HomeMy WebLinkAbout2021-04-20 Agenda and Supporting Documentation Town Council Evening Meeting Agenda
VAIL TO W N C O U N C IL R E G U L AR ME E TIN G
Evening Agenda
Virtual
6:00 P M, April 20, 2021
Meeting to be held Virtually (access High Five Access Media
livestream https://www.highfivemedia.org/live-five the day of
the meeting and visit https://www.vailgov.com/town-council to
participate in public comment)
Notes:
Times of items are approximate, subject to c hange, and cannot be relied upon to determine what time C ounc il will
consider an item.
Public comment will be taken on each agenda item.
Citizen participation offers an opportunity for citizens to express opinions or ask questions regarding town
services, policies or other matters of community conc ern, and any items that are not on the agenda. Please
attempt to keep c omments to three minutes; time limits established are to provide efficienc y in the c onduct of the
meeting and to allow equal opportunity for everyone wishing to speak.
1.Citizen Participation (10 min.)
2.Any action as a result of executive session
3.Consent Agenda (5 min.)
3.1.March 2, 2021 Town Council Meeting Minutes
3.2.March 16, 2021 Town Council Meeting Minutes
3.3.Resolution 18, 2021 A Resolution Approving a 5311 Formula Operating
Grant Contract with the Colorado Department of Transportation
Action Requested of Council: Approve, approve with amendments or deny
Resolution No. 18, Series of 2021
Background: The Town of Vail and the Colorado Department of
Transportation wish to enter into an agreement with the purpose of providing
capital, planning and operating assistance to support public transportation.
Staff Recommendation: Staff recommends to approve Resolution No. 18,
Series of 2021.
4.Town Manager Report
5.Action Items
5.1.Parking and Transportation Task Force Recommended Summer 2021
Parking Program
15 min.
Presenter(s): Greg Hall, Director of Public W orks and Transportation
Action Requested of Council: Provide direction to the staff regarding the
April 20, 2021 - Page 1 of 144
recommended summer 2021 Parking plan that would include directing staff
to continue the paid overnight fee structure put in place during the summers
of 2018 and 2019 and set the overnight fee associated with the program.
Background:
The purpose of this item is to provide Town Council the Parking &
Transportation Task Force (PAT T F) recommendation for Summer
2021 Parking Program, as follows:
· Request Town Council approve the Summer 2021 Parking
Program
The Vail Parking & Transportation Task Force met on April 2, 2021 to
review, discuss and make recommendations for the summer 2021 parking
program.
The Vail Parking & Transportation Task Force makes the following
recommendations:
I ncrease the $25 fee to $35 and provide the overnight parking
program in the Vail Village and Lionshead parking structures similar
to the program in summer of 2019
Promote the benefits and availability of the Red Sandstone Garage of
72-hour free parking
Oversized parking at West Vail area will require display of a permit
and will be allowed East of the West Vail Mall Bus shelter to the
Charter Bus parking Area. This overnight parking will be free with the
permit.
Staff Recommendation: Staff recommends the Town Council approve the
Parking and Transportation Task Force recommendations for the summer
2021 Parking Program.
5.2.Ford Park Summer Managed Parking Program 2021 10 min
Presenter(s): Greg Hall Director of Public Works and Transportaion
Action Requested of Council: I nput and approval requested.
Staff Recommendation: Each spring the summer activities and events
calendar is reviewed by the Ford Park User Groups, including
representatives from Town of Vail, Vail Recreation District, Vail Valley
Foundation ( GRFA), Betty Ford Alpine Gardens, Bravo! Vail and Walking
Mountain Science Center as operators of Vail Nature Center). The
proposed managed parking program calendar is attached.
5.3.Children's Garden of Learning Relocation Project Construction Contract
Negotiations
10 min.
Presenter(s): Tom Kassmel, Town Engineer
Action Requested of Council: Town Council directs the Town Manager to
negotiate with MW Golden to come to an agreed upon contract price to
complete construction of the project.
Background: I n J anuary the Town Council awarded the Children’s Garden
of Learning (C GL) Project’s modular building construction contract to
Palomar Modular Buildings. The Town has sincee advertised the General
Contractor (GC) portion of the C GL Project which includes the site work
and architectural elements of the project. Despite numerous bid extensions
and reaching out to several local GC’s, the Town received no bids, however
there is one interested GC.
Staff Recommendation: Staff recommends that the Town Council directs the
April 20, 2021 - Page 2 of 144
Town Manager to negotiate with MW Golden to come to an agreed upon
contract price to complete the work and to return on May 4 to award a
contract.
5.4.Resolution No. 19, Series of 2021, a Resolution to Adopt the Updated Goals
of the Climate Action Plan for the Eagle County Community
15 min.
Presenter(s): Kristen Bertuglia, Environmental Sustainability Director
Action Requested of Council: Approve, approve with amendments or deny
Resolution No. 19, Series of 2021
Background: I n 2016 over thirty (30) diverse stakeholders from the Eagle
County community participated in a nine (9) month-long process to develop
the Climate Action Plan (C A P)and associated goals of reducing
greenhouse gas (GHG) emissions by 25% by 2025 and 80% by 2050 in
accordance with the recommendations of the I ntergovernmental Panel on
Climate Change (I P C C). I n J anuary 2017, the Vail Town Council passed
Resolution No. 2, Series of 2017 supporting the goals established in the
C A P. I n 2020, the C A P was updated to incude an interim milestone goal of
50% reduction of GHG emissions by 2030. The Vail Town Council is being
asked to approve Resolution No. 19, Series of 2021, in support of
the updated C A P and goals established within.
Staff Recommendation: Approve, approve with amendments or deny
Resolution No. 19, Series of 2021
5.5.Ordinance No. 9, Series of 2021 Emergency Ordinance Repealing
Emergency Ordinance No. 19 Series of 2020 Outdoor Mask Mandate
10 min.
Presenter(s): Scott Robson, Town Manager
Action Requested of Council: Approve, approve with amendments or deny
Ordinance No. 9, Series of 2021
Background: On November 17, 2020, the Town Council adopted Ordinance
No. 19, Series 2020, which required face coverings in the Town of Vail in
certain circumstances, due to the C OV I D pandemic and the Town Council
now wishes to repeal Ordinance No. 19, Series 2020, effective immediately.
Staff Recommendation: Approve, approve with amendments or deny
Ordinance No. 9, Series of 2021
6.Public Hearings
6.1.Ordinance No. 7, Series 2021 Second Reading, An Ordinance Amending
Chapter 2 of Title 4 of the Val Town Code to Authorize the Creation of
Entertainment Districts in the Town
10 min.
Presenter(s): Tammy Nagel, Town Clerk
Action Requested of Council: Approve, approve with amendments or deny
Ordinance No. 7, Series of 2021 upon first reading
Background: The Town Council desires to establish the criteria for
entertainment districts and common consumption areas, including
application procedures, fees, and hours of operation for common
consumption areas in entertainment district.
Staff Recommendation: Approve Ordinance No. 7, Series of 2021 upon
second reading
6.2.Ordinance No. 8, Series of 2021 Second Reading, An Ordinance
Amending Section 5-1-7(D) of the Vail Town Code Concerning Noise
Regulations in Certain Zone Districts Between the Hours of 2:00 P.M. and
8:00 P.M.
15 min.
Presenter(s): Scott Robson, Town Manager
Action Requested of Council: Approve, approve with amendments or deny
April 20, 2021 - Page 3 of 144
Ordinance No. 8, Series of 2021 upon Second reading.
Background: Vail Town Council directed staff to recommend changes to the
Vail Town Code to support the goal of the Town to balance the desire to
create entertainment activations in Vail Village and Lionshead Village while
being respectful of the combination of commercial and residential
neighborhoods.
Staff Recommendation: Approve Ordinance No. 8, Series of 2021 upon
Second reading.
7.Adjournment
7.1.Adjournment 7:50 pm (estimate)
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April 20, 2021 - Page 4 of 144
VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: March 2, 2021 Town Council Meeting Minutes
AT TAC H ME N TS:
Description
March 2, 2021 Town Council Meeting Minutes
April 20, 2021 - Page 5 of 144
Town Council Meeting Minutes of March 2, 2021 Page 1
Vail Town Council Meeting Minutes
Tuesday, March 2, 2021
6:00 P.M.
Vail Town Council Chambers
The regular meeting of the Vail Town Council was called to order at approximately 6:00 P.M. by
Mayor Chapin.
Members present: Dave Chapin, Mayor
Kim Langmaid, Mayor Pro Tem
Jenn Bruno
Travis Coggin
Kevin Foley
Jen Mason
Brian Stockmar
Staff members present: Scott Robson, Town Manager
Patty McKenny, Assistant Town Manager
Matt Mire, Town Attorney
Tammy Nagel, Town Clerk
1. Citizen Participation
Zach Varon, Eagle County resident, announced a "15 days later" protest, scheduled for March
14 in Vail Village to call attention to national complex issues such as police misconduct; rent
relief; minimum wage increase.
Scott Hintz, Vail resident, expressed concern about the bighorn sheep herd in East Vail and
their survival. He asked the community to remember the environment when making decisions in
the town.
Pam Stenmark, Vail resident, asked for clarification concerning the land lease for Lot 3, Middle
Creek development agreement that was discussed during the afternoon meeting.
Ingrid Seade, Vail resident, expressed frustration over Vail Resorts and the Booth Heights
development approval.
Council members, Jen Mason and Jenn Bruno, announced this years Trailblazer recipients, Bill
and Sally Hanlon.
2. Any action as a result of executive session
There was none.
3. Proclamations
3.1. Proclamation No. 1 Series of 2021, One Book, One Valley 2021 Community Read
Sponsored by the Towns of Avon, Eagle Gypsum, Minturn, Red Cliff and Vail
April 20, 2021 - Page 6 of 144
Town Council Meeting Minutes of March 2, 2021 Page 2
Presenter(s): Dave Chapin, Mayor
Background: This year marks the 10th Anniversary of the One Book, One Valley event. One
Book, One Valley is a valley-wide community read that is sponsored by the Towns of Avon,
Eagle, Gypsum, Minturn, Red Cliff, Vail and the County of Eagle. This year's featured book is
the National Best Seller "Lab Girl"
Chapin read Proclamation No. 1, Series of 2021 into the record.
4. Consent Agenda
4.1. Resolution No. 9, Series of 2021, A Resolution of the Vail Town Council Repealing
Resolution No. 39, Series of 2020 and Resolution No. 44, Series of 2020, to Revoke the
Extensions of the Approved Development, Conditional Use Permit and Final Design for
the Booth Heights Project, and Providing a New Extension of such Approvals Through
November 20, 2023
Action Requested of Council: Approve, approve with amendments or deny Resolution No. 9,
Series of 2021
Background: Appealing Resolution 39 and 44, to Revoke the Extensions of the Approved
Development Plan, Conditional Use Permit and Final Design for the Booth Heights Project, and
Providing a New Extension of Such Approvals Through November 20, 2023
Staff Recommendation: Approve Resolution No. 9, Series of 2021
Bruno made a motion to approve Resolution No. 9, Series of 2021; Foley seconded the motion
passed (7-0).
4.2. Resolution No. 11 Series 2021, A Resolution Approving an Intergovernmental
Agreement Between the Town of Vail and the Eagle River Water and Sanitation District
Regarding the Construction of a Water Main within the South Frontage Road and the
South Frontage Road Widening and the Roundabout Project
Action Requested of Council: Approve, approve with amendment or deny Resolution No. 11
Series 2021
Background: Resolution No. 11 Series 2021 authorizes the Town to enter into an
Intergovernmental Agreement with ERW SD to cost share improvements in the South Frontage
Road Roundabout Project to relocate ERW SD's water main.
Staff Recommendation: Approve Resolution No. 11 Series 2021
Coggin made a motion to approve Resolution No. 11, Series of 2021; Foley seconded the
motion passed (7-0).
4.3. Resolution No. 12, Series of 2021, A Resolution Approving a Lease Agreement with
the Vail Park and Recreation District for the Vail Gymnastics Center
Action Requested of Council: Approve, approve with amendments or deny Resolution
No. 12, Series of 2021
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Town Council Meeting Minutes of March 2, 2021 Page 3
Background: The Town is the owner of certain real property and the improvements thereon
located at 545 North Frontage Road, Vail, Colorado and commonly known as the Town of Vail
Gymnastics Center. The Vail Recreation District uses the gymnastic center under existing lease
and use agreements which are expiring. The Town and the VRD wish to enter into new lease
and use agreements.
Staff Recommendation: Approve Resolution No. 12, Series of 2021
Foley made a motion to approve Resolution No. 9, Series of 2021; Coggin seconded the motion
passed (7-0).
4.4. United Companies Contract Award for the South Frontage Road Roundabout Project
Construction
Action Requested of Council: Award Contract to United Companies
Background: The South Frontage Road Roundabout Project will widen the South Frontage
Road to four lanes with sidewalks, medians, and a roundabout from Vail Health to the
Lionshead Parking Structure. The Town advertised the project for construction bids and
received three qualified bids.
Staff Recommendation: Award Contract to United Companies
Coggin made a motion to authorize the Town Manager to enter into an agreement with United
Companies in an amount not to exceed $5,125,000.; Mason seconded the motion passed (7-0).
4.5. SGM Construction Management Contract Award for South Frontage Road
Roundabout Project
Action Requested of Council: Approve Contract with SGM for construction management
services
Background: As a part of the South Frontage Road Roundabout Project, the Town of Vail
is required by CDOT to hire a third-party consultant engineer to represent CDOT and confirm
that the project is built per CDOT approved plans and specifications.
Staff Recommendation: Town Staff recommends that the Town Council authorize the Town
Manager to enter into a contract with SGM in an amount not to exceed $67,000 for
Construction Management Services, in a contract form approved by the Town Attorney.
Foley made a motion to authorize the Town Manager to enter into an agreement with SGM in an
amount not to exceed $67,000; Coggin seconded the motion passed (7-0).
4.6. 2021 Event Funding Agreements over $50,000.
Action Requested of Council: Authorize the Town Manager to enter into agreements with the
following event producers, on a form approved by the Town Attorney, to produce following
events; Vail Farmers Market and Art Show produced by the Meadow Drive Partnership for
$53,160, Vail America Days produced by Highline Sports and Entertainment for $53,160, Vail
April 20, 2021 - Page 8 of 144
Town Council Meeting Minutes of March 2, 2021 Page 4
Oktoberfest produced by Highline Sports and Entertainment for $53,160, GRFA Live Music and
Entertainment produced by the Vail Valley Foundation for $52,500, Vail Jazz Festival produced
by the Vail Jazz Foundation for $75,000, The Summer Mountain Games produced by the Vail
Valley Foundation for $98,000 and Bravo! Vail Music Festival produced by Bravo! Vail for
$207,855.
Background: Provide information on the 2021 CSE events that have been awarded more than
$50,000 and to request that Council authorize the Town Manager to enter into funding
agreements for those events.
Staff Recommendation: Authorize the Town Manager to enter into the event agreements with
the event producers, on a form approved by the Town Attorney, and not to exceed the contract
amounts outlined in staff's memorandum.
Coggin made a motion to authorize the Town Manager to enter into agreements with the
following event producers, on a form approved by the Town Attorney, to produce following
events; Vail Farmers Market and Art Show produced by the Meadow Drive Partnership for
$53,160, Vail America Days produced by Highline Sports and Entertainment for $53,160, Vail
Oktoberfest produced by Highline Sports and Entertainment for $53,160, GRFA Live Music and
Entertainment produced by the Vail Valley Foundation for $52,500, Vail Jazz Festival produced
by the Vail Jazz Foundation for $75,000, The Summer Mountain Games produced by the Vail
Valley Foundation for $98,000 and Bravo! Vail Music Festival produced by Bravo! Vail for
$207,855; Foley seconded the motion passed (7-0).
5. Town Manager Report
Robson provided an update on the COVID-19 vaccine distribution phases stating 19,000 shots
have been distributed throughout Eagle County and 84% of the 70+ residents are vaccinated.
The Five Star program has been kicked off and the town had received the first application. The
Five Star program would allow establishments to operate in “blue” of the COVID19 State Dial.
This would allow establishments to increase their dining capacity.
Robson announced a prescribed burn would occur in the Booth Heights area later this spring.
Big horn sheep were currently being collared by Colorado Division of Wildlife.
Additionally, Robson reported there would be an update from Vail Recreation District on
financial analysis related to possible use of Aria Spa space at a future council meeting.
6. Action Items
6.1. Resolution No. 10, Series of 2021, a Resolution Approving a Development Agreement
with Triumph Development West. LLC. for the Development of the Middle Creek Project.
Presenter(s): George Ruther, Housing Director
Action Requested of Council: Approve, approve with modifications, or deny Resolution No. 10,
Series of 2021 as presented.
Background: The purpose of this memorandum is to present Resolution No. 10, Series of 2021.
The Development Agreement is a continuation of, and in addition to, the Pre-Development
Agreement executed on February 10, 2021. The Development Agreement sets forth the terms
and conditions under which the Middle Creek Project will proceed.
April 20, 2021 - Page 9 of 144
Town Council Meeting Minutes of March 2, 2021 Page 5
Staff Recommendation: The town staff recommends the Vail Town Council approves Resolution
No. 10, Series of 2021
Ruther reviewed Resolution No. 3, Series of 2021 and the supporting documentation that was
provided to council in their agenda material. February 2, 2021, the Vail Town Council passed
Resolution No. 3, Series of 2021, approving a Pre-Development Agreement for the Middle
Creek Project (6-1 Stockmar opposed). At the direction of the Vail Town Council town staff has
prepared a Development Agreement for the Council’s consideration. Ruther provided council a
summary of the Development Agreement between the town and Triumph Development:
Town of Vail would record a deed restriction on the property limiting future development
to 100% deed restricted homes for resident occupancy.
The term of the agreement commences on the Effective Date, and terminates two years
following issuance of the final certificate of occupancy for the Project; provided the
Parties have not executed the Ground Lease on or before June 28, 2021, the agreement
automatically terminates without further action of the Parties. This term ensures an
adequate warranty period, etc.
As a co-applicant, the Town was responsible for 100% of the cost of the entitlement
process. As such, the Town would own 100% of the rights to all plans, documents and
materials produced.
Triumph shall construct all new improvements on the Property, including buildings,
structures, signage, streets, sidewalks, utilities and other improvements necessary for
the Project, including renewable energy options and multi-modal transportation options
(collectively the "Improvements"). The Parties would cooperate to establish the number
of units to be constructed and the appropriate unit types for the Project, provided that the
Project shall include a minimum of 144 beds.
Triumph Development was solely responsible for the financing and construction of the
Project. The Town assumes no financing obligations, construction cost, or development
risk.
Provided the parties complete the entitlement process by June 28, 2021, Triumph was
obligated to submit a complete application for a building permit for the Project on or
before September 1, 2021; commence construction of the Improvements on or before
September 30, 2021; and obtain a certificate of occupancy for the Improvements on or
before November 30, 2022.
If the parties fail to complete the entitlement process by June 28, 2021, Triumph was
obligated to submit a complete building permit application for the Project on or before
March 15, 2022; commence construction of the Improvements on or before April 15,
2022; and obtain a certificate of occupancy for the Improvements on or before August
31, 2023.
If Triumph fails to complete the Improvements as required by the Agreement, the Town
shall have the right, but not the obligation, to:
complete the improvements;
restore the Property to the condition it was prior to commencement of
construction of the Improvements; or
restore the Property to a condition that the Town deems safe while awaiting
completion of the Improvements by another party; and
to charge the costs thereof to Triumph.
Triumph acknowledges that it would not be entitled to any Employee Housing Unit credit
for the Project under Sections 12-23-7 and 12-24-7 of the Code, as the credit shall
remain with the Town.
April 20, 2021 - Page 10 of 144
Town Council Meeting Minutes of March 2, 2021 Page 6
On May 5, 2021, if the Parties have executed a development agreement for the Timber
Ridge Project, then Triumph shall permanently and irrevocably waive and abandon any
and all rights Triumph may have in the Booth Heights Project. Notwithstanding the
foregoing, based on representations made to the Town, it is the Town's understanding
that Triumph does not hold any development rights with respect to the Booth Heights
Project, which development rights, if any, would benefit the property on which the Booth
Heights Project is located and the owner thereof.
Triumph shall require the general contractor responsible for constructing the
Improvements to provide a performance bond to Triumph to guarantee the construction
of the Improvements, and the Town shall be named as an obligee under such bond. The
performance bond shall be equal to the full amount of the cost of construction of the
Improvements. Triumph shall provide a copy of such performance bond to the Town
prior to commencing construction.
Triumph hereby represents and warrants to the Town that all of the following are true
and correct as of the date of signature and the Effective Date: (in part) Triumph is the
sole owner of the approved plans for the Booth Heights Project (but not the development
rights for the Booth Heights Project)
Triumph shall be in breach and default of the agreement if, prior to May 5, 2021,
Triumph assigns, sells or otherwise transfers to any third party any right or interest it
may have in the applications or approved plans for the Booth Heights Project.
Council asked questions concerning land lease v. the sale of the property. Ruther stated the
presentation that was seen earlier in the afternoon was to demonstrate the options council had.
Ruther noted no direction was provided to staff.
Public comment was called.
Larry Stewart, Vail resident, asked council to not use the timeline presented when making a
decision on this contract. Stewart would like stronger language.
Jonathan Staufer, Vail resident, asked council to slow down and get the agreement right.
Lynn Gottlieb, Vail resident, expressed concerns about the agreement as drafted and stated
more time was needed for public review and changes.
Josef Staufer, Vail resident, urged council not to approve the development agreement as
drafted.
Blondie Vucich, Vail resident expressed concerns about the development agreement, including
excessive executive sessions. She felt the development agreement was flawed as drafted and
asked council not to ignore all the public comment they have received.
Tom Vucich, Vail resident, asked council to deny the development agreement as written. He
stated the agreement leaves the door open for development of the Vail Resorts owned parcel
known as Booth Heights.
Michael Browning, Eagle-Summit Wilderness Alliance, suggested using the Middle Creek
development agreement to leverage action by Vail Resorts.
Public comment was closed.
April 20, 2021 - Page 11 of 144
Town Council Meeting Minutes of March 2, 2021 Page 7
Mason asked questions concerning section 4n. of the development agreement. Mire and Ruther
explained state law requirements and the timeline.
Stockmar reminded his fellow council members that he voted against the predevelopment
agreement because he thought it was confusing and was poorly written. He felt the
development agreement presented tonight was rushed and requested more time to read the
agreement.
Bruno reminded council members and citizens the town was not the owners of the Booth
Heights parcel. This agreement was about 144 units on Lot 3 Middle Creek parcel.
Foley expressed concerns regarding sections 4l and 4n of the agreement and requested more
time to review the agreement.
Langmaid stated she felt council did have adequate time to review the agreement and
understand the legalities at hand. Langmaid noted there was no amount of word smithing that
could be done to resolve the concerns people are asking to be resolved.
Mason stated she felt pressured to vote and although she didn’t currently have questions, she
felt with more time she could.
Stockmar made a motion to table Resolution No. 10, Series of 2021 to the March 16, 2021
meeting; Foley seconded the motion was denied (2-5* Chapin, Langmaid, Bruno, Coggin and
Mason opposed)
Bruno made a motion to approve Resolution No. 3, Series of 2021; Langmaid seconded the
motion passed (5-2* Foley and Stockmar opposed).
6.2. Ordinance No. 4, Series of 2021, An Ordinance Amending Title 6 of the Vail Town
Code by the Addition of a New Chapter 4B Regarding the Sale of Dogs and Cats Born or
Raised in Inhumane Commercial Breeding Facilities
Presenter(s): Matt Gennett, Director of Community Development
Action Requested of Council: Approve, approve with modifications, or deny Ordinance No. 4,
Series of 2021, upon first reading.
Background: The Community Development Department is proposing to update the Vail Town
Code to add a new Article B to Chapter 4 of Title 6 of the Vail Town Code to outlaw the sale of
dogs and cats from puppy and kitten mills as it is an unwholesome business practice and not in
the best interest of the public welfare of the Town.
Staff Recommendation: Approve, approve with amendments or deny Ordinance No. 4, Series of
2021 upon first reading.
Gennett reviewed Ordinance No. 4, Series of 2021 stating the ordinance would add a new
Article B to Chapter 4 of Title 6 of the Vail Town Code to outlaw the sale of dogs and cats from
puppy and kitten mills as it is an unwholesome business practice and not in the best interest of
the public welfare of the Town.
April 20, 2021 - Page 12 of 144
Town Council Meeting Minutes of March 2, 2021 Page 8
There was no public comment.
Council had no questions.
Foley made a motion to approve Ordinance No. 4, Series of 2021 upon first reading; Mason
seconded the motion passed (7-0).
7. Public Hearings
7.1. Ordinance No. 3, Series of 2021, Second Reading, an Ordinance approving a certain
parcel of land owned by the Town of Vail as Designated Open Space pursuant to Section
13.11 of the Vail Town Charter
Presenter(s): Kristen Bertuglia, Environmental Sustainability Director
Action Requested of Council: Approve, approve with modifications, or deny Ordinance No. 3,
Series of 2021.
Background: The Town of Vail Open Space Board of Trustees has forwarded a unanimous
recommendation to the Vail Town Council for the designation of a 48.13 acre parcel located in
East Vail on the south side of Bighorn Rd., off Willow Way, as Designated Open Space.
Staff Recommendation: Approve Ordinance No. 3., Series of 2021 upon second reading.
Bertuglia quickly reviewed Ordinance No. 3, Series of 2021 with council stating the ordinance is
for the recommendation of the designation of parcel 2101-123-00-006 as Designated Open
Space.
There was no public comment.
Langmaid stated how exciting it is to have a landowner donating 40 acres for open space and
habitat protection. Very grateful to the family making that donation.
There being no further business to come before the council, Foley moved to adjourn the
meeting; Coggin seconded the motion which passed (7-0) and the meeting adjourned at 7:46
p.m.
Respectfully Submitted,
Attest: __________________________________
Dave Chapin, Mayor
___________________________________
Tammy Nagel, Town Clerk
April 20, 2021 - Page 13 of 144
VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: March 16, 2021 Town Council Meeting Minutes
AT TAC H ME N TS:
Description
March 16, 2021 Town Council Meeting Minutes
April 20, 2021 - Page 14 of 144
Town Council Meeting Minutes of March 16, 2021 Page 1
Vail Town Council Meeting Minutes
Tuesday, March 16, 2021
6:00 P.M.
Due to the Town’s Disaster Declaration of March 17, 2020 related to the COVID-19 virus, the
meeting was held with virtual access provided through Zoom.
The regular meeting of the Vail Town Council was called to order at approximately 6:00 P.M. by
Mayor Chapin.
