HomeMy WebLinkAboutresolution.council.055-13 RESOLUTION NO. 55, Series of 2013
A RESOLUTION OF THE CITY OF ASPEN, COLORADO, APPROVING GRANT
AGREEMENTS 19438 AND 19439 BETWEEN THE CITY OF ASPEN, COLORADO, AND
THE STATE OF COLORADO DEPARTMENT OF TRANSPORTATION, TO ACCEPT A
CONGESTION MITIGATION AIR QUALITY (CMAQ) GRANT, AND AUTHORIZING THE
CITY MANAGER TO EXECUTE SAID DOCUMENTS ON BEHALF OF THE CITY OF
ASPEN, COLORADO.
WHEREAS,the City of Aspen seeks to improve air quality by reducing PM-10 pollution; and
WHEREAS,Grant Agreements 19438 and 19439 between the City of Aspen, Colorado and
the State of Colorado, is annexed hereto and made a part thereof;
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ASPEN,COORADO:
That the City Council of the City of Aspen hereby approves Grant Agreements 19438 and 19439
Between the City of Aspen, Colorado, and the State of Colorado Department of Transportation, a
copy of which is annexed hereto and incorporated herein, and does hereby authorize the City
Manager of the City of Aspen to execute said amended Grant Agreements on behalf of the City of
Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 13th day of
May, 2013•
Michael C. Ireland,Mayor
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I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate
copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held on
the day hereinabove s ted.
Kathryn S. Ko , City Clerk
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Routing#CMS:13 HA3 54500;PO:271001846
STATE OF COLORADO
Colorado Department of Transportation
Division of Transportation Development
Congestion Mitigation and Air Quality (CMAQ) Grant Agreement
with
City of Aspen
TABLE OF CONTENTS
1.PARTIES...................................................................................................................................................................1
2.EFFECTIVE DATE AND NOTICE OF NONLIABILITY......................................................................................I
3.RECITALS................................................................................................................................................................2
4.DEFINITIONS...................:......................................................................................................................................2
5.TERM........................................................................................................................................................................3
6.STATEMENT OF WORK........................................................................................................................................3
7.PAYMENTS TO GRANTEE....................................................................................................................................4
8.REPORTING-NOTIFICATI.ON.............................................................................................................................5
9.GRANTEE RECORDS.............................................................................................................................................6
10.CONFIDENTIAL INFORMATION-STATE RECORDS......................................................................................6
11.CONFLICTS OF INTEREST.................................................................................................................................7
12.REPRESENTATIONS AND WARRANTIES.......................................................................................................7
13.INSURANCE..........................................................................................................................................................8
14.BREACH.................................................................................................................................................................9
15.REMEDIES......................................:......................................................................................................................9
16.NOTICES and REPRESENTATIVES.........................................................................................................:........11
17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE.............................................................11
18.GOVERNMENTAL IMMUNITY........................................................................................................................11
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM...................................................................................12
20.GENERAL PROVISIONS....................................................................................................................................12
21.COLORADO SPECIAL PROVISIONS...............................................................................................................15
22.SIGNATURE PAGE.............................................................................................................................................17
EXHIBIT A—SCOPE OF WORK AND BUDGET...................................................................................................18
EXHIBIT B—SUPPLEMENTAL REQUIREMENTS FOR EXHIBIT A.................................................................21
EXHIBIT C—PAYMENTS AND BILLING.............................................................................................................22
EXHIBIT D—PROGRAM REPORTING-NOTIFICATION-MONITORING REQUIREMENTS.........................24
EXHIBIT E—RECORDS(additional provisions)......................................................................................................26
EXHIBIT F—GRANTEE PAYMENT CHECKLIST................................................................................................27
EXHIBIT G—SUPPLEMENTAL FEDERAL PROVISIONS-(FFATA)..................................................................29
EXHIBITH—BILLING FORM.................................................................................................................................34
1.PARTIES
This Grant("Grant")is entered into by and between the City of Aspen("Grantee"),and the STATE OF
COLORADO acting by and through the Colorado Department of Transportation,Division of
Transportation Development("State"or"CDOT").Grantee and the State hereby agree to the following
terms and conditions.
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("Effective Date"). Except as provided in Section 7(13)(v),the State shall not be
liable to pay or reimburse Grantee for any performance hereunder,including,but not limited to costs or
expenses incurred,or be bound by any provision hereof prior to the Effective Date.
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3. RECITALS
A. Authority,Appropriation,and Approval
Authority to enter into this Grant exists in CRS §§43-1-106,43-1-110;43-1-117,43-1-224,43-2-101(4)(c),
30-28-105,29-1-203 and funds have been budgeted,appropriated and otherwise made available, 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
Having been awarded this Project under the current Statewide Transportation Improvement Plan(STIP),
Grantee,who is responsible for the Continuing,Comprehensive,and Cooperative(3C)Urban
Transportation Planning Process,desires to enter into a grant with CDOT to develop,implement,and
monitor its Congestion Mitigation and Air Quality("CMAQ")Project for their Carbon Monoxide
Nonattainment Area(s),financed by the use of Congestion Mitigation and Air Quality funds in accordance
with FHWA and State policies.
CDOT desires to enter into this Grant for such Services from Grantee by obtaining federal financial
assistance for congestion mitigation and air quality programs through FHWA,provided that the project is
performed in accordance with the terms and conditions contained in this Grant and in accordance with
applicable federal laws and regulations.
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. CMAQ
"CMAQ"means Congestion Mitigation and Air Quality.
C. Evaluation
"Evaluation"means the process of examining Grantee's Work and rating it based on criteria established in
§6 and§19.
D. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein:Exhibit A(Scope of Work and
Budget),Exhibit B(Supplemental Requirements for Exhibit A), Exhibit C(Payment and Billing),Exhibit
D(Program Reporting-Notification-Monitoring Requirements),Exhibit E (Records-Additional
Provisions),Exhibit F(Grantee Payment Checklist),Exhibit G (Supplemental Federal Provisions-
FFATA),and Exhibit H(Billing Form).
E. Federal Funds
"Federal Funds"means the funds provided by the Federal Highway Administration("FHWA")and the Federal
Transit Administration("FTA")to fund performance of the Work.
F. Goods
"Goods"means tangible material acquired,produced,or delivered by Grantee either separately or in
conjunction with the Services Grantee renders hereunder.
G. Grant
"Grant"means this Grant,its terms and conditions,attached exhibits,documents incorporated by reference
under the terms of this Grant,and any future modifying agreements,exhibits, attachments or references
incorporated herein pursuant to Colorado State law,Fiscal Rules,and State Controller Policies.
H. Grant Funds
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"Grant Funds"means available funds payable by the State to Grantee pursuant to this Grant.
I. Local Funds
"Local Funds"means the funds provided by any Grantee to fund performance of the Work.
J. Manual
"Manual"refers to the CDOT Operating Manual for MPO Transportation Planning.
K. Party or Parties
"Party"means the State or Grantee and"Parties"means both the State and Grantee.
L. Products
"Products"means the work produced as a result of the Work for this Grant.
M. Program
"Program"means the Congestion Mitigation and Air Quality Program(CMAQ)grant program that
provides the funding for this Grant.
N. Review
"Review"means examining Grantee's Work to ensure that it is adequate,accurate, correct and in
accordance with the criteria established in§6and Exhibit A.
O. Services
"Services"means the required services to be performed by Grantee pursuant to this Grant.
P. Subgrantee
"Subgrantee"means third-parties, if any,engaged by Grantee to aid in performance of its obligations.
Q.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.
R.Work Product
"Work Product"means the tangible or intangible results of Grantee's Work,including,but not limited to,
software,research,reports,studies,data,photographs,negatives or other finished or unfinished documents,
drawings,models,surveys,maps,materials,or work product of any type,including drafts.
5. TERM
A. Initial Term-Work Commencement
The Parties respective performances under this Grant shall commence on the Effective Date.This Grant
shall terminate after five(5)years of state controller's signature in Section 22,unless sooner terminated or
further extended as specified elsewhere herein.
B. Two Month Extension
The State,at its sole discretion upon written notice to Grantee as provided in§16,may unilaterally extend
the term of this Grant for a period not to exceed two months if the Parties are negotiating a replacement
Grant(and not merely seeking a term extension)at or near the end of any initial term or any extension
thereof. The provisions of this Grant in effect when such notice is given, including,but not limited to
prices,rates,and delivery requirements, shall remain in effect during the two month extension.The two-
month extension shall immediately terminate when and if a replacement Grant is approved and signed by
the Colorado State Controller.
C. Other Modifications to Term
The term may be extended beyond the period specified in Section 5A only by means of an amendment to
this Grant.
6. STATEMENT OF WORK
A. Completion
Grantee shall complete the Work and its other obligations as described in Exhibit A.The State shall not be
liable to compensate Grantee for any Work performed prior to the Effective Date or after the termination of
this Grant.
B. Goods and Services
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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.
D. Federal Laws,Rules and Regulations
If the Grant Funds involve 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. PAYMENTS TO GRANTEE
The State shall,in accordance with the provisions of this §7,pay Grantee in the following amounts and
using the methods set forth below:
A. Maximum Amount
The maximum amount payable under this Grant to Grantee by the State is$41,395.00,as determined by the
State from available funds. Grantee agrees to provide any additional funds required for the successful
completion of the Work.Payments to Grantee are limited to the unpaid obligated balance of the Grant as
set forth in Exhibit A.
GIL Account:451100011 CO Area: 1000 Fund:400 Company Code: 1000 Vendor Number:2000009
Functional Area:3404 Funds Center: R3110-010 I Catalog Federal Domestic Assistance Number(CFDA)20.205
State Fiscal Year:2013 Federal Fiscal Year:20137 Total Encumbered Grant Amount:$41,395.00
Line Item: 10 1 *WBS: 19438.10.50 1 Federal Funds Amount Total:$41,395.00 Local Funds Amount Total:$8,605.00
*The grants and line item WBS numbers maybe replaced without changing the amount of the grant at CDOT's discretion.
B. Payment
i.Advance,Interim and Final Payments
Any advance payment allowed under this Grant shall comply with State Fiscal Rules and be made in
accordance with the provisions of this Grant or such Exhibit.Grantee shall initiate any payment
requests by submitting invoices to the State in the form and manner set forth and approved by the
State.
ii.Interest
The State shall fully pay each invoice within 30 days of receipt thereof if the amount invoiced
represents performance by Grantee previously accepted by the State.Uncontested amounts not paid by
the State within 30 days may,if Grantee so requests,bear interest on the unpaid balance beginning on
the 31 st day at a rate not to exceed one percent per month until paid in full;provided,however,that
interest shall not accrue on unpaid amounts that are subject to a good faith dispute. Grantee shall
invoice the State separately for accrued interest on delinquent amounts.The billing shall reference the
delinquent payment,the number of day's interest to be paid and the interest rate.
iii. Available Funds-Contingency-Termination
The State is prohibited by law from making fiscal commitments beyond the term of the State's current
fiscal year.Therefore,Grantee's compensation is contingent upon the continuing availability of State
appropriations as provided in the Colorado Special Provisions, set forth below.If federal funds are
used with this Grant in whole or in part,the State's performance hereunder is contingent upon the
continuing availability of such funds.Payments pursuant to this Grant shall be made only from
available funds encumbered for this Grant and the State's liability for such payments shall be limited
to the amount remaining of such encumbered funds. If State or federal funds are not appropriated, or
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otherwise become unavailable to fund this Grant,the State may immediately terminate this Grant in
whole or in part without further liability in accordance with the provisions herein.
iv. Erroneous Payments
At the State's sole discretion,payments made to Grantee in error for any reason, including,but not
limited to overpayments or improper payments,and unexpended or excess funds received by Grantee,
may be recovered from Grantee by deduction from subsequent payments under this Grant or other
Grants,grants or agreements between the State and Grantee or by other appropriate methods and
collected as a debt due to the State. Such funds shall not be paid to any person or entity other than the
State.
v. Retroactive Payments
The State shall pay Grantee for costs or expenses incurred or performance by the Grantee prior to the
Effective Date,only if(1)the Grant Funds involve federal funding and(2)federal laws,rules and
regulations applicable to the Work provide for such retroactive payments to the Grantee.Any such
retroactive payments shall comply with State Fiscal Rules and be made in accordance with the
_provisions of this Grant or such Exhibit. Grantee shall initiate any payment requests by submitting-
invoices to the State in the form and manner set forth and approved by the State.
C. Use of Funds
Grant Funds shall be used only for eligible costs identified herein and/or in the Budget. Grantee may adjust
budgeted expenditure amounts up to 10%between activities of said Budget without approval of the State.
Budget adjustments to activities 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 A will be issued by the State with any such adjustment.Adjustments in excess of 24.99%for any
activity shall be authorized by the State in an amendment to this Grant which may also require an
amendment to Exhibit A.Budget adjustments shall not increase the State's total consideration beyond the
maximum amount shown herein without an amendment to this Grant.
D.Local Funds
Grantee shall provide Local Funds as provided in Exhibit A.Payments to Grantee of Grant Funds will be
made for Project expenditures reported by Grantee and submitted to and accepted by the State for payment
based on the ratio of Federal Funds and Local Funds as shown in Exhibit A,which Grantee has submitted.
to the State.
E.Payment Compliance
All Grant reimbursements shall comply with Title 49 Part 18 of the Uniform Administrative Requirements
for Grants and Cooperative Agreements to State and Local Governments.Additionally, Grantee shall only
be reimbursed for costs allowable under 2 CFR Part 125,Appendix A.
8.REPORTING-NOTIFICATION
Reports,Evaluations,and Reviews required under this §8 shall be in accordance with the procedures of and
in such form as prescribed by the State and in accordance with §19, if applicable.
A. Performance,Progress,Personnel,and Funds
Grantee shall submit a report to the State upon expiration or sooner termination of this Grant,containing an
Evaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder. In
addition,Grantee shall comply with all reporting requirements,if any,set forth in the Manual and/or
Exhibit D. - - -
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. Noncompliance
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Grantee's failure to provide reports and notify the State in a timely manner in accordance with this§8 may
result in the delay of payment of funds and/or termination as provided under this Grant.
D. Subgrants
Copies of any and all subgrants entered into by Grantee to perform its obligations hereunder shall be
submitted to the State or its principal representative upon request by the State.Any and all subgrants
entered into by Grantee related to its performance hereunder shall comply with all applicable federal and
State laws and shall provide that such subgrants be governed by the laws of the State of Colorado.
9. GRANTEE RECORDS
Grantee shall make,keep,maintain and allow inspection and monitoring of the following records:
A. Maintenance
Grantee shall make,keep,maintain,and allow inspection and monitoring by the State of a complete file of
all records,documents,communications,notes and other written materials,electronic media files,and
communications,pertaining in any manner to the Work or the delivery of Services(including,but not
limited to the operation of programs)or Goods hereunder.Grantee shall maintain such records until the
last to occur of the following: (i)a period of three years after the date this Grant is completed or terminated,
or(ii)final payment is made hereunder,whichever is later,or(iii)for such further period as may be
necessary to resolve any pending matters,or(iv)if an audit is occurring,or Grantee has received notice that
an audit is pending,then until such audit has been completed and its findings have been resolved(the
"Record Retention Period").
B. Inspection
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 inequity in lieu of or in conjunction with such corrective measures.
C. Monitoring
Grantee shall permit the State,the federal government,and other governmental agencies having
jurisdiction, in their sole discretion,to monitor all activities conducted by Grantee pursuant to the terms of
this Grant using any reasonable procedure,including,but not limited to: internal evaluation procedures,
examination of program data,special analyses, on-site checking,formal audit examinations,or any other
procedures.All monitoring controlled by the State shall be performed in a manner that shall not unduly
interfere with Grantee's performance hereunder.
D.Final Audit Report
If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this
Grant,Grantee shall submit a copy of the final audit report to the State or its principal representative at the
address specified herein.
10.CONFIDENTIAL INFORMATION-STATE RECORDS
Grantee shall comply with the provisions of this §10 if it becomes privy to confidential information in
connection with its performance hereunder.Confidential information,includes,but is not necessarily
limited to,any State records,personnel records,and information concerning individuals. Such information
shall not include information required to be disclosed pursuant to the Colorado Open Records Act,CRS.
§24-72-101 et seq.
A. Confidentiality
Grantee shall keep all State records and information confidential at all times and to comply with all laws
and regulations concerning confidentiality of information.Any request or demand by a third party for State
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records and information in the possession of Grantee shall be immediately forwarded to the State's
principal representative.
B. Notification
Grantee shall notify its agent,employees, Subgrantees,and assigns who may come into contact with State
records and confidential information that each is subject to the confidentiality requirements set forth herein,
and shall provide each with a written explanation of such requirements before they are permitted to access
such records and information.
