HomeMy WebLinkAbout2017-078-08/15/2017-AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND RESOLUTION 2017-078
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL
AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND LARIMER
COUNTY FOR THE CONSTRUCTION OF THE LONG VIEW TRAIL
BETWEEN FORT COLLINS AND LOVELAND
WHEREAS, the Long View trail is a 4.4-mile, 10-foot wide concrete trail that will
connect Fort Collins and Loveland (the "Project"); and
WHEREAS, the Project is identified in the 2013 Paved Recreational Trail Master Plan;
and
WHEREAS, once completed, the Project will extend through the Colina Mariposa
Natural Area, the Hazaelus Natural Area, and the Long View Farm Open Space; and
WHEREAS, the Project is a joint effort between Fort Collins, the City of Loveland and
Larimer County, with Larimer County acting as the lead agency for the Project; and
WHEREAS, the total cost of the Project is estimated at $4,800,000, with Fort Collins'
share of the Project currently estimated at $2,200,000, which amount may change based on final
bids and construction; and
WHEREAS, Fort Collins, Loveland and Larimer County have negotiated an
intergovernmental agreement (the "IGA") to coordinate construction and funding of the Project;and
WHEREAS, the IGA approves up to -$2,700,000 to be spent on the Project, which
amount has already been appropriated for the Project, to cover actual costs of the Project that
exceed the current $2,200,000 estimate; and
WHEREAS, Article II, 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 the County in
support thereof.
-1-
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
FORT COLLINS as follows:
Section 1. That,the City Council hereby makes and adopts the determinations and
findings contained in the recitals,set forth above.
Section 2. The City Council hereby authorizes the Mayor to execute the IGA
between City and the County, 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
15th day of August, A.D. 2017.
'Mayor
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EXHIBIT A
INTERGOVERNMENTAL AGREEMENT
FOR THE LONG'VIEW CORRIDOR TRAIL FROM 57TH STREET AND NORTH
TAFT AVENUE IN LOVELAND TO FOSSIL CREEK DRIVE IN FORT
COLLINS
THIS INTERGOVERNMENTAL AGREEMENT (this "Agreement') is entered
into this day of , 2017, by and among Larimer County, Colorado
(the "County") and the City of Fort Collins, Colorado ("Fort Collins") (each a "party" and
collectively, the "parties").
BACKGROUND AND PURPOSE
A. This Agreement describes the responsibilities, approval authorities and process
under which the County and Fort Collins are cooperating to provide for construction
activities related to the Long View Corridor Trail from Sunset Vista Natural Area at 57t°
Street and North Taft Avenue in Loveland to Fossil Creek Drive-in Fort Collins. The Long
View Corridor Trail is identified as a "regional trail' and winds through portions of
unincorporated Latimer County, the City of Fort Collins and City of Loveland (the
"Project'). Because the trail is contiguous and being jointly funded through two grants,
the County, Loveland and Fort Collins have agreed that constructing the trail as one
project would promote efficiency and economy. The County shall be responsible for
bidding and awarding a construction contract and construction management contract for
the Project. The County will also manage the Great Outdoors Colorado ("GOCO") Paths
to Parks grant, and Colorado Department of Transportation ("CDOT") Transportation
Alternatives Program grant, and coordinate all reimbursements.
B. The County,Loveland and Fort Collins will develop a scope-of-work and schedule
for the Project.
C. In partnership with Loveland and Fort Collins, the County has received two grants
to fund the Project; a CDOT grant in the amount of$1,000,000 and a GOCO grant in the
amount of$999,550(the "Grant Funds").
D. A Project budget for trail construction was approved as part of . an
intergovernmental agreement between the County and CDOT (attached hereto as "Exhibit
A") and a grant agreement between the County and GOCO (attached hereto as "Exhibit
B"). Construction is expected to include a 10-foot wide, 5-inch thick concrete path, a
detached 4-foot wide crusher fine path where possible, intersection improvements at
Trilby Road, intersection improvements at North Taft Avenue and 57`h Street, and a new
trailhead at Sunset Vista Natural Area, complete with a parking lot, plaza, and kiosk. The
total estimated Project budget for construction, based on engineer estimates, is included as
Exhibit C, 'attached hereto and incorporated herein by this reference, and totals
$3,550,500. The Project budget will be finalized and adjusted after the County has
completed the competitive bid process and awarded the construction contract for the
Project.
4. The County and Fort Collins acknowledge that actual Project costs may differ
from estimated costs. The parties can amend this agreement with a letter signed by each
entity's authorized signatory for the sole purpose of reflecting actual costs.
5 For purposes of this Agreement, construction shall include the cost for clearance of
rights-of-way, utilities, testing, environmental review by CDOT, and the cost of obtaining
all required permits and plan reviews.
6. Any additional costs associated with preparing the environmental surveys and
reports required for CDOT review will be initially paid for by the County. Each party will
directly reimburse the County for the costs associated with conducting the surveys and
reports for that party's portion of the Project. Fort Collins share of costs associated with
preparing environmental surveys and reports is currently estimated at$20,000.
7. The County shall be responsible for coding and paying all Project invoices and
will maintain accurate accounts of all Project expenditures including the costs related to
Fort Collins' share of the Project. The County will complete all due diligence
requirements related to the CDOT and 'GOCO grants and coordinate all grant
reimbursements. The County will provide Fort Collins with information detailing-
incremental and total Project expenditures and remaining balance of funds at least
quarterly.
