HomeMy WebLinkAbout2026-16 A Resolution Approving a State of Colorado Grant Agreement between the Town of Vail and the Colorado Department of Transportation for the Expansion of Public Transportation ServicesRESOLUTION NO. 16
Series of 2026
A RESOLUTION APPROVING A STATE OF COLORADO GRANT AGREEMENT
BETWEEN THE TOWN OF VAIL AND THE COLORADO DEPARTMENT OF
TRANSPORTATION
WHEREAS, the Town and the Colorado Department of Transportation wish to
enter into a Grant Agreement pursuant to the terms set forth in Exhibit A, attached
hereto and incorporated herein by this reference (the "Agreement"), for the purpose of
provide funding to the Town of Vail to facilitate the expansion of public transportation
services.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the 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
Council of the Town of Vail held this 5th day of May 2026.
_________________________
Barry Davis, Mayor
ATTEST:
Stephanie Kauffman, Town Clerk
Routing #: 26-HTR-ZL-00168
PO #: 491004171
State of Colorado Grant Agreement
State Agency
Department of
Transportation
Grantee
Cover Page
Agreement
Number
Routing #: 26-
HTR-ZL-00168
PO #:
491004171
Town of Vail
Agreement Maximum Amount Initial
Term
State CTE Funds (at 80% or less)
$938,499.00
Local Funds (at 20% or more)
$234,625.00
Agreement Total $938,499.00
Agreement Purpose
Agreement Performance Beginning Date
The Effective Date
Initial Agreement Expiration Date
April 30, 2028
Fund Expenditure End Date
April 30, 2028
Agreement Authority –
Authority to enter into this Agreement
Exists in CRS §§43-1-106, 43-1-110, 43-1-
701, 43-1-
702, 43-4-1203, 24-1-105, and 24-77-108.
The purpose of this Agreement is to provide funding for the Town of Vail to facilitate the expansion of
public transportation services and to support the goals of the CTE 10 Year Plan and Statewide Transit Plan.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A, Statement of Work.
2. Exhibit B, Sample Option Letter.
3. Exhibit C, PII Certification
In the event of a conflict of 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. Colorado Special Provisions in §18 of the main body of this Agreement.
2. The provisions of the other sections of the main body of this Agreement.
3. Exhibit A, Statement of Work.
4. Exhibit E, PII Certification
5. Exhibit B, Sample Option Letter.
Routing #: 26-HTR-ZL-00168
PO #: 491004171
Principal Representatives
For the State:
Erin Kelican
Clean Transit Enterprise
Colorado Department of Transportation
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@vail.gov
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PO #: 491004171
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:
Russel Forrest, Town Manager
Date:
GRANTEE
Town of Vail
By:
Stephanie Kauffman, Town Clerk
Date:
STATE OF COLORADO
Jared S. Polis, GOVERNOR
Department of Transportation
Clean Transit Enterprise
By: Craig
Secrest, Program Administrator
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:
_
Department of Transportation
Effective Date:
Routing #: 26-HTR-ZL-00168
PO #: 491004171
Table of Contents
Cover Page
1
Signature Page 4
1. Parties 6
2. Term and Effective Date 6
3. Definitions 7
4. Statement of Work 10
5. Payments to Grantee 10
6. Reporting - Notification 12
7. Grantee Records 13
8. Confidential Information – State Records 14
9. Conflict of Interest 16
10. Insurance 15
11. Breach of Agreement 17
12. Remedies 18
13. Dispute Resolution 20
14. Notices and Representatives 20
15. Rights in Work Product and Other Information 21
16. Statewide Contract Management System 21
17. General Provisions 21
18. Colorado Special Provisions (Colorado Fiscal Rule 3-3) 25
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1. Parties
This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the
“Grantee”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for
this Agreement (the “State”). 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 Signature and 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 [Insert Exhibit Number].
B. Initial Term
The Parties’ respective performances under this Agreement shall commence on the Agreement
Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on the
Initial Agreement Expiration Date shown on the Cover Page for this Agreement (the “Initial Term”)
unless sooner terminated or further extended in accordance with the terms of this Agreement.
C. Extension Terms - State’s Option
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 specified in this Agreement (each such period an “Extension Term”). In
order to exercise this option, 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 as provided in §14, may unilaterally extend
such Initial Term or Extension Term for a period not to exceed two months (an “End of Term
Extension”), regardless of whether additional Extension Terms are 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.
