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HomeMy WebLinkAbout2021-064-06/01/2021-Authorizing the execution of two intergovernmental agreements with the Colorado department of transp( RESOLUTJON 2021-064 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING THE EXECUTION OF TWO INTERGOVERNMENTAL AGREEMENTS WITH THE COLORADO DEPARTMENT OF TRANSPORTATION TO AWARD VOLKSWAGEN SETTLEMENT FUNDS FOR REPLACEMENT ELECTRIC VEHICLE AND INFRASTRUCTURE PURCHASE WHEREAS,Volkswagen Group of American and related entities (collectively “Volkswagen”)violated the federal Clean Air Act (“Act”)by knowingly selling vehicles with diesel engines that emitted more air pollution than the Actallowed;and WHEREAS,Volkswagen partially settled its civil liability for violation of the Act by agreeing to pay $2.9 billion into an environmental mitigation trust fund (“mitigation funds”),to be administered by an independent trustee;and WHEREAS,in Colorado,the mitigation funds are overseen by the Colorado Department of Public Health and Environment and the Colorado Department of Transportation (“CDOT”);and WHEREAS,eligible transit agencies were able to apply for these settlement funds to replace diesel vehicles with alternative fueled vehicles;and WHEREAS,the City’s Transportation Department applied for and received $552,200 from the Volkswagen mitigation funds,which do not require a local match and were previously budgeted and appropriated for such vehicle replacement through the 2021 BFO process;and WHEREAS,the Transportation Department plans to purchase a 35’battery electric bus and necessary charging infrastructure,which aligns with the City’s Climate Action Plan goals of reducing greenhouse gas emissions;and WHEREAS,City Council believes it is in the City’s best interests to support the Climate Action Plan goals by approving the Transportation Department’s acceptance of the Volkswagen mitigation funds by entering into the State of Colorado Grant Agreements attached hereto as Exhibits “A”and “B”and incorporated herein by this reference (the “CDOT Settlement Fund IGAs”). NOW,THEREFORE,BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section I.That the City Council hereby makes any and all determinations and findings contained in the recitals set forth above. Section 2.That City Council authorizes the Mayor to execute,on behalf of the City, the CDOT Settlement Fund IGAs in substantially the form attached hereto as Exhibits “A,”and “B”with such additional or modified terms and conditions as the City Manager,in consultation with the City Attorney,determines to be necessary and appropriate to protect the interests of the City or effectuate this Resolution. ‘C Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 1st day of June,A.D.2021. ATTEST: -A City Cl-/ EXHIBII A ~~ctjSigfl EnvelOPe ID:8575F1 BD.B2AFAE82~30P~A58F67~ STATE OF cOLORADO GRANT AGREEMENTCOVERPAGE State Agency Agreement Number/fl Number Department of TransPortatIOn 21 ~llTRzL.0~56f4db0024O2 Grantee Agreement Performance Beginning Date CITY OF FORT COLLINS The Effective DateInitialAgreement Expiration Date Grant Agreement Amount December 31.2023 Settlement Funds Maximum Amount Fund Expenditure End Date State Fiscal Year 2021 $100,000.00 December 31.2023 Local Funds $0.00 Agreement Authority AuthoritY to enter into this Agreement exists in Total for all State Fiscal Years $100,000.00 CRS §~43~l-l06.43~I-Il0,43-1-117.5,43-2-Iol(4)(c).43-4-811(2). The purpose of this Grant is for COOT to disburse Settlement Program Funds to Grantee to conduct work Agreement Purpose within the provisiofl5 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 ~~~0nsistenCy shall be resolved by reference to the documents in the following order of priority: I.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:I or Grantee: Moira Moon Kaley Zeisel Division of Transit and Rail CITY OF FORT COLLINS 2829W.Howard P1.P0 BOX 580 Denver,CO 80204 FORT COLLINS.CO 80522.0580 moira.m00n a state.c0.us kzeisel a fcgov.com Contract Numwr 21 .HTR.iL00156l49b0024O2 rage I or 25 VersiOn 10 30119 EXHIBIT A I’ I I’I I.’ I I 1£, •I ••I •.••p. ••‘‘Ii II ••• •11.11 II I I •• PARTIES This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the “Grantee”),and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the “State”).Grantee and the State agree to the terms and conditions in this Agreement. 2.TERM AND EFFECTIVE DATE A.Effective Date This Agreement shall not be valid or enforceable until the Effective Date,and the Grant Funds shall be expended by the Fund Expenditure End Date shown on the 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 execution of a replacement Agreement or modification extending the total term of this Agreement. Contract Number 2141TR.ZLMOIS6/49100246?Page 3 or2 Version 10/30/19 c”EXHIBIT A DocuSign Envelope ID 8575F18D-B2AF-4E82-A3CA-A5BF67B42FED I.“Exhibits”means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement. 3.“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,ct seq.,CR5.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. 0.“Initial Term”means the time period defined in §2.8. 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.“P11”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.P11 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 P11,and State personnel records not subject to disclosure under CORA.State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State.which has been communicated,furnished,or disclosed by the State to Grantee which (i)is subject to disclosure pursuant to CORA;(ii)is already known to Grantee without restrictions at the time of its disclosure to Grantee;(iii)is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State;(iv) is disclosed to Grantee,without confidentiality obligations,by a third party who has the right to disclose such information;or (v)was independently developed without reliance on any State Confidential Information. U.“State Fiscal Roles”means the fiscal rules promulgated by the Colorado State Controller pursuant to §24- 30-202(1 3)(a),C.R.S. V.