HomeMy WebLinkAbout2021-040-04/20/2021-AUTHORIZING EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT WITH THE COLORADO DEPARTMENT OF TRANSPORTATI
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STATE OF COLORADO GRANT AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number/PO Number
21-HTR-ZL-00174/491002425
Grantee
CITY OF FORT COLLINS
Agreement Performance Beginning Date
The later of the Effective Date or January 01,
2021
Initial Agreement Expiration Date
December 31, 2021 Grant Agreement Amount
FASTER Funds Maximum Amount Fund Expenditure End Date
December 31, 2021 State Fiscal Year 2021
Local Funds
Total for all State Fiscal Years
$200,000.00
$200,000.00
$200,000.00
Agreement Authority
Authority to enter into this Agreement exists in
CRS §§43-1-106, 43-1-110, 43-1-117, 43-2-
101(4)(c), 43-4-811(2), SB18-001, SB17-228 and
SB17-267.
Agreement Purpose
The purpose of this Grant is for CDOT to disburse FASTER Transit Program Funds to Grantee to conduct
work within the provisions of this Grant. The work to be completed under this Grant by the Grantee is more
specifically described herein.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A, Statement of Work and Budget.
2. Exhibit B, Sample Option Letter.
3. Exhibit C, Title VI-Civil Rights.
In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such
conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:
1. Exhibit C, Title VI-Civil Rights.
2. Colorado Special Provisions in §17 of the main body of this Agreement.
3. The provisions of the other sections of the main body of this Agreement.
4. Exhibit A, Statement of Work and Budget.
5. Executed Option Letters (if any).
Principal Representatives
For the State:
Jeff Prillwitz
Division of Transit and Rail
2829 W. Howard Place
Denver, CO 80204
jeffrey.prillwitz@state.co.us
For Grantee:
Annabelle Phillips
CITY OF FORT COLLINS
PO BOX 580
FORT COLLINS, CO 80522-0580
aphillips@fcgov.com
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EXHIBIT A
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this
Agreement and to bind the Party authorizing such signature.
GRANTEE
CITY OF FORT COLLINS
__________________________________________
__________________________________________
By: Print Name of Authorized Individual
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
__________________________________________
__________________________________________
By: David Krutsinger, Director
Division of Transit and Rail
Date: _________________________
2nd State or Grantee Signature if needed
__________________________________________
__________________________________________
By: Print Name of Authorized Individual
Date: _________________________
LEGAL REVIEW
Philip J. Weiser, Attorney General
__________________________________________
By: Assistant Attorney General
Date: __________________________
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
___________________________________________
By: Department of Transportation
Effective Date:_____________________
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TABLE OF CONTENTS
1. PARTIES................................................................................................................................................. 3
2. TERM AND EFFECTIVE DATE .......................................................................................................... 3
3. DEFINITIONS ........................................................................................................................................ 4
4. STATEMENT OF WORK ...................................................................................................................... 6
5. PAYMENTS TO GRANTEE ................................................................................................................. 6
6. REPORTING - NOTIFICATION ........................................................................................................... 7
7. GRANTEE RECORDS ........................................................................................................................... 8
8. CONFIDENTIAL INFORMATION - STATE RECORDS .................................................................... 9
9. CONFLICTS OF INTEREST ............................................................................................................... 10
10. INSURANCE ........................................................................................................................................ 10
11. BREACH OF AGREEMENT ............................................................................................................... 12
12. REMEDIES ........................................................................................................................................... 12
13. DISPUTE RESOLUTION .................................................................................................................... 13
14. NOTICES and REPRESENTATIVES .................................................................................................. 13
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ...................................................... 14
16. GENERAL PROVISIONS .................................................................................................................... 14
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ..................................... 16
1. PARTIES
This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the
“Grantee”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page
for this Agreement (the “State”). Grantee and the State agree to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be
expended by the Fund Expenditure E nd Date shown on the Cover Page for this Agreement. The State shall
not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to
pay Grantee for any Work performed or expense incurred before the Effective Date, except as described in
§5.D, or after the Fund Expenditure End Date. If the Work will be performed in multiple phases, the period
of performance start and end date of each phase is detailed under the Project Schedule in Exhibit A.
B. Initial Term
The Parties’ respective performances under this Agreement shall commence on the Agreement Performance
Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement
Expiration Date shown on the Cover Page for this Agreement (the “Initial Term”) unless sooner terminated
or further extended in accordance with the terms of this Agreement.
C. Extension Terms - State’s Option
The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the
Initial Term for a period, or for successive periods, of one year or less at the same rates and under the same
terms specified in this Agreement (each such period an “Extension Term”). In order to exercise this option,
the State shall provide written notice to Grantee in a form substantially equivalent to Sample Option Letter
attached to this Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at
its discretion, upon written notice to Grantee 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 exec ution
of a replacement Agreement or modification extending the total term of this Agreement .
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E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as determined
by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the
State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this
Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for
convenience. This subsection shall not apply to a termination of thi s Agreement by the State for Breach of
Agreement by Grantee, which shall be governed by §12.A.i.
i. Method and Content
The State shall notify Grantee of such termination in accordance with §14. The notice shall specify the
effective date of the termination and whether it affects all or a portion of this Agreement, and shall
include, to the extent practicable, the public interest justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Grantee shall be subject to the
rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Grantee an amount equal
to the percentage of the total reimbursement payable under this Agreement that corresponds to the
percentage of Work satisfactorily completed and accepted, as determined by the State, less payments
previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State ,
the State may reimburse Grantee for a portion of actual out -of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Grantee which are directly attributable to the uncompleted
portion of Grantee’s obligations, provided that the sum of any and all reimbursement shall not exceed
the Grant Maximum Amount payable to Grantee hereunder.
