HomeMy WebLinkAbout2015-070-07/21/2015-AUTHORIZING THE CITY MANAGER TO EXECUTE THE 2015 GRANT AGREEMENT (AIP PROJECT NO. 3-08-0023-034-2015 RESOLUTION 2015-070
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
2015 GRANT AGREEMENT(AIP PROJECT NO. 3-08-0023-034-2015)
WITH THE FEDERAL AVIATION ADMINISTRATION AND A STATE OF
COLORADO DIVISION OF AERONAUTICS GRANT FOR IMPROVEMENTS
AT THE FORT COLLINS-LOVELAND MUNICIPAL AIRPORT
WHEREAS, the Cities of Fort Collins and Loveland (the "Cities") jointly own and
operate the Fort Collins-Loveland Municipal Airport (the "Airport"); and
WHEREAS, the Cities, by resolution, have adopted the Fort Collins-Loveland Municipal
Airport Master Plan; and
WHEREAS, the Federal Aviation Administration ("FAA") provides grant funding to
eligible airports to enable those airports to pursue, in a timely manner, capital improvements
included within an adopted Airport Master Plan; and
WHEREAS, the Cities have applied for, and received, the sum of $760,000.00 in FAA
capital grant funding ("2015 Grant Funding") for the purpose of constructing a snow removal
equipment building ("AIP Project No. 3-08-0023-034-2015"); and
WHEREAS, any capital grants funds provided by the FAA will be subject to the Cities'
execution of the standard FAA grant agreement that will be in substantially the form attached
hereto as Exhibit "A" ("2015 FAA Grant Agreement"); and
WHEREAS, the project listed in AIP Project No. 3-08-0023-034-2015 is identified in the
Fort Collins-Loveland Municipal Airport Master Plan as a first priority project; and
WHEREAS, the matching local funds of ten percent necessary to accept the initial capital
grant funding of $760,000.00 from the FAA are to be divided equally between the State of
Colorado and the Cities which matching funds have been previously appropriated as part of the
Airport's 2015 budget; and
WHEREAS, the Cities have applied for a State of Colorado Division of Aeronautics
grant (the "CDA Grant") from the Division for the purpose of funding $42,222, which is one-
half the 10% match required by the 2015 FAA Grant.
NOW THEREFORE BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT
COLLINS, COLORADO as follows:
Section 1. That the City Manager is hereby authorized to execute the 2015 FAA
Grant Agreement, which is attached hereto as Exhibit "A", together with such modifications and
additions as the City Manager, in consultation with the City Attorney, determines necessary and
appropriate to protect the interests of the City or further the purposes of this Resolution.
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Section 2. That the City Manager is hereby authorized to execute a grant agreement
for the CDA Grant, which is attached hereto as Exhibit "B", with such modifications and
additions as the City Manager, in consultation with the City Attorney, determines necessary and
appropriate to protect the interests of the City or further the purposes of this Resolution.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this
21 st day of July, A.D. 2015.
ayor
ATTEST: Op FORT.
Cr: g :2
u �EA� >'
Chief Deputy City Clerk
COLORA�O
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1
EXHIBIT A
l�
U.S.Department
of Transportation
Federal Aviation
Administration
GRANTAGREEMENT
PART I—OFFER
Date of Offer June 24,2015
Airport/Planning Area Fort Collins-Loveland Municipal Airport
AIP Grant Number 3-08-0023-034-2015 (Contract No. DOT-FAI5NM-1024)
DUNS Number 07-648-1407
TO: City of Fort Collins and City of Loveland, Colorado
(herein called the "Sponsor')
FROM: The United States of America (acting through the Federal Aviation Administration, herein called the
'FAA")
WHEREAS, the Sponsor has submitted to the FAA a Project Application dated February 20, 2015, for a grant of Federal
funds for a project at or associated with the Fort Collins-Loveland Municipal Airport, which is included as part of this
Grant Agreement; and
WHEREAS, the FAA has approved a project for the Fort Collins-Loveland Municipal Airport (herein called the "Project")
consisting of the following:
Construct Snow Removal Equipment Building
which is more fully described in the Project Application.
NOW THEREFORE, according to the applicable provisions of the former Federal Aviation Act of 1958, as amended and
recodified, 49 U.S.C. 40101, et seq., and the former Airport and Airway Improvement Act of 1982 (AAIA), as amended
and recodified, 49 U.S.C. 47101, et seq., (herein the AAIA grant statute is referred to as "the Act"), the representations
contained in the Project Application, and in consideration of (a) the Sponsors adoption and ratification of the Grant
Assurances dated March 2014 and revised on April 3, 2014, and the Sponsors acceptance of this Offer, and (b) the
benefits to accrue to the United States and the public from the accomplishment of the Project and compliance with the
Grant Assurances and conditions as herein provided, I
THE FEDERAL AVIATION ADMINISTRATION, FOR AND ON BEHALF OF THE UNITED STATES, HEREBY OFFERS AND
AGREES to pay 90 percent of the allowable costs incurred accomplishing the Project as the United States share of the
Project.
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This Offer is made on and SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
CONDITIONS
1. Maximum Obligation.The maximum obligation of the United States payable under this Offer is$760,000.
For the purposes of any future grant amendments which may increase the foregoing maximum obligation of the
United States under the provisions of 49 U.S.C. § 47108(b), the following amounts are being specified for this
purpose:
$0 for planning
$760,000 for airport development or noise program implementation
$0 for land acquisition.
2. Ineligible or Unallowable Costs. The Sponsor must not include any costs in the project that the FAA has
determined to be ineligible or unallowable.
3. Determining the Final Federal Share of Costs. The United States' share of allowable project costs will be made in
accordance with the regulations, policies and procedures of the Secretary. Final determination of the United
States' share will be based upon the final audit of the total amount of allowable project costs and settlement will
be made for any upward or downward adjustments to the Federal share of costs.
4. Completing the Project Without Delay and In Conformance with Requirements. The Sponsor must carry out and
complete the project without undue delays and in accordance with this agreement, and the regulations, policies
and procedures,of the Secretary. The Sponsor also agrees to comply with the assurances which are part of this
agreement.
S. Amendments or Withdrawals before Grant Acceptance. The FAA reserves the right to amend or withdraw this
offer at any time prior to its acceptance by the Sponsor.
6. Offer Expiration Date.This offer will expire and the United States will not be obligated to pay any part of the costs
of the project unless this offer has been accepted by the Sponsor on or before July 24, 2015, or such subsequent
date as may be prescribed in writing by the FAA.
7. Improper Use of Federal Funds. The Sponsor must take all steps, including litigation if necessary, to recover
Federal funds spent fraudulently, wastefully, or in violation of Federal antitrust statutes, or misused in any other
manner in any project upon which Federal funds have been expended. For the purposes of this grant agreement,
the term "Federal funds" means funds however used or dispersed by the Sponsor that were originally paid
pursuant to this or any other Federal grant agreement. The Sponsor must obtain the approval of the Secretary as
to any determination of the amount of the Federal share of such funds. The Sponsor must return the recovered
Federal share, including funds recovered by settlement, order, or judgment, to the Secretary. The Sponsor must
furnish to the Secretary, upon request, all documents and records pertaining to the determination of the amount
of the Federal share or to any settlement, litigation, negotiation, or other efforts taken to recover such funds. All
settlements or other final positions of the Sponsor, in court or otherwise, involving the recovery of such Federal
share require advance approval by the Secretary.
8. United States Not Liable for Damage or Iniury. The United States is not be responsible or liable for damage to
property or injury to persons which may arise from,or be incident to, compliance with this grant agreement.
