HomeMy WebLinkAbout2024-42 A Resolution Approving a Grant Agreement between the Town of Vail and Colorado Department of Transportation for Design Work Related to Expansion of the Vail Transportation Center1
RESOLUTION NO. 41
Series of 2024
A RESOLUTION APPROVING A GRANT AGREEMENT BETWEEN THE TOWN
OF VAIL AND THE COLORADO DEPARTMENT OF TRANSPORTATION FOR
DESIGN WORK RELATED TO EXPANSION OF THE VAIL TRANSPORTATION
CENTER
WHEREAS, the Town and the Colorado Department of Transportation wish to
enter into a agreement, in the form attached hereto as Exhibit A and incorporated
herein by this reference (the “Grant Agreement”), to disburse Multi-Modal Option
Program Funds to enable the Town to complete certain design work related to the
expansion of the Vail Transportation Center.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the Grant Agreement in
substantially the same form as attached hereto as Exhibit A,and in a form
approved by the Town Attorney, and authorizes the Town Manager to execute the
Agreement on behalf of the Town
Section 2. This Resolution shall take effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town of
Vail Town Council held this 17th day of September 2024.
_________________________
Travis Coggin, Mayor
ATTEST:
_____________________________
Stephanie Kauffman, Town Clerk
Contract Number: 25-HTR-ZL-00036/ 491003710
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STATE OF COLORADO GRANT AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number/PO Number
25-HTR-ZL-00036/ 491003710
Grantee
TOWN OF VAIL
Agreement Performance Beginning Date
The Effective Date
Initial Agreement Expiration Date
December 31, 2026 Grant Agreement Amount
STATE MMOF Funds Maximum Amount Fund Expenditure End Date
December 31, 2026
Total for all State Fiscal Years
$750,000.00
$750,000.00
Agreement Authority
Authority to enter into this Agreement exists in
CRS §§43-1-106, 43-1-110, 43-1-117, 43-2-
101(4)(c), 43-4-811(2), SB18-001, SB17-228 and
SB17-267.
Agreement Purpose
The purpose of this Grant is for CDOT to disburse Multi-Modal Option Program Funds (MMOF-State) to
Grantee to conduct work within the provisions of this Grant.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A, Statement of Work and Budget.
2. Exhibit B, Sample Option Letter.
3. Exhibit C, Title VI-Civil Rights.
In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such
conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:
1. Exhibit C, Title VI-Civil Rights.
2. Colorado Special Provisions in §17 of the main body of this Agreement.
3. The provisions of the other sections of the main body of this Agreement.
4. Exhibit A, Statement of Work and Budget.
5. Executed Option Letters (if any).
Principal Representatives
For the State:
Erin Kelican
Division of Transit and Rail
2829 W. Howard Place
Denver, CO 80204
Erin.kelican@state.co.us
For Grantee:
Chris Southwick
Town of Vail
75 South Frontage Road
Vail, CO 81657-5096
csouthwick@vailgov.com
Contract Number: 25-HTR-ZL-00036/ 491003710
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this
Agreement and to bind the Party authorizing such signature.
GRANTEE
TOWN OF VAIL
By:_______________________
Russell Forrest, Town Manager
Date: _________________________
GRANTEE
TOWN OF VAIL
By:_______________________
Stephanie Bibbens, Town Clerk
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By:_______________________
Keith Stefanik, P.E., Chief Engineer
Date: _________________________
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
___________________________________________
By: Department of Transportation
Effective Date:_____________________
Contract Number: 25-HTR-ZL-00036/ 491003710
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TABLE OF CONTENTS
1. PARTIES.................................................................................................................................................3
2. TERM AND EFFECTIVE DATE .......................................................................................................... 3
3. DEFINITIONS ........................................................................................................................................ 4
4. STATEMENT OF WORK ...................................................................................................................... 6
5. PAYMENTS TO GRANTEE ................................................................................................................. 6
6. REPORTING - NOTIFICATION ........................................................................................................... 7
7. GRANTEE RECORDS ........................................................................................................................... 8
8. CONFIDENTIAL INFORMATION - STATE RECORDS .................................................................... 9
9. CONFLICTS OF INTEREST ............................................................................................................... 10
10. INSURANCE ........................................................................................................................................ 10
11. BREACH OF AGREEMENT ............................................................................................................... 12
12. REMEDIES ........................................................................................................................................... 12
13. DISPUTE RESOLUTION .................................................................................................................... 13
14. NOTICES and REPRESENTATIVES .................................................................................................. 13
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ...................................................... 14
16. GENERAL PROVISIONS .................................................................................................................... 14
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ..................................... 16
1. PARTIES
This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the
Grantee State agency named on the Cover Page
for this Agreement (the ). Grantee and the State agree to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be
expended by the Fund Expenditure End Date shown on the Cover Page for this Agreement. The State shall
not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to
pay Grantee for any Work performed or expense incurred before the Effective Date, except as described in
§5.D, or after the Fund Expenditure End Date. If the Work will be performed in multiple phases, the period
of performance start and end date of each phase is detailed under the Project Schedule in Exhibit A.
B. Initial Term
Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement
or further extended in accordance with the terms of this Agreement.
C. Extension Terms -
The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the
Initial Term for a period, or for successive periods, of one year or less at the same rates and under the same
terms specifie
the State shall provide written notice to Grantee in a form substantially equivalent to Sample Option Letter
attached to this Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at
its discretion, upon written notice to Grantee in a form substantially equivalent to the Sample Option Letter
attached to this Agreement, may unilaterally extend such Initial Term or Extension Term for a period not to
available or not. The provisions of this Agreement 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 Agreement or modification extending the total term of this Agreement.