C. Use,Security,and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee
or its agents in anyway,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. Grantee shall indemnify,
save,and hold harmless the State, its employees and agents,against any and all claims,damages,liability
and court awards including costs,expenses,and attorney fees and related costs, incurred as a result of any
act or omission by Grantee, or its employees,agents, Subgrantees,or assignees pursuant to this§10.
11. CONFLICTS OF INTEREST
Grantee shall not engage in any business or personal activities or practices or maintain any relationships
which conflict in any way with the full performance of Grantee's obligations hereunder. Grantee
acknowledges that with respect to this Grant,even the appearance of a conflict of interest is harmful to the
State's interests.Absent the State's prior written approval,Grantee shall refrain from any practices,
activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's
obligations to the State hereunder. If a conflict or appearance exists,or if Grantee is uncertain whether a
conflict or the appearance of a conflict of interest exists,Grantee shall submit to the State a disclosure
statement setting forth the relevant details for the State's consideration.Failure to promptly submit a
disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach
of this Grant.
12. REPRESENTATIONS AND WARRANTIES
Grantee makes the following specific representations and warranties,each of which was relied on by the
State in entering into this Grant.
A. Standard and Manner of Performance
Grantee shall perform its obligations hereunder in accordance with the highest standards of care,skill and
diligence in the industry,trades or profession and in the sequence and manner set forth in this Grant.
B. Legal Authority—Grantee and Grantee's Signatory
Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions
required by its procedures,by-laws, and/or applicable laws to exercise that authority, and to lawfully
authorize its undersigned signatory to execute this Grant,or any part thereof,and to bind Grantee to its
terms.If requested by the State,Grantee shall provide the State with proof of Grantee's authority to enter
into this Grant within 15 days of receiving such request.
C. 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
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obtained and shall maintain any applicable certificate of authority to transact business in the State of ....,
Colorado and has designated a registered agent in Colorado to accept service of process.Any revocation,
withdrawal or non-renewal of licenses,certifications,approvals, insurance,permits or any such similar
requirements necessary for Grantee to properly perform the terms of this Grant shall be deemed to be a
material breach by Grantee and constitute grounds for termination of this Grant.
13. INSURANCE
Grantee and its Subgrantees shall obtain and maintain insurance as specified in this section at all times
during the term of this Grant:All policies evidencing the insurance coverage required hereunder shall be
issued by insurance companies satisfactory to Grantee and the State.
A. Grantee
i. Public Entities
If Grantee is a"public entity"within the meaning of the Colorado Governmental Immunity Act,CRS
§24-10-101,et seq.,as amended(the"GIA"),then Grantee shall maintain at all times during the term
of this Grant such liability insurance,by commercial policy or self-insurance,as is necessary to meet
its liabilities under the GIA. Grantee shall show proof of such insurance satisfactory to the State,if
requested by the State. Grantee shall require each Grant with Subgrantees that are public entities,
providing Goods or Services hereunder,to include the insurance requirements necessary to meet
Subgrantee's liabilities under the GIA.
ii.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§13(B)with respect to Subgrantees that are not"public entities".
B. Grantee and Subgrantees
Grantee shall require each Grant with Subgrantees,other than those that are public entities,providing
Goods or Services in connection with this Grant,to include insurance requirements substantially similar to
the following:
i.Worker's Compensation
Worker's Compensation Insurance as required by State statute,and Employer's Liability Insurance
covering all of Grantee and Subgrantee employees acting within the course and scope of their
employment.
ii. General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or
equivalent,covering premises operations, fire damage,independent contractors,products and
completed operations,blanket contractual liability,personal injury,and advertising liability with
minimum limits as follows:(a)$1,000,000 each occurrence;(b)$1,000,000 general aggregate;(c)
$1,000,000 products and completed operations aggregate;and(d)$50,000 any one fire.
iii. Automobile Liability
If Grantee or Subgrantee is using a vehicle to perform the Work described in Exhibit A,automobile
Liability Insurance is required covering any auto(including owned,hired and non-owned autos)with a
minimum limit of$1,000,000 each accident combined single limit.
iv.Additional Insured
Grantee and the State shall be named as additional insured on the Commercial General Liability
Insurance policy(leases and construction Grants require additional insured coverage for completed
operations on endorsements CG 2010 11/85,CG 2037,or equivalent).
v. Primacy of Coverage
Coverage required of Grantee and Subgrantees shall be primary over any insurance or self-insurance
program carried by Grantee or the State.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-renewal without
at least 45 days prior notice to the Grantee and Grantee shall forward such notice to the State in
accordance with§16(Notices and Representatives)within seven days of Grantee's receipt of such
notice.
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vii. Subrogation Waiver
All insurance policies in any way related to this Grant and secured and maintained by Grantee or its
Subgrantees as required herein shall include clauses stating that each carrier shall waive all rights of
recovery,under subrogation or otherwise, against Grantee or the State,its agencies, institutions,
organizations,officers,agents,employees,and volunteers.
C. Certificates
Grantee and all Subgrantees shall provide certificates showing insurance coverage required hereunder to
the State within seven business days of the Effective Date of this Grant.No later than 15 days prior to the
expiration date of any such coverage,Grantee and each Subgrantee shall deliver to the State or Grantee
certificates of insurance evidencing renewals thereof. In addition,upon request by the State at any other
time during the term of this Grant or any subgrant,Grantee and each Subgrantee shall,within 10 days of
such request,supply to the State evidence satisfactory to the State of compliance with the provisions of this
§13.
14. BREACH
A. Defined
In addition to any breaches specified in other sections of this Grant,the failure of either Party to perform
any of its material obligations hereunder,in whole or in part or in a timely or satisfactory manner,
constitutes a breach.The institution of proceedings under any bankruptcy,insolvency,reorganization or
similar law,by or against Grantee,or the appointment of a receiver or similar officer for Grantee or any of
its property,which is not vacated or fully stayed within 20 days after the institution or occurrence thereof,
shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach,notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in§16.If such breach is not cured within 30 days of receipt of written notice,or if a
cure cannot be completed within 30 days,or if cure of the breach has not begun within 30 days and pursued
with due diligence,the State may exercise any of the remedies set forth in§15.Notwithstanding anything
to the contrary herein,the State,in its sole discretion,need not provide advance notice or a cure period and
may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety
or to prevent immediate public crisis.
15. REMEDIES
If Grantee is in breach under any provision of this Grant,the State shall have all of the remedies listed in this
§15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period
set forth in §14(13)provided that the State may terminate pursuant to §15(13)without a breach.The State may
exercise any or all of the remedies available to it,in its sole discretion,concurrently or consecutively.
a) Termination for Cause and/or Breach
If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure
its completion in accordance with the provisions of this Grant and in a timely manner,the State may
notify Grantee of such non-performance in accordance with the provisions herein. If Grantee thereafter
fails to promptly cure such non-performance within the cure period,the State,at its option,may
terminate this entire Grant or such part of this Grant as to which there has been delay or a failure to
properly perform.Exercise by the State of this right shall not be deemed a breach of its obligations
hereunder.Grantee shall continue performance of this Grant to the extent not terminated, if any.
i. Obligations and Rights
To the extent specified in any termination notice,Grantee shall not incur further obligations or
render further performance hereunder past the effective date of such notice,and shall
terminate outstanding orders and subcontracts with third parties.However,Grantee shall
complete and deliver to the State all Work, Services and Goods not cancelled by the
termination notice and may incur obligations as are necessary to do so within this Grant's
terms.At the sole discretion of the State, Grantee shall assign to the State all of Grantee's
right,title,and interest under such terminated orders or subgrants.Upon termination,Grantee
shall take timely,reasonable and necessary action to protect and preserve property in the
Page 9 of 34
possession of Grantee in which the State has an interest.All materials owned by the State in
the possession of Grantee shall be immediately returned to the State.All Work Product,at the
option of the State,shall be delivered by Grantee to the State and shall become the State's
property.
ii. Payments
The State shall reimburse Grantee only for accepted performance up to the date of
termination.If,after termination by the State,it is determined that Grantee was not in breach
or that Grantee's action or inaction was excusable,such termination shall be treated as a
termination in the public interest and the rights and obligations of the Parties shall be the same
as if this Grant had been terminated in the public interest,as described herein.
iii. Damages and Withholding
Notwithstanding any other remedial action by the State,Grantee also shall remain liable to the
State for any damages sustained by the State by virtue of any breach under this Grant by
Grantee and the State may withhold any payment to Grantee for the purpose of mitigating the
State's damages,until such time as the exact amount of damages due to the State from
Grantee is determined.The State may withhold any amount that may be due to Grantee as the
State deems necessary to protect the State,including loss as a result of outstanding liens or
claims of former lien holders,or to reimburse the State for the excess costs incurred in
procuring similar goods or services.Grantee shall be liable for excess costs incurred by the
State in procuring from third parties replacement Work,Services or substitute Goods as cover.
b) Early Termination in the Public Interest
The State is entering into this Grant for the purpose of carrying out the public policy of the State of
Colorado,as determined by its Governor,General Assembly,and/or courts. If this Grant ceases to
further the public policy of the State,the State,in its sole discretion,may terminate this Grant in whole
or in part.Exercise by the State of this right shall not constitute a breach of the State's obligations
hereunder.This subsection shall not apply to a termination of this Grant by the State for cause or
breach by Grantee,which shall be governed by§15(A)or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify Grantee of such termination in accordance with§16.The notice shall
specify the effective date of the termination and whether it affects all or a portion of this
Grant.
ii.Obligations and Rights
Upon receipt of a termination notice, Grantee shall be subject to and comply with the same
obligations and rights set forth in§15(A)(i).
iii.Payments
If this Grant is terminated by the State pursuant to this§15(B),Grantee shall be paid an
amount which bears the same ratio to the total reimbursement under this Grant as the Services
satisfactorily performed bear to the total Services covered by this Grant, less payments
previously made.Additionally,if this Grant is less than 60%completed,the State may
reimburse Grantee for a portion of actual out-of-pocket expenses(not otherwise reimbursed
under this Grant)incurred by Grantee which are directly attributable to the uncompleted
portion of Grantee's obligations hereunder;provided that the sum of any and all
reimbursement shall not exceed the maximum amount payable to Grantee hereunder.
c) Remedies Not Involving Termination
The State, in its sole discretion,may exercise one or more of the following remedies in addition to
other remedies available to it:
i. Suspend Performance
Suspend Grantee's performance with respect to all or any portion of this Grant pending
necessary corrective action as specified by the State without entitling Grantee to an
adjustment in price/cost or performance schedule.Grantee shall promptly cease performance
and incurring costs in accordance with the State's directive and the State shall not be liable for .,.
costs incurred by Grantee after the suspension of performance under this provision.
Page 10 of 34
ii.Withhold Payment
Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily
made and completed.
iii.Deny Payment
Deny payment for those obligations not performed,that due to Grantee's actions or inactions,
cannot be performed or,if performed,would be of no value to the State;provided,that any
denial of payment shall be reasonably related to the value to the State of the obligations not
performed.
iv.Removal
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.
16. NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party.All notices
required to be given hereunder shall be hand delivered with receipt required or sent by certified or
registered mail to such 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:
Roland Wagner
CDOT Region 3
202 Centennial
Glenwood Springs, CO 81601
(970)945-8187
B. Grantee:
Lynn Rumbau h
City of Aspen
130 South Galena
Aspen,CO 81611
970 920-5038
17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE
Grantee agrees to provide to FHWA and the State a royalty-free,non-exclusive and irrevocable license to
reproduce publish or otherwise use and to authorize others to use the Work Product described herein, for
the Federal Government and CDOT purposes.All Work Product shall be delivered to the State by Grantee
upon completion or termination hereof.
18. GOVERNMENTAL IMMUNITY
Notwithstanding any other provision to the contrary,nothing herein shall constitute a waiver, express or
implied,of any of the immunities,rights,benefits,protection,or other provisions of theGIA,CRS §24-10-
101, et seq.,as amended.Liability for claims for injuries to persons or property arising from the negligence
Page 11 of 34
of the State of Colorado,its departments,institutions,agencies,boards,officials,and employees is
controlled and limited by the provisions of the GIA and the risk management statutes,CRS §24-30-1501, et
seq.,as amended.
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Grantee under this Grant is$100,000 or greater,either on the Effective
Date or at anytime thereafter,this§19 applies.
Grantee agrees to be governed, and to abide,by the provisions of CRS §24-102-205, §24-102-206, §24-
103-601, §24-103.5-101 and.§24-105-102 concerning the monitoring of vendor performance on state
Grants and inclusion of Grant performance information in a statewide Contract Management System.
Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and
conditions of this Grant, State law,including CRS §24-103.5-101,and State Fiscal Rules,Policies and
Guidance.Evaluation and Review of Grantee's performance shall be part of the normal Grant
administration process and Grantee's performance will be systematically recorded in the statewide Contract
Management System.Areas of Evaluation and Review shall include,but shall not be limited to quality,
cost and timeliness. Collection of information relevant to the performance of Grantee's obligations under
this Grant shall be determined by the specific requirements of such obligations and shall include factors
tailored to match the requirements of 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.
20.GENERAL PROVISIONS
A.Assignment and Subgrants
Grantee's rights and obligations hereunder are personal and may not be transferred, assigned or subgranted
without the prior,written consent of the State.Any attempt at assignment,transfer,or subgranting without
such consent shall be void.All assignments,subgrants,or Subgrantees approved by Grantee or the State are
subject to all of the provisions hereof.Grantee shall be solely responsible for all aspects of subgranting
arrangements and performance,which shall include monitoring the Work of Subgrantees.
B. Binding Effect
Except as otherwise provided in§20(A),all provisions herein contained,including the benefits and
burdens, shall extend to and be binding upon the Parties' respective heirs,legal representatives,successors,
and assigns.
C. Captions
The captions and headings in this Grant are for convenience of reference only,and shall not be used to
interpret,define,or limit its provisions.
D. Counterparts
This Grant may be executed in multiple identical original counterparts, all of which shall constitute one
agreement.
E. Entire Understanding
Page 12 of 34
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.
ii. By Operation of Law
This Grant is subject to such modifications as may be required by changes in federal or Colorado State
law,or their implementing regulations.Any such required modification automatically shall be
incorporated into and be part of this Grant on the effective date of such change, as if fully set forth
herein.
I. Order of Precedence
The provisions of this Grant shall govern the relationship of the Parties. In the event of conflicts or
inconsistencies between this Grant and its exhibits and attachments including,but not limited to,those
provided by Grantee,such conflicts or inconsistencies shall be resolved by reference to the documents
in the following order of priority:
i. Exhibit G(Federal Supplemental Provisions),
ii. Federal laws and regulations,
iii. Colorado Special Provisions,
iv.The provisions of the main body of this Grant,
v. Exhibit C(Payments and Billing)
vi.Exhibit A(Scope of Work and Budget), and
vii.Additional Exhibits in order as they appear
J. Severability
Provided this Grant can be executed and performance of the obligations of the Parties accomplished within
its intent,the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof.
K. Survival of Certain Grant Terms
Notwithstanding anything herein to the contrary,provisions of this Grant requiring continued performance,
compliance,or effect after termination hereof, shall survive such termination and shall be enforceable by
the State if Grantee fails to perform or comply as required.
L. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32(No. 84-730123K)and from all
State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions
apply when materials are purchased or services rendered to benefit the State;provided however,that certain
political subdivisions(e.g.,City of Denver)may require payment of sales or use taxes even though the
product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State
is prohibited from paying for or reimbursing Grantee for them.
Page 13 of 34
M.Third Party Beneficiaries
Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties,and
not to any third party.Any services or benefits which third parties receive as a result of this Grant are
incidental to the Grant,and do not create any rights for such third parties.
N.Waiver
Waiver of any breach of a term,provision,or requirement of this Grant,or any right or remedy hereunder,
whether explicitly or by lack of enforcement,shall not be construed or deemed as a waiver of any
subsequent breach of such term,provision or requirement,or of any other term,provision,or requirement.
O.CORA Disclosure
To the extent not prohibited by federal law,this Contract and the performance measures and standards
under CRS §24-103.5-101,if any,are subject to public release through the Colorado Open Records Act,
CRS §24-72-101, et seq.
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1,
Page 14 of 34
21. COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all Grants except where noted in italics.
A. CONTROLLER'S APPROVAL.CRS§24-30-202(1)
This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or
designee.
B, FUND AVAILABILITY. CRS§24-30-202(5.5)
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated,budgeted,and otherwise made available.
C. GOVERNMENTAL.IMMUNITY
No term or condition of this Grant shall be construed or interpreted as a waiver,express or implied,of any
of the immunities,rights,benefits,protections,or other provisions,of the Colorado Governmental
Immunity Act, CRS §24-10-101 et seq.,or the Federal Tort Claims Act,28 USC §§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.
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.
