Demographic Distribution" section in the "Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. This requirement is applicable to all projects in Expenditure Categories 1 and 2. 8.1.3.4. Narrative identifying funds allocated towards evidenced-based interventions and the evidence base. See the “Use of Evidence” section in the “Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds” report available at www.treasury.gov. See section 8.1.1 for relevant Expenditure Categories. 8.1.3.5. Narrative describing the structure and objectives of the assistance program and in what manner the aid responds to the public health and negative economic impacts of COVID-19. This requirement is applicable to Expenditure Categories 1 and 2. For aid to travel, tourism, and hospitality or other impacted industries (EC 2.11- 2.12), also provide the sector of employer, purpose of funds, and if not travel, tourism and hospitality a description of the pandemic impact on the industry. 8.1.3.6. Narrative identifying the sector served and designated as critical to the health and well-being of residents by the chief executive of the jurisdiction and the number of workers expected to be served. For groups of workers (e.g., an operating unit, a classification of worker, etc.) or, to the extent applicable, individual workers, other than those where the eligible worker receiving premium pay is earning (with the premium pay included) below 150 percent of their residing state or county’s average annual wage for all occupations, as defined by the Bureau of Labor Statistics Occupational Employment and Wage Statistics, whichever is higher, OR the eligible worker receiving premium pay is not exempt from the Fair Labor Standards Act overtime provisions, include justification of how the premium pay or grant is responsive to workers performing essential work during the public health emergency. This could include a description of the essential workers' duties, health or financial risks faced due to COVID-19 but should not include personally identifiable information. This requirement applies to EC 4.1, and 4.2. 8.1.3.7. For infrastructure projects (EC 5), or capital expenditures in any expenditure category, narrative identifying the projected construction start date (month/year), projected initiation of operations date (month/year), and location (for broadband, geospatial location data). For projects over $10 million: 8.1.3.8. Certification that all laborers and mechanics employed by Contractors and Subcontractors in the performance of such project are paid wages at rates not less Exhibit N-Page 9 of 15 Version 1.31.23 than those prevailing, as determined by the U.S. Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code (commonly known as the "Davis-Bacon Act"), for the corresponding classes of laborers and mechanics employed on projects of a character similar to the Agreement work in the civil subdivision of the State (or the District of Columbia) in which the work is to be performed, or by the appropriate State entity pursuant to a corollary State prevailing-wage-in-construction law (commonly known as "baby Davis-Bacon Acts"). If such certification is not provided, a recipient must provide a project employment and local impact report detailing (1) the number of employees of Contractors and sub-contractors working on the project; (2) the number of employees on the project hired directly and hired through a third party; (3) the wages and benefits of workers on the project by classification; and (4) whether those wages are at rates less than those prevailing. Recipients must maintain sufficient records to substantiate this information upon request. 8.1.3.8.1. A Subrecipient may provide a certification that a project includes a project labor agreement, meaning a pre-hire collective bargaining agreement consistent with section 8(f) of the National Labor Relations Act (29 U.S.C. 158(f)). If the recipient does not provide such certification, the recipient must provide a project workforce continuity plan, detailing: (1) how the Subrecipient will ensure the project has ready access to a sufficient supply of appropriately skilled and unskilled labor to ensure high-quality construction throughout the life of the project; (2) how the Subrecipient will minimize risks of labor disputes and disruptions that would jeopardize timeliness and cost- effectiveness of the project; and (3) how the Subrecipient will provide a safe and healthy workplace that avoids delays and costs associated with workplace illnesses, injuries, and fatalities; (4) whether workers on the project will receive wages and benefits that will secure an appropriately skilled workforce in the context of the local or regional labor market; and (5) whether the project has completed a project labor agreement. 8.1.3.8.2. Whether the project prioritizes local hires. 8.1.3.8.3. Whether the project has a Community Benefit Agreement, with a description of any such agreement. 8.1.4. Subrecipient also agrees to comply with any reporting requirements established by the US Treasury, Governor’s Office and Office of the State Controller. The State of Colorado may need additional reporting requirements after this agreement is executed. If there are additional reporting requirements, the State will provide notice of such additional reporting requirements via Exhibit Q – SLFRF Reporting Modification Form. Exhibit N-Page 10 of 15 Version 1.31.23 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and applicable regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through 200.327 thereof. 9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all Agreements and purchase orders for work or products under this award. 9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State, its Contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247, that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 10. ACCESS TO RECORDS. 10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access to Subrecipient’s records and financial statements as necessary for Recipient to meet the requirements of 2 CFR 200.332 (Requirements for pass-through entities), 2 CFR 200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 11. SINGLE AUDIT REQUIREMENTS. 11.1. If a Subrecipient expends $1,000,000 or more in Federal Awards during the Subrecipient’s fiscal year, the Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501. Exhibit N-Page 11 of 15 Version 1.31.23 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program- specific audit conducted in accordance with 2 CFR 200.507 (Program-specific audits). The Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program’s statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program- specific audit. 11.1.2. Exemption. If a Subrecipient expends less than $1,000,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Subpart F-Audit Requirements. 12. GRANT PROVISIONS FOR SUBRECIPIENT AGREEMENTS. 12.1. In addition to other provisions required by the Federal Awarding Agency or the Prime Recipient, Grantees that are Subrecipients shall comply with the following provisions. Subrecipients shall include all of the following applicable provisions in all Subcontractors entered into by it pursuant to this Grant. 12.1.1. [Applicable to federally assisted construction Agreements.] Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all Agreements that meet the definition of “federally assisted construction Agreement” in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, Office of Federal Agreement Compliance Programs, Equal Employment Opportunity, Department of Labor. 12.1.2. [Applicable to on-site employees working on government-funded construction, alteration and repair projects.] Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141- 3148). Exhibit N-Page 12 of 15 Version 1.31.23 12.1.3. Rights to Inventions Made Under a grant or agreement. If the Federal Award meets the definition of “funding agreement” under 37 CFR 401.2 (a) and the Prime Recipient or Subrecipient wishes to enter into an Agreement with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Prime Recipient or Subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Agreements and Cooperative Agreements,” and any implementing regulations issued by the Federal Awarding Agency. 12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Agreements and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal awardees to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Awarding Agency and the Regional Office of the Environmental Protection Agency (EPA). 12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A Agreement award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in SAM, in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 12.1.6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal Agreement, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 12.1.7. Never Contract with the Enemy (2 CFR 200.215). Federal awarding agencies and recipients are subject to the regulations implementing “Never Contract with the Enemy” in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered Agreements, grants and cooperative agreements that are expected to exceed $50,000 within the period of performance, are performed outside the United States and its territories, and are in support of a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 12.1.8. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending loan or grant funds on certain telecommunications and video surveillance services or equipment pursuant to 2 CFR 200.216. Exhibit N-Page 13 of 15 Version 1.31.23 12.1.9. Title VI of the Civil Rights Act. The Subgrantee, Contractor, Subcontractor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Agreement (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S. C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CRF Part 22, and herein incorporated by reference and made part of this Agreement or agreement. 13. CERTIFICATIONS. 13.1. Subrecipient Certification. Subrecipient shall sign a “State of Colorado Agreement with Recipient of Federal Recovery Funds” Certification Form in Exhibit E and submit to State Agency with signed grant agreement. 13.2. Unless prohibited by Federal statutes or regulations, Prime Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 14. EXEMPTIONS. 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A Grantee with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 15. EVENT OF DEFAULT AND TERMINATION. 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Grant and the State of Colorado may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30-day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part as follows: 15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-Federal Entity fails to comply with the terms and conditions of a Federal Award; 15.2.2. By the Federal awarding agency or Pass-through Entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; Exhibit N-Page 14 of 15 Version 1.31.23 15.2.3. By the Federal awarding agency or Pass-through Entity with the consent of the Non- Federal Entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; 15.2.4. By the Non-Federal Entity upon sending to the Federal Awarding Agency or Pass- through Entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal Awarding Agency or Pass-through Entity determines in the case of partial termination that the reduced or modified portion of the Federal Award or Subaward will not accomplish the purposes for which the Federal Award was made, the Federal Awarding Agency or Pass-through Entity may terminate the Federal Award in its entirety; or 15.2.5. By the Federal Awarding Agency or Pass-through Entity pursuant to termination provisions included in the Federal Award. Exhibit N-Page 15 of 15 Version 1.31.23 EXHIBIT O AGREEMENT WITH SUBSUBRECIPIENT OF FEDERAL RECOVERY FUNDS Section 602(b) of the Social Security Act (the Act), as added by section 9901 of the American Rescue Plan Act (ARPA), Pub. L. No. 117-2 (March 11, 2021), authorizes the Department of the Treasury (Treasury) to make payments to certain Subrecipients from the Coronavirus State Fiscal Recovery Fund. The State of Colorado has signed and certified a separate agreement with Treasury as a condition of receiving such payments from the Treasury. This agreement is between your organization and the State and your organization is signing and certifying the same terms and conditions included in the State’s separate agreement with Treasury. Your organization is referred to as a Subrecipient. As a condition of your organization receiving federal recovery funds from the State, the authorized representative below hereby (i) certifies that your organization will carry out the activities listed in section 602(c) of the Act and (ii) agrees to the terms attached hereto. Your organization also agrees to use the federal recovery funds as specified in bills passed by the General Assembly and signed by the Governor. Under penalty of perjury, the undersigned official certifies that the authorized representative has read and understood the organization’s obligations in the Assurances of Compliance and Civil Rights Requirements, that any information submitted in conjunction with this assurances document is accurate and complete, and that the organization is in compliance with the nondiscrimination requirements. Subrecipient Name __________________________________ Authorized Representative: _______________________________ Title: __________________________________ Signature: ___________________________ Exhibit O -Page 1 of 9 AGREEMENT WITH SUBRECIPIENT OF FEDERAL RECOVERY FUNDS TERMS AND CONDITIONS Use of Funds. a. Subrecipient understands and agrees that the funds disbursed under this award may only be used in compliance with section 602(c) of the Social Security Act (the Act) and Treasury’s regulations implementing that section and guidance. b. Subrecipient will determine prior to engaging in any project using this assistance that it has the institutional, managerial, and financial capability to ensure proper planning, management, and completion of such project. Period of Performance. The period of performance for this award begins on the date hereof and ends on December 31, 2026. As set forth in Treasury’s implementing regulations, Subrecipient may use award funds to cover eligible costs incurred during the period that begins on March 3, 2021, and ends on December 31, 2024. Reporting. Subrecipient agrees to comply with any reporting obligations established by Treasury as they relate to this award. Subrecipient also agrees to comply with any reporting requirements established by the Governor’s Office and Office of the State Controller. Maintenance of and Access to Records a. Subrecipient shall maintain records and financial documents sufficient to evidence compliance with section 602(c), Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Subrecipient in order to conduct audits or other investigations. c. Records shall be maintained by Subrecipient for a period of five (5) years after all funds have been expended or returned to Treasury, whichever is later. Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award. Administrative Costs. Subrecipient may use funds provided under this award to cover both direct and indirect costs. Subrecipient shall follow guidance on administrative costs issued by the Governor’s Office and Office of the State Controller. Cost Sharing. Cost sharing or matching funds are not required to be provided by Subrecipient. Conflicts of Interest. The State of Colorado understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c) and that such conflict of interest policy Exhibit O -Page 2 of 9 is applicable to each activity funded under this award. Subrecipient and Contractors must disclose in writing to the Office of the State Controller or the pass-through entity, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112. The Office of the State Controller shall disclose such conflict to Treasury. Compliance with Applicable Law and Regulations. a. Subrecipient agrees to comply with the requirements of section 602 of the Act, regulations adopted by Treasury pursuant to section 602(f) of the Act, and guidance issued by Treasury regarding the foregoing. Subrecipient also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and Subrecipient shall provide for such compliance by other parties in any agreements it enters into with other parties relating to this award. b. Federal regulations applicable to this award include, without limitation, the following: i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F – Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. iv. OMB Guidelines to Agencies on Government wide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (Agreements and Subcontractors described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. v. Subrecipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. vi. Government wide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. vii. New Restrictions on Lobbying, 31 C.F.R. Part 21. viii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. Exhibit O -Page 3 of 9 ix. Generally applicable federal environmental laws and regulations. c. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance; ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance; iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. Remedial Actions. In the event of Subrecipient’s noncompliance with section 602 of the Act, other applicable laws, Treasury’s implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 602(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 602(e) of the Act and any additional payments may be subject to withholding as provided in sections 602(b)(6)(A)(ii)(III) of the Act, as applicable. Hatch Act. Subrecipient agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C.§§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance. False Statements. Subrecipient understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or Agreements, and/or any other remedy available by law. Exhibit O -Page 4 of 9 Publications. Any publications produced with funds from this award must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number SLFRF0126 awarded to the State of Colorado by the U.S. Department of the Treasury.” Debts Owed the Federal Government. a. Any funds paid to the Subrecipient (1) in excess of the amount to which the Subrecipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused; or (3) that are determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D) of the Act and have not been repaid by the Subrecipient shall constitute a debt to the federal government. b. Any debts determined to be owed to the federal government must be paid promptly by Subrecipient. A debt is delinquent if it has not been paid by the date specified in Treasury’s initial written demand for payment, unless other satisfactory arrangements have been made or if the Subrecipient knowingly or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt. Disclaimer. a. The United States expressly disclaims any and all responsibility or liability to Subrecipient or third persons for the actions of Subrecipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any other losses resulting in any way from the performance of this award or any Agreement, or Subcontractor under this award. b. The acceptance of this award by Subrecipient does not in any way establish an agency relationship between the United States and Subrecipient. Protections for Whistleblowers. a. In accordance with 41 U.S.C. § 4712, Subrecipient may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal Agreement or grant, a gross waste of federal funds, an abuse of authority relating to a federal Agreement or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal Agreement (including the competition for or negotiation of an Agreement) or grant. b. The list of persons and entities referenced in the paragraph above includes the following: i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General; Exhibit O -Page 5 of 9 iii. The Government Accountability Office; iv. A Treasury employee responsible for Agreement or grant oversight or management; v. An authorized official of the Department of Justice or other law enforcement agency; vi. A court or grand jury; or vii. A management official or other employee of Subrecipient, Contractor, or Subcontractor who has the responsibility to investigate, discover, or address misconduct. c. Subrecipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Subrecipient should encourage its Contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company- owned, rented or personally owned vehicles. 18.Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Subrecipient should encourage its employees, Subrecipients, and Contractors to adopt and enforce policies that ban text messaging while driving, and Subrecipient should establish workplace safety policies to decrease accidents caused by distracted drivers. Exhibit O -Page 6 of 9 ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 As a condition of receipt of federal financial assistance from the Department of the Treasury, the Subrecipient provides the assurances stated herein. The federal financial assistance may include federal grants, loans and Agreements to provide assistance to the Subrecipient’s beneficiaries, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass Agreements of guarantee or insurance, regulated programs, licenses, procurement Agreements by the Federal government at market value, or programs that provide direct benefits. The assurances apply to all federal financial assistance from or funds made available through the Department of the Treasury, including any assistance that the Subrecipient may request in the future. The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Subrecipient’s program(s) and activity(ies), so long as any portion of the Subrecipient’s program(s) or activity(ies) is federally assisted in the manner prescribed above. 1. Subrecipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal financial assistance, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance documents. 2. Subrecipient acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP). Subrecipient understands that denying a person access to its programs, services, and activities because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Accordingly, Subrecipient shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. Subrecipient understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the Subrecipient’s programs, services, and activities. 3. Subrecipient agrees to consider the need for language services for LEP persons when Subrecipient develops applicable budgets and conducts programs, services, and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps to provide meaningful access for LEP persons, please visit http://www.lep.gov. Exhibit O -Page 7 of 9 4. Subrecipient acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Subrecipient and Subrecipient’s successors, transferees, and assignees for the period in which such assistance is provided. 5. Subrecipient acknowledges and agrees that it must require any sub-grantees, contractors, subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and agrees to incorporate the following language in every Agreement or agreement subject to Title VI and its regulations between the Subrecipient and the Subrecipient’s sub-grantees, Contractors, Subcontractors, successors, transferees, and assignees: The sub-grantee, Contractor, Subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits Subrecipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Agreement (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this Agreement or agreement. 6. Subrecipient understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Subrecipient, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Subrecipient for the period during which it retains ownership or possession of the property. 7. Subrecipient shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. The Subrecipient shall comply with information requests, on-site compliance reviews and reporting requirements. 8. Subrecipient shall maintain a complaint log and inform the Department of the Treasury of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Subrecipient also must inform the Department of the Treasury if Subrecipient has received no complaints under Title VI. 9. Subrecipient must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Subrecipient and the administrative agency that made the finding. If the Subrecipient settles a case or matter alleging such discrimination, the Subrecipient must provide documentation of the settlement. If Subrecipient has not been the subject of any court or administrative agency finding of Exhibit O -Page 8 of 9 discrimination, please so state. 10. If the Subrecipient makes sub-awards to other agencies or other entities, the Subrecipient is responsible for ensuring that sub-Subrecipients also comply with Title VI and other applicable authorities covered in this document State agencies that make sub-awards must have in place standard grant assurances and review procedures to demonstrate that that they are effectively monitoring the civil rights compliance of sub-Subrecipients. The United States of America has the right to seek judicial enforcement of the terms of this assurances document and nothing in this document alters or limits the federal enforcement measures that the United States may take in order to address violations of this document or applicable federal law. Exhibit O -Page 9 of 9 EXHIBIT P SLFRF SUBRECIPIENT QUARTERLY REPORT 1. SLFRF SUBRECIPIENT QUARTERLY REPORT WORKBOOK 1.1 The SLFRF Subrecipient Quarterly Report Workbook must be submitted to the State Agency within ten (10) days following each quarter ended September, December, March and June. The SLFRF Subrecipient Quarterly Report Workbook can be foundat: https://osc.colorado.gov/american-rescue-plan-act (see SLFRF Grant Agreement Templates tab) Exhibit P -Page 1 of 1 _________________ __________________ ___________________ __________________ EXHIBIT Q SAMPLE SLFRF REPORTING MODIFICATION FORM Local Agency: Agreement No: Project Title: Project No: Project Duration: To: From: State Agency: CDOT This form serves as notification that there has been a change to the reporting requirements set forth in the original SLFRF Grant Agreement. The following reporting requirements have been (add/ remove additional rows as necessary): Updated Reporting Requirement (Add/Delete/Modify) By signing this form, the Local Agency agrees to and acknowledges the changes to the reporting requirements set forth in the original SLFRF Grant Agreement. All other terms and conditions of the original SLFRF Grant Agreement, with any approved modifications, remain in full force and effect. Grantee shall submit this form to the State Agency within 10 business days of the date sent by that Agency. Local Agency Date CDOT Program Manager Date Exhibit R APPLICABLE FEDERAL AWARDS FEDERAL AWARD(S) APPLICABLE TO THIS GRANT AWARD Federal Awarding Office US Department of the Treasury Grant Program Coronavirus State and Local Fiscal Recovery Funds Assistance Listing Number 21.027 Federal Award Number SLFRP0126 Federal Award Date * May 18, 2021 Federal Award End Date December 31, 2024 Federal Statutory Authority Title VI of the Social Security Act, Section 602 Total Amount of Federal Award (this is not the amount of this grant agreement) $3,828,761,790 * Funds may not be available through the Federal Award End Date subject to the provisions in §2 and §5 below. Exhibit R -Page 1 of 1 EXHIBIT S PII Certification STATE OF COLORADO LOCAL AGENCY CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § 24-74-105, C.R.S., I, _________________, on behalf of __________________________ (legal name of Local Agency) (the “Local Agency”), hereby certify under the penalty of perjury that the Local Agency has not and will not use or disclose any Personal Identifying Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or State law, or to comply with a court-issued subpoena, warrant or order. I hereby represent and certify that I have full legal authority to execute this certification on behalf of the Local Agency. Signature: __________________________ Printed Name: __________________________ Title: __________________________ Date: ___________ Exhibit S-Page 1 of 1 EXHIBIT T CHECKLIST OF REQUIRED EXHIBITS DEPENDENT ON FUNDING SOURCE Checklist for required exhibits due to funding sources. Required Exhibits are dependent on the source of funding. This is a guide to assist in the incorporation and completion of Exhibits in relation to funding sources. Exhibit Funding only from FHWA Funding only from ARPA FHWA and ARPA Funding EXHIBIT A,  EXHIBIT B SAMPLE OPTION  EXHIBIT C,  EXHIBIT D, LOCAL AGENCY RESOLUTION (IF  EXHIBIT E, LOCAL AGENCY AGREEMENT ADMINISTRATION  EXHIBIT F, CERTIFICATION FOR FEDERAL-AID  EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE  EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT  EXHIBIT I, FEDERAL-AID AGREEMENT PROVISIONS FOR CONSTRUCTION  EXHIBIT J, ADDITIONAL FEDERAL  Exhibit T -Page 1 of 2 EXHIBIT K, FFATA SUPPLEMENTAL  EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT  EXHIBIT M, OMB UNIFORM GUIDANCE FOR  EXHIBIT N, FEDERAL TREASURY  EXHIBIT O, AGREEMENT WITH SUBRECIPIENT OF FEDERAL RECOVERY  EXHIBIT P, SLFRF SUBRECIPIENT  EXHIBIT Q SLFRF REPORTING  EXHIBIT R, APPLICABLE FEDERAL  EXHIBIT S,  EXHIBIT T, CHECKLIST OF REQUIRED EXHIBITS DEPENDENT ON  Exhibit T -Page 2 of 2 The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Paul Fetherston, Internal Services Director Laura Blevins, Grants Specialist Department: Internal Services Date: June 9, 2026 Subject: Resolution 70-26 Authorization to Execute Pre-Award Grant Documents – Congressionally Directed Spending (CDS) Award through the United States Department of Agriculture (USDA) for a New Public Safety Facility Type: Grant Objective: To obtain authorization for the Mayor to execute required pre-award forms associated with the Congressionally Directed Spending award through the USDA so the Town may receive the Intergovernmental Agreement (IGA) for consideration of acceptance of the $1,000,000 Public Safety Facility grant award. Present Situation: The Town’s request for Congressionally Directed Spending to support the design and construction of a new public safety facility was approved in November 2025 in the amount of $1,000,000. Administration of the grant award and Intergovernmental Agreement (IGA) is being processed through the United States Department of Agriculture (USDA). Prior to issuance of the official IGA, the USDA requires completion and signature of several pre-award forms by an “Authorized Representative.” Under Town Grant Policy 616, formal acceptance of the grant agreement is an action of the Town Board. The following items pertaining to the application packet (attached) will be completed/ signed by staff: • Application for Federal Assistance SF-424 • Disclosure of Lobbying Activities • Certification Regarding Lobbying The following items pertaining to the application packet (attached) require a signature by an authorized/ certifying official. In these cases, staff seek Town Board authorization of the Mayor as the Town’s authorized/ certifying official for purposes of signing. • Assurances – Construction Program • Compliance with RD 1900-D – Identifying and Reporting Rural Development Assistance to Rural Development Employees, Relatives and Associates (Two Documents) • Applicant’s Feasibility Report • Certification Approval Completion of these preliminary forms is necessary for the USDA to release the official IGA to the Town for Board consideration. Proposal: Authorize the Mayor, on behalf of the Town Board, to execute the required USDA pre- award forms as the Town’s “Authorized Representative” for the Public Safety Facility grant. Advantages: Approval of this authorization will allow the USDA grant process to move forward and enable the Town to receive the official IGA for Town Board review and consideration. Disadvantages: If the required pre-award forms are not completed and signed, the USDA will not issue the IGA to the Town. Action Recommended: Authorize the Mayor to complete and sign the required USDA pre-award grant forms for the Public Safety Facility project. Finance/Resource Impact: There is no direct financial or resource impact associated with this authorization request. Any financial obligations or impacts related to the grant agreement will be presented to the Town Board upon receipt of the official IGA. It is important to note that as the Town Board moves forward with and through the grant process in support of the design and construction of a new public safety facility that the Town’s acceptance and expenditure of grant funds constitute a representation to the grantor that the project will be completed. In the event the Town elects not to advance or complete construction of a new public safety facility using the awarded funds, the Town may be required to repay any grant funds that have been distributed and expended. Level of Public Interest: There is public interest in seeking and utilizing grant funds for construction of a new public safety facility. Sample Motion: I move for the approval/denial of Resolution 70-26. Attachments: 1. Resolution 70-26 2. Pre-Grant forms RESOLUTION 70-26 AUTHORIZING THE MAYOR TO EXECUTE PRE-AWARD GRANT DOCUMENTS ASSOCIATED WITH THE CONGRESSIONALLY DIRECTED SPENDING AWARD THROUGH THE UNITED STATES DEPARTMENT OF AGRICULTURE (USDA) FOR A NEW PUBLIC SAFETY FACILITY WHEREAS, the Town of Estes Park has been selected to receive a Congressionally Directed Spending (CDS) award in the amount of $1,000,000 through the United States Department of Agriculture (USDA) to support the design and construction of a new public safety facility; and WHEREAS, the Town Board has previously identified and designated a Town owned parcel of land on Community Drive for the development of a new public safety facility; and WHEREAS, in order to receive and advance the CDS funding, the USDA requires the completion and execution of certain pre-award forms and related documentation; and WHEREAS, the Town Board finds it to be in the best interest of the Town to authorize the Mayor to execute such documents in order to facilitate the timely acceptance of these funds and advancement of the project. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board approves, and authorizes the Mayor to sign, all pre-award grant forms, certifications, assurances, and related documentation required by the United States Department of Agriculture in connection with the Congressionally Directed Spending award for the new public safety facility project. DATED this day of , 2026. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney Attachment 1 Attachment 2 The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Jackie Williamson, Town Clerk Department: Town Clerk Date: June 9, 2026 Subject: Policy 101 Board of Trustees Division of Responsibilities Type: Policy Objective: To present revisions to the policy adopted by the Town Board at their April 28, 2026 meeting. Present Situation: The policy was adopted and Trustee assignments were made following the April 7, 2026 Municipal Election. Trustee Bill Brown was appointed liaison to the Estes Park Board of Adjustment and Trustee Frank Lancaster appointed liaison to the Estes Park Planning Commission. Proposal: The revised policy recommends Trustee Bill Brown be appointed as the liaison to the Estes Park Planning Commission and Trustee Frank Lancaster be appointed liaison to the Estes Park Board of Adjustment to even out the work load amongst the board members. Additionally, Jason Damweber’s appointment to the Estes Chamber of Commerce Economic Development and Workforce Council Board is being properly noted. Advantages: • The Board appointments will provide an appropriate work load for each Trustee. Disadvantages: • None. Action Recommended: Staff recommends adoption of the revisions to Policy 101 Board of Trustees Division of Responsibilities. Finance/Resource Impact: None. Level of Public Interest: Low. Sample Motions: I move to approve/deny Policy 101 Board of Trustees Division of Responsibilities. Attachments: 1. Policy 101 Board of Trustees Division of Responsibilities Division of Responsibilities 4/28/6/9/2026 Revisions: 210 Town of Estes Park, Town Board Governance Policies Page 1 of 3 Effective Period: Until Superseded Review Schedule: After each Municipal Election Effective Date: April 28, 2026Jun 9, 2026 References: Governing Policies Manual; Governance Policy Manual 1.6 Board Appointed Committee Principles TOWN BOARD POLICY GOVERNANCE Policy 101 Board of Trustees Division of Responsibilities 1.PURPOSE The Board of Trustees has many varied responsibilities. In order to effectively use their time, the Board finds it necessary to divide duties and responsibilities among the Board members. 2.POLICY The following outlines the assignments for various Committees, Boards, Interview Panels, and Liaisons. 3.PROCEDURE a.Assignments To Ongoing Committees At the first regular meeting following the certification of the results of each biennial election, the Board of Trustees determines each Board and Commission Primary Liaison assignments and responsibilities for the remainder of the term of the current standing Town Board. i.Interim Assignments Should the Board deem it necessary to create a new liaison assignment or to modify assignments at some time other than as described in 2, the Board may do so at any regular meeting of the Board. b.Assignment To Committees of The Board of Trustees Committees comprised solely of members of the Board of Trustees i.Assignments to Audit Committee At the first regular meeting following the certification of the results of each biennial election, the Mayor shall appoint two (2) Trustees to the Audit committee with the Mayor serving as the third member. (Ord. 26-88 §1(part), 1988; Ord. 7-03 §1, 2003; Ord. 10-10 §1, 2010; Ord. 10-14 §1, 2014; Ord. 13-15, § 1, 9-22-2015) Attachment 1 Division of Responsibilities 4/28/6/9/2026 Revisions: 210 Town of Estes Park, Town Board Governance Policies Page 2 of 3 ii.Assignment to Special Committees Special committees may be established by the Board of Trustees. The Mayor shall appoint all members of any special committee subject to the approval of the Board of Trustees. (Estes Park Municipal Code 2.08.020) c.Appointment of Mayor Pro-Tem “At its first meeting following the certification of the results of each biennial election, the Board of Trustees shall choose one (1) of the Trustees as Mayor Pro Tem who, in the absence of the Mayor from any meeting of the Board of Trustees, or during the Mayor's absence from the Town or his or her inability to act, shall perform his or her duties.” (Estes Park Municipal Code 2.16.010) d.Special Assignments to Ad-Hoc and Temporary Committees The Mayor may nominate trustees to serve on committees, community groups, or in some other capacities as a representative of the Town, except in cases where a Board Liaison has been approved by the Board of Trustees (Policy 1.7.) The Mayor shall present the nomination of any such appointments to the Board for approval at a regular town board meeting. The Mayor will make every effort to distribute special assignments equitably among the members of the Board. e.Interview Panels for Town Committees In accordance with Section IV A 6 of Policy 102, Town Committees, “Applicants for all committees will be interviewed by the Town Board, or its designees. Any designees will be appointed by the full Town Board”. f.Outside Committees Outside committees are committees or boards where the Town is represented by a member of the Board of Trustees and/or staff. These are not committees of the Town of Estes Park and therefore the rules and guidelines for membership are those of the outside entity not the Town. At times, they may request that the Trustees assign an individual(s) to represent the Town, however they may also request a specific individual or position as the Town’s representative to the committee. g.Liaison Assignments The Mayor may nominate trustees to serve as a Board Liaison. The Mayor shall present the nomination of any such appointments to the Board for approval at a regular town board meeting. The Mayor will make every effort to distribute special assignments equitably among the members of the Board. h.Special Consideration for Platte River Power Authority (PRPA) Board The Mayor or the Mayor's designee serves on the PRPA Board ex officio. The second PRPA Board appointment shall be approved by the Town Board, with preference for the Town Administrator or the Utilities Director per PRPA Resolution 07-19. Division of Responsibilities 4/28/6/9/2026 Revisions: 210 Town of Estes Park, Town Board Governance Policies Page 3 of 3 Board Assignments Mayor Pro-Tem - _Trustee Kirby Hazelton_ _____________ Board and Commission and Community Representation Board, Commission or Task Force Liaison (Mayor/Trustee) Staff Liaison Type of Committee Estes Park Planning Commission Frank LancasterBill Brown Steve Careccia Advisory/ Decision Making Estes Park Board of Adjustment Bill BrownFrank Lancaster Steve Careccia Decision Making Police Auxiliary Jamie Mieras Ian Stewart Working Group Estes Valley Restorative Justice Mark Igel Jay Shields Working Group Estes Park Board of Appeals Chris Eshelman Steve Careccia Advisory/ Decision Making Sister Cities Jamie Mieras n/a Working Group Estes Park Housing Authority Board of Commissioners Frank Lancaster n/a Outside Committee or Board Appointed Member(s) Staff Liaison/ Alternate Type of Committee Audit Committee Gary Hall, Kirby Hazelton and Chris Eshelman Travis Machalek Advisory Colorado Association of Ski Towns (CAST) Voting Designee – Kirby Hazelton Alt Designee – Frank Lancaster n/a Outside Platte River Power Authority Board of Directors Gary Hall Travis Machalek n/a Outside Estes Chamber of Commerce Economic Development and Workforce Council Bill Brown Jason Damweber n/aJason Damweber Outside Estes Park Arts District Bill Brown n/a Outside Larimer County Regional Opioid Abatement Council Gary Hall n/a Outside Local Marketing District (Visit Estes Park) Gary Hall Kirby Hazelton n/a Outside Larimer County Behavioral Health Policy Council Gary Hall n/a Outside Approved: _____________________________ Gary Hall, Mayor _____________ Date The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Report To: Honorable Mayor Hall & Board of Trustees From: Town Administrator Machalek Department: Town Administrator’s Office Date: June 9, 2026 Subject: District Attorney’s Office Annual Report Objective: District Attorney McLaughlin will present his annual update to the Town Board on the Office of the District Attorney and will answer questions or concerns regarding safety in our communities 8th Judicial District Attorney’s Office Office of the District Attorney Gordon P. McLaughlin, District Attorney8th Judicial District Serving Larimer and Jackson Counties Attachment 1 Who Are We? The 8th Judicial District Attorney’s Office serves Larimer and Jackson counties, representing more than 360,000 residents in Northern Colorado. Elected District Attorney, Gordon P. McLaughlin leads a team of more than 100 dedicated public servants working tirelessly to protect the community while improving the criminal justice system. The District Attorney’s office serves to seek justice and ensure the safety of our community in an equitable manner. Every day we work to thoughtfully prosecute crime, protect victims of crime, address systemic bias, rectify injustice, and provide transparency about our work. We are zealous advocates for the truth and fair practitioners of justice. To protect and serve Larimer and Jackson counties, while creating a stronger community where the application of criminal justice is more equitable and no longer at odds with social justice. What is the 8th Judicial District? •370,000 residents •2,634 square miles •1,400 residents •1,621 square miles •Larimer and Jackson Boards of County Commissioners •Grant funding (local, state, federal) To protect and serve Larimer and Jackson counties, while creating a stronger community where the application of criminal justice is more equitable and no longer at odds with social justice. Th e 8 t h Ju d icia l Dist rict cove rs m ore sq u a re m ile s t h a n t h e st a t e s of Rh od e Isla n d a n d De la w a re com b in e d ! How Many Cases Does the DA’s Office Handle? Office Workload To protect and serve Larimer and Jackson counties, while creating a stronger community where the application of criminal justice is more equitable and no longer at odds with social justice. •Paid out over $700K in Crime Victim Compensation in 2024, a 29% increase from the year prior •Served over 5500 victims in 2025 •Juvenile Diversion had a 90% success rate in 2024 •Adult Diversion had a 98% success rate last year In 2024, our team processed of digital evidence. •More than 1.2 million pages of documents processed Life of a Case The criminal justice process can be lengthy and sometimes difficult to understand. This diagram walks through the many steps of a case and our office’s role in them. An order to appear before a judge or magistrate. The action of taking someone into custody. A hearing where a judge sets the accused’s bond A hearing where a defendant’s attorney will enter the case. The initial court appearance for a defendant in a criminal case. The opening filing in a felony case. A hearing to determine if sufficient evidence exists for a case to continue. A hearing on the status of a case where a resolution can occur. A plea of guilty or not guilty is entered. A hearing to resolve legal issues. The presentation of the evidence to a judge or jury in order to make a determination of guilty or not guilty. The judge’s decision as to the penalties a defendant will face. Petition to a higher court to reverse decisions made in the trial court. A hearing to determine if a defendant is abiding by the terms of their sentence. To impose a new or revised sentence. Current Programs and Projects To protect and serve Larimer and Jackson counties, while creating a stronger community where the application of criminal justice is more equitable and no longer at odds with social justice. In July 2024, the 8th Judicial District Attorney’s Office Domestic Violence Unit launched. ●In clu d e s 1 p rose cu t or, 1 vict im a d voca t e & 1 in ve st ig a t or ●Scre e n s for h ig h e st risk ca se s t o p rovid e e xt ra e xp e rt ise Legislative Updates For t h e 20 26 Le g isla t ive Se ssion , t h e follow in g crim in a l ju st ice b ills were passed in t o la w : • • • •SB 132 -Voluntary Breath Tests Current Programs and Projects To protect and serve Larimer and Jackson counties, while creating a stronger community where the application of criminal justice is more equitable and no longer at odds with social justice. ●Launched in Spring 2025 ●Offers jail diversion for military veterans Participants receive community based support while taking accountability. ●Launched in Spring 2025 ●Offers jail diversion for military veterans Currently has participants Earlier this year, we launched a hotline as an additional reporting tool for Bias and Hate Crime Hotlines. Works with law enforcement to try and reduce potential barriers for underserved populations. Estes Park Cases of Note 2021CR1252 Jacobo Mendoza To protect and serve Larimer and Jackson counties, while creating a stronger community where the application of criminal justice is more equitable and no longer at odds with social justice. The defendant is alleged to have kidnapped a girl who was able to escape on Highway 34. Charged with: ●Atte m p te d 1st De g re e Mu rd e r (F1) ●2n d De g re e Kid n a p p in g (F2) ●Distrib u tion of a Con trolle d Su b sta n ce to a Min or (DF1) ●P lu s a d d ition a l ch a rg e s Mr. Me n d oza ’s ca se h a s w orke d th rou g h m a n y d iffe re n t sta g e s in clu d in g com p e te n cy, sa n ity, a n d n ow a m e n ta l sta te e va lu a tion . Th e se e va lu a tion s a re cou rt ord e re d m u st b e con d u cte d b y th e sta te b e fore w e ca n p roce e d . 2026M202 Keith Pearson Th e d e fe n d a n t is a lle g e d to con ta cte d se ve ra l victim s w h ile rid in g on h is ATV n u d e a t a p u b lic h ikin g a re a . Ch a rg e d w ith : ●4 Cou n ts of P u b lic In d e ce n cy (P O) Mr. P e a rson ’s n e xt cou rt a p p e a ra n ce is se t for Ju n e 16th . For any case that remains open, charges are merely an accusation by law enforcement, a defendant is presumed innocent unless and until found guilty by a jury beyond a reasonable doubt. Estes Park Cases of Note 2026CR534 Paul Howarth To protect and serve Larimer and Jackson counties, while creating a stronger community where the application of criminal justice is more equitable and no longer at odds with social justice. The defendant is alleged to have set a fire at the Expedition Lodge Hotel, which caused significant damage and required the hotel to be evacuated. Charged with: ●4 th De g re e Arson ($1M+ En d a n g e re d ) (F2) ●Crim in a l Misch ie f ($10 0 K-$1 M) (F3) Mr. How a rth ’s n e xt cou rt a p p e a ra n ce is Ju n e 11th . 2025M988 & 2025CR1091 David Morales Th e d e fe n d a n t is a lle g e d to h a ve h oste d a p a rty for a g rou p of m in ors w h e re h e p rovid e d th e m w ith a lcoh ol. He is a lso ch a rg e d w ith fa ilin g to re g iste r a s a se x offe n d e r. Ch a rg e d w ith : ●Con trib u tin g to th e De lin q u e n cy of a Min or (M1) ●P rovid in g Alcoh ol to a Min or (M2) ●Se x Offe n d e r Fa ilu re to Re g iste r (2n d Offe n se ) (F5) Mr. Mora le s h a s p le d g u ilty in h is m isd e m e a n or ca se a n d se n te n cin g w ill ta ke p la ce on Ju n e 9th . His n e xt a p p e a ra n ce in h is fe lon y ca se is se t for Ju ly 27th .. For any case that remains open, charges are merely an accusation by law enforcement, a defendant is presumed innocent unless and until found guilty by a jury beyond a reasonable doubt. Case Filings by Type 2017 -2025 To protect and serve Larimer and Jackson counties, while creating a stronger community where the application of criminal justice is more equitable and no longer at odds with social justice. Percent of Cases Filed (8th Judicial District)Percent of Cases Filed (Estes Park Police Department) Sentencing in the 8th JD (2025) To protect and serve Larimer and Jackson counties, while creating a stronger community where the application of criminal justice is more equitable and no longer at odds with social justice. 0.63% (Fine, Fee, Community Service) 0.% (63Credit for Time Served) 42% (Probation) 11% (Probation + Jail) 2% (Jail) 21% (Community Corrections) 22% (Department of Corrections) 37% (Fin e , Fe e , Co m m u n it y Se rvice ) 8 % (Cre d it fo r Tim e Se rve d ) 4 1% (P ro b a t io n ) 4 % (P ro b a t io n + Ja il) 9% (Ja il) (Youth Corrections account for less than 1 percent) Please Reach Out LARIMER.GOV/DA DISTRICT ATTORNEY’S OFFICE 8TH JD 201 LAPORTE AVE, SUITE 200 FORT COLLINS, CO 80521 DA8COLORADO @DA8COLORADO DA8COLORADO 810 E 10TH STREET LOVELAND, CO 80537 FOR OUR DATA DASHBOARD, CIRT FINDINGS, VICTIM SERVICES, EVENTS, ETC. The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Report To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Suzanna Simpson, Management Analyst Department: Town Administrator’s Office Date: June 9, 2026 Subject: Crossroads Assistance Ministry Base Funding Report Objective: Crossroads Assistance Ministry received $40,000 in Base Funding for the 2025 funding year. Per Policy 671, the organization is required to present to the Town Board on how they used Town funds to benefit the community and/or advance the Town’s Strategic Plan for the funding year. compassion&care. ,-crossroads MINI Current Services and Programs 1.The Market at Crossroads supplies groceries 2.Rental & Mortgage assistance 3.Utilities assistance 4.Case management with wraparound services 5.Helping Hub-transportation, non-medical services in the home 6.Non-medical care and support for cancer patients 7.Life Coaching-job prep, money management, general assistance 8. Estes Pak-food bags for students on the weekends 9.Meals on Wheels delivery program 10.Mental Health counseling 11.Laundry voucher 12.Shower voucher 13.Fuel voucher 14.Thrift store voucher 15.Auto repair assistance 16.Thanksgiving Blessing food distribution 17.Emergency lodging 18.Jr. Outreach to support special requests for students 19.Coordination of donated items for clients-bulletin board postings 20.Homeless Task Force-mobile outreach and resources 21.Easter Blessing food distribution 22.Medical assistance 23.Prescription assistance 24.Snacks for schools 25.Disaster Response 26.Workforce Rental Assistance Program 27.Coat Drive and Distribution 28.Educational opportunities-classes and workshops 29.Firewood collection and distribution 30.Relocation assistance-bus and/or airfare expenses and fuel cards Attachment 1 The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Report To: Honorable Mayor Hall & Board of Trustees From: Town Administrator Machalek Department: Town Administrator’s Office Date: June 9, 2026 Subject: Estes Valley Library Renovation Presentation Objective: Estes Valley Library Community Relations Specialist Barbara Jo Limmiatis will present an overview of the improvements being made to Library spaces to increase safety and accessibility. Library Renovation Summer ‘26 - Spring ‘27 Barbara Jo Limmiatis Community Relations Specialist June 9, 2026 Attachment 1 Mission The mission of the Estes Valley Library is to be a hub of community-driven resources for people to share. A+, but you told us there’s more to be done. First Floor - livelier Makerspace Children’s Room ♿ Community Room Three Conference Rooms Central Staircase Teen Room MAIN ENTRANCE ELKHORN AVENUE ●Makerspace (Former Hondius Community Room) ●Hondius Community Room (Former Children’s Room) ●New Central Staircase ●New Accessible Family Restroom ♿ ●Children’s Room ●New Teen Room ●New Three Small Conference Rooms Indicates no changes Second Floor - cozier Staff Area Central Staircase MAIN ENTRANCE ELKHORN AVENUE Computers Non-Fiction & Seating●Non-Fiction & Seating (Former Makerspace, Computers, Friends Room, Quiet Room) ●New Water Fountain ●New Central Staircase ●Computers overlook Atrium ●Staff Area Indicates no changes Periodicals Let’s take a closer look… Finish Samples Community values influenced design choices: ●Earthy, rustic ●‘Parkitecture’ ●Familiar Library brand Hondius Community Room Hondius Community Room Centrally Located Staircase Service Desk Children’s Room Entry Teen Room During Construction: Library Service Plan Stay Open: Phased approach ○‘Mini-Library’ with a selection of services in a smaller footprint Remote & Digital Services ○Programs *in* the community During Construction: Library Service Plan Stay Open: Phased approach ○‘Mini-Library’ with a selection of services in a smaller footprint Remote & Digital Services ○Programs *in* the community How you’ll know where to go More Services: Remote & Digital Park Like a Local Curbside Pickup House Calls Community Center Digital Collections Thank you! This vital project would not be possible without the support of: District Taxpayers Board of Trustees Friends of the Library Foundation and generous Donors Questions? First FloorUpdates - lively ●Makerspace (Former Hondius Community Room) ●Community Room (Former Children’s Room) ●Children’s Room ●New Teen Room ●New Central Staircase ●New Accessible Family Restroom ♿ ●New Three Small Conference Rooms Makerspace Children’s Room ♿ Community Room Three Conference Rooms Central Staircase Teen Room MAIN ENTRANCE ELKHORN AVENUE Indicates no changes Attachment 2 Second FloorUpdates - cozy ●Non-Fiction & Seating ●New Water Fountain ●New Central Staircase ●Computers overlook Atrium ●Staff Area Staff Area Central Staircase MAIN ENTRANCE ELKHORN AVENUE Indicates no changes Computers Non-Fiction & Seating (Former Makerspace, Computers, Friends Room, Quiet Room) 0 11 Cozy Second floor: quiet & contemplative Nonfiction relocated, comfy seating throughout, plus the familiar computers, meeting and study rooms Invest in the Future of the Estes Valley Library UPDATING OUR MUCH-LOVED 1991 BUILDING IN ITS PRICELESS LOCATION Accessible Adding an ADA restroom to the first floor and a new central staircase. Accessibility is our core renovation goal because the Library is for everyone. Lively More on the first floor: Makerspace and community room relocated and enlarged, three new conference rooms, and home to high-traffic Fiction and A/V collections for Teens New room for active young adults: creative engagement, homework, or just an after-school hangoutfor Kids Move Children’s Room away from the parking lot, nestled in the new NW family corner V. 2026.01 Attachment 3 Frequently Asked Questions Why renovate? In 2022, the community told us there are issues with our well-used facility that need to be addressed to improve safety, accessibility, and the patron experience. What’s the timeline? Construction is scheduled to begin in summer 2026 and conclude in early 2027. Will the Library be closed? Portions of the building will remain open throughout the renovation. Our goal is to maintain public access and core services, though temporary disruptions are unavoidable. How will services be impacted? As little as possible. During the first phase, contractors will drill through concrete to install the new ADA restroom and central staircase. For safety reasons, access will be limited during this phase, which is expected to last two months. Then construction will proceed in sections, with portions of the building open while work continues elsewhere. Where can I hold a meeting? TBD: As Library spaces become available, abbreviated Early Bird Booking opportunities will be opened to the public. How much will this cost and how is it being paid for? Approximately $3.9 million, from two sources: the Library District’s reserves and successful fundraising by our Friends of the Library. There will be no tax increase for these improvements. Is the outside of the building changing? No. Will the original staircase be removed? No. Will you still have computers? Yes. How can I help? There are still ways to support this vital transformation by donating to the Friends of the Library Foundation. To make a contribution or to contact the Friends to learn more about ways you can help, please use the QR code on this page. Thank you! P.O. Box 1687 | 335 East Elkhorn Avenue, Estes Park, CO 80517 970-586-8116 | estesvalleylibrary.org/renovation | renovation@estesvalleylibrary.org WE’RE STARTING A NEW CHAPTER Summer 2026 to Spring 2027 We’re updating the Library to better serve the community. Jun 1 Renovation begins on stairwell and ADA restroom. Services in the Hondius Room & Lobby. Questions? Call us at 970-586-8116 or visit estesvalleylibrary.org Aug 25 Makerspace build begins. Services are restored to the first floor. Sept 24 Children’s Room renovation begins. Non-Fiction collection moves to the second floor. Attachment 4 WE’RE OPEN with limited building access Questions? Call us at 970-586-8116 or visit estesvalleylibrary.org There are many ways to get your favorite Library resources during construction The Twig Pick up & drop off materials at the lower level of the Estes Valley Community Center. Curbside Pickup Get your Library materials delivered to your vehicle. It’s as easy as a placing a to-go order. Programs & Events Offered throughout town during construction. Locations are listed in your registration. Digital Collections Access ebooks, audiobooks, music, movies, & more from anywhere on your devices. The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Report To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Carlie Speedlin, Housing and Childcare Manager Scott Moulton, Executive Director of Estes Park Housing Authority Department: Administration Date: June 9, 2026 Subject: Estes Park Housing Authority Expenditure of 6E Funds to Habitat for Humanity Workforce Housing Objective: Review a proposed direct funding agreement between Estes Park Housing Authority and Habitat for Humanity of the South St. Vrain Valley for home building projects for the workforce in the Estes Valley. Present Situation: The Estes Park Housing Authority (EPHA) has expressed interest in supporting efforts made by Habitat for Humanity of the South Saint Vrain Valley (“Habitat for Humanity”). In 2023, the EPHA Board of Directors and the Town of Estes Park Board of Trustees approved funding for a pilot project that laid the groundwork for a direct funding agreement with Habitat for Humanity for a project at 213 Big Horn, which received $73,720 in 6E Lodging Tax revenue, covering 21% of the final purchase price. EPHA provided funding in exchange for a workforce deed restriction on the property. The Estes Park Town Board reviewed the pilot program and associated 6E Lodging Tax expenditure in March 2024 in alignment with the MOU between the Town and EPHA, as there was no previously approved deed restricted homeownership program, and the funding was not being applied to Town- or EPHA-owned land. Consistent with the MOU and following the success of the coordinated pilot program at 213 Big Horn, EPHA is now seeking Town Board review of an ongoing funding agreement with Habitat for Humanity to allow the use of 6E funds for future homebuilding projects in the Estes Valley. Proposal: Estes Park Housing Authority (EPHA) proposes entering into a direct funding agreement with Habitat for Humanity of the South St. Vrain Valley, allowing for up to 20% funding contribution to future qualified builds in the Estes Valley. These projects require the following conditions: 1. Approval of Habitat for Humanity South St. Vrain Board; and, 2. Non-disapproval of Town of Estes Park Board of Trustees; and, 3. Income qualification required; and, 4. Appreciation limit; and, 5. Primary Residence requirement; and, 6. Normal Habitat requirements for owner qualification, participation, and equity; and, 7. Purchaser would be required to meet the workforce restrictions as outlined in the Town of Estes Park Development Code. Decades of experience in Estes Park and surrounding communities demonstrate that Habitat homebuyers are typically long-term homeowners and remain active members of the local workforce throughout most of their ownership. Compliance with the workforce requirement would not apply directly to the home structure itself, but rather to the land through a 90 to 99-year deed restriction that would carry forward to each subsequent owner. This remains a key point of concern regarding the workforce restriction, as EPHA and Habitat support deed restriction best practices that expand and preserve homeownership opportunities without placing undue risk on prospective buyers already assuming the financial responsibilities associated with homeownership. The contribution of 6E Lodging Tax revenue would be capped at 20% of the final sales price, which may vary depending on the qualified household, market conditions, outside funding sources, and other fundraising efforts. Final recorded deed restrictions (samples attached) will not materially differ from those approved for the previously described pilot program at 213 Big Horn. Advantages: Increase workforce-restricted housing units available for homeownership in Estes Valley. Disadvantages: No annual compliance during owner occupancy of the home. Action Recommended: None. Finance/Resource Impact: Expenditure of 6E Lodging Tax transferred to EPHA for workforce housing, $42,000 to $70,000 in per home built by Habitat for Humanity South St. Vrain. Level of Public Interest: Moderate. Attachments: 1. Estes Park Housing Authority Memo and Sample Deed Restriction Page 1 of 4 Memo To: From: Date: RE: Estes Park Housing Authority Board Scott Moulton, Estes Park Housing Authority Executive Director June 9, 2026 Habitat for Humanity Workforce Housing Funding Agreement Discussion Item – Town Board Pursuant to ToEP and EPHA 6E MOU Objective: Discuss and consider direct funding agreement and support of Habitat for Humanity S. St. Vrain home building projects in the Estes Valley. Present Situation: One of the most pressing housing needs in the Estes Valley is expanding homeownership opportunities for households earning less than 150% of the Area Median Income (AMI). For many, both locally and across the nation, the dream of homeownership remains out of reach due to the high cost of construction and general homeownership expenses. Habitat for Humanity of the St. Vrain Valley has demonstrated success in addressing this need through their vision: “A world where everyone has a decent and affordable place to live.” Habitat focuses on providing homeownership opportunities for households earning less than 80% of AMI—equivalent to $93,920 for a three-person household in 2026/2027. In 2023, both the EPHA Board of Directors and the Estes Park Town Board of Trustees approved funding for a pilot project that laid the groundwork for a direct funding agreement with Habitat for Humanity. The project involved the property at 213 Big Horn, which received $73,720 in Lodging Tax Extension (6E) funds—covering 21% of the final purchase price. A financial breakdown of this transaction is detailed below. Attachment 1 Page 2 of 4 Building from this pilot project, EPHA is proposing the creation of a direct funding agreement with Habitat St. Vrain allowing the contribution of 6E funds to future Habitat builds in the Estes Valley. The typical financial structure of the proposed agreement is below (using Raven as an example): Raven Total Per Unit Cash Outflows Acquisition $ 134,000 $ 26,800 Entitlement $ 75,000 $ 15,000 Infrastructure $ 250,000 $ 50,000 Building $ 1,500,000 $ 300,000 Loan Servicing $ 45,000 $ 9,000 Construction Supervision, Insurance, $ 350,000 $ 70,000 Total Cash Outflows $ 2,354,000 $ 470,800 Cash Inflows Mortgage Proceeds $ 1,750,000 $ 350,000 Other Fundraising (CDO $ 275,000 $ 55,000 Total Cash Inflows $ 2,025,000 $ 405,000 Gap $ 329,000 $ 65,800 * Can vary widely Proposal: EPHA proposes authorizing EPHA to enter into a direct funding agreement with Habitat St. Vrain allowing for an up to 20% contribution to future qualified builds in the Estes Valley under the following conditions: 1. Conditional upon approval of Habitat for Humanity South St. Vrain Board 2. Conditional upon non-disapproval of Town of Estes Park Board of Trustees 3. Income qualification required. 