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E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as determined
by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the
State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this
Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for
convenience. This subsection shall not apply to a termination of this Agreement by the State for Breach of
Agreement by Grantee, which shall be governed by §12.A.i.
i. Method and Content
The State shall notify Grantee of such termination in accordance with §14. The notice shall specify the
effective date of the termination and whether it affects all or a portion of this Agreement, and shall
include, to the extent practicable, the public interest justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Grantee shall be subject to the
rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Grantee an amount equal
to the percentage of the total reimbursement payable under this Agreement that corresponds to the
percentage of Work satisfactorily completed and accepted, as determined by the State, less payments
previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State,
the State may reimburse Grantee for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Grantee which are directly attributable to the uncompleted
the Grant Maximum Amount payable to Grantee hereunder.
F.
Grantee may request termination of this Grant by sending notice to the State, which includes the reasons for
the termination and the effective date of the termination. If this Grant is terminated in this manner, then
Grantee shall return any advanced payments made for work that will not be performed prior to the effective
date of the termination.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. Agreement
reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. Breach of Agreement means the failure of a Party to perform any of its obligations in accordance with
this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under
any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a
receiver or similar officer for Grantee 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. If Grantee is debarred or
suspended under §24-109-105, C.R.S., at any time during the term of this Agreement, then such debarment
or suspension shall constitute a breach.
C. Budget
D. Business Day -11-101(1),
C.R.S.
E. CORA -72-200.1, et seq., C.R.S.
F. Deliverable
Grantee.
G. Effective Date e date on which this Agreement is approved and signed by the Colorado State
Controller or designee, as shown on the Signature Page for this Agreement.
H. End of Term Extension §2.D.
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I. Exhibits attachments included with this Agreement as shown on the Cover Page
for this Agreement.
J.Extension Term §2.C.
K. Goods
Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection
with the Services.
L. Grant Funds
available for payment by the State under this Agreement.
M. Grant Maximum Amount
N. Incident
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 Records 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
or consent.
O. Initial Term §2.B.
P. Matching Funds by Grantee as a match required to receive the
Grant Funds.
Q. Party
R. PII
but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24-
73-101, C.R.S.
S. Services
any services to be rendered by Grantee in connection with the Goods.
T. State Confidential Information
State Confidential Information shall include, but is not limited to PII, and State personnel records not subject
to disclosure under CORA. State Confidential Information shall not include information or data concerning
individuals that is not deemed confidential but nevertheless belongs to the State, which has been
communicated, furnished, or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to
CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or
subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv)
is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such
information; or (v) was independently developed without reliance on any State Confidential Information.
U. State Fiscal Rules rules promulgated by the Colorado State Controller pursuant to §24-
30-202(13)(a), C.R.S.
V. State Fiscal Year
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.
W. State Records
X. Subcontractor aid in performance of the Work.
-grantees of Grant Funds.
Y. Work
Z. Work Product er 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, information, and
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Effective Date that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined elsewhere in this Agreement or in an Exhibit shall be
construed and interpreted as defined in that section.
4. STATEMENT OF WORK
Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit
A. The State shall have no liability to compensate Grantee for the delivery of any goods or the performance of
any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO GRANTEE
A. Grant Maximum Amount
Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay
Grantee any amount under this Agreement that exceeds the Grant Maximum Amount for that State Fiscal
Year MMOF .
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Grantee in the amounts and in accordance with the conditions set forth in Exhibit
A.
b. Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by
the State.
c. Any advance payment allowed under this Agreement, shall comply with State Fiscal Rules and be
made in accordance with the provisions of this Agreement and its Exhibits. Eligibility and
submission for advance payment is subject to State approval and must include approved
documentation in the form and manner set forth and approved by the State.
d. t of that invoice, so long
as the amount invoiced correctly represents Work completed by Grantee and previously accepted
by the State during the term that the invoice covers. If the State determines that the amount of any
invoice is not correct, then Grantee shall make all changes necessary to correct that invoice.
e. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables
provided under this Agreement.
ii. Interest
Amounts not paid by the State within 45 days of t
on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24-30-
202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts
that the State disputes in writing. Grantee shall invoice the State separately for accrued interest on
to be paid and the interest rate.
iii. Payment Disputes
If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the
payment or notification of the determination or calculation of the payment by the State. The State will
review the information presented by Grantee and may make changes to its determination based on this
review. The calculation, determination or payment amount that results from the Stat
be subject to additional dispute under this subsection. No payment subject to a dispute under this
subsection shall be due until after the State has concluded its review, and the State shall not pay any
interest on any amount during the period it is subject to dispute under this subsection.
iv. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the current State Fiscal
Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and
continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special
Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant
Contract Number: 25-HTR-ZL-00036/ 491003710
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-State funding continuing
to be made available for payment. Payments to be made pursuant to this Agreement shall be made only
of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become
unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in
whole or in part, without incurring further liability. The State shall, however, remain obligated to pay
for Services and Goods that are delivered and accepted prior to the effective date of notice of termination,
and this termination shall otherwise be treated as if this Agreement were terminated in the public interest
as described in §2.E.
C. Matching Funds
Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have raised the full
amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of
y all or any part of any Matching Funds, whether direct
or contingent, only extends to funds duly and lawfully appropriated for the purposes of this Agreement by
antee
Exhibit A has been legally
appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury
or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments
in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Grantee. If
Grantee is a public entity, Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes
.
