HomeMy WebLinkAbout20173096.tiffDocuSign Envelope ID: 71D403E4-75F6-4255-9532-5BEBCDE532B1
STATE OF COLORADO SUBAWARD AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number / PO #
20-HTD-ZL-03181 / 491002134
Subrecipient
WELD COUNTY
Agreement Performance Beginning Date
The Effective Date
Initial Agreement Expiration Date
March 31, 2022
Subaward Agreement Amount
Federal Funds
Maximum Amount (82.79%) $502,000.00
Local Funds
Local Match Amount $104,353.00
(17.21%)
$606,353.00
Agreement Total
Fund Expenditure End Date
March 31, 2022
Agreement Authority
Authority to enter into this Agreement exists in
CRS §§43-1-106, 43-1-110, 43-1-117, 43-1-701,
43-1-702 and 43-2-101(4)(c), appropriated and
otherwise made available pursuant to the FAST
ACT, MAP -21, SAFETEA_LU, 23 USC § 104
and 23 USC §149.
Agreement Purpose
Having been awarded this Project under the current Statewide Transportation Improvement Plan (STIP),
Grantee, who is responsible for the Continuing, Comprehensive, and Cooperative (3C) Urban
Transportation Planning Process, desires to enter into a grant with CDOT to develop, implement, and
monitor its Congestion Mitigation and Air Quality ("CMAQ") Project for their Carbon Monoxide
Nonattainment Area(s), financed by the use of Congestion Mitigation and Air Quality funds in accordance
with FHWA and State policies.
CDOT desires to enter into this Grant for such Services from Grantee by obtaining federal financial
assistance for congestion mitigation and air quality programs through FHWA, provided that the project is
performed in accordance with the terms and conditions contained in this Grant and in accordance with
applicable federal laws and regulations.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A — Statement of Work and Budget.
2. Exhibit B — Sample Option Letter.
3. Exhibit C — Federal Provisions.
4. Exhibit D — Additional Program Requirements.
5. Exhibit E — Title VI -Civil Rights.
In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such
conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:
1. Exhibit C — Federal Provisions, Exhibit D — Additional Program Requirements, and Exhibit E — Title
VI -Civil Rights.
2. Colorado Special Provisions in §17 of the main body of this Agreement.
3. The provisions of the other sections of the main body of this Agreement.
4. Exhibit A — Statement of Work and Budget.
5. Exhibit B — Executed Option Letters (if any.)
Principal Representatives
For the State: For Subrecipient:
Betsy Jacobsen Elizabeth Relford
Division of Transportation Development WELD COUNTY
Colorado Dept. of Transportation PO BOX 758
2829 W. Howard Place GREELEY, CO 80632-0758
Denver, CO 80204 erelford@co.weld.co.us
betsy.jacobsen@state.co.us
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this
Agreement and to bind the Party authorizing such signature.
SUBRECIPIENT
WELD COUNTY
Iliac, FruAlatA,
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
Stom- ttsotA,
Chai r, Board of Commi ssi oners
By: Rebecca White, Director
Division of Transportation Development
5/11/2020
Date:
By: Mike Freeman, Chair
5/11/2020
Date:
2nd State or Subrecipient Signature if needed
Z••LL •• __ --
�V �e4.,e-X
LEGAL REVIEW
Philip J. Weiser, Attorney General
N/A
clerk to the Board
By: Assistant Attorney General
Date:
By: Esther Gesick
5/11/2020
Date:
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
ovt C,op.e.Jrt vGio
By: Department of Transportation
5/12/2020
Effective Date:
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this
Agreement and to bind the Party authorizing such signature.
SUBRECIPIENT
WELD COUNTY
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By: Rebecca White, Director
Division of Transportation Development
Date:
By: Mike Freeman, Chair
Date:
2nd State or Subrecipient Signature if needed
LEGAL REVIEW
Philip J. Weiser, Attorney General
By: Assistant Attorney General
Date:
By: Esther Gesick
Date:
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: Department of Transportation
Effective Date:
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TABLE OF CONTENTS
1. PARTIES 3
2. TERM AND EFFECTIVE DATE 3
3. DEFINITIONS 4
4. STATEMENT OF WORK AND BUDGET 6
5. PAYMENTS TO SUBRECIPIENT 6
6. REPORTING - NOTIFICATION 8
7. SUBRECIPIENT RECORDS 9
8. CONFIDENTIAL INFORMATION - STATE RECORDS 10
9. CONFLICTS OF INTEREST 11
10. INSURANCE 11
11. BREACH OF AGREEMENT 12
12. REMEDIES 13
13. DISPUTE RESOLUTION 14
14. NOTICES and REPRESENTATIVES 14
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 15
16. GENERAL PROVISIONS 15
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 17
1. PARTIES
This Agreement is entered into by and between Subrecipient named on the Cover Page for this Agreement (the
"Subrecipient"), and the STATE OF COLORADO acting by and through the State agency named on the Cover
Page for this Agreement (the "State"). Subrecipient and the State agree to the terms and conditions in this
Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be
expended by the Fund Expenditure End Date shown on the Cover Page for this Agreement. The State shall
not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to
pay Subrecipient for any Work performed or expense incurred before the Effective Date, except as described
in §5.D, or after the Fund Expenditure End Date.
B. Initial Term
The Parties' respective performances under this Agreement shall commence on the Agreement Performance
Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement
Expiration Date shown on the Cover Page for this Agreement (the "Initial Term") unless sooner terminated
or further extended in accordance with the terms of this Agreement.
C. Extension Terms - State's Option
The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the
Initial Term for a period, or for successive periods, of one year or less at the same rates and under the same
terms specified in this Agreement (each such period an "Extension Term"). In order to exercise this option,
the State shall provide written notice to Subrecipient in a form substantially equivalent to the Sample Option
Letter attached to this Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at
its discretion, upon written notice to Subrecipient in a form substantially equivalent to the Sample Option
Letter attached to this Agreement, may unilaterally extend such Initial Term or Extension Term for a period
not to exceed two months (an "End of Term Extension"), regardless of whether additional Extension Terms
are available or not. The provisions of this Agreement in effect when such notice is given shall remain in
effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon
execution of a replacement Agreement or modification extending the total term of this Agreement.
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E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as determined
by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the
State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this
Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for
convenience. This subsection shall not apply to a termination of this Agreement by the State for Breach of
Agreement by Subrecipient, which shall be governed by §12.A.i.
i. Method and Content
The State shall notify Subrecipient of such termination in accordance with §14. The notice shall specify
the effective date of the termination and whether it affects all or a portion of this Agreement, and shall
include, to the extent practicable, the public interest justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Subrecipient shall be subject
to the rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Subrecipient an amount
equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the
percentage of Work satisfactorily completed and accepted, as determined by the State, less payments
previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State,
the State may reimburse Subrecipient for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Subrecipient which are directly attributable to the
uncompleted portion of Subrecipient's obligations, provided that the sum of any and all reimbursement
shall not exceed the Subaward Maximum Amount payable to Subrecipient hereunder.
F. Subrecipient's Termination Under Federal Requirements
Subrecipient may request termination of this Agreement by sending notice to the State, or to the Federal
Awarding Agency with a copy to the State, which includes the reasons for the termination and the effective
date of the termination. If this Agreement is terminated in this manner, then Subrecipient shall return any
advanced payments made for work that will not be performed prior to the effective date of the termination.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Agreement" means this subaward agreement, including all attached Exhibits, all documents incorporated
by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award.
The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of
the Federal Award specifically indicate otherwise.
C. "Breach of Agreement" means the failure of a Party to perform any of its obligations in accordance with
this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under
any bankruptcy, insolvency, reorganization or similar law, by or against Subrecipient, or the appointment of
a receiver or similar officer for Subrecipient or any of its property, which is not vacated or fully stayed within
30 days after the institution of such proceeding, shall also constitute a breach. If Subrecipient is debarred or
suspended under §24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment
or suspension shall constitute a breach.
D. "Budget" means the budget for the Work described in Exhibit A.
E. "Business Day" means any day other than Saturday, Sunday, or a legal holiday as listed in §24-11-101(1),
C.R.S.
F. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S.
G. "Deliverable" means the outcome to be achieved or output to be provided, in the form of a tangible or
intangible Good or Service that is produced as a result of Subrecipient's Work that is intended to be delivered
by Subrecipient.
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H. "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State
Controller or designee, as shown on the Signature Page for this Agreement.
I. "End of Term Extension" means the time period defined in §2.D.
J. "Exhibits" means the exhibits and attachments included with this Agreement as shown on the Cover Page
for this Agreement.
K. "Extension Term" means the time period defined in §2.C.
L. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract, under
the Federal Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the
Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal
Award. The term does not include payments to a Subrecipient or payments to an individual that is a
beneficiary of a Federal program.
M. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. Federal
Highway Administration (FHWA) is the Federal Awarding Agency for the Federal Award which is the
subject of this Agreement.
N. "FHWA" means Federal Highway Administration.
O. "Goods" means any movable material acquired, produced, or delivered by Subrecipient as set forth in this
Agreement and shall include any movable material acquired, produced, or delivered by Subrecipient in
connection with the Services.
P. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made
available for payment by the State under this Agreement.
Q. "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat of the
unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or
information resources of the State, which are included as part of the Work, as described in §§24-37.5-401,
et. seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a
State system or State Records regardless of where such information is located; (ii) unwanted disruption or
denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv)
changes to State system hardware, firmware, or software characteristics without the State's knowledge,
instruction, or consent.
R. "Initial Term" means the time period defined in §2.B.
S. "Matching Funds" (Local Funds, or Local Match) means the funds provided by Subrecipient as a match
required to receive the Grant Funds and includes in -kind contribution.
T. "Party" means the State or Subrecipient, and "Parties" means both the State and Subrecipient.
U. "PII" means personally identifiable information including, without limitation, any information maintained
by the State about an individual that can be used to distinguish or trace an individual's identity, such as name,
social security number, date and place of birth, mother's maiden name, or biometric records. PII includes,
but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24-
73-101, C.R.S.
V. "Recipient" means the State agency shown on the Signature and Cover Pages of this Agreement, for the
purposes of this Federal Award.
W. "Services" means the services to be performed by Subrecipient as set forth in this Agreement and shall
include any services to be rendered by Subrecipient in connection with the Goods.
X. "State Confidential Information" means any and all State Records not subject to disclosure under CORA.
State Confidential Information shall include but is not limited to PII and State personnel records not subject
to disclosure under CORA. State Confidential Information shall not include information or data concerning
individuals that is not deemed confidential but nevertheless belongs to the State, which has been
communicated, furnished, or disclosed by the State to Subrecipient which (i) is subject to disclosure pursuant
to CORA; (ii) is already known to Subrecipient without restrictions at the time of its disclosure to
Subrecipient; (iii) is or subsequently becomes publicly available without breach of any obligation owed by
Subrecipient to the State; (iv) is disclosed to Subrecipient, without confidentiality obligations, by a third party
who has the right to disclose such information; or (v) was independently developed without reliance on any
State Confidential Information.
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Y. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-
30-202(13)(a), C.R.S.
Z. "State Fiscal Year" means a 12 -month period beginning on July 1 of each calendar year and ending on June
30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal
Year ending in that calendar year.
AA. "State Records" means any and all State data, information, and records, regardless of physical form.
BB. "Subaward Maximum Amount" means an amount equal to the total of Grant Funds for this Agreement.
CC. "Subcontractor" means any third party engaged by Subrecipient to aid in performance of the Work.
"Subcontractor" also includes sub -recipients of Grant Funds.
DD. "Subrecipient" means a non -Federal entity that receives a sub -award from a Recipient to carry out part of a
Federal program but does not include an individual that is a beneficiary of such program. A Subrecipient may
also be a recipient of other Federal Awards directly from a Federal Awarding Agency.
EE. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly known as the
"Super Circular, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-
102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up.
FF. "Work" means the Goods delivered and Services performed pursuant to this Agreement.
GG. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished,
including drafts. Work Product includes, but is not limited to, documents, text, software (including source
code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives,
pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and
any other results of the Work. "Work Product" does not include any material that was developed prior to the
Effective Date that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined elsewhere in this Agreement or in an Exhibit shall be
construed and interpreted as defined in that section.
4. STATEMENT OF WORK AND BUDGET
Subrecipient shall complete the Work as described in this Agreement and in accordance with the provisions of
Exhibit A. The State shall have no liability to compensate Subrecipient for the delivery of any goods or the
performance of any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO SUBRECIPIENT
A. Subaward Maximum Amount
Payments to Subrecipient are limited to the unpaid, obligated balance of the Grant Funds. The State shall not
pay Subrecipient any amount under this Agreement that exceeds the Subaward Maximum Amount shown on
the Cover Page of this Agreement as "Federal Funds Maximum Amount".