4. Appreciation limit. 5. Primary Residence requirement 6. Normal Habitat requirements for owner qualification, participation, and equity. 7. Purchaser would be required to met the workforce restrictions as outlined in the Town of Estes Park Development code. a. Decades of history in Estes and surrounding communities indicate home buyers of habitat homes are long term owners and are typically part of the workforce for the majority of their years of ownership. Page 3 of 4 8. Annual compliance with the workforce requirement WOULD NOT be applicable to this home, but WOULD reside with the land for 90 to 99 years and each subsequent owner. a. This is one point of contention and concern with the workforce restriction. b. EPHA and Habitat support deed restriction best practices, with the goal to support and enhance ownership opportunities while not placing undo risk on a potential buyer while taking on the additional risk of home ownership. 9. 6E contribution would be up to a maximum of 20% of the final sales price which can vary based on qualified household, market conditions, outside funding, and other fundraising activities. 10. Final deed restrictions when recorded (samples attached) will not materially deviate from those already approved for 213 Big Horn and the Raven development. Advantages: • Adds a workforce restriction to an existing home in the Estes Valley. • Creates a strong partnership between the Estes Park Housing Authority and Habitat for Humanity. • Example of how two mission driven organizations may combine efforts and resources to increase the availability of affordable for purchased opportunities in the Estes Valley. • Strong financial value, existing workforce restricted units are being constructed at $425,000 per door, with future developments expecting costs to be anywhere between $425,000 and $575,000 per restricted home. A public investment of $42,000-$70,000 represents a tremendously strong return on investment. Disadvantages: • Would not guarantee annual compliance during owner occupancy of the home. Action Recommended: Staff recommends approval of the proposed funding agreement. Finance/Resource Impact: 6E investment of $42,000 to $70,000 per home. Currently Habitat is building at a pace of about one home per year. 6E programmatic allocations are sufficient to fund this proposal currently and those anticipated in the future. Page 4 of 4 Habitat for Humanity Homes Estes Park, Colorado MASTER DEED RESTRICTION Compliance with the provisions of this Agreement shall be deemed to be a requirement of title. Master Deed Restriction agreement contains limitations and requirements for initial sale and resale of affordable homes offered by Habitat for Humanity of the St. Vrain Valley This Master Deed Restriction Agreement (the Agreement) is in effect ninety (90) years from the date of this Agreement. Compliance with this Agreement is a condition of sale and a requirement of title. This Agreement applies to the real property commonly known as ., Estes Park, Colorado (the Property). The Property is a residential single-family unit and is entered into this xx day of XXXX , 202_, between Habitat for Humanity of the St. Vrain Valley, Grantor and XXX homeowner as Grantee. RECITALS WHEREAS, the Habitat for Humanity of the St. Vrain Valley have provided funds toward the acquisition and development of the Property; and WHEREAS, the intent of the Habitat for Humanity of the St. Vrain Valley in providing these funds is to produce and preserve the affordability of the Property for persons of low and moderate income; and WHEREAS, the initial purchaser and subsequent purchasers will benefit from these funds through limitations on the purchase price of the Property; and 2 WHEREAS, the availability of the Property for persons of low and moderate income will be maintained by restricting the initial purchaser and subsequent purchasers to persons qualifying based on the person’s income; and WHEREAS, to preserve the affordability of the Property for subsequent purchasers, any resale shall be subject to limitation on the maximum sale price of the Property; and WHEREAS, the Grantor desires to assign to the Estes Park Housing Authority, its successor or designee, or any other any third party at Grantor’s election in the future, the right to enforce compliance with this Master Deed Restriction pursuant to the terms of this Agreement, and WHEREAS, the Estes Park Housing Authority has contributed funds for the acquisition, construction, and/or rehabilitation of the Property using Lodging Tax Extension Funds (6E) to ensure the Property is designated to serve members of the Workforce as defined in the Estes Park Development Code. In consideration of the benefits received by the parties, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions The following terms shall have the following meanings herein: A. “Affordability Period” means 90 years from the date of this Agreement. B. “Agreement” means this Master Deed Restriction and all amendments. C. “EPHA” means the Estes Park Housing Authority; provided that, should the Estes Park Housing authority cease to exist or abandon its rights under this Agreement, the Town of Estes Park, Colorado, a municipal corporation, shall be assigned all rights of the Estes Park Housing Authority and may in turn assign all such rights and responsibilities to a third party entity to act on the Town’s behalf. D. “Eligible Buyer” means a person who is eligible to buy the Property as more fully set forth in Section 4 of this Agreement. 3 E. “First deed of trust” means a deed of trust or mortgage that is recorded senior to any other deeds of trust or liens against the Property to secure a loan used to purchase the Property made by an Institutional Lender. F. “HUD” means the United States Department of Housing and Urban Development. G. “Area Median Income” means the Area Median Income (AMI) reported annually for single persons and households of various sizes by the United States Department of Housing and Urban Development, or by any successor United States Government department, agency, or instrumentality, for Larimer County, Colorado. H. “Income” is defined as per Section 8 of the U.S. Housing Act of 1937 and shall mean the anticipated total income for the next twelve-month period to be received from all sources by each member of the household including spouse, and children 18 years of age and older, excluding, however, temporary or non- recurring income (including gifts), income from the employment of children under age 18, payments for the care of foster children or foster adults, and amounts received specifically for the reimbursement of medical expenses for a member of the household. I. “Institutional Lender” means any bank, savings and loan association, or any other institutional lender, which is licensed to engage in the business of providing purchase money mortgage financing for residential real property. J. “Owner” means the Grantee and any subsequent buyer and/or transferee of the Property resulting in buyer or transferee having status of being an owner on title to the Property via public record recorded with the Larimer County Clerk and Recorder’s Office. Owner does not include a person or entity having an interest in the Property solely as the security for the performance of an obligation including, but not limited to, a mortgagee or beneficiary under any deed of trust or any other form of collateralized agreement. K. “Primary Residence” means the residence, which the Owner occupies for a minimum of ten (10) full months out of every calendar year. L. “Property” means the single family home as more fully described in Section 2, which is subject to the terms and conditions of this Agreement. 4 M. “Purchase Price” shall mean the total amount of consideration paid for the property by the Grantee. N. “Original Appraised Value” shall mean the Appraised value of the property at the time of sale. The value shall be reflective of the Property’s value if it were not subject to a restricted sales price. O. “Transfer” means any sale, assignment or transfer, voluntary, involuntary or by operation of law (whether by deed, contract of sale, gift, devise, bequest, trustee’s sale, deed in lieu of foreclosure, or otherwise) of any interest in the Property. 2. Property Description The Property subject to the terms and conditions of this Master Deed Restriction is more specifically described as follows: 3. Agreement Binds the Property This Agreement shall constitute covenants, conditions and restrictions, which run with the Property as a burden thereon, for the benefit of, and enforceable by EPHA and its respective successors and assigns and enforceable by any other third party Grantor so chooses to manage and otherwise enforce this Agreement. This Agreement shall bind each Owner and each Owner shall be personally obligated hereunder for the full and complete performance and observance of all covenants, conditions and restrictions contained herein, during the Owner’s period of ownership of the Property. Each and every conveyance of the Property, for all purposes, shall be deemed to include and incorporate by this reference, the covenants, covenants and restrictions contained in this Agreement, even without reference to this Agreement in any documents of conveyance. Each Owner agrees to comply with the provisions of this Deed Restriction as a requirement for title. 5 4. Eligible Buyers Resale of the Property by the Owner can only be to an eligible buyer defined as follows: A. The buyer must be a natural person. B. The buyer’s income shall not exceed 80% of HUD’s AMI adjusted by household size, and no more than 40% of the buyer’s debt to income ratio shall be used for housing costs adjusted by household size. Eligible buyers, prior to executing a contract to purchase the Property, must have a current and valid income certification from EPHA stating that the person is an eligible buyer. Income certification will involve verification of income from all available sources including but not limited to federal and state income tax records, loan records and applications, and employer pay records. Falsification or misrepresentation of information provided by the potential buyer to EPHA will result in automatic termination of eligibility status. As part of the eligibility process, the buyer will be required to provide to EPHA their most recent income tax return, including all attached information supporting such return, and other information as requested. C. The buyer must qualify and meet the Qualified Workforce Household Definition. A “Qualified Workforce Household” means the buyer who occupies the Residential Unit as his or her principal residence is employed for an average of at least 30 hours per week on an annual basis (or 1,560 hours) within the boundaries of the Estes Park School District R-3. Such buyer is considered and referred to as a “Qualified Workforce Occupant.” D. Property title transfer will only occur after the buyer/s has/have been certified to meet the HUD income limit according to household size, and have been pre-qualified by an Institutional Lender for financing to be used to purchase the property. Asset limits of the buyer/s cannot exceed 20% of the purchase price. Assets include all cash access such as stocks, savings and checking accounts, as well as one vehicle per person is permitted, any additional would be an asset. Retirement accounts are not included in the asset calculation. 6 E. The following transfers are exceptions to the buyer eligibility requirement, provided that the new Owner, other than an estate, shall use the Property as his or her principal residence: i. A transfer resulting from the death of an Owner where the transfer is to the spouse who is also an Owner as defined above. ii. A transfer to the Owner’s estate following his or her death for the purpose of administering the estate and distributing the assets thereof during a limited period of time. Any transfer from an estate shall be to an eligible buyer. iii. A transfer resulting from the death of an Owner when the transfer is to one or more children of the deceased Owner. In this circumstance, Owner shall provide conclusive documentation that Owner is using the Property as their principal residence to EPHA as requested by EPHA. Owner shall provide such documentation within thirty (30) days of each and any such request, in the form and manner and including any specific documents as requested by EPHA.A transfer by an Owner where the spouse of the Owner becomes the co-owner of the Property, with “co-owner” relating to the term “Owner” as defined above. iv. A transfer resulting from a decree of dissolution of the marriage or legal separation or from a property settlement agreement incidental to such a decree by which a spouse, who was already an Owner (co-owner) of the Property prior to such transfer by way of a joint tenancy or tenancy in common, becomes the sole Owner of the Property. F. The requirements set forth in Paragraph 4(B) above may be modified by a modification agreement entered into among , Habitat for Humanity of the St. Vrain Valley, and EPHA. In order for said modification to be effective, said modification must be recorded in the records of the Clerk and Recorder of Larimer County, Colorado. In no event shall any modification of this Agreement allow a buyer’s income to exceed 115% of AMI adjusted by household size. G. Before the property may be transferred to any Owner, the transferee must also execute an appreciation limiting promissory note (Exhibit A) secured by a deed of trust (Exhibit B) in favor of EPHA. The form of these documents will be provided by EPHA, and may be updated for new Owners over time as EPHA deems necessary. The purpose of this note and deed of trust is to ensure EPHA is notified in advance of any future transfer and has 7 the opportunity to ensure compliance with this Agreement. 5. Re-Sale: Maximum Sales Price A. In no event shall the Property be sold to an eligible buyer for an amount in excess of the Owner’s Purchase PriceP plus an amount equal to 25% of the appreciation in market value of the Property from the date of purchase of the Property by the Owner to the date of Owner’s execution of the sale contract to an Eligible Buyer. Appreciation in market value shall be determined by a market value appraisal from a qualified appraiser. EPHA shall maintain a list of qualified appraisers. The Owner shall be responsible for obtaining said appraisal, including all associated expense with such appraisal. The appreciation in market value shall not include any value for any approved improvements as set forth in Paragraph 5(C) below. a. For purposes of this calculation, the Purchase Price has been established as $xxx,xxx.xx b. For purposes of this calculation, the Original Appraised Value, against which any subsequent sale’s appraised unrestricted market value shall be compared for purposes of calculating appreciation has been established as $xxx,xxx.xx B. The maximum sales price shall be increased by seller’s cost of sale, including, but not limited to, a reasonable commission, customary closing costs and title insurance premiums. Also, the maximum sales price shall be increased by the reasonable cost of improvements as set forth in Paragraph 5(C) below. C. Improvements shall only include those improvements made to the Property, which prior to construction, have received the written approval of EPHA. Following completion of approved improvement, the Owner and EPHA shall execute a document that specifies the reasonable cost of the improvement. D. NOTHING HEREIN SHALL BE CONSTRUED TO CONSTITUTE A REPRESENTATION OR GUARANTEE BY GRANTOR OR THE EPHA THAT THE OWNER WILL BE ABLE TO OBTAIN THE MAXIMUM SALE PRICE, AND THE GRANTOR AND EPHA HEREBY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY THAT MIGHT OTHERWISE BE ALLEGED OR ATTRIBUTED. 6. Complete Consideration Stated on Deed 8 The purchase price for any transfer of the Property shall be stated on the deed transferring title and shall constitute sufficient consideration by the parties to this Agreement for each of the terms and restrictive covenants, conditions and restrictions set forth in this Agreement. 7. Attorney-in-Fact & Assignment of Grantor Rights to Manage and Otherwise Enforce this Agreement Both Grantor and EPHA have the right to enforce the covenants, conditions, and restrictions and all other terms under this Agreement, and Grantor authorizes EPHA to act as its attorney-in-fact by way of power of attorney. Grantor reserves the right to assign its rights and role to a different and additional third party in the future, and shall give Owner notice of such change. As attorney-in-fact, EPHA and any additional third party designated attorney-in-fact, shall have the right to manage, oversee and enforce all terms under this Agreement. A. The Owner agrees that he or she will give immediate written notice to EPHA upon the first to occur of: (i) the date any notice of foreclosure is provided to the Owner or any foreclosure is commenced against the Property under the first deed of trust, whether initiated by way of the Public Trustee process or judicial foreclosure or (ii) the date when Owner becomes 60 days late in making a payment on the first deed of trust mortgage. EPHA and Grantor shall have a power of attorney to act on behalf of the Grantee for the purpose of verifying the mortgage account is in good standing. 8. Partial Subordination of Covenant A. The provisions of this Agreement shall be subordinate only to the lien of a first deed of trust to secure a loan to purchase the Property, created by an Institutional Lender and recorded with the Larimer County Clerk and Recorder’s Office. This Agreement shall not impair the rights of such Institutional Lender, or such lender’s assignee or successor in interest, to exercise its remedies under the first deed of trust in the event of default by Owner; these remedies include the right to foreclose or exercise a power of sale or to accept a deed or assignment in lieu of foreclosure. B. After the issuance of a public trustee’s deed pursuant to a foreclosure of a first deed of trust or a sale or acceptance of a deed in lieu of foreclosure by the Institutional Lender, this Agreement shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter. 9. Re-Financing of the First Deed of Trust 9 The Owner may only re-finance the first deed of trust so long as the total amount of such proposed re-financing loan, plus all other liens, does not exceed eighty percent (80%) of the Maximum Sales Price (Paragraph 5 of this Agreement) in effect at the time of the refinancing of the Property. Such refinancing must be with an Institutional Lender and any loan obtained through the refinancing process must remain a first deed of trust. Estes Park Housing Authority 363 E Elkhorn Ave Ste 101 P.O. Box 1200 Estes Park, CO 80517 Attn: Executive Director 10. Maintenance of Property The Owner shall maintain the Property in good, safe, and habitable condition in all respects, except for normal wear and tear, and in full compliance with all applicable laws, ordinances, rules and regulations of any governmental authority with jurisdiction over matters concerning the condition of the Property. The Owner shall prevent third parties such as contractors, subcontractors and/or suppliers from recording mechanics’ liens against the Property, and further, if Owner receives Notice of a Lien from any such contractor, subcontractor and/or supplier, Owner must immediate furnish such Notice of Lien in writing to EPHA with assurances of preventing the recordation of such Statement of Lien accompanying the Notice of Lien to avoid any mechanics’ lien encumbering the Property. Owner agrees to fully indemnify EPHA, and Grantor from any harm resulting from a recorded mechanics’ lien. 11. Use of Property as Owner’s Primary Residence The Property Owner shall use the Property as his or her primary residence. 12. Rental Conditions The Owner may not rent or lease the Property for any period of time except upon approval of EPHA under conditions of hardship such as disability, illness, forced relocation, death in family, deployment for military service or other hardship or unusual circumstance. In such case, the maximum rental period shall be limited to 12 months. The only other allowed exception being if EPHA or other subsequent 10 designated attorney-in-fact has obtained the unit by default of the unit owner, then EPHA or other subsequent designated attorney-in-fact may rent the unit while the property is being marketed for sale or until transfer to a new eligible buyer. 13. Enforcement of This Agreement The Grantee and each Owner grants and assigns EPHA and Grantor the right to review and enforce compliance with this Agreement. If there is reasonable cause to believe that a violation of this Agreement has occurred, EPHA will send a notice to the Property Owner describing the nature of the violation and allow the Property Owner fifteen (15) days from the date of such notice to fully cure the stated violation. If the violation is not cured within the 15-day period of EPHA’s notice, the Property Owner shall be considered in violation of this Agreement. Any legal action to enforce any term of this Agreement or concerning any dispute related to this Agreement shall be commenced in Larimer County, Colorado. Colorado law shall govern any dispute under this Agreement. The Owner shall pay all court costs and reasonable attorneys’ fees incurred by EPHA, Grantor, and their agents in the enforcement of any of the terms and conditions of this Agreement. With regard to any violation of the terms and conditions of this Master Deed Restriction, the following remedies shall not be available to nor pursued by EPHA other subsequent designated attorney-in-fact. A. The violation of the terms and conditions of the Master Deed Restriction shall not void any conveyance of the Property by the Owner. B. The violation of the terms and conditions of the Master Deed Restriction shall not terminate the Owner’s interest in the Property nor any secured party’s interest in the Property. C. The violation of the terms and conditions of the Master Deed Restriction shall not accelerate any Promissory Note secured by a first deed of trust nor shall be a default under the terms and conditions of any first deed of trust on the Property. D. A violation of the terms and conditions of the Master Deed Restriction shall not increase any interest rate of any Promissory Note secured by a first deed of trust on the Property. 11 Upon the violation of any of the terms and conditions of this Master Deed Restriction by Owner, EPHA may seek specific performance and an injunction against an ineligible Owner’s continued ownership of the Property, and recover all sums due and any funds advanced by EPHA pursuant to default of Owner as more fully set forth in Paragraph 8(B) of this Master Deed Restriction, all court costs and reasonable attorneys’ fees incurred by EPHA in the enforcement of this Agreement, and all sums received by Owner from any transfer that exceeds the maximum sales price set forth in Paragraph 5 of this Master Deed Restriction. Furthermore, Owner acknowledges that a violation of this Agreement shall also constitute a violation of the Estes Park Municipal Code, including the requirement that the Property be used as attainable housing, and is punishable as provided therein. 14. Right of First Refusal Grantor, EPHA and any subsequently designated attorney-in-fact shall each have a right of first refusal with respect to any transfer of the Property except those transfers specified in Paragraph 4(D) of this Agreement. This right of first refusal is as follows: A. If the Owner receives from any third party a bona fide offer to purchase the Property, Owner agrees to disclose the terms of such offer to Grantor and EPHA in writing within five (5) days following receipt of the offer. B. Grantor and EPHA shall have forty-five (45) days after receiving notice of the terms of the offer within which to elect to purchase the Property on terms identical to those offered by the third party. Such an election shall be made by written notice to Owner. Within ten (10) days thereafter the parties shall enter into a formal contract of sale in the form approved by the Colorado Real Estate Commission and expressly including all terms of the original bona fide offer, except as the parties may mutually agree. C. If EPHA or other attorney-in-fact fails to give the written notice of its election to exercise its First Right of Refusal, the Owner may dispose of the property to the third party under the same terms and conditions of the original bona fide offer. 15. Miscellaneous 12 A. This Agreement shall run with the land. It shall bind the land for 90 years from the date of this Agreement and the benefit hereof shall inure perpetually to, the Owner, his or her heirs, legal representatives, executors, successors in interest and assignees, and to EPHA or any subsequent attorney-in-fact, and their successors, designees, or assignees. B. The Property is held and hereafter shall be held, conveyed, hypothecated, encumbered and occupied subject to the covenants, conditions, restrictions and limitations of this Agreement. C. All of the herein-stated covenants, conditions, restrictions and limitations are intended to constitute covenants running with the land. D. Any buyer or transferee of the Property or of any portion of or interest in the Property, by acceptance of a deed therefore, or by the signing of a contract or agreement to purchase the same, shall, by acceptance of such deed or by the signing of such contract or agreement be deemed to have consented to and accepted the covenants, conditions, restrictions and limitations set forth herein. E. Notices to EPHA shall be given in writing and delivered in person or mailed, by certified or registered mail, return receipt requested, at the address set forth below, or such other address designated by the EPHA by like notice as: Estes Park Housing Authority 363 E Elkhorn Ave Ste 101 P.O. Box 1200 Estes Park, CO 80517 Attn: Executive Director F. If any provision of this Agreement shall be held by a court of proper jurisdiction to be invalid, illegal or unenforceable, the remaining provisions shall survive and their validity, legality or unenforceability shall not in any way be affected or impaired thereby. G. The conditions of this Covenant shall be interpreted so as to avoid speculation on the Property and to insure to the greatest extent possible that its purchase price and mortgage payments remain affordable throughout the affordability period to persons and families of low income. 13 H. This Covenant is prior and superior to the Owner’s right of a homestead exemption under Article XVIII, Section I of the Colorado Constitution and under Part 2, Article 41, Title 38 of the Colorado Revised Statutes or any successor statutes. The Owner waives his or her homestead rights to the full extent that they conflict with or impair EPHA’s or other attorney-in- fact’s rights and remedies under this Covenant. I. If EPHA or Grantor has reasonable cause to believe that an Owner is violating any provision of this Agreement, EPHA or Grantor, through its authorized representative, may immediately inspect the Property between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, after providing the Owner with no less than 24 hours written notice. J. This Agreement cannot be modified except in writing and only upon the express written approval of EPHA or any subsequent attorney-in-fact. K. The EPHA and the Town of Estes Park, Colorado, are intended third-party beneficiaries of this Agreement and are entitled to enforce its terms. 