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HomeMy WebLinkAboutagenda.council.regular.20241008AGENDA CITY COUNCIL REGULAR MEETING October 8, 2024 5:00 PM, City Council Chambers 427 Rio Grande Place, Aspen I.Call to Order II.Roll Call III.Scheduled Public Appearances IV.Citizens Comments & Petitions V.Special Orders of the Day ZOOM Join from a PC, Mac, iPad, iPhone or Android device: Please click this URL to join. https://us06web.zoom.us/j/83220407860? pwd=rgdcDcZ8L3ur1F4429KTq5qvaHOcYL.1 Passcode: 81611 Or join by phone: Dial(for higher quality, dial a number based on your current location): US: +1 719 359 4580 Webinar ID: 832 2040 7860 Passcode: 81611 International numbers available: https://us06web.zoom.us/u/kLWXnk8k (Time for any citizen to address Council on issues NOT scheduled for a public hearing. Please limit your comments to 3 minutes) a) Councilmembers' and Mayor's Comments b) Agenda Amendments c) City Manager's Comments d) Board Reports 1 1 VI.Consent Calendar VI.A Resolution #121, Series of 2024 - Fleet Replacement Police Ford Hybrid AWD Explorers VI.B Resolution #122, Series of 2024 - Body Worn Camera Renewal Contract VI.C Resolution #123, Series of 2024 – Supporting a Local Planning Capacity Grant Application VI.D Resolution #124, Series of 2024 - Amendment #9 to Contract #2021-150 with Cushing Terrell, Additional Design Services for Lumberyard Affordable Housing Development Project VI.E Draft Minutes of September 24th VII.Notice of Call-Up VIII.First Reading of Ordinances VIII.AOrdinance #18, Series of 2024 - Amendments to the City's Tax Code IX.Public Hearings X.Action Items X.A Resolution #129, Series of 2024 - Armory Hall Remodel & Reuse: Schematic Design Progress (These matters may be adopted together by a single motion) Memo - 2024 Ford Hybrid Explorers.docx Resolution #121 .doc 2024-383 Supply Procurement - Exhibit A and B signed by vendor.pdf Memo_for_Axon_Body_Worn_Camera_Contract_Renewal_2024.docx ATTACHMENT A Resolution #122.doc ATTACHMENT B.pdf Memo Resolution #123, Series 2024.docx Reso_123_Local Planning Capacity Grant.docx 1 Consent Memo 8OCT2024 CTA Add Services #9 Reso 124-2024.docx 2 Reso 124 of 2024.docx 3 Cushing Terrell CO9 Proposal Document.pdf memo_-_ordinance 18 - sales tax code.doc Ordinance #18 - Tax Code Amendments.docx Exhibit A - Chapter 23.32 - Sales Tax Changes.docx Exhibit B - Chapter 23.56 - Adding Tobacco Tax to Municipal Code.docx Exhibit C - Chapter 23.58 - Relocating and Updating Food Tax Refund Program.docx Exhibit D - Chapter 23.04 - Changes to General Provisions - words and definitions.docx 1. Memo_Armory Hall_10.08.24.docx 2_Exhibit A_Schematic Design Resolution_2024.10.08.docx 2 2 X.B Municipal Court Judge Selection X.C Resolution #130, Series of 2024 - Support of County Ballot Question 1A X.D Resolution #131, Series of 2024 - Support for County Ballot Question 1C XI.Adjournment 3_Exhibit B_Floor Plans and Renderings_2024-09-30.pdf 4_Exhibit C_Resolution 93_2024.pdf 5_Exhibit D_Aspen Armory - Draft Annual Operating Budget.pdf 6_Exhibit E_Public Comment.pdf MuniCourt Judgeship Memo w Attach.pdf Memo re Resolutions regarding County Ballot Questions (10-3-24).docx resolution #130 (Series of 2024) - Support ballot measure 1A (10-3-24).docx Memo re Resolutions regarding County Ballot Questions (10-3-24).docx Resolution #131 (Seires of 2024) - support ballot measure 1C (Final).docx 3 3 MEMORANDUM TO:Mayor and City Council FROM: Daniel Maldonado, Superintendent of Streets THROUGH: Tyler Christoff, Public Works Director MEMO DATE: October 8,2024 MEETING DATE:October 8th, 2024 RE:Contract Approval Resolution #121 Series 2024 for the purchase of Three (3) Hybrid Interceptor Ford Explorers for the Police Department REQUEST OF COUNCIL: The Police Department is seeking Council approval of the contract with Ken Garff Ford Greeley for the purchase of three Hybrid Interceptor Ford Explorers. SUMMARY AND BACKGROUND:The Police Department’s electric vehicle fleet consists of seven Tesla EV-vehicles and two Ford Lightning EV-vehicles. Police staff have conducted an EV pilot program researching and vetting the suitability of electric vehicles to ensure they can meet and sustain the demands of the police package, equipment and operations. While conducting this program over the last few years it was discovered that the Tesla vehicles driver seat does not meet the needs of some staff when equipped with all required issued police gear, making driving uncomfortable and unsafe. While this Tesla model is a viable vehicle for many of Polices operational needs, other alternatives are necessary to meet the full needs of the department. The current Ford Lightning EV-vehicle is still in testing to determine if this is a recommended suitable EV replacement for future replacements. The police Department EV-vehicles consists of half of its Fleet. The Police Department is currently operating a 2015 Ford F-150, 2009 Toyota Highlander and a 2013 Ford Focus. These vehicles are on a 7yr/80000- mile replacement schedule. The current fleet vehicles are past its recommended replacement cycle and starting to wane where reliability is becoming an issue. The maintenance on the current proposed replacement vehicles has had a huge impact to the Police Department as well as the Streets Department. DISCUSSION: This proposed purchase is part of the State bid process. Through this bid process Ken Garff Ford Greeley currently holds the award for the Ford Explorer Interceptor Hybrid vehicles. The Police vehicles are assessed annually as part of the 4 City’s Fleet Program. The City’s Fleet Replacement program ensures City vehicles and equipment are assessed on a periodic basis to ensure maximum value of these assets. This program balances fiscal responsibility, environmental stewardship, and operational readiness. The current vehicles were placed on a 7yr/80,000-mile replacement cycle. The current replacement vehicles are starting to have met or exceeded their operations service life and are in need of replacement due to higher maintenance costs. Due to inflation and the current auto industry shortages, there has been a huge strain on the new car market, specifically the availability for EV’s and Hybrid vehicles. Lead time on these types of vehicles has typically been 8 to 12 months. This lead time does not include the outfitting for the police equipment install nor does this wait time include the graphics. The proposed vehicles are currently on the lot at Ken Garff Ford Greeley. Staff recognize there is still a need to have alternative fuel within the Police fleet, especially for vehicles being driven for everyday patrol shifts. This diversity within the fleet allows staff to respond to agency assists requests that might require staff to stage for long periods of time. Taking these operational needs into account the Police Department would like to move forward with purchasing three Hybrid Ford Explorer Interceptors. Having a common fleet could make repairs and maintenance quick and easy with minimal down time. Throughout the procurement process staff reviewed various vendors and potential alternatives in the current marketplace. Based on product availability, capability, cycle time, and serviceability staff believe the Hybrid Explorer vehicles best meets Aspen’s needs. FINANCIAL IMPACTS: The 2025 Fleet Management plan budgeted $225,000. These funds will be advanced into the 2024 Fleet Management plan during the Fall supplemental process. Proposed Funding: Proposed 2024 Fleet Funding $225,000 Supplemental $15,000 Total Funding $240,000 Proposed Expenditures: (3) 2025 Hybrid Ford Explorers $144,564 Outfitting by AV-Tech $90,000 Total Expenditures $234,564 ENVIRONMENTAL IMPACTS: The City of Aspen continuously works to improve a sustainable fleet management strategy that aims to reduce environmental impacts through a combination of cleaner vehicles and fuels, fuel efficient operation and driving. The new Hybrid Ford Explorers will come with a 3.3L V6 Direct-Injection Hybrid System and a 10-speed transmission. The current tailpipe greenhouse gas emissions are within range with the 50 state emissions compliant range. 5 RECOMMENDATIONS:Staff recommends approval of contract Resolution #121 for the purchase of three Hybrid Ford Explorer Interceptors for the Police Department. CITY MANAGER COMMENTS: 6 RESOLUTION #121 (Series of 2024) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND KEN GARFF FORD GREELEY AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for (3) Ford Hybrid AWD Explorers, between the City of Aspen and Ken Garff Ford Greeley, a true and accurate copy of which is attached hereto as Exhibit “A”; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for (3) Ford Hybrid AWD Explorers, between the City of Aspen and Ken Garff Ford Greeley a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 8th day of October, 2024. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held October 8th, 2024. Nicole Henning, City Clerk 7 10/8/2024 2024-121 8 9 10 11 12 13 14 15 16 17 18 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Client Proposal Prepared by: JOHN WIENEKE Office: 970-616-3721 Email: jwieneke@kengarff.com Date: 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street, Greeley, Colorado, 806348723 Office: 970-506-3600 | Fax: 970-506-3686 1 EXHIBIT A 19 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 As Configured Vehicle Code Description Base Vehicle K8A Base Vehicle Price (K8A) Packages 500A Order Code 500A Includes: - Engine: 3.3L V6 Direct-Injection Hybrid System (136-MPH top speed). - Transmission: 10-Speed Automatic - 3.73 Axle Ratio - GVWR: 6,840 lbs (3,103 kgs) - Tires: 255/60R18 AS BSW - Wheels: 18" x 8" 5-Spoke Painted Black Steel Includes polished stainless steel hub cover and center caps. - Unique HD Cloth Front Bucket Seats w/Vinyl Rear Includes reduced bolsters, 6-way power track driver seat (fore/aft. up/down, tilt with manual recline, 2-way power lumbar), 8-way power track passenger seat with 2-way power recline and 2-way power lumbar and built-in steel intrusion plates in both driver/passenger seatbacks. - Radio: AM/FM/MP3 Capable Includes 100 watt siren/speaker prep kit, clock, 4 speakers, 1 USB port and 8" color LCD screen center-stack smart display, supports Android Auto and Apple CarPlay and fleet telematics modem. - SYNC Phoenix Communication & Entertainment System Includes hands-free voice command support compatible with most Bluetooth connected mobile devices, 911 Assist, VHR, SYNC Services, AppLink, Bluetooth, steering wheel controls, USB port and auxiliary input jack. Powertrain 99W Engine: 3.3L V6 Direct-Injection Hybrid System Late availability. (136-MPH top speed). 44B Transmission: 10-Speed Automatic STDAX 3.73 Axle Ratio STDGV GVWR: 6,840 lbs (3,103 kgs) Wheels & Tires STDTR Tires: 255/60R18 AS BSW STDWL Wheels: 18" x 8" 5-Spoke Painted Black Steel Includes polished stainless steel hub cover and center caps. Seats & Seat Trim 2 20 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 As Configured Vehicle (cont'd) Code Description 9 Unique HD Cloth Front Bucket Seats w/Vinyl Rear Includes reduced bolsters, 6-way power track driver seat (fore/aft. up/down, tilt with manual recline, 2-way power lumbar), 8-way power track passenger seat with 2-way power recline and 2-way power lumbar and built-in steel intrusion plates in both driver/passenger seatbacks. Other Options PAINT Monotone Paint Application 119WB 119" Wheelbase STDRD Radio: AM/FM/MP3 Capable Allows data to be provided to support Ford Pro telematics and data services via optional subscription, including but not limited to vehicle location, speed, idle time, fuel, vehicle diagnostics and maintenance alerts. Device enables optional telematics services through Ford or authorized providers via paid subscription. Subscribe at https://fordpro.com/en-us/telematics/ or call 1-833-811- FORD (3673). Includes 100 watt siren/speaker prep kit, clock, 4 speakers, 1 USB port and 8" color LCD screen center-stack smart display, supports Android Auto and Apple CarPlay and fleet telematics modem. Includes: - SYNC Phoenix Communication & Entertainment System Includes hands-free voice command support compatible with most Bluetooth connected mobile devices, 911 Assist, VHR, SYNC Services, AppLink, Bluetooth, steering wheel controls, USB port and auxiliary input jack. 66A Front Headlamp Lighting Solution Recommend using ultimate wiring package (67U). Includes LED low beam/high beam headlamp, wig-wag function and (2) red/blue/white LED side warning lights in each headlamp (factory configured: driver's side white/red/passenger side white/blue). Wiring and LED lights included (in headlamps only; grille lights not included). Controller not included. Includes: - Grille LED Lights, Siren & Speaker Pre-Wiring 153 Front License Plate Bracket 51R Driver Only LED Bulb Spot Lamp (Unity) 87M 8" Rear Camera Image In upper lefthand quadrant of display. 1/4 size picture in picture. 52P Hidden Door-Lock Plunger Includes: - Rear-Door Controls Inoperable 3 21 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 As Configured Vehicle (cont'd) Code Description Locks, handles and windows. Can manually remove window or door disable plate with special tool. Locks/windows operable from driver's door switches. 68G Rear-Door Controls Inoperable Locks, handles and windows. Can manually remove window or door disable plate with special tool. Locks/windows operable from driver's door switches. 18D Global Lock/Unlock Feature Door-panel switches will lock/unlock all doors and rear liftgate. Eliminates the 45-second liftgate lock release + paitro timer. Overhead liftgate button and blue liftgate release button on key fob will not have any function when pressed with this option. 60R Noise Suppression Bonds (Ground Straps) Emissions 425 50-State Emissions System Flexible Fuel Vehicle (FFV) system is standard equipment for vehicles equipped with the 3.3L V6 Direct-Injection engine. Exterior Color UM_01 Agate Black Interior Color 9W_01 Charcoal Black w/Unique HD Cloth Front Bucket Seats w/Vinyl Rear 4 22 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs Dimensions • Conventional Capacity: 5,000 lbs. • Vehicle body length: 198.8" • Vehicle body width: 82.6" • Vehicle body height: 69.3" • Wheelbase: 119.1" • Front track: 66.9" • Rear track: 66.9" • Interior rear cargo volume: 52.0 cu.ft. • Interior rear cargo volume with seats folded: 90.3 cu.ft. • Max interior rear cargo volume: 90.3 cu.ft. • Total passenger volume: 118.0 cu.ft. • Headroom first-row: 40.7" • Headroom second-row: 40.4" • Leg room first-row: 43.0" • Leg room second-row: 40.7" • Shoulder room first-row: 61.8" • Shoulder room second-row: 61.3" • Hip room first-row: 59.3" • Hip room second-row: 59.1" Powertrain • 3.3L V-6 port/direct injection, DOHC, variable valve control, engine with 285HP • Engine cylinders: V-6 • Spark ignition system • Horsepower: 285 HP@6500 RPM • Torque: 260 lb.-ft.@4000 RPM • Engine oil cooler • Heavy-duty radiator • Hybrid electric motor starter • 10-speed automatic • Automatic full-time AWD • All-wheel drive • Recommended fuel: regular unleaded • Easy Fuel capless fuel filler • All-speed ABS and driveline traction control • Permanent locking hub control • 318.0 hybrid net horsepower • Hybrid torque 322.0 lbs.-ft. Fuel Economy and Emissions • Gasoline secondary fuel type • ULEV II emissions Suspension and Handling • Standard ride suspension • Gas-pressurized front shock absorbers • Gas-pressurized rear shock absorbers Driveability • 4-wheel disc brakes • Front and rear ventilated disc brakes • 4-wheel antilock (ABS) brakes • Four channel ABS brakes • Regenerative brakes • Brake assist system • Hill start assist • Independent front suspension • Strut front suspension • Front anti-roll bar • Front coil springs • Independent rear suspension • Multi-link rear suspension • Rear anti-roll bar • Electric power-assist steering system • Rack-pinion steering • 2-wheel steering system Body Exterior • Trailer wiring harness • 4 doors • Clearcoat paint • Monotone paint • Body-coloured bodyside cladding • Black wheel well trim • Black side window trim • Black windshield trim • Black door handles • Body-coloured front bumper • Black front bumper rub strip • Front tow hook • Body-coloured rear bumper • Black rear bumper rub strip • Black grille • Black door mirrors * Exterior mirror LED spot lights • Standard style side mirrors • Convex spotter in driver and passenger side door mirrors • Conventional left rear passenger door • Conventional right rear passenger door • Liftgate rear cargo door • P255/60RW18 AS BSW front and rear tires • 18 x 8-inch front and rear black steel wheels Convenience • Power door locks • Keyfob activated front door locks • Power tailgate/rear door lock • Cruise control with steering wheel mounted controls • Day/Night rearview mirror • Power first-row windows • Cargo area tray/organizer • Driver foot rest • Power cargo area access release • Fixed interval rear windshield wipers • Heated rear wiper park • Rear window defroster • Fixed rear windshield • Locking glove box • 2 beverage holders • Driver and passenger door bins • Dashboard storage • Retained accessory power • PRND in IP • Trip computer Comfort 5 23 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) • Automatic climate control • Dual-zone front climate control • Rear climate control system • Cabin air filter • Rear under seat climate control ducts • Cloth headliner material • Full headliner coverage • Full vinyl floor covering • Full floor coverage • Vinyl rear seat upholstery • Carpet rear seatback upholstery • Manual tilting steering wheel • Manual telescopic steering wheel • Urethane steering wheel Seats and Trim • Seating capacity: 5 • Bucket front seats • Driver seat with 8-way directional controls • Front passenger seat with 8-way directional controls • Height adjustable front seat head restraints • Manual front seat head restraint control • Manual reclining driver seat • Power height adjustable driver seat • Power driver seat fore/aft control • Power driver seat cushion tilt • Power reclining passenger seat • Power height adjustable control passenger seat • Power passenger seat fore/aft control • Power passenger seat cushion tilt • Fixed rear seats • Split-bench rear seat • Height adjustable rear seat head restraints • Driver seat with 2-way power lumbar • Front passenger seat with 2-way power lumbar • Cloth front seat upholstery Entertainment Features • 1 total number of 1st row displays • 8 inch primary LCD display • Primary touchscreen display • AM/FM stereo radio • In- vehicle audio • AM radio • FM radio • Seek scan • Auxiliary input jack • External memory control • Speakers number: 4 • Standard grade speakers • Steering wheel mounted audio controls • Voice activated audio controls • Speed sensitive volume • Wireless audio streaming • Integrated roof audio antenna Lighting, Visibility and Instrumentation • Metal-look instrument panel insert • Digital/analog instrumentation display • Trip odometer • In-radio display clock • Driver information center • Redundant digital speedometer • Gauge cluster display size (inches): 12.30 • Tachometer • Engine/electric motor temperature gauge • Engine hour meter • Traction battery level gauge • Deep tinted windows • Projector beam headlights • LED low and high beam headlights • Auto on/off headlight control • Multiple enclosed headlights • Variable intermittent front windshield wipers • Speed sensitive wipers • Front reading lights • Rear reading lights • Variable instrument panel light • High mounted center stop light • LED brake lights • Fade interior courtesy lights Technology and Telematics • Vehicle integrated emergency SOS system • Bluetooth handsfree wireless device connectivity • Smart device mirroring • Fleet Telematics Modem selective service internet access • 2 USB ports Safety and Security • Driver front impact airbag • Seat mounted side impact driver airbag • Curtain first and second-row overhead airbags • Passenger front impact airbag • Seat mounted side impact front passenger airbag • Airbag occupancy sensor • Passenger side knee airbag • 7 airbags • Rear seat center 3-point seatbelt • Front height adjustable seatbelts • Front seatbelt pretensioners • 2 seatbelt pre-tensioners • Fleet Telematics Modem vehicle tracker • Security system • BLIS (Blind Spot Information System) • Pre-Collision Assist with Pedestrian Detection • Rear Cross-Traffic Braking collision mitigation • Pre- Collision Assist with Pedestrian Detection • External acoustic pedestrian alert • Rear camera with washer • Electronic stability control system with anti-roll • Reverse Sensing System rear parking sensors • Manual rear child safety door locks Dimensions 6 24 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) General Weights Curb weight5,090 lbs.GVWR6,840 lbs. Payload1,670 lbs. Trailering Weights Conventional capacity5,000 lbs. Off Road Min ground clearance7.6"Loading floor height30.9 " Approach angle19.3 Departure angle21.4 Exterior Measurements Vehicle body length198.8"Vehicle body width82.6" Vehicle body height69.3"Wheelbase119.1" Front track66.9"Rear track66.9" Interior Measurements Interior rear cargo volume52.0 cu.ft.Max interior rear cargo volume90.3 cu.ft. Interior cargo area max width47.9 "Interior rear cargo volume with seats folded90.3 cu.ft. Length to rear seat46.2 " Interior Volume Total passenger volume118.0 cu.ft. Headroom Headroom first-row40.7"Headroom second-row40.4" Legroom Leg room first-row43.0"Leg room second-row40.7" Shoulder Room Shoulder room first-row61.8"Shoulder room second-row61.3" Hip Room Hip room first-row59.3"Hip room second-row59.1" Powertrain Engine Engine3.3L V-6 port/direct injection, DOHC, variable valve control, engine with 285HP Valves per cylinder4 Engine cylindersV-6 Engine locationFront mounted engine IgnitionSpark ignition system Engine mounting directionLongitudinal mounted engine Engine block materialIron engine block Cylinder head materialAluminum cylinder head 7 25 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) Engine Specs Displacement3.3L cc204 cu.in. Bore3.56"Stroke3.41" Compression ratio12.0 Engine Power Horsepower285 HP@6500 RPM Torque260 lb.-ft.@4000 RPM Alternator Alternator amps220A Alternator typeHybrid electric motor alternator Battery Battery amps92Ah Battery typeHD lead acid battery Battery rating850CCA Engine Extras Engine coolerEngine oil cooler RadiatorHeavy-duty radiator StarterHybrid electric motor starter Transmission Transmission10-speed automatic Transmission electronic controlTransmission electronic control Overdrive transmissionOverdrive transmission Lock-up transmissionLock-up transmission First gear ratio4.696 Second gear ratio2.985 Third gear ratio2.146 Fourth gear ratio1.769 Fifth gear ratio1.52 Sixth gear ratio1.275 Reverse gear ratio4.866 Seventh gear ratio1 Eighth gear ratio0.854 Ninth gear ratio0.689 Tenth gear ratio0.636 Selectable mode transmissionSelectable mode transmission Transmission oil coolerTransmission oil cooler Drive Type 4WD typeAutomatic full-time AWD Drive typeAll-wheel drive Drivetrain Axle ratio3.73 Exhaust TailpipeStainless steel dual exhaust Fuel Fuel typeregular unleaded Fuel Tank Capless fuel fillerEasy Fuel capless fuel filler Fuel tank capacity18.99 gal. 8 26 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) Drive Feature Traction controlAll-speed ABS and driveline traction control Locking hub controlPermanent locking hub control Electric Powertrain Hybrid torqueHybrid torque 322.0 lbs.-ft.Hybrid net horsepower318.0 hybrid net horsepower Number of electric motors1 Electric powertrainHEV (hybrid electric vehicle) Electric Vehicle Battery Pack Traction battery typelithium ion Provisions ProvisionsPolice/fire provisions Fuel Economy and Emissions Fuel Economy Secondary fuel typeGasoline secondary fuel type Emissions EmissionsULEV II emissions Emissions tiersTier 2 Bin 5 emissions Suspension and Handling Suspension SuspensionStandard ride suspension Front shock absorbersGas-pressurized front shock absorbers Rear shock absorbersGas-pressurized rear shock absorbers Driveability Brakes Brake type4-wheel disc brakes Ventilated brakesFront and rear ventilated disc brakes ABS brakesFour channel ABS brakes ABS brakes4-wheel antilock (ABS) brakes Brake Assistance Hill start assistHill start assist Brake assist systemBrake assist system Front Suspension Anti-roll bar frontFront anti-roll bar Suspension ride type frontIndependent front suspension Suspension type frontStrut front suspension 9 27 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) Front Spring Regular front springsRegular front springs Springs frontFront coil springs Rear Spring Springs rearRear coil springs Rear springsRegular grade rear springs Rear Suspension Anti-roll bar rearRear anti-roll bar Suspension type rearMulti-link rear suspension Suspension ride type rearIndependent rear suspension Steering SteeringElectric power-assist steering system Steering typeRack-pinion steering Steering type number of wheels2-wheel steering system Exterior Front Wheels Front wheels diameter18"Front wheels width8" Rear Wheels Rear wheels diameter18"Rear wheels width8" Front And Rear Wheels Appearanceblack Materialsteel Front Tires Aspect60 Diameter18" SidewallsBSW SpeedW TreadAS TypeP Width255mm Rear Tires Aspect60 Diameter18" SidewallsBSW SpeedW TreadAS TypeP Width255mm Body Exterior Trailering Towing capabilityTrailer towing capability Towing classClass III tow rating Towing hitchTrailer hitch Towing wiring harnessTrailer wiring harness Exterior Features 10 28 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) Number of doors4 doors *License plate front bracketFront license plate bracket Body Body panelsGalvanized steel and aluminum body panels with side impact beams Mirrors Convex spotterConvex spotter in driver and passenger side door mirrors Spare Tire Spare tireFull-size spare tire with steel wheel Spare tire locationSpare tire mounted under the cargo floor Aerodynamics SpoilerRear lip spoiler Wheels Wheel coversWheel hub covers Convenience Door Locks Door locksPower door locks Keyfob door locksKeyfob activated front door locks Tailgate controlPower tailgate/rear door lock Cruise Control Cruise controlCruise control with steering wheel mounted controls Rear View Mirror Day/Night rearview mirrorDay/Night rearview mirror Exterior Mirrors Door mirrorsPower door mirrors Folding door mirrorsManual folding door mirrors Front Side Windows First-row windowsPower first-row windows Overhead Console Overhead consoleMini overhead console Overhead console storageOverhead console storage Driver Visor Visor driver mirrorDriver visor mirror 11 29 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) Passenger Visor Visor passenger mirrorPassenger visor mirror Power Outlets 12V power outlets2 12V power outlets Cargo Features Cargo tie downsCargo area tie downs Cargo lightCargo area light Cargo Trim Cargo floor typeCarpet cargo area floor Trunk lid trimPlastic trunk lid trim Pedals Driver foot restDriver foot rest Remote Releases Cargo accessPower cargo area access release Rear Windshield Rear window defrosterRear window defroster Rear windshieldFixed rear windshield Rear windshield wipersFixed interval rear windshield wipers Heated wiper areaHeated rear wiper park Storage Door bins frontDriver and passenger door bins Number of beverage holders2 beverage holders Glove boxLocking glove box Dashboard storageDashboard storage Windows Feature One-touch up windowDriver and passenger one-touch up windows One-touch down windowDriver and passenger one-touch down windows Windows Rear Side Second-row windowsPower second-row windows Third-row windowsFixed third-row windows Miscellaneous Trip computerTrip computer PRND in IPPRND in IP Accessory powerRetained accessory power Comfort Climate Control Climate controlAutomatic climate control Dual-zone front climate controlDual-zone front climate control Cabin air filterCabin air filter Rear climate controlRear climate control system 12 30 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) Rear under seat ductsRear under seat climate control ducts Headliner Headliner materialCloth headliner material Headliner coverageFull headliner coverage Door Trim Door panel insertMetal-look door panel insert Floor Trim Floor coveringFull vinyl floor covering Floor coverageFull floor coverage Second-Row Seat Trim Rear seat upholsteryVinyl rear seat upholstery Rear seatback upholsteryCarpet rear seatback upholstery Steering Wheel Steering wheel telescopicManual telescopic steering wheel Steering wheel materialUrethane steering wheel Steering wheel tiltManual tilting steering wheel Seats and Trim Seat Capacity Seating capacity5 Front Seats Driver seat directionDriver seat with 8-way directional controls Height adjustable driver seatPower height adjustable driver seat Driver seat fore/aft controlPower driver seat fore/aft control Driver seat cushion tiltPower driver seat cushion tilt Passenger seat directionFront passenger seat with 8-way directional controls Split front seatsBucket front seats Reclining passenger seatPower reclining passenger seat Height adjustable passenger seatPower height adjustable control passenger seat Passenger seat fore/aft controlPower passenger seat fore/aft control Passenger seat cushion tiltPower passenger seat cushion tilt Front head restraintsHeight adjustable front seat head restraints Front head restraint controlManual front seat head restraint control Reclining driver seatManual reclining driver seat Rear Seats Bench seatsSplit-bench rear seat Rear seats fixed or removableFixed rear seats Folding second-row seats35-30-35 folding rear seats Rear seat directionFront facing rear seat Rear seat folding positionFold forward rear seatback Rear head restraintsHeight adjustable rear seat head restraints 13 31 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) Rear head restraint controlManual rear seat head restraint control Number of rear head restraints3 rear seat head restraints Lumbar Seats Driver lumbarDriver seat with 2-way power lumbar Front passenger lumbarFront passenger seat with 2-way power lumbar Front Seat Trim Front seat upholsteryCloth front seat upholstery Front seatback upholsteryVinyl front seatback upholstery Interior Accents Interior accentsMetal-look interior accents Gearshifter Material Gearshifter materialUrethane gear shifter material Entertainment Features LCD Displays Primary touchscreen displayPrimary touchscreen display Number of first-row LCD displays1 total number of 1st row displays LCD primary display size8 inch primary LCD display Radio Features Aux input jackAuxiliary input jack External memoryExternal memory control Seek scanSeek scan Speakers SpeakersStandard grade speakers Speakers number4 Audio Features Steering mounted audio controlSteering wheel mounted audio controls Speed sensitive volumeSpeed sensitive volume Voice activated audioVoice activated audio controls Wireless streamingWireless audio streaming Lighting, Visibility and Instrumentation Instrument Panel Trim Panel insertMetal-look instrument panel insert Instrumentation Trip odometerTrip odometer Instrumentation displayDigital/analog instrumentation display 14 32 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) Instrumentation Displays SpeedometerRedundant digital speedometer Driver information centerDriver information center ClockIn-radio display clock Instrumentation Gauges TachometerTachometer Traction battery level gaugeTraction battery level gauge Engine/electric motor temperature gaugeEngine/electric motor temperature gauge Gauge cluster display size (inches)12.30 Engine hour meterEngine hour meter Instrumentation Warnings Engine temperature warningEngine temperature warning Oil pressure warningOil pressure warning Low fuel warningLow fuel warning Low washer fluid warningLow washer fluid warning Low brake fluid warningLow brake fluid warning Battery charge warningBattery charge warning Headlights on reminderHeadlights on reminder Key in vehicle warningKey in vehicle warning Door ajar warningDoor ajar warning Trunk warningRear cargo ajar warning Service interval warningService interval indicator Low tire pressure warningTire specific low air pressure warning Glass Tinted windowsDeep tinted windows Headlights HeadlightsLED low and high beam headlights Headlight typeProjector beam headlights Auto headlightsAuto on/off headlight control Multiple headlightsMultiple enclosed headlights Front Windshield WipersVariable intermittent front windshield wipers Speed sensitive wipersSpeed sensitive wipers Interior Lighting Variable panel lightVariable instrument panel light Front reading lightsFront reading lights Rear reading lightsRear reading lights Lights Interior courtesy lightsFade interior courtesy lights LED brake lightsLED brake lights High mount stop lightHigh mounted center stop light 15 33 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) Technology and Telematics Connectivity HandsfreeBluetooth handsfree wireless device connectivity Smart device integrationSmart device mirroring Emergency SOSVehicle integrated emergency SOS system Internet Access Internet accessFleet Telematics Modem selective service internet access USB Ports USB ports2 USB ports Safety and Security Airbags Front impact airbag driverDriver front impact airbag Number of airbags7 airbags Front impact airbag passengerPassenger front impact airbag Knee airbagPassenger side knee airbag Front side impact airbag driverSeat mounted side impact driver airbag Front side impact airbag passengerSeat mounted side impact front passenger airbag Occupancy sensorAirbag occupancy sensor Overhead airbagsCurtain first and second-row overhead airbags Seatbelts 3-point seatbeltRear seat center 3-point seatbelt Height adjustable seatbeltsFront height adjustable seatbelts Seatbelt pretensionersFront seatbelt pretensioners Seatbelt pretensioners number2 seatbelt pre- tensioners Security System Vehicle trackerFleet Telematics Modem vehicle tracker Security systemSecurity system Active Driving Assistance Blind spotBLIS (Blind Spot Information System) Forward collision warningPre-Collision Assist with Pedestrian Detection Rear collision warningRear Cross-Traffic Braking collision mitigation Pedestrian detectionPre-Collision Assist with Pedestrian Detection External acoustic pedestrian alertExternal acoustic pedestrian alert Cameras 16 34 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Selected Equip & Specs (cont'd) Rear cameraRear camera with washer Traction Control Electronic stability controlElectronic stability control system with anti-roll Parking Sensors Parking sensorsReverse Sensing System rear parking sensors Occupant Safety Child door locksManual rear child safety door locks 17 35 Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer’s computer system. See salesperson for the most current information. Prepared by: JOHN WIENEKE 03/18/2024 Ken Garff Ford Greeley | 4901 29th Street Greeley Colorado | 806348723 2025 Police Interceptor Utility AWD Base (K8A) Price Level: 515 Warranty Standard Warranty Basic Warranty Basic warranty36 months/36,000 miles Powertrain Warranty Powertrain warranty60 months/100,000 miles Corrosion Perforation Corrosion perforation warranty60 months/unlimited Roadside Assistance Warranty Roadside warranty60 months/60,000 miles Hybrid/Electric Components Warranty Hybrid/electric components warranty96 months/100,000 miles 18 36 CMS # 185153 Contract Number: 185153 Page 1 of 24 Version 062020 STATE OF COLORADO PRICE AGREEMENT SIGNATURE AND COVER PAGE State Agency Department of Personnel and Administration, State Purchasing and Contracts Office Contract Number 185153 Contractor KGA-FLG LLC dba Ken Garff Ford Greeley Contract Performance Beginning Date Later of July 7, 2023 or the Effective Date Contract Description 2024 or Newer Vehicles Initial Contract Expiration Date September 30, 2024 THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to bind the Party authorizing his or her signature. CONTRACTOR KGA-FLG LLC dba Ken Garff Ford Greeley ______________________________________________ By: John Wieneke, Commercial Account Manager Date: _________________________ STATE OF COLORADO Jared Polis, Governor Department of Personnel and Administration, State Purchasing and Contracts Office Tony Gherardini, Executive Director ______________________________________________ By: John Chapman, State Purchasing Manager Date: _________________________ In accordance with §24-30-202, C.R.S., this Contract is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By:___________________________________________ Effective Date:_____________________ DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 7/7/2023 7/7/2023 7/7/2023 Nathan Manley 37 CMS # 185153 Contract Number: 185153 Page 2 of 24 Version 062020 TABLE OF CONTENTS SIGNATURE AND COVER PAGE ......................................................................................... 1 1. PARTIES ................................................................................................................................... 2 2. TERM AND EFFECTIVE DATE ............................................................................................. 2 3. AUTHORITY ............................................................................................................................ 4 4. PURPOSE .................................................................................................................................. 4 5. DEFINITIONS .......................................................................................................................... 4 6. STATEMENT OF WORK ........................................................................................................ 7 7. PAYMENTS TO CONTRACTOR ........................................................................................... 7 8. RESERVED ............................................................................................................................... 8 9. REPORTING - NOTIFICATION ............................................................................................. 8 10. CONTRACTOR RECORDS ..................................................................................................... 8 11. CONFIDENTIAL INFORMATION-STATE RECORDS ........................................................ 9 12. CONFLICTS OF INTEREST .................................................................................................. 11 13. INSURANCE .......................................................................................................................... 11 14. BREACH ................................................................................................................................. 14 15. REMEDIES ............................................................................................................................. 14 16. DISPUTE RESOLUTION ....................................................................................................... 17 17. NOTICES AND REPRESENTATIVES ................................................................................. 17 18. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ........................................ 17 19. GOVERNMENTAL IMMUNITY .......................................................................................... 18 20. STATEWIDE CONTRACT MANAGEMENT SYSTEM ..................................................... 18 21. GENERAL PROVISIONS ...................................................................................................... 18 22. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ....................... 22 EXHIBIT A, GENERAL WORK REQUIREMENTS .............................................................. 1 EXHIBIT B, STATEMENT OF WORK ................................................................................... 1 EXHIBIT C, VEHICLE AND PRICE LIST ............................................................................. 1 EXHIBIT D, HIPAA BUSINESS ASSOCIATE AGREEMENT ............................................. 1 1. PARTIES This Contract is entered into by and between Contractor named on the Signature and Cover Page for this Contract (the “Contractor”), and the STATE OF COLORADO acting by and through the State agency named on the Signature and Cover Page for this Contract (the “State”). Contractor and the State agree to the terms and conditions in this Contract. 2. TERM AND EFFECTIVE DATE A. Effective Date This Contract shall not be valid or enforceable until the Effective Date. The State shall not be bound by any provision of this Contract before the Effective Date, and shall have no obligation to pay Contractor for any Work performed or expense incurred before the Effective Date or after the expiration or sooner termination of this Contract. B. Initial Term The Parties’ respective performances under this Contract shall commence on the Contract Performance Beginning Date shown on the Signature and Cover Page for this Contract and shall terminate on the Initial Contract Expiration Date shown on the Signature and Cover DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 38 CMS # 185153 Contract Number: 185153 Page 3 of 24 Version 062020 Page for this Contract (the “Initial Term”) unless sooner terminated or further extended in accordance with the terms of this Contract. C. Extension Terms - State’s Option i. The Parties may extend the Term of this Contract by written amendment executed by the Parties and approved by the State Controller prior to the termination of the Contract on September 30, 2024. ii. Continuation of this Contract beyond the initial term is not a right of the Contractor. The State may enter into an amendment to extend the Term when such extension is clearly in the best interest of the State. D. End of Term Extension If this Contract approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion, upon written notice to Contractor as provided in §17, may unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months (an “End of Term Extension”), regardless of whether additional Extension Terms are available or not. The provisions of this Contract in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement contract or modification extending the total term of this Contract. E. Order Term Orders may only be placed prior to the expiration or earlier termination of this Contract, but may have a delivery date or performance period that extends no longer than 300 calendar days following that expiration or earlier termination date. Regardless of whether this Contract has expired or has been terminated, the Contractor shall comply with all Orders that extend past the expiration or termination, as described in this section, and all requirements of this Contract necessary to complete all outstanding Orders shall survive the expiration or termination of this Contract until all such Orders are complete. F. Early Termination in the Public Interest The State is entering into this Contract to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Contract ceases to further the public interest of the State, the State, in its discretion, may terminate this Contract in whole or in part. This subsection shall not apply to a termination of this Contract by the State for breach by Contractor, which shall be governed by §15.A.i. i. Method and Content The State shall notify Contractor of such termination in accordance with §17. The notice shall specify 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 for termination in the public interest, Contractor shall be subject to the rights and obligations set forth in §15.A.i.a. iii. Payments If the State terminates this Contract in the public interest, the Purchasing Entities shall pay Contractor according to their orders with the Contractor. The sum of any and all DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 39 CMS # 185153 Contract Number: 185153 Page 4 of 24 Version 062020 payments shall not exceed the maximum amount payable to Contractor under each order. 