Page 15 of 34
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 contracting with the illegal alien within three days
of receiving the notice,and(d)shall comply with reasonable requests made in the course of an
investigation,undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and
Employment.If Grantee participates in the State program,Grantee shall deliver to the granting State
agency,Institution of Higher Education or political subdivision,a written,notarized affirmation,affirming
that Grantee has examined the legal work status of such employee,and shall comply with all of the other
requirements of the State program.If Grantee fails to comply with any requirement of this provision or
CRS §8-17.5-101 et seq.,the granting State agency,,institution of higher education or political subdivision
may terminate this Grant for breach and,if so terminated,Grantee shall be liable for damages.
L. PUBLIC GRANTS WITH NATURAL PERSONS.CRS§24-76.5-101
Grantee,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of
perjury that he or she(a)is a citizen or otherwise lawfully present in the United States pursuant to federal
law,(b)shall comply with the provisions of CRS §24-76.5-101 et seq.,and(c)has produced one form of
identification required by CRS §24-76.5-103 prior to the effective date of this Grant.
SPs Effective 1/1/09
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Page 16 of 34
22. SIGNATURE PAGE
CMS:13 HA3 54500;PO:271001846
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 ASPEN
By: (� w r John W.Hickenlooper,Governor
Print Name of Authorized Individual
Title: r 1� By:Timothy J.Harris,PE,Chief Engineer
I for Donald E.Hunt,Executive Director
Print Tit,,k of Athorized Individual Colorado Department of Transportation
Signatory avers to the State Controller or delegate that Grantee has
*Signature not begun performance or that a Statutory Violation waiver has
been requested under Fiscal Rules
Date: � �
Date:
2nd Grantee Signature if Needed
By: LEGAL REVIEW
Print Name of Authorized Individual John W. Suthers,Attorney General
Title: By:
Signature-Assistant Attorney General
Print Title of Authorized Individual
Date:
*Signature
Date:
ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State grants.This Grant is not valid until signed and dated below by
the State Controller or delegate.Grantee is not authorized to begin performance until such time.If Grantee begins performing
prior thereto,the State of Colorado is not obligated to pay Grantee for such performance or for any goods and/or services
provided hereunder.
STATE CONTROLLER
David J.McDermott,CPA
By:
Colorado Department of Transportation
Date:
Page 17 of 34
EXHIBIT A—SCOPE OF WORK AND BUDGET
Project Title: Aspen FYI CMAQ Web/Software Purchase
Contact Information: Lynn Rumbaugh
Agency Name City of Aspen
Agency Address(include city,state,zip) 130 South Galena,Aspen,CO 81611
Program Manager Phone Number (970)920-5038
Program Manager E mai:
lynn.rumbaugh@citvgfaspen.com
Program Manager Fax Number'; 970-544-9447
This Project is to improve the air quality with the purchase of carpool
tracking software for a commuter services-carpool system for use by the
public.The result of this purchase is to reduce the PM-10 contribution to
Program Overview Summary: the air shed.
Program Overview Details:
Who is your key target audience? Carpool tracking software for a commuter services-carpool system for
use by the public.
Where will your project take place? City of Aspen
What is the general time-frame of your project?
(Le during the school year;on-going FY13
throughout the year,etc.)
Task 1:Purchase of software for a commuter services-carpool
system for use by the public
FYI Funding to purchase tracking software program for a
commuter services-carpool system for use by the public.
What are the key tasks of your project?
Task 2:Report to CDOT
The CMAQ reporter/CDOT will be provided a final
accomplishment report of the software purchased under this
contract for the completed fiscal year.
Page 18 of 34
We can provide the number of commuters who register in our system.
Depending on the vendor selected,other metrics that may be helpful
EvaluatlOn including data on pollution saved,miles saved,dollars saved,etc.
How will you evaluate the effectiveness of
your program?
Partnerships No official partnerships,although we do plan to use the system to provide
information about services offered by other municipalities and transit
Please list any organization that is a pertinent systems. For example,we will link to RFTA's information as well as to
partner with you in this project. transit information for other communities such as Snowmass Village.
Budget Overview Costs
Total Project Cost $50,000.00
CMAQ Federal Funds $41,395.00
Agency Local Match include overmatch $8,605.00
Match Percentage of overall project 17.21%
Budget Details
(Provide a general description and an amount of the expenses you expect to charge to this CMAQ
program)
Salaries list each position,hourly rate and total anticipated hours N/A
Media(do not list specific media outlets,but provide general description such as"multimedia N/A
campaign"or"fall newspaper campaign",etc.
Incentives/Prizes N/A
Equipment $41,395.00
Purchase of 4 hybrid vehicles as listed in the description section.
Production(printing,web development,mailings,etc. N/A
Consultants list any subcontractors by function rather than name N/A
Description
list the main tasks and identify the months you'll be working on them.
1 This is an equipment urchase—go to bid and purchase equipment...close out project
2 Provide requested information for CMAQ Reporter.
Page 19 of 34
SCHEDULE
Task 2013 2014
Month Month
1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 71 8 9 10 11 12
Task 1:
Bid/Purchas_e_s6ftwazg
Issue Close RFP X
Award Contract X
Launch Website X
Task 2:
Re o`rtin
Reimbursement X
Request
Please list any issues regarding your timeframe that may CNG and LNG vehicle purchases are very time sensitive due to
be affected by season,budgeting,etc. (i.e.the project EPA certifications on certain engines. The LNG truck has to be
will be implemented in conjunction with a local built and therefore,the longer the contract process takes place the
convention;or,the project will be implemented during shorter the window for truck orders.
the school year,etc.
*Month"1"begins the month you receive your signed contract and letter to proceed from CDOT.
Page 20 of 34
EXHIBIT B—SUPPLEMENTAL REQUIREMENTS FOR EXHIBIT A
A. Work
Per 23 C.F.R.420.111,GRANTEE shall complete the Work and other obligations as described herein and
Exhibit A.Work performed prior to the Effective Date or after the Termination Date shall not be
considered part of the Work. GRANTEE shall take all reasonable steps to carry out all activities described
and identified in the Scope of Work. The Scope shall include an estimation of anticipated benefits from
each program submitted,a Budget,the activity purpose,objectives,major tasks,timeline of expected
completion,and an Evaluation process to determine the success of each activity stated in the Scope. In
addition,GRANTEE shall be responsible for:
1.) The initial design and implementation of its congestion mitigation and air quality program as
outlined in the current TIP;
2.) Monitoring and Evaluating the program effectiveness;
3.) The promotion of congestion mitigation and air quality program(s)by employers;
4.) Submittal of an annnual report to CDOT; and,
5.) Submitting annual results to CDOT through the CMAQ Reporter.
B.Notice
Grantee shall not commence Work until the date specified by a written notice,which may be electronic,
and shall complete the Work within the period specified in the Grant unless the period or terms thereof are
extended according to this Grant.
C. StafVConsultant Services
GRANTEE shall be responsible to select staff/consultant Services in compliance with all applicable federal
procurement requirements including 23 CFR 172 and 49 CFR Part 18. Any Request for Proposal(RFP)
used by GRANTEE to secure consultant Services must be reviewed by CDOT before GRANTEE releases
the RFP. CDOT shall have 15 calendar days from the date of receiving the RFP in which to return
comments. Responses to CDOT's comments will be provided by GRANTEE within 15 calendar days of
receipt of the comments. GRANTEE shall notify CDOT before executing any contract for consultant
Services which utilizes Grant funding.
D. Scope Amendment
Grantee shall amend Exhibit A in accordance with the terms of this Grant,when:
1.) Reallocating funds between activities in Exhibit A,as permitted pursuant to §7(C); and
2.) Adding or deleting activities listed in Exhibit A to reflect authorized reallocations permitted
pursuant to §7(C).
If any changes to Exhibit A(i)require an increase or decrease to the maximum amount of this Grant, (ii)
change the term of the Grant,or(iii)exceed the 24.99%threshold in§7(C)for any activities,the Parties
must amend this Grant prior to such change being effective.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 21 of 34
EXHIBIT C—PAYMENTS AND BILLING
CDOT shall,in accordance with the provisions of§7,pay Grantee in the amounts and using the methods
set forth below:
1. Limited Availability of Funds
The amount of Federal Funds available to pay for theWork performed by Grantee in any one year is limited
by the amount of the allocated funds,made available through 23 USC§ 104(b)(3)and(f)as amended, and
49 USC 5303 as amended.
2. Additional Funds Use
CMAQ Federal Funds shall be used only to reimburse Grantee for eligible allowable costs incurred and
Grantee shall be solely responsible for all costs incurred that are either not allowable or which exceed the
funds available in the Grant as identified herein and/or in the Exhibit A.
3. Invoices
A complete invoice will include the applicable items in Exhibit F—Grantee Payment Checklist 01/19/2011.
4. Billing,Reimbursement,and Allowable Costs
A. Reimbursement
The Parties hereto expressly recognize that the Grantee is to be paid,reimbursed,or otherwise
compensated with funds provided to CDOT by the U.S.Department of Transportation for the purpose
of completing the Work and therefore,the Grantee expressly understands and agrees that all its rights,
demands,and claims to compensation arising under this Grant are contingent upon receipt of such
funds by CDOT.
B.Allowable Costs
CDOT shall not be obligated to use State funds under this Grant.CDOT's use of Federal Funds shall
be to reimburse Grantee for allowable costs incurred by Grantee,as defined in this Grant. Grantee
shall be solely responsible for all costs incurred which are either not allowable or which exceed the
funds available in the Grant.
C.Allowable and indirect costs
Allowable and indirect costs may include but are not limited to those listed in 2 CFR 225,2 CFR 220,
2 CFR 230,49 CFR Part 18, or State Fiscal Rule 2-7: "Official Functions and Training
Functions,"whichever may apply.However,such costs shall be limited to those costs determined by
the CDOT as necessary to directly carry out the Work for this Grant.In determining the amount of
allowable costs, CDOT will exclude:
a) Any costs incurred by the Grantee before the execution of the Grant.
b) Any costs incurred by the Grantee that are not included in Exhibit A.
c) Any cost incurred by the Grantee after the termination date of this Grant as amended.
d) Memberships,subscriptions,and professional activities,which do not meet the following
requirements:
(1).Costs of membership in civic and community,social organizations are
allowable as a direct cost with the approval of the federal-awarding
agency;
(2).Costs of subscriptions to business,professional,and technical
periodicals;
(3).Costs of meetings,conferences,and conventions where the primary
purpose is the dissemination of technical information, including meals,
transportation,rental of meeting facilities,and other incidental costs;
or
(4).Costs of memberships in business,technical,and professional
organizations.However, costs of membership in organizations
substantially engaged in lobbying are not allowed and thus
unallowable.
e) Official Function Expenditures(as defined by Rule 2-7 of the Colorado State Fiscal
Rules),which do not qualify as a meeting,conference,meal or other function that is
Page 22 of 34
hosted by the MPO or Grantee staff and attended by guests and/or other MPO or
Grantee personnel,and held for official MPO or Grantee business.Expenditures
incurred for official functions shall be approved by the responsible MPO or Grantee
official.
D. Disallow Costs
CDOT has the right to disallow any costs incurred by the Grantee,which are not consistent with this
Grant,or on any activity not in compliance with the authorized Work.
E.Reimbursement Waiver
Grantee agrees that reimbursement of any cost under this Grant does not constitute a final CDOT
decision about the allowability of the costs and does not constitute a waiver of any violation by Grantee
of the terms of this Grant.
F. Certification
Upon submitting request for reimbursement,the designated representative of the Grantee has certified
that:
a) The costs are allowable,and therefore reimburseable;
b) The expenditure amount for that time period is correct;
c) The agreed upon Work has been performed and/or Work Product has been produced;
d) All Requests for Proposals and/or Requests for Qualifications have been forwarded to
CDOT for review and comment;and
e) Reimbursements are being requested in accordance with the terms of this Grant.
G. Expenditures
Along with the form requesting reimbursement,the Grantee shall include expenditures of Federal
Funds for Work.The information shall contain:
i. Budgeted amount;
ii. Expenditures for current billing cycle and year-to-date;
iii.Unexpended balance after current cycle;
iv.Percent expended year-to-date;and
v. Copies of Subcontractors invoices,if applicable based on agency tier.
H. Invoice
CDOT shall pay the Grantee's voucher for expenditures incurred in performance of Work,up to the
maximum amount described in§7,and elsewhere in this Grant, subject to conditions specified herein,
within 30 days of receipt.
1. Documentation
The Grantee shall include documentation of expenses of Federal Funds for CMAQ Work. Such
information shall include but not be limited to the items listed in this Exhibit and Exhibit F of this
Grant as proof of documentation.For purposes of this Grant,a copy of each required invoice shall be
forwarded to the Division of Transportation Development-Business Office,along with a notice to the
Program Manager that the invoice has been sent to the Division of Transportation Development-
Business Office c/o Business Manager at:
4201 Arkansas Ave.,Shumate Building,Denver,CO 80222
I Reimbursement Method and Time
Grantee shall request reimbursement from CDOT for the eligible allowable cost of CMAQ funds for
eligible Work,and other costs as described in section 8 of this Grant,incurred during the grant fiscal
Year within the limits of this Grant in compliance with federal and State law and other applicable
regulations.Reimbursement requests shall be submitted by the Grantee to CDOT monthly,or
quarterly,and will be reimbursed based on the ratio between Local Funds and Federal Funds in
Exhibit A,which shall not exeed the totals in Section§7(A)of this Grant.
K Tier Classification
The Grantee will provide documentation of claimed expenses with each reimbursement request as
appropriate for their assigned tier classification.
Page 23 of 34
�7 ,
EXHIBIT D—PROGRAM REPORTING-NOTIFICATION-MONITORING REQUIREMENTS
Reports,Evaluations,and Reviews required under Sections 8 and 9 and this Exhibit,shall be in
accordance with the procedures as prescribed by the CMAQ guidance and the State.
A. Annual Report-CMAQ Reporter
Grantee shall be responsible to coordinate with its MPO to submit an annual report using the"CMAQ
Reporter",describing, in detail,the performance of the Work and the extent to which the use of alternative
modes of transportation and/or improvement in air quality were increased during the contract period as a
result of the program. GRANTEE shall be responsible for tracking,gathering,maintaining,and reporting
of CMAQ nonattainment or maintenance area program activities by category,which will include emission
reduction estimates and activity costs.
B. Final Report
Within 30 days after the end of the Program Period,GRANTEE will provide to CDOT a final
accomplishment report of the activities performed under this Contract for the completed fiscal year. It
shall include,but not be limited to:
1.) Final accomplishments by activities; and
2.) Status of uncompleted products;and
3.) Accomplishment of performance measures;and
4.) Actual expenditures for the Program Period
C. Reporting Guidance
Reporting made for the purposes of this Agreement and its activities shall be done in accordance with 23
CFR 420.117,450 and 49 CFR Part 18 and Partl9,and any supporting sections or amendments.The
provisions of this paragraph do not constitute a waiver of legal and administrative appeals available to
GRANTEE or the State.
D.Monitoring
In accordance with 49 CFR Part 18.40 and other applicable standards,-the State will monitor all the
activities conducted by GRANTEE pursuant to the terms of this Agreement to assure that the Scope is
being performed consistent with supporting federal laws and regulations,as amended;to enable the
preparation and submission of appropriate reports that will contain at a minimum:
1.)Comparison of actual performance with established goals during the program and once the program is
complete;
2.)Progress in meeting schedules;
3.)Comparison of budgeted(approved)amounts and actual costs incurred;
4.)Cost variances to budget;
5.)Approved program revisions; and
6.)Other supporting data
E. Performance,Progress,Personnel,and Funds
In responding to these requirements,CDOT will utilize the following steps and procedures to ensure that
assigned responsibilities are carried out:
1.) Monitoring Documents
CDOT will use the current Scope of Work,and supporting documentation, in reviewing the
progress being made by GRANTEE to meet the commitments in this Contract. The Scope of Work
must include all activities,deliverables,and performance measures,and Budgets committed to by
GRANTEE.
2.) Monitoring Meetings
Meetings between Department and GRANTEE representatives will be conducted at CDOT's
discretion for the purpose of reviewing progress,resource allocations,and billings.
Page 24 of 34
3.) Progress and Financial Reports
CDOT will prepare and submit progress and financial reports to the appropriate federal agencies.
F. Noncompliance
Any product that GRANTEE has committed to in the Scope of Work not produced and justification not
provided 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 Agreement. Along with Section 8 of this Grant and in accordance with
49 CFR 18.43,the following steps will be implemented by CDOT:
1.) CDOT representative will meet with GRANTEE representative to discuss performance.
2.) The CDOT representative will report the progress to the CDOT Division of Transportation
Development Director.
3.) The Director will issue a decision as to whether performance is satisfactory or unsatisfactory. If
performance was determined to have been unsatisfactory,CDOT shall determine if a reduction in
allocation is appropriate. GRANTEE will be notified of any decisions made by CDOT.
G. Subgrants
Along with Section 8 of this Grant, Grantee is responsible for monitoring the work activities of
subgrantees.