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
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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 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.a12.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 portion of Grantee’s obligations, provided that the sum of any and all
reimbursement shall not exceed the maximum amount payable to Grantee hereunder.
F. Grantee’s Termination Under Federal Requirements
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” means this agreement, including all attached Exhibits, all documents incorporated by
reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. RESERVED
C. “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
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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.
D. “Budget” means the budget for the Work described in Exhibit A.
E. “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.
F. RESERVED
G. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.
H. “Cost Sharing” means a portion of project costs not paid under this Subaward. This includes match
which refers to required levels of cost share that must be provided (2 CFR 200.306).
I. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado
State Controller or designee, as shown on the Signature for this Agreement.
J. “End of Term Extension” means the time period defined in §2.D2.D.
K. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover
Page for this Agreement.
L. “Extension Term” means the time period defined in §2.C.
M. RESERVED
N. RESERVED
O. “Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in
this Agreement and shall include any movable material acquired, produced, or delivered by Grantee
in connection with the Services.
P. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise
made available for payment by the State under this Agreement.
Q. “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 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 to State system hardware,
firmware, or software characteristics without the State’s knowledge, instruction, or consent.
R. “Initial Term” means the time period defined in §2.B2.B.
S. “Party” means the State or Grantee, and “Parties” means both the State and Grantee.
T. RESERVED
U. “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
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identity, such as name, social security number, date and place of birth, mother’s maiden name, or
biometric records; and any other information that is linked or linkable to an individual, such as
medical, educational, financial, and employment information. PII includes, but is not limited to, all
information defined as personally identifiable information in §§24-72-501 and 24-73-101, C.R.S. “PII”
shall also mean “personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S.
V. RESERVED
W. RESERVED
X. “Services” means the services to be performed by Grantee as set forth in this Agreement, and shall
include any services to be rendered by Grantee 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 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.
Z. “State Fiscal Rules” means the 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 Grantee to aid in performance of the Work.
“Subcontractor” also includes sub-grantees of grant funds.
DD. RESERVED
EE. RESERVED
FF. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards. The terms and conditions
of the Uniform Guidance flow down to the Awards to Subrecipients unless the Uniform Guidance or
the terms and conditions of the Federal award specifically indicate otherwise.
GG. “Work” means the Goods delivered and Services performed pursuant to this Agreement.
HH. “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,
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materials, ideas, concepts, know-how, information, and any other results of the Work. “Work
Product” does not include any material that was developed prior to the Effective Date that is used,
without modification, in the performance of the Work.
Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as
defined in that Exhibit.
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. 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 Agreement Maximum shown on
the Cover Page of this Agreement.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Grantee in the amounts and in accordance with the schedule and other
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. The State shall pay each invoice within 45 days following the State’s receipt of that invoice,
so long as the amount invoiced correctly represents Work completed by 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.
d. 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 the State’s acceptance of the invoice shall bear interest
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 delinquent amounts, and the invoice shall reference the delinquent payment, the number
of day’s interest to be paid and the interest rate.
iii. Payment Disputes
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If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the
State in writing of its dispute within 30 days following the earlier to occur of Grantee’s receipt of the
payment or notification of the determination or calculation of the payment by the State. The State will
review the information presented by Grantee and may make changes to its determination based on this
review. The calculation, determination or payment amount that results from the State’s review shall
not be subject to additional dispute under this subsection. No payment subject to a dispute under this
subsection shall be due until after the State has concluded its review, and the State shall not pay any
interest on any amount during the period it is subject to dispute under this subsection.
iv. Available Funds-Contingency-Termination
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
Funds, the State’s obligation to pay Grantee shall be contingent upon such non-State funding continuing
to be made available for payment. Payments to be made pursuant to this Agreement shall be made
only from Grant Funds, and the State’s liability for such payments shall be limited to the amount
remaining 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.
v. RESERVED
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 such funds upon request. Grantee’s obligation to pay all or any part of any matching funds,
whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of
this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank
account. Grantee represents to the State that the amount designated “Grantee’s Matching Funds” in
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. Grantee shall not pay or be liable for any
claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee’s
laws or policies.