9. System for Award Management(SAM)Registration And Universal Identifier.
A. Requirement for System for Award Management (SAM): Unless the Sponsor is exempted from this
requirement under 2 CFR 25.110, the Sponsor must maintain the currency of its information in the SAM until
the Sponsor submits the final financial report required under this grant, or receives the final payment,
whichever is later. This requires that the Sponsor review and update the information at least annually after
the initial registration and more frequently if required by changes in information or another award term.
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Additional information about registration procedures may be found at the SAM website (currently at
http://www.sam.gov).
B. Requirement for Data Universal Numbering System (DUNS) Numbers
1. The Sponsor must notify potential subrecipient that it cannot receive a contract unless it has provided its
DUNS number to the Sponsor. A subrecipient means a consultant, contractor, or other entity that enters
into an agreement with the Sponsor to provide services or other work to further this project, and is
accountable to the Sponsor for the use of the Federal funds provided by the agreement, which may be
provided through any legal agreement, including a contract.
2. The Sponsor may not make an award to a subrecipient unless the subrecipient has provided its DUNS
number to the Sponsor.
3. Data Universal Numbering System: DUNS number means the nine-digit number established and assigned
by Dun and Bradstreet, Inc. (D & B) to uniquely identify business entities. A DUNS number may be
obtained from D & B by telephone (currently 866-492-0280) or the Internet (currently at
http://fedgov.dnb.com/webformi.
10. Electronic Grant Payment(s). Unless otherwise directed by the FAA, the Sponsor must make each payment
request under this agreement electronically via the Delphi elnvoicing System for Department of Transportation
(DOT) Financial Assistance Awardees.
11. Informal Letter Amendment of AIP Proiecm If, during the life of the project, the FAA determines that the
maximum grant obligation of the United States exceeds the expected needs of the Sponsor by $25,000 or five
percent (5%), whichever is greater, the FAA can issue a letter to the Sponsor unilaterally reducing the maximum
obligation. The FAA can also issue a letter to the Sponsor increasing the maximum obligation if there is an overrun
in the total actual eligible and allowable project costs to cover the amount of the overrun provided it will not
exceed the statutory limitations for grant amendments. If the FAA determines that a change in the grant
description is advantageous and in the best interests of the United States, the FAA can issue a letter to the
Sponsor amending the grant description.
By issuing an Informal Letter Amendment, the FAA has changed the grant amount or grant description to the
amount or description in the letter.
12. Air and Water Quality.The Sponsor is required to comply with all applicable air and water quality standards for all
projects in this grant. If the Sponsor fails to comply with this requirement, the FAA may suspend, cancel, or
terminate this grant.
13. Financial Reporting and Payment Requirements. The Sponsor will comply with all federal financial reporting
requirements and payment requirements, including submittal of timely and accurate reports.
14, Buy American. Unless otherwise approved in advance by the FAA, the Sponsor will not acquire or permit any
contractor or subcontractor to acquire any steel or manufactured products produced outside the United States to
be used for any project for which funds are provided under this grant. The Sponsor will include a provision
implementing Buy American in every contract.
15. Maximum Obligation Increase for Nonprimary Airports. In accordance with 49 U.S.C. § 4710B(b), as amended,
the maximum obligation of the United States, as stated in Condition No. 1 of this Grant Offer:
A. may not be increased for a planning project;
B. may be increased by not more than 15 percent for development projects;
C. may be increased by not more than 15 percent or by an amount not to exceed 25 percent of the total increase
in allowable costs attributable to the acquisition of land or interests in land, whichever is greater, based on
current credible appraisals or a court award in a condemnation proceeding.
16. Audits for Public Sponsors. The Sponsor must provide for a Single Audit in accordance with 2 CFR Part 200. The
Sponsor must submit the Single Audit reporting package to the Federal Audit Clearinghouse on the Federal Audit
Clearinghouse's Internet Data Entry System at http://harvester.census.gov/facweb/. The Sponsor must also
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provide one copy of the completed 2 CFR Part 200 audit to the Airports District Office.
17. Suspension or Debarment. The Sponsor must inform the FAA when the Sponsor suspends or debars a contractor,
person,or entity.
18. Ban on Texting When Driving.
A. In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving,
October 1, 2009, and DOT Order 3902.10, Text Messaging While Driving, December 30, 2009, the Sponsor is
encouraged to:
1. Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including
policies to ban text messaging while driving when performing any work for, or on behalf of, the Federal
government, including work relating to a grant or subgrant.
2. Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as:
a. Establishment of new rules and programs or re-evaluation of existing programs to prohibit text
messaging while driving; and
b. Education, awareness, and other outreach to employees about the safety risks associated with texting
while driving.
B. The Sponsor must insert the substance of this clause on banning texting when driving in all subgrants,
contracts and subcontracts
19. Trafficking in Persons.
A. Prohibitions: The prohibitions against trafficking in persons (Prohibitions) that apply to any entity other than a
State, local government, Indian tribe, or foreign public entity. This includes private Sponsors, public Sponsor
employees,subrecipients of private or public Sponsors(private entity) are:
1. Engaging in severe forms of trafficking in persons during the period of time that the agreement is in effect;
2. Procuring a commercial sex act during the period of time that the agreement is in effect; or
3. Using forced labor in the performance of the agreement, including subcontracts or subagreements under
the agreement.
B. In addition to all other remedies for noncompliance that are available to the FAA, Section 106(g) of the
Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), allows the FAA to
unilaterally terminate this agreement,without penalty, if a private entity—
1. Is determined to have violated the Prohibitions; or
2. Has an employee who the FAA determines has violated the Prohibitions through conduct that is either—
a. Associated with performance under this agreement; or
b. Imputed to the Sponsor or subrecipient using 2 CFR part 180, "OMB Guidelines to Agencies on
Governmentwide Debarment and Suspension (Non procurement)," as implemented by the FAA at 49
CFR Part 29.
20. Exhibit A Incorporated by Reference. The Exhibit"A" updated June 2007, filed with AIP Project 3-08-0023-021, is
incorporated herein by reference.
21. Current FAA Advisory Circulars for AIP Protects: The sponsor will carry out the project in accordance with
policies, standards, and specifications approved by the Secretary including but not limited to the advisory circulars
listed in the Current FAA Advisory Circulars Required For Use In AIP Funded and PFC Approved Projects, dated
February 11, 2015, and included in this grant, and in accordance with applicable state policies, standards, and
specifications approved by the Secretary.
22. Assurances: The Sponsor agrees to comply with the Assurances attached to this offer, which replaces the
assurances that accompanied the Application for Federal Assistance.
23. Title VI: It is understood and agreed by and between the parties hereto that the STANDARD DOT TITLE VI
ASSURANCES executed by the Sponsor is hereby incorporated herein and made a part hereof by reference.
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24. Final Proiect Documentation: The Sponsor understands and agrees that in accordance with 49 USC 47111, and
the Airport District Office's concurrence, that no payments totaling more than 97.5 percent of United States
Government's share of the project's estimated allowable cost may be made before the project is determined to be
satisfactorily completed. Satisfactorily complete means the following: (1)The project results in a complete, usable
unit of work as defined in the grant agreement; and (2) The sponsor submits necessary documents showing that
the project is substantially complete per the contract requirements, or has a plan (that FAA agrees with) that
addresses all elements contained on the punch list.
25. AGIS Requirements: Airports GIS requirements,as specified in Advisory Circular 150/5300-18, apply to the project
included in this grant offer. Final construction as-built information or planning deliverables must be collected
according to these specifications and submitted to the FAA. The submittal must be reviewed and accepted by the
FAA before the grant can be administratively closed.