H.Additional Requirements for Rights in Data,Documents,and Computer Software
Whenever possible,published material shall acknowledge the financial participation of CDOT and/or the
FHWA and other agencies contributing funding to the Work Product.Any published material
acknowledging the contribution of the FHWA shall include the federal disclaimer statement:"FUNDED
BY THE FHWA". Published materials include any non-internal documents,reports,maps,photographs,
computer software, or like materials that are intended to be viewed by those outside of CDOT, and
Grantee.
Patents: In addition to the standard patent rights clauses of 37 C.F.R. §401 et.al,and other applicable laws
and regulations,CDOT, Grantee,and either party's subrecipients are subject to the provisions of 37 CFR
part 401,governing patents and inventions whereby"The subgrantee or Grantee will retain all rights
provided for the State in this clause,and the State will not,as part of the consideration for awarding the
subgrant or contract,obtain rights in the subgrantee's or Grantee's subject inventions."
Page 25 of 34
EXHIBIT E—RECORDS(additional provisions)
GRANTEE shall make,keep,maintain and allow inspection and monitoring of the following records:
A. Maintenance
Grantee and any Subgrantees shall maintain all books,records,and other documentation pertaining to
authorized Work and to completely substantiate all costs incurred and billed to CDOT during the Grant
term and for a period of three(3)years from the date of closure of the project under the terms of this
Contract.These records shall be made available for inspection and audit to CDOT,FHWA,FTA or the
Comptroller General of the United States,and copies thereof shall be furnished,if requested. Grantee shall
include this record keeping/audit requirement in any Subgrant with any Subgrantee employed to perform
Work by expressly requiring the Subgrantee to comply with this requirement.
B. Inspection of Grantee
In accordance with Section 9,the State and FHWA are specifically authorized to review and inspect at all
reasonable times all such records and all technical and financial aspects of theWork. FHWA will arrange
such review and inspections through CDOT. The State reserves the right to inspect the Work at all
reasonable times and places during the term of this Agreement,including any extension period.
C. A-133
In accordance with the provisions of OMB Circular No.A-133: "Audits of States,Local Governments,and
Nonprofit Organizations", all nonfederal entities including state and local government and non-profit
organizations,receiving more than$500,000 from all federal financial assistance funding sources,shall
comply with the audit requirements of A-133 (see also,49 CFR 18.26). Compliance with A-133 is
required in the following manner:
a) If the Sub-Grantee expends less than$500,000 in Federal funds(all federal sources,not just
Highway funds)in its fiscal year then this requirement does not apply.
b) If the Sub-Grantee expends more than$500,000 in Federal funds,but only received federal
Highway funds(Catalog of Federal Domestic Assistance,CFDA 20.205)then a program
specific audit shall be performed. This audit will examine the"financial"procedures and
processes for this program area.
c) If the Sub-Grantee expends more than$500,000 in Federal funds,and the Federal funds are
from multiple sources(FTA,HUD,NPS,etc.)then the Single Audit Act applies,which is an
audit on the entire organization/entity.
d) Single Audit can only be conducted by an independent auditor in accordance with generally
accepted government auditing standards covering financial audits(49 CFR 18.26). An audit is
an allowable direct or indirect cost.
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 CDOT or its principal representative at the
address specified herein.
Page 26 of 34
EXHIBIT F—GRANTEE PAYMENT CHECKLIST
Grantee Payment Checklist 01/19/2011
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.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.
➢ Information to be included on the Invoice from the Grantee
✓ PO Number
✓ WBS
✓ Section/Program Number
✓ Name
✓ Address
✓ Phone Number
✓ Invoice Number
✓ Billing Period
✓ Total Amount of Grant,Previous Grant Balance,Total Eligible Expenses,Federal Share,Local
Fund,New Grant Balance and Total Amount to be Reimbursed to Agency
✓ Signature of Grantee Financial Representative
➢ Copies of invoices from the Grantee Subgrantees(Tier I and some Tier IIs)
✓ Include a copy of the specific document the Subgrantee used to invoice the local agency.The local
agency is responsible for ensuring that the backup matches the invoice and is eligible for
reimbursement.
✓ The CDOT grant manager will review and determine if the local agency expenses are eligible for
reimbursement.
✓ If the local agency pays the Subgrantee a discounted amount,the full amount cannot be reimbursed
to the local agency.The local agency will only be reimbursed up to the actual amount paid to the
local agency's Subgrantee.
✓ Please ensure that all payment vouchers include some notation of when it was paid or approved for
payment.
✓ Invoice(s)should match the check amount.An additional explanation and documentation is required
for any variances.
✓ Estimates, statements and emails are not acceptable in lieu of an invoice copy.
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
be ore CDOT is invoiced by the Grantee.
Page 27 of 34
➢ 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.
✓ CFR 49 part 18 Section 18.20 Standards for Financial Management Systems requires theGrantee 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 local agency 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.
➢ Timesheets(Tier I and some Tier IIs)
• Timesheets should show a breakdown of all hours and 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.If an electronic approval occurs,the supervisors' signature will be required on the
electronic time report submitted for reimbursement..
• Backup documentation for payroll expenses includes the time sheet,an hourly or salary rate and a
payroll ledger indicating total hours,wages,and benefits. If there is sensitive information such as
social security numbers or addresses,please block or delete that information prior to submitting it.
➢ In kind match—If a Grantee 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 funds the in-kind portion of the project must be
included in the project application and scope of work attached to the Grant or purchase order.FTA
does not require pre-approval of in-kind,but FHWA and CDOT does.
• Documentation such as an invoice copy,time sheet, etc.is still required for all in-kind transactions.
The documentation varies depending on the source of the in-kind.
• Expenditure ledger from the local agency must also show the in kind match in their general ledger.
• If the local agency is using in kind match,they also need to attach a drawdown schedule indicating
how much in-kind match was received,the date they received it,how much has been applied to the
current invoice and how much has been carried forward.The carry forward balance for in-kind
expires when the Grant term expires.
• Full documentation will be required on the use of in-kind match,regardless of the Tier held by the
Grantee.
➢ Indirect costs-If a Grantee wishes to use indirect costs,the rate must be approved by CDOT
or other cognizant State Agency prior to applying it to the reimbursements(All Tiers)
✓ If indirect costs are being requested,please submit an approved indirect letter provided by either CDOT or
another State of Colorado agency.The letter must state what indirect costs are allowed,the approved rate and
the time period for the approval.The indirect cost plan must be reconciled annually and an updated letter
submitted each year thereafter.
Page 28 of 34
EXHIBIT G—SUPPLEMENTAL FEDERAL PROVISIONS-(FFATA)
State of Colorado
Supplemental Provisions for
Federally Funded Contracts,Grants,and Purchase Orders
Subject to
The Federal Funding Accountability and Transparency Act of 2006(FFATA),As Amended
As of 10-15-10
The contract,grant,or purchase order to which these Supplemental Provisions are attached has been funded,in
whole or in part,with an Award of Federal funds. In the event of a conflict between the provisions of these
Supplemental Provisions,the Special Provisions,the contract or any attachments or exhibits incorporated into
and made a part of the contract,the provisions of these Supplemental Provisions shall control.
1. Definitions.For the purposes of these Supplemental Provisions,the following terms shall have the
meanings ascribed to them below.
1.1."Award"means an award of Federal financial assistance that a non-Federal Entity receives or
administers in the form of:
1.1.1. Grants;
1.1.2. Contracts;
1.1.3. Cooperative agreements,which do not include cooperative research and development
agreements(CRDA)pursuant to the Federal Technology Transfer Act of 1986,as amended
(15 U.S.C. 3710);
1.1.4. Loans;
1.1.5. Loan Guarantees;
1.1.6. Subsidies;
1.1.7. Insurance;
1.1.8. Food commodities;
1.1.9. Direct appropriations;
1.1.10. Assessed and voluntary contributions; and
1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non-Federal Entities.
Award does not include:
1.1.12. Technical assistance,which provides services in lieu of money;
1.1.13. A transfer of title to Federally-owned property provided in lieu of money;even if the award
is called a grant;
1.1.14. Any award classified for security purposes;or
1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the
American Recovery and Reinvestment Act(ARRA)of 2009(Public Law 111-5).
1.2."Central Contractor Registration(CCR)"means the Federal repository into which an Entity must
enter the information required under the Transparency Act,which may be found at
http://www.bnn jzov/ccr.
1.3."Contract"means the contract to which these Supplemental Provisions are attached and includes all
Award types in §1.1.1 through 1.1.11 above.
1.4."Contractor"means the party or parties to a Contract funded,in whole or in part,with Federal
financial assistance,other than the Prime Recipient,and includes Grantees, Subgrantees,
Subrecipients,and borrowers.For purposes of Transparency Act reporting, Contractor does not
include Vendors.
Page 29 of 34
1.5."Data Universal Numbering System (DUNS)Number"means the nine-digit number established and f
assigned by Dun and Bradstreet,Inc.to uniquely identify a business entity.Dun and Bradstreet's
website may be found at:httv:Hfedaov.dnb.com/webform.
1.6."Entity"means all of the following as defined at 2 CFR part 25, subpart C;
1.6.1. A governmental organization,which is a State,local government,or Indian Tribe;
1.6.2. A foreign public entity;
1.6.3. A domestic or foreign non-profit organization;
1.6.4. A domestic or foreign for-profit organization; and
1.6.5. A Federal agency,but only a Subrecipient under an Award or Subaward to a non-Federal
entity.
1.7."Executive"means an officer,managing partner or any other employee in a management position.
1.8."Federal Award Identification Number(FAIN)"means an Award number assigned by a Federal
agency to a Prime Recipient.
1.9."FFATA"means the Federal Funding Accountability and Transparency Act of 2006(Public Law 109-
282),as amended by §6202 of Public Law 110-252.FFATA,as amended,also is referred to as the
"Transparency Act."
1.10. "Prime Recipient"means a Colorado State agency or institution of higher education that receives an
Award.
1.11. "Subaward"means a legal instrument pursuant to which a Prime Recipient of Award funds awards
all or a portion of such funds to a Subrecipient,in exchange for the Subrecipient's support in the
performance of all or any portion of the substantive project or program for which the Award was
granted.
1.12. "Subrecipient"means a non-Federal Entity(or a Federal agency under an Award or Subaward to a
non-Federal Entity)receiving Federal funds through a Prime Recipient to support the performance of
the Federal project or program for which the Federal funds were awarded.A Subrecipient is subject to
the terms and conditions of the Federal Award to the Prime Recipient, including program compliance
requirements. The term"Subrecipient"includes and may be referred to as Subgrantee.
1.13. "Subrecipient Parent DUNS Number"means the subrecipient parent organization's 9-digit Data
Universal Numbering System(DUNS)number that appears in the subrecipient's Central Contractor
Registration(CCR)profile,if applicable.
1.14. "Supplemental Provisions"means these Supplemental Provisions for Federally Funded Contracts,
Grants,and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of
2006,As Amended,as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institution of higher education.
1.15. "Total Compensation"means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecipient's preceding fiscal year and includes the following:
1.15.1. Salary and bonus;
1.15.2. Awards of stock, stock options,and stock appreciation rights,using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005)
(FAS 123R), Shared Based Payments;
Page 30 of 34
1.15.3. Earnings for services under non-equity incentive plans,not including group life,health,
hospitalization or medical reimbursement plans that do not discriminate in favor of
Executives and are available generally to all salaried employees;
1.15.4. Change in present value of defined benefit and actuarial pension plans;
1.15.5. Above-market earnings on deferred compensation which is not tax-qualified;
1.15.6. Other compensation,if the aggregate value of all such other compensation(e.g.severance,
termination payments,value of life insurance paid on behalf of the employee,perquisites or
property)for the Executive exceeds$10,000.
1.16. "Transparency Act"means the Federal Funding Accountability and Transparency Act of 2006
(Public Law 109-282), as amended by§6202 of Public Law 110-252.The Transparency Act also is
referred to as FFATA.
1.17. "Vendor"means a dealer,distributor,merchant or other seller providing property or services required
for a project or program funded by an Award.A Vendor is not a Prime Recipient or a Subrecipient
and is not subject to the terms and conditions of the Federal award.Program compliance requirements
do not pass through to a Vendor.
2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto,including but not limited to these Supplemental Provisions.Any
revisions to such provisions or regulations shall automatically become a part of these Supplemental
Provisions,without the necessity of either party executing any further instrument. The State of Colorado
may provide written notification to Contractor of such revisions,but such notice shall not be a condition
precedent to the effectiveness of such revisions.
3. Central Contractor Registration(CCR)and Data Universal Numbering System (DUNS)
Requirements.
3.1.CCR. Contractor shall maintain the currency of its information in the CCR until the Contractor submits
the final financial report required under the Award or receives final payment,whichever is later.
Contractor shall review and update the CCR information at least annually after the initial registration,
and more frequently if required by changes in its information.
3.2.DUNS.Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's
information in Dun&Bradstreet,Inc. at least annually after the initial registration,and more
frequently if required by changes in Contractor's information.
4. Total Compensation.Contractor shall include Total Compensation in CCR for each of its five most highly
compensated Executives for the preceding fiscal year if:
4.1.The total Federal funding authorized to date under the Award is$25,000 or more;and
4.2.In the preceding fiscal year,Contractor received:
4.2.1. 80%or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act;and
4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act;and
4.3.The public does not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a)or 15(d)of the Securities Exchange Act of 1934(15 U.S.C.
78m(a),78o(d)or§6104 of the Internal Revenue Code of 1986.
Page 31 of 34
5. Reporting.Contractor shall report data elements to CCR and to the Prime Recipient as required in§7 below
if Contractor is a Subrecipient for the Award pursuant to the Transparency Act.No direct payment shall be
made to Contractor for providing any reports required under these Supplemental Provisions and the cost of
producing such reports shall be included in the Contract price. The reporting requirements in§7 below are
based on guidance from the US Office of Management and Budget(OMB),and as such are subject to
change at any time by OMB.Any such changes shall be automatically incorporated into this Contract and
shall become part of Contractor's obligations under this Contract,as provided in§2 above.The Colorado
Office of the State Controller will provide summaries of revised OMB reporting requirements at
http://www.colorado.p,ov/dpa/dfb/sco/FFATA.htm.
6. Effective Date and Dollar Threshold for Reporting.The effective date of these supplemental provisions
apply to new Awards as of October 1,2010. Reporting requirements in§7 below apply to new Awards as of
October 1,2010, if the initial award is$25,000 or more.If the initial Award is below$25,000 but
subsequent Award modifications result in a total Award of$25,000 or more,the Award is subject to the
reporting requirements as of the date the Award exceeds$25,000.If the initial Award is$25,000 or more,
but funding is subsequently de-obligated such that the total award amount falls below$25,000,the Award
shall continue to be subject to the reporting requirements.
7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient,Contractor shall report as set forth
below.
7.1.To CCR.A Subrecipient shall register in CCR and report the following data elements in CCR for each
Federal Award Identification Number no later than the end of the month following the month in which
the Subaward was made:
7.1.1. Subrecipient DUNS Number;
7.1.2. Subrecipient DUNS Number+4 if more than one electronic funds transfer(EFT)account;
7.1.3. Subrecipient Parent DUNS Number;
7.1.4. Subrecipient's address,including: Street Address,City,State,Country,Zip+4,and
Congressional District;
7.1.5. Subrecipient's top 5 most highly compensated Executives.if the criteria in§4 above are
met;and
7.1.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria
in§4 above met.
7.2.To Prime Recipient.A Subrecipient shall report to its Prime Recipient,upon the effective date of the
Contract,the following data elements:
7.2.1. Subrecipient's DUNS Number as registered in CCR.
7.2.2. Primary Place of Performance Information,including: Street Address,City,State,Country,
Zip code+4,and Congressional District.
8. Exemptions.
8.1.These Supplemental Provisions do not apply to an individual who receives an Award as a natural
person,unrelated to any business or non-profit organization he or she may own or operate in his or her
name.
8.2.A Contractor with gross income from all sources of less than$300,000 in the previous tax year is
exempt from the requirements to report Subawards and the Total Compensation of its most highly
compensated Executives.
8.3.Effective October 1,2010,"Award"currently means a grant,cooperative agreement,or other
arrangement as defined in Section 1.1 of these Special Provisions.On future dates"Award"may
include other items to be specified by OMB in policy memoranda available at the OMB Web site;
Award also will include other types of Awards subject to the Transparency Act.
8.4.There are no Transparency Act reporting requirements for Vendors.