3. AUTHORITY Authority to enter into this Contract exists in §24-102-202, C.R.S. and 1 CCR 101-9 R-24-102- 202-01. 4. PURPOSE The Parties are entering into this Contract for the Contractor to provide 2024 or Newer Vehicles to Purchasing Entities. The Contractor was selected as a result of ITN-SPCO-AR-23-05. 5. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S. B. “Business Interruption” means any event that disrupts Contractor’s ability to complete the Work for a period of time, and may include, but is not limited to a Disaster, power outage, strike, loss of necessary personnel or computer virus. C. “Ceiling Price” means the maximum price Contractor or a Subcontractor may charge for a Good or Service under this Contract. D. “Chief Procurement Officer” means the individual to whom the Executive Director has delegated his or her authority pursuant to §24-102-202, C.R.S. to procure or supervise the procurement of all supplies and services needed by the state. E. “CJI” means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended and all Criminal Justice Records as defined under §24-72-302, C.R.S. F. “Contract” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. G. “Contract Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by a Purchasing Entity for Orders placed under this Contract. H. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S. I. “Disaster” means an event that makes it impossible for Contractor to perform the Work out of its regular facility or facilities, and may include, but is not limited to, natural disasters, fire or terrorist attacks. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 40 CMS # 185153 Contract Number: 185153 Page 5 of 24 Version 062020 J. “End of Term Extension” means the time period defined in §2.D. K. “Environmentally Preferable Products” means products that have a lesser or reduced adverse effect on human health and the environment when compared with competing products that serve the same purpose, as defined in §24-103-904, C.R.S. L. “Effective Date” means the date on which this Contract is approved and signed by the Colorado State Controller or designee, as shown on the Signature and Cover Page for this Contract. M. “Exhibits” means the following exhibits attached to this Contract: i. Exhibit A, General Requirements. ii. Exhibit B, Statement of Work. iii. Exhibit C, Vehicle and Price List iv. Exhibit D, HIPAA Business Associate Agreement N. “Extension Term” means the time period defined in §2.C O. “Goods” means any movable material acquired, produced, or delivered by Contractor as set forth in this Contract and shall include any movable material acquired, produced, or delivered by Contractor in connection with the Services. P. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a State system or State Information regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent. Q. “Initial Term” means the time period defined in §2.B R. “Order” means any delivery order, purchase order, contract, agreement or other binding document used by a Purchasing Entity to order the Goods and Services described in this Contract from the Contractor, and shall include any modification to such a document. S. “Party” means the State or Contractor, and “Parties” means both the State and Contractor. T. “Purchasing Entity” means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entities. U. “PCI” means payment card information including any data related to credit card holders’ names, credit card numbers, or the other credit card information as may be protected by state or federal law. V. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual‘s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 41 CMS # 185153 Contract Number: 185153 Page 6 of 24 Version 062020 information. PII includes, but is not limited to, all information defined as personally identifiable information in §24-72-501, C.R.S. W. “PHI” means any protected health information, including, without limitation any information whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. PHI includes, but is not limited to, any information defined as Individually Identifiable Health Information by the federal Health Insurance Portability and Accountability Act. X. “Services” means the services to be performed by Contractor as set forth in this Contract, and shall include any services to be rendered by Contractor in connection with the Goods. Y. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PCI, PHI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. Z. “State Fiscal Rules” means that fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S.. AA. “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. BB. “State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. CC. “Subcontractor” means third-parties, if any, engaged by Contractor to aid in performance of the Work. The term “Subcontractor” includes, without limitation, any dealers, distributors, partners or resellers engaged by the Contractor to perform the Work. DD. “Tax Information” means federal and State of Colorado tax information including, without limitation, federal and State tax returns, return information, and such other tax-related information as may be protected by federal and State law and regulation. Tax Information includes, but is not limited to all information defined as federal tax information in Internal Revenue Service Publication 1075. EE. “Work” means the Goods delivered and Services performed pursuant to this Contract. FF. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Contract that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 42 CMS # 185153 Contract Number: 185153 Page 7 of 24 Version 062020 6. STATEMENT OF WORK Contractor shall complete the Work as described in this Contract and in accordance with the provisions of Exhibits A and B and any Order. 7. PAYMENTS TO CONTRACTOR A. Payments Under Orders i. Each Purchasing Entity will make its own payments under any Order that it enters into. The State shall not be liable to Contractor for any payments due under any Order unless the State is a party to that Order. ii. Contractor shall allow the State and Purchasing Entities to use a procurement card or other credit card to make payments under any Order, in addition to any other payment procedure available to the State or Purchasing Entity. Effective July 1, 2022, per C.R.S. § 5-2-212, merchants are now allowed to add a surcharge to credit card transactions. The surcharge can be a maximum of 2% the transaction amount and does not apply to debit cards. To cover the cost of processing a credit or charge card transaction, and pursuant to section §5-2-212, Colorado Revised Statutes, a seller or lessor may impose a processing surcharge in an amount not to exceed 2% of the total payment made for goods or services purchased or leased by use of a credit or charge card. iii. The State shall not pay any amount to Contractor under this Contract unless the state issues an Order, at which time it shall pay Contractor in accordance with that Order. The State shall not be responsible for payment under any Order that is i ssued by a Purchasing Entity that is not the State, and the Contractor shall seek no payment or other compensation from the State for any Work performed under any Order issued by and Purchasing Entity that is not the State. B. Payment Procedures i. Invoices Contractor shall invoice each Purchasing Entity in accordance with that Purchasing Entity’s Order. Contractor shall not invoice the State under any Order unless the State is a party to that Order. Contractor shall allow State and Purchasing Entities a minimum of thirty (30) days after receipt of an invoice to pay for products or Services provided by Contractor. State law and regulations provide that State payments made within forty-five (45) days are not considered delinquent, and unless otherwise agreed, State and Purchasing Entities will pay interest on any unpaid balance beginning on the 46th day at the rate of one (1) percent per month on any unpaid balance until paid in full; provided, however, that interest shall not accrue on unpaid amounts that are the subject of a good faith dispute regarding the obligation to pay all or a portion of the liability. Contractor shall invoice State and Purchasing Entities separately for accrued interest on delinquent amounts due. §24-30-202(24) C.R.S. ii. Payment Disputes Unless different procedures are specified in an Order, if Contractor disputes any calculation, determination or amount of any payment, Contractor shall notify the Purchasing Entity issuing the Order in writing of its dispute within 30 days following the earlier to occur of Contractor’s receipt of the payment or notification of the DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 43 CMS # 185153 Contract Number: 185153 Page 8 of 24 Version 062020 determination or calculation of the payment by that Purchasing Entity. The Purchasing Entity will review the information presented by Contractor and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the Purchasing Entity’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the Purchasing Entity has concluded its review, and the Purchasing Entity shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iii. Discount and Delinquency Period Any applicable cash discount period or delinquency period for the amounts shown on an invoice shall begin on the date of the Purchasing Entity’s approval of that invoice, or from the date of receipt of acceptable Goods or Services at the specified destination by an authorized Purchasing Entity representative, whichever is later. 8. RESERVED 9. REPORTING - NOTIFICATION A. Litigation Reporting If Contractor is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Contract or may affect Contractor’s ability to perform its obligations under this Contract, Contractor shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s principal representative identified in §17. B. Performance Outside the State of Colorado or the United States, §24-102-206, C.R.S. To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor shall provide written notice to the State, in accordance with §17, within 20 days following the earlier to occur of Contractor’s decision to perform Services outside of the State of Colorado or the United States, or its execution of an agreement with a Subcontractor to perform, Services outside the State of Colorado or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado or the United States and the reason why it is necessary or advantageous to perform such Services at such location or locations, and such notice shall be a public record. Knowing failure by Contractor to provide notice to the State under this §9.B shall constitute a breach of this Contract. This §9.B shall not apply if the Contract Funds include any federal funds. 10. CONTRACTOR RECORDS A. Maintenance Contractor shall maintain a file of all documents, records, communications, notes and other materials relating to the Work (the “Contractor Records”). Contractor Records shall include all documents, records, communications, notes and other materials maintained by Contractor that relate to any Work performed by Subcontractors, and Contractor shall maintain all records related to the Work performed by Subcontractors required to ensure proper performance of that Work. Contractor shall maintain Contractor Records until the last to occur of: (i) the date 3 years after the date this Contract expires or is terminated, (ii) final payment under this Contract is made, (iii) the resolution of any pending Contract matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit is pending, the DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 44 CMS # 185153 Contract Number: 185153 Page 9 of 24 Version 062020 date such audit is completed and its findings have been resolved (the “Record Retention Period”). B. Inspection Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe Contractor Records during the Record Retention Period. Contractor shall make Contractor Records available during normal business hours at Contractor’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State, in its discretion, may monitor Contractor’s performance of its obligations under this Contract using procedures as determined by the State. The State shall monitor Contractor’s performance in a manner that does not unduly interfere with Contractor’s performance of the Work. D. Final Audit Report Contractor shall promptly submit to the State a copy of any final audit report of an audit performed on Contractor’s records that relates to or affects this Contract or the Work, whether the audit is conducted by Contractor or a third party. 11. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Contractor shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Contract, permitted by law or approved in Writing by the State. Contractor shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines including, without limitation: (i) the most recently promulgated IRS Publication 1075 for all Tax Information, (ii) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business Associate Addendum attached to this Contract. Contractor shall immediately forward any request or demand for State Records to the State’s principal representative. B. Other Entity Access and Nondisclosure Agreements Contractor may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Contract. Contractor shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Contract, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 45 CMS # 185153 Contract Number: 185153 Page 10 of 24 Version 062020 Contractor shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use, Security, and Retention Contractor shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Contractor shall provide the State with access, subject to Contractor’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Contract, Contractor shall return State Records provided to Contractor or destroy such State Records and certify to the State that it has done so, as directed by the State. If Contractor is prevented by law or regulation from returning or destroying State Confidential Information, Contractor warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Contractor becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Contractor can establish that none of Contractor or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Contractor shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Contractor shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan in its sole discretion, and Contractor shall make all modifications as directed by the State. If Contractor cannot produce its analysis and plan within the allotted time, the State, in its discretion, may perform such analysis and produce a remediation plan, and Contractor shall reimburse the State for the actual costs thereof. The State may, in its sole discretion and at Contractor’s sole expense, require Contractor to engage the services of an independent, qualified, State-approved third party to conduct a security audit. Contractor shall provide the State with the results of such audit and evidence of Contractor’s planned remediation in response to any negative findings. E. Data Protection and Handling Contractor shall ensure that all State Records and Work Product in the possession of Contractor or any Subcontractors are protected and handled in accordance with the requirements of this Contract, including the requirements of any Exhibits hereto, at all times. F. Safeguarding PII If Contractor or any of its Subcontractors will or may receive PII under this Contract, Contractor shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Contractor shall be a “Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to, DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 46 CMS # 185153 Contract Number: 185153 Page 11 of 24 Version 062020 Contractor’s employees, agents and Subcontractors, agrees not to share any PII with any third parties for the purpose of investigating for, participating in, cooperating with, or assisting with Federal immigration enforcement. If Contractor is given direct access to any State databases containing PII, Contractor shall execute, on behalf of itself and its employees, the certification attached hereto as Exhibit __ on an annual basis Contractor’s duty and obligation to certify as set forth in Exhibit __ shall continue as long as Contractor has direct access to any State databases containing PII. If Contractor uses any Subcontractors to perform services requiring direct access to State databases containing PII, the Contractor shall require such Subcontractors to execute and deliver the certification to the State on an annual basis, so long as the Subcontractor has access to State databases containing PII. 12. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Contractor shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Contractor under this Contract. Such a conflict of interest would arise when a Contractor or Subcontractor’s employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Contract. B. Apparent Conflicts of Interest Contractor acknowledges that, with respect to this Contract, even the appearance of a conflict of interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Contractor shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Contractor’s obligations under this Contract. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Contract. 13. INSURANCE Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Contract and until all orders for Goods or Services or both are delivered and accepted. All insurance policies required by this Contract shall be issued by insurance companies as approved by the State. A. Workers’ Compensation Workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Contractor or Subcontractor employees acting within the course and scope of their employment. B. General Liability Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 47 CMS # 185153 Contract Number: 185153 Page 12 of 24 Version 062020 personal injury, and advertising liability with minimum limits as follows: i. 1,000,000 each occurrence; ii. $1,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any 1 fire. C. 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. D. Garage Keepers Liability The Garage Keepers Liability Insurance must have a minimum of $1,000,000 per occurrence. i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. E. Protected Information Liability insurance covering all civil, regulatory, and statutory damages, contractual damages, data breach management exposure, and all loss income or extra expense as a result of actual or alleged breach, violation or infringement of a right to privacy, consumer data protection law, confidentiality or other legal protection for personal information as well as State Confidential Information with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $2,000,000 general aggregate. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 48 CMS # 185153 Contract Number: 185153 Page 13 of 24 Version 062020 F. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. G. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. H. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Contractor and Subcontractors. I. Primacy of Coverage Coverage required of Contractor and each Subcontractor shall be primary over any insurance or self-insurance program carried by Contractor or the State. J. Cancellation The above insurance policies shall include provisions preventing cancellation or non- renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Contractor and Contractor shall forward such notice to the State in accordance with §17 within 7 days of Contractor’s receipt of such notice. K. Subrogation Waiver All insurance policies secured or maintained by Contractor or its Subcontractors in relation to this Contract 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. L. Public Entities If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the “GIA”), Contractor shall maintain, in lieu of the liability insurance requirements stated above, 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 the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall ensure that the Subcontractor maintain at all times during the terms of this Contract, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA. M. Certificates Contractor shall provide to the State certificates evidencing Contractor’s insurance coverage required in this Contract within 7 Business Days following the Effective Date. Contractor DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 49 CMS # 185153 Contract Number: 185153 Page 14 of 24 Version 062020 shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Contract within 7 Business Days following the Effective Date, except that, if Contractor’s subcontract is not in effect as of the Effective Date, Contractor shall provide to the State certificates showing Subcontractor insurance coverage required under this Contract within 7 Business Days following Contractor’s execution of the subcontract. No later than 15 days before the expiration date of Contractor’s or any Subcontractor’s coverage, Contractor shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Contract, upon request by the State, Contractor shall, within 7 Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this §13. 14. BREACH A. Defined The failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against 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 30 days after the institution of such proceeding, shall also constitute a breach. B. Notice and Cure Period In the event of a breach, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §15 for that Party. Notwithstanding any provision of this Contract to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Contract in whole or in part or institute any other remedy in this Contract in order to protect the public interest of the State; or if Contractor is debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Contract in whole or in part or institute any other remedy in this Contract as of the date that the debarment or suspension takes effect. 15. REMEDIES A. State’s Remedies If Contractor is in breach under any provision of this Contract and fails to cure such breach, the State, following the notice and cure period set forth in §14.B., shall have all of the remedies listed in this §15.A. in addition to all other remedies set forth in this Contract or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Contractor’s uncured breach, the State may terminate this entire Contract or any part of this Contract. Contractor shall continue performance of this Contract to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance past the effective date of such notice, DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 50 CMS # 185153 Contract Number: 185153 Page 15 of 24 Version 062020 and shall terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to Purchasing Entities all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Contract’s terms. At the request of the State or any Purchasing Entity, Contractor shall assign to the Purchasing Entity all of Contractor's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the possession of Contractor in which the Purchasing Entity has an interest. At the State or Purchasing Entity’s request, Contractor shall return materials owned by the Purchasing Entity that Contractor possesses at the time of any termination. Contractor shall deliver all completed Work Product to the Purchasing Entity at the State or Purchasing Entity’s request. b. Payments Notwithstanding anything to the contrary, Participating Entities shall only pay Contractor for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Contractor was not in breach 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 as if this Contract had been terminated in the public interest under §2.F. c. Damages and Withholding Notwithstanding any other remedial action by the State, Contractor shall remain liable to the State or appropriate Purchasing Entity for any damages sustained by the State or Purchasing Entity in connection with any breach by Contractor, and the Purchasing Entity may withhold payment to Contractor for the purpose of mitigating the Purchasing Entity’s damages. A Purchasing Entity may withhold any amount that may be due Contractor as the Purchasing Entity deems necessary to protect itself against loss including, without limitation, loss as a result of outstanding liens and costs incurred by the Purchasing Entity in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Contractor’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Contractor shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and neither the State nor any Purchasing DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 51 CMS # 185153 Contract Number: 185153 Page 16 of 24 Version 062020 Entity shall not be liable for costs incurred by Contractor after the suspension of performance. b. Withhold Payment Withhold payment to Contractor until Contractor corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Contractor’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Contractor’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Contract is deemed by the State to be contrary to the public interest or the State’s best interest. e. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Contractor shall, at the option of and as approved by the State or Purchasing Entity(i) secure that right to use such Work for the State, Purchasing Entity and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the Purchasing Entity. B. Contractor’s Remedies If the State is in breach of any provision of this Contract and does not cure such breach, Contractor, following the notice and cure period in §14.B and the dispute resolution process in §16 shall have all remedies available at law and equity. If a Purchasing Entity is in breach of a provision of an Order, Contractor shall have all remedies available to it under that Order and available at law and equity. C. Purchasing Entity’s Remedies i. If Contractor is in breach under any provision of an Order by a Purchasing Entity, the Purchasing Entity shall have all of the remedies listed in that Order, in addition to all other remedies available by law or equity. The Purchasing Entity may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. ii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because of Contractor’s breach of that Order, Contractor shall provide notice to the State of that DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 52 CMS # 185153 Contract Number: 185153 Page 17 of 24 Version 062020 breach or termination within five (5) Business Days following Contractor’s receipt of that notice of breach or termination. 16. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Contract which cannot be resolved by the designated Contract representatives or through a dispute on an Order, as described in Exhibit A, §3.F, shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Contractor for resolution. B. Resolution of Controversies arising under this Contract If the initial resolution described in §16.A fails to resolve the dispute within 10 Business Days, Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of the State Purchasing and Contracts Office as described in §24-102- 202(3), C.R.S. for resolution in accordance with the provisions of §§ 24-109-101.1 through 24-109-505, C.R.S., (the “Resolution Statutes”), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor’s challenge shall be an appeal to the Executive Director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations. 17. NOTICES AND REPRESENTATIVES Each individual identified below shall be the principal representative of the designating Party. All notices required or permitted to be given under this Contract shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party’s principal representative at the address set forth below or (C) as an email with read receipt requested to the principal representative at the email address, if any, set forth below. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s principal representative at the address set forth below. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §17 without a formal amendment to this Contract. Unless otherwise provided in this Contract, notices shall be effective upon delivery of the written notice. For the State: For Contractor: Amy Risley John Wieneke State Purchasing & Contracts Office Commercial Account Manager 1525 Sherman St 4901 29th St 5th floor Denver, CO 80203 Greeley, CO 80634 Amy.Risley@state.co.us jwieneke@kengarff.com 18. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Contractor assigns to the Purchasing Entity and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 53 CMS # 185153 Contract Number: 185153 Page 18 of 24 Version 062020 future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product under an Order. Whether or not Contractor is under contract with the State at the time, Contractor shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. To the extent that Work Product would fall under the definition of “works made for hire” under 17 U.S.C.S. §101, the Parties intend the Work Product to be a work made for hire. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Contract, any pre-existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, “State Materials”). Contractor shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Contractor’s obligations in this Contract without the prior written consent of the State. Upon termination of this Contract for any reason, Contractor shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. 19. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq., C.R.S. 20. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either on the Effective Date or at anytime thereafter, this §20 shall apply. Contractor agrees to be governed by and comply with the provisions of §§24-102-206, 24-106-103, 24-106-106, and 24- 106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of contract information in the State’s contract management system (“Contract Management System” or “CMS”). Contractor’s performance shall be subject to evaluation and review in accordance with the terms and conditions of this Contract, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 21. GENERAL PROVISIONS A. Assignment Contractor’s rights and obligations under this Contract are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Contractor’s rights and obligations approved by the State shall be subject to the provisions of this Contract B. Subcontracts Contractor shall not enter into any subcontract in connection with its obligations under this Contract without the prior, written approval of the State. Contractor shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts entered into by Contractor in connection with this Contract shall comply with all applicable federal and state DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 54 CMS # 185153 Contract Number: 185153 Page 19 of 24 Version 062020 laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Contract. C. Binding Effect Except as otherwise provided in §21.A., all provisions of this Contract, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Contract and the performance of such Party’s obligations have been duly authorized. E. Captions and References The captions and headings in this Contract are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Contract to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Contract may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Contract represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Contract. Prior or contemporaneous additions, deletions, or other changes to this Contract shall not have any force or effect whatsoever, unless embodied herein. H. Modification Except as otherwise provided in this Contract, any modification to this Contract shall only be effective if agreed to in a formal amendment to this Contract, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Contract, other than contract amendments, shall conform to the policies issued by the Colorado State Controller. I. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Contract. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 55 CMS # 185153 Contract Number: 185153 Page 20 of 24 Version 062020 J. Order of Precedence In the event of a conflict or inconsistency between this Contract and any Exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions in §22 of the main body of this Contract. ii. The provisions of the other sections of the main body of this Contract. iii. Exhibit A, General Requirements iv. Exhibit D, HIPAA Business Associate Agreement v. Exhibit B, Statement of Work. vi. Exhibit C, Vehicle and Price List Notwithstanding anything to the contrary herein, the State and Purchasing Entities shall not be subject to any provision incorporated in any exhibit attached hereto, any provision incorporated in any terms and conditions appearing on Contractor’s or Subcontractor’s website, any provision incorporated into any click-through or online agreements. Neither shall the State be subject to, any provision incorporated into any other document or agreement between the Parties that (i) requires the State to indemnify or hold harmless Contractor or any other party, (ii) is in violation of State laws, regulations, rules, fiscal rules, policies, or other State requirements as deemed solely by the State, or (iii) is contrary to any of the provisions incorporated into §22 or the main body of this Contract. K. Severability The invalidity or unenforceability of any provision of this Contract shall not affect the validity or enforceability of any other provision of this Contract, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Contract in accordance with the intent of this Contract. L. Survival of Certain Contract Terms Any provision of this Contract that imposes an obligation on a Party after termination or expiration of this Contract shall survive the termination or expiration of this Contract and shall be enforceable by the other Party. M. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Contractor. Contractor shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Contractor may wish to have in place in connection with this Contract. Contractor shall honor any tax exemption that any Purchasing Entity has, and shall not charge any Purchasing Entity any excise, sales, or use taxes from which that Purchasing Entity is exempt. N. Third Party Beneficiaries Except for a Purchasing Entity and/or the Parties’ respective successors and assigns described in §21.A, this Contract does not and is not intended to confer any rights or remedies upon DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 56 CMS # 185153 Contract Number: 185153 Page 21 of 24 Version 062020 any person or entity other than the Parties. Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Contract are incidental to this Contract, and do not create any rights for such third parties. O. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Contract, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. P. CORA Disclosure To the extent not prohibited by federal law, this Contract and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. Q. Standard and Manner of Performance Contractor shall perform its obligations under this Contract in accordance with the highest standards of care, skill and diligence in Contractor’s industry, trade, or profession. R. Licenses, Permits, and Other Authorizations. Contractor shall secure, prior to the Effective Date, and maintain at all times during the term of this Contract, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Contract, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Contract. S. Indemnification i. General Indemnification Contractor shall indemnify, save, and hold harmless the State, its employees, agents and assignees (the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees in connection with this Contract. ii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Contractor in violation of §11 may be cause for legal action by third parties against Contractor, the State, or their respective agents. Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys’ fees and costs) incurred by the State in relation to any act or omission by Contractor, or its employees, agents, assigns, or Subcontractors in violation of §11. iii. Intellectual Property Indemnification Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 57 CMS # 185153 Contract Number: 185153 Page 22 of 24 Version 062020 attorneys’ fees and costs) incurred by the Indemnified Parties in relation to any claim that any Deliverable, Good or Service, software, or Work Product provided by Contractor under this Contract (collectively, “IP Deliverables”), or the use thereof, infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. Contractor’s obligations hereunder shall not extend to the combination of any IP Deliverables provided by Contractor with any other product, system, or method, unless the other product, system, or method is (a) provided by Contractor or Contractor’s subsidiaries or affiliates; (b) specified by Contractor to work with the IP Deliverables; (c) reasonably required in order to use the IP Deliverables in its intended manner and the infringement could not have been avoided by substituting another reasonably available product, system, or method capable of performing the same function; or (d) is reasonably expected to be used in combination with the IP Deliverables. iv. Accessibility Indemnification Contractor shall indemnify, save, and hold harmless the state, its employees, agents and assignees (collectively, the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to Contractor’s failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S. T. Accessibility i. Contractor shall comply with and the Work Product provided under this Contract shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the Governor’s Office Of Information Technology (OIT), pursuant to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. ii. The State may require Contractor’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the State to attest to Contractor’s Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S. 22. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the State’s Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 58 CMS # 185153 Contract Number: 185153 Page 23 of 24 Version 062020 Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. 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 shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. 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. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 59 CMS # 185153 Contract Number: 185153 Page 24 of 24 Version 062020 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. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this 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. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30- 202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State’s discretion, payments made to Contractor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor by deduction from subsequent payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 60 CMS # 185153 Exhibit A Page 1 of 8 EXHIBIT A, GENERAL WORK REQUIREMENTS 1. CONTRACTOR PERSONNEL A. Contractor personnel shall work cooperatively with State and Purchasing Entity staff to ensure the completion of the Work. COLORADO REVISED STATUTES, 24-109-105 (2) A PERSON MAY BE DEBARRED FOR ANY OF THE FOLLOWING REASONS: (d) Willful material failure to perform in accordance with the terms of one or more contracts, following notice of such failure, or a history of material failure to perform, or of materially unsatisfactory performance of, one or more contracts. B. Key Personnel Contractor shall designate people to hold the following specific personnel positions: i. Primary Point of Contract - The Primary Point of Contract shall be responsible for all of the following: a. Serving as the individual responsible for addressing all questions and concerns for the State and Purchasing Entities, unless an Order specifies another point of contact for that Order. b. Ensuring the completion of all Work in accordance with the Contract’s requirements. This includes, but is not limited to, ensuring the accuracy, timeliness and completeness of all Work. c. Overseeing all other personnel and ensuring proper staffing levels throughout the term of the Contract. ii. Quarterly Volume Reporting Lead - The Quarterly Volume Reporting Lead shall be responsible for all of the following: a. Ensuring the completeness and accuracy of the Quarterly Volume Reports described in this Exhibit A. b. Ensuring the final submission of the Quarterly Volume Reports described in this Exhibit A by the appropriate due date for that report. c. Reports must be submitted via e-mail to Amy Risley at: Amy.Risley@state.co.us 2. ORDERING AND ORDER FULFILLMENT A. Ordering Contractor shall provide a complete and accurate Internal Revenue Service form W9 to the State prior to accepting an Order from any Purchasing Entity. Upon a request by a Purchasing Entity, Contractor shall provide a complete and accurate Internal Revenue Service form W9 to that Purchasing Entity. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 61 CMS # 185153 Exhibit A Page 2 of 8 i. The State and Each Purchasing Entity may complete an Order in accordance with its own rules and policies, as available to Contractor, using the appropriate documentation for that organization to issue an Order. a. Contractor shall communicate directly with each Purchasing Entity related to that Purchasing Entity’s Orders. ii. Contractor shall ensure that all Orders it accepts have the proper information contained in them for Contractor to be able to comply with all reporting requirements of this Contract. iii. If Contractor provides for Ordering through an internet-based portal or electronic catalog, Contractor shall maintain all of Contractor’s necessary hardware, software, backup-capacity and network connections required to operate that internet-based portal or electronic catalog. a. Contractor’s internet-based portal and electronic catalogs shall clearly designate that they are part of this Contract and shall have a link to the State’s price agreement web location, as determined by the State. Contractor shall ensure that all Environmentally Preferable Products are clearly listed on internet-based portal and electronic catalogs. b. If Contractor provides an internet-based portal or electronic catalog, Contractor shall also provide paper catalogs or catalogs on other digital media to each Purchasing Entity upon request by that Purchasing Entity. c. If Contractor’s catalog will be either hosted on or accessed through the State’s eCommerce system, then Contractor shall comply with all policies, procedures and directions from the State in relation to hosting its catalog on or making its catalog accessible through that system. Contractor shall ensure that all information made available through the State’s eCommerce system is accurate and complies with this Contract.. B. Marketing i. If Contractor desires to distribute any materials, notices or literature with the intent to market the Goods or Services (“Marketing Materials”), Contractor shall deliver all such Marketing Materials to the State for review and approval prior to distributing any such materials to a Purchasing Entity. a. The State will review submitted Marketing Materials and may approve, deny or request changes to any Marketing Materials in its sole discretion. If the State requests changes, Contractor may make those changes or may choose to rescind its submission for review and approval. b. Contractor shall not distribute any marketing materials to any Purchasing Entity prior to receiving the State’s approval of those Marketing Materials. ii. The State shall not be responsible for maintaining any mailing lists or creating, printing, mailing or distributing any of Contractor’s Marketing Materials, though the State may distribute Marketing Materials in its sole discretion. C. Additional Terms i. Any additional terms and conditions on any invoice, statement, Contractor time sheet, website, electronic license or use agreement or any other form, including, without limitation, terms regarding indemnification, limitation of liability, cancellation fees, choice of law and binding arbitration shall be void and unenforceable except to the extent that they are specifically included in this Contract or an Order. The signature of any employee of a DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 62 CMS # 185153 Exhibit A Page 3 of 8 Purchasing Entity on any such form shall be effective to establish receipt of Goods or completion of Services and shall not make any term of that form enforceable. 3. DATES AND CONFIRMATIONS REQUIRED A. For each vehicle ordered, vendors shall complete and return the “Contractor’s Confirmation of 2024 Vehicle Production for SFM” form Exhibit 3 (from Bid Specifications) to SFM or “Contractor’s Confirmation of 2024 Vehicle Production for Aurora” Exhibit 5 (from Bid Specifications, or other entity Exhibit 5a (from Bid Specifications) to the Purchasing Entity as soon as it is available, but no later than five (5) working days after notification from the manufacturer. This form shall include the following information: i. Date Contractor received SFM or Purchasing Entity Purchase Order (PO) ii. Manufacturer’s Factory Order # and date received iii. Manufacturer’s Factory Production Date iv. Estimated date of delivery to SFM or Purchasing Entity FOR STATE OF COLORADO AWARDS: AWARDED DEALER MUST SUBMIT STATUS CODE REPORT (NOTIFICATIONS) VIA EMAIL TO SFM AND PUBLIC SAFETY WITH UPDATES ON AND INCLUDING; BUILD PROGRESS, UPFIT PROGRESS; DELIVERY AND ETA’S; DELAYS , ETC. REPORTS MUST BE EMAILED EVERY MONTH STARTING AFTER CONFIRMATION OF PURCHASE ORDER. EMAILS MUST BE SENT TO: Terry.Sisneros@state.co.us B. OEM Confirmation The Contractor shall notify SFM or the Purchasing Entity no later than 10 business days after the receipt of the Purchase Order if they have not received the OEM confirmation. The Contractor shall inform SFM immediately by phone and in writing via email, USPS, or fax, when the contractor is aware or suspects that there is a problem with an order or a production date from the factory. The dealer shall demonstrate to the State of Colorado all efforts made to secure vehicles. i. If Contractor is unable to provide a vehicle, the State reserves the right to cancel any pending order(s) and/or the State Price Agreement and award a State Price Agreement to the next lowest Bidder or to conduct another bid, or exercise other remedies such as the Uniform Commercial Code (UCC) to acquire vehicles in a timely manner. Unless otherwise approved by SFM or other Purchasing Entities, all model year 2024 or newer vehicles ordered request to be delivered and invoiced no later than September 30, 2024. See §2 D Order Terms. C. Delivery of Goods and Performance of Services i. Contractor shall provide all Goods and perform all Services described in each Order. ii. Unless specifically agreed to otherwise in an Order, Contractor shall deliver all Goods under an Order in good, working and undamaged condition. All DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 63 CMS # 185153 Exhibit A Page 4 of 8 Goods shall be free on board (“F.O.B.”) destination to the location specified in the Order. iii. If a Good in an Order is out of stock, Contractor may only provide a substitute Good if it has notified the Purchasing Entity for that Order, in writing, that the Good is out of stock and has received the Purchasing Entity’s approval to provide the substitute Good. Purchasing Entities may request additional information comparing the substitute Good with the original Good in the Purchasing Entity’s sole discretion D. Inspection and Acceptance i. Goods delivered to a Purchasing Entity under an Order shall not be deemed accepted prior to that Purchasing Entity inspecting the Goods in accordance with the Order and accepting those Goods. ii. Services provided to a Purchasing Entity under an Order shall not be deemed completed until that Purchasing Entity has reviewed the Services, ensured that all Services were completed in accordance with the Order and have been accepted by the Purchasing Entity. E. Ordering Support i. Contractor shall provide the State and each Purchasing Entity with the contact information for the individual or individuals within Contractor’s organization who are assigned to handle questions and resolve problems that Purchasing Entity may have in relation to the Work or an Order. a. Contractor shall make personnel available from 8:00 a.m. to 5:00 p.m. Mountain Time, as adjusted for daylight savings time, at a minimum, each Business Day as necessary to handle questions and resolve problems received by Contractor. b. Contractor shall make all of these individuals available by phone (both through a local number and a toll-free number), fax and email at all times that the individual is available to handle questions and resolve problems received by Contractor. c. Contractor shall provide all of these individuals with the ability to access the account information and other information relating to the State or Purchasing Entities to be able to respond to questions and resolve problems relating to any Order, including, without limitation, the status of Orders, delivery, back-orders, pricing, discounts, product availability, product information, and accounts and billing. ii. Contractor shall provide all training to Purchasing Entities necessary for those Purchasing Entities to place Orders and properly use the Goods and Services, as requested by Ordering Entities. iii. Training on placing Orders shall include, without limitation, training on aspects of ordering, online ordering, product delivery, product returns, and Contractor’s customer service processes, as requested by the Purchasing Entity. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 64 CMS # 185153 Exhibit A Page 5 of 8 a. Training on properly using the Goods and Services shall include, without limitation, training and providing information on energy efficiency of Goods, new features, opportunities for manufacturer/certified set up and training, Environmentally Preferable Products, and other services or options that are offered or available related to the Goods and Services, as requested by the Purchasing Entity. F. Order Disputes, Termination and Resolution i. If a dispute related to an Order arises between Contractor and a Purchasing Entity, Contractor shall meet with the Purchasing Entity to attempt to resolve the issue. If Contractor is unable to resolve the issue with the Purchasing Entity, then Contractor may request assistance from the State by submitting a request in writing, which includes the pertinent information about the dispute and the assistance sought by Contractor, in accordance with §17 of the main body of this Contract. Nothing in this section shall be interpreted as limiting the rights or obligations of Contractor, the State or any Purchasing Entity under this Contractor of any Order. ii. Purchasing Entities may terminate an Order if it determines that Contractor was in breach of that Order. Termination of an Order shall not automatically terminate any other Order or this Contract. iii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because of Contractor’s breach of that Order, Contractor shall provide notice to the State of that breach or termination with the Purchasing Entity within 5 Business Days following Contractor’s receipt of that notice of breach or termination. 4. VOLUME AND OPERATIONAL REPORTING A. Volume Reporting i. The State will use a centralized method of tracking volume. Contractor shall populate a Quarterly Volume Report, using the format as specified by the State, for each State Fiscal Year Quarter that contains, at a minimum, all of the following: a. A summary volume report that includes, but is not limited to, all of the following for the quarter that the report covers: The total spent by each type of Purchasing Entity under this Contract. The total of the list cost of all items purchased by each type of Purchasing Entity under this Contract. The total estimated cost savings for each type of Purchasing Entity under this Contract, calculated as the total list cost minus the total spent for that Purchasing Entity. The total paid through the use of a procurement card or credit card for each Purchasing Entity under this Contract. The total sales of Environmentally Preferable Products, as defined in the State’s Environmentally Preferable Purchasing Policy, for each Purchasing Entity under this Contract. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 65 CMS # 185153 Exhibit A Page 6 of 8 Any additional summary information as requested by the State. b. A detail report that includes, but is not limited to, all of the following for each sale that occurred during the quarter that the report covers:  The name of the Purchasing Entity who the sale was made to.  The date of the sale.  A listing of each item purchased in the sale, including the name of the item, the quantity of the item, the unit price for the item, the extended cost for the item calculated by multiplying the unit price by the quantity, the list price per unit for the item, the extended list cost for the item calculated by multiplying the quantity by the list price, and the savings on the item calculated by subtracting the extended cost from the extended list cost.  Any other detail information as requested by the State. ii. Contractor shall deliver a Quarterly Volume Report to the State’s representative as identified in Section 17 of the Contract on a quarterly basis. a. DELIVERABLE: Quarterly Volume Report b. DUE: Quarterly, within 30 calendar days following the end of the State Fiscal Year quarter that the report covers. iii. If any due date for a Quarterly Volume Report falls on a day that is not a Business Day, then the due date shall be automatically extended to the next Business Day, unless otherwise directed by the State. iv. All data and information contained in a Quarterly Volume Report shall be the property of the State and shall not be considered proprietary. B. Additional Operational Reporting i. Upon request by the State, the Contractor shall develop and deliver to the State Ad-Hoc Operational Reports that include all detailed and summary transaction, historical or payment information related to the State or any of the Purchasing Entities as requested by the State. a. DELIVERABLE: Ad-Hoc Operational Reports b. DUE: Within 10 Business Days following the State’s request for that information, unless the State agrees to a longer period of time in writing. 5. PERIODIC BUSINESS REVIEWS A. The State may schedule periodic business reviews to review Contractor’s performance under this Contract. B. Contractor shall ensure personnel assigned to the Contract are available for these meetings with the State as scheduled by the State. C. Contractor’s key personnel designated in §17 shall be available for all regularly scheduled meetings between Contractor and the State, unless the State has granted prior, written approval otherwise. 6. CLOSEOUT PERIOD DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 66 CMS # 185153 Exhibit A Page 7 of 8 A. This Contract shall have a Closeout Period that begins 30 days prior to the expiration of this Contract and continues until the State has determined that all Work has been completed. i. During the Closeout Period, Contractor shall complete all of the following, as directed by the State: a. Provide to the State, or any other contractor at the State's direction, all reports, data, systems, Deliverables and other information reasonably necessary for the State to ensure Contractor’s completion of the Work, as determined by the State. b. Notify any Subcontractors of the termination of the Contract, as directed by the State. c. Remove all references to the State’s price agreement from its websites, materials and other documentation, and inform entities that contact Contractor that it no longer has a price agreement with the State. ii. The Closeout Period may extend past the termination of the Contract. The State will perform a closeout review to ensure that Contractor has completed all requirements of the Closeout Period. If Contractor has not completed all of the requirements of the Closeout Period by the date of the termination of the Contract, then any incomplete requirements shall survive termination of the Contract. 7. PRICING A. Price Lists i. The State may publish any pricing information under this Contract, including, without limitation the pricing shown on Exhibit C, Vehicle and Price List, on the State’s website and any other website as the State determines is necessary or efficient to facilitate the use of this Contract by Purchasing Entities. ii. If Contractor modifies any of its prices in accordance with §B, or discontinues any item shown on the existing pricing information, Contractor shall provide updated pricing information to the State for the State to publish. B. Price Modifications i. Price Increases a. Contractor may request an increase in the prices listed in Exhibit C by submitting its request to the State in writing as described in §17 of the main body of this Contract. Requests for increases in prices are limited as follows: b. Contractor may not submit a request for a price increase to the State fewer than 3 days prior to when Contractor intends those increased prices to be effective. c. The State may approve or deny any request for a price increase based on the information provided by Contractor and other circumstances in its sole discretion. d. If the State approves a price increase, that price increase shall not take effect unless it is included in this Contract. e. Contractor may only begin using the increased prices in Orders that are issued following the effective date of the modification that increases the prices. For Orders placed prior to a price increase that are in effect at the time of the price increase, Contractor shall only charge the Purchasing Entity the prices that were in effect at the time the Order was placed. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 67 CMS # 185153 Exhibit A Page 8 of 8 f. If the State does not approve a price increase, or Contractor increases its prices without submitting a request to the State, then those increased prices shall be void in any Order in which they are used and Contractor shall fulfill the Order at the existing rates approved by the State under this Contract. Contractor’s use of rates in any Order that exceed those approved by the State under this Contract shall be a material breach of this Contract. ii. Price Decreases and Ceiling Prices a. Contractor may decrease its prices shown in Exhibit C at any time by providing written notice to the State. b. The prices listed in Exhibit C are Ceiling Prices, and Contractor may offer lower prices to Purchasing Entities, and Purchasing Entities may negotiate lower prices with Contractor, without the review or approval of the State. Contractor shall not allow a Subcontractor to charge an amount greater than the Ceiling Price for any Order. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 68 CMS # 185153 Exhibit B Page 1 of 5 EXHIBIT B, STATEMENT OF WORK 1. GOODS AND/OR SERVICES Contractor shall provide 2024 or newer model year vehicles. 2. SPECIFICATIONS A. At a minimum all vehicles ordered shall include manufacturer standard new vehicle equipment for 2024 model year or newer fleet vehicles. Vehicles that do not meet current Federal emission standards but are “covered” with Department of Energy credits will not be accepted. B. Vehicle options shall be provided as factory installed under the terms of the full, factory- backed, bumper-to-bumper warranty. Contractor installed options are not permitted unless pre- approved by the State or Purchasing Entity in writing. If a Contractor substitutes an Original Equipment Manufacturer (OEM) option with a non-OEM option, the State or Purchasing Entity may return the vehicle for a correctly equipped vehicle any time after the non-OEM option is discovered. The State or Purchasing Entity may also require the Contractor to reimburse the State or Purchasing Entity for all expenses and fees related to the repair of a non-OEM option that fails within the standard warranty period. C. In the event that OEM is unable to deliver ordered vehicle(s) within the model year ordered, State Fleet Management (“SFM”) or the Purchasing Entity reserves the right to select and accept as non-conforming goods such dealer stock unit(s) (as close to original specifications as possible) as they are available. With respect to such non-conforming goods, SFM or the Purchasing Entity will be invoiced at the Price as listed in Exhibit C; this will only apply to vehicles ordered prior to build-out/factory fleet close dates and considered within normal and acceptable ordering and build out time frames. Vehicles ordered after the last order date has been announced by the OEM will not be subject to this clause. D. For each vehicle ordered, Contractor will provide an approved form by the Purchasing Entity that will include the following information: i. Date Contractor received SFM or Purchasing Entity Order ii. Manufacturer’s Factory Order # and date received iii. Manufacturer’s Factory Production Date iv. Estimated date of delivery to SFM or Purchasing Entity E. The projected delivery time shall be 90-200 days from order placement. 3. OTHER PROJECT REQUIREMENTS A. Clean Fuel Fleet Program - Clean fuel vehicles provided shall include a full factory warranty and be serviceable by any Factory Authorized Dealer. B. Alternative Fuels - Alternative fuel vehicles provided shall include a full factory warranty and be serviceable by any Factory Authorized Dealer. Dealer installed conversions are NOT acceptable unless they are part of an OEM-/Dealer- certified program and On-Board- Diagnostics (OBD) II/III compatible. Such vehicles shall be specifically designed to operate on alternative fuel as their primary fuel. Information for Dealers authorized to repair and service alternative fuel vehicles (“AFVs”), if different from all OEM dealers, shall be provided by Contractor. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 69 CMS # 185153 Exhibit B Page 2 of 5 C. Hybrid and Electric Vehicles - Vehicles offered shall include a full factory warranty and be serviceable by any Factory Authorized Dealer. D. Tires - Tires provided on vehicles shall be all season/mud and snow radials or open-side-lug all terrain tires when specified. Closed-lug design tires are NOT acceptable for an all-terrain tire option. E. All vehicles delivered to any Purchasing Entity must be a road ready vehicle unless prior written notification has been made. F. Warranty - The States minimum standard warranty period for all 2024 or newer vehicles shall be 3 years or 36,000 miles and shall cover each ordered vehicle inclusive of all options and accessories. G. Conditions of Contract - If Contractor is unable to provide a vehicle, the State reserves the right to cancel any pending order(s) and/or the State Price Agreement and award a State Price Agreement to the next lowest bidding Contractor or to conduct another bid, or exercise other remedies. H. Due to State budget conditions, SFM cannot accept any vehicles prior to March 1, 2024 unless authorized by SFM. Contractors shall make all deliveries after this date. The exceptions to this condition are: Public Safety, Undercover and Patrol vehicles and vehicles that may have Federal Grant funding or Agency Funding. Additionally, Purchasing Entities may elect to accept their vehicles earlier and/or later than SFM. Contractors will work directly with Purchasing Entities to ensure all dates are met. I. If a model year change occurs during the contract period, or if the awarded vendor will allow, 2025 model year vehicles may be sold under the terms, conditions, and prices of this State Price Agreement. Model year substitutions MUST be approved in writing by SFM or Purchasing Entity. J. Contractor shall notify SFM within five (5) business days in writing of any mid-year model changes including discontinuations, mid-year introductions, etc., as related to Exhibit C Vehicle and Price List. K. Compliance Standards - Vehicles delivered shall be in full compliance with all applicable federal and state laws, rules and standards regarding construction and performance. This includes, but is not limited to the Federal Motor Vehicle Safety Standards (FMVSS), EPA emission level requirements, and state noise standards. L. Delivery Requirements - Vehicles shall be delivered under the terms and conditions and the resulting State Price Agreements completed as a result of the bid solicitation and shall be of the same make, model, and equipment level as bid. Substitutions will not be allowed. The SFM Vehicle Body Codes listed in Exhibit 1 of the bid specifications indicate the vehicle types, size and sample representative models designated/used by SFM. The Gross Vehicle DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 70 CMS # 185153 Exhibit B Page 3 of 5 Weight Rating (GVWR) for the vehicles bid shall meet or exceed the minimum GVWR when specified in the standard specifications. Vehicles are to be delivered complete with all manufacturer standard new vehicle equipment and must be in compliance with the 2024 or newer Vehicle Specifications for each body code and requested optional items as listed on the SFM or Purchasing Entity purchase order. SFM and any Purchasing Entity reserve the right to return a vehicle after acceptance that is not complete according to the 2024 or newer Vehicle Specifications for each body code and the right to rescind any purchase order, if a vehicle delivered and accepted is subsequently discovered to be non-conforming. The Contractor shall promptly bring any non-conforming vehicle into conformity with the above mentioned Vehicle Specifications or accept return of vehicle and reimburse any monies paid by the State or Purchasing Entity. M. Delivery Compliance for State Fleet Management and Purchasing Entity - The following requirements apply to vehicles at time of delivery to SFM or the Purchasing Entity. i. Contractors shall bring the following items in the SFM or Purchasing Entity office at the time of scheduled delivery (all documents shall be typed): (a) The Contractor’s invoice with a typed Vehicle Identification Number (VIN), the State or Ordering Purchase Order Number, and the Dealer Stock Number. (b) The manufacturer’s window sticker with price and option info (Contractor shall not leave the sticker on the vehicle door glass). (c) The manufacturer’s “Certificate of Origin” with a typed assignment as follows (there shall be no corrections): 1001 East 62nd Ave Denver, CO 80216 (d) The Application for Title and the Bill of Sale (if used for odometer disclosure). (e) Two sets of keys plus the key code (usually on a sticker or tag) needed for key duplication. (f) A weight slip and VIN slip and VIN Verification shall be provided whenever a body has been modified (i.e., hi-cube vans, box trucks and buses and stake beds, etc.). ii. Contractors shall leave the following items in the vehicle at the time of scheduled delivery: (a) The owner’s manual visible on the front seat. (b) The Dealer Stock Number on the windshield. (c) A sixty (60) day permit shall be attached in the rear window of the vehicle. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 71 CMS # 185153 Exhibit B Page 4 of 5 (d) Vehicles shall be washed, HAVE LICENSE PLATE BRACKETS AND SCREWS INSTALLED ON THE VEHICLE, be serviced and in standard “make ready” condition (i.e. prepared for immediate use including no less than a one-quarter (1/4) tank reading of fuel and full tanks of Diesel Emission Fluid when equipped with DEF tanks). Note: Vehicles utilizing the following fuel types must be delivered with no less than ¼ tank of fuel: CNG, diesel, propane, etc. Vehicles equipped with DEF tanks must be delivered with full fuel tanks, or vehicles will be refused. (e) SFM or the Purchasing Entity shall make a cursory visual check of each delivered vehicle’s condition and options to expedite the delivery process. Should any problems be found after delivery, SFM or the Purchasing Entity shall up to four (4) weeks to inspect and reject the vehicle while it is still on their lot. If rejected, the Contractor shall retrieve the vehicle within one (1) business day of notification via email for correction/repairs, and then shall redeliver the vehicle as soon as the repairs are complete. The dealer shall expedite repairs to its maximum capability, so as not to cause financial hardship to the State or Purchasing Entity. N. Delivery Terms and Compliance for Institutions of Higher Education, Political Subdivisions and Non-Profits - All institutions of Higher Education, Political Subdivisions and Registered Non-Profits must specify on the Purchase Order or commitment document all delivery terms and conditions that apply. Delivery instructions to the institutions of higher education, cities, counties or other Purchasing Entities are to be similar to State delivery instructions. i. The State’s terms are FOB destination with freight included to destinations in the Metropolitan Denver area (7 county areas to include: Denver, Adams, Arapahoe, Boulder, Douglas, Broomfield and Jefferson). Deliveries outside of the 7-county area are FOB destination with freight added, which shall be pre-negotiated in writing between Purchasing Entity and Contractor. ii. Any Purchasing Entity may arrange to pick up a vehicle from the awarded Contractor at no additional charge. iii. Contractor is expected to comply with delivery instructions issued by Institutions of Higher Education, Political Subdivisions and Non-Profits. Any changes or clarifications must be negotiated and agreed to by the applicable Institution of Higher Education, Political Subdivision, or Non-Profit. iv. The State Procurement Administrator managing the State Price Agreement should be notified immediately of any issues related to the delivery of vehicles. O. Quotation of Vehicles for Institutions of Higher Education, Political Subdivisions and Non-Profits - At the request of a political subdivision, Contractor shall begin all vehicle quotes with the State Awarded Standard Vehicle Base Price. Vehicle quotes that begin with a Contractor MSRP or quotes that cannot provide a pricing breakdown that includes the awarded Standard Vehicle Base Price will not be considered valid. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 72 CMS # 185153 Exhibit B Page 5 of 5 Contractors shall include on any, quotation requested by a political subdivision, the OEM Model number and any OEM codes for all specifications, accessories, and up-fits, when an OEM code is available. P. Legislative Changes - The State reserves the right to amend this contract in response to Colorado legislative changes that affect this program. Q. Invoicing and Payment - The Contractor shall send all invoices to SFM or the Purchasing Entity as instructed on the Purchase Order. Invoices shall include the corresponding Purchase Order number. Invoices are not to be sent to the State Purchasing & Contracts Office. R. Term of the Price Agreement (Contract) - In the event that a Contractor can offer an awarded vehicle after September 30, 2024 the State reserves the right to issue an extension of one year or less to the State Price Agreement. Extensions must be issued prior to August 31, 2024. S. Sex Offender Registration Information Requirements - Contractor must comply with the following laws in order to have employees on-site at a State of Colorado facility: Colorado Revised Statutes, Title 16-22-103, et.seq. Code of Federal Regulations, 34 CFR 668.46 Jeanne Clery Act 20 USC 1092 (f) T. Name or Address Changes - Contractor must notify the State of any changes to the Contractor’s name or address within fifteen business days of change. U. Invoicing – State Purchasing Entities are Colorado PERA affiliated employers. In the event billable personal services are performed by the Contractor, pursuant to Colorado SB06-235 and CRS §24-51-1101(2), the Contractor must notify in writing (email is acceptable) the State Purchasing Entity’s representative listed on the Order within fifteen (15) calendar days from the date of receipt of any Order if the services provided or to be provided were or will be performed by a PERA retiree (as defined at CRS §24-51-101). (THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.) DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 73 CMS # 185153 Exhibit C Page 1 of 1 EXHIBIT C, VEHICLE AND PRICE LIST Find Detail Sheets attached in BIDS Body Code Body Code Description Model Year Make Model Base Price K5 Pass Util Large 4X4 Ford Expedition LOW 2024 Ford Expedition $54,122 KE Pass Util Electric 4x4 Ford Mustang Mach-E Low 2024 Ford Mustang Mach-E $51,435 DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 74 CMS # 185153 Exhibit D Page 1 of 9 EXHIBIT D, HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement (“Agreement”) between the State and Contractor is agreed to in connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as “Covered Entity” and the Contractor is referred to as “Business Associate”. Unless the context clearly requires a distinction between the Contract and this Agreement, all references to “Contract” shall include this Agreement. 1. Purpose Covered Entity wishes to disclose information to Business Associate, which may include Protected Health Information ("PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Pub. L. No. 104-191 (1996) as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) enacted under the American Recovery and Reinvestment Act of 2009 (“ARRA”) Pub. L. No. 111–5 (2009), implementing regulations promulgated by the U.S. Department of Health and Human Services at 45 C.F.R. Parts 160, 162 and 164 (the “HIPAA Rules”) and other applicable laws, as amended. Prior to the disclosure of PHI, Covered Entity is required to enter into an agreement with Business Associate containing specific requirements as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal Regulations (“C.F.R.”) and all other applicable laws and regulations, all as may be amended. 2. Definitions The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary , Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. The following terms used in this Agreement shall have the meanings set forth below: a. Business Associate. “Business Associate” shall have the same meaning as the term “business associate” at 45 C.F.R. 160.103, and shall refer to Contractor. b. Covered Entity. “Covered Entity” shall have the same meaning as the term “covered entity” at 45 C.F.R. 160.103, and shall refer to the State. c. Information Technology and Information Security. “Information Technology” and “Information Security” shall have the same meanings as the terms “information technology” and “information security”, respectively, in §24-37.5-102, C.R.S. Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall have the meanings ascribed to them in the Contract. 3. Obligations and Activities of Business Associate a. Permitted Uses and Disclosures i. Business Associate shall use and disclose PHI only to accomplish Business Associate’s obligations under the Contract. ii. To the extent Business Associate carries out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 75 CMS # 185153 Exhibit D Page 2 of 9 requirements of Subpart E that apply to Covered Entity in the performance of such obligation. iii. Business Associate may disclose PHI to carry out the legal responsibilities of Business Associate, provided, that the disclosure is Required by Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that: A. the information will remain confidential and will be used or disclosed only as Required by Law or for the purpose for which Business Associate originally disclosed the information to that person, and; B. the person notifies Business Associate of any Breach involving PHI of which it is aware. iv. Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity. Business Associate may de-identify any or all PHI created or received by Business Associate under this Agreement, provided the de-identification conforms to the requirements of the HIPAA Rules. b. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and disclose only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in accordance with the Minimum Necessary Requirements of the HIPAA Rules including, but not limited to, 45 C.F.R. 164.502(b) and 164.514(d). c. Impermissible Uses and Disclosures i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity without the written authorization of Covered Entity. ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI in any form via any medium with or to any person or entity beyond the boundaries or jurisdiction of the United States without express written authorization from Covered Entity. d. Business Associate's Subcontractors i. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of Business Associate agree in writing to the same restrictions, conditions, and requirements that apply to Business Associate with respect to safeguarding PHI. ii. Business Associate shall provide to Covered Entity, on Covered Entity’s request, a list of Subcontractors who have entered into any such agreement with Business Associate. iii. Business Associate shall provide to Covered Entity, on Covered Entity’s request, copies of any such agreements Business Associate has entered into with Subcontractors. b. Access to System. If Business Associate needs access to a Covered Entity Information Technology system to comply with its obligations under the Contract or this Agreement, Business Associate shall request, review, and comply with any and all policies applicable to Covered Entity regarding such system including, but not limited to, any policies promulgated by the Office of Information Technology and available at http://oit.state.co.us/about/policies. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 76 CMS # 185153 Exhibit D Page 3 of 9 c. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered Entity, make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. 164.524. d. Amendment of PHI i. Business Associate shall within ten days of receiving a written request from Covered Entity make any amendment to PHI in a Designated Record Set as directed by or agreed to by Covered Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. 164.526. ii. Business Associate shall promptly forward to Covered Entity any request for amendment of PHI that Business Associate receives directly from an Individual. e. Accounting Rights. Business Associate shall, within ten days of receiving a written request from Covered Entity, maintain and make available to Covered Entity the information necessary for Covered Entity to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R. 164.528. f. Restrictions and Confidential Communications i. Business Associate shall restrict the Use or Disclosure of an Individual’s PHI within ten days of notice from Covered Entity of: A. a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or B. a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522. ii. Business Associate shall not respond directly to an Individual’s requests to restrict the Use or Disclosure of PHI or to send all communication of PHI to an alternate address. iii. Business Associate shall refer such requests to Covered Entity so that Covered Entity can coordinate and prepare a timely response to the requesting Individual and provide direction to Business Associate. g. Governmental Access to Records. Business Associate shall make its facilities, internal practices, books, records, and other sources of information, including PHI, available to the Secretary for purposes of determining compliance with the HIPAA Rules in accordance with 45 C.F.R. 160.310. h. Audit, Inspection and Enforcement i. Business Associate shall obtain and update at least annually a written assessment performed by an independent third party reasonably acceptable to Covered Entity, which evaluates the Information Security of the applications, infrastructure, and processes that interact with the Covered Entity data Business Associate receives, manipulates, stores and distributes. Upon request by Covered Entity, Business Associate shall provide to Covered Entity the executive summary of the assessment. ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered Entity’s efforts to audit Business Associate’s compliance with applicable HIPAA Rules. If, through audit or inspection, Covered Entity determines that Business Associate’s conduct would result in violation of the HIPAA Rules or is in violation of the Contract or this DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 77 CMS # 185153 Exhibit D Page 4 of 9 Agreement, Business Associate shall promptly remedy any such violation and shall certify completion of its remedy in writing to Covered Entity. i. Appropriate Safeguards i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as provided in this Agreement. ii. Business Associate shall safeguard the PHI from tampering and unauthorized disclosures. iii. Business Associate shall maintain the confidentiality of passwords and other data required for accessing this information. iv. Business Associate shall extend protection beyond the initial information obtained from Covered Entity to any databases or collections of PHI containing information derived from the PHI. The provisions of this section shall be in force unless PHI is de-identified in conformance to the requirements of the HIPAA Rules. j. Safeguard During Transmission i. Business Associate shall use reasonable and appropriate safeguards including, without limitation, Information Security measures to ensure that all transmissions of PHI are authorized and to prevent use or disclosure of PHI other than as provided for by this Agreement. ii. Business Associate shall not transmit PHI over the internet or any other insecure or open communication channel unless the PHI is encrypted or otherwise safeguarded with a FIPS- compliant encryption algorithm. k. Reporting of Improper Use or Disclosure and Notification of Breach i. Business Associate shall, as soon as reasonably possible, but immediately after discovery of a Breach, notify Covered Entity of any use or disclosure of PHI not provided for by this Agreement, including a Breach of Unsecured Protected Health Information as such notice is required by 45 C.F.R. 164.410 or a breach for which notice is required under §24-73-103, C.R.S. ii. Such notice shall include the identification of each Individual whose Unsecured Protected Health Information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such Breach. iii. Business Associate shall, as soon as reasonably possible, but immediately after discovery of any Security Incident that does not constitute a Breach, notify Covered Entity of such incident. iv. Business Associate shall have the burden of demonstrating that all notifications were made as required, including evidence demonstrating the necessity of any delay. l. Business Associate’s Insurance and Notification Costs DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 78 CMS # 185153 Exhibit D Page 5 of 9 i. Business Associate shall bear all costs of a Breach response including, without limitation, notifications, and shall maintain insurance to cover: A. loss of PHI data; B. Breach notification requirements specified in HIPAA Rules and in §24-73-103, C.R.S.; and C. claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. ii. All such policies shall meet or exceed the minimum insurance requirements of the Contract or otherwise as may be approved by Covered Entity (e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status, and notice of cancellation). iii. Business Associate shall provide Covered Entity a point of contact who possesses relevant Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist with incident handling. iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this Agreement. m. Subcontractors and Breaches i. Business Associate shall enter into a written agreement with each of its Subcontractors and agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The agreements shall require such Subcontractors and agents to report to Business Associate any use or disclosure of PHI not provided for by this Agreement, including Security Incidents and Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or agent knows or should have known of the Breach as required by 45 C.F.R. 164.410. ii. Business Associate shall notify Covered Entity of any such report and shall provide copies of any such agreements to Covered Entity on request. n. Data Ownership i. Business Associate acknowledges that Business Associate has no ownership rights with respect to the PHI. ii. Upon request by Covered Entity, Business Associate immediately shall provide Covered Entity with any keys to decrypt information that the Business Association has encrypted and maintains in encrypted form, or shall provide such information in unencrypted usable form. o. Retention of PHI. Except upon termination of this Agreement as provided in Section 3 below, Business Associate and its Subcontractors or agents shall retain all PHI throughout the term of this Agreement, and shall continue to maintain the accounting of disclosures required under Section 1.e above, for a period of six years. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 79 CMS # 185153 Exhibit D Page 6 of 9 2. Obligations of Covered Entity a. Safeguards During Transmission. Covered Entity shall be responsible for using appropriate safeguards including encryption of PHI, to maintain and ensure the confidentiality, integrity, and security of PHI transmitted pursuant to this Agreement, in accordance with the standards and requirements of the HIPAA Rules. b. Notice of Changes i. Covered Entity maintains a copy of its Notice of Privacy Practices on its website. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission to use or disclose PHI, to the extent that it may affect Business Associate’s permitted or required uses or disclosures. ii. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent that it may affect Business Associate’s permitted use or disclosure of PHI. 3. Termination a. Breach i. In addition to any Contract provision regarding remedies for breach, Covered Entity shall have the right, in the event of a breach by Business Associate of any provision of this Agreement, to terminate immediately the Contract, or this Agreement, or both. ii. Subject to any directions from Covered Entity, upon termination of the Contract, this Agreement, or both, Business Associate shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Business Associate in which Covered Entity has an interest. b. Effect of Termination i. Upon termination of this Agreement for any reason, Business Associate, at the option of Covered Entity, shall return or destroy all PHI that Business Associate, its agents, or its Subcontractors maintain in any form, and shall not retain any copies of such PHI. ii. If Covered Entity directs Business Associate to destroy the PHI, Business Associate shall certify in writing to Covered Entity that such PHI has been destroyed. iii. If Business Associate believes that returning or destroying the PHI is not feasible, Business Associate shall promptly provide Covered Entity with notice of the conditions making return or destruction infeasible. Business Associate shall continue to extend the protections of Section 3 of this Agreement to such PHI, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 4. Injunctive Relief Covered Entity and Business Associate agree that irreparable damage would occur in the event Business Associate or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 80 CMS # 185153 Exhibit D Page 7 of 9 HIPAA Rules or any applicable law. Covered Entity and Business Associate further agree that money damages would not provide an adequate remedy for such Breach. Accordingly, Covered Entity and Business Associate agree that Covered Entity shall be entitled to injunctive relief, specific performance, and other equitable relief to prevent or restrain any Breach or threatened Breach of and to enforce specifically the terms and provisions of this Agreement. 5. Limitation of Liability Any provision in the Contract limiting Contractor’s liability shall not apply to Business Associate’s liability under this Agreement, which shall not be limited. 6. Disclaimer Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement or the HIPAA Rules will be adequate or satisfactory for Business Associate’s own purposes. Business Associate is solely responsible for all decisions made and actions taken by Business Associate regarding the safeguarding of PHI. 7. Certification Covered Entity has a legal obligation under HIPAA Rules to certify as to Business Associate’s Information Security practices. Covered Entity or its authorized agent or contractor shall have the right to examine Business Associate’s facilities, systems, procedures, and records, at Covered Entity’s expense, if Covered Entity determines that examination is necessary to certify that Business Associate’s Information Security safeguards comply with the HIPAA Rules or this Agreement. 8. Amendment a. Amendment to Comply with Law. The Parties acknowledge that state and federal laws and regulations relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide procedures to ensure compliance with such developments. i. In the event of any change to state or federal laws and regulations relating to data security and privacy affecting this Agreement, the Parties shall take such action as is necessary to implement the changes to the standards and requirements of HIPAA, the HIPAA Rules and other applicable rules relating to the confidentiality, integrity, availability and security of PHI with respect to this Agreement. ii. Business Associate shall provide to Covered Entity written assurance satisfactory to Covered Entity that Business Associate shall adequately safeguard all PHI, and obtain written assurance satisfactory to Covered Entity from Business Associate’s Subcontractors and agents that they shall adequately safeguard all PHI. iii. Upon the request of either Party, the other Party promptly shall negotiate in good faith the terms of an amendment to the Contract embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Rules, or other applicable rules. iv. Covered Entity may terminate this Agreement upon 30 days’ prior written notice in the event that: DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 81 CMS # 185153 Exhibit D Page 8 of 9 A. Business Associate does not promptly enter into negotiations to amend the Contract and this Agreement when requested by Covered Entity pursuant to this Section; or B. Business Associate does not enter into an amendment to the Contract and this Agreement, which provides assurances regarding the safeguarding of PHI sufficient, in Covered Entity’s sole discretion, to satisfy the standards and requirements of the HIPAA, the HIPAA Rules and applicable law. b. Amendment of Appendix. The Appendix to this Agreement may be modified or amended by the mutual written agreement of the Parties, without amendment of this Agreement. Any modified or amended Appendix agreed to in writing by the Parties shall supersede and replace any prior version of the Appendix. 9. Assistance in Litigation or Administrative Proceedings Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by Business Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause its employees, Subcontractors, or agents assisting Business Associate in the performance of its obligations under the Contract to, assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall, and shall cause its employees, Subcontractor’s and agents to, provide assistance, to Covered Entity, which may include testifying as a witness at such proceedings. Business Associate or any of its employees, Subcontractors or agents shall not be required to provide such assistance if Business Associate is a named adverse party. 10. Interpretation and Order of Precedence Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, this Agreement shall control. This Agreement supersedes and replaces any previous, separately executed HIPAA business associate agreement between the Parties. 11. Survival Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall survive termination of this contract or this agreement and shall be enforceable by Covered Entity. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 82 CMS # 185153 Exhibit D Page 9 of 9 APPENDIX TO HIPAA BUSINESS ASSOCIATE AGREEMENT This Appendix (“Appendix”) to the HIPAA Business Associate Agreement (“Agreement”) is s an appendix to the Contract and the Agreement. For the purposes of this Appendix, defined terms shall have the meanings ascribed to them in the Agreement and the Contract. Unless the context clearly requires a distinction between the Contract, the Agreement, and this Appendix, all references to “Contract” or “Agreement” shall include this Appendix. 1. Purpose This Appendix sets forth additional terms to the Agreement. Any sub-section of this Appendix marked as “Reserved” shall be construed as setting forth no additional terms. 2. Additional Terms a. Additional Permitted Uses. In addition to those purposes set forth in the Agreement, Business Associate may use PHI for the following additional purposes: i. Reserved. b. Additional Permitted Disclosures. In addition to those purposes set forth in the Agreement, Business Associate may disclose PHI for the following additional purposes: i. Reserved. c. Approved Subcontractors. Covered Entity agrees that the following Subcontractors or agents of Business Associate may receive PHI under the Agreement: ii. Reserved. b. Definition of Receipt of PHI. Business Associate’s receipt of PHI under this Contract shall be deemed to occur, and Business Associate’s obligations under the Agreement shall commence, as follows: i. Reserved. c. Additional Restrictions on Business Associate. Business Associate agrees to comply with the following additional restrictions on Business Associate’s use and disclosure of PHI under the Contract: i. Reserved. d. Additional Terms. Business Associate agrees to comply with the following additional terms under the Agreement: i. Reserved. DocuSign Envelope ID: C3EE7752-0EDD-476F-B096-28AA6DEB64C2 83 MEMORANDUM TO:Mayor and City Council FROM:Linda Consuegra, Assistant Chief THROUGH:Kim Ferber, Police Chief MEMO DATE:September 17th, 2024 MEETING DATE:October 8th, 2024 RE:Resolution #122 Series of 2024 – Body Worn Camera Renewal Contract _____________________________________________________________________ REQUEST OF COUNCIL: This is a request of the council to approve Resolution # 122 (Attachment “A”), renewing a contract for services to provide body-worn cameras, sundry equipment, and a cloud- based evidence storage and management system (Attachment “B”). SUMMARY AND BACKGROUND: The Aspen Police Department has been testing body camera systems, taking a very cautious approach to implementation due to evolving policy and procedures and technological developments. In 2018, the department participated in a free trial of the Axon body camera system and related cloud evidence management software. In December 2019, the city council approved a 5-year contract for all officers, sworn and community response officers, and related cloud-based evidence management software. DISCUSSION: Police transparency and accountability have been in the public eye to a greater degree than ever due to instances of inappropriate conduct, excessive use of force, shooting deaths of community members across the country, and false accusations against police officers. In Aspen, we are fortunate to have a highly trained staff of police officers for whom such transgressions are rare or have never occurred. However, on June 19, 2020, Governor Jared Polis enacted sweeping law enforcement reforms in Colorado by signing Senate Bill 20-217, Enhancing Law Enforcement Integrity. The Aspen Police Department was fortunate to have already met the requirement of all local law enforcement agencies to issue body-worn cameras to their officers. 84 BASIS FOR VENDOR SELECTION: When Aspen police first considered purchasing body-worn cameras, Axon Enterprise was selected. At the time, it was one of the few companies that existed and provided the best equipment. Axon Enterprise continues to be the best body-worn camera system, is used by more law enforcement agencies than any other brand, and our staff and infrastructure are in place to continue working with it. FINANCIAL IMPACTS: Spending authority within the Police department budget (in the General Fund) already exists and the current budget can cover the annual costs under the body-worn camera program. The new contract is for a total of $242,207 for five years, with an average annual cost of $48,441. ENVIRONMENTAL IMPACTS: There are minimal environmental impacts. The cameras are rechargeable. ALTERNATIVES: Council could authorize spending fewer dollars on fewer cameras to provide only for sworn officers, who are mandated to use a body-worn camera per SB-217, and not for community response officers. RECOMMENDATIONS: Approve Resolution #122 adopting the renewal of the body-worn camera contract with Axon Enterprise, Inc. of Scottsdale, AZ. CITY MANAGER COMMENTS: 85 ATTACHMENT “A” RESOLUTION #122 (Series of 2024) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND AXON INC OF SCOTTSDALE, AZ. AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for, between the City of Aspen and, a true and accurate copy of which is attached hereto as Exhibit “A”; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for, Body Worn Cameras between the City of Aspen and Axon Inc., of Scottsdale, AZ, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 8th day of October 2024. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, October 8th, 2024. Nicole Henning, City Clerk 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 MEMORANDUM TO:City Council FROM:Jenn Ooton, Senior Project Manager THROUGH:Sara Ott, City Manager MEMO DATE:Sept. 30, 2024 MEETING DATE:Oct. 8, 2024 RE:Resolution #123, Series 2024 – Supporting a Local Planning Capacity Grant Application _____________________________________________________________________ REQUEST OF COUNCIL:Approval of Resolution #123, Series 2024 acknowledging and supporting an application by the city of Aspen for a local planning capacity grant through the Colorado Department of Local Affairs. SUMMARY AND BACKGROUND: The Department of Local Affairs has created a grant program to increase the capacity of local government planning departments for efforts that impact the number of affordable housing units built toward a local Proposition 123 commitment. The city of Aspen’s grant application for $182,400 is intended to provide funding for consultants with expertise in navigating state of Colorado program requirements for affordable housing grants and coordinate and collaborate with assigned city staff on grant writing to increase affordable housing in Aspen. DOLA grants require proof of an official action authorizing submission of this grant and acknowledging that if awarded, the jurisdiction is prepared to contribute the matching portion of the proposed budget. FINANCIAL IMPACTS: If awarded, the grant requires the city of Aspen to provide a match of 20% of the project’s cost. Monies for this match would come from the City Manager’s Office budget within the General Fund. ENVIRONMENTAL IMPACTS: This grant application does not have a direct environmental impact, however, if the city is awarded the grant, it would support additional affordable housing development. People living closer to their jobs do not have to travel long distances and are better able to choose other modes of travel such as walking or biking easier. 115 RECOMMENDATIONS: Approval of Resolution #123, Series 2024. CITY MANAGER COMMENTS: 116 Resolution No. 123, Series of 2024 Support for Grant Application Page 1 of 2 RESOLUTION #123 SERIES OF2024 A RESOLUTION OF THE CITY OF ASPEN CITY COUNCIL ACKNOWLEDGING AND SUPPORTING THE APPLICATION BY THE CITY OF ASPEN FOR A LOCAL PLANNING CAPACITY GRANT THROUGH THE STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS. WHEREAS, within the adopted City of Aspen’s Affordable Housing Strategic Plan (2022-2028), several Action items are identified as priorities including: Development of Financial Resources for New Construction, Land Banking, Regional Collaboration, and Partnerships; and, WHEREAS,the Colorado Department of Local Affairs (DOLA) has established a Local Planning Capacity Grant Program for municipalities and counties to increase the capacity of local government planning departments to address affordable housing; and, WHEREAS,staff has determined that consultant support pursuing grant funding and support categorizing the number of state programs designed to advance the development of affordable housing is beneficial to the City of Aspen, and that a request for capacity for this request is appropriate within the Local Planning Capacity Grant Program; and, WHEREAS,theCityCouncil finds that this Resolutionfurthersand is necessaryfor the promotion of public health, safety, and welfare. NOW,THEREFORE,BE ITRESOLVEDBYTHE CITYCOUNCILOFTHE CITY OF ASPEN AS FOLLOWS: Section 1: A. Aspen City Council acknowledges and is supportive of an application to The State of Colorado Department of Local Affairs Local Planning Capacity Grant Program for the purposes of building additional capacity for grant writing and program evaluation in the development of affordable housing. B. If the grant proposal is successful, an RFP for consultant support would be the next step in the process.Council would have a future role of reviewing and approving the contract for the selected consultant. C. Council is aware that the receipt of a grant would require the City of Aspen to provide a match of 20% of the project’s cost. Monies for this match would come from the City Manager’s Office budget within the General Fund. FINALLY,adoptedthis 8 th dayofOctober, 2024. 117 Resolution No. 123, Series of 2024 Support for Grant Application Page 2 of 2 Torre, Mayor ATTEST:APPROVEDASTO FORM: NicoleHenning,CityClerk JamesR. True, CityAttorney 118 Page 1 of 5 MEMORANDUM TO:Mayor and Council Members FROM:Chris Everson, Affordable Housing Development Project Manager THROUGH:Rob Schober, Capital Asset Director MEMO DATE:September 17, 2024 MEETING DATE:October 8, 2024 RE:Resolution #124 of 2024: Amendment #9 to Contract #2021-150 with Cushing Terrell, Additional Design Services for Lumberyard Affordable Housing Development Project REQUEST OF COUNCIL:Staff is requesting approval of Resolution #124 of 2024 and the associated contract amendment with Cushing Terrell as described below. BACKGROUND:On July 27, 2021, Aspen City Council approved the initial contract with Cushing Terrell as architecture and engineering (AE) design team lead for the Lumberyard affordable housing development. Below is the history of the contract with Cushing Terrell to this point: Original Contract (Approved by Aspen City Council 7/27/2021) Part 1: Customized Schematic Design $446,316 Part 2: Supporting the Land Use Entitlements Application $249,412 Add Services #1 (Approved by City Manager 10/24/2021) Financial Consulting, Currell Program Mgmt.$49,544 Add Services #2 (Approved by Aspen City Council, 12/14/2021) Transportation Impact Analysis by Fehr & Peers $76,365 Add Services #3 (Approved by Aspen City Council, 3/22/2022) Extended SD Timeline & Sustainability Consulting $145,840 Add Services #4 (Approved by Aspen City Council, 6/28/2022) Part 3: Design Development (DD)$496,589 Part 4: Supporting the Land Use Entitlements Process $110,026 DD Scope for EGC Plus Sustainability Certification $48,763 Add Services #5 (Approved by Aspen City Council, 7/26/2022) Entitlements Planning and Facilitation $333,754 Operations and Property Management Consulting $20,000 Air Quality / Environmental Consulting $28,000 Ongoing financial planning and financing consultation $36,652 Add Services #6 (Approved by Aspen City Council, 7/11/2023) Entitlements Part 2 Continued Support $286,000 119 Page 2 of 5 Add Services #7 (Approved by Aspen City Council, 10/10/2023) Development Agreement Support - Exhibit 7A $35,000 Access and Infrastructure Design - Exhibit 7B $645,500 Demolition and Recycling of Existing Site/Buildings - Exhibit 7C $294,470 Additional Part 4: Design Development – PM/Coord. - Exhibit 7D $63,150 Part 5: Planned Development Documentation - Exhibit 7E $250,825 Additional Environmental Consulting - Exhibit 6F $10,500 Credit for unused portion of Add Services #6 from 7/11/2023 ($150,000) Add Services #8 (Approved by City Manager, 9/16/2024) Design and impact study for alternate driveway/intersection alignment $36,398 related to access for Mountain Rescue Aspen Current Total Contract Amount $3,513,104 (does not include additional services currently proposed) DISCUSSION: Schedule Update and Approach to Phase 0 Construction Contracting and Budgeting Staff is preparing an initial construction contract for the abatement and demolition of existing facilities at the Lumberyard property. It is anticipated that this will be submitted for the Council consent agenda on October 22, 2024. At a July 8, 2024 work session with Council, staff indicated that this work would begin in October, but due to extended bidding preparations and construction bidding timelines, this work is expected to begin in November and run through the first quarter of 2025. The July 8, 2024 work session memo also stated the following: “The 2024 Lumberyard phase 0 project budget of $14.25 million was based on a 2022 schematic design project estimate with an annual cost escalator of 5%. In recent communications with local builders, staff has been warned of construction cost increases, potentially far above 5% annually, which could significantly drive up the anticipated cost of the phase 0 construction contract.” Staff has since commissioned a 2024 re-estimate of the phase 0 infrastructure project based on the up-to-date 2024 Lumberyard phase 0 infrastructure construction plans. Staff is currently planning to present that updated information to Council at the 2025 budget work session currently scheduled for October 14, 2024. At that time, staff will present the updated project estimate and request Council to approve additional budgeted funds for the balance of the infrastructure scope of work, beginning in 2025 and running through 2026. To keep the project on schedule, the initial construction contract for abatement and demolition of the existing structures is necessary in any case, if the project is to be implemented. The bidding process to this point indicates that this will fit well within the 2024 project budget. After the 2025 budget review process in October, an additional contract for the balance of the phase 0 infrastructure construction scope of work will be brought to Council for approval in early 2025, and that larger scope of infrastructure construction work will continue through 2026. For clarity, the sequence described is illustrated below: 120 Page 3 of 5 Update on Developer Proposals for Vertical Development The City of Aspen has received development proposals for the vertical development of the Lumberyard housing facilities from developers who were pre-qualified through a prior RFQ process earlier in 2024. Although three pre-qualified developers ultimately declined to submit an RFP response, the twelve who did submit an RFP response are listed below: Aspen Housing Partners (SCG & Berkshire Lane) Bond Brookside LLC Continuum Partners Corum Real Estate Group Fairfield Gorman & Company Penrose Pinnacle Real Estate Development Group Realty Capital The Michaels Organization The NHP Foundation Ulysses Development and Romero Group Staff has begun the evaluation process, and based on the evaluation criteria in the RFP, intends to narrow the field for finalist interviews in late October and/or early November, with a goal of bringing Council a recommendation by end of year. At the moment, however, evaluation of the phase 0 infrastructure construction proposals is the critical path priority, although work is currently in process on both tracks. Cushing Terrell Architects – Request for Approval of Additional Services #9 Throughout 2024, Cushing Terrell Architects (CTA), along with subconsultants Roaring Fork Engineering and Connect One Design, have been working diligently to prepare for the upcoming Lumberyard phase 0 abatement, demolition and infrastructure construction. This work includes the completion of the DD design documents for the purpose of memorializing the Lumberyard 121 Page 4 of 5 planned development (PD) and completion of the subdivision plat. Additionally, CT completed the project manual and associated appendices, which consist of over 1,000 pages of project specifications and due diligence reports. Cushing Terrell have also completed two sets of construction plans (1 set for City of Aspen Building Department regulatory compliance and 1 set for compliance with CDOT regulations), a total of about 300 detailed plan sheets. Cushing Terrell have also submitted the necessary building permit applications, and review of those are being coordinated to move forward in alignment with the schedule described above. Staff is herein requesting Council approval of additional services #9, as described below, to the existing Cushing Terrell contract described above. For items 9A and 9B below, the City of Aspen initiated additional scope of work related to services which had been previously contracted. For items 9C and 9D below, the City of Aspen is requesting the addition of new scope of work related to moving to the construction phase of the project: 9A: Additional Scope of Work for Access and Infrastructure Construction Documents: Scope of work added during and after approval of Ordinance 10, including sound wall design per City of Aspen, snow fencing, lighting and irrigation per City Parks Dept, pedestrian improvements adjacent to the AABC per Pitkin County Engineering, additional stormwater detention infrastructure per CDOT, lengthened Hwy 82 deceleration lanes per CDOT. 9A Additional fees & reimbursable expenses $127,074 9B: Additional Environmental Consulting Scope of Work: Environmental support during additional site testing, environmental testing scope of work, remediation and oversight specification/documentation, review and recommendations related to subsurface investigative reports, in support of regulatory compliance for abatement and demolition bid process. 9B Additional fees & reimbursable expenses $24,306 9C: Construction Administration Services for Abatement and Demolition Construction: Addition of construction administration services for architect support during the abatement and demolition construction, including services such as reviewing and responding to contractor requests for information (RFIs), participating in weekly project OAC meetings, evaluation of alternatives and substitutions, and additional documentation as needed, for 4-5 month abatement and demolition duration. 9C Additional fees & reimbursable expenses $90,252 9D: Support of Expanded Phase 0 Construction Bid Process: Support for extended phase 0 construction bid process for abatement and demolition and the addition of CM-GC negotiation phase. Additional services include participating in pre- proposal conference, responding to RFIs, reviewing substitution requests, preparing addendums, participating in weekly CM-GC meetings, participating in reasonable value engineering and evaluating alternatives, 4-5 month negotiation duration. 9D Additional fees & reimbursable expenses $163,867 122 Page 5 of 5 Subtotal Additional Services #9 $405,499 Proposed Updated Total Contract Amount $3,918,603 (includes additional services #9 currently proposed) Additional services #9 maintains the design team scope of work in alignment with the abatement and demolition construction scope of work, a contract for which will be presented for approval at Council’s next regular meeting on October 22. Because items 9A, 9B and 9D are underway, Cushing Terrell has requested that approval of additional services #9 not be further delayed. When the phase 0 infrastructure construction contract is brought to Council for approval in early 2025, further additional services with Cushing Terrell will be needed to support construction administration for the phase 0 infrastructure construction effort for 2025-2026. FINANCIAL IMPACTS:The table below illustrates Cushing Terrell additional services #9 within the overall 2024 project budget. The table also illustrates projected 2024 costs for abatement and demolition construction, contingency, and the final projected 2024 project total. Note that the table does not include costs related to phase 0 infrastructure work beginning in early 2025 and running through 2026, which will be discussed at the upcoming budget work session. 2024 Lumberyard Project Budget & Projected through end of Abatement and Demolition RECOMMENDATIONS:As mentioned above, to keep the project moving forward, the initial construction contract for abatement and demolition of the existing structures is necessary in any case, if the project is to be implemented. The bidding process thus far, which is the basis of the table shown above, indicates that this will fit well within the 2024 project budget. For these reasons, staff recommends approval of Resolution #124 of 2024 and the associated contract amendment with Cushing Terrell. CITY MANAGER COMMENTS: EXHIBITS:Exhibit A: Cushing Terrell Add Services #9, AIA G802 Contract Amendment and supporting proposal narrative. 123 RESOLUTION #124 (Series of 2024) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT AMENDMENT BETWEEN THE CITY OF ASPEN AND CUSHING TERRELL, AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT AMENDMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract amendment between the City of Aspen and Cushing Terrell, a true and accurate copy of which is attached hereto as “Exhibit A”; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves the contract amendment between the City of Aspen and Cushing Terrell, a copy of which is annexed hereto and incorporated herein and does hereby authorize the City Manager to execute said contract amendment on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 8th day of October, 2024. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held October 8, 2024. Nicole Henning, City Clerk 124 i�.1AIA Document GSOt-2017 Amendment to the Professional Services Agreement PROJECT: (name and address) AGREEMENT INFORMATION: Aspen Lumberyard Date: July 27, 2021 As described in Exhibit B City of Aspen Request for Proposals 2021-150 OWNER: (name and address) City of Aspen 130 South Galena Street Aspen, CO 81611 ARCHITECT: (name and address) CTA, Inc., dba Cushing Terrell 1700 Broadway, Suite 1200 Denver, CO 80290 AMENDMENT INFORMATION: Amendment Number: 09 Date: Sep 17, 2024 The Owner and Architect amend the Agreement as follows: Provide additional design services to include: 9A Access and Infrastructure Design: Construction documentation of selected sound wall, snow fence, Sage Way revisions, CDoT,and added Electric Infrastructure scope - see Exhibit 9A 9B Additional Environmental Consulting- see Exhibit 9B 9C Phase 0: Abatement, Deconstruction, and Demolition - Construction Administration (Part 8 Service, Partial): Cushing Terrell and sub consultants will provides Architectural and Engineering Construction Administration Services for the duration of Phase O construction activities. - see Exhibit 9C 9D Phase 0: Site Grading and Public Infrastructure - Bidding and Negotiation (Part 8 Service, Partial): Supporting both the competitive bidding process, as well as the negotiated GMP portion of the contract. - see Exhibit 9D The Architect's compensation and schedule shall be adjusted as follows: Compensation Adjustment: Add to Article 11.2: Additional Service: 9A Access and Infrastructure Design: - reimbursable expenses and labor (hourly) not to exceed $127,074.00 9B Additional Environmental Consulting - reimbursable expenses and labor (hourly) not to exceed $24,306.00 9C Phase 0: Abatement, Deconstruction, and Demolition - Construction Administration (Part 8 Service, Partial) - reimbursable expenses and labor (hourly) not to exceed $90,252.00 9D Phase 0: Site Grading and Public Infrastructure - Bidding and Negotiation (Part 8 Service, Partial) - reimbursable expenses and labor (hourly) not to exceed $163,867.00 Net Total for all parts: $405,499.00 Schedule Adjustment: To be coordinated between Owner and Architect based on overall project schedule Original Contract Amount Previous Change Order(s) Change Order #9 Amount Update Contract Total S695, 728.00 $2,817,376.00 $405,499.00 $3,918,603.00 AIA Document G802 - 2017. Copyright© 2000, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA, - the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced al 15:46:35 ET on 1 09/16/2024 under Order No.3104239063 which expires on 02/10/2025, is no! for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents& Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA52) Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 125220 SIGNATURES: La ura Dough erty, Assoc ia te Princ ipa l PRINTED NAME AND TITLE o%/1 ~ I 1/0?!f City o f Aspe n, CO OWNER (Firm n a m e) SIGNATURE Sara Ott, City Manag e r PRINTED NAME AND TITLE DATE AIA Document G802 -2017. Copyright© 2000. 2007 and 2017. All rights reserved. "The American Insti tute of Architects," "Ame rican Institute of Architects .'' "AIA." the AIA Logo, and "A IA Contract Documents· are trademarks of The American Institute of Architects. This document was produced at 15:46:35 ET on 2 09/16/2024 under Order No.3 104239063 wh ich expires on 02/10/2025, is not for resale, is licensed for one-time use only, a nd may only be used in accordance with t he A IA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA52) Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 126221 cushingterrell.com September 17, 2024 Chris Everson Affordable Housing Development Senior Project Manager City of Aspen, Capital Asset Department 427 Rio Grande Place Aspen, CO 81611 chris.everson@aspen.gov Re: Additional Professional Design Services for The Aspen Lumberyard Affordable Housing Project Dear Chris, CTA Inc. (dba Cushing Terrell) is pleased to provide this architectural and engineering services proposal for the ongoing and additional design services for the Aspen Lumberyard Affordable Housing Project located in Aspen, CO. We are excited and pleased at the opportunity to work with you on this project. The attached proposal provides a description of Cushing Terrell’s understanding of the project scope and discusses the scope of services Cushing Terrell will provide related to additional Phase 0 and Environmental scope. It also lists our proposed team, which accounts for the disciplines and expertise required for a project of this nature. Please review the proposed services and fees in the attached G802 amendment to our Agreement. Do not hesitate to call or email if you have any questions about the content therein. Thank you for this opportunity. Sincerely, CUSHING TERRELL Laura Dougherty, AIA Associate Principal, Project Manager cc: Cushing Terrell File – ASPEN_LMBRYD Attachments: AIA Document G802 CO#9 Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 127222 cushingterrell.com Exhibit 9A Additional Services to Amendment 7 Access and Infrastructure Design – Construction Documentation of Selected Sound Wall, Snow Fence, Sage Way Revisions, Added CDoT, and Electric Infrastructure Scope Following on the efforts approved in a previous change order (7) for continuing to explore options related to trail alignments, sound wall studies and carport treatments, Cushing Terrell and sub consultants will provide Architectural and Engineering Services for developing detailed construction documents for design elements developed after Ordinance 10 (snow fencing, sound wall and the speed table at Sage Way closure/Woodward Lane). It includes construction documentation of additional scope for landscape design and permanent irrigation for Parcels 1D (fronting 82 at Building 1), 5 (detention at site entry) and a portion of 3 (along Annie Mitchell trail extension). Additional construction documentation for the lengthened deceleration lanes in conjunction with added coordination with Owner’s consultants to expand scope for the initial area for inclusion. Furthermore, Aspen Electric Department requested the electric infrastructure shall incorporate Holy Cross Energy alongside with City Electric system. Redesign of circuiting run and associated components will be required. This scope of work includes Project Management of the design team, Civil Engineering, Landscape Architecture, and Structural Engineering. This effort includes additional coordination/review meetings with City Parks Department. Additional review meetings with Pitkin County related to additional scope related to the AABC Trail bike and pedestrian routes at the closure of Sage Way to include design of speed table and roadway markings and associated regrading of roads and bike trail (further expansion beyond this intersection is not anticipated and would require additional services). SCOPE OF SERVICES Cushing Terrell will continue to manage this project from our Denver office. Our professional team will continue to be the following key team members: Cushing Terrell Project Manager: Laura Dougherty, AIA Director of Affordable Housing: Randy Rhoads, AIA Electrical Engineering: Patrick Moranville, PE Consultants Civil Engineering: Roaring Fork Engineering, Richard Goulding, PE Landscape Architect: Connect One Design, Gyles Thornely Structural Engineering: SA Miro, David Lewis, PE Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 128223 3 cushingterrell.com Coordination with Owner’s Consultants will be provided: Subsurface Utility Engineering/Potholing: Horrocks Engineers Geotechnical Engineering: Kumar and Associates Environmental Compliance: ERO Surveyor: True North COMPENSATION Compensation for labor (hourly) and expenses shall not to exceed $127,074. Of the $127,074 requested we have completed $102,514.50* of these services. $24,559.50 remains to be performed. We propose increasing the current limit for Infrastructure Design from $645,500 to $772,574. *As accrued through August invoicing. Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 129224 4 cushingterrell.com Exhibit 9BAdditional Environmental Consulting SCOPE OF WORK Cushing Terrell’s sub consultant Slosky and Company, Inc. will continue to support the materials testing and subsurface investigation process. Task 2B: Review RFQs/RFPs received (Materials testing). Task 2C: Review Materials testing report. Task 3A: Technical scope of work for subsurface investigation. Task 3B: RFQ/RFP support (Surface investigation, assistance with remediation and oversight specification/scope). Task 3D: Review subsurface investigation reports. The consultant will provide technical support for the tasks listed above, respond to technical questions, and assist in the resolution of comments. The consultant and a Cushing Terrell representative will attend weekly meetings (as requested). Additional scope for the construction phase support of abatement and remediation efforts will be proposed at the conclusion of the testing and reporting phase. SCOPE OF SERVICES Cushing Terrell will continue to manage this project from our Denver office. Our professional team will continue to be the following key team members: Cushing Terrell Project Manager: Laura Dougherty, AIA Director of Affordable Housing: Randy Rhoads, AIA Consultants Environmental: Slosky and Company, Inc, Leonard Slosky COMPENSATION Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 130225 5 cushingterrell.com Compensation for labor (hourly) and expenses shall not to exceed $24,306, increasing the current limit of Air Quality Review and Environmental Consulting from $50,500 to $74,806. Of the $24,306 requested we have completed approximately $20,152* of these services. $4,154 remains to be performed. *As accrued through July invoice. Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 131226 6 cushingterrell.com Exhibit 9C Phase 0: Abatement, Deconstruction, and Demolition – Construction Administration (Part 8 Services, Partial) Following on the completion of Construction/Permit Documents for Phase 0, Cushing Terrell and sub consultants will provide Architectural and Engineering Construction Administration Services for the duration of Phase 0 Abatement, Deconstruction and Demolition construction activities. This scope of work includes responding to contractor’s request for information, review shop drawings and submittals related to the scope of work, participate weekly construction progress OAC meetings, and review Certificates for Payment in accordance with contract documents. Modification as the result of Contractor Value Engineering, Contractor or Owner design changes, or Unforeseen conditions, shall be considered an additional service and will be provided as a separate proposal for approval. Record drawings and/or as-built drawings are excluded but can be provided upon approval on a negotiated fee. Full time or SWPP inspections are excluded. Cushing Terrell and sub consultants will coordinate closeout and warranty procedure with GC upon completion of demolition work as additional Part 9 Services. We assume 3 months construction demolition as Part 8 Services duration. SCOPE OF SERVICES Cushing Terrell will continue to manage this project from our Denver office. Our professional team will continue to be the following key team members: Cushing Terrell Project Manager: Laura Dougherty, AIA Director of Affordable Housing: Randy Rhoads, AIA Electrical Engineer: Patrick Moranville, PE Consultants Civil Engineering: Roaring Fork Engineering, Danny Stewart, PE Landscape Architect: Connect One Design, Gyles Thornely Structural Engineering: SA Miro, David Lewis, PE COMPENSATION Compensation for labor (hourly) shall not to exceed $82,047. Reimbursable expenses are estimated at 10% or $8,205 for a total of not to exceed $90,252. Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 132227 7 cushingterrell.com Exhibit 9D Phase 0: Deconstruction, Demolition, Site Grading & Public Infrastructure – Bidding and Negotiation (Part 8 Services, Partial) Following on the completion of Construction/Permit Documents for Phase 0, Cushing Terrell and sub consultants will provide support during Bidding and Negotiation phase. This scope of work includes supporting both the competitive bidding process, as well as the negotiated GMP portion of the contract. Anticipated services include participating in the prebid conference, responding to RFIs, reviewing substitution requests, preparing addendums as needed. For the negotiated GMP SOW, services could include participating in weekly OAC meetings, participating in reasonable value engineering and evaluating alternatives. We anticipate a 5-month duration commencing in August in support of the RFP. SCOPE OF SERVICES Cushing Terrell will continue to manage this project from our Denver office. Our professional team will continue to be the following key team members: Cushing Terrell Project Manager: Laura Dougherty, AIA Director of Affordable Housing: Randy Rhoads, AIA Consultants Civil Engineering: Roaring Fork Engineering, Danny Stewart, PE Landscape Architect: Connect One Design, Christine Shine Structural Engineering: SA Miro, Chad Mitchell, PE Traffic Engineer: Fehr & Peers, Charles Alexander, PE, AICP COMPENSATION Compensation for labor (hourly) shall not to exceed $148,970. Reimbursable expenses are estimated at 10% or $14,897 for a total of not to exceed $163,867. Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 133228 Exhibit 9AAccess and Infrastructure Design Proposed Additional ServiceRate Hours Fee Rate Hours Fee Rate Hours Fee Rate Hours FeeSage Way speed table design and construction documentation 30 $6,750.00 8 $2,104.00 70 $17,500.00Permanent irrigation for Parcel 1D, 3, and 5 26 $5,850.00 4 $1,052.00Full Landscaping for Parcel 1D and 5, and Partial landscaping for Parcel 3 24 $5,400.00 8 $2,104.00 $0.00Sound wall construction documentation 26 $5,850.00 12 $3,156.00 $0.00 50 $12,750.00Snow fence construction documentation 22 $4,950.00 8 $2,104.00 22 $5,610.00Added CDoT Scope$0.00 8 $2,104.00 84 $21,000.00Added Electric Infrastructure Scope 4 $900.00 30 $7,890.00 80 $20,000.00Landscape Architecture$225.00 132$29,700.00PM/Project Integration$263.00 78$20,514.00Civil Engineering$250.00 234$58,500.00Structural Engineering$255.00 72$18,360.00Total Add ServiceDescriptionC1D CT RFE S.A. MiroLandscape Architecture$29,700.00 $26,730.00 $2,970.00PM/Project Integration$20,514.00 $15,385.50 $5,128.50Civil Engineering$58,500.00 $43,875.00 $14,625.00Structural Engineering$18,360.00$16,524.00 $1,836.00$127,074.00$24,559.50$255.00Summary$127,074.00Item DescriptionC1D CT RFE S.A. MiroProposed Additional ServiceBreakdown$225.00 $263.00 $250.00ItemFeeJTD EffortJTD BalanceCost TrackerTotal$102,514.50Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0134229 Exhibit 9BEnvironmental ConsultingRate Hours Fee Rate Hours FeeTask 2B: Review RFQs/RFPs received (Materials testing). 4 $864.00 2 $526.00Task 2C: Review Materials testing report. 8 $1,728.00 4 $1,052.00Task 3A: Technical scope of work for subsurface investigation. 36 $7,776.00 12 $3,156.00Task 3B: RFQ/RFP support (Surface investigation). 4 $864.00 2 $526.00Task 3C: Review RFPs/RFPs received (Subsurface investigation). 0 $0.00 0 $0.00Task 3D: Review subsurface investigation reports. 24 $5,184.00 10 $2,630.00Task 3E: Review Draft and Final Remediation Reports 0 $0.00 0 $0.00Environmental Consulting$216.00 76$16,416.00PM/Project Integration$263.00 30$7,890.00Total Add ServiceSlosky CT$16,416.00 $15,677.20 $738.80$7,890.00 $4,474.60 $3,415.40Task 2B - Review RFQs/RFPs received (Materials testing). $1,390.00 $484.80 $121.20 $784.00Task 2C - Review Materials testing report. $2,780.00 $1,633.60 $408.40 $738.00Task 3A - Technical scope of work for subsurface investigation. $10,932.00 $6,774.20 $3,156.00 $1,001.80Task 3B - RFQ/RFP support (Surface investigation). $1,390.00 $442.60 $526.00 $421.40Task 3C - Review RFPs/RFPs received (Subsurface investigation). $0.00 $0.00 $0.00 $0.00Task 3D - Review subsurface investigation reports. $7,814.00 $6,342.00 $263.00 $1,209.00Task 3E: Review Draft and Final Remediation Reports $0.00 $0.00 $0.00 $0.00$24,306.00$4,154.20Item DescriptionLeonard SloskyCTProposed Additional ServiceBreakdown$216.00 $263.00Summary$24,306.00Cost TrackerEnvironmental ConsultingPM/Project IntegrationTotal$20,151.80Item Description FeeJTD EffortJTD BalanceDocusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0135230 (add/edit/delete as needed)Principal Senior Manager Associate Admin. Principal Senior Manager Associate Admin.Architect CT 40.0 40.0 80.0 100.0 48.0 48.0 60.0 60.0Landscape Arch. Connect 1 Design (C1D) 8.0 16.0 16.0 48.0 80.0 48.0Civil Eng. RFE 24.0 42.0 42.0 48.0 80.0 80.0Traffic Eng. Fehr & Peers - CA 6.0 12.0 2.0Structural Eng. S.A. Miro 3.0 6.0 4.0 24.0 36.0MEP Eng. CT 6.0 6.0 24.0 24.0Other5 0Total 75.0 104.0 128.0 122.0 0.0 154.0 244.0 166.0 168.0 0.0Total Per Each Contract PartGrand Total 1161.0Company NameEstimated Hours429.0Part 8: Bidding and Negotiation (5 months)732.0Part 8: Construction Administration- Demo/Deconstruction (3 months)Exhibit 9C Exhibit 9D Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0136231 (add/edit/delete as needed)Principal Senior Manager Associate Admin. Principal Senior Manager Associate Admin.Architect CT $11,200 $10,640 $14,480 $12,000 $0 $13,440 $12,768 $10,860 $7,200 $0Landscape Arch. Connect 1 Design (C1D) $2,000 $3,680 $0 $2,640 $0 $12,000 $18,400 $0 $7,920 $0Civil Eng. RFE $5,832 $8,610 $6,678 $0 $0 $11,664 $16,400 $12,720 $0 $0Traffic Eng. Fehr & Peers - CA $0 $0 $0 $0 $0 $1,620 $1,920 $290 $0 $0 Structural Eng. S.A. Miro $765 $0 $1,170 $0 $0 $1,020 $0 $4,680 $6,660 $0 MEP Eng. CT $0 $1,320 $0 $1,032 $0 $0 $5,280 $0 $4,128 $0Other5 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total $19,797 $24,250 $22,328 $15,672 $0 $39,744 $54,768 $28,550 $25,908 $0Subtotal Each Contract PartAssume 10% ReimbursablesTotal Per Each Contract PartGrand Total $254,119Company NameEstimated Fees$14,897$163,867$148,970Exhibit 9DPart 8: Construction Administration- Demo/Deconstruction (3 months)$82,047$8,205$90,252Part 8: Bidding and Negotiation (5 months)Exhibit 9CDocusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0137232 Fee Summary: Revised 9-16-2024Part 7 CDs: Phase 0 Scope Addition - Exhibit 9AAug-24$127,074Continued Environmental Support - Exhibit 9Bcompl$24,306Part 8 CA: Phase 0 Abatement & Demolition - Exhibit 9CAug-24$90,252Part 8 Bidding: Phase 0 - Exhibit 9DAug-24$163,867Subtotal$405,499Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0138233 Page 1 of 2 MEMORANDUM TO:Mayor and City Council FROM:Pete Strecker, Finance Director THRU:Sara Ott, City Manager MEETING DATE:October 8, 2024 RE:Ordinance #18 Amending the City’s Tax Code REQUEST OF COUNCIL: Staff is requesting Council approval of Ordinance #18, Series 2024 to adjust the City’s municipal tax code to align with requirements for migrating City sales tax collection services to the State of Colorado. SUMMARY AND BACKGROUND: The City adopted its first local sales tax in 1970 and since that time, it has been a self-collecting tax municipality under its home rule authority. With this, the City has been responsible for adopting its own definitions around taxable sales and has had full authority to audit businesses for tax compliance. DISCUSSION: On June 25, 2024, staff brought forward a discussion to Council regarding the possible outsourcing of City sales tax collections with the State of Colorado. During that discussion, staff noted many compelling reasons to consider outsourcing collection services to the State including the possibility for higher tax receipts, lessening of existing staff demands while also avoiding a costly six figure software upgrade, and obtaining collection services at no additional cost to the City. In addition, it was presented during this work session that the State has been actively working to standardize tax collection across Colorado following the Supreme Court’s 2018 decision in the S. Dakota vs. Wayfair case, which redefined nexus rules around taxable sales. Actions at the State level were noted as being increasingly less subtle and pushing into traditional home rule decisions regarding tax policy or collections. RECOMMENDATION: Based on the discussion during the June work session, staff has prepared Ordinance 18 to align the City’s tax code to allow for a transition to State collection services for the City’s sales tax beginning January 1, 2025. This ordinance migrates definitions for taxable sales to mirror those in State statutes and further denotes that remaining definitions and tax enforcement procedures in the municipal code only apply to other City taxes that Aspen will continue to self-collect (the State can only assist with sales tax collections at this time). In addition to the above changes, Ordinance #18 also increases the food tax refund program for the upcoming 2025 budget cycle, to denote a $132 refund per qualifying applicant, and addresses an oversight item to insert language to the municipal code to reflect the City’s tobacco tax that voters approved in 2018. FINANCIAL IMPACT: It is not possible to quantify how this change will impact collections for Aspen; however, other communities that have recently made this change have all expressed increased revenues as a result. As the local Aspen economy is today with roughly 50% of all 139 Page 2 of 2 taxable sales are lodging and restaurants/bars, the recommendation will not alter these receipts within the local economy. However, where the City may experience meaningful increased collections is in the miscellaneous category, which currently is the fourth largest sector and includes many large online retailers. The potential transition to the State collection process is anticipated to improve compliance in these retailers and an increase in tax collections will likely occur. ALTERNATIVES: Council can elect to not move City sales tax collections to the State. If this is decided, the City may lose out on additional tax receipts anticipated through greater tax compliance at the State level. Additionally, there may be other financial impacts around staffing and software needs that would likely have to be addressed vs. moving to the State collection process and getting collection services at no additional cost to Aspen. PROPOSED MOTION: “I propose to adopt Ordinance #18, Series 2024 at first reading.” CITY MANAGER COMMENTS: ATTACHMENTS: 140 ORDINANCE #18 SERIES OF 2024 AN ORDINANCE OF THE CITY OF ASPEN, COLORADO, AMENDING CHAPTER 23, OF THE CITY OF ASPEN MUNICIPAL CODE TO PROVIDE FOR THE COLORADO DEPARTMENT OF REVENUE TO COLLECT CITY SALES TAX; REMOVE VENDOR’S FEES; AND TO UPDATE THE MUNICIPAL CODE CONCERNING TAXES THAT WILL CONTINUE TO BE COLLECTED, ADMINISTERED, AND ENFORCED BY THE CITY. WHEREAS, The City of Aspen, as a home rule municipality, collects its own sales and use taxes pursuant to Chapter 23 of the City of Aspen Municipal Code, and in particular, Chapter 23.32 of the Municipal Code; and WHEREAS, C.R.S. § 29-2-106(4)(a)(I) requires the Colorado Department of Revenue to collect the sales tax of any home rule municipality upon request of the governing body, pursuant to certain conditions, including that the City’s tax ordinance conform to state requirements; and WHEREAS, pursuant to the above referenced statute, the City can provide that its sales tax be collected by the Colorado Department of Revenue on standard forms at the same time the Department of Revenue collects state sales tax on sales made in Aspen; and WHEREAS, Aspen may continue to decide its own tax base, provided it cannot exempt from sales tax any items that the State of Colorado has not exempted, but may exempt fewer items than the State of Colorado exempts, pursuant to C.R.S. §29-2- 106(4)(a)(1) and §29-2-105(1)(d)(I)); and WHEREAS, pursuant to the above noted statutes, to enable state collection of City of Aspen sales tax, the City must make certain changes to its Municipal Code to conform to the requirements set out in C.R.S. §29-2-105, which changes are reflected in this ordinance; and 141 WHEREAS, the dual system of separate collection of state and local sales taxes is generally regarded by local and multi-jurisdictional businesses as complex and burdensome, and may be simplified by collection of both state and local sales taxes by the Colorado Department of Revenue on one return; and WHEREAS, the City otherwise desires to streamline the sales tax collection process through unifying the City's sales tax return with the state sales tax return, thereby simplifying the process for vendors and reducing collection costs for the City; and WHEREAS, the adoption of this ordinance will not create any new tax or tax policy change directly causing a net tax revenue gain to the City, and therefore no election is required pursuant to Art. X, Sec. 20 (4)(a) of the Colorado Constitution, see TABOR Foundation v. Regional Transportation District, 416 P.3d 101 (Colo. 2018); and WHEREAS, the City also desires to update Chapter 23 of the Municipal Code to reflect local cigarette tax collection and add Chapter 23.56 in accordance with previous voter approval obtained through the November 2017 ballot issue 2B and by approval of Resolution No. 122, Series of 2017, NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, that: Section 1:Chapter 23.32 – Sales Tax of the Municipal Code is hereby repealed and replaced, to read in its entirety as set forth on the attached Exhibit A, which is incorporated by reference as though fully set forth herein. Section 2: Chapter 23.56 – Tobacco and Nicotine Product Tax of the Municipal Code is hereby added to the Municipal Code to read in its entirety as set forth on the attached Exhibit B, which is incorporated by reference as though fully set forth herein. 142 Section 3:Chapter 23.58 – Food Tax Refunds of the Municipal Code is hereby added to the Municipal Code to read in its entirety as set forth on the attached Exhibit C, which is incorporated by reference as though fully set forth herein. Section 4:Section 23.04.010 – General Provisions, Words and Phrases Defined of the Municipal Code is hereby repealed and replaced, to read in its entirety as set forth on the attached Exhibit D, which is incorporated by reference as though fully set forth herein. Section 5:The following additions shall be incorporated into the Municipal Code: Section 23.04.050. This chapter shall not apply to Section 23.32 – Sales Tax. Section 23.08.060. This chapter shall not apply to Section 23.32 – Sales Tax. Section 23.12.050. This chapter shall not apply to Section 23.32 – Sales Tax. Section 23.16.050. This chapter shall not apply to Section 23.32 – Sales Tax. Section 23.20.080. This chapter shall not apply to Section 23.32 – Sales Tax. Section 23.24.040. This chapter shall not apply to Section 23.32 – Sales Tax. Section 23.28.100. This chapter shall not apply to Section 23.32 – Sales Tax. Section 6:The following section for the Municipal Code shall be amended as follows: Section 23.04.030(b)(1) shall be repealed in its current state and Section 23.04.030(b)(2) shall be renumbered as 23.04.030(b)(1). Section 7: After adoption by the City Council, the City Clerk shall provide a copy of this Ordinance to the executive director of the Colorado Department of Revenue at least 45 days prior to the commencement of state collection of City sales taxes. If any portion of this ordinance is declared to be void or ineffective by a court of competent jurisdiction, it shall be deemed servered from this ordinance, and the remaining portions shall remain valid and in full force and effect. The City’s officials are authorized and directed to take all action necessary and appropriate to effectuate the provisions of this ordinance. All references to Colorado law are to the versions of those laws in effect at the time of this ordinance was adopted as well as any subsequent amendments thereto. 143 Section 8:The Municipal Code amendments set forth in this Ordinance shall apply to allsales transactions occurring on or after January 1, 2025. INTRODUCED AND READ, as provided by law, by the City Council of the City of Aspen on the 8th day of October 2024. ATTEST: _____________________________ ____________________________ Nicole Henning, City Clerk Torre, Mayor FINALLY,adopted, passed and approved this __ day of ___________ 2024. ATTEST: _____________________________ ____________________________ Nicole Henning, City Clerk Torre, Mayor APPROVED AS TO FORM: _____________________________ James R. True, City Attorney 144 EXHIBIT A Sec 23.32 - Sales Tax Sec. 23.32.010. Purpose. The purpose of this Article is to impose a tax on: (1)The sale of tangible personal property at retail in the City; and (2)The furnishing of services in the City. Sec. 23.32.020. Definitions. All terms used in Chapter 23 shall have the same meaning as provided for in Section 39- 26-102, C.R.S. Sec. 23.32.030. Marketplace sales. Application of State Sales Tax. Unless otherwise provided in this sales tax code, any amendments thereto, or in Article 2, Title 29, C.R.S., the provisions of Article 26, Title 39, C.R.S., shall govern the collection, administration, and enforcement of this sales tax. Sec. 23.32.040. Rate; imposition and collection; distribution. (a)Imposition of Sales Tax. Sales tax shall continue to be imposed and collected on all sales of tangible personal property and services described in Section 23.32.040(b) and occurring within the City of Aspen. The tax is imposed as provided for in Section 29- 2-105(1)(d), C.R.S. The sales tax is set at a rate of two and four tenths of a percent (2.4%) of the amount of each sale. The taxable amount of a sale shall not include the amount of any sales or use tax imposed by Article 26, Title 39, C.R.S. All revenue derived through the general sales tax shall continue to be distributed in accordance with the following: (1)Sales tax receipts derived on or after July 1, 1990, from the one percent (1.0%) tax levied pursuant to Ordinance No. 16, Series of 1970, shall be set aside in a separate fund entitled "Parks and Open Space Fund," and expended by the City Council solely for the acquisition of parks, trails and open space real property, for the construction of improvements on any real property, owned or purchased by the City for parks, trails and open space purposes, for maintenance of real property owned by the City and used for parks, trails and open space and for 145 EXHIBIT A payment of indebtedness incurred for acquisition or improvement of parks, trails and open space real property, food tax refunds payable by the City and for such expenditures as may be necessary to protect real property or the improvements thereon owned by the City for parks, trails and open space purposes, and for the payment of sales tax revenue bonds issued by the City; and (2)Sales tax receipts derived from the fifteen-one hundredths of one percent (0.15%) additional sales tax levied pursuant to the ballot question approved by City Council in Ordinance 55, Series 2007, shall be set aside in a separate fund designated as the "City Transportation Fund," and shall be expended by the City Council solely for the payment of services, facilities and programs with regard to the City transportation system. (3)Sales tax receipts derived from the forty-five one hundredths of one percent (0.45%) additional sales tax levied pursuant to Ordinance No. 81, Series of 1989, shall be set aside in a separate fund designated as the "Affordable Housing Fund and the Day Care Fund". The City Council will allocate the forty-five one hundredths of one percent (0.45%) sales tax between the funds as it shall from time to time designate. The sales tax from the forty-five one hundredths of one percent (0.45%) sales tax shall be expended by the City Council for the purpose of creating public or private affordable housing and day care opportunities within the city and county, including but not by way of limitation, capital improvements and capital expenditures therefor, land acquisition, payment of indebtedness incurred in connection with any affordable housing or day care expenditures, reserves and for expenditures necessary to protect any such property acquired or capital improvements constructed or purchased from any and all threatened or actual damages, loss, destruction or impairment from any such cause or occurrences. (4)All sales taxes collected by and paid by the County to the City in accordance with Ordinance No. 25, Series of 1985, shall be spent solely for those purposes set forth at Section 1 of said Ordinance. (5)Sales tax receipts derived from the one-half percent (0.5%) sales tax levied pursuant to Ordinance No. 7, Series of 2001, shall be set aside in the separate 146 EXHIBIT A fund referenced in Paragraph 23.32.040(a)(1) and expended by the City Council solely for the purpose of buying, improving and maintaining trail, recreation and open space properties and ancillary facilities. (6)Sales tax receipts derived from the thirty hundredths of one percent (0.30%) additional sales tax levied pursuant to the ballot question approved by City Council in Resolution 84, Series 2012 and approved by the City of Aspen qualified electors on November 6th , 2012, shall be set aside in a separate fund designated and the "Education Fund" and shall be expended by the City Council solely for educational purposes providing support to the Aspen School District No. 1 (RE). (7)The taxes imposed in this Title shall be in addition to all other taxes imposed by law. (b)Property and Services Taxed. The sales of tangible personal property and services taxable under this sales tax shall be the same as the sales of tangible personal property and services taxable pursuant to Section 39-26-104, C.R.S., subject to the exemptions set forth below in Section 23.32.050 of thisCode. (c)Place of Sale. For the purpose of this sales tax, all retail sales are sourced as specified in Section 39-26-104(3), C.R.S. (d)Mobile Telecommunications Services. Without limiting the broad application of Section 23.32.040(b) and recognizing that mobile telecommunications services are subject to particular legal requirements, this sales tax shall apply to mobile telecommunications services to the greatest extent permitted under Section 29-2- 105(1.5), C.R.S. Sec. 23.32.050. Exemptions from sales tax. (a)General Sales Tax Exemptions. Except as otherwise provided herein or in Section 29-2- 105(1)(d), C.R.S., the sales of tangible personal property and services taxable under this ordinance shall be subject to the same exemptions as those specified in Part 7, Article 26, Title 39, C.R.S. (b)Specific Exemptions Required by Section 29-2-105(1)(d), C.R.S. Pursuant to Section 29-2-105(1)(d)(I)(A)-(R), C.R.S., which requires the City of Aspen to expressly exempt 147 EXHIBIT A certain sales from the City’s sales tax, the City of Aspen does not currently elect to adopt any additional exemptions. (c)Food. Notwithstanding any other provision of this sales tax regarding the taxation of food, this sales tax shall not apply to the following: (1)Sales of food purchased with food stamps. For the purposes of this subsection (a), “food” has the same meaning as provided in 7 U.S.C. § 2012, as currently in effect and subsequently amended; and (2)Sales of food purchased with funds provided by the special supplemental food program for women, infants, and children, 42 U.S.C. § 1786. For the purposes of this subsection (b), “food” has the same meaning as provided in 42 U.S.C. § 1786, as currently in effect and subsequentlyamended. (d)Certain Construction and Building Materials. This sales tax shall not apply to the sale of “construction and building materials,” as the term is used in Section 29-2-109, C.R.S., if the purchaser of such materials presents to the retailer a building permit or other documentation acceptable to the City of Aspen evidencing that a local use tax has been paid or is required to be paid on thematerials. (e)Cigarettes. This sales tax shall not apply to sales of cigarettes. (f)Sales Subject to Prior Ownership Tax. Sales of personal property on which a specific ownership tax has been paid or is payable are exempt from this sales tax when the sale meets both of the following conditions: (i) the purchaser is a nonresident of the City of Aspen or has his principal place of business outside the City of Aspen and (ii) the personal property sold is registered or required to be registered outside the City of Aspen’s limits under the law of the State ofColorado. (g)Sales Subject to Prior Payment of Sales or Use Tax. This sales tax shall not apply to the sale of tangible personal property or services if the transaction was previously subjected to a sales or use tax lawfully imposed on the purchaser or user by another statutory or home rule city and county, city, or City equal to or in excess of that sought to be imposed by this sales tax. A credit shall be granted against this sales tax with respect to such transaction equal in amount to the lawfully imposed local sales or use tax previously paid by the purchaser or user to the previous statutory or home rule city and county, city, or City. The amount of the credit shall not exceed the sales tax imposed herein. 148 EXHIBIT A Sec. 23.32.060. Collection, Administration, and Enforcement. Colorado Department of Revenue to Enforce. The collection, administration, and enforcement of this sales tax shall be performed by the executive director of the Colorado Department of Revenue in the same manner as the collection, administration, and enforcement of the Colorado state sales tax, as supplemented by Article 2, Title 29, C.R.S. 149 EXHIBIT B – Chapter 23.56 Page 1 of 3 Sec 23.56 – TOBACCO AND NICOTINE PRODUCT TAX Sec. 23.56.010. - Legislative intent. The City Council hereby finds that tobacco and nicotine addiction is a leading cause of preventable death, that people should be deterred from starting the use of tobacco and nicotine products and encouraged to quit the use of tobacco and nicotine products, and that taxes on the sale of tobacco and nicotine products are effective at preventing and reducing tobacco and nicotine use. Sec. 23.56.020. - Definitions. Unless the context clearly indicates otherwise, the following words and phrases as used in this Chapter shall have the following meaning: Cigarette means any product that contains tobacco or nicotine, that is intended to be burned or heated under ordinary conditions of use, and consists of or contains: (a) Any roll of tobacco wrapped in paper or in any substance not containing tobacco; (b) Tobacco in any form that is functional in the product, which, because of its appearance, the type of tobacco used in the filler, or its packaging or labeling, is likely to be offered to, or purchased by consumers as a cigarette; or (c) Any roll of tobacco wrapped in any substance containing tobacco that, because of its appearance, the type of tobacco used in the filler, or its packaging and labeling, is likely to be offered to, or purchased by, consumers as a cigarette described in [the definition] above. (d) The term includes all "roll-your-own," i.e., any tobacco that, because of its appearance, type, packaging, or labeling, is suitable for use and likely to be offered to or purchased by consumers as tobacco for making cigarettes. Tobacco Paraphernalia means any item designed for the consumption, use or preparation of Tobacco Products. Tobacco Product means 1) any product which contains, is made or derived from tobacco or used to deliver nicotine or other substances intended for human consumption, whether heated, 150 EXHIBIT B – Chapter 23.56 Page 2 of 3 chewed, absorbed, dissolved, inhaled, snorted, sniffed or ingested by any other means, including, but not limited to Cigarettes, cigars, little cigars, chewing tobacco, pipe tobacco, snuff, bidis, snus, mints, hand gels; and 2) electronic smoking device; 3) notwithstanding any provision of Subsections 1) and 2) to the contrary, "tobacco product" includes any component, part, accessory or associated tobacco paraphernalia of a tobacco product whether or not sold separately. 4) The term "Tobacco Product" does not include: (i) any product that contains marijuana; and (ii) any product made from or derived from tobacco and approved by the Food and Drug Administration (FDA) for use in connection with cessation of smoking. Tobacco Product Retail Location or Retail Location means any premises where Tobacco Products are sold or distributed to a consumer including, but not limited to, hookah bar, lounge or café, any grounds occupied by a retailer, any store, stand, outlet, vehicle, cart, location, vending machine or structure where Tobacco Products are sold. Tobacco Product Retailer means any Person who sells, offers for sale, or does or offers to exchange for any form of consideration, Tobacco or Nicotine Products, or Tobacco Paraphernalia. "Tobacco Retailing" shall mean the doing of any of these things. This definition is without regard to the quantity of Tobacco Products or Tobacco Paraphernalia sold, offered for sale, exchanged, or offered for exchange. Tobacco Product Retailing means the selling, offering for sale, or exchanging for any form of consideration a Tobacco Product. Sec. 23.56.030. - Imposition and collection; distribution; effective date. (a) There shall be a tax of fifteen cents ($0.15) per cigarette or three dollars ($3.00) per pack of twenty (20) cigarettes sold provided that such tax shall increase by an equal amount annually thereafter for ten years until the tax is twenty cents ($0.20) per cigarette or four dollars ($4.00) per pack of twenty (20) cigarettes (b) There shall be a sales tax of forty percent (40%) on the sales price of all other tobacco products 151 EXHIBIT B – Chapter 23.56 Page 3 of 3 (c) Imposition and Collection. The tax specified in this Section is imposed upon any Tobacco Product or Cigarette Sale. Revenues collected through this tax would be placed in the General Fund with the specific purpose of financing health and human services, tobacco related health issues, and addiction and substance abuse education and mitigation. (d) Effective Date. The provisions of this Chapter shall be effective upon the first 1st day of January 2018 and shall continue to be levied and collected until amended or repealed by ordinance. (e) The tax imposed in this Chapter shall be in addition to all other taxes imposed by law. Sec. 23.54.040. - Administration. The administration of this Chapter is hereby vested in the Finance Department. The Finance Director shall prescribe forms and administrative procedures for the ascertainment, assessment, and collection of the tax not inconsistent with this Chapter, and for the enforcement of this Chapter. Sec. 23.54.050. - Violations and penalty. Failure to comply with the terms of this Chapter by payment of taxes, filing of a return and otherwise complying with the terms of this Chapter shall constitute an offense in violation thereat: punishable, upon conviction, by a fine, imprisonment or both a fine and imprisonment, as set forth in Section 1.04.080 of this Code. Sec. 23.54.060. - Civil action for recovery of tax due. The City shall have the right to recover all sums due under the terms of this Chapter by judgment and execution thereon in a civil action in any court of competent jurisdiction. Such remedies shall be cumulative with all other remedies provided herein for the enforcement of this Chapter. 152 EXHIBIT C – Chapter 23.58 Page 1 of 1 Sec. 23.58. FOOD TAX REFUNDS Sec. 23.58.010. Food sales tax returns. (a) For purposes of this Chapter, and the refund of food sales tax collected, the term resident of the City shall mean any person who is over the age of sixteen (16) years and who has resided in the City for the entire calendar year for which a food sales tax refund is sought. (b) Any resident of the City, as herein defined, may, not later than April 15th of every year and so long as this Code shall be in force, apply, on such forms as provided by the Director of Finance, for an annual food sales tax refund from the City in the amount of one hundred thirty-two dollars ($132.00) for their self and, in addition, for every person who is a member of their household and for whom he or she is entitled to claim a personal exemption under and pursuant to the federal income tax laws. (c) No person who may be claimed as a personal exemption on another resident's application for refund shall be entitled to a food tax refund. If a food tax refund is claimed on more than one (1) application for the same person, the Director of Finance is authorized to determine the person entitled to claim the refund provided for in this Section. (d) The application for refund shall be reviewed or examined by the Director of Finance. All applicants may prove their resident status by evidence that they were registered voters of the City for the full calendar year for which the refund applies. Any resident who is barred from registering to vote due to non-citizenship or due to a felony conviction shall provide alternative proof of residency, as may be required by the Finance Director for the full calendar year. If the Finance Director is satisfied that the information provided on the refund application entitles the applicant to a food tax refund, either in the amount claimed or in any amount determined by the Director of Finance, the refund shall be paid. Otherwise, the application for refund shall be denied and a notice of denial sent to the applicant at the address furnished by the applicant. 153 EXHIBIT D – Section 23.04.010 Chapter 23.04. GENERAL PROVISIONS Sec. 23.04.010. Words and phrases defined. When not clearly indicated otherwise by the context, the following words and phrases as used in this Title, shall have the following meanings: Business means all activities engaged in or caused to be engaged in with the object of gain, benefit or advantage, direct or indirect. It shall include any business, trade, occupation, profession or calling of any kind and all other kinds of activities and matters, together with all devices, machines, vehicles and appurtenances used therein, any of which are conducted for private profit or benefit, either directly or indirectly, within the City. Business License means an Aspen City business license required pursuant to Section 14.08 and shall also be considered a combined sales tax license for businesses remitting Visitor Benefit and Short-Term Rental tax. Carrier Access services means the services furnished by a local exchange company to its customers who provide telecommunications services, which allow them to provide such telecommunications services. Charitable organization means any entity which: (a) Has obtained tax exempt status as a charitable not-for-profit organization pursuant to Section 501(c)(3) of the Internal Revenue Code; and (b) Is a religious organization or an organization which exclusively, and in a manner consistent with existing laws and for the benefit of an indefinite number of persons, freely and voluntarily ministers to the physical, mental or spiritual needs of persons and which thereby lessens the burdens of government. City means the municipality of Aspen. Code means the Aspen Municipal Code. 154 EXHIBIT D – Section 23.04.010 Community Organization means a nonprofit entity organized and operated exclusively for the promotion of social welfare, primarily engaged in promoting the common good and general welfare of the community, so long as: (a) No part of the net earnings of which inures to the benefit of any private shareholder or individual; (b) No substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation; and (c) Which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. Construction equipment means any equipment including mobile machinery and mobile equipment, which is used to erect, install, alter, demolish, repair, remodel, or otherwise make improvements to any real property, building, structure or infrastructure. Construction materials means tangible personal property which, when combined with other tangible personal property, loses its identity to become an integral and inseparable part of a completed structure or project including public and private improvements. This term includes, but is not limited to such things as: asphalt, bricks, builders' hardware, caulking material, cement, concrete, conduit, electric wiring and connections, fireplace inserts, electrical heating and cooling equipment, flooring, glass, gravel, insulation, lath, lead, lime, lumber, macadam, millwork, mortar, oil, paint, piping, pipe valves and pipe fittings, plaster, plumbing fixtures, putty, reinforcing mesh, road base, roofing, sand, sanitary sewer pipe, sheet metal site lighting, steel, stone stucco, tile, trees, shrubs and other landscaping materials, wallboard, wall coping, wallpaper, weather stripping, wire netting and screen, water mains and meters and wood preserver. The above materials, when used for forms, or other items which do not remain as an integral or inseparable part of a completed structure or project, are not construction materials. Contractor means any person who shall build, construct, reconstruct, alter, expand, modify, or improve any building, dwelling, structure, infrastructure, or other improvement to real property for another party pursuant to an agreement. For purposes of this definition, Contractor also includes subcontractor. 155 EXHIBIT D – Section 23.04.010 Dwelling Unit means a building or any portion of a building designed for occupancy as complete, independent living quarters for one (1) or more persons, having direct access from the outside of the building or through a common hall and having living, sleeping, kitchen and sanitary facilities for the exclusive use of the occupants. Engaged in business in the City means performing or providing services or selling, leasing, renting, delivering or installing tangible personal property, products, or services for storage, use or consumption, within the City. This term includes, but is not limited to, any one of the following activities by a person: (a) Directly, indirectly, or by a subsidiary maintains a building, store, office, salesroom, warehouse, or other place of business within the taxing jurisdiction; (b) Sends one (1) or more employees, agents or commissioned sales persons into the taxing jurisdiction to solicit business or to install, assemble, repair, service, or assist in the use of its products, or for demonstration or other reasons; (c) Maintains one (1) or more employees, agents or commissioned sales persons on duty at a location within the taxing jurisdiction; (d) Owns, leases, rents or otherwise exercises control over real or personal property within the taxing jurisdiction; (e) is a retailer or vendor in the state of Colorado that makes more than one (1) delivery into the taxing jurisdiction within a twelve (12) month period; or (f) makes retail sales sufficient to meet the definitional requirements of economic nexus as set forth in 23.04.010. Finance Director means the Finance Director of the City or such other person designated by the City. The term shall also include such person's designee. Gross Sales means the total amount received in money, credit, property or other consideration valued in money for all sales, leases or rentals of tangible personal property or services. Lodging Services means the furnishing of rooms or accommodations by any person, partnership, association, corporation, estate or any other combination of individuals by whatever name known to a person who, for a consideration, uses, possesses or has the right to use or possess any room in a hotel, inn, bed and breakfast residence, apartment hotel, lodging house, motor hotel, guest house, guest ranch, trailer coach, mobile home, auto camp, trailer court and park or similar 156 EXHIBIT D – Section 23.04.010 establishment, for a period of less than thirty (30) days under any concession, permit, right of access, license to use or other agreement or otherwise. Manufacturing means the operation or performance of an integrated series of operations which places a product, article, substance, commodity, or other tangible personal property in a form, composition or character different from that in which it was acquired whether for sale or for use by a manufacturer. The change in form, composition or character must result in a different product having a distinctive name, character or use from the raw or prepared materials. Marketplace means a physical or electronic forum, including, but not limited to, a store, a booth, an internet website, a catalog, or a dedicated sales software application, where tangible personal property, taxable products, or taxable services are offered for sale. Marketplace Facilitator means a person who: (a) (1) Contracts with a marketplace seller or multichannel seller to facilitate for consideration, regardless of whether or not the consideration is deducted as fees from the transaction, the sale of the marketplace seller's tangible personal property, products, or services through the person's marketplace; (2) Engages directly or indirectly, through one or more affiliated persons, in transmitting or otherwise communicating the offer or acceptance between a purchaser and the marketplace seller or multichannel seller; and (3) Either directly or indirectly, through agreements or arrangements with third parties, collects payment from the purchaser on behalf of the seller. (b) "Marketplace Facilitator" does not include: (1) A marketplace facilitator, marketplace seller or multichannel seller that offers or facilitates the advertising, booking, or collection of sales and fees for short-term rentals subject to the permit requirements of Chapter 26.530 of the City of Aspen Municipal Code; (2) A person that exclusively provides internet advertising services or lists products for sale, and that does not otherwise meet this definition. 