F. Grantee’s Termination Under State Requirements
Grantee may request termination of this Grant by sending notice to the State, which includes the reasons for
the termination and the effective date of the termination. If this Grant is terminated in this manner, then
Grantee shall return any advanced payments made for work that will not be performed prior to the effective
date of the termination.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated by
reference, all referenced statutes, rules and cited authorities, and any future modifica tions thereto.
B. “Breach of Agreement” means the failure of a Party to perform any of its obligations in accordance with
this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under
any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a
receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 30
days after the institution of such proceeding, shall also constitute a breach. If Grantee is debarred or
suspended under §24-109-105, C.R.S., at any time during the term of this Agreement, then such debarment
or suspension shall constitute a breach.
C. “Budget” means the budget for the Work described in Exhibit A.
D. “Business Day” means any day other than Saturday, Sunday, or a legal holiday as listed in §24 -11-101(1),
C.R.S.
E. “CORA” means the Colorado Open Records Act, §§24 -72-200.1, et seq., C.R.S.
F. “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 Grantee’s Work that is intended to be delivered by
Grantee.
G. “Effective Date” means the date on which this Agreement is approved and signed by the Color ado State
Controller or designee, as shown on the Signature Page for this Agreement.
H. “End of Term Extension” means the time period defined in §2.D.
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I. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page
for this Agreement.
J. “Extension Term” means the time period defined in §2.C.
K. “Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in this
Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection
with the Services.
L. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made
available for payment by the State under this Agreement.
M. “Grant Maximum Amount” means an amount equal to the total of Grant Funds for this Agreement.
N. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the
unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or
information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et
seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a State
system or State Records regardless of where such information is located; (ii) unwanted disruption or denial
of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes
to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction,
or consent.
O. “Initial Term” means the time period defined in §2.B.
P. “Matching Funds” (Local Funds) means the funds provided by Grantee as a match required to receive the
Grant Funds.
Q. “Party” means the State or Grantee, and “Parties” means both the State and Grantee.
R. “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.
S. “Services” means the services to be performed by Grantee as set forth in this Agreement, and shall include
any services to be rendered by Grantee in connection with the Goods.
T. “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 co ncerning
individuals that is not deemed confidential but nevertheless belongs to the State, which has been
communicated, furnished, or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to
CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or
subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv)
is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such
information; or (v) was independently developed without reliance on any State Confidential Information.
U. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24 -
30-202(13)(a), C.R.S.
V. “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.
W. “State Records” means any and all State data, information, and records, regardless of physical form.
X. “Subcontractor” means any third party engaged by Grantee to aid in performance of the Work.
“Subcontractor” also includes sub -grantees of Grant Funds.
Y. “Work” means the Goods delivered and Services performed pursuant to this Agreement.
Z. “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, k now-how, information, and
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any other results of the Work. “Work Product” does not include any material that was developed prior to the
Effective Date that is used, without modification, in the performance of the Work.
Any other term used in this Agreement t hat is defined elsewhere in this Agreement or in an Exhibit shall be
construed and interpreted as defined in that section.
4. STATEMENT OF WORK
Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit
A. The State shall have no liability to compensate Grantee for the delivery of any goods or the performance of
any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO GRANTEE
A. Grant Maximum Amount
Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay
Grantee any amount under this Agreement that exceeds the Grant Maximum Amount for that State Fiscal
Year shown on the Cover Page of this Agreement as “FASTER Funds Maximum Amount”.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Grantee in the amounts and in accordance with the conditions set forth in Exhibit
A.
b. Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by
the State.
c. Any advance payment allowed under this Agreement, shall comply with State Fiscal Rules and be
made in accordance with the provisions of this Agreement and its Exhibits. Eligibility and
submission for advance payment is subject to State approval and must include approved
documentation in the form and manner set forth and approved by the State.
d. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long
as the amount invoiced correctly represents Work completed by Grantee and previously accepted
by the State during the term that the invoice covers. If the State determines that the amount of any
invoice is not correct, then Grantee shall make all changes necessary to correct that invoice .
e. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables
provided under this Agreement.
ii. Interest
Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall bear interest
on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24 -30-
202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts
that the State disputes in writing. Grantee shall invoice the S tate 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 Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the
State in writing of its dispute within 30 days following the earlier to occur of Grantee’s receipt of the
payment or notification of the determination or calculation of the payment by the State. The State wil l
review the information presented by Grantee and may make changes to its determination based on this
review. The calculation, determination or payment amount that results from the State’s review shall not
be subject to additional dispute under this subsec tion. No payment subject to a dispute under this
subsection shall be due until after the State has concluded its review, and the State shall not pay any
interest on any amount during the period it is subject to dispute under this subsection .
iv. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the current State Fiscal
Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and
continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special
Provisions). If federal funds or funds from any other non -State funds constitute all or some of the Grant
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Funds, the State’s obligation to pay Grantee shall be contingent upon such no n-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, rema in obligated to pay
for Services and Goods that are delivered and accepted prior to the effective date of notice of termination,
and this termination shall otherwise be treated as if this Agreement were terminated in the public interest
as described in §2.E.
C. Matching Funds
Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have raised the full
amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of
such funds upon request. Grantee’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 Grantee and paid into Grantee’s treasury or bank account. Grantee
represents to the State that the amount designated “Grantee’s Matching Funds” in Exhibit A has been legally
appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury
or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments
in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Grantee. If
Grantee is a public entity, Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes
or penalties of any nature, except as required by Grantee’s laws or policies .