Members present: Dave Chapin, Mayor
Kim Langmaid, Mayor Pro Tem
Jenn Bruno
Travis Coggin
Kevin Foley
Jen Mason
Brian Stockmar
Staff members present: Scott Robson, Town Manager
Patty McKenny, Assistant Town Manager
Matt Mire, Town Attorney
Tammy Nagel, Town Clerk
1. Citizen Participation
2. Any action as a result of executive session
There was none.
3. Proclamations
3.1. Proclamation No. 2, Series of 2021, In Recognition of Vail's Trailblazer Award
Recipients Sally and Bill Hanlon
Presenter(s): Dave Chapin, Mayor
Background: Sally and Bill Hanlon were chosen as the sixth recipient of the Vail Trailblazer
Award
Jen Mason and Jenn Bruno too turns reading Proclamation No. 2, Series of 2021 into the
record.
Bill and Sally Hanlon stated they were very appreciative to be this year’s recipients.
4. Appointments for Boards and Commissions
4.1. Design and Review Board (DRB) Appointments
Presenter(s): Dave Chapin
April 20, 2021 - Page 15 of 144
Town Council Meeting Minutes of March 16, 2021 Page 2
Action Requested of Council: Motion to appoint two members to service on the DRB for a two
year term ending March 31, 2023
Langmaid made a motion to appoint Kit Austin and Peter Cope to serve a two-year term on the
DRB ending March 31, 2023; Foley second the motion passed (7-0).
4.2. Planning and Environmental Commission (PEC) Appointments
Presenter(s): Dave Chapin
Action Requested of Council: Motion to appoint three members to serve on the PEC for a two
year term ending March 31, 2023
Langmaid made a motion to appoint Brian Gillette, Karen Perez and Reid Phillips to serve a
two-year term on the PEC ending March 31, 2023; Foley seconded the motion passed (7-0).
5. Consent Agenda
5.1. February 2, 2021 Town Council Meeting Minutes
Foley made a motion to approve the February 2, 2021 meeting minutes; Langmaid seconded
the motion passed (7-0).
5.2. February 16, 2021 Town Council Meeting Minutes
Foley made a motion to approve the February 16, 2021 meeting minutes; Mason seconded the
motion passed (7-0).
5.3. Resolution No.13, Series of 2021, A Resolution Approving an Amended Operating
Plan and Budget of the Vail Local Marketing District, for its Fiscal Year January 1, 2021
Through December 31, 2021
Action Requested of Council: Approve, approve with amendments or deny Resolution No. 13,
Series of 2021.
Background: See memo
Staff Recommendation: Approve Resolution No. 13, Series of 2021.
Langmaid made a motion to approve Resolution No. 13, Series of 2021; Stockmar seconded
the motion passed (7-0).
5.4. Resolution No. 14 Series of 2021 an Amendment to the Vail Transportation Master
Plan’s Access Management Plan
Action Requested of Council: Approve, approve with modifications or deny Resolution No. 14,
Series of 2021
Background: The Town of Vail adopted the Vail Transportation Master Plan in 2009 which
included an Access Management Plan (AMP) for the South Frontage Road that was developed
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by the Town and CDOT. The Vail South Frontage Roundabout Project requires the Town to
amend to the AMP to show the newly approved access points.
Staff Recommendation: Approve Resolution No. 14 Series of 2021
Mason made a motion to approve Resolution No. 14, Series of 2021; Langmaid seconded the
motion passed (7-0).
5.5. Resolution No. 15, Series of 2021, A Resolution Approving an Amendment to a Grant
Agreement Between the Town of Vail and the State of Colorado Department of
Transportation
Action Requested of Council: Approve, approve with amendments or deny Resolution No. 15,
Series of 2021
Background: The Town of Vail and the Colorado Department of Transportation (“CDOT”)
entered in a grant agreement for Federal 5359(c) funds to purchase one replacement bus (40’
electric) dated February 21, 2019. The grant expires at the end of March and the Altoona
Testing Facility has not completed the testing on the Gillig BEB. Once the testing is finished it
can take up to 45 days to publish the report. It is for that reason the grant is being amended.
Staff Recommendation: Approve Resolution No. 15, Series of 2021.
Coggin made a motion to approve Resolution No. 15, Series of 2021; Mason seconded the
motion passed (7-0).
5.6. Public Works Shop Expansion Back Up Generator Award with Cummins Power.
Action Requested of Council: Authorize the Town Manager to enter into an agreement with
Cummins Power.
Background: As part of the Public Works shop expansion project a new emergency backup
generator will need to be purchased and installed. We have received a quote from Cummins
Power to purchase a new 750KW generator as per pricing from Sourcewell cooperative
purchasing for the amount of $227,000.
Staff Recommendation: Authorize the Town Manager to enter into an agreement, in a form
approved by the Town Attorney with Cummins Power in an amount not to exceed $227,000.
Coggin made a motion to authorize the Town Manager to enter into an agreement with
Cummins Power in an amount not to exceed $227,000; Foley seconded the motion passed (7-
0).
6. Town Manager Report
6.1. Verbal Update on Vail Ski Season Extension and Municipal Service
Robson provided an update on extension of ski season by one week and impact on municipal
services. Spring bus service would transition on April 12 as originally scheduled. Free parking in
the structures would begin April 12 as well. Robson stated the in-town bus would move back to
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the Meadow Drive route beginning on April 19. Robson reminded council that the outdoor mask
mandate zone was implemented in November to mirror protocols on the mountain. He
suggested revisiting this topic at the next meeting as well as updates on state protocols.
Additionally, the town's Annual Community Meeting will take place virtually on March 30 at 2 pm
and 6 pm.
7. Presentations / Discussion
7.1. East Vail Trails Update
Presenter(s): Dwight Henninger, Chief of Police, Gregg Barrie, Senior Landscape Architect,
Kristen Bertuglia, Director of Environmental Sustainability
Action Requested of Council: Provide direction if the Booth Lake Trailhead parking area should
be closed for the Summer of 2021
Background: In December of 2019, Council reviewed alternatives from the Trailhead Working
Group to managing the East Vail trailheads and particularly the Booth Lake trailhead. At that
time education and information was encouraged. In the fall of 2020 after a COVID impacted
high trail use year Council asked staff to reengage with the USFS and to work on the problem of
overcrowding at the trailheads. On 2/2/2021 Staff was directed to identify the pros and cons of
closing the Booth Lake Trailhead for a trial period during the summer 2021 hiking season.
Henninger reviewed staff’s recommendations and the pros and cons of closing the Booth Lake
Trailhead parking lot for trial period during the summer hiking season of 2021.
Pros of closing Booth Lake Trailhead Parking included:
Reduce traffic on Booth Falls Road
Enhance pedestrian safety with less vehicles on road
Reduce parking and congestion issues for residents
Slower average speeds of vehicles are to be expected as it will be primarily only
residents and their guests using the roadway.
Cons of closing trailhead parking:
Reduced customer service perception by hikers
Frustrations by citizens that drive from their homes in Vail to the trailhead.
Dogs are not allowed on TOV buses (due to federal regulations), so they would not be
able to use this trail, unless utilizing available parking at Vail Mountain School.
Limited ability to communicate with hikers from out of town, who are primarily driven to
site by social media platforms.
Might cause an increase in (illegal) parking pressures in other areas of Town and on
Frontage Road.
Council members were comfortable moving forward with the summer pilot closure of the
trailhead parking at Booth Lake
7.2. 2020 Update to the Climate Action Plan for Eagle County, including an accelerated
timeline to achieve greenhouse gas emission reduction goals.
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Presenter(s): Kristen Bertuglia, Environmental Sustainability Director and Kim Schlaepfer,
Walking Mountains Science Center Climate Action Collaborative Project Manager Action
Requested of Council: Listen to the presentation and provide direction.
Background: The Climate Action Plan for the Eagle County Community was adopted in 2016 by
Eagle County and by Town of Vail in 2017 through Resolution Number 2, Series 2017. In 2017
the Climate Action Collaborative was established to engage local governments and other
community partners, and to provide structure and resources to achieve emission reduction
targets. The Climate Action Plan was updated in 2020 with an accelerated timeline to reduce
county-wide emissions, and to better align with local, state and federal policies, goals and
initiatives. This presentation will provide an update on the Climate Action Plan, current
priorities, and strategies for implementation through the Climate Action Collaborative.
Staff Recommendation: Supports adoption of the 2020 Climate Action Plan Update.
Schlaepfer, project manager, presented an update on the 2020 Energy Efficiency Program.
Climate Action goal had been updated to align with the State of Colorado to target a 50%
reduction of emissions by 2030. Priority actions included:
100% renewable energy supply for the electric sector by 2020;
2% increase each year of electric vehicles registered in Eagle County;
80% organics diverted by 2030; and
beneficial electrification of existing buildings by 5% per year.
Council inquired about the expense of high-speed charging stations. Schlaepfer shared there
were fast chargers at every exit in Eagle County.
7.3. Update on the 2020 Energy Efficiency Program
Presenter(s): Kristen Bertuglia, Environmental Sustainability Director; Nikki Maline, Walking
Mountains Science Center Energy Programs Director; Melissa Kirr, Walking Mountains Science
Center Senior Director for Sustainability
Action Requested of Council: Listens to the presentation and provide feedback on the end of
year report.
Background: Town of Vail has partnered with EnergySmart Colorado through Walking
Mountains Science Center for the past four years to offer an energy efficiency program
accessible, available, and affordable to all residents and businesses of the Town of Vail. The
program includes free comprehensive home and business energy assessments and
administration of double rebates that leverage utility rebates and help homeowners and
businesses to reduce energy use by an average of 20% and save money. The EnergySmart
Colorado contract is in place for 2021 and work is currently underway. The 2021 program also
includes providing a limited number of free home assessments and double rebates to interested
Town of Vail employees.
Maline provide council an update on the 2020 Energy Efficiency Program. Town of Vail specific
incentives include:
Free home energy assessment
Up to $100 value in free quick fixes
Minimum $450 value to homeowner
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Double rebates
• Up to $1,000/year for homes
• Up to $2000/year for business
There were 39 free home energy assessments conducted in Vail in 2020. There were 9
residential rebates and 10 commercial rebates.
Council thanked Maline for all the good information and the aggressive rebate program.
8. Action Items
8.1. Ordinance No. 5, Series of 2021, First Reading, Budget Supplemental No. 1, an
ordinance making budget adjustments to the Town of Vail General Fund, Capital Projects
Fund, Real Estate Transfer Tax Fund, Housing Fund, Marketing Fund, Heavy Equipment
Fund, Debt Service Fund and Dispatch Services Fund of the 2021 Budget for the Town of
Vail.
Presenter(s): Carlie Smith, Financial Services Manager and Kathleen Halloran, Finance Director
Action Requested of Council: Approve, or approve with amendments Ordinance No. 5, Series
2021.
Background: Please see attached memorandum.
Staff Recommendation: Approve, or approve with amendments Ordinance No. 5, Series 2021.
Halloran provided a recap of year end results. Actual revenues decreased by just 7% in 2020.
No reserves were used for operations. Reserves increased $12.4 million town wide with total
available reserves of $90.3 million. The town received federal CARES Act funding of $2.8
million. Halloran reviewed the three major funds:
Revenue – increase due to lift tax (216k). All sales tax overage ($2.5M) wet to Capital
Projects Fund.
Expenditures - Savings in staffing: $533K ($800K town‐wide); special events $504K;
carryover of relief funds $606K; all other operations $921K; carry over of planning
projects $372K;
Fund Balance – Budgeted to use reserves by $1.0M; Actual results: put $2.4M back into
reserves, which total $38.7M at end of 2020 compared with target $15.3M or 35% of
revenue.
Halloran reviewed staff’s personnel request explaining the request would keep the town
competitive with other resort communities:
Adjust 2021 merit from 3% to the 2020 Original Budgeted amount (up to 4% + 0.5%
market adjustments).
All employees would be eligible for this 2021 performance‐based merit increase
For employees that did not receive merits in 2020, add back budget for a
performance‐based merit up to 4%. Not retro‐active
Council was supportive of the request and thought this was very important to stay competitive.
Smith finished reviewing Ordinance No. 5, Series of 2021 with council. The main purpose of this
supplemental was to re-appropriate funds for capital projects that were started in 2020 and are
continuing into 2021, or projects that did not begin as planned.
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There are also adjustments needed to reflect events or decisions that have occurred since the
2021 budget was finalized. The 2021 supplemental budget request proposes to increase
expenditures by $24.7 million. This includes a $748,000 adjustment to the town's compensation
plan which would include up to a 4% merit increase originally planned for 2020.
General Fund expenditures: increase by $1,032,846. This included:
$15,000 personnel costs for the Transit Host Program (January – March)
$17,000 increase in water expenses based on rate increases by Eagle River Water and
Sanitation District.
$30,000 for new COVID-19 signage in the villages.
$75,000 for a spring “Work from Vail’ marketing campaign to incentivize mid-week travel.
• This total cost includes $45,000 for a Feb 5th- April 9th digital marketing
campaign and
• $25,000 for gift cards (1,000 X$25.00) with an additional $5,000 for the Vail
Valley Partnership to administer the gift card program.
$61,000 for enhancements to village warming and seating areas.
• This includes $6,000 for dome decorations and maintenance;
• $20,000 for propane and gas for fire pits to be used in the winter months;
• $5,000 for Adirondack chairs for additional summer seating; and
• $20,000 for added seasonal lighting in November and December.
$544,907 related to the compensation request above
$8,000 to be used towards tuition assistance for town of Vail employees at the Children’s
Garden of Learning (CGL) as part of the CGL Council Contribution lease agreement
$172,149 to continue the West Vail Master Plan.
$25,000 to support the SummerVail Art Workshop Legacy Program.
$12,000 contribution to the Vail Valley Partnership’s “Vail Valley Works’ program
$79,790 transfer to the Marketing Fund to reflect funding paid in 2020 for the
Powabunga event that was cancelled and extended to winter 2021.
$5,000 for additional Town of Vail masks to be distributed to guests at the Welcome
Center
Capital Projects Fund: Budgeted revenues would be adjusted by $2,826,299. Staff requested to
supplement 2021 expenditures by a total of $12.9 million:
• $11.8 million represents projects budgeted in 2020 but not yet completed,
• bus replacements ordered in 2020 but delivered in 2021,
• a new parking management system,
• the continuation of electric bus infrastructure, and
• software upgrades to Seibert Fountain.
New requests/adjustments included the following:
$40,000 for a new police detective take-home vehicle.
$6,594 to replace police handheld devices with in-car computers utilized by patrol for the
electronic summons and penalty software.
$125,000 annual maintenance for data center equipment (Dell VXRail system).
$25,000 to reconfigure the Community Development cubicles to accommodate both
existing and incoming employees.
$8,000 decrease in the CGL council contribution budget for employee tuition assistance
to be paid from out of the General Fund.
Housing Fund: increased by $970,000.
• $280,000 for the sale of a 1-bedroom unit at Altair Vail in East Vail.
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• $690,000 reflected a transfer from the Capital Projects Fund directly offset by
expenditures for the Middle Creek Developments Fees.
This included $300,000 management fee and $390,000 in design and planning
costs.
Staff requested supplement budgeted expenditures by $6,269,475 of which $5,299,475
represented re-appropriations of the town’s housing programs. This included:
A carryforward of $4,633,186 allocated to the INDEED program.
$34,612 to go towards future Town of Vail rental inventory
$382,513 carryforward balance in the Buy Down Housing program.
$249,164 from the sale of the Homestead Peak unit in 2020 to go toward buy-down
housing projects.
Real Estate Transfer Tax (RETT) Fund: would be adjusted by $343,649. $335,782 of this is for
grant and revenue reimbursements originally budgeted and awarded in prior years but were
delayed due to project timing. These revenues would be directly offset by re-appropriated
project expenditures. This included:
• $300,000 from Eagle River Water and Sanitation District for the re-stabilization of Dowd
Junction retaining wall and bike path.
• $37,544 donation from East West Partners to continue the design and planning of a Ford
Park art space.
Staff requested to supplement expenditures by a total of $4.8 million, of which $3.9 million
represented projects budgeted in 2020. New requests/adjustments included the following:
$15,000 for a new Environment Waste Reduction intern.
$13,000 for the annual five-week Vail Business Recycling Challenge.
$29,224 relating to compensation request above for employees in Parks, Environmental,
Wildland and AIPP departments.
$1,000 for Vail residents to participate in the Electronic Vehicle bulk purchase program
$650 for environmental annual memberships including ICLEI Local Governments for
Sustainability Membership dues ($600) and Recycling Colorado membership dues ($50)
$34,000 to partner with the Eagle Valley Wild (EVW) and Blue Productions on two
webcam environmental projects.
This includes placing a webcam at the international bridge to monitor fish,
aquatic birds along and a webcam on the East Vail bighorn sheep.
In addition, the town will also partner with Colorado Park and Wildlife to produce
a short documentary about the E. Vail Bighorn sheep. The town will be
responsible for all equipment and production.
$17,000 to go towards the new Eagle County e-bike ownership model program.
$15,130 to partner with Eagle County to expand the US Forest Service Front Ranger
program.
$15,000 to install an advanced oxidation commercial sanitation system in the Sun Bird
Park fountain to keep the water safe for kids playing the fountain.
$10,000 to the continue the turf grass reduction project. The turf grass reduction
program was piloted at the Buhffer Creek park in 2019.
$25,000 for the Lucid energy management software licensing
$20,000 to integrate the Love Vail website onto the town’s new website platform
$216,000 for a cost share with VRD for replacement of the Vail Golf Course greens as
approved by Council on March 2nd.
$29,224 (includes both salary and benefits) relating to compensation request above.
$99,902 increase in Forest Health salaries and benefits left out of the original 2021
budget in error as a result of more accurately reflecting personnel costs in the Real
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Estate Transfer Tax Fund previously accounted for in the General Fund.
$337,706 increase in parks department salary and benefits left out of the original 2021
budget in error as a result of more accurately reflecting Public Works administrative and
streets department costs in the Real Estate Transfer Tax Fund previously accounted for
in full in the General Fund.
Marketing Fund: increased budgeted revenue by a $91,790 transfer from the General Fund to
be offset by corresponding expenditures. This included:
• $12,000 for the Vail Valley Works program to be funded by the Education and
Enrichment category and
• $79,780 to re-appropriate a 2020 Commission on Special Events contribution for
Powabunga to be used towards event expenditures for the re-scheduled event in winter
2021.
Heavy Equipment Fund: requested to re-appropriate $130,388 for a fleet service truck ordered
in 2020 but arriving in March. Staff also requested $24,155 (included both salary and benefits)
relating to compensation request above.
Dispatch Services Fund: requesting to re-appropriate $275,972 to continue to update county-
wide Computer Aided Dispatch management system. Staff also requested $50,164 (includes
both salary and benefits) relating to compensation request above.
Council thanked Halloran and Smith for the encouraging financial report.
There was no public comment.
Langmaid made a motion to approve Ordinance No. 5, Series of 2021 upon first reading;
Coggin seconded the motion passed (7-0).
8.2. Ordinance No. 6, Series of 2021, First Reading, An Ordinance Conveying a Certain
Parcel of Land to the Colorado Department ("CDOT") of Transportation
Presenter(s): Tom Kassmel, Town Engineer
Action Requested of Council: Approve, approve with amendments or deny Ordinance No. 6,
Series of 2021 upon first reading.
Background: The Town of Vail has approved the construction of the South Frontage Road
Roundabout Project which requires the Town to transfer a small parcel of Town property to
CDOT to accommodate the new roundabout within CDOT Right of Way.
Staff Recommendation: Approve, approve with amendments or deny Ordinance No. 6, Series of
2021.
Kassmel reviewed Ordinance No. 6, Series of 2021 with council stating the town had budgeted
for and approved the construction of the South Frontage Road Roundabout Project this year
which included the widening of the South Frontage Road to 4 lanes with landscape medians,
sidewalks and a roundabout. In order to accommodate the roundabout with the CDOT Right of
Way, the town would need to transfer 643 square feet of town property to CDOT. This portion of
town property was located at the southwest corner of the Town Municipal property. Kassmel
explained the property to be transferred must be transferred by town ordinance.
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There was no public comment.
Coggin made a motion to approve Ordinance No. 6, Series of 2021 upon first reading; Stockmar
seconded the motion passed (7-0).
9. Public Hearings
9.1. Ordinance No. 4, Series of 2021, Second reading, An Ordinance Amending Title 6 of
the Vail Town Code by the Addition of a New Chapter 4B Regarding the Sale of Dogs and
Cats Born or Raised in Inhumane Commercial Breeding Facilities
Presenter(s): Matt Gennett, Director of Community Development
Action Requested of Council: Approve, approve with modifications, or deny Ordinance No. 4,
Series of 2021, upon second reading.
Background: The Community Development Department is proposing to update the Vail Town
Code to add a new Article B to Chapter 4 of Title 6 of the Vail Town Code to outlaw the sale of
dogs and cats from puppy and kitten mills as it is an unwholesome business practice and not in
the best interest of the public welfare of the Town.
Staff Recommendation: Approve Ordinance No. 4, Series of 2021 upon second reading.
Gennett reviewed Ordinance No. 4, Series of 2021with council stating there were no changes
since the first reading.
Stockmar confirmed there were no current applications submitted for this type of business with
the town. Gennett confirmed he was correct.
Coggin inquired if council would consider expanding this ordinance to include the sale of all
living animals. All council members agreed.
Coggin made a motion to table Ordinance No. 4, Series of 2021 to the April 6, 2021 town
council meeting; Stockmar seconded the motion passed (7-0).
There being no further business to come before the council, Foley moved to adjourn the
meeting; Stockmar seconded the motion which passed (7-0) and the meeting adjourned at 8:48
p.m.
Respectfully Submitted,
Attest: __________________________________
Dave Chapin, Mayor
___________________________________
Tammy Nagel, Town Clerk
April 20, 2021 - Page 24 of 144
VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: Resolution 18, 2021 A Resolution A pproving a 5311 F ormula Operating Grant
Contract with the Colorado Department of Transportation
AC T IO N RE Q UE S T E D O F C O UNC I L: A pprove, approve with amendments or deny
Resolution No. 18, Series of 2021
B AC K G RO UND: The Town of Vail and the Colorado Department of Transportation wish to enter
into an agreement with the purpose of providing capital, planning and operating assistance to
support public transportation.
S TAF F RE C O M M E ND AT IO N: Staff recommends to approve Resolution No. 18, S eries of
2021.
AT TAC H ME N TS:
Description
Resolution 18, Series 2021
exhibit A
April 20, 2021 - Page 25 of 144
RESOLUTION NO. 18
Series of 2021
A RESOLUTION APPROVING A STATE OF COLORADO SUBAWARD
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 an agreement with the purpose of providing capital, planning and operating
assistance to support public transportation pursuant to the terms set forth in Exhibit A,
attached hereto and incorporated herein by this reference (the "Agreement"),
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 20th day of April 2021.
__________________________
Dave Chapin, Town Mayor
ATTEST:
_____________________________
Tammy Nagel, Town Clerk
April 20, 2021 - Page 26 of 144
Contract Number: 21-HTR-ZL-00247/491002537 Page 1 of 44 Version 10/23/19
STATE OF COLORADO SUBAWARD AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number / PO Number
21-HTR-ZL-00247 / 491002537
Subrecipient
TOWN OF VAIL
Agreement Performance Beginning Date
The Effective Date
Initial Agreement Expiration Date
December 31, 2021 Subaward Agreement Amount
Federal Funds
Maximum Amount (%)
Local Funds
Local Match Amount (%)
Agreement Total
$229,274.00
$229,274.00
$458,548.00
Fund Expenditure End Date
December 31, 2021
Agreement Authority
Authority to enter into this Agreement exists in
CRS §§43-1-106, 43-1-110, 43-1-117.5, 43-1-701,
43-1-702 and 43-2-101(4)(c), appropriated and
otherwise made available pursuant to the FAST
ACT, MAP-21, SAFETEA_LU, 23 USC §104 and
23 USC §149.
Agreement Purpose
In accordance with 49 USC §5311, the purpose of this Agreement is to provide capital, planning, and
operating assistance to states to support public transportation in rural areas with populations less than 50,000,
where many residents often rely on public transit to reach their destinations. The work to be completed under
this Agreement by the Subrecipient is more specifically described in Exhibit A.
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 – Federal Provisions.
4. Exhibit D – Required Federal Contract/Agreement Clauses.
5. Exhibit E – Verification of Payment.
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 – Federal Provisions.
2. Exhibit D – Required Federal Contract/Agreement Clauses.
3. Colorado Special Provisions in §17 of the main body of this Agreement.
4. The provisions of the other sections of the main body of this Agreement.
5. Exhibit A – Statement of Work and Budget.
6. Executed Option Letters (if any).
Principal Representatives
For the State:
Brodie Ayers
Division of Transit and Rail
Colorado Dept. of Transportation
2829 W. Howard Place
Denver, CO 80204
brodie.ayers@state.co.us
For Subrecipient:
Chris Southwick
TOWN OF VAIL
75 SOUTH FRONTAGE ROAD W
VAIL, CO 81657
csouthwick@vailgov.com
DocuSign Envelope ID: EA24F60A-D4FB-4ED7-86AA-14B632438AC0
April 20, 2021 - Page 27 of 144
Contract Number: 21-HTR-ZL-00247/491002537 Page 2 of 44 Version 10/23/19
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.
SUBRECIPIENT
TOWN OF VAIL
__________________________________________
__________________________________________
By: Print Name of Authorized Individual
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
__________________________________________
By: Herman Stockinger, Deputy Director and
Director of Policy
Date: _________________________
2nd State or Subrecipient Signature if needed
__________________________________________
__________________________________________
By: Print Name of Authorized Individual
Date: _________________________
LEGAL REVIEW
Philip J. Weiser, Attorney General
__________________________________________
By: Assistant Attorney General
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:_____________________
DocuSign Envelope ID: EA24F60A-D4FB-4ED7-86AA-14B632438AC0
April 20, 2021 - Page 28 of 144
Contract Number: 21-HTR-ZL-00247/491002537 Page 3 of 44 Version 10/23/19
TABLE OF CONTENTS
1. PARTIES................................................................................................................................................. 3
2. TERM AND EFFECTIVE DATE .......................................................................................................... 3
3. DEFINITIONS ........................................................................................................................................ 4
4. STATEMENT OF WORK AND BUDGET ........................................................................................... 6
5. PAYMENTS TO SUBRECIPIENT ........................................................................................................ 6
6. REPORTING - NOTIFICATION ........................................................................................................... 8
7. SUBRECIPIENT RECORDS ................................................................................................................. 9
8. CONFIDENTIAL INFORMATION - STATE RECORDS .................................................................... 9
9. CONFLICTS OF INTEREST ............................................................................................................... 10
10. INSURANCE ........................................................................................................................................ 11
11. BREACH OF AGREEMENT ............................................................................................................... 12
12. REMEDIES ........................................................................................................................................... 12
13. DISPUTE RESOLUTION .................................................................................................................... 14
14. NOTICES and REPRESENTATIVES .................................................................................................. 14
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ...................................................... 14
16. GENERAL PROVISIONS .................................................................................................................... 15
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ..................................... 17
1. PARTIES
This Agreement is entered into by and between Subrecipient named on the Cover Page for this Agreement (the
“Subrecipient”), and the STATE OF COLORADO acting by and through the State agency named on the Cover
Page for this Agreement (the “State”). Subrecipient 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 Subrecipient for any Work performed or expense incurred before the Effective Date, except as described
in §5.D, or after the Fund Expenditure End Date.
