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Home My WebLink About20101138.tiff RESOLUTION RE: APPROVE CONGESTION MITIGATION AND AIR QUALITY (CMAQ) AGREEMENT AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Congestion Mitigation and Air Quality (CMAQ) Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and the Colorado Department of Transportation, commencing upon full execution, and ending June 30, 2012, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Congestion Mitigation and Air Quality (CMAQ) Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and the Colorado Department of Transportation be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 26th day of May, A.D., 2010. ARD OF COUNTY COMMISSIONERS � D COUNTY, COLORADO �fy ATTEST: - u s Radem cher, Chair Weld County Clerk to the Boar O cc,;.? k r USED arbara Kirkmeyer, Pro-Tem zA De u Clerk t�oithe Board EXCUSED Sean P. Conway AP ED FORM: 4Sarc ia County Attorney , David E. Long Date of signature: L� : Pw cam - a3 /L.) 2010-1138 q v1,, tip ®W s a4 /o EG0062 CMS:10-HTD-17664/SAP PO#:291000882 STATE OF COLORADO DEPARTMENT OF TRANSPORTATION CONGESTION MITIGATION AND AIR QUALITY AGREEMENT with WELD COUNTY TABLE OF CONTENTS I.PARTIES I 2.EFFECTIVE DATE AND NOTICE OF NONLIABILITY 3.RECITALS I 4.DEFINITIONS 2 5.TERM and EARLY TERMINATION 3 6.SCOPE OF WORK 3 7.PAYMENTS 4 8.BILLING:REIMBURSEMENT AND ALLOWABLE COSTS 5 9.REPORTING-NOTIFICATION-PROGRAM MONITORING 6 10.RECORDS 7 I I.CONFIDENTIAL INFORMATION-STATE RECORDS 8 12.CONFLICTS OF INTEREST 8 13.BREACH 9 14.REMEDIES 9 15.NOTICE and REPRESENTATIVES 10 16.STATEWIDE CONTRACT MANAGEMENT SYSTEM 10 17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE 11 18.GENERAL PROVISIONS I I 19. SPECIAL PROVISIONS IS 20. SIGNATURE PAGE 17 EXHIBIT A-SCOPE OF WORK 18 EXHIBIT B-OPTION LETTER[SAMPLE OPTION LETTER] 22 EXHIBIT C-BILLING FORM 23 1. PARTIES THIS Agreement is entered into by and between the Colorado Department of Transportation (hereinafter called"CDOT OR THE STATE"),and the Weld County(hereinafter called"Weld County"),a public/private entity within the STATE OF COLORADO. 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY This Agreement shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee(hereinafter called the"Effective Date"),but shall be effective and enforceable thereafter in accordance with its provisions. CDOT shall not be liable to pay or reimburse WELD COUNTY for any performance hereunder,including, but not limited to costs or expenses incurred,or be bound by any provision hereof prior to the Effective Date. 3. RECITALS A.Authority,Appropriation,And Approval Authority to enter into this Agreement exists in C.R.S.43-1-106,43-1-110; 43-1-116,43-1-117,43-2- 101(4)(c), 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. G/L Account:4518000011 Company Code: 1000 CO Area: 1000 WBS Element: 17859.15.01 Fund:400 I Funds Center:DT510-010 Functional Area: 1456 Catalog Federal Domestic Assistance Number(CFDA)20.205 Vendor Number:6100082 Contract Amount Total:$24,158 I Federal Amount Total:$20,000 Local Amount Total:$4,158 Page 1 of 23 B. Consideration Local Agency Having been awarded this Project under the current Transportation Improvement Plan(TIP) for the North Front Range Metropolitan Planning Organizati,WELD COUNTY desires to enter into an agreement with CDOT to develop,implement and monitor its Congestion Mitigation and Air Quality program for their Carbon Monoxide Nonattainment Area(s)as a control measure under the State Implementation Plan (SIP) to be financed by the use of Congestion Mitigation and Air Quality funds in accordance with FHWA and State policies. CDOT CDOT desires to enter into this Agreement for such Services from WELD COUNTY by obtaining federal financial assistance for congestion mitigation and air quality programs through FHWA,provided that such projects are sponsored by the Metropolitan Planning Organization(MPO) in accordance with the terms and conditions contained in this Agreement in accordance with applicable federal laws and regulations. C.Purpose An appropriation was made to CDOT for Congestion Mitigation and Air Quality(CMAQ)funds that have been budgeted by WELD COUNTY as a member of the Weld County ("DRCOG")MPO, who is responsible for the Continuing,Comprehensive, and Cooperative(3C)Urban Transportation Planning Process throughout the WELD COUNTY MPO area. Additionally,in conjunction with CDOT,the MPO has responsibility for approving and implementing certain control measures on highway projects in compliance with the SIP and the 1990 Clean Air Act Amendments. D.References All references in this Agreement to sections (whether spelled out or using the§ symbol), subsections, exhibits or other attachments,are references to sections, subsections,exhibits or other attachments contained herein or incorporated as a part hereof,unless otherwise noted. 4. DEFINITIONS The following terms as used herein shall be construed and interpreted as follows: A.Agreement or Contract "Agreement"or"Contract"means this Agreement its terms and conditions,attached exhibits,documents incorporated by reference under the terms of this Agreement, and any future modifying agreements, exhibits, attachments or references incorporated pursuant to Colorado State Fiscal Rules and Policies. B.Agreement Funds "Agreement Funds" means funds payable by CDOT to WELD COUNTY pursuant to this Agreement. C.Budget "Budget"means the budget for the Work described in Exhibit A. D.Evaluation "Evaluation"means the process of examining WELD COUNTY's Work and rating based on criteria established in §6 and Exhibit A. E. Exhibits and other Attachments The following exhibit(s)are attached hereto and incorporated by reference herein: Exhibit A(Scope of Work), Exhibit B(Option Letter),Exhibit C(CMAQ Billing Form). F. Goods "Goods" means tangible material acquired,produced,or delivered by WELD COUNTY either separately or in conjunction with the Services WELD COUNTY renders hereunder. G.Party and Parties "Party" means CDOT or WELD COUNTY and"Parties" means both CDOT and WELD COUNTY. H.Program Period Means the period for which the Work listed in Exhibit A is performed, which is from the Effective Date through the duration of the Agreement. I. Services "Services"means the required services to be performed by WELD COUNTY pursuant to this Agreement. Page 2 of 23 J. Subcontractor "Subcontractor"means third-parties,if any,engaged by WELD COUNTY to aid in performance of its obligations. K.Work "Work"means the tasks and activities WELD COUNTY is required to perform to fulfill its obligations under this Agreement and Exhibit A, including the performance of the Services and delivery of the Goods. L. Work Product "Work Product"means the tangible or intangible results of WELD COUNTY's Work,including,but not limited to, software,research, reports, studies,data,photographs,negatives or other finished or unfinished documents,drawings, models,surveys, maps,materials, or Work Product of any type, including drafts. 