D. Reimbursement of Grantee Costs
i. Any costs incurred by Grantee prior to the Effective Date shall not be reimbursed.
ii. The State shall reimburse Grantee’s allowable costs, not exceeding the Grant 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 Grantee may adjust the amounts between each line item
of Exhibit A without formal modification to this Agreement as long as the Grantee provides notice to
the State of the change, the change does not modify the Grant Maximum Amount of this Agreement or
the Grant Maximum Amount for any State Fiscal Year, and the change does not modify any requirements
of the Work.
iii. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if
those costs are:
a. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and
b. Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by
Grantee that reduce the cost actually incurred.)
iv. Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and
Cover Page for this Agreement, or after any phase performance period end date for a respective phase
of the Work, shall not be reimbursable. Grantee shall initiate any payment request by submitting invoices
to the State in the form and manner set forth and approved by the State .
E. Close-Out
Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Cover
Page for this Agreement. To complete close-out, Grantee shall submit to the State all Deliverables (including
documentation) as defined in this Agreement and Grantee’s final reimbursement request or invoice. The State
will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the
State as substantially complete.
6. REPORTING - NOTIFICATION
A. Quarterly Reports
In addition to any reports required pursuant to any other Exhibit, for any Agreement having a term longer
than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for
each specified performance measure and standard in this Agreement. Such progress report shall be in
accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted
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to the State not later than five Business Days following the end of each calendar quarter o r at such time as
otherwise specified by the State.
B. Litigation Reporting
If Grantee is served with a pleading or other document in connection with an action before a court or other
administrative decision making body, and such pleading or document relates to this Agreement or may affect
Grantee’s ability to perform its obligations under this Agreement, Grantee 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
Grantee shall submit all financial, performance and other reports to the State no later than 45 calendar days
after the end of the Initial Term if no Extensio n Terms are exercised, or the final Extension Term exercised
by the State, containing an evaluation and review of Grantee’s performance and the final status of Grantee’s
obligations hereunder.
D. Violations Reporting
Grantee shall disclose, in a timely manner, in writing to the State, all violations of State criminal law
involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State may impose
any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 332 1, which may include,
without limitation, suspension or debarment.
7. GRANTEE RECORDS
A. Maintenance
Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of
all records, documents, communications, notes and o ther 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 “Grantee Records”). Grant ee
shall maintain such records for a period of three years following the date of submission to the State of the
final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission
of each quarterly or annual report, 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 b een resolved and final action taken by
the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit,
oversight or indirect costs, and the State, may notify Grantee in writing that the Record Retention Period
shall be extended. For records for real property and equipment, the Record Retention Period shall extend
three years following final disposition of such property.
B. Inspection
Grantee shall permit the State and any other duly authorized agent of the State to audit, inspect, examine,
excerpt, copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make
Grantee Records available during normal business hours at Grantee’s office or place of business, or at other
mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the State, unless
the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the
State.
C. Monitoring
The State and any other duly authorized agent of the State, in its discretion, may monitor Grantee’s
performance of its obligations under this Agreement using procedures as determined by the State. The State
shall have the right, in its sole discretion, to change its monitoring procedures and re quirements at any time
during the term of this Agreement. The State shall monitor Grantee’s performance in a manner that does not
unduly interfere with Grantee’s performance of the Work.
D. Final Audit Report
Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee’s
records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a
third party.
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8. CONFIDENTIAL INFORMATION - STATE RECORDS
A. Confidentiality
Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless
those State Records are publicly available. Grantee shall not, without prior written approval of the State, use,
publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except
as otherwise stated in this Agreement, permitted by law or approved in writing by the State. Grantee shall
provide for the security of all State Confidential Information in accordance wit h all applicable laws, rules,
policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State
Records to the State’s Principal Representative identified on the Cover Page of this Agreement .
B. Other Entity Access and Nondisclosure Agreements
Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to
perform the Work, but shall restrict access to State Confidential Information to those agents, employees,
assigns and Subcontractors who require access to perform their obligations under this Agreement. Grantee
shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing
nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure
provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State
Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the State
upon execution of the nondisclosure provisions if requested by the State.
C. Use, Security, and Retention
Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable
laws and regulations only in facilities located within the United States, and shall maintain a secure
environment that ensures confidentiality of all State Confidential Information. Grantee shall provide the State
with access, subject to Grantee’s reasonable security requirements, for purposes of inspecting and monitoring
access and use of State Confidential Information and evaluating security control effectiveness. Upon the
expiration or termination of this Agreement, Grantee shall return State Records provided to Grantee or
destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is
prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants
it will guarantee the confidentiality of, and cease to use, such S tate Confidential Information.
D. Incident Notice and Remediation
If Grantee becomes aware of any Incident, Grantee shall notify the State immediately and cooperate with the
State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the
State. Unless Grantee can establish that Grantee, and its agents, employees, and Subcontractors are not the
cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may
have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring
a similar type of Incident in the future as directed by the State, which may include, but is not limited to,
developing and implementing a remediation plan that is approved by the State at no additional cost to the
State. The State may adjust or direct modifications to this plan, in its sole discretion and Grantee shall make
all modifications as directed by the State. If Grantee cannot produce its analy sis and plan within the allotted
time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Grantee
shall reimburse the State for the reasonable costs thereof. The State may, in its sole discretion and at
Grantee’s sole expense, require Grantee to engage the services of an independent, qualified, State-approved
third party to conduct a security audit. Grantee shall provide the State with the results of such audit and
evidence of Grantee’s planned remediation in response to any negative findings.
E. Data Protection and Handling
Grantee shall ensure that all State Records and Work Product in the possession of Grantee or any
Subcontractors are protected and handled in accordance with the requirements of this Agreeme nt, including
the requirements of any Exhibits hereto, at all times. As used in this section, the protections afforded Work
Product only apply to Work Product that requires confidential treatment.
F. Safeguarding PII
If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide
for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State
non-disclosure requirements, use of appropriate technology, security practices, computer access security,
data access security, data storage encryption, data transmission encryption, security inspections, and audits.
