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HomeMy WebLinkAboutC10-023 Housing Authority Section 8 Contract AmendmentCONTRACT AMENDMENT Amendment #1 Original Contract CMS # 00073 Encumbrance # HOSE8010 Amendment CMS # 1) PARTIES This Amendment to the above-referenced Original Contract (hereinafter called the Contract) is entered into by and between Eagle County Housing Authority (hereinafter called "Contractor"), and the STATE OF COLORADO (hereinafter called the "State") acting by and through the Department of Local Affairs, Division of Housing, (hereinafter called the "CDOH") 2) EFFECTIVE DATE AND ENFORCEABILITY This Amendment shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse Contractor for any performance hereunder including, but not limited to, costs or expenses incurred, or be bound by any provision hereof prior to the Effective Date. 3) FACTUAL RECITALS The Parties entered into the Contract for/to administer the Section 8 Housing Choice Voucher program. 4) CONSIDERATION-COLORADO SPECIAL PROVISIONS The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Amendment. The Parties agree to replacing the Colorado Special Provisions with the most recent version (if such have been updated since the Contract and any modification thereto were effective) as part consideration for this Amendment. If applicable, such Special Provisions are attached hereto and incorporated by reference herein as Exhibit 1. 5) LIMITS OF EFFECT This Amendment is incorporated by reference into the Contract, and the Contract and all prior amendments thereto, if any, remain in full force and effect except as specifically modified herein. 6) MODIFICATIONS. The Amendment and all prior amendments thereto, if any, are modified as follows: a. NOTICE and REPRESENTATIVES §18, of contract, Notice and Representatives, is modified to, Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the a-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. ', Page 1 of 3 ii Effective Date: 6/9/09 HCV: Eagle County Housing Authority / H10SE8010 Phase I Waiver #:205 Catalog of Federal Domestic Assistance (CFDA) #: See Project Budeet in Exhibit B Contract Routing # NAA Encumbrance # H10SE8010 Account Code(s): STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS HOUSING CHOICE VOUCHER CONTRACT with Eagle County Housing Authority TABLE OF CONTENTS l .PARTIES .......................................................................................................................................................................................2 2. EFFECTIVE DATE AND NOTICE OF NONLIABII.ITY ......................................................................................................2 3. RECITALS ....................................................................................................................................................................................2 4. DEFINITIONS ..............................................................................................................................................................................2 5. TERM and EARLY TERMINATION ........................................................................................................................................3 6. STATEMENT of PROJECT ........................................................................................................................................................3 7. MATCHING FUNDS ...................................................................................................................................................................3 8. CONTRACTOR FINANCIAL MANAGEMENT .....................................................................................................................3 9. PAYMENTS TO CONTRACTOR .............................................................................................................................................3 10. REPORTING AND NOTIFICATION ......................................................................................................................................4 1 l .CONTRACTOR RECORDS .....................................................................................................................................................5 12. CONFIDENTIAL INFORMATION-STATE RECORDS ......................................................................................................5 13. CONFLICT OF INTEREST ......................................................................................................................................................6 14. REPRESENTATIONS AND WARRANTIES .........................................................................................................................7 15. INSURANCE ..............................................................................................................................................................................7 16. DEFAULT-BREACH ................................................................................................................................................................9 17. REMEDIES .................................................................................................................................................................................9 18. NOTICES and REPRESENTATIVES ....................................................................................................................................1 l l9. GOVERNMENTAL LMMUNITY ..........................................................................................................................................1 1 20. LEGAL RESIDENT .................................................................................................................................................................1 1 2l .SOLE SOURCE GOVERNMENT CONTRACTS, AS DEFINED IN COLORADO CONSTITUTION ARTICLE XX VIII ............................................................................................................................................................................................. 12 22. GENERAL PROVISIONS .......................................................................................................................................................12 23. COLORADO SPECIAL PROVISIONS .................................................................................................................................15 24. SIGNATURE PAGE ................................................................................................................................................................17 EXHIBIT A -APPLICABLE LAWS .............................................................................................................................................1 EXHIBIT B -STATEMENT OF PROJECT (SOP) ......................................................................................................................I EXHIBIT C -RENT & INCOME LIMIT ...................................................................................................................................... l FORM l -PROJECT PERFORMANCE PLAN ...........................................................................................................................1 FORM 2 -AFFIDAVIT OF LEGAL RESIDENCY .....................................................................................................................1 Page I of 17 Form Revised: 01/2009 J.Termination Date Termination Date means the date this Contract terminates as described in §5(A) below. K. Work Product Work Product means software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts, prepared by Contractor in completing the Project and in performance of Contractor's other obligations hereunder. 5. TERM and EARLY TERMINATION A. Initial Term-Work Commencement The term of this Contract shall commence on the later of the Effective Date or July I , 2009, and terminate on June 30, 2010, unless terminated earlier as provided below. Contractor's obligations under this Contract shall be undertaken and performed in the sequence and manner set forth in Exhibit B. Performance of this Contract shall commence as soon as practicable after the Effective Date. B. Department's Option to Extend The Department, in its sole discretion and upon written notice to Contractor, may unilaterally extend the term of this Contract for a period of up to three months under the same provisions as the original contract if the Parties are negotiating a replacement contract (and not merely seeking a term extension) at or near the end of any initial term or an extension thereof. This extension shall terminate at the earlier of either the end of the three month period or when a replacement contract is signed by the Parties and approved by the State Controller or authorized designee. Any other extension of the term of this Contract requires an amendment made in accordance with the Modification subsection of the General Provisions below. C. Early Termination This Contract is subject to early termination in accordance with the general remedies provisions of §17 below and as specifically otherwise provided for herein. 6. STATEMENT of PROJECT Contractor shall complete the Project and perform its other obligations as described herein and in Exhibit B. Contractor shall prosecute its obligations hereunder and in Exhibit B with due diligence to completion. The Department, in its sole discretion, but in accordance with limitations imposed by the Office of the State Controller, may change budgetary lines in the Project Budget section of Exhibit B. The Department shall send notice of such changes within 60 days in accordance with §18 below. 7. MATCHING FUNDS This Matching Funds section [check ones ^ applies to, or does not apply ®to this Contract. If applicable: A. Amount Contractor shall provide matching funds as provided in Exhibit B. Contractor shall raise the full amount of matching funds during the term of this Contract and shall report to the Department regarding the status of such funds as required in Exhibit B. B. Breach Contractor's failure to raise matching funds, to keep records, and/or to report may affect its continued participation in the Program under which this Contract operates. In addition, the Department may terminate this Contract under the Termination for Cause subsection of §17 below, if the Department has reasonable evidence that Contractor will be unable to raise such matching funds during the term hereof. 8. CONTRACTOR FINANCIAL MANAGEMENT Contractor shall maintain properly segregated accounts of Program funds, matching funds, and other funds associated with the Project and make those records available to the Department on request. All receipts and expenditures associated with the Project shall be documented in a detailed and specific manner, in accordance with the Project Budget set forth in Exhibit B. 9. PAYMENTS TO CONTRACTOR Contractor shall be paid in the following amounts and manners, subject to return of any unexpended Program Funds A. Maximum Amount Page 3 of 17 Reports and analyses required under this section shall be made in accordance with procedures and in such form as prescribed by the Department. A. Performance, Progress, Personnel, and Funds Contractor shall comply with all reporting requirements set forth in Exhibit B. B. Litigation Within l0 days after being served with any pleading related to this Contract or the Project, in a legal action filed with a court or administrative agency, Contractor shall notify the Department of such action and deliver copies of such pleadings to the Department's principal representative in accordance with §18 below. If a Department principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of the Department. C. Noncompliance Contractor's failure to provide reports and notify the Department in a timely manner in accordance with this section may result in the delay of payment of funds and/or termination under §17 below. 11. CONTRACTOR RECORDS Contractor shall make, keep, maintain and allow inspection and monitoring of the following records: A. Maintenance Contractor shall maintain a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Project or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Contractor shall maintain such records (the Record Retention Period) until the last to occur of the following: i. a period of five years after the date this Contract is completed or terminated, or il. final payment is made hereunder, whichever is later, or iii. for such further period as may be necessary to resolve any pending matters, or iv. if an audit is occurring, or Contractor has received notice that an audit is pending, then until such audit has been completed and its findings have been resolved B. Inspection Contractor shall permit the State, the federal government or any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Contractor's records related to this Contract during the Records Retention Period to assure compliance with the terms hereof or to evaluate Contractor's performance. The Department reserves the right to inspect the Project at all reasonable times and places during the term of this Contract, including any extension. The provisions §14(E), §16, and/or §17 below shall apply if project performance does not conform to Contract requirements. C. Monitoring Contractor also shall permit the State, the federal government or any other duly authorized agent of a governmental agency, in the sole discretion of such governmental agency, to monitor all activities conducted by Contractor pursuant to this Contract, using any reasonable procedure, at the discretion of such governmental agency, including, but not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checking, and formal audit examinations. All such monitoring shall be performed in a manner which will not unduly interfere with Contractor's performance hereunder. D. Final Audit Report If an audit is performed on Contractor's records for any fiscal year covering a portion of the term of this Contract, Contractor shall submit one copy of the final audit report to the Department's principal representative at the address specified in §18 below. 