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Subrecipient in the amounts and in accordance with the schedule and other
conditions set forth in Exhibit A.
b. Subrecipient shall initiate payment requests by invoice to the State, in a form and manner approved
by the State.
c. Any advance payment allowed under this Agreement, shall comply with State Fiscal Rules and be
made in accordance with the provisions of this Agreement and its Exhibits. Eligibility and
submission for advance payment is subject to State approval and must include approved
documentation in the form and manner set forth and approved by the State.
d. The State shall pay each invoice within 45 days following the State's receipt of that invoice, so long
as the amount invoiced correctly represents Work completed by Subrecipient and previously
accepted by the State during the term that the invoice covers. If the State determines that the amount
of any invoice is not correct, then Subrecipient shall make all changes necessary to correct that
invoice.
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e. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables
provided under this Agreement.
ii. Interest
Amounts not paid by the State within 45 days of the State's acceptance of the invoice shall bear interest
on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24-30-
202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts
that the State disputes in writing. Subrecipient shall invoice the State separately for accrued interest on
delinquent amounts, and the invoice shall reference the delinquent payment, the number of days' interest
to be paid and the interest rate.
iii. Payment Disputes
If Subrecipient disputes any calculation, determination or amount of any payment, Subrecipient shall
notify the State in writing of its dispute within 30 days following the earlier to occur of Subrecipient's
receipt of the payment or notification of the determination or calculation of the payment by the State.
The State will review the information presented by Subrecipient and may make changes to its
determination based on this review. The calculation, determination or payment amount that results from
the State's review shall not be subject to additional dispute under this subsection. No payment subject to
a dispute under this subsection shall be due until after the State has concluded its review, and the State
shall not pay any interest on any amount during the period it is subject to dispute under this subsection.
iv. Available Funds -Contingency -Termination.
The State is prohibited by law from making commitments beyond the term of the current State Fiscal
Year. Payment to Subrecipient beyond the current State Fiscal Year is contingent on the appropriation
and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special
Provisions). If federal funds or funds from any other non -State funds constitute all or some of the Grant
Funds, the State's obligation to pay Subrecipient shall be contingent upon such non -State funding
continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be
made only from Grant Funds, and the State's liability for such payments shall be limited to the amount
remaining of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become
unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in
whole or in part, without incurring further liability. The State shall, however, remain obligated to pay
for Services and Goods that are delivered and accepted prior to the effective date of notice of termination,
and this termination shall otherwise be treated as if this Agreement were terminated in the public interest
as described in §2.E.
v. Federal Recovery
The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State
to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance
recovery is to be made within the Record Retention Period, as defined below.
C. Matching Funds
Subrecipient shall provide Matching Funds as provided in Exhibit A. Subrecipient shall have raised the full
amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of
such funds upon request. Subrecipient's obligation to pay all or any part of any Matching Funds, whether
direct or contingent, only extends to funds duly and lawfully appropriated for the purposes of this Agreement
by the authorized representatives of Subrecipient and paid into Subrecipient's treasury or bank account.
Subrecipient represents to the State that the amount designated "Subrecipient's Matching Funds" in Exhibit
A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid
into its treasury or bank account. Subrecipient does not by this Agreement irrevocably pledge present cash
reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple -fiscal
year debt of Subrecipient. Subrecipient shall not pay or be liable for any claimed interest, late charges, fees,
taxes or penalties of any nature, except as required by Subrecipient's laws or policies
D. Reimbursement of Subrecipient Costs
i. The State shall reimburse Subrecipient for the federal share of properly documented allowable costs
related to the Work after review and approval thereof, subject to the provisions of §5, this Agreement
and Exhibit A. However, any costs incurred by Subrecipient prior to the Effective Date shall not be
reimbursed absent specific allowance of pre -award costs and indication that the Federal Award funding
is retroactive. The State shall pay Subrecipient for costs or expenses incurred or performance by the
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Subrecipient prior to the Effective Date, only if (1) the Grant Funds involve federal funding and (2)
federal laws, rules, and regulations applicable to the Work provide for such retroactive payments to the
Subrecipient. Any such retroactive payments shall comply with State Fiscal Rules and be made in
accordance with the provisions of this Agreement.
ii. The State shall reimburse Subrecipient's allowable costs, not exceeding the Subaward Maximum
Amount shown on the Cover Page of this Agreement and on Exhibit A for all allowable costs described
in this Agreement and shown in Exhibit A. Except as provided in §5.E., Subrecipient may adjust the
amounts between each line item of Exhibit A without formal modification to this Agreement as long as
the Subrecipient provides notice to the State of the change, the change does not modify the Subaward
Maximum Amount or the Subaward Maximum Amount for any federal fiscal year or State Fiscal Year,
and the change does not modify any requirements of the Work.
iii. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if
those costs are:
a. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and
b. Equal to the actual net cost to Subrecipient (i.e. the price paid minus any items of value received by
Subrecipient that reduce the cost actually incurred).
iv. Subrecipient's costs for Work performed after the Fund Expenditure End Date shown on the Cover Page
for this Agreement, or after any phase performance period end date for a respective phase of the Work,
shall not be reimbursable. Subrecipient shall initiate any payment request by submitting invoices to the
State in the form and manner set forth and approved by the State.
E. Use of Funds, Budget Adjustments
Grant Funds shall be used only for eligible costs identified herein and/or in the Budget. Subrecipient may
adjust budgeted expenditure amounts up to 10% between activities of said Budget without approval of the
State. Budget adjustments to activities exceeding 10% but less than 24.99% must be submitted in advance of
actual cost and receive written State approval, which approval may be transmitted informally by email or
such other means that does not rise to the level of an amendment to this Agreement. A budget revision of
Exhibit A will be issued by the State with any such adjustment. Adjustments in excess of 24.99% for any
activity shall be authorized by the State in an amendment to this Agreement which may also require an
amendment to Exhibit A. Budget adjustments shall not increase the State's total consideration beyond the
Subaward Maximum Amount without an amendment to this Agreement.
F. Close -Out
Subrecipient shall close out this Award within 45 days after the Fund Expenditure End Date shown on the
Cover Page for this Agreement. To complete close-out, Subrecipient shall submit to the State all Deliverables
(including documentation) as defined in this Agreement and Subrecipient's final reimbursement request or
invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and
accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal
Award within one year and 90 days after the Fund Expenditure End Date shown on the Cover Page for this
Agreement due to Subrecipient's failure to submit required documentation, then Subrecipient may be
prohibited from applying for new Federal Awards through the State until such documentation is submitted
and accepted.
6. REPORTING - NOTIFICATION
A. Quarterly Reports
In addition to any reports required pursuant to any other Exhibit, for any Agreement having a term longer
than three months, Subrecipient shall submit, on a quarterly basis, a written report specifying progress made
for each specified performance measure and standard in this Agreement. Such progress report shall be in
accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted
to the State not later than five Business Days following the end of each calendar quarter or at such time as
otherwise specified by the State.
B. Litigation Reporting
If Subrecipient is served with a pleading or other document in connection with an action before a court or
other administrative decision making body, and such pleading or document relates to this Agreement or may
affect Subrecipient's ability to perform its obligations under this Agreement, Subrecipient shall, within 10
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days after being served, notify the State of such action and deliver copies of such pleading or document to
the State's Principal Representative identified on the Cover Page for this Agreement.
C. Performance and Final Status
Subrecipient shall submit all financial, performance and other reports to the State no later than 45 calendar
days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term
exercised by the State, containing an evaluation and review of Subrecipient's performance and the final status
of Subrecipient's obligations hereunder.
D. Violations Reporting
Subrecipient shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all
violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting
the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance
allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or
debarment.
7. SUBRECIPIENT RECORDS
A. Maintenance
Subrecipient shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file
of all records, documents, communications, notes and other written materials, electronic media files, and
communications, pertaining in any manner to the Work and the delivery of Services (including, but not
limited to the operation of programs) or Goods hereunder (collectively, the "Subrecipient Records").
Subrecipient shall maintain such records for a period of three years following the date of submission to the
State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the
submission of each quarterly or annual report, respectively (the "Record Retention Period"). If any litigation,
claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record
Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action
taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit,
oversight or indirect costs, and the State, may notify Subrecipient in writing that the Record Retention Period
shall be extended. For records for real property and equipment, the Record Retention Period shall extend
three years following final disposition of such property.
B. Inspection
Subrecipient shall permit the State, the federal government, and any other duly authorized agent of a
governmental agency to audit, inspect, examine, excerpt, copy and transcribe Subrecipient Records during
the Record Retention Period. Subrecipient shall make Subrecipient Records available during normal business
hours at Subrecipient's office or place of business, or at other mutually agreed upon times or locations, upon
no fewer than two Business Days' notice from the State, unless the State determines that a shorter period of
notice, or no notice, is necessary to protect the interests of the State.
C. Monitoring
The State, the federal government, and any other duly authorized agent of a governmental agency, in its
discretion, may monitor Subrecipient's performance of its obligations under this Agreement using procedures
as determined by the State or that governmental entity. Subrecipient shall allow the State to perform all
monitoring required by the Uniform Guidance, based on the State's risk analysis of Subrecipient and this
Agreement. The State shall have the right, in its sole discretion, to change its monitoring procedures and
requirements at any time during the term of this Agreement. The State shall monitor Subrecipient's
performance in a manner that does not unduly interfere with Subrecipient's performance of the Work.
D. Final Audit Report
Subrecipient shall promptly submit to the State a copy of any final audit report of an audit performed on
Subrecipient's records that relates to or affects this Agreement or the Work, whether the audit is conducted
by Subrecipient or a third party. Additionally, if Subrecipient is required to perform a single audit under 2
CFR 200.501, et. seq., then Subrecipient shall submit a copy of the results of that audit to the State within
the same timelines as the submission to the federal government.
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8. CONFIDENTIAL INFORMATION - STATE RECORDS
A. Confidentiality
Subrecipient shall keep confidential, and cause all Subcontractors to keep confidential, all State Records,
unless those State Records are publicly available. Subrecipient shall not, without prior written approval of
the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State
Records, except as otherwise stated in this Agreement, permitted by law or approved in writing by the State.
Subrecipient shall provide for the security of all State Confidential Information in accordance with all
applicable laws, rules, policies, publications, and guidelines. Subrecipient shall immediately forward any
request or demand for State Records to the State's Principal Representative identified on the Cover Page of
this Agreement..
B. Other Entity Access and Nondisclosure Agreements
Subrecipient may provide State Records to its agents, employees, assigns and Subcontractors as necessary to
perform the Work, but shall restrict access to State Confidential Information to those agents, employees,
assigns and Subcontractors who require access to perform their obligations under this Agreement.
Subrecipient shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing
nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure
provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State
Confidential Information. Subrecipient shall provide copies of those signed nondisclosure provisions to the
State upon execution of the nondisclosure provisions if requested by the State.
C. Use, Security, and Retention
Subrecipient shall use, hold and maintain State Confidential Information in compliance with any and all
applicable laws and regulations only in facilities located within the United States, and shall maintain a secure
environment that ensures confidentiality of all State Confidential Information. Subrecipient shall provide the
State with access, subject to Subrecipient's reasonable security requirements, for purposes of inspecting and
monitoring access and use of State Confidential Information and evaluating security control effectiveness.
Upon the expiration or termination of this Agreement, Subrecipient shall return State Records provided to
Subrecipient or destroy such State Records and certify to the State that it has done so, as directed by the State.
If Subrecipient is prevented by law or regulation from returning or destroying State Confidential Information,
Subrecipient warrants it will guarantee the confidentiality of, and cease to use, such State Confidential
Information.
D. Incident Notice and Remediation
If Subrecipient becomes aware of any Incident, Subrecipient shall notify the State immediately and cooperate
with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined
by the State. Unless Subrecipient can establish that Subrecipient, and its agents, employees, and
Subcontractors are not the cause or source of the Incident, Subrecipient shall be responsible for the cost of
notifying each person who may have been impacted by the Incident. After an Incident, Subrecipient shall
take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which
may include, but is not limited to, developing and implementing a remediation plan that is approved by the
State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole
discretion and Subrecipient shall make all modifications as directed by the State. If Subrecipient cannot
produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such
analysis and produce a remediation plan, and Subrecipient shall reimburse the State for the reasonable costs
thereof. The State may, in its sole discretion and at Subrecipient's sole expense, require Subrecipient to
engage the services of an independent, qualified, State -approved third party to conduct a security audit.
Subrecipient shall provide the State with the results of such audit and evidence of Subrecipient's planned
remediation in response to any negative findings.
E. Subrecipient shall ensure that all State Records and Work Product in the possession of Subrecipient or any
Subcontractors are protected and handled in accordance with the requirements of this Agreement, including
the requirements of any Exhibits hereto, at all times. As used in this section, the protections afforded Work
Product only apply to Work Product that requires confidential treatment.