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D. Reimbursement of Grantee Costs
Only with prior written approval, the State shall reimburse Grantee’s allowable costs, not exceeding
the maximum total amount described in Exhibit A and §5.A for all allowable costs described in this
Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item
of the Budget 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 total maximum amount of this Agreement or
the maximum amount for any state fiscal year, and the change does not modify any requirements of
the Work. The State shall reimburse Grantee for the federal share of properly documented allowable
costs related to the Work after review and approval thereof, subject to the provisions of this Agreement
and Exhibit A. However, any costs incurred by Grantee prior to the Effective Date shall not be
reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding
is retroactive. Grantee’s costs for Work performed after the Fund Expenditure 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. The State shall only reimburse allowable costs
described in this Agreement and shown in the Budget if those costs are:
i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and
ii. 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).
E. Close-Out
Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the
Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State
all deliverables (including documentation) as defined in this Agreement and Grantee’s final
reimbursement request or invoice. The State will withhold 5% of allowable costs until all final
documentation has been submitted and accepted by the State as substantially complete. If the Federal
Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund
Expenditure End Date shown on the Signature and Cover Page for this Agreement due to Grantee’s failure
to submit required documentation, then Grantee may be prohibited from applying for new Federal Awards
through the State until such documentation is submitted and accepted.
6. Reporting - Notification
A. Quarterly Reports
In addition to any reports required pursuant to §16 or 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 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
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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 Grantee’s ability to perform its obligations under this Agreement, Grantee shall, within ten
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 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 by the State, containing an evaluation and review of Grantee’s performance and the final status
of Grantee’s obligations hereunder.
D. Violations Reporting
Grantee shall disclose, in a timely manner, in writing to the State and all violations of federal or State
criminal law involving fraud, bribery, or gratuity violations potentially affecting the 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 or the delivery of Services (including, but not
limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records for a
period (the “Record Retention 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, respectively. If any litigation, claim, or audit related to
this Award starts before expiration of the Record Retention Period, the Record Retention Period shall
extend until all litigation, claims, or audit findings have been resolved and final action taken by the
State. 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, the federal government, and any other duly authorized agent of a
governmental agency to audit, inspect, examine, excerpt, copy and transcribe Grantee Records during
the Record Retention Period. Grantee shall make Grantee Records available during normal business hours
at Grantee’s office or place of business, or at other mutually agreed upon times or locations, upon no
fewer than two 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.
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C. Monitoring
The State will monitor Grantee’s performance of its obligations under this Agreement using procedures
as determined by the State. The federal government and any other duly authorized agent of a
governmental agency, in its discretion, may monitor Grantee’s performance of its obligations under this
Agreement using procedures as determined by that governmental entity. The State shall have the right,
in its sole discretion, to change its monitoring procedures and requirements at any time during the term
of this Agreement. The State shall monitor Grantee’s performance in a manner that does not unduly
interfere with Grantee’s performance of the Work.
D. Final Audit Report
Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on
Grantee’s records that relates to or affects this Agreement or the Work, whether the audit is conducted
by Grantee or a third party.
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 policies promulgated by the Colorado Office of Information Security and all applicable laws, rules,
policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State
Records to the State’s Principal Representative.
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.
C. Use, Security, and Retention
Grantee 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. Grantee
shall provide the State with access, subject to Grantee’s reasonable security requirements, for purposes
of inspecting and monitoring access and use of State Confidential Information and evaluating
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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, 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 Grantee can establish that none of Grantee or any of its agents, employees, assigns or
Subcontractors are 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.
E. 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. Grantee shall be a “Third-Party Service Provider” as defined in §24-73-103(1)(i),
C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S.
In addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to,
Contractor’s employees, agents and 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 C on an annual basis Contractor’s duty and obligation to certify as set forth in Exhibit C 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.
9. Conflict of Interest
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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 would arise when a Grantee or Subcontractor’s employee, officer or agent were to offer
or provide any tangible personal benefit to an employee of the State, or any member of his or her
immediate family or his or her partner, related to the award of, entry into or management or
oversight of this Agreement.
B. Apparent Conflicts of Interest
Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict of
interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Grantee
shall refrain from any practices, activities or relationships that reasonably appear to be in conflict
with the full performance of Grantee’s obligations under this Agreement.
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 relevant details for the State’s consideration. Failure to promptly submit a
disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict
constitutes a breach of this Agreement.
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.