12. CONFIDENTIAL INFORMATION-STATE RECORDS Contractor acknowledges that it may become privy to confidential information in connection with its performance hereunder, including but not limited to State records, personnel records, and information concerning individuals ("Confidential Information"). The following applies if Contractor receives confidential information: Page 5 of l 7 A. Confidentiality Contractor shall keep all Confidential Information confidential at all times and comply with all laws and regulations concerning confidentiality of information to the same extent applicable to the Department. Any request or demand for information in the possession of Contractor made by a third party shall be forwarded immediately to the Department's principal representative for resolution. B. Notification Contractor shall notify each of its agents, employees, sub-contractors, and assigns (each a "Related Party") who may come into contact with Confidential Information that such party is subject to the confidentiality requirements set forth herein, and shall provide each Related Party with a written explanation of such requirements before permitting such party to access any information of the Department. C. Use, Security, and Retention Confidential Information of any kind shall not be distributed or sold to any third party or used by Contractor or a Related Party in any ~vay, except as authorized by this Contract and as approved by the Department. Contractor shall provide and maintain a secure environment that ensures confidentiality of all State records and other Confidential Information wherever located. Confidential Information shall not be retained in any tiles or otherwise by Contractor or a Related Party, except as set forth in this Contract and approved by the Department. D. Disclosure-Liability Disclosure of State records or other Confidential Information by Contractor or a Related Party for any reason may be cause for legal action against Contractor or such Related Party by the State or third parties and defense of any such action shall be Contractor's sole responsibility. E. Health Insurance Portability & Accountability Act of 1996 ("HIPAA") This HIPAA section [check one] ^ applies to or does not apply ®to this Contract. Federal law and regulations governing the privacy of certain health information requires a "Business Associate Contract" between the Department and Contractor [45 C.F.R. §164.504(e)]. Attached and incorporated herein by reference and agreed to by the Parties is a HIPAA Business Associate Addendum for HIPAA compliance. Terms of the Addendum shall be considered binding upon execution of this Contract and shall remain in effect during the term of this Contract, including any extension. 13. CONFLICT OF INTEREST A. Definition and Appearance Contractor shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of Contractor's obligations hereunder. Contractor acknowledges that with respect to this Contract, even the appearance of a conflict of interest is harmful to the Department's interests. Absent the Department's prior written approval, Contractor shall refrain from any practices, activities or relationships which reasonably appear to be in conflict with the full performance of Contractor's obligations to the Department hereunder. Contractor shall comply with the provisions of CRS §18-8-308 and §24-18-101-109. B. Specific Prohibitions Contractor's and sub-contractor's respective officers, employees, or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from Contractor's potential sub-contractors, or parties to sub-contracts. Contractor's employees, officers, agents or any permitted sub-contractors shall not participate in the selection, award, or administration of this Contract or any sub-contract, if an actual or apparent conflict of interest would occur. Such a conflict would arise when any of the following has a financial or other interest in the firm selected for award: i. an employee, officer, agent or board member; ii. any member of the employee's immediate family; iii. an employee's partner; or iv. an organization, which employs, or is about to employ, any of the aforementioned. C. Determination by Department -Default Page 6 of 17 If Contractor is uncertain as to the existence of a conflict of interest, Contractor shall submit to the Department a disclosure statement setting forth the relevant details for the Department's consideration. Failure to promptly submit a disclosure statement or to follow the Department's direction in regard to the apparent conflict shall be considered a material default of this Contract and grounds for termination under the Termination for Cause subsection of §17 below. D. Code of Performance Contractor, and sub-contractors, if any, shall maintain a written code of standards governing the performance of their respective employees, agents, and contractors engaged in the award and administration of this Contract, or sub-contract, if any. Contractor shall provide a copy of such code to the Department within 10 days of the Department's written request therefore. 14. REPRESENTATIONS AND WARRANTIES The Parties make the following specific representations and warranties to each other, upon which each is relying in entering into this Contract. A. Standard and Manner Of Performance Contractor shall perform its obligations hereunder, including in accordance with the highest professional standard of care, skill and diligence. Contractor shall perform its obligations hereunder in the sequence and manner set forth in Exhibit B. B. Inspection and Verification The Department reserves the right to inspect and monitor Contractor's performance hereunder at all reasonable times and places to verify that they conform to the requirements of Exhibit B. The provisions ~14(E), §16, and/or §17 below shall apply if Contractor's performance does not conform to Contract requirements. C. Legal Authority-Contractor and Contractor$ Signatory Contractor warrants that it possesses the legal authority to enter into this Contract and has taken all actions required by its procedures, by-laws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract and to bind Contractor to its terms. The person signing and executing this Contract on behalf of Contractor hereby represents and warrants and guarantees that they have full authorization to do so. If requested by the Department, Contractor shall provide the Department the basis for Contractor's authority to enter into this Contract within 15 days of receiving such request. D. Licenses, Permits, Etc Contractor represents and warrants that as of the Effective Date it has, and that at all times during the term hereof it will have, at its sole expense, all licenses, certifications, approval, insurance, permits, and other authorization required by law to perform its obligations hereunder. Additionally, all employees of Contractor performing services under this Contract shall hold the required licenses or certifications, if any, to perform their duties, Contractor, if a foreign corporation or other entity transacting business in the State of Colorado, further certifies that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for Contractor to properly perform this Contract, shall be deemed to be a default by Contractor and grounds for termination under Contract §17(A) below. E. Breach If the Contractor breaches any of its representations or warranties, the Department may require Contractor to promptly perform its obligations again in conformity with Contract requirements, at no additional cost to the Department. If such breaches cannot be, or are not cured, the Department may, in addition to any other remedies provided for in this Contract, require Contractor to take necessary action to ensure that future performance conforms to the provisions of this Contract; and equitably reduce the payment due to Contractor to reflect the reduced value of the Project. Any reduction, delay or denial of payment under this provision shall not constitute a breach of Contract or default by the Department. 15. INSURANCE Page 7 of 17 Contractor and its sub-contractors shall obtain and maintain insurance as specified in this section at all times during the term of this Contract: All policies evidencing the insurance coverages required hereunder shall be issued by insurance companies satisfactory to Contractor and the State. A. Contractor i. Public Entities If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended (the Governmental Immunity Act"), then Contractor shall maintain at all times during the term of this Contract such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under such Act. Contractor shall show proof of such insurance satisfactory to the Department, if requested by the Department. Contractor shall require each contract with asub-contractor which is a public entity, providing Goods or Services in connection with this Contract, to include the insurance requirements necessary to meet sub- contractors liabilities under the Act. ii. Non-Public Entities If Contractor is not a "public entity" within the meaning of the Governmental Immunity Act, Contractor shall obtain and maintain during the term of this Contract insurance coverage and policies meeting the same requirements set forth in subsection B of this section with respect to sub- contractors which are not "public entities". B. Sub-contractors Contractor shall require each contract with asub-contractor, other than those that are public entities, providing Goods or Services in connection with this Contract to include insurance requirements substantially similar to the following: i. Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all of sub-contractor employees acting within the course and scope of their employment. ii. General Liability Commercial General Liability Insurance written on ISO occurrence form CG 00 O1 10/93 or equivalent, 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 fire. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, sub-contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to Contractor a certificate or other document satisfactory to Contractor showing compliance with this provision. 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. Additional Insured Contractor and the State shall be named as additional insured on the Commercial General Liability and Automobile Liability Insurance policies (leases and construction contracts require additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent). v. Primacy of Coverage Coverage required of the sub-contractor shall be primary over any insurance or self-insurance program carried by Contractor or the State. vi. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal without at least 45 days prior notice to the Contractor and the State by certified mail. Page 8 of 17 vii. Subrogation Waiver All insurance policies in any way related to the Contract and secured and maintained by Contractor's sub-contractors as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against Contractor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. C. Certificates Each of Contractor's sub-contractors shall provide certificates showing insurance coverage required hereunder to Contractor within seven business days of the Effective Date, but in no event later than the commencement of the Services or delivery of the Goods under the sub-contract. No later than 15 days prior to the expiration date of any such coverage, each sub-contractor shall deliver to Contractor certificates of insurance evidencing renewals thereof upon request by the Department or at any other time during the term of asub-contract, Contractor may request in writing, and the sub-contractor shall thereupon within 10 days supply to Contractor, evidence satisfactory to Contractor and the Department of compliance with the provisions of this section. 16. DEFAULT-BREACH A. Defined In addition to any breaches or defaults specified in other sections of this Contract, including, but not limited to the Colorado Special Provisions below, the failure of either Party to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner, constitutes a default or breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar legislation, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 20 days after the institution or occurrence thereof; shall also constitute a default. B. Notice and Cure Period In the event of a default or breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in §18 below. If such default or breach is not cured within 30 days of receipt of written notice or, if a cure cannot be completed within 30 days, cure of the default or breach has not begun within said period and pursued with due diligence, the aggrieved Party may terminate this Contract by providing written notice thereof, as provided for in §18 below, specifying the effective date of the termination. Notwithstanding anything to the contrary herein, the Department, in its sole discretion, need not provide advance notice or a cure period and may immediately terminate this Contract in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. 17. REMEDIES If Contractor is in default or breach under any provision of this Contract, the Department shall have all of the remedies listed in this section in addition to all other remedies set forth in other sections of this Contract. The Department may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively. A. Termination for Cause and/or Default If Contractor fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion in accordance with the provisions of this Contract and in a timely manner, the Department may notify Contractor of such non-performance in accordance with the §16 above and §18 below. If Contractor thereafter fails to promptly cure such non-performance within the cure period, the Department, at its option, may terminate this entire Contract or such part of this Contract as to which there has been delay or a failure to properly perform. Exercise by the Department of this right shall not be deemed a breach of its obligations hereunder. Contractor shall continue performance of this Contract to the extent not terminated, if any. i. Obligations and Rights To the extent specified in the termination notice, Contractor shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall also terminate outstanding orders and sub-contracts with third parties. However, Contractor shall complete and deliver to the Department all Services and Goods not cancelled by the termination notice and may Page 9 of 17 incur obligations as are necessary to do so within the Contract terms. At the sole discretion of the Department, Contractor shall assign to the Department all of Contractor's right, title, and interest under such terminated orders or sub-contracts. Upon termination, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the possession of Contractor in which the Department has an interest. All materials owned by the Department in the possession of Contractor shall be immediately returned to the Department. All Work Product, at the option of the Department, shall be delivered by Contractor to the Department and shall become the Department's property. ii. Payments The Department shall pay Contractor only for accepted performance received up to the date of termination. If, after termination by the Department, it is determined that Contractor was not in default or that Contractor'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 the same as if this Contract had been terminated in the public interesC, as described in §17(B) below. iii. Damages and Withholding Notwithstanding any other remedial action by the Department, Contractor also shall remain liable to the Department for any damages sustained by the Department by virtue of any default under this section by Contractor and the Department may withhold any payment to Contractor for the purpose of mitigating the Department's damages, until such time as the exact amount of damages due to the Department from Contractor is determined. Further, the Department may withhold amounts due to Contractor as the Department deems necessary to protect the Department against loss because of outstanding liens or claims of former lien holders and to reimburse the Department for the excess costs incurred in procuring similar goods or services. Contractor shall be liable for excess costs incurred by the Department in procuring from third parties replacement Services or substitute Goods as cover. B. Early Termination for the Public Interest The Department is entering into this Contract