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 Subrecipient in a form substantially equivalent to the Sample Option
Letter attached to this Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any E xtension Term then in place, the State, at
its discretion, upon written notice to Subrecipient 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 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.
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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 Subrecipient, which shall be governed by §12.A.i.
i. Method and Content
The State shall notify Subrecipient 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, Subrecipient 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 Subrecipient 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 Subrecipient for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Subrecipient which are directly attributable to the
uncompleted portion of Subrecipient’s obligations, provided that the sum of any and all reimbursement
shall not exceed the Subaward Maximum Amount payable to Subrecipient hereunder.
F. Subrecipient’s Termination Under Federal Requirements
Subrecipient may request termination of this Agreement by sending notice to the State, or to the Fede ral
Awarding Agency with a copy to the State, which includes the reasons for the termination and the effective
date of the termination. If this Agreement is terminated in this manner, then Subrecipient 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 subaward agreement, including all attached Exhibits, all documents incorporated
by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award.
The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of
the Federal Award specifically indicate otherwise.
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 against Subrecipient, or the appointment of
a receiver or similar officer for Subrecipient 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 Subrecipient is debarred or
suspended under §24-109-105, C.R.S., at any time during the term of this Agreement, then such debarme nt
or suspension shall constitute a breach.
D. “Budget” means the budget for the Work described in Exhibit A.
E. “Business Day” means any day other than Saturday, Sunday, or a legal holiday as listed in §24-11-101(1),
C.R.S.
F. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S.
G. “Deliverable” means the outcome to be achieved or output to be provided, in the form of a tangible or
intangible Good or Service that is produced as a result of Subrecipient’s Work that is intended to be delivered
by Subrecipient.
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H. “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 Page for this Agreement.
I. “End of Term Extension” means the time period defined in §2.D.
J. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page
for this Agreement.
K. “Extension Term” means the time period defined in §2.C.
L. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract, under
the Federal Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the
Recipient. “Federal Award” also means an agreement setting forth the te rms and conditions of the Federal
Award. The term does not include payments to a Subrecipient or payments to an individual that is a
beneficiary of a Federal program.
M. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipi ent. Federal
Transit Administration (FTA) is the Federal Awarding Agency for the Federal Award which is the subject of
this Agreement.
N. “FTA” means Federal Transit Administration.
O. “Goods” means any movable material acquired, produced, or delivered by Subrecipient as set forth in this
Agreement and shall include any movable material acquired, produced, or delivered by Subrecipient in
connection with the Services.
P. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or ot herwise 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.B.
S. “Master Agreement” means the FTA Master Agreement document incorporated by reference and made part
of FTA’s standard terms and conditions governing the administration of a project supported with federal
assistance awarded by FTA.
T. “Matching Funds” (Local Funds, or Local Match) means the funds provided by Subrecipient as a match
required to receive the Grant Funds and includes in -kind contribution.
U. “Party” means the State or Subrecipient, and “Parties” means both the State and Subrecipient.
V. “PII” means personally identifiable information including, without limitation, any information maintained
by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name,
social security number, date and place of birth, mother’s maide n name, or biometric records. 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.
W. “Recipient” means the State agency shown on the Signature and Cover Page s of this Agreement, for the
purposes of this Federal Award.
X. “Services” means the services to be performed by Subrecipient as set forth in this Agreement and shall
include any services to be rendered by Subrecipient 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 Info rmation 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 Subrecipient which (i) is subject to disclosure pursuant
to CORA; (ii) is already known to Subrecipient without restrictions at the time of its disclosure to
Subrecipient; (iii) is or subsequently becomes publicly available without breach of any obligation owed by
Subrecipient to the State; (iv) is disclosed to Subrecipient, without confidentiality obligations, by a third party
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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.
CC. “Subaward Maximum Amount” means an amount equal to the total of Grant Funds for this Agreement.
DD. “Subcontractor” means any third party engaged by Subrecipient to aid in performance of the Work.
“Subcontractor” also includes sub -recipients of Grant Funds.
EE. “Subrecipient” means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a
Federal program but does not include an individual that is a beneficiary of such program. A Subrecipient may
also be a recipient of other Federal Awards directly from a Federal Awarding Agency. For the purposes of
this Agreement, Contractor is a Subrecipient.
FF. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly known as the
“Super Circular, which supersedes requirements from OMB Circulars A -21, A-87, A-110, A-122, A-89, A-
102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up.
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, 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 elsewhere in this Agreement or in an Exhibit shall be
construed and interpreted as defined in that section.
4. STATEMENT OF WORK AND BUDGET
Subrecipient 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 Subrecipient for the d elivery of any goods or the
performance of any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO SUBRECIPIENT
A. Subaward Maximum Amount
Payments to Subrecipient are limited to the unpaid, obligated balance of the Grant Funds. The State shall not
pay Subrecipient any amount under this Agreement that exceeds the Subaward Maximum Amount shown on
the Cover Page of this Agreement as “Federal Funds Maximum Amount”.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Subrecipient in the amounts and in accordance with the schedule and other
conditions set forth in Exhibit A.
b. Subrecipient 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 Subrecipient 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 Subrecipient 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.
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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. Subrecipient shall invoice the State separately for accrued interest on
delinquent amounts, and the invoice shall reference the delinquent payment, the number of days’ interest
to be paid and the interest rate.
iii. Payment Disputes
If Subrecipient disputes any calculation, determination or amount of any payment, Subrecipient shall
notify the State in writing of its dispute within 30 days following the ea rlier to occur of Subrecipient’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 Subrecipient 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 Subrecipient 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 Subrecipient 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. Federal Recovery
The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State
to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance
recovery is to be made within the Record Retention Period, as defined below.
C. Matching Funds
Subrecipient shall provide Matching Funds as provided in Exhibit A. Subrecipient 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. Subrecipient’s obligation to pay 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 the authorized representatives of Subrecipient and paid into Subrecipient’s treasury or bank account.
Subrecipient represents to the State that the amount designated “Subrecipient’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. Subrecipient 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 Subrecipient. Subrecipient shall not pay or be liable for any claimed interest, late charges, fees,
taxes or penalties of any nature, except as required by Subrecipient’s laws or policies.
D. Reimbursement of Subrecipient Costs
i. The State shall reimburse Subrecipient for the federal share of properly documented allowable costs
related to the Work after review and approval thereof, subject to the provisions of §5, this Agreement,
and Exhibit A. However, any costs incurred by Subrecipient 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. The State shall pay Subrecipient for costs or expenses incurred or performance by the
Subrecipient prior to the Effective Date, only if (1) the Grant Funds involve federal funding and (2)
federal laws, rules, and regulations applicable to the Work provide for such retroactive payments to the
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Subrecipient. Any such retroactive payments shall comply with State Fiscal Rules and be ma de in
accordance with the provisions of this Agreement.
ii. The State shall reimburse Subrecipient’s allowable costs, not exceeding the Subaward Maximum
Amount shown 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 Subrecipient may adjust the amounts between
each line item of Exhibit A without formal modification to this Agreement as long as the Subrecipient
provides notice to the State of the change, the change does not modify the Subaward Maximum Amount
or the Subaward Maximum Amount for any federal fiscal year or 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 Subrecipient (i.e. the price paid minus any items of value received by
Subrecipient that reduce the cost actually incurred).
iv. Subrecipient’s costs for Work performed after the Fund Expenditure End Date shown on the Cover Page
for this Agreement, or after any phase performance period end date for a respective phase of the Work,
shall not be reimbursable. Subrecipient 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
Subrecipient 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, Subrecipient shall submit to the State all Deliverables
(including documentation) as defined in this Agreement and Subrecipient’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 Cover Page for this
Agreement due to Subrecipient’s failure to submit required documentation, then Subrecipient may be
prohibited from applying for new Federal Awards through the State until such documentation is su bmitted
and accepted.
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, Subrecipient shall submit, on a quarterly basis, a written rep ort 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
If Subrecipient 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 Subrecipient’s ability to perform its obligations under this Agreement, Subrecipient shall, within 10
days after being served, notify the State of such action and deliver copies of such pleading or document to
the State’s Principal Representative identified on the Cover Page for this Agreement.
C. Performance and Final Status
Subrecipient shall submit all financial, performance and other report s 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 Subrecipient’s performance and the final status
of Subrecipient’s obligations hereunder.
D. Violations Reporting
Subrecipient shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all
violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting
the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance
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allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or
debarment.
7. SUBRECIPIENT RECORDS
A. Maintenance
Subrecipient 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
limited to the operation of programs) or Goods hereunder (collectively, the “Subrecipient Records”).
Subrecipient 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, respectively (the “Record Retention Period”). 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 or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit,
oversight or indirect costs, and the State, may notify Subrecipient 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
Subrecipient 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 Subrecipient Records during
the Record Retention Period. Subrecipient shall make Subrecipient Records available during normal business
hours at Subrecipient’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.
C. Monitoring
The State, the federal government, and any other duly authorized agent of a governmental agency, in its
discretion, may monitor Subrecipient’s performance of its obligations under this Agreement using procedures
as determined by the State or that governmental entity. Subrecipient shall allow the State to perform all
monitoring required by the Uniform Guidance, based on the State’s risk analysis of Subrecipient and this
Agreement. The State shall have the right, in its sole discretion, to change its monitoring procedure s and
requirements at any time during the term of this Agreement. The State shall monitor Subrecipient’s
performance in a manner that does not unduly interfere with Subrecipient’s performance of the Work.
D. Final Audit Report
Subrecipient shall promptly submit to the State a copy of any final audit report of an audit performed on
Subrecipient’s records that relates to or affects this Agreement or the Work, whether the audit is conducted
by Subrecipient or a third party. Additionally, if Subrecipient is r equired to perform a single audit under 2
CFR 200.501, et. seq., then Subrecipient shall submit a copy of the results of that audit to the State within
the same timelines as the submission to the federal government.
8. CONFIDENTIAL INFORMATION - STATE RECORDS
A. Confidentiality
Subrecipient shall keep confidential, and cause all Subcontractors to keep confidential, all State Records,
unless those State Records are publicly available. Subrecipient 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.
Subrecipient shall provide for the security of all State Confidential Information in accordance with all
applicable laws, rules, policies, publications, and guidelines. Subrecipient shall immediately forward any
request or demand for State Records to the State’s Principal Representative identified on the Cover Page of
the Agreement.
B. Other Entity Access and Nondisclosure Agreements
Subrecipient 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.
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Subrecipient 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. Subrecipient 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
Subrecipient 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. Subrecipient shall provide the
State with access, subject to Subrecipient’s reasonable security requirements, for purposes of inspecting and
monitoring access and use of State Confidential Information and evaluating security control effectiveness.
Upon the expiration or termination of this Agreement, Subrecipient shall return State Records provided to
Subrecipient or destroy such State Records and certify to the State that it has done so, as directed by the State.
If Subrecipient is prevented by law or regulation from returning or destroying State Confidential Info rmation,
Subrecipient warrants it will guarantee the confidentiality of, and cease to use, such State Confidential
Information.
D. Incident Notice and Remediation
If Subrecipient becomes aware of any Incident, Subrecipient shall notify the State immediatel y and cooperate
with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined
by the State. Unless Subrecipient can establish that Subrecipient and its agents, employees, and
Subcontractors are not the cause or source of the Incident, Subrecipient shall be responsible for the cost of
notifying each person who may have been impacted by the Incident. After an Incident, Subrecipient 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 Subrecipient shall make all modifications as directed by the State. If Subrecipient 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 Subrecipient shall reimburse the State for the reasonable costs
thereof. The State may, in its sole discretion and at Subrecipient’s sole expense, require Subrecipient to
engage the services of an independent, qualified, State-approved third party to conduct a security audit.
Subrecipient shall provide the State with the results of such audit and evidence of Subrecipient’s planned
remediation in response to any negative findings.
E. Data Protection and Handling
Subrecipient shall ensure that all State Records and Work Product in the possession of Subrecipient 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 Subrecipient or any of its Subcontractors will or may receive PII under this Agreement, Subrecipient 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. Subrecipient 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.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Subrecipient 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 Subrecipient under this Agreement. Such a conflict of
interest would arise when a Subrecipient 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.
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B. Apparent Conflicts of Interest
Subrecipient 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, Subrecipient shall refrain
from any practices, activities or relationships that reasonably appear to be in conflict with the full
performance of Subrecipient’s obligations under this Agreement.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Subrecipient is uncertain whether a conflict or the
appearance of a conflict has arisen, Subrecipient 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. Subrecipient acknowledges that all State employees are subject to the ethical principles described in §24-18-
105, C.R.S. Subrecipient 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 Subrecipient employs or contracts with any State employee, any former State
employee within six months following such employee’s termination of employment with the State, or any
immediate family member of such current or former State employee. Subrecipient 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. Subrecipient may also be subject to such penalties as are allowed by law.
10. INSURANCE
Subrecipient 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 Subrecipient 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 .
D. 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 Subrecipient
and Subcontractors.
E. Primacy of Coverage
Coverage required of Subrecipient and each Subcontractor shall be primary over any insurance or self-
insurance program carried by Subrecipient or the State.
F. 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 Subrecipient and
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Subrecipient shall forward such notice to the State in accordance with §14 within seven days of
Subrecipient’s receipt of such notice.
G. Subrogation Waiver
All insurance policies secured or maintained by Subrecipient 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 Subrecipient or the State, its agencies, institutions, organizations, officers, agents,
employees, and volunteers.
H. Public Entities
If Subrecipient is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24 -
10-101, et seq., C.R.S. (the “GIA”), Subrecipient 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, Subrecipient shall ensure that the Subcontractor maintain at all times during the
terms of this Subrecipient, 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.
I. Certificates
For each insurance plan provided by Subrecipient under this Agreement, Subrecipient shall provide to the
State certificates evidencing Subrecipient’s insurance coverage required in this Agreement prior to the
Effective Date. Subrecipient shall provide to the State certificates evidencing Subcontractor insurance
coverage required under this Agreement prior to the Effective Date, except that, if Subrecipient’s subcontract
is not in effect as of the Effective Date, Subrecipient shall provide to the State certificates showing
Subcontractor insurance coverage required under this Agreement within seven Business Days following
Subrecipient’s execution of the subcontract. No later than 15 days before the expiration date of Subrecipient’s
or any Subcontractor’s coverage, Subrecipient 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,
Subrecipient 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 to the other
Party. If the notified Party does not cure the Breach of Agreement, 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 Subrecipient 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. State’s Remedies
If Subrecipient 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
In the event of Subrecipient’s uncured breach, the State may terminate this entire Agreement or any part
of this Agreement. Additionally, if Subrecipient fails to comply wi th any terms of the Federal Award,
then the State may, in its discretion or at the direction of a Federal Awarding Agency, terminate this
entire Agreement or any part of this Agreement. Subrecipient shall continue performance of this
Agreement to the extent not terminated, if any.
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a. Obligations and Rights
To the extent specified in any termination notice, Subrecipient 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, Subrecipient 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, Subrecipient shall assign to the State
all of Subrecipient’s rights, title, and interest in and to such terminated orders or subcontracts. Upon
termination, Subrecipient shall take timely, reasonable and necessary action to protect and preserve
property in the possession of Subrecipient but in which the State has an interest. At the State’s
request, Subrecipient shall return materials owned by the State in Subrecipient’s possession at the
time of any termination. Subrecipient 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 Subrecipient for accepted Work
received as of the date of termination. If, after termination by the State, the State agrees that
Subrecipient was not in breach or that Subrecipient’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, Subrecipient shall remain liable to the State
for any damages sustained by the State in connection with any breach by Subrecipient, and the State
may withhold payment to Subrecipient for the purpose of mitigating the State’s damages until such
time as the exact amount of damages due to the State from Subrecipient is determined. The State
may withhold any amount that may be due Subrecipient 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:
a. Suspend Performance
Suspend Subrecipient’s performance with respect to all or any portion of the Work pending
corrective action as specified by the State without entitling Subrecipient to an adjustment in price
or cost or an adjustment in the performance schedule. Subrecipient 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 Subrecipient after the suspension of performance.
b. Withhold Payment
Withhold payment to Subrecipient until Subrecipient corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Subrecipient’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 Subrecipient’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, Subrecipient
shall, as approved by the State (i) secure that right to use such Work for the State and Subrecipient;
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(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. Subrecipient’s Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach, Subrecipient,
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
Subrecipient for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Subrecipient
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., (collectively, the “Resolution Statutes”), except that if Subrecipient wishes to
challenge any decision rendered by the Procurement Official, Subrecipient’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 Subrecipient 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 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
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 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
Subrecipient agrees to provide to the State a royalty-free, non-exclusive and irrevocable license to reproduce
publish or otherwise use and to authorize others to use the Work Product described herein, for the Federal
Awarding Agency’s and State’s purposes. All Work Product shall be delivered to the State by Subrecipient
upon completion or termination hereof.
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 Subrecipient are the exclusive
property of the State (collectively, “State Materials”). Subrecipient shall not use, willingly allow, cause or
permit Work Product or State Materials to be used for any purpose other than the performance of
Subrecipient’s obligations in this Agreement without the prior written consent of the State. Upon termination
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of this Agreement for any reason, Subrecipient 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 Subrecipient
Subrecipient retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or
licensed to Subrecipient 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
Subrecipient under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable
(collectively, “Subrecipient Property”). Subrecipient 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
Subrecipient’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 Subrecipient’s rights and obligations approved by the
State shall be subject to the provisions of this Agreement.
B. Subcontracts
Subrecipient shall not enter into any subaward or subcontract in connection with its obligations under this
Agreement without the prior, written approval of the State. Subrecipient shall submit to the State a copy of
each such subaward or subcontract upon request by the State. All subawards and subcontracts entered into
by Subrecipient 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 o f this Agreement. If the entity with whom Subrecipient enters into a subcontract or
subaward would also be considered a Subrecipient, then the subcontract or subaward entered into by
Subrecipient shall also contain provisions permitting both Subrecipient and the State to perform all
monitoring of that Subcontractor in accordance with the Uniform Guidance.
C. Binding Effect
Except as otherwise provided in §16.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
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.
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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 Subrecipient’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 Subrecipient. Subrecipient shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that Subrecipient 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 §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
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
Subrecipient shall perform its obligations under this Agreement in accordance with the highest standards of
care, skill and diligence in Subrecipient’s industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations
i. Subrecipient 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 require d 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
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Subcontractor, all license, certifications, permits and other authorizations required to perform their
obligations in relation to this Agreement.
ii. Subrecipient, 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
Subrecipient shall comply with all applicable requirements of Exhibits C and D 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 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 fun ds 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.
Subrecipient shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Subrecipient nor any agent or employee of Subrecipient shall be deemed to be an agent or employee of the
State. Subrecipient shall not have authorization, express or implied, to bind the State to any agreement,
liability or understanding, except as expressly set forth herein. Subrecipient 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 Subrecipient or any of its agents or
employees. Subrecipient shall pay when due all applicable employment taxes and income taxes and
local head taxes incurred pursuant to this Agreement. Subrecipient 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.
Subrecipient 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.
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G. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold Subrecipient harmless;
requires the State to agree to binding arbitration; limits Subrecipient’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 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.
Subrecipient hereby certifies and warrants that, during the term of this Agreement and any extensions,
Subrecipient has and shall maintain in place appropriate systems and controls to prevent such improper use
of public funds. If the State determines that Subrecipient 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. Subrecipient has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or degree with t he performance of
Subrecipient’s services and Subrecipient 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 Subrecipient in error for any reason,
including, but not limited to, overpayments or impro per payments, and unexpended or excess funds received
by Subrecipient by deduction from subsequent payments under this Agreement, deduction from any payment
due under any other contracts, grants or agreements between the State and Subrecipient, 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] Subrecipient certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will perfor m 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., Subrecipient 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 Subrecipient that the Subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement. Subrecipient (i) shall not use E-Verify
Program or the program procedures of the Colorado Department of Labor and Employment (“Department
Program”) to undertake pre-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 Subrecipient 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 Subrecipient
participates in the Department program, Subrecipient shall deliver to the contracting State agency, Institution
of Higher Education or political subdivision, a written, notarized affirmation, affirming that Subrecipient has
examined the legal work status of such employee, and shall comply with all of the other requirements of the
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Department program. If Subrecipient 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, Subrecipient shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Subrecipient, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty
of perjury that Subrecipient (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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EXHIBIT A, STATEMENT OF WORK AND BUDGET
Project Description* 2021 5311 Operating
Federal Awarding Agency Federal Transit Administration (FTA)
Federal Regional Contact Cindy Terwilliger
Federal Award Date To Be Determined
Project End Date December 31, 2021
FAIN To Be Determined CFDA# 20.509
CFDA Title Formula Grants for Rural Areas Program
Subrecipient Vail, Town of DUNS # 075753293
Contact Name Chris Southwick Vendor # 2000003
Address 75 South Frontage Road
Vail, CO 81657-5096
Phone # (908) 752-2759
Email csouthwick@vailgov.com Indirect Rate N/A
Total Project Budget $458,548.00
Budget WBS** ALI Federal Funds Local Funds Total
Operating 21-11-4041.VAIL.600 30.09.01 50% $229,274.00 50% $229,274.00 $458,548.00
Total Project Amount Encumbered via this Subaward Agreement $458,548.00
*This is not a research and development grant.
**The WBS numbers may be replaced without changing the amount of the subaward at CDOT’s discretion.
A. Project Description
Town of Vail shall maintain the existence of public transportation services through the following goals:
1. Enhance access to health care, education, employment, public services, recreation, social
transactions, and other basic needs;
2. Assist in the maintenance, development, improvement and use of public transportation in their
Transportation Planning Region (TPR);
3. 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
4. Encourage mobility management, employment-related transportation alternatives, joint
development practices, and transit-oriented development.
This funding is provided to support the services described above for calendar year 2021 (January 1 – December 31).
B. Performance Standards
1. Project Milestones
Milestone Description Original Estimated
Completion Date
Submit Reimbursement Request in COTRAMS Monthly
Submit Progress Reports to GU Manager Quarterly
Submit Final Reimbursement Request in COTRAMS 3/1/2022
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 Subaward Agreement: December 31, 2021.
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2. Performance will be reviewed throughout the duration of this Subaward 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 pro blems will be resolved; and/or
d. Expected impacts and the efforts to recover from delays.
3. Town of Vail will report on quarterly performance using the Program Measure Report in
COTRAMS:
a. Performance measures established for the FTA Section 5311 Program (Funds Expended,
Fare Revenues, Sources of Expended Funds, Service Data, and Volunteer Resources) will
be tracked and reported on by Town of Vail; and
4. Performance will be reviewed based on:
a. Completion of 5311 Program Measure Reports/Quarterly Reports in COT RAMS, and
b. Completion of annual National Transit Database (NTD) Report.
5. Town of Vail will assist with DBE reporting to FTA using the Quarterly FTA DBE Report in
COTRAMS:
a. Contracts awarded, payments made, and contracts completed between Town of Vail and
prime contractors; and
b. Contracts awarded, payments made, and contracts completed between Town of Vail’s
prime contractors and their subcontractors.
6. Reports will be submitted in COTRAMS by Town of Vail on or before the following due dates:
a. Quarter 1 (for January 1-March 31 reporting period) due April 28 th;
b. Quarter 2 (for April 1-June 30 reporting period) due July 28th;
c. Quarter 3 (for July 1-September 30 reporting period) due October 28th;
d. Quarter 4 (for October 1-December 31 reporting period) due January 28th.
C. Project Budget
1. The Total Project Budget is $458,548.00. CDOT will pay no more than 50% of the eligible, actual
operating costs, up to the maximum amount of $229,274.00. CDOT will retain any remaining
balance of the federal share of FTA-5311 Funds. Town of Vail shall be solely responsible for all
costs incurred in the project in excess of the amount paid by CDOT from Federal Funds for the
federal share of eligible, actual costs. For CDOT accounting purposes, the Federal Funds of
$229,274.00 (50%) for operating costs, and matching Local Funds of $229,274.00 (50%) for
operating costs, will be encumbered for this Subaward Agreement.
2. No refund or reduction of the amount of Town of Vail’s share to be provided will be allowed
unless there is at the same time a refund or reduction of the federal share of a proportionate
amount.
3. Town of Vail may use eligible federal funds for the Local Funds share, but those funds cannot be
from other Federal Department of Transportation (DOT) programs. Town of Vail’s share, t ogether
with the Federal Funds share, must be enough to ensure payment of Total Project Budget.
4. Per the terms of this Subaward Agreement, CDOT shall have no obligation to provide state funds
for use on this project. CDOT will administer Federal Funds for this Project under the terms of
this Subaward Agreement, provided that the federal share of FTA 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. Allowable Costs
1. Town of Vail shall agree to adhere to the provisions for allowable and unallowable costs cit ed in
the following regulations: 2 CFR 200.420 through 200.475; FTA C 5010.1E Chapter VI : Financial
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Management; Master Agreement, Section 6 “Non-Federal Share;” 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. Town of
Vail at a minimum, should consider the following items as operating expenses: fuel, oil, drivers
and dispatcher salaries and fringe benefits, and licenses.
3. If Town of Vail elects to take administrative assistance, eligible costs may include but are not
limited to: general administrative expenses (e.g., salaries of the project director, secretary, and
bookkeeper); marketing expenses; insurance premiums or payments to a self -insurance reserve;
office supplies; facilities and equipment rental; standard overhead rates; and the costs of
administering drug and alcohol testing. Additionally, administrative costs for promoting and
coordinating ridesharing are eligible as project administration if the activity is part of a
coordinated public transportation program.
E. Reimbursement Eligibility
1. Town of Vail must submit invoice(s) monthly via COTRAMS. Reimbursement will apply only to
eligible expenses that are incurred within the period of performance (January 1 – December 31) of
this Subaward Agreement.
2. Reimbursement requests must be within the limits of Section D., Allowable Costs, of this
Subaward Agreement. Town of Vail will be reimbursed based on the ratio of Federal Funds share
and Local Funds share set forth in the Project Budget above.