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. Workers’ Compensation
Workers’ compensation insurance as required by state statute, and employers’ liability insurance
covering 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;
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iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one 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. Cyber/Network Security and Privacy Liability
Liability insurance covering civil, regulatory, and statutory damages, contractual damages, data
breach management exposure, and any loss of income or extra expense as a result of actual or alleged
breach, violation, or infringement of 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.
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 and noncontributory over any
insurance or self-insurance program carried by Grantee or the State.
I. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or non-renewal,
except for cancellation based on non-payment of premiums, without at least 30 days prior notice to
Grantee and Grantee shall forward such notice to the State in accordance with §14 within seven days
of Grantee’s receipt of such notice.
J. Subrogation Waiver
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All commercial 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., C.R.S. (the “GIA”), Grantee shall maintain, in lieu of the liability insurance
requirements stated 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-insurance, as is
necessary to meet the Subcontractor’s obligations under the GIA.
L. Certificates
For each commercial insurance plan provided by Grantee under this Agreement, Grantee shall
provide to the State certificates evidencing Grantee’s insurance coverage required in this Agreement
within seven Business Days following the Effective Date. Grantee shall provide to the State
certificates evidencing Subcontractor insurance coverage required under this Agreement within
seven Business Days following the Effective Date, except that, if Grantee’s subcontract is not in
effect as of the Effective Date, Grantee shall provide to the State certificates showing Subcontractor
insurance coverage required under this Agreement within seven Business Days following Grantee’s
execution of the subcontract. No later than 15 days before the expiration date of Grantee’s or any
Subcontractor’s coverage, Grantee shall deliver to the State certificates of insurance evidencing
renewals of coverage. At any other time during the term of this Agreement, upon request by the
State, 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.
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12. Remedies
A. State’s Remedies
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
In the event of Grantee’s uncured breach, the State may terminate 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 within this Agreement’s terms. At the request of the State,
Grantee shall assign to the State all of Grantee’s rights, title, and interest in and to such
terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonable
and necessary action to protect and preserve property in the possession of Grantee but in
which the State has an interest. At the State’s request, Grantee shall return materials owned
by the State in Grantee’s possession at the time of any termination. Grantee shall deliver all
completed Work Product and all Work Product that was in the process of completion to the
State at the State’s request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Grantee for accepted Work
received as of the date of termination. If, after termination by the State, the State agrees
that Grantee was not in breach or that Grantee’s action or inaction was excusable, such
termination shall be treated as a termination in the public interest, and the rights and
obligations of the Parties shall be as if this Agreement had been terminated in the public
interest under §2.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 withhold payment to Grantee for the purpose of mitigating the State’s damages
until such time as 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
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deems necessary to protect the State against loss including, without limitation, loss as a result
of outstanding liens and excess costs incurred by the State in procuring from third parties
replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
Suspend Grantee’s 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 incurring costs in accordance with the State’s directive, and the State
shall not be liable for costs incurred by Grantee after the suspension of performance.
b. Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Grantee’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 Grantee’s employees, agents, or Subcontractors from
the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or
otherwise unacceptable or whose continued relation to this Agreement is deemed by the State
to be contrary to the public interest or the State’s best interest.
e. Intellectual Property
If any Work infringes, 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.
f. Collection of Unallowable Costs (2CFR 200.410)
Payments made for costs determined to be unallowable by either the awarding Federal
agency, cognizant agency for indirect costs, or pass-through entity must be refunded with
interest to the Federal Government. Unless directed by Federal statute or regulation,
repayments must be made in accordance with the instructions provided by the Federal
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agency or pass-through entity that made the allowability determination. See §§ 200.300
through 200.309, and §200.346.
B. Grantee’s Remedies
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.A13.A fails to resolve the dispute within ten 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 24-109-505, C.R.S. (the “Resolution Statutes”), except that if Grantee
wishes to challenge any decision rendered by the Procurement Official, Grantee’s challenge shall be
an appeal to the 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
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 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 such Party’s principal representative 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
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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
i. RESERVED
ii. RESERVED
iii. RESERVED
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State
Records, State software, research, reports, studies, photographs, negatives or other documents,
drawings, models, materials, data and information shall be the exclusive property of the State
(collectively, “State Materials”). Grantee shall not use, willingly allow, cause or permit Work Product
or State Materials to be used for any purpose other than the performance of Grantee’s 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”). 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. Statewide Contract Management System
If the maximum amount payable to Grantee under this Agreement is $100,000 or greater, either on the
Effective Date or at any time thereafter, this section shall apply. Grantee agrees to be governed by and
comply with the provisions of §§24-106-103, 24-102-206, 24-106-106, and 24-106-107, C.R.S. regarding the
monitoring of vendor performance and the reporting of Agreement performance information in the State’s
Agreement management system (“Contract Management System” or “CMS”). Grantee’s performance shall
be subject to evaluation and review in accordance with the terms and conditions of this Agreement,
Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies.