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F. Safeguarding PII
If Subrecipient or any of its Subcontractors will or may receive PII under this Agreement, Subrecipient shall
provide for the security of such PII, in a manner and form acceptable to the State, including, without
limitation, State non -disclosure requirements, use of appropriate technology, security practices, computer
access security, data access security, data storage encryption, data transmission encryption, security
inspections, and audits. Subrecipient shall be a "Third -Party Service Provider" as defined in §24-73-
103(1)(i), C.R.S., and shall maintain security procedures and practices consistent with §§24-73-101, et seq.,
C.R.S.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Subrecipient shall not engage in any business or activities or maintain any relationships that conflict in any
way with the full performance of the obligations of Subrecipient under this Agreement. Such a conflict of
interest would arise when a Subrecipient or Subcontractor's employee, officer or agent were to offer or
provide any tangible personal benefit to an employee of the State, or any member of his or her immediate
family or his or her partner, related to the award of, entry into or management or oversight of this Agreement.
B. Apparent Conflicts of Interest
Subrecipient acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest
shall be harmful to the State's interests. Absent the State's prior written approval, Subrecipient shall refrain
from any practices, activities or relationships that reasonably appear to be in conflict with the full
performance of Subrecipient's obligations under this Agreement.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Subrecipient is uncertain whether a conflict or the
appearance of a conflict has arisen, Subrecipient shall submit to the State a disclosure statement setting forth
the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to
follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this Agreement.
D. Subrecipient acknowledges that all State employees are subject to the ethical principles described in §24-18-
105, C.R.S. Subrecipient further acknowledges that State employees may be subject to the requirements of
§24-18-105, C.R.S., with regard to this Agreement. For the avoidance of doubt, an actual or apparent conflict
of interest shall exist if Subrecipient employs or contracts with any State employee, any former State
employee within six months following such employee's termination of employment with the State, or any
immediate family member of such current or former State employee. Subrecipient shall provide a disclosure
statement as described in §9.C. no later than ten days following entry into a contractual or employment
relationship as described in this section. Failure to timely submit a disclosure statement shall constitute a
Breach of Agreement. Subrecipient may also be subject to such penalties as are allowed by law.
10. INSURANCE
Subrecipient shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance
as specified in this section at all times during the term of this Agreement. All insurance policies required by this
Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by
the State.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability insurance covering
all Subrecipient or Subcontractor employees acting within the course and scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage, independent contractors,
products and completed operations, blanket contractual liability, personal injury, and advertising liability
with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
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iv. $50,000 any 1 fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non -owned autos) with a
minimum limit of $1,000,000 each accident combined single limit.
D. Additional Insured
The State shall be named as additional insured on all commercial general liability policies (leases and
construction contracts require additional insured coverage for completed operations) required of Subrecipient
and Subcontractors.
E. Primacy of Coverage
Coverage required of Subrecipient and each Subcontractor shall be primary over any insurance or self-
insurance program carried by Subrecipient or the State.
F. Cancellation
All insurance policies shall include provisions preventing cancellation or non -renewal, except for
cancellation based on non-payment of premiums, without at least 30 days prior notice to Subrecipient and
Subrecipient shall forward such notice to the State in accordance with §14 within seven days of
Subrecipient's receipt of such notice.
G. Subrogation Waiver
All insurance policies secured or maintained by Subrecipient or its Subcontractors in relation to this
Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation
or otherwise against Subrecipient or the State, its agencies, institutions, organizations, officers, agents,
employees, and volunteers.
H. Public Entities
If Subrecipient is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-
10-101, et seq., C.R.S. (the "GIA"), Subrecipient shall maintain, in lieu of the liability insurance requirements
stated above, at all times during the term of this Agreement such liability insurance, by commercial policy or
self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within
the meaning of the GIA, Subrecipient shall ensure that the Subcontractor maintain at all times during the
terms of this Subrecipient, in lieu of the liability insurance requirements stated above, such liability insurance,
by commercial policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the
GIA.
I. Certificates
For each insurance plan provided by Subrecipient under this Agreement, Subrecipient shall provide to the
State certificates evidencing Subrecipient's insurance coverage required in this Agreement prior to the
Effective Date. Subrecipient shall provide to the State certificates evidencing Subcontractor insurance
coverage required under this Agreement prior to the Effective Date, except that, if Subrecipient's subcontract
is not in effect as of the Effective Date, Subrecipient shall provide to the State certificates showing
Subcontractor insurance coverage required under this Agreement within seven Business Days following
Subrecipient's execution of the subcontract. No later than 15 days before the expiration date of Subrecipient's
or any Subcontractor's coverage, Subrecipient shall deliver to the State certificates of insurance evidencing
renewals of coverage. At any other time during the term of this Agreement, upon request by the State,
Subrecipient shall, within seven Business Days following the request by the State, supply to the State
evidence satisfactory to the State of compliance with the provisions of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of breach to the other
Party. If the notified Party does not cure the Breach of Agreement, at its sole expense, within 30 days after
the delivery of written notice, the Party may exercise any of the remedies as described in §12 for that Party.
Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide
notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any
other remedy in this Agreement in order to protect the public interest of the State; or if Subrecipient is
debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure
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period and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement
as of the date that the debarment or suspension takes effect.
12. REMEDIES
A. State's Remedies
If Subrecipient is in breach under any provision of this Agreement and fails to cure such breach, the State,
following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in
addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the
remedies available to it, in its discretion, concurrently or consecutively.
Termination for Breach od Agreement
In the event of Subrecipient's uncured breach, the State may terminate this entire Agreement or any part
of this Agreement. Additionally, if Subrecipient fails to comply with any terms of the Federal Award,
then the State may, in its discretion or at the direction of a Federal Awarding Agency, terminate this
entire Agreement or any part of this Agreement. Subrecipient shall continue performance of this
Agreement to the extent not terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Subrecipient shall not incur further obligations or
render further performance past the effective date of such notice, and shall terminate outstanding
orders and subcontracts with third parties. However, Subrecipient shall complete and deliver to the
State all Work not cancelled by the termination notice, and may incur obligations as necessary to do
so within this Agreement's terms. At the request of the State, Subrecipient shall assign to the State
all of Subrecipient's rights, title, and interest in and to such terminated orders or subcontracts. Upon
termination, Subrecipient shall take timely, reasonable and necessary action to protect and preserve
property in the possession of Subrecipient but in which the State has an interest. At the State's
request, Subrecipient shall return materials owned by the State in Subrecipient's possession at the
time of any termination. Subrecipient shall deliver all completed Work Product and all Work
Product that was in the process of completion to the State at the State's request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Subrecipient for accepted Work
received as of the date of termination. If, after termination by the State, the State agrees that
Subrecipient was not in breach or that Subrecipient's action or inaction was excusable, such
termination shall be treated as a termination in the public interest, and the rights and obligations of
the Parties shall be as if this Agreement had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Subrecipient shall remain liable to the State
for any damages sustained by the State in connection with any breach by Subrecipient, and the State
may withhold payment to Subrecipient for the purpose of mitigating the State's damages until such
time as the exact amount of damages due to the State from Subrecipient is determined. The State
may withhold any amount that may be due Subrecipient as the State deems necessary to protect the
State against loss including, without limitation, loss as a result of outstanding liens and excess costs
incurred by the State in procuring from third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
Suspend Subrecipient's performance with respect to all or any portion of the Work pending
corrective action as specified by the State without entitling Subrecipient to an adjustment in price
or cost or an adjustment in the performance schedule. Subrecipient shall promptly cease performing
Work and incurring costs in accordance with the State's directive, and the State shall not be liable
for costs incurred by Subrecipient after the suspension of performance.
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b. Withhold Payment
Withhold payment to Subrecipient until Subrecipient corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Subrecipient's actions or inactions, cannot be
performed or if they were performed are reasonably of no value to the state; provided, that any
denial of payment shall be equal to the value of the obligations not performed.
d. Removal
Demand immediate removal of any of Subrecipient's employees, agents, or Subcontractors from the
Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise
unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary
to the public interest or the State's best interest.
e. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any Work is likely to
infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Subrecipient
shall, as approved by the State (i) secure that right to use such Work for the State and Subrecipient;
(ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing;
or, (iii) remove any infringing Work and refund the amount paid for such Work to the State.
B. Subrecipient's Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach, Subrecipient,
following the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies
available at law and equity.
13. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement
which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior
departmental management staff member designated by the State and a senior manager designated by
Subrecipient for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Subrecipient
shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State
Agency named on the Cover Page of this Agreement as described in §24-101-301(30), C.R.S., for resolution
following the same resolution of controversies process as described in §§24-106-109, and 24-109-101.1
through 24-109-505, C.R.S., (collectively, the "Resolution Statutes"), except that if Subrecipient wishes to
challenge any decision rendered by the Procurement Official, Subrecipient's challenge shall be an appeal to
the executive director of the Department of Personnel and Administration, or their delegate, in the same
manner as described in the Resolution Statutes before Subrecipient pursues any further action. Except as
otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without
limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement.
14. NOTICES and REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the
principal representative of the designating Party. All notices required or permitted to be given under this
Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or
registered mail to such Party's principal representative at the address set forth on the Cover Page for this
Agreement or (C) as an email with read receipt requested to the principal representative at the email address, if
any, set forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the
email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party
delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to
such Party's principal representative at the address set forth on the Cover Page for this Agreement. Either Party
may change its principal representative or principal representative contact information, or may designate specific
other individuals to receive certain types of notices in addition to or in lieu of a principal representative, by notice
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submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise
provided in this Agreement, notices shall be effective upon delivery of the written notice.
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Subrecipient agrees to provide to the State a royalty -free, non-exclusive and irrevocable license to reproduce
publish or otherwise use and to authorize others to use the Work Product described herein, for the Federal
Awarding Agency's and State's purposes. All Work Product shall be delivered to the State by Subrecipient
upon completion or termination hereof.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, all State Records, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes, studies, data,
images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas,
concepts, know-how, and information provided by or on behalf of the State to Subrecipient are the exclusive
property of the State (collectively, "State Materials"). Subrecipient shall not use, willingly allow, cause or
permit Work Product or State Materials to be used for any purpose other than the performance of
Subrecipient's obligations in this Agreement without the prior written consent of the State. Upon termination
of this Agreement for any reason, Subrecipient shall provide all Work Product and State Materials to the
State in a form and manner as directed by the State.
C. Exclusive Property of Subrecipient
Subrecipient retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or
licensed to Subrecipient including, but not limited to, all pre-existing software, licensed products, associated
source code, machine code, text images, audio and/or video, and third -party materials, delivered by
Subrecipient under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable
(collectively, "Subrecipient Property"). Subrecipient Property shall be licensed to the State as set forth in this
Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained
by the State from the applicable third -party vendor, or (iii) in the case of open source software, the license
terms set forth in the applicable open source license agreement.
16. GENERAL PROVISIONS
A. Assignment
Subrecipient's rights and obligations under this Agreement are personal and may not be transferred or
assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such
consent shall be void. Any assignment or transfer of Subrecipient's rights and obligations approved by the
State shall be subject to the provisions of this Agreement.
B. Subcontracts
Subrecipient shall not enter into any subaward or subcontract in connection with its obligations under this
Agreement without the prior, written approval of the State. Subrecipient shall submit to the State a copy of
each such subaward or subcontract upon request by the State. All subawards and subcontracts entered into
by Subrecipient in connection with this Agreement shall comply with all applicable federal and state laws
and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject
to all provisions of this Agreement. If the entity with whom Subrecipient enters into a subcontract or
subaward would also be considered a Subrecipient, then the subcontract or subaward entered into by
Subrecipient shall also contain provisions permitting both Subrecipient and the State to perform all
monitoring of that Subcontractor in accordance with the Uniform Guidance..
C. Binding Effect
Except as otherwise provided in §16.A., all provisions of this Agreement, including the benefits and burdens,
shall extend to and be binding upon the Parties' respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
performance of such Party's obligations have been duly authorized.
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E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall not be used to
interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or
using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections,
exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed
to be an original, but all of which, taken together, shall constitute one and the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties related to the
Work, and all prior representations and understandings related to the Work, oral or written, are merged into
this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not
have any force or effect whatsoever, unless embodied herein.
H. Digital Signatures
If any signatory signs this Agreement using a digital signature in accordance with the Colorado State
Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under
the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system
through which that signatory signed shall be incorporated into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective
if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with
applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other
than Agreement amendments, shall conform to the policies issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority
shall be interpreted to refer to such authority then current, as may have been changed or amended since the
Effective Date of this Agreement.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in
any terms, conditions, or agreements appearing on Subrecipient's or a Subcontractor's website or any
provision incorporated into any click -through or online agreements related to the Work unless that provision
is specifically referenced in this Agreement.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided
that the Parties can continue to perform their obligations under this Agreement in accordance with the intent
of this Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this
Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other
Party.