3. Town of Vail must submit the final invoice within sixty (60) calendar days of December 31, 2021,
and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fifteen (15) 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. 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 Subaward Agreement.
H. Special Conditions
1. Town of Vail will comply with all requirements imposed by CDOT on Town of Vail so that the
federal award is used in accordance with federal statutes, regulations, and the terms and conditions
of the federal award.
2. Town of Vail must permit CDOT and their auditors to have access to Town of Vail’s records and
financial statements as necessary, with reasonable advance notice.
3. Record retention shall adhere to the requirements outlined in 2 CFR 200.333 and FTA C 5010.1E.
4. Town of Vail cannot request reimbursement for costs on this project from more than one Federal
Awarding Agency or other federal awards (i.e., no duplicate billing).
5. Town of Vail must obtain prior CDOT approval, in writing, if FTA funds are intended to be used
for payment of a lease or for third-party contracts.
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6. If receiving FTA 5311 funding, Town of Vail shall advert ise its fixed route and/or rural based
service as available to the general public and service will not be explicitly limited by trip purpose
or client type.
7. If receiving FTA 5311 funding, Town of Vail shall maintain and report annually all information
required by NTD and any other financial, fleet, or service data.
8. If receiving FTA 5311 or 5339 funding, Town of Vail will ensure subcontractors and subrecipients
comply with FTA Drug and Alcohol Regulations.
9. Town of Vail will comply with the Federal Transit Administration (FTA) Drug and Alcohol
Regulations, to include on time submission to FTA’s Drug and Alcohol Management Information
System (DAMIS).
10. 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.
11. Town of Vail shall seek to ensure non-discrimination in its programs and activities by developing
and maintaining a Title VI Program in accordance with the “Requirements for FTA Subrecipients”
in CDOT’s Title VI Program Plan and Federal Transit Administration Circular 4702.1B, “Title VI
Requirements and Guidelines for FTA Recipients.” The Party shall also facilitate FTA’s
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 Circular 4703.1 “Environmental Justice Policy Guidance for Federal Transit Administration
Recipients.”
12. Town of Vail will 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.
13. 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.
14. 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.
15. Town of Vail shall agree to produce and maintain documentation that supports compliance with
the Americans with Disabilities Act to CDOT upon request.
16. Town of Vail shall update its Agency Profile in COTRAMS with any alterations to existing
construction or any new construction in accordance with FTA Circular 4710.1.
17. If applicable, Town of Vail will adopt a Transit Asset Management Plan that complies with
regulations implementing 49 U.S.C. § 5326(d).
18. Town of Vail shall include nondiscrimination language and the Disadvantaged Business
Enterprise (DBE) assurance in all contracts and solicitations in accordance with DBE regulations,
49 CFR part 26 and CDOT’s DBE program.
19. Meal delivery must not conflict with providing public transportation service or reduce service t o
public transportation passengers.
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EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
Insert the Option Number (e.g. "1" for the first
option)
Subrecipient
Insert Subrecipient's Full Legal Name, including "Inc.",
"LLC", etc...
Original Agreement Number
Insert CMS number or Other Contract Number of
the Original Contract
Subaward Agreement Amount
Federal Funds
Option Agreement Number
Insert CMS number or Other Contract Number of
this Option Maximum Amount (%) $0.00
Local Funds Agreement Performance Beginning Date
The later of the Effective Date or Month, Day,
Year
Local Match Amount (%) $0.00
Agreement Total $0.00 Current Agreement Expiration Date
Month, Day, Year
1. OPTIONS:
A. Option to extend for an Extension Term or End of Term Extension.
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) 2.B/2.C of the Original Agreement referenced
above, the State hereby exercises its option for an additional term/end of term extension, beginning Insert
start date and ending on the current agreement expiration date shown above, at the rates stated in the
Original Agreement, as amended.
B. For use with Options 1(A): The Subaward Agreement Amount table on the Agreement’s Cover Page
is hereby deleted and replaced with the Current Subaward Agreement Amount table shown above.
3. 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
Department of Transportation
Shoshana M. Lew, Executive Director
By: ________________________________________
Herman Stockinger, Deputy Director and Director of
Policy
Date: ________________________________
In accordance with §24-30-202, C.R.S., this Option
Letter 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 Letter Effective Date: __________________
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EXHIBIT C, FEDERAL PROVISIONS
1. APPLICABILITY OF PRO VISIONS
1.1. The Contract to which these Federal Provisions are attached has been funded, in whole or in part, with
an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions,
the Special Provisions, the body of the Contract, or any attachments or exhibits incorporated into and
made a part of the Contract, the provisions of these Federal Provisions shall control.
2. DEFINITIONS
2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to
them below.
2.1.1. “Award” means an award of Federal financial assistance, and the Contract setting forth the terms
and conditions of that financial assistance, that a non-Federal Entity receives or administers.
2.1.1.1. Awards may be in the form of:
2.1.1.1.1. Grants;
2.1.1.1.2. Contracts;
2.1.1.1.3. Cooperative agreements, which do not include cooperative research and development
agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended
(15 U.S.C. 3710);
2.1.1.1.4. Loans;
2.1.1.1.5. Loan Guarantees;
2.1.1.1.6. Subsidies;
2.1.1.1.7. Insurance;
2.1.1.1.8. Food commodities;
2.1.1.1.9. Direct appropriations;
2.1.1.1.10. Assessed and voluntary contributions; and
2.1.2.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non-Federal Entities.
2.1.1.1.12. Any other items specified by OMB in policy memoranda available at the OMB website or
other source posted by the OMB.
2.1.1.2. Award does not include:
2.1.1.2.1. Technical assistance, which provides services in lieu of money;
2.1.1.2.2. A transfer of title to Federally-owned property provided in lieu of money; even if the award
is called a grant;
2.1.1.2.3. Any award classified for security purposes; or
2.1.1.2.4. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of
the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111 -5).
2.1.2. “Contract” means the Agreement or Subaward Agreement to which these Federal Provisions are
attached and includes all Award types in §2.1.1.1 of this Exhibit.
2.1.3. “Contractor” means the party or parties to a Contract or Subaward Agreement funded, in whole or
in part, with Federal financial assistance, other than the Prime Recipient, and includes Subrecipients
and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors.
2.1.4. “Data Universal Numbering System (DUNS) Number” means the nine-digit number established and
assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet’s
website may be found at: http://fedgov.dnb.com/webform.
2.1.5. “Entity” means all of the following as defined at 2 CFR part 25, subpart C;
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2.1.5.1. A governmental organization, which is a State, local government, or Indian Tribe;
2.1.5.2. A foreign public entity;
2.1.5.3. A domestic or foreign non-profit organization;
2.1.5.4. A domestic or foreign for-profit organization; and
2.1.5.5. A Federal agency, but only a Subrecipient under an Award or Sub award to a non-Federal entity.
2.1.6. “Executive” means an officer, managing partner or any other employee in a management position.
2.1.7. “Federal Award Identification Number (FAIN)” means an Award number assigned by a Federal
agency to a Prime Recipient.
2.1.8. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient as
described in 2 CFR §200.37
2.1.9. “FFATA” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law
109-282), as amended by §6202 of Public Law 110 -252. FFATA, as amended, also is referred to
as the “Transparency Act.”
2.1.10. “Federal Provisions” means these Federal Provisions subject to the Transparency Act and Uniform
Guidance, as may be revised pursuant to ongoing guidance from the relevant Federal or State of
Colorado agency or institutions of higher education.
2.1.11. “OMB” means the Executive Office of the President, Office of Management and Budget.
2.1.12. “Prime Recipient” means a Colorado State agency or institution of higher education that receives
an Award.
2.1.13. “Subaward” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal
Award. The terms and conditions of the Federal Award flow down to the Award unless the terms
and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR
§200.38. The term does not include payments to a contractor or payments to an individual that is a
beneficiary of a Federal program.
2.1.14. “Subrecipient” means a non-Federal Entity (or a Federal agency under an Awar d or Subaward to a
non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance
of the Federal project or program for which the Federal funds were awarded. A Subrecipient is
subject to the terms and conditions of the Federal Award to the Prime Recipient, including program
compliance requirements. The term “Subrecipient” includes and may be referred to as Subrecipient.
The term does not include an individual who is a beneficiary of a federal program.
2.1.15. “Subrecipient Parent DUNS Number” means the sub recipient parent organization’s 9 -digit Data
Universal Numbering System (DUNS) number that appears in the sub recipient’s System for Award
Management (SAM) profile, if applicable.
2.1.16. “System for Award Management (SAM)” means the Federal repository into which an Entity must
enter the information required under the Transparency Act, which may be found at
http://www.sam.gov.
2.1.17. “Total Compensation” means the cash and noncash dollar value earned by an Executive durin g the
Prime Recipient’s or Subrecipient’s preceding fiscal year and includes the following:
2.1.17.1. Salary and bonus;
2.1.17.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005)
(FAS 123R), Shared Based Payments;
2.1.17.3. Earnings for services under non-equity incentive plans, not including group life, health,
hospitalization or medical reimbursement plans that do not discriminate in favor of Executives
and are available generally to all salaried employees;
2.1.17.4. Change in present value of defined benefit and actuarial pension plans;
2.1.17.5. Above-market earnings on deferred compensation which is not tax-qualified;
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2.1.17.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance,
termination payments, value of life insurance paid on behalf of the employee , perquisites or
property) for the Executive exceeds $10,000.
2.1.18. “Transparency Act” means the Federal Funding Accountability and Transparency Act of 2006
(Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also
is referred to as FFATA.
2.1.19. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes
requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102,
and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and
conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform
Guidance or the terms and conditions of the Federal Award specifically indicate otherwise.
2.1.20. “Vendor” means a dealer, distributor, merchant or other seller providing property or services
required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a
Subrecipient and is not subject to the terms and conditions of the Federal award. Program
compliance requirements do not pass through to a Vendor.
3. COMPLIANCE
3.1. Contractor shall comply with all applicable provisions of the Transparency Act, all applicable provisions
of the Uniform Guidance, and the regulations issued pursuant thereto, including but not limited to these
Federal Provisions. Any revisions to such provisions or regulations shall automatically become a part of
these Federal Provisions, without the necessity of either party executing any further instrument. The
State of Colorado may provide written notification to Contractor of such revisions, but such notice shall
not be a condition precedent to the effectiveness of such revisions.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING
SYSTEM (DUNS) REQUIREMENTS
4.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the
final financial report required under the Award or receives final payment, whichever is later. Contractor
shall review and update SAM information at least annually after the initial registration, and more
frequently if required by changes in its information.
4.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor’s
information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently
if required by changes in Contractor’s information.
5. TOTAL COMPENSATION
5.1. Contractor shall include Total Compensation in SAM for each of its five most highly compensated
Executives for the preceding fiscal year if:
5.1.1. The total Federal funding authorized to date under the Award is $25,000 or more; and
5.1.2. In the preceding fiscal year, Contractor received:
5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts
and/or Federal financial assistance Awards or Sub awards subject to the Transparency Act; and
5.1.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Sub awards subject to the
Transparency Act; and
5.1.3. The public does not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986.
6. REPORTING
6.1. Contractor shall report data elements to SAM and to the Prime Recipient as re quired in this Exhibit if
Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall
be made to Contractor for providing any reports required under these Federal Provisions and the cost of
producing such reports shall be included in the Contract price. The reporting requirements in this Exhibit
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are based on guidance from the US Office of Management and Budget (OMB), and as such are subject
to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract
and shall become part of Contractor’s obligations under this Contract.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING
7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is
$25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a
total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the
Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de-
obligated such that the total award amount falls below $25,000, the Award shall continue to be subject
to the reporting requirements.
7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of
December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years
beginning on or after December 26, 2014 .
8. SUBRECIPIENT REPORTING REQUIREMENTS
8.1. If Contractor is a Subrecipient, Contractor shall report as set forth below.
8.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for
each Federal Award Identification Number no later than the end of the month following the month
in which the Sub award was made:
8.1.1.1. Subrecipient DUNS Number;
8.1.1.2. Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account;
8.1.1.3. Subrecipient Parent DUNS Number;
8.1.1.4. Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and
Congressional District;
8.1.1.5. Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met;
and
8.1.1.6. Subrecipient’s Total Compensation of top 5 most highly compensated Executives if criteria in
§4 above met.
8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of
the Agreement, the following data elements:
8.1.2.1. Subrecipient’s DUNS Number as registered in SAM.
8.1.2.2. Primary Place of Perfor mance Information, including: Street Address, City, State, Country, Zip
code + 4, and Congressional District.
9. PROCUREMENT STANDARDS
9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which
reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform
to applicable Federal law and the standards identified in the Uniform Guidance, including without
limitation, §§200.318 through 200.326 thereof.
9.2. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political
subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act,
as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR
part 247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or
the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid
waste management services in a manner that maximizes energy and resource recovery; and establishing
an affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines.
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10. ACCESS TO RECORDS
10.1. A Subrecipient shall permit Recipient and auditors to have access to Sub recipient’s record s and financial
statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass -
through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of
performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5).
11. SINGLE AUDIT REQUIREMENTS
11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient’s fiscal year, the
Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in
accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued
pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501.
11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance
§200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in
accordance with §200.507 (Program-specific audits). The Subrecipient may elect to have a
program-specific audit if Subrecipient expends Federal Awards under only one Federal program
(excluding research and development) and the Federal program's statutes, regulations, or the terms
and conditions of the Federal award do not require a fi nancial statement audit of Prime Recipient.
A program-specific audit may not be elected for research and development unless all of the Federal
Awards expended were received from Recipient and Recipient approves in advance a program -
specific audit.
11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year,
the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2
CFR §200.503 (Relation to other audit requirements), but records shall be available for review or
audit by appropriate officials of the Federal agency, the State, and the Government Accountability
Office.
11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for
the audit required by Part F of the Uniform Guidance and ensure it is properly performed and
submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare
appropriate financial statements, including the schedule of expenditures of Federal awards in
accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with
access to personnel, accounts, books, records, supporting documentation, and other information as
needed for the auditor to perform the audit re quired by Uniform Guidance Part F-Audit
Requirements.
12. CONTRACT PROVISIONS FOR SUBRECIPIENT CONTRACTS
12.1. If Contractor is a Subrecipient, then it shall comply with and shall include all of the following applicable
provisions in all subcontracts entered into by it pursuant to this Agreement.
12.1.1. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60 -
1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with
Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964 -
1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11 246
Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60,
“Office of Federal Contract Compliance Programs, Equal Employment Op portunity, Department of
Labor.
12.1.1.1. During the performance of this contract, the contractor agrees as follows:
12.1.1.1.1. Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The contractor will take affirmative
action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex, or national origin. Such
action shall include, but not be limited to the following: Employment, upgrading,
demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship.
The contractor agrees to post in conspicuous places, available to employees and applicants
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for employment, notices to be provided by the contracting officer setting forth the
provisions of this nondiscrimination clause.
12.1.1.1.2. Contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the contractor, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or national origin.
12.1.1.1.3. Contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
by the agency contracting officer, advising the labor union or workers' representative of
the contractor's commitments under section 202 of Executive Order 11246 of September
24, 1965, and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
12.1.1.1.4. Contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant o rders of the Secretary of Labor.
12.1.1.1.5. Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will per mit access to his books, records, and accounts by the
contracting agency and the Secretary of Labor for purposes of investigation to ascertain
compliance with such rules, regulations, and orders.
12.1.1.1.6. In the event of Contractor's non-compliance with the nondiscrimination clauses of this
contract or with any of such rules, regulations, or orders, this contract may be canceled,
terminated or suspended in whole or in part and the contractor may be declared ineligible
for further Government contracts in accordance with procedures authorized in Executive
Order 11246 of September 24, 1965, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
12.1.1.1.7. Contractor will include the provisions of paragraphs (1) through (7) in every subcontract
or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor
issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that
such provisions will be binding upon each subcontractor or vendor. The contractor will
take such action with respect to any subcontract or purchase order as may be directed by
the Secretary of Labor as a means of enforcing such provisions including sanctions for
noncompliance: Provided, however, that in the event Contractor becomes involved in, or
is threatened with, litigation with a subcontractor or vendor as a result of such directio n,
the contractor may request the United States to enter into such litigation to protect the
interests of the United States.”
12.1.2. Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by
Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-
Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-
3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction”). In accordance with the statute, contractors must be required to pay wages to laborers
and mechanics at a rate not less than the prevailing wages specified in a wage determination made
by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once
a week. The non-Federal entity must place a copy of the current prevailing wage determination
issued by the Department of Labor in each solicitation. The decision to award a contract or
subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal
entity must report all suspected or reported violations to the Federal awarding agency. The contracts
must also include a provision for compliance with the Copeland “Anti -Kickback” Act (40 U.S.C.
3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and
Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants
from the United States”). The Act provides that each contractor or Subrecipient must be prohibited
from inducing, by any means, any person employed in the construction, completion, or repair of
public work, to give up any part of the compensation to which he or she is otherwise entitled. The
non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
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12.1.3. Rights to Inventions Made Under a Contract or Contract. If the Federal Award meets the
definition of “funding Contract” under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a
contract with a small business firm or nonprofit organization regarding the substitution of parties,
assignment or performance of experimental, developmental, or research work under that “funding
Contract,” Subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Contracts,” and any implementing regulations issued by the awarding
agency.
12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C.
1251-1387), as amended. Contracts and subawards of amounts in excess of $150,000 must contain
a provision that requires the non-Federal award to agree to comply with all applicable standards,
orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 -7671q) and the Federal
Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the
Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR
180.220) must not be made to parties listed on the government wide exclusions in the System for
Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement
Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR par t 1989 Comp., p.
235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred,
suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory
or regulatory authority other than Executive Order 12549.
12.1.6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it
will not and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with
obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must
also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any
Federal award. Such disclosures are forwarded from tier-to-tier up to the non-Federal award.
13. CERTIFICATIONS
13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit
certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR
§200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of
the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the
project or activity was completed, or the level of effort was expended. 2 CFR §200.201(3). If the
required level of activity or effort was not carried out, the amount of the Award must be adjusted .
14. EXEMPTIONS
14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural pe rson,
unrelated to any business or non-profit organization he or she may own or operate in his or her name.
14.2. A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt
from the requirements to report Subawards and the Total Compensation of its most highly compensated
Executives.
14.3. There are no Transparency Act reporting requirements for Vendors.
15. EVENT OF DEFAULT
15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Contract
and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default
remains uncured five calendar days following the termination of the 30 -day notice period. This remedy
will be in addition to any other remedy available to the State of Colorado under the Contract, at law or
in equity.
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EXHIBIT D, REQUIRED FEDERAL CONTRACT/AGREEMENT CLAUSES
All FTA-Assisted Third-Party Contracts and Subawards from the Current FTA Master Agreement
[FTA MA(23)]
Section 3.l. – No Federal government obligations to third-parties by use of a disclaimer
No Federal/State Government Commitment or Liability to Third Parties. Except as the Federal Government or
CDOT expressly consents in writing, the Subrecipient agrees that:
(1) The Federal Government or CDOT do not and shall not have any commitment or liability related to the
Agreement, to any Third-Party Participant at any tier, or to any other person or entity that is not a party (FTA,
CDOT or the Subrecipient) to the Agreement, and
(2) Notwithstanding that the Federal Government or CDOT may have concurred in or approved any Solicitation
or Third-Party Agreement at any tier that may affect the Agreement, the Federal Government and CDOT
does not and shall not have any commitment or liability to any Third Party Participant or other entity or
person that is not a party (FTA, CDOT, or the Subrecipient) to the Agreement.
Section 4.f. – Program fraud and false or fraudulent statements and related acts
False or Fraudulent Statements or Claims.
(1) Civil Fraud. The Subrecipient acknowledges and agrees that:
(a) Federal laws, regulations, and requirements apply to itself and its Agreement, including the Program
Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq., and U.S. DOT regulations,
“Program Fraud Civil Remedies,” 49 C.F.R. part 31.
(b) By executing the Agreement, the Subrecipient certifies and affirms to the Federal Government the
truthfulness and accuracy of any claim, statement, submission, certification, assurance, affirmation, or
representation that the Subrecipient provides to the Federal Government and CDOT.
(c) The Federal Government and CDOT may impose the penalties of the Program Fraud Civil Remedies
Act of 1986, as amended, and other applicable penalties if the Subrecipient presents, submits, or makes
available any false, fictitious, or fraudulent information.
(2) Criminal Fraud. The Subrecipient acknowledges that 49 U.S.C. § 5323(l)(1) authorizes the Federal
Government to impose the penalties under 18 U.S.C. § 1001 if the Subrecipient provides a false, fictitious,
or fraudulent claim, statement, submission, certification, assurance, or representation in connection with a
federal public transportation program under 49 U.S.C. chapter 53 or any other applicable federal law.
Section 9. Record Retention and Access to Sites of Performance.
a. Types of Records. The Subrecipient agrees that it will retain, and will require its Third-Party Participants to retain,
complete and readily accessible records related in whole or in part to the Underlying Agreement, including, but
not limited to, data, documents, reports, statistics, subagreements, leases, third party contracts, arrangements,
other third-party agreements of any type, and supporting materials related to those records.
b. Retention Period. The Subrecipient agrees that it will comply with the record retention requirements in the
applicable U.S. DOT Common Rule. Records pertaining to its Award, the accompanying Agreement, and any
Amendments thereto must be retained from the day the Agreement was signed by the authorized FTA or State
official through the course of the Award, the accompanying Agreement, and any Amendments thereto until three
years after the Subrecipient has submitted its last or final expenditure report, and other pending matters are closed.
c. Access to Recipient and Third-Party Participant Records. The Subrecipient agrees and assures that each
Subrecipient, if any, will agree to:
(1) Provide, and require its Third Party Participants at each tier to provide, sufficient access to inspect and audit
records and information related to its Award, the accompanying Agreement, and any Amendments thereto to
the U.S. Secretary of Transportation or the Secretary’s duly authorized representatives, to the Comptroller
General of the United States, and the Comptroller General’s duly authorized representatives, and to the
Subrecipient and each of its Subrecipient,
(2) Permit those individuals listed above to inspect all work and materials related to its Award, and to audit any
information related to its Award under the control of the Subrecipient or Third-Party Participant within books,
records, accounts, or other locations, and
(3) Otherwise comply with 49 U.S.C. § 5325(g), and federal access to records requirements as set forth in the
applicable U.S. DOT Common Rules.
d. Access to the Sites of Performance. The Subrecipient agrees to permit, and to require its Third-Party Participants
to permit, FTA and CDOT to have access to the sites of performance of its Award, the accompanying Agreement,
and any Amendments thereto, and to make site visits as needed in compliance with State and the U.S. DOT
Common Rules.
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e. Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of the
Master Agreement.
3.G – Federal Changes
Application of Federal, State, and Local Laws, Regulations, Requirements, and Guidance .
The Subrecipient agrees to comply with all applicable federal requirements and federal guidance. All standards
or limits are minimum requirements when those standards or limits are included in the Recipient’s Agreement or
this Master Agreement. At the time the FTA Authorized Official (CDOT) awards federal assistance to the
Subrecipient in support of the Agreement, the federal requirements and guidance that apply then may be modified
from time-to-time and will apply to the Subrecipient or the accompanying Agreement.
12 – Civil Rights
a. Nondiscrimination – Title VI of the Civil Rights Act. The Subrecipient agrees to, and assures that each Third-
Party Participant, will:
(1) Prohibit discrimination on the basis of race, color, or national origin,
(2) Comply with:
(a) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq.,
(b) U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 C.F.R. part 21, and
(c) Federal transit law, specifically 49 U.S.C. § 5332, and
(3) Follow:
(a) The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal
Transit Administration Recipients,” to the extent consistent with applicable federal laws,
regulations, requirements, and guidance,
(b) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3,
and
(c) All other applicable federal guidance that may be issued.
b. Equal Employment Opportunity.
(1) Federal Requirements and Guidance. The Subrecipient agrees to, and assures that each Third-Party
Participant will, prohibit, discrimination on the basis of race, color, religion, sex, sexual orientation,
gender identity, or national origin, and:
(a) Comply with Title VII of the Civil Rights Act of 1964, a s amended, 42 U.S.C. § 2000e et seq.,
(b) Facilitate compliance with Executive Order No. 11246, “Equal Employment Opportunity”
September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends
or supersedes it in part and is applicable to federal assistance programs,
(c) Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this
Master Agreement,
(d) FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for
Federal Transit Administration Recipients,” and
(e) Follow other federal guidance pertaining to EEO laws, regulations, and requirements, and
prohibitions against discrimination on the basis of disability,
(2). Specifics. The Subrecipient agrees to, and assures that each Third-Party Participant will:
(a) Prohibited Discrimination. Ensure that applicants for employment are employed and employees are
treated during employment without discrimination on the basis of their race, color, religion, national
origin, disability, age, sexual orientation, gender identity, or status as a parent, as provided in
Executive Order No. 11246 and by any later Executive Order that amends or supersedes it, and as
specified by U.S. Department of Labor regulations,
(b) Affirmative Action. Take affirmative action that includes, but is not limited to:
1 Recruitment advertising, recruitment, and employment,
2 Rates of pay and other forms of compensation,
3 Selection for training, including apprenticeship, and upgrading, and
4 Transfers, demotions, layoffs, and terminations, but
(c) Indian Tribe. Recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian
Tribes under the definition of “Employer,” and
(3) Equal Employment Opportunity Requirements for Construction Activities. Comply, when undertaking
“construction” as recognized by the U.S. Department of Labor (U.S. DOL), with:
(a) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor,” 41 C.F.R. chapter 60, and
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(b) Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September
24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or
supersedes it, referenced in 42 U.S.C. § 2000e note.
c. Nondiscrimination on the Basis of Disability. The Subrecipient agrees to comply with the following federal
prohibitions against discrimination on the basis of disability:
(1) Federal laws, including:
(a) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits
discrimination on the basis of disability in the administration of federally assisted Programs,
Projects, or activities,
(b) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which
requires that accessible facilities and services be made available to individuals with disabilities:
1 For FTA Recipients generally, Titles I, II, and III of the ADA apply, but
2 For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply
because it exempts Indian Tribes from the definition of “employer,”
(c) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that
buildings and public accommodations be accessible to individuals with disabilities,
(d) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited
basis for discrimination, and
(e) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or
individuals with disabilities.
(2) Federal regulations and guidance, including:
(a) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49
C.F.R. part 37,
(b) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,” 49 C.F.R. part 27,
(c) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S.
DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for
Transportation Vehicles,” 36 C.F.R. part 1192 and 49 C.F.R. part 38,
(d) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49
C.F.R. part 39,
(e) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local
Government Services,” 28 C.F.R. part 35,
(f) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations
and in Commercial Facilities,” 28 C.F.R. part 36,
(g) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act,” 29 C.F.R. part 1630,
(h) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and
Related Customer Premises Equipment for Persons with Disabilities,” 47 C.F.R. part 64, Subpart
F,
(i) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36
C.F.R. part 1194,
(j) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609,
(k) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance,” and
(l) Other applicable federal civil rights and nondiscrimination regulations and guidance.
Incorporation of FTA Terms – 16.a.
a. Federal Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees:
(1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations,
and requirements in effect now or later that affect its third party procurements,
(2) To comply with the applicable U.S. DOT Common Rules, and
(3) To follow the most recent edition and any revisions of FTA Circular 4220.1, “Third Party Contracting
Guidance,” to the extent consistent with applicable federal laws, regulations, requirements, and
guidance.
Energy Conservation – 26.j
a. Energy Conservation. The Subrecipient agrees to, and assures that its Subrecipients, if any, will comply with the
mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and
Conservation Act, as amended, 42 U.S.C. § 6321 et seq., and perform an energy assessment for any building
constructed, reconstructed, or modified with federal assistance required under FTA regulations, “Requirements
for Energy Assessments,” 49 C.F.R. part 622, subpart C.
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Applicable to Awards exceeding $10,000
Section 11. Right of the Federal Government to Terminate.
a. Justification. After providing written notice to the Subrecipient, the Subrecipient agrees that the Federal
Government may suspend, suspend then terminate, or terminate all or any part of the federal assistance for the
Award if:
(1) The Subrecipient has failed to make reasonable progress implementing the Award,
(2) The Federal Government determines that continuing to provide federal assistance to support the Award does
not adequately serve the purposes of the law authorizing the Award, or
(3) The Subrecipient has violated the terms of the Agreement, especially if that violation would endanger
substantial performance of the Agreement.
b. Financial Implications. In general, termination of federal assistance for the Award will not invalidate obligations
properly incurred before the termination date to the extent that the obligations cannot be canceled. The Federal
Government may recover the federal assistance it has provided for the Award, including the federal assistance for
obligations properly incurred before the termination date, if it determines that the Subrecipient has misused its
federal assistance by failing to make adequate progress, failing to make appropriate use of the Project property,
or failing to comply with the Agreement, and require the Subrecipient to refund the entire amount or a lesser
amount, as the Federal Government may determine including obligations properly incurred before the termination
date.
c. Expiration of the Period of Performance. Except for a Full Funding Grant Agreement, expiration of any period of
performance established for the Award does not, by itself, constitute an expiration or termination of the Award ;
FTA may extend the period of performance to assure that each Formula Project or related activities and each
Project or related activities funded with “no year” funds can receive FTA assistance to the extent FTA deems
appropriate.
Applicable to Awards exceeding $25,000
From Section 4. Ethics.
a. Debarment and Suspension. The Subrecipient agrees to the following:
(1) It will comply with the following requirements of 2 C.F.R. part 180, subpart C, as adopted and
supplemented by U.S. DOT regulations at 2 C.F.R. part 1200.
(2) It will not enter into any arrangement to participate in the development or implementation of the
Underlying Agreement with any Third-Party Participant that is debarred or suspended except as
authorized by:
(a) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200,
(b) U.S. OMB regulatory guidance, “Guidelines to Agencies on Government-wide Debarment and
Suspension (Nonprocurement),” 2 C.F.R. part 180, including any amendments thereto,
(c) Executive Orders No. 12549, “Uniform Suspension, Debarment, or Exclusion of Participants from
Procurement or Nonprocurement Activity,” October 13, 1994,” 31 U.S.C. § 6101 note, as amended
by Executive Order No. 12689, “Debarment and Suspension,” August 16, 1989 , 31 U.S.C. § 6101
note, and
(d) Other applicable federal laws, regulations, or guidance regarding participation with debarred or
suspended Subrecipients or Third-Party Participants.
(3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from Federal
Procurement and Nonprocurement Programs,” https://www.sam.gov, if required by U.S. DOT
regulations, 2 C.F.R. part 1200.
(4) It will include, and require each Third-Party Participant to include, a similar provision in each lower tier
covered transaction, ensuring that each lower tier Third Party Participant:
(a) Complies with federal debarment and suspension requirements, and
(b) Reviews the SAM at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2
C.F.R. part 1200.
(5) If the Subrecipient suspends, debars, or takes any similar action against a Third-Party Participant or
individual, the Subrecipient will provide immediate written notice to the:
(a) FTA Regional Counsel for the Region in which the Subrecipient is located or implements the
Agreement,
(b) FTA Headquarters Manager that administers the Grant or Cooperative Agreement, or
(c) FTA Chief Counsel.
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Applicable to Awards exceeding the simplified acquisition threshold ($100,000-see Note)
Note: Applicable when tangible property or construction will be acquired
Section 15. Preference for United States Products and Services.
Except as the Federal Government determines otherwise in writing, the Subrecipient agrees to comply with FTA’s
U.S. domestic preference requirements and follow federal guidance, including:
Buy America. The domestic preference procurement requirements of 49 U.S.C. § 5323(j), and FTA regulations,
“Buy America Requirements,” 49 C.F.R. part 661, to the extent consistent with 49 U.S.C. § 5323(j).
Section 39. Disputes, Breaches, Defaults, or Other Litigation.
a. FTA Interest. FTA has a vested interest in the settlement of any violation of federal law, regulation, or
disagreement involving the Award, the accompanying Agreement, and any Amendments there to including,
but not limited to, a default, breach, major dispute, or litigation, and FTA reserves the right to concur in any
settlement or compromise.
b. Notification to FTA. If a current or prospective legal matter that may affect the Federal Government emerges,
the Subrecipient must promptly notify the FTA Chief Counsel, or FTA Regional Counsel for the Region in
which the Subrecipient is located.
(1) The types of legal matters that require notification include, but are not limited to, a major dispute, breach,
default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in
any forum for any reason.
(2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s
interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the
Federal Government’s administration or enforcement of federal laws, regulations, and requirements.
(3) If the Subrecipient has credible evidence that a Principal, Official, Employee, Agent, or Third Party
Participant of the Subrecipient, or other person has submitted a false claim under the False Claims Act,
31 U.S.C. § 3729 et seq., or has committed a criminal or civil violation of law pertaining to such matters
as fraud, conflict of interest, bribery, gratuity, or similar misconduct involving federal assistance, the
Subrecipient must promptly notify the U.S. DOT Inspector General, in addition to the FTA Chief
Counsel or Regional Counsel for the Region in which the Subrecipient is located.
c. Federal Interest in Recovery. The Federal Government retains the right to a proportionate share of any
proceeds recovered from any third party, based on the percentage of the federal share for the Agreement.
Notwithstanding the preceding sentence, the Subrecipient may return all liquidated damages it receives to its
Award Budget for its Agreement rather than return the federal share of those liquidated damages to the
Federal Government, provided that the Subrecipient receives FTA’s prior written concurrence.
d. Enforcement. The Subrecipient must pursue its legal rights and remedies available under any third-party
agreement, or any federal, state, or local law or regulation.
Applicable to Awards exceeding $100,000 by Statute
From Section 4. Ethics.
a. Lobbying Restrictions. The Subrecipient agrees that neither it nor any Third-Party Participant will use federal
assistance to influence any officer or employee of a federal agency, member of Congress or an employee of a
member of Congress, or officer or employee of Congress on matters that involve the Agreement, including any
extension or modification, according to the following:
(1) Laws, Regulations, Requirements, and Guidance. This includes:
(a) The Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352, as amended,
(b) U.S. DOT regulations, “New Restrictions on Lobbying,” 49 C.F.R. part 20, to the extent consistent with
31 U.S.C. § 1352, as amended, and
(c) Other applicable federal laws, regulations, requirements, and guidance prohibiting the use of federal
assistance for any activity concerning legislation or appropriations designed to influence the U.S.
Congress or a state legislature, and
(2) Exception. If permitted by applicable federal law, regulations, requirements, or guidance, such lob bying
activities described above may be undertaken through the Subrecipient’s or Subrecipient’s proper official
channels.
Section 26. Environmental Protections – Clean Air and Clean Water
Other Environmental Federal Laws. The Subrecipient agrees to comply or facilitate compliance and assures
that its Third Party Participants will comply or facilitate compliance with all applicable federal laws,
regulations, and requirements, and will follow applicable guidance, including, but not limited to, the Clean
Air Act, Clean Water Act, Wild and Scenic Rivers Act of 1968, Coastal Zone Management Act of 1972,
the Endangered Species Act of 1973, Magnuson Stevens Fishery Conservation and Management Act,
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Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and
Liability Act, Executive Order No. 11990 relating to “Protection of Wetlands,” and Executive Order Nos.
11988 and 13690 relating to “Floodplain Management.”)
Applicable with the Transfer of Property or Persons
Section 15. Preference for United States Products and Services.
Except as the Federal Government determines otherwise in writing, the Subrecipient agrees to comply with FTA’s
U.S. domestic preference requirements and follow federal guidance, including:
a. Buy America. The domestic preference procurement requirements of 49 U.S.C. § 5323(j), and FTA
regulations, “Buy America Requirements,” 49 C.F.R. part 661, to the extent consistent with 49 U.S.C. §
5323(j),
b. Cargo Preference. Preference – Use of United States-Flag Vessels. The shipping requirements of 46 U.S.C.
§ 55305, and U.S. Maritime Administration regulations, “Cargo Preference – U.S.-Flag Vessels,” 46 C.F.R.
part 381, and
c. Fly America. The air transportation requirements of Section 5 of the International Air Transp ortation Fair
Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and U.S. General Services
Administration (U.S. GSA) regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. §§ 301 -10.131
– 301-10.143.
Applicable to Construction Activities
Section 24. Employee Protections.
a. Awards Involving Construction. The Subrecipient agrees to comply and assures that each Third-Party Participant
will comply with all federal laws, regulations, and requirements providing protections for construction employees
involved in each Project or related activities with federal assistance provided through the Agreement, including
the:
(1) Prevailing Wage Requirements of:
(a) Federal transit laws, specifically 49 U.S.C. § 5333(a), (FTA’s “Davis -Bacon Related Act”),
(b) The Davis-Bacon Act, 40 U.S.C. §§ 3141 – 3144, 3146, and 3147, and
(c) U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally
Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction
Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5.
(2) Wage and Hour Requirements of:
(a) Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and
other relevant parts of that Act, 40 U.S.C. § 3701 et seq., an
(b) U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally
Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruct ion
Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5.
(3) “Anti-Kickback” Prohibitions of:
(a) Section 1 of the Copeland “Anti-Kickback” Act, as amended, 18 U.S.C. § 874,
(b) Section 2 of the Copeland “Anti-Kickback” Act, as amended, 40 U.S.C. § 3145, and
(c) U.S. DOL regulations, “Contractors and Subcontractors on Public Building or Public Work Financed in
Whole or in Part by Loans or Grants from the United States,” 29 C.F.R. part 3.
(4) Construction Site Safety of:
(a) Section 107 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3704, and
other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and
(b) U.S. DOL regulations, “Recording and Reporting Occupational Injuries and Illnesses,” 29 C.F.R. part
1904; “Occupational Safety and Health Standards,” 29 C.F.R. part 1910; and “Safety and Health
Regulations for Construction,” 29 C.F.R. part 1926.
From Section 16
b. Bonding. The Subrecipient agrees to comply with the following bonding requirements and restrictions as provided
in federal regulations and guidance:
1 Construction. As provided in federal regulations and modified by FTA guidance, for each Project or related
activities implementing the Agreement that involve construction, it will provide bid guarantee bonds, contract
performance bonds, and payment bonds.
2 Activities Not Involving Construction. For each Project or related activities implementing the Agreement not
involving construction, the Subrecipient will not impose excessive bonding and will follow FTA guidance.
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From Section 23
c. Seismic Safety. The Subrecipient agrees to comply with the Earthquake Hazards Reduction Act of 1977, as
amended, 42 U.S.C. § 7701 et seq., and U.S. DOT regulations, “Seismic Safety,” 49 C.F.R. part 41, specifically,
49 C.F.R. § 41.117.
Section 12 Civil Rights D.3
d. Equal Employment Opportunity Requirements for Construction Activities. Comply, when undertaking
“construction” as recognized by the U.S. Department of Labor (U.S. DOL), with:
a. U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor,” 41 C.F.R. chapter 60, and
b. Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September 24, 1965,
42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced
in 42 U.S.C. § 2000e note.
Applicable to Nonconstruction Activities
From Section 24. Employee Protections
a. Awards Not Involving Construction. The Subrecipient agrees to comply and assures that each Third Party
Participant will comply with all federal laws, regulations, and requirements providing wage and hour protections
for nonconstruction employees, including Section 102 of the Contract Work Hours and Safety Standards Act, as
amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL
regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract
Work Hours and Safety Standards Act),” 29 C.F.R. part 5.
Applicable to Transit Operations
a. Public Transportation Employee Protective Arrangements . As a condition of award of federal assistance
appropriated or made available for FTA programs involving public transportation operations, the Subrecipient
agrees to comply and assures that each Third-Party Participant will comply with the following employee
protective arrangements of 49 U.S.C. § 5333(b):
(1) U.S. DOL Certification. When its Awarded, the accompanying Agreement, or any Amendments thereto
involve public transportation operations and are supported with federal assistance appropriated or made
available for 49 U.S.C. §§ 5307 – 5312, 5316, 5318, 5323(a)(1), 5323(b), 5323(d), 5328, 5337, 5338(b),
or 5339, or former 49 U.S.C. §§ 5308, 5309, 5312, or other provisions of law as required by the Federal
Government, U.S. DOL must provide a certification of employee protective arrangements before FTA
may provide federal assistance for that Award. The Subrecipient agrees that the certification issued by
U.S. DOL is a condition of the Agreement and that the Subrecipient must comply with its terms and
conditions.
(2) Special Warranty. When its Agreement involves public transportation operations and is supported with
federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special
Warranty for its Award, including its Award of federal assis tance under the Tribal Transit Program. The
Subrecipient agrees that its U.S. DOL Special Warranty is a condition of the Agreement and the
Subrecipient must comply with its terms and conditions.
(3) Special Arrangements for Agreements for Federal Assistance Authorized under 49 U.S.C. § 5310. The
Subrecipient agrees, and assures that any Third Party Participant providing public transportation
operations will agree, that although pursuant to 49 U.S.C. § 5310, and former 49 U.S.C. §§ 5310 or 5317,
FTA has determined that it was not “necessary or appropriate” to apply the conditions of 49 U.S.C. §
5333(b) to any Subagreement participating in the program to provide public transportation for seniors
(elderly individuals) and individuals with disabilities, FTA reserves the right to make case-by- case
determinations of the applicability of 49 U.S.C. § 5333(b) for all transfers of funding authorized under
title 23, United States Code (flex funds), and make other exceptions as it deems appropriate.
Section 28. Charter Service.
a. Prohibitions. The Recipient agrees that neither it nor any Third -Party Participant involved in the Award will
engage in charter service, except as permitted under federal transit laws, specifically 49 U.S.C. § 5323(d), (g),
and (r), FTA regulations, “Charter Service,” 49 C.F.R. part 604, any other Federal Charter Service regulations,
federal requirements, or federal guidance.
b. Exceptions. Apart from exceptions to the Charter Service restrictions in FTA’s Charter Service regulations, FTA
has established the following additional exceptions to those restrictions:
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(1) FTA’s Charter Service restrictions do not apply to equipment or facilities supported with federal assistance
appropriated or made available for 49 U.S.C. § 5307 to support a Job Access and Reverse Commute (JARC)-
type Project or related activities that would have been eligible for assistance under repealed 49 U.S.C. § 5316
in effect in Fiscal Year 2012 or a previous fiscal year, provided that the Subrecipient uses that federal
assistance for FTA program purposes only, and
(2) FTA’s Charter Service restrictions do not apply to equipment or facilities supported with the federal
assistance appropriated or made available for 49 U.S.C. § 5310 to support a New Freedom -type Project or
related activities that would have been eligible for federal assistance under repealed 49 U.S.C. § 5317 in
effect in Fiscal Year 2012 or a previous fiscal year, provided the Subrecipient uses that federal assistance for
program purposes only.
c. Violations. If it or any Third Party Participant engages in a pattern of violations of FTA’s Charter Service
regulations, FTA may require corrective measures and remedies, including withholding an amount of federal
assistance as provided in FTA’s Charter Service regulations, 49 C.F.R. part 604, appendix D, or barring it or the
Third Party Participant from receiving federal assistance provided in 49 U.S.C. chapter 53, 23 U.S.C. § 133, or
23 U.S.C. § 142.
Section 29. School Bus Operations.
a. Prohibitions. The Subrecipient agrees that neither it nor any Third Party Participant that is participating in its
Award will engage in school bus operations exclusively for the transportation of students or school personnel in
competition with private school bus operators, except as permitted by federal transit laws, 49 U.S.C. § 5323(f) or
(g), FTA regulations, “School Bus Operations,” 49 C.F.R. part 605, and any other applicable federal “School Bus
Operations” laws, regulations, federal requirements, or applicable federal guidance.
b. Violations. If a Subrecipient or any Third-Party Participant has operated school bus service in violation of FTA’s
School Bus laws, regulations, or requirements, FTA may require the Subrecipient or Third Party Participant to
take such remedial measures as FTA considers appropriate, or bar the Subrecipient or Third Party Participant
from receiving federal transit assistance.
From Section 35 Substance Abuse
c. Alcohol Misuse and Prohibited Drug Use.
(1) Requirements. The Subrecipient agrees to comply and assures that its Third-Party Participants will comply
with:
(a) Federal transit laws, specifically 49 U.S.C. § 5331,
(b) FTA regulations, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations,” 49
C.F.R. part 655, and
(c) Applicable provisions of U.S. DOT regulations, “Procedures for Transportation Workplace Drug and
Alcohol Testing Programs,” 49 C.F.R. part 40.
(2) Remedies for Non-Compliance. The Subrecipient agrees that if FTA determines that the Subrecipient or a
Third-Party Participant receiving federal assistance under 49 U.S.C. chapter 53 is not in compliance with 49
C.F.R. part 655, the Federal Transit Administrator may bar that Subrecipient or Third Party Participant from
receiving all or a portion of the federal transit assistance for public transportation it would otherwise receive.
Applicable to Planning, Research, Development, and Documentation Projects
Section 17. Patent Rights.
a. General. The Subrecipient agrees that:
(1) Depending on the nature of the Agreement, the Federal Government may acquire patent rights when the
Subrecipient or Third-Party Participant produces a patented or patentable invention, improvement, or
discovery;
(2) The Federal Government’s rights arise when the patent or patentable information is concei ved or reduced to
practice with federal assistance provided through the Agreement; or
(3) When a patent is issued or patented information becomes available as described in the preceding section
17.a.(2) of this Master Agreement (FTA MA(23)), the Subrecipient will notify FTA immediately and provide
a detailed report satisfactory to FTA.
b. Federal Rights. The Subrecipient agrees that:
(1) Its rights and responsibilities, and each Third-Party Participant’s rights and responsibilities , in that federally
assisted invention, improvement, or discovery will be determined as provided in applicable federal laws,
regulations, requirements, and guidance, including any waiver thereof, and
(2) Unless the Federal Government determines otherwise in writing, irrespective of its status or the status of any
Third Party Participant as a large business, small business, state government, state instrumentality, local
government, Indian tribe, nonprofit organization, institution of higher education, or indi vidual, the
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Subrecipient will transmit the Federal Government’s patent rights to FTA, as specified in 35 U.S.C. § 200 et
seq., and U.S. Department of Commerce regulations, “Rights to Inventions Made by Nonprofit Organizations
and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 C.F.R.
part 401.
c. License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Subrecipient agrees
that license fees and royalties for patents, patent applications, a nd inventions produced with federal assistance
provided through the Agreement are program income and must be used in compliance with applicable federal
requirements.
Section 18. Rights in Data and Copyrights.
a. Definition of “Subject Data.” As used in this section, “subject data” means recorded information whether or not
copyrighted, and that is delivered or specified to be delivered as required by the Agreement. Examples of “subject
data” include, but are not limited to computer software, standards, speci fications, engineering drawings and
associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information,
but do not include financial reports, cost analyses, or other similar information used for performance or
administration of the Agreement.
b. General Federal Restrictions. The following restrictions apply to all subject data first produced in the performance
of the Agreement:
(1) Prohibitions. The Subrecipient may not publish or reproduce any subject data, in whole, in part, or in any
manner or form, or permit others to do so.
(2) Exceptions. The prohibitions do not apply to publications or reproductions for the Subrecipient’s own internal
use, an institution of higher learning, the portion of subject data t hat the Federal Government has previously
released or approved for release to the public, or the portion of data that has the Federal Government’s prior
written consent for release.
c. Federal Rights in Data and Copyrights. The Subrecipient agrees that:
(1) General. It must provide a license to its “subject data” to the Federal Government that is royalty -free, non-
exclusive, and irrevocable. The Federal Government’s license must permit the Federal Government to
reproduce, publish, or otherwise use the subject data or permit other entities or individuals to use the subject
data provided those actions are taken for Federal Government purposes, and
(2) U.S. DOT Public Access Plan – Copyright License. The Subrecipient grants to U.S. DOT a worldwide, non-
exclusive, non-transferable, paid-up, royalty-free copyright license, including all rights under copyright, to
any and all Publications and Digital Data Sets as such terms are defined in the U.S. DOT Public Access plan,
resulting from scientific research funded either fully or partially by this funding agreement. The Subrecipient
herein acknowledges that the above copyright license grant is first in time to any and all other grants of a
copyright license to such Publications and/or Digital Data Sets, and that U.S. DOT shall have priority over
any other claim of exclusive copyright to the same.
d. Special Federal Rights in Data for Research, Development, Demonstration, Deployment, Technical Assistance,
and Special Studies Programs. In general, FTA’s purpose in providing federal assistance for a research,
development, demonstration, deployment, technical assistance, or special studies program is to increase
transportation knowledge, rather than limit the benefits of the Award to the Subrecipient and its Third-Party
Participants. Therefore, the Subrecipient agrees that:
(1) Publicly Available Report. When an Award providing federal assistance for any of the programs described
above is completed, it must provide a report of the Agreement that FTA may publish or make available for
publication on the Internet.
(2) Other Reports. It must provide other reports related to the Award that FTA may request.
(3) Availability of Subject Data. FTA may make available its copyright license to the subject data, and a copy
of the subject data to any FTA Recipient or any Third -Party Participant at any tier, except as the Federal
Government determines otherwise in writing.
(4) Identification of Information. It must identify clearly any specific confidential, privileged, or proprietary
information submitted to FTA.
(5) Incomplete. If the Award is not completed for any reason whatsoever, all data developed with federal
assistance for the Award becomes “subject data” and must be delivered as the Federal Government may
direct.
(6) Exception. This section does not apply to an adaptation of any automatic data processing equipment or
program that is both for the Subrecipient’s use and acquired with FTA capital program assistance.
e. License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Subrecipient agrees
that license fees and royalties for patents, patent applications, and inventions produced with federal assistance
provided through the Agreement are program income and must be used in compliance with federal applicable
requirements.
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f. Hold Harmless. Upon request by the Federal Government, the Subrecipient agrees that if it intentionally violates
any proprietary rights, copyrights, or right of privacy, and if its violation under the preceding section occurs from
any of the publication, translation, reproduction, delivery, use or disposition of subject data, then it will indemnify,
save, and hold harmless against any liability, including costs and expenses of the Federal Government’s officers,
employees, and agents acting within the scope of their official duties. The Subrecipient will not be required to
indemnify the Federal Government for any liability described in the preceding sentence, if the violation is caused
by the wrongful acts of federal officers, employees or agents, or if indemnification is prohibited or limited by
applicable state law.
g. Restrictions on Access to Patent Rights. Nothing in this section of this Master Agreement (FTA MA(23))
pertaining to rights in data either implies a license to the Federal Government under any patent, or may be
construed to affect the scope of any license or other right otherwise granted to the Federal Government under any
patent.
h. Data Developed Without Federal Assistance or Support. The Subrecipient agrees that in certain circumstances it
may need to provide to FTA data developed without any federal assistance or support. Nevertheless, this section
generally does not apply to data developed without federal assistance, even though that data may have been used
in connection with the Award. The Subrecipient agrees that the Federal Government will not be able to protect
data developed without federal assistance from unauthorized disclosure unless that data is clearly marked
“Proprietary,” or “Confidential.”
i. Requirements to Release Data. The Subrecipient understands and agrees that the Federal Government may be
required to release data and information the Subrecipient submits to the Federal Government as required under:
(1). The Freedom of Information Act (FOIA), 5 U.S.C. § 552,
(2) The U.S. DOT Common Rules,
(3) U.S. DOT Public Access Plan, which provides that the Subrecipient agrees to satisfy the reporting and
compliance requirements as set forth in the U.S. DOT Public Access plan, including, but not limited to, the
submission and approval of a Data Management Plan, the use of Open Researcher and Contributor ID
(ORCID) numbers, the creation and maintenance of a Research Project record in the Transportation Research
Board’s (TRB) Research in Progress (RiP) database, and the timely and complete submission of all required
publications and associated digital data sets as such terms are defined in the DOT Public Access plan.
Additional information about how to comply with the requirements can be found at:
http://ntl.bts.gov/publicaccess/howtocomply.html, or
(4) Other federal laws, regulations, requirements, and guidance concerning access to records pertaining to the
Award, the accompanying Agreement, and any Amendments thereto.
Miscellaneous Special Requirements
From Section 12. Civil Rights.
a. Disadvantaged Business Enterprise (and Prompt Payment and Return of Retainage). To the extent authorized by
applicable federal laws, regulations, or requirements, the Subrecipient agrees to facilitate, and assures that each
Third-Party Participant will facilitate, participation by small business concerns owned and controlled by socially
and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs),
in the Agreement as follows:
(1) Statutory and Regulatory Requirements. The Subrecipient agrees to comply with:
(a) Section 1101(b) of the FAST Act, 23 U.S.C. § 101 note,
(b) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of
Transportation Financial Assistance Programs,” 49 C.F.R. part 26, and
(c) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement
(FTA MA(23)).
(2) DBE Program Requirements. A Subrecipient that receives planning, capital and/or operating ass istance and
that will award prime third-party contracts exceeding $250,000 the requirements of 49 C.F.R. part 26.