8. The County shall notify and obtain Fort Collins' consent prior to authorizing any
changes in scope-of-services, change orders, or other work that would cause costs to
exceed the construction contract.
9. Should the total construction cost of the Project exceed the contracted amount,
upon consent of all of the parties, the additional cost will be paid as follows:
a. If the cost is located wholly within the portion of the trail for which Fort
Collins is responsible, Fort Collins will pay the additional cost. If the cost is located
wholly within the portion of the trail for which the County is responsible, the County will
pay the additional cost.
b. If the additional cost is attributable to a portion of the trail that is the
responsibility of more than one entity, the affected entities will share the additional cost in
proportion to the percentage of total Project cost that is their responsibility.
C. If the cause of the additional costs is not discrete, the additional costs will be
split between the County and Fort Collins, reflecting the percentage of the total Project
cost attributed to each entity. Fort Collins will reimburse the County for the balance due
on any of their additional costs.
d. Notwithstanding anything to the contrary in Paragraph 9, or as otherwise
stated in this Agreement, Fort Collin's total costs under this Agreement for the Project,
including all costs associated with construction, construction management, environmental
surveys and reports and the Grant Funds, will not exceed$2,700,000.00.
If to Fort Collins:
Park Planning&Development Director
215 North Mason Street
P.O.Box 580
Fort Collins, CO 80522
With a copy to:
City Attorney
P.O. Box 580 -
Fort Collins, CO 80522
16. No term or condition of this Agreement shall be construed or interpreted as a
waiver, express or implied, of any of the notices, requirements, immunities, rights,
benefits, protections, limitations of liability, and other provisions of the Colorado
Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable
law.
17. The parties recognize the legal constraints imposed upon them by the
constitutions, statutes, and regulations of the State of Colorado and of the United States,
and imposed upon Fort Collins by their respective charters and municipal codes, and,
subject to such constraints, the parties intend to carry out the terms and conditions of this
Agreement. Notwithstanding any other provision in this Agreement to the contrary, in no
event shall any party exercise any power or take any action which shall be prohibited by
applicable law.
18. This Agreement contains the entire agreement of the parties relating to the subject
matter hereof and, except as provided herein, may not be modified or amended except by
written agreement of the parties. This Agreement is for the benefit of the parties, and there
is no third party or other intended beneficiaries to this Agreement. In the event a court of
competent jurisdiction holds any provision of this Agreement invalid or unenforceable, `
such holding shall not invalidate or render unenforceable any other provision of this
Agreement. No party shall assign this Agreement without the other parties' prior written
consent. This Agreement shall be governed by the laws of the State of Colorado, and
venue shall be in the County of Larimer, State of Colorado.
19. This Agreement may be executed in counterparts, each of which shall be deemed
to be an original and all of which, when taken together, shall constitute one and the same
agreement. This Agreement may be executed by electronic signature in accordance with
C.R.S 24-71.3-101 et seq.
EXHIBIT A
CDOT Intergovernmental Grant Agreement
1. PARTIES
THIS AGREEMENT is entered into by and between COUNTY OF LARIMER BOARD OF(hereinafter called
the"Local Agency"),and the STATE OF COLORADO acting by and through the Department of Transportation
(hereinafter called the"State"or"CDOT").
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Agreement shall not be effective or enforceable until it is approved and signed by the Colorado State
Controller or their.designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or
reimburse the Local Agency 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. RECITAIS
A. Authority,Appropriation,and Approval
Authority exists in the law and funds have been budgeted,appropriated and otherwise made available and a
sufficient unencumbered balance thereof remains available for payment and the required approval,clearance
and coordination have been accomplished from and with appropriate agencies..
i. Federal Authority
Pursuant to Title I,Subtitle A,Section 1108 of the"Transportation Equity Act for the 21st Century"of
1998(TEA-21)and/or the"Safe,Accountable,Flexible,Efficient Transportation Equity Act:A Legacy
for Users"(SAFETEA-LU)of 2005 and to applicable provisions of Title 23 of the United States Code
and implementing regulations at Title 23 of the Code of Federal Regulations, as may be amended,
(collectively referred to hereinafter as the"Federal Provisions"),certain federal funds have been and are
expected to continue to be allocated for transportation projects requested by the Local Agency and
eligible under the Surface Transportation Improvement Program that has been proposed by the State and
approved by the Federal highway Administration("FHWA").
AL State Authority
Pursuant to CRS§43-1-223 and to applicable portions of the Federal Provisions,the State is responsible
for the general administration and supervision of performance of projects in the Program,including the
administration of federal funds for a Program project performed by a Local Agency under a contract
with the State.This Agreement is executed under the authority of CRS§§29-1-203,43-1-110;43-1-116,
43-2-101(4)(c)and 43-2-104.5.
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 Agreement.
C. Purpose
The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's
Stewardship Agreement with the FHWA.
D. References
All references in this Agreement to sections(whether spelled out or using the§symbol),subsections,exhibits
or other attachments,are references to sections,subsections,exhibits or other attachments contained herein
or incorporated as a part hereof,unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Agreement or Contract
"Agreement"or"Contract"means this Agreement, its terms and conditions, attached exhibits, documents
incorporated by reference under the terms of this Agreement,and any future modifying agreements,exhibits,
attachments or references that are incorporated pursuant to Colorado State Fiscal Rules and Policies.