“State Fiscal Year”means a 12 month period beginning on July I 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, “Subcontraetor~’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,know-how,information,and Conimet Number 21.I-ITR-ZL-00156/491002402 PageS of 25 Version 10/3019 C-EXHIBIT A DocuSign Envelope ID 8575F18D-B2AF-4E82-A3CA-A58F67B42FED Funds,the State’s obligation to pay Grantee shall be contingent upon such non-State funding continuing to be made available for payment.Payments to be made pursuant to this Agreement shall be made only from Grant Funds,and the State’s liability for such payments shall be limited to the amount remaining of such Grant Funds.If State,federal or other funds are not appropriated,or otherwise become unavailable to fund this Agreement,the State may,upon written notice,terminate this Agreement,in whole or in part,without incurring further liability.The State shall,however,remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date ofnotice of termination. and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §Z.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 ol’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 adlust 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 changc 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.Grante&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.[he State will withhold S°o 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 Contmct Number 21 IflR ZL-001561491002402 Page 7 of 25 Version 10130 19 (P EXHIBIT A DocuSign Envelope ID 8575F I 8D-B2AF-4E82-A3CA-A58F67B42FED 8.CONFIDENTIAL INFORMATION -STATE RECORDS A.Confidentiality Grantee shall keep confidential,and cause all Subcontractors to keep confidential,all State Records,unless those State Records are publicly available.Grantee shall not,without prior written approval of the State,use, publish,copy,disclose to any third party,or permit the use by any third party of any State Records,except as otherwise stated in this Agreement,permitted by law or approved in writing by the State.Grantee shall provide for the security of all State Confidential Information in accordance with all applicable laws,rules, policies,publications,and guidelines.Grantee shall immediately forward any request or demand for State 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 State Confidential Information. D.Incident Notice and Remediation If Grantee becomes aware of any Incident.Grantee shall notify the State immediately and cooperate with the State regarding recovery,remediation,and the necessity to involve law enforcement,as determined by the State.Unless Grantee can establish that Grantee,and its agents.employees,and Subcontractors are not the cause or source of the Incident.Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident.After an Incident.Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State.which may include,but is not limited to. developing and implementing a remediation plan that is approved by the State at no additional cost to the State.The State may adjust or direct modifications to this plan,in its sole discretion and Grantee shall make all modifications as directed by the State.If Grantee cannot produce its analysis and plan within the allotted time,the State,in its sole discretion,may perform such analysis and produce a remediation plan,and Grantee shall reimburse the State for the reasonable costs thereof.The State may.in its sole discretion and at 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 Agreement,including the requirements of any Exhibits hereto,at all times.As used in this section.the protections afforded Work Product only apply to Work Product that requires confidential treatment. F.Safeguarding P11 If Grantee or any of its Subcontractors will or may receive P11 under this Agreement.Grantee shall provide for the security of such P11.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. Contract Number 21-[ITR-ZL-00156 491002402 Page 9 of 25 Version 10/30)19 (0’EXHIBIT A DocuS gn Envelope ID 8575F1 8D-B2AF-4E82-A3CA-A58F67B42FE0 D.Protected Information Liability insurance covering all loss of State Confidential information,such as P11,PHi.PCI.Tax Information,and Cii,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.$1,000,000 general aggregate. F.Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: i.$l.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. 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 Grantce and Grantee shall forward such notice to the State in accordance with §1 4 within 7 days of Grantee’s receipt of such notice. Subrogation Waiver All insurance policies secured or maintained by Grantee or its Subcontractors in relation to this Agreement shall include clauses stating that cach 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. ci seq.CR5.(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 ofthe 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 Contract Number 21 -HTR-7 L-O0 156/491002402 Page II of 25 Vers,on 10130 19 (0 EXHIBIT A DocuSign Envelope ID 8575F18D-B2AF-4E82-A3CA-A58F67B42 a.Suspend Performance Suspend Grantee’s performance with respect to all or any portion of the Work pending corrective action as specified by the Slate 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 Properly If any Work infringes,or if the Slate 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. 3.Resolution of Controversies If the initial resolution described in §I3.A fails to resolve the dispute within 10 Business Days,Grantee shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency named on the Cover Page of this Agreement as described in §24-101-301(30),C.R.S.,for resolution following the same resolution of controversies process as described in §~24-l06-l09.and 24-109-101.1 through 24-109-505,CR5.,(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 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 Contract Number 21 -IITR.ZL’OOI 56/491002402 Page 13 or 25 Version 10/30 19 EXHIBIT A DocuSign Envelope ID 8575F1 3D-2AF-4E82-A3CA-A58F67B42FED C.Binding Effect Except as otherwise provided in §16A.,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 thc performance of such Party’s obligations have been duly authorized. E.Captions and References The captions and headings in this Agreement are for convenience of reference only,and shall not be used to interpret,define,or limit its provisions.All references in this Agreement to sections (whether spelled out or using the §symbol),subsections,exhibits or other attachments,are references to sections,subsections. exhibits or other attachments contained herein or incorporated as a part hereof,unless otherwise noted. F.Counterparts This Agreement may be executed in multiple,identical,original counterparts,each of which shall be deemed to be an original,but all of which.taken together,shall constitute one and the same agreement. G.Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work,and all prior representations and understandings related to the Work,oral or written,are merged into this Agreement.Prior or contemporaneous additions,deletions,or other changes to this Agreement shall not have any force or effect whatsoever,unless embodied herein. H.Digital Signatures If any signatory signs this Agreement using a digital signature in accordance with the Colorado State Controller Contract,Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules,then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Agreement by reference. I.Modification Except as otherwise provided in this Agreement,any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement,properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules.Modifications permitted under this Agreement,other than Agreement amendments,shall conform to the policies issued by the Colorado State Controller. J.Statutes.Regulations,Fiscal Rules,and Other Authority Any reference in this Agreement to a statute,regulation.State Fiscal Rule,fiscal policy or other authority shall be interpreted to refer to such authority then current,as may have been changed or amended since the Effective Date of this Agreement. K.External Terms and Conditions Notwithstanding anything to the contrary herein,the State shall not be subject to any provision included in any terms,conditions,or agreements appearing on Grantee’s or a Subcontractor’s website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Agreement. L.Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect,provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. M.Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. N.Taxes The State is exempt from federal excise taxes under I.R.C.Chapter 32(26 U.S.C..SubtitleD.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(l),el seq.,CR5.(Colorado Sales Tax Exemption Identification Number Coniiaci Number 21.I-ITR-ZL.00156/49t002402 Page 15 of 25 Version 10/3019 EXHIBIT A DocuSign Envelope ID 8575F1 BD-B2AF-4E82-A3CA-A58F67B42FED 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 elTect 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 termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST,§~24-I8-20l and 24-50-507, C.R.S. The signatories aver that to their knowledge,no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement.Grantee has no interest and shall not acquire any interest,direct or indirect,that would conflict in any manner or degree with the performance of Grantee’s services and Grantee shall not employ any person having such known interests. VENDOR OFFSET AND ERRONEOUS PAYMENTS.§~24-30-202(I)and 24-30-202.4,C.R.S. INot applicable to intergovernmental agreementsl Subject to §24-30-202.4(3.5).C.R.S..the State Controller may withhold payment under the State’s vendor ofThct 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-I0I,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 orjudicial 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 Contract Number 2 I-[ITR.ZL.o01561491002402 Page 17 or2S Version 10130/19 Address EXHIBIT A DocuSign Envelope ID 8575F1 BD-B2AF-4E82-ASCA-A58F67B42FED EXHIBIT A,STATEMENT OF WORK AND BUDGET Project Description 202 I-Settlement:One (I)Charger Project End Date December 31,2023 Subrecipient Fort Collins,City of DUNS #078362597 Contact Name Kaley Zeisel Vendor #2000023 250 N Mason Street Phone #(970)224-6067 Fort Collins.CO 80522-0580 u.s.805220580 Email kzeisel~fcgov.com Indirect Rate N/A WBS*23828.10.50 11.52.03 Total Project Budget $100,000.00 Settlement Program Funds $100,000.00 Total Project Amount Encumbered via this Grant Agreement $100,000.00 tThe WBS numbers may be replaced without changing the amount of the grant at CDO l”s discretion. A.Definitions I.Acquisition vehicle(s):The specific alternative-fueled bus or buses identified herein to replace the qualifying vehicle(s)of like size,capacity,and class. 2.Colorado Beneficiary Mitigation Plan (BMP):The State of Colorado’s Beneficiary Mitigation Plan summarizes how Colorado plans to use funds in the Volkswagen Diesel Emissions Settlement Trust (Trust),of which the State of Colorado was designated an eligible beneficiary, including the certain categories of eligible mitigation actions determined appropriate to achieve the goals of the Trust.For this Statement of Work,this definition refers to the 2018 BMP. 3.Chargine equipment:Devices specifically associated with and required for the operation of the electric vehicle(s)purchased with Settlement Program funds. 4.Equipment installation:Work and materials associated with and required for the installation of eligible charging equipment. 5.Incremental cost:The difference between the cost of a conventional-fueled bus of like size. capacity,and class to a qualifying vehicle and the cost of an acquisition vehicle,as related to the incentive formula defined in the BMP. 6.Oualifying vehicle(s):The specific conventional-fueled bus(es)identified herein for replacement which is drivable and has been registered,insured,and operated in Colorado for the previous two (2)years. a.Operated:Three (3)or more preventative maintenance cycles OR 15,000 or more transit revenue service miles OR 1,250 or more transit revenue service hours amassed during the previous two (2)years. 