(3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Subrecipient agrees that:
(a) TVM Certification. Each TVM, as a condition of being authorized to bid or propose on FTA-assisted
transit vehicle procurements, must certify that it has complied with the requirements of 49 C.F.R. part
26, and
(b) Reporting TVM Awards. Within 30 days of any third -party contract award for a vehicle purchase, the
Subrecipient must submit to FTA the name of the TVM contractor and the total dollar value of the third
party contract, and notify FTA that this information has been attached to FTA’s electronic award
management system. The Subrecipient must also submit additional notifications if options are exercised
in subsequent years to ensure that the TVM is still in good standing.
(4) Assurance. As required by 49 C.F.R. § 26.13(a):
(a) Recipient Assurance. The Subrecipient agrees and assures that:
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1 It must not discriminate on the basis of race, color, national origin, or sex in the award and
performance of any FTA or U.S. DOT-assisted contract, or in the administration of its DBE program
or the requirements of 49 C.F.R. part 26,
2 It must take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination
in the award and administration of U.S. DOT assisted contracts,
3 Its DBE program, as required under 49 C.F.R. part 26 and as approved by U.S. DOT, is incorporated
by reference and made part of the Underlying Agreement, and
4 Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure to carry
out its terms shall be treated as a violation of the Master Agreement (FTA MA(23)).
(b) Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance. The Subrecipient agrees and
assures that it will include the following assurance in each subagreement and third-party contract it signs
with a Subrecipient or Third-Party Contractor and agrees to obtain the agreement of each of its
Subrecipients, Third Party Contractors, and Third Party Subcontractors to include the following
assurance in every subagreement and third party contract it signs:
1 The Subrecipient, each Third-Party Contractor, and each Third-Party Subcontractor must not
discriminate on the basis of race, color, national origin, or sex in the award and performance of any
FTA or U.S. DOT-assisted subagreement, third party contract, and third party subcontract, as
applicable, and the administration of its DBE program or the requirements of 49 C.F.R. part 26,
2 The Subrecipient, each Third-Party Contractor, and each Third-Party Subcontractor must take all
necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in th e award
and administration of U.S. DOT-assisted subagreements, third party contracts, and third party
subcontracts, as applicable,
3 Failure by the Subrecipient and any of its Third Party Contractors or Third Party Subcontractors to
carry out the requirements of subparagraph 12.e(4)(b) (of FTA MA(23)) is a material breach of their
subagreement, third party contract, or third party subcontract, as applicable, and
4 The following remedies, or such other remedy as the Subrecipient deems appropriate, include, but
are not limited to, withholding monthly progress payments; assessing sanctions; liquidated damages;
and/or disqualifying the Subrecipient, Third Party Contractor, or Third -Party Subcontractor from
future bidding as non-responsible.
(5) Remedies. Upon notification to the Subrecipient of its failure to carry out its approved program, FTA or U.S.
DOT may impose sanctions as provided for under 49 C.F.R. part 26, and, in appropriate cases, refer the
matter for enforcement under either or both 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act
of 1986, 31 U.S.C. § 3801 et seq.
From Section 12. Civil Rights.
b. Nondiscrimination on the Basis of Disability. The Subrecipient agrees to comply with the following federal
prohibitions against discrimination on the basis of disability:
(1) Federal laws, including:
(a) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits
discrimination on the basis of disability in the administration of federally assisted Programs,
Projects, or activities,
(b) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which
requires that accessible facilities and services be made available to individuals with disabilities:
1 For FTA Recipients generally, Titles I, II, and III of the ADA apply, but
2 For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply
because it exempts Indian Tribes from the definition of “employer,”
(c) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that
buildings and public accommodations be accessible to individuals with disabilities,
(d) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited
basis for discrimination, and
(e) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or
individuals with disabilities.
(2) Federal regulations and guidance, including:
(a) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 C.F.R.
part 37,
(b) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,” 49 C.F.R. part 27,
(c) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S.
DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for
Transportation Vehicles,” 36 C.F.R. part 1192 and 49 C.F.R. part 38,
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(d) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49
C.F.R. part 39,
(e) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government
Services,” 28 C.F.R. part 35,
(f) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations
and in Commercial Facilities,” 28 C.F.R. part 36,
(g) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act,” 29 C.F.R. part 1630,
(h) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and
Related Customer Premises Equipment for Persons with Disabilities,” 47 C.F.R. part 64, Subpart F,
(i) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36
C.F.R. part 1194,
(j) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609,
(k) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance,” and
(l) Other applicable federal civil rights and nondiscrimination regulations and guidance.
Section 16. Procurement. For Assignability
a. Federal Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees:
(1 To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations, and
requirements in effect now or later that affect its third-party procurements,
(2) To comply with the applicable U.S. DOT Common Rules, and
(3) To follow the most recent edition and any revisions of FTA Circular 4220.1, “Third Party Contracting
Guidance,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance.
State Requirements
Section 37. Special Notification Requirements for States.
a. Types of Information. To the extent required under federal law, the State, agrees to provide the following
information about federal assistance awarded for its State Program, Project, or related activities:
(1) The Identification of FTA as the federal agency providing the federal assistance for a State Pr ogram or
Project,
(2) The Catalog of Federal Domestic Assistance Number of the program from which the federal assistance for a
State Program or Project is authorized, and
(3) The amount of federal assistance FTA has provided for a State Program or Project.
b. Documents. The State agrees to provide the information required under this provision in the following documents:
(1) applications for federal assistance, (2) requests for proposals, or solicitations, (3) forms, (4) notifications, (5)
press releases, and (6) other publications..
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EXHIBIT E, VERIFICATION OF PAYMENT
This checklist is to assist the Subrecipient in preparation of its billing packets to State. This checklist
is provided as guidance and is subject to change by State. State shall provide notice of any such
changes to Subrecipient. All items may not apply to your particular entity. State’s goal is to
reimburse Subrecipients as quickly as possible and a well organized and complete billing packet
helps to expedite payment.
Verification of Payment –
General Ledger Report must have the following:
Identify check number or EFT number;
If no check number is available, submit Accounts Payable Distribution report with the
General Ledger;
In-Kind (must be pre-approved by State) and/or cash match;
Date of the report;
Accounting period;
Current period transactions; and
Account coding for all incurred expenditures.
If no General Ledger Report, all of the following are acceptable :
copies of checks;
check registers; and
paycheck stub showing payment number, the amount paid, the check number or
electronic funds transfer (EFT), and the date paid.
State needs to ensure that expenditures incurred by the local agencies have been paid by
Party before State is invoiced by Party.
Payment amounts should match the amount requested on the reimbursement. Additional
explanation and documentation is required for any variances.
In-Kind or Cash Match – If an entity wishes to use these types of match, they must be
approved by State prior to any Work taking place.
If in-kind or cash match is being used for the Local Match, the in-kind or cash match
portion of the project must be included in the project application and the statement of work
attached to the Agreement or purchase order. FTA does not require pre-approval of in-kind
or cash match, but State does.
General ledger must also show the in-kind and/or cash match.
Indirect costs – If an entity wishes to use indirect costs, the rate must be approved by State
prior to applying it to the reimbursements.
If indirect costs are being requested, an approved indirect letter from State or your
cognizant agency for indirect costs, as defined in 2 CCR §200. 19, must be provided. The
letter must state what indirect costs are allowed, the approved rate and the time period for
the approval. The indirect cost plan must be reconciled annually and an updated letter
submitted each year thereafter.
Fringe Benefits- Considered part of the Indirect Cost Rate and must be reviewed and
approved prior to including these costs in the reimbursements.
Submit an approval letter from the cognizant agency for indirect costs, as defined in 2 CCR
§200. 19, that verifies fringe benefit, or
Submit the following fringe benefit rate proposal package to State Audit Division:
Copy of Financial Statement;
Personnel Cost Worksheet;
State of Employee Benefits; and
Cost Policy Statement.
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VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: Parking and Transportation Task F orce Recommended Summer 2021 P arking
P rogram
P RE S E NT E R(S ): Greg Hall, Director of P ublic Works and Transportation
AC T IO N RE Q UE S T E D O F C O UNC I L: Provide direction to the staff regarding the
recommended summer 2021 P arking plan that would include directing staff to continue the paid
overnight fee structure put in place during the summers of 2018 and 2019 and set the overnight
fee associated with the program.
B AC K G RO UND:
The purpose of this item is to provide Town Council the Parking & Transportation Task Force
(PAT T F) recommendation for Summer 2021 Parking Program, as follows:
· Request Town Council approve the S ummer 2021 Parking P rogram
The Vail P arking & Transportation Task F orce met on A pril 2, 2021 to review, discuss and make
recommendations for the summer 2021 parking program.
The Vail P arking & Transportation Task Force makes the following recommendations:
I ncrease the $25 f ee to $35 and provide the overnight parking program in the Vail Village and
L ionshead parking structures similar to the program in summer of 2019
P romote the benefits and availability of the Red Sandstone Garage of 72-hour free parking
Oversized parking at West Vail area will require display of a permit and will be allowed E ast of
the West Vail Mall Bus shelter to the Charter Bus parking A rea. T his overnight parking will be
free with the permit.
S TAF F RE C O M M E ND AT IO N: Staff recommends the Town Council approve the Parking and
Transportation Task F orce recommendations for the summer 2021 P arking Program.
AT TAC H ME N TS:
Description
Staff Memo
Lodging Propert\y map
April 20, 2021 - Page 71 of 144
1
TO: Vail Town Council
FROM: Parking and Transportation Task Force
Greg Hall, Director of Public Works and Transportation
DATE: April 20, 2021
SUBJECT: Parking and Transportation Task Force Recommended Summer 2021 Parking Program
I. PURPOSE
The purpose of this item is to:
Provide Town Council the Parking & Transportation Task Force (PATTF) recommendation
for Summer 2021 Parking Program
Request Town Council approve the Summer 2021 Parking Program
II. BACKGROUND
The Vail Parking & Transportation Task Force met on April 2, 2021 to review statistics as well as
make recommendations for the summer 2021 parking program.
The Parking & Transportation Task Force was formed in 1999 in an advisory capacity and has
been enacted through the years at the direction of the Vail Town Council. The role of the 12-
member group is to provide advisory input and recommendations on parking, transit and traffic
operations. Representatives are as follows:
Representing the retail community - Meg Hanlon and Hugh Paine
Representing the restaurant community - Bill Suarez
Representing the lodging community - Brian Butts
Representing the community-at-large - Kent Johnson, Andrew Lanes and Don
Marks
Representing Vail Valley Medical Center - Darryl Flores (Cheryl Cannataro Alt.)
Representing Vail Resorts – Beth Howard and Jeff Babb
Representing the Vail Town Council - Mayor Dave Chapin and Jen Mason
The Task Force is chaired by Mayor Chapin and supported by various departments and agencies
to assist with technical expertise.
The adopted goal of the Town of Vail for parking during the summer is to provide a parking
program in which all but 15 days of overflow parking occur. Summer 2018 and 2019 there were 17,
and 16 days of overflow parking respectively, down from 22 days Summer 2017.
April 20, 2021 - Page 72 of 144
2
The significant change implemented for the summer of 2018 and 2019 vs. previous summers was
an overnight charge for vehicles using the structure. In 2020 due to the Covid crisis the program
was suspended. The garages saw a sharp increase in 2020 overnight use. Once the summer
season was in stride nearly 25 % of the spaces were taken by overnight vehicles. The overnight
program the two previous years was successful reducing the number of vehicles parked overnight
in the structures by half to increase daytime capacity by freeing up 100 to 200 parking spaces per
night.
The summer overnight program included the following components:
An overnight fee of $25 which was charged for vehicles in the structure during the period of
4 AM to 5 AM.
Exceptions were granted for nearby hotels/condos with little to no on-site parking. Vouchers
were distributed to the properties and provided for guests to exit.
Exceptions were made for employees of village businesses, including Vail Health, whose
overnight shifts required them to occupy the structures during these times. Parking passes
were used for those employees.
The policy of free exit for users who choose safe travel arrangements to get home and then
return by 11 AM to retrieve their vehicle administered through the Welcome Centers was
maintained.
Parking vouchers were made available to hotels hosting large group business that caused
overflow on-site parking circumstances.
Those who purchased parking passes for the winter season were encouraged to use their
pass during the summer for ease of entry/exit.
The program was implemented from Memorial Day weekend through the end of
September.
III. TASK FORCE DISCUSSIONS | SUMMER 2021
In reviewing the previous summer programs and looking ahead, Task Force members reacted
favorably to the overall reductions in overnight vehicle storage in the parking structures. The $ 25
per night fee was considered to be a deterrent to discourage a significant amount of vehicle
storage, thereby creating additional capacity for free parking offered during the day and limiting
overflow parking on the frontage road. The task force discussed having the overnight fee more in
line with the Winter overnight fee of $50. The task force settled on $35 for the overnight fee.
Discussions also included recommendations related to Red Sandstone Parking Garage. The
garage will provide 120 additional spaces every day and up to 160 spaces from June 14 to August
11 (summer break) and other non-school days outside of the summer break. This is in addition to
the town’s supply of West Vail paring both near Safeway and West of Fire Station 3.
In reviewing various options, the Task Force recommends promoting the availability of the Red
Sandstone Parking Garage for use during the summer, especially on weekends and during special
events such as the Fourth of July. Most members suggested the Red Sandstone Garage will be a
viable option for those accessing Lionshead and will become increasingly popular as users
experience its convenience. The agreed for up to 72 hours of free parking at Red Sandstone
School.
The Parking and Transportation Task Force reviewed an array of potential locations for
replacement of the 11 oversize parking spaces going away this summer with the construction of
the Community Garden of Learning this spring. In the short term, the recommendation was use of
the spaces across from City Market as well as the current Charter Bus space. Directed staff to
pursue further design and discussions with Colorado Department of Transportation on three areas
of focus. West Val, West Middle Creek and near the Vail Resorts Shop. For the upcoming winter,
April 20, 2021 - Page 73 of 144
3
the area just west of the Fire Station 3 may need to be used as the more permanent solution is
designed, submitted and approved by CDOT before any construction can begin.
IV. RECOMMENDED SUMMERER 2021 PARKING PROGRAM
The Vail Parking & Transportation Task Force makes the following recommendations:
Increase the $25 fee to $35 and provide the overnight parking program in the Vail Village
and Lionshead parking structures similar to the program in summer of 2019
Promote the benefits and availability of the Red Sandstone Garage of 72-hour free parking
Oversized parking at West Vail area will require display of a permit and will be allowed East
of the West Vail Mall Bus shelter to the Charter Bus parking Area. This overnight parking
will be free with the permit.
The summer 2019 parking program was a successful program suspended due to Covid pandemic
in 2020. The program is funded in the 2021 budget. The revenue collected in 2019 covered the
additional expense to carry out the program.
V. ACTION REQUESTED
Provide direction to the staff regarding the recommended summer 2021 Parking plan to include:
Direct staff to continue the paid overnight fee program put in place during the summers of
2018 and 2019
Set the overnight fee associated with the program.
VI. STAFF RECOMMENDATION
Staff recommends the Town Council approve the Parking and Transportation Task Force
recommendations for the summer 2021 Parking Program.
April 20, 2021 - Page 74 of 144
Solaris
Four Seasons
Lodge at Vail
Medical Center
Sonnenalp
(parking)
Library
Evergreen Lodge
Dobson Ice Arena
VIP
Vail 21
Gateway
Mountain Haus
Lionshead Center
Austria Haus
Lift House
Talisman
Scorpio
Alphorn
Vail PlazaHotel & Club
Vantage Point
Westwind
OneWillowBridge
Rowhouses
TheWillows Galatyn
Vail International
RedLion
VillaCortina
9VailRoad
Vorlaufer
VIP South
Tree Tops
Christiania
Edelweiss
SitzmarkLodge
Pepi's /CoveredBridge
1stBank
MountainPlaza
Lion SquareLodge East
ArrabelleatVail Square
Village InnPlazaGondola
Village Core Condos
Skaal Haus
Riverhouse
US Bank
Lodge atLionshead PH I & PH II
Lodge Tower South
PlazaLodge
OneVailPlace
LazierArcade
Vail MountainLodge
RivaRidgeSouth
Creekside
LionsheadArcade
HillBuilding
MillCreekCourt
GoldenBear
VillaValhalla
RivaRidgeNorth
Town of Vail Offices
BellTower
Bishop Park
Gorsuch /Clock Tower
BridgeStreetLodge
SummersLodge
Rucksack
BusTerminal
Lodge atLionshead PH III
GoreCreekPlaza
44WillowPlace
Village Center Condos
VailInterfaithChapel
Lodge at Vail -International Wing
BridgeStreetCondos
VistaBahnBuilding
GalleryBuilding
ChristianiaResidences
Information
HongKongCafeBuilding
SwedishCabin
I 70 Eastbound
I 70 Westbound
VAIL RDE FOREST RD
S FRONTAGE RD W
B E A V E R D A M R D
W MEADOW DR
E MEADOW DR
S FRONTAGE RD E
W FO R ES T R D
SPRADDLE CREEK RD
VAIL LN
ROCKLEDGE RD
N FRONTAGE RD W
GORE CREEK DRBRIDGE STWI L L OW R D
E LIONSHEAD CIR
WILLOW BRIDGE RDM IL L C R E E K C IR
I 70 ON-RAMP 176 (WESTBOUND)
I 70 OFF-RAMP 176 (WESTBOUND)HANSON RANCH RDLION SH EA D MA L L
I 70 OFF-RAMP 176 (EASTBOUND)
I 70 ON-RAMP 176 (EASTBOUND)WILLOW PLB E A V E R D A M C IR
RIVA GLEN
VILLAGE CENTER RDMAIN VAIL ROUNABOUTV
AIL V
A
L
L
E
Y
D
R
0 1,000 2,000500FeetI This map was created by the Town of Vail GIS Team. Use of this map should be for general purposes only.The Town of Vail does not warrant the accuracy of the information contained herein.(w here shown, parcel line work is approxim ate)
Last Modified: April 7, 2021
E x e m p t e d L o d g i n g P a r k i n g M a p - S u m m e r 2 0 2 1Exempted L o d g i n g P a r k i n g M a p - S u m m e r 2 0 2 1
Exempted Lodging Properties
*Properties eligible to receive free overnight guest parking validations to be distributedto the guests by the eligible lodging property due to no or limited onsite parking.
Lodging properties undertaking significant construction projects which adversely affect their overnight parking should contact the Town of Vail Parking Office.
April 20, 2021 - Page 75 of 144
VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: F ord Park Summer Managed Parking P rogram 2021
P RE S E NT E R(S ): Greg Hall Director of Public Works and Transportaion
AC T IO N RE Q UE S T E D O F C O UNC I L: I nput and approval requested.
S TAF F RE C O M M E ND AT IO N: Each spring the summer activities and events calendar is
reviewed by the F ord Park User Groups, including representatives from Town of Vail, Vail
Recreation District, Vail Valley F oundation ( G R FA), Betty Ford Alpine Gardens, B ravo! Vail and
Walking Mountain Science Center as operators of Vail Nature Center). The proposed managed
parking program calendar is attached.
AT TAC H ME N TS:
Description
Calendar
April 20, 2021 - Page 76 of 144
PROPOSED FORD PARK 2021 SUMMER PARKING CALENDAR
A B D
Dates
Event Name
* indicates use of the "Nest"Status of Parking
* Most events at VVF will be
ticketed
VRD = black
Bravo! = RED
BFAG = BLUE
Dance Festival = Green
VVF: Purple
* managed = not paid
May 2021
Tuesday, May 4 Colorado Mountain College Graduation ??Managed Parking (not paid)
Monday, May 10
Friday, May 14 TedX BMHS Rehearsal
Saturday, May 15 TedX BMHS event
Suday, May 19 Homestake Peak Elementary Rehearsal
Thursday, May 20 HPE performance
Fiday, May 21 HPE performance
Saturday, May 22 HPE performance
Sunday, May 23 Vail Christian High School Graduation Managed Parking (not paid)
Monday, May 24 VMS Rehearsal
Thursday, May 27 BMHS Rehearsal
Friday, May 28 VMS Graduation Managed Parking (not paid)
Saturday, May 19 BMHS Graduation Managed Parking (not paid)
Monday, May 31 Vail Valley Academy of Dance Managed Parking (not paid)
June 2021
Tuesday, June 1 Vail Valley Academy of Dance Managed Parking (not paid)
Wednesday, June 2 Vail Valley Academy of Dance Managed Parking (not paid)
Thursday, June 3 Member Plant Sale
Vail Valley Academy of Dance
Managed Parking (not paid)
Friday, June 4 Plant Sale
ASC Michael Franti (option 1)
Paid Parking
4:30 pm
Saturday, June 5 Plant Sale
ASC hold
Paid Parking
Sunday, June 6 Plant Sale
ASC Michael Franti
Paid Parking
4 pm
Monday, June 7
Tuesday, June 8
Wednesday, June 9 GMG Production Meeting NA
Thursday, June 10 GMG Yoga (morning, lower bench)
GoPro Mountains of Music #1
Paid Parking
4 pm
Friday, June 11 GMG Yoga (morning, lower bench)
GoPro Mountains of Music #2
Paid Parking
4 pm
Saturday, June 12 GMG Yoga (morning, lower bench)
Wedding
GoPro Mountains of Music #3
Paid Parking
4 pm
Sunday, June 13 ASC hold
Monday, June 14 Children's Chorale rehearsal
Tuesday, June 15 Children's Chorale rehearsal
Wednesday, June 16 Children's Chorale Performance Managed Parking (not paid)
4 PM
Thursday, June 17 FP & VAF=King of the Mountain Volleyball Paid Parking
Friday, June 18 FP & VAF=King of the Mountain Volleyball
ASC hold
Paid Parking
7 am - 7 pm
revised 4/15/2021 Page 1
April 20, 2021 - Page 77 of 144
PROPOSED FORD PARK 2021 SUMMER PARKING CALENDAR
A B D
Dates
Event Name
* indicates use of the "Nest"Status of Parking
* Most events at VVF will be
ticketed
VRD = black
Bravo! = RED
BFAG = BLUE
Dance Festival = Green
VVF: Purple
* managed = not paid
Saturday, June 19 FP & VAF=King of the Mountain Volleyball
ASC hold
Paid Parking
7 am - 7 pm
Sunday, June 20 FP & VAF=King of the Mountain Volleyball
Private Event
ASC hold
Paid Parking
7 am - 7 pm
Monday, June 21 FP & VAF=Vail Lacrosse Tournament*
ASC hold
Paid Parking
7 am - 7 pm
Tuesday, June 22 FP & VAF=Vail Lacrosse Tournament*
HSN #1
Paid Parking
7 am - 7 pm
Wednesday, June 23 FP & VAF=Vail Lacrosse Tournament*
Bravo - ASMF Load in/Rehearsal
Paid Parking
7 am - 7 pm
Thursday, June 24 Bravo - ASMF Load in/Rehearsal
Bravo - ASMF Concert
Paid Parking
3:30 pm
Friday, June 25 VIP Book Launch
Craft Beer
Saturday, June 26 FP & VAF=Vail Lacrosse Shootout*
Bravo - ASMF Rehearsal
Bravo - ASMF Concert*
Member Breakfast
Book Launch Open House
Craft Beer
Paid Parking
3:30 pm
Sunday, June 27 FP & VAF=Vail Lacrosse Shootout*
Bravo - ASMF Rehearsal
Bravo - ASMF Concert*
Paid Parking
7 am - 7 pm
Monday, June 28 FP & VAF=Vail Lacrosse Shootout*
ASC hold
Paid Parking
7 am - 7 pm
Tuesday, June 29 FP & VAF=Vail Lacrosse Shootout*
HSN #2
Paid Parking
7 am - 7 pm
Wednesday, June 30 FP & VAF=Vail Lacrosse Shootout*
Bravo - DSO Load in/Rehearsal
Bravo - DSO Concert*
Paid Parking
7 am - 7 pm
July 2021
Thursday, July 1 FP & VAF=Vail Lacrosse Shootout*
Workshop
Bravo - DSO Rehearsal
Bravo - DSO Concert*
Paid Parking
7 am - 7 pm
Friday, July 2 FP & VAF=Vail Lacrosse Shootout*
Bravo - DSO Rehearsal
Bravo - DSO Concert*
Paid Parking
7 am - 7 pm
Saturday, July 3 FP & VAF=Vail Lacrosse Shootout*
ASC - HOLD
Paid Parking
7 am - 7 pm
Sunday, July 4 FP & VAF=Vail Lacrosse Shootout*
Bravo - Rehearsal
Bravo - Patriotic
revised 4/15/2021 Page 2
April 20, 2021 - Page 78 of 144
PROPOSED FORD PARK 2021 SUMMER PARKING CALENDAR
A B D
Dates
Event Name
* indicates use of the "Nest"Status of Parking
* Most events at VVF will be
ticketed
VRD = black
Bravo! = RED
BFAG = BLUE
Dance Festival = Green
VVF: Purple
* managed = not paid
Monday, July 5 Bravo - DSO Rehearsal
Bravo - DSO Concert*
Paid Parking
3:30 pm
Tuesday, July 6
HSN #3
Paid Parking
4:30 pm
Wednesday, July 7 ASC - HOLD
Thursday, July 8 Chefs in the Garden
ASC - Lindsey Stirling
Paid Parking
4:30 pm
Friday, July 9 Bravo - TPO Load in/Rehearsal
Bravo - TPO Concert*
Paid Parking
3:30 pm
Saturday, July 10 Bravo - TPO Rehearsal
Sunday, July 11 Bravo - TPO Rehearsal
Tuesday, July 13 Star Dancing Gala Paid Parking
4:30 pm
Wednesday, July 14
Thursday, July 15 Chefs in the Garden
Friday, July 16 FP=Baseball Tournament-Youth*
Bravo - TPO Rehearsal
Bravo - TPO Concert*
Paid Parking
7 am - 7 pm
Saturday, July 17 FP=Baseball Tournament-Youth*
Private Event
Bravo - TPO Rehearsal
Bravo - TPO Concert*
Paid Parking
7 am - 7 pm
Sunday, July 18 FP=Baseball Tournament-Youth*
ASC Hold
Monday, July 19 ASC Hold
Tuesday, July 20 HSN #4 Paid Parking
4:30 pm
Wedneday, July 21 Bravo - NYP Rehearsal
Bravo - NYP Concert*
Paid Parking
3:30 pm
Thursday, July 22 Chefs in the Garden
ASC Hold
Friday, July 23 Bravo - NYP Rehearsal
Bravo - NYP Concert*
Paid Parking
3:30 pm
Saturday, July 24 FP & VAF=Vail Invitational Men's Soccer
Bravo - NYP Rehearsal
Bravo - NYP Concert*
Paid Parking
3:30 pm
Sunday, July 25 FP & VAF=Vail Invitational Men's Soccer
Bravo - NYP Rehearsal
Bravo - NYP Concert*
Paid Parking
3:30 pm
Monday, July 26 ASC Hold
Tuesday, July 27 Private Event
Bravo - NYP Rehearsal
Bravo - NYP Concert*
Paid Parking
3:30 pm
Wednsday, July 28 Bravo - NYP Rehearsal
Bravo - NYP Concert*
Paid Parking
3:30 pm
Thursday, July 29 Workshop
Chefs in the Garden
Garden Soiree
revised 4/15/2021 Page 3
April 20, 2021 - Page 79 of 144
PROPOSED FORD PARK 2021 SUMMER PARKING CALENDAR
A B D
Dates
Event Name
* indicates use of the "Nest"Status of Parking
* Most events at VVF will be
ticketed
VRD = black
Bravo! = RED
BFAG = BLUE
Dance Festival = Green
VVF: Purple
* managed = not paid
Friday, July 30 FP&VAF=Kick it 3v3 Soccer*
Vail Dance Festival
Paid Parking
7 am - 7 pm
Saturday, July 31 FP&VAF=Kick it 3v3 Soccer*
Vail Dance Festival
Wedding
Paid Parking
7 am - 7 pm
August 2021
Sunday, Aug. 1 FP&VAF=Kick it 3v3 Soccer* Paid Parking
7 am - 7 pm
Monday, Aug. 2 Vail Dance Festival Paid Parking
Tuesday, Aug. 3
Wednesday, Aug. 4 Vail Dance Festival Paid Parking
Thursday, Aug. 5 FP=Let's Go Volleyball*
Chefs in the Garden
Friday, Aug. 6 Transrockies camping at VAF | FP=Let's Go Volleyball*
Vail Dance Festival
Paid Parking
4:30 pm
Saturday, Aug. 7 Transrockies camping at VAF | FP=Let's Go Volleyball*
Vail Dance Festival / Tiny Dance Tea Party
Paid Parking
4:30 pm
Sunday, Aug. 8 FP=Let's Go Volleyball*
VDF Brunch
Monday, Aug. 9 Vail Dance Festival Paid Parking
4:30 pm
Tuesday, Aug. 10 Vail Dance Festival/TBD Paid Parking
4:30 pm
Wednesday, Aug. 11
Thursday, Aug. 12 Chefs in the Garden
Friday, August 13 VAF = Vail WIne Classic
Saturday, Aug. 14 VAF = Vail WIne Classic
Sunday, Aug. 15 ASC Hold
Monday, Aug. 16
ASC Hold
Tuesday, Aug. 17
HSN #5
Paid Parking
4:30 pm
Wednesday, Aug. 18 ASC Hold
Thusday, Aug. 19 Workshop
ASC Hold
Friday, August 20 ASC Hold
Saturday, August 21 FP=Triple Bypass Finish
Sunday, August 22 FP=Triple Bypass Start
Snowsports museum gala
Paid Parking
4:30 pm
Tuesday, Aug. 24
HSN #6
Paid Parking
4:30 pm
Wednesday, Aug. 25 ASC Hold
Thursday, Aug. 26
Friday, Aug. 27 ASC Hold
Saturday, Aug. 28 ASC Hold
Sunday, Aug. 29
Monday, Aug. 30
revised 4/15/2021 Page 4
April 20, 2021 - Page 80 of 144
PROPOSED FORD PARK 2021 SUMMER PARKING CALENDAR
A B D
Dates
Event Name
* indicates use of the "Nest"Status of Parking
* Most events at VVF will be
ticketed
VRD = black
Bravo! = RED
BFAG = BLUE
Dance Festival = Green
VVF: Purple
* managed = not paid
Tuesday, Aug. 31
HSN #7
Paid Parking
4:30 pm
September 2021
Sept. 1 ASC Hold
Sept. 2 Workshop
ASC Hold
Sept. 3 ASC Hold
Sept. 4 ASC Hold
Sept. 5
Vail Jazz ->Uplift 'spiritual Sunday'
Sept. 6 B'nai Vail TBD
Sept. 7 B'nai Vail TBD
Sept. 8 ASC Hold
Sept. 9 ASC Hold
Sept. 10 ASC Hold
Sept. 11 ASC Hold
Sept. 12
Sept. 13
Sept. 14 ASC Hold
Sept. 15 B'nai Vail TBD
Sept. 16 B'nai Vail TBD
Sept. 17 ASC Hold
Sept. 18 Taste of Vail hold 1 TBD
Sept. 19 ASC Hold
Sept. 20 ASC Hold
Sept. 21 ASC Hold
Sept. 22 ASC Hold
Sept. 23 ASC Hold
Sept. 24 ASC Hold
Sept. 25 Taste of Vail hold 2 TBD
Sept. 26
PLEASE NOTE THIS SCHEDULE IS SUBJECT TO CHANGES
There will be more weddings/private events
ASC = "Amp Summer Concerts" formerly Whistle Pig vail aka "AEG Presents concert" All Concerts once confirmed will be paid parking
revised 4/15/2021 Page 5
April 20, 2021 - Page 81 of 144
VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: Children's Garden of L earning Relocation Project Construction Contract
Negotiations
P RE S E NT E R(S ): Tom Kassmel, Town E ngineer
AC T IO N RE Q UE S T E D O F C O UNC I L: Town Council directs the Town Manager to negotiate
with MW Golden to come to an agreed upon contract price to complete construction of the project.