N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal
Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales
and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number
98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of
whether any political subdivision of the State imposes such taxes on Subrecipient. Subrecipient shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that Subrecipient may wish
to have in place in connection with this Agreement.
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O. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §16.A., this Agreement does not and is
not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement
of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or
benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not
create any rights for such third parties.
P. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit
or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,
power, or privilege preclude any other or further exercise of such right, power, or privilege.
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and standards
required under §24-106-107, C.R.S., if any, are subject to public release through the CORA.
R. Standard and Manner of Performance
Subrecipient shall perform its obligations under this Agreement in accordance with the highest standards of
care, skill and diligence in Subrecipient's industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations
i. Subrecipient shall secure, prior to the Effective Date, and maintain at all times during the term of this
Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to
perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
Subcontractor, all license, certifications, permits and other authorizations required to perform their
obligations in relation to this Agreement.
ii. Subrecipient, if a foreign corporation or other foreign entity transacting business in the State of Colorado,
shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at its
sole expense, a certificate of authority to transact business in the State of Colorado and designate a
registered agent in Colorado to accept service of process.
T. Federal Provisions
Subrecipient shall comply with all applicable requirements of Exhibits C, D, and E at all times during the
term of this Agreement.
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee.
If this Agreement is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S.,
then this Agreement shall not be valid until it has been approved by the State's Chief Information Officer or
designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for
that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled
and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the
Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management
statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Agreement shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other
provisions, contained in these statutes.
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D. INDEPENDENT CONTRACTOR.
Subrecipient shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Subrecipient nor any agent or employee of Subrecipient shall be deemed to be an agent or employee of the
State. Subrecipient shall not have authorization, express or implied, to bind the State to any agreement,
liability or understanding, except as expressly set forth herein. Subrecipient and its employees and agents
are not entitled to unemployment insurance or workers compensation benefits through the State and
the State shall not pay for or otherwise provide such coverage for Subrecipient or any of its agents or
employees. Subrecipient shall pay when due all applicable employment taxes and income taxes and
local head taxes incurred pursuant to this Agreement. Subrecipient shall (i) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by law,
(ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and
those of its employees and agents.
E. COMPLIANCE WITH LAW.
Subrecipient shall comply with all applicable federal and State laws, rules, and regulations in effect or
hereafter established, including, without limitation, laws applicable to discrimination and unfair employment
practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this
Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the
City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold Subrecipient harmless;
requires the State to agree to binding arbitration; limits Subrecipient's liability for damages resulting from
death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be
void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24-106-109,
C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.
Subrecipient hereby certifies and warrants that, during the term of this Agreement and any extensions,
Subrecipient has and shall maintain in place appropriate systems and controls to prevent such improper use
of public funds. If the State determines that Subrecipient is in violation of this provision, the State may
exercise any remedy available at law or in equity or under this Agreement, including, without limitation,
immediate termination of this Agreement and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Agreement. Subrecipient has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of
Subrecipient's services and Subrecipient shall not employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller
may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for:
(i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or
other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division
of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation
Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action.
The State may also recover, at the State's discretion, payments made to Subrecipient in error for any reason,
including, but not limited to, overpayments or improper payments, and unexpended or excess funds received
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by Subrecipient by deduction from subsequent payments under this Agreement, deduction from any payment
due under any other contracts, grants or agreements between the State and Subrecipient, or by any other
appropriate method for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory
services or fund management services, sponsored projects, intergovernmental agreements, or information
technology services or products and services] Subrecipient certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will perform work under this Agreement and will
confirm the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement, through participation in the E -Verify Program or the State verification
program established pursuant to §8-17.5-102(5)(c), C.R.S., Subrecipient shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement or enter into a contract with a
Subcontractor that fails to certify to Subrecipient that the Subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement. Subrecipient (i) shall not use E -Verify
Program or the program procedures of the Colorado Department of Labor and Employment ("Department
Program") to undertake pre -employment screening of job applicants while this Agreement is being
performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher
education within three days if Subrecipient has actual knowledge that a Subcontractor is employing or
contracting with an illegal alien for work under this Agreement, (iii) shall terminate the subcontract if a
Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the
notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken
pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Subrecipient
participates in the Department program, Subrecipient shall deliver to the contracting State agency, Institution
of Higher Education or political subdivision, a written, notarized affirmation, affirming that Subrecipient has
examined the legal work status of such employee, and shall comply with all of the other requirements of the
Department program. If Subrecipient fails to comply with any requirement of this provision or §§8-17.5-101,
et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may
terminate this Agreement for breach and, if so terminated, Subrecipient shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Subrecipient, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty
of perjury that Subrecipient (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced
one form of identification required by §24-76.5-103, C.R.S., prior to the Effective Date of this Agreement.
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EXHIBIT A, STATEMENT OF WORK AND BUDGET
Project Title:
(Use the same title as in your CMAQ
application.) Project Number 23486
replacing original 22102
FY 2017 UFR Weld County Natural Gas Vehicle (NGV) Fleets
Contact Information:
'
Elizabeth Belford
Agency Name
Weld County Government
Agency Address (include city, state, zip)
PO Box 758, Greeley, CO 80632-0758
Program Manager Phone Number
(970) 400-3748
Program Manager E-mail
erelford@co.weld.co.us
Program Manager Fax Number
(970) 304-6497
Program Overview Summary:
Weld County's Smart Energy Plan promotes the use of natural gas vehicles
as an alternative transportation fuel. Natural gas vehicles are an important
component in supporting natural gas infrastructure. By the UFR local
governments converting their fleets to natural gas, they promote the effort
to reduce our dependency on foreign oil and utilitze a natural resource found
with our own county. The project consists of purchasing natural gas
vehicles. Due to EPA certification requirements for CNG vehicles, these
vehicles must be new (within the last two years) and will be bid in
accordance with these federal certification requirements.
There are I I CNG vehicles and two LNG conversions to be purchased in
compliance with the FHWA definition of dominant transportation
component for the purposes of this contract. They include the following:
• Two LNG conversion kits for heavy-duty trucks;
• Seven 3/4 -ton CNG pick-up trucks;
• Three 1/2 -ton CNG pick-up trucks;
• One heavy-duty CNG truck
On behalf of the UFR, Weld County is contracting these vehicles for the
Town of Gilcrest, the City of Fort Lupton, and Weld County. In accordance
with FHWA standards, the scope of work includes each agency's definition
of dominant transportation component for their NGVs and how they will be
used in their communities.
Gilcrest is asking for one 3/4 -ton CNG truck for the Gilcrest Public Works
Department to replace a 1990 gasoline -powered truck with approximately
200,000 miles. The new truck will be utilized year-round due to its multi-
purpose capabilities including, but not limited to snow plowing, road
sanding and salting, road surface maintenance, weed control, and road right-
of-way maintenance.
Fort Lupton is asking for two 3/4 -ton CNG trucks and one CNG heavy-
duty truck to replace 1999-2003 model -year vehicles with over 88,000
miles each. These vehicles will be used by the Public Works Department
year-round due to their multi -purpose capabilities including, but not limited
to snow plowing, road sanding and salting, road surface maintenance, weed
control, city road right-of-way maintenance, and, for the medium -duty
trucks, if requested, to ensure public safety to the traveling public is
maintained. as an emergency responder to assist in scene management, as
needed.
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Weld County is asking for two conversion kits for coverting new heavy-
duty trucks to LNG and seven CNG pick-up trucks, all of which will be
used by the Public Works Department for multiple purposes including, but
not limited to snow plowing, road sanding and salting, road surface
maintenance, weed control, county road right-of-way maintenance, and if
requested, toensure public safety is maintained to the traveling public as an
emergency responder to assist in scene management, as needed.
Program Overview Details:
Who is your key target audience?
Fleet vehicles in the Upper Front Range Transportation Planning Region
Where will your project take place?
Upper Front Range Transportation Planning Region
What is the general time -frame of your
project? (i.e. during the school year; on-
going throughout the year, etc.)
FY17
What are the key tasks of your project?
Task 1: Weld County Fleet Natural Gas Vehicles
FY17 Funding to purchase CNG vehicles operating on
natural gas fuel as part of a vehicle replacement program.
Task 2: Report to CDOT
The CMAQ reporter/CDOT will be provided a final
accomplishment report of the vehicle purchases performed
under this contract for the completed fiscal year.
Evaluation
How will you evaluate the effectiveness of
your program?
The effectiveness of the vehicle conversions will be determined
by the amount of natural gas fuel consumed and number of
vehicle miles driven annually. The short and long-term air
quality benefits were calculated for this project by Felsburg,
Holt and Ullevig. The anticipated emissions reductions for the
NGVs in both NOx and VOCs are 903.1 KG annually.
Partnerships
Please list any organization that is a
pertinent partner with you in this project.
Weld County local governments and Weld County Upper Front Range TPR
members.
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Budget Overview
Costs
Total Project Cost
$606,353
CMAQ Federal Funds
$502,000
Agency Local Match (include overmatch)
$104,353
Match Percentage of overall project
17.21%
Budget Details
(Provide a general description and an amount of the expenses you expect to charge to this CMAQ
program)
Salaries (list each position, hourly rate and total anticipated hours)
N/A
Media (do not list specific media outlets, but provide general description such as "multimedia
campaign" or "fall newspaper campaign", etc.)
N/A
Incentives/Prizes
N/A
Equipment
$606,353
Production (printing, web development, mailings, etc.)
N/A
Consultants (list any subcontractors by function rather than name)
N/A
Description
(list the main tasks and identify the months you'll be working on them.)
I This is an equipment purchase. The steps include, go to bid, purchase equipment, and close out
project.
2 Provide requested information for CMAQ Reporter.
SCHEDULE
Task
2017
2018
Month
Month
2
u
.1
c
6
7
11
,i
I:
-. I
,_
1
2
3
4
5
6
7
8
9
10
I I
1'_
Task 1:
Bid/Purchase
Vehicles
O
*
>
>
.'i
'
'
'
::
•
Task 2:
Reporting
O
Z
•
Please list any issues regarding your timefmme that may be
affected by season, budgeting, etc. i.e. the project wall be
implemented in conjunction with a local convention: or. the
project will be implemented dunng the school year. etc.)
CNG vehicle purchases are very time sensitive due to EPA certifications on certain engines
as well as when the factory window closes on the production of vehicle types annually. This
results in new vehicle certifications being needed for new year vehicles. These certifications
can delay projects anywhere from 3-9 months.
*Month "I" begins the month you receive your signed contract and letter to proceed from CDOT.
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EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
Insert the Option Number (e.g. "1" for the first
option)
Snbrecipient
Insert Subrecipient's Full Legal Name, including "Inc.",
"LLC", etc...
Original Agreement Number
Insert CMS number or Other Contract Number of
the Original Contract
Subaward Agreement Amount
Federal Funds
Maximum Amount (%) $0.00
Local Funds
Local Match Amount (%) $0.00
Agreement Total $0.00
Option Agreement Number
Insert CMS number or Other Contract Number of
this Option
Agreement Performance Beginning Date
The later of the Effective Date or Month, Day,
Year
Current Agreement Expiration Date
Month, Day, Year
OPTIONS:
A. Option to extend for an Extension Term or End of Term Extension.
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) 2.B/2.C of the Original Agreement referenced
above, the State hereby exercises its option for an additional term/end of term extension, beginning Insert
start date and ending on the current agreement expiration date shown above, at the rates stated in the
Original Agreement, as amended.
B. For use with Options 1(A): The Subaward Agreement Amount table on the Agreement's Cover Page
is hereby deleted and replaced with the Current Subaward Agreement Amount table shown above.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is
later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By:
Rebecca White, Director,
Division of Transportation Development
Date:
In accordance with §24-30-202, C.R.S., this Option
Letter is not valid until signed and dated below by
the State Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Department of Transportation
Option Letter Effective Date:
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EXHIBIT C, FEDERAL PROVISIONS
1. APPLICABILITY OF PROVISIONS
The Contract to which these Federal Provisions are attached has been funded, in whole or in part, with
an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions,
the Special Provisions, the body of the Contract, or any attachments or exhibits incorporated into and
made a part of the Contract, the provisions of these Federal Provisions shall control.
2. DEFINITIONS
2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to
them below.
2.1.1. "Award" means an award of Federal financial assistance, and the Contract setting forth the terms
and conditions of that financial assistance, that a non -Federal Entity receives or administers.
2.1.1.1. Awards may be in the form of:
2.1.1.1.1. Grants;
2.1.1.1.2. Contracts;
2.1.1.1.3. Cooperative agreements, which do not include cooperative research and development
agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended
(15 U.S.C. 3710);
2.1.1.1.4. Loans;
2.1.1.1.5. Loan Guarantees;
2.1.1.1.6. Subsidies;
2.1.1.1.7. Insurance;
2.1.1.1.8. Food commodities;
2.1.1.1.9. Direct appropriations;
2.1.1.1.10. Assessed and voluntary contributions; and
2.1.2.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non -Federal Entities.