5. TERM and EARLY TERMINATION A.Term-Work Commencement The Parties respective performances under this Agreement shall commence on the Effective Date.This Agreement shall terminate June 30,2010; unless sooner terminated,completed, or further extended as specified elsewhere herein. B. CDOT OPTION LETTER i. Option to Extend CDOT may require continued performance for a period of three months at the same rates and same terms specified in the Agreement. If CDOT exercises this option,it shall provide written notice to WELD COUNTY at least 30 days prior to the end of the current Agreement term in a form substantially equivalent to Exhibit B.If exercised,the provisions of the Option Letter shall become part of and be incorporated into this Agreement. The total duration of this Agreement,including the exercise of any options under this clause, shall not exceed the term listed in Section 5(a) unless otherwise amended. ii.Option to Increase or Decrease Quantities and Total Price CDOT may increase or decrease the quantity of goods/services described in section/schedule/exhibit based upon the rates established in the Contract. If CDOT exercises the option, it will provide written notice to WELD COUNTY as least 30 days prior to the end of the current contract term in a form substantially equivalent to Exhibit B. Delivery/performance of the goods/service shall continue at the same rates and terms. If exercised,the provisions of the Option Letter shall become part of and be incorporated into the original contract. iii.Options for Phased Performance The State may require WELD COUNTY to begin performance on the next contact phase as outlined in the Statement of Work in Exhibit A and at the same terms and same conditions stated in the contract.If the State exercises this option, it will provide written notice to WELD COUNTY at least 30 days prior to the end of the current phase in a form substantially equivalent to Exhibit B. If exercised,the provisions of the Option Letter shall become part of and be incorporated into the original contract. iv.CDOT Two Month Extension CDOT,at its sole discretion upon written notice to WELD COUNTY as provided in §15,may unilaterally extend the term of this Agreement for a period not to exceed two months if the Parties are negotiating a replacement Agreement(and not merely seeking a term extension)at or near the end of any initial term or any extension thereof.The provisions of this Agreement 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 Agreement is approved and signed by the Colorado State Controller. 6. SCOPE OF WORK A.Work Per 23 C.F.R.420.111,WELD COUNTY 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. 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. Page 3 of 23 B.Notice WELD COUNTY shall not commence Work to be completed in the Scope until the date specified by a written notice, which may be electronic,and shall complete the Work within the period specified in the Agreement unless the period or terms thereof are extended according to this Agreement. In addition, WELD COUNTY shall be responsible for: I.) 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. C.Personnel WELD COUNTY shall take all reasonable steps to carry out all activities described and identified in the Scope of Work. WELD COUNTY 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 WELD COUNTY to secure consultant Services must be reviewed by CDOT before WELD COUNTY 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 WELD COUNTY within 15 calendar days of receipt of the comments. WELD COUNTY shall notify CDOT before executing any contract for consultant Services which utilizes program funding. D.Goods and Services WELD COUNTY shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using Agreement Funds and shall not increase the maximum amount payable hereunder by CDOT. E.Scope Amendment WELD COUNTY shall amend the Scope of Work, in accordance with the terms of this contract, when: 1.) Adding or deleting funds from the Scope of Work Budget. 2.) Adding or deleting substantial portions of Scope of Work Activities. For the purposes of this Contract,substantial will be defined as any task that requires a 15%change in funds allocated to activities specified in the Scope. 7. PAYMENTS CDOT shall, in accordance with the provisions of this §7,pay WELD COUNTY in the amounts and using the methods set forth below: A.Basis and Maximum Amount The maximum amount payable under this Agreement to WELD COUNTY by CDOT is $24,158, as determined by CDOT from available funds. Payments to WELD COUNTY are limited to the unpaid encumbered balance of the Agreement set forth in Exhibit A and §3. B. Funds i. Available Funds-Contingency CDOT is prohibited by law from making commitments beyond the term of the State's current fiscal year. Therefore,WELD COUNTY's compensation beyond the State's current Fiscal Year is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions. If federal funds are used to fund this Agreement,in whole or in part,CDOT's performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this Agreement shall be made only from available funds encumbered for this Agreement and CDOT's liability for such payments shall be limited to the amount remaining of such encumbered funds. If State or federal funds are not appropriated, or otherwise become unavailable to fund this Agreement,CDOT may terminate this Agreement immediately, in whole or in part, without further liability in accordance with the provisions hereof. ii. Limited Availability of Funds The amount of federal funds available to pay for the program performed by WELD COUNTY in any one year is limited to the amount of the unused portion of the allocated funds, made available through Page 4 of 23 23 U.S.C. § 104(b)(2)and any amendments thereto; 23 U.S.C. 104(f)and any amendments thereto, and 49 U.S.C. § 5303 and any amendments thereto. C.Additional Funds Use Agreement congestion mitigation and air quality funds shall be used only to reimburse WELD COUNTY for eligible allowable costs incurred and WELD COUNTY shall be solely responsible for all costs incurred that are either not allowable or which exceed the funds available in the Agreement as identified herein and/or in the Scope. D.Matching Funds WELD COUNTY shall provide matching funds as required for the Agreement. 