B. Agreement Funds
"Agreement Funds"means funds payable by the State to Local Agency pursuant to this Agreement.
C. Budget
"Budget"means the budget for the Work described in ExhibitC.
D. Consultant and Contractor
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b) Prepare final design in accordance 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 the State.
c) Prepare provisions and estimates in accordance with the most current version of the State's Roadway
and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local
Agency specifications if approved by the State.
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 all other necessary documents.
g) Be responsible for the Plans'accuracy and completeness.
h) Make no further changes in the Plans following the award of the construction contract to contractor
unless agreed to in writing by the Parties. The Plans shall be considered final when approved in
writing by CDOT and when final they shall be incorporated herein.
ii. Local Agency Work
a) Local Agency 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) Local Agency 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) Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans
and/or of construction administration.Provided,however, if federal-aid funds are involved in the
cost of such Work to be done by such Consultant, such Consultant contract (and the
performance/provision of the Plans under the contract) must comply with all applicable
requirements of 23 C.F.R.Part 172 and with any procedures implementing those requirements as
provided by the State,including those in Exhibit H.If the Local Agency enters into a contract with
a Consultant for the Work:
(1) Local Agency shall submit a certification that procurement of any Consultant contract complies
with the requirements of 23 C.F.R. 172.5(1) prior to entering into such Consultant contract,
subject to the State's approval. If not approved by the State,the Local Agency shall not enter
into such Consultant contract.
(2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by
the State and FHWA and that they are in writing.Immediately after the Consultant contract has
been awarded, one copy of the executed Consultant contract and any amendments shall be
submitted to the State.
(3) Local Agency shall require that all'billings under the Consultant contract comply with the
State's standardized billing format. Examples of the billing formats are available from the
MOT Agreements Office.
(4) Local Agency(and any Consultant)shall comply with 23 C.F.R. 172.5(b)and(d)and use the
CDOT procedures described in Exhibit H to administer the Consultant contract.
(5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant
-- contract by submitting a letter to MOT from the Local Agency's attorney/authorized
representative certifying compliance with Exhibit H and 23 C.F.R. 172.5(b)and(d).
(6) Local Agency shall ensure that the Consultant contract complies with the requirements'of 49
CFR 18.36(i)and contains the following language verbatim:
(a) The design work under this Agreement shall be compatible with the requirements of the
contract between the Local Agency 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 agreement for that purpose.
(b) Upon advertisement of the project work for construction, the consultant 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.
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(c) If the State provides matching funds under this Agreement,rental rates for publicly owned
equipment shall be determined in accordance with the State's Standard Specifications for
Road and Bridge Construction§109.04.
(d) All Work being paid under force account shall have prior approval of the State and/or
FHWA and shall not be initiated until the State has issued a written notice to proceed.
E. State's Commitments
a) The State will perform a final project inspection of the Work as a quality control/assurance activity.
When all Work has been satisfactorily completed,the State will sign the FHWA Form 1212.
b) Notwithstanding any consents or approvals given by the State for the Plans,the State shall not be liable
or responsible in any manner for the structural design, details or construction of any major structures
designed by,or that are the responsibility of,the Local Agency as identified in the Local Agency Contract
Administration Checklist,Exhibit E.
F. ROW and Acquisition/Relocation
a) If the Local Agency purchases a right of way for a State highway,including areas of influence,the Local
Agency shall immediately convey title to such right of way to CDOT after the Local Agency obtains
title.
b) Any acquisition/relocation activities shall comply with all applicable federal and state statutes and
regulations, including but not limited to the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970 as amended and the Uniform Relocation Assistance and Real Property
Acquisition Policies for Federal-and Federally Assisted Programs as amended (49 C.F.R. Part 24),
CDOT's Right of Way Manual,and CDOT's Policy and Procedural Directives.
c) The Parties'respective compliance responsibilities depend on the level of federal participation;provided
however,that the State always retains Oversight responsibilities.
d) The Parties' respective responsibilities under each level in CDOT's Right of Way Manual(located at
http://www.dot.state.co.us/ROW_Manual/)and reimbursement for the levels will be under the following
categories:
(1) Right of way acquisition(3111)for federal participation and non-participation;
(2) Relocation activities,if applicable(3109);
(3) Right of way incidentals,if applicable(expenses incidental to acquisition/relocation of right of way
—3114).
G. Utilities
If necessary,the Local Agency shall be responsible for obtaining the proper clearance or approval from any
utility company which may become involved in the Work.Prior to the Work being advertised for bids,the
Local Agency shall certify in writing to the State that all such clearances have been obtained.
a) Railroads
If the Worst involves modification of a railroad company's facilities and such modification will be
accomplished by the railroad company,the Local Agency 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 Local Agency shall also establish
contact with the railroad company involved for the purpose of complying with applicable provisions of
23 C.F.R.646,subpart B,concerning federal-aid projects involving railroad facilities and:
b) Execute an agreement setting out what work is to be accomplished and the location(s)thereof,and which
costs shall be eligible for federal participation.
c) Obtain the railroad's detailed estimate of the cost of the Work.
d) Establish future maintenance responsibilities for the proposed installation.
e) Proscribe future use or dispositions of the proposed improvements in the event of abandonment or
elimination of a grade crossing.
f) Establish future repair and/or replacement responsibilities in the event of accidental destruction or
damage to the installation.