157 EXHIBIT D – Section 23.04.010 Marketplace Seller means a person, regardless of whether or not the person is engaged in business in the city, which has an agreement with a marketplace facilitator and offers for sale tangible personal property, products, or services through a marketplace owned, operated, or controlled by a marketplace facilitator. Multichannel seller means a retailer that offers for sale tangible personal property, commodities, or services through a marketplace owned, operated, or controlled by a marketplace facilitator, and through other means. Municipality.Any municipal corporation or similar form of local government including any city, town or city and county, whether organized pursuant to charter, constitution or statute, in Colorado or another state, except counties, school districts or special districts and the city. Person.Any individual, firm, partnership, joint venture, corporation, estate or trust, receiver, trustee, assignee, lessee or any person acting in a fiduciary or representative capacity, whether appointed by court or otherwise, or any group or combination acting as a unit. Price or purchase price. (a) The price to the consumer, exclusive of any direct tax imposed by the federal government or by this Chapter and, in the case of all retail sales involving the exchange of property, also exclusive of the fair market value of the property exchanged at the same time and place of the exchange, if: (1) Such exchanged property is to be sold thereafter in the usual course of the retailer's business; or (2) Such exchanged property is a vehicle and is exchanged for another vehicle and both vehicles are subject to licensing, registration or certification under the laws of this State, including but not limited to vehicles operating upon public highways, off-highway recreation vehicles, watercraft and aircraft. Any money or other consideration paid over and above the value of the exchanged property is subject to tax. (b) The terms price or purchase price include: (1) The amount of money received or due in cash and credits. 158 EXHIBIT D – Section 23.04.010 (2) Property at fair market value taken in exchange but not for resale in the usual course of the retailer's business. (3) Any consideration valued in money, such as trading stamps or coupons whereby the manufacturer or someone else reimburses the retailer for part of the purchase price and other media of exchange. (4) The total price charged on credit sales, including finance charges which are not separately stated. An amount charged as interest on the unpaid balance of the purchase price is not part of the purchase price, unless the amount added to the purchase price is included in the principal amount of a promissory note; except the interest or carrying charge set out separately from the unpaid balance of the purchase price on the face of the note is not part of the purchase price. An amount charged for insurance on the property sold and separately stated is not part of the purchase price. (5) Installation, delivery and wheeling-in charges included in the purchase price and not separately stated. (6) Transportation and other charges to effect delivery of tangible personal property to the purchaser. (7) Indirect federal manufacturers' excise taxes, such as taxes on automobiles, tires and floor stock. (8) The gross purchase price of articles sold after manufacturing or after having been made to order, including the gross value of all materials used, labor and service performed and the profit thereon. (c) The terms price or purchase price do not include: (1) Any sales or use tax imposed by the State or by any political subdivision thereof. (2) The fair market value of property exchanged if such property is to be sold thereafter in the retailer's usual course of business. This is not limited to exchanges in Colorado. Out-of-state trade-ins are an allowable adjustment to the purchase price. (3) Discounts from the original price if such discount and the corresponding decrease in sales tax due are actually passed on to the purchaser. An anticipated discount to 159 EXHIBIT D – Section 23.04.010 be allowed for payment on or before a given date is not an allowable adjustment to the price in reporting gross sales. Public.Any individual, firm, co-partnership, joint venture, corporation, society, club, league, association, joint stock company, estate or trust, receiver, trustee, assignee, lessee or any person acting in a fiduciary or representative capacity, whether appointed by court or otherwise, or any group or combination acting as a unit and the plural as well as the singular number. Purchase or sale. (a) The acquisition for any consideration by any person of tangible personal property or taxable services that are purchased, leased, rented, sold, used, stored, distributed or consumed, but excludes a bonafide gift of property or services. These terms include capital leases, installment and credit sales and property and services acquired by: (1) Transfer, either conditionally or absolutely, of title or possession, or both, to tangible personal property. (2) A lease, lease-purchase agreement, rental, or grant of a license, including royalty agreements; to use tangible personal property or taxable services. The use of coin- operated devices, except coin-operated telephones, which do not vend articles of tangible personal property, shall be considered short term rentals of tangible personal property. (3) Performance of taxable services; or (4) Barter or exchange for other property or services including coupons. (b) The terms purchase and sale do not include: (1) A division of partnership assets among the partners according to their interests in the partnership; (2) The formation of a corporation by the owners of a business and the transfer of their business assets to the corporation in exchange for all of the corporation's outstanding stock, except qualifying shares, in proportion to the assets contributed; (3) The transfer of assets of shareholders in the formation or dissolution of professional corporations; 160 EXHIBIT D – Section 23.04.010 (4) The dissolution and the pro rata distribution of a corporation's assets to its stockholders; (5) A transfer of a partnership interest; (6) The transfer in a reorganization qualifying under Section 368(a)(1) of the Internal Revenue Code of 1954, as amended; (7) The formation of a partnership by the transfer of assets to the partnership or transfers to a partnership in exchange for proportionate interests in the partnership; (8) The repossession of personal property by a chattel mortgage holder or foreclosure by a lienholder; (9) The transfer of assets from a parent corporation to a subsidiary corporation or corporations which are owned at least eighty percent (80%) by the parent corporation, which transfer is solely in exchange for stock or securities of the subsidiary corporation; (10) The transfer of assets from a subsidiary corporation or corporations which are owned at least eighty percent (80%) by the parent corporation to a parent corporation or to another subsidiary which is owned at least eighty percent (80%) by the parent corporation, which transfer is solely in exchange for stock or securities of the parent corporation or the subsidiary which received the assets; or (11) The transfer of assets between parent and closely held subsidiary corporations, or between subsidiary corporations closely held by the same parent corporation or between corporations which are owned by the same shareholders in identical percentage of stock ownership amounts, computed on a share-by-share basis, when a tax imposed by this Title was paid by the transferor corporation at the time it acquired such assets, except to the extent that there is an increase in the fair market value of such assets resulting from the manufacturing, fabricating or physical changing of the assets by the transfer or corporation. To such an extent any transfer referred to in this Subsection (11) shall constitute a sale. For the purpose of this Subsection (11), a closely held subsidiary corporation is one in which the parent corporation owns stock possessing at least eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote and 161 EXHIBIT D – Section 23.04.010 owns at least eighty percent (80%) of the total number of shares of all other classes of stock. Retail sales.All sales made within the City except wholesale sales. Retailer or vendor means any person selling, leasing, renting, or granting a license to use tangible personal property or services at retail. The terms "retailer" shall include, but is not limited to, any: (a) Auctioneer; (b) Salesperson, representative, peddler or canvasser, who makes sales as a direct or indirect agent of or obtains such property or services sold from a dealer, distributor, supervisor or employer; (c) Charitable organization or governmental entity which makes sales of tangible personal property to the public, notwithstanding the fact that the merchandise sold may have been acquired by gift or donation or that the proceeds are to be used for charitable or governmental purposes; (d) Retailer-contractor, when acting in the capacity of a seller of building supplies, construction materials, and other tangible personal property; (e) Marketplace facilitator, marketplace seller, or multichannel seller. Retailer-Contractor means a contractor who is also a retailer of building supplies, construction materials, or other tangible personal property, and purchases, manufactures, or fabricates such property for sale (which may include installation), repair work, time and materials jobs, and/or lump sum contracts. Return.The sales tax reporting form used to report sales tax. Sale that Benefits a Colorado School means a sale of a commodity or service from which all proceeds of the sale, less only the actual cost of the commodity or service to a person or entity as described in this Code, are donated to a school or a school-approved student organization. 162 EXHIBIT D – Section 23.04.010 Sales tax.The tax to be collected and remitted by a retailer on sales taxes under this Title. School means a public or nonpublic school for students in kindergarten through twelfth (12th) grade or any portion thereof. State.The State of Colorado. Tangible Personal Property means personal property that can be one (1) or more of the following: seen, weighed, measured, felt, touched, stored, transported, exchanged, or that is in any other manner perceptible to the senses. Tax.The tax due from a retailer. Tax Deficiency or Deficiency means any amount of tax, penalty, interest, or other fee that is not reported and/or not paid on or before the date that any return or payment of the tax is required under the terms of this Code. Taxable sales.Gross sales less any exemptions and deductions specified in this Title. Taxable services.Services subject to the tax pursuant to this Title. Taxpayer.Any person obligated to collect and/or pay tax under the terms of this Title. Telecommunications services.The transmission of any two-way interactive electromagnetic communications including, but not limited to voice, image, data and any other information, by the use of any means, but not limited to wire, cable, fiber optical cable, microwave, radio wave or any combinations of such media. This term includes, but is not limited to basic local exchange telephone service, toll telephone service and teletypewriter service, including but not limited to residential and business service, directory assistance, cellular mobile telephone, or telecommunication service, specialized mobile radio and two-way pagers and paging service, including any form of mobile two-way communication. This term does not include separately 163 EXHIBIT D – Section 23.04.010 stated non-transmission services which constitute computer-processing applications used to act on the information to be transmitted. Total tax liability.The total of all tax, penalties or interest owed by a taxpayer and shall include tax collected in excess of such tax computed on total sales. Use means the exercise, for any length of time by any person within the City of any right, power or dominion over tangible personal property or services when rented, leased or purchased at retail from sources either within or without the City from any person or vendor or used in the performance of a contract in the City whether such tangible personal property is owned or not owned by the taxpayer. Use also includes the withdrawal of items from inventory for consumption. 164 Page 1 of 9 MEMORANDUM TO:Mayor Torre and Aspen City Council FROM:Jen Phelan, Development Manager THROUGH:Tyler Christoff, Public Works Director and Rob Schober, Capital Asset Director MEMO DATE:September 30, 2024 MEETING DATE:October 8, 2024 RE:Armory Hall Remodel &Reuse:Schematic Design Progress _____________________________________________________________________ REQUEST OF COUNCIL: Staff requests confirmation of the design progress that has been made and any final direction in order for the project team to finalize schematic design, prepare and submit a land use application, prepare and issue an RFP for a CMa/GC, and move into Design Development of the project. SUMMARY AND BACKGROUND: Since the last work session with Council on August 19th and the City Council Meeting on August 27th, the consultant team has provided an Information Only memo to Council (September 24th) and continued to progress the schematic design (Exhibit A)based on direction provided and most recently memorialized by Resolution No. 93 (Series of 2024) (Exhibit B). The consultant team and city staff have been meeting with different city departments including Parks, Engineering, Parking,and Historic Preservation staffers to coordinate the project with City requirements.Responding to Council feedback and taking into consideration the opportunities and limitations with the adaptive reuse of the building, the design has been further refined. Changes include modification of the programming, incorporation of the visitor center, continued development of the façade, and public realm. Following is a summary of the design progress. Programming and Space Planning.The programming and space planning changes continue to focus on evolving Armory Hall into a community hub for all ages that is anchored by a food hall. This creates the opportunity for locals and visitors alike to enjoy 165 Page 2 of 9 a variety of food offerings while showcasing both up and coming and well-established culinary talent in the Aspen community Lower Level. The anchor of the lower level is a large flexible community space of 1,785 square feet. The flexible space will accommodate various uses from banquets to lectures, art exhibitions, and indoor markets. Access to the lower level is provided through the improved light well located in Conner Park and an internal staircase that is accessible from Armory Hall or the visitor center. The lower level also accommodates large bathrooms that serve this level, the main level of the Armory, and the visitor center. Beyond these community facing uses, the lower level accommodates the majority of required back of house spaces for the building operations including mechanical, storage, kitchen and bar support, and a warming kitchen that serves the flexible community space. Main Level.To accommodate a more family friendly environment on the main level, the bar’s proposed footprint has been reduced and its location has been modified so that it is not as centralized and prominent. This bar is intended to provide coffee service and a reduced selection of adult beverages. A kitchen vendor space has been added to the main level to maintain energy and variety. Bathrooms have been removed on this level to allow for other uses that drive activation and vitality; Non- kitchen vendor space remains on the main floor in the southwest corner of the building, accommodating one to four vendors depending on size. These spaces can accommodate retail point of sale or ‘grab and go’ food and beverage. A connection to the new visitor center allows for guests to move seamlessly from one space to the other while simultaneously allowing the visitor center to have shorter operating hours without creating any negative impacts for the operations of Armory Hall. Additionally, the northeast corner of the Armory is reserved as additional back of house space making accommodations for trash, receiving, and storage. Mezzanine Level. The mezzanine level is geared towards soft seating and casual community gathering. This space is intended to be useable for community members regardless of their patronage to the bar and food vendors. It has been modified to include a game area and a small community boardroom. The games provided include pool, shuffleboard and foosball. The community boardroom can serve a multitude of uses including non-profit board meetings and small private gatherings such as a birthday. When not rented, the space can provide additional seating. Upper Level.With the relocation of one kitchen vendor to the main level, two kitchen vendors remain and the primary bar now anchors the upper level. The two kitchens are adjacent to one another and located on the eastern side of the upper level. The floor plan allows for the whole level to be rented out for a private function but still affords the public access to the two kitchens on this level. The lounging and dining areas to the east of the stairwell, surrounding the primary bar, provide a configuration 166 Page 3 of 9 with flexibility for rental of various sizes which also allows the future operator to manage available seating capacity at slow times of the year. The stairwell includes a large footprint that is open to the mezzanine and the main level below to allow light to filter through the space. Bathrooms are provided on this level as well as a small back of house space. Visitor Center. Considering the functionality and mix of uses that are necessary to create a vital, engaging environment within Armory Hall, the consultant team believes the best solution for a visitor center is for an addition to the main level of the building. This allows the visitor center to have its own street frontage and presence along Galena Street, while allowing for an interior connection to Armory Hall that can be closed off as desired. The +/- 650 sq. ft. ground level addition also allows for a full basement under the addition capturing necessary additional square footage for mechanical and back of house space serving Armory Hall. Architecturally the one-story addition defers to the Galena Street façade of Armory Hall by stepping back from the face of the building. A glass wall meets the historic building allowing the existing north wall of the Hall to be visible from the street and within the new visitor center. The one-story addition has been designed to screen the mechanical equipment and service spaces located along the alley from Galena Avenue. Façade Development. Often, when one looks at a historic building in the downtown core, there is a clear hierarchy of its facades. This can often be ascertained by the location of the main entry into a building, the use of varied materials, and more ornate detailing compared to the other facades. Considering these factors, the design team determined the Galena Street facade as the primary façade of Armory Hall and has worked to preserve the Galena Street elevation in its historic condition. Balancing the direction from the operations consultant (to increase visibility and access to Armory Hall on the Hopkins Ave. side) and feedback from Historic Preservation staff, the design team has continued to develop the south façade, visitor addition, and southeast corner of the building. Hopkins Ave. Elevation. The Hopkins Ave. elevation has undergone numerous alterations over the life of Armory Hall, responding to the uses of the building over time. Continuing with this history of flexibility, in this next evolution, existing openings have been expanded to provide greater visual and physical connection between the street and the building in order to support the economic viability of the building’s future use. The existing overhang along Hopkins Ave., added fourteen years after the after the building’s grand opening in 1892, is proposed to be removed to restore the building’s original symmetry as seen from Galena and reveal the historic brick detailing along the south side of the building. A canopy is added to protect the new access points to the building, controlling snow slides and roof drainage on the proposed Pedestrian Amenity that expands the parkway along 167 Page 4 of 9 Hopkins Ave. The canopy wraps the east end of the building creating a new entry vestibule from Conner Park. Materials.The new canopy, Hopkins Ave. alterations, and visitors center addition, use a common architectural language, unifying the project. The primary building material is a reinterpretation of the use of sandstone on some of Aspen’s most storied historic buildings such as the Wheeler Opera House, Pitkin County Court House, and the Elks Building. The use of more modern sandstone detailing is to distinguish old from new. These are the initial material considerations, recognizing that the materials may change and be refined with further design progression and collaboration with Historic Preservation staff. Since the last Council check-in, the design team has reviewed progress with HP staff twice: once to introduce the project and a second to further discuss the design. Historic Preservation staff raised concerns about some of the proposed alterations, including the removal of the overhanging eave, new openings, and the amount of historic brickwork which would be removed on the Hopkins Ave. facade. In response, the design team has reduced the size of these openings by 20%. With the revisions to this portion of the building, about 7% of the exterior envelope of the Armory is impacted, with the majority occurring along the Hopkins Ave facade. As an individually landmarked property located in the Commercial Core Historic District, the design will need to balance the City’s Historic Preservation Design Guidelines, Commercial, Lodging, Historic District Design Standards and Guidelines, and the Secretary of the Interiors Standards for Rehabilitation. Additionally, the building’s period of significance and key characteristics, as well as important design considerations such as increasing visibility and access to the building, should be evaluated with the goal of setting up the facility and future operators for success. Public Realm: Conner Park/ Hopkins Ave. To create connectivity between the anticipated uses within Armory Hall and the outdoors, the design continues to propose an expanded parkway along Hopkins Ave. The intent of this is to expand the open space of Conner Park and wrap it around the south side of Armory Hall. The expanded parkway takes advantage of fantastic solar exposure to create a pedestrian amenity. Casual seating is provided in the parkway inviting anyone to sit and linger. Within Conner Park, the egress well footprint is modified to allow tiered levels leading to and from the lower level entry, while the park is modified to allow seating under the large spruce, bike parking along the alley, an informal play area, and a lawn area that can accommodate a mix of uses such as movie night and games. Armory Hall connects to the park by wrapping counter level glazing around the Armory’s southeast corner and provides a vestibule addition that creates a clear entry on the east side of the building, terminating the building’s modifications. With the proposed removal of historic material and proposed alteration of a readily visible part of the southeast corner of the building, Historic Preservation staff 168 Page 5 of 9 has raised concerns. The design team will continue to work with staff to better align with the Historic Design Guidelines. DISCUSSION: To finalize a schematic design and continue moving the project forward, staff and the design team seek confirmation of several issues. Once confirmed by a majority of Council, the consultant team will continue to progress and finalize the schematic design in anticipation of submitting a land use application. These are important decision points as they will inform design direction. The topics are broadly divided into three categories: design and programming, operations, and process. Design and Programming. A number of changes have occurred based on continued development of the design and feedback from City Council. Staff would like to confirm that the changes made to the project are supported. As a Public Project, Armory Hall will be reviewed by the Historic Preservation Commission, which will provide a recommendation to City Council. City Council is the final decision-making body. Programming Modifications.Staff would like to confirm that the addition of a third food vendor on the main level, the relocation and minimizing of the bar footprint on that level, and the addition of games on the mezzanine assists in creating a more family friendly space. Staff would also like to confirm that the provision of a large gathering space on the lower level and smaller flexible space on the mezzanine are appropriate.1) Please confirm the rearranging of, and changes to, the programming, including the provision of flex space is supported. Visitor Center.Staff would also like to confirm that a modestly sized addition along the north side of the building is an appropriate solution to house a visitor center. This allows for a visitor center to have a street presence along Galena and operate independently from the hall or maintain a connection to the activities within the building. The addition also allows for a basement below, serving back of house needs for Armory Hall. Being on the north side of the building, the proposed visitors center reflects where past additions to Armory Hall have been located. 2) Staff requests confirmation that Council supports continued development of a one-story addition to the building. Façade Development.As mentioned earlier, the design team has focused on maintaining the integrity of the Galena Street façade, which it considers the primary facade of the building when discerning the hierarchy between the facades. With the secondary, south facing façade, the team has looked to removing the existing overhang and maintaining the solid (brick) to void (glazing) feel of the first two bays adjacent to the southwest corner, while opening up bays 3-5 nearest the southeast 169 Page 6 of 9 corner. This makes sense visually, as it is further away from the primary Galena Street façade; however, it requires removal of original building materials. Historically, changes have occurred in bays 1, 2 and 5, so those bays include some non-original materials such as some windows, brick and a door. Along the east façade, considered a tertiary façade, facing Conner Park, additional glazing at the southeast corner is proposed, as well as a small vestibule into the building. It’s worth noting that Historic Preservation staff do not consider a hierarchy of facades in evaluating proposed changes. These proposed changes reflect and compliment the new programming proposed for the building, setting up the building for a successful operation, and incorporates some of the store front glazing that is typical in the Commercial Core. However, historic preservation staff are concerned with the extent of changes being proposed, particularly removal of historic material and covering of historic material. Considering Historic Preservation staff concerns and the Historic Preservation Design Guidelines, the design included with this memo has begun to lessen the amount of brick removed from the bays to minimize material removal, resulting in the retention of more historic material. The design team has also begun to study an alternative that emphasizes changes to bays that have already been modified and will present that work during the October 8th meeting. The design team will continue to work with Historic Preservation staff moving forward. 3) Staff will be looking for direction on how to proceed with facade development moving forward. This is a key discussion as it affects the rehabilitation of the building, the intersection of preservation goals, and the recommendations from the team’s operations experts. Public Realm.Staff would like to confirm that the design direction for an expanded parkway that connects with Conner Park and Armory Hall, containing informal seating within the expanded parkway and new design features incorporated into Conner Park are supported.Please note that Historic Preservation staff are concerned with the proposed removal of the overhanging eave, the alteration of the historic context, and installation of landscaping abutting the historic material. 4) Please confirm that the initial design of both the parkway and Conner Park are moving in a good direction. Operations. As part of this memo, an updated 12-month operating budget summary is included (Exhibit D – details of the summary are available by request). The budget reflects positive income generated by the building but is limited to an operational perspective only and thus is not a pro forma. The budget reflects positive income generated by the project but is limited to an operational perspective only and thus is not a pro forma. A pro forma, 170 Page 7 of 9 which includes estimates of the capital and timing associated with investment outlays, will be developed as construction cost details and financing assumptions are developed. The budget outlines three revenue streams generated by the property: 1) Bar/Operator Rent: 12.5% gross sales (percentage rent), ~$340,000 2) Net Operating Income: Ops income less ops expenses, ~$385,000 3) Manager/Licensee Fee: 5% of Effective Gross Income, ~$160,000 The first revenue stream, Bar/Operator Rent, will be payable to the City by the licensee or tenant who operates the bar and also manages the building. The second revenue stream could be payable to the city or shared with the licensee to incentivize the building manager with bottom-line profit. The third revenue stream is a market-based management fee payable entirely to the licensee; the management fee is based on top- line collected gross income. Food vendor rent is allocated to top line operating income, thus accounted for in Net Operating Income. Food vendor rent is based on $2,000/month base rent + 10% of gross sales (percentage rent). Based on the consultant's experience operating similar properties, food vendors are expected to generate average sales of $750,000/yr. Tenant rent is collected on a gross basis, with no additional NNN burden for utilities, taxes, insurance, etc. Based on current assumptions, food vendor occupancy costs are expected to be less than 15% of gross sales. For purposes of a cost per square foot comparison, food vendor kitchens average ~300 sf, with a common area allocation of ~600 sf per kitchen: Base Rent - $24,000 % Rent - $75,000 Total - $99,000 / 900sf = $110/sf. The operating budget shows that the project can be sustainable based on the conservative assumptions. This will allow for accruing of capital reserves over time to maintain the building, and possibly a small cash return for the city. As part of moving forward, staff and the consultant team would like to confirm the anticipated operating model for Armory Hall. Currently, the team expects an ‘operator’ or ‘licensee model’ rather than a ‘landlord’ model for the project, as the former structure provides for a more hands-off approach to managing the asset. Depending on the City’s goals and the requirements imposed upon building users, the preferred operating could change. Moving forward in the design process, the team will focus on an ‘operator/licensee model’. 5) Staff would like to confirm that the consultant team should move forward with an operator model approach. 171 Page 8 of 9 Process. To keep the project moving forward and maintain momentum, the following steps will be progressed. Finalize Schematic Design.Once the majority of Council are comfortable with the design direction for the building and surrounding area, the team will finalize the schematic design. Assuming there is majority support on October 8th, the team is targeting end of October to complete schematic design. Land Use.A land use application will be developed with a target of Q4 2024 for submission. As directed by the city manager, the application will follow the Public Projects process as have other city initiated projects such as the city offices (city hall) and the Lumberyard affordable housing. This provides for a two-step review process, first by a recommending body and then by City Council. Addition of a CMa/GC for Cost Estimating.An RFP to hire a construction manager/general contractor to assist with early cost estimating should be issued during Q4 of 2024.With selection and contract finalization at the beginning of 2025. This will allow for better design and material considerations to responsibly develop a construction budget. The CMa/GC selected for Cost Estimating could potentially be a viable candidate for construction of the project. Start of Design Development.As the land use process moves forward, it is anticipated that the consultant team will simultaneously progress design development towards construction documents, minimizing the overall design timeline. An RFP soliciting operators/licensees will be issued after selection of the CMa/GC partner, concurrent with progression of Design Development. FINANCIAL IMPACTS: Spending authority for the design work and operational study work was approved with the consultant contract for CCY Architects. No spending authority has been approved for the remodel of the building but will be discussed during the annual budget review. As mentioned in May, taking the design from a white box to a tenant finish product will affect the design contract scope and require additional funds. Incorporating an addition for the visitor center into the project will also increase scope and require a change order to the current design contract. ENVIRONMENTAL IMPACTS: As the project is in the design phase, no environmental impacts are occurring; however, the design is considering the minimization of the building’s environmental footprint as it is progressed. 172 Page 9 of 9 ALTERNATIVES: RECOMMENDATIONS: Staff request confirmation of the five questions posed within the memo. The draft resolution currently confirms the design direction and can be modified as necessary. CITY MANAGER COMMENTS: ATTACHMENTS: Exhibit A: Draft Resolution Exhibit B: Current Renderings Exhibit C: Resolution No. 93 (Series of 2024) Exhibit D: Operating Budget Summary Update Exhibit E: Public Comment 173 Resolution 129-2024 Armory Hall Remodel and Reuse project, Finalization of Schematic Design Page 1 of 2 RESOLUTION NO. 129 (SERIES OF 2024) A RESOLUTION OF THE CITY OF ASPEN CITY COUNCIL DIRECTING THE CITY MANAGER REGARDING ADDITIONAL DESIGN AND PROGRAMMING DIRECTION FOR DEVELOPMENT OF THE SCHEMATIC DESIGN, ASSOCIATED WITH THE REMODEL AND REUSE PLAN FOR ARMORY HALL (130 S. GALENA STREET) WHEREAS,the city is planning for the future remodel and reuse of the former city hall (AKA Armory Hall) building; and, WHEREAS,city staff seeks direction on the what uses should be programmed into the project and certain design considerations for the building and site; and, WHEREAS,City Councildiscussed these issues at a work session on August 19th, providing guidance on programming and design direction for Armory Hall via the passage of Resolution No. 93 (Series of 2004); and, WHEREAS, the consultant team has continued to progress the design based on the previous direction and looks to confirm the progress presented at the October 8, 2024, regular meeting in order to finalize the Schematic Design; and, WHEREAS,this Resolution confirms direction provided to the City Manager for advancing the Schematic Design and next steps for the Armory. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN AS FOLLOWS: Section 1: Confirmation of Requested Council Direction: The design for the remodel should include: 1. Design and Programming. The current mix of uses proposedadequately addresses City Council’s expectations and are supported to be finalized in the Schematic Design. These changes and further programming development include: A. Providing a large community space on the lower level. The provision of three food vendors, a reduced bar footprint, retail point of sale or ‘grab and go’ on the main level, as well as seating options. The mezzanine will include a lounge area, a game area, and a small meeting room. The upper level will include two kitchens, a primary bar, and dining and seating opportunities. 2. Visitor Center. A one-story addition along the north facade is the preferred design solution for location of a visitor center. 174 Resolution 129-2024 Armory Hall Remodel and Reuse project, Finalization of Schematic Design Page 2 of 2 3. Façade Development. The current design direction of maintaining the primacy of the Galena Street façade by providing a modest one-story addition that is set back from it, selectively updating the Hopkins Avenue facade by increasing the window openings to the ground on bays 1 and 2, opening up bays 3, 4 and 5, providing an opening on the east facade as well as a vestibule entry into the building, and providing a new canopy along the northwest corner is the preferred design direction. 4. Public Realm: Conner Park/Hopkins Avenue. The expanded parkway and concept for Conner Park is supported. 5. Operations. An operator model or licensee model is the preferred operations model for Armory Hall. INTRODUCED READ AND ADOPTED by the City Council of the City of Aspen on the 8 th day of October 2024. ______________________________________ Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, October 8, 2024. _______________________________________ Nicole Henning,City Clerk Exhibit A: Floor Plans and Renderings from October 8, 2024 175 LOWER LEVEL • Anchored by 1,785 square foot flexible community space • Accommodates wide range of uses including banquets, lectures, art exhibition, and indoor markets • Access to and from Conner Park through an improved light well and internal stair/elevator • Large bathrooms to serve lower level, main level, and visitor center • Expanded back of house spaces for mechanical, tenant storage, bar support, and warming kitchen 176 MAIN LEVEL • New visitor center addition north of Armory Hall includes a seamless connection to existing building, yet permits different operating hours between spaces • Family-friendly environment created by reducing bar size and moving it to a less prominent location • Bar doubles as a coffee service location during the day • Three kitchen vendors to maintain energy and variety on main level • 1-4 non-kitchen vendors at southwest corner for retail or “grab and go” food and beverage • Larger back of house space at northeast corner to support waste management, receiving, storage, etc 177 MEZZANINE • Mezzanine “Community Lounge” designed to be open and welcoming regardless of bar or food vendor patronage • Features soft seating, game room and community meeting room • Meeting room can be utilized for small private gatherings, birthday parties, classes, non-profit board meetings, etc. Space doubles as overflow seating when not reserved 178 UPPER LEVEL • Upper level anchored by the primary bar and two kitchen vendors • The floor plan allows for private rental of the entire floor or portions of it while maintaining public access to the kitchens. • Stairwell footprint is open to the mezzanine and main level below, creating a visual connection between levels and pulling natural light through the building. • Bathrooms and back-of-house space are provided on this level to support efficient operation 179 LOWER LEVEL - PROGRAMMING EXAMPLES MEETING/LECTURE BANQUETWINTER MARKET 180 HISTORY OF HOPKINS ELEVATION BAY 1 BAY 2 BAY 3 BAY 4 BAY 5 Circa 1895 - Original Armory Hall without roof extension Circa 1939 - Little change during the ‘Quiet Years’ 1966 - Garage door added in Bay 5 1994 - Present - Faux Historical windows added in Bays 1 & 2 Circa 1990 - Pre-1994 renovation; Horizontal window Bay 1; door Bay 2; door Bay 5 Present - Man-door and small window in Bay 5 Circa 1910 - Roof extension added; windows in bays 2-4; bay 1 opening bricked-in Circa 1959 - Horizontal Window added in Bay 1; Door to police station added in Bay 2 181 VISITOR CENTER ADDITION AT GALENA FACADE 182 GALENA ST ELEVATION 183 GALENA ST ELEVATION 184 ENTRANCE AT HOPKINS & CONNER PARK 185 ENTRANCE AT HOPKINS & CONNER PARK 186 HOPKINS ELEVATION 187 RESOLUTION N0.093 SERIES OF 2024 A RESOLUTION OF THE CITY OF ASPEN CITY COUNCIL DIRECTING THE CITY MANAGER REGARDING DESIGN AND PROGRAMMING DIRECTION, PROVIDED AT A CITY COUNCIL MEETING AND A CITY COUNCIL WORK SESSION, ASSOCIATED WITH THE REMODEL AND REUSE PLAN FOR ARMORY HALL 130 S. GALENA STREET) WHEREAS, the city is planning for the future remodel and reuse of the former city hall AKA Armory Hall) building; and, WHEREAS, city staff seeks direction on the what uses should be programmed .into the project and certain design considerations for the building and site; and, WHEREAS, City Council discussed locating and size of a visitor center at their regular meeting on July 23, 2024, indicating that a visitor center should be located on the Armory Hall site and that it should not exceed 1,000 sq. ft. in size; and, WHEREAS, City Council further discussed a visitor center, as well as other programming and design items associated with Armory Hall at a work session on August 19, 2024; and, WHEREAS, this Resolution confirms direction provided to the City Manager for advancing the remodel and reuse plans for the Armory. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN AS FOLLOWS: Section l: Confirmation of Requested Council Direction: The design for the remodel should incorporate: 1. A mix of uses in the building, rather than solely focusing on food, is the preferred option and better represented by Concept 2, which includes five kitchens and was presented at the work session on August 19'. The final location and size of the programming shown in Concept 2: kitchen vendors, non -kitchen vendors, bar service, back of house, seating capacity, and lounge and flex space should be further studied as well as the incorporation of potential additional uses that will cater to a diverse range of ages and fulfill unmet needs within the community, including ideas raised at the work session such as a games component and more vendors. 2. A visitor center located on the Armory Hall site, no greater than 1,000 square feet, will be incorporated. 3. An expanded public realm along Hopkins Avenue, creating more connectivity between the park, Armory Hall, and Hopkins Avenue. Resolution 093-2024 Armory Hall Remodel and Reuse project, programming and design directive Page 1 of 2 188 4. An activated building frontage, with further study of the treatment of the building's facades, particularly the Hopkins Ave. fagade. INTRODUCED READ AND ADOPTED by the City Council of the City of Aspen on the 27tn Jay of August 2024. Torre, Mayor T APPROVED AS TO FORM: ames R True, City AttorneyNicoleHenning, City Cl Resolution 093-2024 Armory Hall Remodel and Reuse project, programming and design directive Page 2 012 189 Account #Description Period 1 Period 2 Period 3 Period 4 Period 5 Period 6 Period 7 Period 8 Period 9 Period 10 Period 11 Period 12 Period 13 Total Budget Budget Budget Budget Budget Budget Budget Budget Budget Budget Budget Budget Budget Budget Revenue Bar Sales 3020 Revenue - Non-Alcoholic Beverage Sales 4,000.00 4,200.00 4,400.00 2,300.00 2,300.00 2,800.00 3,700.00 4,200.00 4,200.00 3,300.00 3,800.00 4,500.00 4,500.00 48,200.00 3180 Revenue - Beer 58,000.00 60,900.00 63,800.00 33,350.00 33,350.00 40,600.00 53,650.00 60,900.00 60,900.00 47,850.00 55,100.00 65,250.00 65,250.00 698,900.00 3180 Revenue - Wine 20,000.00 21,000.00 22,000.00 11,500.00 11,500.00 14,000.00 18,500.00 21,000.00 21,000.00 16,500.00 19,000.00 22,500.00 22,500.00 241,000.00 3100 Revenue - Liquor 118,000.00 123,900.00 129,800.00 67,850.00 67,850.00 82,600.00 109,150.00 123,900.00 123,900.00 97,350.00 112,100.00 132,750.00 132,750.00 1,421,900.00 Revenue - Events 20,000.00 20,000.00 30,000.00 5,000.00 10,000.00 10,000.00 15,000.00 15,000.00 20,000.00 30,000.00 35,000.00 40,000.00 50,000.00 300,000.00 Total Bar Sales 220,000.00 230,000.00 250,000.00 120,000.00 125,000.00 150,000.00 200,000.00 225,000.00 230,000.00 195,000.00 225,000.00 265,000.00 275,000.00 2,710,000.00 8.12%8.49%9.23%4.43%4.61%5.54%7.38%8.30%8.49%7.20%8.30%9.78%10.15%100.00% Weekly Average Revenue 55,000.00 57,500.00 62,500.00 30,000.00 31,250.00 37,500.00 50,000.00 56,250.00 57,500.00 48,750.00 56,250.00 66,250.00 68,750.00 Other Income 3030 Sales Tax Discounts 22.00 23.00 25.00 12.00 12.50 15.00 20.00 22.50 23.00 19.50 22.50 26.50 27.50 271.00 3065 Tenant CAM 2,495.83 2,495.83 2,495.83 2,495.83 2,495.83 2,495.83 2,495.83 2,495.83 2,495.83 2,495.83 2,495.83 - 2,495.83 29,950.00 3085 Service Charge Income 550.00 575.00 625.00 300.00 312.50 375.00 500.00 562.50 575.00 487.50 562.50 662.50 687.50 6,775.00 3145 Retail Sales - - - - - - - - - - - - - - 3191 Base Rent Income 13,000.00 13,000.00 13,000.00 13,000.00 13,000.00 13,000.00 13,000.00 13,000.00 13,000.00 13,000.00 13,000.00 - 13,000.00 156,000.00 3189 Percentage Rent Income 30,494.51 31,789.64 34,379.89 17,543.23 18,190.80 21,428.62 27,904.25 31,142.07 31,789.64 27,256.69 31,142.07 34,320.88 37,617.71 375,000.00 Total Other Income 46,562.34 47,883.47 50,525.72 33,351.07 34,011.63 37,314.45 43,920.09 47,222.91 47,883.47 43,259.52 47,222.91 35,009.88 53,828.54 567,996.00 Total Income 266,562.34 277,883.47 300,525.72 153,351.07 159,011.63 187,314.45 243,920.09 272,222.91 277,883.47 238,259.52 272,222.91 300,009.88 328,828.54 3,277,996.00 Cost of Sales 4320 COS - Beer 12,122.00 12,673.00 13,775.00 6,612.00 6,887.50 8,265.00 11,020.00 12,397.50 12,673.00 10,744.50 12,397.50 14,601.50 15,152.50 149,321.00 4330 COS - Wine 4,400.00 4,600.00 5,000.00 2,400.00 2,500.00 3,000.00 4,000.00 4,500.00 4,600.00 3,900.00 4,500.00 5,300.00 5,500.00 54,200.00 4370 COS - Liquor 20,898.00 21,853.80 23,700.60 11,437.20 11,882.70 14,272.20 19,018.80 21,408.30 21,853.80 18,443.70 21,278.70 25,069.50 25,960.50 257,077.80 4080 COS - Non-Alcoholic Beverage Sales 2,000.00 2,100.00 2,200.00 1,150.00 1,150.00 1,400.00 1,850.00 2,100.00 2,100.00 1,650.00 1,900.00 2,250.00 2,250.00 24,100.00 4380 COS - Bar Consumables 4,515.00 4,721.50 5,120.50 2,471.00 2,567.25 3,083.50 4,109.00 4,625.25 4,721.50 3,984.75 4,597.25 5,416.25 5,608.75 55,541.50 COS - Events 2,000.00 2,000.00 3,000.00 500.00 1,000.00 1,000.00 1,500.00 1,500.00 2,000.00 3,000.00 3,500.00 4,000.00 5,000.00 30,000.00 Total COGS 45,935.00 47,948.30 52,796.10 24,570.20 25,987.45 31,020.70 41,497.80 46,531.05 47,948.30 41,722.95 48,173.45 56,637.25 59,471.75 570,240.30 Gross Profit 220,627.34 229,935.17 247,729.62 128,780.87 133,024.18 156,293.75 202,422.29 225,691.86 229,935.17 196,536.57 224,049.46 243,372.63 269,356.79 2,707,755.70 Wages & Benefits: 4405 Shift Supervisor - - - - - - - - - - - - - - 4450 Hostess 3,889.44 4,054.63 4,385.00 2,237.56 2,320.16 2,733.13 3,559.06 3,972.03 4,054.63 3,476.47 3,972.03 4,377.48 4,797.97 47,829.60 4460 Servers 8,828.41 9,203.36 9,953.26 5,078.91 5,266.39 6,203.76 8,078.51 9,015.89 9,203.36 7,891.04 9,015.89 9,936.18 10,890.64 108,565.60 4480 Busser 6,541.60 6,819.43 7,375.08 3,763.33 3,902.24 4,596.81 5,985.95 6,680.51 6,819.43 5,847.03 6,680.51 7,362.42 8,069.65 80,444.00 4485 Bartenders 15,557.76 16,218.51 17,540.02 8,950.25 9,280.62 10,932.50 14,236.26 15,888.14 16,218.51 13,905.88 15,888.14 17,509.91 19,191.89 191,318.40 4486 Bar back 1,319.31 1,375.35 1,487.41 758.99 787.01 927.09 1,207.25 1,347.33 1,375.35 1,179.23 1,347.33 1,484.86 1,627.49 16,224.00 4487 Door - - - - - - - - - - - - - - 5235 Contract Labor - - - - - - - - - - - - - - 4495 FOH Training 1,443.00 1,504.29 1,626.86 830.15 860.79 1,014.00 1,320.43 1,473.64 1,504.29 1,289.79 1,473.64 1,624.06 1,780.07 17,745.00 4400 Manager Salaries 27,000.00 27,000.00 27,000.00 27,000.00 27,000.00 27,000.00 27,000.00 27,000.00 27,000.00 27,000.00 27,000.00 27,000.00 27,000.00 351,000.00 4500 Manager Bonus 17,550.00 - - 17,550.00 - - 17,550.00 - - 17,550.00 - - - 70,200.00 4411 Human Resources 192.31 192.31 192.31 192.31 192.31 192.31 192.31 192.31 192.31 192.31 192.31 192.31 192.31 2,500.00 4540 Payroll Taxes 9,034.25 7,279.31 7,630.44 7,278.61 5,435.89 5,874.80 8,683.12 7,191.53 7,279.31 8,595.34 7,191.53 7,622.44 8,069.35 97,165.93 4550 Unemployment Taxes 1,642.59 1,323.51 1,387.35 1,323.38 988.34 1,068.15 1,578.75 1,307.55 1,323.51 1,562.79 1,307.55 1,385.90 1,467.15 17,666.53 4560 Group Insurance 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 - 2,000.00 24,000.00 4570 Worker's Comp 615.97 496.32 520.26 496.27 370.63 400.55 592.03 490.33 496.32 586.05 490.33 519.71 550.18 6,624.95 5044 Manager Meals 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 20,800.00 5041 Employee Discounts 634.29 661.22 715.10 364.90 378.37 445.72 580.41 647.76 661.22 566.94 647.76 713.87 782.45 7,800.00 Total Wages & Benefits 97,848.93 79,728.24 83,413.09 79,424.66 60,382.75 64,988.81 94,164.08 78,807.02 79,728.24 93,242.86 78,807.02 81,329.14 88,019.16 1,059,884.01 Operating: 4575 Aprons & Uniforms 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 1,300.00 4810 Linen & Drycleaning 325.00 325.00 325.00 325.00 325.00 325.00 325.00 325.00 325.00 325.00 325.00 325.00 325.00 4,225.00 4830 First Aid Supplies 75.00 - 75.00 - 75.00 - 75.00 - 75.00 - 75.00 - 75.00 525.00 4840 Decorations - - - - - - - - - 1,000.00 - 1,000.00 5,000.00 7,000.00 4870 Help Wanted Ads 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 3,250.00 4880 Glass/Silverware 450.00 225.00 450.00 225.00 450.00 225.00 450.00 225.00 450.00 225.00 450.00 225.00 450.00 4,500.00 4886 Bar Supplies 300.00 150.00 300.00 150.00 300.00 150.00 300.00 150.00 300.00 150.00 300.00 150.00 300.00 3,000.00 4940 Event Supplies 1,000.00 1,000.00 1,500.00 250.00 500.00 500.00 750.00 750.00 1,000.00 1,500.00 1,750.00 2,000.00 2,500.00 15,000.00 4888 Restaurant Supplies 120.00 60.00 120.00 60.00 120.00 60.00 120.00 60.00 120.00 60.00 120.00 60.00 120.00 1,200.00 4890 Janitorial Supplies 480.00 240.00 480.00 240.00 480.00 240.00 480.00 240.00 480.00 240.00 480.00 240.00 480.00 4,800.00 4910 Contract Cleaning 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 8,000.00 104,000.00 4915 Pest Control 350.00 350.00 350.00 350.00 350.00 350.00 350.00 350.00 350.00 350.00 350.00 350.00 350.00 4,550.00 Aspen Armory Annual Operating Budget - 5 Kitchens & 3 Retail Units 190 4920 DJ/Band Expense 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 45,500.00 4926 Printing Expense 1,846.15 1,846.15 1,846.15 1,846.15 1,846.15 1,846.15 1,846.15 1,846.15 1,846.15 1,846.15 1,846.15 1,846.15 1,846.15 24,000.00 4932 Soaps & Chemicals 650.00 325.00 650.00 325.00 650.00 325.00 650.00 325.00 650.00 325.00 650.00 325.00 650.00 6,500.00 4934 Disposables 3,200.00 1,600.00 3,200.00 1,600.00 3,200.00 1,600.00 3,200.00 1,600.00 3,200.00 1,600.00 3,200.00 1,600.00 3,200.00 32,000.00 5231 Curation - - 2,000.00 - - 2,000.00 - - 2,000.00 - - 2,000.00 - 8,000.00 5275 Fuel Surcharge 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 1,300.00 5350 Cash Over/Short 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 650.00 5010 Advertising 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 45,500.00 5231 Social Media/Pr Firm 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 26,000.00 5033 Goodwill 1,320.00 1,380.00 1,500.00 720.00 750.00 900.00 1,200.00 1,350.00 1,380.00 1,170.00 1,170.00 1,590.00 1,650.00 16,080.00 5046 Guest Repair 1,320.00 1,380.00 1,500.00 720.00 750.00 900.00 1,200.00 1,350.00 1,380.00 1,170.00 1,350.00 1,590.00 1,650.00 16,260.00 5032 Team Member Discount 880.00 920.00 1,000.00 480.00 500.00 600.00 800.00 900.00 920.00 780.00 900.00 1,060.00 1,100.00 10,840.00 5035 Manager Repair 880.00 920.00 1,000.00 480.00 500.00 600.00 800.00 900.00 920.00 780.00 900.00 1,060.00 1,100.00 10,840.00 5700 Repair/Maint. Equipment 500.00 500.00 500.00 500.00 500.00 500.00 500.00 500.00 500.00 500.00 500.00 500.00 500.00 6,500.00 5701 Repair/Maint. Restaurant 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 19,500.00 5710 Computer Maintenance 700.00 700.00 700.00 700.00 700.00 700.00 700.00 700.00 700.00 700.00 700.00 700.00 700.00 9,100.00 5050 CC Processing Fee 5,434.00 5,681.00 6,175.00 2,964.00 3,087.50 3,705.00 4,940.00 5,557.50 5,681.00 4,816.50 5,557.50 6,545.50 6,792.50 66,937.00 5080 Dues And Subscriptions 950.00 150.00 150.00 150.00 150.00 150.00 6,000.00 150.00 4,200.00 2,700.00 150.00 150.00 150.00 15,200.00 5100 Gen Liab/Prop Damage Ins.6,000.00 6,000.00 6,000.00 6,000.00 6,000.00 6,000.00 6,000.00 6,000.00 6,000.00 6,000.00 6,000.00 6,000.00 6,000.00 78,000.00 5215 Professional Fees 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 9,750.00 5220 Legal & Accounting Fees 250.00 250.00 2,500.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 5,500.00 5270 Postage/Delivery 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 325.00 5340 Office Supplies 240.00 120.00 240.00 120.00 240.00 120.00 240.00 120.00 240.00 120.00 240.00 120.00 240.00 2,400.00 5380 Bank Fees 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 - 50.00 600.00 5490 Telephone 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 - 250.00 3,000.00 5495 Internet Service Exp 725.00 725.00 725.00 725.00 725.00 725.00 725.00 725.00 725.00 725.00 725.00 - 725.00 8,700.00 5810 Equipment Rental/Lease 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 - 2,000.00 24,000.00 5930 Water & Sewer 2,032.97 2,119.31 2,291.99 1,169.55 1,212.72 1,428.57 1,860.28 2,076.14 2,119.31 1,817.11 2,076.14 - 2,507.85 22,711.94 5500 Trash Removal 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 - 1,200.00 14,400.00 5935 Cable Tv 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 250.00 - 250.00 3,000.00 5940 Utilities - Gas/Electric 6,538.02 6,815.70 7,371.05 3,761.27 3,900.11 4,594.30 5,982.67 6,676.86 6,815.70 5,843.83 6,676.86 - 8,065.24 73,041.60 5920 Rent 27,500.00 28,750.00 31,250.00 15,000.00 15,625.00 18,750.00 25,000.00 28,125.00 28,750.00 24,375.00 28,125.00 33,125.00 34,375.00 338,750.00 5965 Management Fees 13,327.02 13,893.02 15,025.04 7,666.95 8,111.85 9,688.75 12,356.90 13,642.40 13,666.38 11,912.00 13,610.02 13,283.13 16,440.05 162,623.50 Total Operating Expenses 100,918.16 99,950.18 112,749.23 70,302.93 74,823.33 80,757.78 100,626.00 98,419.05 108,568.54 94,805.60 102,001.67 95,869.78 121,066.79 1,260,859.05 Total G & A Expenses 244,702.09 227,626.72 248,958.42 174,297.78 161,193.52 176,767.29 236,287.88 223,757.12 236,245.07 229,771.42 228,982.15 233,836.17 268,557.70 2,890,983.35 NOI 21,860.25 50,256.75 51,567.30 (20,946.72) (2,181.89) 10,547.16 7,632.20 48,465.78 41,638.40 8,488.11 43,240.76 66,173.71 60,270.84 387,012.65 260,568.10 169,685.31 Total Revenues 266,562.34 277,883.47 300,525.72 153,351.07 159,011.63 187,314.45 243,920.09 272,222.91 277,883.47 238,259.52 272,222.91 300,009.88 328,828.54 3,277,996.00 COS (45,935.00) (47,948.30) (52,796.10) (24,570.20) (25,987.45) (31,020.70) (41,497.80) (46,531.05) (47,948.30) (41,722.95) (48,173.45) (56,637.25) (59,471.75) (570,240.30) Salaries and Wages (97,848.93) (79,728.24) (83,413.09) (79,424.66) (60,382.75) (64,988.81) (94,164.08) (78,807.02) (79,728.24) (93,242.86) (78,807.02) (81,329.14) (88,019.16) (1,059,884.01) Operating Costs (100,918.16) (99,950.18) (112,749.23) (70,302.93) (74,823.33) (80,757.78) (100,626.00) (98,419.05) (108,568.54) (94,805.60) (102,001.67) (95,869.78) (121,066.79) (1,260,859.05) Total Profit (Loss)21,860.25 50,256.75 51,567.30 (20,946.72) (2,181.89) 10,547.16 7,632.20 48,465.78 41,638.40 8,488.11 43,240.76 66,173.71 60,270.84 387,012.65 COS - Beer 21%21%22%20%21%20%21%20%21%22%23%22%23%21% COS - Wine 22%22%23%21%22%21%22%21%22%24%24%24%24%22% COS - Liquor 18%18%18%17%18%17%17%17%18%19%19%19%20%18% COS - Non-Alcoholic Beverage Sales 50%50%50%50%50%50%50%50%50%50%50%50%50%50% 191 Aspen, September 27, 2024 Dear City Council Members, We want to take a moment to express our gratitude for the time, energy, and commitment city council and the city staff dedicate to Aspen’s future. Your leadership and hard work are truly appreciated by the entire community. As the October 8 city council meeting approaches, we would like to address some concerns raised during the August 13 work session regarding the future of the Armory and Food Hall. While we were encouraged by your recognition of our efforts to explore alternative approaches, it was disappointing that community members were not invited to share their views during that work session. One critical point we wish to highlight is the use of RETT funds. After a thorough review by my attorney, it has been confirmed that RETT funds can be used to restore the Armory to its historic purpose and operate it again as a center for performing arts and culture. A majority vote from the council is sufficient to allocate RETT funds for both capital improvements and operational costs, particularly if the Wheeler were to take over operations of this new Arts and Cultural Facility (please see the attached memo dated September 13, 2024). With $54 million currently available in RETT, we believe this presents an unparalleled opportunity to enhance Aspen’s cultural and community offerings. We encourage the council to clarify its intentions regarding the use of these $ 54M RETT funds, as we believe a portion of RETT could significantly elevate our performance arts and culture scene while restoring the Armory to its original role. This strategy would allow us to honor the historical significance of the building and provide the community with an invaluable performance arts and cultural resource. In light of the revised plans to reduce the restaurant footprint to three establishments and one bar, we recommend revisiting the financial pro forma to ensure the projected revenues are adequate to cover the operating expenses without requiring additional annual funding. This financial responsibility will align with the community’s expectations. It's important to recognize that voters are likely to be concerned about another city-owned building requiring an annual taxpayer subsidy, similar to the situation with the ARC. The ARC was initially projected and presented to the public as a breakeven facility but now requires over $2M in subsidies each year. (see attached as found in Article in Newspaper, using CHAT GPT). The community does not want to see a repeat of this, with another city project becoming financially dependent on taxpayer dollars. By utilizing RETT funds responsibly, we can prevent such subsidies and ensure that the Armory becomes a self- sustaining asset, serving Aspen's cultural and social needs without additional financial burden on the community. 192 Repurposing and expanding the Armory offers an incredible opportunity to restore it to its historic role as a hub for arts, culture, and community events—aligning directly with RETT funding requirements. The Armory could be utilized for community dances, performing arts, athletic events, and more, while the Wheeler’s oversight would ensure proper management and programming, as the Wheeler is owned and operated by the city. We also recommend reaching out to local arts organizations, to judge their needs for the Armory. We propose activating the Conner property, which is not a City Park, adjacent to the alley with a single-story building that would house the restaurants and liquor vendor, reducing disruption to the Armory itself and preserving its historical integrity while providing a faster path to activation. We hope that now, with a clearer understanding of how RETT funds can be used, there will be no need for the City or the community to fund this project with external resources when the necessary funds are already available. However, if the council holds a different opinion on spending RETT funds during this term or prefers to let it sit and grow even larger, we hope for transparency in those decisions and a clear explanation of the long-term strategy of these RETT Funds. Thank you for your time and consideration of these matters. Sincerely, Bruce Etkin 193 Date: Friday, September 13, 2024 at 3:21 PM To: Bruce Etkin <bruce@etkin.com> Subject: Arts Center at Armory/Wheeler RETT Funds Bruce – I reviewed Section 23.48.060 of the City of Aspen Municipal Code (the “Code”), which covers the Wheeler RETT, to see if Wheeler RETT funds could be used to pay for the construction, maintenance, and repair of an arts facility in the Armory building. I understand that the City currently has approximately $54,497,995 in the Wheeler RETT fund. Section 23.48.060(c) of the Code, which covers how Wheeler RETT funds may be applied, expressly provides that Wheeler RETT funds may be used “… for the purpose of supporting the cultural, visual and performing arts, including, but not limited to, the capital and operational support of the Red Brick Center for the Arts”. Based on the language in section 23.48.060(c) of the Code, I believe the City Council has the right to use Wheeler RETT funds for an arts center at the Armory (because using Wheeler RETT funds for an arts center at the Armory would clearly be “… for the purpose of supporting the cultural, visual and performing arts”). The language in Section 23.48.060(c) of the Code that refers to the Red Brick is preceded by “…including, but not limited to…”, which means that even though the Red Brick is specifically covered, it does not mean the Red Brick is the only location outside the Wheeler Opera House where Wheeler RETT funds can be used to support cultural, visual, and performing arts. I also noticed that Section 23.48.060(f) of the Code provides that Section 23.48.060(c) of the Code is irrepealable and unamendable without the approval of the electorate. Because the existing language in Section 23.48.060(c) of the Code already expressly authorizes the use of Wheeler RETT funds for the purpose of supporting the cultural, visual and performing arts, a public vote should not be necessary to authorize use of Wheeler RETT funds for a cultural, visual and/or performing arts center at the Armory. I did not find anything in section 23.48.060 of the Code that requires a minimum balance to be maintained in the Wheeler RETT fund. Please let me know if you have any other questions or if you need anything else. 194 The Aspen Recreation Center (ARC) relies heavily on taxpayer support to operate. In 2020, the City of Aspen's general fund covered about $2.9 million of ARC's $3.8 million total budget, equating to a 75% subsidy. In subsequent years, the city worked to reduce the taxpayer subsidy, with goals to lower the percentage to 50% over time. For example, in 2023, the city projected that taxpayers would subsidize 54% of ARC's budget, with the aim of reaching 50% by 2025. The total annual budget for ARC is typically over $5 million, so taxpayers currently contribute around $2.7 to $3 million annually to support its operations Aspen Public Radio News, City of Aspen 195 1 MEMORANDUM TO: Mayor and Council FROM : Sara Ott, City Manager DATE OF MEMO: Oct 1, 2024 RE: Preliminary considerations in selection of new Municipal Judge REQUEST OF COUNCIL: I seek direction on whether the Council would like the Administration to support Council in the recruitment, selection, and negotiations for a new Municipal Judge. SUMMARY AND BACKGROUND: After 42 years of service, Municipal Judge Brook Peterson retired effective Oct 1, 2024 (attachment A). He has had a long-standing role in the review, decision making, and rulings in the municipal court system. The Council is obligated to select the new leadership of the municipal court system. This position is one of three positions that City Council is required to appoint as detailed in Section 7.2 of the City Charter (Attachment B). There are several considerations in the appointment of a presiding municipal judge. The City Charter provides a minimum requirement that the appointee must be an attorney-at- law admitted to practice in Colorado. Beyond that, there is significant Council discretion. In order to support the Council in the recruitment and selection process of a new judge, I am providing the following considerations and recommendations. DISCUSSION: Caseload: Please see attached memo from May 2, 2024 that provides a 3-year lookback on municipal court caseload (Attachment C). Scope of Role: The City Charter provides the minimum scope for the position. Section 7.2 (a) reads: There shall be a municipal court vested with exclusive original jurisdiction of all criminal and traffic causes arising under the ordinances of the city and as may be conferred by law. The municipal court shall be presided over and its functions exercised by a judge appointed by the council for a specified term of no less than two (2) years. Scope of Work: 196 2 I recommend the work be more fully described that the City Charter to include a statement similar to this example from Wheat Ridge, Colorado. The Presiding Municipal Judge works with the Court Administrator and Court Staff in a professional and courteous manner to establish and maintain processes and procedures to ensure efficient and legally defensible courtroom practices. The Presiding Judge will participate in implementation of various City programs as they relate to Municipal Court. The selected appointee will demonstrate impeccable character, integrity, reputation, judgment, experience, and efficiency. Judicial Functions include, but may not be limited to: • Preside over court sessions. Interpret and apply the law, make legal rulings, and ensure that the proceedings are conducted fairly and according to established legal procedures. • Responsible for making legal decisions based on the facts presented and applicable laws. Adjudicate cases by listening to evidence, determining the guilt or innocence of the accused, and, in the case of guilt, imposing appropriate penalties. • Interpret and apply the law to specific cases. Ensure that legal principles are correctly understood and followed. • Uphold the principles of due process, ensuring that all parties involved in a case are treated fairly and have the opportunity to present their case. • Adopt rules and regulations to conduct the business of the Court. Recruitment Tactics: I recommend the Council issue a request for proposals (RFP) seeking the following information from candidates: o Cover letter expressing interest. o Resume(s) o A description of similar work experience. o A description of any disciplinary actions you may have been subject to. o A statement detailing your current practice and the potential for conflicts of interest that may arise if you are appointed to the judge position. o List of 3 professional references. o Submit an hourly, monthly, and/or annual rate. The RFP would be posted through Bidnet and its availability can be advertised through legal professional organizations in the Roaring Fork Valley. This route provides the greatest flexibility for the Council in evaluating candidates and for negotiation of salary and any benefits. 197 3 You can find examples of RFPs from other jurisdictions and job postings through the Colorado Municipal Judges Association website. Additionally, have attached the RFP for Glenwood Springs, Colorado (Attachment D) as a local example. Alternatively, the Council may post the position using the city’s traditional hiring process. If using this route, the Council should pre-determine salary and benefit eligibility to aid in recruitment and to manage expectations with candidates. Recruitment would focus throughout the Roaring Fork Valley, unless directed differently by Council. Compensation and Benefits: The City Manager’s Office made contact with multiple mountain town communities about the structure of the employment relationship, compensation rates, and any benefit eligibility. I recommend an annualized payment of no less than $35,000 based upon approximately 350 cases per year, and higher if the Council has additional expectations of the Court operations. Further, offering benefits such as medical insurance and life insurance, can be attractive options. Other mountain towns vary, and it makes sense based on case load. Attached is the contract with the Vail Municipal Judge, as an example of another community’s compensation package (Attachment E). Contract: All pay and benefits should be reduced to writing in a formal agreement. This provides clarity to the judge, community, City Council and human resources on benefit eligibility, compensation, and other terms of the relationship. The formal agreement is best practice, and consistent with the use of contracts with other Council-appointed positions. Narrowing RFP/Candidates: The Council can choose to review all or some responses. At minimum, I recommend staff prepare a completeness review on submissions and provide Council a listing of incomplete and complete responses. If the Council prefers, staff can narrow the candidate list based on additional objective criteria to forward the top 12-15 candidates to Council for review, and ultimately for Council to select individuals for interviews. A robust discussion with Council about the criteria and tactics to be used and some general discussion about the composition of the administrative review team would be needed. The final selection is the responsibility of the Council. The Administration can assist the Council with negotiations, if desired by the Council. Timeline: An RFP solicitation, review, and selection process can take place in 60-75 days, once Council authorizes the RFP. 198 4 FINANCIAL IMPACTS: The compensation package may exceed the current appropriations, depending on the final contract value. Staff will bring forward any necessary appropriation considerations when costs are clearer. On a secondary note, I also encourage Council to increase the rate of pay for deputy municipal judges. The current rate of pay is $200/day. I recommend this switch to $500/day. Also, I recommend this rate increase to $1,000/day for any jury trial. Jury trials, including jury selection are completed in one longer day. ENVIRONMENTAL IMPACTS: There are no significant environmental impacts from the selection of a municipal judge. ALTERNATIVES: The Council could choose to run this process without the assistance of the Administration through use of a recruitment firm, or through self- performance of all the work. RECOMMENDATION: I recommend the Council schedule this item for discussion for work session or through an action item to provide stability for the Court and to provide clarity on any assistance the Council would like to receive in the recruitment and selection of a new municipal judge. Second, I recommend an increase in salary of deputy judges to $500/day without benefits for routine court hearings and to $1000/day for jury trials. This will need to be completed by resolution. Attachments: A – Judge Peterson Retirement Letter B – Section 7.2 of Aspen City Charter C – Aspen Municipal Court Caseload Review D – Request for Proposals for Municipal Judge - Glenwood Springs, Colorado E – Services agreement – Vail Colorado. 199 August 1, 2024 Mayor Torre and Members of Aspen City Council: Since my appointment as Municipal Judge of the City of Aspen in July of 1981, it has been my privilege to serve the City of Aspen and its citizens. I will be retiring as the Municipal Judge of the City of Aspen with an effective date of October 1, 2024. I will do my utmost to continue to fulfill my duties as Municipal Judge until my retirement, with the assistance and support of the Deputy Municipal Judges, the Honorable Ted Gardenswartz and the Honorable Don Nottingham and of the Municipal Court Clerk Tracy Terry and her staff. Furthermore, I will do everything possible to aid in the transition to the new Municipal Judge appointed by this Council. It has been one of my greatest honors to be the Municipal Judge of the City of Aspen. It is impossible for me to fully express how I feel having had the opportunity to serve as Municipal Judge, or to thank everyone in this briefletter. I am extremely grateful to have served our community as its Municipal Judge. Attachment A 200 Excerpt from the Charter of the City of Aspen, Colorado Section 7.2. Judiciary. (a) Municipal judge. There shall be a municipal court vested with exclusive original jurisdiction of all criminal and traffic causes arising under the ordinances of the city and as may be conferred by law. The municipal court shall be presided over and its functions exercised by a judge appointed by the council for a specified term of no less than two (2) years. The council may re-appoint the municipal judge for a subsequent term or terms, except that the initial appointment may be for a term of office, which expires on the date of the organizational meeting of the council after the next general election. Any vacancy in the office of the municipal judge shall be filled by appointment by the council for the remainder of the unexpired term. The municipal judge shall be an attorney-at-law admitted to practice in the State of Colorado. (b) Deputy judges. Council may appoint one or more deputy judges as it deems necessary. The deputy municipal judges shall all have the powers of the municipal judge when called upon to act by the municipal judge or the council. In the event that more than one municipal judge is appointed, the council shall designate a presiding municipal judge, who shall serve in is capacity during the terms for which he was appointed. The deputy municipal judges shall be attorneys admitted to practice in the State of Colorado and serve at the pleasure of the council. (c) Compensation. The municipal judge shall receive a fixed salary or compensation set by the council which salary or compensation shall not be dependent upon the outcome of the matters to be decided by the municipal judge. The deputy municipal judge may receive such compensation for services rendered as council may determine. (d) Removal. Any municipal judge may be removed during his term of office only for cause. A judge may be removed for cause if: (1) He is found guilty of a felony or any other crime involving moral turpitude; (2) He has a disability which interferes with the performance of his duties, and which is, or is likely to become, of a permanent character; (3) He has willfully or persistently failed to perform his duties; or (4) He is habitually intemperate. (Ord No. 14-2005) Attachment B 201 INFORMATION ONLY MEMORANDUM TO: Aspen City Council    FROM: Darcy Weir, City Manager’s Office Fellow   THROUGH: Sara Ott, City Manager   MEMO DATE: May 2, 2024 RE: Ordinance Violation Citations and Municipal Court Case Outcomes PURPOSE: No action is requested of Council. This informational memo provides Council with an overview of City of Aspen ordinance violation citations and municipal court case dispositions from 2021 through 2023. SUMMARY: Ordinance Violation Citations from 2021-2023 From 2021 to 2023, 992 City of Aspen ordinance violation citations were issued. As shown in Figure 1, ordinance violation citations have fluctuated over the last three years, with citations dropping by 11 percent from 2021 to 2022 and then increasing by 15 percent from 2022 to 2023. On average, around 330 citations were issued each year. Figure 1. Total Ordinance Violations from 2021-2023 340 302 350 0 50 100 150 200 250 300 350 400 2021 2022 2023 Ordinance Violation Citations from (2021-2023) Attachment C 202 2 The 992 citations issued from 2021-2023 consist of 92 categories of ordinance violations. The most common violations cited include speeding 5-9 MPH over the prima facie limit, speeding 10-19 MPH over the prima facie limit, maintaining and operating wildlife-proof containers (not secured), failure to obey traffic control device/stop sign, and failing to appear. Figure 2 highlights the 10 most common citations issued over the last three years. As seen below, speeding 5-9 MPH over the prima facie limit is by far the most common citation issued, accounting for 20 percent of the total citations issued from 2021-2023. Figure 2 Most Common Citations Issued from 2021-2023 Municipal Court Case Dispositions from 2021-2023 Over the last three years, 815 cases were disposed by the City of Aspen Municipal Court. Figure 3 provides an overview of municipal court cases with disposition dates between 2021 and 2023. As can be seen below, the number of cases disposed of has remained relatively consistent over the last three years, fluctuating by around 1 percent, on average, each year. 0 10 20 30 40 50 60 70 80 90 100 Speeding 5-9 MPH Over Prima Facie Limit Speeding 10-19 MPH Over Prima Facia Limit Maintenance & Operation of Wildlife Proof… Failed to Obey Traffic Control Device/Stop Sign Failure to Appear Disorderly Conduct Trespassing Prohibited Careless Driving Wildlife Resistant Containers or Enclosures… Speeding 1-5 over (0-4) 10 Most Common Citations Issued from 2021-2023 2023 2022 2021 203 3 Figure 3 Disposed Court Cases from 2021-2023 Overwhelmingly, the majority of municipal court cases disposed during this time involved only one ordinance citation. Only around 7 percent of cases involved two or more citations. Table 1 provides a summary of all municipal court case dispositions from 2021-2023. Around 78.4 percent of these cases resulted in a disposition of guilty, whether by a plea of guilty or a finding of guilt by the Court. Guilty dispositions result in outcomes such as probation, a sentence to jail time, and fines paid. About 4.3 percent of cases disposed from 2021-2023 were dismissed in which there was no finding of guilt or conviction. These cases were dismissed for various reasons, including dismissal because the defendant was either subject to a mental health hold or deemed incompetent by the state court, trials were set but witnesses failed to appear or refused to testify, and cases involving defendants who had pending state court charges and were sentenced to long jail sentences or prison. Table 1. Municipal Court Case Dispositions (2021-2023) Case Dispositions 2021 2022 2023 Total Guilty 235 213 191 639 Not Guilty 1 0 4 5 Dismissed by a Police Officer 9 7 31 47 Dismissed Pursuant to a Plea Agreement or Completion of Traffic School 22 33 28 83 Dismissed 2 15 18 35 Deferred 2 0 4 6 Total 271 268 276 815 271 268 276 0 50 100 150 200 250 300 2021 2022 2023 Municipal Court Cases (2021-2023) 204 4 10 percent of cases disposed in the last three years were dismissed pursuant to a plea agreement or the completion of traffic school. It has long been a policy of the municipal court to allow minor traffic violators who have a clean driving record for at least five preceding years to elect to enter an agreement whereby if the violator completes traffic school, the ticket is dismissed; this practice is common across the State. This category also includes cases that were dismissed pursuant to the completion of conditions surrounding a plea agreement being met. For example, of the cases dismissed pursuant to a plea agreement or the completion of traffic school, around 40 percent of these cases were dismissed in response to a completed deferred judgment and sentence or other plea arrangement. A deferred judgment and sentence is a sentencing option utilized regularly in both municipal and state courts. In these types of cases, a defendant pleads guilty, and sentencing is deferred for a period of time. During that time, the defendant must comply with certain conditions, including payment of a fine, no new offenses, community service, or other terms. Only if these terms are complete can the defendant withdraw the plea of guilty, and at that time, the case is dismissed. In discussing municipal court case findings, it is important to note that city staff are considering municipal code updates as an avenue to increase the judicial mechanisms that the municipal court has at its disposal. NEXT STEPS: ATTACHMENTS: CITY MANAGER NOTES: __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ 205 Request for Qualifications 2024-19Q Municipal Court Judge Buyer: City of Glenwood Procurement Department 101 West 8th St / Glenwood Springs, CO 81601 / ryan.muse@cogs.us Attachment D 206 Municipal Court Judge Section I: Introduction The City of Glenwood Springs uses the Rocky Mountain E-Purchasing System (“BidNet”) to post solicitations and any supporting or additional information, including Addenda, Bid Sheets and awards. Proposals must be submitted prior to close on BidNet. The City of Glenwood cannot accept a response that did not come through the right channel on time. All documents and information are available at www.bidnetdirect.com/cityofglenwoodsprings. If you require additional information regarding BidNet call Vendor Support at 800-835-4603 anytime Monday-Friday from 6:00 am to 6:00 pm Mountain Time. Project Summary The City of Glenwood Springs is seeking a qualified Municipal Court Judge. According to the City charter: There shall be a Municipal Court which shall have jurisdiction to hear and try all alleged violations of this Charter and the City ordinances. The Municipal Court shall have all jurisdiction as is provided under state statutes and rules promulgated by the Colorado Supreme Court. Section II: Timeline Proposal Timeline. TIMELINE DATE TIME Questions and Clarifications Due SEPTEMBER 4TH 4:00 p.m. Question Addendum Released SEPTEMBER 12TH 4:00 p.m. Request for Qualifications (RFQ) Due www.bidnetdirect.com//cityofglenwoodsprings SEPTEMBER 23RD 2:00 p.m. Target Award Date (Subject to Change) OCTOBER 17TH 6:00 p.m. Section III: Instructions to Submitters a.The City of Glenwood Springs endeavors to provide a uniform distribution of information to vendors and conduct a fair selection process. We ask that you please follow these instructions carefully. Any submittal that does not meet the requirements set forth in this document and any addenda will not be considered by the Selection Committee. b.We ask that you do not contact any member of staff directly with questions or comments about the RFQ other than Ryan Muse, City Clerk. Any attempts to contact City personnel other than the Clerk will result in disqualification. c.Please upload your submittal to BidNet in one single PDF file. o Cover letter expressing interest. o Resume(s) o A description of similar work experience. o A description of any disciplinary actions you may have been subject to. o A statement detailing your current practice and the potential for conflicts of interest that may arise if you are appointed to the judge position. o List of 3 professional references. o Submit an hourly, monthly, and/or annual rate. 207 Municipal Court Judge d. Questions regarding this RFQ should not be submitted to BidNet, but submitted to bidresponse@cogs.us e.All addenda issued by The City of Glenwood Springs will be placed on the BidNet site prior to the time that proposals are received and shall be considered part of the RFQ. It shall be the Bidder’s responsibility to view all documents posted on BidNet. The City may issue several addenda during the process as needed for clarification. f.BidNet will automatically stop allowing uploads at the date and time of closing. Sometimes the process takes a few minutes so please upload your proposal well ahead of the closing time. The City of Glenwood cannot see who or how many responses have been submitted to BidNet prior to the closing date so we are unable to confirm receipt. However, you may assume your upload was successful if BidNet accepts the document. g.The City of Glenwood Springs makes no guarantee that an award will be made as a result of this RFQ and reserves the right to accept or reject any or all proposals, waive any formalities or technical inconsistencies, or delete any item/requirements from this RFQ or resulting contract when deemed to be in the City’s best interest. h.Representations made within the proposal will be binding on Bidder. Failure to comply with the requirements contained in this RFP will result in the rejection of your proposal. Section IV: Scope The Glenwood Springs Municipal docket averages can range from 20-70 cases per week with a total of 1,506 in 2023. Of those cases, 1143 were traffic related, 273 were criminal misdemeanor, and 90 were juvenile. The Glenwood Springs Municipal Court currently has one regularly scheduled docket day per week on Tuesdays beginning at 8am. Municipal court is generally in session for four hours. Most pre-trial matters and routine hearings are set for Tuesdays during the regular docket. Trials are set outside of the regular docket. Advisements of in custody defendants occur as needed on Mondays, Wednesdays and Thursdays. Law enforcement relays warrant requests and requests to review affidavits of warrantless arrests 7 days a week as incidents occur. The minimum qualifications of the Municipal Court and Municipal Judge can be found in Section 4 and 5 of Article 8 of the Glenwood Springs Municipal Charter. Sec. 8.4 - Municipal court. There shall be a Municipal Court which shall have jurisdiction to hear and try all alleged violations of this Charter and the City ordinances. The Municipal Court shall have all jurisdiction as is provided under state statutes and rules promulgated by the Colorado Supreme Court. The Municipal Court shall be a qualified Municipal Court of Record and shall keep a verbatim record of all proceedings and evidence at trials by either electric devices or stenographic means. The Council shall provide suitable quarters for the honor and dignity of the Municipal Court and all supplies and things necessary for the proper functioning of the Court. Sec. 8.5 - Qualifications and appointment of municipal judges, assistant municipal judges, and substitute municipal judges. The Council shall appoint one or more municipal judges and such assistant municipal judges as may be reasonably necessary to insure the prompt and expeditious determination of Municipal Court matters. Council may also appoint substitute municipal judges as circumstances may require in case of temporary absence, sickness, disqualification, or other inability of the presiding or assistant municipal judges to act. Each municipal judge, assistant municipal judge, and substitute municipal judge shall be admitted to and licensed in the practice of law in Colorado so long as such person acts as judge, shall be at least twenty-five (25) years of age at the time the duties of the office are assumed, shall reside within a ten (10) mile radius of the corporate limits of the City, and shall take the oath of office as set forth in Article III, Section 6, of this Charter. 