26. Co-Sponsor. The Co-Sponsors understand and agree that they jointly and severally adopt and ratify the
representations and assurances contained therein and that the word "Sponsor" as used in the application and
other assurances is deemed to include all co-sponsors.
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The Sponsor's acceptance of this Offer and ratification and adoption of the Project Application Incorporated herein shall be
evidenced by execution of this instrument by the Sponsor, as hereinafter provided, and this Offer and Acceptance shall comprise a
Grant Agreement, as provided by the Act, constituting the contractual obligations and rights of the United States and the Sponsor
with respect to the accomplishment of the Project and compliance with the assurances and conditions as provided herein. Such
Grant Agreement shall become effective upon the Sponsor's acceptance of this Offer.
UNITED STATES OF AMERICA
FEDERAL AVI AD INISTRATIO
(Sign atur )
ohn P.Bauer
(Typed Name)
Manager,Onver Airports District Office
(Title)
PART II-ACCEPTANCE
The Sponsor does hereby ratify and adopt all assurances, statements, representations, warranties, covenants, and agreements
contained in the Project Application and Incorporated materials referred to in the foregoing Offer,and does hereby accept this Offer
and by such acceptance agrees to comply with all of the terms and conditions in this Offer and in the Project Application.
I declare under penalty of perjury that the foregoing is true and correct.'
Executed this day of
CITY OF FORT COLLINS,COLORADO
(Name of Sponsor)
(Signature of Sponsor's Designated Official Representative)
By:
(Printed Name of Sponsor's Designated Official Representative)
Title:
(Title of Sponsor's Designated Official Representative)
CERTIFICATE OF SPONSOR'S ATTORNEY
acting as Attorney for the Sponsor do hereby certify:
That In my opinion the Sponsor is empowered to enter Into the foregoing Grant Agreement under the laws of the State of Colorado.
Further, I have examined the foregoing Grant Agreement and the actions taken by said Sponsor and Sponsor's official representative
has been duly authorized and that the execution thereof is in all respects due and proper and in accordance with the laws of the said
State and the Act. In addition, for grants Involving projects to be carried out an property not owned by the Sponsor, there are no
legal impediments that will prevent full performance by the Sponsor. Further, it is my opinion that the said Grant Agreement
constitutes a legal and binding obligation of the Sponsor In accordance with the terms thereof.
Dated at this day of
By
(Signature of sponsors Attorney)
Knowingly and willfully providing false information to the Federal government is a violation of 1g U.S.C.Section 1001(False
Statements)and could subject you to fines,imprisonment,or both.
61Page 3-08 - 0023 -034-2015
The Sponsor does hereby ratify and adopt all assurances, statements, representations, warranties, covenants, and agreements
contained in the Project Application and incorporated materials referred to in the foregoing Offer,and does hereby accept this Offer
and by such acceptance agrees to comply with all of the terms and conditions in this Offer and in the Project Application.
I declare under penalty of perjury that the foregoing is true and correct 2
Executed this day of
CITY OF LOVELAND,COLORADO
(Nome of sponsor)
(Signature of Sponsors Designated Official Representative)'
By:
(Printed Nome of Sponsors Designated Official Representative)
Title:
(Title of Sponsors Designated Official Representative)
CERTIFICATE OF SPONSOR'S ATTORNEY
I, acting as Attorney for the Sponsor do hereby certify:
That in my opinion the Sponsor is empowered to enter into the foregoing Grant Agreement under the laws of the State of Colorado.
Further, I have examined the foregoing Grant Agreement and the actions taken by said Sponsor and Sponsor's official representative
has been duly authorized and that the execution thereof is in all respects due and proper and in accordance with the laws of the said
State and the Act. In addition, for grants involving projects to be carried out on property not owned by the Sponsor, there are no
legal impediments that will prevent full performance by the Sponsor. Further, it is my opinion that the said Grant Agreement
constitutes a legal and binding obligation of the Sponsor in accordance with the terms thereof.
Dated at this day of
By
(Signature of Sponsors Attorney)
Z Knowingly and willfully providing false information to the Federal government is a violation of 18 U.S.C.Section 1001(False
Statements)and could subject you to fines,imprisonment,or both.
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EXHIBIT B
COOT—Aeronautic Division
CDAG #: 15-FNL-01
ROUTING #: 16-HAV-ZL-00009
CMS#: 16-HAV-ZL-00009/SRM #: 16-HAV-ZL-00009
PO#: 491000931
STATE OF COLORADO
Colorado Department of Transportation
Colorado Aeronautical Board
Division of Aeronautics
Grant Agreement
with the
City of Fort Collins and City of Loveland
TABLE OF CONTENTS
1. PARTIES...........................................................................................:..................................................... 1
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY .................................................................... 1
3. RECITALS ..............................................................................................................................................2
4. DEFINITIONS.........................................................................................................................................2
5. TERM ......................................................................................................................................................3
6. STATEMENT OF WORK/CONTRACT OBJECTIVE PLAN.............................................................3
7. PAYMENTS TO GRANTEE..................................................................................................................3
8. REPORTING -NOTIFICATION............................................................................................................5
9. GRANTEE RECORDS............................................................................................................................5
10. CONFIDENTIAL INFORMATION-STATE RECORDS.......................................................................6
11. CONFLICTS OF INTEREST..................................................................................................................7
12. REPRESENTATIONS AND WARRANTIES........................................................................................7
13. INSURANCE...........................................................................................................................................7
14. BREACH.................................................................................................................................................8
15. REMEDIES .............................................................................................................................................9
16. NOTICES and REPRESENTATIVES .................................................................................................. 10
17. RIGHTS IN DATA, DOCUMENTS,AND COMPUTER SOFTWARE.............................................. 11
18. GOVERNMENTAL IMMUNITY......................................................................................................... 11
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM.................................................................... 11
20. GENERAL PROVISIONS .................................................................................................................... 12
21. COLORADO SPECIAL PROVISIONS................................................................................................ 14
22. SIGNATURE PAGE ............................................................................................................................. 16
23. EXHIBIT A............................................................................................................................................ 17
24. EXHIBIT B............................................................................................................................................ 18
1. PARTIES
This Grant Agreement("Grant') is entered into by and between City of Fort Collins and City of Loveland
("Sponsors"), and the STATE OF COLOR-ADO acting by and through the Colorado Department of
Transportation, Division of Aeronautics("State"or"Division"). The Sponsors represent and warrant to the
State that it has the authority to act on behalf of Fort Collins-Loveland Muncipal Airport and to bind the
Airport to the provisions in this Grant(the Sponsors and the Airport are collectively hereinafter called the
"Grantee").
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
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This Grant shall not be effective or enforceable until it is approved and signed by the Colorado State Controller
or designee("Effective Date"), Except as provided in Section 7(B)(v), the State shall not be liable to pay or
reimburse Grantee for any performance hereunder, including, but not limited to costs or expenses incurred,or
be bound by any provision hereof prior to the Effective Date.
3. RECITALS
A. Authority,Appropriation,and Approval
Authority to enter into this Grant exists in CRS §43-10-108.5 and funds have been budgeted, appropriated
and otherwise made available pursuant to CRS §§39-27-112(2)(b),43-10-109 and 43-10-102 and a
sufficient unencumbered balance thereof remains available for payment. Required approvals, clearance and
coordination have been accomplished from and with appropriate agencies.
B. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other good and
valuable consideration are sufficient and adequate to support this Grant.