2.1.1.1.12.
2.1.1.2.
2.1.1.2.1.
2.1.1.2.2.
Any other items specified by OMB in policy memoranda available at the OMB website or
other source posted by the OMB.
Award does not include:
Technical assistance, which provides services in lieu of money;
A transfer of title to Federally -owned property provided in lieu of money; even if the award
is called a grant;
2.1.1.2.3. Any award classified for security purposes; or
2.1.1.2.4. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of
the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5).
2.1.2. "Contract" means the Agreement or Subaward Agreement to which these Federal Provisions are
attached and includes all Award types in §2.1.1.1 of this Exhibit.
2.1.3. "Contractor" means the party or parties to a Contract or Subaward Agreement funded, in whole or
in part, with Federal financial assistance, other than the Prime Recipient, and includes Subrecipients
and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors.
2.1.4. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established and
assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's
website may be found at: http://fedgov.dnb.com/webform.
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2.1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C;
2.1.5.1. A governmental organization, which is a State, local government, or Indian Tribe;
2.1.5.2. A foreign public entity;
2.1.5.3. A domestic or foreign non-profit organization;
2.1.5.4. A domestic or foreign for-profit organization; and
2.1.5.5. A Federal agency, but only a Subrecipient under an Award or Sub award to a non -Federal entity.
2.1.6. "Executive" means an officer, managing partner or any other employee in a management position.
2.1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal
agency to a Prime Recipient.
2.1.8. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient as
described in 2 CFR §200.37
2.1.9. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law
109-282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to
as the "Transparency Act."
2.1.10. "Federal Provisions" means these Federal Provisions subject to the Transparency Act and Uniform
Guidance, as may be revised pursuant to ongoing guidance from the relevant Federal or State of
Colorado agency or institutions of higher education.
2.1.11. "OMB" means the Executive Office of the President, Office of Management and Budget.
2.1.12. "Prime Recipient" means a Colorado State agency or institution of higher education that receives
an Award.
2.1.13. "Subaward" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal
Award. The terms and conditions of the Federal Award flow down to the Award unless the terms
and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR
§200.38. The term does not include payments to a contractor or payments to an individual that is a
beneficiary of a Federal program.
2.1.14. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a
non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance
of the Federal project or program for which the Federal funds were awarded. A Subrecipient is
subject to the terms and conditions of the Federal Award to the Prime Recipient, including program
compliance requirements. The term "Subrecipient" includes and may be referred to as Subrecipient.
The term does not include an individual who is a beneficiary of a federal program.
2.1.15. "Subrecipient Parent DUNS Number" means the sub recipient parent organization's 9 -digit Data
Universal Numbering System (DUNS) number that appears in the sub recipient's System for Award
Management (SAM) profile, if applicable.
2.1.16. "System for Award Management (SAM)" means the Federal repository into which an Entity must
enter the information required under the Transparency Act, which may be found at
http://www. sam.gov.
2.1.17. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecipient's preceding fiscal year and includes the following:
2.1.17.1. Salary and bonus;
2.1.17.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005)
(FAS 123R), Shared Based Payments;
2.1.17.3. Earnings for services under non -equity incentive plans, not including group life, health,
hospitalization or medical reimbursement plans that do not discriminate in favor of Executives
and are available generally to all salaried employees;
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2.1.17.4. Change in present value of defined benefit and actuarial pension plans;
2.1.17.5. Above -market earnings on deferred compensation which is not tax -qualified;
2.1.17.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance,
termination payments, value of life insurance paid on behalf of the employee, perquisites or
property) for the Executive exceeds $10,000.
2.1.18. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006
(Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also
is referred to as FFATA.
2.1.19. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes
requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102,
and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and
conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform
Guidance or the terms and conditions of the Federal Award specifically indicate otherwise.
2.1.20. "Vendor" means a dealer, distributor, merchant or other seller providing property or services
required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a
Subrecipient and is not subject to the terms and conditions of the Federal award. Program
compliance requirements do not pass through to a Vendor.
3. COMPLIANCE
3.1. Contractor shall comply with all applicable provisions of the Transparency Act, all applicable provisions
of the Uniform Guidance, and the regulations issued pursuant thereto, including but not limited to these
Federal Provisions. Any revisions to such provisions or regulations shall automatically become a part of
these Federal Provisions, without the necessity of either party executing any further instrument. The
State of Colorado may provide written notification to Contractor of such revisions, but such notice shall
not be a condition precedent to the effectiveness of such revisions.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING
SYSTEM (DUNS) REQUIREMENTS
4.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the
final financial report required under the Award or receives final payment, whichever is later. Contractor
shall review and update SAM information at least annually after the initial registration, and more
frequently if required by changes in its information.
4.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's
information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently
if required by changes in Contractor's information.
5. TOTAL COMPENSATION
5.1. Contractor shall include Total Compensation in SAM for each of its five most highly compensated
Executives for the preceding fiscal year if:
5.1.1. The total Federal funding authorized to date under the Award is $25,000 or more; and
5.1.2. In the preceding fiscal year, Contractor received:
5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts
and/or Federal financial assistance Awards or Sub awards subject to the Transparency Act; and
5.1.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Sub awards subject to the
Transparency Act; and
5.1.3. The public does not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986.
6. REPORTING
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6.1. Contractor shall report data elements to SAM and to the Prime Recipient as required in this Exhibit if
Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall
be made to Contractor for providing any reports required under these Federal Provisions and the cost of
producing such reports shall be included in the Contract price. The reporting requirements in this Exhibit
are based on guidance from the US Office of Management and Budget (OMB), and as such are subject
to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract
and shall become part of Contractor's obligations under this Contract.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING
7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is
$25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a
total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the
Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de -
obligated such that the total award amount falls below $25,000, the Award shall continue to be subject
to the reporting requirements.
7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of
December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years
beginning on or after December 26, 2014.
8. SUBRECIPIENT REPORTING REQUIREMENTS
8.1. If Contractor is a Subrecipient, Contractor shall report as set forth below.
8.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for
each Federal Award Identification Number no later than the end of the month following the month
in which the Sub award was made:
8.1.1.1. Subrecipient DUNS Number;
8.1.1.2. Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account;
8.1.1.3. Subrecipient Parent DUNS Number;
8.1.1.4. Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and
Congressional District;
8.1.1.5. Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met;
and
8.1.1.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in
§4 above met.
8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of
the Agreement, the following data elements:
8.1.2.1. Subrecipient's DUNS Number as registered in SAM.
8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip
code + 4, and Congressional District.
9. PROCUREMENT STANDARDS
9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which
reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform
to applicable Federal law and the standards identified in the Uniform Guidance, including without
limitation, §§200.318 through 200.326 thereof.
9.2. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political
subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act,
as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR
part 247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or
the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid
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waste management services in a manner that maximizes energy and resource recovery; and establishing
an affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines.
10. ACCESS TO RECORDS
10.1. A Subrecipient shall permit Recipient and auditors to have access to Sub recipient's records and financial
statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass -
through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of
performance), and Subpart F -Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5).
11. SINGLE AUDIT REQUIREMENTS
11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient's fiscal year, the
Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in
accordance with the provisions of Subpart F -Audit Requirements of the Uniform Guidance, issued
pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501.
11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance
§200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in
accordance with §200.507 (Program -specific audits). The Subrecipient may elect to have a
program -specific audit if Subrecipient expends Federal Awards under only one Federal program
(excluding research and development) and the Federal program's statutes, regulations, or the terms
and conditions of the Federal award do not require a financial statement audit of Prime Recipient.
A program -specific audit may not be elected for research and development unless all of the Federal
Awards expended were received from Recipient and Recipient approves in advance a program -
specific audit.
11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year,
the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2
CFR §200.503 (Relation to other audit requirements), but records shall be available for review or
audit by appropriate officials of the Federal agency, the State, and the Government Accountability
Office.
11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for
the audit required by Part F of the Uniform Guidance and ensure it is properly performed and
submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare
appropriate financial statements, including the schedule of expenditures of Federal awards in
accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with
access to personnel, accounts, books, records, supporting documentation, and other information as
needed for the auditor to perform the audit required by Uniform Guidance Part F -Audit
Requirements.
12. CONTRACT PROVISIONS FOR SUBRECIPIENT CONTRACTS
12.1. If Contractor is a Subrecipient, then it shall comply with and shall include all of the following applicable
provisions in all subcontracts entered into by it pursuant to this Agreement.
12.1.1. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-
1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with
Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-
1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246
Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60,
"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of
Labor.
12.1.1.1.
12.1.1.1.1.
During the performance of this contract, the contractor agrees as follows:
Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The contractor will take affirmative
action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex, or national origin. Such
action shall include, but not be limited to the following: Employment, upgrading,
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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 contractor agrees to post in conspicuous places, available to employees and applicants
for employment, notices to be provided by the contracting officer setting forth the
provisions of this nondiscrimination clause.
12.1.1.1.2. Contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the contractor, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or national origin.
12.1.1.1.3. Contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
by the agency contracting officer, advising the labor union or workers' representative of
the contractor's commitments under section 202 of Executive Order 11246 of September
24, 1965, and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
12.1.1.1.4. Contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
12.1.1.1.5. Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the
contracting agency and the Secretary of Labor for purposes of investigation to ascertain
compliance with such rules, regulations, and orders.
12.1.1.1.6. In the event of Contractor's non-compliance with the nondiscrimination clauses of this
contract or with any of such rules, regulations, or orders, this contract may be canceled,
terminated or suspended in whole or in part and the contractor may be declared ineligible
for further Government contracts in accordance with procedures authorized in Executive
Order 11246 of September 24, 1965, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
12.1.1.1.7. Contractor will include the provisions of paragraphs (1) through (7) in every subcontract
or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor
issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that
such provisions will be binding upon each subcontractor or vendor. The contractor will
take such action with respect to any subcontract or purchase order as may be directed by
the Secretary of Labor as a means of enforcing such provisions including sanctions for
noncompliance: Provided, however, that in the event Contractor becomes involved in, or
is threatened with, litigation with a subcontractor or vendor as a result of such direction,
the contractor may request the United States to enter into such litigation to protect the
interests of the United States."
12.1.2. Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by
Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -
Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-
3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to laborers
and mechanics at a rate not less than the prevailing wages specified in a wage determination made
by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once
a week. The non -Federal entity must place a copy of the current prevailing wage determination
issued by the Department of Labor in each solicitation. The decision to award a contract or
subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal
entity must report all suspected or reported violations to the Federal awarding agency. The contracts
must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C.
3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and
Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants
from the United States"). The Act provides that each contractor or Subrecipient must be prohibited
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from inducing, by any means, any person employed in the construction, completion, or repair of
public work, to give up any part of the compensation to which he or she is otherwise entitled. The
non -Federal entity must report all suspected or reported violations to the Federal awarding agency.
12.1.3. Rights to Inventions Made Under a Contract or Contract. If the Federal Award meets the
definition of "funding Contract" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a
contract with a small business firm or nonprofit organization regarding the substitution of parties,
assignment or performance of experimental, developmental, or research work under that "funding
Contract," Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Contracts," and any implementing regulations issued by the awarding
agency.
12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C.
1251-1387), as amended. Contracts and subawards of amounts in excess of $150,000 must contain
a provision that requires the non -Federal award to agree to comply with all applicable standards,
orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal
Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the
Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR
180.220) must not be made to parties listed on the government wide exclusions in the System for
Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement
Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p.
235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred,
suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory
or regulatory authority other than Executive Order 12549.
12.1.6. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it
will not and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with
obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must
also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any
Federal award. Such disclosures are forwarded from tier -to -tier up to the non -Federal award.
13. CERTIFICATIONS
13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit
certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR
§200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of
the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the
project or activity was completed, or the level of effort was expended. 2 CFR §200.201(3). If the
required level of activity or effort was not carried out, the amount of the Award must be adjusted.
14. EXEMPTIONS
14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person,
unrelated to any business or non-profit organization he or she may own or operate in his or her name.
14.2. A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt
from the requirements to report Subawards and the Total Compensation of its most highly compensated
Executives.
14.3. There are no Transparency Act reporting requirements for Vendors.
15. EVENT OF DEFAULT
15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Contract
and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default
remains uncured five calendar days following the termination of the 30 -day notice period. This remedy
will be in addition to any other remedy available to the State of Colorado under the Contract, at law or
in equity.
