HomeMy WebLinkAbout2021-065-06/01/2021-Authorizing the execution of an intergovernmental agreement with the Colorado department of transporC
RESOLUTION 202 1-065
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT
WITH THE COLORADO DEPARTMENT OF TRANSPORTATION TO AWARD FUNDING
ADVANCEMENT FOR SURFACE TRANSPORTATION AND ECONOMIC RECOVERY
ACT OF 2009 (“FASTER”)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 Act allowed;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 $522,200 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,additionally,the City’s Transportation Department received $200,000 in
FASTER funds from CDOT;and
WHEREAS,the FASTER funds require a $50,000 local match that,along with the
$200,000 Faster funds,was also previously budgeted and appropriated for such vehicle
replacement through the 2021 BFO process for the local contribution;and
WHEREAS,the Transportation Department plans to purchase a 35’battery electric bus
and necessary charging infrastructure with the combined funds,which aligns with the City’s
Climate Action Plan goals of reducing greenhouse gas emissions;and
WHEREAS,City Council wishes to allow the Transportation Department to accept the
FASTER funds by entering into the State of Colorado Grant Agreement attached hereto as Exhibit
“A”and incorporated herein by this reference (the “CDOT FASTER IGA”).
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 the Mayor is hereby authorized to execute,on behalf of the City,the
CDOT FASTER WA,in substantially the form attached hereto as Exhibit “A,”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.
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:
EXHIBIT A
DocuS gn Envelope ID 4F91 40F8-3CC5-4F2E-9263-8CDC98B94FF7
STATE OF COLORADO GRANT AGREEMENT
COVER PAGE
State Agency Agreement Number/PO Number
Department of Transportation 21 -HTR-ZL-00 155/491002401
Grantee Agreement Performance Beginning Date
CITY OF FORT COLLINS The Effective Date
Initial Agreement Expiration Date
Grant Agreement Amount December31,2024
FASTER Funds Maximum Amount Fund Expenditure End Date
State Fiscal Year 2021 $200,000.00 December31,2024
Local Funds $50,000.00 Agreement Authority
Authority to enter into this Agreement exists in
Total for all State Fiscal Years $200,000.00 CRS §*43-I-106,43-1-110,43-1-117.43-2-
I0l(4)(c).43-4-811(2),SBI8-00l.SB I 7-228 and
SB 17-267.
Agreement Purpose
The purpose of this Grant is for COOT to disburse FASTER Transit Program Funds to Grantee to conduct
work within the provisions of this Grant.The work to be completed under this Grant by the Grantee is more
specifically described herein.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
I.Exhibit A.Statement of Work and Budget.
2.Exhibit B,Sample Option Letter.
3.Exhibit C.Title VI-Civil Rights.
In thc event of a conflict or inconsistency between this Agreement and any Exhibit or attachment,such
conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:
I.Exhibit C.Title VI-Civil Rights.
2.Colorado Special Provisions in §17 of the main body of this Agreement.
3.The provisions ofthe 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 80522-05 80
moira.moon a state.co.us kzeisel a fcgov.com
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EXHIBIT A
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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.BREACHOFAGREEMENT 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 Slate 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 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.
ft.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 (cach 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 ofTerni Extension shall automatically terminate upon execution
of a replacement Agreement or modification extending the total term of this Agreement.
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I.“Exhibits”means the exhibits and attachments included with this Agreement as shown on the Cover Page
for this Agreement.
J.“Extension Term”means the time period defined in §2.C.
K.“Goods”means any movable material acquired,produced.or delivered by Grantee as set forth in this
Agreement and shall include any movable material acquired,produced.or delivered by Grantee in connection
with the Services.
L.“Grant Funds”means the funds that have been appropriated,designated,encumbered,or otherwise made
available for payment by the State under this Agreement.
M.“Grant Maximum Amount’S means an amount equal to the total of Grant Funds for this Agreement.
