HomeMy WebLinkAbout2024-01-02 Agenda and Supporting Documentation Town Council Evening Meeting1.Call to Order
2.Citizen Participation (10 min.)
2.1 Citizen Participation
3.Any action as a result of Executive Session
4.Consent Agenda (5 min.)
4.1 December 5, 2023 TC Meeting Minutes
4.2 December 19, 2023 TC Meeting Minutes
4.3 Resolution No. 01, Series of 2024, A Resolution
Committing $2 Million to Habitat for Humanity Vail Valley
Towards the Purchase Price of Ten Three Bedroom
Homes at the Timber Ridge II Village Apartments to be
Made Available for Occupancy Beginning in the Fall of
2025
Approve, approve with amendments, or deny Resolution No.
01, Series of 2024.
Background: Resolution No. 01 commits $2 million dollars
towards the buy down of the purchase price of ten new homes
for families of Habitat for Humanity at the soon to be
redeveloped Timber Ridge Village Apartments. In partnership
with Eagle County and Habitat for Humanity, this buy down
opportunity will ensure the ten homes can be priced for
families earning 80% or less of the AMI.
VAIL TOWN COUNCIL MEETING
Evening Session Agenda
Town Council Chambers and virtually by Zoom:
https://vail.zoom.us/webinar/register/WN_eaYomHkNRBqyBJmJEFFfag
6:00 PM, January 2, 2024
Notes:
Times of items are approximate, subject to change, and cannot be relied upon to determine what time
Council 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 concern, and any items that are not on the agenda.
Please attempt to keep comments to three minutes; time limits established are to provide efficiency in
the conduct of the meeting and to allow equal opportunity for everyone wishing to speak.
Citizen Participation.pdf
120523 TC Meeting Minutes.pdf
121923 TC Meeting Minutes.pdf
20240102 ToV Resolution Habitat Timber Ridge v2 (gwp)
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4.4 Resolution No. 03, Series of 2024, A Resolution Approving
a Mutual Release of Restrictive Covenant Amended and
Restated Development Agreement Between the Town of
Vail and Luis A. Rodriguez and Claudia Stuve; and Setting
Forth Details in Regard Thereto
Approve, approve with amendments, or deny Resolution No.
03, Series of 2024.
Background: Resolution No. 03 authorizes the release of an
existing deed restriction in exchange for a pay in lieu
payment. The Town will turn around and use the pay in lieu
payment to buy down the purchase price on a home in East
Vail, ensuring it remains affordable to the local workforce for
years to come.
4.5 Resolution No. 04, Series of 2024, A Resolution Adopting
the Town's Website as the Town's Posting Location
Approve, approve with amendments, or deny Resolution No.
04, Series of 2024.
Background: C.R.S. Section 24-6-402(2)(III), a local public
body shall deemed to have given full and timely notice, with
specific agenda information if available, no less than twenty-
four hours prior to the holding of the meeting on a public
website of the local public body. The notice must accessible at
no charge to the public. The local body, shall, to the extent
feasible, make the notices searchable by type of meeting, date
of meeting, time of meeting, agenda contents and any other
category deemed appropriate by the local public body.
4.6 Resolution No. 05, Series of 2024, A Resolution Approving
a State of Colorado Subaward Agreement between the
Town of Vail and the Colorado Department of
Transportation for the Purchase of Two Electric Bus
Chargers
Approve, approve with amendments, or deny Resolution No.
05, Series of 2024.
Background: The Town of Vail and the Colorado Department
of Transportation wish to enter into the Subaward Agreement
to enable the Town to receive Community Project
Funding/Congressionally Directed Spending funds to assist in
the Town's purchase of two electric bus chargers.
4.7 Contract Award to Advanced Network Management Inc.
for Data Center Infrastructure Replacement
Authorize the Town Manager to enter into a contract, in a form
approved by the Town Attorney, with Advanced Network
Management Inc. to provide the necessary hardware and
installation services to replace our data center infrastructure
Resolution Release of Deed Restriction Resolution No.3 Series of 2024 01022024
2024-04 A Resolution Adopting the Town's Website as the Town's Posting Location.docx
Resolution 05 CDOT Subaward Bus Chargers
Attachment A. - TOWN OF VAIL - PERSONAL SERVICES CONTRACTS - PO
491003372 - OLA (19127768)
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stack, for an amount not to exceed $1,700,000.00.
Background: The Town uses numerous different information
technology systems and applications to support the needs of
our residents and visitors, as well as internal operations. The
current stack of hardware was purchased and implemented in
June of 2018. 6 years is an excellent return on investment for
this type of technology. In addition to replacing this
infrastructure, staff is adding a component to help protect the
Town against a potential cyber-attack like ransomware.
5.Presentation/Discussion
5.1 2023 End of Year Update on Housing from the Vail Local
Housing Authority
20 min.
Listen to presentation and provide feedback.
Presenter(s): George Ruther, Housing Director and Steve
Lindstrom, Chair, Vail Local Housing Authority
Background: This update furthers the many goals, initiatives,
priorities and advances the performance measures prescribed
in the Vail Housing 2027 Strategic Plan.
6.Town Manager Report (10 min.)
6.1 Town Manager Report
6.2 Council Matters
7.Public Hearings
7.1 Ordinance No. 27, Series of 2023, Second Reading, An
Ordinance Providing for the Levy Assessment and
Collection of Town Ad Valorem Property Taxes Due for the
2023 Tax Year and Payable in the 2024 Fiscal Year.
5 min.
Approve, approve with amendments, or deny Ordinance No.
27, Series of 2023, upon second reading.
Presenter(s): Carlie Smith, Finance Director
Background: Please see attached memo.
7.2 Ordinance 29, Series of 2023, Second Reading, an
Ordinance Amending Title 12, Chapter 6 of the Vail Town
Code to Amend the Current Housing District Regulations
and to Establish a New Housing District and Amending
Sections 14-6-7 and 14-10-9 of the Vail Town Code to
Increase the Maximum Height of Retaining Walls in the
Housing Districts
5 min.
Approve, approve with amendments, or deny Ordinance 29,
Series of 2023, Second Reading.
Data Center Infrastructure Replacement.pdf
2023_2024 Semi Annual Update on Housing Town Council Memo 01022024.docx
2024 Semi Annual Housing Update 010224.pdf
240102 Matters.docx
24 Mill Levy 2nd.pdf
Mill Levy Ordinance 2024 2nd.pdf
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Presenter(s): Greg Roy, Planning Manager
Background: The Planning and Environmental Commission
reviewed a similar proposal in September, where a
recommendation of approval was forwarded to Town Council.
On November 7th, Town Council considered the code
amendment in the form of Ordinance No. 23, Series of 2023
but a motion to approve on first reading failed with a vote of 3-
3. There was no follow-up motion on the item and it did not
move forward. Revisions were made to the proposal based on
input received and the item returned to the PEC for review at
the December 11, 2023 meeting. At this meeting, the PEC
recommended approval of the application with a vote of 4-3
(Rediker, Pratt, McBride opposed). Town Council voted 7-0 to
approve Ordinance No. 29. Series of 2023 on first reading at
the December 19. 2023 Town Council meeting.
8.Adjournment 6:55pm (estimate)
Ord #29 of 2023 Staff Memo.pdf
Attachment A. Ordinance No. 29, Series of 2023.pdf
Attachment B. PEC23-0026_Memo_12-11-23.pdf
Attachment C. PEC Results 12-11-23.pdf
Public Input.pdf
Meeting agendas and materials can be accessed prior to meeting day on the Town of Vail website
www.vailgov.com. All town council meetings will be streamed live by High Five Access Media and
available for public viewing as the meeting is happening. The meeting videos are also posted to High
Five Access Media website the week following meeting day, www.highfivemedia.org.
Please call 970-479-2136 for additional information. Sign language interpretation is available upon
request with 48 hour notification dial 711.
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AGENDA ITEM NO. 2.1
Item Cover Page
DATE:January 2, 2024
SUBMITTED BY:Stephanie Bibbens, Town Manager
ITEM TYPE:Citizen Participation
AGENDA SECTION:Citizen Participation (10 min.)
SUBJECT:Citizen Participation
SUGGESTED ACTION:
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Citizen Participation.pdf
5
From:Pete Feistmann
To:Council Dist List; Russell Forrest
Subject:Booth Heights suggestion
Date:Sunday, December 31, 2023 10:40:56 AM
Greetings,
Last January I wrote you something similar to what’s below. At the time, I thought we would
likely lose the condemnation case. I was obviously wrong about that, at least so far, but I
really wonder if paying VR what will likely be close to $20 million is justifiable, if a deal could
be made that might well preserve the herd, create employee housing, and calm the waters
with VR. If not, making the offer I suggest (or something like it) publicly, only to have VR reject
it, might positively influence both the appeals court and public opinion. Here’s my suggestion:
1) VR and the town retain a mutually agreeable wildlife expert (or experts), and charge them
with determining, regardless of cost, if there is mitigation that is likely to preserve the herd.
VR agrees to pay the analysis and mitigation costs. There has long been a herd that can often
be seen along I-70 between Georgetown and Idaho Springs. In my layman’s opinion, they
have survived in far worse conditions than are present in Booth Heights. But if the experts say
there is no mitigation plan that is likely to work, stop there. If they do present a plan, continue
as follows.
2) VR agrees to redesign the project to contain only employee rental housing.
3) VR agrees to provide subsidy for regular express bus service from the project to town and
the West Vail stores.
4) VR and the town agree to have an appraisal of the Ever Vail land done by a mutually agreed
appraisal firm, and the town agrees to buy EV for the appraised price, perhaps with a top
limit. This could also be for a portion of the land.
5) If all these conditions are met, the town agrees to do everything possible to expedite
approval.
4) is intended to be a negotiating tactic, and something the town could back away from, but
better to have something like that in the proposal than be locked in to everything.
Thanks for considering this.
Pete
Peter Feistmann
6
PO Box 2438
Vail, CO 81658
feistmann@earthlink.net
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From:Carroll Tyler
To:PublicInputTownCouncil
Cc:John Tyler; Hillary McSpadden
Subject:FEWER SPEED BUMPS
Date:Friday, December 29, 2023 8:29:48 AM
MANY THANKS for removing some of these obnoxious bumps. It is still an unpleasant welcome to
Vail but we appreciate the Council and Town listening to our concerns. Thank you again and Best for
2024.
Carroll Tyler
Slifer Smith & Frampton Real Estate
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AGENDA ITEM NO. 4.1
Item Cover Page
DATE:January 2, 2024
SUBMITTED BY:Stephanie Bibbens, Town Manager
ITEM TYPE:Consent Agenda
AGENDA SECTION:Consent Agenda (5 min.)
SUBJECT:December 5, 2023 TC Meeting Minutes
SUGGESTED ACTION:
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
120523 TC Meeting Minutes.pdf
9
Town Council Meeting Minutes of December 5, 2023 Page 1
Vail Town Council Meeting Minutes
Tuesday, December 5, 2023
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 Coggin. Full video of the Town Council meeting can be accessed at
https://www.highfivemedia.org/town-vail.
Members present: Travis Coggin, Mayor
Barry Davis, Mayor Pro Tem
Pete Seibert
Jonathan Staufer
Dave Chapin
Reid Phillips
Samantha Biszantz
Staff members present: Russell Forrest, Town Manager
Matt Mire, Town Attorney
Stephanie Bibbens, Town Clerk
Staff members absent: Kathleen Halloran, Deputy Town Manager
1. Citizen Participation
Citizen Participation began at time stamp 6:00pm on the High Five video.
Stephen Connelly, a Vail resident, thanked new and existing council members for their service,
asked for the possibility of a roof on Ford Ampitheater and stated that if the Town wanted to be
green and truly support the benefit of EVs, the town need to put a solar array on the bus barn.
John Gottlieb, a Vail resident, asked Council to promote an indoor pickleball facility.
Heidi Hanson, owner at Vail International, expressed her concerns with the Evergreen Lodge
redevelopment and its impact on Middle Creek and her concerns about the potential for a five-foot
increase in height of the Dobson Ice Arena roof.
Rick Sackbauer, a Vail resident, thanked the Council for their commitment to public service,
acknowledging the commitment took time away from family and jobs, but was important and
appreciated.
Scott Beebe, clergy with Vail Interfaith Chapel, shared a copy of an interview with Pastor Don
Simonton on the early days of Vail and his vision for the chapel.
10
Town Council Meeting Minutes of December 5, 2023 Page 2
Gaby Milhoan and Katie Santambrogio, who work with the Bighorn Sheep Initiative, Introduced
themselves to the new council members and reminded the group of their commitment to raise $3
million for the Vail Bighorn Sheep initiative and reminded the community that a public campaign will
kick off in January and approximately $1 million had been raised to date.
Jerry Stevens, a Vail resident, expressed support for new indoor pickleball facilities.
2. Any action as a result of executive session
There was none.
3. Proclamations
3.1 Proclamation No. 14, Series of 2023, A Proclamation Declaring December 8, 2023 as
"WhoVail Day"
Proclamation No. 14, Series of 2023 began at time stamp 6:19pm on the High Five video.
Read proclamation into record.
Presenter(s): Jonathan Reap, Director of Marketing Four Seasons Resort and Residences Vail,
Jerome Arribas, General Manager Four Seasons Resort and Residences Vail and The Grinch
Background: This holiday season will celebrate the 9th Anniversary of the tradition to the twist of
the story "How the Grinch Stole Christmas."
Council members took turns reading the proclamation into the record.
4. Appointments for Boards and Commissions
4.1 Planning and Environmental Commission (PEC) Appointment
PEC appointment began at time stamp 6:23pm on the High Five video.
Motion to appoint one member to a service on the PEC for a partial term ending March 31,
2025.
Presenter(s): Mayor Coggin
Staufer made a motion to appoint Scott McBride to serve on the PEC for a partial term ending
March 31, 2025; Seibert seconded motion passed (7-0).
5. Consent Agenda
The consent agenda began at time stamp 6:24pm on the High Five video.
5.1 Resolution No. 48, Series of 2023, A Resolution Designating Bank Accounts for the
Town of Vail with Russell Forrest, Kathleen Halloran, Carlie Smith and Alex Jakubiec as
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Town Council Meeting Minutes of December 5, 2023 Page 3
the Designated Signers on those Accounts, Permitted by the Charter of the Town, its
Ordinances, and the Statutes of the State of Colorado; and Setting Forth Details in
Regard Thereto
Approve, approve with amendments, or deny Resolution No. 48, Series of 2023.
Background: The Town has the power to designate banks or financial institutions for funds of
the Town and the Town wishes to designate bank accounts with First Bank of Vail and Alpine
Bank with Russell Forrest, Kathleen Halloran, Carlie Smith, and Alex Jakubiec as signers on
these accounts.
Staff Recommendation: Approve, approve with amendments, or deny Resolution No. 48, Series
of 2023.
Staufer made a motion to approve, Davis seconded motion passed (7-0).
6. Town Manager Report
The Town Manager Report began at time stamp 6:25pm on the High Five video.
6.1 Town Manager Report
Forrest reminded Council to discuss amongst themselves who would like to be appointed to the
different committees the Town has and to let staff know at the following meeting.
Forrest also asked Council if they would be available for a special meeting the following Tuesday,
December 12, 2023, to have a high-level discussion regarding strategic planning for the upcoming
year.
6.2 Council Matters and Status Update
7. Action Items
7.1 Ordinance No. 28, Series of 2023, First Reading, An Ordinance Making Budget
Adjustments to the Town of Vail General Fund, Capital Projects Fund, Real Estate
Transfer Fund, Housing Fund, Vail Marketing Fund, Heavy Equipment Fund, and Timber
Ridge Fund of the 2023 Budget for the Town of Vail, Colorado; and Authorizing the Said
Adjustments as Set Forth Herein; and Setting Forth Details in Regard Thereto
The discussion for Ordinance No. 28, Series of 2023, first reading began at time stamp 6:27pm
on the High Five video.
Presenter(s): Carlie Smith, Finance Director
Approve, approve with amendments, or deny Ordinance No. 28, Series of 2023 upon first
reading.
Background: Please see attached memo.
12
Town Council Meeting Minutes of December 5, 2023 Page 4
Staufer made a motion to approve; Davis seconded motion passed (7-0).
8. Public Hearings
8.1 Ordinance No. 26, Series of 2023, Second Reading, An Ordinance Rezoning Lot G,
Vail Village Filing No. 2 from Public Accommodation (PA) to Commercial Core 1 (CC1)
The discussion for Ordinance No. 26, Series of 2023, second reading began at time stamp
6:46pm on the High Five video.
Presenter(s): Greg Roy, Planning Manager
The Planning and Environmental Commission recommends approval of Ordinance No. 27,
Series of 2023, upon second reading, rezoning 17 Vail Road, Vail Village Filing No. 2, Lot G,
aka B.S. Condominiums, from the Public Accommodation (PA) District to the Commercial Core
1 (CC1) District.
Background: The applicant is requesting a zone district boundary amendment, pursuant to
Section 12-3-7, Amendment, Vail Town Code, to allow for the rezoning of 17 Vail Road, Vail
Village Filing No. 2, Lot G, aka B.S. Condominiums, from the Public Accommodation (PA)
District to the Commercial Core 1 (CC1) District. The rezoning is proposed to bring the existing
nonconforming property into alignment with the Town Code and plan for possible
redevelopment.
Davis made a motion to approve; Chapin seconded motion passed (6-0, Phillips recused).
8.2 Ordinance No. 27, Series of 2023, Second Reading, An Ordinance Providing for the
Levy Assessment and Collection of Town Ad Valorem Property Taxes Due for the 2023
Tax Year and Payable in the 2024 Fiscal Year.
The discussion for Ordinance No. 27, Series of 2023, second reading began at time stamp
7:10pm on the High Five video.
Presenter(s): Carlie Smith, Finance Director
Staff requests Ordinance 27, Series of 2023, be tabled until the January 2nd Council meeting.
On November 20th, Colorado legislature passed SB238B-001, impacting 2023 assessed
valuations and shifting the mill levy certification timeline.
Background: Please see attached memo.
Staufer made a motion to table second reading of Ordinance No. 27, Series of 2023 until
January 2, 2024; Davis seconded motion passed (7-0).
There being no further business to come before the council, Staufer moved to adjourn the
meeting; Davis seconded motion passed (7-0), meet adjourned at 7:15 p.m.
13
Town Council Meeting Minutes of December 5, 2023 Page 5
Respectfully Submitted,
Attest: __________________________________
Travis Coggin, Mayor
______________________________
Stephanie Bibbens, Town Clerk
14
AGENDA ITEM NO. 4.2
Item Cover Page
DATE:January 2, 2024
SUBMITTED BY:Stephanie Bibbens, Town Manager
ITEM TYPE:Consent Agenda
AGENDA SECTION:Consent Agenda (5 min.)
SUBJECT:December 19, 2023 TC Meeting Minutes
SUGGESTED ACTION:
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
121923 TC Meeting Minutes.pdf
15
Town Council Meeting Minutes of December 19, 2023 Page 1
Vail Town Council Meeting Minutes
Tuesday, December 19, 2023
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 Coggin. Full video of the Town Council meeting can be accessed at
https://www.highfivemedia.org/town-vail.
Members present: Travis Coggin, Mayor
Barry Davis, Mayor Pro Tem
Pete Seibert
Jonathan Staufer
Dave Chapin
Reid Phillips
Samantha Biszantz
Staff members present: Russell Forrest, Town Manager
Matt Mire, Town Attorney
Stephanie Bibbens, Town Clerk
Staff members absent: Kathleen Halloran, Deputy Town Manager
1. Citizen Participation
There was none.
2. Any action as a result of executive session
There was none.
3. Consent Agenda
Consent Agenda began at time stamp 6:01pm on the High Five video.
4.1 November 7, 2023 TC Meeting Minutes
4.2 November 21, 2023 TC Meeting Minutes
4.3 Resolution No. 50, Series of 2023, A Resolution of the Vail Town Council
Reappointing Cyrus Buck Allen III as the Presiding Judge of the Vail Municipal Court
Motion to appoint Cyrus Buck Allen III as Municipal Judge for Town of Vail.
16
Town Council Meeting Minutes of December 19, 2023 Page 2
Background: Section 7.2 of Town Charter sets forth requirements for appointing municipal judge
every two years.
4.4 Resolution No. 51, Series of 2023, A Resolution Approving an Amendment to a Deed
Restriction Agreement Between the Town of Vail and Altus Vail Unit Owner, LLC
Approve, approve with amendments, or deny Resolution No. 51, Series 2023.
Background: The Town of Vail and Altus Vail Unit Owner, LLC (Altus) would like to amend the
current Deed Restriction Agreements, dated October 25, 2021, to allow for Altus to lease the
deed restricted units for up to 12 months at a time.
Chapin made a motion to approve the Consent Agenda; Davis seconded motion passed 7-0).
5. Presentations/Discussions
The Vail Mountain Update began at time stamp 6:03pm on the High Five video.
5.1 Vail Mountain Update (15 min.)
Presenter(s): Beth Howard, Chief Operating Officer, Vail Mountain and Nadia Guerriero, Senior
Vice President/COO of the Rockies Region
Guerriero introduced herself to Council as the new Senior Vice President and COO of the
Rockies Region for Vail Associates.
Howard gave Council an update on the mountain operations.
6. Town Manager Report
The Town Manager Report began at time stamp 6:12pm on the High Five video.
6.1Town Manager Report There was none. 6.2 Council Matters and Status Report
7. Action Items
The discussion for Resolution No. 49, Series of 2023 began at time stamp 6:12pm on the High
Five video.
7.1 Resolution No. 49, Series of 2023, A Resolution of the Vail Town Council Approving a
Pre-Development Agreement between the Town of Vail and Corum Real Estate Group,
INC
Presenter(s): George Ruther, Director of Housing
Approve, approve with amendments, or deny Resolution No. 49, Series of 2023.
17
Town Council Meeting Minutes of December 19, 2023 Page 3
Background: The Town of Vail Housing Department has been tasked with negotiating a pre-
development agreement for the entitlement process to develop the West Middle Creek Village
Apartments.
Davis made a motion to approve; Staufer seconded motion passed (7-0).
7.2 Ordinance 29, Series of 2023, First Reading, an Ordinance Amending Title 12, Chapter
6 of the Vail Town Code to Amend the Current Housing District Regulations and to
Establish a New Housing District and Amending Sections 14-6-7 and 14-10-9 of the Vail
Town Code to Increase the Maximum Height of Retaining Walls in the Housing Districts
The discussion for Ordinance No. 29, Series of 2023, first reading began at time stamp 6:29pm
on the High Five video.
Presenter(s): Greg Roy, Planning Manager
Approve, approve with amendments, or deny Ordinance No. 29, Series of 2023 upon First
Reading.
Background: The Planning and Environmental Commission reviewed a similar proposal in
September, where a recommendation of approval was forwarded to Town Council. On
November 7th, Town Council considered the code amendment in the form of Ordinance No. 23,
Series of 2023 but a motion to approve on first reading failed with a vote of 3-3. There was no
follow-up motion on the item and it did not move forward. Revisions were made to the proposal
based on input received and the item returned to the PEC for review at the December 11, 2023
meeting. At this meeting, the PEC recommended approval of the application with a vote of 4-3
(Rediker, Pratt, McBride opposed).
Davis made a motion to approve; Phillips seconded motion passed (7-0).
8. Public Hearings
The discussion for the Call-Up for the decision of the PEC on TC23-0003 began at time stamp
6:57pm on the High Five video.
8.1 A Call-Up, Pursuant to Section 12-3-3, Appeals and Call-Up, Vail Town Code, of the
Final Decision of the Town of Vail Planning and Environmental Commission on
November 13, 2023, an Interpretation by the Administrator of the Community
Development Department Concerning Section 12-2-2, Definitions, Vail Town Code,
Regarding the Determination of “First Floor or Street Level” (6:25pm)
Presenter(s): Greg Roy, Planning Manager
Uphold, uphold with modifications, or overturn the Planning and Environmental Commission's
November 13, 2023 decision.
18
Town Council Meeting Minutes of December 19, 2023 Page 4
Background: On September 10, 2023, the Community Development Department staff received
an email request from Andrew Atkins requesting a determination of the floor of the unit in
question.
On September 21, 2023, the applicant was given the determination made by the Administrator
that the unit in question is designated first floor or street level.
On October 3, 2023, within the 20-day appeal period, the applicant submitted an appeal of this
determination.
On November 13, 2023, the Planning and Environmental Commission held a public hearing on
the appeal application and voted 4-1 (Smith opposed) to overturn the determination, finding that
the Vail Town Code was not properly applied. In doing so, the PEC determined that the unit
should be designated as basement or garden level.
On November 21, 2023., the Town Council, by a majority vote, called-up the decision of the
PEC on TC23-0003 for review.
Chapin made a motion to overturn the Planning and Environmental Commission's November
13, 2023 decision; Staufer seconded motion passed (6-0, Phillips Abstained).
8.2 Ordinance No. 28, Series of 2023, Second Reading, An Ordinance Making Budget
Adjustments to the Town of Vail General Fund, Capital Projects Fund, Real Estate
Transfer Fund, Housing Fund, Vail Marketing Fund, Heavy Equipment Fund, Dispatch
Services Fund, Residences at Main Vail Fund, and Timber Ridge Fund of the 2023 Budget
for the Town of Vail, Colorado; and Authorizing the Said Adjustments as Set Forth
Herein; and Setting Forth Details in Regard Thereto
The discussion for Ordinance No. 28, Series 2023, second reading began at time stamp 7:37pm
on the High Five video.
Presenter(s): Carlie Smith, Finance Director
Approve, approve with amendments, or deny Ordinance No. 28, Series of 2023 upon second
reading.
Background: Please see attached memo.
Staufer made a motion to approve; Davis seconded motion passed (7-0).
There being no further business to come before the council, Chapin moved to adjourn the
meeting; Staufer seconded motion passed (7-0), meet adjourned at 7:41 p.m.
19
Town Council Meeting Minutes of December 19, 2023 Page 5
Respectfully Submitted,
Attest: __________________________________
Travis Coggin, Mayor
______________________________
Stephanie Bibbens, Town Clerk
20
AGENDA ITEM NO. 4.3
Item Cover Page
DATE:January 2, 2024
SUBMITTED BY:Stephanie Bibbens, Town Manager
ITEM TYPE:Consent Agenda
AGENDA SECTION:Consent Agenda (5 min.)
