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HomeMy WebLinkAboutbocc.con.169.20 2019-12-17 CDD 4VKIN Pitkin County COUNT' Procurement Cover Sheet @./D.C\ Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement Contract Information Contract Number 169.20 Project Name Mountain Voices Project- Landlord/Tenant Housing Contractor Uncle Bob Foundation Budget Line Item 50% - 11631196.581000 $ 50% - 10010196.581000 $Additional Budget Line — $ _ Item(s) (Please fully allocate New Contract Total) $ — Procurement Method: Emergency Type: Services/Maintenance Contract Start Date 9/17/2020 Contract End Date 9/16/2021 Contract Type Select from drop-down menu Retainage Select from drop-down menu If this is a new contractor, please enter the New Vendor information into Munis for workflow approval. Contact Information: Department Human Services County Representative Nan Sundeen County Representative (970) 920-5209 Phone Provide a brief description of the contract: Contractor shall facilitate tenant and landlord recovery funding for those financially impacted by the COVID-19 pandemic as it relates to economic hardships surrounding housing. $25,000.00 shall be payable upon execution of this agreement with the second installment of$25,000.00 payable upon receipt of an itemized report detailing how the initial payment was distributed(see attached documentation for additional information). Contractor is confirmed to be free of disbarment via Sam.gov as of 9/17/2020. Contract Value Summary: Original Contract Amount $ 50,000.00 Previous Change Order/Amendment Amount $This Change order/Amendment amount $New Contract Total $ 50,000.00 Contract#: 169.20 Rev. 2018.10.10 btf Budget Line Item#: 50%- 11631196.581000 50%- 10010196.581000 PITKIN COUNTY, COLORADO EMERGENCY PROCUREMENT FILE MEMORANDUM TO: File FROM: Nan Sundeen, Director of Human Services RE: COVID-19 DATE: 9/17/2020 EMERGENCY PROCUREMENT Notwithstanding any other provision of this Code, a procurement officer may make emergency procurements: When the County Manager has determined that the emergency procurement is necessary because of a threat to public health, welfare, or safety. Such emergency procurement shall be made with such competition as is practicable under the circumstances(Pitkin County Procurement Code section 3-105) The following written information shall be included in the contract file: A. Name of Emergency Incident: COVID-19 B. Description of Project/Purchase: Mountain Voices Project—Landlord/Tenant Housing Relief Fund C. Budget or funding source: Healthy Community Fund 50%/HS General Fund 50% D. Reason for Emergency Procurement: UBF will manage assessment and distribution of funds to support both landlords and tenants that are impacted by the financial repercussions of COVID-19 on the local economy and housing market. Contractor(s) Contacted/Selected: Uncle Bob Foundation; Contractor has a proven track record of managing and distributing funds to those in financial need and offers services at the low rate of 1% for administrative costs. NAa/l. SltL tkl , Oct-03-2020 Nan Sundeen Date Director County Manager/Incident Commander approval: PLIUs 64Attict. Oct-06-2020 Phyl i s Mattice Date Assistant County Manager Note: Every effort should be made to obtain a written contract when otherwise required under County procedures. When a contract is obtained, complete the Clerk's check list and send the original signed contract with coversheet to clerk's office for archiving. 1 Pitkin County Contract#169.20 Budget Code(s):50%-11631196.581000;50%-10010196.581000 AGREEMENT FOR SERVICES BETWEEN PITKIN COUNTY,COLORADO AND UNCLE BOB FOUNDATION THIS AGREEMENT("Agreement")is effective as of the 18t'day of September,2020 by and between The Uncle Bob Foundation,a Colorado nonprofit corporation(hereinafter"Contractor")and Pitkin County Human Services, Colorado,a body corporate and politic(hereinafter"County"). RECITALS WHEREAS,the County,through its Department of Human Services("DHS")works to promote the health, safety and welfare of County residents of all ages;and WHEREAS,the County uses outside providers and professionals to enhance the ability of County to promote such health,safety and welfare;and WHEREAS,the Contractor is working with Pitkin,Eagle,and Garfield Counties to facilitate a Landlord-Tenant Recovery Fund that supports landlord-tenant teams to collect and/or pay rent due to loss of tenant income during the COVID pandemic(the"Project");and WHEREAS,the Contractor will work with various vetting agencies to fulfill the goals of the Project;and WHEREAS,the Contractor is authorized to do business in the State of Colorado and has the time,skill,expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof;and WHEREAS,this Agreement shall govern the relationship between Contractor and County in connection with the services. AGREEMENT NOW,THEREFORE,in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services,labor,personnel and materials necessary to perform and complete the services or work described in Exhibit A("Services"or"Work")which is attached hereto and incorporated herein by reference.The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to start furnishing the Services as soon as practicable and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A,then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. The Contractor must also comply with the terms contained in Exhibit B. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. 2. County's Representative. The Department of Human Services' designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above,and subject to the provisions of paragraph 11 hereof,shall continue in full force and effect through twelve months from the effective date of this contract. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties.Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly,no course of conduct or dealings between the parties,nor verbal change orders,express or implied acceptance of alterations or additions to the Services,and no claim that County has been unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichment,shall be the basis of any increase in the compensation payable hereunder.In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement,Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed$50,000. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. An initial release of$25,000 will be made when the contract is fully executed.The second$25,000 will be release upon receiving a report of how the first$25,000 was spent(demographics,number of people served,and amount of subsidy,living or working address of recipients,efforts to draw down state and federal funding). All invoices must be emailed to the following address to ensure proper payment. Nan.sundeen(a,pitkincounty.com b. If,at any time during the term or after termination or expiration of this Agreement,County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from County,Contractor shall forthwith return such payment(s)to County. Upon termination or expiration of this Agreement,unexpended funds advanced by County,if any,shall forthwith be returned to County. c. All funds received by Contractor under this Agreement shall be or have been expended solely for the purpose for which granted,and any funds not so expended,including funds lost or diverted for other purposes, shall be returned to County. Contractor shall provide the County with progress reports upon County's request;or Contractor shall furnish progress reports as more specifically set forth in the attached Exhibit A. d. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement,County shall have no obligations under this Agreement after,nor shall any payments be made to Contractor in respect of any period after December 31 of any year,without an appropriation therefor by County in accordance with a budget adopted by the 2 Pitkin County HHS General Services Board of County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S.29-1-101 et. seq.)and the TABOR Amendment(Colorado Constitution,Article X, Sec.20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent,which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection,in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor,as approved by County and to the extent of the Services to be performed by the subcontractor,to be bound to Contractor by the terms of this Agreement,and to assume toward Contractor all the obligations and responsibilities which Contractor,by this Agreement,assumes toward County.County shall have the right(but not the obligation)to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process.The Contractor shall be responsible for the acts and omissions of its agents,employees and subcontractors. Subcontractors may invoice for up to 5% administration. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage and as set forth above shall be endorsed to include Pitkin County,its associated or affiliated entities,its successors and assigns,elected officials, employees,agents and volunteers as additional insureds.A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit C. ii. Contractor's certificates of insurance shall include subcontractors,if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on,and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights,immunities and protections provided by the Colorado Governmental Immunity Act,as from time to time amended,or otherwise 3 Pitkin County HHS General Services available to County,its affiliated entities,successors or assigns,its elected officials,employees,agents and volunteers. v. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County,and any of its officers,agents and employees against any losses,claims,damages or liabilities for which County may become subject to insofar as any such losses,claims,damages or liabilities arise out of,directly or indirectly,this Agreement,or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder;including claims for bodily injury or personal injury including death or loss or damage to tangible or intangible property;and Contractor shall reimburse County for reasonable attorney fees and costs,legal and other expenses incurred by County in connection with investigating or defending any such loss,claim,damage,liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents(including electronic files)and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i)personally delivered,or(ii)when mailed in the United States mail,first class postage prepaid,or(iii)when delivered by FedEx or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission,or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. COUNTY: Pitkin County Human Services Attention:Nan Sundeen 0405 Castle Creek Road, Suite 112 Aspen,CO 81611 970-920-5209 Nan.sundeen@pitkincounty.com With a copy to: Pitkin County Attorney 530 East Main Street Aspen,CO 81611 Attention,John Ely John.ely@pitkincounty.com 4 Pitkin County HHS General Services CONTRACTOR: Uncle Bob Foundation 1430 Railroad Ave,Unit F, Suitel Rifle,CO 81650 11. Termination. County may terminate this Agreement,in whole or in part,at any time and for any reason, with or without cause,and without penalty therefor with seven(7)calendar days'prior written notice to the Contractor. Upon termination of this Agreement,Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof,in such format as County shall direct and shall return all County owned materials and documents.County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue,Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this Agreement,or breach thereof,shall be litigated in the District Court for Pitkin County,Colorado,which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts;Electronic Signatures. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement.Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page;(ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized,if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act,C.R.S.24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property,and with all local conditions,federal,state and local laws,ordinances,rules and regulations that in any manner affect cost,progress,or performance of the Services. b. Contractor will make,or cause to be made,examinations,investigations,and tests as he deems necessary for the performance of the Services. c. To the extent possible,Contractor has correlated the results of such observations,examinations, investigations,tests,reports,and data with the terms and conditions of this Agreement. d. To the extent possible,Contractor has given County written notice of all conflicts,errors,or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct,at its sole expense,all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care,skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement.In the event County finds these standards of 5 Pitkin County HHS General Services customer service are not being met by Contractor,County may terminate this Agreement,in whole or in part,upon seven(7)days' notice to Contractor.This paragraph shall survive termination of this Agreement. f. Contractor agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards,in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant,partnership,joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. Contractor represents and warrants that at all times in the performance of the Services,Contractor shall comply with any and all applicable laws,codes,rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest.Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties,and not to any third party. 1. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement.The Contractor has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S.24-76.5-103 prior to the effective date of this Agreement. p. Contractor shall comply with the Civil Rights Act of 196 and Section 504,Rehabilitation Act of 1973,concerning discrimination on the basis of race,color,sex,age,religion,political beliefs,national origin or handicap. 15. Prohibitions on Government Contracts. As used in this Section 15,the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101,et. seq.If Contractor has any employees or 6 Pitkin County HHS General Services subcontractors,Contractor shall comply with C.R.S. 8-17.5-101,et.seq.,and this Agreement. By execution of this Agreement,Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program("Department Program")in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement;or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program,as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify c. Contractor shall not use either the E-verify program or other Depatttnent Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual,Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual;and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three(3)days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract.If the Agreement is so terminated specifically for breach of this provision of this Agreement,Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. 