C. Purpose
The purpose of this Grant is to promote aviation for the betterment of the Colorado Aviation System.
D. References
All references in this Grant 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.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Budget
"Budget" means the budget for the Work described in Exhibit A.
B. Evaluation
"Evaluation"means the process of examining Grantee's Work and rating it based on criteria established in
§6 and §19.
C. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein: Exhibit A (Colorado Discretionary
Aviation Grant Program Application) ...and... Exhibit B (Resolution in accordance with the General
Assembly of the State of Colorado declared in CRS §43-10-101).
D. Goods
"Goods"means tangible material acquired,produced, or delivered by Grantee either separately or in
conjunction with the Services Grantee renders hereunder.
E. Grant
"Grant" means this Grant, its terms and conditions, attached exhibits, documents incorporated by reference
under the terms of this Grant, and any future modifying agreements,exhibits, attachments or references
incorporated herein pursuant to Colorado State law, Fiscal Rules,and State Controller Policies.
F. Grant Funds
"Grant Funds" means available funds payable by the State to Grantee pursuant to this Grant.
G. Local Funds
"Local Funds" provided by any city, county or other private entity to fund performance of the Work.
H. Manual
"Manual"refers to the Aviation Grant Management Manual as approved by the Colorado Aeronautical
Board.
I. Party or Parties
"Party" means the State or Grantee and"Parties"means both the State and Grantee.
J. Program
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"Program" means the Colorado Discretionary Aviation grant program that provides the funding for this
Grant.
K. Review
"Review" means examining Grantee's Work to ensure that it is adequate, accurate, correct and in
accordance with the criteria established in §6, §19 and Exhibit A.
L. Services
"Services" means the required services to be performed by Grantee pursuant to this Grant.
M. Subgrantee
"Subgrantee"means third-parties, if any,engaged by Grantee to aid in performance of its obligations.
N. Work
"Work" means the tasks and activities Grantee is required to perform to fulfill its obligations under this
Grant and Exhibit A, including the performance of the Services and delivery of the Goods. The Work is
further described in the plans and specifications for the project as approved by the Federal Aviation
Administration ("FAA")or the Division.
O. Work Product
"Work Product"means the tangible or intangible results of Grantee's Work, including, but not limited to,
software, research,reports,studies,data, photographs,negatives or other finished or unfinished documents,
drawings, models, surveys, maps, materials, or work product of any type, including drafts.
5. TERM
A. Initial Term-Work Commencement
The Parties respective performances under this Grant shall commence on the Effective Date. This Grant
shall terminate on June 30,2018 unless sooner terminated or further extended as specified elsewhere
herein.
6. STATEMENT OF WORK/CONTRACT OBJECTIVE PLAN
A. Brief Project Description:
Element A: Snow Removal Equipment Construction
B. Completion
Grantee shall complete the Work and its other obligations as described herein and in Exhibit A and in the
plans and specifications for the project as approved by the FAA or Division on or before June 30,2018.
The State shall not be liable to compensate Grantee for any Work performed prior to the Effective Date or
after the termination of this Grant.
C. Goods and Services
Grantee shall procure Goods and Services necessary to complete the Work. Such procurement shall be
accomplished using the Grant Funds and shall not increase the maximum amount payable hereunder by the
State. Grantee is subject to its local procurement standards. If none exist, Grantee is subject to the general
procurement standards of the State.
D. Employees
All persons employed by Grantee or Subgrantees shall be considered Grantee's or Subgrantees'
employee(s)for all purposes hereunder and shall not be employees of the State for any purpose as a-result
of this Grant.
7. PAYMENTS TO GRANTEE
The State shall, in accordance with the provisions of this §7, pay Grantee in the following amounts and using
the methods set forth below:
A. Maximum Amount
The maximum amount payable under this Grant to Grantee by the State is $42,222.00 as determined by the
State based on available funds.
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The maximum amount payable under this Grant to Grantee by the State is 5%of the project cost not to
exceed$42,222.00 for Element A,as determined by the State from available funds in Fund 160, G/L
account#4511000010,& Vendor#0002000212 & Partner#2000212 (if applicable),and Org. #VDG 15-
033. Grantee agrees to provide any additional funds required for the successful completion of the Work.
Payments to Grantee are limited to the unpaid obligated balance of the Grant as set forth in Exhibit A. The
State and Grantee shall participate in providing the Grant amount as follows:
State: $42,222.00
Local Funds: $42,223.00
Federal: $760,000.00
B. Payment -
i. Advance, Interim and Final Payments
Any advance payment allowed under this Grant, shall comply with State Fiscal Rules and be made
in accordance with the provisions of this Grant. Grantee shall initiate any payment requests by
submitting invoices to the State in the form and manner set forth and approved by the State. Grant
Funds remaining following the completion and approval of the Work or the termination/expiration of
the Grant will be returned to the State.
ii. Interest
The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced
represents performance by Grantee previously accepted by the State. Uncontested amounts not paid
by the State within 45 days may, if Grantee so requests,bear interest on the unpaid balance
beginning on the 46th day at a rate not to exceed one percent per month until paid in full: provided,
however, that interest shall not accrue on unpaid amounts that are subject to a good faith dispute.
Grantee shall invoice the State separately for accrued interest on delinquent amounts. The billing
shall reference the delinquent payment,the number of day's interest to be paid and the interest rate.
iii. Available Funds-Contingency-Termination
The State is prohibited by law from making fiscal commitments beyond the term of the State's
current fiscal year. Therefore, Grantee's compensation is contingent upon the continuing availability
of State appropriations as provided in the Colorado Special Provisions, set forth below. If federal
funds are used with this Grant in whole or in part, the State's performance hereunder is contingent
upon the continuing availability of such funds. Payments pursuant to this Grant shall be made only
from available funds encumbered for this Grant and the State's liability for such payments shall be
limited to the amount remaining of such encumbered funds. If State or federal funds are not
appropriated,or otherwise become unavailable to fund this Grant, the State may immediately
terminate this Grant in whole or in part without further liability in accordance with the provisions
herein.
iv. Erroneous Payments
At the State's sole 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, may be recovered from Grantee by deduction from subsequent payments under this Grant
or other Grants,grants or agreements between the State and Grantee or by other appropriate methods
and collected as a debt due to the State. Such funds shall not be paid to any person or entity other
than the State.
v. Retroactive Payments
The State shall pay Grantee for costs or expenses incurred or performance by the Grantee prior to the
Effective Date, only if(1)the Grant Funds involve federal funding and(2) federal laws, rules and
regulations applicable to the Work provide for such retroactive payments to the Grantee. Any such
retroactive payments shall comply with State Fiscal Rules and be made in accordance with the
provisions of this Grant or any Exhibit. Grantee shall initiate any payment requests by submitting
invoices to the State in the form and manner set forth and approved by the State.
C. Use of Funds
Grant Funds shall be used only for eligible costs identified herein and/or in Exhibit A. This shall be used
solely for aviation purposes as defined in CRS §43-10-102(3)and this Grant shall not be used for the
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subsidization of airlines. Misuse of Grant Funds, including subsidization for airlines, may result in
immediate termination of this Grant for cause and forfeiture of any remaining Grant Funds.
D. Local Funds
Grantee shall provide Local Funds as provided in Exhibit A. Grantee shall have raised the full amount of
Local Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon
request.
E. Payment Compliance All Grant reimbursements shall comply with Title 49 Part 18 of the Uniform Administrative Requirements
for Grants and Cooperative Agreements to State and Local Governments. Additionally, Grantee shall only
be reimbursed for costs allowable under 2 CFR Part 125, Appendix A.