SUBJECT:Resolution No. 01, Series of 2024, A Resolution Committing $2
Million to Habitat for Humanity Vail Valley Towards the Purchase
Price of Ten Three Bedroom Homes at the Timber Ridge II Village
Apartments to be Made Available for Occupancy Beginning in
the Fall of 2025
SUGGESTED ACTION:Approve, approve with amendments, or deny Resolution No. 01,
Series of 2024.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
20240102 ToV Resolution Habitat Timber Ridge v2 (gwp)
21
1
RESOLUTION NO. 1
Series of 2024
A RESOLUTION COMMITTING $2 MILLION TO HABITAT FOR HUMANITY VAIL
VALLEY TOWARDS THE PURCHASE PRICE OF TEN THREE BEDROOM
HOMES AT THE TIMBER RIDGE ll VILLAGE APARTMENTS TO BE MADE
AVAILABLE FOR OCCUPANCY BEGINNING IN THE FALL OF 2025
WHEREAS, the availability and affordability of both rental and home ownership remains
the most critical issue facing the Town of Vail as well as the entire Eagle River Valley;
WHEREAS, Habitat for Humanity Vail Valley (Habitat) has built and financed over 125
homes for families in the valley earning at or below 80% AMI since its inception in 1995;
WHEREAS, Habitat recognizes the potential of providing incremental affordable
homeownership opportunities for hardworking locals beyond just building houses – by way
of financing non-Habitat constructed homes with its zero percent loan product;
WHEREAS, Habitat has demonstrated its ability to bring together partnerships,
collaboration and innovative thinking and sees Timber Ridge as an opportunity to serve
families within the Town of Vail by piloting this new zero percent loan program;
WHEREAS, Habitat is in the process of completing a three-year, $18 million investment in
46 homeownership opportunities, doubling its impact;
WHEREAS, Habitat homeowners are educators, law enforcement officers, tradespeople,
as well as healthcare, grocery store and resort employees who make the Town of Vail and
greater Eagle County vibrant places to live;
WHEREAS, the Town of Vail has committed $2 million towards Habitat’s inaugural
mortgage lending pilot program at the Timber Ridge Phase II redevelopment project
scheduled to be available for occupancy in the fall of 2025. Pending its 2024 budget
approval on Jan. 9, Eagle County will invest an additional $2 million. The investment by both
the Town of Vail and Eagle County will allow Habitat to issue zero-interest mortgages
affordable to qualified buyers earning under 80 percent of the Area Median Income, or
$94,640 for a family of four. Homes will be deed-restricted by way of a predetermined resale
formula that will ensure they remain affordable in perpetuity, so families can be sure to have
a place to call home for decades to come; and
WHEREAS, using the estimated $868,000 three-bedroom home price at the Timber
Ridge Phase II, and a maximum affordability of $400,000 - $450,000 at the above-
mentioned AMI levels, along with Habitat’s zero percent loan, an approximate $400,000 per
home buy-down is required, for a total of $4 million for 10 homes.
22
2
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the sale of ten homes at Timber
Ridge to Habitat, to be available for occupancy beginning in the fall of 2025, consistent
with the program set forth in the forgoing recitals, and authorizes the Town Manager to
execute all documents in form approved by the Town Attorney that are necessary to
effectuate the sale of the homes and to carry out the intent of this resolution.
Section 2. The Town Council hereby commits $2,000,000.00 to be paid toward the
purchase of the ten homes and resale to Habitat families in order to facilitate Habitat’s
mortgage lending program as described in the recitals above.
Section 3. This Resolution shall take effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town of Vail
Town Council held this 2nd day of January 2024.
_________________________
Travis Coggin, Mayor
ATTEST:
_____________________________
Stephanie Bibbens, Town Clerk
23
AGENDA ITEM NO. 4.4
Item Cover Page
DATE:January 2, 2024
SUBMITTED BY:Stephanie Bibbens, Town Manager
ITEM TYPE:Consent Agenda
AGENDA SECTION:Consent Agenda (5 min.)
SUBJECT:Resolution No. 03, Series of 2024, A Resolution Approving a
Mutual Release of Restrictive Covenant Amended and Restated
Development Agreement Between the Town of Vail and Luis A.
Rodriguez and Claudia Stuve; and Setting Forth Details in
Regard Thereto
SUGGESTED ACTION:Approve, approve with amendments, or deny Resolution No. 03,
Series of 2024.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Resolution Release of Deed Restriction Resolution No.3 Series of 2024 01022024
24
Resolution No. 3, Series of 2024
RESOLUTION NO. 3
SERIES OF 2024
A RESOLUTION APPROVING A MUTUAL RELEASE OF RESTRICTIVE COVENANT
AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN THE TOWN
OF VAIL AND LUIS A. RODRIGUEZ AND CLAUDIA STUVE; AND SETTING FORTH
DETAILS IN REGARD THERETO.
WHEREAS, the Town of Vail (the “Town”), in the County of Eagle and State of
Colorado is a home rule municipal corporation duly organized and existing under the laws
of the State of Colorado and the Town Charter (the “Charter”);
WHEREAS, the members of the Town Council of the Town (the “Council”) have
been duly elected and qualified;
WHEREAS, Luis A. Rodriguez and Claudia Stuve (the “Releasee”) are the owners
of that certain property (“the Property”) located within the Town of Vail, Eagle County,
Colorado, with a physical address of 1779 Sierra Trail, Unit B, Vail, Colorado 81657;
WHEREAS, a restrictive covenant (“Restrictive Covenant”) was recorded against
the Property for the sole purpose of creating an employee housing unit within the Town
of Vail as provided in Chapter 12-13, Vail Town Code;
WHEREAS, said Restrictive Covenant was recorded against the Property in the
records of the Clerk and Recorder of Eagle County, Colorado on July 21, 1997 at
Reception No. 628410.
WHEREAS, The Town is the beneficiary of said Restrictive Covenant; and
WHEREAS, Releasee and the Town, pursuant to Section 12-13-5 of the Vail
Town Code, wish to mutually release the Restrictive Covenant in exchange for a payment
in lieu fee of $375,000.
NOW, THEREFORE, be it resolved by the Town Council of the Town of Vail,
Colorado:
Section 1. The Council hereby approves the Mutual Release of Restrictive
Covenant and authorizes the Town Manager to execute the Mutual Release of
Restrictive Covenant Agreement on behalf of the Town in substantially the same
form as attached hereto as Exhibit A and in a form approved by the Town Attorney.
25
Resolution No. 3, Series of 2024
Section 2. This Resolution shall take effect immediately upon the delivery and
acceptance of the payment in lieu fee of $375,000 wired to the Town’s account in
good funds.
INTRODUCED, READ, APPROVED AND ADOPTED this 2nd day of January, 2024.
Travis Coggin, Mayor
ATTEST:
Stephanie Bibbens, Town Clerk
26
Resolution No. 3, Series of 2024
EXHIBIT A
TERMINATION AND RELEASE
OF DEED RESTRICTION AGREEMENT FOR THE OCCUPANCY AND TRANSFER
OF VAIL VILLAGE WEST RESIDENTIAL DWELLING UNIT
THIS TERMINATION AND RELEASE OF DEED RESTRICTION AGREEMENT FOR
THE OCCUPANCY AND TRANSFER OF VAIL VILLAGE WEST RESIDENTIAL
DWELLING UNIT (the "Release") is made this 2nd day of January, 2024 (the "Effective
Date") by the Town of Vail, Colorado, a Colorado home rule municipality with an address of
75 South Frontage Road, Vail, Colorado 81657 (the "Town").
WHEREAS, the real property described as Vail Village West Fil 1 Lot: 18, Town of
Vail, Colorado (with an address of 1779 Sierra Trail, Vail, Colorado) (the "Property");
WHEREAS, the Town and the prior owner of the Property entered into a Deed
Restriction Agreement for the Occupancy and Transfer of Chamonix Vail Residential
Dwelling Units, which was recorded against the Property in the records of the Clerk and
Recorder of Eagle County, Colorado on July 21, 1997, at Reception No. 628410 (the "Deed
Restriction");
WHEREAS, the Deed Restriction runs with the Property, but the Town is the sole
beneficiary of the Deed Restriction, and as such, the Town is authorized to terminate and
release the Deed Restriction; and
WHEREAS, the Town desires to release and terminate the Deed Restriction.
NOW, THEREFORE, the Town agrees as follows:
1. Release. The Town hereby terminates and releases the Deed Restriction.
As of the Effective Date of this Release, the Deed Restriction shall be of no further force or
effect and no longer burden or encumber use of or title to the Property.
2. Recording. This Release shall be recorded with the Eagle County Clerk and
Recorder.
3. Other Deed Restrictions. Nothing in this Release shall affect the terms or
enforceability of any other recorded deed restriction on the Property.
4. Governing Law and Venue. This Release shall be governed by the laws of
the State of Colorado, and any legal action concerning the provisions hereof shall be
brought in Eagle County, Colorado.
5. Severability. If any provision of this Release is determined to be void by a
court of competent jurisdiction, such determination shall not affect any other provision
hereof, and all of the other provisions shall remain in full force and effect.
27
Resolution No. 3, Series of 2024
6. Future Deed Restrictions. Nothing in this Release shall affect the Town's
authority to burden the Property with one or more future deed restrictions.
IN WITNESS WHEREOF, the Town has executed this Release as of the Effective
Date.
TOWN OF VAIL, COLORADO
________________________________
Russell Forrest, Town Manager
ATTEST:
_____________________________
Stephanie Bibbens, Town Clerk
28
AGENDA ITEM NO. 4.5
Item Cover Page
DATE:January 2, 2024
SUBMITTED BY:Stephanie Bibbens, Town Manager
ITEM TYPE:Consent Agenda
AGENDA SECTION:Consent Agenda (5 min.)
SUBJECT:Resolution No. 04, Series of 2024, A Resolution Adopting the
Town's Website as the Town's Posting Location
SUGGESTED ACTION:Approve, approve with amendments, or deny Resolution No. 04,
Series of 2024.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
2024-04 A Resolution Adopting the Town's Website as the Town's Posting Location.docx
29
RESOLUTION NO.04
SERIES OF 2024
A RESOLUTION ADOPTING THE TOWN'S WEBSITE AS THE TOWN'S POSTING
LOCATION
WHEREAS, the Colorado Legislature passed House Bill 19-1087, amending C.R.S. §
24-6-402 to encourage local governments to transition from posting physical notices of public
meetings in physical locations to posting notices electronically on a website;
WHEREAS,House Bill 19-1087 provides that after July 1,2019,a local government is
deemed to have given full and timely notice of a public meeting if the local public body posts
notice on its official website at no charge to the public at least 24 hours prior to the meeting;
WHEREAS,the Town maintains an official website;and
WHEREAS, the Council wishes to adopt theTown's website as theofficial posting location
for public meetings.
NOW BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL,COLORADO,
THAT:
Section 1.The Town's website www.vail.gov, is hereby adopted as the official posting
location for all meeting notices pursuant to C.R.S. § 24-6-402.
Section 2.Town staff is hereby directed to provide the official website address to the
State Department of Local Affairs for inclusion in the Department's inventory.
Section 3.In the event online notice is not possible due to emergency circumstances,
the alternative posting place is the bulletin board at the Vail Town Hall, 75 S. Frontage Road, Vail,
Colorado.
INTRODUCED,READ,APPROVED AND ADOPTED this 2nd day of January 2024.
TOWN OF VAIL
___________________________________
Travis Coggin, Mayor
ATTEST:
_______________________________
Stephanie Bibbens, Town Clerk
Resolution No. 4, Series of 2024
30
AGENDA ITEM NO. 4.6
Item Cover Page
DATE:January 2, 2024
SUBMITTED BY:Stephanie Bibbens, Public Works
ITEM TYPE:Consent Agenda
AGENDA SECTION:Consent Agenda (5 min.)
SUBJECT:Resolution No. 05, Series of 2024, A Resolution Approving a
State of Colorado Subaward Agreement between the Town of
Vail and the Colorado Department of Transportation for the
Purchase of Two Electric Bus Chargers
SUGGESTED ACTION:Approve, approve with amendments, or deny Resolution No. 05,
Series of 2024.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Resolution 05 CDOT Subaward Bus Chargers
Attachment A. - TOWN OF VAIL - PERSONAL SERVICES CONTRACTS - PO 491003372 - OLA
(19127768)
31
1
RESOLUTION NO.05
Series of 2024
A RESOLUTION APPROVING A STATE OF COLORADO SUBAWARD
AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COLORADO
DEPARTMENT OF TRANSPORTATION FOR THE PURCHASE OF TWO
ELECTRIC BUS CHARGERS
WHEREAS, the Town and the Colorado Department of Transportation wish to
enter into the Subaward Agreement, attached hereto as Exhibit A,to enable the
Town to receive Community Project Funding/Congressionally Directed Spending funds
to assist in the Town’s purchase of two electric bus chargers.
NOW THEREFORE,BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the Amended Agreement in
substantially the same form attached hereto as Exhibit A (the “Agreement”},
Section 2. This Resolution shall take effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town of
Vail Town Council held this 2nd day of January 2024.
_________________________
Travis Coggin, Mayor
ATTEST:
_____________________________
Stephanie Bibbens, Town Clerk
32
Contract Number: 24-HTR-ZL-00112/491003372
Page 1 of 47 Version 10/23/19
STATE OF COLORADO SUBAWARD AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number / PO Number
24-HTR-ZL-00112 / 491003372
Subrecipient
TOWN OF VAIL
Agreement Performance Beginning Date
The Effective Date
Initial Agreement Expiration Date
December 31, 2025 Subaward Agreement Amount
Federal Funds
Maximum Amount (100%)
Local Funds
Local Match Amount (0%)
Agreement Total
$179,480.00
$0.00
$179,480.00
Fund Expenditure End Date
December 31, 2025
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 the Consolidated Appropriations Act, the purpose of this Agreement is to use Community
Project Funding/Congressionally Directed Spenfing funds to provide technical assistance for rural
transportation in order to promote econiomic development. 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:
Erin Kelican
Division of Transit and Rail
Colorado Dept. of Transportation
2829 W. Howard Place
Denver, CO 80204
erin.kelican@state.co.us
For Subrecipient:
Chris Southwick
TOWN OF VAIL
75 South Frontage Road
Vail, CO 81657-5096
csouthwick@vailgov.com
DocuSign Envelope ID: AAE46D33-11F5-438E-A5B5-525B0F0AFF92
33153
Contract Number: 24-HTR-ZL-00112/491003372
Page 2 of 47 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:__________________________
Name:_____Russell Forrest_______
Title:______Town Manager_______
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By:_______________________
Name:________________________
Title:__________________________
Date: _________________________
2nd State or Subrecipient Signature if needed
By:___________________________
Name:_____Stephanie Bibbens_____
Title:______Town Clerk___________
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: AAE46D33-11F5-438E-A5B5-525B0F0AFF92
12/15/2023
12/15/2023
Keith Stefanik
Chief Engineer
12/15/2023
N/A
12/15/2023
34154
Contract Number: 24-HTR-ZL-00112/491003372
Page 3 of 47 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 Extension 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.
DocuSign Envelope ID: AAE46D33-11F5-438E-A5B5-525B0F0AFF92
35155
Contract Number: 24-HTR-ZL-00112/491003372
Page 4 of 47 Version 10/23/19
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 thi s 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 Federal
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 appoint ment 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 debarment
or suspension shall constitute a breach.
D. “Budget” means the budget for the Work described in Exhibit A.
E. “Business Day” means any day 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.
DocuSign Envelope ID: AAE46D33-11F5-438E-A5B5-525B0F0AFF92
36156
Contract Number: 24-HTR-ZL-00112/491003372
Page 5 of 47 Version 10/23/19
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 terms 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 Recipient. 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 otherwise made
available for payment by the State under this Agreement.
Q. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the
unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or
information resources of the State, which are included as part of the Work, as described in §§24 -37.5-401,
et. seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a
State system or State Records regardless of where such information is located; (ii) unwanted disruption or
denial of service; (iii) the unauthorized use of a State system for the processing or sto rage 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 maiden 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 Information shall not include information or data concerning
individuals that is not deemed confidential but nevertheless belongs to the State, which has been
communicated, furnished, or disclosed by the State to 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
DocuSign Envelope ID: AAE46D33-11F5-438E-A5B5-525B0F0AFF92
37157
Contract Number: 24-HTR-ZL-00112/491003372
Page 6 of 47 Version 10/23/19
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 pri or 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 delivery 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 earlier 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 no n-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 Stat e
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 reports to the State no later than 45 calendar
days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term
exercised by the State, containing an evaluation and review of 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 eq uipment, 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 a greed 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 procedures 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 required 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 c ontrol 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 Information,
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 immediately 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, Subreci pient 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, inc luding
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 p ractices, 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 o f 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 confli ct 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 contr actual 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 inj ury, 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 with 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 of 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 otherwi se 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 required to
perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
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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 funds for
that purpose being appropriated, budgeted, and otherwise made available .
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or propert y 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 tangib le 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 the 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 improper 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 perform work under this Agreement and will
confirm the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement, through participation in the E-Verify Program or the State verification
program established pursuant to §8-17.5-102(5)(c), C.R.S., 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* 2022-CDS: Vail_ Electric Bus Chargers
Federal Awarding Agency Federal Transit Administration (FTA)
Federal Regional Contact Cindy Terwilliger
Federal Award Date** To Be Determined
Project End Date December 31, 2025
FAIN** To Be Determined CFDA # 20.526
CFDA Title Bus and Bus Facilities Grants Program
Subrecipient Town of Vail UEID # R17RS3JCQZ68
Contact Name Chris Southwick Vendor # 2000003
Address 75 South Frontage Road
Vail, CO 81657-5096
Phone # (970) 479-2159
Email csouthwick@vailgov.com Indirect Rate N/A
WBS*** 22-CP-0001.VAIL.115 ALI 11.52.20
Total Project Budget $179,480.00
CDSF Funds (at 100% or less) $179,480.00
Local Funds (at 20% or more) $0.00
Total Project Amount Encumbered via this Subaward Agreement $179,480.00
*This is not a research and development grant.
**The Federal Award Date and FAIN are not available at the time of execution of this Subaward Agreement. This
information will be maintained in COTRAMS, CDOT’s transit awards management system, and will be available
upon request.
*** The WBS numbers may be replaced without changing the amount of the grant at CDOT’s discretion.
A. Project Description
Town of Vail shall use 2022 FTA CDSF funds, along with local matching funds, to purchase two (2) Bus Chargers
as more fully described below. The purchase will support the goals of the Statewide Transit Plan.
Town of Vail shall use capital funds to purchase the following Capital Assets:
ALI QTY Fuel Type Description FTA Amount
11.52.20 2 N/A Electric Bus Chargers $179,480
B. Performance Standards
1. Project Milestones
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2. Town of Vail shall use the Capital Asset(s) purchased in its transit operations and shall perform
regularly recurring maintenance with specific performance measures tied to Town of Vail’s
written maintenance plans, including manufacturer’s recommendations and warranty program(s).
Town of Vail will measure whether this project is successful and improves the efficiency,
effectiveness, and safety of transportation.
3. 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 problems will be resolved; and/or
d. Expected impacts and the efforts to recover from delays.
4. Town of Vail must comply and submit all reimbursements and reports associated, including the
assignment of “Colorado Department of Transportation” as the lienholder on the Capital Asset(s),
as a condition of project closeout.
C. Project Budget
1. The Total Project Budget is $179,480.00. CDOT will pay no more than up to the maximum
amount of $179,480.00. CDOT will retain any remaining balance of the federal share of FTA-
CDSF 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 $179,480.00 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, together
with the Federal Funds share, must be enough to ensure payment of the 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. Procurement
Milestone Description Original Estimated
Completion Date
Submit Procurement Concurrence Request (PCR) to CDOT Project Manager for
Approval
10/1/2023
Submit Procurement Authorization (PA) and solicitation docs CDOT Project Manager
for Approval
11/1/2023
Take Delivery of (First) Vehicle/Equipment/Project Property 2/1/2024
Take Delivery of and Accept All Vehicles/Equipment/Project Property 3/1/2024
Submit Reimbursement Request in COTRAMS 5/1/2024
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, 2025.
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Procurement of the Capital Asset(s) will comply with state procurement procedures, the DTR Quick Procurement
Guide, as well as FTA’s requirements and 2 CFR 200.320. In addition to the state requirements outlined below, state
and FTA procedures (where applicable) for purchase of the Capital Asset(s) must be followed and will b e outlined
prior to purchase.
1. The first step in the procurement process will be to obtain an Independent Cost Estimate (ICE).
2. The second step will be to obtain a Procurement Concurrence Request (PCR) approval from the
CDOT Project Manager through COTRAMS.
3. Prior to entering into a purchasing agreement with the selected vendor, Town of Vail shall request
a Purchase Authorization (PA), and submit a vendor quote for the Capital Asset(s) in COTRAMS.
The PA must identify a manufacturer found on the FTA’s certified transit vehicle manufacturer
(TVM) list. Only those TVM’s listed on FTA’s TVM list, or that have submitted a goal
methodology to FTA that has been approved or has not been disapproved, at the time of
solicitation are eligible to bid on FTA funded vehicle procurements.
4. Upon delivery, Town of Vail shall be responsible for having the Capital Asset(s) inspected and
accepted within fifteen (15) calendar days of delivery. If defects prevent acceptance of the
Capital Asset(s), Town of Vail will contact the vendor to resolve any defects and notify CDOT.
5. Town of Vail shall be responsible for reimbursing the selected vendor within forty-five (45)
calendar days after acceptance of the Capital Asset(s).
E. Reimbursement Eligibility
Requests for reimbursement for eligible project costs will be paid to Town of Vail upon submission of a complete
reimbursement packet in COTRAMS for those eligible costs incurred during the Subaward Agreement effective
dates.
Accepted reimbursement packets will include the following completed documents:
Independent Cost Estimate (ICE)
Procurement Concurrence Request (PCR)
Purchase Authorization (PA)
Signed Notice of Acceptance (NA)
Signed Security Agreement (SA)
Application for Title showing “Colorado Department of Transportation” as the lienholder
Invoice
Proof of Payment
Post Delivery Certifications
Town of Vail must submit the final invoice within sixty (60) calendar days of acceptance of the Capital Asset(s),
and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fif teen (15) calendar days of
issuance of the final reimbursement payment.
F. Federal Interest-Service Life
The useful life of rolling stock begins on the date the vehicle is placed in revenue service and continues until it is
removed from revenue service. The minimum useful life in years refers to total time in transit revenue service, not
time spent stockpiled or otherwise unavailable for regular transit use. The minimum useful life in miles refers to
total miles in transit revenue service. Non-revenue miles and periods of extended removal from service do not count
towards useful life. Changes in operating circumstances, including unforeseen difficulty maintaining vehicles,
higher cost of fuel, and changes in local law limiting where vehicles can be operated are not exemptions from
minimum useful life requirements.
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FTA maintains its share of the remaining federal interest upon disposition of federally assisted property before the
end of its useful life or for a value greater than $5,000 after the useful life has been met, according to the provisions
of FTA C 5010.E1 Chapter IV(4)(o)(1).
Minimum useful life is determined by years of service or accumulation of miles, whichever comes first, in
accordance with FTA C. 5010.E1 Chapter IV(4)(f)(2).
Town of Vail shall not dispose or otherwise release the Capital Asset(s) to any other party while there is federal
interest in the Capital Asset(s) without approval from the CDOT Project Manager.
Town of Vail is responsible for making the request to the CDOT Project Manager in a timely manner, providing
appropriate documentation, if indicated, when a lien release is being requested in order to allow CDOT to process
the release of a lien.
CDOT and Town of Vail will work in conjunction with Department of Revenue (DOR) to assure th e lien is released
according to state rules.
G. 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 occ urring 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 transportin g older
adults and individuals with disabilities.
H. Safety Data
Town of Vail and any subrecipients shall maintain and submit, as requested, data related to bus safety. This may
include, but not be limited to, the number of vehicle accidents within certain me asurement parameters set forth by
CDOT, the number and extent of passenger injuries or claims, and the number and extent of employee accidents,
injuries, and incidents.
I. Restrictions on Lobbying
Town of Vail is certifying that it complies with 2 CFR 200.450 by entering into this Subaward Agreement.
J. 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 5010.1.
4. Except as provided in this Subaward Agreement, Town of Vail shall not be reimbursed for any
purchase, issued purchase order, or leased capital equipment prior to the execution of this
Subaward Agreement.
5. 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).
6. Town of Vail must obtain CDOT approval, in writing, if FTA funds are intended to be used for
payment of a lease or for third-party contracts.
7. Town of Vail shall document any loss, damage, or theft of FTA- or state-funded property,
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equipment, or rolling stock in COTRAMS.
8. If receiving FTA 5311 funding, Town of Vail shall advertise 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.
9. If receiving FTA 5311 funding, Town of Vail shall maintain and report annually all information
required by the National Transit Database (NTD) and any other financial, fleet, or service data.
10. If receiving FTA 5311 or 5339 funding, Town of Vail will ensure subcontractors and subrecipients
comply with FTA Drug and Alcohol Regulations.
11. 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.
12. 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 Subrecipie nts”
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 inco rporating 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.”
13. Town of Vail will provide transportation services to persons with disabilities in accordance with
Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.
14. 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.
15. Town of Vail shall ensure that it will comply with the Americans with Disabilities Act, Se ction
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.
16. Town of Vail shall agree to produce and maintain documentation that supports compliance with
the Americans with Disabilities Act to CDOT upon request.
17. Town of Vail shall provide CDOT with an equity analysis if the project involves choosing a site or
location of a facility in accordance with FTA Circular 4702.1B.
18. 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.
19. Town of Vail will adopt a Transit Asset Management Plan that complies with regulations
implementing 49 U.S.C. § 5326(d).
20. 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.
21. Meal delivery must not conflict with providing public transportat ion service or reduce service to
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.
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:_______________________
Name:________________________
Title:__________________________
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 PROVISIONS.