17. General Provisions
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A. Assignment
Grantee’s rights and obligations under this Agreement are personal and may not be transferred or
assigned without the prior, written consent of the State. Any attempt at assignment or transfer
without such consent shall be void. Any assignment or transfer of Grantee’s rights and obligations
approved by the State shall be 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 the prior, written approval of the State. Grantee shall submit to the 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.
C. Binding Effect
Except as otherwise provided in §17.A, all provisions of this Agreement, including the benefits and
burdens, shall extend to and be binding upon the Parties’ respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement
and the performance of such Party’s obligations have been duly authorized.
E. Captions and References
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
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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 any terms, conditions, or agreements appearing on Grantee’s or a Subcontractor’s
website or any provision 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 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
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excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement.
O. Third Party Beneficiaries
Except for the Parties’ respective successors and assigns described in § 17.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
A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether
explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial
exercise of any right, power, or privilege preclude any other or further exercise of such right, power,
or privilege.
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and
standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA.
R. Standard and Manner of Performance
Grantee shall perform its obligations under this Agreement in accordance with the highest standards
of care, skill and diligence in Grantee’s industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations
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.
T. RESERVED
U. Accessibility
i. Grantee shall comply with the Accessibility Standards for Individuals with a Disability, as adopted
by the Office of Information Technology pursuant to §24-85-103 C.R.S.
ii. The State may require Grantee’s compliance with the Accessibility Standards for Individuals with
a Disability adopted by the Office of Information Technology pursuant to §24-85-103 C.R.S. is
determined and tested by a qualified third party selected by the State. The State may ask the
Grantee to review the selection of the third party. Grantee shall be responsible for all costs
associated with the third-party vendor’s assessment. If Grantee is not in compliance as
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determined by the third-party vendor, at the State’s request and at the State’s direction, Grantee
shall promptly take all necessary actions to come into compliance using a State-approved vendor,
at no additional cost to the State.
18. Colorado Special Provisions (Colorado Fiscal Rule 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. Statutory Approvals. §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 this Agreement shall not be valid until it has been approved by the State’s
Chief Information Officer or designee.
B. Fund Availability. §24-30-202(5.5), C.R.S.
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
Agreement shall be construed or interpreted as a waiver, express or implied, of any of the
immunities, rights, benefits, protections, or other provisions, contained in these statutes.
D. Independent Contractor.
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.
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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 the State to agree to binding arbitration; limits Grantee’s liability for damages resulting
from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any
way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision
of §24-106-109, C.R.S.
H. Software Piracy Provisions.
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 Grantee’s services and Grantee 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 Grantee in error for any reason, including, but not limited to,
overpayments or improper payments, and unexpended or excess funds received by
Routing #: 26-HTR-ZL-00168
PO #: 491004171
Grantee by deduction from subsequent payments under this Agreement, deduction from any payment
due 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.
Routing #: 26-HTR-ZL-00168
PO #: 491004171
Exhibit A, Statement of Work and Conditions
Project Description 2026-CTE: Operating for Service Expansion
Project/Period of Performance Start Date The Effective Date
Project/Period of Performance End Date April 30, 2028
Grantee Vail, Town of UEID # R17RS3JCQZ68
Contact Name Chris Southwick Vendor # 2000003
Address 75 South Frontage Road
Vail, CO 81657-5096
Phone # (970) 752-2759
Email csouthwick@vail.gov Indirect Rate NA
WBS* 27475.10.50 ALI 30.09.00
Total Project Budget $1,173,124.00
State CTE - O&G Funds (at 80% or less) $938,499.00
Local Funds (at 20% or more) $234,625.00
Total Project Amount Encumbered via this Grant Agreement $938,499.00
*The WBS numbers may be replaced without changing the amount of the grant at CTE’s discretion.
