HomeMy WebLinkAbout20040293.tiff RESOLUTION
RE: APPROVE INTERGOVERNMENTAL GRANT AGREEMENT FOR 2004
TRANSPORTATION GRANT,SECTIONS 5310 AND 5311,AND AUTHORIZE CHAIR TO
SIGN - COLORADO DEPARTMENT OF TRANSPORTATION
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 an Intergovernmental Grant Agreement for
the 2004 Transportation Grant, Sections 5310 and 5311, 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 Human Services, and the Colorado Department of Transportation,with 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 Intergovernmental Grant Agreement for the 2004 Transportation Grant,
Sections 5310 and 5311,between the Countyof Weld,State of Colorado,byand through the Board
of County Commissioners of Weld County, on behalf of the Department of Human Services, 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 21st day of January, A.D., 2004.
BOARD OF COUNTY COMMISSIONERS
W- D COU TV,�CO�LORADO
ATTEST: n&I,41 - ' k.D
"��*�NII '� Robert D. Masden, Chair
Weld County Clerk to the Bbard
�/ /,`,47,4
; William H. Jerke, Pro-Tem
BY:
Deputy Clerk to the Board , EXCUSED
M. eile
APP AS • eu/f
��� David E. Long
ouh Attor ey EXCUSED
Glenn Vaad
Date of signature: //7
2004-0293
XI? 1112h HR0075
STATE OF COLORADO
Deportment of Transportation w
Transit Unit, 8606 lit I0T
4201 East Arkansas Avenue — _
Denver. CO 80222
DEPARTMENT OF IPANPON11TION
(303) 757-977]
(303) 757-9727 FAX
erie.t.ellis@clot.state.co.us
April 20, 2004
Ms. Patsy Drewer
Transit System Administrator
Weld County Division of Human Services Transportation Dept.
P.O. Box 1805
Greeley, CO 80632
Dear Ms,llrewirr: Aa/Sy I
Enclosed is a copy of the execute4,�004 5310 FTA contract between Weld County Division of
Human Services Transportation Dept. and the Co orado Department of Transportation.
Please note that the State has changed its reimbursement procedure for transit grantees. The date on
the first page of the Grant Agreement represents the effective date. This date is assigned by CDOT
and represents the date the Department Controller verified funds for the contract. Starting this
contract year, you may request reimbursements only for that portion of the month that you have an
effective contract; this is a departure from previous years. Please use the contract number(the
number beginning with "04-HTD-"and found in the upper right hand corner of page one) when
submitting reimbursement requests to CDOT. Please contact Matt Paswaters at 303-512-4525 with
any questions or concerns about reimbursements.
Please be sure to carefully review the entire Scope of Work (Exhibit A) page 18. This is the work
you are responsible for performing under the terms of the contract. This page also contains the
budget, which outlines the funding amount your agency is eligible to receive and the amount of local
match that must be provided.
Please all me at (303) 757-9771 with any questions or concerns.
Sin..1..: a.
v V
Eric Ellis,Transit Grants Coordinator
Enclosure
cc:file
a2ooy"-D�2
G GRANT AGREEMENT
THIS AGREEMENT,made this ) I day of 'Ayr F , 20Gf , by and between the
STATE OF COLORADO for the use and benefit of the DEPARTMENT OF TRANSPORTATION,
DIVISION OF TRANSPORTATION DEVELOPMENT, hereinafter referred to as the"State,"and
WELD COUNTY,DIVISION OF HUMAN SERVICES,P.O. Box 1805, GREELEY, CO 80632 , a
public body, hereinafter referred to as the "Grantee."
RECITALS
1. Authority exists in the Law and Funds have been budgeted, appropriated and otherwise made
available, and a sufficient unencumbered balance thereof remains available for encumbering and
subsequent payment of this agreement in Fund Code 40O Organization Code 9711 and 9756 ,
Appropriation Code 402 Program Code 5000,Function Code 1510 Object Code 5180 1 N, GBL Code
WX 83 and DD 34 Reporting Code 0510, FEIN Number 846000813 G Encumbered Amounts$52,500
and$13,200,The Catalog Federal Domestic Assistance number(CFDA)that relates to this contract in
relation audits is 20.513.
2. Required approval,clearance, and coordination has been accomplished from and with appropriate
agencies.
3. Section 5310,of 49 U.S.C. §§ 5301 et seq., as amended,hereinafter referred to as the "Act",
provides for capital grants to private nonprofit corporations, associations and certain public bodies for the
purpose of assisting them in providing transportation services to meet the special needs of both elderly and
disabled persons for whom mass transportation services are unavailable, insufficient or inappropriate.
4. The Grantee has proposed a project in the form of an application for funding under Section 5310 of
the Act, hereinafter referred to as the "Project."
5. Section 43-1-601, C.R.S. authorizes the State to take all steps and adopt all procedures necessary to
make and enter into such contracts as may be necessary for state application and administration of Section
5310 of the Act,being a grant program for the purpose of assisting nonprofit corporations and associations
and certain public bodies in making transportation services available to both elderly and disabled persons.
6. The Governor of the State of Colorado, in accordance with a request by the Federal Transit
Administration, hereinafter referred to as "FTA", has designated the Department of Transportation to
evaluate and select projects proposed by private nonprofit organizations and associations and certain public
bodies and to coordinate the grant applications.
7. The Grantee desires to and has the legal capacity and authority to contract with the State.
8. The Grantee possesses the necessary fiscal and managerial capability to implement and manage the
Project and utilize grant funds for public transportation needs of both elderly and disabled persons in the
State.
NOW,THEREFORE, it is hereby agreed that:
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SECTION 1. PURPOSE OF AGREEMENT.
The purpose of this Agreement is to state the terms, conditions, and mutual understandings of the parties as
to the manner in which the Project will be undertaken and completed. The terms and conditions of the
Project and the Act are incorporated herein by reference to the extent consistent herewith.
SECTION 2. ACCOMPLISHMENT OF THE PROJECT.
A.General Requirements. The Grantee shall commence, carry out, and complete the Project with all
practicable dispatch, in a sound, economical, and efficient manner, in accordance with the terms and
conditions of this Agreement,the terms and conditions of Exhibit A(Scope of Work and Conditions),
Exhibit B (Audit Requirements),Exhibit C (Security Agreement-if applicable), Exhibit D (Sample
Change Order Letter),Exhibit E (Sample Bilateral Change Order Letter), all which are incorporated herein
by this reference, and all applicable laws,regulations, and published policies. In general,the terms of the
U.S.Department of Transportation("USDOT")regulations, "Uniform Administrative Requirements for
Grants and Cooperative Agreements to State and Local Governments,"49 C.F.R. Part 18, are applicable.
The Grantee further agrees to follow the "Common Rule Guidelines for Recipients of FTA Funds", and the
applicable provisions of the most current"Master Agreement"between the FTA and the State, which are
incorporated herein by reference.
B.Application of Federal, State. and Local Laws and Regulations.
1. Pursuant to Federal. State, and Local Law. In performance of its obligations under this Agreement,
the Grantee shall comply with all applicable provisions of federal, state and local law. All limits or
standards set forth in this Agreement to be observed in the performance of the Project are minimum
requirements, and all more stringent State or local standards as outlined in the body of this Agreement shall
be applicable to the performance of the Project.
2. State or Local Law.Unless a federal statute or regulation preempts State or local law,nothing in
the Agreement shall require the Grantee to observe or enforce compliance with any provision thereof,
perform any other act, or do any other thing in contravention of any applicable State or local law; however,
if any of the provisions of the Agreement violate any applicable State or local law, or if compliance with
the provisions of the Agreement would require the Grantee to violate any applicable State or local law, the
Grantee agrees to notify the State immediately in writing in order that the State and the Grantee may make
appropriate arrangements to proceed with the Project as soon as possible.
C. Funds of the Grantee. Except as approved otherwise by the State, the Grantee agrees to complete all
proceedings necessary to provide the local share of the Project costs at or before the time that such funds
are needed to meet Project expenses.
D. Changed Conditions of Performance. The Grantee agrees to notify the State immediately of any
change in local conditions or any other event that may significantly affect its ability to perform the Project
in accordance with the terms of this Agreement. In addition, the Grantee agrees to notify the State
immediately of any decision pertaining to its conduct or litigation that may affect the State's interests in the
Project or the State's administration or enforcement of applicable Federal laws or regulations.Before the
Grantee names the State as a party to litigation for any reason,the Grantee agrees to inform the State.
E.No State Obligations to Third Parties. Absent the State's express written consent, and not withstanding
any concurrence by the State in or approval of the award of any contract of the Grantee(third party
contract)or subcontract of the Grantee(third party subcontract)or the solicitation thereof,the State shall
not be subject to any obligations or liabilities to third party contractors or third party subcontractors or any
other person not a party to this Agreement in connection with the performance of this Project.
F. Contract Changes. Any change in this Agreement shall be in the form of a written supplement signed
by the parties to this Agreement.
G.Pursuant to Applicable Regulations. The Project shall be performed by the Grantee pursuant to all
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applicable federal requirements, which shall be made available to the Grantee.
SECTION 3. PROJECT BUDGET AND LOCAL SHARE.
The Project budget shall be as set forth in Exhibit A, "Scope and Conditions. Except as permitted
otherwise by Federal law, the Grantee agrees to provide sufficient funds or approved in-kind resources,
together with the Federal financial assistance awarded herein,to assure payment of the actual cost of this
Project. The Grantee agrees that no local share funds will be derived from revenues obtained from using
the Project facilities, equipment or operations,nor shall other Federal funds be used except as otherwise
provided in Exhibit A. The Grantee agrees to complete all proceedings necessary to provide the local share
of the Project costs at or before the time those finds are needed to meet Project expenses.
SECTION 4.PAYMENTS,ALLOWABLE COSTS AND CLAIMS.
A.Requests for Payment. The requests for reimbursement for Payment of the Federal share of allowable
costs will be paid to the Grantee upon presentation of invoice(s)to the State through the date set forth in
Exhibit A of this Agreement.
B.Allowable Costs. The Grantee's expenditures will be reimbursed if they meet all requirements set forth
below:
1. Conform with the Project Description and the approved Project Budget and all other terms of
this Agreement;
2. Be necessary in order to accomplish the Project;
3. Be reasonable for the goods or services purchased;
4. Be actual net costs to the Grantee(i.e., the price paid minus any refunds,rebates, or other items
of value received by the Grantee that have the effect of reducing the cost actually incurred,
excluding Program Income);
5. Be incurred(and be for work performed) after the date of this Agreement;
6. Unless permitted otherwise by Federal statute or regulation, conform with Federal Guidelines or
regulations and Federal cost principles as set forth below:
(a)For Grantees that are governmental organizations,the standards of OMB Circular A-87,
Revised, "Cost Principles for State and Local Governments" apply.
(b)For Grantees that are private nonprofit organizations, the standards of OMB Circular
A-122,Revised, "Cost Principles for Nonprofit Organizations" apply.
(c)For Grantees that are private for-profit organizations, the standards of the Federal
Acquisition Regulation,48 C.F.R. Chapter 1, Subpart 31.2, "Contracts with Commercial
Organizations" apply.
7.Be satisfactorily documented; and
8.Be treated uniformly and consistently under accounting principles and procedures approved and
prescribed by FTA or the State for the Grantee, and those approved or prescribed by the Grantee
for its contractors.
C.Disallowable Costs. In determining the amount of Federal assistance FTA will provide,the State will
exclude:
1.Any Project costs incurred by the Grantee before the obligation date of this Agreement or
amendment thereof, whichever is later.
2. Any costs incurred by the Grantee that are not included in the Scope of Work.
3.Any cost incurred by the Grantee after the termination of this Agreement or amendment.
4.Any costs for goods or services received under a third party contract or other arrangement that
is required to be approved by the State but which has not been approved by the State.
D.Final Determination.The Grantee agrees that reimbursement of any cost under this Agreement does
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not constitute a final State decision about the validity of that cost and does not constitute a waiver.The
Grantee understands that the State will not make a final determination about the validity of any cost until
an audit of the Project has been completed. If the State determines that the Grantee is not entitled to
receive any part of the Federal funds requested,the State will notify the Grantee stating the reasons
therefor. Project closeout will not alter the Grantee's obligation to return any funds due to the State as a
result of later refunds, corrections or other transactions.Nor will Project closeout alter the State's right to
disallow costs and recover funds on the basis of a later audit or other review.Unless prohibited by law,the
State may recoup any Federal assistance funds made available under this Project as needed to satisfy any
outstanding monetary claims that the State may have against the Grantee. Exceptions pertaining to
disallowed costs are set forth in FTA directives or in other written Federal guidance.
E.Claims and Excess Payments.Upon notice by the State to the Grantee of specific amounts due, the
Grantee agrees to remit to the State promptly any amounts due for claims, excess payments, or disallowed
costs,including any interest due, in accordance with guidelines in the Master Agreement.
F.Deobligation of Funds.The State reserves the right to deobligate unexpended Federal funds before
Project closeout.
SECTION 5. CONFLICTS OF INTEREST AND ETHICS.
A.The Grantee and subgrantees or subcontractors permitted under the terms of this Agreement shall
maintain a written code of standards governing the performance of employees engaged in the award and
administration of agreements or contracts. No employee, officer or agent of the Grantee, subcontractor or
subgrantee shall participate in the selection, or in the award or administration of an agreement, contract or
subcontract supported by Federal funds if a conflict of interest,real or apparent, would be involved. Such
a conflict would arise when:
1) The employee, officer, or agent;
2) Any member of the employee's immediate family;
3) The employee's partner; or
4) An organization which employs, or about is to employ, any of the above,
has a financial or other interest in the firm selected for award. The Grantee's, contractor's, subcontractor's
or subgrantee's officers,employees or agents will neither solicit nor accept gratuities, favors, or anything
of monetary value from contractors,potential contractors or parties to sub-agreements.
B. Bonus or Commission.The Grantee warrants that it has not paid, and agrees not to pay, any bonus or
commission for the purpose of obtaining approval of its application for financial assistance for this Project.
C.Prohibition Against Use of Federal Funds for Lobbying.The Grantee agrees to refrain from using
Federal funds to support lobbying and to comply with the applicable provisions of 31 U.S.C. § 1352and
USDOT regulations, "New Restrictions on Lobbying," 49 C.F.R.Part 20.If the Grantee is receiving
$100,000 or more in Federal funds, it agrees it shall specifically certify compliance with these provisions
in a format provided by the State.
D.Enwlovee Political Activity. The terms of the"Hatch Act", 5 U.S.C. § 1501-1508, and Office of
Personnel Management regulations, "Political Activity of State and Local Officers or Employees," 5 C.F.R.
Part 151,apply to State and local agencies and their officers and employees to the extent covered by the
statute and regulations.The Hatch Act restricts the political activity of an individual principally employed
by a State or local executive agency in connection with a program financed in whole or in part by a Federal
loan, grant, or cooperative agreement.However,the Hatch Act does not apply to a non-supervisory
employee of a transit system(or of any other agency or entity performing related functions)receiving FTA
assistance to whom the Hatch Act is otherwise inapplicable.
E.False or Fraudulent Statements or Claimc.The Grantee acknowledges that should it make a false,
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fictitious, or fraudulent claim, statement, submission, or certification to the State in connection with this
Project, the State reserves the right to impose on the Grantee the penalties of 18 U.S.C. § 1001, 31 U.S.C.
§§ 3801 et seq., and 49 U.S.C. app. § 1607a(h), as the State deems appropriate.The terms of U.S. DOT
regulations, "Program Fraud Civil Remedies," 49 C.F.R.Part 31, apply to Project.
SECTION 6. ACCOUNTING RECORDS
A.Project Accounts. The Grantee agrees to establish and maintain for the Project either a separate set of
accounts, or accounts within the framework of an established accounting system, in a manner constant with
49 C.F.R. § 18.20, or OMB Circular A-133,Revised,whichever is applicable.
B.Finds Received or Made Available for the Project. Consistent with the provisions of 49 C.F.R. 18.21,
or OMB Circular A-133,Revised,whichever is applicable,the Grantee agrees to record in the Project
account, and deposit in a financial institution,Project payments received by it from the State pursuant to
this Agreement and all other funds provided for, accruing to, or otherwise received on account of the
Project(Project Funds). The Grantee is encouraged to use financial institutions that are owned at least 50
percent by minority group members.
C.Documentation of Project Costs.All allowable costs charged to the Project,including any approved
services contributed by the Grantee or others, shall be supported by properly executed payrolls,time
records, invoices, contracts, or vouchers detailing the nature of the charges. The Grantee also agrees to
maintain accurate records of all Program Income derived from Project implementation;this requirement,
however, does not apply to income of the Grantee that is determined by the State to be private.
D. Checks, Orders, and Vouchers.The Grantee agrees to refrain from drawing checks or orders for goods
or services to be charged against the Project account until it has on file in its office a properly signed
voucher detailing the purpose of the expenditure.The Grantee also agrees that all checks,payrolls, •
invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the
Project shall be clearly identified,readily accessible, and to the extent feasible,kept separate from
documents not pertaining to the Project.
SECTION 7.REPORTING,RECORD RETENTION AND ACCESS
A. Record Retention.During the course of the Project and for three years thereafter,the Grantee agrees to
retain intact and to provide any data,documents,reports,records,contracts,and supporting materials
relating to the Project as the State may require.Reporting and record-keeping requirements for
governmental recipients are set forth in 49 C.F.R.Part 18.Reporting and record-keeping requirements for
private non-profit and for-profit recipients, are set forth in OMB Circular A-110.Project closeout does not
alter these requirements.
B.Access to Records.Upon request,the Grantee agrees to permit the Secretary of Transportation and the
Comptroller General of the United States, or their authorized representatives,to inspect all Project work,
materials,payrolls, and other data, and to audit the books,records,and accounts of the Grantee and its
subcontractors pertaining to the project.The Grantee agrees to require each third party contractor whose
contract award is not based on competitive bidding procedures as defined by the State to permit the
inspection of all work,materials,payrolls, and other data, and records involving the contract, and to audit
the books,records,and accounts involving the contract as it affects the Project.
C.Reporting. During the term of this Project, except as provided in(5)below,the Grantee shall submit
requests for reimbursements to the State in accordance with the requirements of this Section and with
detailed written instructions provided by the State.
1. Reports shall be submitted on forms provided to the Grantee by the State.
2.Reports shall be fully completed through the period for reimbursement eligibility as stated in
Exhibit A and include at least the following elements:
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a. Eligible Project costs indicating the line items that correspond to the budget for the Project.
b. Operating and financial data.
c. An annual certification of Project equipment if capital equipment was purchased as part of this
Agreement.
3. Requests for reimbursement for Project costs will be paid to the Grantee after presentation of
invoice(s)to the State for eligible costs through the date set forth in Exhibit A.
4. All requests for reimbursement shall be submitted no later than 60 days following the incurrence
of reimbursable cost for the term of the Project, except as otherwise provided herein or in Exhibit A. If
reports and request for reimbursements are not submitted within these times periods the Grantee shall be
considered in violation of the Agreement and subject to nonpayment of the requested cost or termination of
the Project as outlined in Section 9 of this Contract and may be denied future grant awards, at the
discretion of the State.
5.Notwithstanding any prior termination of this Agreement under Section 9 of this Agreement,if
capital equipment is purchased under this Agreement,the Grantee shall continue to provide the annual
certification of Project equipment as above in which there is a federal interest in the equipment, as
determined by the State.
6.The Grantee agrees to provide any other reports the State may require.
D.Project Closeout.Project closeout does not alter these reporting and record retention requirements.
SECTION 8.AUDIT AND CLOSEOUT
A. Standard Audit Requirements.The Grantee must perform timely audits and provide the State with the
results of such audits, as required by the applicable provisions of OMB circular A-133,which is
incorporated herein by reference. Such audits shall test compliance with the items specified in Exhibit B
and shall be completed by the Grantee if it is a State or local government,Indian Tribal government or
private nonprofit organization.Pursuant to the FTA criteria,FTA or the State may waive the OMB
Circular A-133 audit requirement or substitute a requirement of a grant audit performed in accordance with
the Comptroller General Standards. All grantee audit reports must be submitted to the State within 30 days
of their issuance, and not later than one year after the termination of this Agreement.
B. Additional Audits. The Grantee is responsible for obtaining any other audits required by FTA or the
State.Project closeout will not alter the Grantees audit responsibilities.
C. Audit Costs. Audit costs for Project administration and management are allowable Project costs to the
extent authorized by OMB Circular A-87,Revised,OMB Circular A-21,Revised,or OMB Circular A122,
Revised, as may be applicable.
D. Project Closeout. Project closeout occurs when the contract expires, as set forth in Exhibit A, and the
State has forwarded the final payment to the Grantee.The Grantee agrees that Project closeout does not
invalidate any continuing obligations imposed on the Grantee by this Agreement.
SECTION 9.TERMINATION.
A.Termination by own terms.This Agreement will terminate by its own terms as set forth in Exhibit A.
B.For Convenience.Either party may rescind this Agreement and terminate the Project if either party
believes that the continuation of the Project would not produce beneficial results commensurate with the
further expenditure of funds.
C.For Cause. If,through any cause,the Grantee shall fail to fulfill, in a timely and proper manner, its
obligations under this Agreement, or if the Grantee has violated the terms of this Agreement, or if the State
determines the purposes of the statute under which the Project was authorized would not be adequately
served by continuation of Federal financial assistance for the Project,the State shall thereupon have the
right to terminate this Agreement for cause by giving notice to the Grantee of its intent to terminate and at
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least ten(10) days opportunity to cure the default or show cause why termination is otherwise not
appropriate. Any failure to make reasonable progress of the Project or other violation of the Agreement
that significantly endangers substantial performance of the Project shall provide sufficient grounds for the
State to terminate this Agreement. In general, termination of any financial assistance under this Agreement
will not invalidate obligations properly incurred by the Grantee and concurred in by the State before the
termination date, to the extent those obligations cannot be canceled.However, if the State determines that
the Grantee has willfully misused Federal assistance funds by failing to make adequate progress, failing to
make reasonable use of the Project real property, facilities, or equipment, or failing to adhere to the terms
of this Agreement, the State reserves the right to require the Grantee to refund the entire amount of Federal
funds provided under this Agreement or any lesser amount as may be determined by the State.
D.Action upon Termination.Upon termination of this Agreement and the Project under the provisions of
paragraph A,B or C of this Section,the Grantee agrees to return all Project equipment purchased with
Project funds as directed by the State for disposition. The Grantee will also be subject to the provisions of
Exhibit C, Security Agreement,where applicable.
SECTION 10.REAL PROPERTY,EQUIPMENT AND SUPPLIES.
A.Use of Project Equipment.Where appropriate,the Grantee agrees that Project real property,
equipment, and supplies shall be used for the provision of transit services for the duration of their useful
life, as determined by the State. Should the Grantee unreasonably delay or fail to use Project real property,
equipment, or supplies during their useful life,the Grantee agrees that the State may require the Grantee to
return the entire amount of the Federal assistance expended on that real property, equipment, or supplies.
The Grantee further agrees to notify the State immediately when any Project real property or equipment is
withdrawn from use in transit service or when real property is used in a manner substantially different from
the representations made by the Grantee in its Application or the text of Exhibit A, "Scope of Work and
Conditions".
B. General Requirements. A Grantee that is a governmental entity agrees to comply with the property
management standards of 49 C.F.R. § 18.3 1, 18.32 and 18.34, including any amendments thereto, and
other applicable guidelines or regulations that the State may issue. A Grantee that is not a governmental
entity agrees to comply with OMB Circular A-110,Revised, as may be amended, and other applicable
guidelines or regulations that the State may issue. Exceptions to these requirements of 49 C.F.R.§ §18.31,
18 .32 and 18.83, and to OMB Circular A-110,Revised,must be specifically approved by the State.
C.Definition of Project Equipment.Project equipment shall include any equipment item with a unit cost
of$1,000 or more and a useful life exceeding one year.
D.Maintenance of Project Equipment. The Grantee agrees that Project equipment shall be maintained in
good operating order, and in accordance with any guidelines, directives, or regulations that FTA or the
State may issue.
E.Title to Project Equipment. Title to Project equipment shall be in the Grantees name and shall be
subject to the restrictions on use and disposition of the Project equipment set forth herein.The State shall
retain physical possession of said title until there is no longer any Federal interest in the Project equipment.
The State shall place a lien on the Project equipment in the amount of the Federal share of the Project, as
set forth in Exhibit A,and shall maintain such lien until there is no longer any Federal interest in the
Project equipment or until disposition of the equipment,which ever comes first. The Grantee shall comply
with the provisions of the Security Agreement set forth in Exhibit C.
SECTION 11.ENCUMBRANCE OF PROJECT PROPERTY.
A.Unless expressly authorized in writing by the State,the Grantee agrees to refrain from:
1. Executing any transfer of title,lease,lien,pledge,mortgage, encumbrance, contract, grant
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anticipation note, alienation, or other obligation that in any way would affect the Federal interest in any
Project real property or equipment which Grantee owns, or
2. Obligating itself in any manner to any third party with respect to Project real property or equipment
which Grantee owns.
B.The Grantee agrees to refrain from taking any action or acting in a manner that would adversely affect
the Federal interest or impair the Grantee's continuing control over the use of Project real property or
equipment,which Grantee owns.
SECTION 12.INSURANCE.
A. The Grantee shall obtain, and maintain at all times during the term of this agreement, and to require
subcontractors and sub recipients to carry, insurance in the following kinds and amounts:
1)Standard Worker's Compensation and Employer Liability as required by State statute, including
occupational disease, covering all employee on or off the work site, acting within the course of their
employment.
2) General,Personal Injury,and Automobile Liability(including bodily injury, personal injury,
and property damage)minimum coverage:
a)Combined single limit of$600,000 if written on an occurrence basis.
b)Any aggregate limit will not be less than$1,000,000.
c) Combined single limit of$600,000 for policies written on a claims-made basis. The
policy shall include an endorsement, certificate, or other evidence that coverage
extends two years beyond the performance period of the agreement.
d) If any aggregate limits are reduced below$600,000 because of the claims made or paid
during the required policy period,the Grantee shall immediately obtain additional
insurance to restore the full aggregate limit and furnish a certificate or other document
showing compliance with this provision.
B. The State of Colorado shall be named as additional insured on all liability policies.
C. The insurance shall include provisions preventing cancellation without 60 days prior notice to the State
by certified mail.
D. The Grantee shall provide certificates showing adequate insurance coverage to the State within 7
working days of award or contract execution,unless otherwise provided.
E. If the Grantee is a"public entity"within the meaning of the Colorado Governmental Immunity Act,
CRS 24-10-101, et seq. ("Act"),the Grantee shall at all times during the term of this agreement maintain
such liability insurance,by commercial policy or self-insurance, as is necessary to meet its liabilities under
the Act. Upon request by the State, the Grantee shall show proof of such insurance.
F. Proof of insurance is also required where appropriate the Grantee agrees to comply with the flood
insurance purchase requirements of section 102(a) of the Flood Disaster Protection Act of 1973,42 U.S.C.
Section 4012(a),with respect to any Project activity involving construction or acquisition.
SECTION 13.PROCUREMENT.
A.Federal and State Procurement Standards. The Grantee agrees that all purchases financed in whole or
in part pursuant to this Agreement by the State or the Grantee,will be in accordance with Colorado
Department of Transportation guidelines, applicable State law, and the standards set forth in 49 C.F.R.
Part 18 or OMB Circular A-102, as may be applicable, and with any supplementary directives or
regulations including FTA Circular 4220. 1B, and any revisions thereof, as may be applicable.The
Grantee agrees to use Project funds for capital equipment only as described in Exhibit A, "Scope of Work
and Special Conditions".
B. Exclusionary or Discriminatory Specifications.Apart from inconsistent requirements imposed by
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Federal statute or regulations,the Grantee agree that it will comply with the requirements of 49 U.S.C. §
5323(h)(2)by refraining from using any Federal assistance awarded by the State to support procurements
using exclusionary or discriminatory specifications.
C.Geographic Restrictions.The Grantee agrees to refrain from using state or local geographic
preferences, except those expressly mandated or encouraged by Federal statute, and as permitted by FTA.
D.Award to Other Than the Lowest Bidder. In accordance with 49 U.S.C. § 5626(c),the Grantee may
award a third party contract to other than the lowest bidder in connection with the procurement when such
award furthers objectives consistent with the purposes of 49 U.S.C. Chapter 53 and any implementing
regulations, circulars, manuals, or other guidance FTA may issue.
E.Ineligible Bidders.Unless otherwise permitted by the FTA or State,the Grantee shall refrain from
awarding any third party contract to a party included in the U.S. General Services Administration's list of
Parties Excluded from Federal Procurement or Non-procurement Programs. Before entering into any third
party contract exceeding$100,000,the Grantee agrees to obtain a debarment and suspension certification
from each such third party contractor and provide the State(if requested) a copy of such certification.
F.Buy America.For any purchase utilizing FTA funds and exceeding a threshold cost of$100,000,the
Grantee must comply with 40 U.S.C. § 5323 (j),PTA's Buy America regulations at 49 C.F.R.Part 661, as
may be amended, and any implementing guidance issued by FTA with respect to any third party contract
financed under this Agreement.
G. Cargo Preference-Use of United States -Flag Vessels. Pursuant to regulations published at 46 C.F.R.
Part 381, the Grantee shall obtain from the State appropriate references and clauses to be inserted in all
contracts it awards in which equipment,materials or commodities may be transported by ocean vessel in
carrying out the Project.
H. Bus Testing.To the extent applicable,the Grantee agrees to comply with FTA regulations, "Bus
Testing," 49 C.F.R.Part 663, and any revisions thereto.
I.Pre-award and Post-delivery Audit.To the extent applicable, the Grantee agrees to comply with FTA
regulations "Pre-Award and Post-Delivery Audits of Rolling Stock Purchases," 49 C.F.R. Part 663, and
any revisions thereto.
J.False or Fraudulent Statements and Claims. The Grantee acknowledges and agrees that by signing this
agreement it certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or
may make pertaining to the statements contained in its application for funding. In addition to other
penalties that may be applicable,the Grantee also acknowledges that if it makes a false, fictitious, or
fraudulent claim, statement, submission, or certification, the State reserves the right to impose the penalties
of the Program Fraud Civil Remedies Act of 1986, as amended, on the Grantee to the extent the State
deems appropriate.
K, Settlement of Third Party Contract Disputes or Breaches.The term third-party contract, as used in this
Agreement,is defined as a contract between the Grantee and any subcontractor from which the Grantee
has procured a good and/or service from the subcontractor through written agreement.The State has a
vested interest in the settlement of disputes,defaults, or breaches involving any federally-assisted third
party contracts.The State retains the right to a proportionate share,based on the percentage of the Federal
share committed to the Project, of any proceeds derived from any third party recovery.Therefore,the
Grantee shall avail itself of all legal rights available under any third party contract.The Grantee shall notify
the State of any current or prospective litigation or major disputed claim pertaining to any third party
contract.The State reserves the right to concur in any coiupiomise or settlement of the Grantee's claim(s)
involving any third party contract,before making federal assistance available to support that settlement If
the third party contract contains a liquidated damages provision, any liquidated damages recovered shall be
credited to the Project account involved unless the State permits otherwise.
9
SECTION 14. PATENT RIGHTS.
If any invention, improvement, or discovery of the Grantee or any of its subcontractors or subgrantees is
conceived or first actually reduced to practice in the course of, or under this Project, and if such is
patentable,the Grantee shall notify the State immediately and provide a detailed written report. The rights
and responsibilities of the Grantee,third party contractors and the State with respect to such invention,
improvement or discovery will be determined in accordance with applicable federal laws and regulations in
existence on the date of execution of this Agreement which define contractor title,right to elect title,
federal government"march in"rights, and the scope of the federal government's right to a nonexclusive,
irrevocable,paid-up license to use the subject invention for its own. The Grantee shall include the
requirements of this paragraph in its third party contracts for the performance of the Project.
SECTION 15.RIGHTS IN DATA AND COPYRIGHT.
Except for its own internal use,the Grantee shall not publish or reproduce any data/information,in whole
or part,that is recorded in any form or medium whatsoever and that is delivered or specified to be
delivered under this Agreement,nor may it authorized or permit others to do so, without the written
consent of the federal government,through the State,until such time as the federal government may have
released such data/information to the public.
As authorized by 49 C.F.R. § 18.34,the federal government,through the State, reserves a royalty-free,
nonexclusive, and irrevocable license to reproduce,publish or otherwise use, and to authorize the State and
others to use: a)any work developed under this Agreement or a resulting third party contract irrespective
of whether or not it is copyrighted; and b) any rights of copyright to which a Grantee, subgrantee, sub-
recipient or third party contractor purchases ownership with federal assistance.
SECTION 16. CIVIL RIGHTS
A.Prohibitions Against Discrimination in Federal Programs.The grantee agrees to comply with and
assure the compliance by its third party contractors and subcontractors under this Project,with all
requirements of Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d;49 U.S.C. 5332; and USDOT
regulations,Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-
Effectuation of Title VI of the Civil Rights Act,49 C.F.R.Part 21, and any implementing requirements
FTA may issue.
B.Equal Employment Opportunity. The following requirements apply to the Project:
(1)In implementing the Project, the Grantee may not discriminate against any employee or applicant
for employment because of race, color, creed, sex, disability, age,or national origin.The Grantee agrees to
take affirmative action to ensure that applicants are employed, and that employees are treated during
employment,without regard to their race, color, creed, sex, disability, age, or national origin. Such action
shall include,but not be limited to,the following: employment,upgrading,demotion or transfer,
recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of compensation;
and selection for training,including apprenticeship. The Grantee shall insert the foregoing provisions
(modified only to show the particular contractual relationship)in all its third party contracts for Project
implementation, except contracts for standard commercial supplies or raw materials and construction
contracts, and shall require all such contractors to insert a similar provision in all subcontracts, except
subcontracts for standard commercial supplies or raw materials.
(2)If, as a condition of assistance,the Grantee has submitted and the State and FTA has approved, an
equal employment opportunity program that the Grantee agrees to carry out, such program is incorporated
into this Agreement by reference. Such program shall be treated as a contractual obligation; and failure to
10
carry out the terms of that equal employment opportunity program shall be treated as a violation of this
Agreement. Upon notification to the Grantee of its failure to carry out the approved program,the State and
FTA will impose such remedies as they may deem appropriate,which remedies may include termination of
financial assistance as set forth in Section 9 of this Agreement or other measures that may affect the ability
of the Grantee to obtain future financial assistance under the Federal Transit Act, as amended; Title 23,
United States Code(Highways), or the Intermodal Surface Transportation Efficiency Act of 1991,Pub.L.
102-240.
C.Disadvantaged Business Enterprises.The Grantee agrees to facilitate participation of disadvantaged
business enterprises (DBEs) as follows:
(1)The Grantee agrees to comply with current USDOT regulations at 49 C.F.R.Part 23 and Part 26,
including any amendments that may be issued during the term of this Agreement.
(2)The Grantee agrees that it will not discriminate on the basis of race, color,national origin, or sex,
in the award and performance of any USDOT assisted contract.The Grantee agrees to take all necessary
and reasonable steps under 49 C.F.R.Part 23 to ensure that eligible DBEs have the maximum feasible
opportunity to participate in USDOT assisted contracts.The Grantee's DBE program,if required by 49
C.F.R. Part 23 and as approved by the USDOT,is incorporated by reference in this Agreement.
Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a
violation of this Agreement. Upon notification to the Grantee of its failure to carry out its approved
program, the USDOT may impose sanctions as provided for under 49 C.F.R.Part 23.
(3)The Grantee agrees to include the following clause in all agreements between the Grantee and
Sub recipients and in all third party contracts assisted by the FTA between the Grantee or sub recipients
and third part contractors:
The(Contractor, Sub-recipient, or Subcontractor)shall not discriminate on the basis of race, color,
national origin, or sex in the performance of this (contract or agreement). The recipients of 49 C.F.R.Part
23 and Part 26 and the grantee's USDOT-approved Disadvantaged Business Enterprise DBE)Program
(where required) are incorporated in this (contract or agreement)by reference. Failure by the(Contractor,
Sub recipient, or Subcontractor) to carry out these requirements is material breach of this (contract or
agreement), which may result in the termination of this (contract or agreement or such other remedy as(the
Grantee)deems appropriate.
(4)The Grantee agrees to treat lessees as follows:
(a)The Grantee agrees not to exclude DBEs from participation in business opportunities by
entering into long-term, exclusive agreements with non-DBEs for the operation of major
transportation-related activities for the provision of good and services to the facility or to the
public on the facility.
(b)Except as provided in this Section,the Grantee agrees to include lessees in its affirmative
action programs.The requirements of 49 C.F.R Part 23,do not apply to lessees,except for the
requirement that lessees avoid discrimination against DBEs.
D.Access Requirements for Individuals with Disabilities.The Grantee agrees to comply with,and require
that any sub-recipient,or third party contractor under this Project comply with all applicable requirements
of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. § 12101 et seq.; section 504 of the
Rehabilitation Act of 1973, as amended,29 U.S.C. § 794; and the following Federal regulations including
any amendments thereto:
1.USDOT regulations, "Transportation Services for Individuals with Disabilities (ADA),"
49 C.F.R.Part 37;
2.USDOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,"49 C.D.R.Part 27;
3.USDOT regulations, "Americans With Disabilities (ADA)Accessibility Specifications for
Transportation Vehicles," 49 C.F.R. Part 38;
4.Department of Justice (DOD regulations, "Nondiscrimination on the Basis of Disability in State
11
and Local Government Services," 28 C.F.R.Part 35;
5.DOJ Regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and
in Commercial Facilities," 28 C.F.R. Part 36;
6. General Services Administration regulations, "Construction and Alteration of Public Buildings,"
"Accommodations for the Physically Handicapped," 41 C.F.R.Part 101-19;
7. Equal Employment Opportunity Commission(EEOC) "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630;
8.Federal Communications Commission regulations, "Telecommunications Relay Services and
Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R Part 64,
Subpart F
9. FTA regulations, "Transportation for Elderly/Handicapped Persons," 49 C.F.R. Part 609
10. Any implementing requirements FTA may issue.
SECTION 17.ENVIRONMENTAL AND RESOURCE CONSERVATION REOUIREMENTS.
The Grantee recognizes that many Federal and State statutes imposing environmental,resource
conservation, and energy requirements may apply to the Project. Some,but not all, of the major federal
laws that may affect the Project include: the National Environmental Policy Act of 1969,42 U.S.C.
§ 4321 et seq., the Clean Air Act, as amended,42 U.S.C. § 7401 et seq, and scattered sections of 29
U.S.C.;the Clean Water Act, as amended, scattered sections of 33 U.S.C. and 12 U.S.C.,the Resource
Conservation and Recovery Act, as amended,42 U.S.C. § 6901 et seq.; and the Comprehensive
Environmental Response, Compensation, and Liability Act, as amended,42 U.S.C. § 6901 et seq.The
Grantee also recognizes that the Environmental Protection Agency(EPA),the Federal Highway
Administration(FHWA) and other agencies of the Federal Government have issued and are expected in
the future to issue requirements in the form of regulations, guidelines, standards; orders, or other directives
that may effect the Project. Accordingly, the Grantee agrees to adhere to, and impose on its sub recipients,
any such Federal requirements, as the Government may now or in the future promulgate. Listed below are
requirements of particular concern to the FTA. The Grantee expressly understands that this list does not
constitute the Grantee's entire obligation to meet Federal requirements.
A.Air Quality. The Grantee agrees to comply with applicable requirements for EPA regulations,
"Conformity to State or Federal Implementation Plans of Transportation Plans,Programs, and Projects
Developed, Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act, "40 C.F.R,Part 51,
Subpart T,and"Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40
C.F.R.Part 93.To support the requisite air quality conformity finding for the Project, the Grantee agrees to
implement each air quality mitigation and control measure incorporated in the Project.The Grantee agrees
that any Project identified in an applicable State Implementation Plan(SIP) as a Transportation Control
Measure,will be wholly consistent with the description of the design concept and scope of the Project set
forth in the SIP.EPA also imposes requirements pertaining to the Clean Air, as amended,that may apply
to transit operators,particularly operators of large transit bus fleets. Thus,the Grantee should be aware that
the following EPA regulations, among others,may apply to its Project: "Control of Air Pollution From
Motor Vehicles and Motor Vehicle Engines," C.F.R.Part 85; "Control of Air Pollution From New and
In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines: Certification and Test Procedures,"
40 C.F.R.Part 86; and"Fuel Economy of Motor Vehicles,"40 C.F.R.Part 600.
B.Energy Conservation. The Grantee and its third party contractors shall comply with mandatory
Standards and policies relating to energy efficiency that are contained in applicable State energy
conservation plans issued in compliance with the Energy Policy and Conservation Act 42 U.S.C.
§ 6321 et seq.
12
L
SECTION 18.PRIVACY.
To the extent that the Grantee,its third party contractors or their employees administer any system of
records on behalf of the Federal Government, the Grantee agrees to comply with, and assures the
compliance of each affected third party contractor, with the information restrictions and other applicable
requirements of the Privacy Act of 1974, 5 U.S.C. 442 (the Privacy Act). Specifically:
A.Consent of Federal Government. The Grantee agrees to obtain the express consent of the Federal
Government before it or its third party contractors, or any of their employees, operates a system of records
on behalf of the Federal Government.
B.Acknowledgment of Civil and Criminal Penalties.The Grantee acknowledges that the requirements of
the Privacy Act,including the civil and criminal penalties for violations of the Privacy Act apply to those
individuals administering a system of records for the Federal government under this Project, and that
failure to comply with the Privacy Act may result in termination of this Agreement.
SECTION 19.DRUG AND ALCOHOL ABUSE.
The Grantee,if Section 5311 funds recipient, agrees to comply with USDOT regulations, "Drug-Free
Workplace Requirements(Grants)," 49 C.F.R. Part 29, Subpart F.To the extent the Grantee or any third
party contractor, or their employees,perform a safety sensitive function under the Project, the Grantee
agrees to comply with, and assures the compliance of each affected third party contractor and their
employees,with 49 U.S.C. § § 5331, and FTA regulations, "Prevention of Prohibited Drug Use in Transit
Operations,"49 CFR Part 655.
SECTION 20. SEVERABILITY.
To the extent that this Agreement may be executed and performance of the obligations of the parties may
be accomplished within the intent of the Agreement, the terms of this Agreement are severable, and should
any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or
failure shall not affect the validity of any other term or provision hereof.
SECTION 21.SCHOOL BUS OPERATIONS.
Pursuant to 49 U.S.C. 5323(f) and 49 CFR Part 605, grantees and their sub recipients of FTA assistance
may not engage in school bus operations exclusively for the transportation of student and school personnel
in competition with private school bus operators unless qualified under specified exemptions. When
operating exclusive school bus service under an allowable exemption, grantees and their sub recipients
may not use federally funded equipment,vehicles or facilities.
SECTION 22.LABOR PROTECTION.
The Grantee, if a recipient of finds from Section 5311, agrees to comply with the terms and conditions of
the Section 13(c) special warranty for the Section 5311 program agreed to by the Secretaries of
Transportation and Labor dated May 31, 1979, and the procedures implemented by the Department of
Labor or any revision thereto.
SECTION 23. CHARTER SERVICE OPERATIONS
Grantee agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that grantees and
their sub recipients of FTA assistance are prohibited from providing charter service using federally funded
13
equipment or facilities if there is at least one private charter operator willing and able to provide the
service, except under one of the exceptions at 49 CFR 604.9 Any charter service provided under one of the
exceptions must be"incidental," i.e. it must not interfere with or detract from the provisions of mass
transportation.
SECTION 24 CHANGE ORDERS.
Bilateral changes within the general scope of the agreement, as defined in Exhibit A,maybe executed
using the change order letter process described in this paragraph and a form substantially equivalent to the
sample change order letter attached as Exhibit E for any of the following reasons.
1. Where the agreed changes to the specifications which result in an adjustment to the price, delivery
schedule or time of performance.
2. Where the agreed changes result in no adjustment to the price, delivery schedule or time of
performance. The change order shall contain a mutual release of claims for adjustment of price, schedules
or time of performance.
3. Where the changes to the agreement are priced based on the unit prices to be paid for the goods and/or
services established in the agreement.
4. Where the changes to the agreement are priced equal to or less than established catalog generally
extended to the public or on prices or rates set by law or regulation.
Other bilateral modifications not within the terms of this paragraph must be executed by formal
amendment to the agreement, approved in accordance with state law.
SECTION 25. OPTION PROVISIONS.
The state may require continued performance for a period not to exceed one year for any services at the
rates and terms specified in the agreement. The State may exercise the option by written notice to the
Grantee within 30 days prior to the end of the current agreement term in a form substantially equivalent to
Exhibit D.
If the State exercises this option,the extended agreement will be considered to include this option
provision. The total duration of this agreement, including the exercise of any options under this clause,
shall not exceed three (3)years.
SECTION 26.MISCELLANEOUS.
A. The Grantee agrees to take appropriate measures necessary to ensure compliance by all third party
contractors and other entities participating in the Project with those Federal requirements applicable to
their performance in the Project. Grantee shall include in all third party subcontracts entered into pursuant
to this Agreement the above Sections which are so indicated therein, using a format suggested by the State.
The Grantee shall notify the State of all third party contracts using Project funds.In addition,the Grantee
shall include the following provisions in any advertisement or invitation to bid for any procurement under
this Agreement:
14
Statement of Financial Assistance
This contract is subject to a financial assistance agreement between
the State of Colorado, the U.S. Department of Transportation,
and the Federal Transit Administration
B.The Grantee warrants that it has the lawful authority to enter into this Agreement, and that it has taken
all actions and complied with all procedures necessary to execute the authority lawfully in entering this
Agreement, and that the undersigned signatory for the Grantee has been lawfully delegated the authority to
sign this Agreement on behalf of the Grantee.
C.Remedies for Grantee's failure to comply with any federal or state laws or regulations specified herein
shall be limited to the remedies specified in such laws and regulations together with the remedies stated in
this Agreement.
D.This agreement is intended solely to fund the Project proposed by Grantee and to define the rights and
responsibilities between the parties with respect to such funding.This Agreement is not intended to create
any third party rights nor are third parties entitled to rely upon any provision.
E.This Agreement is subject to and contingent upon sufficient funds being appropriated,budgeted or
otherwise made available to Grantee for purposes of meeting all or any portion of Grantee's obligations
hereunder.
15
Section 27. Special Provisions
For Use Only with Inter-Governmental Contracts)
1. CONTROLLERS APPROVAL. CRS 24-30-202(1)
This contact shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such assistant as he may designate.
2. FUND AVAILABILITY. CRS 24-30-202(5.5)
Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated,
budgeted,and otherwise made available.
3. INDEMNIFICATION.
To the extent authorized by law,the contactor shall indemnify,save,and hold harmless the State against any and all claims,damages,liability and
court awards including costs,expenses,and attorney fees incurred as a result of any act or omission by the Contactor,or its employees,agents,
subcontractors,or assignees pursuant to the terms of this contact
No term or condition of this contact shall be construed or interpreted as a waiver,express or implied,of any of the immunities,rights,benefits,
protection,or other provisions for the parties,of the Colorado Governmental Immunity Act,CRS 24-10-101 et seq.or the Federal Tort Claims Act,
28 U.S.C.2671 et seq.as applicable,as now or hereafter amended.
4. INDEPENDENT CONTRACTOR. 4 CCR 801-2
THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE
CONTRACTOR NOR ANY AGENT OR.EMPLOYEE OF THE CONTRACTOR SHALL.BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE STATE.
CONTRACTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID BY THE
STATE PURSUANT TO THIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO
UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE CONTRACTOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT
PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. CONTRACTOR SHALL HAVE NO AUTHORIZATION,EXPRESS OR IMPLIED,TO BIND THE STATE TO
ANY AGREEMENTS,LIABILITY,OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND KEEP IN FORCE
WORKFRC'COMPENSATION(AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE)AND UNEMPLOYMENT COMPENSATION
INSURANCE IN THE AMOUNTS REQUIRED BY LAW,AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE CONTRACTOR,ITS EMPLOYEES AND
AGENTS.
5. NON-DISCRIMINATION.
The contactor agrees to comply with the letter and the spirit of all applicable state and federal laws respecting discrimination and unfair employment
practices.
6. CHOICE OF LAW.
The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation,execution,and enforcement of
this contact Any provision of this contract,whether or net incorporated herein by reference,which provides for arbitration by any extra judicial body or
person or which is otherwise in conflict with said laws,rules,and regulations shall be considered null and void. Nothing contained in any provision
incorporated herein'by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available
in any action at law whether by way of complaint,defense,orotherwise. Any provision rendered null and void by the operation of this provision wrllnot
invalidate the remainder of this contact to the extent that the contact is capable of execution.
At all times during the performance of this contact,the Contactor shall strictly adhere to all applicable federal and state laws,rules,and regulations
that have been or may hereafter be established.
7. Software Piracy Prohibition Governor's Executive Order
No State or other public funds payable under this Contract shall be used for the acquisition,operation or maintenance of computer software in
violation of United States copyright laws or applicable licensing restrictions.The Contractor hereby certifies that,for the term of this Contract
and any extensions,the Contractor has In place appropriate systems and controls to prevent such improper use of public funds. If the State
determines that the Contractor is In violation of this paragraph,the State may exercise any remedy available at law or equity or under this
Contract,including,without limitation,immediate termination of the Contract and any remedy consistent with United States copyright laws or
applicable licensing restrictions.
8.EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 &CRS 24-50-507
The signatories aver that to their Imowledge,no employee of the State of Colorado has any personal or beneficial interest
whatsoever in the service or property described herein.
16
;Y prewar Pa
04 Weld County 5311 doe 9e17--.
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
CONTRACTOR: STATE OF COLOR DO:
CO RNOR
County of Weld By
Legal Name of Contracting Entity ec tive Dire• or
84-6000-813 . partment of Transportation
Social Security Number or FEIN 'I
LEGAL REVIEW:
Signature Autorized Officer
ATTORNEY GENERAL
Robert D. Masden, Chair )/
Board of County Commissioners B / 'r r / 1 kh-Sre��
Print Name&Title of Authorized Officer
01/21/04
CORPORATIONS:
(A corporate attestation is required.) - r
f' ry
1 t e
CLERK TO THE B D0
Ce
Attest(Seal)By
(Corporate Secretary or Equivalent,or T&vda/City/ d oun k) (Place
Deputy Clerk to 3$oakd% corporate seal here,if
�• available.)
..T.104))
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State
Controller,or such assistant as he may delegate,has signed it. The contractor is not authorized to begin performance
until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado
may not be obligated to pay for the goods and/or services provided.
STATE CONTROLLER:
By qq�
Date Al)r, I 19 JO CH
I/
Effective Date:July 1,2003
17
•
11
EXHIBIT A
SCOPE OF WORK AND CONDITIONS
WELD COUNTY DIVISION OF HUMAN SERVICES TRANSPORTATION DEPAR UMENT
A. Standards of Performance
The Grantee will provide the service described in Section F of this Exhibit and will provide a
minimum of 116,746 one-way trips per year, at a maximum operating and administrative
maximum cost of$8.68 per one-way trip and a maximum cost of$1.57 per mile and a maximum
cost of$36.13 per vehicle hour. Standards of performance will be measured and reported
semiannually as long as a federal interest remains in the vehicle. A report covering the period
from January through June shall be due by August 15th and a report for the period from July
through December shall be due by February 15th. Performance will be reviewed after each
semiannual report. If the State's review determines that the Grantee's performance does not meet
the standards of performance set forth in paragraph A.1. above,the following steps will be taken:
a. The State will notify the Grantee in writing that performance does not meet the requirements
of this Agreement.
b. Thirty (30) calendar days after date of such notification, the Grantee will submit to the State a
written explanation of the cause(s) of the substandard performance, which shall include a written
plan for improving performance.
c. The State will review the plan for improvement and notify the Grantee of its approval within
21 days.
d. If the plan is approved by the State, the Grantee will implement the plan immediately upon
receipt of the State's notification. If the plan is not approved by the State remedial measures will
be determined on a case by case basis. Such remedial measures may include termination of this
Agreement and return of the grant funds or capital equipment purchased with such funds, in
accordance with the terms of Section 8 and Exhibit C, Security Agreement.
B. Project Budget
1. The net Project cost is estimated to be and shall be shared as follows:
CAPITAL EQUIPMENT CAPITAL EQUIPMENT
GBL (WX 83) GBL(DD 34)
Federal Share(80%) $42,000 $10,560
Grantee Share(20%) $ 10,500 $ 2.640
TOTAL $52,500 $13,200
2. The Project Cost shall not exceed the maximum allowable cost of$65,700. The State
will pay no more than 80%of only the eligible, actual costs incurred by the Grantee, up to the
maximum federal amount of$52,560. The Grantee shall be solely responsible for all costs
incurred in the Project in excess of the amount paid by the State from federal funds for the federal
share of eligible,actual costs. In the event the final, actual Project cost is less than the maximum
allowable cost of$65,700,the State is not obligated to provide any more than 80% of the eligible,
actual Project costs and shall retain the remaining balance of the federal share.
3. The Grantee shall provide the Grantee's Share from sources other than Federal funds.
The Grantee's Share,together with the Federal share, shall be in an amount sufficient to assure
payment of the net Project cost. The State shall have no obligation to provide State funds for use
18
on this Project. The State will administer Federal funds for this Project under the terms of this
Agreement,provided that the Federal share of FTA funds to be administered by the State are
made available and remain available. In no event shall the State have any obligation to provide
State funds or provide Federal FTA funds for the Grantee's share of the Project. The Grantee
shall initiate and prosecute to completion all actions necessary to authorize the Grantee to obtain
and provide its share of the Project costs at or prior to the time that such funds are needed to meet
Project costs.
4. No refund or reduction of the amount of the Grantee's Share to be provided will be
allowed unless there is at the same time a refund or reduction of the Federal share of a
proportionate amount.
C. Reimbursement eligibility
Requests for reimbursement for project costs will be paid to the Grantee upon presentation of
invoice(s)to the State for eligible costs incurred through December 31,2004,provided that such
requests and costs comply with all terms and conditions of this Agreement. The final invoice
shall be submitted no later than sixty days after the above date.
D. Contract expiration
The Agreement shall expire when the capital equipment no longer has a Federal interest,as
determined by the State.
•
E. Required Certifications
The Grantee shall obtain pertinent certifications from vendors in its procurement actions. The
Grantee shall maintain such certifications on file for inspection by the State or shall submit such
certifications to the State if required. Such actions requiring certifications shall include, but not
be limited,to the following:
1. Compliance with Bus Testing requirements, if a vehicle(s) is being procured under this
Agreement.
2. Compliance with federal requirements regarding debarment, suspension and other
responsibility matters(49 C.F.R. §29.105(p)),for procurement exceeding$100,000.
3. Compliance with Pre-Award and Post-Delivery Review Requirements,if a vehicle(s)is being
procured under this Agreement.
F. Project Description
The Grantee shall perform all the Project activities as described on page 10 and elsewhere in the
application update for funding submitted to the State on June 6, 2003. That application is
incorporated herein by reference to the extent consistent with this Agreement.
Weld County Transportation Service proves demand response and modified demand response
system for the residents of Weld County excluding the City of Greeley. The service is available
to both incorporated and unincorporated areas of the county. The service is available to the
general public with a significant number of riders being elderly,disabled and low income. The
summer months may have hours that differ from the regular program because of the migrant
daycare program. The regular routes to rural towns are built around a call-in system.
Capital funds will be used for one narrow body on chassis with 12 ambulatory seats ,one wheel
19
chair tie down and a lift. In addition six new Motorola radios and one replacement radio will be
procured. You will be required to follow the Departments procurement procedures and it will be
necessary for the Department to place a lien in the amount of the federal share at the time the
vehicle is delivered.
G. High Risk Designation
The State has informed the Grantee, in a letter to the Grantee dated October 27,2003,that the
Grantee has been designated as a High Risk Grantee,as per the terms of such designation set
forth in the State's State Management Plan filed with the Federal Transit Administration. The
purpose of such designation is to notify the Grantee of its' failure to perform satisfactorily in
meeting the terms of past contracts with the State. The purpose is also to require the Grantee to
take remedial action in order to avoid future consequences for failure to perform satisfactorily.
Set forth below are remedial steps that will be taken by the State and the grantee,for the term of
this contract. Prior to executing the 2005 contract,the transit unit manager and staff will review
the compliance issue deadlines as listed for the 2004 contract. After thorough evaluation,will
determine if the Grantee shall continue on High Risk Designation for 2005. If it is determined by
transit unit manger and staff that there are significant reasons that the Grantee should continue on
the High Risk Designation, a meeting will be arranged between transit unit manager and staff and
the Grantee to review the reasons for the continued High Risk Designation.The Grantee will
attend the annual 2004 Fall Transit Conference Grantee workshop.
Terms of High Risk Designation:
1. Communication-all written,FAX and e-mail communication between the State and the
Grantee will be sent to the State's transit unit manager and appropriate staff, as well as to
Walt Speckman,Director of Weld County Human Services; Patsy Drewer,Weld County
Transportation Manager; and Marilyn Carlino,Weld County Business Office.These
communications may also need to be sent to the State's Modal Planning Manager as
appropriate and as required by the transit unit manager.
2. Reporting deadlines—the State will require the submittal of certain documentation, as
listed below,within stated deadlines. The required documentation includes the
following:
annual report; Grantee's annual financial audit;Disadvantaged Business Enterprise
Quarterly reports; proof of insurance certification for vehicles in which there is a
federal interest;various materials related to the procurement of one vehicle and
radios;vehicle titlewith the State listed as first lien holder;2005 grant application update
with certifications and assurances; monthly or quarterly reimbursement request
submittals, with complete data in Part B;Drug and Alcohol MIS report that is due March
15,2004; and,the preparation for and follow up documentation required after two
scheduled on-site compliance visits.
Whenever a reporting deadline is missed for any of the documentation listed above,the
transit unit manager will contact Walt Speckman within three working days.
3. Site visits—The State may conduct additional on-site visits of the Grantee during the year
to verify that the Grantee is taking steps to rectify its' failure to comply with contract
provisions.
20
4. It is understood that failure to follow the remedial actions set forth above would result in
the State continuing the High Risk Grantee designation for the 2005 contract as well as
the possible reduction of Sections 5310 and 5311 funding for 2005,based on the failure
to meet the State's requirement that grantees possess the "fiscal and managerial
capability"to manage grants.
H. Procurement
The Grantee shall follow the vehicle procurement process as set forth by the State in the 2004
Procurement Package. The Grantee shall submit procurement package to the State no later than
February 20, 2004. A purchase order for the vehicle shall be issued no later than April 16,2004,
unless otherwise exempted by the State in writing. This means that your agency will have issued
a purchase order to a vehicle vendor for your capital equipment by that date.
The Grantee shall be responsible for having the vehicle inspected and accepted within five
working days of delivery from the vendor. The Grantee shall be responsible for reimbursing the
local share to the selected vendor within 3 working days after acceptance of the vehicle. The
Grantee shall be responsible to pay the vehicle vendor the 80% or balance due to the vendor
whether or not you have received the reimbursement from CDOT. The Grantee shall be
responsible for billing CDOT within three working days after acceptance of the vehicle. The
Grantee shall follow the acceptance of vehicle procedures as specified in the 2004 Procurement
Package Section 2.3.1.5,unless otherwise exempted by the State in writing. The State shall be
notified of the agreed upon delivery date and may choose to attend the inspection of the vehicle.
The Grantee shall submit to the State, by within three working days after the acceptance of the
vehicle.
I. Restrictions on Lobbying
The Grantee shall certify that it complies with P.L. 101-121, Section 319,Restrictions on
Lobbying,prior to the expenditure of the Federal funds provided in this Agreement.
J. Safety Data
The Grantee shall maintain and submit, as requested,data related to bus safety. This may
include,but not be limited to,the number of vehicle accidents within certain measurement
parameters set forth by the State;the number and extent of passenger injuries or claims; and,the
number and extent of employee accidents,injuries and incidents.
21
EXHIBIT B- SECTION 5310
Page 1
GUIDANCE FOR AUDIT OF GRANTEE COMPLIANCE
WITH ETA REQUIREMENTS
Federal Domestic Assistance Catalog No. 20.500
I. PROGRAM OBJECTIVES
Grants made under the Section 5310 program are available to supplement other FTA capital assistance programs by
finding transportation projects for elderly and handicapped individuals in urbanized, small urban and rural areas.
Program hinds may be used to purchase or rehabilitate vehicles,communication and dispatching equipment(including
computers),vehicle shelters and related equipment.
II. PROGRAM PROCEDURES
Annual formula apportionments are made to States who apply for funds on behalf of local
recipients and administer the program. The Colorado Department of Transportation is the state
agency designated by the Governor to apply for and administer the funds. The Department, the
recipient, awards funds to subrecipients, hereinafter referred to as grantees, on a competitive
basis. The local subrecipient must be a private nonprofit organization.
III. COMPLIANCE REOUIREMENTS AND SPECIAL AUDIT PROCEDURES
•
A. Matching Requirements
The minimum local match for the Project equipment purchases is 20 percent, must be in cash, and cannot be from a
federal source. The equipment purchase(s)must be consistent with the equipment specified in the Agreement's Scope of
Work and Conditions(Exhibit A). Capital is defined as any item costing over$500 with a useful life of over one year.
Suggested Audit Procedures:
a. Examine the Scope of Work and Conditions(Exhibit A)
b. Ascertain the total Project cost
c. Determine whether local matching funds were applied to the uses for which they were committed.
a. Verify that payment of federal funds is accompanied by the appropriate share of local matching
funds,that matching funds are not used to match other programs,and that the match was not from
a federal source.
22
EXHIBIT C-SECURITY AGREEMENT
This Security Agreement is made by and between the State of Colorado for the use and benefit of THE COLORADO
DEPARTMENT OF TRANSPORTATION,DIVISION OF TRANSPORTATION DEVELOPMENT(hereinafter"the State")and
, a Colorado private nonprofit organization(hereinafter"the Grantee").
A. Purpose. This Security Agreement is made for the purpose of securing the federal interest for the State in transit vehicles or
other project equipment("Project Equipment")purchased with Federal Transit Administration(FTA)grant funds awarded to the
Grantee pursuant to the Agreement between the parties dated this day of ,20 and identified as contract#
The security interest granted to the State herein is to ensure that the State may access,protect and,if necessary,dispose of the
11u:feral interest in each item of Project Equipment and to ensure the proper use of the Project Equipment. The Grantee shall have
Rio right in the federal interest in such Project Equipment.
B. Project Equipment. Not later than three days after the purchase and acceptance of Project Equipment,the Grantee shall
complete and return to the State the"Certificate of Procurement and Acceptance"form,which then becomes Addendum Ito this
Security Agreement. In the case of vehicle procurement,this certificate must indicate the year,make,model,VIN,and any other
information needed to register the vehicle.
C. Security Interest. In consideration of the value provided to the Grantee under the Agreement dated this day of
, 20_ and identified as contract# , the Grantee hereby gives and grants to the State a
security interest in the Project Equipment described in Addendum I and/or described below as follows:
MAKE/MODEL/VIN:
This security interest shall apply to the Project Equipment acquired pursuant to the Agreement dated this day of
, 20_ and identified as contract # , whether purchased before or after the date this Security
Agreement is executed. The Grantee hereby authorizes the State to describe in the space above the Project Equipment subject to
this Security Agreement.
D. Lien. The State may place a lien on the title of each Project Equipment vehicle based upon this Security Agreement. The
State shall retain physical possession of the titles of such Project Equipment vehicles and the Grantee agrees that the State shall be
considered"in possession"of such vehicles for the purpose of any document required by State law to repossess such vehicles if
necessary.
E. Disposition of Equipment. In addition to the security interest granted herein,the Grantee agrees to and acknowledges the
right of the State to remove all Project Equipment from the Grantee's premises and to take possession of any of the Project
Equipment,if the Grantee fails to satisfactorily perform the Project services as detailed in the Agreement,or if the State determines
for any other reason,including but not limited to termination of the Agreement,that the disposition of the federal interest in such
Project Equipment is in the best interest of the State. The Grantee agrees that it will in no way oppose the State's exercise of such
right and that it will assist the State to obtain possession and to remove such vehicles.
F. Assignment. The Grantee agrees not to assert against any assignee of the State any defenses or claims the Grantee may have
against the State.
G. Resolution. The Grantee's Board of Directors shall adopt a resolution approving this Security Agreement and authorizing its
President to execute this Security Agreement. That resolution shall be attached to this Security Agreement.
ATTEST: FOR THE GRANTEE By:
Print Name:
Date: Tide:
23
Exhibit C
Page 2
CERTIFICATION OF PROCUREMENT AND ACCEPTANCE
(Security Agreement Addendum I)
(Grantee's Name)hereby acknowledges receipt of the following vehicle:
Year/Make/Model Vehicle Identification Number
and accepts same as in substantial compliance with the requirements contained in the bid package and agreement with
(Vendor's Name),and waives any claim for changes for any variation from said
requirements.
(Grantee's Name) hereby certifies that it has examined the specifications,bid procedures,award documents,and the
proceedings followed and find that the procurement of the above equipment is consistent with and meets all the
program requirements as outlined in its Agreement with the State of Colorado,the Colorado Department of
Transportation,Division of Transportation Development,dated this day of ,20 and
identified as contract#
(Grantee's Name)further certifies that it will comply with the terms of
Exhibit C("Security Agreement")of the contract named above and it hereby gives and grants to the State a security
interest in this vehicle in the amount of$
Organization:
By:
Date:
Notary Public:
My Commission Expires:
24
SAMPLE OPTION LETTER
Exhibit D
Date: State Fiscal Year: Option Letter No.
SUBJECT: (Please indicate purpose by choosing one of the following)
1 - Option to renew only (for an additional term)
2 - Change in the amount of goods within current term
3 - Change in amount of goods in conjunction with renewal for additional term
4 - Level of service change within current term
5- Level of service change in conjunction with renewal for additional term
In accordance with Paragraph(s) of contract routing number (FY)
(Agency) (Routing #), between the State of Colorado, Department of Transportation,
(division name) and (contractor's name) the state hereby exercises the option for an
additional term of (include performance period here) at a cost/price specified in
Paragraph/Section/Provision , AND/OR an increase/decrease in the amount of
goods/services at the same rate(s) as specified in Paragraph/Schedule/Exhibit
The amount of the current Fiscal Year contract value is increased/decreased by ($ amount of
change) to a new contract value of ($ ) to satisfy services/goods ordered
under the contract for the current fiscal year (indicate Fiscal Year). The first sentence in
Paragraph/Section/Provision is hereby modified accordingly.
The total contract value to include all previous amendments, option letters, etc. is ($ ).
APPROVALS:
State of Colorado:
Bill Owens, Governor
By: Date:
Executive Director
Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State
Controller,or such assistant as he may delegate,has signed it.The contractor is not authorized to begin performance
until the contract is signed and dated below. If performance begins prior to the date below,the State of Colorado
may not be obligated to pay for goods and/or services provided.
State Controller
Arthur L. Barnhart
By:
Date:
25
9
SAMPLE BILATERAL CHANGE ORDER LETTER
Exhibit E
Date: State Fiscal Year: Bilateral Change Order Letter No.
In accordance with Paragraph of contract routing number (FY) (Agency) (Routing #)
between the State of Colorado Department of Transportation (division) and (contractor's name)
covering the period of (include performance period here)) the undersigned agree that the
supplies/services affected by this change letter are modified as follows:
Choice#1: Services/Supplies
Exhibit/Attachment , Schedule of Equipment for Maintenance or Schedule of
Delivery, is amended by (adding/deleting) or(increasing/decreasing) the level of services. The
term of this contract is hereby modified by (increasing/decreasing) the ending term date as
appropriate to the change made above.
Choice#2: Price/Cost
The maximum amount payable by the State for (service/commodity) in
Paragraph/Schedule/Exhibit/Attachment/Provision/Section is (increased/decreased) by
($ amount of change) to a new total of ($_) based on the unit pricing schedule in
Exhibit/Attachment . The first sentence in Paragraph is hereby modified accordingly.
The total contract value to include all previous amendments, change orders, etc. is ($_).
Choice #3 No Cost Change
The parties agree that the changes made herein are "no cost" changes and shall not be the
basis for claims for adjustment to price, cost ceiling, delivery schedule, or other terms or
conditions of the contract. The parties waive and release each other from any claims or
demands for adjustment to the contract, including but not limited to price, cost, and schedule,
whether based on costs of changed work or direct or indirect impacts on unchanged work.
[Include this sentence]: The effective date of this change order is upon approval of the State
Controller or (date), 20 _ whichever is later.
Please sign, date, and return all copies of this letter on or before 20
APPROVALS:
Contractor Name: State of Colorado:
Bill Owens, Governor
By: By: Date:
Name For the Executive Director
Title Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24-30-202 requires that the State Controller approve all state contracts. This contract
is not valid until the State Controller, or such assistant as he may delegate, has signed it.
The contractor is not authorized to begin performance until the contract is signed and dated
below. If performance begins prior to the date below, the State of Colorado may not be
obligated to pay for goods and/or services provided.
State Controller
Arthur L. Barnhart
By:
Date
26
STATE OF COLORADO
Department of Transportation
Transit Unit, B606 Ire DOT
4201 East Arkansas Avenue - --
Denver, CO 80222
DEPARTMENT JF TRANSPORTATION
(303) 757-9771
(303) 757-9727 FAX
eric.t.ellis@dot.state.co.us
March 18, 2004
Ms. Patsy Drewer
Transit System Administrator
P.O. Box 1805
Greeley, CO 80632
Dear Ms. Drewer, P,,_1-3y
Enclosed is a copy of the execute 2004 531; FI>contract between Weld County Division of
Human Services Transportation Dept. and tee Colorado Department of Transportation.
Please note that the State has changed its reimbursement procedure for transit grantees. The date on
the first page of the Grant Agreement represents the effective date. This date is assigned by CDOT
and represents the date the Department Controller verified funds for the contract. Starting this
contract year, you may request reimbursements only for that portion of the month that you have an
effective contract; this is a departure from previous years.
Please use the contract number (the number beginning with "04-HTD-"and found in the upper right
hand corner of page one) when submitting reimbursement requests to CDOT. Please contact Matt
Paswaters at 303-512-4525 with any questions or concerns about reimbursements.
Please be sure to carefully review the entire Scope of Work (Exhibit A) page 18. This is the work
you are responsible for performing under the terms of the contract. This page also contains the
budget, which outlines the funding amount your agency is eligible to receive and the amount of local
match that must be provided.
Please all me at (303) 757-9771 with any questions or concerns.
Sincerely,,if
f
Eric Ellis
Transit Grants Coordinator
Enclosure
cc: file
-(tIC
GRANT AGREEMENT
-+h l
THIS AGREEMENT, made this ) i day of 1� lr • • . 2_0C4 , by and between the
STATE OF COLORADO for the use and benefit of the DEPARTMENT OF TRANSPORTATION.
DIVISION OF TRANSPORTATION DEVELOPMENT, hereinafter referred to as the"State",and
WELD COUNTY. P.O. Box 1805, Greeley, CO 80632,a public body, hereinafter referred to as the
"Grantee."
RECITALS
1. Authority exists in the Law, and funds have been budgeted, appropriated and otherwise made
available. and a sufficient unencumbered balance thereof remains available for payment in Fund Code 400,
Organization Code_9702 and 9703,Appropriation Code 415,Program Code 5000,Function Code 1510,
Object Code 5180 1 N,GBL Code PG 34 and PP 34 ,Reporting Code 0510,FEIN Number
846000813 G,Encumbered Amounts$19,929 and $158,190,The Catalog Federal Domestic Assistance
number(CFDA) that relates to this contract in relation to audits is 20.509.
2. Required approval,clearance,and coordination have been accomplished from and with appropriate
agencies.
3. Section 5311 of 49 U.S.C. §§ 5301 et seq.. as amended,hereinafter referred to as the"Act",
institutes a program offering federal assistance for public transportation in rural and small urban areas by
way of a formula grant program administered by the State.
4. Grantee has proposed a project in the form of an application for funding under Section 5311 of the
Act, hereinafter referred to as the "Project."
5. Sections 43-1-701 and 702, C.R.S. authorize the Department of Transportation to take all steps and
adopt all procedures necessary to make and enter into such contracts as may be necessary for state
application and administration of Section 5311 of the Act, including participation in grant programs for the
purpose of assisting transportation services.
6. The Governor of the State of Colorado, in accordance with a request by the Federal Transit
Administration, hereinafter referred to as "FTA," has designated the State to manage the Section 5311
program, including the responsibility to evaluate and select public transportation projects proposed by
State agencies, local public bodies and agencies thereof(including Indian Tribes), and nonprofit operators
of public transportation services in areas other than urbanized.
7. The Grantee desires to and has the legal capacity and authority to contract with the State.
8. The Grantee possesses the necessary fiscal and managerial capability to implement and manage the
project and utilize grant funds for public transportation in nonurbanized areas of the State;
NOW, THEREFORE, it is hereby agreed that:
1
;
SECTION 1. PURPOSE OF AGREEMENT.
The purpose of this Agreement is to state the terms, conditions, and mutual understandings of the parties as
to the manner in which the Project will be undertaken and completed. The terms and conditions of the
Project and the Act are incorporated herein by reference to the extent consistent herewith.
SECTION 2.ACCOMPLISHMENT OF THE PROJECT.
A.General Requirements.The Grantee shall commence, carry out, and complete the Project with all
practicable dispatch,in a sound, economical, and efficient manner, in accordance with the terms and
conditions of this Agreement,the terms and conditions of Exhibit A(Scope of Work and Conditions),
Exhibit B (Audit Requirements),Exhibit C (Security Agreement-if applicable),Exhibit D (Sample
Change Order Letter),Exhibit E (Sample Bilateral Change Order Letter), all which are incorporated herein
by this reference, and all applicable laws,regulations, and published policies.In general, the terms of the
U.S.Department of Transportation("USDOT")regulations, "Uniform Administrative Requirements for
Grants and Cooperative Agreements to State and Local Governments,"49 C.F.R.Part 18, are applicable.
The Grantee further agrees to follow the"Common Rule Guidelines for Recipients of FTA Funds", and the
applicable provisions of the most current"Master Agreement"between the FTA and the State,which are
incorporated herein by reference.
B. Application of Federal, State. and Local Laws and Regulations.
1. Pursuant to Federal. State, and Local Law. In performance of its obligations under this Agreement,
the Grantee shall comply with all applicable provisions of federal, state and local law. All limits or
standards set forth in this Agreement to be observed in the performance of the Project are minimum
requirements, and all more stringent State or local standards as outlined in the body of this Agreement shall
be applicable to the performance of the Project.
2. State or Local Law.Unless a federal statute or regulation preempts State or local law,nothing in
the Agreement shall require the Grantee to observe or enforce compliance with any provision thereof,
perform any other act, or do any other thing in contravention of any applicable State or local law;however,
if any of the provisions of the Agreement violate any applicable State or local law, or if compliance with
the provisions of the Agreement would require the Grantee to violate any applicable State or local law,the
Grantee agrees to notify the State immediately in writing in order that the State and the Grantee may make
appropriate arrangements to proceed with the Project as soon as possible.
C.Funds of the Grantee. Except as approved otherwise by the State,the Grantee agrees to complete all
proceedings necessary to provide the local share of the Project costs at or before the time that such funds
are needed to meet Project expenses.
D. Changed Conditions of Performance. The Grantee agrees to notify the State immediately of any
change in local conditions or any other event that may significantly affect its ability to perform the Project
in accordance with the terms of this Agreement.In addition, the Grantee agrees to notify the State
immediately of any decision pertaining to its conduct or litigation that may affect the State's interests in the
Project or the State's administration or enforcement of applicable Federal laws or regulations.Before the
Grantee names the State as a party to litigation for any reason,the Grantee agrees to inform the State.
E.No State Obligations to Third Parties.Absent the State's express written consent, and not withstanding
any concurrence by the State in or approval of the award of any contract of the Grantee (third party
contract)or subcontract of the Grantee(third party subcontract)or the solicitation thereof,the State shall
not be subject to any obligations or liabilities to third party contractors or third party subcontractors or any
other person not a party to this Agreement in connection with the performance of this Pro;:ct.
F. Contract Changes. Any change in this Agreement shall be in the form of a written supplement signed
by the parties to this Agreement.
G.Pursuant to Applicable Regulations. The Project shall be performed by the Grantee pursua::t to all
2
' i
applicable federal requirements, which shall be made available to the Grantee.
SECTION 3. PROJECT BUDGET AND LOCAL SHARE.
The Project budget shall be as set forth in Exhibit A, "Scope and Conditions. Except as permitted
otherwise by Federal law,the Grantee agrees to provide sufficient funds or approved in-kind resources,
together with the Federal financial assistance awarded herein,to assure payment of the actual ccst of this
Project. The Grantee agrees that no local share finds will be derived from revenues obtained from using
the Project facilities, equipment or operations,nor shall other Federal funds be used except as otherwise
provided in Exhibit A.The Grantee agrees to complete all proceedings necessary to provide the local share
of the Project costs at or before the time those funds are needed to meet Project expenses.
SECTION 4.PAYMENTS,ALLOWABLE COSTS AND CLAIMS.
A.ReQuests for Payment. The requests for reimbursement for Payment of the Federal share of allowable
costs will be paid to the Grantee upon presentation of invoice(s)to the State through the date set forth in
Exhibit A of this Agreement.
B. Allowable Costs. The Grantee's expenditures will be reimbursed if they meet all requirements set forth
below:
1. Conform with the Project Description and the approved Project Budget and all other terms of
this Agreement;
2. Be necessary in order to accomplish the Project;
3. Be reasonable for the goods or services purchased;
4. Be actual net costs to the Grantee (i.e.,the price paid minus any refunds,rebates, or other items
of value received by the Grantee that have the effect of reducing the cost actually incurred,
excluding Program Income);
5. Be incurred(and be for work performed) after the date of this Agreement;
6. Unless permitted otherwise by Federal statute or regulation, conform with Federal Guidelines or
regulations and Federal cost principles as set forth below:
(a)For Grantees that are governmental organizations,the standards of OMB Circular A-87,
Revised, "Cost Principles for State and Local Governments" apply.
(b)For Grantees that are private nonprofit organizations, the standards of OMB Circular
A-122,Revised, "Cost Principles for Nonprofit Organizations" apply.
(c)For Grantees that are private for-profit organizations, the standards of the Federal
Acquisition Regulation,48 C.F.R. Chapter 1, Subpart 31.2, "Contracts with Commercial
Organizations" apply.
7.Be satisfactorily documented; and
8. Be treated uniformly and consistently under accounting principles and procedures approved and
prescribed by FTA or the State for the Grantee, and those approved or prescribed by the Grantee
for its contractors.
C.Disallowable Costs. In determining the amount of Federal assistance FTA will provide,the State will
exclude:
1. Any Project costs incurred by the Grantee before the obligation date of this Agreement or
amendment thereof,whichever is later.
2. Any costs incurred by the Grantee that are not included in the Scope of Work.
3. Any cost incurred by the Grantee after the termination of this Agreement or amendment.
4. Any costs for goods or services received under a t : d party contract or other arram ement that
's required to be approved by the State but which has not been approved by the State.
D.Final Determination. The Grantee agrees that reimbursement of any cost under this Agreement does
3
net constitute a final State decision about the validity of that cost and does not constitute a waiver.The
Grantee understands that the 'tate will not make a final determination about the validity of any cost until
an audit of the Project has been completed. If the State determines that the Grantee is not entitled to
receive any part of the Federal funds requested, the State will notify the Grantee stating the reasons
therefor.Project closeout will not alter the Grantee's obligation to return any funds due to the State as a
result of later refunds, corrections or other transactions.Nor will Project closeout alter the State's right to
disallow costs and recover funds on the basis of a later audit or other review.Unless prohibited by law,the
State may recoup any Federal assistance funds made available under this Project as needed to satisfy any
outstanding monetary claims that the State may have against the Grantee.Exceptions pertaining to
disallowed costs are set forth in FTA directives or in other written Federal guidance.
E.Claims and Excess Payments.Upon notice by the State to the Grantee of specific amounts due, the
Grantee agrees to remit to the State promptly any amounts due for claims,excess payments, or disallowed
costs, including any interest due, in accordance with guidelines in the Master Agreement.
F.Deobli_ation of Funds.The State reserves the right to deobligate unexpended Federal funds before
Project closeout.
SECTION 5. CONFLICTS OF INTEREST AND ETHICS.
A. The Grantee and subgrantees or subcontractors permitted under the terms of this Agreement shall
maintain a written code of standards governing the performance of employees engaged in the award and
administration of agreements or contracts. No employee, officer or agent of the Grantee, subcontractor or
subgrantee shall participate in the selection, or in the award or administration of an agreement, contact or
subcontract supported by Federal funds if a conflict of interest,real or apparent,would be involved. Such
a conflict would arise when:
1) The employee, officer, or agent;
2) Any member of the employee's immediate family;
3) The employee's partner; or
4) An organization which employs, or about is to employ, any of the above,
has a financial or other interest in the firm selected for award. The Grantee's, contractor's, subcontractor's
or subgrantee's officers, employees or agents will neither solicit nor accept gratuities, favors, or anything
of monetary value from contractors,potential contractors or parties to sub-agreements.
B. Bonus or Commission.The Grantee warrants that it has not paid, and agrees not to pay, any bonus or
commission for the purpose of obtaining approval of its application for financial assistance for this Project.
C.Prohibition Against Use of Federal Funds for Lobbying.The Grantee agrees to refrain from using
Federal funds to support lobbying and to comply with the applicable provisions of 31 U.S.C. § 1352and
USDOT regulations, "New Restrictions on Lobbying," 49 C.F.R.Pan 20.If the Grantee is receiving
$100,000 or more in Federal funds, it agrees it shall specifically certify compliance with these provisions
in a format provided by the State.
D. Employee Political Activity.The terms of the"Hatch Act", 5 U.S.C. § 1501-1508, and Office of
Personnel Management regulations, "Political Activity of State and Local Officers or Employees," 5 C.F.R.
Part 151, apply to State and local agencies and their officers and employees to the extent covered by the
statute and regulations.The Hatch Act restricts the political activity of an individual principally employed
by a State or local executive agency in connection with a program financed in whole or in part by a Federal
loan, grant, or cooperative agreement.However,the Hatch Act does not apply to a non-supervisory
employee of a tansit sy stem(or of any other agency or entity-performing related functions)receiving FT.':
assistance to whom the Hatch Act is otherwise inapplicable.
E. False or Fraudulent Statements or Claims. The Grantee acimowledges that should it make a false,
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fictitious, or fraudulent claim, statement, submission, or certification to the State in connection with this
Project, the State reserves the right to impose on the Grantee the penalties of 18 U.S.C. § 1001, 31 U.S.C.
§§ 3801 et seq., and 49 U.S.C. app. § 1607a(h), as the State deers appropriate. The terms of U.S. DOT
regulations, "Program Fraud Civil Remedies," 49 C.F.R.Part 31,apply to Project.
SECTION 6.ACCOUNTING RECORDS
A.Project Accounts.The Grantee agrees to establish and maintain for the Project either a separate set of
accounts,or accounts within the framework of an established accounting system, in a manner constant with
49 C.F.R. § 18.20, or OMB Circular A-133,Revised,whichever is applicable.
B.Fur.ds Received or Made Available for the Project. Consistent with the provisions of 49 C.F.R. 18.21,
or OMB Circular A-133,Revised, whichever is applicable,the Grantee agrees to record in the Project
account, and deposit in a financial institution,Project payments received by it from the State pursuant to
this Agreement and all other funds provided for, accruing to, or othe.wise received on account of the
Project(Project Funds). The Grantee is encouraged to use financial Institutions that are owned at least 50
percent by minority group members.
C.Documentation of Project Costs. All allowable costs charged to the Project,including any approved
services contributed by the Grantee or others, shall be supported by properly executed payrolls,time
records, invoices, contracts, or vouchers detailing the nature of the charges.The Grantee also agrees to
maintain accurate records of all Program Income derived from Project implementation;this requirement,
however, does not apply to income of the Grantee that is determined by the State to be private.
D. Checks, Orders, and Vouchers. The Grantee agrees to refrain from drawing checks or orders for goods
or services to be charged against the Project account until it has on file in its office a properly signed
voucher detailing the purpose of the expenditure. The Grantee also agrees that all checks,payrolls, •
invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the
Project shall be clearly identified,readily accessible, and to the extent feasible,kept separate from
documents not pertaining to the Project.
SECTION 7.REPORTING,RECORD RETENTION AND ACCESS
A. Record Retention.During the course of the Project and for three years thereafter,the Grantee agrees to
retain intact and to provide any data, documents,reports,records, contracts, and supporting materials
relating to the Project as the State may require.Reporting and record-keeping requirements for
governmental recipients are set forth in 49 C.F.R.Part 18.Reporting and record-keeping requirements for
private non-profit and for-profit recipients, are set forth in OMB Circular A-110.Project closeout does not
alter these requirements.
B. Access to Records.Upon request,the Grantee agrees to permit the Secretary of Transportation and the
Comptroller General of the United States, or their authorized representatives, to inspect all Project work,
materials,payrolls, and other data, and to audit the books,records, and accounts of the Grantee and its
subcontractors pertaining to the project. The Grantee agrees to require each third party contractor whose
contract award is not based on competitive bidding procedures as defined by the State to permit the
inspection of all work,materials,payrolls, and other data, and records involving the contract, and to audit
the books,records, and accounts involving the contract as it affects the Project.
C.Reporting. During the term of this Project, except as provided in(5)below,the Grantee shall submit
requests for reimbursements to the State in accordance with the requirements of this Section and with
detail_d written instructions provided by the State.
1. Reports shall be submitted on forms provided to the Grantee by the State.
2.Reports shall be fully completed through the period for reimbursement eligibility as stated in
Exhibit A and include at least the following elements:
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1
a.Eligible Project costs indicating the line items that correspond to the budget for the Project.
b. Operating and financial data.
c. An annual certification of Project equipment if capital equipment was purchased as part of this
Agreement.
3. Requests for reimbursement for Project costs will be paid to the Grantee after presentation of
invoice(s)to the State for eligible costs through the date set forth in Exhibit A.
4. All requests for reimbursement shall be submitted no later than 60 days following the incurrence
of reimbursable cost for the term of the Project, except as otherwise provided herein or in Exhibit A. If
reports and request for reimbursements are not submitted within these times periods the Grantee shall be
considered in violation of the Agreement and subject to nonpayment of the requested cost or termination of
the Project as outlined in Section 9 of this Contract and may be denied future grant awards, at the
discretion of the State.
5.Notwithstanding any prior termination of this Agreement under Section 9 of this Agreement, if
capital equipment is purchased under this Agreement,the Grantee shall continue to provide the annual
certification of Project equipment as above in which there is a federal interest in the equipment, as
determined by the State.
6.The Grantee agrees to provide any other reports the State may require.
D.Project Closeout.Project closeout does not alter these reporting and record retention requirements.
SECTION 8. AUDIT AND CLOSEOUT
A. Standard Audit Requirements. The Grantee must perform timely audits and provide the State with the
results of such audits, as required by the applicable provisions of OMB circular A-133,which is
incorporated herein by reference. Such audits shall test compliance with the items specified in Exhibit B
and shall be completed by the Grantee if it is a State or local government,Indian Tribal government or
private nonprofit organization.Pursuant to the FTA criteria, FTA or the State may waive the OMB
Circular A-133 audit requirement or substitute a requirement of a grant audit performed in accordance with
the Comptroller General Standards. All grantee audit reports must be submitted to the State within 30 days
of their issuance, and not later than one year after the termination of this Agreement.
B.Additional Audits. The Grantee is responsible for obtaining any other audits required by FTA or the
State. Project closeout will not alter the Grantees audit responsibilities.
C.Audit Costs.Audit costs for Project administration and management are allowable Project costs to the
extent authorized by OMB Circular A-87,Revised,OMB Circular A-21, Revised, or OMB Circular A122,
Revised, as may be applicable.
D. Project Closeout. Project closeout occurs when the contract expires, as set forth in Exhibit A, and the
State has forwarded the final payment to the Grantee. The Grantee agrees that Project closeout does not
invalidate any continuing obligations imposed on the Grantee by this Agreement.
SECTION 9.TERMINATION.
A. Termination by own terms. This Agreement will terminate by its own terms as set forth in Exhibit A.
B.Fo Corvenience. Either party may resoind this Agreement and terminate the Project if either party
believes that the continuation of the Project would not produce beneficial results commensurate with the
further expenditure of funds.
C. For Cause. If,through any cause,the Grantee shall fail to fulfill,in a timely and proper manner, its
obligations under this Agreement, or if the Grantee has violated the terms of this Agreement, or if the State
determines the purposes of the statute under which the Project was author-Jed would not be adequately
served by continuation of Federal financial assistance for the Project,the Sate shall thereupon have the
right to terminate this Agreement for cause by giving notice to the Grantee of its intent to terminate at.1 at
6
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least ten(10)days opportunity to cure the default or show cause why termination is otherwise not
appropriate. Any failure to make reasonable progress of the Project or other violation of the Agreement
that significar:::y endangers substantial performance of the Project shall provide sufficient grounds for the
State to terminate this Agreement. In general, termination of any financial assistance under this Agreement
will not invalidate obligator s properly incurred by the Grantee and concurred in by the State before the
termination date, to the extent those obligations cannot be canceled.However,if the State determines that
the Grantee has willfully misused Federal assistance funds by failing to make adequate progress,failing to
make reasonable use of the Project real property, facilities, or equipment, or failing to adhere to the terms
of this Agreement, the State reserves the right to require the Grantee to refund the entire amount of Federal
funds provided under this Agreement or any lesser amount as may be determined by the State.
D. Action upon Termination.Upon termination of this Agreement and the Project under the provisions of
paragraph A,B or C of this Section,the Grantee agrees to return all Project equipment purchased with
Project funds as directed by the State for disposition. The Grantee will also be subject to the provisions of
Exhibit C, Security Agreement, where applicable.
SECTION 10. REAL PROPERTY,EOUIPMENT AND SUPPLIES.
A.Use of Project Equipment.Where appropriate,the Grantee agrees that Project real property,
equipment, and supplies shall be used for the provision of transit services for the duration of their useful
life, as determined by the State. Should the Grantee unreasonably delay or fail to use Project real property,
equipment, or supplies during their useful life, the Grantee agrees that the State may require the Grantee to
return the entire amount of the Federal assistance expended on that real property, equipment, or supplies.
The Grantee further agrees to notify the State immediately when any Project real property or equipment is
withdrawn from use in transit service or when real property is used in a manner substantially different from
the representations made by the Grantee in its Application or the text of Exhibit A, "Scope of Work and
Conditions".
B. General Requirements. A Grantee that is a governmental entity agrees to comply with the property
management standards of 49 C.F.R. § 18.3 I, 18.32 and 18.34, including any amendments thereto, and
other applicable guidelines or regulations that the State may issue. A Grantee that is not a governmental
entity agrees to comply with OMB Circular A-110,Revised, as may be amended, and other applicable
guidelines or regulations that the State may issue. Exceptions to these requirements of 49 C.F.R.§ §18.31,
18 .32 and 18.83, and to OMB Circular A-I 10,Revised,must be specifically approved by the State.
C. Defmition of Project Equipment.Project equipment shall include any equipment item with a unit cost
of$1,000 or more and a useful life exceeding one year.
D.Maintenance of Project Equipment. The Grantee agrees that Project equipment shall be maintained in
good operating order, and in accordance with any guidelines, directives, or regulations that FTA or the
State may issue.
E. Tale to Project Equipment.Title to Project equipment shall be in the Grantees name and shall be
subject to the restrictions on use and disposition of the Project equipment set forth herein. The State shall
retain physical possession of said title until there is no longer any Federal interest in the Project equipment.
The State shall place a lien on the Project equipment in the amount of the Federal share of the Project, as
set forth in Exhibit A,and shall maintain such lien until there is no longer any Federal interest in the
Project equipment or until disposition o_the equipment,which ever comes first. The Grantee shall comply
with the provisions of the Security Agreement set forth in Exhibit C.
SECTION 11.ENCUMBRANCE OF PROJECT PROPERTY.
A. U-less expressly authorized in writing by the State,the Grantee agrees to refrain from:
1. Executing any transfer of title, lease, lien,pledge,mortgage, encumbrance, contract, grant
7
articipation note. alienation, or other obligation that in any way would affect the Federal interest in any
Project real property or equipment whi:h Grantee owns, or
2.Obligating itself in any manner t:. my third party with respect to Project real property or equipment
which Grantee owns.
B.The Grantee agrees to refrain from taking any action or acting in a manner that would adversely affect
the Federal interest or impair the Grantee's continuing control over the use of Project real property or
equipment,which Grantee owns.
SECTION 12.INSURANCE.
A. The Grantee shall obtain, and maintain at all times during the term of this agreement, and to require
subcontractors and sub recipients to carry,insurance in the following kinds and amounts:
1)Standard Worker's Compensation and Employer Liability as required by State statute, including
occupational disease, covering all employee on or off the work site, acting within the course of their
employment.
2) General,Personal Injury, and Automobile Liability(including bodily injury, personal injury,
and property damage)minimum coverage:
a)Combined single limit of$600,000 if written on an occurrence basis.
b)Any aggregate limit will not be less than$1,0(0,000.
c)Combined single limit of$600,000 for policies written on a claims-made basis. The
policy shall include an endorsement, certificate, or other evidence that coverage
extends two years beyond the performance period of the agreement.
d)If any aggregate limits are reduced below$600,000 because of the claims made or paid
during the required policy period,the Grantee shall immediately obtain additional
insurance to restore the full aggregate limit and furnish a certificate or other document
showing compliance with this provision.
B. The State of Colorado shall be named as additional insured on all liability policies.
C. The insurance shall include provisions preventing cancellation without 60 days prior notice to the State
by certified mail.
D. The Grantee shall provide certificates showing adequate insurance coverage to the State within 7
working days of award or contract execution,unless otherwise provided.
E. If the Grantee is a"public entity"within the meaning of the Colorado Governmental Immunity Act,
CRS 24-10-101, et seq. ("Act"),the Grantee shall at all times during the term of this agreement maintain
such liability insurance,by commercial policy or self-insurance, as is necessary to meet its liabilities under
the Act. Upon request by the State, the Grantee shall show proof of such insurance.
F. Proof of insurance is also required where appropriate the Grantee agrees to comply with the flood
insurance purchase requirements of section 102(a) of the Flood Disaster Protection Act of 1973,42 U.S.C.
Section 4012(a), with respect to any Project activity involving construction or acquisition.
SECTION 13.PROCUREMENT.
A. Federal and State Procurement Standards. The Grantee agrees that all purchases financed in whole or
ir_p .rt pursuant to this Agreement by the State or the Grantee,will be in accordance with Colorado
Department of Transportation guidelines, applicable State law, and the standards set forth in 49 C.F.R.
Part 18 or OMB Circular A-102, as may be applicable, and with any supplementary directives or
regulations including FTA Circular 4220. 1B, and any revisions thereof, as may be applicable. The
Grantee agrees to use Project funds for capital equipment only as described in Exhibit A, "Scope of Work
and Special Conditions".
B. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements imposed by
8
1 �
Fe deal statute or regulations,the Grantee agree that it will comply with the requirements of 49 U.S.C. §
5323(hl(2)by refraining from using any Federal assistance awarded by the State to support procurements
usag exclusionary or discriminatory specificatiars.
C.Geographic Restrictions.The Grantee agrees to refrain from using state or local geographic
preferences, except those expressly mandated or encouraged by Federal statute, aid as permitted by FTA.
D.Award to Other Than the Lowest Bidder.In accordance with 49 U.S.C. § 5626(c),the Grantee may
award a third party contract to other than the lowest bidder in connection with the procurement when such
av-and furthers objectives consistent with the purposes of 49 U.S.C. Chapter 53 and any implementing
regulations, circulars,manuals,or other guidance FTA may issue.
E.Ineligible Bidders.Unless otherwise permitted by the FTA or State, the Grantee shall refrain from
awarding any third party contract to a party included in the U.S. General Services Administration's list of
Parties Excluded from Federal Procurement or Non-procurement Programs. Before entering into any third
party contract exceeding$100,000,the Grantee agrees to obtain a debarment and suspension certification
from each such third party contractor and provide the State (if requested) a copy of such certification.
F.B_iv America.For any purchase utilizing FTA funds and exceeding a threshold cost of$100,000, the
Grantee murt comply with 40 U.S.C. § 5323 (j), ETA's Buy America regulations at 49 C.F.R. Part 661, as
may be amended, and any implementing guidance issued by FTA with respect to any third party contract
financed under this Agreement.
G. Cargo PnEference-Use of United States -Flag Vessels.Pursuant to regulations published at 46 C.F.R.
Part 381,the Grantee shall obtain from the State appropriate references and clauses to be inserted in all
contracts it awards in which equipment,materials or commodities may be transported by ocean vessel in
carrying out the Project.
H.Bus Testing. To the extent applicable, the Grantee agrees to comply with FTA regulations, "Bus
Testing," 49 C.F.R. Part 663, and any revisions thereto.
I.Pre-award and Post-delivery Audit.To the extent applicable,the Grantee agrees to comply with FTA
regulations "Pre-Award and Post-Delivery Audits of Rolling Stock Purchases," 49 C.F.R.Part 663, and
any revisions thereto.
J.False or Fraudulent Statements and Claims. The Grantee acknowledges and agrees that by signing this
agreement it certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or
may make pertaining to the statements contained in its application for funding. In addition to other
penalties that may be applicable,the Grantee also acknowledges that if it makes a false, fictitious, or
fraudulent claim, statement, submission, or certification,the State reserves the right to impose the penalties
of the Program Fraud Civil Remedies Act of 1986, as amended, on the Grantee to the extent the State
deems appropriate.
K, Settlement of Third Party Contract Disputes or Breaches.The term third-party contract, as used in this
Agreement, is defined as a contract between the Grantee and any subcontractor from which the Grantee
has procured a good and/or service from the subcontractor through written agreement.The State has a
vested interest in the settlement of disputes, defaults, or breaches involving any federally-assisted third
party contracts.The State retains the right to a proportionate share,based on the percentage of the Federal
share committed to the Project, of any proceeds derived from any third party recovery. Therefore,the
Grantee shall avail itself of all legal rights available under any third party contract.The Grantee shall notify
the State of any current or prospective litigation or major disputed claim pertaining to any third party
contact. The State reserves the right to concur in any compromise or settlement of the Grantee's claim(s)
involving any third party contract,before making federal assistance available to support that settlement. If
the third party contract contains a liquidated damages provision,any liquidated damages recovered shall tie
credited to the Project account involved unless the State permits otherwise.
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SECTION 14.PATENT RIGHTS.
If any invention, improvement, or discovery of the Grantee or any of its subcontractors or subgrantees is
conceived or first actually reduced to practice in The course of, or under this Project, and if such is
patentable,the Grantee shall notify the State immediately and provide a detailed written report. The rights
and responsibilities of the Grantee,third party contractors and the State with respect to such invention,
improvement or discovery will be determined in accordance with applicable federal laws and regulations in
existence on the late of execution of this Agr;ement which define contractor title,right to elect title,
federal government"march in"rights, and the scope of the federal government's right to a nonexclusive,
irrevocable,paid-up license to use the subject invention for its own. The Grantee shall include the
requirements of this paragraph in its third party contracts for the performance of the Project
SECTION 15.RIGHTS IN DATA AND COPYRIGHT.
Except for its own internal use,the Grantee shall not publish or reproduce any data/information,in whole
or part, that is recorded in any form or medium whatsoever and that is delivered or specified to be
delivered under this Agreement,nor may it authorized or permit others to do so, without the written
consent of the federal government,through the State,until such time as the federal government may have
released such data/information to the public.
As authorized by 49 C.F.R. § 18.34, the federal government,through the State,reserves a royalty-free,
nonexclusive, and irrevocable license to reproduce,publish or otherwise use, and to authorize the State and
others to use: a)any work developed under this Agreement or a resulting third party contract irrespxtive
of whether or not it is copyrighted; and b) any rights of copyright to which a Grantee, subgrantee, sub-
recipient or third party contractor purchases ownership with federal assistance.
SECTION 16. CIVIL RIGHTS
A.Prohibitions Against Discrimination in Federal Programs. The grantee agrees to comply with and
assure the compliance by its third party contractors and subcontractors under this Project,with all
requirements of Title VI of the Civil Rights Act of 1964,42 U.S.C. § 2000d;49 U.S.C. 5332; and USDOT
regulations,Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-
Effectuation of Title VI of the Civil Rights Act,49 C.F.R.Part 21, and any implementing requirements
FTA may issue.
B. Equal Employment Opportunity. The following requirements apply to the Project:
(1)In implementing the Project, the Grantee may not discriminate against any employee or applicant
for employment because of race,color, creed, sex, disability, age,or national origin.The Grantee agrees to
take affirmative action to ensure that applicants are employed, and that employees are treated during
employment,without regard to their race, color, creed, sex, disability, age, or national origin. Such action
shall include,but not be limited to,the following: employment,upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination,rates of pay or other forms of compensation;
and selection for training,including apprenticeship. The Grant.;e shall insert the foregoing provisions
(modified only to show the particular contractual relationship) in all its third pa ty contracts fcr Project
implementation, except contracts for standard commercial supplies or raw materials and construction
contacts, and shall require all such contractors to insert a similar provision in all subcontracts, except
subcontracts for standard commercial supplies or raw materials.
(2) If, as a condition of assistance,the Grantee has submitted and the State and FTA has approved, an
equal employment opportunity program that the Grantee agrees to carry out, such program is i orporated
into this Agreement by reference. Such program shall be treated as a contractual obligation; and failure to
10
carry out the terms of that equal employment opportunity program shall be treated as a violation of this
Agreement.Upon notification to the Grantee of its failure to carry out the approved program,the State and
FTA will impose such remedies as they may deem appropriate,which remedies may include termination of
financial assistance as set forth in Section 9 of this Agreement or other measures that may affect the ability
of the Grantee to obtain future financial assistance under the Federal Transit Act, as amended;Title 23,
United States Code(Highways), or the Intermodal Surface Transportation Efficiency Act of 1991,Pub.L.
102-240.
C.Disadvantaged Business Enterprises.The Grantee agrees to facilitate participation of disadvantaged
business enterprises (DBEs) as follows:
(1)The Grantee agrees to comply with current USDOT regulations at 49 C.F.R. Part 23 and Part 26,
including any amendments that maybe issued during the term of this Agreement.
(2)The Grantee agrees that it will not discriminate on the basis of race, color,national origin, or sex,
in the award and performance of any USDOT assisted contract.The Grantee agrees to take all necessary
and reasonable steps under 49 C.F.R.Part 23 to ensure that eligible DBEs have the maximum feasible
opportunity to participate in USDOT assisted contracts.The Grantee's DBE program,if required by 49
C.F.R. Part 23 and as approved by the USDOT, is incorporated by reference in this Agreement.
Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a
violation of this Agreement. Upon notification to the Grantee of its failure to carry out its approved
prozam. the USDOT may impose sanctions as provided for under 49 C.F.R. Part 23.
(3)The Grantee agrees to include the following clause in all agreements between the Grantee and
Sub recipients and in all third party contracts assisted by the FTA between the Grantee or sub recipients
and third part contractors:
The (Contractor, Sub-recipient, or Subcontractor) shall not discriminate on the basis of race, color,
national origin, or sex in the performance of this(contract or agreement). The recipients of 49 C.F.R.Part
23 and Part 26 and the grantee's USDOT-approved Disadvantaged Business Enterprise DBE)Program
(where required) are incorporated in this(contract or agreement)by reference. Failure by the(Contractor,
Sub recipient, or Subcontractor)to carry out these requirements is material breach of this (contract or
agreement), which may result in the termination of this(contract or agreement or such other remedy as (the
Grantee) deems appropriate.
(4)The Grantee agrees to treat lessees as follows:
(a)The Grantee agrees not to exclude DBEs from participation in business opportunities by
entering into long-term, exclusive agreements with non-DBEs for the operation of major
transportation-related activities for the provision of good and services to the facility or to the
public on the facility.
(b)Except as provided in this Section,the Grantee agrees to include lessees in its affirmative
action programs. The requirements of 49 C.F.R Part 23, do not apply to lessees, except for the
requirement that lessees avoid discrimination against DBEs.
D. Access Requirements for Individuals with Disabilities.The Grantee agrees to comply with, and require
that my sub-recipient, or third party contractor under this Project, comply with all applicable requiremems
of the Americans with Disabilities Act of 1990 (ADA),42 U.S.C. § 12101 et seq.; section 504 of the
Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; and the following Federal regulations including
any amendments thereto:
1. USDOT regulations, "Transportation Services for Individuals with Disabilities (ADA),"
49 C.F.R. Part 37;
2. USDOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities
Rece ving or Benefiting from Federal Financial Assistance," 49 C.D.R. Part 27;
3. U DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for
Transportation Vehicles," 49 C.F.R.Part 38;
4.Depar tment of Justice (DOJ)regulations, "Nondiscrimination on the Basis of Disability in State
11
and Local Government Services,"28 C.F.R. Part 35;
5.DOJ Regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and
in Commercial Facilities," 28 C.F.R.Pan 36;
6. General Services Administration regulations, "Construction and Alteration of Public Buildings,"
"Accommodations for the Physically Handicapped,"41 C.F.R.Part 101-19;
7. Equal Employment Opportunity Commission (EEOC) "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act," 29 C.F.R.Part 1630;
8.Federal Communications Commission regulations, "Telecommunications Relay Services and
Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R Part 64,
Subpart F
9.FTA regulations, "Transportation for Elderly/Handicapped Persons,"49 C.F.R.Part 609
10.Any implementing requirements FTA may issue.
SECTION 17.ENVIRONMENTAL AND RESOURCE CONSERVATION REOUIREMENTS.
The Grantee recognizes that many Federal and State statutes imposing environmental,resource
conservation, and energy requirements may apply to the Project. Some,but not all, of the major federal
laws that may affect the Project include: the National Environmental Policy Act of 1969,42 U.S.C.
§ 4321 et see.,the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq, and scattered sections of 29
U.S.C.; the Clean Water Act, as amended, scattered sections of 33 U.S.C. and 12 U.S.C.,the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et seq.; and the Comprehensive
Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. § 6901 et seq.The
Grantee also recognizes that the Environmental Protection Agency(EPA),the Federal Highway
Administration(FHWA) and other agencies of the Federal Government have issued and are expected in
the future to issue requirements in the form of regulations, guidelines, standards; orders, or other directives
that may effect the Project. Accordingly,the Grantee agrees to adhere to, and impose on its sub recipients,
any such Federal requirements, as the Government may now or in the future promulgate.Listed below are
requirements of particular concern to the FTA.The Grantee expressly understands that this list does not
constitute the Grantee's entire obligation to meet Federal requirements.
A.Air Quality. The Grantee agrees to comply with applicable requirements for EPA regulations,
"Conformity to State or Federal Implementation Plans of Transportation Plans,Programs, and Projects
Developed, Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act, "40 C.F.R,Part 51,
Subpart T,and"Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40
C.F.R.Part 93.To support the requisite air quality conformity finding for the Project,the Grantee agrees to
implement each air quality mitigation and control measure incorporated in the Project.The Grantee agrees
that any Project identified in an applicable State Implementation Plan(SIP)as a Transportation Control
Measure, will be wholly consistent with the description of the design concept and scope of the Project set
forth in the SIP.EPA also imposes requirements pertaining to the Clean Air, as amended, that may apply
to transit operators,particularly operators of large transit bus fleets.Thus,the Grantee should be aware that
the following EPA regulations, among others,may apply to its Project: "Control of Air Pollution From
Motor Vehicles and Motor Vehicle Engines," C.F.R.Part 85; "Control of Air Pollution From New and
In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines: Certification and Test Procedures,'
40 C.F.R. Part 86; and"Fuel Economy of Motor Ve-lcles," 40 C.F.R.Pan 600.
B.Energy Conservation.The Grantee and its third party contractors shall comply with mandatory
Standards and policies relating to energy efficiency that are contained in applicable State energy
conservation plans issued in compliance with the Energy Policy and Conservation Act 42 U.S.C.
§ 6321 et seq.
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SECTION 18.PRIVACY.
To the extent that the Grantee,its third party contractors or their employees administer any system of
records on behalf of the Federal Government,the Grantee agrees to comply with, and assures the
compliance of each affected third party contractor, with the information restrictions and other applicable
requirements of the Privacy Act of 1974, 5 U.S.C. 442 (the Privacy Act). Specifically:
A.Consent of Federal Government. The Grantee agrees to obtain the express consent of the Federal
Government before it or its third party contractors, or any of their employees, operates a system of records
on behalf of the Federal Government.
B.Acknowledgment of Civil and Criminal Penalties.The Grantee acknowledges that the requirements of
the Privacy Act,including the civil and criminal penaaes for violations of the Privacy Act apply to those
individuals administering a system of records for the Federal government under this Project, and that
failure to comply with the Privacy Act may result in termination of this Agreement.
SECTION 19.DRUG AND ALCOHOL ABUSE.
The Grantee,if Section 5311 funds recipient, agrees to comply with USDOT regulations, "Drug-Free
Workplace Requirements(Grants)," 49 C.F.R. Part 29, Subpart F.To the extent the Grantee or any third
party contractor, or their employees,perform a safety sensitive function under the Project, the Grantee
agrees to comply with, and assures the compliance of each affected third party contractor and their
employees,with 49 U.S.C. § § 5331, and FTA regulations, "Prevention of Prohibited Drug Use in Transit
Operations,"49 CFR Part 655.
SECTION 20. SEVERABILITY.
To the extent that this Agreement may be executed and performance of the obligations of the parties may
be accomplished within the intent of the Agreement,the terms of this Agreement are severable, and should
any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or
failure shall not affect the validity of any other term or provision hereof.
SECTION 21. SCHOOL BUS OPERATIONS.
Pursuant to 49 U.S.C. 5323(f) and 49 CFR Part 605, grantees and their sub recipients of FTA assistance
may not engage in school bus operations exclusively for the transportation of student and school personnel
in competition with private school bus operators unless qualified under specified exemptions. When
operating exclusive school bus service under an allowable exemption, grantees and their sub recipients
may not use federally funded equipment, vehicles or facilities.
SECTION 22.LABOR PROTECTION.
The Grantee, if a recipient of funds from Section 5311, agrees to comply with the terms and conditions of
the Section 13(c) special warranty for the Section 5311 program agreed to by the Secretaries of
Transportation and Labor dated May 31, 1979, and the procedures implemented by the Department of
Labor or any revision thereto.
SECTION 23. CHARTER SERVICE OPERATIONS
Grantee agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604,which provides that grantees and
their sub recipients of FTA assistance are prohibited from providing charter service using federally funded
13
equipment or facilities if there is at least one private charter operator wiling and able to provide the
service. except under one of the exceptions at 4s CFR 604.9 Any charter service provided under one of the
exceptions must be"incidental," i.e. it must no: interfere with or detract from the provisions of mass
transportation.
SECTION 24 CHANGE ORDERS.
Bilateral changes within the general scope of the agreement, as defined in Exhibit A,may be executed
using the change order letter process described in this paragraph and a form substantially equivalent to the
sample change order letter attached as Exhibit E for any of the following reasons.
1. Where the agreed changes to the specifications which result in an adjustment to the price, delivery
schedule or time of performance.
2. Where the agreed changes result in no adjustment to the price, delivery schedule or time of
performance. The change order shall contain a mutual release of claims for adjustment of price, schedules
or time of performance.
3. Where the changes to the agreement are priced based on the unit prices to be paid for the goods and/or
services established in the agreement.
4. Where the changes to the agreement are priced equal to or less than established catalog generally
extended to the public or on prices or rates set by law or regulation.
Other bilateral modifications not within the terms of this paragraph must be executed by formal
amendment to the agreement, approved in accordance with state law.
SECTION 25. OPTION PROVISIONS.
The state may require continued performance for a period not to exceed one year for any services at the
rates and terms specified in the agreement. The State may exercise the option by written notice to the
Grantee within 30 days prior to the end of the current agreement term in a form substantially equivalent to
Exhibit D.
If the State exercises this option,the extended agreement will be considered to include this option
provision. The total duration of this agreement, including the exercise of any options under this clause,
shall not exceed three (3)years.
SECTION 26.MISCELLANEOUS.
A. The Grantee agrees to take appropriate measures necessary to ensure compliance by all third party
contractors and other entities participating in the Project with those Federal requirements applicable to
their performance in the Project. Grantee shall include in all third party subcontracts entered into pursuant
to this Agreement the above Sections which are so indicated therein, using a format suggested by the State.
The Grantee shall notify the State of all third party contracts using Project funds. In addition,the Grantee
shall include the following provisions in any advertisement or invitation to bid for any procurement under
this Agreement:
14
1
Statement of Financial Assistance
This contact is subject to a financial ass:_,tance agreement between
the State of Cciorado,the U.S.Department of Transportation,
aria the Federal Transit Administration
B.The Grantee warrants that it has the lawful authority to enter into this Agreement, and that it has taken
all actions and complied with all procedures necessary to execute the authority lay-fully in entering this
Agreement, and that the undersigned signatory for the Grantee has been is fully delegated the authority to
sign this Agreement on behalf of the Grantee.
C.Remedies for Grantee's failure to comply with any federal or state laws or regulations specified herein
shall be limited to the remedies specified in such laws and regulations together with the remedies stated in
this Agreement.
D.This agreement is intended solely to fund the Project proposed by Grantee and to define the rights and
responsibilities between the parties with respect to such funding.This Agreement is not intended to create
any third party rights nor are third parties entitled to rely upon any provision.
E.This Agreement is subject to and contingent upon sufficient funds being appropriated,budgeted or
otherwise made available to Grantee for purposes of meeting all or any portion of Grantee's obligations
hereunder.
•
15
•
•
Section 27. Special Provisions
For Use Only with Inter-Governmental Contracts)
I. CONTROLLER'S APPROVAL. CRS 24-30-202(1)
This attract shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such assistant as he may designate.
2. FUND AVAILABILITY. CRS 24-30-202(5.5)
Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated,
budgetttt and other.-se made available.
3. INDEMNIFICATION.
To the extent authorized by law,the contractor shall htdenmify,save,and hold harmless the State against any and all claims,damages,liability and
court awards including costs,expenses,and attorney fees incurred as a result of any act or omission by the Contractor,or its employees,agents,
subcontractors,or assignees pursuant to the terms of this contract
Nc term or condition of this contract shall be construed or interpreted as a waiver,express or implied,of any of the immunities,rights,benefits,
p:otection,or other provisions for the parties,of the Colorado Governmental Lmmunity Act,CRS 24-10-101 et seq.or the Federal Tort Claims Act,
23 U.S.C.2671 et seq.as applicable,as now or hereafter amended.
4. INDEPENDENT CONTRACTOR. 4 CCR 801-2
1 'F CONTRACTOR SHALL PERFORM ITS DUTIES HFa FONDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE
CONTRACTOR NOR ANY AGENT OR EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE STATE.
CONTR.CTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAMPS AND INCOME TAX AND LOCAL F'.EAD TAX ON ANY MONIES PAID BY THE
STATE PURSUANT TO THIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO
UNEMPLOYMENT INSURANCE BENEFITS UNLESS rim CONTRACTOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT
PAY FOR OR 01 rmRWISE PROVIDE SUCH COVERAGE. CONTRACTOR SHALL HAVE NO AUTHORIZATION,EXPRESS OR IMPLIED,TO BIND THE STATE TO
ANY AGREEMENTS,LIABILITY,OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND KEEP IN FORCE
WORKERS'COMPENSATION(AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE)AND UNEMPLOYMENT COMPENSATION
INSURANCE IN THE AMOUNTS REQUIRED BY LAW,AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE CONTRACTOR,ITS EMPLOYEES AND
AGENTS.
5. NON-DISCRIMINATION.
The contactor agrees to comply with the letter and the spirit of all applicable state and federal laws respecting discrimination and unfair employment
practices.
6. CHOICE OF LAW.
The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation,execution,and enforcement of
this contact Any provision of this contact,whether or not incorporated herein by reference,which provides for arbitration byany extrajudicial body or
person or which is otherwise in conflict with said laws,rules,and regulations shall be considered null and void. Nothing contained in any provision
incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall 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 will not
invalidate the remainder of this contract to the extent that the contact is capable of execution.
At all times during th:performance of this contact,the Contractor shall strictly adhere to all applicable federal and slate laws,rules,and regulations
that have been or may hereafter be established.
7. Software Piracy Prohibition Governor's Executive Order
No State or other public funds payable under this Contract shall be used for the acquisition,operation or maintenance of computer software in
violation of United States copyright laws or applicable licensing rt frictions.The Contractor hereby certifies that,for the term of this Contract
and any extensions,the Contractor has in place appropriate sysr_ms and controls to prevent such improper use of public funds. If the State
determines that the Contractor is in violation of this paragraph,the State may exercise any remedy available at law or equity or under this
Contract,including,without limitation.immediate termination of the Contract and any remedy consistent with United States copyright laws or
applicable licensing restrictions.
8.EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 &CRS 24-50-507
The signatories aver that to their for wledge,no employee of the State of Colorado has any personal or beneficial interest
whatsoever in the serdce or proper, described herein.
16
— r_ .. 1
C4 Y;a!C CrunC/ 5311 r - - -- -
- -=1 T" - Tost r
CONTRACTOR: ST4rECFCCLGP_;DO. 'V
G O'E R-
Legal Name of Contracting Entity F ecc rise Director
84-5CC0-813 Deporm:-: ;1T-ansporar n
Social
Security Number oorr FEIN
� R LEGAL REVIEW:
Signature of Authorized Officer
ATTORNEY GENERAL
Robert D. Masden, Chair ByIQL� ��
tik' k
Board of f nnnt . '
Print Name&Title of uthorized Officer
(01/21/2004)
CORPORATIONS: t E it
(A corporate attests rc is r i )Le Ares:(Seal) ;v
(Corporate Secretary or Equivalent,or � 7141. •`Z ,=..1 (Place r
Deputy Clerk to be sF• corporate seal here. if
available.)
ALL CONTRACTS MUST BE APPROVED BY THE ST-.T= C C)\TROLLER
CRS 2_--30-302 requires that the State Controller approve all s��e cornes. This contra_: is net valid until the 5::::
Conaciler,or such ass:stant as he may deieguea has sice.1 it. T,e ccns__:cr:s not a40tor:ze-' to pagan prc=0:
until the contract is signed and dated below. If performance bemns prior to the date below, the Scte of Coi:to
may not be obit gated to pay for the goods and or services provided.
STATE CONTROLLER:
DI:: 1 ! . C,f.. i i jC (Li
Effective Date:July 1.2003
17
EXHIBIT A
SCOPE OF WORK AND CONDITIONS
WELD COUNTY
A. Standards of Performance
1. The Grantee will provide a minimum of 116,746 one-way passenger trip per year, at a
maximum operating and administrative cost of$8.68 per one-way trip, a maximum cost of S 1.57
per mile and a maximum cost of$36.13 per vehicle hour. Standards of performance will be
measured. reported and averaged at least quarterly. Measurement of these standards will
commence with the presentation of the Grantee's first monthly report and request for
reimbursement.
2. Performance will be reviewed quarterly. The State will begin its review no later than 30
calendar days after each performance quarter. If the State's review determines that the Grantee's
performance does not meet the standards of performance set forth in paragraph A.1. above, the
following steps will be taken:
a. The St ::e will notify the Grantee in writing that performance does not meet the requirements
of this Agreement.
b. Thirty (30)calendar days after date of such notification, the Grantee will submit to the State a
written explanation of the cause(s) of the substandard performance, which shall include a written
plan for improving performance.
c. The State will review the plan for improvement and notify the Grantee of its approval within
21 days.
d. If the plan is approved by the Department, the Grantee will implement the plan immediately
upon receipt of the State's notification. If the plan is not approved by the Department remedial
measures will be determined on a case by case basis. Such remedial measures may include
termination of this Agreement and return of the grant funds or capital equipment purchased with
such funds, in accordance with the terms of Section 8.
B. Project Budget
1. The net Project cost is estimated to be and shall be shared as follows:
Admin Costs Op Deficit
GBL(PG 34) GBL(PP 34)
Federal Share (70%) $13,950 (50%) $ 79,050
Local Share (30%) $ 5,979 (50%) $ 79,050
TOTAL $19,929 $158,100
2. The Project Cost shall not exceed the maximum allowable cost of$178.029. The State
will pay no more than 70% of only the eligible, actual administrative costs up to the maximum
federal amount of$13,950 no more than 50% of only the eligible, actual operating costs up to the
maximum federal amount of$79,050. The Grantee shall be solely responsible for all costs
incurred in the Project in excess of the amount paid by the State from federal funds for the federal
share of eligible, actual costs. In the event the final, actual Project cost is less than the maximum
allowable cost of$178.029 the State is not obligated to provide any more than 70% of the
eligible, actual administrative nor any more than 50% of the eligible, actual operating costs and
shall retain the remaining balance of the federal share.
18
3. Up to one half of the Grantee's share for administrative,and operating expenses may be
provided from unrestricted federal funds. At least one half must be from sources other than
federal 1 unds. The Grantee's Share,together with the Federal share, shall be in an amount
sufficient to assure payment of the net Project cost. fhe State shall have no obligation to provide
State funds for use on this Project. The State will administer federal funds for this Project under
the terms of this Agreement.provided that the federal share of FTA funds to be administered by
the State are made available and remain available. In no event shall the State have any obligation
to provide State funds or provide federal FTA funds for the Grantee's share of the Project. The
Grantee shall initiate and prosecute to completion all actions necessary to enable the Grantee to
provide its share of the Project costs at or prior to the time that such funds are needed to meet
Project costs.
4. No refund or reduction of the amount of the Grantee's Share to be provided will be
allowed unless there is at the same time a refund or reduction of the federal share of a
proportionate amount.
5. Federal funds shall not be used to reimburse the Grantee for expenses not incurred in
cash by the Grantee (e.g., donated or in-kind goods and services), though such expenses may be
used as the Grantee's share. No more than 30 percent of Project administrative expenses nor
more than 50 percent of Project operating expenses may be attributed to non-cash, donated, or
in-kind expenses.
C. Reimbursement eligibility
Requests for reimbursement for project costs will be paid to the Grantee upon presentation of
invoice(s)to the State for eligible costs incurred through December 31, 2004 and within the limits
of Section 3 of this Agreement. The Grantee may request reimbursements no more than monthly,
and will be reimbursed based on the ratio of Federal Share and Local Share set forth in Project
Budget above. However, if the Grantee is designated by the State as a"High Risk Grantee," as
set forth in its State Management Plan. the State reserves the right to limit its reimbursement to
the Grantee in any given month to 10% of the total grant award in order to ensure that Project
services could be provided throughout the year in the event the Grantee encounters financial
stability. The final invoice shall be submitted no later than sixty (60) days after the above date.
D. Contract Expiration
The Agreement shall expire when the capital equipment no longer has a federal interest, as
determined by the State. If no capital equipment is obtained, the contract shall expire upon final
reimbursement by the State,within the limits of Section C. above.
E. Project Description
The Grantee shall perform all the Project activities as described on page 10 and elsewhere in the
application for funding submitted to the State on June 6, 2003 and as specifically described
below. That application is incorporated herein by reference to the extent consistent with this
Agreement.
The Transit system is demand response and modified demand response open 5 days per week, 52
weeks per year. The summer months may have hours that differ from the regular program
because of the migrant daycare program. The regular routes to rural towns are built around a call-
in system.
19
County transit service is available to the incorporated and unincorporated areas of Weld County,
excluding the City of Greeley, and is general public with a large number of riders being, elderly,
disabled, and low-income individuals.
The Grantee will advertise its service as available to the general public. Service will not be
explicitly limited by trip purpose or client type.
The Grantee will provide comparable transportation sen'ices to persons with disabilities
according to the Americans with Disabilities Act of 1990.
The Grantee will comply with the Federal Transit Administration Drug and Alcohol Regulations.
Any costs incurred by the Grantee for which the Grantee receives reimbursement from other FTA
funds(i.e., Section 5310, RTAP) may not be listed as a cost to be shared by FTA on the monthly
reimbuiTement request.
F. Safety Data
The Grantee shall maintain and submit, as requested, data related to bus safety. This may
include, but not be limited to, the number of vehicle accidents within certain measurement
parameters set forth by the State; the number and extent of passenger injuries or claims; and, the
number and extent of employee accidents, injuries and incidents. +
G. High Risk Designation
The State has informed the Grantee, in a letter to the Grantee dated October 27, 2003,that the
Grantee has been designated as a High Risk Grantee, as per the terms of such designation set
forth in the State's State Management Plan filed with the Federal Transit Administration. The
purpose of such designation is to notify the Grantee of its' failure to perform satisfactorily in
meeting the terms of past contracts with the State. The purpose is also to require the Grantee to
take remedial action in order to avoid future consequences for failure to perform satisfactorily.
Set forth below are remedial steps that will be taken by the State and the grantee, for the term of
this contract. Prior to executing the 2005 contract, the transit unit manager and staff will review
the compliance issue deadlines as listed for the 2004 contract. After thorough evaluation, will
determine if the Grantee shall continue on High Risk Designation for 2005. If it is determined by
transit unit manger and staff that there are significant reasons that the Grantee should continue on
the High Risk Designation, a meeting will be arranged between transit unit manager and staff and
the Grantee to review the reasons for the continued High Risk Designation. The Grantee will
attend the annual 2004 Fall Transit Conference Grantee workshop.
Terms of High Risk Designation:
1. Communication - all written,FAX and e-mail communication between the State and the
Grantee u i11 be sent to the State's transit unit manager and appropriate staff as well as to
Walt Speckman, Director of Weld County Human Services;Patsy Drewer, Weld County
Transportation Manager; and Marilyn Carlino, Weld County Business Office. These
communications may also need to be sent to the State's Modal Planning Manager as
appropriate and as required by the transit unit manager.
20
2. Reporting deadlines—the State will require the submittal of certain documentation,as
listed below, within stated deadlines. The required documentation includes the
following:
annual report: Grantee's annual financial audit; Disadvantaged Business Enterprise
Quarterly reports; proof of insurance certification for vehicles in which there is a
federal interest; various materials related to the procurement of one vehicle and
radios;vehicle titlewith the State listed as first lien holder; 2005 grant application update
with certific;,tions and asst:ances; monthly or q-innerly reimbursement request
submittals, with complete data in Part B; Drug and Alcohol MIS report that is due March
15, 2004;and,the preparation for and follow up documentation required after two
scheduled on-site compliance visits.
Whenever a reporting deadline is missed for any of the documentation listed above,the
transit unit manager will contact Walt Speckman within three working days.
3. Site visits—The State may conduct additional on-site visits of the Grantee during the year
to verify that the Grantee is taking steps to rectify its' failure to comply with contract
provisions.
4. It is understood that failure to follow the remedial actions set forth above would result in
the State continuing the High Risk Grantee designation for the 2005 contract as well as
the possible reduction of Sections 5310 and 5311 funding for 2005,based on the failure
to meet the State's requirement that grantees possess the "fiscal and managerial
capability"to manage grants.
21
•
EXHIBIT B SECTION 5311
Page 1
GUIDANCE FOR AUDIT OF GRANTEE COMPLIANCE
WITH FTA REQUIREMENTS
Federal Domestic Assistance Catalog No.20.509
I. PROGRAM OBJECTIVES
Grants made under the Section 5311 program are av:Cable through States to provide capital operating and
administrative assistance to public transportation systems in non-urbanized areas.
II. PROGRAM PROCEDURES
Ar-ual formula apportionments are made to States who apply for funds on behalf of local recipients and
administer the program. The Colorado Department of Transportation is the state agency designated by the
Go\error to supply for and administer the funds. The Department,the recipient.awards funds to subrecipients,
hereinafter referred to as Grantees,on a competitive basis.
III COMPLIANCE REQUIREMENTS AND SPECIAL AUDIT PROCEDURES
A. Matching Requirements
1.Compliance Requirements: The minimum local matching requirements for operating assistance (costs directly
associated with operations)is 50 percent of the net operating deficit. The operating deficit is determined by subtracting
operating revenue from total operating expenses. Operating revenue includes rider fares and donations,and advertising
revenue(e.g.. "rolling billboards"). No capital equipment purchases can be charged to operating costs.
The minimum local match for capital equipment purchases is 20 percent and must be in cash. The equipment purchase
(s) must be consistent with the equipment specified in the Agreement's Scope of Work and Conditions (Exhibit A).
Capital equipment is defined as any item costing over$500 with a useful life of over one year.
The minimum local match for administrative expenses is 30 percent. In general,administrative costs include the salaries
of administrators and fiscal personnel, advertising,and overhead. No capital equipment purchases can be charged to
administrative costs.
The local match for operating and administrative assistance can be in the form of documented in-kind contributions. All
local match mist be expended for the Project, as described in Exhibit A. Local match cannot be used to match other
programs. Up to 50 percent of the local match can be derived from unrestricted federal sources.
2.Suggested Audit Procedures:
a. Examine the Scope of work and Conditions (Exhibit A).
b. Ascertain the total Project cost.
c. Determine whether local matching funds were applied to the uses for which they were committed.
d. Verify that payment of federal funds is accompanied by the appropriate share of local matching funds,that in-
kind contributions are documented,that matching funds are not used to match other programs,and that federal funds used
as match do not exceed the 50 percent threshold,and that no capital equipment purchases were charged as adminis_-ative
or operating expenses
B. Allowable Costs
1. Compliance Requirements: Expenditures made by the Grantee and charged to the
Project must meet the requirements set forth in Section 7 of this Agreement. In general, costs
which arc not allowable include entertainment, depreciation, interest, fines and penalties,fund
raising expenses, and costs related to providing services in urbanized areas (areas with a
22
population over 50.000, w1iich include the metropolitan areas of Boulder, Colorado Springs.
Denver,Fort Collins, Grand Junction, Greeley,Longmont and Pueblo.) The Grantee shall
determine the costs of serving urbanized areas based on that percentage of passenger trips
provided in urbanized areas as compared to those provided in nonurbanized areas.
Grantees serving resort areas and providing seasonal levels of service may only be reimbursed at
that level of service provided year round,based on the average of the low quarter's monthly service hours
applied to annual costs.
Grantees submit monthly(or quarterly) reimbursement requests to the State. On that report
Grantees indicate total transportation costs. which may include costs not related to the Project. The
"Amount to be shared by FTA"columns represent the Pro act costs and may not include non-allowable
costs.
No more than 30 percent of the Project administrative expenses nor more than 50 percent of the
Project operating expenses may be attributed to non-cash, in-kind expenses.
2. Suggested Audit Procedures:
a. Review Section 7 of this Agreement.
b. Review at least three reimbursement requests submitted by the Grantee to the State.
Ascertain whether the Grantee included any non-allowable costs in the"Amount to be
shared by FTA"columns.
c. Ascertain whether the Grantee has sufficient controls and procedures in place to ensure
non-allowable costs are not charged to the Project.
C. Accounting Records
Grantees are expected to maintain accounting records in accordance with Section 5 of
this Agreement.
Suggested Audit Procedures:
a. Review Section 5 of this Agreement.
b. Ascertain whether the Grantee's procedures and records are in compliance.
23
•
EXHIBIT C-SECURITY AGREEMENT
This Security Agreement is made by and between the State of Colorado for the use and benefit of THE COLORADO
DEPARTMENT OFTR.NVSPORTATI,-DN,DIVISIONOFTRANSPORT.'.TIONDEVELOPMENT,hereinafterreferre to as
"the State"and ,a Colorado private nonprofit organization,hereinafter referred to as"the Grantee".
A. Purpose. This Security Agreement is made for the purpose of securing the federal intere t for the State in transit vehicles
or other project equipment("Project Equipment")purchased with Federal Transit Administration(FTA)grant funds awarded to
the Grantee pursuant to the Agreement between the parties dated this Jay of ,20 and identified as
contract#
The security interest granted to the State herein is to ensure that the State may access,protect and,if necessary,dispose of the
federal interest in each item of Project Equipment and to ensure the proper r'a of the Project Equipment. The Grantee shall have
no right in the federal interest in such Project Equipment.
B. Project Eeuipment. Not later than three days after the purchase and acceptance of Project Equipment,the Grantee shall
complete and return to the State the"Certificate of Procurement and Acceptance"form,which then becomes Addendum Ito this
Secur y Agreement. In the case of vehicle procurement,this certificate must indicate the year,make,model,VIN,and any other
information needed to register the vehicle.
C. Security Interest. In consideration of the value provided to the Grantee under the Agreement dated this day of
, 20_ and identified as contract # , the Grantee hereby gives and grants to the State a
security interest in the Project Equipment described in Addendum I and/or described below as follows:
MAKE/MODEL/VIN:
This security interest shall apply to the Project Equipment acquired pursuant to the Agreement dated this day of
, 20_ and identified as contract # , whether purchased before or after the date this Security
Agreement is executed. The Grantee hereby authorizes the State to describe in the space above the Project Equipment subject to
this Security Agreement.
D. Lien. The State may place a lien on the title of each Project Equipment vehicle based upon this Security Agreement. The
State shall retain physical possession of the titles of such Project Equipment vehicles and the Grantee agrees that the State shall be
considered"in possession"of such vehicles for the purpose of any document required by State law to repossess such vehicles if
necessary.
E. Disposition of Equipment. In addition to the security interest granted herein,the Grantee agrees to and acknowledges the
right of the State to remove all Project Equipment from the Grantee's premises and to take possession of any of the Project
Equipment,if the Grantee fails to satisfactorily perform the Project services as detailed in the Agreement,or if the State determines
for any other reason,including but not limited to termination of the Agreement,that the disposition of the federal interest in such
Project Equipment is in the best interest of the State. The Grantee agrees that it will in no way oppose the State's exercise of such
right and that it will assist the State to obtain possession and to remove such vehicles.
F. Assignment. The Grantee agrees not to assert against any assignee of the State any defenses or claims the Grantee may have
against the State
C. Resolution. The Grantee's Board of Directors shall adopt a resolution approving this Security Agreement and authorizing its
President to execute this Security Agreement. That resolution shall be attached to this Security Agreement.
ATTEST: FOR THE GRANTEE By:
Print Name:
Date: Title:
24
Exhibit C
Page 2
CERTIFICATION OF PROCUREMENT AND ACCEPTANCE
(Security Agreement Addendum I)
(Grantee's Name)hereby acknowledges receipt of the following vehicle:
Year/Make/Model Vehicle Identification Number
and accepts same as in substantial compliance with the requirements contained in the bid package and agreement with
(Vendor's Name),and waives any claim for changes for any variation from said
requirements.
(Grantee's Name)hereby certifies that it has examined the specifications,bid procedures,award documents,and the
proceedings followed and find that the procurement of the above equipment is consistent with and meets all the
program requirements as outlined in its Agreement with the State of Colorado,the Colorado Department of
Transportation,Division of Transportation Development,dated this day of ,20 and
identified as contract#
(Grantee's Name)further certifies that it will comply with the terms of
Exhibit C("Security Agreement")of the contract named above and it hereby gives and grants to the State a security
interest in this vehicle in the amount of$
Organization:
By:
Date:
Notary Public:
My Commission Expires:
25
SAMPLE OPTION LETTER
Exhibit D
Date: State Fiscal Year: Option Letter No.
SUBJECT: (Please indicate purpose by choosing one of the following)
1 - Option to renew only (for an additional term)
2 - Change in the amount of goods within current term
3 - Change in amount of goods in conjunction with renewal for additional term
4 - Level of service change within current term
5- Level of service change in conjunction with renewal for additional term
In accordance with Paragraph(s) of contract routing number (FY)
(Agency) (Routing #), between the State of Colorado, Department of Transportation,
(division name), and (contractor's name) the state hereby exercises the option for an
additional term of (include performance period here) at a cost/price specified in
Paragraph/Section/Provision , AND/OR an increase/decrease in the amount of
goods/services at the same rate(s) as specified in Paragraph/Schedule/Exhibit
The amount of the current Fiscal Year contract value is increased/decreased by ($ amount of
change) to a new contract value of ($ ) to satisfy services/goods ordered
under the contract for the current fiscal year (indicate Fiscal Year). The first sentence in
Paragraph/Section/Provision is hereby modified accordingly.
The total contract value to include all previous amendments, option letters, etc. is ($ ).
APPROVALS:
State of Colorado:
Bill Owens, Governor
By: Date:
Executive Director
Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the Str.:e
Controller. or such assistant as he may delegate,has signed it.The contractor is not authorized to begin performance
until the contract is signed and dated below. If performance begins prior to the date below,the State of Colorado
myy not be obligated to pay for goods and/or services provided.
State Controller
Arthur L. Barnhart
By:
Date:
•
26
SAMPLE BILATERAL CHANGE ORDER LETTER
Exhibit E
Date: _State Fiscal Year: Bilateral Change Order Letter No.
In accordance with Paragraph of contract routing number (FY) (Agency) (Routing #)
between the State of Colorado Department of Transportation (dit'`sion and (contractor's name)
covering the period of (include performance period here)) the undersigned agree that the
supp'r:es/services affected by this change letter are modified as follows:
Choice#1: Services/Supplies
Exhibit/Attachment , Schedule of Equipment for Maintenance or Schedule of
Delivery, is amended by (adding/deleting) or(increasing/decreasing) the level of services. The
term of this contract is hereby modified by (increasing/decreasing) the ending term date as
appropriate to the change made above.
Choice#2: Price/Cost
The maximum amount payable by the State for (service/commodity) in
Paragraph/Schedule/Exhibit/Attachment/provision/Section is (increased/decreased) by
($ amount of change) to a new total of ($_) based on the unit pricing schedule in
Exhibit/Attachment . The first sentence in Paragraph is hereby modified accordingly.
The total contract value to include all previous amendments, change orders, etc. is ($_).
Choice #3 No Cost Change
The parties agree that the changes made herein are "no cost" changes and shall not be the
basis for claims for adjustment to price, cost ceiling, delivery schedule, or other terms or
conditions of the contract. The parties waive and release each other from any claims or
demands for adjustment to the contract, including but not limited to price, cost, and schedule,
whether based on costs of changed work or direct or indirect impacts on unchanged work.
[Include this sentence]: The effective date of this change order is upon approval of the State
Controller or (date), 20 _ whichever is later.
Please sign, date, and return all copies of this letter on or before 20
APPROVALS:
Contractor Name: State of Colorado:
Bill Owens, Governor
By: By: Date:
Name For the Executive Director
Title Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24-30-202 requires that the State Controller approve all state contracts. This contract
is not valid until the State C ntroller, or such assistant as he may delegate, has signed it.
The contractor is not authorized to begin performance until the contract is signed and dated
below. If performance begins prior to the date below, the State of Colorado may not be
obiigated to pay for goods and/or services prc✓ided.
State Controller
Arthur L. Barnhart
By:
Date
27
44,1S:014CLERK TO THE BOARD
PHONE (970) 336-7215, EXT.4218
FAX: (970) 352-0242
P.O. BOX 758
IGREELEY, COLORADO 80632
C.
COLORADO
STATE OF COLORADO)
ss
COUNTY OF WELD )
I, Donald D. Warden, Clerk to the Board of County Commissioners, in and for the County
of Weld, State of Colorado, do hereby certify that the attached copy of Resolution #2004-0293,
dated January 21, 2004, is a duplicate of the original Resolution on file in the Weld County Clerk
to the Board's office.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said
County at Greeley, Colorado, this 3rd day of February, 2004.
CLERK TO THE :TA'
si
DEPUTY CLERK Tr."H : m
T
stri
TO: Chair, Weld County Board of
County Commissioners
COLORADO FROM: Walt Speckman, wr-
Human Services Executive Director
SUBJECT: 2004 CDOT Signatures and Resolution
DATE: January 19, 2004
Enclosed are three original Signature pages and three originals Resolutions for the 2004, Grant
5310 and 5311 contracts, between Weld County Board of County Commissioner and the
Colorado State Department of Transportation.
If you have questions,please call me at ext. #3317 or Patsy Drewer, ext. #3490.
2004-0293
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