1.1. The Grant 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 Grant, or any attachments
or exhibits incorporated into and made a part of the Grant, the provisions of these Federal
Provisions shall control.
1.2. The State of Colorado is accountable to Treasury for oversight of their subrecipients,
including ensuring their subrecipients comply with federal statutes, Award Terms and
Conditions, Treasury’s Final Rule, and reporting requirements, as applicable.
1.3. Additionally, any subrecipient that issues a subaward to another entity (2nd tier
subrecipient), must hold the 2nd tier subrecipient accountable to these provisions and
adhere to reporting requirements.
1.4. These Federal Provisions are subject to the Award as defined in §2 of these Federal
Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institutions of higher education.
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 Grant setting forth
the terms and conditions of that financial assistance, that a non -Federal Entity
receives or administers.
2.1.2. “Entity” means:
2.1.2.1. a Non-Federal Entity;
2.1.2.2. a foreign public entity;
2.1.2.3. a foreign organization;
2.1.2.4. a non-profit organization;
2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only);
2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only);
2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward
to a non-Federal entity (or 2 CFR 200.1); or
2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only).
2.1.3. “Executive” means an officer, managing partner or any other employee in a
management position.
2.1.4. “Expenditure Category (EC)” means the category of eligible uses as defined by the
US Department of Treasury in “Appendix 1 of the Compliance and Reporting
Guidance, State and Local Fiscal Recovery Funds” report available at
www.treasury.gov.
2.1.5. “Federal Awarding Agency” means a Federal agency providing a Federal Award
to a Recipient as described in 2 CFR 200.1
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2.1.6. “Grant” means the Grant to which these Federal Provisions are attached.
2.1.7. “Grantee” means the party or parties identified as such in the Grant to which these
Federal Provisions are attached.
2.1.8. “Non-Federal Entity means a State, local government, Indian tribe, institution of
higher education, or nonprofit organization that carries out a Federal Award as a
Recipient or a Subrecipient.
2.1.9. “Nonprofit Organization” means any corporation, trust, association, cooperative, or
other organization, not including IHEs, that:
2.1.9.1. Is operated primarily for scientific, educational, service, charitable, or
similar purposes in the public interest;
2.1.9.2. Is not organized primarily for profit; and
2.1.9.3. Uses net proceeds to maintain, improve, or expand the operations of the
organization.
2.1.10. “OMB” means the Executive Office of the President, Office of Management and
Budget.
2.1.11. “Pass-through Entity” means a non-Federal Entity that provides a Subaward to a
Subrecipient to carry out part of a Federal program.
2.1.12. “Prime Recipient” means the Colorado State agency or institution of higher
education identified as the Grantor in the Grant to which these Federal Provisions
are attached.
2.1.13. “Subaward” means an award by a Prime 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 Subaward unless the terms and conditions of the Federal
Award specifically indicate otherwise in accordance with 2 CFR 200.101. 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” or “Subgrantee” means a non-Federal Entity (or a Federal agency
under an Award 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 does not include an individual who is
a beneficiary of a federal program. For SLFRF Grants, a subrecipient
relationship continues to exist for Expenditure Category 6.1 Revenue Replacement.
2.1.15. “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. “Total Compensation” means the cash and
noncash dollar value earned by an Executive during the Prime Recipient’s or
Subrecipient’s preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48
CFR 4.1403(a)) and includes the following:
2.1.15.1. Salary and bonus;
2.1.15.2. Awards of stock, stock options, and stock appreciation rights, using the
dollar amount recognized for financial statement reporting purposes with
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respect to the fiscal year in accordance with the Statement of Financial
Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based
Payments;
2.1.15.3. 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;
2.1.15.4. Change in present value of defined benefit and actuarial pension plans;
2.1.15.5. Above-market earnings on deferred compensation which is not tax-
qualified;
2.1.15.6. 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.
2.1.16. “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.
2.1.17. “Uniform Guidance” means the Office of Management and Budget Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards. The terms and conditions of the Uniform Guidance flow down to Awards
to Subrecipients unless the Uniform Guidance or the terms and conditions of the
Federal Award specifically indicate otherwise.
2.1.18. “Unique Entity ID Number” means the Unique Entity ID established by the
federal government for a Grantee at https://sam.gov/content/home
3. COMPLIANCE.
3.1. Grantee shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto, all provisions of the Uniform Guidance, and all
applicable Federal Laws and regulations required by this Federal Award. 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, at its discretion, may provide written notification to Grantee of such
revisions, but such notice shall not be a condition precedent to the effectiveness of such
revisions.
3.2. Per US Treasury Final Award requirements, grantee programs or services must not
include terms or conditions that undermine efforts to stop COVID-19 or discourage
compliance with recommendations and CDC guidelines.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID SYSTEM (UEI)
REQUIREMENTS.
4.1. SAM. Grantee shall maintain the currency of its information in SAM until the Grantee
submits the final financial report required under the Award or receives final payment,
whichever is later. Grantee shall review and update SAM information at least annually.
4.2. UEI. Grantee shall provide its Unique Entity ID to its Prime Recipient, and shall update
Grantee’s information in SAM.gov at least annually.
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5. TOTAL COMPENSATION.
5.1. Grantee 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 $30,000 or more;
and
5.1.2. In the preceding fiscal year, Grantee received:
5.1.2.1. 80% or more of its annual gross revenues from Federal procurement
Agreements and Subcontractors and/or Federal financial assistance Awards
or Subawards subject to the Transparency Act; and
5.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement
Agreements and Subcontractors and/or Federal financial assistance Awards
or Subawards subject to the Transparency Act; and
5.1.2.3. 5.1.2.3 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. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee
shall report data elements to SAM and to the Prime Recipient as required in this Exhibit.
No direct payment shall be made to Grantee for providing any reports required under
these Federal Provisions and the cost of producing such reports shall be included in the
Grant price. The reporting requirements in this Exhibit are based on guidance from the
OMB, and as such are subject to change at any time by OMB. Any such changes shall
be automatically incorporated into this Grant and shall become part of Grantee’s
obligations under this Grant.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR FEDERAL REPORTING.
7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the
initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent
Award modifications result in a total Award of $30,000 or more, the Award is subject
to the reporting requirements as of the date the Award exceeds $30,000. If the initial
Award is $30,000 or more, but funding is subsequently de-obligated such that the total
award amount falls below $30,000, the Award shall continue to be subject to the
reporting requirements. If the total award is below $30,000 no reporting required; if
more than $30,000 and less than $50,000 then FFATA reporting is required; and,
$50,000 and above SLFRF reporting is required.
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. [INTENTIONALLY DELETED]
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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 applicable
regulations, provided that the procurements conform to applicable Federal law and the
standards identified in the Uniform Guidance, including without limitation, 2 CFR
200.318 through 200.327 thereof.
9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the
extent consistent with law, the non-Federal entity should, to the greatest extent
practicable under a Federal award, provide a preference for the purchase, acquisition,
or use of goods, products, or materials produced in the United States (including but not
limited to iron, aluminum, steel, cement, and other manufactured products). The
requirements of this section must be included in all subawards including all
Agreements and purchase orders for work or products under this award.
9.3. 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.
10. ACCESS TO RECORDS.
10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access to
Subrecipient’s records and financial statements as necessary for Recipient to meet the
requirements of 2 CFR 200.332 (Requirements for pass-through entities), 2 CFR
200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period
of performance), and Subpart F-Audit Requirements of the Uniform Guidance.
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 2 CFR 200.514 (Scope of audit), except when it elects to have
a program-specific audit conducted in accordance with 2 CFR 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 financial 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.
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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 Subpart 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 2 CFR
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 required by Uniform Guidance Subpart
F-Audit Requirements.
12. GRANT PROVISIONS FOR SUBRECIPIENT AGREEMENTS.
12.1. In addition to other provisions required by the Federal Awarding Agency or the Prime
Recipient, Grantees that are Subrecipients shall comply with the following provisions.
Subrecipients shall include all of the following applicable provisions in all
Subcontractors entered into by it pursuant to this Grant.
12.1.1. [Applicable to federally assisted construction Agreements.] Equal Employment
Opportunity. Except as otherwise provided under 41 CFR Part 60, all Agreements
that meet the definition of “federally assisted construction Agreement” 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 11246 Relating
to Equal Employment Opportunity,” and implementing regulations at 41 CFR part
60, Office of Federal Agreement Compliance Programs, Equal Employment
Opportunity, Department of Labor.
12.1.2. [Applicable to on-site employees working on government-funded construction,
alteration and repair projects.] Davis-Bacon Act. Davis-Bacon Act, as amended
(40 U.S.C. 3141-3148).
12.1.3. Rights to Inventions Made Under a grant or agreement. If the Federal Award meets
the definition of “funding agreement” under 37 CFR 401.2 (a) and the Prime
Recipient or Subrecipient wishes to enter into an Agreement 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
agreement,” the Prime Recipient or 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, Agreements
and Cooperative Agreements,” and any implementing regulations issued by the
Federal Awarding Agency.
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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. Agreements and subgrants of amounts in
excess of $150,000 must contain a provision that requires the non-Federal awardees
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 Agreement
award (see 2 CFR 180.220) must not be made to parties listed on the government
wide exclusions in 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 part 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 Agreement, 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.
12.1.7. Never Contract with the Enemy (2 CFR 200.215). Federal awarding agencies and
recipients are subject to the regulations implementing “Never Contract with the
Enemy” in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered
Agreements, grants and cooperative agreements that are expected to exceed
$50,000 within the period of performance, are performed outside the United States
and its territories, and are in support of a contingency operation in which members
of the Armed Forces are actively engaged in hostilities.
12.1.8. Prohibition on certain telecommunications and video surveillance services or
equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending
loan or grant funds on certain telecommunications and video surveillance services
or equipment pursuant to 2 CFR 200.216.
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12.1.9. Title VI of the Civil Rights Act. The Subgrantee, Contractor, Subcontractor,
transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964,
which prohibits recipients of federal financial assistance from excluding from a
program or activity, denying benefits of, or otherwise discriminating against a
person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as
implemented by the Department of Treasury’s Title VI regulations, 31 CFR Part
22, which are herein incorporated by reference and made a part of this Agreement
(or agreement). Title VI also includes protection to persons with “Limited English
Proficiency” in any program or activity receiving federal financial assistance, 42
U.S. C. § 2000d et seq., as implemented by the Department of the Treasury’s Title
VI regulations, 31 CRF Part 22, and herein incorporated by reference and made part
of this Agreement or agreement.
13. CERTIFICATIONS.
13.1. Subrecipient Certification. Subrecipient shall sign a “State of Colorado Agreement
with Recipient of Federal Recovery Funds” Certification Form in Exhibit E and submit
to State Agency with signed grant agreement.
13.2. Unless prohibited by Federal statutes or regulations, Prime 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 person, unrelated to any business or non-profit organization he or she may own
or operate in his or her name.
14.2. A Grantee 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.
15. EVENT OF DEFAULT AND TERMINATION.
15.1. Failure to comply with these Federal Provisions shall constitute an event of default
under the Grant and the State of Colorado may terminate the Grant 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 Grant, at law or in equity.
15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in
part as follows:
15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-Federal Entity
fails to comply with the terms and conditions of a Federal Award;
15.2.2. By the Federal awarding agency or Pass-through Entity, to the greatest extent
authorized by law, if an award no longer effectuates the program goals or agency
priorities;
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15.2.3. By the Federal awarding agency or Pass-through Entity with the consent of the
Non-Federal Entity, in which case the two parties must agree upon the termination
conditions, including the effective date and, in the case of partial termination, the
portion to be terminated;
15.2.4. By the Non-Federal Entity upon sending to the Federal Awarding Agency or Pass-
through Entity written notification setting forth the reasons for such termination,
the effective date, and, in the case of partial termination, the portion to be
terminated. However, if the Federal Awarding Agency or Pass-through Entity
determines in the case of partial termination that the reduced or modified portion
of the Federal Award or Subaward will not accomplish the purposes for which the
Federal Award was made, the Federal Awarding Agency or Pass-through Entity
may terminate the Federal Award in its entirety; or
15.2.5. By the Federal Awarding Agency or Pass-through Entity pursuant to termination
provisions included in the Federal Award.
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EXHIBIT D, REQUIRED FEDERAL CONTRACT/AGREEMENT CLAUSES
Section 3(l) – No Federal government obligations to third-parties by use of a disclaimer
No Federal/State Government Commitment or Liability to T hird Parties. Except as the Federal Government or
CDOT expressly consents in writing, the Subrecipient agrees that:
(1) The Federal Government or CDOT does not and shall not have any commitment or liability related to the
Underlying 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 underlying 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 underlying 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 underlying 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 CFR 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, certificatio n, 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 ot her 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 to comply with the record retention requirements in the applicable U.S.
OT Common Rule. Records pertaining to its Award, the accompanying underlyingAgreement, and any
Amendments thereto must be retained from the day the underlying 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 rep resentatives, to the Comptroller
General of the United States, and the Comptroller General’s duly authorized representatives, and to the
Subrecipient and each of its Subrecipients,
(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 ac cess 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.
(e) Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of the
Master Agreement.
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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 guida nce. 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 (or 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, except as FTA determines
otherwise in writing.
12 – Civil Rights
(c) 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:
(i) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq.;
(ii) 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 CFR part 21; and
(iii) Federal transit law, specifically 49 U.S.C. § 5332 ; and
(3) Follow:
(i) 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;
(ii) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 CFR § 50.3;
and
(iii) All other applicable federal guidance that may be issued.
(d) 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:
(i) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq.;
(ii) Comply with Title I of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§
12101, et seq.;
(iii) 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;
(iv) Comply with federal transit law, specificall y 49 U.S.C. § 5332, as provided in section 12 of the
Master Agreement;
(v) FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for
Federal Transit Administration Recipients;” and
(vi) Follow other federal guidance pertaining to EEO laws, regulations, and requirements.
(2). Specifics. The Subrecipient agrees to, and assures that each Third Party Participant will:
(i) Affirmative Action. Take affirmative action that includes, but is not limited to:
(A) Recruitment advertising, recruitment, and employment;
(B) Rates of pay and other forms of compensation;
(C) Selection for training, including apprenticeship, and upgrading; and
(D) Transfers, demotions, layoffs, and terminations; but
(ii) 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:
(i) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor,” 41 CFR chapter 60; and
(ii) 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.
(h) 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:
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(i) 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;
(ii) 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 individual s with disabilities:
(A) For FTA Recipients generally, Titles I, II, and III of the ADA apply; but
(B) 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;”
(iii) 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;
(iv) Federal transit law, specifically 49 U.S.C. § 5332, whi ch now includes disability as a prohibited
basis for discrimination; and
(v) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or
individuals with disabilities.
(2) Federal regulations and guidance, including:
(i) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 CFR
part 37;
(ii) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,” 49 CFR part 27;
(iii) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATB CB) and U.S.
DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for
Transportation Vehicles,” 36 CFR part 1192 and 49 CFR part 38;
(iv) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49
CFR part 39;
(v) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local
Government Services,” 28 CFR part 35;
(vi) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations
and in Commercial Facilities,” 28 CFR part 36;
(vii) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act,” 29 CFR part 1630;
(viii) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and
Related Customer Premises Equipment for Persons with Disabilities,” 47 CFR part 64, Subpart F;
(ix) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36
CFR part 1194;
(x) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 CFR part 609;
(x) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance;” and
(xi) 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, regula tions, requirements, and
guidance.
Energy Conservation – 26.j
(a) Energy Conservation. The Subrecipient agrees to, and assures that its Subrecipients, will comply with the
mandatory energy standards and policies of its state energy conservation plans under th e 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 CFR part 622, subpart C.
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;
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(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 terminat ion 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 CFR part 180, subpart C, as adopted and
supplemented by U.S. DOT regulations at 2 CFR part 1200.
(2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220 and
1200.220) with any Third Party Participant that is, or whose principal is, suspended, debarred, or
otherwise excluded from participating in covered transactions, except as authorized by-
(i) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR part 1200;
(ii) U.S. OMB regulatory guidance, “Guidelines to Agencies on Government-wide Debarment and
Suspension (Nonprocurement),” 2 CFR part 180; and
(iii) Other applicable federal laws, regulations, or requirements 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,” if required by U.S. DOT regulations, 2 CFR part 1200.
(4) It will that its Third Party Agreements contain provisions necessary to flow down these suspension and
debarment provisions to all lower tier covered transactions.
(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:
(i) FTA Regional Counsel for the Region in which the Subrecipient is located or implements the
underlying Agreement,
(ii) FTA Headquarters Manager that administers the Grant or Cooperative Agreement, or
(iii) FTA Chief Counsel.
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 CFR part 661, to the extent consistent with 49 U.S.C. § 5323(j).
Section 39. Disputes, Breaches, Defaults, and 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 underlying Agreement, and any Amendments thereto
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; Flow Down Requirement. If a current or prospective legal matter that may affect the
Federal Government emerges, the Subrecipient must promptly notify the FTA Chief Counseland FTA
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Regional Counsel for the Region in which the Subrecipient is located. The Subrecipient must include a similar
notification requirement in its Third Party Agreements and must require each Third Party Participant to
include an equivalent provision in its subagreements at every tier, for any agreement that is a “covered
transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.
(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) Additional Notice to U.S. DOT Inspector General. 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, if the Subrecipient has knowledge of potential fraud, waste, or abuse
occurring on a Project receiving assistance from FTA. The notification provision applies if a person has
or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may
have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of
interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct
involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement
or another agreement between the Subrecipient and FTA, or an agreement involving a principal, officer,
employee, agent, or Third Party Participant of the Subrecipient. It also applies to subcontractors at any
tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or
civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal
indictment or civil complaint, or probable cause that could support a criminal indictment, or any other
credible information in the possession of the Subrecipient. In this paragraph, “promptly” means to refer
information without delay and without change. This notification provision applies to all divisions of the
Subrecipient, including divisions tasked with law enforcement or investigatory functions.
(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 right s 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 t hat involve the underlying Agreement,
including any extension or modification, according to the following:
(1) Laws, Regulations, Requirements, and Guidance. This includes:
(i) The Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352, as amended;
(ii) U.S. DOT regulations, “New Restrictions on Lobbying,” 49 CFR part 20, to the extent consistent with
31 U.S.C. § 1352, as amended; and
(iii) 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 lobbying
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
(d) 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, Resource
Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act,
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Executive Order No. 11990 relating to “Protection of Wetlands,” and Executive Order No. 11988, as
amended, “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 CFR part 661, to the extent consistent with 49 U.S.C. §
5323(j);
(c) 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 CFR
part 381; and
(d) Fly America. The air transportation requirements of Section 5 of the International Air Transportation 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 CFR §§ 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 underlying Agreement,
including the:
(1) Prevailing Wage Requirements of:
(i) Federal transit laws, specifically 49 U.S.C. § 5333(a), (FTA’s “Davis -Bacon Related Act”);
(ii) The Davis-Bacon Act, 40 U.S.C. §§ 3141 – 3144, 3146, and 3147; and
(iii) 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 CFR part 5.
(2) Wage and Hour Requirements of:
(i) 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
(ii) 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 CFR part 5.
(3) “Anti-Kickback” Prohibitions of:
(i) Section 1 of the Copeland “Anti-Kickback” Act, as amended, 18 U.S.C. § 874;
(ii) Section 2 of the Copeland “Anti-Kickback” Act, as amended, 40 U.S.C. § 3145; and
(iii) 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 CFR part 3.
(4) Construction Site Safety of:
(i) 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
(ii) U.S. DOL regulations, “Recording and Reporting Occupational Injuries and Illnesses,” 29 CFR part
1904; “Occupational Safety and Health Standards,” 29 CFR part 1910; and “Safety and Health
Regulations for Construction,” 29 CFR part 1926.
From Section 16
(n) 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
(b) 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 CFR part 41, specifically,
49 CFR § 41.117.
Section 12 Civil Rights D(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:
(i.) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor,” 41 CFR chapter 60, and
(ii) Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September 24, 1965,
42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), 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
(b) 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 CFR 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 underlying 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 assistance under the Tribal Transit Program. The
Subrecipient agrees that its U.S. DOL Special Warranty is a condition of the underlying 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 appl y 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 CFR 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 re strictions:
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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 assis tance 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 CFR 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 CFR 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:
(i) Federal transit laws, specifically 49 U.S.C. § 5331;
(ii) FTA regulations, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations,” 49
CFR part 655; and
(iii) Applicable provisions of U.S. DOT regulations, “Procedures for Transportatio n Workplace Drug and
Alcohol Testing Programs,” 49 CFR 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
CFR 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 conceived or reduced to
practice with federal assistance provided through the underlying 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, 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 CFR 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, and 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, specifi cations, 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 underlying 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 that 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 publi sh 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 wit h 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 l imited 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.
(e) Disadvantaged Business Enterprise. 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:
(i) Section 11101(e) of IIJA;
(ii) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of
Transportation Financial Assistance Programs,” 49 CFR part 26; and
(iii) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement.
(2) DBE Program Requirements. A Subrecipient that receives planning, capital and/or operating assistance and
that will award prime third party contracts exceeding $250,000 the requirements of 49 CFR part 26.
(3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Subrecipient agrees that:
(i) 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 CFR part 26;
and
(ii) 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 CFR § 26.13(a):
(i) Recipient Assurance. The Subrecipient agrees and assures that:
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(A) 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 CFR part 26;
(B) It must take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination
in the award and administration of U.S. DOT-assisted contracts;
(C) Its DBE program, as required under 49 CFR part 26 and as approved by U.S. DOT, is incorporated
by reference and made part of the Underlying Agreement; and
(D) 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 this Master Agreement.
(ii) 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:
(A) 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 CFR part 26;
(B) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must take all
necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and
administration of U.S. DOT-assisted subagreements, third party contracts, and third party
subcontracts, as applicable;
(C) 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
(D) 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 CFR 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.
(h) 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:
(i) 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;
(ii) 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:
(A) For FTA Recipients generally, Titles I, II, and III of the ADA apply,;but
(B) 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;”
(iii) 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;
(iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited
basis for discrimination; and
(v) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or
individuals with disabilities.
(2) Federal regulations and guidance, including:
(i) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 CFR
part 37;
(ii) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,” 49 CFR part 27;
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(iii) 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 CFR part 1192 and 49 CFR part 38;
(iv) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49
CFR part 39;
(v) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government
Services,” 28 CFR part 35;
(vi) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations
and in Commercial Facilities,” 28 CFR part 36;
(vii) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act,” 29 CFR part 1630;
(viii) U.S. Federal Communications Commission regulations, “Telecommunications Relay
Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 CFR part 64,
Subpart F;
(ix) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36
CFR part 1194;
(x) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 CFR part 609,
(xi) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance;” and
(xii) Other applicable federal civil rights and nondiscrimination regulations and guidance .
Section 16. Procurement.
(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 Program 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 reimburse ment. 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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AGENDA ITEM NO. 4.7
Item Cover Page
DATE:January 2, 2024
SUBMITTED BY:TJ Johnson, Information Technology
ITEM TYPE:Contract Award
AGENDA SECTION:Consent Agenda (5 min.)
SUBJECT:Contract Award to Advanced Network Management Inc. for Data
Center Infrastructure Replacement
SUGGESTED ACTION:Authorize the Town Manager to enter into a contract, in a form
approved by the Town Attorney, with Advanced Network Management
Inc. to provide the necessary hardware and installation services to
replace our data center infrastructure stack, for an amount not to
exceed $1,700,000.00.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Data Center Infrastructure Replacement.pdf
80
To: Vail Town Council
From: IT Department
Date: January 2, 2024
Subject: Data Center Infrastructure Replacement
I. PURPOSE
Provide the Council information on this critical IT project and obtain approval to authorize the
Town Manager to enter into an agreement with Advanced Network Management, Inc., to
replace and update our data center infrastructure hardware. This project is slated to begin in
January and be completed by April 1, 2024.
II. BACKGROUND
The Town uses numerous different information technology systems and applications to support
the needs of our residents and visitors, as well as our internal operations. The most effective
and secure way to provide these technologies is to use a set of physical hardware, known as an
infrastructure stack, which contains all the compute, storage and core networking components
necessary to run our systems. This stack of hardware in turn supports the more specialized
pieces of the ecosystem – the servers and virtual desktops that are used by individual
applications and employees of the Town.
We purchased and implemented the current stack of hardware in June of 2018, so will end up
getting 6 years of life out of this hardware – an excellent return on investment for this type of
technology. In addition to replacing this infrastructure, we are adding a component that helps
protect the Town against potential cybersecurity attacks. This combined hardware/software
system is a state-of-the-art solution that provides isolated and protected backups, allowing for a
rapid recovery in the event of a cyber-attack like ransomware. This upgrade to our backup
system is a huge improvement and is all included in the solution that we will be implementing.
Staff put out an RFP for this project and received three bids for the requested hardware and
implementation services. We recommend moving forward with Advanced Network
Management, Inc., whose bid came in at $1,632,490.74 and is the lowest bid received. We
have an approved budget of $1,750,000 for this project in 2024, and so the bid we have chosen
falls within that budget.
III. ACTION REQUESTED OF COUNCIL
Authorize the Town Manager to enter into an agreement, in a form approved by the Town
Attorney, with Advanced Network Management, Inc., to provide the necessary hardware and
installation services to replace our data center infrastructure stack, for an amount not to exceed
$1,700,000. The requested amount includes a little over $65,000 to cover unanticipated costs
that can occasionally arise with technology projects of this scope and complexity.
81
AGENDA ITEM NO. 5.1
Item Cover Page
DATE:January 2, 2024
TIME:20 min.
SUBMITTED BY:George Ruther, Housing
ITEM TYPE:Presentation/Discussion
AGENDA SECTION:Presentation/Discussion
SUBJECT:2023 End of Year Update on Housing from the Vail Local Housing
Authority
SUGGESTED ACTION:Listen to presentation and provide feedback.