for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, and Courts. If this Contract ceases to further the public policy of the State, the Department, in its sole discretion, may terminate this Contract in whole or in part. Exercise by the Department of this right shall not be deemed a breach of the Department's obligations hereunder. This subsection shall not apply to a termination of this Contract by the Department for cause or default by Contractor, which shall be governed by §17(A) above. i. Method and Content The Department shall notify Contractor of the termination in accordance with §16 above and §18 below, specifying the effective date of the termination and whether it affects all or a portion of this Contract. ii. Obligations and Rights Upon receipt of a termination notice, Contractor shall be subject to and comply with §17(A)(i) above. iii. Payments If this Contract is terminated by the Department in furtherance of the public interest of the State of Colorado, Contractor shall be paid for satisfactory performance up to the date of termination less payments previously made. C. Remedies Not Involving Termination The Department, its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to the Department: i. Suspend Performance Suspend Contractor's performance with respect to all or any portion of this Contract pending necessary corrective action as specified by the Department without entitling Contractor to an adjustment in price/cost or performance schedule. Contractor shall promptly cease performance and incurring costs in accordance with the Department's directive and the Department shall not be liable for costs incurred by Contractor after the suspension of performance under this provision. Page 10 of l7 ii. Withhold Payment Withhold payment to Contractor until corrections in services are satisfactorily completed and /or acceptable goods are provided. iii. Deny Payment Deny payment for those Services not performed and/or Goods not provided and which due to circumstances caused by the Contractor cannot be performed or provided or, if performed or provided, would be of no value to the Department; provided, that any denial of payment must be reasonably related to the value of work, performance or Goods lost to the Department. iv. Removal Demand removal of any of Contractor's employees, agents, or sub-contractors whom the Department deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Contract is deemed to be contrary to the public interest or not in the Department's best interest. Replacement of any key personnel hereunder shall be done in accordance with the relevant provisions of Exhibit B. 18. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below. In addition to, but not in lieu of a hard- copy notice, notice also may be sent by e-mail to the a-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. A. Department: B. Contractor. Teresa Duran Division of Housing Colorado Department of Local Affairs 1313 Sherman Street, Room 518 Denver, CO 80203 Email: Teresa.Duran@state.co.us Alex Potente Eagle County Housing Authority P.O. 850 Eagle, CO 81631 Email: housing@eaglecounty.us 19. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of the Governmental Immunity Act and the risk management statutes, CRS §24-30-1501, et seq., as amended. 20. LEGAL RESIDENT This legal resident section [check one J ®applies to, or does not apply ^ to this Contract. Contractor must confirm that any individual natural person eighteen years of age or older is lawfully present in the United States pursuant to CRS §24-76.5-101 et seq. when such individual applies for public benefits provided under this Contract by requiring the following: A. Identification: The applicant shall produce one of the following personal identifications: i. A valid Colorado driver's license or a Colorado identification card, issued pursuant to article 2 of title 42, C.R.S.; or Page 1 l of 17 i1. A United States military card or a military dependent's identification card; or iii. A United States Coast Guard Merchant Mariner card; or iv. A Native American tribal document. B. Affidavit The applicant shall execute an affidavit herein attached as Form 2, Affidavit of Legal Residency, stating: i. That they are United States citizen or legal permanent resident; or ii. That they are otherwise lawfully present in the United States pursuant to federal law. 21. SOLE SOURCE GOVERNMENT CONTRACTS, AS DEFINED IN COLORADO CONSTITUTION ARTICLE XXVIII. [This provision applies only to sole source government contracts aitd does not apply to contract between governmental entities or any contract which used a public and competitive bidding process in which the State agency or institution of higher education solicited at least three bids prior to awarding the contract J. Contractor certifies, warrants, and agrees that it has complied and will comply with Colorado Constitution Article XXVIII, including but not necessarily limited to the following prohibitions and obligations: A. If during the term of the contract, contractor holds sole source government contracts with the State of Colorado and any of its political subdivisions cumulatively totaling more than $100,000 in a calendar year, then for the duration of this contract and for two years after, contractor will not make, cause to be made, or induce by any means a contribution, directly or indirectly, on behalf of contractor or contractor's immediate family member(s) for the benefit of any political party or for the benefit of any candidate any elected office of the State or any of its political subdivisions; and B. Contractor represents that contractor has not previously made or caused to be made, and will not in the future make or cause to be made, any contribution intended to promote or influence the result of a ballot issue election related to the subject matter of this contract; and C. Contractor will satisfy contractor's obligations to promptly report to the Colorado Department of Personnel & Administration information included in the Government Contract Summary and the Contract Holder Information, regarding this contract and any other sole source government contracts to which contractor is a party; and D. Contractor understands that any breach of this section or of Contractor's responsibilities under Colorado Constitution Article XXVIII may result in either contractual or constitutionally mandated penalties and remedies; and E. A Contractor that intentionally violates Colorado Constitution Article XXVIII, Section IS or 17(2), shall be ineligible to hold any sole source government contract, or public employment with the state or any of its political subdivisions for three years; and F. By execution of this contract, Contractor hereby confirms it is qualified and eligible under such provisions to enter into this contract. For purposes of this clause, the term "contractor" shall include persons that control ten percent or more shares or interest in contractor, as well as contractor's officers, directors, and trustees. The term "immediate family member" shall include a spouse, child, spouse's child, son-in-law, daughter-in-law, parent, sibling, grandparent, grandchild, stepbrother, stepsister, stepparent, parent-in-law, brother-in-law, sister-in-law, aunt, niece, nephew, guardian, or domestic partner. 22. GENERAL PROVISIONS A. Assignment Except as otherwise specifically provided in Exhibit B, Contractor's rights and obligations hereunder are personal and may not be transferred, assigned or subcontracted, without the prior, written consent of the State. Any attempt at assignment, transfer, subcontracting without such consent shall be void. All assignments, subcontracts/subcontractors approved by Contractor or the State shall be subject to the provisions hereof. Contractor shall be solely responsible for all aspects of subcontracting arrangements and performance. B. Binding Effect Page 12 of 17 Unless otherwise provided herein, all provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns. C. Captions 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. D. Counterparts This Agreement may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous addition, deletion, or other amendment hereto shall not have any force or affect whatsoever, unless embodied herein. F. Federal Funding-List of Selected Applicable Laws Contractor at all times during the performance of this Contract shall comply with all applicable Federal and State laws and their implementing regulations, currently in existence and as hereafter amended, including without limitation those set forth on Exhibit A, Applicable Laws, attached hereto, which laws and regulations are incorporated herein and made part hereof. Contractor also shall require compliance with such laws and regulations by sub-contractors under sub-contracts permitted by this Contract. G. Indemnification i. Intergovernmental Contracts If this is an intergovernmental Contract, the provisions hereof shall not be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended. ii. Non-Intergovernmental Contracts Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors, or assignees pursuant to the terms of this Contract. H. Jurisdiction and Venue All suits, actions, or proceedings related to this Agreement shall be held in the State of Colorado and the Parties herby agree that venue shall be proper in the City and County of Denver. I. Modification i. By the Parties Except as specifically provided in this Agreement, modifications of this Agreement shall not be effective unless agreed to in writing by both parties in an amendment to this Agreement, properly executed and approved in accordance with Colorado State law and State Fiscal Rules. ii. By Operation of Law This Agreement is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Agreement on the effective date of such change, as if fully set forth herein. J.Order of Precedence The provisions of this Agreement shall govern the relationship of the State and Contractor. In the event of cont7icts or inconsistencies between this Agreement and its exhibits and attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. §23, Colorado Special Provisions ii. §§I-22 of this Contract iii. Exhibit A, Applicable Laws Page l3 of l7 iv. Exhibit B, Statement of Project, K. Severability Provided this Agreement can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof. L. Survival of Certain Agreement Terms Notwithstanding anything herein to the contrary, provisions of this Agreement requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Contractor fails to perform or comply as required. M. Third Party Beneficiaries Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party. 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. N. Waiver Waiver of any breach of a term, provision, or requirement of this Agreement or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 14 of 17 23. COLORADO SPECIAL PROVISIONS The Special Provisions apply to all Contracts except where noted in italics. A. 1. CONTROLLER'S APPROVAL. CRS §24-30-202 (I). This contract shall not be valid until it has been approved by the Colorado State Controller or designee. B. 2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. 3. GOVERNMENTAL IMMUNITY. 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, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§ 1346(b) and 2671 et seq., as applicable now or hereafter amended. D. 4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor 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 Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents. E. 5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. 6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this contract, to the extent capable of execution. G. 7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void. H. 8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this contract, including, without limitation, immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. Page l5 of l7 I. 9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24- 50-507. 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 contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. J. 10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental agreements) Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21- 101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action K. 11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services) Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to erform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor (a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §5-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. L. 12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5- l01 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract. Revised 1! U09 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 16 of 17 24. SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and acknowledge that the State is retying on their representations to that effect. CONTRACTOR Eagle County Housing Authority Name of Authorized Individual Title:~c?silliVPrlirrrtnr (~»LI'Y~JS~/P~rG/'' Official Titie of Authorized Individual *S' nature ____ Date: ~ ~~ ~ STATE OF COLORADO Bill Ritter, Jr., GOVERNOR DEPARTMENT OF LOCAL AFFAIRS DY= Susan E. Kirkp ick, Executive Director CONTRACT REVIEWER sy:_ ALL CONTRACTS REQUIRE APPROVAL by the STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract 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 Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER Da id J. Mc ermott, BY~ 1.-lR e M rie Auten, Controller Delegate Date• fl9 Page 17 of 17 HCV: Eagle County Housing Authority / H10SE8010 EXHIBIT A -APPLICABLE LAWS Federal laws and regulations incorporated into this contract include, without limitation: 1. Age Discrimination Act of 1975, 42 U.S.C. Sections 6101, et seq. 2. Age Discrimination in Employment Act of 1967, 29 U.S.C. 621-634 3. Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. 12101, et seq. 4. Equal Pay Act of 1963, 29 U.S.C. 206(d) 5. Immigration Reform and Control Act of 1986, 8 U.S.C. 1324b 6. Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794 7. Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000d 8. Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000e 9. Title IX of the Education Amendment of 1972, 20 U.S.C. 1681, et seq. 10. C.R.S. §24-32-701, et seq., Colorado Housing Act of 1970 11. The applicable of the following: 11.1. Cost Principals for State, Local and Indian Tribal Governments, 2 C.F.R. 225, (OMB Circular A-87); 11.2. Cost Principals for Education Institutions, 2 C.F.R. 220, (OMB Circular A 21); 11.3. Cost Principals for Non-Profit Organizations, 2 C.F.R. 230, (OMB Circular A-122), and 11.4. Audits of States, Local Governments, and Non-Profit Organizations (OMB Circular A-133); and/or the Colorado Local Government Audit Law, 29-I-601, et seq, C.R.S., and State implementing rules and regulations. 12. Fair Housing Act of 1968, 42 U.S.C. 3601, et seq. 13. Lead-Based Pain Poisoning Prevention Act -Title IV, 42 U.S.C. 4821. 14. The Public Health and Welfare, 42 USC 8013. 15. General HUD Program Requirements, 24 CFR Part 5 16. Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A. 17. Supportive Housing For Persons With Disabilities, 24 CFR Part 891, subparts A, C, D 18. Housing Choice Voucher Program, 24 CFR Part 982 19. Section 8 and Public Housing Family Self-Sufficiency Program, 24 CFR Part 984 20. Section 8 Management Assessment Program, 24 CFR Part 985 Page 1 of I - Exhibit A -Applicable Laws HCV:Eagle County Housing Authority / H10SE8010 EXHIBIT B -STATEMENT OF PROJECT (SOP) HOUSING CHOICE VOUCHER PROGRAM 1. GENERAL DESCRIPTION OF THE PROJECT 1.1. Project Description. Eagle County Housing Authority shall serve as a Contractor for the State in the administration of the Housing Choice Voucher Program. Services provided by Contractor shall include, but are not limited to the following: program marketing, waiting list maintenance, qualifying eligible families, briefing families on program requirements, housing inspections, negotiating rents with property owners, annual certifications, conducting informal reviews/hearings, administration of portable vouchers, family self-sufficiency and homeownership programs. 1.2. Responsibilities. Contractor shall be responsible for the completion of the Project and to provide required documentation to CDOH in a timely manner. In consideration for the services provided, Contractor shall receive administrative fees to be used for ongoing administration of the HCV program. 2. DEFINITIONS 2.1. List specialized terminologies used in the SOP. NONE 2.2. List abbreviations used in the SOP. NONE 3. DELIVERABLES 3.1. Outcome. To provide financial assistance for adequate and safe affordable rental housing, and home ownership, for very low-income households. To improve the program participant's living conditions by maintaining rent payments at an affordable level and promoting freedom of housing choice. 3.2. Service Area. The performance of the services described within this contract shall be located in Eagle County - 11 vouchers. 3.3. Project Performance Plan. The Parties shall comply with the milestones, performance goals and timelines outlined in FORM 1. 4. PERSONNEL 4.1. Responsible Administrator. Contractor's performance hereunder shall be under the direct supervision of Karen Sandblom, an employee or agent of Contractor, who is hereby designated as the responsible administrator of this project. 4.2. Other Key Personnel: NONE. 4.3. Replacement. Contractor shall immediately notify CDOH if any key personnel cease to serve. Provided there is a good-faith reason for the change, if Contractor wishes to replace its key personnel, it shall notify CDOH and seek its approval, which shall be at CDOH's sole discretion, as CDOH issued this Contract in part reliance on Contractor's representations regarding Key Personnel. Such notice shall specify why the change is necessary, who the proposed replacement is, what their qualification are, and when the change will take effect. Anytime key personnel cease to serve, CDOH, in its sole discretion, may direct Contractor to suspend work on the Project until such time as their replacements are approved. All notices sent under this subsection shall be sent in accordance with § 18 of the Contract. 5. PAYMENT Payments shall be made in accordance with the provisions set forth in §9 of this Contract. S.1.Payment Schedule 5.1.1. Monthly Administrative Fee. Contractor shall earn a monthly administrative fee, established by CDOH, for each voucher leased on the first day of the month. When there is a delay in the receipt of paperwork by any of the parties in the lease up, a retroactive fee shall be paid, in the following month, on units that were leased as of the first of the month. For vouchers that are leased after the first day of the month, Contractor shall not earn an administrative fee until the following month. 5.1.2. Portable Voucher Fee. Contractor shall earn fifty percent (50%) of the administrative fee received by CDOH for each incoming portable unit in which CDOH bills another housing authority. Page I of 2 - Exhibit B - Statement of Project 5.1.3. Homeownership Fee. Contractor shall earn cone-time fee of $500.00 for every voucher holder that becomes a participant in the HCV Homeownership Program. 5.1.4. Family Self-Sufficiency (FSS) Coordinator Fee. Contractor shall receive an annual administrative fee established by CDOH, based on the number of families participating in the FSS program. 5.1.5. Disaster Housing Assistance Fee. Contractor shall earn aone-time fee of $500.00 for each new participant in the Disaster HAP Program. The Contractor shall also earn a monthly administrative tee of $83.00 and a monthly case managment fee of $92.00 for each family in the program. 5.2. Remittance Address. If mailed, payments shall be remitted to the following address unless changed in accordance with §18 of the Contract: Eagle County Housing Authority P.O. 850 Ea le, CO 81631 6. ADMINISTRATIVE REQUIREMENTS 6.1. Reporting. Contractor shall provide the following reports to CDOH using the state-provided forms. CDOH may withhold administrative fee payment(s), if such reports are not submitted on or before the due dates, as specified in the annual CDOH calendar. 6.1.1. Housing Assistance Payment (HAP) Report. One copy of the monthly HAP Report shall be submitted within 18 - 20 calendar days of the end of each month. 6.1.2. Family Report (HUD-50058) and Housing Assistance Payment (HAP) Register Report. One copy of the Family Report and the HAP Register shall be submitted within 18 - 20 calendar days of the end of each calendar month for events, such as initial lease ups, annual and interim certifications, the participant's relocation or end of participation in the program. 6.1.3. Lease Status Report and Family Self-Sufficiency (FSS) Escrow Report. One copy of the Lease Status Report and FSS Escrow Report shall be submitted no later than the 4th of each calendar month. 6.2. Monitoring. The Department shall perform on-going monitoring in accordance with its Risk Based Monitoring Policy and §§11(B)-(C) and 14(B) of Contract. 6.3. CDOH Plans. The HCV Program shall be administered in accordance with CDOH's Public Housing Agency Plan, Administrative Plan, Homeownership Plan, and Family Self-Sufficiency Action Plan. 6.4. Local Consolidated Plan. Contractor shall consult its local governmental or departmental Consolidated Plan and develop and implement an action plan to meet the housing needs for low- income persons in their communities. 6.5. Eligible Beneficiaries. Contractor shall insure that all vouchers will be leased by low-income persons; defined as those, whose household income does not exceed 50% of the Area Median Income (AMI). The rent and income limits, in effect as of the execution of this contract, are contained in Exhibit C. 6.6. Income Eligibility Determination. Prior to the initial lease of vouchers, and during annual re- certification, the Contractor shall determine the annual income of the beneficiaries in accordance with 24 CFR Part 5.609. 6.7. Property Standards. All rental units shall be in compliance with HUD Housing Quality Standards for existing housing. 7. PROJEC T BUDGET Administrative Fees 14.871 Homeownershi Fees 14.871 FSS Coordinator Fees 14.871 $7,604.00 Five Year Mainstream Fees 14.181 Disaster HAP Fees 14.DVP Page 2 of 2 - Exhibit B - Statement of Project EXHIBIT C -RENT & INCOME LIMIT Q1 {/) W p ~ m N _ ~ ~ W F, L V ~ z f0 ~ ~ f m ~ C~ y -"+ W r0 X H S ~ W O v N 0 H ~ Gl ~ 01 ~ 0 c ~ N ~ O = U H M H J W f 0 U Z M H H f N J F Z W 0 0 0 v1 o u1 o ul o l0 O O 01 0~ ~D ~ M N I~ ~ ~ Cr 00 N t\ .--~ 111 ~ M ,-i .-+ .--I GO I~ ~D t0 ~ L!'1 ~ 0 0 0 0 0 0 0 0 0 00 O ~ *-~ ~7 I~ O M O L('1 00 ~ ~`'~ 00 ~ O ^ M 01 O~ I~ 01 01 ~ ~ ~'"~ 00 N N ,-t O .--i I~ l0 l0 ll'1 L!1 ~ ~ O O O I.f1 O t11 O t11 O O O ~ N O I~ E N O l0 LI1 N M M N ~'`~ N N 0 0 ~ ll1 O v1 O v1 O N O 1~ 10 ~ Lf1 Lf1 V V .--i .--I 0 0 0 Lll O In O 111 O O O O t\ O N ~+"~ t~ O N M O~ O l0 ~ ~ N I~ ,-I .--i 01 l0 l0 Ll1 to ~ ~ M 0 0 0 0 0 0 0 0 0 N O O Q1 ~p M O ^ ~ Q~ ~O O N Q1 ~O M Q1 t0 M ~ ~' ~ •--i 1~ M 00 ~ O CO O Ill L1'1 d' ~ M M O O O L!1 O l11 O lf1 O GO O O M ~ ~ l!1 111 t0 ~ 01 t0 ~ 1~ 00 41 O ,--~ M 1~ ^ O ~ N 00 L(1 +--I 01 I~ ~ L!1 ~ ~ M M M O O O 111 O 111 O 111 O ~D O O ~' 00 .--I Lfl 00 N .-~ M N O to r-+ ~O .-a n M O~ '"'~ lIl .--i 00 ~ +--i I~ 00 10 ~ ~ ~ M M M N 0 0 0 0 0 0 0 0 0 N O O p1 ~p M O I~ ~ 1~ l0 CO M M M M N N N O ~ 01 ~O M O ^ ~ I~ t0 ~ M M M M N N I11 N tD M 1~ ,--i l0 O Ln M ,-I ,--I 111 M O CO L('1 M O Lfl O L!'1 00 tD Ln M N .--I O I~ M N .--i ~ .-i .-i .--i ,--i .-i +--i .--I M M O GO to M O B O L!'1 l0 t0 L('I M N .--I O t~ I~ N O V M N .1 O p1 l0 N N .--I .--i .--i .--I .--i .--~ I~ ~ O V1 00 ~ M ~O 01 to M ~ ~ l0 t0 I~ ~ ~ n CO M 01 ~ N .--i O 01 00 n Lf) N .-i .-i .-i .-i ,-i GO M O L11 ~ M .--I O 01 I~ ~ N O 111 I~ 01 ~--I M ~ CO Q1 ~D N O ~ GO 00 I~ t0 ~ .-I .-a .--i .--i CO t11 O ct O M t~ .-+ ~D lfl +--I ~ N CO O M l!1 CO O l11 CO ll) .-i 01 Q1 CO I~ tD tD ~' 0 0 0 0 0 0 0 0 0 0 0 0 O O O ul O In O ' Lf1 O O ~ ~ 00 t0 tD l1f L! ) ~ ~ M d 7! Gl 47 Gl G! _d Gl G! G! 01 01 OI 01 G1 01 01 01 Gf 01 f0 10 10 f0 t0 10 fp f0 f0 10 W W W W W W W W W W Z W a d' Z W a M Z 0 W a N Z W a 0 fG 0 m M 0 m N f m m O A w C 3 O U FORM 1 -PROJECT PERFORMANCE PL~~N CONTRACT AMENDMENT Amendment #1 Original Contract CMS # 00073 Encumbrance # HOSE8010 Amendment CMS # 1) PARTIES This Amendment to the above-referenced Original Contract (hereinafter called the Contract) is entered into by and between Eagle County Housing Authority (hereinafter called "Contractor"), and the STATE OF COLORADO (hereinafter called the "State") acting by and through the Department of Local Affairs, Division of Housing, (hereinafter called the "CDOH"). 2) EFFECTIVE DATE AND ENFORCEABILITY This Amendment shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse Contractor for any performance hereunder including, but not limited to, costs or expenses incurred, or be bound by any provision hereof prior to the Effective Date. 3) FACTUAL RECITALS The Parties entered into the Contract for/to administer the Section 8 Housing Choice Voucher program. 4) CONSIDERATION-COLORADO SPECIAL PROVISIONS The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Amendment. The Parties agree to replacing the Colorado Special Provisions with the most recent version (if such have been updated since the Contract and any modification thereto were effective) as part consideration for this Amendment. If applicable, such Special Provisions are attached hereto and incorporated by reference herein as Exhibit 1. 5) LIMITS OF EFFECT This Amendment is incorporated by reference into the Contract, and the Contract and all prior amendments thereto, if any, remain in full force and effect except as specifically modified herein. 6) MODIFICATIONS. The Amendment and all prior amendments thereto, if any, are modified as follows: a. NOTICE and REPRESENTATIVES §18, of contract, Notice and Representatives, is modified to, Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the a-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. Page 1 of 3 Effective Date: 6/9/09 ~fQ"~G~ A. Department: B. Contractor: Patrick Coyle Division of Housing Colorado Department of Local Affairs 1313 Sherman Street, Room 518 Denver, CO 80203 Email: pat.coyle@state.co.us Sara Fisher Eagle County Housing Authority P.O. 850 Eagle, CO 81631 Email: housing~eaglecount~us b. 4. PERSONNEL §4.1 of Exhibit B, Responsible Administrator, is modified to, Contractor's performance hereunder shall be under the direct supervision of Tori Franks, an employee or agent of Contractor, who is hereby designated as the responsible administrator of this project. 7) START DATE This Amendment shall take effect on the later of its Effective Date or December 15, 2009. 8) ORDER OF PRECEDENCE Except for the Special Provisions, in the event of any conflict, inconsistency, variance, or contradiction between the provisions of this Amendment and any of the provisions of the Contract, the provisions of this Amendment shall in all respects supersede, govern, and control. The most recent version of the Special Provisions incorporated into the Contract or any amendment shall always control other provisions in the Contract or any amendments. 9) AVAILABLE FUNDS Financial obligations of the state payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, or otherwise made available. Page 2 of 3 Effective Date: 6/9/09 THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT "Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and acknowledge that the State is relying on their representations to that effect. CONTRACTOR STATE OF COLORADO Eagle County Housing Authority Bill Ritter, Jr. GOVERNOR Department of Local Affairs By: Sara Fisher Title: Chairman, Eagle County Housing Authority By: Susan E. Kirkpatrick, Executive Director nature PRE-APPROVED FORM CONTRACT REVIEWER By: Autumn Gold, Housing Programs Manager ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract 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 Contractor begins performing prior thereto, the State of Colorado is not obli ated to a Contractor for such erformance or for an oods and/or services rovided hereunder. STATE CONTROLLER David J. McDermott, CPA By: Yingtse Cha, Controller Delegate Date: Page 3 of 3 Effective Date: 6/9/09 HCV: Eagle County Housing Authority / HIOSE8010 Phase I Waiver #:205 Catalog of Federal Domestic Assistance (CFDA) #: See Project BudCet in Exhibit B Contract Routing # NAA Encumbrance # H10SE8010 Account Code(s): STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS HOUSING CHOICE VOUCHER CONTRACT with Eagle County Housing Authority TABLE OF CONTENTS 1. PARTIES .......................................................................................................................................................................................2 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY ......................................................................................................2 3. RECITALS ....................................................................................................................................................................................2 4. DEFINITIONS ..............................................................................................................................................................................2 5. TERM and EARLY TERMINATION ........................................................................................................................................3 6. STATEMENT of PROJECT ........................................................................................................................................................3 7. MATCHING FUNDS ...................................................................................................................................................................3 8. CONTRACTOR FINANCIAL MANAGEMENT .....................................................................................................................3 9. PAYMENTS TO CONTRACTOR .............................................................................................................................................3 10. REPORTING AND NOTIFICATION ......................................................................................................................................4 11. CONTRACTOR RECORDS .....................................................................................................................................................5 12. CONFIDENTIAL INFORMATION-STATE RECORDS ......................................................................................................5 