B AC K G RO UND: I n J anuary the Town Council awarded the Children’s Garden of L earning
(C G L ) P roject’s modular building construction contract to Palomar Modular B uildings. T he Town
has sincee advertised the General Contractor (G C) portion of the C G L P roject which includes the
site work and architectural elements of the project. Despite numerous bid extensions and reaching
out to several local G C’s, the Town received no bids, however there is one interested G C.
S TAF F RE C O M M E ND AT IO N: Staff recommends that the Town Council directs the Town
Manager to negotiate with MW Golden to come to an agreed upon contract price to complete the
work and to return on May 4 to award a contract.
AT TAC H ME N TS:
Description
Memo
April 20, 2021 - Page 82 of 144
To: Vail Town Council
From: Public Works Department
Date: April 20, 2021
Subject: Children’s Garden of Learning Relocation Construction Contract Negotiations
I. SUMMARY
On January 19, 2021, the Town Council awarded the Children’s Garden of Learning
(CGL) Project’s modular building construction contract to Palomar Modular Buildings.
The Town of Vail then advertised the General Contractor (GC) portion of the CGL
Project on February 17, 2021. The GC portion of the work includes the site work,
excavation, utility, building foundation, and architectural elements of the project.
Despite numerous bid extensions and reaching out to several local GC’s, the Town
received no bids as of the final Bid Date of April 15.
However, one GC, MW Golden, remains interested in completing the work, however
due to limited subcontractor availability they were unable to receive all necessary
subcontractor components by the Bid Date.
In an effort to keep the project moving forward, staff recommends that the Town work
with MW Golden to retain the necessary subcontractors and to negotiate an agreed
upon contract price. The Town has contracted successfully with MW Golden previously
on a project, the Lionshead Entry Project, which is immediately adjacent to the CGL
project. We are fully confident in their abilities to provide the town with a great project.
Upon successful completion of negotiations, staff would return to Council for a contract
award on May 4.
Considering the contract award delay, the start of the project will be delayed at least
until mid-May, with a delayed completion date of mid-September. Once construction
begins the Oversize Parking “Charter Bus” Lot will be closed indefinitely. Oversize
vehicles will be directed to West Vail across from Safeway and west of the West Vail
Fire Station this year, while alternate locations are developed. The alternate location
evaluation is currently on-going, with alternatives expected to be presented to the
Planning and Environmental Commission this spring.
April 20, 2021 - Page 83 of 144
Town of Vail Page 2
II. STAFF RECOMMENDATION
Staff recommends that the Town Council directs the Town Manager to negotiate with
MW Golden to come to an agreed upon contract price to complete the work and to
return on May 4 to award a contract.
April 20, 2021 - Page 84 of 144
VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: Resolution No. 19, S eries of 2021, a Resolution to A dopt the Updated Goals of
the Climate A ction Plan for the Eagle County Community
P RE S E NT E R(S ): K risten Bertuglia, E nvironmental Sustainability Director
AC T IO N RE Q UE S T E D O F C O UNC I L: A pprove, approve with amendments or deny
Resolution No. 19, Series of 2021
B AC K G RO UND: I n 2016 over thirty (30) diverse stakeholders from the Eagle County
community participated in a nine (9) month-long process to develop the Climate A ction Plan
(C A P)and associated goals of reducing greenhouse gas (G HG) emissions by 25% by 2025 and
80% by 2050 in accordance with the recommendations of the I ntergovernmental Panel on Climate
Change (I P C C). I n J anuary 2017, the Vail Town Council passed Resolution No. 2, Series of 2017
supporting the goals established in the C A P. I n 2020, the C A P was updated to incude an interim
milestone goal of 50% reduction of G HG emissions by 2030. The Vail Town Council is being
asked to approve Resolution No. 19, S eries of 2021, in support of the updated C A P and goals
established within.
S TAF F RE C O M M E ND AT IO N: A pprove, approve with amendments or deny Resolution No. 19,
S eries of 2021
AT TAC H ME N TS:
Description
Resolution No. 19, Series 2021 Memorandum
Resolution No. 19, Series 2021 Presentation
Attachment A. Climate Action Plan 2020 Update
Attachment B. Resolution No. 19, Series of 2021
April 20, 2021 - Page 85 of 144
1 Climate Change in Colorado: A Synthe s is to Support Water Resources Management and Adaptation. A report for the CWCB.
2014. Jeff Lukas, CU CIRES WWA. http:ll cwcb.state.co.us l environmenVclimate-c hange
To: Vail Town Council
From: Environmental Sustainability Department
Date: April 20, 2021
Subject: Resolution No. 19, Series of 2021, a resolution adopting the goals of the Climate
Action Plan 2020 Update for the Eagle County Community
I. Purpose
The purpose of this memorandum and presentation is to present for adoption Resolution No. 19,
Series of 2021, supporting the goals of the Climate Action Plan 2020 Update for the Eagle
County Community (CAP).
II. Background
In 2016 over thirty (30) diverse stakeholders from the Eagle County community participated in a
nine (9) month-long process to develop the Climate Action Plan the Eagle County Community
(CAP) with the intention of meeting the following goals:
1. Set meaningful, achievable greenhouse gas emissions reduction targets for Eagle
County.
2. Educate and engage our community about climate change.
3. Build on the knowledge and commitment of fellow community members.
4. Collaborate across towns, agencies, and organizations.
5. Support and reflect state goals and regional efforts.
In January 2017 Vail Town Council approved Resolution No. 2, series of in January 2017 to
adopt the goals of the CAP and endeavored to meet the goals of the plan through financial
support to the Climate Action Collaborative (CAC), ongoing Town of Vail initiatives, integration
with Town of Vail and community plans, and participation in community actions that reduce
greenhouse gas (GHG) emissions. The CAP established goals of a 25% reduction in GHG
emissions by 2025 over 2014 levels and an 80% reduction by 2050. Town of Vail staff actively
participates in the working groups of the Climate Action Collaborative, including the Materials
Management, Transportation, Building, Energy Supply, Water, and Local Government groups.
Since implementation, the CAC has worked to implement strategies to achieve GHG emission
reduction goals established and is on target to achieve the 2025 goal of 25% GHG emissions
reduction. Following an extensive modeling process with Western Colorado University, the CAC
updated the CAP in 2020 to include an interim milestone goal of a 50% reduction in GHG
emissions by 2030. The CAC also vetted several strategies and actions to implement to achieve
these carbon reduction goals.
April 20, 2021 - Page 86 of 144
Colorado Climate Trends
Given the trends in the Colorado climate of an increasing average annual temperature, (up 2.5°
F) in the last fifty (50) years, daily minimum temperatures increasing more than daily
maximums, timing of peak runoff and snowmelt shifting 1-4 weeks earlier in the season, and
about 23 more frost-free days per year1, along with an increase in wildfire season by nearly a
month (according to District US Forest Service officials), local action and international
leadership to slow the impacts of climate change is critical to Vail's sustainability as the
premier resort community. The impacts on Colorado flora and fauna are also well
documented. For example, marmots now come out of hibernation 38 days earlier than in
the 1900s, robins arrive two weeks earlier while some never leave, and larkspur and
helianthus bud too early and then freeze, impacting butterflies and other insects.
Future projections
Models indicate earlier spring snowpack decline and continued shift in peak snowmelt, as
much as a 6.5° F statewide average temperature increase by 2050, with summer
temperatures increasing more than winter and more extreme wildfire, drought, and flood
events.
Eagle County Greenhouse Gas Emissions Inventory
Supported by Eagle County government, Clean Energy Economy for the Region (CLEER), a
Garfield County non-profit organization, performed greenhouse gas (GHG) emissions
inventories for Eagle County in 2014 and 2017. GHG emissions from energy use in Eagle
County in 2017 totaled 1.28 million metric tons of carbon dioxide equivalent (CO2e). This is a
reduction of 59,900 metric tons compared to 2014 emissions of 1.4 million metric tons of CO2e,
a 4% reduction. This reduction in emissions comes primarily in the electricity sector, which was
reduced by 27%. Eagle County users consumed 2% less electricity, and Holy Cross Energy
increased renewables on the grid from 20.3% in 2014 to 39% in 2017.
Total emissions in Eagle County by sector – 2014 Total emissions in Eagle County by sector – 2017
April 20, 2021 - Page 87 of 144
Results indicate that greenhouse gas emissions divided on a per capita basis are higher in
Eagle County than the U.S. and Colorado. Contributing factors are transportation, second
homes and lodging.
Emissions per Capita, 2014 & 2017 Metric tons of CO2e
Vail Greenhouse Gas Emissions Inventory
CLEER further broke down the County inventories by community. Vail's GHG emissions are
comparably higher than other communities, due to high impact from ski industry, guests,
snowmelt, and transportation. While Vail’s emissions remain higher than other communities,
Vail achieved a reduction from 2014 to 2017 of about 40,000 me tric tons CO2e . Much was a
result of the increase in renewable energy on the Holy Cross Energy electric grid.
Change in Emissions by Community, by Residential and Commercial Sectors, 2014 & 2017; Metric tons of CO2e
April 20, 2021 - Page 88 of 144
In 2020 Vail conducted its first community wide greenhouse gas inventory through the ICLEI
Mountains Towns 2030 cohort. The inventory was conducted using data from 2018. This
inventory will serve as a 2018 baseline for emissions associated with the entire Town of Vail
community. 43.4% of GHG emissions are from commercial energy, including the town’s
snowmelt system; 30.7% of emissions are from transportation and mobile sources, which
includes a percentage of Eagle County Airport activity; 14.5% of emissions are from residential
energy sources; 10% of emissions are related to solid waste; and 1.4% of emissions are
associated with water and wastewater treatment.
Vail Community Wide Greenhouse Gas (GHG) Inventory from 2018 data; metric tons of CO2e
Vail's Current Climate and Waste Diversion Goals
The 2009 Environmental Sustainability Strategic Plan (ESSP) holds the town to a 20% reduction
in town-wide greenhouse gas emissions by 2020 (below 2006 levels), a 25% increase in waste
diversion by 2019 (below 2009 levels), and a reduction of vehicle miles traveled (VMT) by
commuters and guests 20% by 2020 (below 2009 levels). Staff is working to update the
Environmental Sustainability Strategic Plan and goals established within.
Ill. CLIMATE ACTION PLAN IN PRACTICE
By adopting Resolution No. 19, Series of 20 21 , the Town of Vail will add to its climate action
goals an additional milestone goal of 50% emissions reduction target by 2030 included in the
CAP 2020 Update, in addition to the already adopted 25% emissions reduction target by 2025,
and 80% by 2050 included in the original 2016 CAP (note: the CAP uses a baseline year of
2014, making the town's goals slightly more aggressive). The stakeholder committee put forth
April 20, 2021 - Page 89 of 144
this target based upon the recommendations of the Intergovernmental Panel on Climate
Change which states:
In order to stabilize CO2 concentrations at about 450 ppm by 2050,
global emissions would have to decline by about 60% by 2050.
Industrialized countries greenhouse gas emissions would have to
decline by about 80% by 2050. [This] will require keeping the
total global average warming to no more than 1.1C0 /2°F above
present levels.12
As the CAP is a collaborative and aspirational plan, the updated specific pathways to reaching
50% emissions reductions by 2030 and 80% by 2050 have been fully vetted through detailed
modeling and technical expertise from Western Colorado University. The modeling also
provided a comparison of emissions reduction potentials for a series of strategies and action
items to achieve the goals. The CAC sector teams, comprised of experts in the community,
were consulted on the feasibility of implementing these strategies locally, including identifying
gaps and barriers that need to be addressed to move these big strategic moves forward.
Through these discussions during 2020, the CAC recognized that each of the idenitfied
strategies had 2050 as the implementation year. Given 2050 is 30 years out and a lot can
change in that time span, the CAC identified a shorter timeline to inspire immediate action. In
addition, over the last few years a number of state, federal, and international targets are set for
the year 2030. The CAC now aligns with these goals, including those established in the State of
Colorado’s Greenhouse Gas Pollution Reduction Roadmap, which set a 50% reduction target
by 2030.
2 Hasol, S. (2007). Presidential Climate Action Report. Emissions reductions needed to stabilize climate.
https://www.climatecommunication.org/wp -content/uploads/2011/08/presidentialaction.pdf
April 20, 2021 - Page 90 of 144
Modeling exercise conducted by Western Colorado University with GHG emissions reduction potential per strategy.
The CAP contains six categories of recommended strategy areas: 1) Education and Outreach,
2) Commercial Buildings, 3) Waste and Landfill, 4) Residential Buildings, 5) Transportation and
Mobility, 6) Energy Supply. A series of task meetings with the Climate Action Collaborative
(CAC) working groups have identified the top three recommended action items in each strategy
area and will continue to work to implement the strategies. The CAP 2020 Update also identified
additional strategy areas to implement, which include: Carbon Sequestration, Water Resiliency,
and Wildfire Resiliency. The ideas and concepts of the CAP will inform the next phase of the
ESSP, which serves as a roadmap for the Town of Vail to achieve the goals with more specific
actions.
Each category includes corresponding action items that the County communities may take to
achieve their climate goals. Adoption of Resolution No 19. does not obligate the Town of Vail to
action, but rather to support the overarching goals of the CAP 2020 Update and utilize the
framework in future sustainability planning.
IV. NEXT STEPS FOR THE CLIMATE ACTION PLAN 2020 UPDATE
To date, the Eagle County Board of County Commissioners, the towns of Avon, Minturn, Eagle,
and Basalt, Edwards Metro District, Eagle County School District, Eagle River Water and
Sanitation District, Holy Cross Energy, Eagle Valley Land Trust, Mountain Recreation, Colorado
Mountain College in Edwards, Upper Eagle River Water Authority, Vail Resorts, Walking
April 20, 2021 - Page 91 of 144
Mountains Science Center, Vail Valley Foundation, Vail Mountain School, R&H Mechanical, and
The Wren at Vail have committed to supporting the goals of the CAP.
Eagle County Government and Town of Minturn plan to adopt resolutions to support the CAP
2020 Update in April, and the towns of Avon and Eagle, Edwards Metro District and Eagle River
Water and Sanitation District are working towards resolution adoption in the coming months.
IV. STAFF RECOMMENDATION
Staff recommends the Vail Town Council adopt Resolution No. 19, Series of 20 21 supporting
the updated goals and utilizing the recommendations of the CAP 2020 Update where
appropriate in developing the next phase of the ESSP.
IV. ATTACHMENTS
A. Resolution No. 19 , Series of 2021
B. Climate Action Plan 2020 Update for the Eagle County Community
April 20, 2021 - Page 92 of 144
Climate Action Plan
Update 2020 PRESENTATION BY
Kristen Bertuglia
Environmental
Sustainability Director
April 20, 2021 - Page 93 of 144
March, 2021
April 20, 2021 - Page 94 of 144
Targets for GHG Emissions Reduction
Climate Action Plan –2016
25% by 2025
50% by 2035
80% by 2050
Climate Action Plan –2020 Update
25% by 2025
50% by 2030
80% by 2050
Town of Vail | Environmental Sustainability
1.Carbon Sequestration
2.Explicit tie to Resilience Plan for Eagle County
a.Water Resilience
b.Wildfire Resilience
New Additions to the Climate Action Plan
April 20, 2021 - Page 95 of 144
April 20, 2021 - Page 96 of 144
April 20, 2021 - Page 97 of 144
GHG Forecast to 2050
50% Reduction
April 20, 2021 - Page 98 of 144
43.4%
30.7%
14.5%
10%
1.4%
April 20, 2021 - Page 99 of 144
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Appendix B: Literature Cited
Brandt, N. E., Brazeau, A. G., Browning, K. C., Meier, R. M.* 2017. Carbon Sequestration in Colorado's Lands: An Integrated Spatial & Policy Analysis. University of Colorado
Boulder. https://www.conservationgateway.org/ConservationByGeogra-
phy/NorthAmerica/UnitedStates/Colorado/Pages/CarbonSequestrationinColoradosLandsAnIntegratedSpatialAndPolicyAnalysis.aspx
Colorado Energy Oce. 2020. GHG Pollution Reduction Roadmap. https://energyoce.colorado.gov/climate-energy/ghg-pollu-
tion-reduction-roadmap#:~:text=Sets%20Colorado%20statewide%20goals%20to,emissions%20that%20existed%20in%202005.
Colorado Energy Oce. 2020. Rebuild and Re-Energize: Local Government Toolkit for a Resilient Clean Energy Future. https://storymaps.arcgis.com/sto-
ries/786dca153b1f4275946530d56ccdced4
Eagle County. 2020. The Eagle County Community Resilience Plan. https://www.resilienteaglecounty.com/
Eagle County Government and Clean Energy Economy for the Region. 2016. Eagle County Energy Inventory for the year 2014. http://www.eaglecounty.us/EnvHealth/Docu-
ments/General/Energy_Inventory/
Eagle County Government and Clean Energy Economy for the Region. 2019. Eagle County Energy Inventory for the year 2017. https://www.walkingmountains.org/wp-con-
tent/uploads/2019/11/Eagle-County-Energy-Inventory-2017_FINAL-1.pdf
Eagle County Government and Walking Mountains Science Center. 2016. Climate Action Plan for the Eagle County Community. https://hub.walkingmountains.org/down-
load-the-climate-action-plan-for-the-eagle-county-community
Intergovernmental Panel on Climate Change (IPCC). 2018. Global warming of 1.5ºC. https://www.ipcc.ch/sr15/
National Resources Defense Council. 2018. Beneficial Electrification: Plug in for the Greener Grid. https://www.nrdc.org/experts/vignesh-gowrishankar/ben-
cial-electrification-plug-greener-grid#:~:text=In%20part%2C%20beneficial%20electrification%20describes,buildings%2C%20equipment%2C%20and%20devices.
US. Census Bureau. 2019. Eagle County Commuting Characteristics by Sex. https://data.census.gov/cedsci/table?q=Eagle%20County,%20Colo-
rado%20Employment&tid=ACSST5Y2019.S0801&hidePreview=true
Western Colorado University Modeling. 2020. https://www.walkingmountains.org/climate-action-collaborative/greenhouse-gas-inventories/
17April 20, 2021 - Page 118 of 144
April 20, 2021 - Page 119 of 144
RESOLUTION NO. 19
Series of 2021
RESOLUTION TO ADOPT
THE UPDATED GOALS OF THE CLIMATE ACTION PLAN
FOR THE EAGLE COUNTY COMMUNITY
WHEREAS, the Town of Vail recognizes that scientific evidence for warming of the
earth' s climate system from human activities is unequivocal. Combustion of fossil fuels is
increasing the concentration greenhouse gases in the atmosphere, pushing average global
temperatures higher and changing our mountain ecosystems —making winters warmer and
shorter, summers longer and hotter, and increasing the risks of wildfires, droughts and floods;
and
WHEREAS, in 2016 a group of over 30 stakeholders representing local governme nts,
businesses, schools, and nonprofits from throughout Eagle County collaboratively worked on
the creation of a community-wide Climate Action Plan (CAP) to guide greenhouse gas (GHG)
emissions reductions into the future; and
WHEREAS, Vail Town Council approved Resolution No. 2, series of in January 2017 to
adopt the goals of the Climate Action Plan and endeavored to meet the goals of the plan
through financial support to the Climate Action Collaborative, ongoing Town of Vail initiatives,
integration with Town of Vail and community plans, and participation in community actions that
reduce GHG emissions; and
WHEREAS, the 2014 Eagle County Energy Inventory found that GHG emissions in
baseline year 2014 were 1.4 million metric tons of carbon dioxide equivalent (CO2 e) with 60%
emissions from commercial and residential building sectors, 27% from vehicles, 10% from
landfill, and 3% from airport. Community-wide energy costs for the year 2014 was $243 million;
and
WHEREAS, the first Climate Action Plan for the Eagle County Community dated
December 13, 2016 set a GHG emissions reduction goal of 25% by 2025, and 80% reduction by
2050 (baseline 2014); and
WHEREAS, in 2018 the second Eagle County Energy Inventory for year 2017 was
conducted to compare GHG emissions to the baseline year 2014. The study found GHG
emissions were reduced by 59,900 metric tons in 2017 compared to 2014, a 4% reduction.
Residential buildings reduced electricity consumption by 2%, and Holy Cross Energy increased
renewables on the grid from 20% in 2014 to 39% in 2017. A third Energy Inventory is now
underway for year 2020; and
WHEREAS, the 2020 Town of Vail community-wide Greenhouse Gas Inventory for year
2018 found GHG emissions totaled 244,217 metric tons of carbon dioxide equivalent (CO2 e)
with 43.4% emissions from commercial sources, 30.7% from transportation, 14.5% from
residential buildings, 10% from solid waste, and 1.4% from water and wastewater treatment;
and
WHEREAS, Holy Cross Energy reports that 44% of electricity provided to their members
in Eagle County is now produced from renewable energy sources, and is committed to providing
100% renewable-sourced electricity by 2030. Modeling provided by Western Colorado
University shows that Holy Cross Energy’s actions to adopt renewable energy resources will
April 20, 2021 - Page 120 of 144
substantially meet the Climate Action Plan’s near term goal of 25% reduction in community
GHG emissions by 2025, but will n ot be sufficient to offset the increase in GHG emissions from
population growth and continued use of natural gas for heating and gasoline/diesel for
transportation in the years 2025 to 2030; and
WHEREAS, the Town of Vail participates in the Holy Cross Energy PuRE program and
pays a rate to ensure all electricity for municipal operations is 100% solar renewable energy ;
and
WHEREAS, the update to the Climate Action Plan dated December, 2020, attached
hereto as Exhibit A, (the “Climate Action Plan, Update 2020”) adds interim targets and sets
shared community goals to reduce GHG emissions 25% by 2025, 50% by 2030, 70% by 2045,
and 80% reduction by 2050 (baseline 2014). The Climate Action Plan, Update 2020 also
provides revised priorities for climate actions, for consideration by community leaders and
decision makers in creating positive solutions for future generations.