PRESENTER(S):George Ruther, Housing Director and Steve Lindstrom, Chair, Vail
Local Housing Authority
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
2023_2024 Semi Annual Update on Housing Town Council Memo 01022024.docx
2024 Semi Annual Housing Update 010224.pdf
82
1
75 South Frontage Road West Housing Department
Vail, Colorado 81657 970.479.2150
vailgov.com
MEMORANDUM
To:Vail Town Council
From: Steve Lindstrom, Chair, Vail Local Housing Authority
George Ruther, Housing Director
Date:January 2, 2024
Re:2024 Semi-Annual Report -Delivering Housing Solutions in Vail
I.PURPOSE
The purpose of this agenda item is to present the housing results delivered during the second half of
2023 and to provide an overview of the housing solutions to be pursued by the Vail Local Housing
Authority and the Town’s Housing Department in the first half of 2024.
II.SUMMARY
Despite facing increasing headwinds from rising interest rates, the hangover of unprecedented growth
in real estate values in 2022-23, and escalation of construction labor and materials cost, the Vail
community is making substantial progress towards achieving its adopted housing goal and willpursue
numerous strategic actions going into 2024. The Vail Local Housing Authority and Town of Vail Housing
Department remain highly optimistic leading into 2024.
Since their adoption and creation in 2017 and 2018, respectively, the Vail Housing 2027 Strategic Plan
and the Town of Vail Housing Department, the Vail community has realized a 54% increase in the total
of deed restricted homes for year-round and seasonal residents living and working in the community
with an added 564 homes in the immediate pipeline and scheduled for delivery before the end of year
2027. Vail is well on its way to not only achieve its adopted goal of acquiring 1,000 new deed
restrictions by the 2027, but the community is likely to surpass the once believed audacious housing
goal.
83
III. PRESENTATION TOPICS
The following outline highlights the topics to be presented:
A. Re-engage VailHOMEPartners initiative
Schedule a special worksession meeting with the Vail Town Council and the Vail Local Housing
Authority to engage on policy direction and strategies for delivering on housing.
Visioning – what is going to be different in 5 to 7 years? What results will the community see?
Schedule housing policy discussions with our down valley partners to strengthen relationships,
identify partnership opportunities, and understand differences in housing policies and
approaches.
Re-instate monthly VailHOMEPartners Housing Subcommittee meetings
B. Vail InDEED – 2023 Year in Review
The Vail InDEED program was impacted by the rise in interest rates and the decline in inventory
with a decrease in the total number of deed restrictions acquired.
Total number of deed restrictions purchased - 175
Total Housing Investments to date - $13,604,118
Total number of deed restrictions acquired in 2023 - 4
Cost per deed restriction - $77,737.81
Cost per square foot - $86
Cost per bedroom - $45,015
Estimated total number of Vail residents provided homes since inception – 384.5
The Vail InDEED fund remains adequately appropriated at approximately $2.5M
C. Funding Creates Deed-Restrictions
Role of Vail Local Housing Authority
State/Federal grant and loan opportunities
o Governor Polis, Senator Roberts, Representative Lukens
o Over-subscribed and under-funded
o Proposition 123 – Opted In – The Town of Vail is obligated to deliver at least 27 new
homes by end of year 2026 to remain eligible for future grant funding
o 2024 potential housing legislation participation:
Short term rental
Rent control
Multi-family zoning
Construction defect laws
Engage grant writing expertise
Tax exempt bonds
o Revenue bonds
o Public activity bonds
84
VLHA as bond issuer
o Lessening the financial burden on ToV bonding capacity
Pursue public/private Partnerships in the exchange of existing deed-restrictions.
o Use other people’s money
o Flowers Residence/Rodriguez Residence
o Leverage underperforming deed restrictions to advance the Town’s housing goal
D. Projects
Eagle County Inventory of Land Availability for Housing Report
Eagle-Vail State Land Board Parcel Feasibility and RFQ
Town of Vail Internal Employee Housing Program
o Vail Heights #10
o Vail Heights #7
o Hamlet Chalets
o Vail East Lodging
o Homestake at Vail
o Buffehr Creek Condominiums
o Pitkin Creek Condominiums
o North Trail Townhome renovation
Update commercial linkage and adopt residential linkage.
o April 1 – June 30
o Expand opportunities for private sector participation.
E. Developments
East Vail CDOT Parcel
o Disposition approved by Colorado Transportation Commission
o Appraisals completed
o Final Subdivision
o Preliminary program/uses conceptual design underway
o Purchase contract drafted
o Resolving survey discrepancies
o 10 to 15 for-sale homes
West Middle Creek Village Apartments
o Private sector partner selected
o Pre-development Agreement approved
Geotechnical investigation pending weather
Civil engineering
Utility layout and design
CDOT ROW acquisition underway
Topographic survey and Alta survey complete
o Land use plan amendment, zoning, and amended final subdivision
o Joint PEC/DRB worksession – January 8
o Design Review Board – January 17
85
o Development review process completed by May, 2024
o $3.9M seed money investment in entitlements
Timber Ridge Village Apartments Redevelopment
o Public/Private partnership with Triumph Development
o Entitlements complete
o CDOT ROW acquisition under consideration
o GMP pricing and budget development
o Reservation agreement, contracts and HOA documents
o $38M seed money investment
o Construction start scheduled for May, 2024
Eagle-Vail State Land Board Parcel
o SB23-001
o Master site planning and opportunity analysis
o Collaborating with down valley partners
o Town of Avon annexation and zoning applications
o RFQ selection process – January, 2024
F. Initiatives
Zoning and Development Review Process Reform - Housing Policy #5
o Top priority of the VLHA
o No cost/risk to the taxpayer with substantial benefits to achieving the housing goal
o Housing Zone District and Retaining Wall Height amendments completed
o Additional Steps:
Development review process amended administrative procedures
EHU and deed restriction code updates
Design review guidelines and standards amendments
Fee structure revision
Capital improvements for maximum resale value policy updates
Point access block design and new multi-family building architecture
o Explore opportunities to create multi-family buildings
Town of Vail Deed Restricted Housing Demographics Survey
o Objective – Quantify and qualify residents to better understand existing trends and
future needs.
Eagle River Valley Regional Housing Action Plan
o Regional partnership to identify regional housing strategies and actions
o Completed November 2024
Develop strategies for Real Property Acquisition
o Adopted seven strategies for consideration when pursuing real property acquisitions
o Contributed to the ownership interest at Buffer Creek Condominiums
o Leverage West Vail opportunities
Housing Lottery opportunities
o Adopted amended lottery ticket eligibility criteria to increase inclusivity and fairness
o Results in greater fairness, consistency, and credibility
Habitat for Humanity Partnership at Timber Ridge II Village Apartments
86
o 10 three-bedroom homes at up to 80% for local families for a $2M investment
G. 10 Adopted Housing Policy Statements
Resolution No. 30, Series of 2018 (attached)
“….it is the Vail Town Council’s intent to articulate the approaches the Town will take to
realize its vision, achieve its housing goal, and address the most critical
issue…housing…facing the Vail community.”
H. High-Level Strategic Actions for 2024
1. Schedule a joint worksession in the first quarter of 2024 to re-engage VailHOMEPartners
2. Follow through on state mandated housing legislation and initiatives Second quarter
3. Complete the development review and zoning reform initiatives, including administrative
procedures amendments, by second quarter of 2024.
4. Housing Action Plan fourth quarter of 2024
5. Embrace and support the transfer of leadership and transition within the Town of Vail Housing
Department
87
PRESENTATION BY
George Ruther, Housing Director
Steve Lindstrom, Chair, VLHA
2023/2024
SEMI-ANNUAL
UPDATE ON
HOUSING
Progress Towards
the Goal
88
Topics Presented
•Vail HOME Partners
•2023 YTD Results
•2024 Initiatives and Actions
•High-level Action Strategies for
2024
Town of Vail | 2024 Semi Annual Update | vail.gov 89
Vail HOME Partners
•Collaborative partnership
between the Vail Town Council
and the Vail Local Housing
Authority
•Shared vision, mission, and
goals
•Public awareness
Town of Vail | 2024 Semi Annual Update | vail.gov 90
2023 YTD Results
•4 Vail InDEED purchases
•81 new deed restrictions
•Two deed exchanges/releases
•Residences at Main Vail
completed
•Timber Ridge II redevelopment
entitled
•West Middle Apartments
planning underway
Town of Vail | 2024 Semi Annual Update | vail.gov 91
2024 Initiatives and Actions
•Eagle-Vail State Land Board
Parcel RFQ
•Update commercial linkage and
adopt residential linkage
•East Vail CDOT parcel planning
•West Middle Creek entitlements
•Zoning and Development
Review Reform
•EHU Housing Demographics
Survey
•Regional Housing Action Plan
Town of Vail | 2024 Semi Annual Update | vail.gov 92
Housing Policy Statements –Resolution No. 30, Series of 2018
Town of Vail | 2024 Semi Annual Update | vail.gov
#1 Housing IS Infrastructure -Deed-restricted
homes are critical infrastructure in Vail.
#2 Housing Partners –We use public/private
partnerships and actively pursue local and regional
solutions to increase the supply of deed-restricted
homes.
#3 Private Sector Importance –We foster a
proactive and solutions-oriented environment that
promotes private sector investment to create
deed-restricted homes.
#4 Leverage Financial Strength –We will use
our financial strength and acumen to acquire
deed-restrictions.
#5 Breakdown Barriers –We align our land use
regulations, building and energy conservation
codes to achieve our vision and housing goal, and
development applications are thoroughly, timely
and efficiently reviewed….getting to “yes” is our
shared objective.
93
Housing Policy Statements
Town of Vail | 2024 Semi Annual Update | vail.gov
#6 Funding Creates Deed-Restrictions –We
pursue a predictable, consistent and reliable source
of funding to obtain deed-restrictions and maintain
the Town’s housing programs.
#7 People Promote Community –We ensure
opportunity and access to the Town’s housing
programs and initiatives through a clear, equitable,
and easy to administer process for housing
selection.
#8 No Net Loss -No net loss of resident-occupied,
deed-restrictions.
#9 Keep Up With Demand -New development,
both residential and commercial, is obligated to
mitigate its incremental impact on the demand for
resident-occupied, deed-restricted homes. Payment
in lieu, while needed, is not the preferred method of
mitigation.
#10 Funding is Policy –The Vail Town Council will
fund housing opportunities and solutions.
94
Progress Towards the Goal
“The Town of Vail will acquire
1,000 additional resident
housing unit deed restrictions
by the year 2027”
Town of Vail | 2024 Semi Annual Update | vail.gov 95
Looking to the Future
•Joint Town Council/Housing
Authority Strategy Session
•Statewide Housing Legislation
Participation
•Development Review and
Zoning Reform
•Regional Housing Action Plan
•Transfer of Leadership
Town of Vail | 2024 Semi Annual Update | vail.gov 96
Thank you
97
AGENDA ITEM NO. 6.1
Item Cover Page
DATE:January 2, 2024
SUBMITTED BY:Steph Johnson, Town Manager
ITEM TYPE:Town Manager Report
AGENDA SECTION:Town Manager Report (10 min.)
SUBJECT:Town Manager Report
SUGGESTED ACTION:
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
98
AGENDA ITEM NO. 6.2
Item Cover Page
DATE:January 2, 2024
SUBMITTED BY:Steph Johnson, Town Manager
ITEM TYPE:Old Business
AGENDA SECTION:Town Manager Report (10 min.)
SUBJECT:Council Matters
SUGGESTED ACTION:
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
240102 Matters.docx
99
COUNCIL MATTERS
Status Report
Report for January 2, 2024
Town Council praised the Vail Village Tree Lighting and Pepi’s Tribute: Todd
Oppenheimer was recognized for his contributions in managing the process and
finding such a fitting placement to celebrate Pepi Gramshammer.
Regarding upcoming Ford Park Operating Committee: Council directed staff to
prioritize traffic reduction on Betty Ford Way.
Town Council gave direction to staff on a number of administrative items:
o Follow a traditional “consent agenda” approval process during evening
meetings
o Add a Town Manager report to the afternoon work sessions
o Allow zoom interviews for board appointments
o Explore possibility of “action-only” minutes for Town Council meetings based
on availability of recorded meetings
Social Media Listening
Here is the Sprout Listening link: https://share.sproutsocial.com/view/bce737d3-f0d6-42c0-a737-
d3f0d682c00b
*don’t be too concerned about decreases in volume or potential impressions metrics, we removed some
highly viewed YouTube videos from this report that were generally related to Vail but didn’t help provide
insight into current conversations around the town
If you are interested, here is the Facebook post link from the Vail Daily article around potentially
reducing speed bumps https://www.facebook.com/37483169645/posts/857396033054327
100
Stumbled across this nice shout out to the bus’s mobility signage:
In the News______________________________________________________
Dec. 13
Interski 2027
https://www.thesnowpros.org/2023/12/13/psia-aasi-partners-with-vail-resorts-town-of-vail-to-
host-interski-2027/
Tip a Cop
https://www.realvail.com/local-law-enforcement-officers-fundraise-for-special-olympics-at-
lancelot-in-vail/a17980/
Peak Parking Days Begin
https://www.realvail.com/peak-parking-days-begin-this-weekend-full-winter-bus-schedule-in-
effect/a17978/
Dec. 14
Pepi's Tribute Dedication
https://www.vaildaily.com/news/vail-to-unveil-tribute-to-pepi-gramshammer-during-annual-tree-
lighting-ceremony/
https://www.realvail.com/dedication-of-pepis-tribute-set-for-sunday-during-vail-tree-lighting-
ceremony/a17989/
Apres at the Amp
https://www.realvail.com/apres-at-the-amp-in-vail-is-back-and-even-bigger-in-april-
2024/a17992/
Dec. 18
West Middle Creek
101
https://www.vaildaily.com/news/vails-west-middle-creek-has-the-potential-to-add-nearly-270-
units-of-housing/
Interski 2027
https://www.vaildaily.com/news/vail-to-host-interski-congress-the-worlds-largest-exchange-of-
snowsports-ideas/
Loading & Delivery
https://www.law360.com/competition/articles/1777945/judge-elevates-tro-to-injunction-on-ski-
town-vehicle-ban-
Dec. 19
Shop with a Cop
https://www.vaildaily.com/news/shop-with-a-cop-provides-joy-for-eagle-county-kids-and-officers/
Loading & Delivery
https://www.vaildaily.com/news/court-vail-cant-enforce-ban-of-ups-fedex-and-dhl-in-villages-
until-trial-concludes/
Dec. 20
Altus Vail Deed Restrictions
https://www.vaildaily.com/news/vail-alters-terms-of-altus-vail-deed-restrictions-following-
settlement/
Trailblazer Award Nominations
https://www.vaildaily.com/news/vail-opens-nominations-for-trailblazer-award/
Loading & Delivery
https://businessden.com/2023/12/20/vail-cant-ban-all-delivery-trucks-from-pedestrian-malls-
judge-says/
Dec. 21
Speed Bumps
https://www.vaildaily.com/news/vail-likely-to-dump-some-bumps-in-parking-garages-after-traffic-
engineer-weighs-in/
Loading & Delivery - Breckenridge
https://www.summitdaily.com/news/breckenridge-looks-to-introduce-a-program-to-get-delivery-
trucks-out-of-downtown/
Dec. 23
Roundabouts - letter
https://www.vaildaily.com/opinion/letter-not-all-roundabouts-are-created-equal/
Dec. 25
Medal Awarded for Saving Fisherman in Gore Creek
https://www.denverpost.com/2023/12/25/vail-creek-rescue-drowning-carnegie-medal-john-
chase/
102
https://www.greeleytribune.com/2023/12/26/vail-creek-rescue-drowning-carnegie-medal-john-
chase/
Dec. 26
Ski Commuter Train
https://www.vaildaily.com/news/ski-commuter-trains-get-another-look-as-mountain-roads-are-
overwhelmed/
Upcoming Dates
January 12 Community Ski Day with ElectedOfficials - Vail
103
AGENDA ITEM NO. 7.1
Item Cover Page
DATE:January 2, 2024
TIME:5 min.
SUBMITTED BY:Stephanie Bibbens, Finance
ITEM TYPE:Ordinance
AGENDA SECTION:Public Hearings
SUBJECT:Ordinance No. 27, Series of 2023, Second Reading, An Ordinance
Providing for the Levy Assessment and Collection of Town Ad
Valorem Property Taxes Due for the 2023 Tax Year and Payable
in the 2024 Fiscal Year.
SUGGESTED ACTION:Approve, approve with amendments, or deny Ordinance No. 27,
Series of 2023, upon second reading.
PRESENTER(S):Carlie Smith, Finance Director
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
24 Mill Levy 2nd.pdf
Mill Levy Ordinance 2024 2nd.pdf
104
TO: Vail Town Council
FROM: Finance Department
DATE: January 2, 2024
SUBJECT: Mill Levy Ordinance
I. SUMMARY
Authorization for the collection of property taxes in 2024.
II. DISCUSSION
On November 21st, Council approved the 1st reading of this ordinance. With the passing of new
legislation, SB23-1, the 2nd reading of the ordinance was tabled. This new legislation included
the following:
• A temporary decrease in assessment rates for residential properties. Assessment rates
were reduced from 6.795% to 6.7% (previously 7.15%).
• $55K was exempted from the valuation for residential properties and $30K was exempted
for commercial properties.
• For jurisdictions meeting certain criteria, the state would provide a refund or backfill for the
reduced property tax revenue as a result of the bill; Vail is not expected to receive backfill
from this bill.
• The mill levy certification deadline was extended from December 15th to January 10th.
Also written into the bill was the ability for jurisdictions to decrease their mill levy with a credit
without having voter approval to reinstate the higher previous mill levy. The Town’s legal council
has advised staff that there could be TABOR concerns with this. Although this has been included
in the bill, it has not been proven in a court of law.
SB23-1, along with other recent legislation, set out to help alleviate some of the impacts that the
new and increased property valuations have on property owners; however, this has also impacted
revenue to governmental entities across the state. During the December 19th meeting, staff
presented mill levy options for Council’s discussion. This included increasing the town's mill to
offset the decrease in the assessment rates, reducing the town’s mill with a credit, and lastly,
maintaining the current mill levy of 4.69%. During this discussion , Council agreed with the staff’s
recommendation to maintain the current mill levy.
This ordinance authorizes the collection of proper ty taxes in 2024 based upon 2023 assessed
valuations of property within the town’s boundaries. Eagle County is responsible for assessing
values and for collecting property taxes on our behalf. The town is required by Colorado state
law to certify the mill levy by December 15 of each year however this has been extended to
January 10th for 2024. The certification has been submitted to the County .
105
Town of Vail Page 2
The property tax authorized by the attached ordinance will generate $7.5 million in revenue
in 2024, representing approximately 8.1% of the town’s total revenue. The projected
revenue is a 42% increase compared to prior year. Staff estimates that the temporary
decreases in assessment rates have an impact of $492.5K to property tax revenue had
assessment rates not been changed. Staff expects to be backfilled an estimated $288K
from the state based on previous legislation, SB238. For a homeowner with a previous
valuation of $1.0M, staff estimates an increase of $94.27 for Town of Vail property taxes.
106
Ordinance 27, Series of 2023
ORDINANCE NO. 27
SERIES OF 2023
AN ORDINANCE PROVIDING FOR THE LEVY ASSESSMENT AND COLLECTION
OF TOWN AD VALOREM PROPERTY TAXES DUE FOR THE 2023 TAX YEAR AND
PAYABLE IN THE 2024 FISCAL YEAR.
WHEREAS, it is necessary for the Town Council to provide for the levy, assessment and
collection of Town ad valorem property taxes due for the 2023 year and payable in the 2024
fiscal year.
NOW, THEREFORE, be it ordained by the Town Council of the Town of Vail,
Colorado, that:
1. For the purpose of defraying part of the operating and capital expenses of the
Town of Vail, Colorado, during its 2024 fiscal year, the Town Council hereby levies a property
tax of 4.692 mills upon each dollar of the total assessed valuation of $1,746,525,450 for the 2023
tax year of all taxable property within the Town, which will result in a gross tax levy of
$7,545,729 calculated as follows:
Base mill levy 4.690 $7,542,513
Abatement levy .002 _ 3,216
Total mill levy 4.692 $7,545,729
Said assessment shall be duly made by the County of Eagle, State of Colorado, as directed by the
Colorado Revised Statutes (1973 as amended), and as otherwise required by law.
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 Town Council hereby declares it would have passed this ordinance,
and each part, section, subsection, sentence, clause or phrase ther eof, regardless of the fact that
any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid.
3. The Town Council hereby finds, determines, and declares that this ordinance is
necessary and proper for the health, safety, and welfare of the Town of Vail and the inhabitants
thereof.
4. The repeal or the repeal and reenactment of any provision of the Municipal Code
of the Town of Vail as provided in this ordinance shall not affect any right which has accrued,
107
Ordinance 27, Series of 2023
any duty imposed, any violation that occurred prior to the effective date hereof, any prosecution
commenced, nor any other action or proceedings as commenced under or by virtue of the
provision repealed or repealed and reenacted. The repeal of any provision hereby shall not
revive any provision or any ordinance previously repealed or superseded unless expressly stated
herein.
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, this 21st day of November, 2023. A public hearing shall be held
hereon at 6 P.M. on the 2nd of January 2024, at the regular meeting of the Town Council of the
Town of Vail, Colorado, in the Municipal Building of the Town.
______________________________
Travis Coggin, Mayor
ATTEST:
________________________________
Russell Forrest, Town Manager
READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED IN FULL
this 2nd day of January 2024.
_____________________________
Travis Coggin, Mayor
ATTEST:
________________________________
Stephanie Bibbens, Town Clerk
108
AGENDA ITEM NO. 7.2
Item Cover Page
DATE:January 2, 2024
TIME:5 min.
SUBMITTED BY:Stephanie Bibbens, Community Development
ITEM TYPE:Action Items
AGENDA SECTION:Public Hearings
SUBJECT:Ordinance 29, Series of 2023, Second Reading, an Ordinance
Amending Title 12, Chapter 6 of the Vail Town Code to Amend
the Current Housing District Regulations and to Establish a New
Housing District and Amending Sections 14-6-7 and 14-10-9 of
the Vail Town Code to Increase the Maximum Height of Retaining
Walls in the Housing Districts
SUGGESTED ACTION:Approve, approve with amendments, or deny Ordinance 29, Series of
2023, Second Reading.
PRESENTER(S):Greg Roy, Planning Manager
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Ord #29 of 2023 Staff Memo.pdf
Attachment A. Ordinance No. 29, Series of 2023.pdf
Attachment B. PEC23-0026_Memo_12-11-23.pdf
Attachment C. PEC Results 12-11-23.pdf
Public Input.pdf
109
TO: Town Council
FROM: Community Development Department
DATE: January 2, 2024
SUBJECT: Second reading of Ordinance No. 29, Series of 2023, an ordinance amending Title
12, Chapter 6 of the Vail Town Code to amend the current Housing District
regulations and to establish a new Housing District and amending Sections 14-6-
7 and 14-10-9 of the Vail Town Code to increase the maximum height of retaining
walls in the Housing Districts.
Applicant: Town of Vail and Vail Local Housing Authority, represented by Dominic
Mauriello of Mauriello Planning Group
Planner: Greg Roy, Planning Manager
I. SUMMARY
The applicant, Town of Vail and the Vail Local Housing Authority, represented by Dominic
Mauriello of Mauriello Planning Group, is proposing to amend the current Housing (H)
Zone District in Section 12-6I, create a new Housing Two (H-2) Zone District with Section
12-6L, and amend Sections 14-6-7 and 14-10-9 to allow retaining walls in the H and H-2
districts to extend up to fifteen (15) feet in height. The proposed amendments are intended
to provide standardized metrics in these zone districts to minimize a developer’s risks and
streamline the review process.
On December 11, 2023, the Planning and Environmental Commission (PEC) voted 4-3
(Rediker, Pratt, McBride opposed) to recommend approval of the proposed amendments
(PEC23-0026). The Town Council voted 7-0 to approve Ordinance No. 29, Series of 2023
on first reading at the December 19, 2023 Town Council meeting.
II. ACTION REQUESTED OF THE TOWN COUNCIL
The Vail Town Council shall approve, approve with modifications, or deny Ordinance No.
29, Series of 2023 on second reading.
III. DESCRIPTION OF REQUEST
110
Town of Vail Page 2
The proposed Prescribed Regulation Amendment will amend the Housing (H) district to
create a set of standards to replace the existing Approved Development Plan by which
standards are prescribed by the PEC. The proposal would also create a second Housing
District (H-2) that would have a lower height maximum to be more compatible with lower
density residential areas. The proposed changes would also permit retaining walls in
either housing district to extend up to fifteen (15) feet in height. Please see the attached
documents for review.
A. Ordinance No. 29, Series of 2023
B. PEC23-0026 Staff Report 12-11-23
C. PEC Results 12-11-23
IV. BACKGROUND
The Housing (H) District was created with Ordinance No. 3, Series of 2001. It was later
amended that same year with Ordinance No. 19, Series of 2001, for grammatical
corrections and references to other sections of Town Code. With Ordinance No. 29,
Series of 2005, additional grammatical corrections were made as well as changes to
permitted and accessory uses. Bicycle and Pedestrian paths were added to the permitted
uses and Child Daycare Facilities were added as an accessory use.
Resolution No. 30, Series of 2018 adopted the Vail Housing Policy Statements. These
policies encourage the development of housing in the Town of Vail. In accordance with
those statements, the Vail Local Housing Authority (VLHA), Town staff, and Mauriello
Planning Group have collaborated on a code amendment for the Housing (H) Zone
District to encourage more private development in the Town. Amending the prescribed
development plan set by the PEC and replacing it with a set of standards that will produce
an orderly development in any lot zoned Housing (H) or Housing 2 (H-2) helps to achieve
this goal. A second Housing district (H-2) is proposed that would essentially be the same
as H, except for a lower height to be more compatible in lower density residential areas.
Title 14 was created with the passage of Ordinance 22, Series of 1999. Ordinance 22,
Series of 1999 repealed Chapter 12-14 Supplemental Regulations of Town Code and
created Title 14 Development Standards which included Section 14 -6-7. It was later
amended with Ordinance No. 29, Series of 2005. In that ordinance, there was originally
a table that laid out standards for the height of retaining walls based on a variety of factors
as well as which board had the authority to approve the various aspects of the design.
The 2005 amendment removed the chart and added the language that is in place today.
This language allows for a maximum of six feet in height, with the further limitation of only
three feet in height if the wall is in the front setback.