7.Scraoned vehicle(s):The specific qualifying vehicle(s)being replaced and scrapped as required by the T rust and BMP. 8.Scrapping (also scrap.scrapped):The specific action required by the Trust and BMP that the qualifying vehicle(s)replaced by the acquisition vehicle(s)purchased with Settlement Program Contraci Number 21-I-ITR-ZL-001561491002402 Page 19 of 25 Version 10)30119 EXHIBIT A DocuSign Envelope ID:8575F18D-B2AF-4E82-A3CA-A58F67B42FE0 a.City of Fort Collins agrees to collaborate with CDOT to support research and analytical initiatives related to the project that mutually benefit the successful implementation and operation of the project.which may include,among other things,sharing with or providing access to CDOT or its designee to telemetric data generated by the charging equipment (if any). IX Project Budget I.The Total Project Budget is $100,000.00 CDOT will pay no more than the eligible,actual project costs,up to the maximum amount of $100,000.00.CDOT will retain any remaining balance of the Settlement Program 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 Settlement Program funds for eligible, actual costs.For CDOT accounting purposes,the Settlement Program funds of$100,000.00 will be encumbered for this Grant Agreement. 2.Per the terms of this Grant Agreement,CDOT shall have no obligation to provide state funds for use on this project.CDOT will administer Settlement Program funds for this project under the terms of this Grant Agreement,provided that the share of Settlement Program funds to be administered by CDOT are made available and remain available. F.Procurement Procurement of the charging equipment and equipment installation will comply with state procurement procedures and the DTR Quick Procurement Guide.In addition to the state requirements outlined below,state procedures for purchase of the charging equipment must be followed and will be outlined prior to purchase. I.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,City of Fort Collins shall request a Purchase Authorization (PA).and submit a vendor quote for the charging equipment in COTRAMS. 4.Upon delivery,City of Fort Collins shall be responsible for having the charging equipment inspected and accepted within fifteen (15)calendar days ordelivery.If defects prevent acceptance of the charging equipment,City of Fort Collins will contact the vendor to resolve any defects and notify CDOT. 5.City of Fort Collins shall be responsible for reimbursing the selected vendor within forty-five (45) calendar days after acceptance of the charging equipment. F.Reimbursement Eligibility Reimbursement for eligible project costs incurred will be paid to City of Fort Collins according to the requirements below for those eligible costs incurred during the Grant Agreement elTective dates. Request for reimbursement shall be made following City of Fort Collins’s acceptance of and payment for the charging equipment and equipment installation.I OO°o of final,eligible charging equipment and equipment installation costs will be reimbursed upon City of Fort Collins’s submission in COTRAMS of a reimbursement packet that includes the following completed documents: •Independent Cost Estimate (ICE) •Procurement Concurrence Request (PCR) •Purchase Authorization (PA) •Signed Notice of Acceptance (NA) •Invoice Contract Number 21-[ITR-ZL 00 156/491002402 Page 21 or2S Version 10/30 19 EXHIBIT A DocuSign Envelope ID 8575F18D-B2AF-4E82-A3CA-A5BF67B42FED purchase,issued purchase order,or leased capital equipment prior to execution of this Grant Agreement. City of Fort Collins shall ensure that it does not c\clude Irom parlicipation in.deny the benefits oL or subject to discrimination any person in the I niled States on the ground of race,color,national origin,sex,age or disability in accordance with litlc VI ot’the Civil Rights Act of 1964. City of Fort Collins shall seek to ensure non—discrimination in its programs and acti~iLies by dcveloping and maintaining al itle VI Program in accordance with the ~Rcquirements Fr F l’A .Suhrecipients”in CDO’l’’s ‘I itle VI Program Plan and Federal ‘l’ransit Administration (‘ir cular 4702.1 B.“l’itle VI Requirements and Guidelines (hr VIA Recipients.”[he I’arty shall also liteilitate II A’s compliance with l~xectmti~e Order 12898 and 1)01’Order 5610.2(a)by incorporating the principles olenvim’onmenial justice in planning.project development and public outreach in accordance with I IA Circular 4703.1 “I nvironmental ,Iuslice Policy Guidance (hr I’ederal I ransit Administration Recipients.” 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 scq. City of Fort Collins shall de~eIop and maintain an ADA Program in accordance with 28 CFR Part 35.Nondiscrimination on the Basis of I)sability in Stale and I ocal Government Services,l”l’A Circular 4710.1.and any additional req i’remcnts established by (1)01 br I IA subrecipients. City of Fort Collins shall ensure that it will comply with the Americans with Disabilities Act. Sect ion 504 ol’the Rehabilitation Act.I IA guidance.and ally’other lèderal,state,and/or local laws.rules and/or regulations.In any conlract ul i wing fidcral hinds.land.or other federal aid. City of Fort Collins shall require its subrecipients and/or contractors to provide a statement oF written assttranee that they will eompk with Section 504 and not discri innate on the basis of disability. City of Fort Collins shall agree to produce and maintain documentation that suppom’ts compliance with the Americans with Disabilities Act to CDO’I’upon request. Contract Number 21 -t-ITR’ZL’OOI 56/491002402 Page 23 of 25 Version 10/30 19 C EXHIBIT A DocuSign Envelope ID 8575F16D-B2AF-4E82-A3CA-ASBF67B42FED 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 itselt its assignees and successors in interest (hereinafter referred to as the ~‘Grantee”)agrees as follows: (I)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 ofthe 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 procuremcnts 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 (I) 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 ofsuch 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. Contraci Number 21 .HTR.7L.OOI56/491002402 Page 25 e125 Version 10/30/19 EXHIBIT B DocuSign Envelope ID El 2787E4-97A-4199-92A6-6967901 89317 STATE OF COLORADO GRANT AGREEMENT COVER PAGE State Agency Agreement NumberfPO Number Department of Transportation 21 -IITR-ZL-00 157/491002403 Grantee Agreement Performance Beginning Date CITY OF FORT COLLINS The Effective Date __________________________________________________Initial Agreement Expiration Date Grant Agreement Amount December 31,2024 Settlement Funds Maximum Amount Fund Expenditure End Date State Fiscal Year 2021 $552,000.00 December 31,2024 Local Funds $50,000.00 Agreement Authority Authority to enter into this Agreement exists in Total for all Slate Fiscal Years $552,000.00 CRS §*43-l-106.43-1-110,43-1-117.5.43-2- lOI(4)(c).43-4-811(2). Agreement Purpose The purpose of this Grant is for CDOT to disburse Seltlement 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: I.Exhibit A.Statement of Work and Budget. 2.Exhibit B,Acquisition Vehicle Cost Reimbursement Worksheet. 3.Exhibit C.Sample Option Letter. 4.Exhibit D,Title VI-Civil Rights. In the event of a conflict or inconsistency between this Agreement and any Exhibitor attachment,such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: I.Exhibit D,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:For Grantee: Moira Moon Kaley Zeisel Division of Transit and Rail CITY OF FORT COLLINS 2829 W.Howard P1.P0 BOX 580 Denver,CO 80204 FORT COLLINS.CO 80522-0580 mo ira.moon@state.co.us kzeisel ©fcgov.com Contract Number 21.HTR.ZL-00I57 491002403 Page I o127 Version 10130/19 (F•’EXHIBIT B OocuSign Envelope ID E12787E4-C97A-4199-92A6-696790189317 TABLE OF CONTENTS I.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.CONFLICTSOFINTEREST 10 10.INSURANCE 10 II.BREACI-IOFAGREEMENT 12 12.REMEDIES 12 13.DISPUTE RESOLUTION 13 14.NOTICES and REPRESENTATIVES 13 IS.RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 14 16.GENERAL PROVISIONS 14 17.COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)16 I.PARTIES This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the “Grantee”),and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the “State”).Grantee and the State agree to the terms and conditions in this Agreement. 2.TERM AND EFFECTIVE DATE A.Effective Date This Agreement shall not be valid or enforceable until the Effective Date,and the Grant Funds shall be expended by the Fund Expenditure End Date shown on the 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 or afler the Fund Expenditure End Date,lithe 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 l’erm”).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 execution of a replacement Agreement or modification extending the total term of this Agreement. Conimet Number 21-IITR-ZL-00157 491002403 Page)of 27 Version 10/30/19 EXHIBIT B Docusign Envelope ID:El 2787E4-C97A-4l 99~92A6-696790l 89317 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 arc 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. 0.“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.“P11”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.P11 includes, but is not limited to,all information defined as personally identifiable information in §*24-72-501 and 24- 73-101,CR5. 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 P11.and State personnel records not subject to disclosure under CORA.State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State.which has been communicated,furnished,or disclosed by the State to Grantee which (i)is subject to disclosure pursuant to CORA;(ii)is already known to Grantee without restrictions at the time of its disclosure to Grantee;(iii)is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State;(iv) is disclosed to Grantee,without confidentiality obligations,by a third party who has the right to disclose such information;or (v)was independently developed without reliance on any State Confidential Information, U.“State Fiscal Rules”means the fiscal rules promulgated by the Colorado State Controller pursuant to §24- 30-202(1 3)(a),C,R.S, V.“State Fiscal Year”means a 12 month period beginning on July I 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,know-how,information,and Coniraci Number 21.[ITR-ZL’00I57 491002403 PageS of 27 Version 10/30/19 EXHIBIT B DocuSign Envelope ID E12787E4-C97A-4199-92A6-696790189317 Funds,the State’s obligation to pay Grantee shall be contingent upon such non-Statc 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 oftermination. and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §Z.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 ofthe 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 Contract Number 21-IITR ZL 00157491002403 Page 7 or27 Version 10/30/19 C-EXHIBIT B Docusign Envelope ID El 2787E4-C97A-41 99-92A6-6967901 89317 8.CONFIDENTIAL INFORMATION -STATE RECORDS A.Confidentiality Grantee shall keep confidential,and cause all Subcontractors to keep confidential,all State Records,unless those State Records are publicly available.Grantee shall not,without prior written approval of the State.use. publish,copy,disclose to any third party,or permit the use by any third party of any State Records,except as otherwise stated in this Agreement,permitted by law or approved in writing by the State.Grantee shall provide for the security of all State Confidential Information in accordance with all applicable laws,rules, policies,publications,and guidelines.Grantee shall immediately forward any request or demand for State Records to the State’s Principal Representative identified on the Cover Page of this Agreement. H.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 State Confidential Information. 0.Incident Notice and Remediation If Grantee becomes aware of any Incident,Grantee shall notify the State immediately and cooperate with the State regarding recovery,remediation,and the necessity to involve law enforcement,as determined by the State.Unless Grantee can establish that Grantee,and its agents,employees,and Subcontractors are not the cause or source of the Incident.Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident.After an Incident,Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State,which may include,but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State.The State may adjust or direct modifications to this plan,in its sole discretion and Grantee shall make all modifications as directed by the State.If Grantee cannot produce its analysis and plan within the allotted time,the State,in its sole discretion.may perform such analysis and produce a remediation plan,and Grantee shall reimburse the State for the reasonable costs thereof.The State may,in its sole discretion and at 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 Agreement,including the requirements of any Exhibits hereto,at all times.As used in this section,the protections afforded Work Product only apply to Work Product that requires confidential treatment. F.Safeguarding P11 If Grantee or any of its Subcontractors will or may receive P11 under this Agreement.Grantee shall provide for the security of such P11,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. Conlmcl Number 21 -[ITR-ZL-O0 157491002403 Page 9 or 27 Version 10/30 19 (P’EXHIBIT B DocuSign Envelope ID E12787E4-C97A-4199-92A6-696790189317 D.Protected Information Liability insurance covering all loss of State Confidential Information,such as P11,PHI.PCI,Tax Information,and DI.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. 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. ci 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 ofthe 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 Contmcl Number 2I-BTR-ZL’00157 491002403 Page II of 27 Version 10130 19 EXHIBIT B DocuSign Envelope ID:El 2787E4-C97A-41 99-92A6-6967901 89317 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 Grantce corrects its Work. c.Deny Payment Deny paymcnt for Work not performed,or that due to Grantee’s actions or inactions,cannot be performed or if they were performed arc 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 described in §*24-106-109,and 24-109-101.1 through 24-109-505,C.R.S.,(collectively,the “Resolution Statute&’),except that if Grantee wishes to challenge any decision rendered by the Procurement Official,Grantee’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration,or their delegate,in the same manner as described in the Resolution Statutes before Grantee pursues any further action.Except as otherwise stated in this Section,all requirements of the Resolution Statutes shall apply including,without limitation,time limitations regardless of whether the Colorado Procurement Code applies to this Agreement. 14.NOTICES and REPRESENTATIVES Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the principal representative of the designating Party.All notices required or permitted to be given under this Agreement shall be in writing,and shall be delivered (A)by hand with receipt required.(B)by certified or registered mail to such Party’s principal representative at the address set forth 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 Contract Number 2I4ITR.ZL.00157 491002403 Page 13 or27 Version 10/30/19 C EXHIBIT B Docusign Envelope ID El 2787E4-C97A-41 99-92A6-6967901 89317 C.Binding Effect Except as otherwise provided in §16.4.,all provisions ol’this Agreement,including the benefits and burdens, shall extend to and be binding upon the Parties’respective successors and assigns. D.Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations have been duly authorized. E.Captions and References The captions and headings in this Agreement are for convenience of reference only,and shall not be used to interpret,define,or limit its provisions.All references in this Agreement to sections (whether spelled out or using the §symbol),subsections,exhibits or other attachments,are references to sections.subsections. exhibits or other attachments contained herein or incorporated as a part hereof,unless otherwise noted. F.Counterparts This Agreement may be executed in multiple,identical,original counterparts,each of which shall be deemed to be an original,but all of which,taken together,shall constitute one and the same agreement. G.Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work,and all prior representations and understandings related to the Work,oral or written,are merged into this Agreement.Prior or contemporaneous additions,deletions,or other changes to this Agreement shall not have any force or effect whatsoever,unless embodied herein. H.Digital Signatures If any signatory signs this Agreement using a digital signature in accordance with the Colorado State Controller Contract,Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules,then any agreement or consent to use digital signatures within the electronic systcm through which that signatory signed shall be incorporated into this Agreement by reference. I.Modification Except as otherwise provided in this Agreement,any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement,properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules.Modifications permitted under this Agreement,other than Agreement amendments,shall conform to the policies issued by the Colorado State Controller. J.Statutes,Regulations,Fiscal Rules,and Other Authority Any reference in this Agreement to a statute,regulation.State Fiscal Rule,fiscal policy or other authority shall be interpreted to refer to such authority then current,as may have been changed or amended since the Effective Date of this Agreement. K.External Terms and Conditions Notwithstanding anything to the contrary herein,the State shall not be subject to any provision included in any terms,conditions,or agreements appearing on Grantee’s or a Subcontractor’s website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Agreement. L.Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect,provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. M.Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. N.Taxes The State is exempt from federal excise taxes under I.R.C.Chapter 32(26 U.S.C..SubtitleD.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),ci seq.,C.R.S.