8. BILLING: REIMBURSEMENT AND ALLOWABLE COSTS i. Certification Reimbursement request(Billing Form)is attached and incorporated herein as Exhibit C to be used as a reference of what is required of WELD COUNTY by the State in requesting reimbursement. Upon signing the Billing Form requesting reimbursement,the designated representative of WELD COUNTY has certified that: I.) The costs are allowable,and therefore reimburseable;and 2.) The expenditure amount for that time period is correct;and 3.) The agreed upon Work has been performed and/or products have been produced;and 4.) All Requests for Proposals have been forwarded to CDOT for review and comment; and 5.) Reimbursements are being requested in accordance with the terms of this Contract; and 6.) Copies of recorded times of employees(where applicable)are correct;including in-kind, volunteer services. ii. Documentation WELD COUNTY shall include documentation of expenses of federal funds for CMAQ Activities. Such information shall include but not be limited to the items listed in this §8 of this Contract as proof of documentation. For purposes of this contract,a copy of each invoice shall be forwarded to the Division of Transportation Development-Business Office c/o Business Manager at: 4201 E. Arkansas Ave., Shumate Building, Denver,CO 80222 iii.Reimbursement Method and Time WELD COUNTY shall request reimbursement from CDOT for the eligible allowable cost of CMAQ funds for those eligible activities identified in the Scope of Work, and other costs as described in section 8 of this Contract, incurred during the contract fiscal year within the limits of this Contract in compliance with federal and State law and other applicable regulations. Reimbursement requests shall be submitted by WELD COUNTY to CDOT monthly, and will be reimbursed based on the federal participation rate on page 1 of this Contract or§7. iv.Allowable 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 tasks described in the Scope of Work for this Agreement. In determining the amount of allowable costs,CDOT will exclude: 1.) Any costs incurred by WELD COUNTY before the execution of the Contract or Option Letter. 2.) Any costs incurred by WELD COUNTY that are not included in the Scope of Work. 3.) Any cost incurred by WELD COUNTY after the termination date of this Contract or Amendment. v.Erroneous Payments At CDOT's sole discretion,payments made to WELD COUNTY in error for any reason or costs incurred that are later found to be unallowable,including but not limited to overpayments or improper payments,and unexpended or excess funds received by WELD COUNTY,shall be reimbursed by WELD COUNTY to the State or offset against current or future obligations due to the State by WELD Page 5 of 23 COUNTY, at the State's discretion; unless prohibited by federal or State law or regulation. Such funds shall not be paid to any party other than CDOT. vi.Reimbursement Waiver WELD COUNTY agrees that reimbursement of any cost under this Agreement does not constitute a final Department decision about the allowability of the costs and does not constitute a waiver of any violation by WELD COUNTY of the terms of this Agreement. 9. REPORTING-NOTIFICATION-PROGRAM MONITORING Reports, Evaluations,and Reviews required under this §9 shall be in accordance with the procedures of and in such form as prescribed by the CMAQ guidance and the State. A.Annual Report-CMAQ Reporter WELD COUNTY shall be responsible to coordinate with the 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. WELD COUNTY 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,WELD COUNTY 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 420.1 17,450 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 WELD COUNTY 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 WELD COUNTY 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: Comparison of actual performance with established goals during the program and once the program is complete; Progress in meeting schedules; Comparison of budgeted(approved) amounts and actual costs incurred; Cost variances to budget; Approved program revisions; and 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: I.) Monitoring Documents CDOT will use the current Scope of Work, and supporting documentation, in reviewing the progress being made by WELD COUNTY to meet the commitments in this Contract. The Scope of Work must include all activities,deliverables,and performance measures,and Budgets committed to by WELD COUNTY. 2.) Monitoring Meetings Page 6 of 23 Meetings between Department and WELD COUNTY representatives will be conducted at CDOT's discretion for the purpose of reviewing progress, resource allocations,and billings. 3.) Progress and Financial Reports CDOT will prepare and submit progress and financial reports to the appropriate federal agencies. F. 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 Agreement or which may affect WELD COUNTY's ability to perform its obligations hereunder,WELD COUNTY shall notify CDOT of such action and deliver copies of such pleadings to CDOT's principal representative as identified herein. If CDOT's principal representative is not then serving,such notice and copies shall be delivered to the Executive Director of CDOT. G.Noncompliance Any product that WELD COUNTY 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. The following steps,in accordance with 49 CFR 18.43, will be implemented by CDOT: l.) CDOT representative will meet with WELD COUNTY 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. WELD COUNTY will be notified of any decisions made by CDOT. H.Subcontracts Copies of any and all subcontracts entered into by WELD COUNTY to perform its obligations hereunder shall be submitted to CDOT or its principal representative upon request by CDOT. Any and all subcontracts entered into by WELD COUNTY related to its performance hereunder shall comply with all applicable federal and state laws and shall provide that such subcontracts be governed by the laws of the State of Colorado. WELD COUNTY is responsible for monitoring the Work activities of Subcontractors. 10. RECORDS WELD COUNTY shall make, keep, maintain and allow inspection and monitoring of the following records: A.Maintenance WELD COUNTY and any consultants shall maintain all books,records,and other documentation pertaining to authorized Scope activities and to completely substantiate all costs incurred and billed to CDOT during the current Program Period 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,or the Comptroller General of the United States, and copies thereof shall be furnished,if requested. WELD COUNTY shall include this record keeping/audit requirement in any Contract with any consultant employed to perform Scope activities by expressly requiring the consultant to comply with this requirement. B.Inspection 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 the activities described in the Scope. 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-I33: "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-I33 (see also,49 CFR 18.26). Compliance with A-133 is required in the following manner: Page 7 of 23 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). e) An audit is an allowable direct or indirect cost.. D.Final Audit Report If an audit is performed on WELD COUNTY's records for any fiscal year covering a portion of the term of this Agreement,WELD COUNTY shall submit a copy of the final audit report to CDOT or its principal representative at the address specified herein. 