HomeMy WebLinkAbout2019-023-02/19/2019-AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY AND TH RESOLUTION 2019-023
OF THE COUNCIL OF THE CITY,OF FORT COLLINS
AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE
INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY AND THE
COLORADO DEPARTMENT OF TRANSPORTATION FOR THE HORSETOOTH
ROAD AND COLLEGE AVENUE INTERSECTION IMPROVEMENTS PROJECT
WHEREAS, the. City Engineering Department completed the Arterial Intersection
Prioritization Study in 2011 which identified the Horsetooth Road and College Avenue
Intersection as requiring needed safety and operational improvements and
WHEREAS, in order to fund the needed improvements for the Horsetooth Road and
College Avenue Intersection Improvements Project (the "Project"), the City applied for and was
approved for a federally funded Surface Transportation Program grant through the North Front
Range Metropolitan Planning Organization and a Highway Safety Improvement Program grantan through the Colorado Department of Trsportation ("CDOT"); and
WHEREAS, the City and CDOT entered into an Intergovernmental Agreement for the
Project pursuant to Resolution 2017-027, and a subsequent amendment to the IGA pursuant to
Resolution 2017-065,to receive $3,400,000 in grant funding for the Project (the "IGA"); and
WHEREAS, the IGA listed all eligible reimbursements in the design phase, instead of
allocating the items between the design phase and construction phase, as appropriate; and
WHEREAS, it is necessary to amend the IGA to allocate all the remaining eligible
reimbursements for the IGA to the construction phase, so the City can be reimbursed for the
remaining grant funding of$3,133,512 under the IGA; and
WHEREAS, Article I1, Section 16 of the City Charter empowers the City Council, by
ordinance or resolution, to enter into contracts with governmental bodies to furnish governmental
services and make charges for such services,or enter into cooperative or joint activities with other
governmental bodies; and
WHEREAS;Section 29-1-203 of the Colorado Revised Statutes provides that governments
may cooperate or contract with one another to provide certain services or facilities when such
cooperation or contracts are authorized by each party thereto with the approval of its legislative
body or other authority having the power to so approve; and
WHEREAS,the City Council has determined that the Project is in the best interests of the
City and that the Mayor be authorized to execute the IGA between the City and CDOT in support
thereof so the City can be reimbursed for the Project.
NOW, THEREFORE,BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
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Section 1. That the City Council hereby makes any and all determinations and findings
contained in the recitals set forth above.
Section 2. That the City Council hereby authorizes the Mayor to execute the IGA
between the City and CDOT,substantially in the form 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, as set forth above.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 19th
day of February, A.D. 2019.
Mayor
ATTEST;
FORTCOl=
SEAI. y
city CleN
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EXHIBIT A
PO # / OLA #: 471001351 / 471001351
Routing #: 19-HA4-ZH-00067
Additional OLA Reference: 331001672 and 331001589
Project: STU M455-118 (20615)
Region: 4 (rbs) (FASTER Grant Construction)
STATE OF COLORADO
Colorado Department of Transportation
FASTER Safety Grant
with
CITY OF FORT COLLINS
TABLE OF CONTENTS
1 . PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3 . RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5 . TERM AND EARLY TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. SCOPE OF WORK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7. OPTION LETTER MODIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
8 . PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
9. REPORTING - NOTIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. LOCAL AGENCY RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11 . CONFIDENTIAL INFORMATION-STATE RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12. CONFLICT OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13 . REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
14. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15 . BREACH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
16. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
17. NOTICES AND REPRESENTATIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
18 . RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
19. GOVERNMENTAL IMMUNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
20. STATEWIDE CONTRACT MANAGEMENT SYSTEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
21 . GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
22. COLORADO SPECIAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
23 . SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
24. EXHIBIT A (Scope of Work) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
25 . EXHIBIT B (FASTER Program Requirements) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
26. EXHIBIT C (Funding Provisions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
27. EXHIBIT D (Grantee Payment Checklist) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
29. EXHIBIT E (General Procurement Standards) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
30. EXHIBIT F (State and Grantee Committments) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
31 . EXHIBIT G (Sample Option Letter) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
32. EXHIBIT H (Grants with Professional Subgrantee Services) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
1
1. PARTIES
This Grant ("Grant") is entered into by and between CITY OF FORT COLLINS, 281 N. College Avenue, Fort
Collins, CO 80524, CDOT Vendor # 0002000023 ("Local Agency" or "Grantee"), and the STATE OF
COLORADO acting by and through the Colorado Department of Transportation, Division of Transit and Rail
("State" or "CDOT"). Local Agency and the State hereby agree to the following terms and conditions.
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PO # / OLA #: 471001351 / 471001351
Routing #: 19-HA4-ZH-00067
Additional OLA Reference: 331001672 and 331001589
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Grant shall not be effective or enforceable until it is approved and signed by the Colorado State Controller
or designee (hereinafter called the "Effective Date"). 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 - 1 - 106, 43 - 1 - 110, 43 - 1 - 117, 43 -2- 101(4)(c) as
amended and funds have been budgeted, appropriated and otherwise made available pursuant to CRS §43-
4-811 (2) 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 for CDOT to disperse State FASTER Transit Program Funds and HUTF funds
to Grantee to complete the construction phase for Project STU M455- 118 (20615) within the provisions of
this Grant. The work to be completed under this Grant by the Grantee is more specifically described in
Exhibit A and Exhibit C. This Grant amends the previous Intergovernmental Agreement No. 18-HA4-
XC-00012 executed between the Parties by removing all the requirements and funding from that
Agreement for completing the construction phase for the Project, and transfers the available remaining
design phase State funds in the amount of $288,205 .00 over to the construction phase.
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, §19, and all Exhibits.
C. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein: Exhibit A (Scope of Work),
Exhibit B (FASTER Program Requirements), Exhibit C (Funding Provisions), Exhibit D (Grantee
Payment Checklist), Exhibit E (General Procurement Standards), Exhibit F (State and Grantee
Commitments), Exhibit G (Option Letter), and Exhibit H (State or Federal-Aid Project Agreements with
Professional Subgrantee Services).
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 grants, exhibits, attachments or references
incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies.
F. Grant Funds
"Grant Funds" means the total of State dollars and Local match dollars, as shown in Exhibit C and payable
by the State to Grantee pursuant to this Grant.
G. Local Funds
"Local Funds" means funds provided by any city, county or entity (public or private) for performance of
the Work, as required by the State to match the State FASTER funds pursuant to this Grant.
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Routing #: 19-HA4-ZH-00067
Additional OLA Reference: 331001672 and 331001589
H. Manual
"Manual" refers to CDOT ' s "Local Agency Manual", if applicable.
L Party or Parties
"Party" means the State or Grantee and "Parties" means both the State and Grantee.
J. Project
"Project" means Work identified in Exhibit A.
K Program
"Program" means the Funding Advancement for Surface Transportation and Economic Recovery
(FASTER) Senate Bill 09- 108 grant program that provides the funding for this Grant.
L. 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.
M. Services
"Services" means the required services to be performed by Grantee pursuant to this Grant.
N. State Funds
"State Funds" means funds provided by the State for performance of the Work.
O. Subgrantee
"Subgrantee" means third-parties, if any, engaged by Grantee to aid in performance of its obligations.
P. 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.
Q. 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 AND EARLY TERMINATION
A. Initial Term-Work Commencement
The Parties respective performances under this Grant shall commence on the Effective Date. This Grant
shall terminate five (5) years from the date of the state controller' s signature in section 23 unless sooner
terminated or completed as demonstrated by final payment and final audit.
B. Notice to Proceed
Grantee shall not commence performance of the Work until the date specified by a written notice to
proceed, which may be sent by email or by hardcopy pursuit to § 17.
6. SCOPE OF WORK
A. Completion
Grantee shall complete the Work and its other obligations as described herein and in Exhibit A (Scope of
Work). Work performed prior to the Effective Date or after final acceptance shall not be considered part of
the Work.
B. 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.
C. 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.
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Routing #: 19-HA4-ZH-00067
Additional OLA Reference: 331001672 and 331001589
D. Federal Laws, Rules and Regulations
If the Grant Funds involves federal funding, Grantee understands and agrees that federal laws, rules and
regulations will control the Work and its implementation. Unless a written waiver is granted, Grantee
agrees to comply with all required federal laws, rules and regulations applicable to the Work, in addition to
all State requirements.