Sponsor requests that all Grant Funds be distributed by the State to the Airport.
S. REPORTING -NOTIFICATION
Reports, Evaluations,and Reviews required under this §8 shall be in accordance with the procedures of and in
such form as prescribed by the State and in accordance with §19, if applicable.'
A. Performance, Progress, Personnel,and Funds
State shall submit a report to the Grantee upon expiration or sooner termination of this Grant, containing an
Evaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder. In
addition, Grantee shall comply with all reporting requirements, if any, set forth in the Manual.
B. Litigation Reporting
Within 10 days after being served with any pleading in a legal action filed with a court or administrative
agency,related to this Grant or which may affect Grantee's ability to perform its obligations hereunder,
Grantee shall notify the State of such action and deliver copies of such pleadings to the State's principal
representative as identified herein. If the State's principal representative is not then serving, such notice and
copies shall be delivered to the Executive Directoriof CDOT.
C. Noncompliance
Grantee's failure to provide reports and notify the State in a timely manner in accordance with this §8 may
result in the delay of payment of funds and/or termination as provided under this Grant.
D. Subgrants
Copies of any and all subgrants entered into by Grantee to perform its obligations hereunder shall be
submitted to the State or its principal representative upon request by the State. Any and all subgrants
entered into by Grantee related to its performance hereunder shall comply with all applicable federal and
state laws and shall provide that such subgrants be governed by the laws of the State of Colorado.
9. GRANTEE RECORDS
Grantee shall make,keep, maintain and allow inspection and monitoring of the following records:
A. Maintenance
Grantee shall make, keep,maintain,and allow inspection and monitoring by the State of a complete file of
all records, documents,communications,notes and other written materials,electronic media files,and
communications, pertaining in any manner to the Work or the delivery of Services(including, but not
limited to the operation of programs)or Goods hereunder. Grantee shall maintain such records until the
last to occur of the following: (i) a period of three years after the date this Grant is completed or terminated,
or(ii) final payment is made hereunder, whichever is later, or(iii)for such further period as may be
necessary to resolve any pending matters,or(iv) if an audit is occurring, or Grantee has received notice that
an audit is pending,then until such audit has been completed and its findings have been resolved(the
"Record Retention Period").
B. Inspection
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Grantee shall permit the State, the federal government and any other duly authorized agent of a
governmental agency to audit, inspect,examine, excerpt, copy and/or transcribe Grantee's records related to
this Grant during the Record Retention Period for a period of three years following termination of this
Grant or final payment hereunder, whichever is later,to assure compliance with the terms hereof or to
evaluate Grantee's performance hereunder. The State reserves the right to inspect the Work at all reasonable
times and places during the term of this Grant, including any extension. If the Work fails to conform to the
requirements of this Grant,the State may require Grantee promptly to bring the Work into conformity with
Grant requirements, at Grantee's sole expense. If the Work cannot be brought into conformance by re-
performance or other corrective measures,the State may require Grantee to take necessary action to ensure
that future performance conforms to Grant requirements and exercise the remedies available under this
Grant, at law or in equity in lieu of or in conjunction with such corrective measures.
C. Monitoring
Grantee shall permit the State, the federal government, and other governmental agencies.having
jurisdiction, in their sole discretion,to monitor all activities conducted by Grantee pursuant to the terms of
this Grant using any reasonable procedure, including,but not limited to: internal evaluation procedures,
examination of program data, special analyses, on-site checking, formal audit examinations, or any other
procedures. All monitoring controlled by the State shall be performed in a manner that shall not unduly
interfere with Grantee's performance hereunder.
D. Final Audit Report
If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this
Grant, Grantee shall submit a copy of the final audit report to the State or its principal representative at the
address specified herein.
10. CONFIDENTIAL INFORMATION-STATE RECORDS
Grantee shall comply with the provisions of this §10 if it becomes privy to confidential information in
connection with its performance hereunder.Confidential information, includes, but is not necessarily limited to,
any State records, personnel records, and information concerning individuals. Such information shall not
include information required to be disclosed pursuant to the Colorado Open Records Act, CRS §24-72-101 et
seq.
A. Confidentiality
Grantee shall keep all State records and information confidential at all times and to comply with all laws
and regulations concerning confidentiality of information. Any request or demand by a third party for State
records and information in the possession of Grantee shall be immediately forwarded to the State's
principal representative.
B. Notification
Grantee shall notify its agent, employees, Subgrantees,and assigns who may come into contact with State
records and confidential information that each is subject to the confidentiality requirements set forth herein,
and shall provide each with a written explanation of such requirements before they are permitted to access
such records and information.
C. Use,Security, and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee
or its agents in any way, except as authorized by this Grant or approved in writing by the State. Grantee
shall provide and maintain a secure environment that ensures confidentiality of all State records and other
confidential information wherever located. Confidential information shall not be retained in any files or
otherwise by Grantee or its agents, except as permitted in this Grant or approved in writing by the State.
D. Disclosure-Liability
Disclosure of State records or other confidential information by Grantee for any reason may be cause for
legal action by third parties against Grantee,the State or their respective agents. To the extent permitted by
law,the 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, Subgrantees, or
assignees pursuant to this §10.
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11. CONFLICTS OF INTEREST
Grantee shall not engage in any business or personal activities or practices or maintain any relationships which
conflict in any way with the full performance of Grantee's obligations hereunder. Grantee acknowledges that
with respect to this Grant,even the appearance of a conflict of interest is harmful to the State's interests. Absent
the State's prior written approval, Grantee shall refrain from any practices, activities or relationships that
reasonably appear to be in conflict with the full performance of Grantee's obligations to the State hereunder. If
a conflict or appearance exists,or if Grantee is uncertain whether a conflict or the appearance of a conflict of
interest exists,Grantee shall submit to the State a disclosure statement setting forth the relevant details for the
State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in
regard to the apparent conflict constitutes a breach of this Grant.
12. REPRESENTATIONS AND WARRANTIES
Grantee makes the following specific representations and warranties, each of which was relied on by the State
in entering into this Grant. ,
A. Standard and Manner of Performance
Grantee shall perform its obligations hereunder in accordance with the highest standards of care,skill and
diligence in the industry, trades or profession and in the sequence and manner set forth in this Grant.
B. Legal Authority—Grantee and Grantee's Signatory
Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions
required by its procedures, by-laws, and/or applicable laws to exercise that authority, and to lawfully
authorize its undersigned signatory to execute this Grant, or any part thereof, and to bind Grantee to its
terms. If requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter
into this Grant within 15 days of receiving such request.
C. r Licenses, Permits,Etc.
Grantee represents and warrants that as of the Effective Date it has, and that at all times during the term
hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other
authorization required by law to perform its obligations hereunder. Grantee warrants that it shall maintain
all necessary licenses,certifications,approvals, insurance, permits,and other authorizations required to
properly perform this Grant, without reimbursement by the State or other adjustment in Grant Funds.
Additionally, all employees and agents of Grantee performing Services under this Grant shall hold all
required licenses or certifications, if any,to perform their responsibilities. Grantee, if a foreign corporation
or other foreign entity transacting business in the State of Colorado, further warrants that it currently has
obtained and shall maintain any applicable certificate of authority to transact business in the State of
Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation,
withdrawal or non-renewal of licenses,certifications, approvals, insurance, permits or any such similar
requirements necessary for Grantee to properly perform the terms of this Grant shall be deemed to be a
material breach by Grantee and constitute grounds for termination of this Grant.