208 Municipal Court Judge Each judge shall be appointed for a term of two (2) years, and any vacancy shall be filled by appointment by the Council for the remainder of the unexpired term. The Council shall provide for the salary of each municipal judge or assistant municipal judge which shall be a fixed annual compensation and payable on a monthly basis. The Council may pay any substitute judge, appointed pursuant to this section, proportionate to the services rendered served by such judge. (27-79, § 5; 29-91, § 2; 15-07, § 1) Section V: RFP Terms & Conditions Discussions/Negotiations The City of Glenwood Springs reserves the right to contact any Bidder for clarification of information submitted and to conduct discussions with Bidders, to accept or not accept revisions of Proposals, and to negotiate any point in the proposal or the subsequent contract at the sole discretion of the City’s Chief Operating Officer. Due to budget restrictions, this project may not be awarded in full to the selected contractor. Indemnification If any litigation from any claims, disputes or other matters in question arising out of or relating to this agreement, or the breach thereof, the successful party in the litigation shall be entitled to reasonable legal expenses as part of any judgment. Proprietary Information It is understood that the City is a public institution and, as such, is subject to the Colorado Open Records Act, CRS §§ 24-72-101 et. seq. (“CORA”). Any information uploaded to BidNet or otherwise submitted will become a public record and subject to inspection following the final selection of a bidder and the award of a contract. Bid tabulations and results will be posted to BidNet. Except as otherwise agreed prior to the award or finalization of any vendor transaction, the City shall provide upon request by any third party all information pertaining to such transaction which must be disclosed pursuant to CORA, and the City’s obligations under CORA supersede its obligations under any agreement, contract, purchase order or negotiated transaction. If you object to the disclosure of any confidential or privileged information as such is defined in CORA, any such pages must be marked confidential and submitted as outlined herein. If you fail to mark the documents confidential and fail to include the explanation, any objection to the release of any information will be deemed waived by the City. Please note that your objection will be considered but is not binding on the City. The City is required to make a determination under CORA, and may only withhold documents that are confidential under the law. If the City releases documents marked as confidential in compliance with CORA, the Bidder waives any claims for liability or damages. To avoid disclosure of trade secrets, privileged information, or confidential commercial, financial, geological, or geophysical data (“Confidential Information”), the Bidder must clearly mark all Confidential Information as such and provide a written, detailed justification with its proposal of the protected nature of the Confidential Information under CORA. This justification must address, at a minimum, the specific competitive harm that may result from any disclosure, the intrinsic value of the Confidential Information to the Bidder, and any safeguards used to protect the Confidential Information from disclosure. By submitting a proposal, the firm agrees to hold the City harmless from any claim arising from the release of Confidential Information not clearly marked as such by the Bidder or lacking written, detailed justification as supported by CORA. Standard Contract Bidder has had an opportunity to review the City’s standard contract for this project and agrees to the use of the standard contract and the terms and conditions contained therein. 209 Municipal Court Judge Section VI: Warranties, Representations and Acknowledgements of Bidder a.Bidder acknowledges and agrees that (1) this RFP is a solicitation for proposal and is not a contract or an offer to contract and (2) the submission of a proposal by Bidder in response to this RFP will not create a contract between the City of Glenwood and Bidder. b.Bidder offers and agrees to furnish to the City of Glenwood with the products and/or services described in its proposal, at the prices quoted in the proposal, and to comply with all terms, conditions, and requirements set forth in the RFP documents and contained herein. c.Bidder represents and warrants that (1) Bidder is a reputable company regularly engaged in providing products and/or services necessary to meet the terms, conditions, and requirements of the RFP; (2) Bidder has the necessary experience, knowledge, abilities, skills, and resources to satisfactorily perform the terms, conditions and requirements of the RFP; (3) Bidder is aware of, is fully informed about, and is in full compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances; (4) Bidder understands the requirements and specifications set forth in this RFP and the terms and conditions set forth; and (5) all statements, information, and representations prepared and submitted in response to this RFP are current, complete, true, and accurate. Bidder acknowledges that the City of Glenwood will rely on such statements, information, and representations in selecting the successful Bidder. If selected by the City the Bidder will notify the City immediately of any material change in any matters with regard to which Bidder has made a statement or representation or provided information. d.Bidder agrees to be in compliance with all federal laws and regulations pertaining to Equal Employment Opportunities and Affirmative Action. e. In 2021, Colorado HB21-1110 strengthened the Colorado law for protection against discrimination against persons with disabilities; specifically, it requires the accessibility of all digital government information technology. To comply, all digital experiences provided by the contactor must meet all applicable Level A and AA success criteria of the current non-draft version of the Web Content Accessibility Guidelines (WCAG). 210 1 8/9/2024 HTTPS://CITYOFASPEN-MY.SHAREPOINT.COM/PERSONAL/SARA_OTT_ASPEN_GOV/DOCUMENTS/MUNICIPAL COURT JUDGE/ATTACHMENT E - VAIL JUDGE SERVICES AGREEMENT.DOCX MUNICIPAL JUDGE SERVICES AGREEMENT THIS MUNICIPAL JUDGE SERVICES AGREEMENT (the "Agreement") is made and entered into this ___ day of January, 2024 (the "Effective Date"), by and between the Town of Vail, 75 South Frontage Road, Vail, CO 81637, a Colorado home rule municipal corporation (the "Town"), and Cyrus "Buck" Allen, an individual with an address of _________________,___________ ("Judge Allen") (each a "Party" and collectively the "Parties"). WHEREAS, the Vail Town Council has determined to re-appoint Judge Allen as the Town's Municipal Judge pursuant to § 7.2 of the Vail Town Charter; WHEREAS, the Vail Town Council desires to set the salary of Judge Allen as set forth in § 7.2 (c) of the Vail Town Charter; and WHEREAS, Judge Allen desires to accept the appointment as Municipal Judge and the salary contained herein. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1.Term. Judge Allen is hereby appointed for a 2-year term, commencing on January 1, 2024, and continuing through December 31, 2025. 2.Duties. Judge Allen shall preside as the Municipal Judge over regular and special sessions of the Vail Municipal Court. Judge Allen shall also meet with Town Council bi- annually to provide updates on Municipal Court matters, including without limitation on case load and other issues that need be addressed. 3.Compensation. Pursuant to § 7.2(c) of the Vail Town Charter, Judge Allen shall be compensated at a rate of $5,281.25 per month. 4.Support Staff. The Town will provide Judge Allen support staff and office space commensurate with need. Such support staff are employees of the Town Manager. 5.Other Covenants. Judge Allen's performance and salary shall be reviewed by the Town Council prior to the expiration of this Agreement. Pursuant to § 7.2(d) of the Vail Town Charter and state law, Judge Allen may only be removed for cause. 6.No Additional Obligation. Nothing herein shall be deemed to create any terms, conditions or obligations in addition to those provided for in the Vail Town Charter or State law, nor is anything herein intended to change the nature of the Municipal Judge position as an appointed position under the Vail Town Charter and State law. This Agreement is simply intended to memorialize the term and salary of the Municipal Judge. 7.Insurance and Indemnity. Judge Allen is part-time employee and an appointed Attachment E 211 2 8/9/2024 HTTPS://CITYOFASPEN-MY.SHAREPOINT.COM/PERSONAL/SARA_OTT_ASPEN_GOV/DOCUMENTS/MUNICIPAL COURT JUDGE/ATTACHMENT E - VAIL JUDGE SERVICES AGREEMENT.DOCX official of the Town and is entitled to any and all benefits of law pertaining to judicial or governmental immunity and to coverage by the Town’s insurance applicable to persons holding such a position. The Town hereby declares Judge Allen to be an appointed municipal official of the Town for purposes of including Judge Allen as an insured official subject to the Town’s insurance coverage and for the Town’s obligation to defend and indemnify Judge Allen for claims arising out of injuries sustained from an act or omission of Judge Allen occurring during the performance of his duties and within the scope of his duties, except where such act or omission is willful and wanton. The Town has consulted with its insurance administrator, the Colorado Intergovernmental Risk Sharing Agency, and the Town has determined that Judge Allen will be an insured appointed municipal official within the Town’s policy of insurance, in accordance with and subject to the terms, conditions, limits and exclusions of such policy. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF VAIL, COLORADO ________________________________ Travis Coggin, Mayor ATTEST: _____________________________ Stephanie Kauffman, Town Clerk CYRUS "BUCK" ALLEN ________________________________ Cyrus "Buck" Allen STATE OF COLORADO ) ) ss. COUNTY OF _____________ ) The foregoing instrument was subscribed, sworn to and acknowledged before me this ____ day of _______________, 2024, by Cyrus "Buck" Allen. My commission expires: (S E A L) ________________________________ Notary Public 212 MEMORANDUM TO:Mayor and City Council FROM: James R. True, City Attorney DATE OF MEMO: October 3, 2024 MEETING DATE: October 8, 2024 RE:Resolution #130 (Series of 2024) and Resolution #131 (Series of 2024) SUMMARY: At the request of one or more Council members, staff has prepared two resolutions that would declare support for two separate Pitkin County Ballot Questions. Resolution #130 addresses Pitkin County Ballot Question 1-A, while Resolution #131 addresses Pitkin County Ballot Question 1-C. The resolutions are attached. RECOMMENDATION: Staff has no recommendations regarding these resolutions. Formal support of or opposition to a State or County ballot question is within the absolute discretion of the City Council. 213 RESOLUTION #130 (Series of 2024) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, IN SUPPORT OFPITKIN COUNTY BALLOT MEASURE 1A, AUTHORIZING AN ANNUAL AD VALOREM AFFORDABLE AND WORKFORCE HOUSING PROPERTY TAX MILL LEVY THAT WILL APPEAR ON THE NOVEMBER 2024 GENERAL ELECTION BALLOT WHEREAS, Pitkin County ballot question 1A: Affordable and Workforce Housing Mill Levy, will be on the November 5, 2024 ballot submitting to the registered electors of the County of Pitkin, State of Colorado an ad valorem property tax mill levy proposal imposed at a rate of 1.5 mills for not more than twenty-five (25) years for the purposes of funding affordable and attainable housing; and WHEREAS, Pitkin County ballot measure 1A language aligns with the City of Aspen’s adopted Policy Agenda goals and priorities of Affordable Housing and Regionalism, and coincides with our focus on the provision of quality affordable housing to ensure the continued viability of the community; and WHEREAS, Pitkin County ballot measure 1A further achieves Pitkin County and the City of Aspen’s vision to act upon their strategic plan to be a healthy, safe, vibrant and sustainable community including fulfilling the essential component of housing for individuals, families, seniors, and workforce; and WHEREAS, Pitkin County ballot measure 1A will synchronize with recent Public Satisfaction Surveys conducted by Pitkin County of which over 50% of respondents identified affordable housing as their highest priority for the County; and WHEREAS, individuals and families who serve the local community by working for local businesses or organizations cannot afford to own a free market home in Pitkin County and most cannot afford free market rental rates because incomes and wages have not increased at the same rate as housing costs. In 2022 only 9% of home sales in the Roaring Fork Valley were affordable to a household at median wage. This is down from 23% in 2015, and in 2024 this percentage is likely to drop even lower with only deed restricted units available at affordable price points; and WHEREAS, to respond to community needs and significantly impact the housing crisis 214 Pitkin County, with the City of Aspen, must provide housing that is affordable, accessible, attainable and available; offering alternative housing options, both rental and ownership, to what is available on the free market; and WHEREAS, to support housing acquisition, construction, conservation and conversion, Pitkin County requires a sustainable and reliable funding stream that can support both immediate project investment as well as long term debt financing; and WHEREAS, Pitkin County’s current dedicated funding for housing is insufficient and too elastic to support the long term investment that is needed in housing, making a new reliable funding stream a critical component of future success; and WHEREAS, City Council findsthat the measure thoughtfully endeavors to raise revenue ($8,543,345.97 annually in the first fiscal year) that will be dedicated to prioritizing housing for critical community service workers, including but not limited to emergency response, transit, road and bridge, healthcare, adult and child welfare, teaching and childcare; and WHEREAS, City Council supports the County’s goal to construct new rental and ownership housing by partnering with nonprofits, governmental entities, local businesses, housing trusts and private organizations; and WHEREAS, City Council supports the conversion of free market units into permanent deed restricted housing through buy down programs; and WHEREAS, City Council finds that dedicating a portion of the revenue towards capital reserve maintenance and preservation of our existing housing inventory, helps to fill a crucial gap in funding towards maintaining the health and safety of our current housing supply; and WHEREAS, City Council supports the county’s desire to protect its rural character by prioritizing housing in areas consistent with existing employment, services, and facilities; and WHEREAS, City Council supports the BOCC’s commitment to supporting the missing middle and their ability to remain in their housing and to exploring opportunities to implement a property tax incentive program to address housing as an area of concern. NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Aspen declares its support for Pitkin County ballot question 1A:Authorizing an Annual Ad Valorem Property Tax Mill Levy Imposed at a Rate of 1.5 Mills for Not More Than Twenty Five Years for the Purposes of Funding Affordable and Attainable Housing and for the reasons set forth in this Resolution urges a YES vote on the election to be held November 5, 2024. 215 INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 8 th day of October 2024. ____________________________________ Torre ,Mayor I , Nicole Henning,duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of Aspen, Colorado ,at a meeting held October 8, 2024. ____________________________________ Nicole Henning, City Clerk 216 MEMORANDUM TO:Mayor and City Council FROM: James R. True, City Attorney DATE OF MEMO: October 3, 2024 MEETING DATE: October 8, 2024 RE:Resolution #130 (Series of 2024) and Resolution #131 (Series of 2024) SUMMARY: At the request of one or more Council members, staff has prepared two resolutions that would declare support for two separate Pitkin County Ballot Questions. Resolution #130 addresses Pitkin County Ballot Question 1-A, while Resolution #131 addresses Pitkin County Ballot Question 1-C. The resolutions are attached. RECOMMENDATION: Staff has no recommendations regarding these resolutions. Formal support of or opposition to a State or County ballot question is within the absolute discretion of the City Council. 217 RESOLUTION #131 (Series of 2024) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, IN SUPPORT OFPITKIN COUNTY BALLOT MEASURE 1C, PITKIN COUNTY BOARD OF COUNTY COMMISSIONER’S REFERRED HOME RULE CHARTER AMENDMENT, REAFFIRMING PITKIN COUNTY COMMISSIONER EXISTING AUTHORITY AT THE ASPEN PITKIN COUNTY AIRPORT THAT WILL APPEAR ON THE NOVEMBER 2024 GENERAL ELECTION BALLOT WHEREAS, Pitkin County ballot question 1C: BOCC Referred Home Rule Charter Amendment, will be on the November 5, 2024 ballot submitting to the registered electors of the County of Pitkin, State of Colorado as an amendment to Article II of the Pitkin County Home Rule Charter to reaffirm the Pitkin County Board of County Commissioner’s existing authority to approve and implement a physical layout and attendant regulatory plan for the Aspen-Pitkin County Airport, including the location and extent of runways, that meets local and federal regulations and requirements, notwithstanding any provision to the contrary in the Pitkin County Home Rule Charter; and WHEREAS, Pitkin County ballot measure 1C language further reaffirms and authorizes Pitkin County to improve safety, reduce air, noise and carbon pollution, decrease vehicle traffic to and from the Aspen-Pitkin County airport, as well as update infrastructure and manage growth consistent with community values; and WHEREAS Pitkin County ballot measure 1C will allow Pitkin County Board of County Commissioners to take all necessary actions to secure and maintain federal funding for such improvements in accordance with the provisions of Board of County Commissioner Resolution No. 080-2024; and WHEREAS, the Federal Aviation Administration has stated the Aspen-Pitkin County airport must standardize with similar airports and allow aircraft with wingspan up to 118 feet, therefore the runway/taxiway separation should be widened by 80 feet from 320 feet to 400 feet; and WHEREAS, City of Aspen support for Pitkin County ballot measure 1C is important in ensuring and maintaining the proper authority, Pitkin County Board of County Commissioners, 218 will secure federal funding for climate-oriented infrastructure, flexibility on gate design, and prioritizing safety as well as runway reconstruction for our residents and visitors; and WHEREAS, the City of Aspen joins the Pitkin County Commissioners and the Aspen Chamber Resort Association in support with a “yes” on Pitkin County ballot measure 1C to reaffirm Pitkin County’s authority at the Aspen-Pitkin County Airport; and WHEREAS, support for Pitkin County ballot measure 1C is a necessary safeguard to ensure local control over the future operations and management of the Aspen-Pitkin County Airport and ensure national safety standards and future infrastructure needs are met; and NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Aspen declares its support for Pitkin County ballot question 1C:BOCC Referred Home Rule Charter Amendment and for the reasons set forth in this Resolution urges a YES vote on the election to be held November 5, 2024. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 8 th day of October 2024. ____________________________________ Torre ,Mayor I , Nicole Henning,duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of Aspen, Colorado ,at a meeting held October 8, 2024. ____________________________________ Nicole Henning, City Clerk 219 i�.1AIA Document GSOt-2017 Amendment to the Professional Services Agreement PROJECT: (name and address) AGREEMENT INFORMATION: Aspen Lumberyard Date: July 27, 2021 As described in Exhibit B City of Aspen Request for Proposals 2021-150 OWNER: (name and address) City of Aspen 130 South Galena Street Aspen, CO 81611 ARCHITECT: (name and address) CTA, Inc., dba Cushing Terrell 1700 Broadway, Suite 1200 Denver, CO 80290 AMENDMENT INFORMATION: Amendment Number: 09 Date: Sep 17, 2024 The Owner and Architect amend the Agreement as follows: Provide additional design services to include: 9A Access and Infrastructure Design: Construction documentation of selected sound wall, snow fence, Sage Way revisions, CDoT,and added Electric Infrastructure scope - see Exhibit 9A 9B Additional Environmental Consulting- see Exhibit 9B 9C Phase 0: Abatement, Deconstruction, and Demolition - Construction Administration (Part 8 Service, Partial): Cushing Terrell and sub consultants will provides Architectural and Engineering Construction Administration Services for the duration of Phase O construction activities. - see Exhibit 9C 9D Phase 0: Site Grading and Public Infrastructure - Bidding and Negotiation (Part 8 Service, Partial): Supporting both the competitive bidding process, as well as the negotiated GMP portion of the contract. - see Exhibit 9D The Architect's compensation and schedule shall be adjusted as follows: Compensation Adjustment: Add to Article 11.2: Additional Service: 9A Access and Infrastructure Design: - reimbursable expenses and labor (hourly) not to exceed $127,074.00 9B Additional Environmental Consulting - reimbursable expenses and labor (hourly) not to exceed $24,306.00 9C Phase 0: Abatement, Deconstruction, and Demolition - Construction Administration (Part 8 Service, Partial) - reimbursable expenses and labor (hourly) not to exceed $90,252.00 9D Phase 0: Site Grading and Public Infrastructure - Bidding and Negotiation (Part 8 Service, Partial) - reimbursable expenses and labor (hourly) not to exceed $163,867.00 Net Total for all parts: $405,499.00 Schedule Adjustment: To be coordinated between Owner and Architect based on overall project schedule Original Contract Amount Previous Change Order(s) Change Order #9 Amount Update Contract Total S695, 728.00 $2,817,376.00 $405,499.00 $3,918,603.00 AIA Document G802 - 2017. Copyright© 2000, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA, - the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced al 15:46:35 ET on 1 09/16/2024 under Order No.3104239063 which expires on 02/10/2025, is no! for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents& Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA52) Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 125220 SIGNATURES: La ura Dough erty, Assoc ia te Princ ipa l PRINTED NAME AND TITLE o%/1 ~ I 1/0?!f City o f Aspe n, CO OWNER (Firm n a m e) SIGNATURE Sara Ott, City Manag e r PRINTED NAME AND TITLE DATE AIA Document G802 -2017. Copyright© 2000. 2007 and 2017. All rights reserved. "The American Insti tute of Architects," "Ame rican Institute of Architects .'' "AIA." the AIA Logo, and "A IA Contract Documents· are trademarks of The American Institute of Architects. This document was produced at 15:46:35 ET on 2 09/16/2024 under Order No.3 104239063 wh ich expires on 02/10/2025, is not for resale, is licensed for one-time use only, a nd may only be used in accordance with t he A IA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA52) Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 126221 cushingterrell.com September 17, 2024 Chris Everson Affordable Housing Development Senior Project Manager City of Aspen, Capital Asset Department 427 Rio Grande Place Aspen, CO 81611 chris.everson@aspen.gov Re: Additional Professional Design Services for The Aspen Lumberyard Affordable Housing Project Dear Chris, CTA Inc. (dba Cushing Terrell) is pleased to provide this architectural and engineering services proposal for the ongoing and additional design services for the Aspen Lumberyard Affordable Housing Project located in Aspen, CO. We are excited and pleased at the opportunity to work with you on this project. The attached proposal provides a description of Cushing Terrell’s understanding of the project scope and discusses the scope of services Cushing Terrell will provide related to additional Phase 0 and Environmental scope. It also lists our proposed team, which accounts for the disciplines and expertise required for a project of this nature. Please review the proposed services and fees in the attached G802 amendment to our Agreement. Do not hesitate to call or email if you have any questions about the content therein. Thank you for this opportunity. Sincerely, CUSHING TERRELL Laura Dougherty, AIA Associate Principal, Project Manager cc: Cushing Terrell File – ASPEN_LMBRYD Attachments: AIA Document G802 CO#9 Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 127222 cushingterrell.com Exhibit 9A Additional Services to Amendment 7 Access and Infrastructure Design – Construction Documentation of Selected Sound Wall, Snow Fence, Sage Way Revisions, Added CDoT, and Electric Infrastructure Scope Following on the efforts approved in a previous change order (7) for continuing to explore options related to trail alignments, sound wall studies and carport treatments, Cushing Terrell and sub consultants will provide Architectural and Engineering Services for developing detailed construction documents for design elements developed after Ordinance 10 (snow fencing, sound wall and the speed table at Sage Way closure/Woodward Lane). It includes construction documentation of additional scope for landscape design and permanent irrigation for Parcels 1D (fronting 82 at Building 1), 5 (detention at site entry) and a portion of 3 (along Annie Mitchell trail extension). Additional construction documentation for the lengthened deceleration lanes in conjunction with added coordination with Owner’s consultants to expand scope for the initial area for inclusion. Furthermore, Aspen Electric Department requested the electric infrastructure shall incorporate Holy Cross Energy alongside with City Electric system. Redesign of circuiting run and associated components will be required. This scope of work includes Project Management of the design team, Civil Engineering, Landscape Architecture, and Structural Engineering. This effort includes additional coordination/review meetings with City Parks Department. Additional review meetings with Pitkin County related to additional scope related to the AABC Trail bike and pedestrian routes at the closure of Sage Way to include design of speed table and roadway markings and associated regrading of roads and bike trail (further expansion beyond this intersection is not anticipated and would require additional services). SCOPE OF SERVICES Cushing Terrell will continue to manage this project from our Denver office. Our professional team will continue to be the following key team members: Cushing Terrell Project Manager: Laura Dougherty, AIA Director of Affordable Housing: Randy Rhoads, AIA Electrical Engineering: Patrick Moranville, PE Consultants Civil Engineering: Roaring Fork Engineering, Richard Goulding, PE Landscape Architect: Connect One Design, Gyles Thornely Structural Engineering: SA Miro, David Lewis, PE Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 128223 3 cushingterrell.com Coordination with Owner’s Consultants will be provided: Subsurface Utility Engineering/Potholing: Horrocks Engineers Geotechnical Engineering: Kumar and Associates Environmental Compliance: ERO Surveyor: True North COMPENSATION Compensation for labor (hourly) and expenses shall not to exceed $127,074. Of the $127,074 requested we have completed $102,514.50* of these services. $24,559.50 remains to be performed. We propose increasing the current limit for Infrastructure Design from $645,500 to $772,574. *As accrued through August invoicing. Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 129224 4 cushingterrell.com Exhibit 9BAdditional Environmental Consulting SCOPE OF WORK Cushing Terrell’s sub consultant Slosky and Company, Inc. will continue to support the materials testing and subsurface investigation process. Task 2B: Review RFQs/RFPs received (Materials testing). Task 2C: Review Materials testing report. Task 3A: Technical scope of work for subsurface investigation. Task 3B: RFQ/RFP support (Surface investigation, assistance with remediation and oversight specification/scope). Task 3D: Review subsurface investigation reports. The consultant will provide technical support for the tasks listed above, respond to technical questions, and assist in the resolution of comments. The consultant and a Cushing Terrell representative will attend weekly meetings (as requested). Additional scope for the construction phase support of abatement and remediation efforts will be proposed at the conclusion of the testing and reporting phase. SCOPE OF SERVICES Cushing Terrell will continue to manage this project from our Denver office. Our professional team will continue to be the following key team members: Cushing Terrell Project Manager: Laura Dougherty, AIA Director of Affordable Housing: Randy Rhoads, AIA Consultants Environmental: Slosky and Company, Inc, Leonard Slosky COMPENSATION Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 130225 5 cushingterrell.com Compensation for labor (hourly) and expenses shall not to exceed $24,306, increasing the current limit of Air Quality Review and Environmental Consulting from $50,500 to $74,806. Of the $24,306 requested we have completed approximately $20,152* of these services. $4,154 remains to be performed. *As accrued through July invoice. Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 131226 6 cushingterrell.com Exhibit 9C Phase 0: Abatement, Deconstruction, and Demolition – Construction Administration (Part 8 Services, Partial) Following on the completion of Construction/Permit Documents for Phase 0, Cushing Terrell and sub consultants will provide Architectural and Engineering Construction Administration Services for the duration of Phase 0 Abatement, Deconstruction and Demolition construction activities. This scope of work includes responding to contractor’s request for information, review shop drawings and submittals related to the scope of work, participate weekly construction progress OAC meetings, and review Certificates for Payment in accordance with contract documents. Modification as the result of Contractor Value Engineering, Contractor or Owner design changes, or Unforeseen conditions, shall be considered an additional service and will be provided as a separate proposal for approval. Record drawings and/or as-built drawings are excluded but can be provided upon approval on a negotiated fee. Full time or SWPP inspections are excluded. Cushing Terrell and sub consultants will coordinate closeout and warranty procedure with GC upon completion of demolition work as additional Part 9 Services. We assume 3 months construction demolition as Part 8 Services duration. SCOPE OF SERVICES Cushing Terrell will continue to manage this project from our Denver office. Our professional team will continue to be the following key team members: Cushing Terrell Project Manager: Laura Dougherty, AIA Director of Affordable Housing: Randy Rhoads, AIA Electrical Engineer: Patrick Moranville, PE Consultants Civil Engineering: Roaring Fork Engineering, Danny Stewart, PE Landscape Architect: Connect One Design, Gyles Thornely Structural Engineering: SA Miro, David Lewis, PE COMPENSATION Compensation for labor (hourly) shall not to exceed $82,047. Reimbursable expenses are estimated at 10% or $8,205 for a total of not to exceed $90,252. Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 132227 7 cushingterrell.com Exhibit 9D Phase 0: Deconstruction, Demolition, Site Grading & Public Infrastructure – Bidding and Negotiation (Part 8 Services, Partial) Following on the completion of Construction/Permit Documents for Phase 0, Cushing Terrell and sub consultants will provide support during Bidding and Negotiation phase. This scope of work includes supporting both the competitive bidding process, as well as the negotiated GMP portion of the contract. Anticipated services include participating in the prebid conference, responding to RFIs, reviewing substitution requests, preparing addendums as needed. For the negotiated GMP SOW, services could include participating in weekly OAC meetings, participating in reasonable value engineering and evaluating alternatives. We anticipate a 5-month duration commencing in August in support of the RFP. SCOPE OF SERVICES Cushing Terrell will continue to manage this project from our Denver office. Our professional team will continue to be the following key team members: Cushing Terrell Project Manager: Laura Dougherty, AIA Director of Affordable Housing: Randy Rhoads, AIA Consultants Civil Engineering: Roaring Fork Engineering, Danny Stewart, PE Landscape Architect: Connect One Design, Christine Shine Structural Engineering: SA Miro, Chad Mitchell, PE Traffic Engineer: Fehr & Peers, Charles Alexander, PE, AICP COMPENSATION Compensation for labor (hourly) shall not to exceed $148,970. Reimbursable expenses are estimated at 10% or $14,897 for a total of not to exceed $163,867. Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0 133228 Exhibit 9AAccess and Infrastructure Design Proposed Additional ServiceRate Hours Fee Rate Hours Fee Rate Hours Fee Rate Hours FeeSage Way speed table design and construction documentation 30 $6,750.00 8 $2,104.00 70 $17,500.00Permanent irrigation for Parcel 1D, 3, and 5 26 $5,850.00 4 $1,052.00Full Landscaping for Parcel 1D and 5, and Partial landscaping for Parcel 3 24 $5,400.00 8 $2,104.00 $0.00Sound wall construction documentation 26 $5,850.00 12 $3,156.00 $0.00 50 $12,750.00Snow fence construction documentation 22 $4,950.00 8 $2,104.00 22 $5,610.00Added CDoT Scope$0.00 8 $2,104.00 84 $21,000.00Added Electric Infrastructure Scope 4 $900.00 30 $7,890.00 80 $20,000.00Landscape Architecture$225.00 132$29,700.00PM/Project Integration$263.00 78$20,514.00Civil Engineering$250.00 234$58,500.00Structural Engineering$255.00 72$18,360.00Total Add ServiceDescriptionC1D CT RFE S.A. MiroLandscape Architecture$29,700.00 $26,730.00 $2,970.00PM/Project Integration$20,514.00 $15,385.50 $5,128.50Civil Engineering$58,500.00 $43,875.00 $14,625.00Structural Engineering$18,360.00$16,524.00 $1,836.00$127,074.00$24,559.50$255.00Summary$127,074.00Item DescriptionC1D CT RFE S.A. MiroProposed Additional ServiceBreakdown$225.00 $263.00 $250.00ItemFeeJTD EffortJTD BalanceCost TrackerTotal$102,514.50Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0134229 Exhibit 9BEnvironmental ConsultingRate Hours Fee Rate Hours FeeTask 2B: Review RFQs/RFPs received (Materials testing). 4 $864.00 2 $526.00Task 2C: Review Materials testing report. 8 $1,728.00 4 $1,052.00Task 3A: Technical scope of work for subsurface investigation. 36 $7,776.00 12 $3,156.00Task 3B: RFQ/RFP support (Surface investigation). 4 $864.00 2 $526.00Task 3C: Review RFPs/RFPs received (Subsurface investigation). 0 $0.00 0 $0.00Task 3D: Review subsurface investigation reports. 24 $5,184.00 10 $2,630.00Task 3E: Review Draft and Final Remediation Reports 0 $0.00 0 $0.00Environmental Consulting$216.00 76$16,416.00PM/Project Integration$263.00 30$7,890.00Total Add ServiceSlosky CT$16,416.00 $15,677.20 $738.80$7,890.00 $4,474.60 $3,415.40Task 2B - Review RFQs/RFPs received (Materials testing). $1,390.00 $484.80 $121.20 $784.00Task 2C - Review Materials testing report. $2,780.00 $1,633.60 $408.40 $738.00Task 3A - Technical scope of work for subsurface investigation. $10,932.00 $6,774.20 $3,156.00 $1,001.80Task 3B - RFQ/RFP support (Surface investigation). $1,390.00 $442.60 $526.00 $421.40Task 3C - Review RFPs/RFPs received (Subsurface investigation). $0.00 $0.00 $0.00 $0.00Task 3D - Review subsurface investigation reports. $7,814.00 $6,342.00 $263.00 $1,209.00Task 3E: Review Draft and Final Remediation Reports $0.00 $0.00 $0.00 $0.00$24,306.00$4,154.20Item DescriptionLeonard SloskyCTProposed Additional ServiceBreakdown$216.00 $263.00Summary$24,306.00Cost TrackerEnvironmental ConsultingPM/Project IntegrationTotal$20,151.80Item Description FeeJTD EffortJTD BalanceDocusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0135230 (add/edit/delete as needed)Principal Senior Manager Associate Admin. Principal Senior Manager Associate Admin.Architect CT 40.0 40.0 80.0 100.0 48.0 48.0 60.0 60.0Landscape Arch. Connect 1 Design (C1D) 8.0 16.0 16.0 48.0 80.0 48.0Civil Eng. RFE 24.0 42.0 42.0 48.0 80.0 80.0Traffic Eng. Fehr & Peers - CA 6.0 12.0 2.0Structural Eng. S.A. Miro 3.0 6.0 4.0 24.0 36.0MEP Eng. CT 6.0 6.0 24.0 24.0Other5 0Total 75.0 104.0 128.0 122.0 0.0 154.0 244.0 166.0 168.0 0.0Total Per Each Contract PartGrand Total 1161.0Company NameEstimated Hours429.0Part 8: Bidding and Negotiation (5 months)732.0Part 8: Construction Administration- Demo/Deconstruction (3 months)Exhibit 9C Exhibit 9D Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0136231 (add/edit/delete as needed)Principal Senior Manager Associate Admin. Principal Senior Manager Associate Admin.Architect CT $11,200 $10,640 $14,480 $12,000 $0 $13,440 $12,768 $10,860 $7,200 $0Landscape Arch. Connect 1 Design (C1D) $2,000 $3,680 $0 $2,640 $0 $12,000 $18,400 $0 $7,920 $0Civil Eng. RFE $5,832 $8,610 $6,678 $0 $0 $11,664 $16,400 $12,720 $0 $0Traffic Eng. Fehr & Peers - CA $0 $0 $0 $0 $0 $1,620 $1,920 $290 $0 $0 Structural Eng. S.A. Miro $765 $0 $1,170 $0 $0 $1,020 $0 $4,680 $6,660 $0 MEP Eng. CT $0 $1,320 $0 $1,032 $0 $0 $5,280 $0 $4,128 $0Other5 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total $19,797 $24,250 $22,328 $15,672 $0 $39,744 $54,768 $28,550 $25,908 $0Subtotal Each Contract PartAssume 10% ReimbursablesTotal Per Each Contract PartGrand Total $254,119Company NameEstimated Fees$14,897$163,867$148,970Exhibit 9DPart 8: Construction Administration- Demo/Deconstruction (3 months)$82,047$8,205$90,252Part 8: Bidding and Negotiation (5 months)Exhibit 9CDocusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0137232 Fee Summary: Revised 9-16-2024Part 7 CDs: Phase 0 Scope Addition - Exhibit 9AAug-24$127,074Continued Environmental Support - Exhibit 9Bcompl$24,306Part 8 CA: Phase 0 Abatement & Demolition - Exhibit 9CAug-24$90,252Part 8 Bidding: Phase 0 - Exhibit 9DAug-24$163,867Subtotal$405,499Docusign Envelope ID: 8AF7FFCC-5999-494F-ADE1-B103932313B0138233