11. CONFIDENTIAL INFORMATION-STATE RECORDS WELD COUNTY shall comply with the provisions on this §11 if it becomes privy to confidential information in connection with its performance hereunder.Confidential information includes,but is not necessarily limited to, any state records, personnel records,and information conceming 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 WELD COUNTY shall keep all State records and information confidential at all times and comply with all laws and regulations concerning confidentiality of information. Any request or demand by a third party for State records and information in the possession of WELD COUNTY shall be immediately forwarded to CDOT's principal representative. B.Notification WELD COUNTY shall notify its agent,employees, Subcontractors 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 WELD COUNTY or its agents in any way,except as authorized by this Agreement or approved in writing by CDOT. WELD COUNTY 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 WELD COUNTY or its agents,except as permitted in this Agreement or approved in writing by CDOT. D.Disclosure-Liability Disclosure of State records or other confidential information for any reason WELD COUNTY may be cause for legal action by third parties against WELD COUNTY, CDOT, or their respective agents, and defense of any such action shall be WELD COUNTY's sole responsibility. 12. CONFLICTS OF INTEREST WELD COUNTY 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 WELD COUNTY's obligations hereunder.WELD COUNTY acknowledges that with respect to this Agreement,even the appearance of a conflict of interest is harmful to CDOT's and the State of Colorado's interests. Absent CDOT's prior written approval,WELD COUNTY shall refrain from any practices,activities or relationships that reasonably appear to be in conflict with the full performance of WELD COUNTY's obligations to the State hereunder. WELD COUNTY shall comply with the provisions of CRS §§18-8-308 and 24-18-101-109. If a conflict or appearance exists,or if WELD COUNTY is uncertain whether a conflict or the appearance of a conflict of Page 8 of 23 interest exists,WELD COUNTY shall submit to CDOT a disclosure statement setting forth the relevant details for CDOT 's direction in regard to the apparent conflict constitutes a breach of this Agreement. 13. BREACH In addition to any breaches specified in other sections of this Agreement,the failure of either Party to perform any of its obligations hereunder entirely,partially,or in satisfactory manner,including,but not limited to,performing them in a timely manner,constitutes a breach. 14. REMEDIES If either Party is in breach of this Agreement or any other disputes arise between the Parties in connection herewith, the Parties shall attempt resolve them at the divisional level. If this fails,the matter shall be referred to superior departmental management staff designated by each Party. If this fails,the executive director of each Party shall meet and attempt resolution.If this fails,the matter shall be submitted in writing by both Parties to the State Controller.The State Controller's decisions regarding and resolution of the matter shall be final. A.Termination I.) When the public interests of the State so require,the State may terminate this contract in whole or in part. The State shall give written notice of termination to WELD COUNTY specifying the termination of all or a portion of this contract and the effective date of such. Exercise by the State of this termination for public interests provision shall not be deemed a breach of contract by the State. Upon receipt of written notice,WELD COUNTY shall incur no further obligations in connection with the terminated Work and, on the date set in the notice of termination, WELD COUNTY shall stop Work to the extent specified. WELD COUNTY also shall terminate outstanding orders and subcontracts as they relate to the terminated Work. All finished or unfinished documents,data, studies,research,surveys,drawings,maps,models,photographs,and reports or other materials prepared by WELD COUNTY under this contract shall,at the option of the State,be delivered by WELD COUNTY to the State and shall become the State's property. The State may direct WELD COUNTY to assign WELD COUNTY's right,title,and interest under terminated orders or subcontracts to the State. WELD COUNTY shall complete and deliver to the State the Work not terminated by the notice of termination and may incur obligations as are necessary to do so within the contract terms. 2.) If this contract is terminated by the State as provided herein,WELD COUNTY shall be paid an amount which bears the same ratio to the total compensation as the Services satisfactorily performed or the Products or deliverables satisfactorily delivered or installed bear to the total Services, Products or deliverables covered by this contract, less payments of compensation previously made. In addition,for contracts that are less than 60% completed,the State may reimburse WELD COUNTY for a portion of actual out-of-pocket expenses (not otherwise reimbursed under this contract)incurred by WELD COUNTY during the contract period which are directly attributable to the uncompleted portion of WELD COUNTY's obligations covered by this contract. In no event shall reimbursement under this clause exceed the contract amount. If this contract is terminated for cause, or due to the fault of WELD COUNTY, the Termination for Cause or Default provision shall apply. 3.) Termination for Default/Cause i. If,through any cause, the Agency shall fail to fulfill,its obligations under this contract,in a timely and proper manner,or if the Agency shall violate any of the covenants,agreements,or stipulations of this contract,CDOT shall thereupon have the right to terminate this contract for cause by giving written notice to the Agency of its intent to terminate and providing no less than ten(10) days opportunity to cure the default or show cause why termination is otherwise not appropriate.In the event of termination,all finished or unfinished documents,data, studies, surveys,drawings, maps,models,photographs,and reports or other material prepared by the Agency under this contract shall, at the option of CDOT,become its property, and the Agency shall be entitled to receive just and equitable compensation for any Services and Goods delivered and accepted. The Agency shall be obligated to return any payment advanced under Page 9 of 23 the provisions of this contract.This provision shall in no way limit other remedies available to CDOT in this contract,or remedies otherwise available at law. ii. Notwithstanding the above,the Agency shall not be relieved of liability to CDOT for any damages sustained by CDOT by virtue of any breach of this contract by the Agency, and CDOT may withhold any payment to the Agency for the purposes of mitigating its damages until such time as the exact amount of damages due to CDOT from the Agency is determined. iii. If after such termination it is determined,for any reason,that the Agency was not in default,or that the Agency's action/inaction was excusable, such termination shall be treated as a termination for convenience, and the rights and obligations of the Parties shall be the same as if this contract had been terminated for convenience,as described herein. 