The height restrictions have largely remained unchanged since the 2005 amendment. In
2006, there was another amendment to this section that required engineer-stamped plans
in specific situations. This section was last amended in 2019 to clarify that higher walls in
the front setback on steep lots were allowed for the development of the structure and not
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solely for access to the site.
The current proposal initially contemplated exempting retaining walls in the Housing zone
district from the maximum height limitations and allowing the DRB to decide when it would
be appropriate for a landscaped bench to be added to the design.
The Planning and Environmental Commission reviewed a similar proposal in September,
where a recommendation of approval was forwarded to Town Council. On November 7th,
Town Council considered the code amendment in the form of Ordinance No. 23, Series
of 2023 but a motion to approve on first reading failed with a vote of 3 -3. No follow-up
motion was made on the request, so the application reached its conclusion in the process.
Revisions were made to the original proposal based on input received and a new
application was made to the PEC for review at the December 11, 2023, meeting. At this
meeting, the PEC recommended approval of the application with a vote of 4 -3 (Rediker,
Pratt, McBride opposed).
Below is a summary of the changes made to the language in the Housing (H) district since
the previous application:
• Site coverage shall not exceed fifty-five percent (55%) of the total site area.
If at least seventy-five percent (75%) of the required parking spaces are
enclosed, site coverage may be increased to seventysixty-five percent
(765%).
• For a flat roof or mansard roof, the height of buildings shall not exceed
seventy (70) feet. For a sloping roof, the height of buildings shall not exceed
eighty-fivetwo and a half (8582.5) feet.
The proposal includes the addition of the Housing Two (H-2) District. This district will be
the same as the Housing (H) District except for the maximum height. While the H District
has a proposed maximum height of 70 feet for a flat roof and 82.5 feet for a sloping roof,
the H-2 district has a maximum height of 35 feet for a flat roof and 43 feet for a sloping
roof. The purpose of the H-2 district is to allow for the development of housing in areas
where reduced heights would be more compatible.
V. RECOMMENDED MOTION
Should the Vail Town Council choose to approve Ordinance No. 29, Series of 2023,
on second reading, staff recommends the Council pass the following motion:
“The Vail Town Council approves, on second reading, Ordinance No. 29,
Series of 2023, an ordinance amending Title 12, Chapter 6 of the Vail Town
Code to amend the current Housing Zone District (H) regulations and to
establish a new Housing Zone District (H-2) and amending Sections 14-6-7
and 14-10-9 of the Vail Town Code to increase the maximum height of
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retaining walls in the Housing Zone Districts.”
Should the Vail Town Council choose to approve Ordinance No. 29 Series of 2023, staff
recommends the Council make the following findings: “The Vail Town Council finds:”
1. That the amendment is consistent with the applicable elements of the adopted
goals, objectives and policies outlined in the Vail comprehensive plan and is
compatible with the development objectives of the town; and
2. That the amendment furthers the general and specific purposes of the zoning
regulations; and
3. That the amendment promotes the health, safety, morals, and general welfare
of the town and promotes the coordinated and harmonious development of
the town in a manner that conserves and enhances its natural environment
and its established character as a resort and residential community of the
highest quality.”
Vl. ATTACHMENTS
A. Proposed Ordinance No. 29, Series of 2023
B. PEC23-0026 Staff Report 12-11-23
C. PEC Results 12-11-23
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12/13/2023
HTTPS://VAILCOGOV.SHAREPOINT.COM/SITES/TOVFILESHARE/SHARED DOCUMENTS/TOV FILES/COMMUNITY
DEVELOPMENT/BOARDS/TOWN COUNCIL/ORDINANCES/23/ORDINANCE NO. 29, SERIES OF 2023
(HOUSING)/ORDINANCE NO. 29, SERIES OF 2023.DOCX
ORDINANCE NO. 29
SERIES 2023
AN ORDINANCE AMENDING TITLE 12, CHAPTER 6 OF THE VAIL
TOWN CODE TO AMEND THE CURRENT HOUSING DISTRICT
REGULATIONS AND TO ESTABLISH A NEW HOUSING DISTRICT, AND
AMENDING SECTIONS 14-6-7 AND 14-10-9 OF THE VAIL TOWN CODE
TO INCREASE THE MAXIMUM HEIGHT OF RETAINING WALLS IN THE
HOUSING DISTRICTS
WHEREAS, on December, 11, 2023, the Planning and Environmental Commission
held a properly-noticed public hearing on proposed amendments to the current Housing
District regulations, the establishment of a new Housing District, and the increase in the
height of retaining walls in the Housing Districts, and recommended that the Town Council
approve such amendments;
WHEREAS, the Town's economy is largely tourist based and the health of this
economy is premised on exemplary service for the Town's guests, and the Town's ability
to provide such service is dependent upon a strong, high quality and consistently
available work force;
WHEREAS, to achieve such a work force, the Town must work to provide quality
living and working conditions, and the availability of community housing plays a critical
role in creating quality living and working conditions for the work force; and
WHEREAS, the Town recognizes a permanent, year-round population plays an
important role in sustaining a healthy, viable community, and the Town has a role, in
conjunction with the private sector, in ensuring that housing is available.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO, THAT:
Section 1. Article 6I of Chapter 6 of Title 12 of the Vail Town Code is hereby
repealed in its entirety and reenacted to read as follows:
ARTICLE 12-6I: HOUSING (H) DISTRICT
§ 12-6I-1. PURPOSE.
The Housing District is intended to provide adequate sites for employee
housing which, because of the nature and characteristics of employee
housing, cannot be adequately regulated by the development standards
prescribed for other residential zone districts. This zone district allows
flexibility to provide for the critical need for housing to serve local citizens
and businesses, and to provide for the public welfare. The Housing District
is intended to ensure that employee housing is appropriately located and
designed to meet the needs of residents of the Town, to harmonize with
surrounding uses, and to ensure adequate light, air, open spaces and other
amenities appropriate to the allowed types of uses.
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§ 12-6I-2. PERMITTED USES.
The following uses are permitted in the H District:
(1) Bicycle and pedestrian paths;
(2) Wireless communications facilities;
(3) Employee housing units;
(4) Passive outdoor recreation areas and open space.;
(5) Public buildings, grounds and facilities;
(6) Public parks and recreational facilities; and
(7) Public utilities installations including transmission lines and
appurtenant equipment.
§ 12-6I-3. CONDITIONAL USES.
The following conditional uses are permitted in the H District, subject to
issuance of a conditional use permit:
(1) Public and private schools; and
(2) Commercial uses secondary and incidental to employee
housing and specifically serving the needs of the residents, including the
following:
(a) Automated teller machines;
(b) Banks and financial institutions;
(c) Business offices and professional offices;
(d) Eating and drinking establishments;
(e) Funiculars and other similar conveyances;
(f) Health clubs;
(g) Personal services, including, but not limited to, laundromats,
beauty and barber shops, tailor shops and similar services; and
(h) Retail stores and establishments.
§ 12-6I-4. ACCESSORY USES.
The following accessory uses are permitted in the H District:
(1) Home occupations, subject to issuance of a home occupation
permit;
(2) Childcare facilities;
(3) Private greenhouses, toolsheds, playhouses, attached
garages or carports, swimming pools or recreation facilities customarily
incidental to permitted residential uses; and
(4) Dwelling units other than employee housing units, if:
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(a) Such dwelling units are created solely for the purpose of
subsidizing employee housing on the property;
(b) Such dwelling units are not the primary use of the property.
(c) The GRFA for such dwelling units does not exceed thirty
percent (30%) of the total GRFA constructed on the property;
(d) Such dwelling units are only created in conjunction with
employee housing; and
(e) Such dwelling units are compatible with the proposed uses
and buildings on the site and are compatible with buildings and uses
on adjacent properties; and
(5) Other uses customarily incidental and accessory to permitted
or conditional uses, and necessary for the operation thereof.
§ 12-6I-5. SETBACKS.
The minimum front setback shall be twenty (20) feet, the minimum side
setback shall be fifteen (15) feet, and the minimum rear setback shall be
fifteen (15) feet.
§ 12-6I-6. SITE COVERAGE.
Site coverage shall not exceed fifty-five percent (55%) of the total site area.
If at least seventy-five percent (75%) of the required parking spaces are
enclosed, site coverage may be increased to sixty-five percent (65%).
§ 12-6I-7. LANDSCAPING AND SITE DEVELOPMENT.
At least twenty-five percent (25%) of the total site area shall be landscaped.
§ 12-6I-8. LOT AREA.
The minimum lot area shall be ten thousand (10,000) square feet.
§ 12-6I-9. HEIGHT.
For a flat roof or mansard roof, the height of buildings shall not exceed
seventy (70) feet. For a sloping roof, the height of buildings shall not exceed
eighty-two and a half (82.5) feet.
§ 12-6I-10. DENSITY.
There is no limitation on the number of dwelling units per acre.
§ 12-6I-11. GROSS RESIDENTIAL FLOOR AREA.
There is no limitation on the amount of gross residential floor area.
§ 12-6I-12. PARKING.
Parking shall be provided at a rate of one and five hundredths (1.05) parking
spaces per dwelling unit. Applications shall include: number and layout of
parking spaces being provided onsite; details of any offsite parking being
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provided; details of bicycle parking provided onsite; and provisions for guest
parking and assigned parking spaces.
§ 12-6I-13. MOBILITY.
(1) General. Developments providing less than the prescribed number
of parking spaces shall require a Mobility Management Plan approved by
the Planning and Environmental Commission.
(2) Mobility Management Plan. The Mobility Management Plan shall
include:
(a) Layout of proposed covered and uncovered parking including
applicable dimensions, provisions for stacked parking and compact spaces,
if proposed;
(b) Information on how proposed parking spaces will be allocated
to units and if this allocation is on the form of a deed restriction;
(c) A professionally produced parking study, unless a
determination is made by the Administrator that such study is unnecessary
due to the scale and character of the proposal;
(d) Existence of any bike or vehicle share/shuttle program;
(e) Covered/protected/secured bike parking/storage;
(f) Provisions for guest parking and management;
(g) Provisions for seasonal variations; and
(h) Provisions for off-site vehicle storage, which may be located
at any distance from the site.
(3) Review criteria. To be approved, a Mobility Management Plan shall:
(a) Provide adequate off-street parking for the quantity of
proposed beds in relation to the proximity of the development to core
services and public transit, based on:
(1) Hierarchy of bus routes (regional vs. local);
(2) Proximity to job centers; and
(3) Proximity to commercial area.
(b) Provide adequate off-street parking in consideration of other
provided mobility options including vehicle share/shuttle programs; and
(4) Performance standards. After implementation of a Mobility
Management Plan, the following performance standards shall be
maintained:
(a) Personal vehicles shall not be parked in areas designated for
fire service or in a dedicated emergency access easement.
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(b) Personal vehicles shall not be parked on adjacent properties
unless permission has been obtained in writing and provided to and
approved by the Town.
(c) Personal vehicles shall not be parked in the public right-of-
way.
(d) Personal vehicles shall not be parked in areas other than
designated spaces as shown on the approved site plan.
(e) At no times shall parking extend into required drive aisles.
(f) Goods, trailers, campers, or unlicensed vehicles shall not be
stored in designated parking areas.
(g) Bike parking shall be maintained at all times in a clean, safe
and functional condition.
(5) Reporting. For the first two (2) years following the implementation of
a Mobility Management Plan, a report shall be submitted to the Community
Development Department, within thirty (30) days of the date of the
anniversary of the first-issued certificate of occupancy for the development,
including the following information:
(a) Number of occupied units and number of residents per unit.
(b) Usage of mobility services;
(c) Results of surveys of residents concerning parking;
(d) Reports of any code enforcement/fire/parking complaints; and
(e) A parking utilization study during summer and winter.
(6) Enforcement. Failure to comply with a Mobility Management Plan
shall be considered a zoning violation under § 12-3-9 of this Title.
(7) Amendment Procedures.
(a) Amendments to an approved Mobility Management Plan shall be
reviewed by the Planning and Environmental Commission Meeting at a public
hearing in accordance with 12-3-6.
§ 12-6I-14. LOCATION OF BUSINESS ACTIVITY.
(1) Limitation. All conditional uses shall be operated and conducted
entirely within a building, except for permitted loading areas and such
activities as specifically authorized to be unenclosed by a conditional use
permit, and the outdoor display of goods.
(2) Outdoor display areas. The area to be used for outdoor display shall
be located directly in front of the establishment displaying the goods and
entirely upon the establishment s own property. Sidewalks, building
entrances and exits, driveways and streets shall not be obstructed by
outdoor display.
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Section 2. Chapter 6 of Title 12 of the Vail Town Code is hereby amended by
the addition of a new Article 12-6L, to read as follows:
ARTICLE 6L: HOUSING TWO (H-2) DISTRICT
§ 12-6L-1. PURPOSE.
The H-2 District is intended to provide adequate sites for employee housing
which, because of the nature and characteristics of employee housing,
cannot be adequately regulated by the development standards prescribed
for other residential zone districts. The H-2 District provides flexibility to
provide for the critical need for housing to serve local citizens and
businesses, and to provide for the public welfare. The H-2 District is
intended to ensure that employee housing is appropriately located and
designed to meet the needs of Town residents, to harmonize with
surrounding uses, and to ensure adequate light, air, open spaces and other
amenities appropriate to the allowed types of uses. The H-2 District is
intended to apply to properties located in areas developed with low density
residential uses where it may be more appropriate to have lower residential
building forms.
§ 12-6L-2. PERMITTED USES.
The following uses are permitted in the H-2 District:
(1) Bicycle and pedestrian paths;
(2) Wireless communication facilities;
(3) Employee housing units;
(4) Passive outdoor recreation areas, and open space;
(5) Public buildings, grounds and facilities;
(6) Public parks and recreational facilities; and
(7) Public utilities installations including transmission lines and
appurtenant equipment.
§ 12-6L-3. CONDITIONAL USES.
The following conditional uses are permitted in the H-2 District, subject to
issuance of a conditional use permit:
(1) Public and private schools; and
(2) Commercial uses which are secondary and incidental to the
use of employee housing and specifically serving the needs of the residents
of the development, and developed in conjunction with employee housing,
in which case the following uses may be allowed subject to a conditional
use permit:
(a) Automated teller machines;
(b) Banks and financial institutions;
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(c) Business offices and professional offices;
(d) Eating and drinking establishments;
(e) Funiculars and other similar conveyances;
(f) Health clubs;
(g) Personal services, including without limitation laundromats,
beauty and barber shops, tailor shops and similar services; and
(h) Retail stores and establishments.
§ 12-6L-4. ACCESSORY USES.
The following accessory uses are permitted in the H-2 District:
(1) Home occupations, subject to issuance of a home occupation
permit;
(2) Private greenhouses, toolsheds, playhouses, attached
garages or carports, swimming pools or recreation facilities customarily
incidental to permitted residential uses;
(3) Childcare facilities;
(4) Dwelling units other than employee housing units, if such
dwelling units:
(a) Are created solely for the purpose of subsidizing employee
housing on the property;
(b) Are not the primary use of the property;
(c) Do not exceed thirty percent (30%) of the total GRFA
constructed on the property; and
(d) Are compatible with the proposed uses and buildings on the
site and are compatible with buildings and uses on adjacent
properties; and
(5) Other uses customarily incidental and accessory to permitted
or conditional uses, and necessary for the operation thereof.
§ 12-6L-5. SETBACKS.
The minimum front setback shall be twenty (20) feet, the minimum side
setback shall be fifteen (15) feet, and the minimum rear setback shall be
fifteen (15) feet.
§ 12-6L-6. SITE COVERAGE.
Site coverage shall not exceed fifty-five percent (55%) of the total site area.
If at least seventy-five percent (75%) of the required parking spaces are
underground or enclosed, site coverage may be increased to sixty-five
percent (65%).
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§ 12-6L-7. LANDSCAPING AND SITE DEVELOPMENT.
At least twenty-five percent (25%) of the total site area shall be landscaped.
§ 12-6L-8. LOT AREA.
The minimum lot area shall be ten thousand (10,000) square feet.
§ 12-6L-9. HEIGHT.
For a flat roof or mansard roof, the height of buildings shall not exceed thirty-
five (35) feet. For a sloping roof, the height of buildings shall not exceed
forty-three (43) feet.
§ 12-6L-10. DENSITY.
There is no limitation on the number of dwelling units per acre.
§ 12-6L-11. GROSS RESIDENTIAL FLOOR AREA.
There is no limitation on the amount of gross residential floor area.
§ 12-6L-12. PARKING.
Parking shall be provided at a rate of one and five hundredths (1.05) parking
spaces per dwelling unit or employee housing unit, which represents all
parking, including visitor parking. Applications shall include number and
layout of onsite parking spaces; details of any offsite parking being
provided; onsite bicycle parking; provisions for guest parking; and assigned
parking spaces.
§ 12-6L-13. MOBILITY.
(1) General. Developments providing less than the prescribed number
of parking spaces shall require a Mobility Management Plan approved by
the Planning and Environmental Commission.
(2) Mobility Management Plan. The Mobility Management Plan shall
include:
(a) Layout of proposed covered and uncovered parking including
applicable dimensions, provisions for stacked parking and compact spaces,
if proposed;
(b) Information on how proposed parking spaces will be allocated
to units and if this allocation is on the form of a deed restriction;
(c) A professionally produced parking study, unless a
determination is made by the Administrator that such study is unnecessary
due to the scale and character of the proposal;
(d) Existence of any bike or vehicle share/shuttle program;
(e) Covered/protected/secured bike parking/storage;
(f) Provisions for guest parking and management;
(g) Provisions for seasonal variations; and
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(h) Provisions for off-site vehicle storage, which may be located
at any distance from the site.
(3) Review criteria. To be approved, a Mobility Management Plan shall:
(a) Provide adequate off-street parking for the quantity of
proposed beds in relation to the proximity of the development to core
services and public transit, based on:
(1) Hierarchy of bus routes (regional vs. local);
(2) Proximity to job centers; and
(3) Proximity to commercial area.
(b) Provide adequate off-street parking in consideration of other
provided mobility options including vehicle share/shuttle programs; and
(4) Performance standards. After implementation of a Mobility
Management Plan, the following performance standards shall be
maintained:
(a) Personal vehicles shall not be parked in areas designated for
fire service or in a dedicated emergency access easement.
(b) Personal vehicles shall not be parked on adjacent properties
unless permission has been obtained in writing and provided to and
approved by the Town.
(c) Personal vehicles shall not be parked in the public right-of-
way.
(d) Personal vehicles shall not be parked in areas other than
designated spaces as shown on the approved development plan.
(e) At no times shall parking extend into required drive aisles.
(f) Goods, trailers, campers, or unlicensed vehicles shall not be
stored in designated parking areas.
(g) Bike parking shall be maintained at all times in a clean, safe
and functional condition.
(5) Reporting. For the first two (2) years following the implementation of
a Mobility Management Plan, a report shall be submitted to the Community
Development Department, within thirty (30) days of the date of the
anniversary of the first-issued certificate of occupancy for the development,
including the following information:
(a) Number of occupied units and number of residents per unit.
(b) Usage of mobility services;
(c) Results of survey of residents concerning parking;
(d) Reports of any code enforcement complaints; and
(e) A parking utilization study during summer and winter.
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(6) Enforcement. Failure to comply with a Mobility Management Plan
shall be considered a zoning violation under § 12-3-9 of this Title.
(7) Amendment Procedures.
(a) Amendments to an approved Mobility Management Plan shall be
reviewed by the Planning and Environmental Commission Meeting at a public
hearing in accordance with 12-3-6.
§ 12-6L-14: LOCATION OF BUSINESS ACTIVITY:
(1) Limitation. All conditional uses shall be operated and conducted
entirely within a building, except for permitted loading areas and such
activities as specifically authorized to be unenclosed by a conditional use
permit, and the outdoor display of goods.
(2) Outdoor display areas. The area to be used for outdoor display shall
be located directly in front of the establishment displaying the goods and
entirely upon the establishment s own property. Sidewalks, building
entrances and exits, driveways and streets shall not be obstructed by
outdoor display.
Section 3. Section 14-6-7 of the Vail Town Code is hereby repealed in its
entirety and reenacted as follows:
§ 14-6-7: RETAINING WALLS.
(A) Review. All retaining walls shall be reviewed by the Design Review
Board to determine compatibility with the existing topography of and the
materials in use.
(B) Height.
(1) Retaining walls shall not exceed an exposed face height of six
(6) feet, except in the H or H-2 Districts, where retaining walls shall not
exceed an exposed face height of fifteen (15) feet.
(2) In a front setback, retaining walls shall not exceed an exposed
face height of three (3) feet, unless related to access to or development of
a structure on slopes in excess of thirty percent (30%).
(3) Retaining walls associated with a street located in a public
right-of-way, or access to an underground covered parking structure are
exempt from these height limits.
(4) All retaining walls over four (4) feet in height, measured from
the bottom of a footing to the top of wall as per the adopted Building Code,
shall be engineered and stamped by a licensed Colorado professional
engineer, and shall include engineered stamped plans, profiles, sections,
details and engineering analyses and calculations.
(5) All retaining walls in a public right-of-way over three (3) feet in
height, measured from the bottom of a footing to the top of wall as per the
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adopted Building Code, shall be engineered and stamped by a licensed
Colorado professional engineer, and shall include engineered stamped
plans, profiles, sections, details and engineering analyses and calculations.
(6) The height limit for retaining walls is based on the exposed
height of either a single or combined height of combination walls. If the
batter (slope of the face of the wall) is greater than one to one (1:1), the wall
shall be engineered and stamped by a licensed Colorado professional
engineer, and shall include engineered stamped plans, profiles, sections,
details and engineering analyses and calculations.
(C) Landscaping. To avoid excessive vertical expanses of retaining
walls and to provide visual relief in areas highly visible to the public, the
Design Review Board may require landscaping in front of walls and
landscape benches between walls.
(D) Location. Retaining walls shall be located at least two (2) feet from
adjacent private property boundaries and at least ten (10) feet from the edge
of a public street unless otherwise approved by the Design Review Board.
(E) Combination retaining walls. A retaining wall is considered a
combination wall if the upper wall falls within a prism defined as starting one
(1) foot behind the face of the lower wall at the lowest finished grade line
and then back at a one and one-half to one (1.5:1) angle from the starting
point. The minimum bench of combination retaining walls shall be four (4)
feet. All combination retaining walls shall be engineered and stamped by a
licensed Colorado professional engineer, and shall include engineered
stamped plans, profiles, sections, details and engineering analyses and
calculations.
Section 4. Section 14-10-9(E) of the Vail Town Code is hereby amended as
follows:
§ 14-10-9 FENCES, HEDGES, WALLS AND SCREENING.
* * *
(E) Height limitations. Fences, hedges, walls and landscaping screens
shall not exceed three (3) feet in height within any required front setback
area and shall not exceed six (6) feet in height in any other portion of the
site, except in the Housing (H) District and Housing Two (H-2) District,
where retaining walls shall not exceed an exposed face height of fifteen (15)
feet. provided that higher Higher fences, hedges, walls or landscaping
screens may be authorized by the Administrator when necessary to screen
public utility equipment. No barbed wire or electrically charged fence shall
be erected or maintained.
Section 5. 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 Town Council hereby declares it would
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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 6. The Town 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 7. 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 8. 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 19th day of December,
2023, and a public hearing for second reading of this Ordinance set for the 2nd day
of January, 2024, in the Council Chambers of the Vail Municipal Building, Vail,
Colorado.
READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED
this 2nd day of January, 2024.
_____________________________
Travis Coggin, Mayor
ATTEST:
____________________________
Stephanie Bibbens, Town Clerk
_____________________________
Travis Coggin, Mayor
ATTEST:
____________________________
Stephanie Bibbens, Town Clerk
125
TO: Planning and Environmental Commission
FROM: Community Development Department
DATE: December 11, 2023
SUBJECT: A request for the review of a Prescribed Regulation Amendment pursuant to
Section 12-3-7 Amendment, Vail Town Code, to amend Section 12-6I Housing
(H) District, to change the development review process and standards, and
amend Chapter 12-6 Residential District, to add Housing 2 (H-2) District. To also
amend Section 14-6-7 Retaining Walls and 14-10-9 Fences, Hedges, Walls and
Screening to increase the maximum height of retaining walls within the Housing
zone districts (PEC23-0026)
Applicant: Town of Vail and Vail Local Housing Authority, represented by
Dominic Mauriello of Mauriello Planning Group
Planner: Greg Roy
I. SUMMARY
The applicant, Town of Vail and Vail Local Housing Authority, represented by Dominic
Mauriello of Mauriello Planning Group, is proposing to amend Section 12-6, 14-6-7, and
14-10-9. This update is recommended by the Vail Local Housing Authority and is intended
to provide basic standards in the Housing zone district that allow for a streamlined
process. The amendment will update the Housing Zone District standards and the review
process for projects located within the district. It will also create an additional Housing
zone district, Housing Two, with the same standards except for a lower height limit. The
sections in Title 14 are proposed to be amended to allow retaining wall height in the
Housing district to extend up to fifteen feet in height.
II. DESCRIPTION OF REQUEST
The applicant, Town of Vail and Vail Local Housing Authority, represented by Dominic
Mauriello of Mauriello Planning Group, is requesting that the Planning and Environmental
Commission forward a recommendation of approval to the Vail Town Council for
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amendments to Section 12-6I Housing (H) District, to change the development review
process and standards, add the Housing Two (H-2) district, and permit heights of
retaining walls in these district to extend up to fifteen feet tall.
III. BACKGROUND
The Housing (H) District was created with Ordinance No. 3, Series of 2001. It was later
amended that same year with Ordinance No. 19, Series of 2001, which included
grammatical corrections and references to other sections of Town Code. With Ordinance
No. 29, Series of 2005, additional grammatical corrections were made as well as changes
to permitted and accessory uses. Bicycle and Pedestrian paths were added to the
permitted uses and Child Daycare Facilities were added as an accessory use.