(Colorado Sales Tax Exemption Identification Number Contraci Number 2l-I-ITR-ZL-00I57 491002403 Page 15 or27 Version 1030/19 C”EXHIBIT B Docusign Envelope ID E12787E4-C97A-4199-92A6-696790189317 interpreted as a waiver,express or implied,of any of the immunities,rights.benefits,protections,or o er 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 nre 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,CR5. I-I.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. lithe State determines that Grantee is in violation of this provision,the State may exercise any remedy available at law or in equity or under this Agreement,including,without limitation,immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST.§~24-18-20I 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,director indirect,that would conflict in any manner or degree with the performance of Grantee’s services and Grantee shall not employ any person having such known interests. .1.VENDOR OFFSET AND ERRONEOUS PAYMENTS.%24-30-202(I)and 24-30-202.4,C.R.S. INot applicable to intergovernmental agreementsj 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-I0l.et seq..CR5.;(iii)unpaid loans due to the Student Loan Division of the Department of I-ligher 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 orjudicial 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 Coniract Number 21.[ITR.ZL-OOl 57491002403 Page 17 of 27 Version 10/30/19 EXHIBIT B DocuSign Envelope ID E12787E4-C97A-41 99-92A6-6967901 89317 EXHIBIT A,STATEMENT OF WORK AND BUDGET Project Description 202 I-Settlement:One (I)Electric Vehicle Project End Date 12/31/2024 Subrecipient Fort Collins.City of DUNS #078362597 Contact Name Kaley Zeisel Vendor #2000023 Address 250 N Mason Street Phone #(970)224-6067 Fort Collins,CO 80522-0580 Email kzeisel a fcgov.com Indirect Rate N/A WBS*ALl I 1.12.02 Total Project Budget $802,000.00 Settlement Program Funds $552,000.00 State FASTER Funds $200,000.00 Local Match to State FASTER Funds $50,000.00 Total Project Amount Encumbered via this Grant Agreement $552,000.00 The WBS numbers may be replaced without changing the amount of the grant at CDOT’s discretion. A.Definitions I.Acquisition vehicle(s):The specific alternative-fueled bus or buses identified herein to replace the qualifying vehicle(s)of like size,capacity.and class. 2.Colorado Beneficiary Mitigation Plan (BMfl:The State of Colorado’s Beneficiary Mitigation Plan summarizes how Colorado plans to use funds in the Volkswagen Diesel Emissions Settlement Trust (Trust).ofwhich the State of Colorado was designated an eligible beneficiary,including the certain categories of eligible mitigation actions determined appropriate to achieve the goals of the Trust.For this Statement of Work,this definition refers to the 2018 liMP. 3.Charaina equipment:Devices specifically associated with and required for the operation of the electric vehicle(s)purchased with Settlement Program funds. 4.Equipment installation:Work and materials associated with and required for the installation of eligible charging equipment. 5.Incremental cost:The difference between the cost of a conventional-fueled bus of like size.capacity.and class to a qualifying vehicle and the cost of an acquisition vehicle,as related to the incentive formula defined in the liMP. 6.Oualifvina vehicle(s):The specific conventional-fueled bus(es)identified herein for replacement which is drivable and has been registered.insured,and operated in Colorado for the previous two (2)years prior to the submit date of the application a.Operated:Three (3)or more preventative maintenance cycles OR 15,000 or more transit revenue service miles OR 1.250 or more transit revenue service hours amassed during the previous two (2) years. 7.Scraored vehicle(s):The specific qualifying vehicle(s)being replaced and scrapped as required by the Trust and liMP. 8.Scranoina (also scrap.scrapped):‘l’he specific action required by the Trust and liMP that the qualifying vehicle(s)replaced by the acquisition vehicle(s)purchased with Settlement Program funds he rendered Contract Number 21-[ITR-ZL-00157 491002403 Page 19 of 27 Version 10/30)19 EXHIBIT B DocuSign Envelope ID El 2787E4.C97A4199-92A6-696793189317 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.City of Fort Collins must comply and submit all reimbursements and reports associated,including the assignment of”Colorado Department of Transportation~’as the lienholder on the acquisition vehicle(s)as a condition of project closeout. 5.City of Fort Collins will report (he expected date of scrapping of each qualifying vehicle to the CDOT Project Manager via email or Disposition Authorization (DA)Form in COTRAMS no less than Fourteen (14) calendar days prior to such date. 6.Performance Reporting Requirements: a.City of Fort Collins agrees to report,to CDOT or its designee.the vehicle metrics used to measure resulting project air quality benefits at thc request of CDOT,which may include vehicle mileage,usage,charging.or other data readily available through the operation olthe acquisition vehicle(s).City of Fort Collins will be required to report data at a minimum of annually or at a maximum of quarterly for a period of no less than five (5)years following the acceptance of each acquisition vehicle. b.City of Fort Collins further agrees to collaborate with CDOT to support research and analytical initiatives related to the project that mutually benefit the successful implementation and operation of the project, which may include,among other things.sharing with or providing access to CDOT or its designee to telemetric data generated by the acquisition vehicle(s). D.Project Budget I.The Total Project Budget is $802,000.00 and Settlement Budget is $552,000.00.CDOT will pay no more than the eligible,actual project costs,up to the maximum amount of $552,000.00.CDOT will retain any remaining balance of the Settlement Program 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 Settlement Program funds for eligible,actual costs.For CDOT accounting purposes,the Settlement Program funds of $552.000.00 will be encumbered for this Grant Agreement. 