Page 32 of 34
9. Event of Default.Failure to comply with these Supplemental Provisions shall constitute an event of default
under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if
the default remains uncured five calendar days following the termination of the 30 day notice period. This
remedy will be in addition to any other remedy available to the State of Colorado under the Contract,at law
or in equity.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 33 of 34
EXHIBIT H—BILLING FORM
COLORADO DEPARTMENT OF TRANSPORTATION-Division of Transportation Development
Contractor/Agency Name: Invoice Number:
Contract Number: Invoice Date:
Contract Effective Date: Coutractor/Vendor Contact Person:
Contract Billing Period: Contractor/Vendor Contact Phone
Number:
Transaction Date Check Tracking Number Payee Name Amount Service/Good Received
Total
Less Local Match Remit to:
Total Reimbursement Request
Value of Contract(Original+Any Amendments):
Billed Prior to This Invoice:
Current Invoice Amount:
Balance of Contract After Invoice:
certify that the goods and/or services included in this invoice were true and necessary expenses to accomplish the goals of the contract:
By: Date:
Contractor/Vendor
Approved By: Date
CDOT
Page 34 of 34
-Routing#CMS:13 HA3 54499;PO:271001845
STATE OF COLORADO
Colorado Department of Transportation
Division of Transportation Development
Congestion Mitigation and Air Quality (CMAQ) Grant Agreement
with
City of Aspen
TABLE OF CONTENTS
1.PARTIES....................................................................................................................................................:..............1
2.EFFECTIVE DATE AND NOTICE OF NONLIABILITY......................................................................................1
3.RECITALS................................................................................................................................................................2
4.DEFINITIONS..........................................................................................................................................................2
5.TERM........................................................................................................................................................................3
6.STATEMENT OF WORK........................................................................................................................................3
7.PAYMENTS TO GRANTEE....................................................................................................................................4
8.REPORTING-NOTIFICATION.............................................................................................................................5
9.GRANTEE RECORDS.............................................................................................................................................6
10.CONFIDENTIAL INFORMATION-STATE RECORDS......................................................................................6
11.CONFLICTS OF INTEREST.......................:.........................................................................................................7
12.REPRESENTATIONS AND WARRANTIES.......................................................................................................7
13.INSURANCE..........................................................................................................................................................8
14.BREACH.................................................................................................................................................................9
15.REMEDIES.............................................................................................................................................................9
16.NOTICES and REPRESENTATIVES..................................................................................................................I 1
17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE.............................................................11
18.GOVERNMENTAL IMMUNITY........................................................................................................................11
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM...................................................................................12
20.GENERAL PROVISIONS....................................................................................................................................12
21.COLORADO SPECIAL PROVISIONS...............................................................................................................15
22. SIGNATURE PAGE.............................................................................................................................................17
EXHIBIT A—SCOPE OF WORK AND BUDGET...................................................................................................18
EXHIBIT B—SUPPLEMENTAL REQUIREMENTS FOR EXHIBIT A.................................................................21
EXHIBIT C—PAYMENTS AND BILLING.............................................................................................................22
EXHIBIT D—PROGRAM REPORTING-NOTIFICATION-MONITORING REQUIREMENTS.........................24
EXHIBIT E—RECORDS(additional provisions).......................................................................................................26
EXHIBIT F—GRANTEE PAYMENT CHECKLIST................................................................................................27
EXHIBIT G—SUPPLEMENTAL FEDERAL PROVISIONS-(FFATA)..................................................................29
EXHIBITH—BILLING FORM.................................................................................................................................34
1.PARTIES
This Grant("Grant')is entered into by and between the City of Aspen("Grantee"),and the STATE OF
COLORADO acting by and through the Colorado Department of Transportation,Division of
Transportation Development("State"or"CDOT").Grantee and the State hereby agree to the following
terms and conditions.
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("Effective Date").Except as provided in Section 7(13)(v),the State shall not be
liable to pay or reimburse Grantee for any performance hereunder,including, but not limited to costs or
expenses incurred,or be bound by any provision hereof prior to the Effective Date.
Pagel of 34
3. RECITALS
A. Authority,Appropriation,and Approval
Authority to enter into this Grant exists in CRS §§43-1-106,43-1-110;43-1-117,43-1-224,43-2-101(4)(c),
30-28-105,29-1-203 and funds have been budgeted,appropriated and otherwise made available,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
Having been awarded this Project under the current Statewide Transportation Improvement Plan(STIP),
Grantee,who is responsible for the Continuing,Comprehensive, and Cooperative(3C)Urban
Transportation Planning Process,desires to enter into a grant with CDOT to develop,implement, and
monitor its Congestion Mitigation and Air Quality("CMAQ")Project for their Carbon Monoxide
Nonattainment Area(s),financed by the use of Congestion Mitigation and Air Quality funds in accordance
with FHWA and State policies.
CDOT desires to enter into this Grant for such Services from Grantee by obtaining federal financial
assistance for congestion mitigation and air quality programs through FHWA,provided that the project is
performed in accordance with the terms and conditions contained in this Grant and in accordance with
applicable federal laws and regulations.
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. CMAQ
"CMAQ"means Congestion Mitigation and Air Quality.
C. Evaluation
"Evaluation"means the process of examining Grantee's Work and rating it based on criteria established in
§6 and§19.
D. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein: Exhibit A(Scope of Work and
Budget),Exhibit B(Supplemental Requirements for Exhibit A),Exhibit C(Payment and Billing), Exhibit
D(Program Reporting-Notification-Monitoring Requirements), Exhibit E(Records-Additional
Provisions), Exhibit F(Grantee Payment Checklist),Exhibit G(Supplemental Federal Provisions-
FFATA),and Exhibit H(Billing Form).
E. Federal Funds
"Federal Funds"means the funds provided by the Federal Highway Administration("FHWA")and the Federal
Transit Administration("FTA")to fund performance of the Work.
F. Goods
"Goods"means tangible material acquired,produced,or delivered by Grantee either separately or in
conjunction with the Services Grantee renders hereunder.
G. Grant
"Grant"means this Grant, its terms and conditions,attached exhibits,documents incorporated by reference
under the terms of this Grant,and any future modifying,agreements,exhibits,attachments or references
incorporated herein pursuant to Colorado State law,Fiscal Rules,and State Controller Policies.
H. Grant Funds
Page 2 of 34
"Grant Funds"means available funds payable by the State to Grantee pursuant to this Grant.
I. Local Funds
"Local Funds"means the funds provided by any Grantee to fund performance of the Work.
J.Manual
"Manual"refers to the CDOT Operating Manual for MPO Transportation Planning.
K. Party or Parties
"Party"means the State or Grantee and"Parties"means both the State and Grantee.
L. Products
"Products"means the work produced as a result of the Work for this Grant.
M. Program
"Program"means the Congestion Mitigation and Air Quality Program(CMAQ)grant program that
provides the funding for this Grant.
N. Review
"Review"means examining Grantee's Work to ensure that it is adequate,accurate,correct and in
accordance with the criteria established in§band Exhibit A.
O. Services
. "Services"means the required services to be performed by Grantee pursuant to this Grant.
P. Subgrantee
"Subgrantee"means third-parties,if any,engaged by Grantee to aid in performance of its obligations.
Q. 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.
R Work Product
"Work Product"means the tangible or intangible results of Grantee's Work,including,but not limited to,
software,research,reports,studies,data,photographs,negatives or other finished or unfinished documents,
drawings,models,surveys,maps,materials, or work product of any type, including drafts.
5. TERM
A. Initial Term-Work Commencement
The Parties respective performances under this Grant shall commence on the Effective Date.This Grant
shall terminate after five(5)years of state controller's signature in Section 22, unless sooner terminated or
further extended as specified elsewhere herein.
B. Two Month Extension
The State,at its sole discretion upon written notice to Grantee as provided in§16,may unilaterally extend
the term of this Grant for a period not to exceed two months if the Parties are negotiating a replacement
Grant(and not merely seeking a term extension)at or near the end of any initial term or any extension
thereof.The provisions of this Grant in effect when such notice is given, including, but not limited to
prices,rates,and delivery requirements,shall remain in effect during the two month extension.The two-
month extension shall immediately terminate when and if a replacement Grant is approved and signed by
the Colorado State Controller.
C. Other Modifications to Term
The term may be extended beyond the period specified in Section 5A only by means of an amendment to
this Grant.
6. STATEMENT OF WORK
A. Completion
Grantee shall complete the Work and its other obligations as described in Exhibit A.The State shall not be
liable to compensate Grantee for any Work performed prior to the Effective Date or after the termination of
this Grant.
B.Goods and Services
Page 3 of 34
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.
D. Federal Laws,Rules and Regulations
If the Grant Funds involve 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. PAYMENTS TO GRANTEE
The State shall,in accordance with the provisions of this §7,pay Grantee in the following amounts and
using the methods set forth below:
A. Maximum Amount
The maximum amount payable under this Grant to Grantee by the State is $132,464.00,as determined by
the State from available funds. Grantee agrees to provide any additional funds required for the successful
completion of the Work.Payments to Grantee are limited to the unpaid obligated balance of the Grant as
set forth in Exhibit A.
G/L Account:451100011 CO Area: 1000 Fund:400 Company Code: 1000 Vendor Number:2000009
Functional Area:3404 Funds Center: 83110-010 Catalog Federal Domestic Assistance Number(CFDA)20.205
State Fiscal Year:2013 Federal Fiscal Year:2013 Total Encumbered Grant Amount:$132,464.00
Line Item: 10 1 *WBS: 19439.10.50 1 Federal Funds Amount Total:$132,464.00 Local Funds Amount Total:$27,536.00
*The grants and line item WBS numbers may be replaced without changing the amount of the grant at CDOT's discretion. t
B.Payment
i.Advance,Interim and Final Payments
Any advance payment allowed under this Grant shall comply with State Fiscal Rules and be made in
accordance with the provisions of this Grant or such Exhibit. Grantee shall initiate any payment
requests by submitting invoices to the State in the form and manner set forth and approved by the
State.
ii.Interest
The State shall fully pay each invoice within 30 days of receipt thereof if the amount invoiced
represents performance by Grantee previously accepted by the State.Uncontested amounts not paid by
the State within 30 days may, if Grantee so requests,bear interest on the unpaid balance beginning on
the 31 st day at a rate not to exceed one percent per month until paid in full;provided,however,that
interest shall not accrue on unpaid amounts that are subject to a good faith dispute.Grantee shall
invoice the State separately for accrued interest on delinquent amounts.The billing shall reference the
delinquent payment,the number of day's interest to be paid and the interest rate.
iii. Available Funds-Contingency-Termination
The State is prohibited by law from making fiscal commitments beyond the term of the State's current
fiscal year.Therefore,Grantee's compensation is contingent upon the continuing availability of State
appropriations as provided in the Colorado Special Provisions, set forth below. If federal funds are
used with this Grant in whole or in part,.the State's performance hereunder is contingent upon the
continuing availability of such funds.Payments pursuant to this Grant shall be made only from
available funds encumbered for this Grant and the State's liability for such payments shall be limited
to the amount remaining of such encumbered funds.If State or federal funds are not appropriated,or
Page 4 of 34
otherwise become unavailable to fund this Grant,the State may immediately terminate this Grant in
whole or in part without further liability in accordance with the provisions herein.
iv. Erroneous Payments
At the State's sole discretion,payments made to Grantee in error for any reason,including,but not
limited to overpayments or improper payments,and unexpended or excess funds received by Grantee,
may be recovered from Grantee by deduction from subsequent payments under this Grant or other
Grants,grants or agreements between the State and Grantee or by other appropriate methods and
collected as a debt due to the State. Such funds shall not be paid to any person or entity other than the
State.
v. Retroactive Payments
The State shall pay Grantee for costs or expenses incurred or performance by the Grantee prior to the
Effective Date,only if(1)the Grant Funds involve federal funding and(2)federal laws,rules and
regulations applicable to the Work provide for such retroactive payments to the Grantee.Any such
retroactive payments shall comply with State Fiscal Rules and be made in accordance with the
provisions of this Grant or such Exhibit. Grantee shall initiate any payment requests by submitting
invoices to the State in the form and manner set forth and approved by the State.
C. Use of Funds
Grant Funds shall be used only for eligible costs identified herein and/or in the Budget. Grantee may adjust
budgeted expenditure amounts up to 10%between activities of said Budget without approval of the State.
Budget adjustments to activities_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 A will be issued by the State with any such adjustment.Adjustments in excess of 24.99%for any
activity shall be authorized by the State in an amendment to this Grant which may also require an
amendment to Exhibit A.Budget adjustments shall not increase the State's total consideration beyond the
maximum amount shown herein without an amendment to this Grant.
D. Local Funds
Grantee shall provide Local Funds as provided in Exhibit A.Payments to Grantee of Grant Funds will be
made for Project expenditures reported by Grantee and submitted to and accepted by the State for payment
based on the ratio of Federal Funds and Local Funds as shown in Exhibit A,which Grantee has submitted
to the State.
E. Payment Compliance
All Grant reimbursements shall comply with Title 49 Part 18 of the Uniform Administrative Requirements
for Grants and Cooperative Agreements to State and Local Governments.Additionally, Grantee shall only
be reimbursed for costs allowable under 2 CFR Part 125,Appendix A.
8. REPORTING-NOTIFICATION
Reports,Evaluations,and Reviews required under this §8 shall be in accordance with the procedures of and
in such form as prescribed by the State and in accordance with§19, if applicable.
A. Performance,Progress,Personnel,and Funds
Grantee shall submit a report to the State upon expiration or sooner termination of this Grant,containing an
Evaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder.In
addition,Grantee shall comply with all reporting requirements,if any, set forth in the Manual and/or
Exhibit D.
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. Noncompliance
Page 5 of 34
Grantee's failure to provide reports and notify the State in a timely manner in accordance with this§8 may
result in the delay of payment of funds and/or termination as provided under this Grant.
D. Subgrants
Copies of any and all subgrants entered into by Grantee to perform its obligations hereunder shall be
submitted to the State or its principal representative upon request by the State.Any and all subgrants
entered into by Grantee related to its performance hereunder shall comply with all applicable federal and
State laws and shall provide that such subgrants be governed by the laws of the State of Colorado.
9. GRANTEE RECORDS
Grantee shall make,keep,maintain and allow inspection and monitoring of the following records:
A. Maintenance
Grantee shall make,keep,maintain,and allow inspection and monitoring by the State of a complete file of
all records,documents,communications,notes and other written materials,electronic media files,and
communications,pertaining in any manner to the Work or the delivery of Services(including,but not
limited to the operation of programs)or Goods hereunder. Grantee shall maintain such records until the
last to occur of the following: (i)a period of three years after the date this Grant is completed or terminated,.
or(ii)final payment is made hereunder,whichever is later, or(iii)for such further period as may be
necessary to resolve any pending matters,or(iv)if an audit is occurring,or Grantee has received notice that
an audit is pending,then until such audit has been completed and its findings have been resolved(the
"Record Retention Period").
B.Inspection
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 inequity in lieu of or in conjunction with such corrective measures.
C. Monitoring
Grantee shall permit the State,the federal government,and other governmental agencies having
jurisdiction,in their sole discretion,to monitor all activities conducted by Grantee pursuant to the terms of
this Grant using any reasonable procedure,including,but not limited to: internal evaluation procedures,
examination of program data, special analyses,on-site checking,formal audit examinations,or any other
procedures.All monitoring controlled by the State shall be performed in a manner that shall not unduly
interfere with Grantee's performance hereunder.
D. Final Audit Report
If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this
Grant,Grantee shall submit a copy of the final audit report to the State or its principal representative at the
address specified herein.
10. CONFIDENTIAL INFORMATION-STATE RECORDS
Grantee shall comply with the provisions of this§10 if it becomes privy to confidential information in
connection with its performance hereunder.Confidential information,includes,but is not necessarily
limited to,any State records,personnel records,and information concerning individuals. Such information
shall not include information required to be disclosed pursuant to the Colorado Open Records Act,CRS.
§24-72-101 et seq.
A. Confidentiality
Grantee shall keep all State records and information confidential at all times and to comply with all laws
and regulations concerning confidentiality of information.Any request or demand by a third party for State
Page 6 of 34
records and information in the possession of Grantee shall be immediately forwarded to the State's
principal representative.
B.Notification
Grantee shall notify its agent, employees, Subgrantees,and assigns who may come into contact with State
records and confidential information that each is subject to the confidentiality requirements set forth herein,
and shall provide each with a written explanation of such requirements before they are permitted to access
such records and information.
C. Use,Security,and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee
or its agents in anyway,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.Grantee shall indemnify,
save,and hold harmless the State,its employees and agents,against any and all claims,damages,liability
and court awards including costs,expenses,and attorney fees and related costs-,incurred as a result of any
act or omission by Grantee,or its employees,agents, Subgrantees, or assignees pursuant to this §10.
11. CONFLICTS OF INTEREST
Grantee shall not engage in any business or personal activities or practices or maintain any relationships
which conflict in any way with the full performance of Grantee's obligations hereunder. Grantee
acknowledges that with respect to this Grant,even the appearance of a conflict of interest is harmful to the
State's interests.Absent the State's prior written approval,Grantee shall refrain from any practices,
activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's
obligations to the State hereunder. If a conflict or appearance exists,or if Grantee is uncertain whether a
conflict or the appearance of a conflict of interest exists, Grantee shall submit to the State a disclosure
statement setting forth the relevant details for the State's consideration.Failure to promptly submit a
disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach
of this Grant.