N.“Incidenr means any accidental or deliberate event that results in or constitutes an imminent threat of the
unauthorized access,loss,disclosure,modification,disruption,or destruction of any communications or
information resources of the State.which are included as part of the Work,as described in §*24-37.5-401.et
seq.,C.R.S.Incidents include,without limitation (i)successful attempts to gain unauthorized access to a State
system or State Records regardless of where such information is located;(ii)unwanted disruption or denial
of service;(iii)the unauthorized use of a State system for the processing or storage of data;or (iv)changes
to State system hardware,firmware,or software characteristics without the State’s knowledge,instruction.
or consent.
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 Inrormation”means any and all State Records not subject to disclosure under CORA.
State Confidential Information shall include,but is not limited to PIT,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
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Funds,the State’s obligation to pay Grantee shall be contingent upon such non-State funding continuing
to be made available for payment.Payments to be made pursuant to this Agreement shall be made only
from Grant Funds,and the State’s liability for such payments shall be limited to the amount remaining
of such Grant Funds.If State,federal or other funds are not appropriated,or otherwise become
unavailable to fund this Agreement,the State may,upon written notice,terminate this Agreement,in
whole or in part,without incurring further liability.The State shall,however,remain obligated to pay
for Services and Goods that are delivered and accepted prior to the effective date of notice of termination,
and this termination shall otherwise be treated as if this Agreement were terminated in the public interest
as described in §2.E.
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 l’or any State Fiscal Year.and the change does not modify any requirements
of the Work.
iii.The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if
those costs are:
a.Reasonable and necessary to accomplish the Work and for the Goods and Services provided;and
b.Equal to the actual net cost to Grantee (i.e.the price paid minus any items of value received by
Grantee that reduce the cost actually incurred.)
iv.Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and
Cover Page for this Agreement,or after any phase performance period end date for a respective phase
of the Work,shall not be reimbursable.Grantee shall initiate any payment request by submitting invoices
to the State in the form and manner set forth and approved by the State.
E.Close-Out
Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Cover
Page for this Agreement.To complete close-out,Grantee shall submit to the State all Deliverables (including
documentation)as defined in this Agreement and Grantee’s uinal reimbursement request or invoice.The State
will withhold 5%of allowable costs until all final documentation has been submitted and accepted by the
State as substantially complete.
6.REPORTING -NOTIFICATION
A.Quarterly Reports
In addition to any reports required pursuant to any other Exhibit,for any Agreement having a term longer
than three months,Grantee shall submit,on a quarterly basis,a written report specifying progress made for
each specified performance measure and standard in this Agreement.Such progress report shall be in
accordance with the procedures developed and prescribed by the State.Progress reports shall be submitted
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S.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 notif3’ing 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 Grante&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.
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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.$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
lfGrantee 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
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a.Suspend Performance
Suspend Grantee’s performance with respect to all or any portion of the Work pending corrective
action as specified by the State without entitling Grantee to an adjustment in price or cost or an
adjustment in the performance schedule.Grantee shall promptly cease performing Work and
incurring costs in accordance with the State’s directive,and the State shall not be liable for costs
incurred by Grantee after the suspension of performance.
b.Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c.Deny Payment
Deny payment for Work not performed,or that due to Grantce’s actions or inactions,cannot be
performed or if they were performed are rcasonably 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 Grante&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 ofany provision ofthis 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),CR5..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
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C.Binding Effect
Except as otherwise provided in §16.A.,all provisions of this Agreement,including the benefits and burdens.
shall extend to and be binding upon the Parties’respective successors and assigns.
D.Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
performance of such Party’s obligations have been duly authorized.
E.Captions and References
The captions and headings in this Agreement are for convenience of reference only.and shall not be used to
interpret,define,or limit its provisions.All references in this Agreement to sections (whether spelled out or
using the §symbol),subsections,exhibits or other attachments,are references to sections.subsections,
exhibits or other attachments contained herein or incorporated as a part hereof,unless otherwise noted.