NOW, THEREFORE BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
VAIL, STATE OF COLORADO:
THAT, the Town of Vail hereby adopts the goals of the Climate Action Plan, Update
2020, and endeavors to meet the goals of the Climate Action Plan, Update 2020 through
ongoing Town of Vail initiatives, integration with Town of Vail and community plans, and through
promotion of and participation in community actions that reduce GHG emissions.
THAT, the Town of Vail hereby finds, determines, and declares that this Resolution is
necessary for the public health, safety, and welfare of the residents/constituents of the Town of
Vail, State of Colorado.
INTRODUCED, READ, APPROVED AND ADOPTED this 20 th day of April 2021.
__________________________________
David Chapin, Mayor, Town of Vail
ATTEST:
_______________________________
Tammy Nagel, Town Clerk
April 20, 2021 - Page 121 of 144
VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: Ordinance No. 9, S eries of 2021 E mergency Ordinance Repealing E mergency
Ordinance No. 19 Series of 2020 Outdoor Mask Mandate
P RE S E NT E R(S ): S cott Robson, Town Manager
AC T IO N RE Q UE S T E D O F C O UNC I L: A pprove, approve with amendments or deny
Ordinance No. 9, Series of 2021
B AC K G RO UND: On November 17, 2020, the Town Council adopted Ordinance No. 19, S eries
2020, which required face coverings in the Town of Vail in certain circumstances, due to the
C O V I D pandemic and the Town Council now wishes to repeal Ordinance No. 19, Series 2020,
effective immediately.
S TAF F RE C O M M E ND AT IO N: A pprove, approve with amendments or deny Ordinance No. 9,
S eries of 2021
AT TAC H ME N TS:
Description
Ordinance 9, Series 2021
public input
April 20, 2021 - Page 122 of 144
4/15/2021
\\FILESERVER2019\REDIRECTED$\SBIBBENS\DESKTOP\FACE COVERINGS REPEAL-O041521.DOCX
ORDINANCE NO. 9
SERIES 2021
AN EMERGENCY ORDINANCE REPEALING ORDINANCE NO. 19,
SERIES 2020, TO ELIMINATE THE REQUIREMENT FOR FACE
COVERINGS IN THE TOWN OF VAIL
WHEREAS, on November 17, 2020, the Town Council adopted Ordinance No. 19,
Series 2020, which required face coverings in the Town of Vail in certain circumstances,
due to the COVID pandemic; and
WHEREAS, the Town Council now wishes to repeal Ordinance No. 19, Series
2020, effective immediately.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO, THAT:
Section 1. Ordinance 19, Series 2020, is hereby repealed in its entirety.
Section 2. Severability. If any part, section, subsection, sentence, clause or
phrase of this ordinance is for any reason held to be invalid, such decision shall not affect
the validity of the remaining portions of this ordinance; and the Town Council hereby
declares it would have passed this ordinance, and each part, section, subsection,
sentence, clause or phrase thereof, regardless of the fact that any one or more parts,
sections, subsections, sentences, clauses or phrases be declared invalid.
Section 3. Repealer. All bylaws, orders, resolutions and ordinances, or parts
thereof, inconsistent herewith are repealed to the extent only of such inconsistency. This
repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part
thereof, theretofore repealed.
Section 4. Emergency. Pursuant to § 4.11 of the Vail Town Charter, the Town
Council hereby finds and declares that this ordinance is necessary for the preservation of
the public health, safety and welfare, to provide residents and visitors with immediate
relief from the restrictions previously imposed to prevent the spread of COVID-19.
Section 5. Effective Date. This ordinance shall be effective immediately upon
adoption.
INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED ONCE IN
FULL this 20th day of April, 2021.
_____________________________
Dave Chapin, Mayor
ATTEST:
____________________________
Tammy Nagel, Town Clerk
April 20, 2021 - Page 123 of 144
From:Tammy Nagel
To:Stephanie Bibbens
Subject:FW: Drop the masks
Date:Tuesday, April 20, 2021 2:09:16 PM
Attachments:image001.png
image006.png
image007.png
image008.png
image009.png
Tammy Nagel
Town Clerk’s Office
Town Clerk
75 S. Frontage Road W.
Vail, Colorado 81657
970.479.2136
vailgov.com
From: Steve Michonski <stevemichonski@gmail.com>
Sent: Tuesday, April 20, 2021 1:50 PM
To: Council Dist List <TownCouncil@vailgov.com>
Subject: Drop the masks
Just want to encourage you to rescind the unsubstantiated and
unenforceable outdoor mask mandate. We appreciate the time you put into being on
the Town Council, but individual health is individual responsibility. If you believe
cotton masks are really saving lives, I have suggestions that will truly save lives, such
as banning cigarettes, fried food, alcohol, pharmaceutical drugs, and a whole host of
things, but obviously that isn't the responsibility of the government ;-)
Thanks,
Steve Michonski
April 20, 2021 - Page 124 of 144
970.331.4539
April 20, 2021 - Page 125 of 144
From:Tammy Nagel
To:Stephanie Bibbens
Subject:FW: Masks
Date:Tuesday, April 20, 2021 1:17:32 PM
Attachments:image006.png
image011.png
image012.png
image013.png
image014.png
For public comment tonight. You can add them tomorrow.
Tammy Nagel
Town Clerk’s Office
Town Clerk
75 S. Frontage Road W.
Vail, Colorado 81657
970.479.2136
vailgov.com
From: Suzanne Silverthorn <SSilverthorn@vailgov.com>
Sent: Tuesday, April 20, 2021 11:36 AM
To: Council Dist List <TownCouncil@vailgov.com>
Subject: FW: Masks
FYI
Suzanne Silverthorn, APR
Communications Director
April 20, 2021 - Page 126 of 144
NEED WORK DONE?
Please use this form:
vailgov.com/work-request
75 S. Frontage Road W.
Vail, CO 81657
970.471.1361 cell
970.479.2115 office
vailgov.com
From: joestaufer@live.com <joestaufer@live.com>
Sent: Tuesday, April 20, 2021 9:20 AM
To: Suzanne Silverthorn <SSilverthorn@vailgov.com>; Amanda Zinn <AZinn@vailgov.com>
Subject: Masks
The following message was submitted from the Vailgov.com Contact page form.
From: Anne and Josef Staufer
Phone #: 9703751228
We are writing to ask you not to lift the mask mandate. A lot of Vail residents are elderly, or
ancient like us!
The numbers of infections are not going down in Eagle County and we feel it is too early to
lift the mask requirement on on our streets. We were in Taos last week and they are very strict
about wearing masks with posters everywhere saying "this is Taos style". Thank you for your
consideration.
April 20, 2021 - Page 127 of 144
From:Tammy Nagel
To:Stephanie Bibbens
Subject:FW: Outdoor mask mandate
Date:Tuesday, April 20, 2021 5:13:04 PM
Attachments:image001.png
image006.png
image007.png
image008.png
image009.png
Tammy Nagel
Town Clerk’s Office
Town Clerk
75 S. Frontage Road W.
Vail, Colorado 81657
970.479.2136
vailgov.com
From: Paula Fischer <pfischer@live.com>
Sent: Tuesday, April 20, 2021 4:58 PM
To: Council Dist List <TownCouncil@vailgov.com>
Subject: Outdoor mask mandate
Hi, Please repeal the current outdoor mask mandate for the Town of Vail! Thank you
Paula Fischer
April 20, 2021 - Page 128 of 144
From:Tammy Nagel
To:Stephanie Bibbens
Subject:FW: Outside face mask mandate
Date:Tuesday, April 20, 2021 2:09:47 PM
Attachments:image001.png
image006.png
image007.png
image008.png
image009.png
Tammy Nagel
Town Clerk’s Office
Town Clerk
75 S. Frontage Road W.
Vail, Colorado 81657
970.479.2136
vailgov.com
From: Emily Kloser <emkloser@gmail.com>
Sent: Friday, April 16, 2021 4:32 PM
To: Council Dist List <TownCouncil@vailgov.com>
Cc: Mike Kloser <mikekloser@gmail.com>
Subject: Outside face mask mandate
Dear Vail Town Council,
I am writing to urge the Town Council to lift the outdoor mask mandate. The likelihood of outside
transmission is nearly zero according to studies. The psychological effect on all of us is a much
greater health risk than that of spreading covid outside. The oxygen at our altitude is already difficult
for many and adding a face masks makes it even harder on them. The enforcement is so difficult.
The citizen policing causes so much turmoil and agitation. Those who feel more comfortable wearing
April 20, 2021 - Page 129 of 144
a mask outside can still do so. We are all educated on the risks and facts and we can be trusted to
make our own decisions.
Thank you,
Emily Kloser
(970) 376-8601
April 20, 2021 - Page 130 of 144
From:Tammy Nagel
To:Stephanie Bibbens
Subject:FW: Summer mask requirements
Date:Tuesday, April 20, 2021 2:10:08 PM
Attachments:image001.png
image011.png
image012.png
image013.png
image014.png
Tammy Nagel
Town Clerk’s Office
Town Clerk
75 S. Frontage Road W.
Vail, Colorado 81657
970.479.2136
vailgov.com
From: Corey Lamothe <clamothe@livsothebysrealty.com>
Sent: Monday, April 12, 2021 8:49 AM
To: Council Dist List <TownCouncil@vailgov.com>
Subject: Summer mask requirements
As the pandemic continues I feel eagle county and the town of Vail have been ahead of the curve!
With summer coming fast I would like to express my thoughts for a loosening of mask requirements given
that consumers will be outside. Restaurants and shops will continue to thrive more if a sense of normalcy is
available. I feel it would be good for the town to identify some personal responsibility and encourage
consumers to wear their masks if they would like to, but to drop the requirement.
Thank you,
Corey Lamothe
April 20, 2021 - Page 131 of 144
LiV Sotheby’s Realty-Vail Village
Sent from my iPhone
--
--
Corey Lamothe
Real Estate Advisor LIV Sotheby's International Realty
292 East Meadow Drive, Suite 101 | Vail, Colorado 81657
o 970.476.7944 | c 303.918.1644
corey.lamothe@sothebysrealty.com
www.livsothebysrealty.com
LIV Sotheby's International Realty will never ask you to wire money or provide wiring instructions. Beware of phishing emails requesting a bank wire.
Please call your lender, title company, or closing attorney to confirm any wiring instructions over the phone.
LIV Sotheby's International Realty will never ask you to wire money or provide wiring instructions.
Beware of phishing emails or fraudulent phone calls requesting a bank wire. Please call your lender,
title company, or closing attorney to confirm any wiring instructions over the phone.
April 20, 2021 - Page 132 of 144
VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: Ordinance No. 7, S eries 2021 S econd Reading, An Ordinance A mending
Chapter 2 of Title 4 of the Val Town Code to Authorize the Creation of E ntertainment Districts in
the Town
P RE S E NT E R(S ): Tammy Nagel, Town Clerk
AC T IO N RE Q UE S T E D O F C O UNC I L: A pprove, approve with amendments or deny
Ordinance No. 7, Series of 2021 upon first reading
B AC K G RO UND: The Town Council desires to establish the criteria for entertainment districts
and common consumption areas, including application procedures, fees, and hours of operation
for common consumption areas in entertainment district.
S TAF F RE C O M M E ND AT IO N: A pprove Ordinance No. 7, Series of 2021 upon second reading
AT TAC H ME N TS:
Description
Ordinance No. 7, Series of 2021
April 20, 2021 - Page 133 of 144
Ordinance No. 7, Series of 2021
ORDINANCE NO. 7
SERIES 2021
AN ORDINANCE AMENDING CHAPTER 2 OF TITLE 4 OF THE VAIL
TOWN CODE TO AUTHORIZE THE CREATION OF ENTERTAINMENT
DISTRICTS IN THE TOWN
WHEREAS, pursuant to C.R.S. § 44-3-301(11), with approval of the governing
body, a local licensing authority may allow for the creation of entertainment districts, which
allows consumption of alcohol beverages in common consumption areas;
WHEREAS, the Town Council desires to exercise its local option to allow creation
of entertainment districts with associated common consumption areas in the Town; and
WHEREAS, the Town Council desires to establish the criteria for entertainment
districts and common consumption areas, including application procedures, fees, and
hours of operation for common consumption areas in entertainment district.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO, THAT:
Section 1. Chapter 2 of Title 4 of the Vail Town Code is hereby amended by the
addition of a new Section 4-2-7, to read as follows:
4-2-7: ENTERTAINMENT DISTRICTS.
A. Purpose. The purpose of this Section is for the Town to exercise its
local option to allow common consumption areas in the Town by
establishing entertainment districts. The regulations in this Section are in
addition to all other applicable regulations in the Colorado Liquor Code,
Colorado Beer Code and this Code.
B. Definitions. For purposes of this Section, the following terms have
the following meanings:
Common consumption area means an area designed as a common area
located within a designated entertainment district and approved by the Local
Licensing Authority that uses physical barriers to close the area to motor
vehicle traffic and limit pedestrian access.
Entertainment district is defined in C.R.S. § 44-3-103, as amended.
Local Licensing Authority is the authority created by Chapter 5 of Title 3 of
the Vail Town Code.
Promotional association means an association that is incorporated in
Colorado that organizes and promotes entertainment activities within a
April 20, 2021 - Page 134 of 144
2
Ordinance No. 7, Series of 2021
common consumption area and is organized or authorized by two (2) or
more people who own or lease property within an entertainment district.
C. Creation. Entertainment districts shall be approved by resolution of
the Town Council. Following approval of an entertainment district, the Local
Licensing Authority may certify promotional associations to operate
common consumption areas within the entertainment district in which
alcohol beverages may be sold, served and consumed subject to the
requirements of this Code, the Colorado Liquor Code and the Colorado
Beer Code, and conditions set forth in the resolution approving the
entertainment district.
D. Delegation of authority. The Local Licensing Authority hereby
delegates to the Town Clerk the authority to: certify and decertify
promotional associations; designate the location, size, security, and hours
of operation of common consumption areas; and allow attachment of
licensed premises to common consumption areas consistent with this
Section. The Town Clerk may impose reasonable conditions on common
consumption areas, the certification of promotional associations, and the
attachment of licensed premises to common consumption areas.
E. Certification of a promotional association.
1. An application to certify a promotional association shall
include the following minimum information:
a. A copy of the articles of incorporation and bylaws and a list of
all directors and officers of the promotional association. A member
of each licensed premises shall serve as one of the directors on the
board of the promotional association which shall have at least two
(2) licensed premises attached to the common consumption area;
b. A detailed map of the proposed common consumption area,
including without limitation: the location of physical barriers,
entrances and exits, the location of attached licensed premises, and
identification of licensed premises that are adjacent, but not to be
attached to the common consumption area;
c. A security plan, including evidence of training and approval of
personnel, a detailed description of security arrangements and the
approximate location of security personnel within the common
consumption area during operating hours;
d. A list of dates and proposed hours of operation of the common
consumption area;
e. Documentation showing possession of the common
consumption area by the promotional association;
April 20, 2021 - Page 135 of 144
3
Ordinance No. 7, Series of 2021
f. A list of the attached licensees, of which there shall be a
minimum of two (2), listing the following information: liquor license
number; any past liquor violations; and a copy of any operational
agreements;
g. An insurance certificate of general liability and liquor liability
insurance naming the Town as an additional insured in a minimum
amount of two million dollars ($2,000,000.00);
h. Documentation of the reasonable requirements of the
neighborhood and the desires of the adult inhabitants for a common
consumption area, as evidenced by petitions, written testimony or
otherwise; and
i. The application fee established pursuant to Section 3-5-9 of
this Code.
2. Upon certification of a promotional association, the terms and
conditions of the approval shall remain effective until and unless a revised
or amended application is submitted and approved using the same
procedures under which the original application was approved.
3. A certified promotional association shall file an application for
recertification by January 31st of each year, which shall include the
following: all of the information in the original application, plus a copy of any
changes to the articles of incorporation, bylaws or the directors and officers
of the promotional association. Failure to submit a complete application
shall be grounds for the denial of the recertification.
4. An application by a liquor licensee to attach to an existing
common consumption area of a certified promotional association shall
include without limitation:
a. Authorization for attachment from the certified promotional
association;
b. The name of the licensee's designee to sit on the board of
directors of the certified promotional association;
c. Detailed map of the common consumption area showing the
addition of the new licensee including location of physical barriers,
entrances and exits, location of attached licensed premises,
identification of licensed premises that are adjacent but not to be
attached to the common consumption area, approximate location of
security personnel; and
d. An application fee as set by resolution of the Town Council.
April 20, 2021 - Page 136 of 144
4
Ordinance No. 7, Series of 2021
F. Review of applications.
1. Upon receipt of an application for certification or recertification
of a promotional association, or attachment of a liquor licensee to an
existing common consumption area, the Local Licensing Authority shall
review the application for compliance with this Code, the Colorado Liquor
Code, and the Colorado Beer Code, and may either approve the application,
with or without conditions, or may deny the application.
2. The Local Licensing Authority has the power to decertify a
promotional association as authorized by C.R.S. § 44-3-301(11)(c)(III), as
amended.
G. Operational requirements.
1. The size of the common consumption area shall not exceed
the area approved as the entertainment district within which the common
consumption area is located, but may, with approval of the Local Licensing
Authority, be a smaller area within the entertainment district, provided that
the common consumption area is clearly delineated using physical barriers
to close the area to motor vehicle traffic and to limit pedestrian access.
2. The promotional association shall provide an appropriate
amount of security, as determined by the Local Licensing Authority, to
ensure compliance with the Colorado Liquor Code, the Colorado Beer
Code, and to prevent a safety risk to the neighborhood.
Section 2. If any part, section, subsection, sentence, clause or phrase of this
ordinance is for any reason held to be invalid, such decision shall not effect the validity of
the remaining portions of this ordinance; and the Council hereby declares it would hav e
passed this ordinance, and each part, section, subsection, sentence, clause or phrase
thereof, regardless of the fact that any one or more parts, sections, subsections,
sentences, clauses or phrases be declared invalid.
Section 3. The Council hereby finds, determines and declares that this
ordinance is necessary and proper for the health, safety and welfare of the Town and the
inhabitants thereof.
Section 4. The amendment of any provision of the Town Code as provided in
this ordinance shall not affect any right which has accrued, any duty imposed, any
violation that occurred prior to the effective date hereof, any prosecution commenced, nor
any other action or proceeding as commenced under or by virtue of the provision
amended. The amendment of any provision hereby shall not revive any provision or any
ordinance previously repealed or superseded unless expressly stated herein.
Section 5. All bylaws, orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are repealed to the extent only of such inconsistency. This repealer
April 20, 2021 - Page 137 of 144
5
Ordinance No. 7, Series of 2021
shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof,
theretofore repealed.
INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED
PUBLISHED ONCE IN FULL ON FIRST READING this 6th day of April, 2021 and a public
hearing for second reading of this Ordinance set for the _____ day of ______________,
2021, in the Council Chambers of the Vail Municipal Building, Vail, Colorado.
____________________________
Dave Chapin, Mayor
ATTEST:
____________________________
Tammy Nagel, Town Clerk
READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED
this ___ day of ______________________, 2021.
_____________________________
Dave Chapin, Mayor
ATTEST:
_________________________________
Tammy Nagel, Town Clerk
April 20, 2021 - Page 138 of 144
VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: Ordinance No. 8, S eries of 2021 S econd Reading, A n Ordinance Amending
S ection 5-1-7(D) of the Vail Town Code Concerning Noise Regulations in Certain Z one Districts
B etween the Hours of 2:00 P.M. and 8:00 P.M.
P RE S E NT E R(S ): S cott Robson, Town Manager
AC T IO N RE Q UE S T E D O F C O UNC I L: A pprove, approve with amendments or deny
Ordinance No. 8, Series of 2021 upon S econd reading.
B AC K G RO UND: Vail Town Council directed staff to recommend changes to the Vail Town
Code to support the goal of the Town to balance the desire to create entertainment activations in
Vail Village and L ionshead Village while being respectful of the combination of commercial and
residential neighborhoods.
S TAF F RE C O M M E ND AT IO N: A pprove Ordinance No. 8, Series of 2021 upon S econd
reading.
AT TAC H ME N TS:
Description
Memo Ordinance No. 8 Amending Noise Section 040621
Ordinance No. 8 Series of 2021
April 20, 2021 - Page 139 of 144
To: Mayor and Town Council
From: Town Manager’s Office (and Police, Community Development, Economic
Development, Town Clerk Offices)
Date: April 6, 2021
Subject: Review Ordinance No. 8, Series of 2021, Amending Section 5-1-7(D) of the Vail
Town Code Concerning Noise Regulations in Certain Zone Districts
I. SUMMARY
Town staff have presented a proposal for amending the Town Code related to noise standards
and allowable decibel limits. The Town Council is asked to consider Ordinance No. 8, Series of
2021, An Ordinance Amending Section 5-1-7(D) concerning noise regulations in certain zone
districts between the hours of 2:00 pm and 8:00 pm. The ordinance would amend the Town
Code as it relates to amplified sound regulations in Vail Village and Lionshead. The ordinance
would increase the allowable maximum decibel level from the current 65 dB to 80 dB between
the hours of 2 p.m. and 8 p.m. The intent of the ordinance is to balance the desire to create
entertainment activations in the villages while being respectful of commercial and residential
neighborhoods.
II. BUSINESS POINTS
Objectives of proposed code amendment include:
▪ Provide regulations that help balance the desire to create entertainment activations in the
villages while being respectful of the combination of commercial and residential
neighborhoods,
▪ Provide regulations that are easy to understand by those who enforce the code and by
those who must abide by the code,
▪ Address the time and zone for use of amplified sound as a means of creating the needed
balance between residential and commercial neighborhoods. The Code addresses
“allowable decibel limits” as noted in the table below:
Proposed table addressing allowable limits for specified time periods and zones:
Zoning Designation of
Property on Which Source
of Noise is Located
Maximum Number
of Decibels
Permitted from 7:00
a.m. to 11:00 p.m.
Maximum Number of
Decibels Permitted
From 11:00 p.m. to
7:00 a.m.
All residential zones
excepting HDMF
55 decibels 50 decibels
Commercial plus HDMF 65 decibels 60 decibels
Industrial service zones 80 decibels 75 decibels
April 20, 2021 - Page 140 of 144
Town of Vail Page 2
Zoning Designation of
Property on Which Source
of Noise Is Located
Maximum Number
of Decibels
Permitted from 2:00
p.m. to 8:00 p.m.
Maximum Number of
Decibels Permitted at
All Other Times
Lionshead Mixed Use 1,
Public Accommodation,
Commercial Service
Center, Commercial Core
1, Ski Base/Recreation 2
80 decibels Refer to above table
III. ACTION REQUESTED
Town Council is asked to consider Ordinance No. 8, Series of 2021 as a code amendment to
Section 5-1-7(D) and suggest modifications if appropriate. This is first reading of the ordinance.
April 20, 2021 - Page 141 of 144
Ordinance No. 8, Series of 2021
ORDINANCE NO. 8
SERIES 2021
AN ORDINANCE AMENDING SECTION 5-1-7(D) OF THE VAIL TOWN
CODE CONCERNING NOISE REGULATIONS IN CERTAIN ZONE
DISTRICTS BETWEEN THE HOURS OF 2:00 P.M. AND 8:00 P.M.
WHEREAS, Town staff has recommended changes to the Vail Town Code to
support the goal of the Town to balance the desire to create entertainment activations in
Vail Village and Lionshead Village while being respectful of the combination of
commercial and residential neighborhoods.
NOW THEREFORE BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN
OF VAIL, COLORADO, THAT:
Section 1. Section 5-1-7(D) of the Vail Town Code is hereby amended to read
as follows:
5-1-7: NOISE PROHIBITED:
* * *
D. Allowable Limits: The following shall be the allowable noise limits for
the time periods and zones specified:
Zoning Designation of
Property on Which Source
of Noise is Located
Maximum Number
of Decibels
Permitted from 7:00
a.m. to 11:00 p.m.
Maximum Number of
Decibels Permitted
From 11:00 p.m. to
7:00 a.m.
All residential zones
excepting HDMF
55 decibels 50 decibels
Commercial plus HDMF 65 decibels 60 decibels
Industrial service zones 80 decibels 75 decibels
Zoning Designation of
Property on Which Source
of Noise Is Located
Maximum Number
of Decibels
Permitted from 2:00
p.m. to 8:00 p.m.
Maximum Number of
Decibels Permitted at
All Other Times
Lionshead Mixed Use 1,
Public Accommodation,
Commercial Service
Center, Commercial Core
1, Ski Base/Recreation 2
80 decibels Refer to above table
* * *
April 20, 2021 - Page 142 of 144
2
3/30/2021
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Section 2. If any part, section, subsection, sentence, clause or phrase of this
ordinance is for any reason held to be invalid, such decision shall not affect the validity of
the remaining portions of this ordinance; and the Council hereby declares it would have
passed this ordinance, and each part, section, subsection, sentence, clause or phrase
thereof, regardless of the fact that any one or more parts, sections, subsections,
sentences, clauses or phrases be declared invalid.
Section 3. The Council hereby finds, determines and declares that this
ordinance is necessary and proper for the health, safety and welfare of the Town and the
inhabitants thereof.
Section 4. The amendment of any provision of the Town Code as provided in
this ordinance shall not affect any right which has accrued, any duty imposed, any
violation that occurred prior to the effective date hereof, any prosecution commenced, nor
any other action or proceeding as commenced under or by virtue of the provision
amended. The amendment of any provision hereby shall not revive any provision, or any
ordinance previously repealed or superseded unless expressly stated herein.
Section 5. All bylaws, orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are repealed to the extent only of such inconsistency. This repealer
shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof,
theretofore repealed.
INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED
PUBLISHED ONCE IN FULL ON FIRST READING this 6th day of April, 2021 and a public
hearing for second reading of this Ordinance set for the ___ day of ________________,
2021, in the Council Chambers of the Vail Municipal Building, Vail, Colorado.
_______________________________
Dave Chapin, Mayor
ATTEST:
____________________________
Tammy Nagel, Town Clerk
READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED
this ___ day of ______________________, 2021.
____________________________
Dave Chapin, Mayor
ATTEST:
____________________________
Tammy Nagel, Town Clerk
April 20, 2021 - Page 143 of 144
VA I L TO W N C O UNC I L A G E ND A ME MO
I T E M /T O P I C: A djournment 7:50 pm (estimate)
April 20, 2021 - Page 144 of 144