Resolution No. 30, Series of 2018 adopted the Vail Housing Policy Statements. These
policies encourage the development of housing in the Town of Vail . In accordance with
those statements, the Vail Local Housing Authority (VLHA), Town staff, and Mauriello
Planning Group have worked on a code amendment for the Housing (H) Zone District in
an effort to encourage more private development in the Town. This is proposed by
amending the district’s open standards that are set by the PEC and providing a set of
standards that would produce an orderly development in any lot zoned Housing.
The Planning and Environmental Commission reviewed a similar proposal in September,
where a recommendation of approval was forwarded to Town Council. Town Council
considered the code amendment in the form of Ordinance No. 23, Series of 2023 but a
motion to approve on first reading failed with a vote of 3-3. There was no follow-up motion
on the item and did not move forward. Revisions have been made to the proposal based
on input received and is returning to the PEC for review. Below is a summary of the
changes made to the language in the Housing (H) district since the previous meeting:
• Site coverage shall not exceed fifty-five percent (55%) of the total site area.
If at least seventy-five percent (75%) of the required parking spaces are
enclosed, site coverage may be increased to seventysixty-five percent
(765%).
• For a flat roof or mansard roof, the height of buildings shall not exceed
seventy (70) feet. For a sloping roof, the height of buildings shall not exceed
eighty-fivetwo and a half (8582.5) feet.
The proposal includes the addition of the Housing Two (H-2) District. This is a district
that will be the same as the Housing (H) District with the exception of the maximum
height. While the H District has a proposed maximum height of 70 feet for a flat roof
and 82.5 feet for a sloping roof, the H-2 district has a maximum height of 35 feet for
a flat roof and 43 feet for a sloping roof. The purpose of the H-2 district would be to
allow the development of housing in areas where reduced heights would be more
appropriate.
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IV. PROPOSED TEXT AMENDMENT LANGUAGE
Please see Attachment A for the proposed language for Section 12-6I, 12-6L, 14-6-7, and
14-10-9 Vail Town Code. Below are the changes to the Housing (H) District. These are
included in the staff report to show the changes from the current code language to the
proposed. The bold lettering represents the added proposed language and the red
strikethrough represents removed language.
Proposed language:
ARTICLE 6I: HOUSING (H) DISTRICT
PURPOSE.
The Housing District is intended to provide adequate sites for employee housing which,
because of the nature and characteristics of employee housing, cannot be adequately
regulated by the development standards prescribed for other residential zone districts. It
is necessary in this zone district to provide development standards specifically
prescribed for each development proposal or project to achieve the purposes prescribed
in § 12-1-2 of this title and to provide for the public welfare. Certain nonresidential uses
are allowed as conditional uses, which are intended to be incidental and secondary to
the residential uses of the district. This zone district allows flexibility to provide for
the critical need for housing to serve local citizens and businesses, and to
provide for the public welfare. The Housing District is intended to ensure that
employee housing permitted in the zone district is appropriately located and designed to
meet the needs of residents of Vailthe Town, to harmonize with surrounding uses, and
to ensure adequate light, air, open spaces and other amenities appropriate to the
allowed types of uses.
PERMITTED USES.
The following uses shall be permitted in the H District:
(A1) Bicycle and pedestrian paths;
(B2) Communications antennas and appurtenant equipment;
(C3) Employee housing units, as further regulated by Chapter 13 of this title;
(4) Passive outdoor recreation areas, and open space;
(5) Public buildings, grounds and facilities;
(6) Public parks and recreational facilities; and
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(7) Public utilities installations including transmission lines and
appurtenant equipment.
CONDITIONAL USES.
The following conditional uses shall be permitted in the H District, subject to issuance
of a conditional use permit in accordance with the provisions of Chapter 16 of this title:
(1) Public and Private schools; and
(A2) Commercial uses which are secondary and incidental (as determined by the
Planning and Environmental Commission) to the use of employee housing and
specifically serving the needs of the residents of the development, and developed in
conjunction with employee housing, in which case the following uses may be allowed
subject to a conditional use permit, including the following:
(1a) Automated teller machines (ATMs) exterior to a building;
(2b) Banks and financial institutions;
(3c) Business offices and professional offices, as further regulated by § 12-16-7 of
this title;
(4) Child daycare facilities;
(d) Eating and drinking establishments;
(e) Funiculars and other similar conveyances;
(f) Health clubs;
(g) Personal services, including, but not limited to, laundromats, beauty and barber
shops, tailor shops and similar services; and
(h) Retail stores and establishments.
(B) Dwelling units (not employee housing units) subject to the following criteria to be
evaluated by the Planning and Environmental Commission:
(1) Dwelling units are created solely for the purpose of subsidizing employee
housing on the property;
(2) Dwelling units are not the primary use of the property. The GRFA for dwelling
units shall not exceed 30% of the total GRFA constructed on the property;
(3) Dwelling units are only created in conjunction with employee housing; and
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(4) Dwelling units are compatible with the proposed uses and buildings on the site
and are compatible with buildings and uses on adjacent properties.
(C) Outdoor patios;
(D) Public and private schools;
(E) Public buildings, grounds and facilities;
(F) Public parks and recreational facilities; and
(G) Public utilities installations including transmission lines and appurtenant
equipment.
ACCESSORY USES.
The following accessory uses shall be permitted in the H District:
(A1) Home occupations, subject to issuance of a home occupation permit in
accordance with the provisions of § 12-14-12 of this title;
(B) Minor arcades;
(2) Child daycare facilities;
(3) Private greenhouses, toolsheds, playhouses, attached garages or carports,
swimming pools or recreation facilities customarily incidental to permitted residential
uses; and
(4) Dwelling units other than employee housing units, if:
(a) Such dwelling units are created solely for the purpose of subsidizing
employee housing on the property;
(b) Such dwelling units are not the primary use of the property.
(c) The GRFA for such dwelling units does not exceed thirty percent (30%) of
the total GRFA constructed on the property;
(d) Such dwelling units are only created in conjunction with employee
housing; and
(e) Such dwelling units are compatible with the proposed uses and buildings
on the site and are compatible with buildings and uses on adjacent properties.
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(5) Other uses customarily incidental and accessory to permitted or conditional uses,
and necessary for the operation thereof.
SETBACKS.
(A) The setbacks in this district shall be 20 feet from the perimeter of the zone
district. The minimum front setback shall be twenty (20) feet, the minimum side
setback shall be fifteen (15) feet and minimum rear setback shall be fifteen (15)
feet.
(B) At the discretion of the Planning and Environmental Commission, variations to
the setback standards may be approved during the review of a design review
application subject to the applicant demonstrating compliance with the following criteria:
(1) Proposed building setbacks provide necessary separation between buildings
and riparian areas, geologically sensitive areas and other environmentally sensitive
areas;
(2) Proposed building setbacks will provide adequate availability of light, air and
open space;
(3) Proposed building setbacks will provide a compatible relationship with buildings
and uses on adjacent properties; and
(4) Proposed building setbacks will result in creative design solutions or other
public benefits that could not otherwise be achieved by conformance with prescribed
setback standards.
(C) Variations to the 20-foot setback shall not be allowed on property lines adjacent
to HR, SFR, R, PS and RC zoned properties, unless a variance is approved by the
Planning and Environmental Commission pursuant to Chapter 17 of this title.
SITE COVERAGE.
Site coverage shall not exceed fifty-five percent (55%) of the total site area. At the
discretion of the Planning and Environmental Commission, site coverage may be
increased If at least seventy-five percent (75%) of the required parking spaces are
underground or enclosed, thus reducing the impacts of surface paving provided within a
development, site coverage may be increased to sixty-five percent (65%). and that
the minimum landscape area requirement is met.
LANDSCAPING AND SITE DEVELOPMENT.
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At least 30twenty-five percent (25%) of the total site area shall be landscaped. The
minimum width and length of any area qualifying as landscaping shall be 15 feet with a
minimum area not less than 300 square feet.
LOT AREA.
The minimum lot or site area shall be ten thousand (10,000) square feet.
HEIGHT.
For a flat roof or mansard roof, the height of buildings shall not exceed 70 feet.
For a sloping roof, the height of buildings shall not exceed eighty two and a half
(82.5) feet.
DENSITY.
There is no limitation on the number of dwelling units per acre.
GROSS RESIDENTIAL FLOOR AREA (GRFA).
There is no limitation on the amount of gross residential floor area.
PARKING.
Parking shall be provided at a rate of one and five hundredths (1.05) parking
space per dwelling unit. Applications shall include: number and layout of parking
spaces being provided onsite; details of any offsite parking being provided;
details of bicycle parking provided onsite; and provisions for guest parking and
assigned parking spaces.
MOBILITY.
(1)Mobility for residences shall be provided in accordance with General.
Developments providing less than the prescribed number of parking spaces
shall require a Mobility Management Plan approved by the Planning and
Environmental Commission.
(A2) Mobility Management Plan. A Mobility Management Plan, prepared by the
applicant, shall describe how the mobility needs of the residents will be met. This plan
shall include:
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(1a) Layout of proposed covered and uncovered parking including applicable
dimensions, provisions for stacked parking and compact spaces, if proposed;
(2b) Information on how proposed parking spaces will be allocated to units and if
this allocation is on the form of a deed restriction;
(3c) A professionally produced parking study, unless a determination is made by
the Administrator that such study is unnecessary due to the scale and character of the
proposal;
(4d) Existence of any bike or vehicle share/shuttle program;
(5e) Provide covered/protected/secured bike parking/storage;
(6f) Provisions for guest parking/ management;
(7g) Seasonal variations in parking management plan; and
(8h) Provisions for off-site vehicle storage which may be located at any distance
from the site.
(B3) Review criteria. To be approved, Aa Mobility Management Plan shall be
reviewed based on the following criteria:
(1a) Provide Aadequate off-street parking is demonstrated for the quantity of
proposed beds in relation to the proximity of the development to core services and
public transit, based on:
(a1) Hierarchy of bus routes (aka regional vs local);
(b2) Proximity to job centers; and
(c3) Proximity to commercial area.
(2b) Provide Aadequate off-street parking is demonstrated in consideration of
other provided mobility options including vehicle share/shuttle programs; and
(3) Evaluations of proposed Mobility Management Plans shall utilize the parking
requirements found in § 12-10, Off-Street Parking and Loading, when considering
appropriate minimum off-street parking.
(C4) Performance standards. After implementation of a Mobility Management Plan,
the following performance standards shall be maintained.
(1a) At no times shall Ppersonal vehicles shall not be parked in areas designated
for fire service or within a dedicated emergency access easement.
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(2b) At no times shall Ppersonal vehicles shall not be parked on adjacent
properties unless permission has been obtained in writing and provided to and
approved by the Ttown.
(3c) At no times shall Ppersonal vehicles shall not be parked in the public right-
of-wayROW.
(4d) At no times shall Ppersonal vehicles shall not be parked in areas other than
designated spaces as shown on the approved development site plan.
(5e) At no times shall parking extend into required drive aisles.
(6f) A no times shall storage of gGoods, trailers, campers, or unlicensed vehicles
shall not be stored in designated parking areas.
(7g) Bike parking, as shown on the approved development plan, shall be
maintained at all times in a clean, safe and functional condition.
(D5) Reporting requirement.
(1) For the first five two (2) years following the implementation of a Mobility
Management Plan, the managing officer shall submit a report shall be submitted to the
Community Development Department. This report shall be received within thirty (30)
days of the date of the anniversary of the first-issued certificate of occupancy for the
development including.
(2) The report shall include the following information:
(a) Occupancy;
1. (a) Number of Ooccupied units; and
2. Nnumber of residents per unit.
(b) Usage of mobility services;
(c) Results of survey of residents concerning parking;
(d) Reports code enforcement/ fire/parking complaints; and
(e) Parking utilization study during peak periods (summer and winter).
(E6) Enforcement. policy.
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(1) If the Mobility Management Plan reporting shows violations of the performance
standards, the plan shall be remanded to the Planning and Environmental Commission
reviewed by the Town Council for review of the report. The applicant shall prepare a
resolution to the violations and an alteration/addendum to the plan to maintain future
compliance. This alteration/addendum shall be approved by the Planning and
Environmental Commission.
(2) If at any time, there is credible evidence that the Mobility Management Plan is
not meeting any of the established performance standards, as determined by town staff,
the applicant shall be notified in writing and given 30 days to cure the violation. Failure
to do so shall result in the Mobility Management Plan being remanded to the Planning
and Environmental Commission for further review.
(3) Nothing above in subsections (E)(1) and (E)(2) shall preclude the enforcement
of parking infractions as municipal code violations.
Failure to comply with a Mobility Management Plan shall be
considered a zoning violation under § 12-3-9 of this Title.
(7) Amendment Procedures.
(a) Amendments to an approved Mobility Management Plan shall be
reviewed by the Planning and Environmental Commission Meeting at a
public hearing in accordance with 12-3-6.
LOCATION OF BUSINESS ACTIVITY.
(A1) Limitation; exception. All conditional uses in § 12-6I-3 of this article shall be
operated and conducted entirely within a building, except for permitted loading areas
and such activities as may be specifically authorized to be unenclosed by a conditional
use permit and the outdoor display of goods.
(B2) Outdoor display areas. The area to be used for outdoor display must be located
directly in front of the establishment displaying the goods and entirely upon the
establishment’s own property. Sidewalks, building entrances and exits, driveways and
streets shall not be obstructed by outdoor display.
OTHER DEVELOPMENT STANDARDS; PRESCRIBED BY PLANNING AND
ENVIRONMENTAL COMMISSION.
In the H District, development standards in each of the following categories shall be
as proposed by the applicant, as prescribed by the Planning and Environmental
Commission, and as adopted on the approved development plan:
(A) Lot area and site dimensions;
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(B) Building height; and
(C) Density control (including gross residential floor area).
DEVELOPMENT PLAN REQUIRED.
(A) Compatibility with intent. To ensure the unified development, the protection of the
natural environment, the compatibility with the surrounding area and to assure that
development in the Housing District will meet the intent of the zone district, an approved
development plan shall be required.
(B) Plan process and procedures. The proposed development plan shall be in
accordance with § 12-6I-12 of this article and shall be submitted by the developer to the
Administrator, who shall refer it to the Planning and Environmental Commission, which
shall consider the plan at a regularly scheduled meeting.
(C) Hearing. The public hearing before the Planning and Environmental Commission
shall be held in accordance with § 12-3-6 of this title. The Planning and Environmental
Commission may approve the application as submitted, approve the application with
conditions or modifications, or deny the application. The decision of the Planning and
Environmental Commission may be appealed to the Town Council in accordance with §
12-3-3 of this title.
(D) Plan as guide. The approved development plan shall be used as the principal
guide for all development within the Housing District.
(E) Amendment process. Amendments to the approved development plan will be
considered in accordance with the provisions of § 12-9A-10 of this title.
(F) Design Review Board approval required. The development plan and any
subsequent amendments thereto shall require the approval of the Design Review Board
in accordance with the applicable provisions of Chapter 11 of this title prior to the
commencement of site preparation.
DEVELOPMENT PLAN CONTENTS.
The Administrator shall establish the submittal requirements for a development plan
application. A complete list of the submittal requirements shall be maintained by the
Administrator and filed in the Department of Community Development. Certain submittal
requirements may be waived and/or modified by the Administrator and/or the reviewing
body if it is demonstrated by the applicant that the information and materials required
are not relevant to the proposed development or applicable to the planning documents
that comprise the Vail Comprehensive Plan. The Administrator and/or the reviewing
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body may require the submission of additional plans, drawings, specifications, samples
and other materials if deemed necessary to properly evaluate the proposal.
DEVELOPMENT STANDARDS/CRITERIA FOR EVALUATION.
The following criteria shall be used as the principal means for evaluating a proposed
development plan. It shall be the burden of the applicant to demonstrate that the
proposed development plan complies with all applicable design criteria:
(A) Building design with respect to architecture, character, scale, massing and
orientation is compatible with the site, adjacent properties and the surrounding
neighborhood;
(B) Buildings, improvements, uses and activities are designed and located to
produce a functional development plan responsive to the site, the surrounding
neighborhood and uses, and the community as a whole;
(C) Open space and landscaping are both functional and aesthetic, are designed to
preserve and enhance the natural features of the site, maximize opportunities for
access and use by the public, provide adequate buffering between the proposed uses
and surrounding properties, and, when possible, are integrated with existing open space
and recreation areas;
(D) A pedestrian and vehicular circulation system is designed to provide safe,
efficient and aesthetically pleasing circulation to the site and throughout the
development;
(E) Environmental impacts resulting from the proposal have been identified in the
project’s environmental impact report, if not waived, and all necessary mitigating
measures are implemented as a part of the proposed development plan; and
(F) Compliance with the Vail Comprehensive Plan and other applicable plans.
V. ROLES OF REVIEWING BODIES
Order of Review:
Generally, text amendment applications will be reviewed by the Planning and
Environmental Commission and the Commission will forward a recommendation to the
Town Council. The Town Council will then review the text amendment application and
make the final decision.
Planning and Environmental Commission:
The Planning and Environmental Commission is responsible for the review of a text
amendment application, pursuant to Section 12 -3-7, Amendment, Vail Town Code, and
forwarding a recommendation to the Town Council.
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Design Review Board:
The Design Review Board (DRB) has no review authority over a text amendment to the
Vail Town Code.
Town Council:
The Town Council is responsible for final approval, approval with modifications, or denial
of a text amendment application, pursuant to Section 12 -3-7, Amendment, Vail Town
Code.
Staff:
The Town Staff facilitates the application review process. Staff reviews the submitted
application materials for completeness and general compliance with the appropriate
requirements of the Town Code. Staff also provides the Planning and Environmental
Commission a memorandum containing a description and background of the application;
an evaluation of the application regarding the criteria and findings outlined by the Town
Code; and a recommendation of approval, approval with modifications, or denial.
VI. APPLICABLE PLANNING DOCUMENTS
Staff believes that the following provisions of the Vail Town Code and Vail Land Use Plan
are relevant to the review of this proposal:
Title 12, Zoning Regulations, Vail Town Code
CHAPTER 12-1, TITLE, PURPOSE AND APPLICABILITY (in part)
Section 12-1-2: Purpose:
A. General: These regulations are enacted for the purpose of promoting the health,
safety, morals, and general welfare of the Town, and to promote the coordinated and
harmonious development of the Town in a manner that will conserve and enhance its
natural environment and its established character as a resort and residential community
of high quality.
B. Specific: These regulations are intended to achieve the following more specific
purposes:
1. To provide for adequate light, air, sanitation, drainage, and public facilities.
2. To secure safety from fire, panic, flood, avalanche, accumulation of snow, and other
dangerous conditions.
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3. To promote safe and efficient pedestrian and vehicular traffic circulation and to lessen
congestion in the streets.
4. To promote adequate and appropriately located off -street parking and loading facilities.
5. To conserve and maintain established community qualities and economic values.
6. To encourage a harmonious, convenient, workable relationship among land uses,
consistent with Municipal development objectives.
7. To prevent excessive population densities and overcrowding of the land with
structures.
8. To safeguard and enhance the appearance of the Town.
9. To conserve and protect wildlife, streams, woods, hillsides, and other desirable natural
features.
10. To assure adequate open space, recreation opportunities, and other amenities and
facilities conducive to desired living quarters.
11. To otherwise provide for the growth of an orderly and viable community.
VAIL TOWN COUNCIL ACTION PLAN 2018-2020
Our Mission - Grow a vibrant, diverse economy and community and preserve our
surrounding natural environment, providing our citizens and guests with exceptional
services and an abundance of premier recreational, cultural and educational
opportunities.
Community - Engage our community in honoring social, recreational, cultural, and
educational values that will guide sustainable strategies throughout our neighborhoods
as the foundation of our town’s continued success. Ensure that our citizens are afforded
the opportunity to live and thrive in our community.
• Housing as necessary infrastructure to our community
Economy - Preserve our vibrant and diverse economy that keeps Vail at the forefront of
our resort competitors.
• Update long range strategic plans to enhance competitiveness of the Town of Vail
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Experience - Deliver on the promise, “Vail. Like nothing on earth” that also supports
“preserving our natural environment”.
• Excellent municipal services
• Convenient, efficient, and safe parking and transportation venues
Sustainability - Balance our economic, environmental, and social needs to deliver a
sustainable community.
• Strategic implementation of environmental programs
• Excellent stewardship by monitoring and maintaining our natural environment
• Climate action to achieve reduction of greenhouse gas emissions
• Reduce the environmental impact of transportation
• Explore and encourage sustainable building practices
VAIL HOUSING 2027
Goal: The Town of Vail will acquire 1,000 additional resident housing unit deed
restrictions by the year 2027.
These new deed restrictions will be acquired for both existing homes as well as for
homes that are newly constructed by both the Town of Vail and private sector
developers.
Vision: An Eye on the Future - We envision Vail as a diverse, resilient, inclusive,
vibrant and sustainable mountain resort community where year-round residents are
afforded the opportunity to live and thrive. We take a holistic approach to maintaining
community, with continuous improvement to our social, environmental, and economic
well being. We create housing solutions by recognizing and capitalizing on our unique
position as North America’s premier international mountain resort community in order
to provide the highest quality of service to our guests, attract citizens of excellence and
foster their ability to live, work, and play in Vail throughout their lives.
Our strategic solutions and actions result in the retention of existing homes, creation of
new and diverse housing infrastructure, and collaboration with community partners. For
Vail, no problem is insurmountable. With a consistent, community-driven purpose and
an entrepreneurial spirit, Vail will lead the industry in innovative housing solutions for
the 21st century. The Town is well positioned financially to undertake this significant
challenge.
Mission: Maintaining and Sustaining Community - We create, provide, and retain high
quality, affordable, and diverse housing opportunities for Vail residents to support a
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sustainable year round economy and build a vibrant, inclusive and resilient community.
We do this through acquiring deed restrictions on homes so that our residents have a
place to live in Vail
Policy Statement: Resident Housing as Infrastructure - We acknowledge that the
acquisition of deed restrictions on homes for Vail residents is critical to maintaining
community. Therefore, we ensure an adequate supply and availability of homes for
residents and recognize housing as infrastructure in the Town of Vail; a community
support system not unlike roads, bridges, water and sewer systems, fire, police, and
other services of the municipal government.
VAIL 2020 STRATEGIC ACTION PLAN
Land Use and Development
Goal #1 Actions/Strategies: Make amendments to the Vail Town Code to reflect
planning document updates, including the Sign Regulations, Zoning Regulations and
Development Standards Handbook.
Goal #3: Ensure fairness and consistency in the development review process.
Actions/Strategies
• Provide transparency of the review process by improving communications.
• Embrace policies and practices that ensure honest governmental interaction.
• Define ways in which to improve communication with the public.
• Review and improve policies regarding notification of design review applications.
• Provide adequate training for members of the town’s boards, commissions and
committees regarding goals and purposes for regulation.
• Develop a streamlined design review process and include in regulation updates.
Goal #4: Provide for enough deed-restricted housing for at least 30 percent of the
workforce through policies, regulations and publicly initiated development.
Actions/Strategies
• Update housing regulations to include more zone districts that are required to provide
employee housing.
• Redevelop Timber Ridge to increase number of employee beds.
• Use employee housing fund for buy-downs and other programs that will increase the
number of employees living within the town.
• Address the zoning regulations to provide more incentives for developers to build
employee housing units.
Town Council Priorities
#4: Review and analyze Title 12 Zoning, the Official Zoning Map, Title 14 Development
Standards, and other pertinent land use policy language including the Town of Vail
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Comprehensive Plan. Bring forward recommendations for amendments to help foster
the creation of affordable housing and improved efficiency of the development review
process.
VII. CRITERIA FOR REVIEW
1. The extent to which the text amendment furthers the general and specific
purposes of the zoning regulations; and
The proposed amendment provides defined standards for the Housing district where
currently those standards are not set. Having these set standards will give more surety as
to the form of future developments within this district. The new standards are set to
provide adequate light and air between developments and have incorporated the
proposals and developments that have been approved in this district in the past.
The Housing Two district provides a similar framework for lots that may not be
appropriate for the height allowed in the Housing district, where a reduced height would
be more suitable based on adjacent properties.
Staff finds that this criterion is met.
2. The extent to which the text amendment would better implement and better
achieve the applicable elements of the adopted goals, objectives, and policies
outlined in the Vail comprehensive plan and is compatible with the development
objectives of the town; and
The policies this proposal would be forwarding are listed above in section lV. Another
policy to note is from Resolution No. 30, Series of 2018:
“#3 Private Sector Importance – We foster a proactive and solutions-oriented environment
that promotes private sector investments to create deed -restricted homes.
#5 Breakdown Barriers – We align our land use regulations, building and energy
conservation codes to achieve our vision and housing goal, and development applications
are thoroughly, timely and efficiently reviewed . . . “
The VLHA’s research has determined that providing a defined set of standards is a good
way to encourage more private sector development of housing. This proposal aims to
take those standards that are currently determined by the PEC and make them set
standards in the code. Currently each housing development proposes standards for
building height, lot area, and density with no surety that the proposal will be acceptable to
the Commission. With this change there will be standards that projects can base their
designs upon knowing what is required in the Town Code.
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This proposal is also in line with the Strategic 2020 plan’s goal to “Develop a streamlined
design review process and include in regulation updates.” By setting these standards and
removing the need for a development plan, applications can proceed directly to the
Design Review Board and not require the added time for additional meetings.
Staff finds that this criterion is met.
3. The text amendment demonstrates how conditions have substantially changed
since the adoption of the subject regulation and how the existing regulation is no
longer appropriate or is inapplicable; and
The text amendment is proposed based on recognition that the current configuration of
the Housing Zone District has not produced the desired results regarding private
development in the district. The intent behind leaving certain standards to the PEC was to
allow a greater flexibility in the district to encourage different types of development and
proposals. The result has been that the code is too ambiguous for developers who might
not take the risk on projects when there is a lack of guidelines on what can or cannot be
approved.
This proposal also considers the result of the current developments that have been
approved under this district and has set the regulations accordingly. The Town has seen
several large developments under these open standards and is able to incorporate that
information into the crafting of these regulations.
Staff finds that this criterion is met.
4. The extent to which the text amendment provides a harmonious, convenient,
workable relationship among land use regulations consistent with municipal
development objectives; and
This text amendment is proposed to be similar to other low to high density residential
zone districts where standards are set to be followed and reviewed at the Design Review
Board level. The Housing District as it is set today is unique in the fact that it is so flexible.