15. NOTICE 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. i. CDOT: Adam Rolstad DTD/Transportation Planning 4201 E. Arkansas Ave. Shumate Building i'} I f 80222 ii. WELD COUNTY: Elizabeth Relford or Janet Carter WELD COUNTY PO Box 758 Greeley,CO 80632-0758 16. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to WELD COUNTY under this Agreement is $100,000 or greater,either on the Effective Date or at anytime thereafter,this §16 applies. WELD COUNTY agrees to be governed,and to abide,by the provisions of CRS §24-102-205, §24-I02- 206, §24-103-601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state contracts and inclusion of contract performance information in a statewide contract management system. WELD COUNTY's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Contract, State law,including CRS §24-103.5-101, and State Fiscal Rules,Policies and Guidance. Evaluation and Review of WELD COUNTY's performance shall be part of the normal contract administration process and WELD COUNTY'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 WELD COUNTY's obligations under this Contract shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of WELD COUNTY'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 Contract term. WELD COUNTY 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. Page 10 of 23 Should the final performance Evaluation and Review determine that WELD COUNTY 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 WELD COUNTY and prohibit WELD COUNTY from bidding on future contracts. WELD COUNTY 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 WELD COUNTY,by the Executive Director,upon showing of good cause. 17. RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE WELD COUNTY agrees to provide to the FHWA and CDOT 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 Federal Government and Department purposes;Work Product includes but is not limited to the copyright of any books,publications, or other copyrightable materials(Data,studies, surveys,drawings, maps, models,photographs, reports)developed in the course of the funded project. 23 CFR 420.121. 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 FHWA,CDOT, and WELD COUNTY. Patents: In addition to the standard patent rights clauses of 37 C.F.R. §401 et. al,and other applicable laws and regulations,CDOT,Agency and either party's subrecipients are subject to the provisions of 37 CFR part 401, governing patents and inventions whereby"The subgrantee or WELD COUNTY 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 WELD COUNTY's subject inventions." 18. GENERAL PROVISIONS A. Assignment WELD COUNTY's rights and obligations hereunder are personal and may not be transferred,assigned or subcontracted without the prior, written consent of CDOT. Any attempt at assignment,transfer, subcontracting without such consent shall be void. All assignments, subcontracts, or Subcontractors approved by WELD COUNTY or CDOT are subject to all of the provisions hereof.WELD COUNTY shall be solely responsible for all aspects of subcontracting arrangements and performance. B. Binding Effect Except as otherwise provided in this Agreement, 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 Agreement are for convenience of reference only, and shall not be used to interpret,define,or limit its provisions. D. Counterparts This Agreement may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Agreement 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 affect whatsoever, unless embodied herein. Page I I of 23 F. Modification i.By the Parties Except as specifically provided in this Agreement, modifications of this Agreement shall not be effective unless agreed to in writing by both Parties in an amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law, State Fiscal Rules,and Office of the State Controller Policies,including,but not limited to, the policy entitled MODIFICATIONS OF CONTRACTS -TOOLS AND FORMS. ii. By Operation of Law This Agreement is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Agreement on the effective date of such change, as if fully set forth herein. G. Order of Precedence The provisions of this Agreement shall govern the relationship of the State and WELD COUNTY.In the event of conflicts or inconsistencies between this Agreement and its exhibits and attachments specifically including,but not limited to, those provided by WELD COUNTY, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Federal Laws and regulations, ii. Colorado Special Provisions, iii.The provisions of main body of this Agreement, iv.Exhibit A(Scope of Work), v. Exhibit B (Option Letter) vi.Other exhibits in descending order of their attachment. H. Severability Provided this Agreement can be executed and performance of the obligations of the Parties accomplished within its intent,the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof,provided that the Parties can continue to perform their obligations under this Agreement in accordance with its intent. I. Survival of Certain Agreement Terms Notwithstanding anything herein to the contrary,provisions of this Agreement requiring continued performance,compliance, or effect after termination hereof,shall survive such termination and shall be enforceable by the State if WELD COUNTY fails to perform or comply as required. J. Third Party Beneficiaries Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties and not to any third party. Any Services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement,and do not create any rights for such third parties. K. Waiver Waiver of any breach of a term,provision,or requirement of this Agreement or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term,provision or requirement,or of any other term, provision, or requirement. L. Indemnification—General If Local Agency is not a"public entity"within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101,et seq.,WELD COUNTY 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 Local Agency, or its employees,agents, Subcontractors or assignees pursuant to the terms of this Agreement. This clause is not applicable to a WELD COUNTY that is a"public entity" within the meaning of the Colorado Governmental Immunity Act,CRS §24-10-101, et seq. M. Jurisdiction and Venue All suits, actions,or proceedings related to this Agreement shall be held in the State of Colorado and exclusive venue shall be in the City and County of Denver. Page 12 of 23 N. Grant Assurances i. Since this grant contract involves the expenditure of federal funds,WELD COUNTY shall at all times during the execution of this contract strictly adhere to and comply with all applicable Federal and Colorado State laws,and their implementing regulations, as they currently exist and may hereafter be amended,which laws and