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Grantee shall be a “Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S., and shall maintain
security procedures and practices consistent with §§24 -73-101, et seq., C.R.S.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way
with the full performance of the obligations of Grantee under this Agreement. Such a conflict of interest
would arise when a Grantee or Subcontractor’s employee, officer or agent were to offer or provide any
tangible personal benefit to an employee of the State, or any member of his or her immediate family or his
or her partner, related to the award of, entry into or management or oversight of this Agreement.
B. Apparent Conflicts of Interest
Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall
be harmful to the State’s interests. Absent the State’s prior written approval, Grantee shall refrain from any
practices, activities or relationships that reasonably appear to be in conf lict with the full performance of
Grantee’s obligations under this Agreement.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the
appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the
relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow
the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Agreement.
D. Grantee acknowledges that all State employees are subject to the ethical principles described in §24-18-105,
C.R.S. Grantee further acknowledges that State employees may be subject to the requirements of
§24-18-105, C.R.S., with regard to this Agreement. For the avoidance of doubt, an actual or apparent conflict
of interest shall exist if Grantee employs or contracts with any State employee, any former State employee
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. Grantee shall provide a disclosure statement as
described in §9.C. no later than ten days following entry into a contractual or employment relationship as
described in this section. Failure to timely submit a disclosure statement shall constitute a Breach of
Agreement. Grantee may also be subject to such penalties as are allowed by law.
10. INSURANCE
Grantee shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as
specified in this section at all times during the term of this Agreement. All insurance policies required by this
Agreement that are not provided through self-insurance shall be issued by insurance comp anies as approved by
the State.
A. Workers’ Compensation
Workers’ compensation insurance as required by state statute, and employers’ liability insurance covering
all Grantee or Subcontractor employees acting within the course and scope of their employment .
B. General Liability
Commercial general liability insurance covering premises operations, fire damage, independent contractors,
products and completed operations, blanket contractual liability, personal injury, and advertising liability
with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any 1 fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a
minimum limit of $1,000,000 each accident combined single limit .
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D. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax
Information, and CJI, and claims based on alleged violations of privacy rights through improper use or
disclosure of protected information with minimum limits as follows :
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any negligent act with
minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Additional Insured
The State shall be named as additional insured on all commercial general liability policies (leases and
construction contracts require additional insured coverage for completed operations) required of Grantee and
Subcontractors.
H. Primacy of Coverage
Coverage required of Grantee and each Subcontractor shall be primary over any insurance or self -insurance
program carried by Grantee or the State.
I. Cancellation
All insurance policies shall include provisions preventing cancellation or non -renewal, except for
cancellation based on non-payment of premiums, without at least 30 days prior notice to Grantee and Grantee
shall forward such notice to the State in accordance with §14 within 7 days of Grantee’s receipt of such
notice.
J. Subrogation Waiver
All insurance policies secured or maintained by Grantee or its Subcontractors in relation to this Agreement
shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise
against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and
volunteers.
K. Public Entities
If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24 -10-101,
et seq., C.R.S. (the “GIA”), Grantee shall maintain, in lieu of the liability insurance requirements stated
above, at all times during the term of this Agreement such liability insurance, by commercial policy or self-
insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the
meaning of the GIA, Grantee shall ensure that the Subcontractor maintain at all times during the terms of this
Grantee, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial
policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA.
L. Certificates
For each insurance plan provided by Grantee under this Agreement, Grantee shall provide to the State
certificates evidencing Grantee’s insurance coverage required in this Agreement prior to the Effective Date.
Grantee shall provide to the State certificates evidencing Subcontractor insurance coverage required under
this Agreement prior to the Effective Date, except that, if Grantee’s subcontract is not in effect as of the
Effective Date, Grantee shall provide to the State certificates showing Subcontractor insurance coverage
required under this Agreement within seven Business Days following Grantee’s execution of the subcontract.
No later than 15 days before the expiration date of Grantee’s or any Subcontractor’s coverage, Grantee shall
deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the
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term of this Agreement, upon request by the State, Grantee shall, within seven Business Days following the
request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions
of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach of Agreement
to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the
delivery of written notice, the Party may exercise any of the remedies as described in §12 for that Party.
Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide
notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any
other remedy in this Agreement in order to protect the public interest of the State; or if Grantee is debarred
or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period
and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement as of
the date that the debarment or suspension takes effect.
12. REMEDIES
A. State’s Remedies
If Grantee is in breach under any provision of this Agreement and fails to cure such breach, the State,
following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in
addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the
remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach of Agreement
In the event of Grantee’s uncured breach, the State may terminate this entire Agreement or any part of
this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if
any.
a. Obligations and Rights
To the extent specified in any termination notice, Grantee shall not incur further obligations or
render further performance past the effective date of such notice, and shall terminate outstanding
orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State
all Work not cancelled by the termination notice, and may incur obligations as necessary to do so
within this Agreement’s terms. At the request of the State, Grantee shall assign to the State all of
Grantee’s rights, title, and interest in and to such terminated orders or subcontracts. Upon
termination, Grantee shall take timely, reasonable and necessary action to protect and preserve
property in the possession of Grantee but in which the State has an interest. At the State’s request,
Grantee shall return materials owned by the State in Grantee’s possession at the time of any
termination. Grantee shall deliver all completed Work Product and all Work Product that was in the
process of completion to the State at the State’s request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Grantee for accepted Work
received as of the date of termination. If, after termination by the State, the State agrees that Grantee
was not in breach or that Grantee’s action or inaction was excusable, such termination shall be
treated as a termination in the public interest, and the rights and obligations of the Parties shall be
as if this Agreement had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for
any damages sustained by the State in connection with any breach by Grantee, and the State may
withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as
the exact amount of damages due to the State from Grantee is determined. The State may withhold
any amount that may be due Grantee as the State 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 .