16. Administrative Fee: Upon any transfer or sale of the Property, the Owner (Seller) shall pay at closing to EPHA a sum equal to 0.5% of the purchase price. Said sum is for the purpose of reimbursing EPHA for the administrative costs of monitoring this Agreement and matters related thereto. Remit payment and mail to: Estes Park Housing Authority 363 E Elkhorn Ave Ste 101 P.O. Box 1200 Estes Park, CO 80517 Attn: Executive Director IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above. 14 OF COLORADO ) ) ss. OF LARIMER ) The foregoing instrument was acknowledged before me this day of , 20 by the Witness my hand and official seal. GRANTEE XXX Homeowner OF COLORADO ) ) ss. OF LARIMER ) The foregoing instrument was acknowledged before me this day of , 202_ Habitat for Humanity of the St. Vrain Valley, GRANTOR Notary Public (seal) Page 1 of 2 THE MAKER’S INITIAL PURCHASE PRICE FOR THE RESIDENTIAL UNIT IS $_3xx,xxx.00 . THE ESTIMATED MARKET PRICE FOR THE UNIT AT THE TIME OF MAKER’S INITIAL PURCHASE IS Exhibit A – Appreciation Limiting Promissory Note APPRECIATION LIMITING PROMISSORY NOTE , November 2023 FOR VALUE RECEIVED, the undersigned, HOMEOWNER, (herein after referred to as "Maker"), promises to pay to ESTES PARK HOUSING AUTHORITY (herein after "Holder"), 363 E Elkhorn, Suite 101, Estes Park, Colorado 80517, or at such other place as Holder may from time to time direct, upon sale of the property an amount equal to the Gross Proceeds in excess of the Maximum Resale Price, under the Master Deed Restriction, dated and recorded under Reception No. of the records of the Clerk and Recorder of Larimer County, Colorado (the “Affordable Housing Restrictive Covenant”). This is Note is secured by a second Deed of Trust of even date herewith on real property located in the County of Larimer, State of Colorado, to wit: LOT X , xxxx - County of Larimer, State of Colorado. And generally known as: ., Estes Park, CO 80517 Until released, said Deed of Trust contains additional rights of Holder. Such rights may cause acceleration of the indebtedness evidenced by this Note. Reference is made to said Deed of Trust for such additional terms. In the event of the occurrence of any event of default, as defined below, the entire principal balance of this Note, shall, at the option of Holder and without notice, become immediately due and payable. For purposes of this Note, an event of default shall consist of any of the following: (a) A voluntary or involuntary sale, assignment or transfer of any ownership interest in the Property, or failure to occupy the Property, by the Homebuyer, without the written consent of the Holder. If the proposed sale or transfer is to a person or household meeting the income guidelines of this Agreement, the Holder shall not unreasonably withhold its consent. If, in the opinion of Holder, it becomes necessary to employ counsel to collect or enforce this Note, to foreclose on the Deed of Trust securing this Note, or otherwise to protect the security for the same, Maker agrees to pay Holder, in addition to the sums above stated, a reasonable sum for attorney's Page 2 of 2 HOMEOWNER: HOMEOWNER: HOMEOWNER HOMEOWNER State of ) ) ss: ) foregoing instrument was acknowledged before me this day of , 2023 by . (Name of person acknowledged, i.e. signing agreement) Exhibit A – Appreciation Limiting Promissory Note fees for such collection and costs of collection, enforcement or protection of such security. Presentment, notice of dishonor, and protest are hereby waived by Maker. Maker acknowledges that Holder may assign this Note at anytime, and such assignment shall not affect Maker's rights, duties and obligations hereunder. IN WITNESS WHEREOF, Maker has signed this Note the day, month and year first written Estes Park Housing Authority and Habit at for Hu m an it y of t h e St . Vrain June 2026 Attach ment 2 Many Hands Make Light Work How can we leverage all t h e t ools at ou r disposal t o creat e h ou sin g own ersh ip opport u n it ies? The Financial Realit ies –an exam ple Item Cost Original Development Cost $450,000 Total investment $450,000 Final Sales Price (<80% AMI Qualified Buyer) $350,000 Financial GAP $143,719 Contributions -CDOH $50,000 Contributions -FHLB Grant $20,000 Contributions -6E -Proposed $30,000 Contributions -Total $100,000 Summary of Restrictions ●Households earning less than 80% Area Median Income (AMI) ○2026/2027 = <$73,040 single person or <$83,520 two -person ●Buyer must be Qualified Workforce Household ○Employed within Park R-3 School District Boundaries average of 30 hrs per week annualized basis (or 1,560 hrs) ●Appreciation Cap / Maximum Sales Price ○25% of appreciated value + Fees ●Resale Example ○Initial Market Appraisal -$500,000 ○Future Appraisal -$658,000 ○Appreciated Market Value = $158,000 ○Appreciation CAP 25% = $39,500 ○New Sales Price = $539,500 The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Jackie Williamson, Town Clerk Department: Town Clerk Date: June 9, 2026 Subject: Resolution 71-26 New Hotel and Restaurant Liquor License Filed by Eastern Slope LLC dba Eastern Slope, 200 Moraine Avenue, Estes Park, CO 80517 Type: Resolution, Quasi-Judicial Objective: Approval of a new Hotel and Restaurant liquor license located at 200 Moraine Avenue, Estes Park, Colorado. Application filed by Eastern Slope LLC dba Eastern Slope. Present Situation: An application for a new concurrent Hotel and Restaurant liquor license was received by the Town Clerk’s office on April 30, 2026. All necessary paperwork and fees were submitted; please see the attached Procedure for Hearing on Application – New Liquor License for additional information. The applicant is aware of the Town Board’s requirement to complete “Responsible Vendor Training” and has previously completed T.I.P.S. training as the applicant has operated a number of establishments throughout Estes Park. The location has held a liquor license previously for a number of different businesses, with the last liquor license expiring December 2024. The liquor license application has been sent to the Colorado Department of Revenue Liquor Enforcement Division (LED) for a concurrent review as requested by the applicant. This allows the LED to review the application simultaneously with the Town and expedites the issuance of the new liquor license and allows the applicant to operate the license as soon as possible. Proposal: The application and relevant documents have been included for the Town Board’s review and consideration for a new Hotel and Restaurant liquor license. The licensee has requested the license to serve alcoholic beverages to their patrons. Advantages: • Approval of the license provides the business owner with the opportunity to operate a liquor-licensed establishment in the Town of Estes Park. Disadvantages: • The owner is denied a business opportunity to operate a liquor license establishment. Action Recommended: Approval of the application for a new Hotel and Restaurant liquor license. Finance/Resource Impact: The fee paid to the Town of Estes Park for a new Hotel and Restaurant Liquor license is $1,319. The fee covers the administrative costs related to processing the application, background checks, and business licensing. In addition, the annual renewal fee payable to the Town of Estes Park for a Hotel and Restaurant Liquor license is $869. Level of Public Interest: Low. Sample Motions: I approve/deny Resolution 71-26. Attachments: 1. Procedures for Hearing 2. Resolution 71-26 3. Application, Diagram, Individual History 4. Police Report 1 PROCEDURE FOR HEARING ON APPLICATION NEW LIQUOR LICENSE 1.MAYOR. The next order of business is convening the Liquor Licensing Authority for the Town of Estes Park. The next order of business will be the public hearing on the application of Eastern Slope LLC dba Eastern Slope, for a new Hotel and Restaurant Liquor License located at 200 Moraine Avenue, Estes Park, Colorado. At this hearing, the Liquor Licensing Authority shall consider the facts and evidence determined as a result of its investigation, as well as any other facts, the reasonable requirements of the neighborhood for the type of license for which application has been made, the desires of the adult inhabitants, the number, type and availability of liquor outlets located in or near the neighborhood under consideration, and any other pertinent matters affecting the qualifications of the applicant for the conduct of the type of business proposed. OPEN PUBLIC HEARING 2.TOWN CLERK. Will present the application and confirm the following:  The application was filed April 30, 2026.  At a meeting of the Board of Trustees on May 26, 2026, the public hearing was set for 7:00 p.m. on Tuesday, June 9, 2026.  The neighborhood boundaries for the purpose of this application and hearing were established to be 3.8 miles.  The Town has received all necessary fees and hearing costs.  The applicant is filing as a Limited Liability Corporation.  The property is zoned CD – Commercial Downtown which allows this type of business as a permitted use.  The notice of hearing was published on May 29, 2026. Attachment 1 2  The premises was posted on May 29, 2026.  There is a police report with regard to the investigation of the applicant.  Status of Responsible Vendor Training: Unscheduled Scheduled * X Completed (Previously)  There is a map indicating all liquor outlets presently in the Town of Estes Park available upon request. 3.APPLICANT.  The applicants will be allowed to state their case and present any evidence they wish to support the application. 4.OPPONENTS.  The opponents will be given an opportunity to state their case and present any evidence in opposition to the application.  The applicant will be allowed a rebuttal limited to the evidence presented by the opponents. No new evidence may be submitted. 5.MAYOR.  Ask the Town Clerk or Town Clerk Office whether any communications have been received in regard to the application and, if so, to read all communication.  Indicate that all evidence presented will be accepted as part of the record.  Ask the Board of Trustees if there are any questions of any person speaking at any time during the course of this hearing.  Declare the public hearing closed. 6.SUGGESTED MOTION: I move that Resolution 71-26 be approved/denied for a new Hotel and Restaurant liquor license for Eastern Slope LLC dba Eastern Slope, 200 Moraine Avenue, Estes Park, Colorado. RESOLUTION 71-26 A RESOLUTION APPROVING A NEW HOTEL AND RESTAURANT LIQUOR LICENSE FOR EASTERN SLOPE LLC DBA EASTERN SLOPE WHEREAS, the Town Board of Trustees acting in their capacity as the Liquor Licensing Authority for the Town of Estes Park held a public hearing on June 9, 2026 for a new Hotel and Restaurant Liquor License, filed by Eastern Slope LLC dba Eastern Slope, 200 Moraine Avenue, Estes Park, Colorado; and WHEREAS, C.R.S. § 44-3-301(2)(a) requires the licensing authority shall consider the reasonable requirements of the neighborhood, the desires of the adult inhabitants, and all other reasonable restrictions that are or may be placed upon the neighborhood by the local licensing authority; and WHEREAS, the Board of Trustees finds that the reasonable requirements of the neighborhood are not met by the present liquor outlets in the neighborhood and that the desires of the adult inhabitants are for the granting of this liquor license. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The new Hotel and Restaurant Liquor License, filed by Eastern Slope LLC dba Eastern Slope, 200 Moraine Avenue, Estes Park, Colorado be approved. DATED this day of , 2026. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney Attachment 2 DR 8404 ( 05/ 29/25) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division PO BOX 17087 Denver CO 80217-0087 ^. , . _ .1 _ , . _ r^. ^ -if • » i. ,.r3o3)2o5"23oo Colorado Liquor Retail License Application Note that the Division will not accept cash \^ Paid by Check Date Uploaded to Movelt D Paid Online |_5\\<b\7jC?-7^ New License | v| New-Concurrent |_| Transfer of Ownership |_| State Property Only |_| Master file All answers must be printed in black ink or typewritten Applicant must check the appropriate box(es) Applicant should obtain a copy of the Colorado Liquor and Beer Code: SBG. Colorado. gov/Liquor Applicant is applying as a/an II Individual Limited Liability Company || Association or Other II Corporation || Partnership (includes Limited Liability and Spouse or Partner in a Civil Union Applicant Name If an LLC, name of LLC; if partnership, at least 2 partner's names; if corporation, name of corporation E.^ST^^^ S'Lopf^ L^^— E]N Number 3-?'?e^g0'8-2 tate Sales Tax Number Trade Name of Establishment (DBA) EAs'7~"^f^^l S^P'PI^ -r^f>HOUS^ Business Telephone^>^^' 7^f Address of Premises (specify exact location of premises, include suite/unit numbers) 00 Worw^^ ^c City County State ZIP Code c-L^h-iz^: /T] i^fS^..• V Sssi^- Mailing Address (Number and Street) P ^ ^0 X ^JV.5 City or Town State ZIP Code E^-f-^p^y^ _C.^)SO^I-^ Email Address If the premises currently has a liquor or beer license, you must answer the following questions. Present Trade Name of Establishment (DBA) lo ^\ ~e Present State License Number Present Class of License Present Expiration Date NA f A ^-t/f^/V/^1 Page 1 of 16 Attachment 3 Section A Nonrefundable application fees* II Application Fee for New License......................................................................................................$1,100.00 Application Fee for New License with Concurrent Review.................................................................. .$1,200.00 m Application Fee for Transfer.............................................................................................................$1,100.00 Section B Liquor License Fees* Add Optional Premises to H & R........................................................ .$100.00 X Total Add Sidewalk Service Area..................................................................................................................$75.00 Arts License (City).............................................................................................................................$308.75 D Arts License (County)........................................................................................................................$308.75 m Beer and Wine License (City).............................................................................................................$351.25 Beer and Wine License (County)........................................................................................................$436.25 Brew Pub License (City)...................................................................................................................$750.00 n Brew Pub License (County)................................................................................................................$750.00 II Campus Liquor Complex (City)...........................................................................................................$500.00 II Campus Liquor Complex (County)......................................................................................................$500.00 II Campus Liquor Complex (State).........................................................................................................$500.00 D Club License (City)............................................................................................................................$308.75 m Club License (County).......................................................................................................................$308.75 n Distillery Pub License (City)...............................................................................................................$750.00 D Distillery Pub License (County)...........................................................................................................$750.00 II Entertainment Facility License (City)...................................................................................................$500.00 Entertainment Facility License (County)............................................................................................. ..$500.00 Hotel and Restaurant License (City)....................................................................................................$500.00 Hotel and Restaurant License (County)...............................................................................................$500.00 Hotel and Restaurant License with one optional premises (City).............................................................$600.00 Hotel and Restaurant License with one optional premises (County)....................................................... .$600.00 II Liquor-Licensed Drugstore (City).........................,..............................................................................$227.50 II Liquor-Licensed Drugstore (County)...................................................................................................$312.50 Lodging Facility License (City)............................................................................................................$500.00 II Lodging Facility License (County).......................................................................................................$500.00 DR 8404 (05/29/25) Page 2 of 16 Section B Liquor License Fees* (Continued) r~| Manager Registration - H & R..............................................................................................................$30.00 II Manager Registration - Tavern.............................................................................................................$30.00 II Manager Registration - Lodging & Entertainment...................................................................................$30.00 Manager Registration - Campus Liquor Complex....................................................................................$30.00 II Optional Premises License (City)........................................................................................................$500.00 II Optional Premises License (County)...................................................................................................$500.00 II Racetrack License (City)....................................................................................................................$500.00 II Racetrack License (County)...............................................................................................................$500.00 Resort Complex License (City)...........................................................................................................$500.00 II Resort Complex License (County).......................................................................................................$500.00 Related Facility - Campus Liquor Complex (City)..................................................................................$160.00 Related Facility- Campus Liquor Complex (County)............................................................................ .$160.00 II Related Facility - Campus Liquor Complex (State)................................................................................$160.00 II Retail Gaming Tavern License (City).................................................................................................. .$500.00 Retail Gaming Tavern License (County)...............................................................................................$500.00 m Retail Liquor Store License-Additional (City).......................................................................................$227.50 II Retail Liquor Store License-Additional (County)..................................................................................$312.50 Retail Liquor Store (City)....................................................................................................................$227.50 II Retail Liquor Store (County)...............................................................................................................$312.50 II Tavern License (City).........................................................................................................................$500.00 m Tavern License (County)....................................................................................................................$500.00 Vintners Restaurant License (City)......................................................................................................$750.00 II Vintners Restaurant License (County).................................................................................................$750.00 Questions? Visit: SBG.Colorado.gov/Liquor for more information Do not write in this space - For Department of Revenue use only Liability Information License Account Number Liability Date License Issued Through (Expiration Date) Total DR 8404 (05/29/25) Page 3 of 16 Application Documents Checklist and Worksheet Instructions: This checklist should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. Questions? Visit: SBG.Colorado.gov/Liquorfor more information Items submitted, please check all appropriate boxes completed or documents submitted I. Applicant information II Applicant/Licensee identified II State sales tax license number listed or applied for at time of application License type or other transaction identified Return originals to local authority (additional items may be required by the local licensing authority) All sections of the application need to be completed Master file applicants must include the Application for Master File form DR 8415 and applicable fees to this Retail License Application II. Diagram of the premises No larger than 81/2"X 11" Dimensions included (does not have to be to scale). Exterior areas should show type of control (fences, walls, entry/exit points, etc.) Separate diagram for each floor (if multiple levels) Return originals to local authority (additional items may be required by the local licensing authority) II Kitchen - identified if Hotel and Restaurant Bold/Outlined Licensed Premises III. Proof of property possession (One Year Needed) Deed in name of the applicant (or) (matching Applicant Name provided on page 1) date stamped / filed with County Clerk II Lease in the name of the applicant (or) (matching Applicant Name provided on page 1) Lease assignment in the name of the applicant with proper consent from the landlord and acceptance by the applicant Other agreement if not deed or lease, (matching Applicant Name provided on page 1) DR 8404 (05/29/25) Page 4 of 16 IV. Background information (DR 8404-1) and financial documents Complete DR 8404-1 for each principal (individuals with more than 10% ownership, officers, directors, partners, members) Fingerprints taken and submitted to the appropriate Local Licensing Authority through an approved State Vendor. Master File applicants submit results to the State Do not complete fingerprint cards prior to submitting your application. The Vendors are as follows: IdentoGO Appointment Scheduling Website: https://uenroll.identogo.com/workflows/25YQHT Phone: 844-539-5539 (toll-free) IdentoGO FAQs: https://cbi.Colorado.gov/sections/biometric-identification-and-records-unit/biometric- identification-and-records-unit-faqs State Liquor Code for IdentoGO: 25YQHT Colorado Fingerprinting Appointment Scheduling Website: http://www.coloradofingerprinting.com/cabs/ Phone: 720-292-2722 833-224-2227 (toll free) State Liquor Code for Colorado Fingerprinting: C030LIQI Purchase agreement, stock transfer agreement, and/or authorization to transfer license II List of all notes and loans (Copies to also be attached) V. Sole proprietor/Spouse or partners in a civil union (if applicable) Form DR 4679 Lawful Presence Affidavit II Copy of State issued Driver's License or Colorado Identification Card for each applicant VI. Corporate applicant information (if applicable) II Certificate of Incorporation Certificate of Good Standing II Certificate of Authorization if foreign corporation (out of state applicants only) VII. Partnership applicant information (if applicable) Partnership Agreement (general or limited). Certificate of Good Standing VIII. Limited Liability Company applicant information (if applicable) II Copy of articles of organization II Certificate of Good Standing II Copy of Operating Agreement (if applicable) Certificate of Authority if foreign LLC (out of state applicants only) IX. Manager registration for Hotel and Restaurant, Tavern, Lodging & Entertainment, and Campus Liquor Complex licenses when included with this application 30.00 fee If owner is managing, no fee required DR 8404 (05/29/25) Page 5 of 16 1. Is the applicant (including any of the partners if a partnership; members or managers if a limited liability company; or officers, stockholders or directors if a corporation) or managers under the age of twenty-one years?................................ ^ Yes f0\No 2. Has the applicant (including any of the partners if a partnership; members or managers if a limited liability company; or officers, stockholders or directors if a corporation) or managers ever (in Colorado or any other state): a. Been denied an alcohol beverage license?................................... 0 Yes ©' No b. Had an alcohol beverage license suspended or revoked?........... 0 Yes 'j© No c. Had interest in another entity that had an alcohol beverage license suspended or revoked?................................................................... 0 Yes @[ No If you answered yes to a, b or c above, explain in detail on a separate sheet. 3. Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the preceding two years?............ 0 Yes ^TNO If "yes", explain in detail. 4. Are the premises to be licensed within 500 feet, of any public or private school that meets compulsory education requirements of Colorado law, or the principal campus of any college, university or seminary?..................,...................,.,............. 0 Yes © No or Waiver by local ordinance? 0 Yes 0 No Other 5. Is your Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 1500 feet of another retail liquor license for off-premises sales in a jurisdiction with a population of greater than (>) 10,000? NOTE: The distance shall be determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being made and ends at the principal doorway of the Licensed LLDS/RLS.......................................................... 0 Yes %) No DR 8404 (05/29/25) Page 6 of 16 6. Is your Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 3000 feet of another retail liquor license for off-premises sales in a jurisdiction with a population of less than (<) 10,000? NOTE: The distance shall be determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being rr)ade and ends at the principal doorway of the Licensed LLDS/RLS............/^/T'9''.................................. 0 Yes 0 No For additional Retail Liquor Store only. a. Was your Retail Liquor Store License issued on or before January 1, 2016'3/^0 Yes 0 No b. Are you a Colorado resident?......................................................... 0 Yes 0 No 7. Has a liquor or beer license ever been issued to the applicant (including any of the partners, if a partnership; members or manager if a Limited Liability Company; or officers, stockholders or directors if a corporation)? If yes, identify the name of the business and list any current financial interest in said business including any loans to orfrom a licensee.................................................................... 0 Yes 0 No 8. Does the applicant, as listed on line 2 of this application, have legal possession of the premises by ownership, lease or other arrangement?......... 0 Yes 0 No 0 Ownership @T Lease 0 Other (Explain in detail) a. If leased, list name of landlord and tenant, and date of expiration, exactly as they appear on the lease: Landlord f^t/h'-hw ^^rf Ll^L Fenant C/^r^w ^'LOP^ L-L^. xpires o//a^/^0^7 b. Is a percentage of alcohol sales included as compensation to the landlord? If yes, complete question on page 9............................................... 0 Yes ^ No c. Attach a diagram that designates the area to be licensed in black bold outline (including dimensions) which shows the bars, brewery, walls, partitions, entrances, exits and what each room shall be utilized for in this business. This diagram should be no larger than QVs" X 11". DR 8404 (05/29/25) Page 7 of 16 9. Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies) will loan or give money, inventory, furniture or equipment to or for use in this business; or who will receive money from this business? Attach a separate sheet if necessary. Last Name First Name f 0 ^ >e-n o v\ <f - Date of Birth (MM/DD/YY)FEIN or SSN Number Interest/Percentage ast Name =irst Name Date of Birth (MM/DD/YY)=EIN or SSN Number nterest/Percentage ast Name =irst Name Date of Birth (MM/DD/YY)=EINorSSN Number nterest/Percentage Attach copies of all notes and security instruments and any written agreement or details of any oral agreement, by which any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit, sales, giving of advice or consultation. 10. Optional Premises or Hotel and Restaurant Licenses with Optional Premises: Has a local ordinance or resolution authorizing optional premises been adopted?........... 0 Yes ^>' No Number of additional Optional Premise areas requested. (See license fee chart) For the addition of a Sidewalk Service Area per Regulation 47-302(A)(4), include a diagram of the service area and documentation received from the local governing body authorizing use of the sidewalk. Documentation may include but is not limited to a statement of use, permit, easement, or other legal permissions. 11. Liquor Licensed Drugstore (LLDS) applicants, answer the following: a. Is there a pharmacy, licensed by the Colorado Board of Pharmacy, located within the applicant's L L D S premise?.......................................... If "yes" a copy of license must be attached. 0 Yes No DR 8404 (05/29/25)Page 8 of 16 12. Club Liquor License applicants answer the following: Attach a copy of applicable documentation a. Is the applicant organization operated solely for a national, social, fraternal, patriotic, political or athletic purpose and not for pecuniary gain?..................... 0 Yes (^ No b. Is the applicant organization a regularly chartered branch, lodge or chapter of a national organization which is operated solely for the object of a patriotic or fraternal organization or society, but not for pecuniary gain?........................ (-) Yes 0^ No c. How long has the club been incorporated?.IA/P, d. Has applicant occupied an establishment for three years (three years required) that was operated solely for the reasons stated above?.................................... 