D. Reimbursement of Grantee Costs
i. Any costs incurred by Grantee prior to the Effective Date shall not be reimbursed.
ii. The State
on the Cover Page of this Agreement and on Exhibit A for all allowable costs described in this
Agreement and shown in Exhibit A, except that Grantee may adjust the amounts between each line item
of Exhibit A without formal modification to this Agreement as long as the Grantee provides notice to
the State of the change, the change does not modify the Grant Maximum Amount of this Agreement or
the Grant Maximum Amount for any State Fiscal Year, and the change does not modify any requirements
of the Work.
iii. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if
those costs are:
a. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and
b. Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by
Grantee that reduce the cost actually incurred.)
iv. penditure End Date shown on the Signature and
Cover Page for this Agreement, or after any phase performance period end date for a respective phase
of the Work, shall not be reimbursable. Grantee shall initiate any payment request by submitting invoices
to the State in the form and manner set forth and approved by the State.
E. Close-Out
Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Cover
Page for this Agreement. To complete close-out, Grantee shall submit to the State all Deliverables (including
will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the
State as substantially complete.
6. REPORTING - NOTIFICATION
A. Quarterly Reports
In addition to any reports required pursuant to any other Exhibit, for any Agreement having a term longer
than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for
each specified performance measure and standard in this Agreement. Such progress report shall be in
accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted
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to the State not later than five Business Days following the end of each calendar quarter or at such time as
otherwise specified by the State.
B. Litigation Reporting
If Grantee is served with a pleading or other document in connection with an action before a court or other
administrative decision making body, and such pleading or document relates to this Agreement or may affect
Representative identified on the Cover Page for this Agreement.
C. Performance and Final Status
Grantee shall submit all financial, performance and other reports to the State no later than 45 calendar days
after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised
obligations hereunder.
D. Violations Reporting
Grantee shall disclose, in a timely manner, in writing to the State, all violations of State criminal law
involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State may impose
any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include,
without limitation, suspension or debarment.
7. GRANTEE RECORDS
A. Maintenance
Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of
all records, documents, communications, notes and other written materials, electronic media files, and
communications, pertaining in any manner to the Work and the delivery of Services (including, but not
ee
shall maintain such records for a period of three years following the date of submission to the State of the
final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission
of each quarterly or annual report,
audit related to this Award starts before expiration of the Record Retention Period, the Record Retention
Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by
the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit,
oversight or indirect costs, and the State, may notify Grantee in writing that the Record Retention Period
shall be extended. For records for real property and equipment, the Record Retention Period shall extend
three years following final disposition of such property.
B. Inspection
Grantee shall permit the State and any other duly authorized agent of the State to audit, inspect, examine,
excerpt, copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make
mutually agreed upon times or
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 and any other duly authorized ag
performance of its obligations under this Agreement using procedures as determined by the State. The State
shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time
during the term of this Agreement.
.
D. Final Audit Report
Grantee shall promptly submit to the State a copy
records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a
third party.
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8. CONFIDENTIAL INFORMATION - STATE RECORDS
A. Confidentiality
Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless
those State Records are publicly available. Grantee 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 Agreement, permitted by law or approved in writing by the State. Grantee shall
provide for the security of all State Confidential Information in accordance with all applicable laws, rules,
policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State
.
B. Other Entity Access and Nondisclosure Agreements
Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to
perform the Work, but shall restrict access to State Confidential Information to those agents, employees,
assigns and Subcontractors who require access to perform their obligations under this Agreement. Grantee
shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing
nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure
provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State
Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the State
upon execution of the nondisclosure provisions if requested by the State.
C. Use, Security, and Retention
Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable
laws and regulations only in facilities located within the United States, and shall maintain a secure
environment that ensures confidentiality of all State Confidential Information. Grantee shall provide the State
and monitoring
access and use of State Confidential Information and evaluating security control effectiveness. Upon the
expiration or termination of this Agreement, Grantee shall return State Records provided to Grantee or
destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is
prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants
it will guarantee the confidentiality of, and cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Grantee becomes aware of any Incident, Grantee 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 Grantee can establish that Grantee, and its agents, employees, and Subcontractors are not the
cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may
have been impacted by the Incident. After an Incident, Grantee 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 Grantee shall make
all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted
time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Grantee
shall reimburse the State for the reasonable costs thereof. The State may, in its sole discretion and at
xpense, require Grantee to engage the services of an independent, qualified, State-approved
third party to conduct a security audit. Grantee shall provide the State with the results of such audit and
o any negative findings.
E. Data Protection and Handling
Grantee shall ensure that all State Records and Work Product in the possession of Grantee or any
Subcontractors are protected and handled in accordance with the requirements of this Agreement, including
the requirements of any Exhibits hereto, at all times. As used in this section, the protections afforded Work
Product only apply to Work Product that requires confidential treatment.
F. Safeguarding PII
If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee 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.
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--73-103(1)(i), C.R.S., and shall maintain
security procedures and practices consistent with §§24-73-101, et seq., C.R.S.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Grantee 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 Grantee under this Agreement. Such a conflict of interest
tangible personal benefit to an employee of the State, or any member of his or her immediate family or his
or her partner, related to the award of, entry into or management or oversight of this Agreement.
B. Apparent Conflicts of Interest
Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall
be Grantee shall refrain from any
practices, activities or relationships that reasonably appear to be in conflict with the full performance of
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the
appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the
Failure to promptly submit a disclosure statement or to follow
actual or apparent conflict constitutes a breach of this Agreement.
D. Grantee acknowledges that all State employees are subject to the ethical principles described in §24-18-105,
C.R.S. Grantee further acknowledges that State employees may be subject to the requirements of
§24-18-105, C.R.S., with regard to this Agreement. For the avoidance of doubt, an actual or apparent conflict
of interest shall exist if Grantee employs or contracts with any State employee, any former State employee
th the State, or any immediate
family member of such current or former State employee. Grantee shall provide a disclosure statement as
described in §9.C. no later than ten days following entry into a contractual or employment relationship as
described in this section. Failure to timely submit a disclosure statement shall constitute a Breach of
Agreement. Grantee may also be subject to such penalties as are allowed by law.