7. OPTION LETTER MODIFICATION
An option letter may be used to authorize the Local Agency to begin a phase without increasing total budgeted
funds, increase or decrease the encumbrance amount as shown on Exhibit C, and/or transfer funds from one
phase to another. Option letter modification is limited to the specific scenarios listed below. The option letter shall
not be deemed valid until signed by the State Controller or an authorized delegate.
A. Option to begin a phase and/or increase or decrease the encumbrance amount.
The State may authorize the Local Agency to begin a phase that may include Design, Construction,
Environmental, Utilities, ROW Incidentals or Miscellaneous (this does not apply to Acquisition/Relocation
or Railroads) as detailed in Exhibit A and at the same terms and conditions stated in the original Agreement,
with the total budgeted funds as shown in Exhibit C remaining the same. The State may increase or decrease
the encumbrance amount for a particular phase by replacing the original funding exhibit (Exhibit C) in the
original Agreement with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labeled C-2,
C-3, etc). The State may exercise this option by providing a fully executed option to the Local Agency within
thirty (30) days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit
G. If the State exercises this option, the Agreement will be considered to include this option provision.
B. Option to transfer funds from one phase to another phase.
The State may permit the Local Agency to transfer funds from one phase (Design, Construction,
Environmental, Utilities, ROW Incidentals or Miscellaneous) to another as a result of changes to state,
federal, and local match. The original funding exhibit (Exhibit C) in the original Agreement will be replaced
with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labeled C-2, C-3, etc.) and attached
to the option letter. The funds transferred from one phase to another are subject to the same terms and
conditions stated in the original Agreement with the total budgeted funds remaining the same. The State may
unilaterally exercise this option by providing a fully executed option to the Local Agency within thirty (30)
days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit G. Any
transfer of funds from one phase to another is limited to an aggregate maximum of 24.99% of the original
dollar amount of either phase affected by a transfer. A bilateral amendment is required for any transfer
exceeding 24.99% of the original dollar amount of the phase affected by the increase or decrease.
C. Option to do both Options A and B.
The State may authorize the Local Agency to begin a phase as detailed in Exhibit A, and encumber and
transfer funds from one phase to another. The original funding exhibit (Exhibit C) in the original Agreement
will be replaced with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labeled C-2, C-
3, etc.) and attached to the option letter. The addition of a phase and encumbrance and transfer of funds are
subject to the same terms and conditions stated in the original Agreement with the total budgeted funds
remaining the same. The State may unilaterally exercise this option by providing a fully executed option to
the Local Agency within thirty (30) days before the initial targeted start date of the phase, in a form
substantially equivalent to Exhibit G.
8. PAYMENTS
The State shall, in accordance with the provisions of this §8, pay Local Agency in the amounts and using the
methods set forth below:
A. Maximum Amount
The maximum amount payable to the Local Agency under this Grant shall be $3 ,688, 128 .00 (for CDOT
accounting purposes, only State HUTF funds of $2, 133 ,512.00 and State FASTER Transit funds of
$ 1 ,000,000.00 will be encumbered) unless such amount is increased by an appropriate written modification
to this Grant executed before any increased cost is incurred. It is understood and agreed by the parties
hereto that the total cost of the Work stated hereinbefore is the best estimate available, based on the design
data as approved at the time of execution of this Grant, and that such cost is subject to revisions (in
accordance with the procedure in the previous sentence) agreeable to the parties prior to bid and award.
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Additional OLA Reference: 331001672 and 331001589
B. Payment
L Advance, Interim and Final Payments
Any advance payment allowed under this Grant or in Exhibit C shall comply with State Fiscal Rules
and be made in accordance with the provisions of this Grant or such Exhibit. The Local Agency shall
initiate any payment requests by submitting invoices to the State in the form and manner set forth and
approved by the State.
no Interest
The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced
represents performance by the Local Agency previously accepted by the State. Uncontested amounts
not paid by the State within 45 days shall 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.
The Local Agency 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, the Local Agency' s compensation beyond the State 's current fiscal year is
contingent upon the continuing availability of State appropriations as provided in the Colorado Special
Provisions. The State ' s performance hereunder is also contingent upon the continuing availability of
federal 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 terminate this Grant immediately, in whole or in part,
without further liability in accordance with the provisions hereof.
iv. Erroneous Payments
At the State ' s sole discretion, payments made to the Local Agency in error for any reason, including,
but not limited to overpayments or improper payments, and unexpended or excess funds received by
the Local Agency, may be recovered from the Local Agency by deduction from subsequent payments
under this Grant or other grants or agreements between the State and the Local Agency 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.
C. Use of Funds
i. State HUTF and FASTER Funds
State I UTF and FASTER Funds shall be used only for eligible costs identified herein and/or in the
Budget. Budget line item adjustments exceeding 10% but less than 24.99% must be submitted in
advance of actual cost and receive written State approval, which approval may be transmitted
informally by email or such other means that does not rise to the level of an amendment to this Grant.
A budget revision of Exhibit C will be issued by State with such adjustment. Adjustments in excess
of 24.99% for any line item shall be authorized by the State in an amendment to this Grant. The State' s
total consideration shall not exceed the maximum amount shown herein.
no Matching Funds
The matching ratio for the funds for this Work is 82.79% State I UTF funds to 17.21 % required Local
Agency funds that such ration applies to $2,577,016.00, and 90% State FASTER funds to 10%
Required Local Agency funds that such ratio applies to the $ 1 , 111 , 112.00.
The Local Agency shall provide matching funds as provided in Exhibit C. The Local Agency shall
have raised the full amount of matching funds prior to the Effective Date and shall report to the State
regarding the status of such funds upon request. The Local Agency' s obligation to pay all or any part
of any matching funds, whether direct or contingent, only extend to funds duly and lawfully
appropriated for the purposes of this Grant by the authorized representatives of the Local Agency and
paid into the Local Agency' s treasury. The Local Agency represents to the State that the amount
designated "Local Agency Matching Funds" in Exhibit C has been legally appropriated for the
purpose of this Grant by its authorized representatives and paid into its treasury. The Local Agency
does not by this Grant irrevocably pledge present cash reserves for payments in future fiscal years, and
this Grant is not intended to create a multiple-fiscal year debt of the Local Agency. The Local Agency
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shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature,
except as required by the Local Agency' s laws or policies.
D. Local Funds
The State shall reimburse the Local Agency' s allowable costs, not exceeding the maximum total
amount described in Exhibit C. The applicable principles described in 49 C.F.R. 18 Subpart C and 49
C.F.R. 18 .22 shall govern the State ' s obligation to reimburse all costs incurred by the Local Agency
and submitted to the State for reimbursement hereunder, and the Local Agency shall comply with all
such principles. The State shall reimburse the Local Agency for the federal-aid share of properly
documented costs related to the Work after review and approval thereof, subject to the provisions of
this Grant and Exhibit C. However, any costs incurred by the Local Agency prior to the date of
FHWA authorization for the Work and prior to the Effective Date shall not be reimbursed absent
specific FHWA and State Controller approval thereof. Costs shall be:
i. Reasonable and Necessary
Reasonable and necessary to accomplish the Work and for the Goods and Services provided.
ii. Net Cost
Actual net cost to the Local Agency (i.e. the price paid minus any items of value received by the Local
Agency that reduce the cost actually incurred).
9. REPORTING - NOTIFICATION
Reports, Evaluations, and Reviews required under this §9 shall be in accordance with the procedures of and in
such form as prescribed by the State and in accordance with §22, 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 Local Agency
Manual and/or this Grant.
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 Director of CDOT.
C. Performance Outside the State of Colorado and/or the United States
[Not applicable if Grant Funds include any federal funds] Following the Effective Date, Grantee shall
provide written notice to the State, in accordance with §17 (Notices and Representatives), within 20 days
of the earlier to occur of Grantee 's decision to perform, or its execution of an agreement with a Subgrantee
to perform, Services outside the State of Colorado and/or the United States. Such notice shall specify the
type of Services to be performed outside the State of Colorado and/or the United States and the reason why
it is necessary or advantageous to perform such Services at such location or locations. All notices received
by the State pursuant to this §9.0 shall be posted on the Colorado Department of Personnel &
Administration' s website. Knowing failure by Grantee to provide notice to the State under this §9.0 shall
constitute a material breach of this Grant.