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ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
Suspend Grantee’s performance with respect to all or any portion of the Work pending corrective
action as specified by the State without entitling Grantee to an adjustment in price or cost or an
adjustment in the performance schedule. Grantee shall promptly cease performing Work and
incurring costs in accordance with the State’s directive, and the State shall not be liable for costs
incurred by Grantee after the suspension of performance.
b. Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be
performed or if they were performed are reasonably of no value to the State; provided, that any
denial of payment shall be equal to the value of the obligations not performed.
d. Removal
Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the
Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise
unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary
to the public interest or the State’s best interest.
e. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any Work is likely to
infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee
shall, as approved by the State (i) secure that right to use such Work for the State and Grantee; (ii)
replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing;
or, (iii) remove any infringing Work and refund the amount paid for such Work to the State .
B. Grantee’s Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following
the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies available
at law and equity.
13. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement
which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior
departmental management staff member designated by the State and a senior manager designated by Grantee
for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Grantee shall
submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency
named on the Cover Page of this Agreement as described in §24 -101-301(30), C.R.S., for resolution
following the same resolution of controversies process as desc ribed in §§24-106-109, and 24-109-101.1
through 24-109-505, C.R.S., (collectively, the “Resolution Statutes”), except that if Grantee wishes to
challenge any decision rendered by the Procurement Official, Grantee’s challenge shall be an appeal to the
executive director of the Department of Personnel and Administration, or their delegate, in the same manner
as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated
in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time
limitations regardless of whether the Colorado Procurement Code applies to this Agreement .
14. NOTICES and REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover P age for this Agreement shall be the
principal representative of the designating Party. All notices required or permitted to be given under this
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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
Whether or not Grantee is under contract with the State at the time, Grantee shall execute applications,
assignments, and other documents, and shall render all other reasonable assistance requested by the State, to
enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the
Work Product. The Parties intend the Work Product to be works made for hire. Grantee assigns to the State
and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law
or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product
and all works based on, derived from, or incorporating the Work Product .
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, all State Records, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes, studies, data,
images, photographs, negatives, pictures, drawings, d esigns, models, surveys, maps, materials, ideas,
concepts, know-how, and information provided by or on behalf of the State to Grantee are the exclusive
property of the State (collectively, “State Materials”). Grantee shall not use, willingly allow, cause o r permit
Work Product or State Materials to be used for any purpose other than the performance of Grantee’s
obligations in this Agreement without the prior written consent of the State. Upon termination of this
Agreement for any reason, Grantee shall provide all Work Product and State Materials to the State in a form
and manner as directed by the State.
C. Exclusive Property of Grantee
Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or
licensed to Grantee including, but not limited to, all pre-existing software, licensed products, associated
source code, machine code, text images, audio and/or video, and third -party materials, delivered by Grantee
under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively,
“Grantee Property”). Grantee Property shall be licensed to the State as set forth in this Agreement or a State
approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the
applicable third-party vendor, or (iii) in the case of open source software, the license terms set forth in the
applicable open source license agreement.
16. GENERAL PROVISIONS
A. Assignment
Grantee’s rights and obligations under this Agree ment are personal and may not be transferred or assigned
without the prior, written consent of the State. Any attempt at assignment or transfer without such consent
shall be void. Any assignment or transfer of Grantee’s rights and obligations approved by t he State shall be
subject to the provisions of this Agreement.
B. Subcontracts
Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this
Agreement without providing notice to the State. The State may reject any such Subcontractor, and Grantee
shall terminate any subcontract that is rejected by the State and shall not allow any Subcontractor to perform
any work after that Subcontractor’s subcontract has been rejected by the State. Grantee shall submit to the
State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts
entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state
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laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be
subject to all provisions of this Agreement.
C. Binding Effect
Except as otherwise provided in §16.A., all provisions of this Agreement, including the benefits and burdens,
shall extend to and be binding upon the Parties’ respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
performance of such Party’s obligations have been duly authorized .
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall not be used to
interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or
using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections,
exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted .
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed
to be an original, but all of which, taken together, shall constitute one and the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all underst andings between the Parties related to the
Work, and all prior representations and understandings related to the Work, oral or written, are merged into
this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not
have any force or effect whatsoever, unless embodied herein .
H. Digital Signatures
If any signatory signs this Agreement using a digital signature in accordance with the Colorado State
Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under
the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system
through which that signatory signed shall be incorporated into this Agreement by reference .
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective
if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with
applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other
than Agreement amendments, shall conform to the policies issued by the Colorado State Controller .
J. Statutes, Regulations, Fiscal Rules, and Other Authority
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority
shall be interpreted to refer to such authority then current, as may have been changed or amended since the
Effective Date of this Agreement.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in
any terms, conditions, or agreements appearing on Grantee’s or a Subcontractor’s website or any provision
incorporated into any click-through or online agreements related to the Work unless that provision is
specifically referenced in this Agreement.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provisio n 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.
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N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal
Excise Tax Exemption Certificate of Registry No. 84 -730123K) and from State and local government sales
and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number
98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of
whether any political subdivision of the State imposes such taxes on Grantee. Grantee shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to
have in place in connection with this Agreement.
O. Third Party Beneficiaries
Except for the Parties’ respective successors and assigns described in §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, whe ther explicit
or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,
power, or privilege preclude any other or further exercise of such right, power, or privilege .
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and standards
required under §24-106-107, C.R.S., if any, are subject to public release through the CORA.
R. Standard and Manner of Performance
Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care,
skill and diligence in Grantee’s industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations.
i. Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this
Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required
to perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
Subcontractor, all license, certifications, permits and other authorizations required to perform their
obligations in relation to this Agreement.
ii. Grantee, if a foreign corporation or other foreign entity transacting business in the State of Colorado,
shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at
its sole expense, a certificate of authority to transact business in the State of Colorado and designate a
registered agent in Colorado to accept service of process.