10. INSURANCE
Grantee shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as
specified in this section at all times during the term of this Agreement. All insurance policies required by this
Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by
the State.
A.
all Grantee 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, 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.
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D. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax
Information, and CJI, and claims based on alleged violations of privacy rights through improper use or
disclosure of protected information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
E. 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.
F. 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.
G. 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 Grantee and
Subcontractors.
H. Primacy of Coverage
Coverage required of Grantee and each Subcontractor shall be primary over any insurance or self-insurance
program carried by Grantee or the State.
I. Cancellation
All 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 Grantee and Grantee
shall forward such notice to the State in accordance with §14
notice.
J. Subrogation Waiver
All insurance policies secured or maintained by Grantee or its Subcontractors in relation to this Agreement
shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise
against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and
volunteers.
K. Public Entities
If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-101,
et seq.
above, at all times during the term of this Agreement such liability insurance, by commercial policy or self-
insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the
meaning of the GIA, Grantee shall ensure that the Subcontractor maintain at all times during the terms of this
Grantee, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial
policy or self-.
L. Certificates
For each insurance plan provided by Grantee under this Agreement, Grantee shall provide to the State
Grantee shall provide to the State certificates evidencing Subcontractor insurance coverage required under
Effective Date, Grantee shall provide to the State certificates showing Subcontractor insurance coverage
r
deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the
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term of this Agreement, upon request by the State, Grantee shall, within seven Business Days following the
request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions
of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach of Agreement
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 §12 for that Party.
Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide
notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any
other remedy in this Agreement in order to protect the public interest of the State; or if Grantee 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 Agreement in whole or in part or institute any other remedy in this Agreement as of
the date that the debarment or suspension takes effect.
12. REMEDIES
A. es
If Grantee is in breach under any provision of this Agreement and fails to cure such breach, the State,
following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in
addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the
remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach of Agreement
this entire Agreement or any part of
this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if
any.
a. Obligations and Rights
To the extent specified in any termination notice, Grantee shall not incur further obligations or
render further performance past the effective date of such notice, and shall terminate outstanding
orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State
all Work not cancelled by the termination notice, and may incur obligations as necessary to do so
termination, Grantee shall take timely, reasonable and necessary action to protect and preserve
ssession at the time of any
termination. Grantee shall deliver all completed Work Product and all Work Product that was in the
.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Grantee for accepted Work
received as of the date of termination. If, after termination by the State, the State agrees that Grantee
treated as a termination in the public interest, and the rights and obligations of the Parties shall be
as if this Agreement had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for
any damages sustained by the State in connection with any breach by Grantee, and the State may
the exact amount of damages due to the State from Grantee is determined. The State may withhold
any amount that may be due Grantee as the State deems necessary to protect the State against loss
including, without limitation, loss as a result of outstanding liens and excess costs incurred by the
State in procuring from third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
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a. Suspend Performance
performance with respect to all or any portion of the Work pending corrective
action as specified by the State without entitling Grantee to an adjustment in price or cost or an
adjustment in the performance schedule. Grantee shall promptly cease performing Work and
incurred by Grantee after the suspension of performance.
b. Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c. Deny Payment
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
Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise
unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary
.
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, Grantee
shall, as approved by the State (i) secure that right to use such Work for the State and Grantee; (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 State.
B.
If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following
the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies available
at law and equity.
13. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement
which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior
departmental management staff member designated by the State and a senior manager designated by Grantee
for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Grantee shall
submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency
named on the Cover Page of this Agreement as described in §24-101-301(30), C.R.S., for resolution
following the same resolution of controversies process as described in §§24-106-109, and 24-109-101.1
through 24-109-
executive director of the Department of Personnel and Administration, or their delegate, in the same manner
as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated
in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time
limitations regardless of whether the Colorado Procurement Code applies to this Agreement.
14. NOTICES and REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the
principal representative of the designating Party. All notices required or permitted to be given under this
Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or
on the Cover Page for this
Agreement or (C) as an email with read receipt requested to the principal representative at the email address, if
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Page 14 of 26 Version 10/30/19
any, set forth on the Cover Page for this Agreement. 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
ative at the address set forth on the Cover Page for this Agreement. Either Party
may change its principal representative or principal representative contact information, or may designate specific
other individuals to receive certain types of notices in addition to or in lieu of a principal representative, by notice
submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise
provided in this Agreement, notices shall be effective upon delivery of the written notice.
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Whether or not Grantee is under contract with the State at the time, Grantee shall execute applications,
assignments, and other documents, and shall render all other reasonable assistance requested by the State, to
enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the
Work Product. The Parties intend the Work Product to be works made for hire. Grantee assigns to the State
and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law
or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product
and all works based on, derived from, or incorporating the Work Product.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, all State Records, 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 information provided by or on behalf of the State to Grantee are the exclusive
Work Product or State Materials to be used for any purpose other
obligations in this Agreement without the prior written consent of the State. Upon termination of this
Agreement for any reason, Grantee shall provide all Work Product and State Materials to the State in a form
and manner as directed by the State.
C. Exclusive Property of Grantee
Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or
licensed to Grantee including, but not limited to, all pre-existing software, licensed products, associated
source code, machine code, text images, audio and/or video, and third-party materials, delivered by Grantee
under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively,
Grantee Property shall be licensed to the State as set forth in this Agreement or a State
approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the
applicable third-party vendor, or (iii) in the case of open source software, the license terms set forth in the
applicable open source license agreement.