F.Counterparts
This Agreement may be executed in multiple,identical,original counterparts,each of which shall be deemed
to be an original,but all of which.taken together,shall constitute one and the same agreement.
0.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.
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.
.1.Statutes,Regulations,Fiscal Rules,and Other Authority
Any reference in this Agreement to a statute,regulation,State l’iscal 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 unenforeeability 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),el seq.,C.R.S.(Colorado Sales Tax Exemption Identification Number
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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 aud 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 indcmnify 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.
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.§~24-1S-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.
J.VENDOR OFFSET AND ERRONEOUS PAYMENTS.§~24-30-202(l)and 24-30-202.4,C.R.S.
INot applicable to intergovernmental agreements I Subject to §24-30-202.4(3.5),CR5..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-l0l.et seq..C.R.S.;(iii)unpaid loans due to the Student Loan Division
ofthe 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
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EXHIBIT A,STATEMENT OF WORK AND BUDGET
Project Description 2O2I~FASTER:One (I)EV ADA 35’bus Replacement W Settlement
Project End Date December 31.2024
Subrecipient Fort Collins.City of
Contact Name Kaley Zeisel
Address 250 N Mason Street
Fort Collins,CO
80522.0580
Email kzeisel a fcgov.cOm Indirect Rate N A
WBS*23740.10.50 ALl 11.12.02
Total Project Budget $802,000.00
State FASTER Funds (at 80%or less)$200,000.00
Local Funds (at 20°o or more)$50,000.00
Other Grant Program Funds (Settlement)$552,000.00
Total Project Amount Encumbered via this Grant Agreement $200,000.00
tThe WBS numbers may be replaced without changing the amount of the grant at COOT’S discretion.
A.Project Description
City of Fort Collins shall use 2021 FASTER funds,along with local matching funds,to purchase:base vehicle
replacement ADA 35’bus as more fully described below.The purchase will support the goals of the Statewide
Transit Plan.
City of Fort Collins shall use capital funds to purchase the following ADA compliant vehicle
ALl QTY Fuel Type Description FASTER Amount Settlement Amount
11.12.02 1 Electric One EV ADA 35’w/Settlement $200,000.00 $552,000.00
The Capital Asset(s)being purchased is/are to replace the following existing fleet vehicle(s):
yIN COTRAMS InventorY Year Model Make
I5GGEISI4I 1090423 INV-000066O4 2001 Low Floor GIL -GilligC0rP0~tb0n
B.Performance Standards
i.Project Milestones Original Estimated
Completion Date
Milestone Description
Submit Procurement Concunence Request (PCR)to CDOT Project Manager for 6/30/202
Approval
Submit Procurement Authorization (PA)and solicitation does COOT Project Manager 12/31/2021
for Approval
Take Delivery of ~Project Property 6/30/2023
Submit Reimbursement Request in COTRAMS 9/30/2023
IMPORTANT NOTE:All milestones in this Statement of Work (except for the final reimbursement request)
must be completed no later than the expiration date of this Grant Agreement:December 31,2024.
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E.Reimbursement Eligibility
Requests for reimbursement for eligible project costs will be paid to City of Fort Collins upon submission of a
complete reimbursement packet in COTRAMS for those eligible costs incurred during the Grant Agreement
effective dates.
Accepted reimbursement packets will include the following completed documents:
•Independent Cost Estimate (ICE)
•Procurement Concurrence Request (PCR)
•Purchase Authorization (PA)
•Signed Notice of Acceptance (NA)
•Signed Security Agreement (SA)
•Application for Title showing “Colorado Department of Transportation as the lienholder
•Invoice
•Proof of Payment
•Post Delivery Certifications
City of Fort Collins must submit the final invoice within sixty (60)calendar days of acceptance of the Capital
Asset(s).and submit a Grant Closeout and Liquidation (GCL)Form in COTRAMS within fitleen (IS)calendar days
of issuance of the final reimbursement payment.