7 Pitkin County HHS General Services [Rest of page intentionally left blank] 8 Pitkin County HHS General Services IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first set forth above. Pitkin County, STATE OF COLORADO, By and Through Its COUNTY MANAGER KI AP 144 iu, By: Jon Peacock„ County Manager Recommended for Approval Nat S.MtjAktot By: Nan Sundeen,Director of Human Services CONTRACTOR: By: t- 1� �. �fVbttist, Cheryl R. Strouse Interim Executive Director 9 Pitkin County HHS General Services EXHIBIT A SCOPE OF SERVICES,SCHEDULE,FEES Pitkin County Department of Human Services("DHS")will engage the services of the Uncle Bob Foundation ("UBF")to act as the Fiscal Agent for the purpose of distributing subgrants to non-profit organizations("Grantees"). Grantees will use subgrants to help landlord-tenant teams collect and/or pay rent due to loss of tenant income during the COVID pandemic. This process will be referred to as the Landlord-Tenant Recovery Fund("LTRF"). Start and Completion Dates. UBF services will begin upon execution of this agreement and will conclude upon the passing of 12 months or termination of this agreement. Scope of Services.UBF shall serve as the fiscal agent of the LTRF. 50% of the funds will be initially transferred directly from DHS to UBF to support people impacted by work interruptions as a result of COVID 19 who live or work in Pitkin County.UBF shall disburse an initial$5,000 subgrant to each Grantee and provide follow- up subgrant amounts based upon requests from each Grantee and fund availability,so long as Grantee has remained in compliance with the LTRF Grantee Contract.The LTRF Grantee Contract Form is attached as Appendix A and existing Grantees are listed in the attached Appendix B. Additional Grantees may be added so long as they comply with the terms as detailed in Appendix A. UBF shall maintain a separate account for all funds associated with the LTRF,make best efforts to distribute subgrants within two business days of request by Grantee,report to DHS on the status of the account on a monthly basis or as otherwise requested by Grantor,adhere to GAAP,and conform to all applicable laws and regulations. UBF shall enter into contracts with all LTRF Grantees to ensure that funds are disbursed for the purposes of the LTRF. Disbursement information(including name of LTRF Grantee, subgrant amount,and date of subgrant disbursement)shall be entered by UBF into a database shared by all Grantors and all Grantees for transparent accounting and reporting purposes.All funds unused by each Grantee shall be returned to UBF upon request. If UBF has not depleted all LTRF funds upon termination of the LTRF,UBF shall return said funds to Grantor(s)on a pro-rata basis,if funds are commingled from multiple Grantors,within 10 days of termination of the LTRF. Compensation. The compensation paid to UBF for Fiscal Agent Services shall be 1%of funds distributed in subgrants,to cover out-of-pocket expenses incurred for the administration of the LTRF,including bank fees,checks, and postage. After reporting this amount in the shared database as"fee withheld"for each subgrant distributed, UBF shall be permitted to transfer this administrative fee to its regular operating account. Administrative costs including personnel expenses,travel expenses,office space,copier usage,and utilities expended by UBF to administer the LTRF will be accounted for as"in-kind"contributions to the LTRF by UBF. Reporting. UBF will provide data on the funding distributed through the LTRF. Data collected and shared will include,but not be limited to: - List of Grantees,vetting agencies,funded and amount funded,including amount used for overhead expenses - #of families receiving assistance and average amount of assistance - #of landlords participating in program and details on those landlords - Address of residence of renter(including county) - Address of residence of landlord(including county) 10 Pitkin County HHS General Services 11 Pitkin County HHS General Services APPENDIX A TO EXHIBIT A Form Agreement Between UBF and Grantee APPENDIX B TO EXHIBIT A List of Existing Grantees • Aspen Family Connections • Valley Settlement • Family Resource Center of the Roaring Fork School District • Parachute Family Resource • Mountain Family Health Centers EXHIBIT B FEMA ADDENDUM OFFICE OF MANAGEMENT AND BUDGET POST FEDERAL AWARD REQUIREMENTS FOR PROCUREMENT CONTRACTS This is an addendum to the AGREEMENT BETWEEN PITKIN COUNTY, COLORADO (the "County") and UNCLE BOB FOUNDATION ("Contractor"). This Contract is subject to the provisions of 2 C.F.R. § 