D. Noncompliance
Grantee' s failure to provide reports and notify the State in a timely manner in accordance with this §9 may
result in the delay of payment of funds and/or termination as provided under this Grant.
E. 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.
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10. LOCAL AGENCY 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 (the Record
Retention Period) for a period of three years following the date of submission to the State of the final
expenditure report, or if this Grant is renewed quarterly or annually, from the date of the submission of
each quarterly or annual report, respectively. If any litigation, claim, or audit related to the Grant starts
before expiration of the Record Retention Period, the Record Retention Period shall extend until all
litigation, claims, or audit findings have been resolved and final action taken by the State or Federal
Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect
costs, and the State may notify Grantee in writing that the Record Retention Period shall be extended. For
records for real property and equipment, the Record Retention Period shall extend three years following
final disposition of such property.
B. Inspection
Grantee shall permit the State, 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.
11. CONFIDENTIAL INFORMATION-STATE RECORDS
Grantee shall comply with the provisions of this §11 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.
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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 §11.
12. CONFLICT OF INTEREST
Subrecipient shall not engage in any business or personal activities or practices or maintain any relationships
that conflict in any way with the full performance of Subrecipient' s obligations hereunder. Such a conflict of
interest would arise when a Subrecipient's employee, officer or agent, or any member of his or her immediate
family, his or her partner, or an organization which employs or is about to employ any of the parties indicated
herein, has a financial or other interest in or receives a tangible personal benefit from Subrecipient's receipt of
the Federal Award and/or entry into this Grant Agreement. Officers, employees and agents of the Subrecipient
may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to
subcontracts.
Subrecipient acknowledges that with respect to this Grant Agreement, even the appearance of a conflict of
interest is harmful to the State 's interests. Absent the State ' s prior written approval, Subrecipient shall refrain
from any practices, activities or relationships that reasonably appear to be in conflict with the full performance
of Subrecipient' s obligations to the State hereunder. If a conflict or the appearance of a conflict exists, or if
Subrecipient is uncertain whether a conflict or the appearance of a conflict of interest exists, Subrecipient 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 Agreement.
13. 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.
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C. 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.
14. 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,
providing Goods or Services hereunder, to include the insurance requirements necessary to meet
Subgrantee ' s liabilities under the GIA.
H. Non-Public Entities
If Grantee is not a "public entity" within the meaning of the GIA, Grantee shall obtain and maintain
during the term of this Grant insurance coverage and policies meeting the same requirements set forth
in §14(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 Subgrantees, 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.
Hi. 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. Professional Liability
Professional liability insurance with minimum limits of liability of not less than $ 1 ,000,000 each claim
and $ 1 ,000,000 annual aggregate for both the Grantee or any Subgrantee when:
a) Contract items 625 (Construction Surveying), 629 (Survey Monumentation), or both are included
in the Grant
b) Plans, specifications, and submittals are required to be signed and sealed by the Grantee 's or
Subgrantee ' s professional engineer, including but not limited to :
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( 1 ) Shop drawings and working drawings as described in subsection 105 .02 of the CDOT
Standards Specification for Road and Bridge Construction Manual which can be found at:
www.coloradodot.info/business/designsupport/construction-specifications/2011 -Specs/2011 -
Specs-Bood.pdf
(2) Mix designs
(3) Contractor performed design work as required by the plans and specifications
(4) Approved value engineering change proposals
v. 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 11 /85 , CG 2037, or equivalent) .
vi. 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.
vH. 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 § 17 (Notices and Representatives) within seven days of Grantee 's receipt of such
notice.
vni. 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
§14.
15. 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
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 §17. 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 §16. 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.
16, REMEDIES
If Grantee is in breach under any provision of this Grant, the State shall have all of the remedies listed in this
§16 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period
set forth in §15(B) provided however, that the State may terminate this Grant pursuant to § 16(B) without a
breach. The State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or
consecutively.
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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.
L 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.
n. 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.
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 § 16(A) or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify Grantee of such termination in accordance with § 17. 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 §16(A)(i).
iii. Payments
If this Grant is terminated by the State pursuant to this § 16(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
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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:
L 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.
H. Withhold Payment
Withhold payment to Grantee until corrections in Grantee ' s perfornance are satisfactorily made and
completed.
Hi. 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
Request 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.
17. 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
Party' s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy
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:
Jake Schuch
CDOT Region 4
10601 W. 10th Street
Denver, CO 80634
970-350-2205
jake. schuch@state.co.us
B. Grantee:
Tim Kemp
CITY OF FORT COLLINS
281 N. College Avenue
Fort Collins, CO, 80524
970-416-2719
tkemp@fcgov.com
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18, 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 exclusive property of the State and, all Work Product shall be delivered
to the State by Grantee upon completion or termination hereof. The State 's exclusive rights in such Work
Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative
works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose
other than the performance of Grantee's obligations hereunder without the prior written consent of the State.
19. 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.
20, STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Grantee under this Grant is $ 100,000 or greater, either on the Effective Date
or at anytime thereafter, this §20 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
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 term. 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.
21 . 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.
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B. Binding Effect
Except as otherwise provided in §21(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
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 USC 2671 et seq. , as applicable, as now or hereafter amended.
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
Policies, including, but not limited to, the policy entitled MODIFICATIONS OF CONTRACTS -
TOOLS AND FORMS.
H. 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,
u. The Provision of the main body of this Grant,
in. Exhibit A (Scope of Work and Budget),
iv. Exhibit B (FASTER Program Requirements),
v. Exhibit C (Funding Provisions),
vi. Any executed Option Letter, and
vii. Other Exhibits in descending order of their attachment.
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.
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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 Grant 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.
22. 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. § § 1346(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.
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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.
I. 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 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 (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.
K. PUBLIC GRANTS 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]
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 hired 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
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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.
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23, 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 Jared S. Polis, Governor
Colorado Department of Transportation
By: Shoshana M. Lew — Executive Director
Print Name of Authorized Individual
Title:
Print Title of Authorized Individual By: Joshua Laipply, P.E., Chief Engineer
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 Fiscal Rules
* Signature
Date: Date:
2nd Grantee Signature if Needed LEGAL REVIEW
Phil Weiser, Attorney General
By:
Print Name of Authorized Individual
By'Title :
Print Title of Authorized Individual Signature — Assistant Attorney General
* Signature Date:
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
Robert Jaros, CPA, MBA, JD
By:
Colorado Department of Transportation
Date:
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24. EXHIBIT A (Scope of Work)
SCOPE OF WORK
US 287 and Horsetooth Intersection
20615
Scope of Work
The Colorado Department of Transportation (#CDOT#) will oversee the City of Fort Collins (#City#) when
the City designs and constructs the following : intersection improvements including dual left turns for
northbound and southbound traffic, traffic signal improvements and restriping at US 287 and
Horsetooth Road (#work#) . CDOT and the City believe it will be beneficial to perform this work to
improve safety and performance of the intersection . This work will be located on US 287 ( College
Avenue ) and Horsetooth Road .
This work will conform to all standards of AASHTO, Americans with Disabilities Act (ADA), MUTCD, and
all applicable state and federal regulations . The design phase will identify more exact requirements,
qualities, and attributes for this work ( Herein after referred to as #the exact work#) . The exact work
shall be used to construct designed improvements .
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25, EXHIBIT B (FASTER Program Requirements)
FASTER Program Requirements
1. PROJECT PAYMENT PROVISIONS
A. The State will reimburse the Grantee for incurred costs relative to the Project following the State's
review and approval of such charges, subject to the terms and conditions of this Grant. Provided,
however, that charges incurred by the Grantee prior to the Effective Date of this Grant will not be
charged by the Grantee to the Project, and will not be reimbursed by the State.
B. The State will reimburse the Grantee' s reasonable, allocable, allowable costs of performance of the
Work, not exceeding the maximum total of this Grant. The applicable principles described in Exhibit D
shall govern the allowability and allocability of costs under this Grant. The Grantee shall comply with
all such principles. To be eligible for reimbursement, costs by the Grantee shall be:
i. in accordance with the provisions, terms and conditions of this Grant;
I necessary for the accomplishment of the Work;
in, reasonable in the amount for the Goods and Services provided;
iv. actual net cost to the Grantee (i.e. the price paid minus any refunds, rebates, or other items of
value received by the Grantee that have the effect of reducing the cost actually incurred);
v. incurred for Work performed after the Effective Date of this Grant; and
vi. satisfactorily documented.