0 Yes <3 No 13. Brew-Pub, Distillery Pub or Vintner's Restaurant applicants answer the following: a. Has the applicant received or applied for a Federal Permit? (Copy of permit or application must be attached).......................................................................... 0 Yes ^' No 14. Campus Liquor Complex applicants answer the following: a. Is the applicant an institution of higher education?...........................,................. Q Yes QC No b. Is the applicant a person who contracts with the institution of higher education to provide food services?..................................................................... 0 Yes 0 No If "yes" please provide a copy of the contract with the institution of higher education to provide food services. 15. For all on-premises applicants. a. For all Liquor Licensed Drugstores (LLDS) the Permitted Manager must also submit an Manager Permit Application - DR 8000 and fingerprints. ast Name of Manager VAU^-A ^'r^ irst Name of Manager jZ^^-^y^- 16. Does this manager act as the manager of, or have a financial interest in, any other liquor licensed establishment in the State of Colorado? If yes, provide name, type of license and account number............................................................. ^Yes U No Name f ^ V^ ^c. Fype of License Tc^i/c^i^ ccount Number f^V 7 DR 8404 (05/29/25) Page 9 of 16 17. Related Facility - Campus Liquor Complex applicants answer the following: a. Is the related facility located within the boundaries of the Campus Liquor Complex?.................................................................................................. 0 Yes If yes, please provide a map of the geographical location within the Campus Liquor Complex. If no, this license type is not available for issues outside the geographical location of the Campus Liquor Complex. b. Designated Manager for Related Facility - Campus Liquor Complex Last Name of Manager First Name of Manager 18. Entertainment Facility License If Applicant is applying for an Entertainment Facility License, you affirm that your business model and aligns with the statutory privileges and requirements:........... 0 Yes ® No Pursuant to 44-3-103(15.5) C.R.S., an Entertainment Facility means an establishment in which the primary business is to provide the public with sports or entertainment activities within its licensed premises; and that, incidental to its primary business, sells and serves alcohol beverages at retail for consumption on the licensed premises; and has sandwiches and light snacks available for consumption on the licensed premises. If Applicant is applying for a Lodging Facility License, you affirm that your business model and aligns with the statutory privileges and requirements:........... 0 Yes ® No Pursuant to 44-3-103(29) C.R.S., a Lodging Facility means an establishment in which the primary business is to provide the public with sleeping rooms and meeting facilities; and that sells and serves alcohol beverages at retail for consumption on the licensed premises; and has sandwiches and light snacks available for consumption on the licensed premises. 19. Tax Information. a. Has the applicant, including its manager, partners, officer, directors, stockholders, members (LLC), managing members (LLC), or any other person with a 10% or greater financial interest in the applicant, been found in final order of a tax agency to be delinquent in the payment of any state or local taxes, penalties, or interest related to a business?............. 0 Yes $Z No b. Has the applicant, including its manager, partners, officer, directors, stockholders, members (LLC), managing members (LLC), or any other person with a 10% or greater financial interest in the applicant failed to pay any fees or surcharges imposed pursuant to section 44-3-503, C.R.S.?......... 0 Yes ^ No DR 8404 (05/29/25) Page 10 of 16 If applicant is a corporation, partnership, association or limited liability company, applicant must list all Officers, Directors, General Partners, and Managing Members. In addition, applicant must list any stockholders, partners, or members with ownership of 10% or more in the applicant. All persons listed below must also attach form DR 8404-1 (Individual History Record), and make an appointment with an approved State Vendor through their website. See application checklist, Section IV, for details. lame J^jTh ^^h p- y^j sh ^ic^{ ate of Birth (MM/DDA/Y) street Address 5ity"U~ B^tS pff/k^ lame ate P Code OSl^f- G [/C^tl^ ^^S Street Address 3ity jV-^p^^^L Mame ate P Code OSf^- ssition M^r"- ate of Birth (MM/DD/YY) ssition r)cu^ ev ate of Birth (MM/DD/YY) Owned Cy^/. Owned 17- Street Address 3ity Mame at€IP Code osition ate of Birth (MM/DDA'Y) 1 Owned Street Address City Name tate IP Code osition ate of Birth (MM/DD/YY) Owned Street Address City tatc IP Code osition ) Owned DR 8404 (05/29/25)Page 11 of 16 If applicant is owned 1 00% by a parent company, please list the designated principal officer on above. Corporations - the President, Vice-President, Secretary and Treasurer must be accounted for above (Include ownership percentage if applicable) If total ownership percentage disclosed here does not total 100%, applicant must check this box: Applicant affirms that no individual other than these disclosed herein owns 10% or more of the applicant and does not have financial interest in a prohibited liquor license pursuant to Article 3 or 5, C.R.S. would like to apply for a Two-Year Renewal./es 0 No Oath Of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. I also acknowledge that it is my responsibility and the responsibility of my agents and employees to comply with the provisions of the Colorado Liquor or Beer and Wine Code which affect my license. Printed Name Title J^> i ^3 h> )^^J ^ A ^ ^^ -^ c^ ^ -<" >/- - iture Date (MM/DD/YY) T J I L/--7/-Z^ OR 8404 (05/29/25)Page 12 of 16 Report and Approval of Local Licensing Authority (City/County) Date application filed witMocal authority 2>ol-z^-u-^ Date of local authority hearing (for new license applicants; cannot be less than 30 days from date of application)^ icl jZo-Z-G For TransferApplications Only-Is the license being transferred valid?...................... 0 Yes (^ No The Local Licensing Authority Hereby Affirms that each person required to file DR 8404-1 (Individual History Record) or a DR 8000 (Manager Permit) has been: Fingerprinted Subject to background investigation, including NCIC/CCIC check for outstanding warrants That the local authority has conducted, or intends to conduct, an inspection of the proposed premises to ensure that the applicant is in compliance with and aware of, liquor code provisions affecting their class of license Check One) 0 Date of inspection or anticipated date Will conduct inspection upon approval of state licensing authority II Is the Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 1,500 feet of another retail liquor license for off-premises sales in a jurisdiction with a population of > 10,0000?............................................................................ U Yes ^ No Is the Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 3,000 feet of another retail liquor license for off-premises sales in a jurisdiction with a population of < 10,0000?............................................................................ U Yes (^ No NOTE: The distance shall be determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being made and ends at the principal doorway of the Licensed LLDS/RLS. Does the Liquor-Licensed Drugstore (LLDS) have at least twenty percent (20%) of the applicant's gross annual income derived from the sale of food, during the priortwelve (12) month period?............................................................................ U Yes W No The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 44, Article 4 or 3, C.R.S., and Liquor Rules. Therefore, this application is approved. DR 8404 (05/29/25) Page 13 of 16 Report and Approval of Local Licensing Authority (Continued) Local Licensing Authority approves the Temporary Permit...............................................0 Yes 0 No Approval Date of the Temporary Permit Expiration Date of the Temporary Permit lfthe temporary permit expires or an extension is required, the state liquor licensing authority should be notified of the status of the temporary permit. lf the temporary permit information is not filled out for the transfer of ownership, the Transfer Application will not be accepted and processed. Local Licensing Authority Approves this license for a two-year renewal........................ 0 Yes 0 No If "No", please cite the law, regulation, local ordinance or resolution that gives the local licensing authority the ability to deny the applicant and grounds for denial. Also, please provide any and all investigative reports, and administrative or criminal action that relate or justify this denial. Proof of Violation Local Licensing Authority for Telephone Number 0^ ^S-T^-'S <?>tv(5-f e=\~^o- s^n- Li^ \ fowri) City 0 County Printed Name title Signature Date (MM/DD/YY) Printed Name ntie Signature Date (MM/DDA/Y) DR 8404 (05/29/25)Page 14 of 16 OR 8495 (02/16/24) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division PO BOX 17087 Denver CO 80217-0087 303) 205-2300 Tax Check Authorization, Waiver, and Request to Release Information I,J^i'VM'^ ^ am signing this Tax Check Authorization, Waiver and Request to Release Information (hereinafter Waiver") on behalf of the "Applicant/Licensee") E^STE^5'L(3p£- TAip^oU'.S to permit the Colorado Department of Revenue and any other state or local taxing authority to release information and documentation that may otherwise be confidential, as provided below. If I am signing this Waiver for someone other than myself, including on behalf of a business entity, I certify that I have the authority to execute this Waiver on behalf of the Applicant/Licensee. The Executive Director of the Colorado Department of Revenue is the State Licensing Authority, and oversees the Colorado Liquor Enforcement Division as his or her agents, clerks, and employees. The information and documentation obtained pursuant to this Waiver may be used in connection with the Applicant/Licensee's liquor license application and ongoing licensure by the state and local licensing authorities. The Colorado Liquor Code, section 44-3-101. et seq. ("Liquor Code"), and the Colorado Liquor Rules, 1 CCR 203-2 ("Liquor Rules"), require compliance with certain tax obligations, and set forth the investigative, disciplinary and licensure actions the state and local licensing authorities may take for violations of the Liquor Code and Liquor Rules, including failure to meet tax reporting and payment obligations. The Waiver is made pursuant to section 39-21-113(4), C.R.S., and any other law, regulation, resolution or ordinance concerning the confidentiality of tax information, or any document, report or return filed in connection with state or local taxes. This Waiver shall be valid until the expiration or revocation of a license, or until both the state and local licensing authorities take final action to approve or deny any application(s) for the renewal of the license, whichever is later. Applicant/Licensee agrees to execute a new waiver for each subsequent licensing period in connection with the renewal of any license, if requested. By signing below, Applicant/Licensee requests that the Colorado Department of Revenue and any other state or local taxing authority or agency in the possession of tax documents or information, release information and documentation to the Colorado Liquor Enforcement Division, and is duly authorized employees, to act as the Applicant's/Licensee's duly authorized representative under section 39-21-113(4), C.R.S., solely to allow the state and local licensing authorities, and their duly authorized employees, to investigate compliance with the Liquor Code and Liquor Rules. Applicant/ Licensee authorizes the state and local licensing authorities, their duly authorized employees, and their legal representatives, to use the information and documentation obtained using this Waiver in any administrative or judicial action regarding the application or license. Page 15 of 16 Name (Individual/Business) T-^/ ^LOPE- </^ Social Security Number/Tax Identification Number Home Phone Number BusinessAA/ork Phone Number 11?^"^^^ Street Address 0 D ^ffY~<^ ^ ^ /^ City State ZIP Code 4-^-^^^^^<^^T/-7- Printed name of person signing on behalf of the Applicant/Licensee J A ^ ^J -X~ X a. ^ ApplicanlZUfiensee's Signature (Signature authorizing the^isduswe^of confidential tax information) Date Signed v ( <]<y- 7-f- 2X> Privacy Act Statement Providing your Social Security Number is voluntary and no right, benefit or privilege provided by law will be denied as a result of refusal to disclose it. § 7 of Privacy Act, 5 USCS § 552a (note). DR 8495 (02/16/24)Page 16 of 16 Dinesh Shakya: 1. Cafe de Pho Thai, Inc license # 42-92577 2. Elk Express Inc, dba Elevations Eatery and Bar license # 03-05580 3. Lotus Global, Inc dba Hunter's Chophouse license # 03-04854 Darya Valkavets: 1. Antlers Tavern LLC license # 03-22620 2. SkyPeak Group LLC, dba Estes Perk license # 03-25475 3. Cafe de Pho Thai Inc. license # 42-92577 fa^kr^ $/o/a^ ^C. dCd €a^kf^ Shyvr TeyAofM. MordUtK T^-V- f^. ^~^"~JU3tUU' W y T — ! 3SDDDDDDJl=^=(ffi^ ua us&"..w 1/4" = r-o"WORK AREA; 3.754 w BASIS ARCHITECTURE P.C. 1692 Big Thompson Ave, #100 Estes Park, CO 80517 970.586.9140 BASIS.com BASIS Architecture, P.C. 200 Moraine Ave EstesPark,C080517 VLSS. CDfPERMIT REVISED TW2S2S Sheet Title: MORAINEAVEFLOORPLAN 17 A2.0 DR 8404-1 (12/05/24) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division PO Box 17087 Denver CO 80217-0087 303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern, Lodging Facility, and Entertainment Facility class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) Name of Business r^^l ^Lop^- t^^ lome Phone Number cellular Number Your Full Name (last, first, middle) a^-s-H- fi^V s'Hft-^y^- r^/HG^ ^tj" List any other names you have used Mailing address (if different from residence) y^/M^ ^< g'ffS/'-^- Email Address 1. List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Current Street and Number Current City, State, ZIP p___ _| | •^S^/?f' From: " To: tf^s"/ -^y^'^ _ | | P'} Previous Street and Number Previous City, State, ZIP j?/^/^^. c^- ^'^/•~^— f^s"/- ^y^'^p>-^-s<-'^>^ - i/^6 ^)^c-H ^^-^f^€'^^^ ^^' ^Sf^— From: To: 7 ^^ Page 1 of 6 Individual History Record (Continued) 2. List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business 0^'Qc <^)^ p^ff- '^n-^- jr/^/<^- Address (Street, Number, City, State, ZIP) S tu- pJf^r^/^ £>€^, e^e ^^,^ ^5^ Position Held p^ ^/'/frr/- From:To: 1 ^>.tf^'^^_ Name of Employer or Business E^l^- ^ ^.p>e <>S 1^ Address (Street, Number, City, State, ZIP) JT^ ^' ^/k.^^ ^'-<-^^/^ TV.^ CO ^C/S^- Position Held p > e S^r ^'<° n'~/' From:To: g)^M.p>^^-s y n^ - Name of Employer or Business uy-f-^ ^ ^ io ^/^_ / h Address (Street, Number, City, State, ZIP) C^fD g^'T^f^^ /^-^-^/ es^^ ?^^ r ^ ^ ^-s): Position Held L/ c <^ /~>> ^ r^^(o»-y- From:To: ff Of -T pr <e J' v ^-^- 3. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. lame of Relative ne5^ S^^4^- -• relationship to You: pfj-v Position Held Name of Licensee pr^/^^-f-Efk- /^//y^r^ i ^ Name of Relative J)<? \^J ^ (/'^- / L^ff^ ^^e- •5 Positioff Held relationship to You: 5^^^j-< Jame of Licensee i?(A ^^/ h^^^~f \^^^J f€^€- — &Yvz?>-f> L<-- OR 8404-1 (12/05/24)Page 2 of 6 Individual History Record (Continued) Name of Relative relationship to You: osition Held ^lame of Licensee Name of Relative relationship to You: Position Held slame of Licensee 4. Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money, furniture, fixtures, equipment or inventory to any licensee?............................................................................................................... If yes, answer in detail.) C d-^y <w_ c^> •~e_ ^> )^o "TV- '>-~-^ •" •\v^ ss ^ ^ L-of^S (^'<-oV^e_ \-^^ c — 5. Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the United States?..................................................................... Q yes S3' No If yes, answer in detail.) 6. Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court or do you have any charges pending?....................................................................... Q Yes j& No If yes, answer in detail.) 7. Are you currently under probation (supervised or unsupervised), parole, or Yes/ ' paroie, completing the requirements of a deferred sentence?............................................. ^ /^ If yes, answer in detail.) DR 8404-1 (12/05/24) Page 3 of 6 Individual History Record (Continued) 8. Have you ever had any professional license suspended, revoked, or denied?..... 0 Yes ^ If yes, answer in detail.) No Personal and Financial Information Unless otherwise provided by law, the personal information required in this section will be treated as confidential. The personal information required in this section is solely for identification purposes. Date of Birth Social Security Number Place of Birth T~^^ s^~t, ^>^(-^ U.S. Citizen Q^Yes Q No Name of District Court If Naturalized, state where When C C=> \ C. -»- ^^ (j S'\JQY\\A^Y^ .10 ^ 0V 3 Naturalization Certificate Number Date of Certiffcation CD^^ev Co\bY^Jo j?-,^? O-o ^»i^-]^/^u^y - ,^—7^3 If an Alien, Give Alien's Registration Card Number Permanent Residence Card NurfTb^r r//^- Height Weight Hair Color Eye Color Gender 5/-7 /^Q^c---^A^^A Do you have a current Driver's License/ID? If so, give number and state. Driver's License Number Driver's License State 9^es 0 No C^ ( o^—^ Jo Financial Information 9. Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other..I, 4»'z-S; ^5^, ZJ^ 10. List the total amount of the personal investment, made by the person listed on page 1 in this business including any notes, loans,cash, services or equipment, operating capital, stock purchases or fees paid.. 0 NOTE: If corporate investment only, please skip to and complete question 12 NOTE: Question 10 should reflect the total of questions 11 and 13 DR 8404-1 (12/05/24)Page 4 of 6 Personal and Financial Information (Continued) 11. Provide details of the personal investment described in question 10. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Fype: Cash, Services or Equipment account Type Bank Name Amount Type: Cash, Service or Equipment Account Type Bank Name \mount Fype: Cash, Services or Equipment \ccount Type Bank Name \mount 12. Provide details of the corporate investment described in question 9. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Services or Equipment Loans Account Type W^A.^^-^''^f Bank Name U^, '^>€(M^ amount ff^ 6^^. ^ Type: Cash, Services or Equipment -oans \ccountType Bank Name \mount Type: Cash, Services or Equipment -cans \ccount Type Bank Name \mount 13. Loan Information (Attach copies of all notes or loans) Name of Lender Address WiZe^fS ^^ /c^-^° ^rro^ rfr ^ ^//^<fr7^^ 7A^ y^^-< Term Security Amount f /^^0,sw DR 8404-1 (12/05/24)Page 5 of 6 Personal and Financial Information (Continued) Mame of Lender \ddress term security amount jame of Lender \d dress Ferm security \mount Name of Lender \d dress Term security \mount Oath of Applicant I declare under penalty of perjury that this application and all attachments are true, correct, and complete to the best of my knowledge. Eleotmni^signature is not accepted, physical signature is required. c Print Signature ^ Title Date (MM/DDA/Y) 1^^ VY^V^J 0<4.-^/.-^^ DR 8404-1 (12/05/24)Page 6 of 6 DR 8404-1 (12/05/24) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division PO Box 17087 Denver CO 80217-0087 303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern, Lodging Facility, and Entertainment Facility class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) Name of Business r^/z/^f s^ope. i^' Home Phone Number cellular Number Your Full Name (last, first, middle) l^A^€>T^ J^^r^y^- List any other names you have used Pr Mailing address (if different from residence) Email Address 1. List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) current Street and Number current City, State, ZIP E^^^fp^^ C^ ^5^-7 From: To: se^-)- revious Street and Number n Qfy^/^ ^^ devious City, State, ZIP r/^fp^^- ^) • ^> 5- /'?- From:0: zo- Page 1 of 6 Individual History Record (Continued) 2. List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business cn-KS c-- —©p'^ . ^T \v Address (Street, Number, City, State, ZIP) Sr-^d <S ^ 0-— £ ^-<J$ p.v^ to yy:p^|- Position Held V^\ A <^i <^r-<^ rom: 0\^ R): pr~?- <- s ^ r^r-V— Name of Employer or Business 1 e^p^ss ^v"<, Address (Street, Number, City, State, ZIP) 5 3' ^- ^V^-V-o^w ^v^- /- ^s-^e^ p^^- ^c-- ^^r^- Position Held e From:To: 0 /^P^-e s <• ^4 . Name of Employer or Business Address (Street, Number, City, State, ZIP) Position Held From:R): 3. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. lame of Relative j^>^esh ^k^^- relationship to You: yo<?'c^j €— Position Held Name of Licensee J/ ^^-^C^'i'" c?)e- p^e> '77—<Jv ^ Jame of Relative relationship to You: Position Held \lame of Licensee DR 8404-1 (12/05/24)Page 2 of 6 Individual History Record (Continued) Mame of Relative relationship to You: Position Held Mame of Licensee Name of Relative relationship to You: Position Held Mame of Licensee 4. Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money, furniture, fixtures, equipment or inventory to,,.„.....-..-, ..„.-..-„,-»,».^...„,..„.....„,,^.j .^ ^r'Yes () No any licensee?............................................................................................................... If yes, answer in detail.) p^g=tk- ^'y-o^'p fl— f^> '7^^ CCC^ Uff 'TUck,''. Ac 5. Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the United States?. If yes, answer in detail.) 0 Yes No 6. Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court or do you have any charges pending?. If yes, answer in detail.) 0 Yes No 7.Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence?. If yes, answer in detail.) 0 Yes No DR 8404-1 (12/05/24)Page 3 of 6 Individual History Record (Continued) 8. Have you ever had any professional license suspended, revoked, or denied?..... 0 Yes ^ No If yes, answer in detail.) Personal and Financial Information Unless otherwise provided by law, the personal information required in this section will be treated as confidential. The personal information required in this section is solely for identification purposes. Date of Birth Social Security Number Place of Birth i'nf>^ Qvf^Y^s U.S. Citizen 0-Yes Name of District Court 0 No If Naturalized, state \yhere When s> to ^-e^</ ^^'^0- Naturalization Certificate Number Date of Certification por-f- <"oUiv}^ (ohr^o ^llj^^c)^3 F^h^^^f^, ^o^ f an Alien, Give Alien's Registration Card Number Permanent Residence Card Number Height~^ T i/Veight w lair Color 0J-Z/K/A/ Eye Color a ^ Sender A-/e- - Do you have a current Driver's License/ID? If so, give number and state. ....C.<5?. \.o.)r^r^...^.. Driver's License State /^ O^s 0 No Driver's License Number C-^sy ( c> "v- i— J o r Financial Information 9. Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other..{/ C.Z^^^S.ZS- 10. List the total amount of the personal investment, made by the person listed on page 1 in this business including any notes, loans,cash, services or equipment, operating capital, stock purchases or fees paid.. NOTE: If corporate investment only, please skip to and complete question 12 NOTE: Question 10 should reflect the total of questions 11 and 13 DR 8404-1 (12/05/24)Page 4 of 6 Personal and Financial Information (Continued) 11. Provide details of the personal investment described in question 10. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Fype: Cash, Services or Equipment \ccountType Bank Name AmountL ices o\Type: Cash, Services o\£quipment Account Type Bank Name amount Type: Cash, Services or Equipment \ccount Type Bank Name \mount Type; Cash, Services or Equipment account Type Bank Name \mount 12. Provide details of the corporate investment described in question 9. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Fype: Cash, Services or Ui^^ Bank Name u<> /2>^^ Fype; Cash, Services or Bank Name Fype: Cash, Services or Bank Name 13. Loan Information lame of Lender 7^^ -^ term Equipment Equipment Equipment Attach copies C?.U(. 1C— '•- Security oans Amount f^, ^. ^ Loans Amount Loans Amount of all notes or loans) Address hroGcf 5+ Amount f/^¥>^ ccountType e^/'^f Account Type Account Type n^-Hih^ 7^ ^.?^3 DR 8404-1 (12/05/24)Page 5 of 6 Personal and Financial Information (Continued) Mame of Lender \ddress Term Security \mount Iame of Lender address Term Security amount ame of Lender address term Security \mount Oath of Applicant I declare under penalty of perjury that this application and all attachments are true, correct, and complete to the best of my knowledge. Electronic signatu^afs not accepted, physical signature is required. Prjnt Si^ture bc^^ if^tsL^/^5> Title Date (MM/DDAT) iUL--^^'- 7- f- 7^^-A DR 8404-1 (12/05/24)Page 6 of 6 TOV^N OF ESTES PAR]<^ May 5, 2026 Jackie Williamson, Town Clerk Town of Estes Park EstesPark,C080517 RE: Eastern Slope LLC dba Eastern Slope Shakya, Dinesh R. Valkavets, Darya Dear Ms. Williamson: A check of the Estes Park Police Department local records on the individuals was conducted. The system reports date back to possibly October of 2004 or more recently when our system upgraded in December 2020. Unfortunately, there is limited information in the updates. Dinesh Shakya was cited for a Wildlife Protection Ordinance in 2017. There are no other criminal reports involving the business or the individuals listed. Sincerely,^ lan Stewart Chief of Police Estes Park Police Department f '"r^ i - 4-. 170 MACGREGOR AVE. P.O. BOX 1287 Police Department lan Stewart, Chief of Police ^irh.^.'^•sf''~-i'^ ^ ESTES PARK, CO 80517 www.estes.org 970-577-3825 istewart@estes.org Attachment 4 The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Suzanna Simpson, Management Analyst Department: Town Administrator’s Office Date: June 9, 2026 Subject: Resolution 72-26 Agreement for Facility Use – Estes Valley Library Type: Resolution Objective: Consideration of an Agreement for Facility Use with the Estes Valley Library. Present Situation: The Estes Valley Library is interested in using the Town Board Room for occasional programs, up to once per month. The Agreement for Facility Use outlines the terms and conditions, including staff time, technology considerations, and hours of use. Proposal: Staff is proposing the attached Agreement for Facility Use to allow the Estes Valley Library to use the Town Board Room up to once per month for public programs. The Town’s Management Analyst will be the staff contact for the Library and will be responsible for coordinating the scheduling of programs and communication with the Library’s representative. Explicit terms and conditions for staff time, technology considerations and hours of use are outlined in Exhibit A of the agreement. Advantages: • The proposed agreement would allow the Library to expand their options for programming, while maintaining the condition of the Town Board Room. • Supports the Library’s efforts to expand access to their programming. Disadvantages: • Potential for scheduling conflicts and additional staff time to coordinate with the Estes Valley Library each month. Action Recommended: Staff recommends approval of the resolution. Finance/Resource Impact: N/A – Indirect costs Level of Public Interest: Low Sample Motion: I move for the approval/denial of Resolution 72-26 Agreement for Facility Use with the Estes Valley Library. Attachments: 1. Resolution 72-26 2. Agreement for Facility Use – Estes Valley Library RESOLUTION 72-26 APPROVING AN AGREEMENT FOR FACILITY USE WITH THE ESTES VALLEY LIBRARY FOR USE OF THE TOWN BOARD ROOM WHEREAS, the Town Board wishes to enter the facility use agreement referenced in the title of this resolution for the purpose of allowing the Estes Valley Library to use Town facilities and equipment, specifically the Town Board Room; and WHEREAS, the Town desires to support the Estes Valley Library’s efforts to expand access to programming by allowing the use of the Town Board Room up to one time per month. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board approves, and authorizes the Mayor to sign, the facility use agreement referenced in the title of this resolution in substantially the form now before the Board. DATED this ____ day of ______________, 2026. TOWN OF ESTES PARK _____________________________________ Mayor ATTEST: ________________________________ Town Clerk Attachment 1 AGREEMENT FOR FACILITY USE THIS AGREEMENT effective the 9th day of June, 2026, by and between the TOWN OF ESTES PARK, a Municipal Corporation, hereinafter referred to as the (“Town”) and the ESTES VALLEY LIBRARY. WHEREAS, the Estes Valley Library desires to contract with the Town for use of Town facilities and equipment for Library programs; and WHEREAS, pursuant to the applicable statutes of the State of Colorado the parties are authorized to enter into this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES HEREBY AGREE AS FOLLOWS: 1.The Town shall provide the facilities and equipment to the Estes Valley Library as fully set forth on Exhibit “A” attached hereto and incorporated herein by reference. 2.The Estes Valley Library will reimburse the Town for any costs incurred in providing facilities and equipment for use for Library programs. Such costs may include, but are not limited to: staff time for technical support, cost of repairs for facility or equipment damage, and replacement of lost or stolen keys or keycards. 3.Each party shall designate a representative to communicate and coordinate the use of the facilities and equipment set forth in this Agreement. The party’s representatives shall coordinate the use of the facilities and equipment to ensure that the use of the facilities and equipment is accomplished in a responsible manner. The individual representatives shall be responsible for scheduling the use of the facilities and equipment, make adequate arrangements for set-up and take down, and any other operational issues related to the Estes Valley Library’s use of the Town’s facilities and equipment. Town staff will be available only during business hours (Monday – Friday, 8 a.m. to 5 p.m.) to coordinate use of the room and will not be available for assistance during programs if they occur outside of business hours. Failure to adhere to the Town’s requirements for set-up and take-down may result in termination of this agreement. 4.The Town shall provide an access keycard and key to the Town Board Room to the designated Estes Valley Library representative. Lost or stolen keycards shall be immediately reported to the Town’s designated representative. 5.The Estes Valley Library understands and agrees that the Town’s official use of the Town Board Room for official Town operations supersedes all other uses at all times. Accordingly, the Estes Valley Library’s use of the Town Board Room is subject to cancellation with provision of at least one (1) day notice to the designated Estes Valley Library representative. All non-Town uses of Town-owned facilities are subject to last minute cancellation if the space reserved is required for official Town business or in the event of an emergency. 