13. CONFLICT OF INTEREST ......................................................................................................................................................6 14. REPRESENTATIONS AND WARRANTIES .........................................................................................................................7 15. INS URANCE ..............................................................................................................................................................................7 16. DEFAULT-BREACH ................................................................................................................................................................9 l7. REMEDIES .................................................................................................................................................................................9 18. NOTICES and REPRESENTATIVES ....................................................................................................................................1 1 19. GOVERNMENTAL IMMUNITY ..........................................................................................................................................11 20. LEGAL RESIDENT .................................................................................................................................................................1 1 21. SOLE SOURCE GOVERNMENT CONTRACTS, AS DEFINED IN COLORADO CONSTITUTION ARTICLE XXVIII .............................................................................................................................................................................................12 22. GENERAL PROVISIONS .......................................................................................................................................................12 23. COLORADO SPECIAL PROVISIONS .................................................................................................................................15 24. SIGNATURE PAGE ................................................................................................................................................................17 EXHIBIT A -APPLICABLE LAWS .............................................................................................................................................1 EXHIBIT B -STATEMENT OF PROJECT (SOP) ......................................................................................................................1 EXHIBIT C -RENT & INCOME LIMIT ......................................................................................................................................1 FORM l -PROJECT PERFORMANCE PLAN ...........................................................................................................................1 FORM 2 -AFFIDAVIT OF LEGAL RESIDENCY .....................................................................................................................1 Page 1 of 17 Form Revised: 01/2009 1. PARTIES THIS CONTRACT is entered into by and between Eagle County Housing Authority ("Contractor"), and the STATE OF COLORADO (the "State") acting by and through the Colorado Department of Local Affairs (the "Department") for the benefit of the Colorado Division of Housing ("CDOH"). 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY. This Contract shall not be effective or enforceable until approved and signed by the Colorado State Controller or authorized delegate ("Effective Date"), but shall be effective and enforceable thereafter in accordance with its provisions. The Department shall not be obligated to pay or reimburse Contractor for any performance hereunder, including, but not limited to costs or expenses incurred, or be bound by any provision of this Contract prior to the Effective Date. 3. RECITALS A. Authority, Appropriation, And Approval Authority for this Contract arises from CRS §24-32-705 (1)(i). Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment and the required approval, clearance and coordination have been accomplished from and with appropriate agencies. B. Contractor Contractor is an eligible recipient of Program Funds made available by the Program, as defined bebw, and awarded by this Contract. Contractor is aware of, willing and able to comply with all provisions specific to the Program, as set forth in Exhibit A and to complete the Project, described in Exhibit B. C. Purpose and Department's Role The Department administers funds for the purpose of improving the quality of rental housing for very low income families in the State. 4. DEFINITIONS The following terms as used herein shall be construed, interpreted, and or referenced as follows: A. Effective Date Effective Date means the date this Contract is effective and enforceable in accordance with §2 above. B. Exhibits and Other Attachments Exhibit means the following are attached hereto and incorporated by reference herein: Exhibit A (Applicable Law), Exhibit B (Statement of Work), Exhibit C (Income & Rent Limit), Form 1 (Project Performance Plan), and Form 2 (Affidavit of Legal Residency). C. Goods Goods means any physical item produced or manufactured and acquired by Contractor either separately or in conjunction with the Services rendered hereunder that are required by the provisions hereof. D. Program Funds Program Funds means the funds available for distribution by the Department to Contractor for use in connection with the Project, as set forth in the Recitals and Statement of Project sections hereof. E. Party or Parties Party or Parties means one or both of the Department and Contractor. F. Program Program means the federal Section 8 Housing Choice Voucher (HCV) Program, which provides the funding for this Contract. G. Project Project means the activities described in the Recitals and Exhibit B. H. Project Budget Project Budget means the Project Budget described in Exhibit B. I. Services Services means services performed or tangible material produced or delivered in completing the Project and in performance of Contractor's other obligations hereunder. Page2of17 J.Termination Date Termination Date means the date this Contract terminates as described in §5(A) below. K. Work Product Work Product means software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts, prepared by Contractor in completing the Project and in performance of Contractor's other obligations hereunder. 5. TERM and EARLY TERMINATION A. Initial Term-Work Commencement The term of this Contract shall commence on the later of the Effective Date or July I , 2009, and terminate on June 30, 2010, unless terminated earlier as provided below. Contractor's obligations under this Contract shall be undertaken and performed in the sequence and manner set forth in Exhibit B. Performance of this Contract shall commence as soon as practicable after the Effective Date. B. Department's Option to Extend The Department, in its sole discretion and upon written notice to Contractor, may unilaterally extend the term of this Contract for a period of up to three months under the same provisions as the original contract if the Parties are negotiating a replacement contract (and not merely seeking a term extension) at or near the end of any initial term or an extension thereof. This extension shall terminate at the earlier of either the end of the three month period or when a replacement contract is signed by the Parties and approved by the State Controller or authorized designee. Any other extension of the term of this Contract requires an amendment made in accordance with the Modification subsection of the General Provisions below. C. Early Termination This Contract is subject to early termination in accordance with the general remedies provisions of §17 below and as specifically otherwise provided for herein. 6. STATEMENT of PROJECT Contractor shall complete the Project and perform its other obligations as described herein and in Exhibit B. Contractor shall prosecute its obligations hereunder and in Exhibit B with due diligence to completion. The Department, in its sole discretion, but in accordance with limitations imposed by the Office of the State Controller, may change budgetary lines in the Project Budget section of Exhibit B. The Department shall send notice of such changes within 60 days in accordance with §18 below. 7. MATCHING FUNDS This Matching Funds section [check oneJ ^ applies to, or does not apply ®to this Contract. If applicable: A. Amount Contractor shall provide matching funds as provided in Exhibit B. Contractor shall raise the full amount of matching funds during the term of this Contract and shall report to the Department regarding the status of such funds as required in Exhibit B. B. Breach Contractor's failure to raise matching funds, to keep records, and/or to report may affect its continued participation in the Program under which this Contract operates. In addition, the Department may terminate this Contract under the Termination for Cause subsection of §17 below, if the Department has reasonable evidence that Contractor will be unable to raise such matching funds during the term hereof. 8. CONTRACTOR FINANCIAL MANAGEMENT Contractor shall maintain properly segregated accounts of Program funds, matching funds, and other funds associated with the Project and make those records available to the Department on request. All receipts and expenditures associated with the Project shall be documented in a detailed and specific manner, in accordance with the Project Budget set forth in Exhibit B. 9. PAYMENTS TO CONTRACTOR Contractor shall be paid in the following amounts and manners, subject to return of any unexpended Program Funds: A. Maximum Amount Page 3 of l 7 The maximum amount payable under this Contract to Contractor by the Department shall be $7,604.00, as determined by the Department from available funds. The Department shall reimburse Contractor for costs approved in the Project Budget set forth in Exhibit B. Satisfactory performance under the terms of this Contract shall be a condition precedent to the Department's obligation to reimburse Contractor. The maximum amount of Program Funds payable as reimbursement under this Contract, and any extension hereof, shall include all Contractor's fees, costs and expenses. B. Payment All payments are subject to the §17 below. i. Method and Time Contractor shall periodically submit invoices to the Department in the form and manner set forth in Exhibit B, and attach timesheets, receipts and other requested documentation in the form and manner approved by the Department. Contractor shall submit request for reimbursements/invoices within 30 days after the end of the period for which payment is requested, and final billings under this Contract shall be received by the Department within 45 days after termination hereof. Untimely requests for payment may be accepted at the sole discretion of the Department. ii. Electronic Funds Transfer Payments shall be made by one of the following methods: a) by mutually agreeable method including in-person pickup, b) electronic funds transfer (EFT) if Contractor provides written EFT instructions to the Department on a form acceptable to the Department, or c) via the U.S. Postal Service or other delivery service to the address specified by Contractor in the remittance address section of Exhibit B. iii. Erroneous Payments, Unexpended and Excess Funds Contractor shall refund payments made by the State in error for any reason, including, but not limited to overpayments or improper payments, within 15 days of discovering or receiving notice of such error. Any funds paid to Contractor hereunder not expended n connection with this Contract by the termination date shall be refunded by Contractor within 15 days of such date. Any funds not required to complete Contractor's obligations hereunder shall be de-obligated by the State. If Contractor receives funds hereunder during any fiscal year in excess of its spending limit for such fiscal year, Contractor shall refund all excess funds to the State within 15 days of the later of of discovering or receiving notice of such excess. Erroneous, unexpended, and excess funds received by Contractor under this Contract shall not be refunded or paid to any party other than the State iv. Available Funds-Contingency-Termination The Department is prohibited by law from making fiscal commitments beyond the term of the State's current fiscal year. Therefore, Contractor's compensation is contingent upon the continuing availability of State appropriations as provided in §2 of the Colorado Special Provisions, set forth below. If federal funds are used with this Contract in whole or in part, the Department's performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this Contract shall be made only from available funds encumbered for this Contract and the Department's liability for such payments shall be limited to the amount remaining of such encumbered funds. C. Additional Funds Contractor shall provide any additional or matching funds necessary to perform its obligations in accordance with the budget in Exhibit B. D. Remedies [f State or federal funds are not appropriated, or otherwise become unavailable to fund this Contract, the Department may immediately terminate this Contract in whole or in part without further liability in accordance with §17(B) below. If additional funds under §9(C) are unavailable in whole or part, the State may, in its sole discretion, reduce its total funding commitment hereunder in proportion to the reduction in additional funds. If Contractor fails to refund payments as set forth in §9(B)(iii) above, the State may offset the amount not returned against any other unpaid funds the State owes Contractor under any other grant, agreement, or obligation between the Parties. 10. REPORTING AND NOTIFICATION Page 4 of 17 Reports and analyses required under this section shall be made in accordance with procedures and in such form as prescribed by the Department. A. Performance, Progress, Personnel, and Funds Contractor shall comply with all reporting requirements set forth in Exhibit B. B. Litigation Within l0 days after being served with any pleading related to this Contract or the Project, in a legal action tiled with a court or administrative agency, Contractor shall notify the Department of such action and deliver copies of such pleadings to the Department's principal representative in accordance with §18 below. If a Department principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of the Department. C. Noncompliance Contractor's failure to provide reports and notify the Department in a timely manner in accordance with this section may result in the delay of payment of funds and/or termination under §17 below. 