12.REPRESENTATIONS AND WARRANTIES
Grantee makes the following specific representations and warranties,each of which was relied on by the
State in entering into this Grant.
A. Standard and Manner of Performance
Grantee shall perform its obligations hereunder in accordance with the highest standards of care,skill and
diligence in the industry,trades or profession and in the sequence and manner set forth in this Grant.
B.Legal Authority—Grantee and Grantee's Signatory
Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions
required by its procedures,by-laws,and/or applicable laws to exercise that authority,and to lawfully
authorize its undersigned signatory to execute this Grant,or any part thereof,and to bind Grantee to its
terms.If requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter
into this Grant within 15 days of receiving such request.
C. 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
Page 7 of 34
obtained and shall maintain any applicable certificate of authority to transact business in the State of
Colorado and has designated a registered agent in Colorado to accept service of process.Any revocation,
withdrawal or non-renewal of licenses,certifications,approvals,insurance,permits or any such similar -
requirements necessary for Grantee to properly perform the terms of this Grant shall be deemed to be a
material breach by Grantee and constitute grounds for termination of this Grant.
13.INSURANCE
Grantee and its Subgrantees shall obtain and maintain insurance as specified in this section at all times
during the term of this Grant:All policies evidencing the insurance coverage required hereunder shall be
issued by insurance companies satisfactory to Grantee and the State.
A. Grantee
i.Public Entities
If Grantee is a"public entity"within the meaning of the Colorado Governmental Immunity Act,CRS
§24-10-101,et seq.,as amended(the"GIA"),then Grantee shall maintain at all times during the term
of this Grant such liability insurance,by commercial policy or self-insurance,as is necessary to meet
its liabilities under the GIA.Grantee shall show proof of such insurance satisfactory to the State,if
requested by the State.Grantee shall require each Grant with Subgrantees that are public entities,
providing Goods or Services hereunder,to include the insurance requirements necessary to meet
Subgrantee's liabilities under the GIA.
ii. 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§13(B)with respect to Subgrantees that are not"public entities".
B.Grantee and Subgrantees
Grantee shall require each Grant with Subgrantees,other than those that are public entities,providing
Goods or Services in connection with this Grant,to include insurance requirements substantially similar to
the following:
i.Worker's Compensation
Worker's Compensation Insurance as required by State statute,and Employer's Liability Insurance
covering all of Grantee and Subgrantee employees acting within the course and scope of their
employment.
fl. General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or
equivalent,covering premises operations,fire damage,independent contractors,products and
completed operations,blanket contractual liability,personal injury,and advertising liability with
minimum limits as follows: (a)$1,000,000 each occurrence;(b)$1,000,000 general aggregate; (c)
$1,000,000 products and completed operations aggregate; and(d)$50,000 any one fire.
iii.Automobile Liability
If Grantee or Subgrantee is using a vehicle to perform the Work described in Exhibit A,automobile
Liability Insurance is required covering any auto(including owned,hired and non-owned autos)with a
minimum limit of$1,000,000 each accident combined single limit.
iv.Additional Insured
Grantee and the State shall be named as additional insured on the Commercial General Liability
Insurance policy(leases and construction Grants require additional insured coverage for completed
operations on endorsements CG 2010 11/85,CG 2037,or equivalent).
v. Primacy of Coverage
Coverage required of Grantee and Subgrantees shall be primary over any insurance or self-insurance
program carried by Grantee or the State.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-renewal without
at least 45 days prior notice to the Grantee and Grantee shall forward such notice to the State in
accordance with§16(Notices and Representatives)within seven days of Grantee's receipt of such
notice.
Page 8 of 34
vii. Subrogation Waiver
All insurance policies in any way related to this Grant and secured and maintained by Grantee or its
Subgrantees as required herein shall include clauses stating that each carrier shall waive all rights of
recovery,under subrogation or otherwise,against Grantee or the State,its agencies, institutions,
organizations,officers,agents,employees,and volunteers.
C. Certificates
Grantee and all Subgrantees shall provide certificates showing insurance coverage required hereunder to
the State within seven business days of the Effective Date of this Grant.No later than 15 days prior to the
expiration date of any such coverage,Grantee and each Subgrantee shall deliver to the State or Grantee
certificates of insurance evidencing renewals thereof. In addition,upon request by the State at any other
time during the term of this Grant or any subgrant,Grantee and each Subgrantee shall,within 10 days of
such request,supply to the State evidence satisfactory to the State of compliance with the provisions of this
§13.
14. BREACH
A. Defined
In addition to any breaches specified in other sections of this Grant,the failure of either Party to perform
any of its material obligations hereunder,in whole or in part or in a timely or satisfactory manner,
constitutes a breach.The institution of proceedings under any bankruptcy,insolvency,reorganization or
similar law,by or against Grantee,or the appointment of a receiver or similar officer for Grantee or any of
its property,which is not vacated or fully stayed within 20 days after the institution or occurrence thereof,
shall also constitute a breach.
B.Notice and Cure Period
In the event of a breach,notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in§16.If such breach is not cured within 30 days of receipt of written notice,or if a
cure cannot be completed within 30 days,or if cure of the breach has not begun within 30 days and pursued
with due diligence,the State may exercise any of the remedies set forth in§15.Notwithstanding anything
to the contrary herein,the State, in its sole discretion,need not provide advance notice or a cure period and
may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety
or to prevent immediate public crisis.
15. REMEDIES
If Grantee is in breach under any provision of this Grant,the State shall have all of the remedies listed in this
§15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period
set forth in§14(13)provided that the State may terminate pursuant to §15(13)without a breach. The State may
exercise any or all of the remedies available to it,in its sole discretion,concurrently or consecutively.
a) Termination for Cause and/or Breach
If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure
its completion in accordance with the provisions of this Grant and in a timely manner,the State may
notify Grantee of such non-performance in accordance with the provisions herein.If Grantee thereafter
fails to promptly cure such non-performance within the cure period,the State,at its option,may
terminate this entire Grant or such part of this Grant as to which there has been delay or a failure to
properly perform.Exercise by the State of this right shall not be deemed a breach of its obligations
hereunder.Grantee shall continue performance of this Grant to the extent not terminated,if any.
i. Obligations and Rights
To the extent specified in any termination notice,Grantee shall not incur further obligations or
render further performance hereunder past the effective date of such notice,and shall
terminate outstanding orders and subcontracts with third parties. However,Grantee shall
complete and deliver to the State all Work, Services and Goods not cancelled by the
termination notice and may incur obligations as are necessary to do so within this Grant's
terms.At the sole discretion of the State,Grantee shall assign to the State all of Grantee's
right,title,and interest under such terminated orders or subgrants. Upon termination,Grantee
shall take timely,reasonable and necessary action to protect and preserve property in the
Page 9 of 34
possession of Grantee in which the State has an interest.All materials owned by the State in
the possession of Grantee shall be immediately returned to the State.All Work Product,at the
option of the State,shall be delivered by Grantee to the State and shall become the State's
property.
ii. Payments
The State shall reimburse Grantee only for accepted performance up to the date of
termination.If, after termination by the State,it is determined that Grantee was not in breach
or that Grantee's action or inaction was excusable,such termination shall be treated as a
termination in the public interest and the rights and obligations of the Parties shall be the same
as if this Grant had been terminated in the public interest,as described herein.
iii. Damages and Withholding
Notwithstanding any other remedial action by the State,Grantee also shall remain liable to the
State for any damages sustained by the State by virtue of any breach under this Grant by
Grantee and the State may withhold any payment to Grantee for the purpose of mitigating the
State's damages,until such time as the exact amount of damages due to the State from
Grantee is determined. The State may withhold any amount that may be due to Grantee as the
State deems necessary to protect the State,including loss as a result of outstanding liens or
claims of former lien holders,or to reimburse the State for the excess costs incurred in
procuring similar goods or services.Grantee shall be liable for excess costs incurred by the
State in procuring from third parties replacement Work, Services or substitute Goods as cover.
b) Early Termination in the Public Interest
The State is entering into this Grant for the purpose of carrying out the public policy of the State of
Colorado,as determined by its Governor,General Assembly,and/or courts.If this Grant ceases to
further the public policy of the State,the State,in its sole discretion,may terminate this Grant in whole
or in part.Exercise by the State of this right shall not constitute a breach of the State's obligations
hereunder.This subsection shall not apply to a termination of this Grant by the State for cause or
breach by Grantee,which shall be governed by§15(A)or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify Grantee of such termination in accordance with§16.The notice shall
specify the effective date of the termination and whether it affects all or a portion of this
Grant.
ii.Obligations and Rights
Upon receipt of a termination notice,Grantee shall be subject to and comply with the same
obligations and rights set forth in§15(A)(i).
iii.Payments
If this Grant is terminated by the State pursuant to this§15(B),Grantee shall be paid an
amount which bears the same ratio to the total reimbursement under this Grant as the Services
satisfactorily performed bear to the total Services covered by this Grant,less payments
previously made.Additionally, if this Grant is less than 60%completed,the State may
reimburse Grantee for a portion of actual out-of-pocket expenses(not otherwise reimbursed
under this Grant)incurred by Grantee which are directly attributable to the uncompleted
portion of Grantee's obligations hereunder;provided that the sum of any and all
reimbursement shall not exceed the maximum amount payable to Grantee hereunder.
c) Remedies Not Involving Termination
The State,in its sole discretion,may exercise one or more of the following remedies in addition to
other remedies available to it:
i. Suspend Performance
Suspend Grantee's performance with respect to all or any portion of this Grant pending
necessary corrective action as specified by the State without entitling Grantee to an
adjustment in price/cost or performance schedule. Grantee shall promptly cease performance
and incurring costs in accordance with the State's directive and the State shall not be liable for
costs incurred by Grantee after the suspension of performance under this provision.
Page 10 of 34
ii.Withhold Payment
Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily
made and completed.
iii.Deny Payment
Deny payment for those obligations not performed,that due to Grantee's actions or inactions,
cannot be performed or,if performed,would be of no value to the State;provided,that any
denial of payment shall be reasonably related to the value to the State of the obligations not
performed.
iv.Removal
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.
16. NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party.All notices
required to be given hereunder shall be hand delivered with receipt required or sent by certified or
registered mail to such 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:
Roland Wagner
CDOT Region 3
202 Centennial
Glenwood Springs,CO 81601
(970)945-8187
B.Grantee:
Lynn Rumbau h
City of Aspen
130 South Galena
Aspen,CO 81611
(970)920-5038
17. RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE
Grantee agrees to provide to FHWA and the State a royalty-free,non-exclusive and irrevocable license to
reproduce publish or otherwise use and to authorize others to use the Work Product described herein,for
the Federal Government and CDOT purposes.All Work Product shall be delivered to the State by Grantee
upon completion or termination hereof.
18. GOVERNMENTAL IMMUNITY
Notwithstanding any other provision to the contrary,nothing herein shall constitute a waiver,express or
implied,of any of the immunities,rights,benefits,protection, or other provisions of theGIA,CRS §24-10-
Page 11 of 34
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 is
controlled and limited by the provisions of the GIA and the risk management statutes,CRS §24-30-1501,et
seq.,as amended.
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Grantee under this Grant is$100,000 or greater, either on the Effective
Date or at anytime thereafter,this§19 applies.
Grantee agrees to be governed,and to abide,by the provisions of CRS §24-102-205, §24-102-206, §24-
103-601, §24-103.5-101 and§24-105-102 concerning the monitoring of vendor performance on state
Grants and inclusion of Grant performance information in a statewide Contract Management System.
Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and
conditions of this Grant, State law,including CRS §24-103.5-101,and State Fiscal Rules,Policies and
Guidance. Evaluation and Review of Grantee's performance shall be part of the normal Grant
administration process and Grantee's performance will be systematically recorded in the statewide Contract
Management System.Areas of Evaluation and Review shall include,but shall not be limited to quality,
cost and timeliness.Collection of information relevant to the performance of Grantee's obligations under
this Grant shall be determined by the specific requirements of such obligations and shall include factors
tailored to match the requirements of 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.
20. GENERAL PROVISIONS
A.Assignment and Subgrants
Grantee's rights and obligations hereunder are personal and may not be transferred,assigned or subgranted
without the prior,written consent of the State.Any attempt at assignment,transfer,or subgranting without
such consent shall be void.All assignments,subgrants,or Subgrantees approved by Grantee or the State are
subject to all of the provisions hereof. Grantee shall be solely responsible for all aspects of subgranting
arrangements and performance,which shall include monitoring the Work of Subgrantees.
B. Binding Effect
Except as otherwise provided in§20(A),all provisions herein contained,including the benefits and
burdens,shall extend to and be binding upon the Parties' respective heirs,legal representatives,successors,
and assigns.
C. Captions
The captions and headings in this Grant are for convenience of reference only, and shall not be used to
interpret, define,or limit its provisions.
D. Counterparts .
This Grant may be executed in multiple identical original counterparts,all of which shall constitute one
agreement.
E. Entire Understanding
Page 12 of 34
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.
ii. By Operation of Law
This Grant is subject to such modifications as may be required by changes in federal or Colorado State
law,or their implementing regulations.Any such required modification automatically shall be
incorporated into and be part of this Grant on the effective date of such change, as if fully set forth
herein..
I. Order of Precedence
The provisions of this Grant shall govern the relationship of the Parties. In the event of conflicts or
inconsistencies between this Grant and its exhibits and attachments including,but not limited to,those
provided by Grantee,such conflicts or inconsistencies shall be resolved by reference to the documents
in the following order of priority:
i.Exhibit G(Federal Supplemental Provisions),
ii.Federal laws and regulations,
iii.Colorado Special Provisions,
iv. The provisions of the main body of this Grant,
v. Exhibit C(Payments and Billing)
vi.Exhibit A(Scope of Work and Budget),and
vii.Additional Exhibits in order as they appear
J. Severability
Provided this Grant can be executed and performance of the obligations of the Parties accomplished within
its intent,the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof.
K. Survival of Certain Grant Terms
Notwithstanding anything herein to the contrary,provisions of this Grant requiring continued performance,
compliance,or effect after termination hereof, shall survive such termination and shall be enforceable by
the State if Grantee fails to perform or comply as required.
L. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32(No. 84-730123K)and from all
State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions
apply when materials are purchased or services rendered to benefit the State;provided however,that certain
political subdivisions(e.g.,City of Denver)may require payment of sales or use taxes even though the
product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State
is prohibited from paying for or reimbursing Grantee for them.
Page 13 of 34
M.Third Party Beneficiaries
Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties,and
not to any third party.Any services or benefits which third parties receive as a result of this Grant are
incidental to the Grant,and do not create any rights for such third parties.
N.Waiver
Waiver of any breach of a term,provision,or requirement of this Grant,or any right or remedy hereunder,
whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any
subsequent breach of such term,provision or requirement, or of any other term,provision,or requirement.
O.CORA Disclosure
To the extent not prohibited by federal law,this Contract and the performance measures and standards
under CRS §24-103.5-101, if any,are subject to public release through the Colorado Open Records Act,
CRS §24-72-101, et seq.
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Page 14 of 34
21. COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all Grants except where noted in italics.
A. CONTROLLER'S APPROVAL.CRS§24-30-202(1)
This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or
designee.
B. FUND AVAILABILITY.CRS§24-30-202(5.5)
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated,budgeted,and otherwise made available.
C. GOVERNMENTAL IMMUNITY
No term or condition of this Grant shall be construed or interpreted as a waiver,express or implied,of any
of the immunities,rights,benefits,protections,or other provisions,of the Colorado Governmental
Immunity Act,CRS §24-10-101 et seq.,or the Federal Tort Claims Act,28 USC §§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.
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.
Page 15 of 34
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 contracting with the illegal alien within three days
of receiving the notice,and(d)shall comply with reasonable requests made in the course of an
investigation,undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and
Employment.If Grantee participates in the State program,Grantee shall deliver to the granting State
agency,Institution of Higher Education or political subdivision,a written,notarized affirmation,affirming
that Grantee has examined the legal work status of such employee,and shall comply with all of the other
requirements of the State program.If Grantee fails to comply with any requirement of this provision or
CRS §8-17.5-101 et seq.,the granting State agency,institution of higher education or political subdivision
may terminate this Grant for breach and,if so terminated,Grantee shall be liable for damages.
L. PUBLIC GRANTS WITH NATURAL PERSONS.CRS§24-76.5-101
Grantee,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of
perjury that he or she(a)is a citizen or otherwise lawfully present in the United States pursuant to federal
law,(b)shall comply with the provisions of CRS §24-76.5-101 et seq.,and(c)has produced one form of
identification required by CRS §24-76.5-103 prior to the effective date of this Grant.