Examples of ineligible costs include:
i. Staff or administrative overhead costs of the Grantee, unless specifically allowed for in the Scope
of Work;
ii. Fines and penalties; and
in, Entertainment expenses.
C. The Grantee shall establish and maintain a proper accounting system in accordance with generally
accepted accounting standards and principles (a separate set of accounts, or as a separate and integral
part of its current accounting scheme) to assure that Grant Funds are expended and costs accounted for
in a manner consistent with this Grant and Project objectives:
i. All allowable costs charged to the Project, including any approved services contributed by the
Grantee or others, shall be supported by properly executed payrolls, time records, invoices, grants
or vouchers evidencing in detail the nature of the charges.
ii. Any check or order drawn up by the Grantee, including any item which is or will be chargeable
against the Project account shall be drawn up only in accordance with a properly signed voucher
then on file in the office of the Grantee, which will detail the purpose for which said check or
order is drawn. All checks, payrolls, invoices, grants, vouchers, orders or other accounting
documents shall be clearly identified, readily accessible, and to the extent feasible, kept separate
and apart from all other such documents.
D. The Grantee will prepare and submit to the State, no more than monthly, charges for costs incurred
relative to the Pproject. The Grantee ' s invoices shall include a description of the amounts of Services
performed, the dates of performance and the amounts and description of reimbursable expenses. The
invoices will be prepared in accordance with the State ' s standard policies, procedures and standardized
billing format to be supplied by the State.
E. To be eligible for payment, billings must be received within 60 days after the period for which
payment is being requested and final billings on this Grant must be received by the State within 60
days after termination of this Grant.
i. Payments pursuant to this Grant shall be made in whole or in part, from available funds,
encumbered for the purchase of the described services. If this Grant is terminated, final payment
to the Grantee may be withheld at the discretion of the State until completion of final audit.
2. STATE AND GRANTEE COMMITMENTS
CDOT and the Grantee also agree to ensure the Project is completed within the applicable design and
construction standards in accordance with Exhibit F — State and Grantee Commitments.
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3. PROCUREMENT STANDARDS
The Grantee agrees to carry out its procurements consistent with the general procurement standards of the
State. The Grantee agrees to follow the general procurement standards set forth in Exhibit E.
4. CONFORMANCE WITH LAW
The Grantee and its agent(s) will adhere to all applicable state and federal laws, Executive Orders and
implementing regulations as they currently exist and may hereafter be amended. Further, the Grantee
agrees to comply with the intent and requirements of the National Environmental Policy Act (NEPA)
regardless of whether or not there is federal funding involved, as is consistent with CDOT ' s Environmental
Stewardship Guide.
5. NON DISCRIMINATION
The Grantee agrees to comply with and ensure any Sub grantees comply with, the requirements of:
A. The American with Disabilities Act, Title II, and its implementing regulations--28 CFR Part 35 , and 49
CFR parts 27, 37 and 38 ; and
B. The Civil Rights Act of 1964, Titles VI and VII, and their implementing regulations.
6. STATE INTEREST This section applies if box checked .❑
The Grantee understands and agrees that the State retains a State interest in any real property, or equipment
financed with State assistance (Project property) until, and to the extent that the State relinquishes its State
interest in that Project property, as described in Exhibit A. All State interests in real property or equipment
shall survive termination, expiration or cancellation of this Grant. With respect to any Project property
financed with State assistance under this Grant, the Grantee agrees to comply with the following:
A. Use of Project Property. The Grantee agrees to use Project property for appropriate Project purposes
for the duration of the useful life of that property, as required by the State and set forth in the scope.
Should the Grantee unreasonably delay or fail to use Project property during the useful life of that
property, the Grantee agrees that it may be required to return the entire amount of the State assistance
expended on that property. The Grantee further agrees to notify the State immediately when any
Project property is withdrawn from Project use or when any Project property is used in a manner
substantially different from the representations the Grantee has made to CDOT.
B. Maintenance. The Grantee agrees to maintain Project property in good operating order to the State ' s
satisfaction.
C. Records. The Grantee agrees to keep satisfactory records pertaining to the use of Project property, and
submit to the State upon request such information as may be required to assure compliance with this
Section.
D. Encumbrance of Project Property. The Grantee agrees to maintain satisfactory continuing control of
Project property as follows:
i. Written Transactions. The Grantee agrees that it will not execute any transfer of title, lease, lien,
pledge, mortgage, encumbrance, third party grant, subgrant, grant anticipation note, alienation,
innovative finance arrangement (such as a cross border lease, leveraged lease, or otherwise), or
any other obligation pertaining to Project property, that in any way would affect the continuing
State interest in that Project property.
I Oral Transactions. The Grantee agrees that it will not obligate itself in any manner to any third
party with respect to Project property.
iii. Other Actions. The Grantee agrees that it will not take any action adversely affecting the State
interest in or impair the Grantee's continuing control of the use of Project property.
E. Transfer of Project Property. The Grantee understands and agrees as follows :
i. Grantee Request. The Grantee may transfer any Project property financed with State assistance to
another public body or private nonprofit entity to be used for the same purpose set forth herein
with no further obligation to the State Government, provided the transfer is approved by the State
in writing.
I State Government Direction. The Grantee agrees that the State may direct the disposition of, and
even require the Grantee to transfer, title to any Project property financed with State assistance
under this Grant if it is found that the Project property is not being used for the intended purpose
as stated in the Scope of Work.
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iii. Leasing Project Property to Another Party. If the Grantee leases any Project property to another
party, the Grantee agrees to retain ownership of the leased Project property, and assure that the
lessee will use the Project property appropriately, either through a written lease between the
Grantee and lessee, or another similar document, consistent with the Project purpose set forth
herein. Upon request by the State, the Grantee agrees to provide a copy of any relevant
documents.
F. Disposition of Project Property. The Grantee agrees that the State may establish the useful life of
Project property, and that it will use Project property continuously and appropriately throughout the
useful life of that property.
i. Project Property Prematurely Withdrawn from Use. For Project property withdrawn from
appropriate use before its useful life has expired, the Grantee agrees as follows :
a). Notification Requirement. The Grantee agrees to notify the State immediately when any
Project property is prematurely withdrawn from appropriate use, whether by planned
withdrawal, misuse, or casualty loss.
b). Calculating the Fair Market Value of Prematurely Withdrawn Project Property. The
Grantee agrees that the State retains a State interest in the fair market value of Project
property prematurely withdrawn from appropriate use. The amount of the State interest in
the Project property shall be determined by the ratio of the State assistance awarded for
the property to the actual cost of the property. The Grantee agrees that the fair market
value of Project property prematurely withdrawn from use will be calculated as follows :
(1) Equipment. The Grantee agrees that the fair market value of Project equipment and
supplies shall be calculated by straight-line depreciation of that property, based on
the useful life of the equipment as established or approved by the State. The fair
market value of Project equipment shall be the value immediately before the
occurrence prompting the withdrawal of the equipment or supplies from
appropriate use. In the case of Project equipment lost or damaged by fire, casualty,
or natural disaster, the fair market value shall be calculated on the basis of the
condition of that equipment or supplies immediately before the fire, casualty, or
natural disaster, irrespective of the extent of insurance coverage.
(2) Real Property. The Grantee agrees that the fair market value of real property shall
be determined either by competent appraisal based on an appropriate date
approved by the State, or by straight line depreciation, whichever is greater.
(3) Exceptional Circumstances. The Grantee agrees that the State may require the use
of another method to determine the fair market value of Project property. In
unusual circumstances, the Grantee may request that another reasonable valuation
method be used including, but not limited to, accelerated depreciation, comparable
sales, or established market values. In determining whether to approve such a
request, the State may consider any action taken, omission made, or unfortunate
occurrence suffered by the Grantee with respect to the preservation of Project
property withdrawn from appropriate use.
c). Financial Obligations to the State. The Grantee agrees to remit to the State the State
interest in the fair market value of any Project property prematurely withdrawn from
appropriate use. In the case of fire, casualty, or natural disaster, the Grantee may fulfill its
obligations to remit the State interest by either:
(1) Investing an amount equal to the remaining State interest in like-kind property that
is eligible for assistance within the scope of the Project that provided State
assistance for the Project property prematurely withdrawn from use; or
(2) Returning to the State an amount equal to the remaining State interest in the
withdrawn Project property.