13. INSURANCE
Grantee and its Subgrantees shall obtain and maintain insurance as specified in this section at all times during
the term of this Grant: All policies evidencing the insurance coverage required hereunder shall be issued by -
insurance companies satisfactory to Grantee and the State.
A. Grantee
i. Public Entities
If Grantee is a"public entity" within the meaning of the Colorado Governmental Immunity Act, CRS
§24-10-101, et seq., as amended(the"GIA"),then Grantee shall maintain at all times during the term
of this Grant such liability insurance,by commercial policy or self-insurance, as is necessary to meet
its liabilities under the GIA. Grantee shall show proof of such insurance satisfactory to the State, if
requested by the State. Grantee shall require each Grant with Subgrantees that are public entities,
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providing Goods or Services hereunder, to include the insurance requirements necessary to meet
Subgrantee's liabilities under the CIA.
ii. Non-Public Entities
If Grantee is not a"public entity" within the meaning of the CIA, Grantee shall obtain and maintain
during the term of this Grant insurance coverage and policies meeting the same requirements set forth
in §13(B)with respect to Subgrantees that are not"public entities".
B. Grantee and Subgrantees
Grantee shall require each Grant with Subgrantees, other than those that are public entities, providing
Goods or Services in connection with this Grant,to include insurance requirements substantially similar to
the following:
i. Worker's Compensation
Worker's Compensation Insurance as required by State statute,and Employer's Liability Insurance
covering all of Grantee and Subgrantee employees acting within the course and scope of their
employment.
ii. General Liability
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.
iii. Automobile Liability
Automobile Liability Insurance covering any auto(including owned, hired and non-owned autos)with
a minimum limit of$1,000,000 each accident combined single limit.
iv. Additional Insured
Grantee and the State shall be named as additional insured on the Commercial General Liability
Insurance policy(leases and construction Grants require additional insured coverage for completed
operations on endorsements CG 2010 1 1/85, CG 2037, or equivalent).
v. Primacy of Coverage
Coverage required of Grantee and Subgrantees shall be primary over any insurance or self-insurance
program carried by Grantee or the State.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-renewal without
at least 45 days prior notice to the Grantee and Grantee shall forward such notice to the State in
accordance with §16(Notices and Representatives)within seven days of Grantee's receipt of such
notice.
vii. Subrogation Waiver
All insurance policies in any way related to this Grant and secured and maintained by Grantee or its
Subgrantees as required herein 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.
C. Certificates '
Grantee and all Subgrantees shall provide certificates showing insurance coverage required hereunder to
the State within seven business days of the Effective Date of this Grant. No later than 15 days prior to the
expiration date of any such coverage,Grantee and each Subgrantee shall deliver to the State or Grantee
certificates of insurance evidencing renewals thereof. In addition,upon request by the State at any other
time during the term of this Grant or any subgrant, Grantee and each Subgrantee shall, within 10 days of
such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this
§13.
14. BREACH
A. Defined
In addition to any breaches specified in other sections of this Grant,the failure of either Party to perform
any of its material obligations hereunder, in whole or in part or in a timely or satisfactory manner,
constitutes a breach. The institution of proceedings under any bankruptcy, insolvency,reorganization or
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similar law, by or against Grantee,or the appointment of a receiver or similar officer for Grantee or any of
its property,which is not vacated or fully stayed within 20 days after the institution or occurrence thereof,
shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in §16. If such breach is not cured within 30 days of receipt of written notice,or if a
cure cannot be completed within 30 days,or if cure of the breach has not begun within 30 days and pursued
with due diligence,the State may,exercise any of the remedies set forth in §15.Notwithstanding anything
to the contrary herein,the State, in its sole discretion, need not provide advance notice or a cure period and
may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety
or to prevent immediate public crisis.
15. REMEDIES
If Grantee is in breach under any provision of this Grant, the State shall have all of the remedies listed in this
§15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period
set forth in §14(B), provided however,that the State may terminate this Grant pursuant to §15(B)without a
breach. The State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or
consecutively.
A. Termination for Cause and/or Breach
If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its
completion in accordance with the provisions of this Grant and in a timely manner, the State may notify
Grantee of such non-performance in accordance with the provisions herein. If Grantee thereafter fails to
promptly cure such non-performance within the cure period, the State, at its option, may terminate this
entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform.
Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. Grantee shall
continue performance of this Grant to the extent not terminated, if any.
i. Obligations and Rights
To the extent specified in any termination notice,Grantee shall not incur further obligations or render
further performance hereunder past the effective date of such notice, and shall terminate outstanding
orders and subcontracts with third parties. However,Grantee shall complete and deliver to the State all
Work, Services and Goods not cancelled by the termination notice and may incur obligations as are
necessary to do so within this Grant's terms. At the sole discretion of the State,Grantee shall assign to
the State all of Grantee's right,title,and interest under such terminated orders or subgrants. Upon
termination, Grantee shall take timely, reasonable and necessary action to protect and preserve
property in the possession of Grantee in which the State has an interest.-All materials owned by the
State in the possession of Grantee shall be immediately returned to the State. All Work Product, at the
option of the State, shall be delivered by Grantee to the State and shall become the State's property.
ii. Payments
The State shall reimburse Grantee only for accepted performance up to the date of termination. If, after
termination by the State, it is determined that Grantee was not in breach or that Grantee's action or
inaction was excusable, such termination shall be treated as a termination in the public interest and the
rights and obligations of the Parties shall be the same as if this Grant had been terminated in the public
interest, as described herein.
iii. Damages and Withholding
Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State
for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the
State may withhold any payment to Grantee for the purpose of mitigating the State's damages, until
such time as the exact amount of damages due to the State from Grantee is determined. The State may
withhold any amount that may be due to Grantee as the State deems necessary to protect the State,
including loss as a result of outstanding liens or claims of former lien holders,or to reimburse the State
for the excess costs incurred in procuring similar goods or services. Grantee shall be liable for excess
costs incurred by the State in procuring from third parties replacement Work, Services or substitute
Goods as cover.
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B. Early Termination in the Public Interest
The State is entering into this Grant for the purpose of carrying out the public policy of the State of
Colorado, as determined by its Governor, General Assembly, and/or courts. If this Grant ceases to further
the public policy of the State,the State, in its sole discretion, may terminate this Grant in whole or in part.
Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This
subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee, which
shall be governed by§15(A) or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify Grantee of such termination in accordance with §16. The notice shall specify the
effective date of the termination and whether it affects all or a portion of this Grant.
ii. Obligations and Rights
Upon receipt of a termination notice,Grantee shall be subject to and comply with the same obligations
and rights set forth in §I5(A)(i).
iii. Payments
If this Grant is terminated by the State pursuant to this §15(B), Grantee shall be paid an amount which
bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily
performed bear to the total Services covered by this Grant, less payments previously made.
Additionally, if this Grant is less than 60%completed,the State may reimburse Grantee for a portion
of actual out-of-pocket expenses(not otherwise reimbursed under this Grant) incurred by Grantee
which are directly attributable to the uncompleted portion of Grantee's obligations hereunder;provided
that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee
hereunder.