SPs Effective 1/1/09
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Page 16 of 34
22. SIGNATURE PAGE
CMS:13 HA3 54499;PO:271001845
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 ASPEN
By: 1` /�� /_/ '�, w'� John W.Hickenlooper,Governor
Print Name o Authorized Individual
U
Title: 1 By:Timothy J.Harris,PE,Chief Engineer
T -z n for Donald E.Hunt,Executive Director
Print 'tie of thorized Indi idual Colorado Department of Transportation
j � Signatory avers to the State Controller or delegate that Grantee has
*Signature not begun performance or that a Statutory Violation waiver has
Date:
been requested under Fiscal Rules
� � Z�''�
Date:
2nd Grantee Signature if Needed
By: LEGAL REVIEW
John W.Suthers,Attorney General
Print Name of Authorized Individual
Title: By:
Signature-Assistant Attorney General
Print Title of Authorized Individual
Date:
*Signature
Date:
ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State grants.This Grant is not valid until signed and dated below by
the State Controller or delegate.Grantee is not authorized to begin performance until such time.If Grantee begins performing
prior thereto,the State of Colorado is not obligated to pay Grantee for such performance or for any goods and/or services
provided hereunder.
STATE CONTROLLER
David J.McDermott,CPA
By:
Colorado Department of Transportation
Date:
Page 17 of 34
EXHIBIT A—SCOPE OF WORK AND BUDGET
Project Title: Aspen FY13 CMAQ Carshare Purchase
Contact Information: Lynn Rumbaugh
Agency Name City of Aspen
Agency Address(include city,state,zip) 130 South Galena,Aspen,CO 81611
Program Manager Phone Number (970)920-5038
Program Manager E-mail lynn.rumbaugh @cityofaspen.com
Program Manager Fax Number 970-544-9447
This Project is to improve the air quality with the purchase of four hybrid
vehicles for the Carshare Program.The result of this purchase is to
Program Overview Summary: reduce the PM-10 contribution to the air shed.
Program Overview Details:
Who is your key target audience? Fleet vehicles for the City of Apsen Carshare program.
Where will your project take place? City of Aspen
What is the general time-frame of your project?
(i.e during the school year;on-going FY13
throughout the year,etc.)
Task 1: Purchase of four hybrid vehicles
FY13 Funding to purchase four hybrid vehicles for the Carshare
program.
What are the key tasks of your project? Task 2: Report to CDOT
The CMAQ reporter/CDOT will be provided a final accomplishment
report of the vehicle purchases performed under this contract for the
com leted fiscal year.
Page 18 of 34
Evaluation We can provide information regarding vehicle usage and membership at any
How will you evaluate the effectiveness of time.
your program?
Partnerships
Please list any organization that is a pertinent N/A
_partner with you in this project.
Budget Overview Costs
Total Project Cost $160,000.00
CMAQ Federal Funds $132,464.00
Agency Local Match(include overmatch) $27,536.00
Match Percentage of overall project 17.21%
Budget Details
(Provide a general description and an amount of the expenses you expect to charge to this CMAQ
program)
Salaries(list each position,hourly rate and total anticipated hours) N/A
Media(do not list specific media outlets,but provide general description such as"multimedia N/A
campaign"or"fall newspaper campaign",etc.)
Incentives/Prizes N/A
Equipment
$132,464.00
Purchase of 4 hybrid vehicles as listed in the description section.
Production(printing,web development,mailings,etc.) N/A
Consultants(list any subcontractors by function rather than name) N/A
Description
list the main tasks and identify the months you'll be working on them.)
1 This is an equipment urchase—go to bid and purchase equipment...close out project
2 Provide re uested information for CMAQ Reporter.
Page 19 of 34
SCHEDULE
Task 2013 2014
Month Month
1 2 3 1 4 5 6 7 8 9 10 11 12 1 2 3 4 1 5 1 6 71 3 1 9 1 10 11 12
Task 1:
Bid/Purchase Vehicles X
Task 2:
Reporting X
Please list any issues regarding your timeframe that may CNG and LNG vehicle purchases are very time sensitive due to
be affected by season,budgeting,etc. (i.e.the project EPA certifications on certain engines. The LNG truck has to be
will be implemented in conjunction with a local built and therefore,the longer the contract process takes place the
convention;or,the project will be implemented during shorter the window for truck orders.
the school year,etc.)
*Month"1"begins the month you receive your signed contract and letter to proceed from CDOT.
The timeline for this project is dependent on the ability to use a State bid for the purchase of these
vehicles. Should we miss the timeline for the current State bid,the purchase would be delayed.
Page 20 of 34
EXHIBIT B—SUPPLEMENTAL REQUIREMENTS FOR EXHIBIT A
A. Work
Per 23 C.F.R.420.111,GRANTEE shall complete the Work and other obligations as described herein and
Exhibit A.Work performed prior to the Effective Date or after the Termination Date shall not be
considered part of the Work. GRANTEE shall take all reasonable steps to carry out all activities described
and identified in the Scope of Work. The Scope shall include an estimation of anticipated benefits from
each program submitted,a Budget,the activity purpose,objectives,major tasks,timeline of expected
completion,and an Evaluation process to determine the success of each activity stated in the Scope. In
addition,GRANTEE shall be responsible for:
1.) The initial design and implementation of its congestion mitigation and air quality program as
outlined in the current TIP;
2.) Monitoring and Evaluating the program effectiveness;
3.) The promotion of congestion mitigation and air quality program(s)by employers;
4.) Submittal of an annnual report to CDOT;and,
5.) Submitting annual results to CDOT through the CMAQ Reporter.
B. Notice
Grantee shall not commence Work until the date specified by a written notice,which may be electronic,
and shall complete the Work within the period specified in the Grant unless the period or terms thereof are
extended according to this Grant.
C. StafVConsultant Services
GRANTEE shall be responsible to select staff/consultant Services in compliance with all applicable federal
procurement requirements including 23 CFR 172 and 49 CFR Part 18. Any Request for Proposal(RFP)
used by GRANTEE to secure consultant Services must be reviewed by CDOT before GRANTEE releases
the RFP. CDOT shall have 15 calendar days from the date of receiving the RFP in which to return
comments. Responses to CDOT's comments will be provided by GRANTEE within 15 calendar days of
receipt of the comments. GRANTEE shall notify CDOT before executing any contract for consultant
Services which utilizes Grant funding.
D. Scope Amendment
Grantee shall amend Exhibit A in accordance with the terms of this Grant,when:
1.) Reallocating funds between activities in Exhibit A,as permitted pursuant to §7(C); and
2.) Adding or deleting activities listed in Exhibit A to reflect authorized reallocations permitted
pursuant to §7(C).
If any changes to Exhibit A(i)require an increase or decrease to the maximum amount of this Grant,(ii)
change the term of the Grant,or(iii)exceed the 24.99%threshold in§7(C)for any activities,the Parties
must amend this Grant prior to such change being effective.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 21 of 34
EXHIBIT C—PAYMENTS AND BILLING .,;..
CDOT shall,in accordance with the provisions of§7,pay Grantee in the amounts and using the methods
set forth below:
1. Limited Availability of Funds
The amount of Federal Funds available to pay for theWork performed by Grantee in any one year is limited
by the amount of the allocated funds,made available through 23 USC§ 104(b)(3)and(f)as amended,and
49 USC 5303 as amended.
2. Additional Funds Use
CMAQ Federal Funds shall be used only to reimburse Grantee for eligible allowable costs incurred and
Grantee shall be solely responsible for all costs incurred that are either not allowable or which exceed the
funds available in the Grant as identified herein and/or in the Exhibit A.
3. Invoices
A complete invoice will include the applicable items in Exhibit F—Grantee Payment Checklist 01/19/2011.
4. Billing,Reimbursement,and Allowable Costs
A. Reimbursement
The Parties hereto expressly recognize that the Grantee is to be paid,reimbursed,or otherwise
compensated with funds provided to CDOT by the U.S.Department of Transportation for the purpose
of completing the Work and therefore,the Grantee expressly understands and agrees that all its rights,
demands,and claims to compensation arising under this Grant are contingent upon receipt of such
funds by CDOT.
B. Allowable Costs
CDOT shall not be obligated to use State funds under this Grant.CDOT's use of Federal Funds shall
be to reimburse Grantee for allowable costs incurred by Grantee,as defined in this Grant. Grantee
shall be solely responsible for all costs incurred which are either not allowable or which exceed the
funds available in the Grant.
C. Allowable and indirect costs `
Allowable and indirect costs may include but are not limited to those listed in 2 CFR 225,2 CFR 220,
2 CFR 230,49 CFR Part 18,or State Fiscal Rule 2-7:"Official Functions and Training
Functions,"whichever may apply.However,.such costs shall be limited to those costs determined by
the CDOT as necessary to directly carry out the Work for this Grant.In determining the amount of
allowable costs,CDOT will exclude:
a) Any costs incurred by the Grantee before the execution of the Grant.
b) Any costs incurred by the Grantee that are not included in Exhibit A.
c) Any cost incurred by the Grantee after the termination date of this Grant as amended.
d) Memberships, subscriptions,and professional activities,which do not meet the following
requirements:
(1).Costs of membership in civic and community,social organizations are
allowable as a direct cost with the approval of the federal-awarding
agency;
(2). Costs of subscriptions to business,professional,and technical
periodicals;
(3).Costs of meetings,conferences,and conventions where the primary
purpose is the dissemination of technical information,including meals,
transportation,rental of meeting facilities,and other incidental costs;
or
(4). Costs of memberships in business,technical,and professional
organizations.However,costs of membership in organizations
substantially engaged in lobbying are not allowed and thus
unallowable.
e) Official Function Expenditures(as defined by Rule 2-7 of the Colorado State Fiscal
Rules),which do not qualify as a meeting,conference,meal or other function that is
Page 22 of 34
hosted by the MPO or Grantee staff and attended by guests and/or other MPO or
Grantee personnel, and held for official MPO or Grantee business.Expenditures
incurred for official functions shall be approved by the responsible MPO or Grantee
official.
D. Disallow Costs
CDOT has the right to disallow any costs incurred by the Grantee,which are not consistent with this
Grant,or on any activity not in compliance with the authorized Work.
E. Reimbursement Waiver
Grantee.agrees that reimbursement of any cost under this Grant does not constitute a final CDOT
decision about the allowability of the costs and does not constitute a waiver of any violation by Grantee
of the terms of this Grant.
F.Certification
Upon submitting request for reimbursement,the designated representative of the Grantee has certified
that:
a) The costs are allowable,and therefore reimburseable;
b) The expenditure amount for that time period is correct;
c) The agreed upon Work has been performed and/or Work Product has been produced;
d) All Requests for Proposals and/or Requests for Qualifications have been forwarded to
CDOT for review and comment; and
e) Reimbursements are being requested in accordance with the terms of this Grant.
G. Expenditures
Along with the form requesting reimbursement,the Grantee shall include expenditures of Federal
Funds for Work. The information shall contain:
i. Budgeted amount;
ii. Expenditures for current billing cycle and year-to-date;
iii.Unexpended balance after current cycle;
iv.Percent expended year-to-date;and
v. Copies of Subcontractors invoices,if applicable based on agency tier.
H. Invoice
CDOT shall pay the Grantee's voucher for expenditures incurred in performance of Work,up to the
maximum amount described in§7,and elsewhere in this Grant,subject to conditions specified herein,
within 30 days of receipt.
L Documentation
The Grantee shall include documentation of expenses of Federal Funds for CMAQ Work. Such
information shall include but not be limited to the items listed in this Exhibit and Exhibit F of this
Grant as proof of documentation.For purposes of this Grant,a copy of each required invoice shall be
forwarded to the Division of Transportation Development-Business Office,along with a notice to the
Program Manager that the invoice has been sent to the Division of Transportation Development-
Business Office c/o Business Manager at:
4201 Arkansas Ave.,Shumate Building,Denver,CO 80222
J. Reimbursement Method and Time
Grantee shall request reimbursement from CDOT for the eligible allowable cost of CMAQ funds for
eligible Work,and other costs as described in section 8 of this Grant,incurred during the grant fiscal
year within the limits of this Grant in compliance with federal and State law and other applicable
regulations.Reimbursement requests shall be submitted by the Grantee to CDOT monthly,or
quarterly,and will be reimbursed based on the ratio between Local Funds and Federal Funds in
Exhibit A,which shall not exeed the totals in Section§7(A)of this Grant.
K. Tier Classification
The Grantee will provide documentation of claimed expenses with each reimbursement request as
appropriate for their assigned tier classification.
Page D of 34
EXHIBIT D—PROGRAM REPORTING-NOTIFICATION-MONITORING REQUIREMENTS '"'
Reports,Evaluations,and Reviews required under Sections 8 and 9 and this Exhibit,shall be in
accordance with the procedures as prescribed by the CMAQ guidance and the State.
A. Annual Report-CMAQ Reporter
Grantee shall be responsible to coordinate with its MPO to submit an annual report using the"CMAQ
Reporter", describing, in detail,the performance of the Work and the extent to which the use of alternative
modes of transportation and/or improvement in air quality were increased during the contract period as a
result of the program. GRANTEE shall be responsible for tracking, gathering,maintaining,and reporting
of CMAQ nonattainment or maintenance area program activities by category,which will include emission
reduction estimates and activity costs.
B.Final Report
Within 30 days after the end of the Program Period,GRANTEE will provide to CDOT a final
accomplishment report of the activities performed under this Contract for the completed fiscal year. It
shall include,but not be limited to:
1.) Final accomplishments by activities;and
2.) Status of uncompleted products;and
3.) Accomplishment of performance measures; and
4.) Actual expenditures for the Program Period
C. Reporting Guidance
Reporting made for the purposes of this Agreement and its activities shall be done in accordance with 23
CFR 420.117,450 and 49 CFR Part 18 and Part 19,and any supporting sections or amendments.The
provisions of this paragraph do not constitute a waiver of legal and administrative appeals available to
GRANTEE or the State.
D. Monitoring
In accordance with 49 CFR Part 18.40 and other applicable standards,the State will monitor all the
activities conducted by GRANTEE pursuant to the terms of this Agreement to assure that the Scope is
being performed consistent with supporting federal laws and regulations,as amended,to enable the
preparation and submission of appropriate reports that will contain at a minimum:
1.)Comparison of actual performance with established goals during the program and once the program is
complete;
2.)Progress in meeting schedules;
3.)Comparison of budgeted(approved)amounts and actual costs incurred;
4.)Cost variances to budget;
5.)Approved program revisions; and
6.)Other supporting data
E. Performance,Progress,Personnel,and Funds
In responding to these requirements,CDOT will utilize the following steps and procedures to ensure that
assigned responsibilities are carried out:
1.) Monitoring Documents
CDOT will use the current Scope of Work,and supporting documentation,in reviewing the
progress being made by GRANTEE to meet the commitments in this Contract. The Scope of Work
must include all activities,deliverables,and performance measures,and Budgets committed to by
GRANTEE.
2.) Monitoring Meetings
Meetings between Department and GRANTEE representatives will be conducted at CDOT's
discretion for the purpose of reviewing progress,resource allocations,and billings. : ,
Page 24 of 34
3.) Progress and Financial Reports
CDOT will prepare and submit progress and financial reports to the appropriate federal agencies.
F.Noncompliance
Any product that GRANTEE has committed to in the Scope of Work not produced and justification not
provided 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 Agreement. Along with Section 8 of this Grant and in accordance with
49 CFR 18.43,the following steps will be implemented by CDOT:
1.) MOT representative will meet with GRANTEE representative to discuss performance.
2.) The MOT representative will report the progress to the MOT Division of Transportation
Development Director.
3.) The Director will issue a decision as to whether performance is satisfactory or unsatisfactory. If
performance was determined to have been unsatisfactory,MOT shall determine if a reduction in
allocation is appropriate. GRANTEE will be notified of any decisions made by CDOT.
G. Subgrants
Along with Section 8 of this Grant,Grantee is responsible for monitoring the work activities of
subgrantees.
H.Additional Requirements for Rights in Data,Documents,and Computer Software
Whenever possible,published material shall acknowledge the financial participation of CDOT and/or the
FHWA and other agencies contributing funding to the Work Product.Any published material
acknowledging the contribution of the FHWA shall include the federal disclaimer statement: "FUNDED
BY THE FHWA". Published materials include any non-internal documents,reports,maps,photographs,
computer software,or like materials that are intended to be viewed by those outside of CDOT,and
Grantee.
Patents:In addition to the standard patent rights clauses of 37 C.F.R. §401 et.al,and other applicable laws
and regulations,CDOT, Grantee,and either party's subrecipients are subject to the provisions of 37 CFR
part 401,governing patents and inventions whereby"The subgrantee or Grantee will retain all rights
provided for the State in this clause,and the State will not,as part of the consideration for awarding the
subgrant or contract,obtain rights in the subgrantee's or Grantee's subject inventions."