G. State Interest-Project. The State shall protect its interest in the equipment being obtained with Grant
Funds.
H. Insurance Proceeds. If the Grantee receives insurance proceeds as a result of damage or destruction to
the Project property, the Grantee agrees to:
i. Apply those insurance proceeds to the cost of replacing the damaged or destroyed Project
property taken out of service, or
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ii. Return to the State an amount equal to the remaining State interest, based on straight line
depreciation, in the damaged or destroyed Project property.
I. Misused or Damaged Project Property. If any damage to Project property results from abuse or
misuse occurring with the Grantee's knowledge and consent, the Grantee agrees to restore the Project
property to its original condition or refund the value of the State interest, based on straight line
depreciation, in that property, as the State may require.
J. Responsibilities After Project Closeout. The Grantee agrees that Project closeout by the State will
not change the Grantee ' s Project property management responsibilities as stated in this Section of the
Grant.
7. RAILROADS This section applies if box checked ❑
In the event the Project involves modification of a railroad company' s facilities whereby the Work is to be
accomplished by railroad company forces, the Grantee shall make timely application to the Public Utilities
Commission requesting its order providing for the installation of the proposed improvements and not
proceed with that part of the Work without compliance. The Grantee shall also establish contact with the
railroad company involved for the purpose of complying with applicable provisions of 23 CFR 646, subpart
B, concerning State or Federal-aid projects involving railroad facilities, including:
A. Executing an agreement setting out what work is to be accomplished and the location(s) thereof, and
that the costs of the improvement shall be eligible for federal participation.
B. Obtaining the railroad's detailed estimate of the cost of the Work.
C. Establishing future maintenance responsibilities for the proposed installation.
D. Proscribing future use or dispositions of the proposed improvements in the event of abandonment or
elimination of a grade crossing.
E. Establishing future repair and/or replacement responsibilities in the event of accidental destruction or
damage to the installation.
8. UTILITIES, ACCESS, RIGHT OF WAY This section applies if box checked
A. Utilities. ® If necessary, the Grantee will be responsible for obtaining the proper clearance or
approval from any utility company, local, State, or federal government agency, or other entity which
may become involved in this Project. CDOT will reasonably assist Grantee in this regard in all cases in
which CDOT is in a unique position to do so, provided that in no case will CDOT be required to
expend State funds to provide such assistance. Prior to this Project being advertised for bids, the
Grantee will certify in writing to the State that all such clearances have been obtained.
B. Access. ❑ The Grantee shall be responsible for obtaining an access permit from CDOT Region
offices. The Grantee shall be responsible for obtaining a use and occupancy permit from the State.
Prior to this Project being advertised for bids, the Grantee will certify in writing to the State that all
such clearances have been obtained.
C. Right of Way. ❑ The parties acknowledge that the Project is for the mutual benefit of the Grantee
and CDOT, and that it shall be constructed on State right of way. As a result of the Project being
constructed on State right of way, the Grantee shall be responsible for obtaining an approved
Interchange Approval consistent with CDOT Policy Directive 1601 . The Grantee shall also be
responsible for executing a grant with CDOT that addresses how construction oversight shall be
coordinated and carried out.
If the Project includes right of way, prior to this Project being advertised for bids, the Grantee will
certify in writing to the State that all right of way has been acquired in accordance with the applicable
State and federal regulations, or that no additional right of way is required.
Any acquisition/relocation activities must comply with all federal and state statutes, regulations,
CDOT policies and procedures, 49 CFR Part 24, the Uniform Act government-wide regulation-, the
FHWA "Project Development Guide" and CDOT ' s "Right of Way Operations Manual".
Allocation of responsibilities can be as follows:
i. Federal participation in right of way acquisition (3111 charges), relocation (3109 charges)
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activities, if any, and right of way incidentals (expenses incidental to acquisition/relocation of
right of way — 3114 charges);
ii. Federal participation in right of way acquisition (3111 charges), relocation (3109 charges) but no
participation in incidental expenses (3114 charges); or
in. No federal participation in right of way acquisition (3111 charges) and relocation activities (3109
expenses).
Regardless of the option selected above, the State retains oversight responsibilities. The Grantee 's and
the State ' s responsibilities for each option is specifically set forth in CDOT ' s Right of Way Operation
Manual. The manual is located at http ://www.dot.state.co.us/ROW—Manual/.
9. DISADVANTAGE BUSINESS ENTERPRISE ("DBE") EFFORTS
The State encourages the Grantee to utilize small businesses owned by minorities, women and
disadvantaged individuals to the greatest extent possible without sacrificing adequate competition. The
Grantee is reminded of the illegality of discrimination and of the need to take all necessary and reasonable
steps to ensure non-discrimination in the area of contracting and procurement and to create a level playing
field where small minority, women, and disadvantaged businesses can compete fairly in CDOT assisted
contracts and procurements. This policy specifically upholds the Transportation Commission' s
commitment to fair and equitable business practices and is supported by CDOT 's small business
development programs.
The CDOT Center for Equal Opportunity (EO) can provide lists of qualified DBE/MBE/WBE vendors as
well as other technical assistance. Inquiries can be directed to the Director of Center for Equal Opportunity
or Business Team Supervisor at 303 -757-9234.
10. MAINTENANCE OBLIGATIONS This section applies if box checked ❑
The Grantee will maintain and operate the improvements constructed under this Grant at its own cost and
expense during their useful life, in a manner reasonably satisfactory to the State. The Grantee will make
proper provisions for such maintenance obligations each year. Such maintenance and operations shall be
conducted in accordance with all applicable statutes, ordinances and regulations which define the Grantee ' s
obligations to maintain such improvements. The State may make periodic inspections of the Project to
verify that such improvements are being adequately maintained.
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26. EXHIBIT C (Funding Provisions)
FUNDING PROVISIONS
Cost of Work Estimate
The estimated total cost of the Work is $3 ,688, 128 .00 which is to be funded as follows :
1 BUDGETED FUNDS
a . State Funds
(82 . 79% of Costs - HUTF ) $21133 , 512 . 00
(90 . 00% of Costs - FASTER) $ 17000 , 000 . 00
b . Local Agency Matching Funds
( 17 . 21 % of Costs ) $4437504 . 00
( 10 . 00% of Costs ) $ 1117112 . 00
TOTAL BUDGETED FUNDS $ 376885128 . 00
2 ESTIMATED PAYMENT TO LOCAL AGENCY
a . State Funds Budgeted $3 , 1331512 . 00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $3 , 1337512 . 00
3 FOR CDOT ENCUMBRANCE PURPOSES
a . Total Encumbrance Amount $ 37133 , 512 . 00
b . Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0 . 00
NET TO BE ENCUMBERED AS FOLLOWS $ 37133 , 512 . 00
Note: A total o f S3, 688,I28. 00 o f State authorized funds are available,for the construction phase on this project.
The Local Agency is responsible,for budgeting and encumbering the S554, 6I6. 00 in Local Agency construction
base matching,funds,for this ro 'ect.
WBS Element 20615 . 20 . 10 Performance Period End Date N/A Cosst 3301 $ 3 , 1335512 . 00
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27. EXHIBIT D (Grantee Payment Checklist)
GRANTEE PAYMENT CHECKLIST
This checklist is to assist the Grantee in preparation of its billing packets to CDOT. This checklist is
provided as guidance and is subject to change by CDOT. CDOT shall provide notice of any such changes
to Grantee. All items may not apply to your particular entity. CDOT's goal is to reimburse Grantees as
quickly as possible and a well organized and complete billing packet helps to expedite payment.
❑ Invoice from local entity (Tier I and some Tier IIs)
✓ Project and Project Code
✓ Project Location
✓ Invoice number and billing date
✓ Previous Billed, Current Billing, and Billed to date
✓ Local Agency costs
✓ Consultant or Sub-grantee costs
✓ Federal portion
✓ Local portion
✓ Net payment due
✓ Signature of local entity representative
❑ Copies of invoices from local agency contractors (Tier I and some Tier IIs)
✓ The specific document the contractor used to invoice the local agencies. The local agency is
responsible for ensuring that the backup matches the invoice and is eligible for reimbursement.
✓ If the local agency pays the contractor a discounted amount, the full amount cannot be reimbursed
to the local agency, only the discounted amount, less the local agency match.
✓ Please ensure that all payment vouchers from the local agencies state "ok to pay" or some notation
of when paid or approved by, etc.