6.This Agreement shall be from the effective date hereof through December 31, 2026. This Agreement shall automatically renew for additional one-year periods commencing January 1 of each year unless terminated by either party hereto. Either party may terminate this Agreement by giving thirty (30) days’ notice of termination Attachment 2 in writing to the other party. 7. Liability. The parties hereto shall be solely responsible for the actions or omissions of their respective officers, agents, and employees and shall not be responsible or legally liable for the negligent acts of the other party. Accordingly, to the extent authorized by law, the Estes Valley Library hereby indemnifies and holds harmless the Town from any damages, losses, expenses, causes of action, or other liability whatsoever arising from or in any way relating to any personal injury or damages to person or property caused by the intentional or negligent acts or omissions of its own officers, agents, or employees. 8. Notices. Any and all notices or any other communication herein required or permitted shall be deemed to have been given when personally delivered or deposited in the United States postal service as regular mail, postage prepaid, and addressed as follows or to such other person or address as a party may designate in writing to the other party: Town of Estes Park Attn: Town Administrator 170 MacGregor Ave. P.O. Box 1200 Estes Park, Colorado 80517 Estes Valley Library Attn: Director PO Box 1687 Estes Park, Colorado 80517 9.Binding Effect. This Agreement shall be binding upon and incur to the benefit of the parties hereto and their assigns and successors in interest of each respectively. 10. Default. In the event either party should fail or refuse to perform according to the terms of this Agreement, the non-defaulting party shall give written notice of said default and the defaulting party shall be allowed a period of fifteen (15) days within which to cure said default. In the event the default remains uncorrected, the non- defaulting party may elect to: a.Terminate the Agreement and seek damages; b.Treat the Agreement as continuing and require specific performance; or c.Avail itself of any other remedy at law or equity. In the event of default herein by either party which shall require the party not in default to commence legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party’s reasonable attorney’s fees and curt cost incurred because of the default. 11.Good Faith. The parties, their agents, and employees agree to cooperate in good faith in fulfilling the terms of this Agreement. The parties agree that they will attempt to resolve any disputes concerning the interpretation of this Agreement and unforeseen questions and difficulties which may arise in implementing the Agreement by good-faith negotiations before resorting to termination of this Agreement and/or litigation. 12. Modification. This document constitutes the full understanding of the parties, and no term, condition, understanding, or agreement purporting to modify or vary the terms of the Agreement shall be binding unless hereafter made in writing signed by both parties. 13. Non-Assignment: No Third-Party Beneficiary. This Agreement, and each and every covenant herein, shall not be assignable except with the prior written consent of both parties. This Agreement shall not be construed as or deemed to be an Agreement for the benefit of any third party or parties, and no third party or parties shall have a right of action hereunder for any cause whatsoever. 14. Merger. This Agreement constitutes a final written expression of all the terms of this Agreement and is a complete and exclusive statement of those terms. 15.Colorado Governmental Immunity Act. The parties, their officers, employees, volunteers, and agents, are relying on and do not waive, or intend to waive, by any provision of this agreement the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act CRS 41-10- 101 sec., as amended or otherwise available to the parties or their officers, agents, employees, and volunteers. 16.Annual Appropriations. The financial obligations of both parties are contingent on budgeting, appropriation, and availability of funds. DATED this_____day of _______________, 2026. ESTES VALLEY LIBRARY ___________________________________ TOWN OF ESTES PARK ____________________________________ Mayor ATTEST: ______________________________ Town Clerk EXHIBIT A Scope of Services The Estes Valley Library desires to contract with the Town for: 1.Library programs a.Town Hall Board Room up to 1 time per month, on a schedule that is acceptable to the Town. Any usage beyond 1 meeting per month must be approved in advance by the Town Administrator. b.Up to $50/meeting Audio/Visual setup fee. c.No video production included. d.Use of equipment in the main Board Room to include a computer for presentations and microphones, both at the podium and the dais (equipment in the Audio/Visual room is unavailable for use). Only Town-owned computers, specifically the computers which exist in the Town Board Room permanently, may be attached to the audiovisual system. The use of outside thumb drives or other similar devices is prohibited, so content that will be projected must be sent to the Town in advance during business hours. e.Restrictions and use provisions for all Town-owned facilities, including the Town Board Room, are outlined in Policy 860. Agreement for Facility Use –Estes Valley Library •Requesting use of Town Board Room for public programs up to one time per month •Supports the Library’s efforts to expand access to programming •Agreement outlines terms and conditions, including staff time, technology considerations, and hours of use •Town’s Management Analyst will be the staff contact for the Library and will coordinate the scheduling of programs Attachment 3 Memo To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Jeremiah Polucha, Commander Ian Stewart, Chief Department: Police Department Date: June 9, 2026 Subject: Resolution 73-26 Contract Renewal with Axon Enterprise, Inc., for Body Worn Cameras, Digital Evidence Services, and Taser Program Type: Contract/Agreement Objective: Renew and modernize the Police Department’s Axon contract for body worn cameras, digital evidence services, and conducted energy weapons for a new sixty (60) month term, while supporting Colorado legal requirements, operational continuity, evidence management, and officer safety. Present Situation: The Department’s current five-year agreement, established in 2021, is nearing the end of its five-year term in 2026. This platform serves as the core for our evidence management and officer safety technology. To prevent a lapse in service and align with the Town’s budget planning, staff recommend approving a renewal that transitions the Department to the next generation of hardware and software. Proposal: Approve a new sixty-month agreement with Axon Enterprise, Inc. in the amount of $380,341.26. The proposed agreement would continue the Department’s existing Axon ecosystem while transitioning to newer generation hardware, expanding body worn camera and evidence platform coverage from twenty-three (23) to twenty-six (26) users, and adding selected software and workflow tools to improve efficiency, evidence management, and officer safety. The TASER 10 portion is structured around twenty-four (24) Officer Safety Plan T10 users, with two additional users covered through OSP Unlimited, No VR licenses. This increase reflects the Department’s intent to equip all police officers and the Code Enforcement Officer with TASER 10 devices and body worn cameras, and to equip the Records Technician and Professional Services Director with body worn cameras. Those additional body worn camera users support evidence handling, found property documentation, public information needs, internal review, and other operational assignments where access to the Axon evidence platform is necessary. The proposed agreement also includes Axon Air/DroneSense, Axon Performance, Redaction Assistant, Auto Tagging, Axon Community Link, and related evidence platform services. Advantages: • Legal Compliance: Body worn cameras are required by Colorado law and remain essential to transparency and evidence preservation. • Safety Tools: TASER 10 (T10) systems provide an updated less-lethal option for officers responding to situations where force may be necessary. • Integrated Ecosystem: Body worn cameras, digital evidence storage, and TASER systems work together, including automatic camera activation features. • Expanded Coverage: The agreement expands body worn camera and evidence platform coverage from 23 to 26 users, better aligning equipment with current staffing needs. • Hardware Upgrades: The Department will transition to newer generation hardware, including AB4 body camera bundles and updated docking equipment. Added Capabilities: Adds Axon Air/DroneSense for UAS operations and Axon Performance for supervisory review, training, and accountability. Disadvantages: • The proposed agreement is more expensive than the 2021 contract. • The prior contract total was $272,894.05, while the proposed agreement totals $380,341.26, for an overall increase of $107,447.21 over the sixty-month term. • The 2026 renewal includes updated hardware, expanded user coverage, and selected new services, which increases the total cost and makes a direct comparison to the 2021 contract imperfect. Action Recommended: Approval of a new sixty-month agreement with Axon Enterprise, Inc., in the amount of $380,341.26, for body worn cameras, digital evidence services, TASER-related technology, Axon Air/DroneSense, Axon Performance, and related support. Finance/Resource Impact: The total financial commitment for the proposed sixty-month agreement is $380,341.26. • Due to transfer credits and contract timing, the initial payment for July 2026 is reduced to $355.26. • Beginning in January 2027, the annual payment will be $75,997.20 for each remaining year of the agreement. • Compared to the prior contract’s recurring annual payment of $58,645.53, the new recurring annual payment is approximately $17,351.67 higher per year. • Axon has applied transfer credits of $2,631.92, consisting of $2,254.51 for software and services and $377.41 for goods. • The 2021 agreement included an auto renewal provision for continuation of the subscription term. Under that provision, Axon could increase pricing by no more than 3% annually for most continuing purchases, except for standalone TASER 7 purchases, which could renew at Axon’s then current list price. The proposed renewal is consistent with that structure for continuing services. The remaining increase is attributable to updated hardware, expanded user coverage, and two added capabilities: Axon Air/DroneSense and Axon Performance. • Some services in the 2026 renewal are continuations, renamed services, or expanded versions of capabilities included in the 2021 agreement, while others are new or separately itemized in the current quote. For example, Axon Community Link corresponds to the prior Axon Citizen for Communities capability. Redaction Assistant and Auto Tagging also appear in the prior agreement. The 2026 quote separately itemizes these services, making the current pricing more transparent than the prior contract structure. Level of Public Interest: The level of public interest in this contract is significant, as it involves core technologies directly impacting transparency, public safety, and the use of force. Body worn cameras (BWCs) are a matter of intense public focus and are essential for maintaining accountability while ensuring the Department remains in full compliance with Colorado state law. The use of less-lethal tools, such as the TASER 10 system, also remains a high-interest topic. The 2026 agreement also includes two enhanced capabilities that may draw public attention: • Aerial Operations: The inclusion of the Axon Air/DroneSense program introduces unmanned aircraft systems (UAS) into the Department’s toolkit. • Enhanced Oversight: The Axon Performance module provides analytics that supervisors can use to support policy compliance, body worn camera review, training, and department-wide accountability. Sample Motion: I move for the approval/denial of Resolution 73-26. Attachments: 1. Resolution 73-26 2. Master Services and Purchasing Agreement (2021) 3. First Amendment to Master Services and Purchasing Agreement 4. Axon Contract and Proposal Comparison 5. Presentation RESOLUTION 73-26 APPROVING A FIRST AMENDMENT TO A MASTER SERVICES AND PURCHASE AGREEMENT WITH AXON ENTERPRISE, INC. AND RENEWED PURCHASE OF DEVICES AND SERVICES WHEREAS, the Town entered a Master Services and Purchasing Agreement with Axon Enterprise, Inc. on July 14, 2021, for services related to body worn cameras, digital evidence, and the taser program, with a five-year initial term; and WHEREAS, the Town Board wishes to amend and renew the Agreement to facilitate an updated set of services with a cost totaling $380,341.26 over the ensuing sixty months. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board approves, and authorizes the Mayor to sign, the agreement referenced in the title of this resolution in substantially the form now before the Board, and any necessary purchase and ancillary documents to accomplish the transaction. DATED this day of , 2026. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney Attachment 1 Attachment 2 DocuSignEnvelopeID:95D19AC4-704F-467A- First Amendment to Master Services and Purchasing Agreement This First Amendment (“Amendment”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and the Estes Park Police Department (“Customer”). This First Amendment is effective as of the last signature date on this First Amendment (“Effective Date”). Axon and Customer are each a “Party” and collectively “Parties”. To the extent this First Amendment contains terms and conditions that differ from those contained in the Agreement, this First Amendment shall control. All capitalized and defined terms referenced, but not defined, in this Second Amendment shall have the meanings assigned to them in the Agreement. Axon and Customer are parties to a Master Services and Purchasing Agreement fully executed on July 14, 2021 Agreement”). Customer wishes to add additional products, services, and licenses to the Agreement. The Parties therefore agree as follows: 1. The 2021 Agreement, attached hereto and fully incorporated as Attachment A, is updated to include the following changes: i. Incorporate the following as Sections 19.13 and 19.14: 19.13 Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales-terms-and-conditions. 19.14 Third-Party Hardware, Software and Services. Use of hardware, software, or services other than those provided by Axon is governed by the terms, if any, entered into between Customer and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms-and-conditions, if any. ii. Section 19.5 is deleted in its entirety and replaced with: 19.5 Compliance with Laws. Each Party will comply with all applicable federal, state, and local laws, including without limitation, import and export control laws and regulations as well as firearm regulations and the Gun Control Act of 1968. Customer acknowledges that Axon Devices and Services are subject to U.S. and international export control laws, including the U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations ITAR). Customer represents and warrants that neither it nor any End User is a "Restricted Person," meaning any individual or entity that (1) is subject to U.S. sanctions or trade restrictions, (2) appears on any U.S. government restricted party list, (3) engages in prohibited weapons proliferation activities, or (4) is owned or controlled by, or acting on behalf of, such persons or entities. Customer must promptly notify Axon of any change in status, and Axon may terminate this Agreement if Customer or any End User becomes a Restricted Person or violates export laws. iii. Add and incorporate Attachment B: Axon Quote Q-809009-46157AP; iv. The Axon Cloud Services Terms of Use Appendix is deleted in its entirety from the Agreement and replaced with the updated Axon Cloud Services Terms of Use Appendix, attached hereto as Attachment C; v. The TASER 7 Appendix is deleted in its entirety from the Agreement and replaced with the TASER Device Appendix, attached hereto as attachment D; vi. The Professional Services Appendix is deleted in its entirety from the Agreement and replaced with the updated Professional Services Appendix, attached hereto as attachment E; vii. Add and incorporate Attachment F: Axon Event Offer Appendix; viii. Add and incorporate Attachment F: Axon Event Application Programming Interface Appendix; Attachment 3 First Amendment to Master Services and Purchasing Agreement ix.Add and incorporate Attachment G: Axon CommunityLink Terms of Use Appendix; 2.All other terms and conditions of the Agreement shall remain unchanged and in full force and effect. Each representative identified below declares that the representative is authorized to execute this Amendment as of the date of signature. AXON CUSTOMER Axon Enterprise, Inc. Estes Park Police Department, Colorado ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney First Amendment to Master Services and Purchasing Agreement Attachment A – Master Services and Purchasing Agreement Fully Executed July 14, 2021 Placeholder) First Amendment to Master Services and Purchasing Agreement Attachment B – Axon Quote Q-809009-46157AP (Placeholder) First Amendment to Master Services and Purchasing Agreement Attachment C – Axon Cloud Services Terms of Use Appendix (Updated) 1. Definitions. 1.1. “Data Controller” means the natural or legal person, public authority, or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data. 1.2. “Data Processor” means a natural or legal person, public authority or any other body which processes Personal Data on behalf of the Data Controller. 1.3. "Customer Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Customer’s tenant, including media or multimedia uploaded into Axon Cloud Services by Customer. Customer Content includes Evidence but excludes Non-Content Data. 1.4. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by Customer. Evidence is a subset of Customer Content. 1.5. “End User” means the natural person subject to Customer’s authorized license grant who ultimately uses the Cloud Services as provided under this Agreement. End Users must adhere to the terms of use and are subject to any usage restrictions or limitations specified in this Agreement. 1.6. "Non-Content Data" is data, configuration, and usage information about Customer’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Customer Content. 1.7. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 1.8. "Provided Data" means de-identified, de-personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body-worn camera footage, and incident reports. 1.9. “Subprocessor” means any third party engaged by the Data Processor to assist in data processing activities that the Data Processor is carrying out on behalf of the Data Controller. 1.10. "Transformed Data" means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. 2. Access. Upon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed the total number of End Users specified in the Quote. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence access granted solely for TASER, Customer may access and use Axon Evidence only to store and manage TASER CEW data ("TASER Data") and Customer may not upload non- TASER Data to Axon Evidence. 3. Customer Owns Customer Content. Customer controls and owns all rights, title, and interest in Customer Content. Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is not Axon’s business records. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content. Axon will only have access to Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; First Amendment to Master Services and Purchasing Agreement encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum for its digital evidence or records management systems. 5. Customer Responsibilities. Customer is responsible for (a) ensuring Customer owns Customer Content or has the necessary rights to use Customer Content (b) ensuring no Customer Content or Customer End User’s use of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services and d) verify the accuracy of any auto generated or AI-generated reports. If Customer becomes aware of any violation of this Agreement by an End User, Customer will immediately terminate that End User’s access to Axon Cloud Services. 5.1. Customer will also maintain the security of End User usernames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Customer regulation and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. If Customer provides access to unauthorized third-parties, Axon may assess additional fees along with suspending Customer’s access. Customer shall contact Axon immediately if an unauthorized party may be using Customer’s account or Customer Content, or if account information is lost or stolen. 5.2. To the extent Customer uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms. 6. Privacy. Customer’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. 7. Axon Body Wi-Fi Positioning. Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service, Axon must also enable the usage of the feature for Customer’s Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Customer’s Axon Cloud Services tenant. 8. Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if the Axon Device data is shared to Customer through Axon Evidence from a partner agency using Axon Evidence, or the data originates from Axon Capture or an Axon Device. Axon may charge Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that Customer has not viewed or accessed for six (6) months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four 24) hours to access. 8.1. Third-Party Unlimited Storage. For Third-Party Unlimited Storage the following restrictions apply: i) it may only be used in conjunction with a valid Axon Evidence user license; (ii) is limited to data of the law enforcement Customer that purchased the Third-Party Unlimited Storage and the Axon Evidence End User; (iii) Customer is prohibited from storing data for other customers or law enforcement agencies; and (iv) Customer may only upload and store data that is directly related to 1) the investigation of, or the prosecution or defense of a crime, (2) common law enforcement activities, or (3) any Customer Content created by Axon Devices or Axon Evidence. 8.2. Location of Storage. Axon may transfer Customer Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Customer Content If Customer is located in the United States, Canada, or Australia, Axon will ensure all Customer Content stored in Axon Cloud Services remains in the country where Customer is located Ownership of Customer Content remains with Customer. First Amendment to Master Services and Purchasing Agreement 9. Suspension. Axon may temporarily suspend Customer’s or any End User’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or End User’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; b) adversely impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not delete Customer Content because of suspension, except as specified in this Agreement. 10. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services Service Offerings will be subject to the Axon Cloud Services Service Level Agreement, a current version of which is available at https://www.axon.com/products/axon-evidence/sla. 11. Roles of the Parties. To the extent that Customer is the Data Controller of Personal Data, Axon is its Data Processor. To the extent that Customer is a Data Processor of Personal Data, Axon is its Subprocessor. Notwithstanding the foregoing, to the extent any usage data (including query logs and metadata) and/or operations data (including billing and support data) in connection with Customer’s use of the Services (collectively “Usage and Operations Data”) is considered Personal Data, Axon is an independent Data Controller and shall Process such data in accordance with the Agreement and applicable data protection laws to develop, improve, support, and operate its products and services. For the avoidance of doubt, Axon will not disclose any Usage and Operations Data that includes confidential information with a third party except (a) in accordance with the relevant confidentiality provisions in the Agreement, or (b) to the extent the Usage and Operations Data is, in accordance with applicable data protection laws, anonymized, de-identified, and/or aggregated such that it can no longer directly or indirectly identify Customer or any particular individual. 12. TASER Data Science Program. Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. 12.1. If Customer purchases the TASER Data Science Program, Customer grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Provided Data solely for the purposes of this Agreement and to create Transformed Data. Customer shall own all rights and title to Provided Data. Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data. 12.2. Axon grants to Customer an irrevocable, perpetual, fully paid, royalty-free, license to use to TASER Data Science report provided to Customer for its own internal purposes. The Data Science report is provided “as is” and without any warranty of any kind. 12.3. In the event Customer seeks Axon’s deletion of Provided Data, it may submit a request to privacy@axon.com. Where reasonably capable of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Customer. 13. Axon Records. The following terms apply to Axon Records. Customers may purchase Axon Records either as part of an OSP 7 or OSP 10 plan or individually through a Quote. 13.1. Axon Record subscription begins on the later of the (1) start date of the Quote, or (2) the date Axon provisions Axon Records to Customer. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 plan, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription Term"). 13.2. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. During the Customer’s Axon Records Subscription Term Axon will provide Update and Upgrade releases to the Customer on an if-and- when available basis. First Amendment to Master Services and Purchasing Agreement 13.3. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included as part of the Axon Records Subscription. 13.4. End Users of Axon Records may upload files to entities (incidents, reports, cases, etc.) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one-hundred (100) GB per user per year of uploaded files. Axon will not bill for overages. 14. FUSUS. If Customer purchases a subscription to FUSUS, the following terms apply: 14.1. License and Storage. The specific license number(s) and associated data storage terms for FUSUS subscription and Axon Devices shall be set forth in the applicable Quote provided by Axon. 14.2. Third party Components. Customer is responsible for use of any internet access devices and/or all third-party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by Customer to access the service (“Third-Party Components”) are the sole and exclusive responsibility of Customer, and Axon has no responsibility for such Third-party Components, FUSUS cloud services, or Customer relationships with such third parties. Customer agrees to at all times comply with the lawful terms and conditions of agreements with such third parties. Axon does not represent or warrant that the FUSUS cloud services and the Customer Content are compatible with any specific third-party hardware or software or any other Third-Party Components. Customer is responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the FUSUS cloud services. 14.3. Data Privacy. Axon may collect, use, transfer, disclose and otherwise process Customer Content in the context of facilitating communication of data with Customer through their use of FUSUS cloud services FUSUS app (iOS or Android interface), complying with legal requirements, monitoring the Customer’s use of FUSUS systems, and undertaking data analytics. 14.4. Hardware Allowance. If Customer purchases a hardware allowance, Customer may select hardware up to the value if the allowance. Axon does not provide refunds for unused portions of the allowance. 15. Carbyne Products and Services 15.1. Privacy Policy. Carbyne Privacy Policy governs the collection, use and disclosure of certain data provided to Axon in connection with Customer’s use of the Carbyne products and services. The current policy is located: https://carbyne.com/app-privacy-policy/ and is incorporated into this Agreement by reference. 15.2. Data Retention and Storage. Unless Customer provides Axon with written instruction otherwise, Axon will retain Customer Content which uploaded to the Carbyne cloud services or which is recorded or stored in the course of your use of the Carbyne products and services, for a period of two years (the period we retain your data referred to as the “Data Retention Period”), provided that Customer acknowledges it is responsible for your compliance with any applicable data retention laws. Customer Content is automatically deleted after the Data Retention Period; however, at any time prior to such deletion, Customer may download Customer Content which has been stored on the Carbyne Cloud Services. Customer is solely responsible for the retention of such data for any applicable retention periods and for the purpose of any subsequent data requests. 15.3. Disclaimer. CUSTOMER ACKNOWLEDGES THE CARBYNE PRODUCTS DO NOT PROVIDE TELEPHONE SERVICES, INTERCONNECTED VOIP SERVICES, OR 911 SERVICES. AXON MAKES NO REPRESENTATION THAT CARBYNE PRODUCTS ARE AN INTERCONNECTED VOIP SERVICE. 16. Prepared Products and Services. 16.1. Prepared product deployment timelines for Prepared products within the Scope of Work (SOW) shall be mutually agreed to by the Parties in the SOW. The initial deployment of Assistive Call Taking ACT) may take up to 12 months from the execution of the SOW and the service start date listed in the Agreement; deployments of the remaining Prepared products may take up to twenty-four (24) First Amendment to Master Services and Purchasing Agreement months from the execution of the SOW. Axon must confirm feasibility based on technical requirements for Prepared products prior to the execution of the SOW. 16.2. Customers using Solacom (Comtech CHE) call handling equipment in a multi-tenant configuration are not eligible for Prepared ACT or Prepared AQA, as call audio cannot be isolated to a single agency. Such Customers remain eligible for ANET and Assistive Dispatch. Customers on Solacom single-tenant configurations are eligible for all Prepared products, subject to SPAN port fees described below. 17. Axon Community Request Storage. If Community Request is included as part of Customer’s Quote or combined offering, Customer may store an unlimited amount of data submitted through the public portal Portal Content"), within Customer’s Axon Evidence instance. The post-termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content. 18. Performance Auto-Tagging Data. If Axon Performance is included in Customer’s Quote or a combined offering, Axon will store call for service data from Customer’s CAD or RMS in order to provide services and features of Axon Performance to Customer. 