11. CONTRACTOR RECORDS Contractor shall make, keep, maintain and allow inspection and monitoring of the following records: A. Maintenance Contractor shall maintain a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Project or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Contractor shall maintain such records (the Record Retention Period) until the last to occur of the following: i. a period of five years after the date this Contract is completed or terminated, or ii. tnal payment is made hereunder, whichever is later, or iii. for such further period as may be necessary to resolve any pending matters, or iv. if an audit is occurring, or Contractor has received notice that an audit is pending, then until such audit has been completed and its findings have been resolved B. Inspection Contractor shall permit the State, the federal grvernment or any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Contractor's records related to this Contract during the Records Retention Period to assure compliance with the terms hereof or to evaluate Contractor's performance. The Department reserves the right to inspect the Project at all reasonable times and places during the term of this Contract, including any extension. The provisions §14(E), §16, and/or §17 below shall apply if project performance does not conform to Contract requirements. C. Monitoring Contractor also shall permit the State, the federal government or any other duly authorized agent of a governmental agency, in the sole discretion of such governmental agency, to monitor all activities conducted by Contractor pursuant to this Contract, using any reasonable procedure, at the discretion of such governmental agency, including, but not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checking, and formal audit examinations. All such monitoring shall be performed in a manner which will not unduly interfere with Contractor's performance hereunder. D. Final Audit Report If an audit is performed on Contractor's records for any fiscal year covering a portion of the term of this Contract, Contractor shall submit one copy of the final audit report to the Department's principal representative at the address specified in §18 below. 12. CONFIDENTIAL INFORMATION-STATE RECORDS Contractor acknowledges that it may become privy to confidential information in connection with its performance hereunder, including but not limited to State records, personnel records, and information concerning individuals ("Confidential Information"). The following applies if Contractor receives confidential information: Page 5 of 17 A. Confidentiality Contractor shall keep all Confidential Information confidential at all times and comply with all laws and regulations concerning confidentiality of information to the same extent applicable to the Department. Any reyuest or demand for information in the possession of Contractor made by a third party shall be forwarded immediately to the Department's principal representative for resolution. B. Notification Contractor shall notify each of its agents, employees, sub-contractors, and assigns (each a "Related Party") who may come into contact with Confidential Information that such party is subject to the confidentiality requirements set forth herein, and shall provide each Related Party with a written explanation of such requirements before permitting such party to access any information of the Department. C. Use, Security, and Retention Confidential Information of any kind shall not be distributed or sold to any third party or used by Contractor or a Related Party in any way, except as authorized by this Contract and as approved by the Department. Contractor shall provide and maintain a secure environment that ensures confidentiality of all State records and other Confidential Information wherever located. Confidential Information shall not be retained in any files or otherwise by Contractor or a Related Party, except as set forth in this Contract and approved by the Department. D. Disclosure -Liability Disclosure of State records or other Confidential Information by Contractor or a Related Party for any reason may be cause for legal action against Contractor or such Related Party by the State or third parties and defense of any such action shall be Contractor's sole responsibility. E. Health Insurance Portability & Accountability Act of 1996 ("HIPAA") This HIPAA section [check oneJ ^ applies to or does not apply ®to this Contract. Federal law and regulations governing the privacy of certain health information requires a "Business Associate Contract" between the Department and Contractor [45 C.F.R. §164.504(e)]. Attached and incorporated herein by reference and agreed to by the Parties is a HIPAA Business Associate Addendum for HIPAA compliance. Terms of the Addendum shall be considered binding upon execution of this Contract and shall remain in effect during the term of this Contract, including any extension. 13. CONFLICT OF INTEREST A. Definition and Appearance Contractor shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of Contractor's obligations hereunder. Contractor acknowledges that with respect to this Contract, even the appearance of a conflict of interest is harmful to the Department's interests. Absent the Department's prior written approval, Contractor shall refrain from any practices, activities or relationships which reasonably appear to be in conflict with the full performance of Contractor's obligations to the Department hereunder. Contractor shall comply with the provisions of CRS §18-8-308 and §24-18-101-109. B. Specific Prohibitions Contractor's and sub-contractor's respective officers, employees, or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from Contractor's potential sub-contractors, or parties to sub-contracts. Contractor's employees, officers, agents or any permitted sub-contractors shall not participate in the selection, award, or administration of this Contract or any sub-contract, if an actual or apparent conflict of interest would occur. Such a contict would arise when any of the followinghas a financial or other interest in the firm selected for award: i. an employee, officer, agent or board member; ii. any member of the employee's immediate family; iii. an employee's partner; or iv. an organization, which employs, or is about to employ, any of the aforementioned. C. Determination by Department -Default Page 6 of 17 If Contractor is uncertain as to the existence of a conflict of interest, Contractor shall submit to the Department a disclosure statement setting forth the relevant details for the Department's consideration. Failure to promptly submit a disclosure statement or to follow the Department's direction in regard to the apparent conflict shall be considered a material default of this Contract and grounds for termination under the Termination for Cause subsection of §17 below. D. Code of Performance Contractor, and sub-contractors, if any, shall maintain a written code of standards governing the performance of their respective employees, agents, and contractors engaged in the award and administration of this Contract, or sub-contract, if any. Contractor shall provide a copy of such code to the Department within 10 days of the Department's written request therefore. 14. REPRESENTATIONS AND WARRANTIES The Parties make the following specific representations and warranties to each other, upon which each is relying in entering into this Contract. A. Standard and Manner Of Performance Contractor shall perform its obligations hereunder, including in accordance with the highest professional standard of care, skill and diligence. Contractor shall perform its obligations hereunder in the sequence and manner set forth in Exhibit B. B. Inspection and Verification The Department reserves the right to inspect and monitor Contractor's performance hereunder at all reasonable times and places to verify that they conform to the requirements of Exhibit B. The provisions §14(E), §16, and/or §17 below shall apply if Contractor's performance does not conform to Contract requirements. C. Legal Authority-Contractor and Contractors Signatory Contractor warrants that it possesses the legal authority to enter into this Contract and has taken all actions required by its procedures, by-laws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract and to bind Contractor to its terms. The person signing and executing this Contract on behalf of Contractor hereby represents and warrants and guarantees that they have full authorization to do so. If requested by the Department, Contractor shall provide the Department the basis for Contractor's authority to enter into this Contract within 15 days of receiving such request. D. Licenses, Permits, Etc Contractor represents and warrants that as of the Effective Date it has, and that at all times during the term hereof it will have, at its sole expense, all licenses, certifications, approval, insurance, permits, and other authorization required by law to perform its obligations hereunder. Additionally, all employees of Contractor performing services under this Contract shall hold the required licenses or certifications, if any, to perform their duties, Contractor, if a foreign corporation or other entity transacting business in the State of Colorado, further certifies that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for Contractor to properly perform this Contract, shall be deemed to be a default by Contractor and grounds for termination under Contract §17(A) below. E. Breach If the Contractor breaches any of its representations or warranties, the Department may require Contractor to promptly perform its obligations again in conformity with Contract requirements, at no additional cost to the Department. If such breaches cannot be, or are not cured, the Department may, in addition to any other remedies provided for in this Contract, require Contractor to take necessary action to ensure that future performance conforms to the provisions of this Contract; and equitably reduce the payment due to Contractor to reflect the reduced value of the Project. Any reduction, delay or denial of payment under this provision shall not constitute a breach of Contract or default by the Department. 15. INSURANCE Page 7 of 17 Contractor and its sub-contractors shall obtain and maintain insurance as specified in this section at all times during the term of this Contract: All policies evidencing the insurance coverages required hereunder shall be issued by insurance companies satisfactory to Contractor and the State. A. Contractor i. Public Entities If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24- ] 0-101, et seq., as amended (the Governmental Immunity Act"), then Contractor shall maintain at all times during the term of this Contract such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under such Act. Contractor shall show proof of such insurance satisfactory to the Department, if requested by the Department. Contractor shall require each contract with asub-contractor which is a public entity, providing Goods or Services in connection with this Contract, to include the insurance requirements necessary to meet sub- contractors liabilities under the Act. ii. Non-Public Entities If Contractor is not a "public entity" within the meaning of the Governmental Immunity Act, Contractor shall obtain and maintain during the term of this Contract insurance coverage and policies meeting the same requirements set forth in subsection B of this section with respect to sub- contractors which are not "public entities". B. Sub-contractors Contractor shall require each contract with asub-contractor, other than those that are public entities, providing Goods or Services in connection with this Contract to include insurance requirements substantially similar to the following: i. Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all of sub-contractor employees acting within the course and scope of their employment. ii. General Liability Commercial General Liability Insurance written on ISO occurrence form CG 00 O1 10/93 or equivalent, 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 fire. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, sub-contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to Contractor a certificate or other document satisfactory to Contractor showing compliance with this provision. 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. Additional Insured Contractor and the State shall be named as additional insured on the Commercial General Liability and Automobile Liability Insurance policies (leases and construction contracts require additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent). v. Primacy of Coverage Coverage required of the sub-contractor shall be primary over any insurance or self-insurance program carried by Contractor or the State. vi. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal without at least 45 days prior notice to the Contractor and the State by certified mail. Page 8 of 17 vii. Subrogation Waiver All insurance policies in any way related to the Contract and secured and maintained by Contractor's sub-contractors as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against Contractor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. C. Certificates Each of Contractor's sub-contractors shall provide certificates showing insurance coverage required hereunder to Contractor within seven business days of the Effective Date, but in no event later than the commencement of the Services or delivery of the Goods under the sub-contract. No later than 15 days prior to the expiration date of any such coverage, each sub-contractor shall deliver to Contractor certificates of insurance evidencing renewals thereof upon request by the Department or at any other time during the term of asub-contract, Contractor may request in writing, and the sub-contractor shall thereupon within 10 days supply to Contractor, evidence satisfactory to Contractor and the Department of compliance with the provisions of this section. 16. DEFAULT-BREACH A. Defined In addition to any breaches or defaults specified in other sections of this Contract, including, but not limited to the Colorado Special Provisions below, the failure of either Party to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner, constitutes a default or breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar legislation, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 20 days after the institution or occurrence thereof; shall also constitute a default. B. Notice and Cure Period In the event of a default or breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in §18 below. If such default or breach is not cured within 30 days of receipt of written notice or, if a cure cannot be completed within 30 days, cure of the default or breach has not begun within said period and pursued with due diligence, the aggrieved Party may terminate this Contract by providing written notice thereof, as provided for in §18 below, specifying the effective date of the termination. Notwithstanding anything to the contrary herein, the Department, in its sole discretion, need not provide advance notice or a cure period and may immediately terminate this Contract in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. 