H. Environmental Obligations
The Local Agency shall perform all Work in accordance with the requirements of the current federal and
state environmental regulations including the National Environmental Policy Act of 1969 (NEPA) as
applicable.
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enter into this Agreement and to expend its match share of the Work.A copy of such ordinancetresolution or
authority letter is attached hereto as Exhibit B.
B. Payment
i. Advance,Interim and Final Payments
Any advance payment allowed under this Contract or in Exhibit C shall comply with State Fiscal Rules
and be made in accordance with the provisions of this Contract or such Exhibit.The Local Agency shall
initiate any payment requests by submitting invoices to the State in the form and manner,approved by
the State.
ii. 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 days interest to be paid and the interest rate.
iii. -Available Funds-Contingency-Termination
The State is prohibited by law from making 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 Contract shall be made only from available funds encumbered for this Contract
acid 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
Contract,the State may terminate this Contract 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 Contract or other contracts,Agreements 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 party other than the State.
C. Use of Funds
Contract Funds shall be used only for eligible costs identified herein.
D. Matching Funds
The Local Agency shall provide matching funds as provided in§8.A.and 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 Agreement 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 Agreement by its
authorized representatives and paid into its treasury. The Local Agency does not by this Agreement
irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not
intended to create a multiple-fiscal year debt of the Local Agency. The Local Agency 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.
E. Reimbursement of Local Agency Costs
The State shall reimburse the Local Agency's allowable costs, not exceeding the maximum total amount
described in Exhibit C and§8.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
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Reports,Evaluations,and Reviews required under this§10 shall be in accordance with the procedures of and in
such form as prescribed by the State and in accordance with§18,if applicable.
A. Performance,Progress,Personnel,and]Funds
The Local Agency shall submit a report to the State upon expiration or sooner termination of this Agreement,
containing an Evaluation and Review of the Local Agency's performance and the final status of the Local
Agency's obligations hereunder.
B. Litigation Reporting
Within 10 days after being served with any pleading related to this Agreement,in a legal action filed with a
court or administrative agency,the Local Agency 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 or its principal
representative is not then serving, such notice and copies shall be delivered to the Executive Director of
CDOT.
C. Noncompliance
The Local Agency's failure to provide reports and notify the State in a timely manner in accordance with this
§10 may result in the delay of payment of funds and/or termination as provided under this Agreement.
D. Documents
Upon request by the State,the Local Agency shall provide the State,or its authorized representative,copies
of all documents,including contracts and subcontracts,in its possession related to the Work.
11, LOCAL AGENCY RECORDS
A. Maintenance
The Local Agency shall make,keep,maintain,and allow inspection and monitoring by the State of 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.The Local Agency shall maintain such records until the
last to occur of the following: (i) a period of three years after the date this Agreement is completed or
terminated, or(ii) three years after final payment is made hereunder, whichever is later,or(iii) for such
further period as may be necessary to resolve any pending matters,or(iv)if an audit is occurring,or the
Local Agency has received notice that an audit is pending,then until such audit has been completed and its
findings have been resolved(collectively,the"Record Retention Period").
B. Inspection
The Local Agency 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 the Local Agency's records
related to this Agreement during the Record Retention Period to assure compliance with the terms hereof or
to evaluate the Local Agency's performance hereunder.The State reserves the right to inspect the Work at all
reasonable times and places during the term of this Agreement,including any extension.If the Work fails to
conform to the requirements of this Agreement,the State may require the Local Agency promptly to bring
the Work into conformity with Agreement requirements,at the Local Agency's sole expense.If the Work
cannot be brought into conformance by re-performance or other corrective measures,the State may require
the Local Agency to take necessary action to ensure that future performance conforms to Agreement
,requirements and may exercise the remedies available under this Agreement at law or in equity in lieu of or
in conjunction with such corrective measures.
C. Monitoring
The Local Agency also shall permit the State,the federal government or any other duly authorized agent of
a governmental agency, in their sole discretion, to monitor all activities conducted by the Local Agency
pursuant to the terms of this Agreement 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 such monitoring shall be performed in'a manner that shall not
unduly interfere with die Local Agency's performance hereunder.
D. I+inal Audit Report
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The Local Agency warrants that it possesses the legal authority to enter into this Agreement 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 Agreement,or any part thereof,and to bind the
Local Agency to its terms.If requested by the State,the Local Agency shall provide the State with proof of
the Local Agency's authority to enter into this Agreement within IS days of receiving such request.
C. Licenses,Permits,Etc.
The Local Agency 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.The Local Agency warrants that it
shall maintain all necessary licenses, certifications,approvals,insurance,permits,and other authorizations
required to properly perform this Agreement, without reimbursement by the State or other adjustment in
Agreement Funds.Additionally,all employees and agents of the Local Agency performing Services under
this Agreement shall hold all required licenses or certifications,if any,to perform their responsibilities.The
Local Agency,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 the Local Agency to properly perform the terms of
this Agreement shall be deemed to be a material breach by the Local Agency and constitute grounds for
termination of this Agreement.
15. INSURANCE
The Local Agency and its contractors shall obtain and maintain insurance as specified in this section at all times
during the term of this Agreement:All policies evidencing the insurance coverage required hereunder shall be
issued by insurance companies satisfactory to the Local Agency and the State.