T. Federal Provisions
Grantee shall comply with all applicable requirements of Exhibit C at all times during the term of this
Agreement.
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If
this Agreement is for a Major Information Technology Project, as defined in §24 -37.5-102(2.6), C.R.S., then
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.
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C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled
and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the
Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management
statutes, §§24-30-1501, et seq., C.R.S. No term or condition of this Agreement shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other
provisions, contained in these statutes.
D. INDEPENDENT CONTRACTOR.
Grantee shall perform its duties hereunder as an independent contractor and not as an employee . Neither
Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State.
Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or
understanding, except as expressly set forth herein. Grantee and its employees and agents are not entitled
to unemployment insurance or workers compensation benefits through the State and the State shall
not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Grantee
shall pay when due all applicable employment taxes and income taxes and local head taxes incurred
pursuant to this Agreement. Grantee shall (i) provide and keep in force workers’ compensation and
unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof
when requested by the State, and (iii) be solely responsible for its acts and those of its employees and
agents.
E. COMPLIANCE WITH LAW.
Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this
Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the
City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires
the State to agree to binding arbitration; limits Grantee’s liability for damages resulting from death, bodily
injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio.
Nothing in this Agreement shall be construed as a waiver of any provision of §24 -106-109, C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.
Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee
has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds.
If the State determines that Grantee is in violation of this provision, the State may exercise any remedy
available at law or in equity or under this Agreement, including, without limitation, immediate terminatio n
of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or degree with the pe rformance of
Grantee’s services and Grantee shall not employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller
may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for:
(i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or
other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division
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of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation
Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action.
The State may also recover, at the State’s discretion, payments made to Grantee in error for any reason,
including, but not limited to, overpayments or improper payments, and unexpended or excess funds received
by Grantee by deduction from subsequent payments under this Agreement, deduction from any payment due
under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate
method for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory
services or fund management services, sponsored projects, intergovernmental agreements, or information
technology services or products and services] Grantee certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will perform work under this Agreement and will
confirm the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement, through participation in the E-Verify Program or the State verification
program established pursuant to §8-17.5-102(5)(c), C.R.S., Grantee shall not knowingly employ or contract
with an illegal alien to perform work under this Agreement or enter into a contract with a Subcontractor that
fails to certify to Grantee that the Subcontractor shall not knowingly employ or co ntract with an illegal alien
to perform work under this Agreement. Grantee (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 Grantee
has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under
this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting
with the illegal alien within three days of receiving the notice, and (iv) shall comply with reasonable requests
made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado
Department of Labor and Employment. If Grantee participates in the Department program, Grantee shall
deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written,
notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall
comply with all of the other requirements of the Department program. If Grantee fails to comply with any
requirement of this provision or §§8 -17.5-101, et seq., C.R.S., the contracting State agency, institution of
higher education or political subdivision may terminate this Agreement for breach and, if so terminated,
Grantee shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of
perjury that Grantee (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law,
(ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of
identification required by §24-76.5-103, C.R.S., prior to the Effective Date of this Agreement.
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EXHIBIT A, STATEMENT OF WORK AND BUDGET
Project Description 2020-FASTER: FLEX (Ft Collins - Boulder) Operating
Project End Date December 31, 2021
Subrecipient Fort Collins, City of DUNS # 078362597
Contact Name Annabelle Phillips Vendor # 2000023
Address 250 N Mason Street
Fort Collins, CO 80524-4407
Phone # (970) 224-6067
Email aphillips@fcgov.com Indirect Rate N/A
WBS* 24153.10.50 ALI 30.09.01
Total Project Budget $400,000.00
State FASTER Funds (at 50% or less) $200,000.00
Local Funds (at 50% or more) $200,000.00
Total Project Amount Encumbered via this Grant Agreement $200,000.00
*The WBS numbers may be replaced without changing the amount of the grant at CDOT’s discretion.
A. Project Description
1. CDOT is contributing FASTER Regional Operating Assistance for the operations of FLEX
Service. This Grant Agreement shall be effective from the date of execution through December 31,
2021.
2. City of Fort Collins shall advertise its fixed route service as available to the general public and
service will not be explicitly limited by trip purpose or client type.
3. City of Fort Collins shall work cooperatively with CDOT to market and/or publicize this project as
requested by CDOT. Such efforts may include ribbon cuttings, news articles, photos, and/or other
media supplied by City of Fort Collins as appropriate.
B. Performance Standards
1. City of Fort Collins will provide a minimum of 150,000passenger trips during the course of this
Grant Agreement.
2. City of Fort Collins will maintain or increase its current farebox recovery of 6% during the course
of this Grant Agreement.
3. City of Fort Collins shall ensure that this FASTER-funded route will connect to available local
service, including City of Loveland Transit (COLT) and Regional Transportation District (RTD)
routes.
4. City of Fort Collins shall report monthly to the CDOT Project Manager on Ridership, Revenue
Hours, and Cost per Passenger.
5. Performance will be reviewed quarterly for the duration of this Grant Agreement. CDOT wil l
begin its review no later than thirty (30) calendar days after each performance quarter. If CDOT’s
review determines that City of Fort Collins’s performance does not meet the standards of
performance set forth herein, the following steps will be taken:
a. CDOT shall notify City of Fort Collins in writing that performance does not meet the
requirements of this Grant Agreement.
b. Within thirty (30) calendar days of the date of such notification, City of Fort Collins shall
submit to CDOT a written explanation of the cause(s) of the substandard performance,
which shall include a written plan for improving performance.