Page 25 of 34
EXHIBIT E—RECORDS(additional provisions) ,.
GRANTEE shall make,keep,maintain and allow inspection and monitoring of the following records:
A.Maintenance
Grantee and any Subgrantees shall maintain all books,records,and other documentation pertaining to
authorized Work and to completely substantiate all costs incurred and billed to CDOT during the Grant
term and for a period of three(3)years from the date of closure of the project under the terms of this
Contract.These records shall be made available for inspection and audit to CDOT,FHWA,FTA or the
Comptroller General of.the United States,and copies thereof shall be furnished,if requested. Grantee shall
include this record keeping/audit requirement in any Subgrant with any Subgrantee employed to perform
Work by expressly requiring the Subgrantee to comply with this requirement.
B.Inspection of Grantee
In accordance with Section 9,the State and FHWA are specifically authorized to review and inspect at all
reasonable times all such records and all technical and financial aspects of theWork. FHWA will arrange
such review and inspections through CDOT. The State reserves the right to inspect the Work at all
reasonable times and places during the term of this Agreement,including any extension period.
C. A-133
In accordance with the provisions of OMB Circular No.A-133:"Audits of States,Local Governments,and
Nonprofit Organizations", all nonfederal entities including state and local government and non-profit
organizations,receiving more than$500,000 from all federal financial assistance funding sources,shall
comply with the audit requirements of A-133 (see also,49 CFR 18.26). Compliance with A-133 is
required in the following manner:
a) If the Sub-Grantee expends less than$500,000 in Federal funds(all federal sources,not just
Highway funds)in its fiscal year then this requirement does not apply. w;
b) If the Sub-Grantee expends more than$500,000 in Federal funds,but only received federal
Highway funds(Catalog of Federal Domestic Assistance,CFDA 20.205)then a program
specific audit shall be performed. This audit will examine the"financial"procedures and
processes for this program area.
c) If the Sub-Grantee expends more than$500,000 in Federal funds,and the Federal funds are
from multiple sources(FTA,HUD,NPS,etc.)then the Single Audit Act applies,which is an
audit on the entire organization/entity.
d) Single Audit can only be conducted by an independent auditor in accordance with generally
accepted government auditing standards covering financial audits(49 CFR 18.26). An audit is
an allowable direct or indirect cost.
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 CDOT or its principal representative at the
address specified herein.
Page 26 of 34
EXHIBIT F—GRANTEE PAYMENT CHECKLIST
Grantee Payment Checklist 01/19/2011
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.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.
➢ Information to be included on the Invoice from the Grantee
✓ PO Number
✓ WBS
✓ Section/Program Number
✓ Name
✓ Address
✓ Phone Number
✓ Invoice Number
✓ Billing Period
✓ Total Amount of Grant,Previous Grant Balance,Total Eligible Expenses,Federal Share,Local
Fund,New Grant Balance and Total Amount to be Reimbursed to Agency
✓ Signature of Grantee Financial Representative
➢ Copies of invoices from the Grantee Subgrantees(Tier I and some Tier IIs)
✓ Include a copy of the specific document the Subgrantee used to invoice the local agency. The local
agency is responsible for ensuring that the backup matches the invoice and is eligible for
reimbursement.
✓ The CDOT grant manager will review and determine if the local agency expenses are eligible for
reimbursement.
✓ If the local agency pays the Subgrantee a discounted amount,the full amount cannot be reimbursed
to the local agency. The local agency will only be reimbursed up to the actual amount paid to the
local agency's Subgrantee.
✓ Please ensure that all payment vouchers include some notation of when it was paid or approved for
payment.
✓ Invoice(s)should match the check amount.An additional explanation and documentation is required
for any variances.
✓ Estimates,statements and emails are not acceptable in lieu of an invoice copy.
➢ 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
be ore CDOT is invoiced by the Grantee.
Page 27 of 34
➢ 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.
• CFR 49 part 18 Section 18.20 Standards for Financial Management Systems requires theGrantee 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 local agency 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.
➢ Timesheets(Tier I and some Tier IIs)
✓ Timesheets should show a breakdown of all hours and 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. If an electronic approval occurs,the supervisors' signature will be required on the
electronic time report submitted for reimbursement..
✓ Backup documentation for payroll expenses includes the time sheet,an hourly or salary rate and a
payroll ledger indicating total hours,wages,and benefits.If there is sensitive information such as
social security numbers or addresses,please block or delete that information prior to submitting it.
➢ In kind match—If a Grantee 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 funds the in-kind portion of the project must be
included in the project application and scope of work attached to the Grant or purchase order.FTA
does not require pre-approval of in-kind,but FHWA and CDOT does.
✓ Documentation such as an invoice copy,time sheet,etc. is still required for all in-kind transactions.
The documentation varies depending on the source of the in-kind.
✓ Expenditure ledger from the local agency must also show the in kind match in their general ledger.
✓ If the local agency is using in kind match,they also need to attach a drawdown schedule indicating
how much in-kind match was received,the date they received it,how much has been applied to the
current invoice and how much has been carried forward. The carry forward balance for in-kind
expires when the Grant term expires.
✓ Full documentation will be required on the use of in-kind match,regardless of the Tier held by the
Grantee.
➢ Indirect costs-If a Grantee wishes to use indirect costs,the rate must be approved by CDOT
or other cognizant State Agency prior to applying it to the reimbursements(All Tiers)
✓ If indirect costs are being requested,please submit an approved indirect letter provided by either CDOT or
another State of Colorado agency.The letter must state what indirect costs are allowed,the approved rate and
the time period for the approval.The indirect cost plan must be reconciled annually and an updated letter
submitted each year thereafter.
Page 28 of 34
EXHIBIT G—SUPPLEMENTAL FEDERAL PROVISIONS-(FFATA)
State of Colorado
Supplemental Provisions for
Federally Funded Contracts,Grants,and Purchase Orders
Subject to
The Federal Funding Accountability and Transparency Act of 2006(FFATA),As Amended
As of 10-15-10
The contract,grant,or purchase order to which these Supplemental Provisions are attached has been funded,in
whole or in part,with an Award of Federal funds.In the event of a conflict between the provisions of these
Supplemental Provisions,the Special Provisions,the contract or any attachments or exhibits incorporated into
and made a part of the contract,the provisions of these Supplemental Provisions shall control.
1. Definitions.For the purposes of these Supplemental Provisions,the following terms shall have the
meanings ascribed to them below.
1.1."Award"means an award of Federal financial assistance that a non-Federal Entity receives or
administers in the form of:
1.1.1. Grants;
1.1.2. Contracts;
1.1.3. Cooperative agreements,which do not include cooperative research and development
agreements(CRDA)pursuant to the Federal Technology Transfer Act of 1986, as amended
(15 U.S.C. 3710);
1.1.4. Loans;
1.1.5. Loan Guarantees;
1.1.6. Subsidies;
1.1.7. Insurance;
1.1.8. Food commodities;
1.1.9. Direct appropriations;
1.1.10. Assessed and voluntary contributions; and
1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non-Federal Entities.
Award does not include:
1.1.12. Technical assistance,which provides services in lieu of money;
1.1.13. A transfer of title to Federally-owned property provided in lieu of money; even if the award
is called a grant;
1.1.14. Any award classified for security purposes;or
1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the
American Recovery and Reinvestment Act(ARRA)of 2009(Public Law 111-5).
1.2."Central Contractor Registration(CCR)"means the Federal repository into which an Entity must
enter the information required under the Transparency Act,which may be found at
http://www.bpn.gov/ccr.
1.3."Contract"means the contract to which these Supplemental Provisions are attached and includes all
Award types in§1.1.1 through 1.1.11 above.
1.4."Contractor"means the party or parties to a Contract funded, in whole or in part,with Federal
financial assistance,other than the Prime Recipient,and includes Grantees, Subgrantees,
Subrecipients,and borrowers.For purposes of Transparency Act reporting,Contractor does not
include Vendors.
Page 29 of 34
1.5."Data Universal Numbering System(DUNS)Number"means the nine-digit number established and
assigned by Dun and Bradstreet,Inc.to uniquely identify a business entity.Dun and Bradstreet's
website may be found at:http://fedgov.dnb.com/webform.
1.6."Entity"means all of the following as defined at 2 CFR part 25, subpart C;
1.6.1. A governmental organization,which is a State, local government,or Indian Tribe;
1.6.2. A foreign public entity;
1.6.3. A domestic or foreign non-profit organization;
1.6.4. A domestic or foreign for-profit organization;and
1.6.5. A Federal agency,but only a Subrecipient under an Award or Subaward to a non-Federal
entity.
1.7."Executive"means an officer,managing partner or any other employee in a management position.
1.8."Federal Award Identification Number(FAIN)"means an Award number assigned by a Federal
agency to a Prime Recipient.
1.9."FFATA"means the Federal Funding Accountability and Transparency Act of 2006(Public Law 109-
282),as amended by§6202 of Public Law 110-252.FFATA,as amended,also is referred to as the
"Transparency Act."
1.10. "Prime Recipient"means a Colorado State agency or institution of higher education that receives an
Award.
1.11. "Subaward"means a legal instrument pursuant to which a Prime Recipient of Award funds awards
all or a portion of such funds to a Subrecipient,in exchange for the Subrecipient's support in the
performance of all or any portion of the substantive project or program for which the Award was
granted.
1.12. "Subrecipient"means a non-Federal Entity(or a Federal agency under an Award or Subaward to a
non-Federal Entity)receiving Federal funds through a Prime Recipient to support the performance of
the Federal project or program for which the Federal funds were awarded.A Subrecipient is subject to
the terms and conditions of the Federal Award to the Prime Recipient,including program compliance
requirements.The term"Subrecipient"includes and may be referred to as Subgrantee.
1.13. "Subrecipient Parent DUNS Number"means the Subrecipient parent organization's 9-digit Data
Universal Numbering System(DUNS)number that appears in the subrecipient's Central Contractor
Registration(CCR)profile,if applicable.
1.14. "Supplemental Provisions"means these Supplemental Provisions for Federally Funded Contracts,
Grants,and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of
2006,As Amended,as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institution of higher education.
1.15. "Total Compensation"means the cash and noncash dollar value earned by an Executive during the
Prime.Recipient's or Subrecipient's preceding fiscal year and includes the following:
1.15.1. Salary and bonus;
1.15.2. Awards of stock,stock options,and stock appreciation rights,using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123(Revised 2005)
(FAS 123R), Shared Based Payments;
Page 30 of 34
1.15.3. Earnings for services under non-equity incentive plans,not including group life,health,
hospitalization or medical reimbursement plans that do not discriminate in favor of
Executives and are available generally to all salaried employees;
1.15.4. Change in present value of defined benefit and actuarial pension plans;
1.15:5. Above-market earnings on deferred compensation which is not tax-qualified;
1.15.6. Other compensation,if the aggregate value of all such other compensation(e.g. severance,
termination payments,value of life insurance paid on behalf of the employee,perquisites or
property)for the Executive exceeds$10,000.
1.16. "Transparency Act"means the Federal Funding Accountability and Transparency Act of 2006
(Public Law 109-282),as amended by§6202 of Public Law 110-252. The Transparency Act also is
referred to as FFATA.
1.17. "Vendor"means a dealer,distributor,merchant or other seller providing property or services required
for a project or program funded by an Award.A Vendor is not a Prime Recipient or a Subrecipient
and is not subject to the terms and conditions of the Federal award.Program compliance requirements
do not pass through to a Vendor.
2. Compliance.Contractor shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto,including but not limited to these Supplemental Provisions.Any
revisions to such provisions or regulations shall automatically become a part of these Supplemental
Provisions,without the necessity of either party executing any further instrument.The State of Colorado
may provide written notification to Contractor of such revisions,but such notice shall not be a condition
precedent to the effectiveness of such revisions.
3. Central Contractor Registration(CCR)and Data Universal Numbering System(DUNS)
Requirements.
3.1.CCR. Contractor shall maintain the currency of its information in the CCR until the Contractor submits
the final financial report required under the Award or receives final payment,whichever is later.
Contractor shall review and update the CCR information at least annually after the initial registration,
and more frequently if required by changes in its information.
3.2.DUNS.Contractor shall provide its DUNS number to its Prime Recipient,and shall update Contractor's
information in Dun&Bradstreet,Inc.at least annually after the initial registration,and more
frequently if required by changes in Contractor's information.
4. Total Compensation.Contractor shall include Total Compensation in CCR for each of its five most highly
compensated Executives for the preceding fiscal year if-
4.1.The total Federal funding authorized to date under the Award is$25,000 or more;and
4.2.In the preceding fiscal year,Contractor received:
4.2.1. 80%or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act;and
4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act;and
4.3.The public does not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a)or 15(d)of the Securities Exchange Act of 1934(15 U.S.C.
78m(a),78o(d)or§6104 of the Internal Revenue Code of 1986.
Page 31 of 34
5. Reporting.Contractor shall report data elements to CCR and to the Prime Recipient as required in§7 below
if Contractor is a Subrecipient for the Award pursuant to the Transparency Act.No direct payment shall be
made to Contractor for providing any reports required under these Supplemental Provisions and the cost of
producing such reports shall be included in the Contract price.The reporting requirements in§7 below are
based on guidance from the US Office of Management and Budget(OMB),and as such are subject to
change at any time by OMB.Any such changes shall be automatically incorporated into this Contract and
shall become part of Contractor's obligations under this Contract,as provided in§2 above.The Colorado
Office of the State Controller will provide summaries of revised OMB reporting requirements at
http://www.colorado.gov/dpa/dfp/sco/FFATA.htm.
6. Effective Date and Dollar Threshold for Reporting.The effective date of these supplemental provisions
apply to new Awards as of October 1,2010.Reporting requirements in§7 below apply to new Awards as of
October 1,2010,if the initial award is$25,000 or more.If the initial Award is below$25,000 but
subsequent Award modifications result in a total Award of$25,000 or more,the Award is subject to the
reporting requirements as of the date the Award exceeds$25,000.If the initial Award is$25,000 or more,
but funding is subsequently de-obligated such that the total award amount falls below$25,000,the Award
shall continue to be subject to the reporting requirements.
7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient,Contractor shall report as set forth
below.
7.1.To CCR.A Subrecipient shall register in CCR and report the following data elements in CCR for each
Federal Award Identification Number no later than the end of the month following the month in which
the Subaward was made:
7.1.1. Subrecipient DUNS Number;
7.1.2. Subrecipient DUNS Number+4 if more than one electronic funds transfer(EFT)account;
7.1.3. Subrecipient Parent DUNS Number;
7.1.4. Subrecipient's address,including: Street Address,City, State,Country,Zip+4,and
Congressional District;
7.1.5. Subrecipient's top 5 most highly compensated Executives if the criteria in§4 above are
met;and
7.1.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria
in§4 above met.
7.2.To Prime Recipient.A Subrecipient shall report to its Prime Recipient,upon the effective date of the
Contract,the following data elements:
7.2.1. Subrecipient's DUNS Number as registered in CCR.
7.2.2. Primary Place of Performance Information,including: Street Address,City, State,Country,
Zip code+4,and Congressional District.
8. Exemptions.
8.1.These Supplemental Provisions do not apply to an individual who receives an Award as a natural
person,unrelated to any business or non-profit organization he or she may own or operate in his or her
name.
8.2.A Contractor with gross income from all sources of less than$300,000 in the previous tax year is
exempt from the requirements to report Subawards and the Total Compensation of its most highly
compensated Executives.
8.3.Effective October 1,2010,"Award"currently means a grant,cooperative agreement,or other
arrangement as defined in Section 1.1 of these Special Provisions.On future dates"Award"may
include other items to be specified by OMB in policy memoranda available at the OMB Web site;
Award also will include other types of Awards subject to the Transparency Act.
8.4.There are no Transparency Act reporting requirements for Vendors.
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9. Event of Default.Failure to comply with these Supplemental Provisions shall constitute an event of default
under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if
the default remains uncured five calendar days following the termination of the 30 day notice period. This
remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law
or in equity.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
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EXHIBIT H—BILLING FORM
COLORADO DEPARTMENT OF TRANSPORTATION-Division of Transportation Development
Contractor/Agency Name: Invoice Number:
Contract Number: Invoice Date:
Contract Effective Date: ContractorNendor Contact Person:
Contract Billing Period: - Contractor/Vendor Contact Phone
Number:
Transaction Date Check Tracking Number Payee Name Amount Service/Good Received
Total
Less Local Match Remit to:
Total Reimbursement Request
Value of Contract(Original+Any Amendments):
Billed Prior to This Invoice:
Current Invoice Amount:
Balance of Contract After Invoice:
I certify that the goods and/or services included in this invoice were true and necessary expenses to accomplish the goals of the contract:
By: Date:
ContractorNendor
Approved By: Date:
CDOT
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