2.Per the terms of this Grant Agreement,CDOT shall have no obligation to provide state funds for use on this project.CDOT will administer Settlement Program funds for this project under the terms of this Grant Agreement.provided that the share of Settlement Program funds to be administered by CDOT are made available and remain available. E.Procurement Procurement of the acquisition vehicle(s)will comply with state procurement procedures and the DTR Quick Procurement Guide.In addition to the state requirements outlined below,state procedures for purchase of each of the acquisition vehicles must be followed and will be outlined prior to purchase. I.The first step in the procurement process will be to obtain Independent Cost EstimatesliCE.)for: a.the acquisition vehicle(s);and b.the conventional-fueled bus(es)of like size,capacity.and class to the qualifying vehicle(s)identified for replacement. 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,City of Fort Collins shall request a Purchase Authorization (PA).and submit a vendor aijoi~for the acquisition vehicle(s)in COTRAMS. 4.Upon delivery,City of Fort Collins shall be responsible for having the acquisition vehicle(s)inspected and accepted within thirty (30)calendar days of delivery.If defects prevent acceptance of the acquisition vehicle(s).City of Fort Collins will contact the vendor to resolve any defects and notify CIJOT. 5.City of Fort Collins shall be responsible for reimbursing the selected vendor within forty-five (45)calendar days after acceptance of the acquisition vehicle(s). Contract Number 21.I7ITR-ZLMOI5I 491002403 Page 21 of 27 Version 10/30/19 (I_EXI-tIBIT B ~~cuSign Envelope ID E12TB7E4~97~~419992P~6 City of Fort Collins shall not dispose or otherwise release,sell or otherwise transfer the State funded assets to any other party while there is ç~~aining state interest without approval from the COOT Project Manager. City of Fort Collins is responsible for making the request to the COOT Project Manager ~fl a timely manner, providing appropriate documentation~if indicated,when a lien release is being requested in order to allow COOT to process the release of a lien. COOT and City of Fort Collins will work in conjunction with Department of Revenue (00K)to assure the lien is released ~ecording to state rules. fl~~raifling 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 &e up to date in appropriate certiflcations In particul~~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 ~~~nsporting older adults and individuals with disabilitie5. j.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 COOT,the number and extent of passenger injuries or claims,and the number and extent 0f employee accidents, injuries and incidents. j.Special Conditions I.City of Fort Collins will comply with all requirements imposed by COOT on City of Fort Collins so that the Settlement Program grant is used in accordance with UMP,state statutes,regulations.and the terms and conditions of this Grant Agreement. 2.City of Fort Collins must pe~it COOT and their auditors tO have access to City of Fort Collins’s records and financial statements as ~~cessary,with reasonable advance notice. 3.City of Fort Collins must scrap one (I)qualifying vehicle for each acquisition vehicle acceptcd~and shall complete the 5crapping no later than twelve (12)months f0llowing the date of acceptance of the acquisition vehicle replacing it.City of Fort Collins may scrap any qualifying vehicle(s)at any time prior to acceptance of any acquisition vehicle(s),but shall not scrap any qualifying vehicle(s)prior to execution of this Grant Agreement. 4.Except as provided in this Grant AgreementS City of Fort Collins shall not be reimbursed for any purchasc~ issued purchase order,or leased capital equipment prior to execution of this Grant Agreement 5.City of Fort Collins shall ensure that it does not exclude from pait cipation in.deny the hcnclits of.or subject to discrimination any person in the oiled States on the ground of race.color,national origin.sex,u~e or disability in accordance with Title VI of the Civil Rights Act ol 1964. o.City of Fort Collins shall seek to ensure non_diser ~ination in its programs and activities by dc%cloPi~and~~intainIng a Title VI Program in accordan~with the ..l~equireIncntc for I IA SubreciPie~t5 in COO I s I itle VI Program Plan and Federal I ransit Admini5tratbo~Circular 4702.113.~itle VI Requirefl1~t5 and (,uidelinCS lbr FTA lteeipiellts’[he Party shall also facilitate FTA’s compliance with Executivc Order 12898 and DOT Order 5610.2(a)by ~~~~jporatIng the princiPlcS of ensifon ental justice in planning.project de~eloPn~~t and public outreach in accorda11~with FTA circular 4703.1 .4Fn~ironmentaI justice Policy Guidance Rn I ederal 1 ransil Administlahion RecipieI~t5 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 CER Pait 35. Contmct Number 2l.HTR.Z~00l5?491m240)Page 23 of 27 VenlOn 1030/19 EXHIBIT B DOGUSIQA EnvelOPe ID El27B7E4~97~199.92M6 EXHIBIT B,ACQUISITION VEHICLE COST REIMBURSEMENT WORKSHEET This Worksheet must be completed and submitted by the Subrecipient in COTRAMS with each Ph~e I acquisitiofl vehicle reimbursement request. SubreCipitnt Purchase Order #: Vehicle U (e.g.1,2):Reimbuflemehlt Request#(e.g.1,2) Cost Reimbursement CalcLllatOfl Total Eligible Actual Acquisition Vehicle Cost fC Qualifying Vehicle from thc ICE C lncreme~~~Cost [A RI $ Eligible Actual Acquisitiohl Vehicle Reimbursable Amount [C ~ otal Acquisition Vehicle Reimbursement Amount [I V Reimbur H Ph~e 2 Acquisition Vehicle Reimbursement Amount (2000)$ conlmct Number 21.HTRZLM0IS7 491002403 Page 25 oI27 VersIon 10/30119 C’EXHIBIT B DocuSign Envelope ID El 2787E4-C97A-41 99-92A6-8967901 89317 EXHIBIT D,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: (I)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 Agreemcnt. (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 13 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 (I) 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. Contract Number 21.[ITR-ZL-00157 491002403 rage 27 of 27 Vers,on 1030 19