17. REMEDIES If Contractor is in default or breach under any provision of this Contract, the Department shall have all of the remedies listed in this section in addition to all other remedies set forth in other sections of this Contract. The Department may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively. A. Termination for Cause and/or Default If Contractor fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion in accordance with the provisions of this Contract and in a timely manner, the Department may notify Contractor of such non-performance in accordance with the §16 above and §18 below. if Contractor thereafter fails to promptly cure such non-performance within the cure period, the Department, at its option, may terminate this entire Contract or such part of this Contract as to which there has been delay or a failure to properly perform. Exercise by the Department of this right shall not be deemed a breach of its obligations hereunder. Contractor shall continue performance of this Contract to the extent not terminated, if any. i. Obligations and Rights To the extent specified in the termination notice, Contractor shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall also terminate outstanding orders and sub-contracts with third parties. However, Contractor shall complete and deliver to the Department all Services and Goods not cancelled by the termination notice and may Page 9 of 17 incur obligations as are necessary to do so within the Contract terms. At the sole discretion of the Department, Contractor shall assign to the Department all of Contractor's right, title, and interest under such terminated orders or sub-contracts. Upon termination, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the possession of Contractor in which the Department has an interest. All materials owned by the Department in the possession of Contractor shall be immediately returned to the Department. All Work Product, at the option of the Department, shall be delivered by Contractor to the Department and shall become the Department's property. ii. Payments The Department shall pay Contractor only for accepted performance received up to the date of termination. If, after termination by the Department, it is determined that Contractor vas not in default or that Contractor'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 the same as if this Contract had been terminated in the public interest, as described in §17(B) below. iii. Damages and Withholding Notwithstanding any other remedial action by the Department, Contractor also shall remain liable to the Department for any damages sustained by the Department by virtue of any default under this section by Contractor and the Department may withhold any payment to Contractor for the purpose of mitigating the Department's damages, until such time as the exact amount of damages due to the Department from Contractor is determined. Further, the Department may withhold amounts due to Contractor as the Department deems necessary to protect the Department against loss because of outstanding liens or claims of former lien holders and to reimburse the Department for the excess costs incurred in procuring similar goods or services. Contractor shall be liable for excess costs incurred by the Department in procuring from third parties replacement Services or substitute Goods as cover. B. Early Termination for the Public Interest The Department is entering into this Contract for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, and Courts. If this Contract ceases to further the public policy of the State, the Department, in its sole discretion, may terminate this Contract in whole or in part. Exercise by the Department of this right shall not be deemed a breach of the Department's obligations hereunder. This subsection shall not apply to a termination of this Contract by the Department for cause or default by Contractor, which shall be governed by §17(A) above. i. Method and Content The Department shall notify Contractor of the termination in accordance with §16 above and §18 below, specifying the effective date of the termination and whether it affects all or a portion of this Contract. ii. Obligations and Rights Upon receipt of a termination notice, Contractor shall be subject to and comply with §17(A)(i) above. iii. Payments If this Contract is terminated by the Department in furtherance of the public interest of the State of Colorado, Contractor shall be paid for satisfactory performance up to the date of termination less payments previously made. C. Remedies Not Involving Termination The Department, its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to the Department: i. Suspend Performance Suspend Contractor's performance with respect to all or any portion of this Contract pending necessary corrective action as specified by the Department without entitling Contractor to an adjustment in price/cost or performance schedule. Contractor shall promptly cease performance and incurring costs in accordance with the Department's directive and the Department shall not be liable for costs incurred by Contractor after the suspension of performance under this provision. Page 10 of 17 ii. Withhold Payment Withhold payment to Contractor until corrections in services are satisfactorily completed and /or acceptable goods are provided. iii. Deny Payment Deny payment for those Services not performed and/or Goods not provided and which due to circumstances caused by the Contractor cannot be performed or provided or, if performed or provided, would be of no value to the Department; provided, that any denial of payment must be reasonably related to the value of work, performance or Goods lost to the Department. iv. Removal Demand removal of any of Contractor's employees, agents, or sub-contractors whom the Department deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Contract is deemed to be contrary to the public interest or not in the Department's best interest. Replacement of any key personnel hereunder shall be done in accordance with the relevant provisions of Exhibit B. 18. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below. In addition to, but not in lieu of a hard- copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. A. Department: B. Contractor. Teresa Duran Division of Housing Colorado Department of Local Affairs 1313 Sherman Street, Room 518 Denver, CO 80203 Email: Teresa.Duran@state.co.us Alex Potente Eagle County Housing Authority P.O. 850 Eagle, CO 81631 Email: housing@eaglecounty.us 19. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of the Governmental Immunity Act and the risk management statutes, CRS §24-30-1501, et seq., as amended. 20. LEGAL RESIDENT This legal resident section [check oneJ ®applies to, or does not apply ^ to this Contract. Contractor must confirm that any individual natural person eighteen years of age or older is lawfully present in the United States pursuant to CRS §24-76.5-101 et seq. when such individual applies for public benefits provided under this Contract by requiring the following: A. Identification: The applicant shall produce one of the following personal identifications: i. A valid Colorado driver's license or a Colorado identification card, issued pursuant to article 2 of title 42, C.R.S.; or Page 1 l of 17 ii. A United States military card or a military dependent's identification card; or iii. A United States Coast Guard Merchant Mariner card; or iv. A Native American tribal document. B. Affidavit The applicant shall execute an affidavit herein attached as Form 2, Affidavit of Legal Residency, stating: i. That they are United States citizen or legal permanent resident; or ii. That they are otherwise lawfully present in the United States pursuant to federal law. 21. SOLE SOURCE GOVERNMENT CONTRACTS, AS DEFINED IN COLORADO CONSTITUTION ARTICLE XXVIII. [This provision applies only to sole source government contracts and does not apply to contract between governmental entities or any contract which used a public anct competitive bidding process in which the State agency or institution of higher education solicited at least three bids prior to awarding the contractJ. Contractor certifies, warrants, and agrees that it has complied and will comply with Colorado Constitution Article XXVIII, including but not necessarily limited to the following prohibitions and obligations: A. If during the term of the contract, contractor holds sole source government contracts with the State of Colorado and any of its political subdivisions cumulatively totaling more than $100,000 in a calendar year, then for the duration of this contract and for two years after, contractor will not make, cause to be made, or induce by any means a contribution, directly or indirectly, on behalf of contractor or contractor's immediate family member(s) for the benefit of any political party or for the benefit of any candidate any elected office of the State or any of its political subdivisions; and B. Contractor represents that contractor has not previously made or caused to be made, and will not in the future make or cause to be made, any contribution intended to promote or influence the result of a ballot issue election related to the subject matter of this contract; and C. Contractor will satisfy contractor's obligations to promptly report to the Colorado Department of Personnel & Administration information included in the Government Contract Summary and the Contract Holder Information, regarding this contract and any other sole source government contracts to which contractor is a party; and D. Contractor understands that any breach of this section or of Contractor's responsibilities under Colorado Constitution Article XXVIII may result in either contractual or constitutionally mandated penalties and remedies; and E. A Contractor that intentionally violates Colorado Constitution Article XXVIII, Section 15 or 17(2), shall be ineligible to hold any sole source government contract, or public employment with the state or any of its political subdivisions for three years; and F. By execution of this contract, Contractor hereby confirms it is qualified and eligible under such provisions to enter into this contract. For purposes of this clause, the term "contractor" shall include persons that control ten percent or more shares or interest in contractor, as well as contractor's officers, directors, and trustees. The term "immediate family member" shall include a spouse, child, spouse's child, son-in-law, daughter-in-law, parent, sibling, grandparent, grandchild, stepbrother, stepsister, stepparent, parent-in-law, brother-in-law, sister-in-law, aunt, niece, nephew, guardian, or domestic partner. 22. GENERAL PROVISIONS A. Assignment Except as otherwise specifically provided in Exhibit B, Contractor's rights and obligations hereunder are personal and may not be transferred, assigned or subcontracted, without the prior, written consent of the State. Any attempt at assignment, transfer, subcontracting without such consent shall be void. All assignments, subcontracts/subcontractors approved by Contractor or the State shall be subject to the provisions hereof. Contractor shall be solely responsible for all aspects of subcontracting arrangements and performance. B. Binding Effect Page 12 of 17 Unless otherwise provided herein, all provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns. C. Captions 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. D. Counterparts This Agreement may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous addition, deletion, or other amendment hereto shall not have any force or affect whatsoever, unless embodied herein. F. Federal Funding-List of Selected Applicable Laws Contractor at all times during the performance of this Contract shall comply with all applicable Federal and State laws and their implementing regulations, currently in existence and as hereafter amended, including without limitation those set forth on Exhibit A, Applicable Laws, attached hereto, which laws and regulations are incorporated herein and made part hereof. Contractor also shall require compliance with such laws and regulations by sub-contractors under sub-contracts permitted by this Contract. G. Indemnification i. Intergovernmental Contracts If this is an intergovernmental Contract, the provisions hereof shall not be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended. ii. Non-Intergovernmental Contracts Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors, or assignees pursuant to the terms of this Contract. H. Jurisdiction and Venue All suits, actions, or proceedings related to this Agreement shall be held in the State of Colorado and the Parties herby agree that venue shall be proper in the City and County of Denver. I. Modification i. By the Parties Except as specifically provided in this Agreement, modifications of this Agreement shall not be effective unless agreed to in writing by both parties in an amendment to this Agreement, properly executed and approved in accordance with Colorado State law and State Fiscal Rules. ii. By Operation of Law This Agreement is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Agreement on the effective date of such change, as if fully set forth herein. J.Order of Precedence The provisions of this Agreement shall govern the relationship of the State and Contractor. In the event of conflicts or inconsistencies between this Agreement and its exhibits and attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. §23, Colorado Special Provisions ii. §§I-22 of this Contract iii. Exhibit A, Applicable Laws Page 13 of 17 iv. Exhibit B, Statement of Project, K. Severability Provided this Agreement can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof. L. Survival of Certain Agreement Terms Notwithstanding anything herein to the contrary, provisions of this Agreement requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Contractor fails to perform or comply as required. M. Third Party Beneficiaries Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party. 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. N. Waiver Waiver of any breach of a term, provision, or requirement of this Agreement or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 14 of 17 23. COLORADO SPECIAL PROVISIONS The Special Provisions apply to all Contracts except where noted in italics. A. 1. CONTROLLER'S APPROVAL. CRS §24-30-202 (1). This contract shall not be valid until it has been approved by the Colorado State Controller or designee. B. 2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. 3. GOVERNMENTAL IMMUNITY. 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, of the Colorado Governmental Immunity Act, CRS §24- ] 0- l01 et seq., or the Federal Tort Claims Act, 28 U.S.C. § § 1346(b) and 2671 et seq., as applicable now or hereafter amended. D. 4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor 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 Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents. E. 5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. 6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this contract, to the extent capable of execution. G. 7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void. H. 8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this contract, including, without limitation, immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. Page l5 of 17 I. 9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS~~'§24-18-201 and 24- 50-507. 