16. GENERAL PROVISIONS
A. Assignment
without the prior, written consent of the State. Any attempt at assignment or transfer without such consent
subject to the provisions of this Agreement.
B. Subcontracts
Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this
Agreement without providing notice to the State. The State may reject any such Subcontractor, and Grantee
shall terminate any subcontract that is rejected by the State and shall not allow any Subcontractor to perform
State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts
entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state
laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be
subject to all provisions of this Agreement.
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C. Binding Effect
Except as otherwise provided in §16.A., all provisions of this Agreement, including the benefits and burdens,
.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
.
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall not be used to
interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or
using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections,
exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed
to be an original, but all of which, taken together, shall constitute one and the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties related to the
Work, and all prior representations and understandings related to the Work, oral or written, are merged into
this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not
have any force or effect whatsoever, unless embodied herein.
H. Digital Signatures
If any signatory signs this Agreement using a digital signature in accordance with the Colorado State
Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under
the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system
through which that signatory signed shall be incorporated into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective
if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with
applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other
than Agreement amendments, shall conform to the policies issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority
shall be interpreted to refer to such authority then current, as may have been changed or amended since the
Effective Date of this Agreement.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in
incorporated into any click-through or online agreements related to the Work unless that provision is
specifically referenced in this Agreement.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided
that the Parties can continue to perform their obligations under this Agreement in accordance with the intent
of this Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this
Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other
Party.
N. 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
Contract Number: 25-HTR-ZL-00036/ 491003710
Page 16 of 26 Version 10/30/19
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 Grantee. Grantee shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to
have in place in connection with this Agreement.
O. Third Party Beneficiaries
s described in §16.A., this Agreement does not and is
not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement
of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or
benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not
create any rights for such third parties.
P. Waiver
er this Agreement, whether explicit
or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,
power, or privilege preclude any other or further exercise of such right, power, or privilege.
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and standards
required under §24-106-107, C.R.S., if any, are subject to public release through the CORA.
R. Standard and Manner of Performance
Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care,
.
S. Licenses, Permits, and Other Authorizations.
i. Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this
Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required
to perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
Subcontractor, all license, certifications, permits and other authorizations required to perform their
obligations in relation to this Agreement.
ii. Grantee, if a foreign corporation or other foreign entity transacting business in the State of Colorado,
shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at
its sole expense, a certificate of authority to transact business in the State of Colorado and designate a
registered agent in Colorado to accept service of process.
T. Federal Provisions
Grantee shall comply with all applicable requirements of Exhibit C at all times during the term of this
Agreement.
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If
this Agreement is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., then
designee..
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
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
statutes, §§24-30-1501, et seq., C.R.S. No term or condition of this Agreement shall be construed or
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Page 17 of 26 Version 10/30/19
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.
Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State.
Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or
understanding, except as expressly set forth herein. Grantee 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 Grantee or any of its agents or employees. Grantee
shall pay when due all applicable employment taxes and income taxes and local head taxes incurred
pursuant to this Agreement. Grantee 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.
Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this
Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the
City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires
injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio.
Nothing in this Agreement shall be construed as a waiver of any provision of §24-106-109, C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.
Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee
has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds.
If the State determines that Grantee is in violation of this provision, the State may exercise any remedy
available at law or in equity or under this Agreement, including, without limitation, immediate termination
of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of
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
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.
payments made to Grantee in error for any reason,
including, but not limited to, overpayments or improper payments, and unexpended or excess funds received
by Grantee by deduction from subsequent payments under this Agreement, deduction from any payment due
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under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate
method for collecting debts owed to the State.
K.PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory
services or fund management services, sponsored projects, intergovernmental agreements, or information
technology services or products and services] Grantee certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will perform work under this Agreement and will
confirm the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement, through participation in the E-Verify Program or the State verification
program established pursuant to §8-17.5-102(5)(c), C.R.S., Grantee shall not knowingly employ or contract
with an illegal alien to perform work under this Agreement or enter into a contract with a Subcontractor that
fails to certify to Grantee that the Subcontractor shall not knowingly employ or contract with an illegal alien
to perform work under this Agreement. Grantee (i) shall not use E-Verify Program or the program procedures
-
employment screening of job applicants while this Agreement is being performed, (ii) shall notify the
Subcontractor and the contracting State agency or institution of higher education within three days if Grantee
has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under
this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting
with the illegal alien within three days of receiving the notice, and (iv) shall comply with reasonable requests
made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado
Department of Labor and Employment. If Grantee participates in the Department program, Grantee shall
deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written,
notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall
comply with all of the other requirements of the Department program. If Grantee fails to comply with any
requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency, institution of
higher education or political subdivision may terminate this Agreement for breach and, if so terminated,
Grantee shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of
perjury that Grantee (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law,
(ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of
identification required by §24-76.5-103, C.R.S., prior to the Effective Date of this Agreement.
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Page 19 of 26 Version 10/30/19
EXHIBIT A, STATEMENT OF WORK AND BUDGET
Project Description 2022-MMOF-S: Intermodal/Mobility Hub Site Expansion Design
Project End Date December 31, 2026
Subrecipient Vail, Town of UEID # R17RS3JCQZ68
Contact Name Tom Kassmel Vendor # 2000003
Address 75 South Frontage Road
Vail, CO 81657-5096
Phone # (970) 479-2235
Email tkassmel@vailgov.com Indirect Rate N/A
WBS* 25809.10.30 ALI N/A
Total Project Budget $1,500,000.00
State MMOF Funds (at 50% or less) $750,000.00
Local Funds (at 50% or more) $750,000.00
Total Project Amount Encumbered via this Grant Agreement $750,000.00
A. Project Description
Town of Vail shall use 2022 MMOF funds, along with local matching funds, to complete the Intermodal/Mobility
Hub Site Expansion Design (Capital Facility D/E Services) project as more fully described below. The project will
support the goals of the Statewide Transit Plan.