200 et seq., Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, as well as additional requirements promulgated by the Federal Emergency Management Agency(FEMA). Notwithstanding anything contained in the Contract or this Addendum, Contractor agrees to comply with all applicable provisions of 2 C.F.R. § 200 et seq., as amended. This Addendum is hereby expressly incorporated into the Contract between the County and the Contractor. Regardless of any conflict of provisions language contained in the Contract, to the extent that the terms of the Contract and this Addendum conflict, the terms of this Addendum will control. The applicability of the following contract provisions are described in brackets, below.As applicable,the following provisions are hereby added and incorporated into the above-referenced Contract: Audit Rights 12 Pitkin County HHS General Services Pitkin County and the Comptroller General of the United States, or any of their duly authorized representatives, must have access to any books, documents, papers and records of the contractor which are directly pertinent to a specific program for the purpose of making audits, examinations, excerpts and transcriptions. Contracting with small and minority businesses,women's business enterprises, and labor surplus area firms (2 C.F.R. § 200.321). If subcontracts are to be let, Contractor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. As set forth in 2 C.F.R. § 200.321(b)(1)-(5), such affirmative steps must include: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. Appendix II: Contract Provisions for non-Federal Entity Contracts Under Federal Awards (A) Breach.Any breach of the Contract by Contractor shall be governed by the Termination and Related Remedies provision of the Contract. Additionally, in the event that the County incurs damages as a result of Contractor's breach, the County may pursue recovery of such damages from Contractor. The County further retains the right to seek specific performance of the Contract at any time as authorized by law. The County further retains the right to otherwise pursue any remedies available to the County as a result of the Contractor's breach, including but not limited to administrative, contractual, or legal remedies, as well as any applicable sanctions and penalties. Termination for cause and convenience are governed by the Termination and Related Remedies provision of the Contract. (B) Termination. Termination for cause and convenience are governed by the Termination and Related Remedies provision of the Contract. 13 Pitkin County HHS General Services (C) Equal Employment Opportunity. Contractor agrees to comply with the Equal Opportunity Clause provided under 41 CFR 60-1.4(a) (Government Contracts) and 41 CFR 60-1.4(b) (Federal Assisted Construction Contracts), 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." Contractor further agrees to include this provision, including the Equal Opportunity Clause or a reference thereto, in any subcontracts it enters into pursuant to the Contract. (D) intentionally deleted (E) intentionally deleted (F) intentionally deleted (G) intentionally deleted (H) intentionally deleted (I) intentionally deleted (J) Procurement of recovered materials (2 CFR 200.322). All parties agree to 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. ADDITIONAL FEMA REQUIREMENTS i. Changes: To be effective, any change to the Contract, including the alteration of any method,price, or schedule of work must be authorized pursuant to a written amendment executed by the parties. 14 Pitkin County HHS General Services ii. Access to Records: Contractor and its successors, transferees, assignees, and subcontractors acknowledge and agree to comply with applicable provisions governing Department and FEMA access to records, accounts, information, facilities, and staff. iii. DHS Deal, Logo, and Flags: Contractor shall not use the Department of Homeland Security(DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. iv. Compliance with Federal Law,Regulations, and Executive Orders: FEMA financial assistance will be used to fund the Contract. Contractor shall comply with all applicable Federal law, regulations, executive orders, and FEMA policies,procedures, and directives. v. No Obligation by Federal Government: The United States Federal Government is not a party to the Contract and is not subject to any obligations or liabilities to County, Contractor, or any other party pertaining to any matter resulting from the contract. vi. Program Fraud and False or Fraudulent Statements or Related Acts: Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to Contractor's actions pertaining to the Contract. 