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EXHIBIT D, ADDITONAL PROGRAM REQUIREMENTS
A. Work
Per 23 CFR 420.111, SUBRECIPIENT shall complete the Work and other obligations as described herein
and Exhibit A. Work performed prior to the Effective Date or after the Termination date shall not be
considered part of the Work. SUBRECIPIENT shall take all reasonable steps to carry out alla ctivities
desdribed and identified in the Statement of Work. The Statement shall include an estimation of anticipated
benefits from each program submitted, a Budget, the activity purpose, objetives, major tasks, timeline of
expected completion, and an Evaluation process to determine the success of each activity stated in Exhibit
A. In addition, SUBRECIPIENT shall be responsible for:
1.) The initial design and implementation of its congestion mitigation and air quality program as outlined in
the current TIP;
2.) Monitoring and Evaluating the program effectiveness;
3.) The promotion of congestion mitigation and air quality program(s) by employers;
4.) Submittal of an annual report to CDOT; and,
5.) Submitting annual results to CDOT through the CMAQ Reporter.
B. Notice
SUBRECIPIENT shall not commence Work until the date specified by a written notice, which may be
electronic, and shall complete the Work within the period specified in the Agreement unless the period or
terms thereof are extended according to this Agreement.
C. Staff/Consultant Services
SUBRECIPIENT shall be responsible to select staff/consultant services in compliance with all applicable
federal procurement requirements including 23 CFR 172 and 2 CFR 200. Any Request for Proposal (RFP)
used by SUBRECIPIENT to secure consultant Services must be reviewed by CDOT before SUBRECIPIENT
releases the RFP. CDOT shall have 15 calendar days from the date of receiving the RFP in which to return
comments. Responses to CDOT's comments will be provided by SUBRECIPIENT within 15 calendar days
of receipt of the comments. SUBRECIPIENT shall notify CDOT in writing before executing any Agreement
for consultant Services which utilizes Grant funding.
D. Statement of Work and Budget Amendment
SUBRECIPIENT shall amend Exhibit A in accordance with the terms of this Agreement, when:
1.) Reallocating funds between budget line items in Exhibit A, as permitted pursuant to §5(E); and
2.) Adding or deleting activities listed in Exhibit A to reflect authorized budget line item reallocations
permitted pursuant to §5(E).
If any changes to Exhibit A (i) require an increase or decrease to the maximum amount of this Subaward, (ii)
change the term of the Agreement, or (iii) exceed the 24.99% threshold in §5(E) for any activity, the Parties
must amend this Agreement prior to such change being effective.
E. Limited Availability of Funds
The amount of Federal Funds available to pay for the Work performed by Subrecipient in any one year is
limited to the amount of the unused portion of the allocated funds, made available through 23 §USC 104
(b)(3) and (f) as amended, and 49 USC 5303 as amended.
F. Additional Funds Use
CMAQ Federal Funds shall be used only to reimburse Subrecipient for eligible allowable costs incurred and
Subrecipient shall be solely responsible for all costs incurred that are either not allowable or which exceed
the funds available in the Agreement as identified herein and/or in the Exhibit A.
G. Billing, Reimbursement, and Allowable Costs
1.) Reimbursement
The Parties hereto exprssly recognize that the Subrecipient is to be paid, reimbursed, or otherwise
compensated with the funds provided to CDOT by the U.S. Department of Transportation for the purpose
of completing the Work and therefore, the Subrecipient expressly understands and agrees that all its
rights, demands, and claims to compensation arising under this Agreement are contingent upon receipt
of such funds by CDOT.
2.) Allowable Costs
CDOT shall not be obligated to use State funds under this Agreement. CDOT's use of Federal Fnds shall
be to reimburse Subrecipient for allowable costs incurred by Subrecipient, as defined in this Agreement.
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Subrecipient shall be solely responsible for all costs incurred which are not allowable or which exceed
the funds available in the Agreement.
H. Allowable and Indirect Costs
Allowable and indirect costs may include but are not limited to those listed in 2 CFR 200, or State Fiscal
Rule 2-7: "Official Functions and Training Functions," whichever may apply. However, such costs shall be
limited to those costs determined by the CDOT as necessary to directly carry out the Work for this
Agreement. In determining the amount of allowable costs, CDOT will exclude:
a) Any costs incurred by the Subrecipient before the execution of the Agreement.
b) Any costs incurred by the Subrecipient that are not included in Exhibit A.
c) Any cost incurred by the Subrecipient after the termination date of this Agreement as amended.
d) Memberships, subscriptions, and professional activities, which do not meet the following requirements:
(1). Costs of membership in civic and community, social organizations are allowable as a direct cost
with the approval of the federal -awarding agency;
(2). Costs of subscriptions to business, professional, and technical periodicals;
(3). Costs of meetings, conferences, and conventions where the primary purpose is the dissemination of
technical information, including meals, transportation, rental of meeting facilities, and other
incidental costs; or
(4). Costs of memberships in business, technical, and professional organizations. However, costs of
membership in organizations substantially engaged in lobbying are not allowed and thus
unallowable.
e) Official Function Expenditures (as defined by Rule 2-7 of the Colorado State Fiscal Rules), which do
not qualify as a meeting, conference, meal or other function that is hosted by the MPO or Subrecipient
staff and attended by guests and/or other MPO or Subrecipient personnel and held for official MPO or
Subrecipient business. Expenditures incurred fo rofficial functions shall be approved bythe responsible
MPO or Subrecipient official.
I. Disallow Costs
CDOT has the right to disallow any costs incurred by the Subrecipient, which are not consistent with this
Agreement, or on any activity not in compliance with the authorized Work.
J. Reimbursement Waiver
Subrecipient agrees that reimbursement of any cost under this Agreement does not constitute a final CDOT
decision about the allowability of the costs and does not constitute a waiver of any violation by Subrecipient
of the terms of this Agreement.
K. Certification
Upon submitting request for reimbursement, the designated representative of the Subrecipient has certified
that:
a) The costs are allowable, and therefore reimburseable;
b) The expenditure amount for that time period is correct;
c) The agreed upon Work has been performed and/or Work Product has been produced;
d) All Requests for Proposals and/or Requests for Qualifications have been forwarded to CDOT for review
and comment; and
e) Reimbursements are being requested in accordance with the terms of this Agreement.
L. Expenditures
Along with the form requesting reimbursement, the Subrecipient shall include expenditures of Federal Funds
for Work. The information shall contain:
i. Budgetted amount;
ii. Expenditures for current billing cycle and year-to-date;
iii. Unexpended balance after current cycle;
iv. Percent expended year-to-date; and
v. Copies of Subcontractors invoices, if applicable.
M. Invoice
CDOT shall pay the Subrecipient's voucher for expenditures incurred in performance of Work, up to the
maximum amount described in §7, and elsewhere in this Agreement, subject to conditions specified herein,
within 30 days of receipt.
N. Annual Report — CMAQ Reporter
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Subrecipient shall be responsible to coordinate with its MPO to submit an annual report using the "CMAQ
Reporter", describing, in detail, the performance of the Work and the extent to which the use of alternative
modes of tranportation and/or improvement in air quality were increased during the Agreement period as a
result of the program. SUBRECIPIENT shall be responsible for tracking, gathering, maintaining, and
reporting of CMAQ nonattainment or maintenance area program activities by category, which will include
emission reduction estimates and activity costs.
O. Final Report
Within 30 days after the end of the Program period, SUBRECIPIENT will provide to CDOT a final
accomplishment report of the activities performed under this Agreement for the completed fiscal year. It shall
include, but not be limited to:
I .) Final accompishments by activities; and
2.) Status of uncompleted products; and
3.) Accomplishment of performance measures; and
4.) Actual expenditures for the Program Period.
P. Reporting Guidance
Reporting made for the purpose of this Agreement and its activities shall be done in accordance with 23 CFR
Part 420.117, 450 and 2 CFR 200, and any supporting sections or amendments. The provisions of this
paragraph do not constitute a waiver of legal and administrative appeals available to SUBRECIPIENT or the
State.
Q. Monitoring
In accordance with 2 CFR 200 and other applicable standards, the State will monitor all the activities
conducted by SUBRECIPIENT pursuant to the terms of this Agreement to assure that the Project is being
performed consistent with supporting federal laws and regulations, as amended, to enable the preparation and
submission of appropriate reports that will contain at a minimum:
1.) Comparison of actual performance with established goals during the program and once the program is
complete;
2.) Progress in meeting schedules;
3.) Comparison of budgeted (approved) amounts and actual costs incurred;
4.) Cost variances to budget;
5.) Approved program revisions; and
6.) Other supporting data.
R. Performance, Progress, Personnel, and Funds
In responding to these requirements, CDOT will utilize the following steps and procedures to ensure that
assigned responsibilities are carried out:
1.) Monitoring Documents
CDOT will use the current Statement of Work, and supporting documents, in reviewing the progress
being made by SUB RECIPIENT to meet the commitments in this Agreement. The Statement of Work
must include all activities, deliverables, and performance measures, and Budgets committed to by
SUBRECIPIENT.
2.) Monitoring Meetings
Meetings between CDOT and SUBRECIPIENT representatives will be conducted at CDOT's discretion
for the purpose of reviewing progress, resurce allocations, and billings.
3.) Progress and Financial Reports
CDOT will prepare and submit progress and financial reports to the appropriate federal agencies.
S. Noncompliance
Any Product that SUBRECIPIENT has committed to in the Statement of Work not produced and justification
not provided in a timely manner in accordance with this agreement, may result in the delay of payment of
funds and/or termination as provided under this Agreement. Along with the terms of this Agreement and in
accordance with 2 CFR 200, the following steps will be implemented by CDOT:
1.) CDOT representative will meet with SUBRECIPIENT representative to discuss performance.
2.) The CDOT representative will report the progress to the Division of Transportation Development
Director.
3.) The Director will issue a decision as to whether performance is satisfactory or unsatisfactory. If
performance was determined to have been unsatisfactory, CDOT shall determine if a reduction in
allocation is appropriate. SUB RECIPIENT will be notified of any decisions made by CDOT.
Version 10/30/19
Contract Number: 20-HTD-ZL-03181/491002134 Page 33 of 35
FAIN:TBD/Federal Award Date: TBD/DUNS #: 075757955
DocuSign Envelope ID: 71 D403E4-75F6-4255-9532-5BEBCDE532B1
T. Additional Requirements for Rights in Data, Documents, and Computer Software
Whenever possible, published material shall acknowledge the financial participation of CDOT and/or the
FHWA and other agencies contributing funding to the Work Product. Any published material acknowledging
the contribution of the FHWA shall include the federal disclaimer statement: "FUNDED BY THE FHWA".
Published materials include any non -internal documents, reports, maps, photographs, computer software, or
like materials that are intended to be viewed by those outside of CDOT, and Subrecipient.
Patents: In addition to the standard patent rights clauses of 37 CFR §401 et. al, and other applicable laws and
regulations, CDOT, Subrecipient, and either party's subrecipients are subject to the provisions of 37 CFR part
401, governing patents and inventions whereby "The Subcontractor or Subrecipient will retain all rights provided
for the State in this clause, and the State will not, as part of the consideration for awarding the subaward or
Agreement, obtain rights in the Subcontractor's or Subrecipient 's subject inventions."
U. 2 CFR 200 Subpart F
In accordance with the provisions of 2 CFR 200: "Audits of States, Local Governments, and Nonprofit
Organizations", all nonfederal entities including state and local government and non-profit organizations,
receiving more than $750,000 from all federal financial assistance funding sources, shall comply with the
audit requirements of 2 CFR 200. Compliance with 2 CFR 200is required in the following manner:
a) If the Subcontractor expends less than $750,000 in Federal funds (all federal sources, not just Highway
funds) in its fiscal year then this requirement does not apply.
b) If the Subcontractor expends more than $750,000 in Federal funds, but only received federal Highway
funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be
performed. This audit will examine the "financial" procedures and processes for this program area.
c) If the Subcontractor expends more than $750,000 in federal funds, and the federal funds are from
multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the
entire organization/entity.
d) Single Audit can only be conducted by an independent auditor in accordance with generally accepted
government auditing standards covering financial audits (2 CFR 200). An audit is an allowable direct or
indirect cost.
V. Final Audit Report
If an audit is performed on Subrecipient's records for any fiscal year covering a portion of the term of this
Agreement, Subrecipient shall submit a copy of the final audit report to CDOT or its principal representative
at the address specified herein.
Version 10/30/19
Contract Number: 20-HTD-ZL-03181/491002134 Page 34 of 35
FAIN:TBD/Federal Award Date: TBD/DUNS /I: 075757955
DocuSign Envelope ID: 71 D403E4-75F6-4255-9532-5BEBCDE532B1
EXHIBIT E, TITLE VI - CIVIL RIGHTS
Nondiscrimination Requirements
Subrecipient shall not exclude from participation in, deny the benefits of, or subject to
discrimination any person in the United States on the ground of race, color, national origin, sex, age
or disability.
Subrecipient shall abide by all applicable federal and state nondiscrimination laws and regulations,
including but not limited to, Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d et seq.; The
Civil Rights Restoration Act of 1987, Pub. L. No. 100-259, 102 Stat. 28; 49 CFR Part 21:
Nondiscrimination in Federally -Assisted Programs of the Department of Transportation; 23 CFR
Part 200: Title VI Program and Related Statutes - Implementation and Review Procedures; Title II
of the Americans with Disabilities Act of 1990, 42 U.S.C §§12101 - 12213; Rehabilitation Act of
1973 § 504, 29 U.S.C § 794; 49 CFR Part 27: Nondiscrimination on the Basis of Disability in
Programs or Activities Receiving Federal Assistance; 28 CFR Part 35: Nondiscrimination on the
Basis of Disability in State and Local Government Services; 49 CFR Part 28: Enforcement of
Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department
of Transportation.
As a condition of federal financial assistance, Subrecipient shall develop and maintain a Title VI
Program in accordance with the "Requirements for FHWA Subrecipients" set forth in CDOT's Title
VI Program Plan. Subrecipient shall also facilitate compliance with Executive Order 12898 and
DOT Order 5610.2(a) by incorporating the principles of environmental justice in planning, project
development and public outreach in accordance with applicable CDOT and FHWA guidance.
In any contract utilizing federal funds, land, or other federal aid, Subrecipient shall require the
federal -aid recipient or contractor to provide a statement of written assurance that they will comply
with Section 504 and not discriminate on the basis of disability. Subrecipient shall develop and
maintain an ADA Program in accordance with 28 CFR Part 35, Nondiscrimination on the Basis of
Disability in State and Local Government Services and any other requirements established by CDOT
for FHWA subrecipients.
Disadvantaged Business Enterprise Requirements
The requirements of 49 CFR Part 26 and CDOT's DOT -approved DBE program are incorporated
by reference into this agreement. Subrecipient shall not discriminate on the basis of race, color,
national origin, or sex in the performance of this Agreement. Subrecipient shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted Agreement.
Failure by Subrecipient to carry out these requirements is a material breach of this Agreement, which
may result in the termination of this Agreement or such other remedy as CDOT deems appropriate.
Subrecipient must include this assurance in all DOT -assisted contracts.
Prompt Payment
Subrecipient shall require that all contractors pay subcontractors for satisfactory performance of
work no later than 30 days after the receipt of payment for that work from the contractor. If
Subrecipient allows contractors to withhold retainage from subcontractors, retainage shall be
released within 30 days from the date the work is satisfactorily completed.
Version 10/30/19
Contract Number: 20-HTD-ZL-03181/491002134 Page 35 of 35
FAIN:TBD/Federal Award Date: TBD/DUNS #: 075757955
Esther Gesick
From:
Sent:
To:
Cc:
Subject:
Attachments:
Commissioner Freeman,
Esther Gesick
Friday, May 8, 2020 3:43 PM
Mike Freeman
Elizabeth Relford; Esther Gesick; Bruce Barker; Bob Choate; Barb Connolly; Chris
D'Ovidio; Jay McDonald; Dawn Anderson; Karla Ford
FW: Please review and specify signers for CDOT - Weld County 2017 CNG Replacement
Agreement -491002134
FW: Please review and specify signers for CDOT - Weld County 2017 CNG Replacement
Agreement -491002134; 20173096.pdf
Pubic Works has provided the attached email/string explaining CDOT closed the project is now requesting we re-sign an
existing contract so the County can get reimbursed on vehicles we have already received. Please click on the 'Review
Document' link below and follow the steps to complete the DocuSign process. Since this is a duplicate of a contract
which was previously approved by the Board (See attached #2017-3096), I think the best method to document the 're-
do' is to list this item on the next Consent Agenda as an addition to the file. I've copied Legal and Finance so they are
also aware.
Thanks,
Esther E. Gesick
Clerk to the Board
1150 O Street/P.O. Box 758IGreeley, CO 80632
tel: (970) 400-4226
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed
and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please
immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents
of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Elizabeth Relford <erelford@weldgov.com>
Sent: Friday, May 8, 2020 1:56 PM
To: Esther Gesick <egesick@weldgov.com>
Subject: FW: Please review and specify signers for CDOT - Weld County 2017 CNG Replacement Agreement -491002134
Esther,
I am about to have a conference call but I can swing by afterwards to discuss with you.
Thanks,
Elizabeth
From: DocuSign NA3 System <dse NA3@docusign.net>
Sent: Friday, May 8, 2020 12:20 PM
1
Esther Gesick
From:
Sent:
To:
Cc:
Subject:
Attachments:
Esther,
Elizabeth Relford
Wednesday, May 6, 2020 3:53 PM
CTB
Barb Connolly; Stacey Swanson; Mona Weidenkeller
FW: Please review and specify signers for CDOT - Weld County 2017 CNG Replacement
Agreement -491002134
RE: Weld County CDOT Billing FY2017 UFR County NGV Fleets 22102 PO 491001530
The attached email string explains why CDOT is making us resign an existing contract so we can get reimbursed on
vehicles we have already received. CDOT cannot reimburse us our funding without jumping through these hoops. If you
could help out, I would greatly appreciate it.
Thanks,
Elizabeth
From: DocuSign NA3 System <dse_NA3@docusign.net>
Sent: Wednesday, May 6, 2020 3:19 PM
To: Elizabeth Relford <erelford@weldgov.com>
Subject: Please review and specify signers for CDOT - Weld County 2017 CNG Replacement Agreement -491002134
Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Error! Filename not specified.
Please review and complete the recipient information.
1
Rose Njuguna
rose njuguna@state co us
Attached please find the executable 2017 CNG Replacement Agreement -491002134
for your review
Once you complete your review, please enter the names and emails of the 2 signers -
The Board Chair and the Clerk to the Board The envelope will automatically be
forwarded to the Clerk to the Board, and then the Board Chair for their signatures in
that order
Please contact Contract Administrator, Phil Caldwell, with any questions
Best Regards,
Phillip Caldwell - Contract Administrator
Center for Procurement and Contract Services
Business Services Branch
2829 W Howard Place, Fifth Floor, Denver, CO 80204
P 303 757 9756 I F 303 757 9867
Phillip Caldwell@state co us I www coloradodot info I www cotrip org
Center for Procurement and Contract Services
Powered byn
Do Not Share This Email
This email contains a secure link to DocuSign Please do not share this email, link, or access code
with others
Alternate Signing Method
Visit DocuSign com, click 'Access Documents', and enter the security code
8C3FED69761D4A998DE18CAF89C44FA53
2
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3
Esther Gesick
From:
Sent:
To:
Cc:
Subject:
Barb Connolly
Tuesday, April 28, 2020 2:39 PM
Jacobsen - CDOT, Betsy; Stacey Swanson
Teri McDaniel; Elizabeth Relford; Chris D'Ovidio; Kent Peterson - CDOT; Bryan Schafer -
CDOT; Mona Weidenkeller; Karen Schneiders - CDOT; Christina Kallhoff - CDOT; James
Eussen - CDOT; Alana Koenig - CDOT; Jan Rowe - CDOT
RE: Weld County CDOT Billing FY2017 UFR County NGV Fleets 22102 PO 491001530
This is the correct DUNS number for Weld County.
Ewa eat. epd
Barbara Connolly, CPA
Weld County Government
Controller and
Purchasing Director
1150 O Street
Greeley, CO 80631
(970) 400-4445
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Jacobsen - CDOT, Betsy <betsy.jacobsen@state.co.us>
Sent: Tuesday, April 28, 2020 2:11 PM
To: Stacey Swanson <sswanson@weldgov.com>
Cc: Teri McDaniel <tmcdaniel@weldgov.com>; Barb Connolly <bconnolly@weldgov.com>; Elizabeth Relford
<erelford@weldgov.com>; Chris D'Ovidio <cdovidio@weldgov.com>; Kent Peterson - CDOT
<kent.peterson@state.co.us>; Bryan Schafer - CDOT <bryan.schafer@state.co.us>; Mona Weidenkeller
<mweidenkeller@weldgov.com>; Karen Schneiders - CDOT <karen.schneiders@state.co.us>; Christina Kallhoff CDOT
<christina.kallhoff@state.co.us>; James Eussen - CDOT <james.eussen@state.co.us>; Alana Koenig - CDOT
<alana.koenig@state.co.us>; Jan Rowe - CDOT <jan.rowe@state.co.us>
Subject: Re: Weld County CDOT Billing FY2017 UFR County NGV Fleets 22102 PO 491001530
Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Hi Stacy,
1
We requested your DUNS number last month but haven't received it, so our contracts office was on hold. I looked back
through some old files and gave them 075757955. If that is not correct, please let me know immediately. Otherwise
we're moving forward.
Like you, we're anxious to have this resolved. We'll get there.
Betsy
On Tue, Apr 28, 2020 at 9:50 AM Stacey Swanson <sswanson@weldgov.com>wrote:
Betsy and Kent,
Regarding you last email on January 17th, please provide an update on the payment of the CMAQ invoices from
October -December of 2019.
Stacey Swanson
Budget and Finance Manager
Public Works Department
1111 H. Street I P.O. Box 758 I Greeley, CO 80632
sswanson@weldgov.com
Desk 970.400.3726 Fax 970.304.6497
Cell 970.673.5849
From: Peterson - CDOT, Kent <kent.peterson@state.co.us>
Sent: Friday, January 17, 2020 1:45 PM
To: Stacey Swanson <sswanson@weldgov.com>
Cc: Bryan Schafer - CDOT <bryan.schafer@state.co.us>; Jacobsen - CDOT, Betsy <betsy. acobsen@state.co.us>; Mona
Weidenkeller <mweiden<eller@weldgov.com>; Elizabeth Relford <erelford@weldgov.com>; Karen Schneiders - CDOT
<karen.schneiders@state.co.us>; Christina Kallhoff - CDOT<christina.kallhoff@state.co.us>; James Eussen - CDOT
<(ames.eussen@state.co.us>; Alana Koenig - CDOT <alana.koenig@state.co.us>; Jan Rowe - CDOT
<jan.rowe@state.co.us>
Subject: Re: Weld Count/ CDOT Billing FY2017 UFR County NGV Fleets 22102 PO 491001530
2
Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Stacy,
There's been a few delays but we have everything in a project and budgeted. It has to go
through some approvals and then we can get it to purchasing to give us a new PO. I have
already given Phil a heads up on this. Unfortunately we could not reuse the old project and PO.
We'll get the invoices processed asap when the PO is approved.
Thanks
Kent Peterson
Projects and Grants Financial Analyst
HQ Business Office
Business Services Branch
Phone 303.757.9825
kent.petersoncstate.co.us vvww.codot.gov www.cotrip.org
How am I doing? Let my manager leah.ware@state.co.us know.
2829 W Howard PI. HQ Business Office Denver, CO 80204
3
This email message and any included attachments, from the Colorado
Department of Transportation, are confidential and intended solely for the
use of the individual or entity to which it is addressed. Unauthorized review,
forwarding, printing, copying, distributing, or using such information is
strictly prohibited and may be unlawful. If you received this message in
error, please notify the sender by replying to this message and delete the
email without disclosure. Thank you
On Fri, Jan 17, 2020 at 1:33 PM Stacey Swanson <sswanson@weldgov.com>wrote:
Good afternoon.
I checking on the status of the invoice payments to Weld County. Per this email on Nov 19th,
All the funding was transferred from R4 to HQ on 11/6, so it is ready for Kent to STIP and get
budgeted into projects'.
We submitted invoices in October and November and will be submitting the final invoice this
month. Please provide a status of the payments to Weld County. We were hoping to receive
payment in January to post to 2019.
I have attached the previously submitted invoice for reference. Please contact me with
questions.
Thank you,
sae, Swanaon
4
Budget & Finance Manager
reEd eganeetmo& 70.44
1111 H Street, P.O. Box 758
Greeley, CO 80632
(970) 400-3726
Cell: (970) 673-5849
sswanson@weldgov.com
From: Bryan Schafer - CDOT <bryan.schafer@state.co.us>
Sent: Tuesday, November 19, 2019 4:21 PM
To: Jacobsen - CDOT, Betsy <betsy.jacobsen@state.co.us>
Cc: Kent Peterson - CDOT <kent.peterson@state.co.us>; Mona Weidenkeller <mweidenkeller@weldgov.com>; Stacey
Swanson <sswanson@weldgov.com>; Elizabeth Relford <erelford@weldgov.com>; Karen Schneiders - CDOT
<karen.schneiders@state.co.us>; Christina Kallhoff - CDOT <christina.kallhoff@state.co.us>; James Eussen - CDOT
<james.eussen@state.co.us>; Alana Koenig - CDOT <alana.koenig@state.co.us>; Jan Rowe - CDOT
<jan.rowe@state.co.us>
Subject: RE: Weld County CDOT Billing FY2017 UFR County NGV Fleets 22102 PO 491001530
Caution This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
All the funding was transferred from R4 to HQ on 11/6, so it is ready for Kent to STIP and get budgeted into projects.