Town of Vail will retain a qualified firm (contractor) to complete design, including environmental work, for the
expansion of the existing Vail Village Transit Center, to accommodate additional transit vehicle capacity, emerging
technologies, electric bus/vehicle charging, future autonomous vehicles, rider amenities, and allow for future
expansion for an AGS station. In accordance with Chapter III of FTA Circular 4702.1B, a Title VI equity analysis
will also be completed.
Project Address: 241 East Meadow Drive, Vail, CO
National Environmental Policy Act (NEPA):
Town of Vail must ensure that the environmental consequences of its transportation project have been adequately
considered and that required mitigation measures can be completed within the time frame and budget described in
this Grant Agreement. An environmental clearance is required before final design, right-of-way acquisition, and/or
construction funds are authorized. Town of Vail is working with CDOT and FTA on CatEX approval in order to
meet the environmental requirements. Among those requirements, Environmental Justice considerations should
be analyzed and documented, if applicable. For more information see Chapter 9.15 of the CDOT NEPA Manual,
found at: https://www.codot.gov/programs/environmental/nepa-program/nepa-manual.
Key Tasks/Deliverables:
Unless instructed otherwise herein, Town of Estes Park shall provide electronic copies of the following to the CDOT
Project Manager:
Title VI equity analysis
Preliminary design drawings/plans
NEPA Approval from FTA Region 8
Final design (construction) drawings/plans
B. Performance Standards
1. Project Milestones
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Page 20 of 26 Version 10/30/19
Milestone Description Original Estimated
Completion Date
Submit Procurement Concurrence Request (PCR) in COTRAMS for Project
Manager Approval 9/30/2024
Submit Procurement Authorization (PA) and solicitation docs in COTRAMS for
Project Manager Approval 10/31/2024
Submit Initial Reimbursement Request in COTRAMS 12/15/2024
Submit Initial Progress Report to Project Manager 12/15/2024
Take Delivery of (First) Project Deliverable(s) 9/30/2025
Take Delivery of and Accept All Project Deliverable(s) 9/30/2026
Submit Final Reimbursement Request in COTRAMS 10/31/2026
IMPORTANT NOTE: All milestones in this Statement of Work (except for the final reimbursement request) must
be completed no later than the expiration date of this Grant Agreement: December 31, 2026.
2. Performance will be reviewed throughout the duration of this Grant Agreement. Town of Vail
shall report to the CDOT Project Manager whenever one or more of the following occurs:
a. Budget or schedule changes;
b. Scheduled milestone or completion dates are not met;
c. Identification of problem areas and how the problems will be resolved; and/or
d. Expected impacts and the efforts to recover from delays.
3. Town of Vail will be responsible for performing and adhering to the following design
requirements:
a. Prepare and provide preliminary and final design (Construction Plans) including
drawings, plans, plats, descriptive or supportive material or special provisions and
and to achieve all required local and state approvals, including planning approvals as
required by the Local Authority Having Jurisdiction (LAHJ), adopted County or Town
Codes, and applicable federal and state requirements.
b. If applicable, conduct and complete a Title VI Equity Analysis comparing the impact on
minority and low-income persons of siting the facility at each potential location. Submit
the Equity Analysis to CDOT for review and approval.
c. Ensure all stages of design are in compliance with the requirements of the Americans
with Disabilities Act (ADA), FTA guidance, and any other federal, state, and/or local
laws, rules and/or regulations, as well as the
d. Upon reaching 30% design, work with CDOT and FTA (Region 8) on CatEX approval in
order to meet NEPA environmental requirements prior to finalizing design work.
e. Prepare special provisions and estimates in accordance with any specifications as
approved by CDOT.
f. Include details of any required detours in the Plans, in order to prevent any interference in
the construction work and to protect the traveling public.
g. Afford CDOT ample opportunity to review and comment on the Plans and make changes
to the Plans as directed by CDOT to comply with federal and state requirements.
Contract Number: 25-HTR-ZL-00036/ 491003710
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h. Ensure the Plans produced are stamped by Colorado Registered Professional Engineers
and Architects. Plans must be reviewed and approved in accordance with all Town or
LAHJ requirements and be permitted through the LAHJ.
i. Prepare final design construction plans in accordance with the requirements of the latest
editions of the American Association of State Highway Transportation Officials
(AASHTO) manual and the International Building Code, and as adopted by Town of
Vail, as applicable.
j. Maintain final assembly of Plans and contract documents for the purpose of bidding the
project for construction.
4. Progress Reports
a. Town of Vail shall submit to CDOT on a quarterly basis, or more frequently as requested
by CDOT, a report describing the progress and expenditures made regarding the Work.
Progress reports may include but are not limited to:
i. Description of project component(s) completed to date,
ii. Total project expenditures made to date,
iii. Total MMOF expenditures made to date, and/or
iv. Anticipated completion date of the remaining, incomplete project component(s).
b. Town of Vail shall submit progress reports via email to the CDOT Project Manager,
unless otherwise agreed to between them, as follows:
Brian Saller at brian.saller@state.co.us.