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 contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. J. 10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental agreements) Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21- 101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action K. 11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services) Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to ep rform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor (a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. L. 12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract. Revised 1/1/09 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page l6 of l7 24. SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT * Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and acknowledge that the State is relying on their representations to that effect CONTRACTOR STATE OF COLORADO Eagle County Housing Authority Bitl Ritter, Jr., GOVERNOR DEPARTMENT OF LOCAL AFFAIRS By: ,i--erne ~~~+' ~ bYl ~ ~~ Name of Authorized Indi al ~ Title: irPrtnr GOY11A1~f~76~7~-'~' By. Official Title of Authorized Individual Susan E. Kirkp ick, Executive Director ~ ~ Dat i *S' ature PRE-APPROVED F RM CONTRACT REVIEWER Date: '~ ~~ ~ By: GC c~---- Ter n, Deputy irector ivision of Housing Date: ~~ 5 ~ c ALL CONTRACTS REQUIRE APPROVAL by the STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve ail State Contracts. This Contract 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 Contractor begins performing prior thereto the State of Colorado is not , obligated to pay Contractor for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER Da id J. Mc ermott, By: _ 1~-~R e M rie Auten, Controller Delegate Date• fl9 Page 17 of 17 HCV: Eagle County Housing Authority / HIOSE8010 EXHIBIT A -APPLICABLE LAWS Federal laws and regulations incorporated into this contract include, without limitation: 1. Age Discrimination Act of 1975, 42 U.S.C. Sections 6101, et seq. 2. Age Discrimination in Employment Act of 1967, 29 U.S.C. 621-634 3. Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. 12101, et seq. 4. Equal Pay Act of 1963, 29 U.S.C. 206(d) 5. Immigration Reform and Control Act of 1986, 8 U.S.C. 1324b 6. Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794 7. Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000d 8. Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000e 9. Title IX of the Education Amendment of 1972, 20 U.S.C. 1681, et seq. 10. C.R.S. §24-32-701, et seq., Colorado Housing Act of 1970 11. The applicable of the following: 11.1. Cost Principals for State, Local and Indian Tribal Governments, 2 C.F.R. 225, (OMB Circular A-87); 11.2. Cost Principals for Education Institutions, 2 C.F.R. 220, (OMB Circular A-21); 11.3. Cost Principals for Non-Profit Organizations, 2 C.F.R. 230, (OMB Circular A-122), and 11.4. Audits of States, Local Governments, and Non-Profit Organizations (OMB Circular A 133); and/or the Colorado Local Government Audit Law, 29-1-601, et seq, C.R.S., and State implementing rules and regulations. 12. Fair Housing Act of 1968, 42 U.S.C. 3601, et seq. 13. Lead-Based Pain Poisoning Prevention Act -Title IV, 42 U.S.C. 4821. 14. The Public Health and Welfare, 42 USC 8013. 15. General HUD Program Requirements, 24 CFR Part 5 16. Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A. 17. Supportive Housing For Persons With Disabilities, 24 CFR Part 891, subparts A, C, D 18. Housing Choice Voucher Program, 24 CFR Part 982 19. Section 8 and Public Housing Family Self-Sufficiency Program, 24 CFR Part 984 20. Section 8 Management Assessment Program, 24 CFR Part 985 Page l of I - Exhibit A -Applicable Laws HCV:Eagle County Housing Authority/ H10SE8010 EXHIBIT B -STATEMENT OF PROJECT (SOP) HOUSING CHOICE VOUCHER PROGRAM 1. GENERAL DESCRIPTION OF THE PROJECT 1.1. Project Description. Eagle County Housing Authority shall serve as a Contractor for the State in the administration of the Housing Choice Voucher Program. Services provided by Contractor shall include, but are not limited to the following: program marketing, waiting list maintenance, qualifying eligible families, briefing families on program requirements, housing inspections, negotiating rents with property owners, annual certifications, conducting informal reviews/hearings, administration of portable vouchers, family self-sufficiency and homeownership programs. 1.2. Responsibilities. Contractor shall be responsible for the completion of the Project and to provide required documentation to CDOH in a timely manner. In consideration for the services provided, Contractor shall receive administrative fees to be used for ongoing administration of the HCV program. 2. DEFINITIONS 2.1. List specialized terminologies used in the SOP. NONE 2.2. List abbreviations used in the SOP. NONE 3. DELIVERABLES 3.1. Outcome. To provide financial assistance for adequate and safe affordable rental housing, and home ownership, for very low-income households. To improve the program participant's living conditions by maintaining rent payments at an affordable level and promoting freedom of housing choice. 3.2. Service Area. The performance of the services described within this contract shall be located in Eagle County - 11 vouchers. 33. Project Performance Plan. The Parties shall comply with the milestones, performance goals and timelines outlined in FORM 1. 4. PERSONNEL 4.1. Responsible Administrator. Contractor's performance hereunder shall be under the direct supervision of Karen Sandblom, an employee or agent of Contractor, who is hereby designated as the responsible administrator of this project. 4.2. Other Key Personnel: NONE. 4.3. Replacement. Contractor shall immediately notify CDOH if any key personnel cease to serve. Provided there is a good-faith reason for the change, if Contractor wishes to replace its key personnel, it shall notify CDOH and seek its approval, which shall be at CDOH's sole discretion, as CDOH issued this Contract in part reliance on Contractor's representations regarding Key Personnel. Such notice shall specify why the change is necessary, who the proposed replacement is, what their qualification are, and when the change will take effect. Anytime key personnel cease to serve, CDOH, in its sole discretion, may direct Contractor to suspend work on the Project until such time as their replacements are approved. All notices sent under this subsection shall be sent in accordance with §18 of the Contract. 5. PAYMENT Payments shall be made in accordance with the provisions set forth in §9 of this Contract. 5.1.Payment Schedule 5.1.1. Monthly Administrative Fee. Contractor shall earn a monthly administrative fee, established by CDOH, for each voucher leased on the first day of the month. When there is a delay in the receipt of paperwork by any of the parties in the lease up, a retroactive fee shall be paid, in the following month, on units that were leased as of the first of the month. For vouchers that are leased after the first day of the month, Contractor shall not earn an administrative fee until the following month. 5.1.2. Portable Voucher Fee. Contractor shall earn fifty percent (50%) of the administrative fee received by CDOH for each incoming portable unit in which CDOH bills another housing authority. Page 1 of 2 - Exhibit B - Statement of Project 5.1.3. Homeownership Fee. Contractor shall earn cone-time tee of $500.00 for every voucher holder that becomes a participant in the HCV Homeownership Program. 5.1.4. Family Self-Sufficiency (FSS) Coordinator Fee. Contractor shall receive an annual administrative tee established by CDOH, based on the number of families participating in the FSS program. 5.1.5. Disaster Housing Assistance Fee. Contractor shall earn none-time fee of $500.00 for each new participant in the Disaster HAP Program. The Contractor shall also earn a monthly administrative fee of $83.00 and a monthly case managment fee of $92.00 for each family in the program. 5.2. Remittance Address. If mailed, payments shall be remitted to the following address unless changed in accordance with §18 of the Contract: Eagle County Housing Authority P.O. 850 Eu ale, CO 81631 6. ADMINISTRATIVE REQUIREMENTS 6.1. Reporting. Contractor shall provide the following reports to CDOH using the state-provided forms. CDOH may withhold administrative fee payment(s), if such reports are not submitted on or before the due dates, as specified in the annual CDOH calendar. 6.1.1. Housing Assistance Payment (HAP) Report. One copy of the monthly HAP Report shall be submitted within 18 - 20 calendar days of the end of each month. 6.1.2. Family Report (HUD-50058) and Housing Assistance Payment (HAP) Register Report. One copy of the Family Report and the HAP Register shall be submitted within 18 - 20 calendar days of the end of each calendar month for events, such as initial lease ups, annual and interim certifications, the participant's relocation or end of participation in the program. 6.1.3. Lease Status Report and Family Self-Sufficiency (FSS) Escrow Report. One copy of the Lease Status Report and FSS Escrow Report shall be submitted no later than the 4th of each calendar month. 6.2. Monitoring. The Department shall perform on-going monitoring in accordance with its Risk Based Monitoring Policy and §§11(B)-(C) and 14(B) of Contract. 63. CDOH Plans. The HCV Program shall be administered in accordance with CDOH's Public Housing Agency Plan, Administrative Plan, Homeownership Plan, and Family Self-Sufficiency Action Plan. 6.4. Local Consolidated Plan. Contractor shall consult its local governmental or departmental Consolidated Plan and develop and implement an action plan to meet the housing needs for low- income persons in their communities. 6.5. Eligible Beneficiaries. Contractor shall insure that all vouchers will be leased by low-income persons; defined as those, whose household income does not exceed 50% of the Area Median Income (AMI). The rent and income limits, in effect as of the execution of this contract, are contained in Exhibit C. 6.6. Income Eligibility Determination. Prior to the initial lease of vouchers, and during annual re- certification, the Contractor shall determine the annual income of the beneficiaries in accordance with 24 CFR Part 5.609. 6.7. Property Standards. All rental units shall be in compliance with HUD Housing Quality Standards for existing housing. 7. PROJEC T BUDGET Fee Type CFDA Maximum Amount Administrative Fees 14.871 Homeownershi Fees 14.871 FSS Coordinator Fees 14.871 $7,604.00 Five Year Mainstream Fees 14.181 Disaster HAP Fees L~.I)V~I' Page 2 of 2 - Exhibit B - Statement of Project EXHIBIT C -RENT & INCOME LIMIT 1/1 W ~ 7 m N _ ~ °~' W t U ~ z 10 Q ~ f m ~ O~J X ~ W o f W D V y H ~ d 01 D' 0 e ~ N ~ 0 = U M H J W 0 U Z H M M J H Z W o o o ln o ln o In o ~O O O O~ CO iD ~ M N I~ ~ ~ [Y CO N I~ .--I Lf) ~ M r-I 00 t\ ~D iD ~ In V .--I .1 0 0 0 0 0 0 0 0 0 O~ O ~ +--~ ~ I~ O M iD ~ GO V M CO [r O ~ M O~ O~ i~ 01 01 Ct O~ M CO N N O ^ l0 lD 111 In R V .--~ .-I O O O Lf1 O Lf1 O III O O O ~ N O I~ E N O l0 L!'1 N M M N N N N 0 0 ~ L!1 O lf1 O Lf1 O N .--~ O ,--I I~ ~D ~D L11 t11 ~ ~ O O O l!1 O L!') O L11 O O O O I~ O N U'I ~ O N M Q~ O i0 rI ~ N t\ .--1 O~ lp lp LI1 Lf) ~ ~ M .--I 0 0 0 0 0 0 0 0 0 N O O p~ ~p M O I~ ~ Q~ ~O O N O~ ~D ~''~ Qi ~O M t0 C lD ,--i 1~ M GO ~ O O~ ~ l1'1 Lf1 tt ~ M M 0 0 o In o ~n o ~n o 00 O O M ~ ~ Lf1 t.f) ~D Ch O~ ~D i0 I~ CO O~ p ,--I V' M 1~ ^ O O N ~ L11 +--I 01 I~ ~ In ~ V' M M M 0 0 0 u'1 O Lf) O u'f O l0 O O V' 0~ .-I L!1 00 N .--+ M N O ul .-i ~O .~ 1~ M 01 '"'~ In ri CO ~ .--~ i~ GO l0 ~ ~ ~ M M M N 0 0 0 0 0 0 0 0 0 N O O p~ t0 M O I~ ~ I~ lD ~o M M M M N N N O ~ O~ t0 M O ^ ~ I~ l0 ~ M M M M N N Lf1 N i0 M I~ .--I p O LfI M .-i .--i ll1 M O O~ Lf1 M O L!1 O l1'f 00 iD Lf1 M N .--~ O I~ M N ~ +--i .-i .--i .--i .--i .-i ~--~ .--i M M O CO Lf1 M O ~O O t.f) ~D i0 L11 M N +--i O I~ I~ N ~O ~ M N .-I O 01 i0 N N .-I .--~ .--i .--I +--i .--i 1~ ~ O ~ ~ .~ M l~ Ol Ln M ~ ~ l0 l0 1~ ~ ~ ~ 00 M O~ [r N .-~ O 01 00 I~ U1 N ,--~ .-i .--i .--i .--~ GO M O lf1 ~ M ~ O Ol t~ ~ N O lfl 1~ ~ .--I M [t 0~ Q~ ~O N O O~ GO 00 I~ l0 ~ .--i .--~ .-i .--i O~ t11 O ~' 01 M I~ ,--i t0 Lf1 .--i +-~ N CO O M Lf1 00 O Lf1 CO tIl .1 O~ O~ CO I~ l0 tD ~ .--i ,-i .--I 0 0 0 0 0 0 0 0 0 0 0 0 O O O l!1 O v~ 0 l11 O O ~ ~ CO tp l0 to u1 [t V M _~ N G! d 4J G! 07 G7 G7 G! 01 p1 p1 G1 C1 G1 C1 Of C1 G1 ~0 IO i0 10 f0 f0 f0 10 f0 t0 W W W W W W W W W W Z W a v Z W a M Z W a N Z W a .i a' 0 m 0 m M m N m 0 m O C 7 O U FORM 1 -PROJECT PERFORMANCE PLAN u~, m v ca c .Q ~ c lC O O O O ~ ~ O N O N O N ~ m C ~ O~ ~ 'd ~ ~ ' Q d ' ~ ~ ~ ~ N _tn ~ d ~ V > fA O >, J ' V N >, >+ >, O t~ OC C C N'~O ~ ~ ~ ~ C ~ C ~ C O U ~ ~ •i W W W C ~' O~ N _ 2 _ _ _ = U U U ~ a Q Q o ~ a Q f= H t` o _~ ~ ~ ~ c y -_ N U ~ ~ _ '~ U C ~ ~ U ~ ~ fB ' Q O ~ ~ ~ ~ O O .C ~ ~ -C L ~ _ O C ~ O C +~ Q .r cp (p N~ ~ L~ u- C N ~ O ~ ~ m ~ N ~ o cU L'.' C O a~ ~ ~ "' O .3 '" ai O vOis "~ O m~ Z Q i ~? Y ~~ ~ _ ~' ~ c L u~i ~ ~ ~ ~ 3 ~ ~ a h w J ~ L a~ o. E y w ~o~~ ~ ~ cn ~ oo-Q 3 co ~ o~ a oc O ~ . ~ a ~ c = a a~ . ~ ~ ~ ~ a = a~ . W Z ~ 3ia N v N~ 3 c ~-o ~ > 3 a i 3 c ~o a ~ Q 2 O 2 -~ _c OL 2 ~ ~ ~ O._~U 2 ~ pa~~ ~ _ ~ ai O~~ = ON ~ ~- cn o U o U~ Ua?ca o~~ `° U:~coO o~ ~ U°w o ~ ~ U~~ o N Uco O ~ `° ~ ~ ~ •i ~ U . ( O U d w O L ` ~ ~ L a .. N U a~ L a ~ V Q c O ~ ~ _c c 3 w ~ O C~ ~ m ~~ i O~ N ~. ~ c O C N ~ ( ~. c O ~ O +.. ~ ~ (B N O U _-_ L ~ ~ ~ ~ L . w= N a~ E ~ ' L N ~ ~ ~ O ~ ~ ~ O L ~ O ~ ~ to m N O d L 'O ~ ~_ + N y ~ ~ Cw O ` ~ N c Lw~ r 7 O ~ ' ~ ~ ~ O ~ O ~ C~ N N ~~ O'~.- a Q O ~ ~ ~ O+• C fA O ~ Y U N ~ N C B U O ~ tn cp _ O _02 u ~ L L ~ U (B ~ ~ ~ C ~ ~' ~ ~ C N ~ ~ . e ~ G U ~ L~ O~ C O ~ O m O ..C L L L L c0 O L. O ~ > ' O O L U ~"~~ "'.' O C C U C 7 +• ~, U ~ ( O ~ +r O C U O _O U""' O C Q O U'C~ .-~ C ~ C N Q (~ Q N `- ~ i 0 t0 'O .--, ~ L ~, L N ~ C ~ C O O ~U te ~ N ~ U .--• ~ O Q . . 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O C ~ ~ ~ ~~ ~ ~ ~ O ~ ~ O ~ ~ ~ ~ O ui O ~ 7 > ~ ~ ~ W -~ ~ ' ~ O ~ ~ U ~ o co ~ C O a~ 3 ~ ~ N ~~ ~ ~ N E .~ b E Q J_ o ~ C U~ Y O c N 0 ~ O Y_ O C~ '~ N ~ c 0 L c~ 0 .~ Q U w M ~ N m O Q~~~ U~ h-- ~ (n ~ U~~ can N 0 an c~ Cl. _a _~ L L C C U U (0 L (B L ' L ~ O ~ ~ /11 C L ~ O O O C L U '-' - Y c ~ O ~ U ~ }, ~ ~ N (n o~d _ = N N = 3 3 Q~~.. 2 2 ~ io ~ O O ~~~ ~ D L ~ CO U U 3 ~ U . - 00 ~ O ~ O~ 3 O~ - ~ ,; ~ O "~ N O N Y fn U ~ ~ ~ U ~ L Uj L ~ ~ ~ a0 U"d ~L U "= ` cB Q ~ L ~ d ±- d ~ N = O ~ Y (n ~ ~ ~ (~A ~ N 7 - ~ L U ~ ~ _ ~ C C ~ O ~ ~ ~ ~ ~ i+ L ~ L L L C Q~ ~ (0 ~ C U - (p ~ ~p > N 'p U y--' r ~ L U ( O O ~ ~ L N ~ C N N p C -p C Uo~~ Um°E o ~, ~. >, ~ c E ~.n ~ o ~_ ~ -p ~ ai ~ ui ~ c~ L co ~ c ~ c .o O d a ... N ~--~ U ~ = N O N N ~ U "O Q C U a~ ~ ~ ~ C Q ~ ~ ~ U _ ~ ~ ~ ~ -C ~ ~~ U ~ ~ ~ C• .a ~ ~ C ~ L U U to U ~ N (~ N Q ~(n~ N O N U bA c3 (1. FORM 2 -AFFIDAVIT OF LEGAL RESIDENCY I, ,swear or affirm under penalty of perjury under the laws of the State of Colorado that (check one): ^ I am a United States citizen, or ^ I am a Permanent Resident of the United States, or ^ I am lawfully present in the United States pursuant to Federal law. I understand that this sworn statement is required by law because I have applied for a public benefit or I am a sole proprietor entering into a contract or purchase order with the State of Colorado. I understand that state law requires me to provide proof that I am lawfully present in the United States prior to receipt of this public benefit or prior to entering into a contract with the State. I further acknowledge that making a false, fictitious, or fraudulent statement or representation in this sworn affidavit is punishable under the criminal laws of Colorado as perjury in the second degree under CRS § 18-8-503 and it shall constitute a separate criminal offense each time a public benefit is fraudulently received. Signature Date Page l of l -Form 2-Affidavit of Legal Residency