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c. CDOT will review the plan for improvement and notify City of Fort Collins of its
decision within twenty-one (21) calendar days.
i. If the plan is approved by CDOT, City of Fort Collins shall implement the plan
immediately upon receipt of CDOT’s notification of approval.
ii. If the plan is not approved by CDOT, remedial measures will be determined on
a case-by-case basis. Such remedial measures may include termination of this
Grant Agreement and return of the FASTER funds or capital equipment
purchased with such funds.
6. If City of Fort Collins is unable to perform the activities described herein, or must significantly
change the level of service herein described, City of Fort Collins shall notify the CDOT Project
Manager in writing.
C. Project Budget
1. The Total Project Budget is $400,000.00. CDOT will pay no more than 50% of the eligible, actual
project costs, up to the maximum amount of $200,000.00. CDOT will retain any remaining
balance of the FASTER Funds. City of Fort Collins shall be solely responsible for all costs
incurred in the project in excess of the amount paid by CDOT from FASTER Funds for the state
share of eligible, actual costs. For CDOT accounting purposes the FASTER Funds of $200,000.00
will be encumbered for this Grant Agreement.
2. No refund or reduction of the amount of City of Fort Collins’s share to be provided for the project
will be allowed unless there is at the same time a refund or reduction of the state share of a
proportionate amount.
3. Per the terms of this Grant Agreement, CDOT shall have no obligation to provide state funds for
use on this project. CDOT will administer FASTER funds for this project under the terms of this
Grant Agreement, provided that the state share of FASTER funds to be administered by CDOT are
made available and remain available. City of Fort Collins shall initiate and prosecute to
completion all actions necessary to enable City of Fort Collins to provide its s hare of the Total
Project Budget at or prior to the time that such funds are needed to meet the Total Project Budget.
D. Allowable Costs
1. City of Fort Collins shall agree to adhere to the provisions for allowable and unallowable costs
cited in the following regulations: 2 CFR 200.420 through 200.475 and 2 CFR 200.102. Other
applicable requirements for cost allowability not cited previously, shall also be considered.
2. City of Fort Collins’s operating expenses are those costs directly related to system operations. City
of Fort Collins, at a minimum, should consider the following items as operating expenses: fuel,
oil, driver and dispatcher salaries and fringe benefits, and licenses.
E. Reimbursement Eligibility
1. City of Fort Collins must submit invoice(s) monthly via COTRAMS. Reimbursement will apply
only to eligible expenses that are incurred within the period of performance (January 1 –
December 31) of this Grant Agreement.
2. City of Fort Collins may not submit requests for reimbursements more than once per month.
Reimbursement requests must be within the limits of this Grant Agreement. City of Fort Collins
will be reimbursed based on the ratio of State Funds share and Local Funds share set forth in the
Project Budget above.
3. City of Fort Collins must submit the final invoice(s) within sixty (60) calendar days of December
31, 2021, and submit a Grant Closeout/Liquidation (GCL) Form in COTRAMS within fifteen (15)
calendar days of issuance of the final reimbursement payment.
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F. Training
In an effort to enhance transit safety, City of Fort Collins and any subrecipients and subcontractors shall make a
good faith effort to ensure that appropriate training of agency and contracted personnel is occurring and that
personnel are up to date in appropriate certifications. In particular, City of Fort Collins shall ensure that driving
personnel are provided professional training in defensive driving and training on the handling of mobility devices
and transporting older adults and people with disabilities.
G. Safety Data
City of Fort Collins and any subrecipients shall maintain and submit, as requested, data related to bus safety. This
may include, but not be limited to, the number of vehicle accidents within certain measurement parameters set forth
by CDOT, the number and extent of passenger injuries or claims, and the number and extent of employee accidents,
injuries, and incidents.
H. Restrictions on Lobbying
City of Fort Collins is certifying that it complies with 2 CFR 200.450 by entering into this Grant Agreement.
I. Mutual Cooperation
By entering into this Grant Agreement, City of Fort Collins agrees to cooperate with CDOT and other agencies in
the Bustang and Bustang Outrider Network* (Network) to help maintain the positive image of the established, high -
profile statewide network brand and work with CDOT and other Network agencies to achieve the goals of the
statewide transportation program, which include safe transport and connectivity for those using transit services and
transit facilities. The premise of such cooperation is predicated o n the performance of the scheduled and contracted
services as agreed to between City of Fort Collins and CDOT in this Grant Agreement. In the event of service
changes, service disruption, and/or service cancellations, City of Fort Collins shall immediately notify CDOT, the
public, and the Network to allow for the planning of alternate methods of transportation. To act in the best interest of
passengers and the State of Colorado, collaboration among the Network agencies is necessary to mitigate
emergencies and respond to daily operational challenges.
* The routes and transit centers of the Bustang and Bustang Outrider Network are reflected on the map below.
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J. Special Conditions
1. City of Fort Collins will comply with all requirements imposed by CDOT on City of Fort Collins
so that the state award is used in accordance with state statutes, regulations, and the terms and
conditions of the state award.
2. City of Fort Collins must permit CDOT and their auditors to have access to City of Fort Collins’s
records and financial statements as necessary, with reasonable advance notice.
3. City of Fort Collins shall maintain and report annually all information required by the National
Transit Database and any other financial, fleet, service data set forth by the CDOT for the purpose
of annual reporting required of CDOT.
4. City of Fort Collins shall comply and will ensure subcontractors and subrecipients comply with
Federal U.S. Department of Transportation (DOT) Drug and Alcohol Regulations.
5. City of Fort Collins shall ensure that it does not exclude from participation in, deny the benefits of,
or subject to discrimination any person in the United States on the ground of race, color, national
origin, sex, age or disability in accordance with Title VI of the Civil Rights Act of 1964.