C. Project Budget
1. The Total MMOF Project Budget is $1,500,000.00. CDOT will pay no more than 50% of the
eligible, actual project costs, up to the maximum amount of $750,000.00. CDOT will retain any
remaining balance of the state share of MMOF Funds. Town of Vail shall be solely responsible for
all costs incurred in the project in excess of the amount paid by CDOT from MMOF Funds for the
state share of eligible, actual costs. For CDOT accounting purposes, the MMOF Funds of
$750,000.00 will be encumbered for this Grant Agreement.
2.
be allowed unless there is at the same time a refund or reduction of the state share of a
proportionate amount.
3.
together with the State MMOF Funds share, must be enough to ensure payment of the Total
Project Budget.
4. Per the terms of this Grant Agreement, CDOT shall have no obligation to provide state funds for
use on this project. CDOT will administer MMOF funds for this project under the terms of this
Grant Agreement, provided that the state share of MMOF funds to be administered by CDOT are
made available and remain available. Town of Vail shall initiate and prosecute to completion all
actions necessary to enable Town of Vail to provide its share of the Total Project Budget at or
prior to the time that such funds are needed to meet the Total Project Budget.
D. Procurement
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Procurement of the Capital Facility D/E Services will comply with state procurement procedures and the DTR
Quick Procurement Guide. In addition to the state requirements outlined below, state procedures for design must be
followed and will be outlined prior to procurement.
1. The first step in the procurement process will be to obtain an Independent Cost Estimate (ICE).
2. The second step will be to obtain a Procurement Concurrence Request (PCR) approval from the
CDOT Project Manager through COTRAMS.
3. The third step, and prior to entering into a purchasing agreement or contract with the selected
contractor, will be to obtain Purchase Authorization (PA) approval from the CDOT Project
Manager through COTRAMS. The request for PA approval must include a copy of the solicitation
documents. Per state guidelines, Town of Vail shall enter into a professional services contract with
an architect/engineer or construction design manager and should use an industry approved
the draft contract to ensure that the
terms and conditions of the contract meet the requirements set forth in this Statement of Work and
all federal and state requirements.
4. Town of Vail shall ensure, prior to the effective date of its contract with its chosen contractor that
(a) its contractor has secured all licenses, certifications, permits, and other authorizations required
to perform their obligations under such contract, and (b) shall ensure that all employees, agents,
and subcontractors secure and maintain at all times during the term of their employment, agency,
or subcontract, all licenses, certifications, permits, and other authorizations required to perform
their obligations in relation to any subcontracts, and (c) all contractors and subcontractors agree to
indemnify, save, and hold harmless CDOT, its employees, agents, and assignees (Indemnified
Parties), against any and all costs, expenses, claims, damages, liabilities, court awards, and other
incurred by any of the Indemnified Parties in
relation to any act or omission by such contractor or its employees, agents, subcontractors, or
assignees in connection with any contract or subcontract.
5. Town of Vail shall be responsible for reimbursing the selected contractor within forty-five (45)
calendar days after acceptance of the Capital Facility D/E Services.
E. Reimbursement Eligibility
Requests for reimbursement for eligible project costs will be paid to Town of Vail upon submission of a complete
reimbursement packet in COTRAMS for those eligible costs incurred during the Grant Agreement effective dates.
Accepted reimbursement packets will include the following completed documents:
Independent Cost Estimate (ICE) (with the first reimbursement request)
Procurement Concurrence Request (PCR) (with the first reimbursement request)
Purchase Authorization (PA) (with the first reimbursement request)
Environmental Clearance (with the final reimbursement request)
Final Design Plans (with the final reimbursement request)
Invoice
Proof of Payment
Town of Vail must submit the final invoice within sixty (60) calendar days of payment of the final invoice to the
contractor, and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fifteen (15) calendar
days of issuance of the final reimbursement payment.
F. Training
In an effort to enhance transit safety, Town of Vail and any subrecipients and subcontractors shall make a good faith
effort to ensure that appropriate training of agency and contracted personnel is occurring and that personnel are up to
date in appropriate certifications.
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Training must also be developed and delivered for new or updated plans, procedures, or rules applicable to facilities.
Training programs should be developed to support the effective and safe implementation of revenue service through
standard operation and maintenance practices. Training programs for critical safety and security practices should
include qualification components, such as an exam or field practical to verify participants have retained and can
skillfully executive the tasks assigned. Training documentation must be maintained to ensure all employees have
met and continue to meet training requirements while employed by Town of Vail.
G. Safety Data
Town of Vail and any subrecipients shall maintain and submit, as requested, data related to bus safety. This may
include, but not be limited to, the number of vehicle accidents within certain measurement parameters set forth by
CDOT, the number and extent of passenger injuries or claims, and the number and extent of employee accidents,
injuries and incidents.
H. Restrictions on Lobbying
Town of Vail is certifying that it complies with 2 CFR 200.450 by entering into this Grant Agreement.
I. Special Conditions
1. Town of Vail will comply with all requirements imposed by CDOT on Town of Vail so that the
state award is used in accordance with state statutes, regulations, and the terms and conditions of
the state award.
2. Town of Vail must permit CDOT and their auditors to have access to Town o
financial statements as necessary, with reasonable advance notice.
3. Except as provided in this Grant Agreement, Town of Vail shall not be reimbursed for any
purchase, issued purchase order, or leased capital equipment prior to the execution of this Grant
Agreement.
4. Town of Vail shall document any loss, damage, or theft of FTA- or state-funded property,
equipment, or rolling stock in COTRAMS.
5. Town of Vail shall ensure that it does not exclude from participation in, deny the benefits of, or
subject to discrimination any person in the United States on the ground of race, color, national
origin, sex, age or disability in accordance with Title VI of the Civil Rights Act of 1964.