regulations are incorporated herein by this reference as terms and conditions of this contract. WELD COUNTY shall also require compliance with such laws and regulations by Subcontractors under subcontracts permitted under this contract. Federal laws and regulations that may be applicable include The Uniform Administrative Requirements for Grants and Cooperative Contracts to State and Local Governments"(Common Rule),at 49 Code of Federal Regulations, Part 18,or the "Uniform Administrative Requirements for Grants and Contracts with Non-Profit Organizations", at 49 Code of Federal Regulations, Part 19, as applicable. The requirements of 49 CFR Part 18, or Part 19,include, without limitation: 1.) WELD COUNTY shall follow applicable procurement procedures,as required by section 18.36(d) or 19.40 2.) WELD COUNTY shall request and obtain prior Department approval of changes to any subcontracts in the manner, and to the extent required by, applicable provisions of section 18.30 or 19.25; 3.) WELD COUNTY shall comply with section 18.37 or 19.5 concerning any subgrants; 4.) to expedite Department approval,WELD COUNTY's attorney,or other authorized representative, shall also submit a letter to CDOT certifying WELD COUNTY compliance with section 18.30 or section 19.25 change order procedures,and with 18.36(d)or section 19.40 procurement procedures,and with section 18.37 or section 19.5 subgrant procedures, as applicable; 5.) WELD COUNTY shall incorporate the specific Contract provisions described in section 18.36(i)or section 19.48 (which are also deemed incorporated herein)into any subcontract(s)for such Services as terms and conditions of those subcontracts. ii. Title 23,United States Code,Part 112,and Title 23,Code of Federal Regulations, Part 172, if the Contract Work includes professional engineering or architectural Services. iii. Title 23, United States Code, Part 112,and Title 23, Code of Federal Regulations,Parts 633 and 635, if the Contract Work includes construction Services. iv. Provided,however, that to the extent that other applicable federal requirements(including the provisions of Title 23)are more specific than provisions of Title 49,Part 18 or 19,those requirements shall supersede such Part 18 or 19 provisions. v. Federal laws and regulations incorporated into this contract include,without limitation: a) Age Discrimination Act of 1975 42 U.S.C. Sections 6101,et seq. b) Age Discrimination in Employment Act of 1967 29 U.S.C. 621-634 c) Americans with Disabilities Act of 1990(ADA) 42 U.S.C. 12101, et Seq. d) Equal Pay Act of 1963 29 U.S.C. 206(d) e) Immigration Reform and Control Act of 1986 8 U.S.C. 1324(b) f) Section 504 of the Rehabilitation Act of 1973 29 U.S.C. 794 g) Title VI of the Civil Rights Act of 1964 42 U.S.C. 2000(d) h) Title VII of the Civil Rights Act of 1964 42 U.S.C. 2000(e) i) Title IX of the Education Amendment of 197220 U.S.C. 1681, et seq. j) Section 24-34-302, et seq.,Colorado Revised Statutes,as amended. vi. WELD COUNTY shall also comply with any and all laws and regulations prohibiting discrimination in the performance of WELD COUNTY's obligations under this contract. In consideration of and for the purpose of obtaining any and all Federal and/or Colorado State financial assistance,WELD COUNTY makes the following assurances,upon which CDOT relies: a) WELD COUNTY shall not discriminate against any person on the basis of race,color, national origin, age, sex, religion and handicap,including Acquired Immune Deficiency Syndrome (AIDS)or AIDS-related conditions, in performance of Work under this Contract. b) At all times during the performance of this contract,no qualified individual with a disability shall, by reason of such disability, be excluded from participation in,or denied benefits of the Page 13 of 23 service, programs, or activities performed by WELD COUNTY, or be subjected to any discrimination by WELD COUNTY. vii. WELD COUNTY shall take all necessary affirmative steps, as required by 45 C.F.R. 92.36(e), Colorado Executive Order,and Procurement Rules to assure that small and minority business and women's business enterprises are used,when possible, as sources of supplies,equipment, construction,and Services purchased under this contract. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 14 of 23 19. SPECIAL PROVISIONS The Special Provisions apply to all Agreements except where noted in italics. 1. CONTROLLER'S APPROVAL.CRS §24-30-202(1). This Agreement shall not be deemed valid until it has been approved by the Colorado State Controller or designee. 2.FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available. 3. GOVERNMENTAL IMMUNITY. No term or condition of this Agreement shall be construed or interpreted as a waiver,express or implied, of any of the immunities,rights,benefits,protections,or other provisions,of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq.,or the Federal Tort Claims Act,28 U.S.C. §§1346(b)and 2671 et seq., as applicable now or hereafter amended. 4.INDEPENDENT CONTRACTOR The Local Agency shall perform its duties hereunder as an independent contractor and not as an employee. Neither The Local Agency nor any agent or employee of The Local Agency shall be deemed to be an agent or employee of the State.The Local Agency 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 The Local Agency or any of its agents or employees. Unemployment insurance benefits shall be available to The Local Agency and its employees and agents only if such coverage is made available by The Local Agency or a third party.The Local Agency shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement.The Local Agency shall not have authorization,express or implied, to bind the State to any Agreement, liability or understanding,except as expressly set forth herein.The Local Agency shall(a)provide and keep in force workers'compensation and unemployment compensation insurance in the amounts required by law,(b) provide proof thereof when requested by the State, and(c)be solely responsible for its acts and those of its employees and agents. 5. COMPLIANCE WITH LAW. The Local Agency shall strictly comply with all applicable federal and State laws,rules,and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. 6.CHOICE OF LAW. Colorado law,and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. 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 Agreement,to the extent capable of execution. 7.BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void. 8. SOFTWARE PIRACY PROHIBITION.Governor's Executive Order D 002 00. State or other public funds payable under this Agreement shall not be used for the acquisition, operation,or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. The Local Agency hereby certifies and warrants that, during the term of this Agreement and any extensions,The Local Agency has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds.If the State determines that The Local Agency is in violation of this provision,the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. Page 15 of 23 9.EMPLOYEE FINANCIAL INTEREST.CRS §§24-18-201 and 24-50-507. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement.The Local Agency has no interest and shall not acquire any interest,direct or indirect,that would conflict in any manner or degree with the performance of the Local Agency's Services and the Local Agency shall not employ any person having such known interests. 10.VENDOR OFFSET.CRS §§24-30-202(1)and 24-30-202.4. [Not Applicable to intergovernmental agreements] Subject to CRS §24-30-202.4(3.5),the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a)unpaid child support debts or child support arrearages; (b) unpaid balances of tax,accrued interest, or other charges specified in CRS §39-21-101,et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d)amounts required to be paid to the Unemployment Compensation Fund; and(e)other unpaid debts owing to the State as a result of final agency determination or judicial action. 11.PUBLIC CONTRACTS FOR SERVICES.CRS §8-17.5-101. [Not Applicable to Agreements relating to the offer,issuance,or sale of securities, investment advisory services or fund management services, sponsored projects,intergovernmental Agreements,or information technology services or products and services]The Local Agency certifies, warrants,and agrees that it does not knowingly employ or contract with an illegal alien who shall perform work under this Agreement and shall confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement,through participation in the E-Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c),The Local Agency shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify to The Local Agency that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement.The Local Agency(a) shall not use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if The Local Agency has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this Agreement, (c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice,and(d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and Employment. If The Local Agency participates in the State program,The Local Agency shall deliver to the contracting State agency, Institution of Higher Education or political subdivision,a written,notarized affirmation,affirming that The Local Agency has examined the legal work status of such employee,and shall comply with all of the other requirements of the State program. If The Local Agency fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency,institution of higher education or political subdivision may terminate this Agreement for breach and,if so terminated,The Local Agency shall be liable for damages. 12.PUBLIC CONTRACTS WITH NATURAL PERSONS.CRS §24-76.5-101. The Local Agency,if a natural person eighteen (18) years of age or older,hereby swears and affirms under penalty of perjury that he or she(a)is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b)shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this Agreement. SPs Effective 1/1/09 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 16 of 23 20. SIGNATURE PAGE Contract Routing Number CMS: 10-HTD-17664/SAP PO#:291000882 THE PARTIES HERETO HAVE EXECUTED THIS INTERAGENCY AGREEMENT *Persons signing for The Local Agency hereby swear and affirm that they are authorized to act on The Local Agency's behalf and acknowledge that the State is relying on their representations to that effect. THE LOCAL AGENCY STATE OF COLORADO WELD COUNTY Bill Ritter,Jr.GOVERNOR Douglas Rademacher Colorado Department of Transportation By: 8 Russell George,Executive Director Name of Authorized Individual Title: Chair, Board of County CommissionersB . Y �yOp�ffifcial Title of Authorized Individual / jaignatubrir..-4S-re ate: l/ 40 MAY 2 6 2010 Date: 2nd The Local Agency Signature if Needed LEGAL REVIEW By: Barbara Kirkmeyer John W.Suthers,Attorney General Name of Authorized Individual 1 By.. .t C - � - C.- Title: Chair, Upper Front Range ignature- ssistantAttorneyGen / Official Title of Authorized Individual ( �(/�6t /LKl1t L!i,L�l Date: (Q - j -1a y/ * t azure Date: MAY 2 6 2010 ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Agreements.This Agreement is not valid until signed and dated below by the State Controller or delegate.The Local Agency is not authorized to begin performance until such time.If The Local Agency begins performing prior thereto,the State of Colorado is not obligated to pay The Local Agency for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER David J. Dermott,CPA By: Controller-Colorado Departm nt of Transporation //Date: b/1/0I` ' Page 17 of 23 O7C/C --//.35' EXHIBIT A-SCOPE OF WORK Colorado Department of Transportation Weld County-UFR Marketing & Education of Natural Gas CMAQ Scope Revised as of 4/7/10 Project Title (Use the same title as in your CMAQ Marketing and Education to Promote Natural Gas application.) Contact Information Elizabeth Relford or Janet Carter Agency Name Weld County Government Agency Address(include city,state, zip) PO Box 758, Greeley, CO 80632-0758 Program Manager Phone Number (970) 304-6497 Ext. 3748 Program Manager E-mail erelford@co.weld.co.usorjcarter@co.weld.co.us Program Manager Fax Number (970) 304-6497 Program Overview Summary The objective of this project is to provide public awareness on the environmental, economic and alternative energy benefits of using natural gas as an alternative transportation fuel. This will be achieved by implementing an individualized marketing program through website development, advertising, and conducting industry "target" meetings to educate specific agencies on converting existing vehicles and large fleets to compressed natural gas fuel or to purchase dedicated CNG vehicles. Program Overview Details Who is your key target audience? Local Governments (i.e., municipalities, school districts, etc.) and Large Industry Fleet Owners. Where will your project take place'? Weld County with primary efforts focused along the US 85 Corridor. What is the general time-frame of your project?