C. Remedies Not Involving Termination
The State, in its sole discretion, may exercise one or more of the following remedies in addition to other
remedies available to it:
i. Suspend Performance
Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary
corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or
performance schedule. Grantee shall promptly cease performance 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 under this provision.
ii. Withhold Payment'
Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and
completed.
iii. Deny Payment
Deny payment for those obligations not performed, that due to Grantee's actions or inactions,cannot
be performed or, if performed, would be of no value to the State; provided, that any denial of payment
shall be reasonably related to the value to the State of the obligations not performed.
iv. Removal
Demand removal of any of Grantee's employees, agents, or Subgrantees whom the State deems
incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued
relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest.
v. Intellectual Property
If Grantee infringes on a patent, copyright,trademark, trade secret or other intellectual property right
while performing its obligations under this Grant, Grantee shall, at the State's option (a)obtain for the
State or Grantee the right to use such products and services; (b)replace any Goods, Services, or other
product involved with non-infringing products or modify them so that they become non-infringing; or,
(c) if neither of the foregoing alternatives are reasonably available,remove any infringing Goods,
Services,or products and refund the price paid therefore to the State.
16. NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party.All notices required to
be given hereunder shall be hand delivered with receipt required or sent by certified Or registered mail to such
Parry's principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy
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notice, notice also may be sent by e-mail to the e-mail addresses, if any,set forth below. Either Party may from
time to time designate by written notice substitute addresses or persons to whom such notices shall be sent.
Unless otherwise provided herein,all notices shall be effective upon receipt.
A. State:
Todd Green
Division of Aviation
5126 Front Range Parkway
Watkins,CO 80137
(303) 512-5256
todd.green@state.co.ujs
B. Grantee:
Jason Licon
FORT COLLINS/LOVELAND MUNCPAL AIRPORT
4900 Earhart Road
Loveland, CO, 80538
970-962-2851
jason.licon@cityofloveland.org
17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE
Any software,research,reports, studies, data, photographs, negatives or other documents, drawings, models,
materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its
obligations under this Grant shall be the property of the State and,all Work Product shall be delivered to the
State by Grantee upon completion or termination hereof. The State's rights in such Work Product shall include,
but not be limited to,the right to copy, publish, display, transfer, and prepare derivative works.
18. GOVERNMENTAL IMMUNITY
Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or
implied, of any of the immunities, rights, benefits, protection, or other provisions of the GIA. Liability for
claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments,
institutions,agencies, boards,officials, and employees is controlled and limited by the provisions of the GIA
and the risk management statutes, CRS §24-30-1501, et seq., as amended.
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Grantee under this Grant is S 100,000 or greater,either on the Effective Date
or at anytime thereafter,this §19 applies.
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 Grants and
inclusion of Grant performance information in a statewide Contract Management System.
Grantee's performance shall be subject to Evaluation and Review 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 and Review of Grantee's performance shall be part of the normal Grant administration process and
Grantee's performance will be systematically recorded in the statewide Contract Management System. Areas of
Evaluation and 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
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Grantee's obligations. Such performance information shall be entered into the statewide Contract Management
System at intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30
days of the end of the Grant tern. Grantee shall be notified following each performance Evaluation and Review,
and shall address or correct any identified problem in a timely manner and maintain work progress.
Should the final performance Evaluation and Review determine that Grantee demonstrated a gross failure to
meet the performance measures established hereunder, the Executive Director of the Colorado Department of
Personnel and Administration (Executive Director), upon request by CDOT and showing of good cause, may
debar Grantee and prohibit Grantee from bidding on future Grants. Grantee may contest the final Evaluation,
Review and Rating by: (a)filing rebuttal statements, which may result in either removal or correction of the
evaluation(CRS §24-105-102(6)), or(b) 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 Grantee, by the Executive Director, upon a showing of good cause.
20. GENERAL PROVISIONS
A. Assignment and Subgrants
Grantee's rights and obligations hereunder are personal and may not be transferred,assigned or subgranted
without the prior, written consent of the State. Any attempt at assignment,transfer, or subgranting without
such consent shall be void. All assignments, subgrants, or Subgrantees approved by Grantee or the State are
subject to all of the provisions hereof. Grantee shall be solely responsible for all aspects of subgranting
arrangements and performance.
B. Binding Effect
Except as otherwise provided in §20(A), all provisions herein contained, including the benefits and
burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors,
and assigns.
C. Captions '
The captions and headings in this Grant are for convenience of reference only, and shall not be used to
interpret,define, or limit its.provisions. `
D. Counterparts
This Grant may be executed in multiple identical original counterparts, all of which shall constitute one
agreement.
E. Entire Understanding
This Grant represents the complete integration of all understandings between the Parties and all prior
representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions,
deletions,or other changes hereto shall not have any force or effect whatsoever, unless embodied herein.
F. Indemnification-General
To the extent permitted by law, 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, Subgrantees,or assignees pursuant to the terms of this Grant; however, 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 GIA, or the Federal Tort Claims Act,28 U.S.C.2671 et seq.,as
applicable, as now or hereafter amended. If Grantee is a"public entity"within the meaning of GIA,
liability is controlled and limited by the provisions of the GIA.
G. Jurisdiction and Venue
All suits,actions, or proceedings related to this Grant shall be held in the State of Colorado and exclusive
venue shall be in the City and County of Denver.
H. Modification
i. By the Parties
Except as specifically provided in this Grant, modifications of this Grant shall not be effective unless
agreed to in writing by the Parties in an amendment to this Grant, properly executed and approved in
accordance with applicable Colorado State law, State Fiscal Rules, and Office of the State Controller
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Policies. including, but not limited to,the policy entitled MODIFICATIONS OF CONTRACTS -
TOOLS AND FORMS.
ii. By Operation of Law
This Grant is subject to such modifications as may be required by changes in federal or Colorado State
law, or their implementing regulations. Any such required modification automatically shall be.
incorporated into and be part of this Grant on the effective date of such change, as if fully set forth
herein.
I. Order of Precedence
The provisions of this Grant shall govern the relationship of the Parties. In the event of conflicts or
inconsistencies between this Grant and its exhibits and attachments including,but not limited to,those
provided by Grantee, such conflicts or inconsistencies shall be resolved by reference to the documents in
the following order of priority:
i. Colorado Special Provisions,
ii. The provisions of the main body of this Grant,
iii. Exhibit A, and
iv. Exhibit B.
J. Severability
Provided this Grant can be executed and performance of the obligations of the Parties accomplished within
its intent,the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof.
K. Survival of Certain Grant Terms
Notwithstanding anything herein to the contrary, provisions of this Grant requiring continued performance,
compliance,or effect after termination hereof, shall survive such termination and shall be enforceable by
the State if Grantee fails to perform or comply as required.
L. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K)and from all
State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions
apply when materials are purchased or services rendered to benefit the State; provided however,that certain
political subdivisions(e.g., City of Denver) may require payment of sales or use taxes even though the
product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State
is prohibited from paying for or reimbursing Grantee for them.
M. Third Party Beneficiaries
Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties, and
not to any third party. Any services or benefits which third parties receive as a result of this Grant are
incidental to the Grant, and do not create any rights for such third parties.
N. Waiver
Waiver of any breach of a term, provision, or requirement of this Grant, or any right or remedy hereunder,
whether explicitly or by lack of enforcement,shall not be construed or deemed as a waiver of any
subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement.
O. CORA Disclosure
To the extent not prohibited by federal law,this Contract and the performance measures and standards
under CRS §24-103.5-101, if any, are subject to public release through the Colorado Open Records Act,
CRS §24-72-101, et seq.
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21. COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all Grants except where noted in italics.
A. CONTROLLER'S APPROVAL.CRS §24-30-202 (1)
This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or
designee.
B. 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.
C. GOVERNMENTAL IMMUNITY
No term or condition of this Grant 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. §§I346(b)and 2671 et
seq., as applicable now or hereafter amended.
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 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. Unemployment insurance benefits will be available to Grantee and its
employees and agents only if such coverage is made available by Grantee or a third party. Grantee shall pay
when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this
Grant. 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 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.