A. The Local Agency
i. Public Entities
If the Local Agency is a"public entity"within the meaning of the Colorado Governmental Immunity
Act,CRS§24-10-101,et seq.,as amended(the"GIX),then the Local Agency shall maintain at all times
during the term of this Agreement such liability insurance,by commercial policy or self-insurance,as is
necessary to meet its liabilities under the GIA. The Local Agency shall show proof of such insurance
satisfactory to the State,if requested by the State.The Local Agency shall require each Agreement with
their Consultant and Contractor,that are providing Goods or Services hereunder,to include the insurance
requirements necessary to meet Consultant or Contractor liabilities under the GIA.
ii. -Non-Public Entitles
If the Local Agency is not a"public entity"within the meaning of the Governmental Immunity Act,the
Local Agency shall obtain and maintain during the term of this Agreement insurance coverage and
policies meeting the same requirements-set forth in§15(B)with respect to sub-contractors that are not
"public entities".
B. Contractors
The Local Agency shall require each contract with Contractors,Subcontractors,or Consultants,other than
those that are public entities,providing Goods or Services in connection with this Agreement, 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 the Local Agency's Contractors,Subcontractors,or Consultant's employees acting within
the course and scope of their employment.
li. General Liability
Commercial General Liability Insurance written on ISO occurrence form CO 00 01 10/93 or equivalent,
covering premises operations,fire damage,independent contractors,products and completed operations,
blanket liability, personal injury, and advertising liability with minimum limits as follows: (a)
$1,000,000 each occurrence;(b)$1,000,000 general aggregate;(c)$1,000,000 products and completed
operations aggregate;and(d)$50,000 any one fire.If any aggregate limit is reduced below$1,000,000
because of claims made or paid, contractors,subcontractors, and consultants shall immediately obtain
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failure to properly perform.Exercise by the State of this right shall not be deemed a breach of its obligations
hereunder.The Local Agency shall continue perfoimance of this Agreement to the extent not terminated,if
any.
i. Obligations and Rights
To the extent specified in any termination notice,the Local Agency shall not incur further obligations or
render further performance hereunder past the effective date of such notice, and shall terminate
outstanding orders and sub-Agreements with third parties.However,the Local Agency 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.Agreement's terms.At the sole discretion of the
State,the Local Agency shall assign to the State all of the Local Agency's right,title,and interest under
such terminated orders or sub-Agreements. Upon termination, the Local Agency shall take timely,
reasonable and necessary action to protect and preserve property in the possession of the Local Agency
in which the State has an interest.All materials owned by the State in the possession of the Local Agency
shall be immediately returned to the State.All Work Product,at the option of the State,shall be delivered
by the Local Agency to the State and shall become the State's property.
11, Payments
The State shall reimburse the Local Agency only for accepted performance received up to the date of
termination.If,after termination by the State,it is determined that the Local Agency was not in default
or that the Local Agency'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
Agreement bad been terminated in the public interest,as described herein.
iii. Damages and Withholding
Notwithstanding any other remedial action by the State,the Local Agency also shall remain liable to the
State for any damages sustained by the State by virtue of any breach under this Agreement by the Local
Agency and the State may withhold any payment to the Local Agency for the purpose of mitigating the
State's damages,until such time as the exact amount of damages due to the State from the Local Agency
is determined.The State may withhold any amount that may be due to the Local Agency as the State
deems necessary to protect the State,including loss as a result of outstanding liens or claims of foimer
lien holders,or to reimburse the State for the excess costs incurred in procuring similar goods or services,
The Local Agency 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 Agreement 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 Agreement ceases to
further the public policy of the State,the State,in its sole discretion,may terminate this Agreement 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 Agreement by the State for cause or breach by the
Local Agency,which shall be governed by§17(A)or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify the Local Agency of the termination in accordance with §18, specifying the
effective date of the termination and whether it affects all or a portion of this Agreement.
ti. Obligations and Rights
Upon receipt of a termination notice,the Local Agency shall be subject to and comply with the same
obligations and rights set forth in§17(A)(i).
iii. Payments
If this Agreement is terminated by the State pursuant to this§17(B),the Local Agency shall be paid an
amount which bears the same ratio to the total reimbursement under this Agreement as the Services
satisfactorily performed bear to the total Services covered by this Agreement,less payments previously
made.Additionally,if this Agreement is less than 60%completed,the State may reimburse the Local
Agency for a portion of actual out-of-pocket expenses(not otherwise reimbursed under this Agreement)
incurred by the Local Agency which are directly attributable to the uncompleted portion of the Local
Agency's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed
the maximum amount payable to the Local Agency hereunder.
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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 Colorado Governmental Immunity
Act,CRS§24-10-101,et seq.,as amended.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
and of the Local Agency is controlled and limited by the provisions of the Governmental Immunity Act and the
risk management statutes,CRS§24-30-1501,et seq.,as amended,
21. STATEWIDE CONTRACT MANAGEMENT SYSTEM
.If the maximum amount payable to the Local Agency under this Agreement is$100,000 or greater,either on the
Effective Date or at any time thereafter,this§21 applies.
The Local Agency 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
agreements/contracts and inclusion of agreement/contract performance information in a statewide contract
management system.