6. Town of Vail shall seek to ensure non-discrimination in its programs and activities by developing
Requirements and Guidelines for F
compliance with Executive Order 12898 and DOT Order 5610.2(a) by incorporating the principles
of environmental justice in planning, project development and public outreach in accordance with
FTA Circula
7. Town of Vail will provide transportation services to persons with disabilities, in accordance with
Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.
8. Town of Vail shall develop and maintain an ADA Program in accordance with 28 CFR Part 35,
Nondiscrimination on the Basis of Disability in State and Local Government Services, FTA
Circular 4710.1, and any additional requirements established by CDOT for FTA subrecipients.
9. Town of Vail shall ensure that it will comply with the Americans with Disabilities Act, Section
504 of the Rehabilitation Act, FTA guidance, and any other federal, state, and/or local laws, rules
and/or regulations. In any contract utilizing federal funds, land, or other federal aid, Town of Vail
shall require its subrecipients and/or contractors to provide a statement of written assurance that
they will comply with Section 504 and not discriminate on the basis of disability.
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10. Town of Vail shall agree to produce and maintain documentation that supports compliance with
the Americans with Disabilities Act to CDOT upon request.
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EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Insert Department's or IHE's Full Legal Name
Option Letter Number
Insert the Option Number (e.g. "1" for the first option)
Grantee
Insert Grantee's Full Legal Name, including "Inc.",
"LLC", etc...
Original Agreement Number
Insert CMS number or Other Agreement Number of the Original
Contract
Current Agreement Maximum Amount
Initial Term
Option Agreement Number
Insert CMS number or Other Agreement Number of this Option
State Fiscal Year 20xx $0.00
Extension Terms Agreement Performance Beginning Date
Month Day, YearState Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00 Current Agreement Expiration Date
Month Day, YearState Fiscal Year 20xx $0.00
Total for All State Fiscal Years $0.00
OPTIONS:
A. Option to extend for an Extension Term
REQUIRED PROVISIONS:
A.For use with Option 1(A):In accordance with Section(s) Number of the Original Agreement referenced
above, the State hereby exercises its option for an additional term, beginning Insert start date and ending on
the current Agreement expiration date shown above, at the rates stated in the Original Agreement, as
amended.
OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is
later.
STATE OF COLORADO
Jared S. Polis, Governor
INSERT-Name of Agency or IHE
INSERT-Name & Title of Head of Agency or IHE
______________________________________________
By: Name & Title of Person Signing for Agency or IHE
Date: _________________________
In accordance with §24-30-202, C.R.S., this Option is not
valid until signed and dated below by the State Controller or
an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:___________________________________________
Name of Agency or IHE Delegate-Please delete if agreement
will be routed to OSC for approval
Option Effective Date:_____________________
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EXHIBIT C, TITLE VI CIVIL RIGHTS
Nondiscrimination Requirements
The Parties shall not exclude from participation in, deny the benefits of, or subject to discrimination
any person in the United States on the ground of race, color, national origin, sex, age or disability.
During the performance of this Agreement, the Grantee, for itself, its assignees and successors in
Grantee
(1) Compliance with Regulations: The Grantee shall comply with the Regulation relative to
nondiscrimination in federally-assisted programs of the Department of Transportation
(hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be
amended from time to time, (hereinafter referred to as the Regulations ), which are herein
incorporated by reference and made a part of this Agreement.
(2) Nondiscrimination: The Grantee, with regard to the Work performed by it during the
Agreement, shall not discriminate on the grounds of race, color, national origin, or sex in
the selection and retention of subgrantees, including procurements of materials and leases
of equipment. The Grantee shall not participate either directly or indirectly in the
discrimination prohibited by section 21.5 of the Regulations, including employment
practices when the Agreement covers a program set forth in Appendix B of the Regulations.
(3) Solicitations for Subgrantees, Including Procurements of Materials and Equipment: In all
solicitations either by competitive bidding or negotiation made by the Grantee for Work to
be performed under a subcontract, including procurements of materials or leases of
equipment, each potential subgrantee or supplier shall be notified by the Grantee of the
Grantee's obligations under this Agreement and the Regulations relative to
nondiscrimination on the grounds of race, color, national origin or sex.
(4) Information and Reports: The Grantee shall provide all information and reports required
by the Regulations or directives issued pursuant thereto, and shall permit access to its
books, records, accounts, other sources of information, and its facilities as may be
determined by the Colorado Department of Transportation to be pertinent to ascertain
compliance with such Regulations, orders and instructions. Where any information
required of a Grantee is in the exclusive possession of another who fails or refuses to
furnish this information the Grantee shall so certify to the Colorado Department of
Transportation as appropriate, and shall set forth what efforts it has made to obtain the
information.
(5) Sanctions for Noncompliance: In the event of the Grantee's noncompliance with the
nondiscrimination provisions of this Agreement, the Colorado Department of
Transportation shall impose such contract sanctions as it may determine to be appropriate,
including, but not limited to:
(a) withholding of payments to the Grantee under the Agreement until the Grantee
complies, and/or
(b) cancellation, termination or suspension of the Agreement, in whole or in part.
(6) Incorporation of Provisions: The Grantee shall include the provisions of paragraphs (1)
through (6) in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Regulations, or directives issued pursuant thereto.
The Grantee shall take such action with respect to any subcontract or procurement as the Colorado
Department of Transportation may direct as a means of enforcing such provisions including
sanctions for non-compliance; provided, however, that, in the event a Grantee becomes involved in,
or is threatened with, litigation with a subgrantee or supplier as a result of such direction, the Grantee
may request the Colorado Department of Transportation to enter into such litigation to protect the
interests of the Colorado Department of Transportation.