19. Axon Cloud Services Restrictions. Customer and Customer End Users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 19.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 19.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; 19.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 19.4. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 19.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 19.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or 19.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third-party privacy rights; or malicious code. 20. After Termination. Axon will not delete Customer Content for ninety (90) days following termination. Axon Cloud Services will not be functional during these ninety (90) days other than the ability to retrieve Customer Content. Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety 90) days and will thereafter, unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services. 21. Post-Termination Assistance. Axon will provide Customer with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Customer Content, including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 22. U.S. Government Rights. If Customer is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services. First Amendment to Master Services and Purchasing Agreement 23. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Customer Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions. First Amendment to Master Services and Purchasing Agreement Attachment D - TASER Device Appendix This TASER Device Appendix applies to Customer’s TASER 7, TASER 10, OSP 7, OSP 10, OSP Plus, OSP 7 Plus Premium OSP 10 Plus Premium and the TASER component of any TASER mounted drones purchased from Axon, if applicable. 1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Customer must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Customer may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2. Training. If the Quote includes a TASER On Demand Certification subscription, Customer will have on-demand access to TASER Instructor and TASER Master Instructor courses only for the duration of the TASER Subscription Term. Axon will issue a maximum of ten (10) TASER Instructor vouchers and ten (10) TASER Master Instructor vouchers for every one thousand TASER Subscriptions purchased. Customer shall utilize vouchers to register for TASER courses at their discretion; however, Customer may incur a fee for cancellations less than 10 business days prior to a course date or failure to appear to a registered course. The voucher has no cash value. Customer cannot exchange voucher for any other Device or Service. Any unused vouchers at the end of the Term will be forfeited. A voucher does not include any travel or other expenses that might be incurred related to attending a course. 3. Limited Warranty. 3.1. “Deployment” means use of the TASER weapon resulting in the discharge of the conducted energy weapon (“CEW”) cartridge probe. For TASER 10 each probe discharged is consider one Deployment and for TASER 7 the dual probe discharged is considered one Deployment. 3.2. Single User Warranty. If the TASER Device is assigned and used by a single user, Axon warrants that Axon-manufactured TASER Device is free from defects in workmanship and materials for the earlier of: one (1) year from the date of Customer’s receipt or 100. 3.3. Pooled User Warranty. If the TASER Device is assigned and used by multiple users, Axon warrants that Axon-manufactured TASER Device is free from defects in workmanship and materials for the earlier of: one (1) year from the date of Customer’s receipt or, 100 Deployments. 3.4. Training User Devices. If the TASER Device is used for training, Axon warrants that Axon-manufactured TASER Device is free from defects in workmanship and materials for the earlier of: one (1) year from the date of Customer’s receipt or 100 Deployments. 3.5. TASER 10L Devices. If the TASER Device is a TASER 10L (TASER 10 Light) as defined in the Quote, Axon warrants that the TASER Device is free from defects in workmanship and materials for the earlier of one (1) year from the date of Customer’s receipt or 100 Deployments. 3.6. CEW Cartridges. Used CEW cartridges are deemed to have operated properly. 3.7. Remaining Terms. The remaining Warranty terms of the Agreement including Disclaimer, Claims, Spare Axon Devices and Limitations shall apply to this TASER Device Appendix. 3.8. Registration. Prior to use of the TASER Device, Customer must register each TASER Device in TASER Device Axon Evidence tenancy as a single user, pooled or training device. Failure to properly register the TASER Device prior to its use may void the warranty at Axon’s sole discretion. 4. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period begins upon the expiration of the Limited Warranty and continues for the period defined in the Quote. Each additional year of warranty purchased will be in accordance with the applicable Limited Warranty category above. The maximum warranty period that may be purchased for an individual TASER Device will be the earlier of five (5) years or 500 Deployments, this includes the Limited Warranty. Limited Warranty. Reduced Life TASER 10L device has a maximum warranty that may be purchased will be the earlier of two (2) years or 200 including the Limited Warranty. 5. Upgrade Change. If Customer wants to upgrade TASER Device from the current TASER Device to an upgraded Axon TASER Device that was not available at the time the parties entered into the original Quote, First Amendment to Master Services and Purchasing Agreement Customer must pay the price difference between the MSRP for the current TASER Device and the MSRP for the upgraded TASER Device. If the model Customer desires has an MSRP less than the MSRP of the offered new TASER Device, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 6. Trade-in. If the Quote contains a discount on CEW-related line items and that discount is contingent upon the trade-in of hardware, Customer must return used hardware and accessories associated with the discount Trade-In Units") to Axon within the below prescribed timeline. Customer must ship batteries via ground shipping. Axon will provide Customer with a pre-paid shipping label for the return of the Trade-In Units. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Customer the value of the trade- in credit. Customer may not destroy Trade-In Units and receive a trade-in credit. Customer Size Days to Return from Start Date of TASER 10 Subscription 7. Customer Warranty. If Customer is located in the US, Customer warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Customer use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968. 8. Purchase Order. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10. 9. Apollo Grant (US only). If Customer has received an Apollo Grant from Axon, Customer must pay all fees in the Quote prior to upgrading to any new TASER Device offered by Axon. 10. Termination. If payment for TASER Device is more than thirty (30) days past due, Axon may terminate Customer’s TASER Device plan by notifying Customer. Upon termination for any reason, then as of the date of termination: 10.1. TASER Device extended warranties and access to Training Content will terminate. No refunds will be given. 10.2. Customer will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER Device plan. 10.3. Axon will invoice Customer the remaining MSRP for TASER Devices received before termination. If terminating for non-appropriation, Axon will not invoice Customer if Customer returns the TASER Device, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within thirty (30) days of the date of termination. First Amendment to Master Services and Purchasing Agreement Attachment E - Professional Services Appendix If any of the Professional Services specified below are included on the Quote, this Appendix applies. 1. Utilization of Services. Customer must use professional services as outlined in the Quote and this Appendix within six (6) months of the Effective Date. 2. Axon Full Service (Axon Full Service). Axon Full Service includes advance remote project planning and configuration support and up to four (4) consecutive days of on-site service and a professional services manager to work with Customer to assess Customer’s deployment and determine which on-site services are appropriate. If Customer requires more than four (4) consecutive on-site days, Customer must purchase additional days. Axon Full-Service options include: Instructor-led setup of Axon View on smartphones (if applicable) Configure categories and custom roles based on Customer need Register cameras to Customer domain Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access Dock configuration Work with Customer to decide the ideal location of Docks and set configurations on Dock Authenticate Dock with Axon Evidence using admin credentials from Customer On-site assistance, not to include physical mounting of docks Best practice implementation planning session Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other customers Discuss the importance of entering metadata in the field for organization purposes and other best practices for digital data management Provide referrals of other customers using the Axon camera devices and Axon Evidence Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions Step-by-step explanation and assistance for Customer’s configuration of security, roles & permissions, Axon instructor training (Train the Trainer) Training for Customer’s in-house instructors who can support Customer’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations. Evidence sharing training Tailored workflow instruction for Investigative Units on sharing cases and evidence with local prosecuting agencies. Assistance with device set up and configuration Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, Post go-live review 3. Body-Worn Camera Starter Service (Axon Starter). Axon Starter includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Customer to assess Customer’s deployment and determine which Services are appropriate. If Customer requires more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Starter options include: First Amendment to Master Services and Purchasing Agreement Configure categories & custom roles based on Customer need Dock configuration Work with Customer to decide the ideal location of Dock setup and set configurations on Dock Authenticate Dock with Axon Evidence using "Administrator" credentials from Customer Axon instructor training (Train the Trainer) Training for Customer’s in-house instructors who can support Customer’s Axon camera and Axon Evidence User go-live training and support sessions Assistance with device set up and configuration Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, 4. Body-Worn Camera Virtual 1-Day Service (Axon Virtual). Axon Virtual includes all items in the BWC Starter Service Package, except one (1) day of on-site services. 5. CEW Services Packages. CEW Services Packages are detailed below: Configure Axon Evidence categories & custom roles based on Customer need. Troubleshoot IT issues with Axon Evidence. Register users and assign roles in Axon Evidence. For the CEW Full-Service Package: On-site assistance included For the CEW Starter Package Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Customer 4–6 weeks before rollout. Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other customers. Discuss the importance of entering metadata and best practices for digital data management. Provide referrals to other customers using TASER CEWs and Axon Evidence. For the CEW Full-Service Package: On-site assistance included. Virtual assistance included. On-site sessions providing a step-by- security, roles & permissions, categories & retention, and other specific settings for Axon Evidence. Axon Evidence Instructor T raining Provide subsequent Axon Evidence training needs. For the CEW Full-Service Package: Training for up to 3 individuals at Customer’s facility For the CEW Starter Package: TASER CEW inspection and device assignment Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. Post go-live review For the CEW Full-Service Package: On-site assistance included. For the CEW Starter Package: Virtual assistance included. 6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes: First Amendment to Master Services and Purchasing Agreement Archival of CEW Firing Logs Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER Return of Old Weapons Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters. Axon will provide Customer with a Certificate of Destruction. Note: CEW Full-Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course. 7. VR Services Package. VR Service includes advance remote project planning and configuration support and one (1) day of on-site service and a professional services manager to work with Customer to assess Customer's deployment and determine which Services are appropriate. The VR Service training options include: Instructor-led setup of Axon VR headset content Configure Customer settings based on Customer need Axon instructor training (Train the Trainer) Training for up to five (5) Customer in-house instructors who can support Customer's Axon VR CET and Classroom and practical training sessions Step-by-step explanation and assistance for Customer's configuration of Axon VR CET and SIM functionality, 8. Axon Air, On-Site Training. Axon Air, On-Site training includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Customer to assess Customer's deployment and determine which Services are appropriate. If Customer requires more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Air, On-Site training options include: Instructor-led setup of Axon Air App (ASDS) Configure Customer settings based on Customer need Configure drone controller Axon instructor training (Train the Trainer) Training for Customer's in-house instructors who can support Customer's Axon Air and Axon Evidence Classroom and practical training sessions Step-by-step explanation and assistance for Customer's configuration of Axon Respond+ livestreaming 9. Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On-Site Training Package, except the practical training session, with the Axon Instructor training for up to four hours virtually. 10. Signal Sidearm Installation Service. a. Purchases of 50 SSA units or more: Axon will provide one (1) day of on-site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Customer is responsible for providing a suitable work/training area. b. Purchases of less than 50 SSA units: Axon will provide a 1-hour virtual instruction session on the basics of installation and device calibration. 11. Axon Justice Implementation. Axon Justice Implementation includes advanced remote project planning, configuration support, and training. Axon Justice Implementation includes: First Amendment to Master Services and Purchasing Agreement System set up and configuration Axon performs discovery to understand and document the Agency’s needs. Axon collaborates with the Client to configure workflows, permissions, and privileges within Axon Evidence based on the Client’s needs. Axon will facilitate a workflow discussion with the core admin team. Disclosures Axon enables the Client to share digital evidence to the defense through the following methods as determined by Client and Axon: 1. Public Defender Case Sharing 2. Disclosure Portal Training on the product. Axon provides a training guide that outlines the covered topics, intended audience, facility needs, and duration of the training. Axon will schedule a cadence of remote training sessions as needed, which are not to exceed three (3) 2-hour training sessions for Agency staff. Each session can accommodate up to 20 users and will train them in full system functionality. Training sessions provided by Axon are conducted on consecutive weekdays Tuesday-Thursday) during normal business hours (9am-6pm with an hour break in between materials for successful training. to train and support their partner agencies. Ensuring the partner agencies are trained to follow Go-Live Plan Axon works in partnership with the Agency to build, coordinate, and execute a Go-Live plan to Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, Post go-live review 12. Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote, this Appendix, and any applicable SOW. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 13. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Customer travel time by Axon personnel to Customer premises as work hours. 14. Access Computer Systems to Perform Services. Customer authorizes Axon to access relevant Customer computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Customer. Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer. 15. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Customer or Axon), Customer must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation. Following installation, Customer must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under First Amendment to Master Services and Purchasing Agreement this Agreement, Axon will provide the update to Customer when Axon generally releases it. Additional Trainings. If the Customer purchases a training voucher, Customer must use the voucher within one (1) year of issuance, or the voucher will be void. The voucher has no cash value. Customer cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Customer responsibility. 16. Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance Form") to Customer. Customer will sign the Acceptance Form acknowledging completion. If Customer reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement, Customer must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of the Acceptance Form, the professional services will be deemed accepted by Customer. 17. Customer Network. For work performed by Axon transiting or making use of Customer’s network, Customer is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Customer’s network from any cause. First Amendment to Master Services and Purchasing Agreement Attachment F - Axon Event Offer Appendix If the Agreement includes the provision of, or Axon otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon (“Axon Event”), the following shall apply: 1. General. Subject to the terms and conditions specified below and those in the Agreement, Axon may provide Customer with one or more offers to fund Axon Event ticket(s), travel and/or accommodation for Customer- selected employee(s) to attend one or more Axon Events. By entering into the Agreement, Customer warrants that it is appropriate and permissible for Customer to receive the referenced Axon Event offer(s) based on Customer’s understanding of the terms and conditions outlined in this Axon Event Offer Appendix. 2. Attendee/Employee Selection. Customer shall have sole and absolute discretion to select the Customer employee(s) eligible to receive the ticket(s), travel and/or accommodation that is the subject of any Axon Event offer(s). 3. Compliance. It is the intent of Axon that any and all Axon Event offers comply with all applicable laws, regulations and ethics rules regarding contributions, including gifts and donations. Axon’s provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Customer is intended for the use and benefit of Customer in furtherance of its goals, and not the personal use or benefit of any official or employee of Customer. Axon makes this offer without seeking promises or favoritism for Axon in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer. Axon makes the offer with the understanding that it will not, as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements. If Customer’s local jurisdiction requires Customer to report or disclose the fair market value of the benefits provided by Axon, Customer shall promptly contact Axon to obtain such information, and Axon shall provide the information necessary to facilitate Customer's compliance with such reporting requirements. 4. Assignability. Customer may not sell, transfer, or assign Axon Event ticket(s), travel and/or accommodation provided under the Agreement. 5. Availability. The provision of all offers of Axon Event ticket(s), travel and/or accommodation is subject to availability of funds and resources. Axon has no obligation to provide Axon Event ticket(s), travel and/or accommodation. 6. Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or accommodation to Customer if Customer or its selected employees fail to meet the prescribed conditions or if changes in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws, regulations, and ethics rules regarding contributions, including gifts and donations. First Amendment to Master Services and Purchasing Agreement Attachment G - Axon Application Programming Interface Appendix This Appendix applies if Axon’s API Services or a subscription to Axon Cloud Services are included on the Quote. 1. Definitions. 1.1. "API Client" means the software that acts as the interface between Customer’s computer and the server, which is already developed or to be developed by Customer. 1.2. "API Interface" means software implemented by Customer to configure Customer’s independent API Client Software to operate in conjunction with the API Service for Customer’s authorized Use. 1.3. "Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon’s API which provides a programmatic means to access data in Customer’s Axon Evidence account or integrate Customer’s Axon Evidence account with other systems. 1.4. "Use" means any operation on Customer’s data enabled by the supported API functionality. 2. Purpose and License. 2.1. Customer may use API Service and data made available through API Service, in connection with an API Client developed by Customer. Axon may monitor Customer’s use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Customer agrees to not interfere with such monitoring or obscure from Axon Customer’s use of API Service. Customer will not use API Service for commercial use. 2.2. Axon grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Customer’s Use in connection with Customer’s API Client. 2.3. Axon reserves the right to set limitations on Customer’s use of the API Service, such as a quota on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits. 3. Configuration. Customer will work independently to configure Customer’s API Client with API Service for Customer’s applicable Use. Customer will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon promptly of any updates. Upon Customer’s registration, Axon will provide documentation outlining API Service information. 4. Customer Responsibilities. When using API Service, Customer and its End Users shall not: 4.1. use API Service in any way other than as expressly permitted under this Agreement; 4.2. use in any way that results in, or could result in, any security breach to Axon; 4.3. perform an action with the intent of introducing any virus, worm, defect, Trojan horse, malware, or any item of a destructive nature to Axon Devices and Services; 4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service; 4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software; 4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties; 4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; 4.8. frame or mirror API Service on any other server, or wireless or Internet-based device; 4.9. make available to a third-party, any token, key, password or other login credentials to API Service; 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or First Amendment to Master Services and Purchasing Agreement 4.11. disclose Axon’s API manual. 5. API Content. All content related to API Service, other than Customer Content or Customer’s API Client content, is considered Axon’s API Content, including: 5.1. the design, structure and naming of API Service fields in all responses and requests; 5.2. the resources available within API Service for which Customer takes actions on, such as evidence, cases, users, or reports; 5.3. the structure of and relationship of API Service resources; and 5.4. the design of API Service, in any part or as a whole. 6. Prohibitions on API Content. Neither Customer nor its End Users will use API content returned from the API Interface to: 6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party; 6.3. misrepresent the source or ownership; or 6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 7. API Updates. Axon may update or modify the API Service from time to time ("API Update"). Customer is required to implement and use the most current version of API Service and to make any applicable changes to Customer’s API Client required as a result of such API Update. API Updates may adversely affect how Customer’s API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update API Client to the most current version of API Service. Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions. First Amendment to Master Services and Purchasing Agreement Attachment H - Community Link Terms of Use Appendix 1. Definitions. 1.1. "Community Link" means Axon’s proprietary platform and methodology to obtain and analyze feedback, and other related offerings, including, without limitation, interactions between Community Link and Axon products. 1.2. "Recipient Contact Information" means contact information, as applicable, including phone number or email address (if available) of the individual whom Customer would like to obtain feedback. 1.3. "Customer Data" means 1.3.1. "Community Link Customer Content" which means data, including Recipient Contact Information, provided to Community Link directly by Customer or at their direction, or by permitting Community Link to access or connect to an information system or similar technology. Community Link Customer Content does not include Community Link Non- Content Data. 1.3.2. "Community Link Non-Content Data" which means data, configuration, and usage information about Customer's Community Link tenant, and client software, users, and survey recipients that is Processed (as defined in Section 1.6 of this Appendix) when using Community Link or responding to a Community Link Survey. Community Link Non-Content Data includes data about users and survey recipients captured during account management and customer support activities. Community Link Non-Content Data does not include Community Link Customer Content. 1.3.3. "Survey Response" which means survey recipients' response to Community Link Survey. 1.4. "Community Link Data" means 1.4.1. "Community Link Survey" which means surveys, material(s) or content(s) made available by Axon to Customer and survey recipients within Community Link. 1.4.2. "Aggregated Survey Response" which means Survey Response that has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to, a particular individual. 1.5. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. 1.6. "Processing" means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. 1.7. "Sensitive Personal Data" means Personal Data that reveals an individual’s health, racial or ethnic origin, sexual orientation, disability, religious or philosophical beliefs, or trade union membership. 2. Access. Upon Axon granting Customer a subscription to Community Link, Customer may access and use Community Link to store and manage Community Link Customer Content, and applicable Community Link Surveys and Aggregated Survey Responses. This Appendix is subject to the Terms and Conditions of Axon’s Master Service and Purchasing Agreement or in the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern. 3. IP address. Axon will not store survey respondents’ IP address. 4. Customer Owns Community Link Customer Content. Customer controls or owns all rights, titles, and interests in Community Link Customer Content. Except as outlined herein, Axon obtains no interest in Community Link Customer Content, and Community Link Customer Content is not Axon’s business records. Except as set forth in this Agreement, Customer is responsible for uploading, sharing, managing, and First Amendment to Master Services and Purchasing Agreement deleting Community Link Customer Content. Axon will only have access to Community Link Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to Community Link Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of Community Link and other Axon products. 5. Details of the Processing. The nature and purpose of the Processing under this Appendix are further specified in Schedule 1 Details of the Processing, to this Appendix. 6. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Data against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Customer Data including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; security education; and data protection. Axon will not treat Customer Data in accordance with FBI CJIS Security Policy requirements and does not agree to the CJIS Security Addendum for this engagement or any other security or privacy related commitments that have been established between Axon and Customer, such as ISO 27001 certification or SOC 2 Reporting. 7. Privacy. Customer use of Community Link is subject to the Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Community Link Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products including Community Link and related services; and (c) enforce this Agreement or policies governing the use of Community Link or other Axon products. 8. Location of Storage. Axon may transfer Customer Data to third-party subcontractors for Processing. Axon will determine the locations for Processing of Customer Data. For all Customer, Axon will Process and store Customer Data within the country in which Customer is located. Ownership of Community Link Customer Content remains with Customer. 9. Required Disclosures. Axon will not disclose Customer Data that Customer shares with Axon except as compelled by a court or administrative body or required by any law or regulation. Axon will notify Customer if any disclosure request is received for Customer Data so Customer may file an objection with the court or administrative body, unless prohibited by law. 10. Data Sharing. Axon may share data only with entities that control or are controlled by or under common control of Axon, and as described below: 10.1. Axon may share Customer Data with third parties it employs to perform tasks on Axon’s behalf to provide products or services to Customer. 10.2. Axon may share Aggregated Survey Response with third parties, such as other Axon customers, local city agencies, private companies, or members of the public that are seeking a way to collect analysis on general policing and community trends. Aggregated Survey Response will not be reasonably capable of being associated with or reasonably linked directly or indirectly to a particular individual. 11. License and Intellectual Property. Customer grants Axon, its affiliates, and assignees the irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Customer Data for internal use including but not limited to analysis and creation of derivatives. Axon may not release Customer Data to any third party under this right that is not aggregated and de-identified. Customer acknowledges that Customer will have no intellectual property right in any media, good or service developed or improved by Axon. Customer acknowledges that Axon may make any lawful use of Community Link Data and any derivative of Customer Data including, without limitation, the right to monetize, redistribute, make modification of, and make derivatives of the surveys, survey responses and associated data, and Customer will have no intellectual property right in any good, service, media, or other product that uses Community Link Data. 12. Customer Use of Aggregated Survey Response. Axon will make available to Customer Aggregated Survey Response and rights to use for any Customer purpose. 13. Data Subject Rights. Taking into account the nature of the Processing, Axon shall assist Customer by appropriate technical and organizational measures, insofar as this is reasonable, for the fulfilment of Customer's obligation to respond to a Data Subject Request regarding any Personal Data contained within First Amendment to Master Services and Purchasing Agreement Community Link Customer Content. If in regard to Community Link Customer Content, Axon receives a Data Subject Request from Customer's data subject to exercise one or more of its rights under applicable Data Protection Law, Axon will redirect the data subject within seventy-two (72) hours, to make its request directly to Customer. Customer will be responsible for responding to any such request. 14. Assistance with Requests Related to Community Link Customer Content. With regard to the processing of Community Link Customer Content, Axon shall, if not prohibited by applicable law, notify Customer without delay after receipt, if Axon: (a) receives a request for information from the Supervisory Authority or any other competent authority regarding Community Link Customer Content; (b) receives a complaint or request from a third party regarding the obligations of Customer or Axon under applicable Data Protection Law; or (c) receives any other communication which directly or indirectly pertains to Community Link Customer Content or the Processing or protection of Community Link Customer Content. Axon shall not respond to such requests, complaints, or communications, unless Customer has given Axon written instructions to that effect or if such is required under a statutory provision. In the latter case, prior to responding to the request, Axon shall notify Customer of the relevant statutory provision and Axon shall limit its response to what is necessary to comply with the request. 15. Axon Evidence Partner Sharing. If Axon Evidence partner sharing is used to share Community Link Customer Content, Customer will manage the data sharing partnership with Axon and access to allow only for authorized data sharing with Axon. Customer acknowledges that any applicable audit trail on the original source data will not include activities and processing performed against the instances, copies or clips that has been shared with Axon. Customer also acknowledges that the retention policy from the original source data is not applied to any data shared with Axon. Except as provided herein, data shared with Axon may be retained indefinitely by Axon. 16. Data Retention. Phone numbers provided to Axon directly by Customer or at their direction, or by permitting Community Link to access or connect to an information system or similar technology will be retained for twenty-four (24) hours. Axon will not delete Aggregated Survey Response for four (4) years following termination of this Agreement. There will be no functionality of Community Link during these four (4) years other than the ability to submit a request to retrieve Aggregated Survey Response. Axon has no obligation to maintain or provide Aggregated Survey Response after these four years and may thereafter, unless legally prohibited, delete all Aggregated Survey Response. 17. Termination. Termination of an Community Link Agreement will not result in the removal or modification of previously shared Community Link Customer Content or the potential monetization of Survey Response and Aggregated Survey Response. 18. Managing Data Shared. Customer is responsible for: 18.1. Ensuring Community Link Customer Content is appropriate for use in Community Link. This includes, prior to sharing: (a) applying any and all required redactions, clipping, removal of metadata, logs, etc. and (b) coordination with applicable public disclosure officers and related legal teams; 18.2. Ensuring that only Community Link Customer Content that is authorized to be shared for the purposes outlined is shared with Axon. Customer will periodically monitor or audit this shared data; 18.3. Using an appropriately secure data transfer mechanism to provide Community Link Customer Content to Axon; 18.4. Immediately notify Axon if Community Link Customer Content that is not authorized for sharing has been shared. Axon may not be able to immediately retrieve or locate all instances, copies or clips of Community Link Customer Content in the event Customer requests to un-share previously shared Community Link Customer Content; 19. Prior to enrollment in Community Link. Prior to enrolling in Community Link, Customer will: 19.1. determine how to use Community Link in accordance with applicable laws and regulations including but not limited to consents, use of info or other legal considerations; 19.2. develop a set of default qualification criteria of what Community Link Customer Content may be shared with Axon; and First Amendment to Master Services and Purchasing Agreement 19.3. assign responsibilities for managing what Community Link Customer Content is shared with Axon and educate users on what data may or not be shared with Axon. 20. Customer Responsibilities. Customer is responsible for: 20.1. ensuring no Community Link Customer Content or Customer End User’s use of Community Link Customer Content or Community Link violates this Agreement or applicable laws; 20.2. providing, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents and rights necessary under applicable laws for Axon to process Customer Data in accordance with this Agreement; and 20.3. maintaining necessary computer equipment and Internet connections for use of Community Link. If Customer becomes aware of any violation of this Agreement by an End User, Customer will immediately terminate that End User’s access to Community Link. Customer will also maintain the security of End User’s usernames and passwords and security and access by End Users to Community Link Customer Content. Customer is responsible for ensuring the configuration and utilization of Community Link meets applicable Customer regulations and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or Community Link Customer Content or if account information is lost or stolen. 21. Suspension. Axon may temporarily suspend Customer's or any End User’s right to access or use any portion or all of Community Link immediately upon notice, if Customer or End User’s use of or registration for Community Link may (a) pose a security risk to Axon products including Community Link, or any third- party; (b) adversely impact Community Link, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Customer remains responsible for all fees, if applicable, incurred through suspension. Axon will not delete Community Link Customer Content or Aggregated Survey Response because of suspension, except as specified in this Agreement. 22. Community Link Restrictions. Customer and Customer End Users, may not, or may not attempt to: 22.1. copy, modify, tamper with, repair, or create derivative works of any part of Community Link; 22.2. reverse engineer, disassemble, or decompile Community Link or apply any process to derive any source code included in Community Link, or allow others to do the same; 22.3. access or use Community Link with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 22.4. use trade secret information contained in Community Link, except as expressly permitted in this Agreement; 22.5. access Community Link to build a competitive product or service or copy any features, functions, or graphics of Community Link; 22.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Community Link; or 22.7. use Community Link to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. First Amendment to Master Services and Purchasing Agreement Schedule 1- Details of the Processing 1. Nature and Purpose of the Processing. To help Customer obtain feedback from individuals, such as members of their community, staff, or officers. Features of Community Link may include: 1.1. Survey Tool where Customer may create, distribute, and analyze feedback from individuals it designates. Customer may designate members of the community, staff or officers from whom they would like to obtain feedback; 1.2. Creation of custom forms for surveys. Customer may select questions from a list of pre-drafted questions or create their own; 1.3. Distribution of survey via multiple distribution channels such as text message; 1.4. Ability to access and analyze Survey Response. Axon may also provide Customer Aggregated Survey Responses which contain analysis and insights from the Survey Response; 1.5. Direct integration into information systems including Computer Aided Dispatch ("CAD"). This will enable Customer to share contact information easily and quickly with Axon of any individuals from whom it wishes to obtain feedback, enabling Axon to communicate directly with these individuals; 1.6. Data Dashboard Beta Test ("Data Dashboard") where Survey Response and Aggregated Survey Response will be displayed for Customer use. Customer will be able to analyze, interpret, and share results of the Survey Response. Community Link may provide beta versions of the Data Dashboard that are specifically designed for Customer to test before they are publicly available; 1.7. Survey Responses will be aggregated and de-identified and may be subsequently distributed and disclosed through various mediums to: (1) Customer; (2) other Axon Customer; (3) private companies; and (4) members of the public. The purpose of disclosure is to provide ongoing insights and comparisons on general policing and community trends. Prior to disclosing this information, Axon will ensure that the Survey Response has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual; and 1.8. Provide services and materials to engage Customer stakeholders, market the partnership to the public, and facilitate training. AXON ENTERPRISE — QUOTE PRESENTATION ESTES PARK, COLORADO Estes Park Police Department Contract Renewal & Term Options QUOTE REFERENCE Estes Park Renewal Options ISSUED DATE February 27, 2026 VALID UNTIL June, 2026 TERM OPTIONS Attachment 4 S T R AT E G I C VA L U E P R O P O S I T I O N What We Are Solving Addressing core operational challenges with modern technology solutions. FOCUS AREAS Efficiency Stability ⏱OPERATIONAL PAIN Efficiency & Time Savings T H E C H A L L E N G E Officers rewatch entire body cam videos to write reports. Detectives run out of transcription minutes. Finding specific quotes or suspect mentions takes time. "Save officer time, speed casework, improve investigative efficiency." A XON S O L U T I O N ↓ ✓Unlimited searchable transcription across all evidence. ✓Faster report writing & keyword search. FISCAL STRATEGY Contract Stability T H E C H A L L E N G E Avoid contract lapse & navigate 6–10 week approval cycle. Need firm numbers early for 2027 budget planning. Avoid redoing complex procurement in 5 years. "Clear presentation package for board approval, budget predictability." A XON S O L U T I O N ↓ ✓Clean 5 year option with locked-in pricing. ✓Built-in camera and Taser refresh cycles. Estes Park Police Department C O N F I D E N T I A L & P R O P R I E TA R Y F I N A N C I A L & O P E R AT I O N A L A N A LY S I S Contract Renewal Comparison CLIENT Estes Park TERM 60 Months Previous Contract EXPIRI NG 9/26 TOTAL CONT RACT VALUE $272,894.05 COVER AGE 23 Officers I N C L U D E D C O M P O N E N T S Core+ Bundle (2021) Previous Gen Body Cameras Basic VR Access & Hardware  Proposed Renewal R EC O MMEN DED TOTAL CONT RACT VALUE $380,341.26 INC LUDES 10 % DISC O UN T EXPANDED COVERAGE 26 Officers (+3 Added) M A J O R U P G R A D E S & A D D I T I O N S Officer Safety Plan VR AB4 Camera Bundles (26 Units)HARDWA RE P R I C E VA R I A N C E +$107,447 Over 60 months T E C H N O LO GY S H I F T Transition from basic recording to AI- assisted workflow and comprehensive VR training ecosystem. S T R AT E G I C VA L U E Includes automated redaction, transcription services, and expanded officer safety capabilities. VS Q U O T E B R E A K D O W N 5-Year Contract Components Detailed line items for the baseline 60-month agreement. TOTAL PACKAGE VALUE $380,341.26 CORE PROGRAMS & HARDWARE Officer Safety Plan T10 Comprehensive officer safety bundle 24 Officers $278,664.42 OSP-UNLIMITED (NO VR) Unlimited officer safety plan 2 Units $13,500.08 AB4 Camera Bundle Includes mounting and setup accessories 26 Units $0.00 AB4 Multi-Bay Docks Docking station bundles 4 Units $0.00 Transfer Balances Software & Services Credit Credit -$2,254.51 Transfer Balances Goods Credit Credit -$377.41 SOFTWARE & LICENSES Axon Community Link Community engagement platform 26 Licenses $22,843.08 Axon Air - DroneSense UAS Class 1 License 2 Licenses $17,000.40 Redaction Assistant Automated video redaction 26 Licenses $15,233.40 Axon Performance Performance license 26 Licenses $15,233.40 Auto Tagging License Automated evidence tagging 26 Licenses $15,233.40 Pro License Bundle Professional license access 2 Licenses $5,265.00 Quote ID: Q-803945-46056AP E S T E S PA R K P O L I C E D E PA R T M E N T Invoice & Payment Schedule Estes Park Police Department — 5-Year Annual Billing Plan 1 0% D I SCOU N T - S IG N B Y JU N E T O TA L C O N T R AC T VA L U E $422,601.40 $380,341.26 P R O G R A M L E N G T H 60 Months PAY M E N T P E R I O D S 6 Total AV E R AG E A N N U A L C O S T ~$75,997 / year  First payment covers partial alignment period (Jul 2026), followed by 5 standard annual payments. PAY M E N T S C H E D U L E INVOICE DATE SUBTOTAL TAX PAYMENT AMOUNT Jul 2026 $355.26 $0.00 $355.26 Jan 2027 $75,997.20 $0.00 $75,997.20 Jan 2028 $75,997.20 $0.00 $75,997.20 Jan 2029 $75,997.20 $0.00 $75,997.20 Jan 2030 $75,997.20 $0.00 $75,997.20 Jan 2031 $75,997.20 $0.00 $75,997.20 TOTAL $380,341.26 $0.00 $380,341.26 Estes Park Police Department — Confidential & Proprietary Page 5 JUNE 9, 2026 —TOWN BOARD MEETING 60-MONTH TERM: 2026—2031 Attachment 5 The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo To: Honorable Mayor Hall & Board of Trustees From: Town Administrator Machalek Department: Town Administrator’s Office Date: June 9, 2026 Subject: 2027 Provisional Strategic Plan Type: Strategic Plan Objective: Consideration of the 2027 Provisional Strategic Plan. Present Situation: The Town Board adopts an annual Strategic Plan to guide staff in the development of the proposed budget and each department’s work plan for the coming year. Adopting a “Provisional Strategic Plan” is intended to: 1) Provide departments with a formal adopted document that they will use to inform and guide development of the Town Administrator’s Proposed Budget; and 2) Better track and report on changes to the Strategic Plan that come from the budgeting process. Proposal: The proposed 2027 Provisional Strategic Plan is the result of two Town Board Strategic Planning Study Sessions on March 9 and April 30. Changes to the Strategic Plan necessitated by the budget process will be highlighted when staff return with a final 2027 Strategic Plan, to be considered concurrently with the 2027 Budget. This will ensure that no unfunded Objectives are included in the final adopted plan and will help members of the public identify what has changed between initial strategic discussions and the final budget. Advantages: • Allows greater insight/transparency into how Strategic Plan items are impacted by the Town’s budget discussions and decisions. • Provides clear direction to the Town Administrator and departments for the preparation of the 2027 budget. Disadvantages: • The adoption of a Provisional Strategic Plan creates another step in the Town’s strategic planning process that requires additional Board and staff time to complete. Action Recommended: Approval of the 2027 Provisional Strategic Plan. Finance/Resource Impact: No direct financial impact. Strategic Plan Objectives that require financial support go through the budget process. Level of Public Interest: Medium. Sample Motion: I move to approve/deny the 2027 Provisional Strategic Plan as presented. Attachments: 1. 2027 Provisional Strategic Plan KEY OUTCOME AREA (Alphabetical order) STRATEGIC POLICY STATEMENTS GOALS (MULTI-YEAR)OBJECTIVES (ONE-YEAR) 1. We support a wide range of housing opportunities with a particular focus on a broad spectrum of affordable workforce 1.A. Incentivize private development of workforce and 5.A.1 - Implement selected recommendation from the 2045 Parks and Open 1.B. Continue efforts with the Housing Authority to develop 9.A.1 - Complete a historic structure assessment for purposes of developing a 2. We support the needs of our senior community, including 1.C. Continue efforts with the Housing Authority and the and partner organizations that support seniors. Identify matters of importance, including housing and 3. We support the needs of families in our community. 4. We support a wide range of childcare opportunities with a particular focus on infants and toddlers. 5.C. Continue to implement the 2019 Stanley Park Complex 5. We expand our open space and public park infrastructure, and improve and maintain the durability, functionality, and efficiency 6.A. Ensure the Estes Park Development Code continues to align with the new Comprehensive Plan and other Town policies and goals by processing new amendments as our adopted transportation, drainage, parking design standards, and construction policies in the Development Town of Estes Park 2027 Strategic Plan THERE IS NO RANK-ORDERING OR PRIORITIZATION IN THIS PLAN. ALL NUMERICAL DESIGNATIONS ARE FOR REFERENCE PURPOSES ONLY. For the purposes of Strategic Policy Statements, "We" refers to the Town organization, led by the Town Board of Trustees. Provisional (06/09/2026) Exceptional Community Services - Estes Park is an exceptionally vibrant, diverse, inclusive, and active mountain community in which to live, work, and play, with housing available for all segments in our community. Attachment 1 6. We have an up-to-date Comprehensive Plan and Development 6.C. Develop a process to ensure that the costs of development code, municipal code, and building code 7. We prioritize community accessibility for residents and guests 7.B. Continuously implement organizational processes and services to improve the accessibility of public information in all formats, with a particular focus on the needs of individuals with disabilities and those with limited English 8. We enact policies that support all demographic segments of 10.A. Explore the potential to create a program to incentivize art on both public and private property, especially with new development in non-residential areas 9. We value and work to preserve, share, and respect the unique history of Estes Park, and incorporate that history into our 1.A. Update and actively work on Human Resources Town's public communications and engagement services and identify opportunities for improvement, including future investments that would support 3.A. Ensure adequate grant writing capacity as the current by evaluating user experience, staff management impacts, and platform performance against alternative solutions. If findings warrant, submit a 2028 2. We attract and retain high-quality staff by being an employer of choice, including offering highly competitive benefits and 3.B. Ensure adequate resourcing to meet the current and future preventative facilities maintenance needs for Town diverse membership representation on Boards and 3. We match service levels with the resources available to deliver 5.A. Conduct a community survey biennially in odd years to 4. We strive to ensure that the membership of our appointed 7.A. Develop an organizational culture that encourages Governmental Services and Internal Support - We provide high-quality support for all municipal services. 5. We seek, value, respect, and meaningfully consider input and 10.A. Continually evaluate the functionality of our website 11.A. Evaluate the service condition, safety, functionality, accessibility, and land-use restrictions of our 32 public buildings using a data-driven approach and document the 6. We prioritize and support a culture of customer service throughout the organization. 7. We support a culture of continuous improvement in our 11.D. Work with the Fire District to investigate and evaluate strategies to use Town-owned buildings and Town projects 11.E. Develop a long-term Master Plan for Town Hall that includes a space utilization study, life cycle replacement needs (roofs, windows, siding, HVAC, etc.), and considers the possibility of reconstruction to allow for mixed use 8. We operate with transparency by maintaining open communication with all community members and proactively 2.A. Continue to develop and attract diverse events and audiences. 2.A.1 - Consider implementing changes to support the financial feasibility of events in the non-peak season. 2.B. Continue to support events through creativity, innovation, and technology.2.B.1 - Update and develop emergency action plans for each event venue. 2. We provide and support a diverse selection of high-quality 2.C. Upgrade and maintain the quality, function, and safety Outstanding Guest Services - We are a preferred Colorado mountain destination providing an exceptional guest experience. 3.A. Work with public- and private-sector entities to encourage additional town destination opportunities for guests, including the Museum, particularly in case visitation 2.B.3 - Improve the existing Event Orders that detail all the logistics for an event, 3. We strive to balance the impacts of visitation with the needs and quality of life of our residents. Rocky Mountain Conservancy on developing and implementing ways to help educate and entertain guests at 4. We balance data-driven decisions with community values when serving our guests and residents using up-to-date and 5.C. Continue providing the Guest Services (Service Elevated) annual training for volunteers in the Visitor 5. We contribute to an exceptional guest experience through high- quality visitor services. 6. We work to ensure that Estes Park is a sustainable tourism destination. 1. We are committed to safeguarding the lives and property of 1.A. Evaluate and meet the sworn officer, dispatch, and with projected completion of construction and occupancy of a new police facility 1.B. Establish a timeline and funding strategy to implement the Facilities Master Plan recommendations. Start with the 1.B.2 - Develop a funding plan for relocating Event Stall Barns in association with 2. We support environmental stewardship and sustainability 1.C. Evaluate the Town's approach to all-hazard emergency management in collaboration with our local and regional 3. We recognize that substance abuse in our community and schools is an ongoing issue and work with local and regional partners to improve awareness, treatment, education, and harm 2.B. Support beneficial electrification of buildings by encouraging the replacement of fossil-fuel appliances with 2.H.1 - Evaluate the need for a dedicated environmental planning function within the Community Development Department that would be responsible for ensuring new and existing development complies with sustainability and environmental regulations and policies, especially regarding wildlife, wildfire, and flood, and 2.C. The Events and Visitor Services Department will 7.1 - Establish an operational data-sharing protocol with LETA911 to provide real- Public Safety, Health, and Environment - Estes Park is a safe place to live, work, and visit within our extraordinary natural environment. 4. We value the importance of maintaining a local emergency 2.D. Remain an active partner with Larimer County in education opportunities for the public. 5. We value the importance of maintaining the Estes Park Police 2.F. Support Visit Estes Park's efforts to communicate 6. We value redundancy and collaboration in the provision of dispatch and law enforcement services. 7. We strive to enhance the safety of emergency responders. investment in zero emission fleet vehicles, equipment, and Council and the importance of Town representation on the 8. We believe restorative practices are essential to a healthy and resilient Estes Park community by repairing harm, strengthening relationships, facilitating engagement, and deepening 10.A. Continue to re-evaluate current evacuation areas/procedures based on the best-available data and 9. We train and prepare to fully and immediately respond to community emergencies. 10. We are proactive in our approach to wildfire planning and mitigation in response to elevated fire risks in the Estes Valley 11. We recognize the importance of behavioral health in our community and work with local and regional partners to improve on a triple-bottom-line model, considering economic, social, and 1.A. Explore the possibility of an enhanced higher education presence in Estes Park. 2.A. Improve and streamline the Development Review process. 4.A. Continue implementation of the Downtown Plan. 5.A. Conduct corridor studies for the corridors called out in the Comprehensive Plan. 3. We support a diverse economy, attracting and serving a broad 5.B. Continue collaborative planning efforts regarding a shared facility concept on Cleave Street that includes a new 6.A. Work with the Economic Development and Workforce Council to build capacity for small business owners to 4. We value the importance of a vibrant, attractive, and economically viable downtown. 5. We support investment and revitalization in all of the Town's commercial areas. 6. We support economic and workforce development efforts led by other organizations. 7. We recognize the benefits of shopping locally and will actively 1. We maintain up-to-date financial policies, tools, and controls 1.A. Review and update key finance policies. 2.1 - Develop and share quarterly financial reports with the Town Board that clearly compare revenues and expenditures against the adopted 2027 annual 2. We make data-advised financial decisions. 3. We will consider the most effective financing strategy for large capital projects on a case-by-case basis, ensuring that each financing package is appropriately tailored to the project under Town expenditures to support cost-effective services for our 1. We value the development and maintenance of a safe, sustainable, accessible, and efficient multimodal transportation 1.A. Upgrade and maintain our public trail network to ADA compliant pedestrian facilities mechanisms to assist in funding multimodal transportation funded by SB267 grant funds. (2026/2027 Objective) 2. We will maintain a high-quality network of streets and trails for our community. 1.C. Evaluate the next phases of the Wayfinding Signage Street to Marys Lake Road and seek construction grant funding. (Multi-year Town Financial Health - We will maintain a strong and sustainable financial condition, balancing expenditures with available revenues, including adequate cash reserves for future needs and unanticipated emergencies. Transportation - We have safe, efficient, and well-maintained multimodal transportation systems. 1.D. Monitor and address the impacts to the Town sidewalk expanded transit routes, and micro-transit service. (2026/2027 Objective) 3. We will evaluate and address multimodal traffic efficiency 2.A. Street rehabilitation efforts will result in an average Pavement Condition Index of 80 or greater for the Town construct a 3-level parking structure at the Big Horn parking lot. (Multi-year 5.A.2 - Evaluate the pros and cons of dynamic pricing for paid parking, expansion 4. We effectively communicate with residents and guests about 3.B. Develop funding strategies for the design, environmental clearance, and construction of the Moraine 5.A.3 - Evaluate the effectiveness of the current transit service routes, times, and 3.C. Consider implementing the recommendations in the 8.A.1 - Construct a concrete trail along the north side of Wonderview Avenue 5. We consider strategic, data-driven investments in technology that promote the financial and environmental sustainability of 3.D. Consider implementing the recommendations in the 5.A. Continually evaluate implementation of the Downtown 6. We identify and leverage local, regional, and national partnerships that strengthen and extend the Town's parking and 6.A. Work with CDOT and other partners to evaluate 7. We consider the potential impacts of technology changes, including electric and autonomous vehicles and repurposing of 8.B. Obtain funding to design and build a functionally connected bike and pedestrian network within one mile of 8.C. Complete the Fall River Trail using available trail 8. We will develop and maintain sidewalk and trail connectivity in 1.A. Ensure at least one water treatment plant can reliably operate year-round by designing water treatment maintenance costs by leveraging modern technologies, Utility Infrastructure - We have reliable, efficient, and up-to-date utility infrastructure serving our community and customers. 1.B. Decrease per-capita treated water demand through loss reduction. 3.A.1 - Complete the Woodstock Drive neighborhood stormwater CIP project from the list included in the Stormwater Master Plan. 2. We provide safe, high-quality, reliable, and sustainable electric 2.A. Identify and remove high-risk/high-frequency power outage areas through the targeted replacement of bare overhead conductors and the deployment of intelligent 5.A.1 - Complete construction of Trailblazer Broadband system for customers in reduce high-frequency leaks and stabilize distribution pressure on the town's 3. We use a risk-based approach for achieving an appropriate 4.A. Continue implementing the Stormwater Master Plan. 6.A.1 - Complete the Esri Utility Network (UN) migration for Fiber GIS that funds the administration, operation, maintenance, and capital expansion of stormwater infrastructure over a 30 4. We effectively and efficiently manage stormwater and are 4.C. Upgrade and maintain our stormwater collection system to reduce the risk of flooding and damage to public 5. We encourage and support responsible stewardship of our utilities' natural resources, including the use of renewable energy 4.E. Pursue grant funding for private and/ or public flood 6. We provide access to high-speed, high-quality, reliable 5.A. Increase/enhance renewable energy sources and storage by collaborating with PRPA and the other Owner Communities to support PRPA's transition plan to minimize 7. We partner with the three other owner communities to advance Platte River Power Authority towards our goal of a 100%6.A. Accumulate net positive revenues and apply for grants common modernization platforms between the three owner communities and PRPA to support financial sustainability of PRPA's carbon-to-renewable transition