The standards proposed with this application are done so to provide a harmonious,
convenient, and workable relationship among land uses in town. They will provide a clear
basis for what can be built on Housing sites moving forward. The addition of the Housing
Two district is proposed to provide a housing district option that is harmonious and
workable in areas of town with lower density.
Staff finds that this criterion is met.
5. Such other factors and criteria the Planning and Environmental Commission
and/or council deem applicable to the proposed text amendments
143
Town of Vail Page 19
VIII. STAFF RECOMMENDATION
The Community Development Department recommends that the Planning and
Environmental Commission forward a recommendation of approval for the prescribed
regulation amendment to the Vail Town Council. This recommendation is based upon
the review of the criteria outlined in Section VII of this memorandum and the evidence
and testimony presented.
Should the Planning and Environmental Commission choose to forward a
recommendation of approval to the Vail Town Council for the proposed prescribed
regulation amendment, the Community Development Department recommends the
Commission pass the following motion:
"The Planning and Environmental Commission forwards a recommendation of approval
to the Vail Town Council for a Prescribed Regulation Amendment pursuant to Section
12-3-7 Amendment, Vail Town Code, to amend Section 12-6I Housing (H) District, to
change the development review process and standards, and amend Chapter 12 -6
Residential District, to add Housing Two (H-2) District. To also amend Section 14-6-7
Retaining Walls and 14-10-9 Fences, Hedges, Walls and Screening to increase the
maximum height of retaining walls within the Housing zone districts (PEC23-0026)”
Should the Planning and Environmental Commission choose to forward a
recommendation of approval to the Vail Town Council for the proposed prescribed
regulation amendment, the Community Development Department recommends the
Commission makes the following findings:
“Based upon a review of Section VII of the December 11, 2023, staff memorandum to
the Planning and Environmental Commission, and the evidence and testimony
presented, the Planning and Environmental Commission finds:
1. That the amendment is consistent with the applicable elements of the adopted goals,
objectives and policies outlined in the Vail Comprehensive Plan and is compatible with
the development objectives of the Town; and
2. That the amendment furthers the general and specific purposes of the Zoning
Regulations outlined in Section 12-1-2, Purpose, Vail Town Code; and
3. That the amendment promotes the health, safety, morals, and general welfare of the
Town and promotes the coordinated and harmonious development of the Town in a
manner that conserves and enhances its natural environment and its established
character as a resort and residential community of the highest quality."
VIII. ATTACHMENTS
144
Town of Vail Page 20
A. Proposed Code Language 12-7-23
145
Present:Bill Jensen
Robyn Smith
Brad Hagedorn
Scott McBride
John Rediker
Henry Pratt
Bobby Lipnick
1.Virtual Link
Register to attend the Planning and Environmental Commission meeting. Once registered,
you will receive a confirmation email containing information about joining this webinar.
2.Call to Order
3.Swearing In New Members
Stephanie Bibbens, Town Clerk, performs the swearing in of Scott McBride.
4.Election of Officers
Jensen nominates Pratt as vice chairman, Lipnick seconds. Vote passes 7-0.
Hagedorn nominates Smith for Open Space Board of Trustees, Lipnick seconds. Vote passes 7-
0.
5.Main Agenda
Planner: Jamie Leaman-Miller
Applicant Name: Vail 244 Wall St LLC, represented by Designhaus Architecture
5.1
A request for a review of a Minor Exterior Alteration, pursuant to Section 12-7B-7 Exterior
Alterations or Modifications, Vail Town Code, to allow for the expansion of a second-floor
residence and exterior revisions to ground floor units, located at 244 Wall Street, Lot A &
C, Block 5C, Vail Village Filing 1, and setting forth details in regard thereto. (PEC23-0027)
Planner Leaman-Miller gives a presentation on the application. He goes over the location of the site and
the reason for the application and walks the Commission through the plans.
Rediker asks a clarifying question on the deck on the south side.
Leaman-Miller answers that there are existing decks in the area and are proposed to be connected.
Leaman-Miller continues with the presentation and explains how the application meets the development
standards and review criteria. Staff is recommending approval with conditions.
Planning and Environmental Commission Minutes
Monday, December 11, 2023
1:00 PM
Vail Town Council Chambers
PEC23-0027 Staff Memo .pdf
A. Vicinity Map.pdf
B. Applicant Narrative & Documents.pdf
C. PEC23-0027 Plans.pdf
1
Planning and Environmental Commission Meeting Minutes of December 11, 2023 146
A request for the review of a Prescribed Regulation Amendment pursuant to Section 12-3-
7 Amendment, Vail Town Code, to amend Section 12-6I Housing (H) District, to change the
development review process and standards, and amend Chapter 12-6 Residential District,
to add Housing 2 (H-2) District. To also amend Section 14-6-7 Retaining Walls and 14-10-9
Fences, Hedges, Walls and Screening to increase the maximum height of retaining walls
within the Housing zone districts (PEC23-0026)
Smith ask if the 250 ordinance is 12-5-5 or 12-15-5?
Leaman-Miller answers 12-15-5.
Hagedorn asks if this qualifies under the 250 ordinance.
Leaman-Miller confirms it does meet the requirements.
No further questions for staff.
Osman Nalbantoglu (owner of the unit) introduces himself. He goes over his history in town and his
intentions to move into the unit full-time when the remodel is completed.
Peter Stuhlreyer on behalf of DesignHaus describes the application and how the project is primarily
interior but has exterior implications. He walks through some of the plans and explains the proposed
changes. A balcony was enclosed to capture interior living space. This represents an enclosed area that
requires the PEC application.
Hagedorn asks if there is a new encroachment agreement in place yet for the West side of the balcony.
Stuhlreyer says it is in works and fundamentally agreed upon but not completed as of yet.
Rediker asks for public comment.
Jeff Babb, Senior Director of Operations of Vail Resorts, answers the question from Hagedorn that the
easement encroachment in the works. He also represents the HOA and are in favor and approving of the
application.
Peter Knobel, owner of the commercial space below, gives comment. He is fully in favor of the project.
Owner has been very open and agreeable to feedback.
No further comment in the room and no hands raised online for comment.
Rediker reviewed the criteria for the enclosure and believes it meets the design guidelines as set out in
the Urban Design Guidelines. Agrees with staff analysis that the criteria are met.
Smith confirms and agrees with the statements.
Commissioner comments closed.
Bobby Lipnick made a motion to Approve with the conditions and findings on page 7 of the staff
memorandum; Robyn Smith seconded the motion Passed (7 - 0).
5.2
2
Planning and Environmental Commission Meeting Minutes of December 11, 2023 147
Planner: Greg Roy
Applicant Name: Town of Vail and Vail Local Housing Authority, represented by Dominic Mauriello of
Mauriello Planning Group
Planner Roy gives a brief introduction.
Rediker asks about the process. Hagedorn asks about the reservations at the council meetings. Roy
walks through some of the results of the Council meeting.
Dominic Mauriello with Mauriello Planning Group gives a presentation. He touches on existing goals and
policies, proposed amendments to the housing district, goals for updating the Housing (H) zone district,
and changes from the previous recommendation.
Lipnick asks about changes to conditional uses.
Mauriello says accessory uses must be accessory to a housing project, whereas conditional uses must
be approved by the PEC.
Mauriello continues with the proposed changes to the Housing district.
Jensen says he still has concerns about the setbacks.
Mauriello says the setbacks are the same as what was previously recommended.
Jensen asks about the 1.05 number for parking ratio.
Mauriello says that was based on a 5% increase on parking standard. People were somewhat
comfortable with the 1:1 ratio, this is intended to provide an extra appropriate amount of flexibility but not
burden the project with too much parking.
Rediker asks some clarifications about the redline version.
Roy talks about the evolution of the mobility section as existing and proposed.
Hagedorn asks if these are minor changes to take another chance with the new council.
Mauriello says there are some changes. We could also appease some of the concerns from the PEC.
The proposed projects right now comply with what is proposed in the H district.
Pratt asks about the Middle Creek site.
Roy says he will have more information during the update portion of the meeting, but that project is
moving forward.
Jensen says going from 75 to 65% helps him a lot in regard to the scale.
Smith clarifies that accessory uses will be reviewed by staff.
McBride asks about the justification for the changes to the setbacks from existing.
Mauriello says there have been a lot of variance requests with previous proposals for side setbacks, they
also want to give as much potential space on a site.
Roy says the setbacks are from the perimeter of the district, not the lot.
PEC23-0026 Memo 12-11-23.pdf
Attachment A. Proposed Code Language 12-7-23.pdf
3
Planning and Environmental Commission Meeting Minutes of December 11, 2023 148
Rediker asks for public comment. There is none.
Rediker asks for commissioner comment.
Smith supports this proposal as in the past. The minor changes from last time are acceptable. The
problem we’re solving is this environment of contention with undefined standards in the Housing district.
When you get noticed for a Housing district next to you currently you don’t know what the standards are,
it creates stress for the developer and the community. We need defined standards, so we know what
we’re talking about at the zoning level. The standards meet the criteria and concurs with the findings.
Lipnick supports for multiple reasons. We’re defining standards for the district; they are not ambiguous
as previously found. We’re promoting private sector investment to create deed-restricted homes. We’re
breaking down barriers to development – unknowns, timing, predictability. It develops a streamlined,
predictable review process.
Pratt agrees that we need to set some of the entitlement standards. Having gone through a process he
didn’t find it all that difficult, which has been the case for most. However, when you start to push the
envelope, it is the right of the town to review. Some of the standards he has no problem with, but is
steadfastly against 82.5’ in height and 70’ for flat roofs. Should be closer to HDMF as a use by right. 15’
for retaining walls is tall, would be more comfortable with 8’ and review when you go higher. 1 space per
unit is not appropriate parking for 6-bedroom units.
Jensen is in support and values the decrease in site coverage to 65%. His sense is the economics are
still not favorable and the Town will continue to be some kind of partner. At what point do we say that
deed-restricted Housing in this partnership is for employees that work in the Town of Vail, maybe
something for Council to look at.
Hagedorn reiterates support from previous consideration. Agrees with defined standards, without that
you have a more onerous path, this reduces ambiguity. There is not a guaranteed outcome and it
changes dependent upon who is sitting on the board. Anything is helpful that shifts the economics, even
on the margins. Understands the concerns on height, but this is density where we want density. There is
extremely limited H zoned property in the Town of Vail. Any future parcels to be rezoned must come to
the PEC to see if it is suitable. Supports H2 zone district, housing-lite district depending on
circumstances.
McBride sees it as a mixed bag but likes the certainty it provides. Appreciates decrease in site coverage
from previous proposal. Not as sold on ratio for parking, units with more bedrooms can be problematic
with that. Would like to understand more of the reasoning for the 1.05:1 parking ratio. He references
some of the proposed projects underway, appreciates where this proposal promotes private sector to
invest in deed-restricted homes.
Rediker supports more definitive standards; they provide more certainty and are more in line with other
zone districts. Rediker has three concerns still: use by right building height of 82.5’ and 70’; we don’t
know where the H district may be rezoned in the future. There might be more flexibility in where we can
rezone for housing if the height was brought down, there should be some PEC oversight. Would like to
see building height lowered, a variance could be requested for additional height. Appreciates the site
coverage changes, supports 65% site coverage. Start with a more appropriate setback which is 20’, then
someone could seek a variance from there for more. The 1.05 parking ratio is too low – the mobility plan
doesn’t adequately address parking concerns. Triumph management stated that they were having a
difficult time managing parking at Residences at Main Vail with a similar ratio. Generally, criteria #1 is
met. Because of parking, setbacks, height concerns, Criteria 2 and 4 are not being met.
Mauriello states there is still rezoning process – it’s during that process the PEC will determine if the
4
Planning and Environmental Commission Meeting Minutes of December 11, 2023 149
district is appropriate at that time. Most of the previously approved projects have been approved at 1:1
ratio, this has been recurring and approved, let’s add a little bit more to deal with guest parking etc.He
talks about the market forces in relation to parking, influences who will live there.
Rediker asks where else are we reasonably looking where H or H2 could be applied. If you lock in the
use by right at 82.5’ you’re going to get a lot of opposition.
Mauriello says time will tell. There could be future amendments or having a third option.
Pratt asks if a development plan is required for rezoning. Roy says no.
Mauriello say no but you will have a sense of what it could be as far as the zoning standards. The PEC
will still review these as rezoning applications come in.
Jensen asks about theoretical rezoning scenarios. Roy discusses the height difference between H1 and
H2.
Hagedorn says H2 is a more palatable option in some cases, if the height is not enough there a variance
could be requested as well.
Smith asks about council and the variance process. Wonders if we’re relying on the variance process for
approval of everything coming through the housing process. Asks about the difference between H2 and
HDMF.
Pratt talks about the deed-restrictions in the H district.
Mauriello says there may have been a misunderstanding of the rezoning process and what the DRB can
do.
Rediker walks through the criteria for a variance. Concerned about parking and setbacks, also height to
a lesser extent.
Smith and Redeker discuss height considerations and scenarios.
Pratt understands that H2 is more for residential neighborhoods, H1 is more for large scale multi-family.
Hagedorn thinks H2 is appropriate, doesn’t want to create a heavier lift for H2 rezoning. Smith agrees.
Commissioners discuss the code for height calculations in Lionshead.
Smith says H2 is reasonable. H1 is huge, but it is supposed to be. It is rare that we get to create a zone
district in Vail. There are differences of opinions on parking - if we don’t allow for a 1:1 parking ratio we
are telling people that they are required by law, they don’t have the opportunity to make the choice. The
consumer should make that choice and we should have the minimum standard.
Hagedorn asks other commissioners what height would make them comfortable. Rediker says he is in
the 70’s, Pratt is lower than that. Pratt says if you want to go higher come and talk to us. Without a
development plan at rezoning, you have no idea what is going to go there.
Smith says currently we don’t have know what is going to be built.
Pratt says yes but they have to come before the PEC.
Smith speak to the uncertainty in the current setup, zoning standards can change based on the board.
5
Planning and Environmental Commission Meeting Minutes of December 11, 2023 150
Pratt says 20 years ago, if you came in with an 80’ building height you would have been laughed out of
the room. His point is that the PEC should have the ability to monitor anything over a certain height.
Mauriello asks about the current properties in the H district, is the PEC comfortable with an 82’ in those
locations.
Rediker says those were determined on a case-by-case basis. It passed boards and commissions.
Mauriello says today the amendment only applies to the properties with that zoning. If someone comes in
with a new property for rezoning it will be a high burden to show it fits that zoning.
Roy talks about where Housing zoning is currently applied.
Rediker asks if the variance criteria are too onerous for people regarding the height.
Mauriello talks about the history of variance requests in town. He says he’s getting a sense there could
be a third option with a medium height.
Rediker asks about areas where H2 may be appropriate.
Mauriello says there are a variety of areas around town where it could work.
Rediker says in the west Vail commercial area, H1 may be too high but H2 might not be enough.
Mauriello says they may not be applicable because of the commercial uses there.
Roy says it’s likely that area will have its own zone district which is more appropriate. The Housing
district does not allow for the commercial uses suitable for the west Vail commercial area.
Smith say’s we’re not giving anything away – these are options that future boards and councils can look
at that the rezoning phase.
Robyn Smith made a motion to Approve with the findings on page 19 of the staff report; Brad Hagedorn
seconded the motion Passed (4 - 3).
Voting For: Bill Jensen, Bobby Lipnick, Robyn Smith, Brad Hagedorn
Voting Against: Henry Pratt, John Rediker , Scott McBride
6. Approval of Minutes
6.1 PEC Results 11-13-23
PEC Results 11-13-23.pdf
(Lipnick & McBride abstain)
Robyn Smith made a motion to Approve ; Bill Jensen seconded the motion Passed (5 - 0 - 2).
7.Information Update
8.Adjournment
Robyn Smith made a motion to Adjourn ; Henry Pratt seconded the motion Passed (7 -
0).
6
Planning and Environmental Commission Meeting Minutes of December 11, 2023 151
From:gpaxvail@aol.com
To:Council Dist List
Subject:January 2 meeting review of new housing district
Date:Friday, December 29, 2023 1:10:25 PM
Members of the Council,
With regard to the second reading of Ordinance 29, series of 2023, I'm sure you will
see in your packets how much I objected to the proposed allowable height by right in
the H zone district when it was reviewed by the PEC. While I normally would not
write to you all on an item that has been before me in the PEC, this one is beyond
bonkers and warrants another attempt at influencing the outcome. This new
entitlement allows for the absolutely tallest buildings in Vail, by right, and not
subject to review/modification/negotiation by either the PEC, DRB or Council.
Some people say the Lionshead buildings are too tall but at least there, the zoning
requires a much lower average height and stepped facades. None of those are
required in this proposal.
I encourage you to consider reducing the maximum height allowed by right in the H
district while to something more reasonable (match the HDMF district?) and allow
additional height if approved by PEC, DRB and Council. And, if that is not something
you are in agreement with, at least put in some Lionshead type massing controls so
we don't end up with big featureless Soviet blocks prominently dotting our south
facing hillsides and defining the character of Vail as seen from I-70.
Thank you for listening; no need to reply.
Happy New Year,
Henry Pratt
PEC and East Vail resident
152
Contract Number: 24-HTR-ZL-00112/491003372
Page 1 of 47 Version 10/23/19
STATE OF COLORADO SUBAWARD AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number / PO Number
24-HTR-ZL-00112 / 491003372
Subrecipient
TOWN OF VAIL
Agreement Performance Beginning Date
The Effective Date
Initial Agreement Expiration Date
December 31, 2025 Subaward Agreement Amount
Federal Funds
Maximum Amount (100%)
Local Funds
Local Match Amount (0%)
Agreement Total
$179,480.00
$0.00
$179,480.00
Fund Expenditure End Date
December 31, 2025
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 the Consolidated Appropriations Act, the purpose of this Agreement is to use Community
Project Funding/Congressionally Directed Spenfing funds to provide technical assistance for rural
transportation in order to promote econiomic development. 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:
Erin Kelican
Division of Transit and Rail
Colorado Dept. of Transportation
2829 W. Howard Place
Denver, CO 80204
erin.kelican@state.co.us
For Subrecipient:
Chris Southwick
TOWN OF VAIL
75 South Frontage Road
Vail, CO 81657-5096
csouthwick@vailgov.com
DocuSign Envelope ID: AAE46D33-11F5-438E-A5B5-525B0F0AFF92
33153
Contract Number: 24-HTR-ZL-00112/491003372
Page 2 of 47 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:__________________________
Name:_____Russell Forrest_______
Title:______Town Manager_______
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By:_______________________
Name:________________________
Title:__________________________
Date: _________________________
2nd State or Subrecipient Signature if needed
By:___________________________
Name:_____Stephanie Bibbens_____
Title:______Town Clerk___________
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: AAE46D33-11F5-438E-A5B5-525B0F0AFF92
12/15/2023
12/15/2023
Keith Stefanik
Chief Engineer
12/15/2023
N/A
12/15/2023
34154
Contract Number: 24-HTR-ZL-00112/491003372
Page 3 of 47 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
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This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be
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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
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If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at
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DocuSign Envelope ID: AAE46D33-11F5-438E-A5B5-525B0F0AFF92
35155
Contract Number: 24-HTR-ZL-00112/491003372
Page 4 of 47 Version 10/23/19
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
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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 appoint ment 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 debarment
or suspension shall constitute a breach.
D. “Budget” means the budget for the Work described in Exhibit A.
E. “Business Day” means any day 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 terms 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 Recipient. 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 otherwise made
available for payment by the State under this Agreement.
Q. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the
unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or
information resources of the State, which are included as part of the Work, as described in §§24 -37.5-401,
et. seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a
State system or State Records regardless of where such information is located; (ii) unwanted disruption or
denial of service; (iii) the unauthorized use of a State system for the processing or sto rage 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 maiden 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 Information shall not include information or data concerning
individuals that is not deemed confidential but nevertheless belongs to the State, which has been
communicated, furnished, or disclosed by the State to 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 pri or 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 delivery 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 earlier 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 no n-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 Stat e
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 reports to the State no later than 45 calendar
days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term
exercised by the State, containing an evaluation and review of 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 eq uipment, 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 a greed 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 procedures 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 required 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 c ontrol 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 Information,
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 immediately 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, Subreci pient 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, inc luding
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 p ractices, 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 o f 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 confli ct 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 contr actual 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 inj ury, 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 with 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 of 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 otherwi se 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 required to
perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
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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 funds for
that purpose being appropriated, budgeted, and otherwise made available .
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or propert y 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 tangib le 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 the 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 improper 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 perform work under this Agreement and will
confirm the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement, through participation in the E-Verify Program or the State verification
program established pursuant to §8-17.5-102(5)(c), C.R.S., 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* 2022-CDS: Vail_ Electric Bus Chargers
Federal Awarding Agency Federal Transit Administration (FTA)
Federal Regional Contact Cindy Terwilliger
Federal Award Date** To Be Determined
Project End Date December 31, 2025
FAIN** To Be Determined CFDA # 20.526
CFDA Title Bus and Bus Facilities Grants Program
Subrecipient Town of Vail UEID # R17RS3JCQZ68
Contact Name Chris Southwick Vendor # 2000003
Address 75 South Frontage Road
Vail, CO 81657-5096
Phone # (970) 479-2159
Email csouthwick@vailgov.com Indirect Rate N/A
WBS*** 22-CP-0001.VAIL.115 ALI 11.52.20
Total Project Budget $179,480.00
CDSF Funds (at 100% or less) $179,480.00
Local Funds (at 20% or more) $0.00
Total Project Amount Encumbered via this Subaward Agreement $179,480.00
*This is not a research and development grant.
**The Federal Award Date and FAIN are not available at the time of execution of this Subaward Agreement. This
information will be maintained in COTRAMS, CDOT’s transit awards management system, and will be available
upon request.
*** The WBS numbers may be replaced without changing the amount of the grant at CDOT’s discretion.
A. Project Description
Town of Vail shall use 2022 FTA CDSF funds, along with local matching funds, to purchase two (2) Bus Chargers
as more fully described below. The purchase will support the goals of the Statewide Transit Plan.
Town of Vail shall use capital funds to purchase the following Capital Assets:
ALI QTY Fuel Type Description FTA Amount
11.52.20 2 N/A Electric Bus Chargers $179,480
B. Performance Standards
1. Project Milestones
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2. Town of Vail shall use the Capital Asset(s) purchased in its transit operations and shall perform
regularly recurring maintenance with specific performance measures tied to Town of Vail’s
written maintenance plans, including manufacturer’s recommendations and warranty program(s).
Town of Vail will measure whether this project is successful and improves the efficiency,
effectiveness, and safety of transportation.
3. 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 problems will be resolved; and/or
d. Expected impacts and the efforts to recover from delays.
4. Town of Vail must comply and submit all reimbursements and reports associated, including the
assignment of “Colorado Department of Transportation” as the lienholder on the Capital Asset(s),
as a condition of project closeout.
C. Project Budget
1. The Total Project Budget is $179,480.00. CDOT will pay no more than up to the maximum
amount of $179,480.00. CDOT will retain any remaining balance of the federal share of FTA-
CDSF 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 $179,480.00 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, together
with the Federal Funds share, must be enough to ensure payment of the 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. Procurement
Milestone Description Original Estimated
Completion Date
Submit Procurement Concurrence Request (PCR) to CDOT Project Manager for
Approval
10/1/2023
Submit Procurement Authorization (PA) and solicitation docs CDOT Project Manager
for Approval
11/1/2023
Take Delivery of (First) Vehicle/Equipment/Project Property 2/1/2024
Take Delivery of and Accept All Vehicles/Equipment/Project Property 3/1/2024
Submit Reimbursement Request in COTRAMS 5/1/2024
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, 2025.
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Procurement of the Capital Asset(s) will comply with state procurement procedures, the DTR Quick Procurement
Guide, as well as FTA’s requirements and 2 CFR 200.320. In addition to the state requirements outlined below, state
and FTA procedures (where applicable) for purchase of the Capital Asset(s) must be followed and will b e outlined
prior to purchase.
1. The first step in the procurement process will be to obtain an Independent Cost Estimate (ICE).
2. The second step will be to obtain a Procurement Concurrence Request (PCR) approval from the
CDOT Project Manager through COTRAMS.
3. Prior to entering into a purchasing agreement with the selected vendor, Town of Vail shall request
a Purchase Authorization (PA), and submit a vendor quote for the Capital Asset(s) in COTRAMS.
The PA must identify a manufacturer found on the FTA’s certified transit vehicle manufacturer
(TVM) list. Only those TVM’s listed on FTA’s TVM list, or that have submitted a goal
methodology to FTA that has been approved or has not been disapproved, at the time of
solicitation are eligible to bid on FTA funded vehicle procurements.
4. Upon delivery, Town of Vail shall be responsible for having the Capital Asset(s) inspected and
accepted within fifteen (15) calendar days of delivery. If defects prevent acceptance of the
Capital Asset(s), Town of Vail will contact the vendor to resolve any defects and notify CDOT.
5. Town of Vail shall be responsible for reimbursing the selected vendor within forty-five (45)
calendar days after acceptance of the Capital Asset(s).
E. Reimbursement Eligibility
Requests for reimbursement for eligible project costs will be paid to Town of Vail upon submission of a complete
reimbursement packet in COTRAMS for those eligible costs incurred during the Subaward Agreement effective
dates.
Accepted reimbursement packets will include the following completed documents:
Independent Cost Estimate (ICE)
Procurement Concurrence Request (PCR)
Purchase Authorization (PA)
Signed Notice of Acceptance (NA)
Signed Security Agreement (SA)
Application for Title showing “Colorado Department of Transportation” as the lienholder
Invoice
Proof of Payment
Post Delivery Certifications
Town of Vail must submit the final invoice within sixty (60) calendar days of acceptance of the Capital Asset(s),
and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fif teen (15) calendar days of
issuance of the final reimbursement payment.
F. Federal Interest-Service Life
The useful life of rolling stock begins on the date the vehicle is placed in revenue service and continues until it is
removed from revenue service. The minimum useful life in years refers to total time in transit revenue service, not
time spent stockpiled or otherwise unavailable for regular transit use. The minimum useful life in miles refers to
total miles in transit revenue service. Non-revenue miles and periods of extended removal from service do not count
towards useful life. Changes in operating circumstances, including unforeseen difficulty maintaining vehicles,
higher cost of fuel, and changes in local law limiting where vehicles can be operated are not exemptions from
minimum useful life requirements.