The Local Agency's performance shall be subject to Evaluation and Review in accordance with the terms and
conditions of this Agreement, State law, including CRS §24-103.5-101, and State Fiscal Rules,Policies and
Guidance.Evaluation and Review of the Local Agency's performance shall be part of the normal Agreement
administration process and the Local Agency's performance will be systematically recorded in the statewide
Agreement 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 the Local Agency's obligations
under this Agreement shall be determined by the specific requirements of such obligations and shall include
factors tailored to match the requirements of the Local Agency'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.Agreement term.The Local Agency 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 the Local Agency 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 the Local Agency and prohibit the Local Agency from bidding on future Agreements.The Local
Agency 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 the Local Agency,by the Executive Director,upon
showing of good cause.
22. FEDERAL REQUIREMENTS
The Local Agency and/or their contractors,subcontractors,and consultants shall at a]I times during the execution
of this Agreement strictly adhere to,and comply with,all applicable federal and state laws,and their`implementing
regulations,as they currently exist and may hereafter be amended.
23. DISADVANTAGED BUSINESS ENTERPRISE(DBE)
The Local Agency will comply with all requirements of Exhibit G and the Local Agency Contract Adriministration
Checklist regarding DBE requirements for the Work,except that if the Local Agency desires to use its own DBE
program to implement and administer the DBE provisions of 49 C.F.R.Part 26 under this Agreement, it must
submit a copy of its program's requirements to the State for review and approval before the execution of this
Agreement.If the Local Agency uses any State-approved DBE program for this Agreement,the Local Agency
shall be solely responsible to defend that DBE program and its use of that program against all legal and other
challenges or complaints, at its sole cost and expense. Such responsibility includes, without limitation,
determinations concerning DBE eligibility requirements and certification,adequate legal and factual bases for
DBE goals and good faith efforts. State approval(if provided)of the Local Agency's DBE program does not
waive or modify the sole responsibility of the Local Agency for use of its program.
24. DISPUTES
Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this
Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department of
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Except as specifically provided in this Agreement,modifications ofthis Agreement shall not be effective
unless agreed to in writing by both parties in an amendment to this Agreement,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
AGREEMENTS-TOOLS AND FORMS.
ii. By Operation of Law
This Agreement 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 Agreement on the effective date of such change,as if fully set forth
herein
J. Order of Precedence
The provisions of this Agreement shall govern the relationship of the State and the Local Agency.In the
event of conflicts or inconsistencies between this Agreement and its exhibits and attachments,such conflicts
or inconsistencies shall be resolved by reference to the documents in the following order of priority:
i. Colorado Special Provisions;
ii. The provisions of the main body of this Agreement,
HL Exhibit A(Scope of Work),
iv. Exhibit B(Local Agency Resolution),
V. Exhibit C(Funding Provisions),
A. Exhibit D(Option Letter),
vii. Exhibit E(Local Agency Contract Administration Checklist),
viii. Other exhibits in descending order of their attachment.
K. Severability
Provided this Agreement 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.
L. Survival of Certain Agreement Terms
Notwithstanding anything herein to the.contrary, provisions of this Agreement requiring continued
performance, compliance, or effect after termination hereof,shall survive such termination and shall be -
enforceable by the State if the Local Agency fails to perform or.comply as required.
M. 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.The Local Agency shall be solely liable for paying such taxes as
the State is prohibited from paying for or reimbursing the Local Agency for them
N. Third Party Beneficiaries .
Enforcement of this Agreement 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 Agreement
are incidental to the Agreement,and do not create any rights for such third parties.
O. Waiver
Waiver of any breach of a term, provision, or requirement of this Agreement, 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.
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immediate termination of this Agreement and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
1. EMPLOYEE FINANCIAL 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 Agreement. The Local Agency has no interest and
shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
performance of The Local Agency's services and The Local Agency shall not employ any person having
such known interests.
L VENDOR OFFSET.CRS§§24-30-202(1)and 24-30-202.4.
[NotApplicable 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 HigherEducation;(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 CONTRACTS FOR SERVICES.CRS§8-17.5-101.
[Not.Applicable to Agreements relating to the offer, issuance, or sale of securities,investment advisory
services orfund management services,sponsored projects,Intergovernmental Agreements,or information
technology services or products and services].The Local Agency certifies,warrants,and agrees that it does
not knowingly employ or contract with an illegal alien who shall perform work under this Agreement and
shall confirm the employment eligibility of all employees who are newly hired for employment in the United
States to perform work under this Agreement,through participation in the E-Verify Program or the State
program established pursuant to CRS§8-17.5-102(5)(c),The Local Agency shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement or enter into a contract with a
subcontractor that fails to certify to The Local Agency that the subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement.The Local Agency(a)shall not use E-
Verify Program or State program procedures to undertake pre-employment screening of job applicants while
this Agreement is being performed,(b)shall notify the subcontractor and the conffi6ting State agency within
three days if The Local Agency has actual knowledge that a subcontractor is employing or contracting with
an illegal alien for work under this Agreement,(c)shall terminate the subcontract if a subcontractor does not
stop employing or contracting with the illegal alien within.three days of receiving the notice,and(d)shall
comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-
17.5-102(5),by the Colorado Department of Labor and Employment.If The Local Agency participates in the
State program, The Local Agency shall deliver to the contracting State agency, Institution of Higher
Education or political subdivision, a written, notarized affirmation, affirming that The Local Agency has
examined the legal work status of such employee,and shall comply with all of the other requirements of the
State program.If The Local Agency fails to comply with any requirement of this provision or CRS§8-17.5-
101 et seq., the contracting State agency, institution of higher education or political subdivision may
terminate this Agreement for breach and,if so terminated,The Local Agency shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS.CRS§24-76.5-101.