(i.e during the school year;on- On-going throughout the year. going throughout the year,etc.) What are the key tasks of your project? Task 1: Develop and Administer Webpage/Webpresence A webpage will be created to educate local governments and commercial large fleet owners on the environmental, economic and alternative energy benefits of using natural gas as an alternative transportation fuel, and will include: o Weld County Smart Energy Plan o On-line survey o Educational and resource tools (Encana, Anadarko Et Noble Energy) o Resource links o Other content/tools as determined All materials will be updated and maintained throughout the term of the project. In tandem, Task 2: Develop and Maintain Marketing Materials The first part of this task will be developing concepts, messaging, branding, and outreach for the overall project. For those without internet access or others who simply prefer Page 18 of 23 materials in-hand, hard copy materials will be created and available for distribution. These items will include: o Brochures o Advertising Other pieces as determined All digital and hard copy materials will be updated and maintained throughout the term of the project. Task 3: Target Meetings Since the "target" market is well defined for this project (businesses/companies/local governments with large fleets), the consultant will conduct four target meetings with these fleet- owners to educate on the benefits of natural gas as an alternative transportation fuel. Task 4: Report to CDOT Short-term and longer-term results will be tracked via fleet surveys, as described in the "Evaluation" section. These results will be submitted in a Project Evaluation Report, and to the CMAQ Reporter. Evaluation How will you evaluate the effectiveness Public awareness efforts will be directed to large fleet of your program? owners, such as local governments, including school districts, and commercial/industrial business owners. This project will focus on educating these "target" industries on the benefits of natural gas as an alternative transportation fuel, so through these marketing efforts at least three fleet vehicle conversions will occur. An on-line survey will be created to assess the status of existing fleets and determine if any of the fleet vehicles were converted to natural gas within 2010 and 2011. A hard copy of the same survey will be distributed at the target meetings. Using the surveys, the project will measure the number of vehicle conversions. The statistical significance and confidence intervals of the final project results will be determined based on the number of survey responses. Partnerships The existing partners of this effort include Noble Energy, Anadarko, Please list any organization that is a Encana, Upstate Colorado and Northern Colorado Clean Cities. pertinent partner with you in this project. Additional partners of the Weld County Natural Gas Coalition include: eleven communities along the US 85 Corridor, DCP Midstream, Fuel Tek, Conquest Companies, PDC, Weld County Garage, Hythane, Clean Energy, and AIMS Community College. Page 19 of 23 BUDGET: Year 1 TOTAL CMAQ Match Printing materials and general office supplies (surveys, brochures, etc.) $2,158 $1,787 $371 4-Target Meetings $2,000 $1,656 $344 Public Awareness (website development&advertising) $8,000 $5,795 $1,205 Total Su lies $12,158 $10,066 $2,092 o.wpa �'T" t(j,�n r__..v=z .!.,. mvvi R v.. w�fin_..._.. vli Upstate Colorado will manage the project and contract with other agencies as needed to accomplish the tasks. $12,000 $4,967 $1,033 Total Consultants/Subcontracts $12,000 $9,934 $2,066 1, ,._ :rmii,mgr r s fia 3 i„ +.. 3a R . 8 C t#+ r .r RC1 fir '�TiY 3 `:; Year 2 TOTAL CMAQ Match k Printing materials and general office supplies (surveys, brochures, etc.) $2,158 $1,787 $371 4 -Target Meetings $2,000 $1,656 $344 Public Awareness (website maintenance &advertising) $8,000 $5,795 $1,205 Total Supplies $12,158 $10,066 $2,092 3 S `C1r+ry 4�+�.3h e':E:.rr S -I t: 3 :{. I l "r j. s. 43 e: It. .. .. .3{. ._ r..... G I P� `:.r .v in a_S ...,, Upstate Colorado will manage the project and contract with other agencies as needed to accomplish the tasks. $12,000 $4,967 $1,033 Total Consultants/Subcontracts $12,000 $9,934 $2,066 y 2 # TWO YEAR TOTALS $48,316 $40,000 $8,316 Page 20 of 23 2010 2iii NIonuh V,r.iL Task: I ? 4 :; p s H I I: I i 1 s% G 3% 'b 10 11 I' Task 1: Develop and Administer Webpage --Develop 0 • --Administer O * * * * = * * * = * • Task 2:Develop and Maintain Marketing Materials --Develop O 0 0 0 • Maintain/Update 0 0 0 0 ' 00 0 0 0 0 ' ' 0 , 0 • Task 3:Target Meetings - Conference(s) 0 0 O 0 • Fleet conversion Survey --Develop O : 0 0 0 0 0 0 0 0 : 0 0 Z • --Administer 0 0 0 0 : 0 0 ' 0 0 : 0 = 0 • Reports 0 • Evaluation 0 Z ' * t * * * • Please list any issues regarding your timeframe that may be affected by season,budgeting,etc. (i.e.the project will be implemented in conjunction with a local convention;or,the project will be implemented during the school year,etc.) *Month"I"begins the month you receive your signed contract and letter to proceed from CDOT. Page 21 of 23 EXHIBIT B-OPTION LETTER[SAMPLE OPTION LETTER] Date: State Fiscal Year: Option Letter No. CLIN Routing# 1) OPTIONS: Choose all applicable options listed in §1 and in§2 and delete the rest. a.Option to renew only (for an additional term) b.Change in the amount of goods within current term c. Change in amount of goods in conjunction with renewal for additional term d.Level of service change within current term e. Level of service change in conjunction with renewal for additional term f. Option to initiate next phase of a contract 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. For use with Options 1(a-e): In accordance with Section(s) of the Original Contract routing number between the State of Colorado, Insert Name of Department or Higher Ed Institution , and Contractor's Name, the State hereby exercises its option for an additional term beginning Insert start date and ending on Insert ending date at a cost/price specified in Section , AND/OR an increase/decrease in the amount of goods/services at the same rate(s) as specified in Identify the Section, Schedule, Attachment, Exhibit etc. b. For use with Option 1(f), please use the following: In accordance with Section(s) of the Original Contract routing number between the State of Colorado, Insert Name of Department or Higher Ed Institution , and Contractor's Name, the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc for the term beginning Insert start date and ending on Insert ending date at the cost/price specified in Section c. For use with all Options 1(a-f):The amount of the current Fiscal Year contract value is increased/decreased by$ amount of change to a new contract value of Insert New$Amt to as consideration for services/goods ordered under the contract for the current fiscal year indicate Fiscal Year. The first sentence in Section is hereby modified accordingly. The total contract value including all previous amendments, option letters, etc. is Insert New$Amt. 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or whichever is later THE LOCAL AGENCY STATE OF COLORADO INSERT-Legal Name of the Local Agency By:INSERT-Name of Authorized Individual Bill Ritter,Jr.GOVERNOR Title: INSERT-Official Title of Authorized Individual Colorado Department of Transportation Russell George,Executive Director By:INSERT-Name&Title of Person Signing for Agency or *Signature IHE Date: Date: ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Contracts.This Contract is not valid until signed and dated below by the State Controller or delegate.Contractor is not authorized to begin performance until such time.If Contractor begins performing prior thereto,the State of Colorado is not obligated to pay Contractor for such performance or for any goods and/or services provided hereunder. 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