✓ Invoice(s) should match check amounts.
✓ A CDOT employee knowledgeable about the work being invoiced has to approve the local agency
invoices in order for CDOT to make payments; the invoice must be paid within 45 days of receipt
according to state statute.
✓ Statements are not acceptable in lieu of an invoice.
❑ Copies of checks (All Tiers)
✓ All of the following are acceptable - copies of checks, check registers, approved accounting
system generated expenditure ledgers showing the amount paid, the check number or electronic
funds transfer ("EFT") and the date paid.
✓ CDOT needs to ensure that expenditures incurred by the Grantee have been paid by the Grantee
before CDOT is invoiced by the Grantee.
❑ Expenditure ledger (All Tiers)
✓ An expenditure ledger needs to be submitted from the Grantee' s financial accounting system. The
report should display the accounting system information, date of the report, accounting period,
current period transactions, and the account coding for all incurred expenditures. Excel
spreadsheets are not approved expenditure reports. However, an additional excel spreadsheet may
be required in order to explain any variances between the expenditure and the amount eligible for
reimbursement.
✓ 2 CFR 200 requires the Grantee to have approved accounting systems so this should not be
difficult to generate by cost center specific to the reimbursable Project. The expenditure report is a
good summary page if there is substantial documentation.
✓ If the Grantee has copies of the invoice(s) and check(s), you do not need the expenditure ledger
also, but the invoices must be marked as approved for payment.
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❑ Timesheets (Tier I and some Tier IIs)
✓ DOT requires all employees working on projects to provide time sheets with a breakdown of hours
worked by day displaying all projects worked for the day, week, month or time collection period.
The timesheet must also be signed or approved either in ink or electronically.
✓ Backup documentation for payroll expenses includes the timesheet and an hourly or salary rate or
a payroll ledger indicating total hours, wages, and benefits. The rate only needs to be submitted
once and will be referred to for future invoices.
✓ If there is sensitive information such as social security numbers or addresses, please block that
information.
✓ If the local agency uses a temp agency and submits the invoice from the temp agency for
reimbursement, CDOT needs the same documentation the agency would use for approval before
the local agency paid the temp agency.
✓ If the local agency used a quarterly or semester based system of timekeeping, the local agency
cannot bill monthly for payroll expenses (this is especially true for colleges and universities). The
local agency needs the backup from the timekeeping system and payroll records which would
allow the local agency to bill quarterly or by semester.
❑ In kind match — If an entity wishes to use in-kind match, it must be approved by CDOT prior to any
work taking place. (All Tiers)
✓ If an in kind match is being used for the local match the in-kind portion of the project must be
included in project application and scope of work attached to the contract or purchase order. FTA
does not require pre-approval of in kind, but CDOT does.
✓ Expenditure ledger from the local agency must also show the in kind match in their general ledger.
CDOT needs a copy of this general ledger showing the in kind match.
✓ If the local agency is using in kind match on invoices to CDOT, they need to attach a drawdown
page indicating how much in-kind match has been used.
✓ Full documentation will be required on the use of in-kind match, regardless of the Tier held by the
grantee.
❑ Indirect costs (All Tiers)
✓ If indirect costs are being requested, please submit an approved indirect letter provided by either
CDOT or Colorado Department. The letter must state what indirect costs are allowed and at what
percentage. The indirect letter only needs to be submitted once and will be retained on file for
future invoices. The indirect cost plan must be reconciled annually and an updated letter
submitted each year.
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28. EXHIBIT E (General Procurement Standards)
General Procurement Standards
This Exhibit E includes select applicable provisions as they exist or as of the Effective Date. Grantee is
responsible for compliance with all State and federal laws, rules and regulations as they currently exist and may
hereafter be amended.
General Procurement Standards
1 . Maintain a contract administration system which ensures that contractors perform in accordance with
the terms, conditions, and specifications of the contract or purchase order.
2 . Maintain a written code of standards of conduct governing the performance of their employees
engaged in the award and administration of contracts.
3 . Maintain procedures that provide for the review of proposed procurements to avoid purchase of
unnecessary or duplicative items.
4. Use value engineering clauses in contracts for construction projects of sufficient size to offer
reasonable opportunities for cost reductions.
5 . Make awards only to responsible contractors possessing the ability to perform successfully under the
terms and conditions of the proposed procurement. Consideration shall be given to such matters as
contractor integrity, compliance with public policy, record of past performance, and financial and
technical resources.
6. Maintain records sufficient to detail the significant history of the procurement. Including:
a. Rationale for the method of procurement;
b. Selection of contract type;
c. Contractor selection or rejection;
d. Basis for the contract price; and
e. Other.
7 . Maintain protest procedures to handle and resolve disputes relating to procurements.
8 . All procurement transactions shall be conducted in a manner providing full and open competition.
9 . Maintain written selection procedures for procurement transactions.
10. Ensure that all pre-qualified list of persons, firms, or products which are used in acquiring goods and
services are current and include enough qualified sources to ensure maximum open and free
competition.
11 . Method of procurements to be followed:
a. Small Purchase — is a relatively simple and informal procurement method for securing services,
supplies, or other property that do not cost more than $ 150,000.00. If small purchase procedures
are used, price or rate quotation shall be obtained from at lease three sources. Quotations will be in
writing if for goods in excess of $ 10,000 and if for services in excess of $25 ,000.00.
b. Formal Sealed Bids —are publicly solicited and a firm-fixed-prices (lump sum or unit price) is
awarded to the responsible bidder whose bid, conforming with all the material terms and
conditions of the invitation for bids, is the lowest in price. This method is preferred for procuring
construction. If this method is used, the following requirements apply:
i. Must be publicly advertised;
ii. Must give at least 14 days for bidders to respond;
iii. Must include any specifications and pertinent attachments to all bidders to respond
properly;
iv. All bids will be publicly opened at the time and place prescribed in the invitation for bid;
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v. A firm fixed-price contract award will be made in writing to the lowest responsive and
responsible bidder; and
vi. Any or all bids may be rejected if there is a sound documented reason.
c. Competitive Proposals — are generally used when conditions are not appropriate for the use of
sealed bids. If this method is used, the following requirements apply:
i. Request for proposals will be publicized;
ii. Identify all evaluation factors and their relative importance;
iii. Proposals will be solicited from an adequate number of qualified sources;
iv. Have a method for conducting technical evaluation of the proposals received and for
selecting awardees;
v. Awards will be made to the responsible firm whose proposal is most advantageous to the
program, with price and other factors considered; and
vi. May be used for qualifications-based procurement of architectural/engineering professional
services whereby competitors' qualifications are evaluated and the most qualified
competitor is selected. Note — the method, where price is not used as a selection factor, can
only be used in procurement of A/E professional services. It cannot be used to purchase
other types of services through A/E firms. See also Exhibit H for procurement of A/E
professional services.
d. Noncompetitive Proposals - may be used only when the award of a contract is infeasible under the
other three methods and the following circumstances applies:
i. The item is available only from a single source;
ii. The public exigency or emergency for the requirement will not permit a delay resulting
from competitive solicitation;
iii. The awarding agency authorizes noncompetitive proposals; or
iv. After solicitation of a number of sources, competition is determined inadequate.
12 . Small, Minority and Women owned business enterprise and labor surplus area firms — In accordance
with Exhibit B, Section 9 take affirmative steps to assure that minority and women business
enterprises, and labor surplus area firms are used when possible.
a. Placing qualified firms on solicitation lists;
b. Assuring that firms are solicited whenever they are potential sources;
c. Dividing total quantities to permit maximum participation;
d. Establishing delivery schedules, where the requirement permits, which encourage participation by
S/M/W owned firms; and
e. Using the services of the Small Business Administration, Minority Business Development Agency
of the Department of Commerce, the CDOT EO office or other agencies that qualify S/M/W
owned firms.
13 . Bonding requirements — For construction or facility improvement contracts or subcontracts exceeding
$ 100,000.00 .
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29. EXHIBIT F (State and Grantee Commitments)
State and Grantee Commitments
A. Design — This section applies if box checked: ❑
1. Work including preliminary design or final design (the "Construction Plans"), design work sheets, or
special provisions and estimates (collectively referred to as the "Plans"), requires that the Grantee
comply with the following requirements, as applicable:
a. perform or provide the Plans, to the extent required by the nature of the Work;
b. prepare final design (Construction Plans) in accord with the requirements of the latest edition of
the American Association of State Highway Transportation Officials (AASHTO) manual or other
standard, such as the Uniform Building Code, as approved by CDOT;
c. prepare special provisions and estimates in accord with the State' s Roadway and Bridge Design
Manuals and Standard Specifications for Road and Bridge Construction or Grantee specifications
if approved by CDOT;
d. include details of any required detours in the Plans, in order to prevent any interference of the
construction Work and to protect the traveling public;
e. stamp the Plans produced by a Colorado Registered Professional Engineer;
f. provide final assembly of Plans and Grant documents;
g. be responsible for the Plans being accurate and complete; and
h. make no further changes in the Plans following the award of the construction contract except in
writing approved by all the Parties. The Plans shall be considered final when approved and
accepted by the Parties hereto, and when final they shall be deemed incorporated herein.
2. Grantee:
a. shall comply with the requirements of the Americans With Disabilities Act (ADA), and applicable
federal regulations and standards as contained in the document "ADA Accessibility Requirements
in CDOT Transportation Projects";
b. (If applicable) shall afford the State ample opportunity to review the Plans and make any changes
in the Plans that are directed by the State to comply with FHWA requirements.
c. may enter into a contract with a Subgrantee to do all or any portion of the Plans and/or of
construction administration. Provided, however, that if State funds are involved in the cost of such
work to be done by a Subgrantee, that Subgrantee subgrant (and the performance/provision of the
Plans under the subgrant) must comply with all applicable requirements of 23 CFR Part 172 and
with any procedures implementing those requirements as provided by the State, including those in
this Grant. If the Grantee does enter into a subgrant with a Subgrantee for the Work:
( 1 ) Grantee shall submit a certification that procurement of any design Subgrantee subgrant
complied with the requirements of 23 CFR 172 .5( 1 ) prior to entering into subgrant. The State
shall either approve or deny such procurement. If denied, the Grantee may not enter into the
subgrant.
(2) Grantee shall ensure that all changes in the Subgrantee subgrant have prior approval by the
State. Such changes in the subgrant shall be by written supplement grant. As soon as the
subgrant with the Subgrantee has been awarded by the Grantee, one copy of the executed
subgrant shall be submitted to the State. Any amendments to such subgrant shall also be
submitted.
(3) it shall require that all Subgrantee billings under that subgrant shall comply with the State ' s
standardized billing format. Examples of the billing formats are available from the CDOT
Agreements Office.
(4) it (or its Subgrantee) shall use the CDOT procedures described to administer that design
Subgrantee subgrant, to comply with 23 CFR 172. 5(b) and (d).
(5) it may expedite any CDOT approval of its procurement process and/or Subgrantee subgrant
by submitting a letter to CDOT from the certifying Grantee ' s attorney/authorized
representative certifying compliance with 23 CFR 172 . 5(b) and (d).
(6) it shall ensure that its Subgrantee subgrant complies with the requirements of 49 CFR 18 .36(i)
and contains the following language verbatim:
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(a) "The design work under this Grant shall be compatible with the requirements of the Grant
between the Grantee and the State (which is incorporated herein by this reference) for the
design/construction of the Project. The State is an intended third party beneficiary of this
subgrant for that purpose."
(b) "Upon advertisement of the Project work for construction, the Subgrantee shall make
available services as requested by the State to assist the State in the evaluation of
construction and the resolution of construction problems that may arise during the
construction of the Project."
(c) "The Subgrantee shall review the construction Subgrantee ' s shop drawings for
conformance with the subgrant documents and compliance with the provisions of the
State ' s publication, Standard Specifications for Road and Bridge Construction, in
connection with this work."
d. The State, in its discretion, will review construction plans, special provisions and estimates and will
cause the Grantee to make changes therein that the State determines are necessary to ensure
compliance with State and federal requirements.
B. Construction — This section applies if box checked: ❑
1. Work including construction requires that, the Grantee perform the construction and construction
administration in accordance with the approved Plans and MOT oversight. Such administration shall
include Project inspection and testing; approving sources of materials; performing required plant and
shop inspections; documentation of grant payments, testing and inspection activities; preparing and
approving pay estimates; preparing, approving and securing the funding for Grant modification orders
and minor subgrant revisions; processing Subgrantee claims; construction supervision; and meeting the
Quality Control requirements of MOT which can be found in the F14WA and MOT Stewardship
agreement located at:
http ://www.coloradodot.infoibusiness/permits/accesspermits/references/stewardship-agreement.pdf .
2. The State shall have the authority to suspend the Work, wholly or in part, by giving written notice
thereof to the Grantee, due to the failure of the Grantee or its Subgrantee to correct Project conditions
which are unsafe for workers or for such periods as the State may deem necessary due to unsuitable
weather, or for conditions considered unsuitable for the prosecution of the Work, or for any other
condition or reason deemed by the State to be in the public interest.
3. Grantee:
a. shall appoint a qualified professional engineer, licensed in the State of Colorado, as the Grantee
Project Engineer ("LAPE"), to perform that administration. The LAPE shall administer the Project
in accordance with this Grant, the requirements of the construction subgrant and applicable State
procedures.
b. if bids are to be let for the construction of the Project, it shall advertise the call for bids upon
approval by the State and award the construction subgrant(s) to the low responsible bidder(s) upon
approval by the State.
( 1 ) In advertising and awarding the bid for the construction, the Grantee shall comply with
applicable requirements of 23 USC § 112, 23 CFR Parts 633 and 635 , and CRS §24-92- 101 et
seq. Those requirements include, without limitation, that the Grantee/Subgrantee shall comply
with terms and conditions as required by 23 CFR §633 . 102(e).
(2) The Grantee has the option to accept or reject the proposal of the apparent low bidder for
work on which competitive bids have been received. The Grantee must declare the acceptance
or rejection within 3 working days after said bids are publicly opened.
(3) By indicating its concurrence in such award, the Grantee, acting by or through its duly
authorized representatives, agrees to provide additional funds, subject to their availability and
appropriation for that purpose, if required to complete the Work under this Project if no
additional State funds will be made available for the Project. This paragraph also applies to
Projects advertised and awarded by the State.
c. If all or part of the construction Work is to be accomplished by Grantee personnel (i.e. by force
account), rather than by a competitive bidding process, the Grantee will ensure that all such force
account work is accomplished in accordance with the pertinent State specifications and
requirements with 23 CFR Part 635 , Subpart B, Force Account Construction.
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( 1 ) Such Work will normally be based upon estimated quantities and firm unit prices agreed to
between the Grantee, the State and FHWA (if needed) in advance of the Work, as provided
for in 23 CFR §635 .204(c). Such agreed unit prices shall constitute a commitment as to the
value of the Work to be performed.
(2) An alternative to the above is that the Grantee may agree to participate in the Work based on
actual costs of labor, equipment rental, materials supplies and supervision necessary to
complete the Work. Where actual costs are used, eligibility of cost items shall be evaluated
for compliance with 48 CFR Part 31 .
(3) Rental rates for publicly owned equipment will be determined in accordance with the State' s
Standard Specifications for Road and Bridge Construction § 109.04.
(4) All force account work shall have prior approval of the State and/or FHWA (if needed) and
shall not be initiated until the State has issued a written notice to proceed.
C. State's Obligations
1. The State will perform a final Project inspection prior to Project acceptance as a "Quality
Control/Assurance" activity. When all Work has been satisfactorily completed, the State will sign the
CDOT Form 1212 (for FHWA), if applicable.
2. Notwithstanding any consents or approvals given by the State for the Plans, the State will not be liable
or responsible in any manner for the structural design, details or construction of any major structures
that are designed by or are the responsibility of the Grantee within the Work of this Grant.
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30. EXHIBIT G (Sample Option Letter)
SAMPLE IGA OPTION LETTER
(This option has been created by the Office of the State Controller for CDOT use only)
NOTE: This option is limited to the specific contract scenarios listed below
AND may be used in place of exercising a formal amendment.
Date : State Fiscal Year: Option Letter No. Option Letter CMS Routing #
Option Letter SAP #
Original Contract CMS # Original Contract SAP #
Vendor name*
SUBJECT:
A. Option to unilaterally authorize the Local Agency to begin a phase which may include Design, Construction,
Environmental, Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to Acquisition/Relocation
or Railroads) and to update encumbrance amounts (a new Exhibit C must be attached with the option letter and
shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc. ).
B. Option to unilaterally transfer funds from one phase to another phase (a new Exhibit C must be attached with
the option letter and shall be labeled C- 1 , future changes for this option shall be labeled as follows: C-2, C-3 , C-
4, etc.).
Co Option to unilaterally do both A and B (a new Exhibit C must be attached with the option letter and shall be
labeled C- 1 , future changes for this option shall be labeled as follows: C-2, C-3 , C-4, etc.).
REQUIRED PROVISIONS :
Option A (Insert the following language for use with the Option A):
In accordance with the terms of the original Agreement (insert CMS routing # of the original Agreement) between
the State of Colorado, Department of Transportation and (insert the Local Agency 's name here), the State hereby
exercises the option to authorize the Local Agency to begin a phase that will include (describe which phase will be
added and include all that apply — Design, Construction, Environmental, Utilities, ROW incidentals or
Miscellaneous) and to encumber previously budgeted funds for the phase based upon changes in funding availability
and authorization. The encumbrance for (Design, Construction, Environmental, Utilities, ROW incidentals or
Miscellaneous) is (insert dollars here). A new Exhibit C-1 is made part of the original Agreement and replaces
Exhibit C . (The following is a NOTE only, please delete when using this option. Future changes for this option for
Exhibit C shall be labled as follows: G2, C-3, G4, etc.).
Option B (Insert the following language for use with Option B):
In accordance with the terms of the original Agreement (insert CMS # of the original Agreement) between the State
of Colorado, Department of Transportation and (insert the Local Agency 's name here), the State hereby exercises
the option to transfer funds from (describe phase from which funds will be moved) to (describe phase to which funds
will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part
of the original Agreement and replaces Exhibit C. (The following is a NOTE only so please delete when using this
option: future changes for this option for Exhibit C shall be labeled as follows: C-2, C-3, C-4, etc.; and no more
than 24. 99% of any phase may be moved using this option letter. A transfer greater than 24. 99% must be made
using an formal amendment).
Option C (Insert the following language for use with Option C) :
In accordance with the terms of the original Agreement (insert CMS routing # of original Agreement) between the
State of Colorado, Department of Transportation and (insert the Local Agency 's name here), the State hereby
exercises the option to 1 ) release the Local Agency to begin a phase that will include (describe which phase will be
added and include all that apply — Design, Construction, Environmental, Utilities, ROW incidentals or
Miscellaneous); 2) to encumber funds for the phase based upon changes in funding availability and authorization;
and 3) to transfer funds from (describe phase from which funds will be moved) to (describe phase to which funds
will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part
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of the original Agreement and replaces Exhibit C. (The following is a NOTE only so please delete when using this
option: future changes for this option for Exhibit C shall be labeled as follows: C-2, C-3, C-4, etc.; and no more
than 24. 99% of any phase may be moved using this option letter. A transfer greater than 24. 99% must be made
using an formal amendment).
(The following language must be included on ALL options) :
The total encumbrance as a result of this option and all previous options and/or amendments is now (insert total
encumbrance amount), as referenced in Exhibit (Gl, C-2, etc., as appropriate). The total budgeted funds to satisfy
services/goods ordered under the Agreement remains the same: (indicate total budgeted funds) as referenced in
Exhibit (C-1, C-2, etc., as appropriate) of the original Agreement.
The effective date of this option letter is upon approval of the State Controller or delegate.
APPROVALS :
State of Colorado :
Jared S. Polis, Governor
By: Date:
Shoshana M. Lew, Executive Director, Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Agreement 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 the Local Agency begins performing prior thereto, the State of
Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or
services provided hereunder.
State Controller
Robert Jaros, CPA, MBA, JD
By:
Date:
Form Updated: December 19, 2012
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31 . EXHIBIT H (Grants with Professional Subgrantee Services)
State or Federal-Aid Project Agreements with Professional Subgrantee Services
The Grantee shall use these procedures to implement State or Federal-aid project agreements with professional
Sub grantee services including, but not limited to engineering, design, or architectural services.
23 CFR Part172 applies to a federally funded Grantee project agreement administered by CDOT that involves
professional Sub grantee services. 23 CFR § 172. 1 states "The policies and procedures involve federally funded
grants for engineering and design related services for projects subject to the provisions of 23 USC § 112(a) and
are issued to ensure that a qualified Subgrantee is obtained through an equitable selection process, that
prescribed work is properly accomplished in a timely manner, and at fair and reasonable cost" and according to
23 CFR § 172 .5 "Price shall not be used as a factor in the analysis and selection phase." Therefore, local
agencies must comply with these CFR requirements when obtaining professional Subgrantee services under a
federally funded Subgrantee subgrant administered by CDOT.
Preference of Colorado Labor
Grantee certifies, warrants, and agrees that it has knowledge of the "Keep Jobs in Colorado Act of 2013"
codified at Sections 8- 17- 101 , et seq. , of the Colorado Revised Statutes and accompanying rules, 7 CCR 1103-
6, and that Colorado labor shall be employed to perform at least eighty percent (80%) of the Work.
CDOT has formulated its procedures in Procedural Directive (P.D.) 400. 1 and the related operations guidebook
titled "Obtaining Professional Subgrantee Services" . This directive and guidebook incorporate requirements
from both Federal and State regulations, i.e., 23 CFR Part172 and Colorado Revised Statute CRS §24-30- 1401
et seq. Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements and
Consultant Management Unit. [Local agencies should have their own written procedures on file for each
method of procurement that addresses the items in 23 CFR Part 172] .
Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the
subsequent steps serve as a short-hand guide to CDOT procedures that a Grantee must follow in obtaining
professional Subgrantee services. This guidance follows the format of 23 CFR Part 172. The steps are:
1 . The contracting Grantee shall document the need for obtaining professional services.
2. Prior to solicitation for Subgrantee services, the contracting Grantee shall develop a detailed scope of
work and a list of evaluation factors and their relative importance. The evaluation factors are those
identified in CRS §24-30- 1403 . Also, a detailed cost estimate should be prepared for use during
negotiations.
3 . The contracting agency must advertise for grants in conformity with the requirements of CRS §24-30-
1405 . The public notice period, when such notice is required, is a minimum of 15 days prior to the
selection of the three most qualified firms and the advertising should be done in one or more daily
newspapers of general circulation.
4. The request for Subgrantee services should include the scope of work, the evaluation factors and their
relative importance, the method of payment, and the goal of ten percent ( 10%) for Disadvantaged
Business Enterprise (DBE) participation as a minimum for the project.
5 . The analysis and selection of the Subgrantee should be done in accordance with CRS §24-30- 1403 . This
section of the regulation identifies the criteria to be used in the evaluation of CDOT pre-qualified prime
Subgrantee and their team. It also shows which criteria are used to short-list and to make a final
selection.
The short-list is based on the following evaluation factors :
a. Qualifications,
b. Approach to the project,
c. Ability to furnish professional services.
d. Anticipated design concepts, and
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e. Alternative methods of approach for furnishing the professional services.
Evaluation factors for final selection are the Subgrantee's:
a. Abilities of their personnel,
b. Past performance,
c. Willingness to meet the time and budget requirement,
d. Location,
e. Current and projected work load,
f. Volume of previously awarded contracts, and
g. Involvement of minority Subgrantees.
6. Once a Subgrantee is selected, the Grantee enters into negotiations with the Subgrantee to obtain a fair
and reasonable price for the anticipated work. Pre-negotiation audits are prepared for grants expected to
be greater than $50,000. Federal reimbursement for costs are limited to those costs allowable under the
cost principles of 48 CFR Part 31 . Fixed fees (profit) are determined with consideration given to size,
complexity, duration, and degree of risk involved in the work. Profit is in the range of six (6) to fifteen
( 15) percent of the total direct and indirect costs.
7. A qualified Grantee employee shall be responsible and in charge of the project to ensure that the work
being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the
Grant. At the end of project, the Grantee prepares a performance evaluation (a CDOT form is available)
on the Subgrantee.
8 . Each of the steps listed above is to be documented in accordance with the provisions of 2 CFR 200.333 ,
which provide for records to be kept at least three (3) years from the date that the Grantee submits its
final expenditure report. Records of projects under litigation shall be kept at least three (3) years after the
case has been settled.
The CRS § §24-30- 1401 through 1408, 23 CFR Part 172, and P.D. 400. 1 , provide additional details for
complying with the eight (8) steps just discussed.
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