A. Project Description
Town of Vail shall use CTE - O&G operating funds, along with local matching funds, to expand public transportation
services to assist the CTE in achieving the following goals:
1. Reduce and mitigate the adverse environmental and health impacts of air pollution and greenhouse
gas emissions produced by motor vehicles;
2. Invest in public transit, including vehicles, infrastructure, equipment, materials, supplies,
maintenance, and operations and staffing, to achieve the level of frequent, convenient, and reliable
transit that is known to increase ridership by replacing car trips with bus and rail trips and forms of
transit known to support denser land use patterns that further reduce pollution due to shorter trip
lengths and greater walking and cycling mod share;
3. Assist in the maintenance, development, improvement and use of public transportation in their
Transportation Planning Region (TPR);
4. Encourage and facilitate the most efficient use of all transportation funds used to provide passenger
transportation in their TPR through the coordination of programs and services; and
5. Encourage mobility management, employment-related transportation alternatives, joint development
practices, and transit-oriented development.
Town of Vail shall use operating funds to achieve the above goals by implementing the specific plans identified in
their Comprehensive Operational Analysis (COA) which includes spending on any or all of the following eligible
activities:
● Increase frequency and/or span of service on selected bus routes: West Vail Red and West Vail Green
Routes, Lionridge Loop, Sandstone Route;
● Expand span of service from peak only to all day on Vail Express Route;
● Initiate the Middle Creek Circulator; and
● Expand peak period frequency levels to run all day (6AM-8PM).
This funding is provided to support the services described above from the Effective Date of this Grant Agreement
through April 30, 2028, with a period of performance not to exceed twenty-four (24) months.
Routing #: 26-HTR-ZL-00168
PO #: 491004171
B. Performance Standards
1. Project Milestones
Milestone Description Original Estimated
Completion Date
Submit Initial and Ongoing Reimbursement Request(s) in COTRAMS Monthly
Submit Final Reimbursement Request in COTRAMS 4/30/2028
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: April 30,
2028.
2. Performance will be reviewed throughout the duration of this Grant Agreement. Town of Vail shall
report to the CTE Post-Award Project Manager whenever one or more of the following occurs:
a. Budget, schedule, or scope 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 shall participate in Local and/or Regional Coordinating Councils.
C. Project Budget
1. The Total Project Budget is $1,173,124.00. CTE will pay no more than 80% of the eligible, actual
project costs, up to the maximum amount of $938,499.00. CTE will retain any remaining balance of
the state share of CTE - O&G Funds. Town of Vail shall be solely responsible for all costs incurred in
the project in excess of the amount paid by CTE from CTE - O&G Funds for the state share of eligible,
actual costs. For CTE accounting purposes, the CTE - O&G Funds of $938,499.00 will be encumbered
for this Grant Agreement.
2. No refund or reduction of the amount of Town of Vail’s share to be provided for the project will be
allowed unless there is at the same time a refund or reduction of the state share of a proportionate
amount.
3. Town of Vail may use eligible federal funds for the Local Funds share. Town of Vail’s share, together
with the State CTE - O&G Funds share, shall be enough to ensure payment of the Total Project
Budget.
4. Per the terms of this Grant Agreement, CTE will have no obligation to provide state funds for use on
this project. CTE will administer CTE - O&G funds for this project under the terms of this Grant
Agreement, provided that the state share of CTE - O&G funds to be administered by CTE 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. Allowable Costs
1. Town of Vail shall agree to adhere to the provisions for allowable and unallowable costs cited in the
following regulations: 2 CFR 200.420 through 200.476 and 2 CFR 200.102. Other applicable
requirements for cost allowability not cited previously shall also be considered.
2. Town of Vail’s operating expenses are those costs directly related to system operations. At a
minimum, Town of Vail should consider the following items as operating expenses: fuel, oil, drivers
and dispatcher salaries and fringe benefits, and licenses.
Routing #: 26-HTR-ZL-00168
PO #: 491004171
E. Reimbursement Eligibility
1. Town of Vail shall submit invoice(s) on a monthly basis via COTRAMS. Reimbursement will apply only to
eligible expenses that are incurred within the period of performance of this Grant Agreement.
2. Town of Vail shall not submit more than one reimbursement request per month. Reimbursements shall
be within the limits of this Grant Agreement. Town of Vail will be reimbursed based on the ratio of the
CTE - O&G Funds share as set forth in the Project Budget above.