The Local Agency,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 Agreement.
SPs Effective 1/1/09
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EXHIBIT B
GOCO Grant Agreement
1
' l }
AGREEMENT
NOW,THEREFORE, in consideration of the parties' mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
l. Incorporation of Recitals. The Recitals set forth above are hereby incorporated into
the terms of this Agreement.
2. Representations and Warranties of Grantee.
a. Grantee is a County,duly organized in accordance with the laws of Colorado and has full
and lawful authority to enter into,and comply with the terms of,this Agreement.
b. Grantee's governing body has authorized entering into this Agreement as evidenced by
the resolution attached hereto as Exhibit B.
C. Grantee warrants that it has good and sufficient title to the property or properties on
which the Project is to be located(the"Property"). GOCO may require Grantee to provide
evidence of its ownership of the Property and encumbrances against the Property satisfactory to
GOCO in GOCO's discretion prior to funding..
3. Grant and Proiect. Subject to the terms and conditions set forth in this Agreement,the
Board hereby awards to Grantee a sum not to exceed $999,550.00(the"Grant"). The Grant
shall be used by Grantee solely to complete the Project, in substantial conformity with the final
plans,specifications,designs and uses approved by the Board. `,
4. Project Scope. Grantee shall not materially modify the Project or the Project budget
(attached hereto as Exhibit C,the"Budget")without the prior written approval of the Executive
Director of GOCO ("Executive Director") or the Executive Director's designee,such approval
to be in GOCO's sole discretion. Any material modification to the Project undertaken without
GOCO's prior written consent may be deemed a breach of this Agreement by LOCO, entitling
GOCO to all remedies available under this Agreement. If Grantee determines with reasonable
probability that the Project will not or cannot be completed as reflected in the Project
Application,Grantee will promptly so advise the Board,and cooperate in good faith to seek a
resolution before any further funds are advanced.
5. Grantee Efforts. Grantee shall complete the Project in a timely fashion, in a good and
workmanlike manner,and consistent with this Agreement and GOCO's approvals related to the
Project.
6: Completion Date. Grantee-shall complete the Project and submit its Final Report no
later than (the"Completion Date")which is two calendar years after the Board's approval of
the Project. Grantee may request an extension of the Completion Date in compliance with
GOCO's Overdue Grants Policy,a summary of which is attached as Exhibit D ("Overdue
Grants Policy"). If Grantee determines with reasonable probability that the Project will not or
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C. Except as otherwise agreed to in advance by GOCO in accordance with the terms of this
Agreement,no material modifications may be made to the Project. Material modifications to the
Project to which GOCO has not agreed may result in a reduction in the Grant. "Material
modifications"may include,but are not necessarily limited to,a reduction in the total cost of the
Project, a reduction in the size or number of recreational development components to be
constructed, changes to the nature of the recreational development components to be constructed,
or any other variance from the Project as presented in the Project•Application. It is the sole
responsibility of Grantee to inform GOCO of any such modifications to the Project. GOCO
strongly encourages Grantee to contact GOCO in writing when it becomes aware of or wishes to
make any such modifications,however seemingly minor,to the Project.
10. Waiver. The Executive Director or the Executive Director's designee may in such
person's discretion,waive or agree to modify one or more of the obligations in sections 8, 9,'
and 16 of the Agreement, or may permit performance of one or more of such obligations
subsequent to disbursement.
I L. Payment of Grant Subiect to Sufficient Net Lottery Proceeds. Payment of the Grant
is subject to GOCO's determination in its sole discretion that it has received and has available
sufficient net lottery proceeds to fund the Grant. In determining the sufficiency of net lottery
proceeds, GOCO may consider all facts and circumstances as it deems necessary or desirable in
its discretion, including, but not limited to, adequate reserves, funding requirements and/or
commitments for other past,current and future grants,.and past,current and future GOCO
operating expenses and budgetary needs,
12. Project Operation and Maintenance.
a. Subject to annual appropriations,Grantee shall operate, manage,and maintain the Project
in a reasonable state of repair for the purposes specified and for the useful life of the Project in
the Project Application, in accordance with product warranties and/or the generally accepted
standards in the parks/recreation community,and provide and maintain access to the Project and
to the Property,regardless of the Property's ownership.
b. Failure to comply with the provisions of Paragraph 12.a.may be deemed a breach by
Grantee under Paragraph 21,below.
C. GOCO shall not be liable for any cost of maintenance,management or operation of the
Project.
d, Within 60 days of a reasonable request by the Board, Grantee will provide the Board with
adequate records reflecting the operating and maintenance costs of the Project and provide the
Board with such other information concerning the use of the Project by the public and the impact
of the Project.