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FTA maintains its share of the remaining federal interest upon disposition of federally assisted property before the
end of its useful life or for a value greater than $5,000 after the useful life has been met, according to the provisions
of FTA C 5010.E1 Chapter IV(4)(o)(1).
Minimum useful life is determined by years of service or accumulation of miles, whichever comes first, in
accordance with FTA C. 5010.E1 Chapter IV(4)(f)(2).
Town of Vail shall not dispose or otherwise release the Capital Asset(s) to any other party while there is federal
interest in the Capital Asset(s) without approval from the CDOT Project Manager.
Town of Vail is responsible for making the request to the CDOT Project Manager in a timely manner, providing
appropriate documentation, if indicated, when a lien release is being requested in order to allow CDOT to process
the release of a lien.
CDOT and Town of Vail will work in conjunction with Department of Revenue (DOR) to assure th e lien is released
according to state rules.
G. 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 occ urring 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 transportin g older
adults and individuals with disabilities.
H. Safety Data
Town of Vail and any subrecipients shall maintain and submit, as requested, data related to bus safety. This may
include, but not be limited to, the number of vehicle accidents within certain me asurement parameters set forth by
CDOT, the number and extent of passenger injuries or claims, and the number and extent of employee accidents,
injuries, and incidents.
I. Restrictions on Lobbying
Town of Vail is certifying that it complies with 2 CFR 200.450 by entering into this Subaward Agreement.
J. 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 5010.1.
4. Except as provided in this Subaward Agreement, Town of Vail shall not be reimbursed for any
purchase, issued purchase order, or leased capital equipment prior to the execution of this
Subaward Agreement.
5. 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).
6. Town of Vail must obtain CDOT approval, in writing, if FTA funds are intended to be used for
payment of a lease or for third-party contracts.
7. Town of Vail shall document any loss, damage, or theft of FTA- or state-funded property,
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equipment, or rolling stock in COTRAMS.
8. If receiving FTA 5311 funding, Town of Vail shall advertise 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.
9. If receiving FTA 5311 funding, Town of Vail shall maintain and report annually all information
required by the National Transit Database (NTD) and any other financial, fleet, or service data.
10. If receiving FTA 5311 or 5339 funding, Town of Vail will ensure subcontractors and subrecipients
comply with FTA Drug and Alcohol Regulations.
11. 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.
12. 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 Subrecipie nts”
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 inco rporating 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.”
13. Town of Vail will provide transportation services to persons with disabilities in accordance with
Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.
14. 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.
15. Town of Vail shall ensure that it will comply with the Americans with Disabilities Act, Se ction
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.
16. Town of Vail shall agree to produce and maintain documentation that supports compliance with
the Americans with Disabilities Act to CDOT upon request.
17. Town of Vail shall provide CDOT with an equity analysis if the project involves choosing a site or
location of a facility in accordance with FTA Circular 4702.1B.
18. 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.
19. Town of Vail will adopt a Transit Asset Management Plan that complies with regulations
implementing 49 U.S.C. § 5326(d).
20. 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.
21. Meal delivery must not conflict with providing public transportat ion service or reduce service to
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.
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:_______________________
Name:________________________
Title:__________________________
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 PROVISIONS.
1.1. The Grant 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 Grant, or any attachments
or exhibits incorporated into and made a part of the Grant, the provisions of these Federal
Provisions shall control.
1.2. The State of Colorado is accountable to Treasury for oversight of their subrecipients,
including ensuring their subrecipients comply with federal statutes, Award Terms and
Conditions, Treasury’s Final Rule, and reporting requirements, as applicable.
1.3. Additionally, any subrecipient that issues a subaward to another entity (2nd tier
subrecipient), must hold the 2nd tier subrecipient accountable to these provisions and
adhere to reporting requirements.
1.4. These Federal Provisions are subject to the Award as defined in §2 of these Federal
Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institutions of higher education.
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 Grant setting forth
the terms and conditions of that financial assistance, that a non -Federal Entity
receives or administers.
2.1.2. “Entity” means:
2.1.2.1. a Non-Federal Entity;
2.1.2.2. a foreign public entity;
2.1.2.3. a foreign organization;
2.1.2.4. a non-profit organization;
2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only);
2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only);
2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward
to a non-Federal entity (or 2 CFR 200.1); or
2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only).
2.1.3. “Executive” means an officer, managing partner or any other employee in a
management position.
2.1.4. “Expenditure Category (EC)” means the category of eligible uses as defined by the
US Department of Treasury in “Appendix 1 of the Compliance and Reporting
Guidance, State and Local Fiscal Recovery Funds” report available at
www.treasury.gov.
2.1.5. “Federal Awarding Agency” means a Federal agency providing a Federal Award
to a Recipient as described in 2 CFR 200.1
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2.1.6. “Grant” means the Grant to which these Federal Provisions are attached.
2.1.7. “Grantee” means the party or parties identified as such in the Grant to which these
Federal Provisions are attached.
2.1.8. “Non-Federal Entity means a State, local government, Indian tribe, institution of
higher education, or nonprofit organization that carries out a Federal Award as a
Recipient or a Subrecipient.
2.1.9. “Nonprofit Organization” means any corporation, trust, association, cooperative, or
other organization, not including IHEs, that:
2.1.9.1. Is operated primarily for scientific, educational, service, charitable, or
similar purposes in the public interest;
2.1.9.2. Is not organized primarily for profit; and
2.1.9.3. Uses net proceeds to maintain, improve, or expand the operations of the
organization.
2.1.10. “OMB” means the Executive Office of the President, Office of Management and
Budget.
2.1.11. “Pass-through Entity” means a non-Federal Entity that provides a Subaward to a
Subrecipient to carry out part of a Federal program.
2.1.12. “Prime Recipient” means the Colorado State agency or institution of higher
education identified as the Grantor in the Grant to which these Federal Provisions
are attached.
2.1.13. “Subaward” means an award by a Prime 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 Subaward unless the terms and conditions of the Federal
Award specifically indicate otherwise in accordance with 2 CFR 200.101. 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” or “Subgrantee” means a non-Federal Entity (or a Federal agency
under an Award 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 does not include an individual who is
a beneficiary of a federal program. For SLFRF Grants, a subrecipient
relationship continues to exist for Expenditure Category 6.1 Revenue Replacement.
2.1.15. “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. “Total Compensation” means the cash and
noncash dollar value earned by an Executive during the Prime Recipient’s or
Subrecipient’s preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48
CFR 4.1403(a)) and includes the following:
2.1.15.1. Salary and bonus;
2.1.15.2. Awards of stock, stock options, and stock appreciation rights, using the
dollar amount recognized for financial statement reporting purposes with
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respect to the fiscal year in accordance with the Statement of Financial
Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based
Payments;
2.1.15.3. 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;
2.1.15.4. Change in present value of defined benefit and actuarial pension plans;
2.1.15.5. Above-market earnings on deferred compensation which is not tax-
qualified;
2.1.15.6. 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.
2.1.16. “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.
2.1.17. “Uniform Guidance” means the Office of Management and Budget Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards. The terms and conditions of the Uniform Guidance flow down to Awards
to Subrecipients unless the Uniform Guidance or the terms and conditions of the
Federal Award specifically indicate otherwise.
2.1.18. “Unique Entity ID Number” means the Unique Entity ID established by the
federal government for a Grantee at https://sam.gov/content/home
3. COMPLIANCE.
3.1. Grantee shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto, all provisions of the Uniform Guidance, and all
applicable Federal Laws and regulations required by this Federal Award. 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, at its discretion, may provide written notification to Grantee of such
revisions, but such notice shall not be a condition precedent to the effectiveness of such
revisions.
3.2. Per US Treasury Final Award requirements, grantee programs or services must not
include terms or conditions that undermine efforts to stop COVID-19 or discourage
compliance with recommendations and CDC guidelines.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID SYSTEM (UEI)
REQUIREMENTS.
4.1. SAM. Grantee shall maintain the currency of its information in SAM until the Grantee
submits the final financial report required under the Award or receives final payment,
whichever is later. Grantee shall review and update SAM information at least annually.
4.2. UEI. Grantee shall provide its Unique Entity ID to its Prime Recipient, and shall update
Grantee’s information in SAM.gov at least annually.
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5. TOTAL COMPENSATION.
5.1. Grantee 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 $30,000 or more;
and
5.1.2. In the preceding fiscal year, Grantee received:
5.1.2.1. 80% or more of its annual gross revenues from Federal procurement
Agreements and Subcontractors and/or Federal financial assistance Awards
or Subawards subject to the Transparency Act; and
5.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement
Agreements and Subcontractors and/or Federal financial assistance Awards
or Subawards subject to the Transparency Act; and
5.1.2.3. 5.1.2.3 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. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee
shall report data elements to SAM and to the Prime Recipient as required in this Exhibit.
No direct payment shall be made to Grantee for providing any reports required under
these Federal Provisions and the cost of producing such reports shall be included in the
Grant price. The reporting requirements in this Exhibit are based on guidance from the
OMB, and as such are subject to change at any time by OMB. Any such changes shall
be automatically incorporated into this Grant and shall become part of Grantee’s
obligations under this Grant.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR FEDERAL REPORTING.
7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the
initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent
Award modifications result in a total Award of $30,000 or more, the Award is subject
to the reporting requirements as of the date the Award exceeds $30,000. If the initial
Award is $30,000 or more, but funding is subsequently de-obligated such that the total
award amount falls below $30,000, the Award shall continue to be subject to the
reporting requirements. If the total award is below $30,000 no reporting required; if
more than $30,000 and less than $50,000 then FFATA reporting is required; and,
$50,000 and above SLFRF reporting is required.
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. [INTENTIONALLY DELETED]
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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 applicable
regulations, provided that the procurements conform to applicable Federal law and the
standards identified in the Uniform Guidance, including without limitation, 2 CFR
200.318 through 200.327 thereof.
9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the
extent consistent with law, the non-Federal entity should, to the greatest extent
practicable under a Federal award, provide a preference for the purchase, acquisition,
or use of goods, products, or materials produced in the United States (including but not
limited to iron, aluminum, steel, cement, and other manufactured products). The
requirements of this section must be included in all subawards including all
Agreements and purchase orders for work or products under this award.
9.3. 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.
10. ACCESS TO RECORDS.
10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access to
Subrecipient’s records and financial statements as necessary for Recipient to meet the
requirements of 2 CFR 200.332 (Requirements for pass-through entities), 2 CFR
200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period
of performance), and Subpart F-Audit Requirements of the Uniform Guidance.
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 2 CFR 200.514 (Scope of audit), except when it elects to have
a program-specific audit conducted in accordance with 2 CFR 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 financial 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.
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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 Subpart 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 2 CFR
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 required by Uniform Guidance Subpart
F-Audit Requirements.
12. GRANT PROVISIONS FOR SUBRECIPIENT AGREEMENTS.
12.1. In addition to other provisions required by the Federal Awarding Agency or the Prime
Recipient, Grantees that are Subrecipients shall comply with the following provisions.
Subrecipients shall include all of the following applicable provisions in all
Subcontractors entered into by it pursuant to this Grant.
12.1.1. [Applicable to federally assisted construction Agreements.] Equal Employment
Opportunity. Except as otherwise provided under 41 CFR Part 60, all Agreements
that meet the definition of “federally assisted construction Agreement” 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 11246 Relating
to Equal Employment Opportunity,” and implementing regulations at 41 CFR part
60, Office of Federal Agreement Compliance Programs, Equal Employment
Opportunity, Department of Labor.
12.1.2. [Applicable to on-site employees working on government-funded construction,
alteration and repair projects.] Davis-Bacon Act. Davis-Bacon Act, as amended
(40 U.S.C. 3141-3148).
12.1.3. Rights to Inventions Made Under a grant or agreement. If the Federal Award meets
the definition of “funding agreement” under 37 CFR 401.2 (a) and the Prime
Recipient or Subrecipient wishes to enter into an Agreement 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
agreement,” the Prime Recipient or 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, Agreements
and Cooperative Agreements,” and any implementing regulations issued by the
Federal Awarding Agency.
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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. Agreements and subgrants of amounts in
excess of $150,000 must contain a provision that requires the non-Federal awardees
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 Agreement
award (see 2 CFR 180.220) must not be made to parties listed on the government
wide exclusions in 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 part 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 Agreement, 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.
12.1.7. Never Contract with the Enemy (2 CFR 200.215). Federal awarding agencies and
recipients are subject to the regulations implementing “Never Contract with the
Enemy” in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered
Agreements, grants and cooperative agreements that are expected to exceed
$50,000 within the period of performance, are performed outside the United States
and its territories, and are in support of a contingency operation in which members
of the Armed Forces are actively engaged in hostilities.
12.1.8. Prohibition on certain telecommunications and video surveillance services or
equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending
loan or grant funds on certain telecommunications and video surveillance services
or equipment pursuant to 2 CFR 200.216.
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12.1.9. Title VI of the Civil Rights Act. The Subgrantee, Contractor, Subcontractor,
transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964,
which prohibits recipients of federal financial assistance from excluding from a
program or activity, denying benefits of, or otherwise discriminating against a
person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as
implemented by the Department of Treasury’s Title VI regulations, 31 CFR Part
22, which are herein incorporated by reference and made a part of this Agreement
(or agreement). Title VI also includes protection to persons with “Limited English
Proficiency” in any program or activity receiving federal financial assistance, 42
U.S. C. § 2000d et seq., as implemented by the Department of the Treasury’s Title
VI regulations, 31 CRF Part 22, and herein incorporated by reference and made part
of this Agreement or agreement.
13. CERTIFICATIONS.
13.1. Subrecipient Certification. Subrecipient shall sign a “State of Colorado Agreement
with Recipient of Federal Recovery Funds” Certification Form in Exhibit E and submit
to State Agency with signed grant agreement.
13.2. Unless prohibited by Federal statutes or regulations, Prime 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 person, unrelated to any business or non-profit organization he or she may own
or operate in his or her name.
14.2. A Grantee 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.
15. EVENT OF DEFAULT AND TERMINATION.
15.1. Failure to comply with these Federal Provisions shall constitute an event of default
under the Grant and the State of Colorado may terminate the Grant 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 Grant, at law or in equity.
15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in
part as follows:
15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-Federal Entity
fails to comply with the terms and conditions of a Federal Award;
15.2.2. By the Federal awarding agency or Pass-through Entity, to the greatest extent
authorized by law, if an award no longer effectuates the program goals or agency
priorities;
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15.2.3. By the Federal awarding agency or Pass-through Entity with the consent of the
Non-Federal Entity, in which case the two parties must agree upon the termination
conditions, including the effective date and, in the case of partial termination, the
portion to be terminated;
15.2.4. By the Non-Federal Entity upon sending to the Federal Awarding Agency or Pass-
through Entity written notification setting forth the reasons for such termination,
the effective date, and, in the case of partial termination, the portion to be
terminated. However, if the Federal Awarding Agency or Pass-through Entity
determines in the case of partial termination that the reduced or modified portion
of the Federal Award or Subaward will not accomplish the purposes for which the
Federal Award was made, the Federal Awarding Agency or Pass-through Entity
may terminate the Federal Award in its entirety; or
15.2.5. By the Federal Awarding Agency or Pass-through Entity pursuant to termination
provisions included in the Federal Award.
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EXHIBIT D, REQUIRED FEDERAL CONTRACT/AGREEMENT CLAUSES
Section 3(l) – No Federal government obligations to third-parties by use of a disclaimer
No Federal/State Government Commitment or Liability to T hird Parties. Except as the Federal Government or
CDOT expressly consents in writing, the Subrecipient agrees that:
(1) The Federal Government or CDOT does not and shall not have any commitment or liability related to the
Underlying 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 underlying 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 underlying 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 underlying 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 CFR 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, certificatio n, 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 ot her 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 to comply with the record retention requirements in the applicable U.S.
OT Common Rule. Records pertaining to its Award, the accompanying underlyingAgreement, and any
Amendments thereto must be retained from the day the underlying 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 rep resentatives, to the Comptroller
General of the United States, and the Comptroller General’s duly authorized representatives, and to the
Subrecipient and each of its Subrecipients,
(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 ac cess 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.
(e) Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of the
Master Agreement.
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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 guida nce. 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 (or 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, except as FTA determines
otherwise in writing.
12 – Civil Rights
(c) 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:
(i) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq.;
(ii) 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 CFR part 21; and
(iii) Federal transit law, specifically 49 U.S.C. § 5332 ; and
(3) Follow:
(i) 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;
(ii) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 CFR § 50.3;
and
(iii) All other applicable federal guidance that may be issued.
(d) 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:
(i) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq.;
(ii) Comply with Title I of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§
12101, et seq.;
(iii) 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;
(iv) Comply with federal transit law, specificall y 49 U.S.C. § 5332, as provided in section 12 of the
Master Agreement;
(v) FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for
Federal Transit Administration Recipients;” and
(vi) Follow other federal guidance pertaining to EEO laws, regulations, and requirements.
(2). Specifics. The Subrecipient agrees to, and assures that each Third Party Participant will:
(i) Affirmative Action. Take affirmative action that includes, but is not limited to:
(A) Recruitment advertising, recruitment, and employment;
(B) Rates of pay and other forms of compensation;
(C) Selection for training, including apprenticeship, and upgrading; and
(D) Transfers, demotions, layoffs, and terminations; but
(ii) 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:
(i) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor,” 41 CFR chapter 60; and
(ii) 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.
(h) 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:
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(i) 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;
(ii) 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 individual s with disabilities:
(A) For FTA Recipients generally, Titles I, II, and III of the ADA apply; but
(B) 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;”
(iii) 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;
(iv) Federal transit law, specifically 49 U.S.C. § 5332, whi ch now includes disability as a prohibited
basis for discrimination; and
(v) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or
individuals with disabilities.
(2) Federal regulations and guidance, including:
(i) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 CFR
part 37;
(ii) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,” 49 CFR part 27;
(iii) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATB CB) and U.S.
DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for
Transportation Vehicles,” 36 CFR part 1192 and 49 CFR part 38;
(iv) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49
CFR part 39;
(v) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local
Government Services,” 28 CFR part 35;
(vi) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations
and in Commercial Facilities,” 28 CFR part 36;
(vii) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act,” 29 CFR part 1630;
(viii) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and
Related Customer Premises Equipment for Persons with Disabilities,” 47 CFR part 64, Subpart F;
(ix) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36
CFR part 1194;
(x) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 CFR part 609;
(x) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance;” and
(xi) 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, regula tions, requirements, and
guidance.
Energy Conservation – 26.j
(a) Energy Conservation. The Subrecipient agrees to, and assures that its Subrecipients, will comply with the
mandatory energy standards and policies of its state energy conservation plans under th e 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 CFR part 622, subpart C.
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;
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(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 terminat ion 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 CFR part 180, subpart C, as adopted and
supplemented by U.S. DOT regulations at 2 CFR part 1200.
(2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220 and
1200.220) with any Third Party Participant that is, or whose principal is, suspended, debarred, or
otherwise excluded from participating in covered transactions, except as authorized by-
(i) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR part 1200;
(ii) U.S. OMB regulatory guidance, “Guidelines to Agencies on Government-wide Debarment and
Suspension (Nonprocurement),” 2 CFR part 180; and
(iii) Other applicable federal laws, regulations, or requirements 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,” if required by U.S. DOT regulations, 2 CFR part 1200.
(4) It will that its Third Party Agreements contain provisions necessary to flow down these suspension and
debarment provisions to all lower tier covered transactions.
(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:
(i) FTA Regional Counsel for the Region in which the Subrecipient is located or implements the
underlying Agreement,
(ii) FTA Headquarters Manager that administers the Grant or Cooperative Agreement, or
(iii) FTA Chief Counsel.
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 CFR part 661, to the extent consistent with 49 U.S.C. § 5323(j).
Section 39. Disputes, Breaches, Defaults, and 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 underlying Agreement, and any Amendments thereto
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; Flow Down Requirement. If a current or prospective legal matter that may affect the
Federal Government emerges, the Subrecipient must promptly notify the FTA Chief Counseland FTA
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Regional Counsel for the Region in which the Subrecipient is located. The Subrecipient must include a similar
notification requirement in its Third Party Agreements and must require each Third Party Participant to
include an equivalent provision in its subagreements at every tier, for any agreement that is a “covered
transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.
(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) Additional Notice to U.S. DOT Inspector General. 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, if the Subrecipient has knowledge of potential fraud, waste, or abuse
occurring on a Project receiving assistance from FTA. The notification provision applies if a person has
or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may
have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of
interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct
involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement
or another agreement between the Subrecipient and FTA, or an agreement involving a principal, officer,
employee, agent, or Third Party Participant of the Subrecipient. It also applies to subcontractors at any
tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or
civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal
indictment or civil complaint, or probable cause that could support a criminal indictment, or any other
credible information in the possession of the Subrecipient. In this paragraph, “promptly” means to refer
information without delay and without change. This notification provision applies to all divisions of the
Subrecipient, including divisions tasked with law enforcement or investigatory functions.
(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 right s 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 t hat involve the underlying Agreement,
including any extension or modification, according to the following:
(1) Laws, Regulations, Requirements, and Guidance. This includes:
(i) The Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352, as amended;
(ii) U.S. DOT regulations, “New Restrictions on Lobbying,” 49 CFR part 20, to the extent consistent with
31 U.S.C. § 1352, as amended; and
(iii) 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 lobbying
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
(d) 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, Resource
Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act,
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Executive Order No. 11990 relating to “Protection of Wetlands,” and Executive Order No. 11988, as
amended, “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 CFR part 661, to the extent consistent with 49 U.S.C. §
5323(j);
(c) 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 CFR
part 381; and
(d) Fly America. The air transportation requirements of Section 5 of the International Air Transportation 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 CFR §§ 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 underlying Agreement,
including the:
(1) Prevailing Wage Requirements of:
(i) Federal transit laws, specifically 49 U.S.C. § 5333(a), (FTA’s “Davis -Bacon Related Act”);
(ii) The Davis-Bacon Act, 40 U.S.C. §§ 3141 – 3144, 3146, and 3147; and
(iii) 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 CFR part 5.
(2) Wage and Hour Requirements of:
(i) 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
(ii) 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 CFR part 5.
(3) “Anti-Kickback” Prohibitions of:
(i) Section 1 of the Copeland “Anti-Kickback” Act, as amended, 18 U.S.C. § 874;
(ii) Section 2 of the Copeland “Anti-Kickback” Act, as amended, 40 U.S.C. § 3145; and
(iii) 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 CFR part 3.
(4) Construction Site Safety of:
(i) 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
(ii) U.S. DOL regulations, “Recording and Reporting Occupational Injuries and Illnesses,” 29 CFR part
1904; “Occupational Safety and Health Standards,” 29 CFR part 1910; and “Safety and Health
Regulations for Construction,” 29 CFR part 1926.
From Section 16
(n) 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
(b) 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 CFR part 41, specifically,
49 CFR § 41.117.
Section 12 Civil Rights D(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:
(i.) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor,” 41 CFR chapter 60, and
(ii) Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September 24, 1965,
42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), 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
(b) 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 CFR 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 underlying 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 assistance under the Tribal Transit Program. The
Subrecipient agrees that its U.S. DOL Special Warranty is a condition of the underlying 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 appl y 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 CFR 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 re strictions:
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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 assis tance 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 CFR 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 CFR 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:
(i) Federal transit laws, specifically 49 U.S.C. § 5331;
(ii) FTA regulations, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations,” 49
CFR part 655; and
(iii) Applicable provisions of U.S. DOT regulations, “Procedures for Transportatio n Workplace Drug and
Alcohol Testing Programs,” 49 CFR 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
CFR 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 conceived or reduced to
practice with federal assistance provided through the underlying 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, 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 CFR 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, and 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, specifi cations, 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 underlying 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 that 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 publi sh 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 wit h 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 l imited 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.
(e) Disadvantaged Business Enterprise. 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:
(i) Section 11101(e) of IIJA;
(ii) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of
Transportation Financial Assistance Programs,” 49 CFR part 26; and
(iii) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement.
(2) DBE Program Requirements. A Subrecipient that receives planning, capital and/or operating assistance and
that will award prime third party contracts exceeding $250,000 the requirements of 49 CFR part 26.
(3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Subrecipient agrees that:
(i) 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 CFR part 26;
and
(ii) 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 CFR § 26.13(a):
(i) Recipient Assurance. The Subrecipient agrees and assures that:
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(A) 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 CFR part 26;
(B) It must take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination
in the award and administration of U.S. DOT-assisted contracts;
(C) Its DBE program, as required under 49 CFR part 26 and as approved by U.S. DOT, is incorporated
by reference and made part of the Underlying Agreement; and
(D) 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 this Master Agreement.
(ii) 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:
(A) 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 CFR part 26;
(B) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must take all
necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and
administration of U.S. DOT-assisted subagreements, third party contracts, and third party
subcontracts, as applicable;
(C) 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
(D) 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 CFR 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.
(h) 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:
(i) 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;
(ii) 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:
(A) For FTA Recipients generally, Titles I, II, and III of the ADA apply,;but
(B) 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;”
(iii) 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;
(iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited
basis for discrimination; and
(v) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or
individuals with disabilities.
(2) Federal regulations and guidance, including:
(i) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 CFR
part 37;
(ii) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,” 49 CFR part 27;
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(iii) 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 CFR part 1192 and 49 CFR part 38;
(iv) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49
CFR part 39;
(v) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government
Services,” 28 CFR part 35;
(vi) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations
and in Commercial Facilities,” 28 CFR part 36;
(vii) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act,” 29 CFR part 1630;
(viii) U.S. Federal Communications Commission regulations, “Telecommunications Relay
Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 CFR part 64,
Subpart F;
(ix) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36
CFR part 1194;
(x) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 CFR part 609,
(xi) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance;” and
(xii) Other applicable federal civil rights and nondiscrimination regulations and guidance .
Section 16. Procurement.
(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 Program 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 reimburse ment. 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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