E. COMPLIANCE WITH LAW
Grantee 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.
F. CHOICE OF LAW -
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution,and enforcement of this grant. 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
Grant, to the extent capable of execution.
G. 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 Grant or incorporated herein by reference shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00
State or other public funds payable under this Grant 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 Grant 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 Grant, including, without limitation, immediate
termination of this Grant and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
1. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and
24-50-507
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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 Grant. 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. CRS §§24-30-202(I)and 24-30-202.4
JAW 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 orjudicial action.
K. PUBLIC GRANTS FOR SERVICES. CRS §8-17.5-101
JNot applicable to agreements relating to the offer, issuance, or sale ofsecurities,investment advisory
services or fund management services, sponsored projects,intergovernmental agreements, or
information technology services or products and,services]
Grantee certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien
who will perform work under this Grant and will confirm the employment eligibility of all employees who
are newly (tired for employment in the United States to perform work under this Grant, through
participation in the E-Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c),
Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant or
enter into a grant with a Subgrantee that fails to certify to Grantee that the Subgrantee shall not knowingly
employ or contract with an illegal alien to perform work under this Grant. Grantee(a)shall not use E-
Verify Program or State program procedures to undertake pre-employment screening of job applicants
while this Grant is being performed, (b)shall notify the Subgrantee and the granting State agency within
three days if Grantee has actual knowledge that a Subgrantee is employing or contracting with an illegal
alien for work under this Grant, (c)shall terminate the subgrant if a Subgrantee 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 Grantee participates in the State program, Grantee
shall deliver to the granting State agency, Institution of Higher Education or political subdivision,a written,
notarized affirmation, affirming that Grantee has examined the legal work status of such employee,and
shall comply with all of the other requirements of the State program. If Grantee fails to comply with any
requirement of this provision or CRS §8-17.5-101 et seq., the granting State agency, institution of higher
education or political subdivision may terminate this Grant for breach and, if so terminated, Grantee shall
be liable for damages.
L. PUBLIC GRANTS WITH NATURAL PERSONS. CRS §24-76.5-101
Grantee, 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 Grant.
SPs Effective I/l/09
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22. SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS GRANT
* Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and
acknowledge that the State is relying on their representations to that effect.
GRANTEE STATE OF COLORADO
City of Fort Collins John W. Hickenlooper,Governor
Colorado Department of Transportation
By: Shailen Bhatt—Executive Director
Print Name of Authorized Individual
Title: By: David R.Ulane,Aeronautics Division Director
Print Title of Authorized Individual
Signatory avers to the State Controller or delegate that,except as
specified herein,Grantee has not begun performance or that a
Statutory Violation waiver has been requested under PiscalRules
*Signature
Date:
Date:
GRANTEE
City of Loveland
By:
Print Name of Authorized Individual
Title:
This Section is Intentionally Left Blank
Print Title of Authorized Individual
*Signature
Date:
ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State grants.This Grant is not valid until signed and
dated below by the State Controller or delegate.Grantee is not authorized to begin performance until such time.If
Grantee begins performing prior thereto,the State of Colorado is not obligated to pay Grantee for such
performance or for any goods and/or services provided hereunder.
STATE CONTROLLER
By:
Colorado Department of Transportation
Date:
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Exhibit A
Colorado Division of Aeronautics
• Discretionary Aviation Grant Application
APPLICANT NFORMATION
APPLICANT SPONSOR: AIRPORT: IDENTIFIER:
Cities of Ft. Collins/Loveland Ft. Collins Loveland Municipal FNL
Airport
PROJECT DIRECTOR:Jason LICon
MAILINGADDRESS: EMAIL jason.licon@cityofloveland.org
4900 Earhart Road, Loveland CO, ADDRESS:
80538 PHONE (970) 962-2852
NUMBER'
GRANT' MEANDA° .TA
. . - _...MSS
TERMS
15 FNL-01 Execution Date: Expiration Date:
June 30, 2018
FUNDING SUMMARY
Funding Source Funding Amount
State Aviation Grant: $42,222.00
Local Cash: $42,223.00
Local In-Kind: $0.00
Federal Aviation Grant: $760,000.00
Total Project Funding: $844,445.00
BUDGETSUMMARY` -
:ELEMENT--
. S,TATE;FUNDING I !LOCALiFUNDING. FEDERAL�FUNpINGi TOTAL
DESCRIPTION
_...�
A SRE,Bwlding $42,222.00 5.00 $42,223.00 5.00 $760,000.00 90.00 $844,445.00
�Constfi cti6n:
TOT _LSr $42,222.00 $42,223.00 $760,000.00 $844,445.00
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24. EXHIBIT B
RESOLUTION
WHEREAS:
The General Assembly of the State of Colorado declared in Title 43 of the Colorado revised Statutes, Article 10,
1991 in CRS §43-10-101 (the Act)"... that there exists a need to promote the safe operations and accessibility
of general aviation in this state;that improvements to general aviation transportation facilities will promote
diversified economic development across the state; and that accessibility to airport facilities for residents of this
state is crucial in the event of a medical or other type of emergency..."
The Act created the Colorado Aeronautical Board("the Board")to establish policy and procedures for
distribution of monies in the Aviation Fund and created the Division of Aeronautics("the Division")to carry
out the directives of the Board, including technical and planning assistance to airports and the administration of
the state aviation system grant program. SEE CRS §43-10-103 and C.R.S. §43-10-105 and CRS §43-10-108.5
of the Act.
Any entity operating a public-accessible airport in the state may file an application for and be recipient of a
grant to be used solely for aviation purposes. The Division is authorized to assist such airports as request
assistance by means of a Resolution passed by the applicant's duly-authorized governing body,which
understands that all funds shall be used exclusively for aviation purposes and that it will comply with all grant
procedures and requirements as defined in the Division's Aviation Grant Management Manual, revised 2009,
("the Manual").
NOW, THEREFORE,BE IT RESOLVED THAT:
The City of Fort Collins and City of Loveland,as duly authorized governing bodies of the grant applicant,
hereby formally request assistance from the Colorado Aeronautical Board and the Division of Aeronautics in
the form of a state aviation system grant. The City of Fort Collins and City of Loveland state that such grant
shall be used solely for aviation purposes, as determined by the State,and as generally described in the
Application.
Each airport-operating entity that applies for and accepts a grant that it thereby makes a COMMITMENT to
keep the airport facility accessible to, and open to,the public during the entire useful life of the grant funded
improvements/equipment; or b)to reimburse the Division for any unexpired useful life of the improvements/
equipment, or a pro-rata basis.
By signing this grant agreement,the applicant commits to keep open and accessible for public use all grant
funded facilities, improvements and services for their useful life, as determined by the Division and stated in the
Grant Agreement.
FURTHER BE IT RESOLVED:
That the City of Fort Collins and City of Loveland hereby designate Jason Licon as the Project Director, as
described in the Manual and authorizes the Project Director to act in all matters relating to the work project
proposed in the Application in its behalf, including executions of the grant contract and any amendments.
FURTHER:
The City of Fort Collins and City of Loveland have appropriated or will appropriate or otherwise make
available in a timely manner all funds, if any,that are required to be provided by the Applicant under the terms
and conditions of the grant contract. _
FINALLY:
The City of Fort Collins and City of Loveland hereby accept all guidelines, procedures, standards and
requirements described in the Manual as applicable to the performance of the grant work and hereby approve
the grant contract submitted by the State, including all terms and conditions contained therein.
for The Grantee for The Grantee
City of Fort Collins City of Loveland
ATTEST ATTEST
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