6. City of Fort Collins shall seek to ensure non-discrimination in its programs and activities by
developing and maintaining a Title VI Program in accordance with the “Requirements for FTA
Subrecipients” in CDOT’s Title VI Program Plan and Federal Transit Administration Circular
4702.1B, “Title VI Requirements and Guidelines for FTA Recipients.” The Party shall also
facilitate FTA’s compliance with Executive Order 12898 and DOT Order 5610.2(a) by
incorporating the principles of environmental justice in planning, project development and public
outreach in accordance with FTA Circular 4703.1 “Environmental Justice Policy Guidance for
Federal Transit Administration Recipients.”
7. City of Fort Collins will provide transportation services to persons with disabilities, in accordance
with Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.
8. City of Fort Collins shall develop and maintain an ADA Program in accordance with 28 CFR Part
35, Nondiscrimination on the Basis of Disability in State and Local Government Services, FTA
Circular 4710.1, and any additional requirements established by CDOT for FTA subrecipients.
9. City of Fort Collins shall ensure that it will comply with the Americans with Disabilities Act,
Section 504 of the Rehabilitation Act, FTA guidance, and any other federal, state, and/or local
laws, rules and/or regulations. In any contract utilizing federal funds, land, or other federal aid,
City of Fort Collins shall require its subrecipients and/or contractors to provide a state ment of
written assurance that they will comply with Section 504 and not discriminate on the basis of
disability.
10. City of Fort Collins shall agree to produce and maintain documentation that supports compliance
with the Americans with Disabilities Act to CDOT upon request.
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EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
Insert the Option Number (e.g. "1" for the first
option)
Grantee
Insert Grantee's Full Legal Name, including "Inc.",
"LLC", etc...
Original Agreement Number
Insert CMS number or Other Contract Number of the
Original Contract
Current Grant Agreement Amount
FASTER Funds Maximum Amount
Initial Term
Option Agreement Number
Insert CMS number or Other Contract Number of
this Option
State Fiscal Year 20xx $0.00
Extension Terms Agreement Performance Beginning Date
The later of the Effective Date or Month, Day, Year State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00 Current Agreement Expiration Date
Month, Day, Year State Fiscal Year 20xx $0.00
Local Funds $0.00
Total for All State Fiscal Years $0.00
1. OPTIONS:
A. Option to extend for an Extension Term or End of Term Extension.
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) 2.B/2.C of the Original Agreement referenced
above, the State hereby exercises its option for an additional term/end of term extension, beginning Insert
start date and ending on the current agreement expiration date shown above, at the rates stated in the
Original Agreement, as amended.
B. For use with all Option 1(A): The Grant Agreement Amount table on the Agreement’s Cover Page is
hereby deleted and replaced with the Current Grant Agreement Amount table shown above.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is
later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By: ________________________________________
David Krutsinger, Director,
Division of Transit and Rail
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, TITLE VI – CIVIL RIGHTS
Nondiscrimination Requirements
The Parties shall not exclude from participation in, deny the benefits of, or subject to discrimination
any person in the United States on the ground of race, color, national origin, sex, age or disability.
During the performance of this Agreement, the Grantee, for itself, its assignees and successors in
interest (hereinafter referred to as the “Grantee”) agrees as follows:
(1) Compliance with Regulations: The Grantee shall comply with the Regulation relative to
nondiscrimination in federally-assisted programs of the Department of Transportation
(hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be
amended from time to time, (hereinafter referred to as the “Regulations”), which are herein
incorporated by reference and made a part of this Agreement.
(2) Nondiscrimination: The Grantee, with regard to the Work performed by it during the
Agreement, shall not discriminate on the grounds of race, color, national origin, or sex in
the selection and retention of subgrantees, including procurements of materials and leases
of equipment. The Grantee shall not participate either directly or indirectly in the
discrimination prohibited by section 21.5 of the Regulations, including employment
practices when the Agreement covers a program set forth in Appendix B of the Regulations.
(3) Solicitations for Subgrantees, Including Procurements of Materials and Equipment: In all
solicitations either by competitive bidding or negotiation made by the Grantee for Work to
be performed under a subcontract, including procurements of materials or leases of
equipment, each potential subgrantee or supplier shall be notified by the Grantee of the
Grantee's obligations under this Agreement and the Regulations relative to
nondiscrimination on the grounds of race, color, national origin or sex.
(4) Information and Reports: The Grantee shall provide all information and reports required
by the Regulations or directives issued pursuant thereto, and shall permit access to its
books, records, accounts, other sources of information, and its facilities as may be
determined by the Colorado Department of Transportation to be pertinent to ascertain
compliance with such Regulations, orders and instructions. Where any information
required of a Grantee is in the exclusive possession of another who fails or refuses to
furnish this information the Grantee shall so certify to the Colorado Department of
Transportation as appropriate, and shall set forth what efforts it has made to obtain the
information.
(5) Sanctions for Noncompliance: In the event of the Grantee's noncompliance with the
nondiscrimination provisions of this Agreement, the Colorado Department of
Transportation shall impose such contract sanctions as it may determine to be appropriate,
including, but not limited to:
(a) withholding of payments to the Grantee under the Agreement until the Grantee
complies, and/or
(b) cancellation, termination or suspension of the Agreement, in whole or in part.
(6) Incorporation of Provisions: The Grantee shall include the provisions of paragraphs (1)
through (6) in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Regulations, or directives issued pursuant thereto.
The Grantee shall take such action with respect to any subcontract or procurement as the Colorado
Department of Transportation may direct as a means of enforcing such provisions including
sanctions for non-compliance; provided, however, that, in the event a Grantee becomes involved in,
or is threatened with, litigation with a subgrantee or supplier as a result of such direction, the Grantee
may request the Colorado Department of Transportation to enter into such litigation to protect the
interests of the Colorado Department of Transportation.
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