15 Pitkin County HHS General Services EXHIBIT C INSURANCE CERTIFICATE (To be submitted electronically to Procurement@PitkinCounty.com within 10 days of execution of this agreement) 16 Pitkin County HHS General Services Docu�i , - SECURED Certificate Of Completion Envelope Id:C4A467EFC6D8464D90B4AD06EAA075AC Status:Completed Subject: Uncle Bob Foundation I Pitkin County Contract 169.20 for Review and Signature Source Envelope: Document Pages: 18 Signatures:5 Envelope Originator: Certificate Pages:5 Initials:0 Pitkin County Procurement AutoNav: Enabled 530 East Main Street Envelopeld Stamping: Disabled Suite 203 Time Zone: (UTC-07:00)Mountain Time(US&Canada) Aspen,CO 81611 Procurement@PitkinCounty.com IP Address:24.9.118.68 Record Tracking Status:Original Holder:Pitkin County Procurement Location: DocuSign 9/25/2020 2:28:53 PM Procurement@PitkinCounty.com Signer Events Signature Timestamp Nan Sundeen Sent:9/25/2020 2:31:28 PM Nan.Sundeen@PitkinCounty.com Naln, S Resent: 10/1/2020 4:57:44 PM Director Viewed: 10/3/2020 8:56:49 AM Pitkin County Signed: 10/3/2020 8:59:41 AM Security Level: Email,Account Authentication Signature Adoption: Pre selected Style (None) Using IP Address:24.9.200.58 Electronic Record and Signature Disclosure: Accepted: 10/3/2020 8:56:49 AM ID:644272a7-9f6b-43e5-bacd-aldd73069fbc Company Name:Pitkin County,Colorado Cheryl R.Strouse Sent: 10/3/2020 8:59:44 AM cheryl@garfieldhousing.com CiLt ci' P• Sf ot'st, Viewed: 10/5/2020 10:47:17 AM Interim Executive Director Signed: 10/5/2020 11:39:17 AM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address:50.253.106.249 Electronic Record and Signature Disclosure: Accepted: 10/5/2020 10:47:17 AM ID: 1de42021-d1b3-4fdb-a370-adcc8f1e3548 Company Name:Pitkin County,Colorado Phylis Mattice � Sent: 10/5/2020 11:39:21 AM Phylis.Mattice@PitkinCounty.com P(4S hafU. Resent: 10/6/2020 2:12:28 PM Assistant County Manager Viewed: 10/6/2020 2:16:07 PM Security Level: Email,Account Authentication Signed: 10/6/2020 2:16:53 PM (None) Signature Adoption: Pre-selected Style Using IP Address:65.38.144.66 Electronic Record and Signature Disclosure: Accepted: 10/6/2020 2:16:07 PM ID:c1582eb8-51a5-40a3-a23c-788f91f6a97d Company Name:Pitkin County,Colorado In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Pitkin County Procurement COPIED Sent: 10/6/2020 2:16:56 PM procurement@pitkincounty.com Resent: 10/6/2020 2:17:01 PM Procurement Viewed: 11/5/2020 3:04:00 PM Pitkin County Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Accounts Payable COPIED Sent: 10/6/2020 2:16:57 PM AP@pitkincounty.com Accounts Payable Pitkin County Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/25/2020 2:31:28 PM Certified Delivered Security Checked 10/6/2020 2:16:07 PM Signing Complete Security Checked 10/6/2020 2:16:53 PM Completed Security Checked 10/6/2020 2:16:57 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:3/20/2020 3:28:13 PM Parties agreed to:Nan Sundeen,Cheryl R.Strouse,Phylis Mattice ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County(we, us or Pitkin County)may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically when we send you documents for electronic signature. Acknowledging your Access, Intent, and Consent to Receive and Sign Materials Electronically To confirm that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you,please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receive notices and disclosures exclusively in electronic format on the terms and conditions described above,please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided. • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree'button at the bottom of this document. When you don't have a DocuSign account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions,please confirm your agreement by clicking the 'I agree'button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper or electronic copies of any such documents from our office to you, you may be charged a per-page fee. You may request delivery of such paper or electronic copies from us by following the procedure described below. Withdrawing your consent If you are an authorized DocuSign Account holder, you can decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. Described below is the process for informing us of your decision to receive future notices and disclosure in paper format and also how to withdraw your consent to receive notices and disclosures electronically. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process,please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to Helpdesk@provelocity.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at Helpdesk@provelocity.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper or electronic copies from Pitkin County To request delivery from us of paper or electronic copies of the notices and disclosures previously provided by us to you electronically, you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. To withdraw your consent with Pitkin County To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you must state your e-mail, full name, Postal Address, telephone number, and account number.