C. The Grantee's administrative staff shall present to the Grantee during the Grantee's
annual budget process a request for an appropriation sufficient to meet the financial obligations
of the Grantee presented by this Agreement. The Grantee will use its best efforts to fully
consider such appropriation and the Parties understand that Board is relying upon fair and full
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C. Grantee shall cooperate with the Board or the Board's designee in advance in preparing
public information pieces related to the Project.
d. Grantee shall give the Board the right and opportunity to use information gained from the
Project.
e, Grantee shall give the Board a minimum 30 days' notice of Project grand openings,
dedications,or other events.
f. Grantee shall give timely notice of the Project, its inauguration,significance, and
completion to the local members of the Colorado General Assembly,members of the board of
county commissioners of the county or counties in which the Project is located,as well as to
other appropriate public officials.
g. Grantee shall provide quality digital photographs or printed photographs, if unable to
provide digital photographs(collectively,"Photographs")of the completed Project,with the Final
Report. For the avoidance of doubt, all Photographs taken by Grantee of the Project constitutes a
"work made for hire" pursuant to the U.S. copyright law(17 U.S.C. Section 201(b))Grantee
agrees that all copyrights and other property rights, in the Photographs developed by Grantee in
conjunction with the Project are further owned by LOCO and Grante6 hereby forever and
irrevocably assigns to LOCO,without further consideration,all right,title and interest in such
copyrights and other proprietary rights. Grantee agrees that LOCO, its successors and assigns,
shall have the exclusive right to file copyright applications in the United States and throughout
the world to the Photographs,or any portion thereof, in the name of GO CO. Grantee hereby
agrees that LOCO, its successors and assigns may act as attorney-in-fact to execute any
documents that LOCO deems necessary to record this grant with the United States Copyright
Office or elsewhere. Grantee agrees to execute any and all documents reasonably requested by
LOCO to enforce its rights under this provision.
h. At no time shall Grantee represent in any manner to the public or to any party that it is
affiliated with LOCO or acting on behalf of LOCO.
17. Liability.
a. Grantee shall be responsible for,and to the extent permitted by law(including any
constitutional or statutory limitations on the ability of a governmental entity to provide
indemnification), indemnify,defend and hold harmless the Board, its officers, agents and
employees from any and all liabilities,claims, demands,damages or costs(including reasonable
legal fees)resulting from,growing out of, or in any way connected with or incident to Grantee's
performance of this Agreement. Grantee hereby waives any and all rights to any type of express
or implied indemnity or right of contribution from the State of Colorado, the Board, its members,
officers, agents or employees, for any liability resulting from,growing out of, or in any way
connected with or incident to this Agreement. Grantee acknowledges that Grantee is the owner
of the Project and the Property upon which it is located,or has control of the Project and the
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Doc TO:20150629133734427
F -I
d. the results of GOCO's review of the Progress Report, or the Final Report are not
acceptable to GOCO;
e. the Project will not or cannot be completed by the Completion Date or any extensions
granted thereto or delays in the implementation of the Project have occurred which, in the
Board's judgment, make the.Project impracticable;
f. the Project will not or cannot be completed within the Budget or any approved
modifications,or the total Project cost and/or Grantee's matching funding are reduced;
g. title to or encumbrances against the Property are or become such that Grantee is unable to
comple&the Project, or the Project and/or the Property are or become unavailable for public use.
21. Breach,
a. In the event that Grantee breaches any of the terms,covenants, representations,or
conditions of this Agreement,the Board may elect to enforce any and all remedies available at
law or in equity,including without limitation,any of the following:
i. Prior to payment of Grant.
A. Withdraw the Grant and terminate this Agreement;and,
B. Deny Grantee eligibility for participation in future Board grants, loans or
projects.
i
ii. After payment(partial or full)of Grant:
A. Deny Grantee eligibility for participation in future Board grants, loans or
projects;
B. Seek specific performance of Grantee's obligations under this Agreement;
C. Receive reimbursement in full of disbursement made under the Grant.
b. The foregoing remedies are cumulative and may be exercised independently or in
combination and are not exclusive to one another or to any other remedies available at law or in
equity. In the event GOCO must pursue any remedy hereunder and is the substantially
prevailing party,GOCO shall be awarded its costs and reasonable legal fees, including costs of
collection.
22. Good Faith. There is an obligation of good faith on the part of both parties, including
the obligation to make timely communication of information which may reasonably be believed
to be material to the other party.
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unless made as an amendment to this contract,approved by the Board,and signed by the
parties.
IN WITNESS WHEREOF,the parties by signature below of their authorized representatives
execute this Agreement effective as of 08/07/2015
STATE BOARD OF THE GREAT GRANTEE:
OUTDOORS COLORADO TRUST FUND> Larimer County
By: E-Sig�n//e^^d: 08/0712015/1•2:57.PM NOT By: E41gneil.: '0e/04/2015.11d3 Mt MDT
4fzzfb c,.n. Jeenbra �ew alter c cQc
la9ngeen6ru.g(dgoc9;org galterl®c0.la'rlmer,�o,us
IN 50.246.21B.179 Ipc 129.19.1.10
•6t , �344 Z 91 7
Lise Aangeenbrug Title:chair
Executive Director
*NOTE* Signee should be same individual
authorized to sign grant agreement in
attached resolution(EXHIBIT B)
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The Longview Corridor Trail is the result of years of planning,cooperation and acquisition. With
funding secured,easements in hand and 30%design documents in place this project is as shovel ready as
any project presented.
The need for the proposed trail connections is compelling and urgent. At this time there are no off-street
trail connection between Fort Collins and Loveland,the only opportunity for pedestrian or bicycle
commuting between the two cities is to brave county roads with small shoulders and 45-mile per hour
speed limits.
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