3. Town of Vail shall submit the final reimbursement request within forty-five (45) calendar days of April
30, 2028 and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fifteen (15)
calendar days of receipt of the final reimbursement payment from CTE.
4. Town of Vail shall verify and confirm that all reimbursement requests submitted under this Grant
Agreement are directly associated with the delivery of eligible activities as set forth in the Project
Description above and are not duplicative of reimbursement requests submitted under any other CDOT
administered program(s).
F. Training
In an effort to enhance transit safety, Town of Vail and any subgrantees and contractors 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. In particular, Town of Vail shall ensure
that driving personnel are provided professional training in defensive driving and training on the
handling of mobility devices and transporting older adults and people with disabilities.
G. Restrictions on Lobbying
Town of Vail is certifying that it complies with 2 CFR 200.450 by entering into this Grant Agreement.
H. Special Conditions
1. Town of Vail shall comply with all requirements imposed by CTE on Town of Vail so that the CTE
award is used in accordance with state statutes, regulations, CTE rules, and the terms and conditions
of the CTE award.
2. Town of Vail shall permit CTE and their auditors to have access to Town of Vail’s records and financial
statements as necessary, with reasonable advance notice.
3. Town of Vail shall not request reimbursement for costs on this project from more than one Awarding
Agency or from other federal or state awards (i.e., no duplicate billing).
4. 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.
5. Town of Vail shall provide transportation services to persons with disabilities, in accordance with the
Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.
6. Town of Vail shall agree to maintain documentation that supports its compliance with the Americans
with Disabilities Act (ADA) and produce said documentation to CTE upon request.
7. 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 CTE for transit grantees.
Routing #: 26-HTR-ZL-00168
PO #: 491004171
State Agency
Department of Transportation
Grantee
Exhibit B, Sample Option Letter
Option Letter Number
[Insert the Option Number (e.g.
"1" for the first option)]
Town of Vail
Grantee UEI
[Insert Grantee UEI]
Current Agreement Maximum Amount
Initial Term
State Fiscal Year [20XX] [$0.00]
Extension Terms
Original Agreement Number
[Insert CMS number or Other Agreement
Number of the Original Agreement]
Option Agreement Number
[Insert CMS number or Other Agreement
Number of this Option]
Agreement Performance Beginning Date
State Fiscal Year [20XX] [$0.00] [Month Day, Year]
State Fiscal Year [20XX] [$0.00] Current Agreement Expiration Date
State Fiscal Year [20XX] [$0.00] [Month Day, Year]
State Fiscal Year [20XX] [$0.00]
Total for All State Fiscal Years [$0.00]
Options:
A. Option to extend for an Extension Term
Required Provisions:
1. 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.
Routing #: 26-HTR-ZL-00168
PO #: 491004171
Option Effective Date:
The effective date of this Option Letter is upon approval of the State Controller or [Enter date], whichever is
later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
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:
Department of Transportation
Option Effective Date:
Routing #: 26-HTR-ZL-00168
PO #: 491004171
Exhibit E-PII Certification
State of Colorado
Third Party Individual Certification for Access TO PII through a Database or Automated Network
Pursuant to § 24-74-105, C.R.S., I hereby certify under the penalty of perjury that I have not and will
not use or disclose any Personal Identifying Information, as defined by § 24-74-102(1), C.R.S., for the
purpose of investigating for, participating in, cooperating with, or assisting Federal Immigration
Enforcement, including the enforcement of civil immigration laws, and the Illegal Immigration and
Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so
to comply with Federal or State law, or to comply with a court-issued subpoena, warrant or order.
Signature:
Printed Name:
Date:
Routing #: 26-HTR-ZL-00168
PO #: 491004171
Exhibit E-PII Certification
State of Colorado
Third Party Entity/Organization Certification for Access TO PII through a Database or Automated
Network
Pursuant to § 24-74-105, C.R.S., I, , on behalf of
(legal name of entity / organization) (the “Organization”), hereby certify under the penalty of perjury
that the Organization has not and will not use or disclose any Personal Identifying Information, as
defined by § 24-74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating
with, or assisting Federal Immigration Enforcement, including the enforcement of civil immigration
laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325
and 1326, unless required to do so to comply with Federal or State law, or to comply with a court -
issued subpoena, warrant or order.
I hereby represent and certify that I have full legal authority to execute this certification on behalf of
the Organization.
Signature:
Printed Name:
Title:
Date: