HomeMy WebLinkAbout2009-105-12/01/2009-AUTHORIZING A GRANT AGREEMENT WITH THE STATE OF COLORADO, DEPARTMENT OF LOCAL AFFAIRS, TO RECEIVE GR RESOLUTION 2009-105
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING A GRANT AGREEMENT WITH THE STATE OF COLORADO,
DEPARTMENT OF LOCAL AFFAIRS, TO RECEIVE GRANT FUNDS FOR THE
ENVIRONMENTAL CLEANUP AND SITE IMPROVEMENTS PORTION OF THE FORT
COLLINS MUSEUM AND DISCOVERY SCIENCE CENTER JOINT FACILITY PROJECT
WHEREAS, the City has applied for and been awarded $200,000 in grant funds from the
State of Colorado, Department of Local Affairs, (the"DOLA Grant")to be used for environmental
cleanup and site improvements related to construction of the new Fort Collins Museum and
Discovery Science Center facility (the "Project"); and
WHEREAS, expenses on which the DOLA Grant funds can be spent include costs directly
related to onsite cleanup and site improvements necessary for the Project, including the removal of
environmentally unacceptable materials and site reclamation, preparation, utilities, and other site
improvements; and
WHEREAS,to receive the grant funds,the City must execute a Grant Agreement(the"Grant
Agreement")with the State of Colorado,a copy of which is attached as Exhibit"A"and incorporated
herein by reference; and
WHEREAS, under the terms of the Grant Agreement, the City must agree to provide
$700,000 in Project financing from sources other than State funds; and
WHEREAS, in November, 2005,the voters approved Ordinance No. 092, 2005 (`Building
on Basics") to provide $6 million in tax revenue to fund construction of the Project, meeting the
above requirement; and
WHEREAS, the City is authorized, under Article I1, Section 16 of the City Charter and
Section 29-1-203,C.R.S.,to enter into intergovernmental'agreements,such as the Grant Agreement,
to provide any function, service or facility; and
WHEREAS, City staff recommends that the City Council authorize the Grant Agreement as
described herein.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT
COLLINS that the Mayor is hereby authorized to enter into a Grant Agreement with the State of
Colorado, Department of Local Affairs,for the receipt of grant funds, to be.used for environmental
cleanup and site improvements related to construction of the new Fort Collins Museum and
Discovery Science Center facility, in substantially the form attached hereto as Exhibit A,along with
such additional terms and conditions as the City Manager, in consultation with the City Attorney,
deems necessary and appropriate to protect the interests of the City.
Passed and adopted at a regular meeting o4Mayor
the City of Fort Collins this st day
of December A.D. 2009.
ATTEST:
City-Clerk
EXHIBIT A
EIAF#6679—Fort Collins Museum and Science Center `
CMS Contract Routing#
Vendor#
CFDA#N/A
GRANT CONTRACT
ENERGY AND MINERAL IMPACT ASSISTANCE PROGRAM
THIS CONTRACT, made by and between the State of Colorado for the use and benefit of the Department of Local
Affairs, 1313 Sherman Street, Denver, Colorado 80203 hereinafter referred to as the State, or the Department, and the
City of Fort Collins. 300 Laporte Avenue, Fort Collins Colorado 80522, hereinafter referred to as the Contractor.
WHEREAS, authority exists in the law and funds have been budgeted, appropriated and otherwise made available
and a sufficient unencumbered balance thereof remains available for encumbering and subsequent payment of this Contract
in Fund Number 152 , Appropriation Code Number 127 Org. Unit FBAO , GBL , Contract
Encumbrance Number FlOS6679 ; and
WHEREAS, required approval, clearance and coordination have been accomplished from and with appropriate
agencies; and
WHEREAS,the State desires to assist political subdivisions and state agencies of the State of Colorado that are
experiencing social and economic impacts resulting from the development, processing, or energy conversion of minerals or
mineral fuels, and
WHEREAS, pursuant to 39-29-110, C.R.S., the Local Government Severance Tax Fund has been created, which
fund is administered by the Department of Local Affairs, herein referred to as the"Department,"through the Energy and
Mineral Impact Assistance program; and
WHEREAS, pursuant to section 39-29-110(1)(a) and (b)(1), C.R.S., the Executive Director of the Department is
authorized to make grants from the Local Government Severance Tax Fund to those political subdivisions socially or
economically impacted by the development, processing, or energy conversion of minerals and mineral fuels for the planning,
construction, and maintenance of public facilities and for the provision of public services; and
WHEREAS, the Contractor, a political subdivision or state agency eligible to receive Energy and Mineral Impact
Assistance funding, has applied to the Department for assistance with constructing an art science and cultural facilitv in
downtown Ft. Collins, as further described in the attached Exhibit A, herein referred to as the"Project"; and
WHEREAS, the Executive Director of the Department desires to distribute said funds pursuant to law; and
WHEREAS, the Executive Director wishes to provide assistance in the form of a grant from the Local Government
Severance Tax Fund to the Contractor for the Project upon mutually agreeable terms and conditions as hereinafter set forth;
NOW THEREFORE, in consideration of and subject to the terms, conditions, provisions and limitations contained in
this Contract, the State and the Contractor agree as follows:
1. Scope of Services. The Contractor shall do, perform, and carry out, in a satisfactory and proper manner, as
determined by the State, all work elements as indicated in the "Scope of Services" section of Exhibit A, attached hereto and
incorporated by reference herein.
2. Responsible Administrator. The performance of the services required hereunder shall be under the direct
supervision of Cheryl Donaldson, Museum Director, an employee or agent of the Contractor who is hereby designated as the
"Responsible Administrator"of the Project. At any time, the Contractor may propose, in writing, and seek the State's
approval of a replacement Responsible Administrator, in accordance with paragraph 8.b.ii)of this Contract. The State, in its
sole discretion, may direct that Project work be suspended in the event the current Responsible Administrator ceases to
serve as such prior to the approval by the State of a replacement Responsible Administrator.
3. Time of Performance. This Contract shall become effective upon approval by the State Controller or designee (the
"Effective Date") and extend through the completion date set forth in the"Time of Performance"section of Exhibit A.
Performance of this Contract shall commence as soon as practicable after the Effective Date of this Contract; provided
however, that the Contractor shall not be entitled to payment for any performance rendered before the Effective Date and
shall not be eligible for reimbursement of any expenses incurred before the Effective Date. The Contractor shall undertake
and perform its obligations hereunder as set forth in Exhibit A. The Contractor agrees that time is of the essence in the
performance of its obligations under this Contract.
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4. Authority to Enter into Contract and Proceed with Project. The Contractor represents and warrants that it
possesses the legal authority to enter into this Contract and has taken all actions required to exercise such authority and
to lawfully authorize its undersigned signatory to execute this Contract and to bind the Contractor to its terms. The person
signing and executing this Contract on behalf of the Contractor does hereby warrant and guarantee that he/she has full
authorization to execute this Contract. In addition, the Contractor represents and warrants that it currently has the legal
authority to proceed with the Project.
Furthermore, if the nature or structure of the Project is such that a decision by the electorate is required, the Contractor
represents and warrants that it has held such an election and secured the voter approval necessary to allow the Project to
proceed.
5. Payment of Funds: Grant. In consideration for the work and services to be performed hereunder, the State agrees
to provide to the Contractor a grant from the Local Government Severance Tax Fund in an amount not to exceed TWO
HUNDRED THOUSAND AND XX/100 Dollars ($200,000 ). The method and time of payment of such grant funds to the
Contractor shall be made in accordance with the"Distribution Schedule" set forth in Exhibit A.
The Contractor shall use the funds provided by the State under this Contract solely for the purposes set forth in Exhibit A.
6. Refund of Excess Funds to the State.
a) Any State funds paid to the Contractor and not expended in connection with the Project shall be remitted by
the Contractor to the State within thirty ( 30 ) days of either(i)the completion of the Project or(ii) a determination
by the State, in its sole discretion, that the Project will not be completed, whichever occurs first. Any State funds not
required for completion of the Project shall be de-obligated by the State.
b) It is expressly understood that if the Contractor receives funds from this Contract during any fiscal year in
excess of its spending limit for such fiscal year, the Contractor shall refund all excess funds to the State within thirty
(30 ) days of the later of(i)the receipt of such funds or(ii) the determination of such excess.
c) Under no circumstances shall unexpended or excess funds received by the Contractor under this Contract
be refunded or paid to any party other than the State.
7. Financial Management and Budget. At all times from the Effective Date until completion of the Project, the
Contractor shall maintain properly segregated accounts of State funds, matching funds, and other funds associated with the
Project. All receipts and expenditures associated with the Project shall be documented in a detailed and specific manner, in
accordance with the"Budget" section of Exhibit A. The Contractor may adjust individual budgeted expenditure amounts
without approval of the State; provided that no transfers to or between administration categories are made; and provided
further, that cumulative budgetary line item changes do not exceed the lesser of ten percent (10%) of the total budgeted
amount or Twenty Thousand Dollars ($20,000.00). All other budgetary modifications must be approved by the State
pursuant to paragraph 8 of this Contract. Matching funds, if required, shall be expended by the Contractor on the Project in
accordance with the requirements set forth in the"Budget" section of Exhibit A.
8. Modification and Amendment.
a) Modification by Operation of Law. This Contract is subject to such modifications as may be necessitated
by changes in federal or state law or their implementing regulations. Any such required modifications automatically
shall be incorporated into and be part of this Contract on the effective date of such modification, as if fully set forth
herein.
b) Modification by State.
i) Option Letter. The State unilaterally may extend the term for performance of this Contract for up to
one (1) additional year on the same terms and conditions specified in this Contract and Exhibit A.
The State may exercise the option by written notice to the Contractor within thirty (30) days prior to
the end of the current Contract term, in a form substantially equivalent to Exhibit B-1 attached hereto
and incorporated by reference herein. The State may exercise this option only once during the
duration of this Contract. The total duration of this Contract shall not exceed a total Contract period of
five (5) years. Financial obligations of the State of Colorado payable after any current fiscal year are
J contingent upon the availability of funds for that purpose as set forth in paragraph 24 of this Contract.
ii) Change Order Letter. The State may make the following modifications to this Contract using a
Unilateral Change Order Letter, in a form substantially equivalent to Exhibit B-2 attached hereto and
incorporated by reference herein, when such modifications are requested by the Contractor, in writing,
or determined by the State to be necessary and appropriate:
A) Change of Responsible Administrator, set forth in paragraph 2 of this Contract;
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B) Transfers to or between administrative budgetary categories, as required by paragraph 7 of
this Contract;
C) Changes to cumulative budgetary line item in excess of the lesser of ten percent(10%) of
the total budgeted amount or Twenty Thousand Dollars ($20,000.00), as required by
paragraph 7 of this Contract;
D) Change of Remit Address set forth in paragraph 5 of Exhibit A.
c) Other Modifications. If either Party desires to modify the terms of this Contract other than as set forth in
subparagraphs a) and b) of this paragraph 8, written notice of the proposed modification shall be given to the other
Party. No such modification shall take effect unless agreed to in writing by both Parties in an amendment to this
Contract properly executed and approved in accordance with Colorado law, fiscal rules, and policies. Such
amendment may also incorporate any modifications permitted under subparagraphs a) and .b) of this paragraph 8.
9. Audit.
a) Discretionary Audit. The State, through the Executive Director of the Department of Local Affairs, the
Colorado State Auditor, or any of their duly authorized representatives and the federal government or any of its duly
authorized representatives shall have the right to inspect, examine and audit the Contractor's and any
subcontractor's records, books, accounts and other relevant documents. For the purposes of discretionary audit, the
State specifically reserves the right to hire an independent certified public accountant of the State's choosing. A
discretionary audit may be requested at any time and for any reason during the period commencing on the Effective
Date and continuing for five (5) years after the date of the final payment for the Project under this Contract is
received by the Contractor, provided that the audit is performed during normal business hours.
b) Mandatory Audit. Whether or not the State or the federal government calls for a discretionary audit as
provided above, the Contractor shall include the Project in its annual audit report as required by the Colorado Local
Government Audit Law, 29-1-601, et seq., C.R.S., and implementing rules and regulations. Such audit reports shall
be simultaneously submitted to the Department and the State Auditor. Thereafter, the Contractor shall supply the
Department with copies of all correspondence from the State Auditor related to the relevant audit report. If the audit
reveals evidence of non-compliance with applicable requirements, the Department reserves the right to institute
compliance or other appropriate proceedings notwithstanding any otherjudicial or administrative actions filed
pursuant to 29-1-607 or 29-1-608, C.R.S.
10. Insurance. The Contractor shall at all times during the term of this Contract maintain such liability insurance, by
commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado Governmental Immunity Act,
CRS 24-10-101, et seq., as amended. Upon request by the State, the Contractor shall show proof of such insurance
satisfactory to the State. The Contractor shall require each contract with a subcontractor providing goods or services for or in
connection with the Project to include insurance requirements substantially similar to the following:
a) Subcontractor shall obtain, and maintain at all times during the term of the subcontract, insurance in the
following kinds and amounts:
i. Worker's Compensation Insurance as required by state statute, and Employer's Liability Insurance
covering all of the subcontractor's employees acting within the course and scope of their employment.
ii. Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or
equivalent, covering premises operations, fire damage, independent contractors, products and completed
operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as
follows:
A. $1,000,000 each occurrence;
B. $1,000,000 general aggregate;
C. $1,000,000 products and completed operations aggregate; and
D. $50,000 any one fire.
If any aggregate limit is reduced below$1,000,000 because of claims made or paid, the subcontractor shall
immediately obtain additional insurance to restore the full aggregate limit and furnish to the Contractor a
certificate or other document satisfactory to the Contractor showing compliance with this provision.
iii. Automobile Liability Insurance covering any auto(including owned, hired and non-owned autos)
with a minimum limit as follows: $1,000,000 each accident combined single limit.
b) In addition, the Contractor shall require the subcontractor, with respect to all insurance policies in any way
related to the subcontract, to:
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i. name the Contractor and the State of Colorado as additional insureds on the Commercial General
Liability and Automobile Liability Insurance policies (leases and construction contracts will require the
additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or
equivalent). Coverage required by the subcontract will be primary over any insurance or self-insurance
program carried by the Contractor or the State of Colorado.
ii. include provisions preventing cancellation or non-renewal without at least 45 days prior notice to
the Contractor by certified mail.
in. include clauses stating that each carrier will waive all rights of recovery, under subrogation or
otherwise, against the Contractor and the State of Colorado, its agencies, institutions, organizations, officers,
agents, employees and volunteers.
iv. be issued by insurance companies satisfactory to the Contractor and the State of Colorado.
v. provide certificates showing insurance coverage required by the"subcontract to the Contractor
within seven (7) business days of the effective date of the subcontract, but in no event later than the
commencement of the services or delivery of the goods under such subcontract. No later than fifteen (15)
days prior to the expiration date of any such coverage, the subcontractor shall deliver to the Contractor
certificates of insurance evidencing renewals thereof. At any time during the term of the subcontract, the
Contractor may request in writing and the subcontractor, within ten (10) days, shall supply to the Contractor,
evidence satisfactory to the Contractor of compliance with the provisions of this paragraph.
11. Conflict of Interest. The Contractor shall comply with the provisions of 18-8-308 and 24-18-101 through 24-18-109,
C.R.S.
12. Remedies. In addition to any other remedies provided for in this Contract, and without limiting the remedies
otherwise available at law or in equity, if the Contractor fails to comply with any contractual provision, the State, after written
notice to the Contractor, may:
a) suspend this Contract and withhold further payments and/or prohibit the Contractor from incurring
additional obligations of contractual funds, pending corrective action by the Contractor or a decision by the State to
terminate this Contract in accordance with provisions herein. The State, in its sole discretion, may allow
expenditures during the suspension period which the Contractor could not reasonably avoid, provided such costs
were necessary and reasonable for the conduct of the Project; or
b) terminate this Contract for default.
The above remedies are cumulative and the State, in its sole discretion, may exercise any or all of them individually or
simultaneously.
13. Contract Termination. This Contract may be terminated as follows:
a) Termination Due to Loss of Funding. The Parties hereto expressly recognize that the Contractor is to be
paid or reimbursed with funds provided to the State for the purposes set forth herein, and therefore, the Contractor
expressly understands and agrees that all its rights, demands and claims to payment or reimbursement arising under
this Contract are contingent upon receipt of such funds by the State. In the event that such funds or any part thereof
are not received by the State, the State may immediately terminate or amend this Contract.
b) Termination for Cause. If, for any reason, the Contractor shall fail to fulfill in a timely and proper manner
its obligations under this Contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations
of this Contract, the State shall give written notice to the Contractor of such delay or non-performance. If the
Contractor fails to promptly correct such delay or non-performance within the time specified in the notice or twenty
(20) days from the date of such notice, which ever is greater, the State shall have the right, at its sole option, to
terminate this entire Contract, or such part of this Contract as to which there has been delay or failure to properly
perform, for cause. If the State terminates this Contract for cause, the State shall reimburse the Contractor only for
eligible expenditures made up to the date of termination.
Notwithstanding the above, the Contractor shall remain liable to the State for any damages sustained by the State by
virtue of any breach of this Contract by the Contractor, and the State may withhold any payments to the Contractor
for the purpose of offset until such time as the exact amount of damages due the State from the Contractor is
determined.
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c) Termination for Convenience. When the interests of the State so require, the State may terminate this
Contract in whole or in part for the convenience of the State. The State shall give written notice of termination to the
Contractor specifying the termination of all or a part of this Contract and the effective date thereof, at least twenty
(20) days before the date of termination. Exercise by the State of this termination for convenience provision shall not
be deemed a breach of contract by the State. Upon receipt of written notice, the Contractor shall incur no further
obligations in connection with the terminated work and, on the date set in the notice of termination, the Contractor
shall stop work to the extent specified. The Contractor also shall terminate outstanding orders and subcontracts as
they relate to the terminated work.
14. Integration. This Contract, together with it exhibits and attachments, is intended as the complete integration of all
understandings between the Parties. No prior or contemporaneous addition, deletion or modification hereto shall have any
force or effect whatsoever, unless embodied in a writing, executed by the Parties pursuant to paragraph 8 of this Contract,
and approved in accordance with Colorado State fiscal rules and policies.
15. Severability. To the extent that this Contract may be executed and performance of the obligations of the Parties
may be accomplished within the intent of this Contract, the terms of this Contract are severable, and should any term or
provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity
of any other term or provision hereof.
16. Waiver. The waiver of any breach of a term, provision or requirement hereof sliall not be construed as a waiver of
any other term, provision or requirement or of any subsequent breach of the same term, provision or requirement.
17. Binding on Successors. Except as otherwise provided herein, this Contract shall inure to the benefit of and be
binding upon the Parties, and their respective successors and assigns.
18. Assignment. Notwithstanding paragraph 17, the Contractor may not assign its rights or duties under this Contract
without the prior written consent of the State. No subcontract or transfer of this Contract shall in any case release the
Contractor of responsibilities under this Contract.
19. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary, all terms and conditions of
this Contract, including but not limited to the exhibits and attachments hereto, which may require continued performance,
compliance or effect beyond the termination date of this Contract shall survive such-termination date and shall be enforceable
by the State in the.event of any failure to perform or comply by the Contractor or its subcontractors.
20. Successor in Interest. In the event the Contractor is an entity formed under intergovernmental agreement and the
project is for the acquisition, construction or reconstruction of real or personal property to be used as a public facility or to
provide a public service, the Contractor warrants that it has established protections that ensure that, in the event the
Contractor entity ceases to exist, ownership of the property acquired or improved shall pass to a constituent local government
or other eligible governmental successor in interest, or other successor if specifically authorized in Exhibit A, so that the
property can continue to be used as a public facility or to provide a public service.
21. Non-Discrimination. The Contractor agrees to comply with the letter and the spirit of all applicable state and federal
laws and requirements with respect to discrimination and unfair employment practices.
22. Compliance with Applicable Laws. At all times during the performance of this Contract, the Contractor shall strictly
adhere to all applicable federal, state and local laws, and their implementing regulations, that have been or may thereafter be
established, which laws and regulations are incorporated herein by this reference as terms and conditions of this Contract.
The Contractor also shall require compliance with such laws and regulations by subcontractors under subcontracts entered
into in connection with the Project.
23. Order of Precedence. In the event of conflicts or inconsistencies between this Contract and its exhibits or
attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of
priority:
A. Colorado Special Provisions, of this contract.
B. Modifications to the Contract, pursuant to Exhibits B-1, B-2, or Amendment.
C. Remaining paragraphs of the Contract.
D. Exhibit A, Scope of Services.
24. Availability of Funds. This Contract is contingent upon the continuing availability of State appropriations as
provided in Section 2 of the Colorado Special Provisions, incorporated as a part of this Contract. The State is prohibited by
law from making fiscal commitments beyond the term of its current fiscal period. If federal appropriations or grants fund this
Contract in whole or in part, this Contract is subject to and contingent upon the continuing availability of appropriated federal
funds for this Contract. If State of Colorado or federal funds are not appropriated, or otherwise become unavailable to fund
this Contract, the State may immediately terminate this Contract in whole or in part without further liability.
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25. Third Party Beneficiaries. The enforcement of the terms and conditions of this Contract and all rights of action
relating to such enforcement shall be strictly reserved to the State and the Contractor. Nothing contained in this Contract
shall give or allow any claim or right of action whatsoever by any third person. It is the express intention of the State and the
Contractor that any such person or entity, other than the State or the Contractor, receiving services or benefits under this
Contract shall be deemed an incidental beneficiary only.
26. Indemnification.
i. Intergovernmental Grants
If this is an intergovernmental Grant, the provisions hereof shall not be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado
Governmental Immunity Act, CRS 24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as
applicable, as now or hereafter amended.
ii. Non-Intergovernmental Grants
If this is not an intergovernmental Grant, Grantee shall indemnify, save, and hold harmless the State, its
employees and agents, against any and all claims, damages, liability and court awards including costs,
expenses, and attorney fees and related costs, incurred as a result of any act or omission by Grantee, or its
employees, agents, subcontractors, or assignees pursuant to the terms of this Grant.
27. STATEWIDE CONTRACT MANAGEMENT SYSTEM
[This section shall apply when the State funds provided under this contract is$100,000 orhigher] .
By entering into this Grant, the Grantee agrees to be governed, and to abide, by the provisions of CRS§24-102-205, §24-
102-206, §24-103-601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state contracts
and inclusion of contract performance information in a statewide contract management system.
The Grantee's performance shall be evaluated in accordance with the terms and conditions of this Grant, State law, including
CRS §24-103.5-101, and State Fiscal Rules, Policies and Guidance. Evaluation of the Grantee's performance shall be part of
the normal contract administration process and the Grantee's performance will be systematically recorded in the statewide
Contract Management System. Areas of review shall include, but shall not be limited to quality, cost and timeliness.
Collection of information relevant to the performance of Grantee's obligations under this Grant shall be determined by the
specific requirements of such obligations and shall include factors tailored to match the requirements of the Statement of
Project of this Grant. Such performance information shall be entered into the statewide Contract Management System at
intervals established in the Statement of Project and a final review and rating shall be rendered within 30 days of the end of
the Grant term. The Grantee shall be notified following each performance and shall address or correct any identified problem
in a timely manner and maintain work progress.
Should the final performance evaluation determine that the Grantee demonstrated a gross failure to meet the performance
measures established under the Statement of Project, the Executive Director of the Colorado Department of Personnel and
Administration (Executive Director), upon request by the DOIA, and showing of good cause, may debar the Grantee and
prohibit the Grantee from bidding on future contracts. The Grantee may contest the final evaluation and result by: (i)filing
rebuttal statements, which may result in either removal or correction of the evaluation (CRS §24-105-102(6)); or(ii) under
CRS §24-105-102(6), exercising the debarment protest and appeal rights provided in CRS §§24-109-106, 107, 201 or 202,
which may result in the reversal of the debarment and reinstatement of the Grantee, by the Executive Director, upon showing
of good cause.
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SPECIAL PROVISIONS
These Special Provisions apply to all contracts except where noted in italics.
1. CONTROLLER'S APPROVAL. CRS §24-30-202(1). This contract shall not be valid until it has been approved by the
Colorado State Controller or designee.
2. . FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.
3. GOVERNMENTAL IMMUNITY. No term or condition of this contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental
Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable
now or hereafter amended.
4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and not as
an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of
the State. Contractor 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 Contractor or any of its
agents or employees. Unemployment insurance benefits will be available to Contractor and its employees and agents only if
such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment
taxes and income taxes and local head taxes incurred pursuant to this contract. Contractor shall not have authorization,
express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth.herein.
Contractor shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the
amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and
those of its employees and agents.
5. COMPLIANCE WITH LAW. Contractor shall strictly 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.
6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this contract. Any provision included or incorporated herein by reference which conflicts with
said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to
negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at
law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this
provision shall not invalidate the remainder of this contract, to the extent capable of execution.
7. BINDING ARBITRATION PROHIBITED.The State of Colorado does not agree to binding arbitration by any extra-judicial
body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under
this contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal
copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this
contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such
improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise
any remedy available at law or in equity or under this contract, including, without limitation, immediate termination of this
contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.
9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50-507. 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 contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would
conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person
having such known interests.
10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental agreements]
Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept
system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances
of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan
Division of the Department of Higher Education; (d)amounts required to be paid to the Unemployment Compensation Fund;
and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action.
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11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer,
issuance, or sale of securities, investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and services] Contractor certifies,
warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this
contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this contract, through participation in the E-Verify Program or the Department program established
pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work
Linder this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall
not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor(a) shall not use E-Verify
Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is
being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual
knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c)shall
terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of
receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken
pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the
Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political
subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee,
and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any
requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or
political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person eighteen (18)
years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully
present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and
(c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract.
Revised 1-1-09
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EIAF#6679—Fort Collins Museum and Science Center
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and
acknowledge that the State is relying on their representations to that effect.
CONTRACTOR STATE OF COLORADO
City of Fort Collins, Colorado Bill Ritter,Jr., GOVERNOR
By: Name of Authorized Individual DEPARTMENT OF LOCAL AFFAIRS
I
Title: Official Title of Authorized Individual By:
Susan E. Kirkpatrick, Executive Director
'Signature Date:
Date:
PRE-APPROVED FORM CONTRACT REVIEWER
By:
Teri Davis, Director of Local Government Services
Date:
ALL CONTRACTS REQUIRE APPROVAL by the STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed
and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such
time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such
performance or for any goods and/or services provided hereunder.
STATE CONTROLLER
David J. McDermott, CPA
By:
Yingtse Cha, Controller Delegate
Date:
I
Revised June 2, 2008
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EIAF#6679—Fort Collins Museum and Science Center
EXHIBIT A
SCOPE OF SERVICES
10
EIAF#6679—Fort Collins Museum and Science Center
EXHIBIT A
SCOPE OF SERVICES
1. PROJECT DESCRIPTION, OBJECTIVES AND REQUIREMENTS
The Project consists of constructing an art science and cultural facility in downtown Ft. Collins (Contractor). This
museum Project will combine the Fort Collins Museum and Discovery Science Center into this facility. Impact funds
will be used for city owned site improvements and environmental clean up.
The site improvement elements of the project will include but not be limited to environmental cleanup; utilities such
water, sewer, storm drainage; curb, gutter, sidewalks, streets; street lighting; and any project improvements to be
owned by the city. All Project elements completed with Impact funds must be owned by the city or jointly owned by
the city and Discovery Science Center.
Eligible expenses include those costs directly related to onsite cleanup and site improvements necessary for the
construction of the facility including the removal of environmentally unacceptable materials and site reclamation,
preparation, utilities, and other site improvements.
Energy and Mineral Impact Assistance program funds in the amount of TWO HUNDRED THOUSAND AND XX/100
Dollars ( $200,000) are provided under this Contract to finance Project costs. The Contractor shall provide SEVEN
HUNDRED THOUSAND AND XX/100 Dollars ( 70$ 0,000 ) in Project financing from sources other than State funds,
and, in any event, is responsible for all Project cost in excess of TWO HUNDRED THOUSAND AND XX/100 Dollars
( $ 200,000).
Construction plans and specifications shall be drawn up by a qualified engineer or architect licensed in the State of
Colorado, or pre-engineered in accordance with Colorado law, and hired by the Contractor through a competitive
selection process.
A construction contract shall be awarded to a qualified construction firm through a formal selection process with the
Contractor being obligated to award the construction contract to the lowest responsible bidder meeting the
Contractor's specifications.
Copies of any and all contracts entered into by the Contractor in order to accomplish this Project shall be submitted
to the Department of Local Affairs upon execution, and any and all contracts entered into by the Contractor or any of
its subcontractors shall comply with all applicable federal and state laws and shall be governed by the laws of the
State of Colorado.
The Contractor agrees to acknowledge the Colorado Department of Local Affairs in any and all materials or events
designed to promote or educate the public about the Project, including but not limited to: press releases, newspaper
articles, op-ed pieces, press conferences, presentations and brochures/pamphlets.
2. ENERGY AND MINERAL IMPACT
Fort Collins is located in Larimer County where there are more than 300 oil and gas wells. Uranium mining permits
on the Weld-Larimer border are impacting the county. Larimer County is host to the Rawhide Power Plant, operated
by Platte River Power Authority, which is roughly the 6th largest coal consuming power plant in the state.
i
3. TIME OF PERFORMANCE
The Project shall commence upon the Effective Date and shall be completed on or before December 31, 2011.
In accordance with paragraph 8.b.i. of this Contract, the Contractor may request an extension of the time for
performance by submitting a written request, including a full justification for the request, to the State at least thirty
(30) days prior to the termination of the performance period. If the State, in its sole discretion, consents to an
extension, the State shall grant such extension in accordance with paragraph 8.b.i. of this Contract.
4. BUDGET
Revenues Expenditures
Energy/Mineral Impact-GRANT $200,000 Clearance/Site Prep $900,000
Contractor Funds $700,000
Total $900,000 Total $900,000
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5. REMIT ADDRESS: (Address to where payments are to be sent)
300 Laporte Avenue
Fort Collins, CO 80522
6. DISTRIBUTION SCHEDULE
Grant Payments
$180,000 Available for interim payments reimbursing the Contractor for actual expenditures made
in the performance of this Contract. Payments shall be based upon properly
documented financial and narrative status reports detailing expenditures made to date.
20,000 Available for final payment to be made to Contractor upon the completion of the Project
and submission by the Contractor of final financial and narrative status reports
documenting the expenditure of all Energy/Mineral Impact Assistance funds for which
payment has been requested.
$200,000 Maximum Available
7. PAYMENT PROCEDURE
The State shall establish billing procedures and pay the Contractor for actual expenditures made in the performance
of this Contract based on the submission of statements in the format prescribed by the State. The Contractor shall
submit requests for reimbursement, setting forth a detailed description of the amounts and types of reimbursable
expenses.
Payments pursuant to this Contract shall be made, in whole or in part, from available funds encumbered for the
purposes of this Contract. The liability of the State, at any time, for such payments shall be limited to the amount
remaining of such encumbered funds. In the event this-Contract is terminated, final payment to the Contractor may
be withheld at the discretion of the State until completion of final audit. Incorrect payments to the Contractor due to
omission, error, fraud, or defalcation shall be recovered from the Contractor by deduction from subsequent payment
under this Contract or other contracts between the State and the Contractor, or by the'State as a debt due to the
State.
8. CONTRACT MONITORING
The State shall monitor this Contract on an as-needed basis, as determined by the State in its sole discretion. The
State or any of its duly authorized representatives shall have the right to enter, inspect and examine the Project upon
twenty-four(24) hours advance written notice to the Responsible Administrator.
9. REPORTING SCHEDULE
At the time the Contractor submits quarterly payment requests, the Contractor shall submit, on a quarterly basis,
financial and narrative status reports detailing Project progress and properly documenting all to-date expenditures of
Energy and Mineral Impact Assistance funds. The form and substance of such status reports shall be in accordance
with the procedures developed and prescribed by the State. The preparation of reports in a timely manner shall be
the responsibility of the Contractor and failure to comply may result in the delay of payment of funds and/or
termination of this Contract. Required reports shall be submitted to the State at such time as otherwise specified by
the State.
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EIAF#6679—Fort Collins Museum and Science Center
EXHIBIT B1
OPTION LETTER
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EIAF#6679—Fort Collins Museum and Science Center
EXHIBIT B1
Contract Routing#
Encumbrance#
Vendor#
(for Remit Address)
APPR GBL
OPTION LETTER#
(Grant Between Colorado Department of Local Affairs and (Grantee Name and Address)
Date: State Fiscal Year: Option Letter No.:
SUBJECT: Option to renew for additional term
In accordance with paragraph 8.b.i of contract routing number , between the State of
Colorado, Department of Local Affairs, (Division name) and (Contractor's Name) the
State hereby exercises the option for an additional term of(OPTION 1)_( ) months, (OPTION 2) one (1)
year. The State may exercise this option only once during the duration of the Contract.
The amount of the current Fiscal Year contract value shall remain unchanged. The first sentence In
paragraph 3 of Exhibit A of the Contract is hereby modified accordingly.
The total contract value to include all previous amendments, option letters, etc. is ($ )
APPROVALS:
State of Colorado: sy'
Bill Ritter, Jr., Governor
(for) Susan E. Kirkpatrick, Executive L
Department of Local Affairs
Reviewed by: vo_
Pre-approved Form Contract Reviewer
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24-30-202 requires that the State Controller approve all state contracts. This Option Letter is not
valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not
authorized to begin performance under this Option Letter until'the Option Letter is signed and dated
below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay
for the goods and /or services provided.
STATE CONTROLLER:
David J. McDermott, CPA
By
Yingtse Cha, Controller
Department of Local Affairs
Date
n 14
EIAF#6679—Fort Collins Museum and Science Center
EXHIBIT B2
CHANGE ORDER LETTER
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EIAF#6679—Fort Collins Museum and Science Center
EXHIBIT B-2
Contract Routing#
Encumbrance#
Vendor#
(for Remit Address)
APPR GBL
CHANGE ORDER LETTER#
In accordance with paragraph 8.b.ii of contract routing number between the State of
Colorado Department of Local Affairs, and (Name of Contractor ), covering the period of
(include performance period here), the State hereby unilaterally modifies the Contract as follows.
(Indicate purpose by choosing at least one of the following)
Choice#1: Responsible Administrator:
Paragraph 2 of the Contract is amended by deleting the name of the current Responsible Administrator in
the first sentence and inserting in lieu thereof the name of the successor Responsible Administrator as
follows:
Choice#2: Administrative Budget Categories: Exhibit A(Statement of Work) to the Contract is
amended by transferring revenues and expenditures among administrative categories of paragraph 4
(Budget) as follows:
The total revenues and expenditures set forth in paragraph 4 of Exhibit A(Scope of Services) remain
unchanged.
Choice#3: .Cumulative Budgetary Line Item Changes in Excess of the lesser of ten percent(10%)
or Twenty Thousand Dollars ($20,000.00). Exhibit A (Scope of Services)to the Contract is amended by
modifying paragraph 4 (Budget)as follows:
The total revenues and expenditures set forth in paragraph 4 of Exhibit A (Scope of Services) remain
unchanged.
Choice#4: Remit Address: Exhibit A(Scope of Services) to the Contract is amended by deleting the
current"Remit Address" in paragraph 5 (Remit Address) and inserting in lieu thereof the new`Remit
Address" as follows:
The effective date of this change order is upon approval of the State Contr ,ler, or delegee, or
20_, whichever is later.
APPROVALS:
State of Colorado:
Bill Ritter, Jr., Governor
By: Date:
(for) Susan E. Kirkpatrick, Executi >✓i'rector
Department of Local Affairs
Reviewed by: �.
Pre-approved Form Cori,,ct Reviewer
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EIAF#6679—Fort Collins Museum and Science Center
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24-30-202 requires that the State Controller approve all state contracts.This contract is not valid
until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not
authorized to begin performance until the contract is signed and dated below. If performance begins prior
to the date below, the State of Colorado may not be obligated to pay for the goods and/or services
provided.
STATE CONTROLLER:
David J. McDermott, CPA J
By
epar nen?- ('Local ffairs
17