F.State Interest_Seflia Life
CDOT maintains its share of the remaining state interest upon disposition of state assisted property ~fore the end of
its useful life or for a value greater than sS,00o after the useful life has been met.according to the provisions of the
State Management Plan.
The useful life of rolling stock begins on the date the vehicle is placed in revenue service and continues until it is
removed from revenue service.The minimum useful life in years refers to total time in transit revenue service,not
time spent stockpiled or otherwise unavailable for regular transit use.The minimum useful life in miles refers to
total miles in transit revenue service.Non~revenue miles and periods of extended removal from service do not count
towards useful life.Changes in operating circumstances.including unforeseen difficulty ~~intaining vehicles.
higher cost of fuel,and changes in local law limiting where vehicles can be operated are not exemptions from
minimum useful life requirements.
Minimum useful life is determined by years of service or accumulation of miles,whichever comes first,in
accordance with the State Management Plan.
City of Fort Collins shall not dispose or otherwise release the Capital Asset(s)to any other party while there is state
interest in the Capital Asset(s)without approval from the CDOT Project Manager.
City of Fort Collins is responsible for making the request to the CDOT Project Manager in a timely manner.
providing appropriate documentation.if indicated,when a lien release is being requested in order to allow CDOT to
process the release of a lien.
CDOT and City of Fort Collins will work in conjunction with Department of Revenue (DOR)to assure the lien is
released according to state rules.
G.Training
In an effort to enhance transit safety,City of Fort Collins and any subreciPients and subcontractors shall make a
good faith effort to ensure that appropriate training of agency and contracted personnel is occurring and that
personnel are up to date in appropriate certifications.In particular.City of Fort Collins shall ensure that driving
personnel are provided professional training in defensive driving and training on the handling of mobility devices
and transporting older adults and individuals with disabilities.
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EXHIBIT B,SAMPLE OPTION LETTER
EXHIBIT A
State Agency Option Letter Number
Department of Transportation Insert the Option Number (e.g.“I”for the first
option)
Grantee Original Agreement Number
Insert Grantee’s Full Legal Name,including “Inc.”,Insert CMS number or Other Contract Number of the
“LLC’,etc...Original Contract
Current Grant Agreement Amount Option Agreement Number
FASTER Funds Maximum Amount Insert CMS number or Other Contract Number of
Initial Term this Option
State Fiscal Year 20xx $0.00
Extension Terms Agreement Performance Beginning Date
State Fiscal Year 2Oxx $0.00 The later of the Effective Date or Month,Day.Ycar
State Fiscal Year ZOxx $0.00
State Fiscal Year 2Oxx $0.00 Current Agreement Expiration Date
State Fiscal Year 2Oxx $0.00 Month,Day.Year
Local Funds $0.00
Total for All State Fiscal Years $0.00
OPTIONS:
A.Option to extend for an Extension ‘I’erm or End of Term Extension
2.REQUIRED PROVISIONS:
A.For use with Oution 1(A):In accordance with Section(s)2.B/2.C of the Original Agreement refcrcnced
above,the State hereby exercises its option for an additional term end of term extension,beginning Insert
start date and ending on the current agreement expiration date shown above,at the rates stated in the
Original Agreement,as amended.
B.For use with all Option 1(A):The Grant Agreement Amount table on the Agreement’s Cover Page is
hereby deleted and replaced with the Current Grant Agreement Amount table shown above.
3.OPTION EFFECTIVE DATE:
A.The effective date of this Option Letter is upon approval of the State Controller or .whichever is
later.
STATE OF COLORADO In accordance with §24-30-202.C.R.S.,this Option
Jared S.Polis,Governor Letter is not valid until signed and dated below by
Department of Transportation the State Controller or an authorized delegate.
Shoshana M.Lew,Executive Director STATE CONTROLLER
Robert Jaros,CPA,MBA,SD
By:By:
Ilerman Stockinger,Deputy Director and Director of Department olTransportation
Policy
Date:Option Letter Effective Date:
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