Bryan Schafer
Region 4 Business Manager
COLORADO
Department of Transportation
5
P 970.350.2219 I C 970.415.2559 I F 970.350.2181
bryan.schafer@state.co.us I www.codot.gov I www.cotrip.org
10601 West 10th Street, Greeley CO 80634
From: Jacobsen - CDOT, Betsy <betsy.iacobsen@state.co.us>
Sent: Tuesday, November 19, 2019 3:40 PM
To: Bryan Schafer - CDOT <bryan.schafer@state.co.us>
Cc: Kent Peterson - CDO' <kent.peterson@state.co.us>; Mona Weidenkeller <mweidenkeller@weldgov.com>; Stacey
Swanson <sswanson@weldgov.com>; Elizabeth Relford <erelford@weldgov.com>; Karen Schneiders - CDOT
<karen.schneiders@state.co.us>; Christina Kallhoff - CDOT<christina.kallhoff@state.co.us>; James Eussen - CDOT
<james.eussen@state.cc.us>; Alana Koenig - CDOT <alana.koenig@state.co.us>; Jan Rowe - CDOT
<jan.rowe@state.co.us>
Subject: Re: Weld County CDOT Billing FY2017 UFR County NGV Fleets 22102 PO 491001530
Hi Bryan,
Can you tell me where we are on this? I have another new invoice for this same project (for October purchases) and
I'd like to get them into accounts payable for processing. Any info you can provide is appreciated.
Betsy
On Tue, Nov 5, 2019 at 9:07 AM Bryan Schafer - CDOT <bryan.schafer@state.co.us>wrote:
Kent,
I just submitted a FAR to proceed with the transfers indicated in yellow in the attached. It looks like 22102 shouldn't
have been as Elizabeth indicated, so I requested to transfer the CUF funding back to re-establish that project as well.
Bryan Schafer
Region 4 Business Manager
6
te.
•coo ,
COLORADO
Department of Transportation
P 970.350.2219 I C 970.415.2559 I F 970.350.2181
bryan.schafer@state.co.us www.codot.gov www.cotrip.org
10601 West 10th Street, Greeley CO 80634
From: Bryan Schafer - CDOT <bryan.schafer@state.co.us>
Sent: Friday, November 1, 2019 9:47 AM
To: Karen Schneiders - CDOT <karen.schneiders@state.co.us>
Cc: Kent Peterson - CDOT <kent.peterson@state.co.us>; 'Mona Weidenkeller' <mweidenkeller@weldgov.com>;
'Stacey Swanson' <sswanson@weldgov.com>; 'Elizabeth Relford' <erelford@weldgov.com>; Betsy Jacobsen - CDOT
<betsy.eacobsen@state.co.us>
Subject: RE: Weld County CDOT Billing FY2017 UFR County NGV Fleets 22102 PO 491001530
Karen,
I'm going to need you to weigh in on this one. I proceeded on all the changes and swaps after we had several
discussions to make sure I was proceeding as needed. If I shouldn't have taken the funding that Elizabeth indicates
and have to undo stuff it will take some time, and there isn't any extra money sitting around in pools to replace it
that I am aware of. Attached are the original files that were attached to the email.
Bryan Schafer
Region 4 Business Manager
COLORADO
Department of Transportation
P 970.350.2219 I C 970.415.2559 I F 970.350.2181
bryan.schafer@state.co.us I www.codot.gov www.cotrip.org
10601 West 10th Street, Greeley CO 80634
From: Elizabeth Relford <erelford@weldgov.com>
Sent: Friday, November 1, 2019 9:07 AM
To: Jacobsen - CDOT, Betsy <betsy.jacobsen@state.co.us>; Bryan Schafer - CDOT <bryan.schafer@state.co.us>
Cc: Kent Peterson - CDCT <kent.peterson@state.co.us>; Mona Weidenkeller <mweidenkeller@weldgov.com>; Stacey
Swanson <sswanson@weldgov.com>; Karen Schneiders - CDOT <karen.schneiders@state.co.us>
Subject: RE: Weld County CDOT Billing FY2017 UFR County NGV Fleets 22102 PO 491001530
We need to meet to discuss because 22102 contract was not part of that deal. 22102 was part of the waivers that
were approved, so the reimbursements for these vehicles should be processed. Let me know if we need to further
discuss.
Elizabeth
From: Jacobsen - CDOT, Betsy <betsy.jacobsen@state.co.us>
Sent: Friday, November 1, 2019 7:44 AM
To: Bryan Schafer - CDOT <bryan.schafer@state.co.us>
Cc: Kent Peterson - CDOT <kent.peterson@state.co.us>; Elizabeth Relford <erelford@weldgov.com>; Mona
Weidenkeller <mweidenkeller@weldgov.com>; Stacey Swanson <sswanson@weldgov.com>; Karen Schneiders -
CDOT <karen.schneiders@state.co.us>
Subject: Re: Weld County CDOT Billing FY2017 UFR County NGV Fleets 22102 PO 491001530
Caution This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Thanks Bryan, this is very helpful.
Stacey, please contact Karen if you have specific questions. But because of the swap described by Bryan, we won't
be reimbursing for these vehicles.
Betsy
On Fri, Nov 1, 2019 at 7:35 AM Bryan Schafer - CDOT <bryan.schafer@state.co.us>wrote:
Betsy,
The project was closed and the CMAQ funding was budgeted into our Segment 7 & 8 I-25 project, 21506. In turn
Weld County funds were debudgeted from the project so they could purchase the vehicles with their own
funding. All of the funding swaps were approved by the NFR. Karen Schneiders could provide additional
information if you need it.
Bryan Schafer
Region 4 Business Manager
a
0
P 970.3 50.2219
COLORADO
Department of Transportation
C 970.415.2559 I F 970.350.2181
bryan.schafer@state.co.us I www.codot.gov I www.cotrip.org
10601 West 10th Street, Greeley CO 80634
From: Jacobsen - CDOT, Betsy <betsy.jacobsen@state.co.us>
Sent: Thursday, October 31, 2019 3:47 PM
To: Stacey Swanson <sswanson@weldgov.com>
Cc: Kent Peterson <kent.peterson@state.co.us>; Elizabeth Relford <erelford@weldgov.com>; Mona Weidenkeller
<mweidenkeller@weldgov.com>; Bryan Schafer - CDOT <Bryan.Schafer@state.co.us>
Subject: Re: Weld County CDOT Billing FY2017 UFR County NGV Fleets 22102 PO 491001530
All,
It appears this project was closed based on the inability to fulfill Buy America requirements. Please see below.
Bryan, what now?
9
Thanks
Betsy
From: Bryan Schafer - CDOT <bryan.schafer�state.co.us>
Date: Thu, May 9, 2019 at 3:45 PM
Subject: RE: Request to Flex CMAQ funds
To: Michael Standke - CDOT<michael.standke(a�state.co.us>, Kent Peterson
<kent.peterson@stas.e.co.us>
Cc: Christina Kallhoff - CDOT <christina.kallhoff@state.co.us>, Alana Koenig - CDOT
<alana.koenig state.co.us>, Lisa Femmenino - CDOT <lisa.femmenino@state.co.us>, Karen Schneiders
- CDOT <karen.schreiders@state.co.us>
Mike and Kent,
I'm not sure who to address this request to, so I am starting with the both of you. Due to the new tighter Buy
America requirements several projects to purchase CNG vehicles are not able to move forward. Projects 22101,
22102, and 22409 need to be un-encumbered, de -budgeted, then withdrawn and closed (see attached Unspent
file). Additionally SST7007.008CNF19 & SST7007.012CNF19 need to be fully de-STIP'ed as these won't be moving
forward either (see attached Reconciliation file). The future year CNF funding will likely fall into this same situation,
but I am just addressing 2019 at this time. After projects are de -budgeted and de-STIP'ed I will submit a FAR to
transfer funding back from PST to PO4 from the CNF and CUF programs.
Thank you,
Bryan Schafer
Region 4 Business Manager
COLORADO
Department of Transportation
R,egle; 4
P 970.350.2219 I C 970.415.2559 F 970.350.2181
10601 West 10th Street, Greeley CO 80634
bryan.schafer@state.co.us I www.codot.gov www.cotrip.org
10
From: Bryan Schafer - CDOT <bryan.schafer@state.co.us>
Sent: Thursday, May 9, 2019 2:05 PM
To: Karen Schneiders - CDOT <karen.schneiders@state.co.us>
Cc: Christina Kallhoff - CDOT <christina.kallhoff@state.co.us>; Alana Koenig - CDOT <alana.koenig@state.co.us>; Lisa
Femmenino - CDOT <lisa.femmenino@state.co.us>
Subject: FW: Request to Flex CMAQ funds
Karen,
Since Jeff Sudmeier asked about Metro and CMAQ funding it reminded me of this topic. I haven't heard anything
back from you since my last reply on the topic a couple of weeks ago.
Thank you,
Bryan Schafer
Region 4 Business Manager
COLORADO
Department of Transportation
Regton 4
P 970.350.2219 C 970.415.2559 F 970.350.2181
10601 West 10th Street, Greeley CO 80634
bryan.schafer@state.co.us www.codot.gov www.cotrip.org
From: Bryan Schafer - CDOT <bryan.schafer@state.co.us>
Sent: Wednesday, April 24, 2019 10:34 AM
To: Karen Schneiders - CDOT <karen.schneiders@state.co.us>
Cc: Christina Kallhoff - CDOT <christina.kallhoff@state.co.us>; Alana Koenig - CDOT <alana.koenig@state.co.us>; Lisa
Femmenino - CDOT <lisa.femmenino@state.co.us>
Subject: RE: Request to Flex CMAQ funds
K re n
11
Once we close and de -budget 22102 there will only be $502,000 of federal funding available in PST-CUF-19 to
transfer back to R4, otherwise I would be taking part of the $639,000 of Fed in the HQ CUF pool that was for project
22459 "FY18 WELD COUNTY CNG (14 VEHICLES) CMAQ". There was $153,552 of federal roll -forward from 18 to 19
in the R4 pool, and a total of $875,358 fed un-programmed, so that is where the difference for the $627,000 fed
needed will come from for CUF.
After we proceed with the 2 CNF project closures that will return $726,069 to the HQ pool. The problem is looking
at the attached reconciliation report is that the CNF pool is already over -programmed by <$94,186>, so there will
only be $631,883 of un-programmed fed available to transfer. Also unlike the Region CUF pool there isn't enough
un-programmed in the Region CNF to cover the difference. Only $1,127,619 of fed is available in the Region pool,
for a total of $1,759,502, so something will need to be de-STIP'ed either in the HQ or Region CNF program, or both
to free additional funding.
So we will proceed with the below 3 project de -budgets and closures, but we need to figure out what needs to be
de-STIP'ed before we can finalize any transfers or STIP amendments for 1-25.
FY17 NFR WELD COUNTY NATURAL GAS FLEETS CNF CMAQ - NFR MPO
FY17 NFR WELD COUNTY NATURAL GAS FLEETS
CNF
CMAQ - NFR MPO
22101
22101
I
22101
FY17 UFR WELD COUNTY NAT GAS FLEETS
FY17 UFR WELD COUNTY NAT GAS FLEETS
CUF
CUF
CMAQ - Upper Front Range
CMAQ - Upper Front Range
22102
22102
22102
FY17 NFR WELD CO NGV FLEETS ADDITIONAL
FY17 NFR WELD CO NGV FLEETS ADDITIONAL
CNF
CMAQ - NFR MPO
CNF CMAQ - NFR MPO
22409
22409
22409
Thank you,
Bryan Schafer
Region 4 Business Manager
COLORADO
Department of Transportation
Region 4
P 970.350.2219 I C 970.415.2559 I F 970.350.2181
10601 West 10th Street, Greeley CO 80634
bryan.schafer@state.co.us I www.codot.gov , www.cotrip.org
12
From: Schneiders - CDOT, Karen <karen.schneiders@state.co.us>
Sent: Monday, April 22, 2019 9:00 AM
To: Bryan Schafer - CDOT <brvan.schafer@state.co.us>
Cc: Christina Kallhoff - CDOT<christina.kallhoff@state.co.us>; Alana Koenig - CDOT <alana.koenig@state.co.us>; Lisa
Femmenino - CDOT <Iisa.femmenino@state.co.us>
Subject: Re: Request to Flex CMAQ funds
A summary of what transfer will be done after the projects closures and de -budgets are complete.
I assumed an 82.21/17.79 match.
From PST-CNF-19 to PO4-CNF-19 transfe jam.
.,
From PST-CUF-19 to PO4-CUF-19 transfer
Once the transfers are complete Alana will proceed with the TIP/STIP for the below amounts:
Project 21506 — Construction 30000
Increase SSP4428.012CNF19 + $3,013,000 (100% Federal, project over -matched with State funding)
Increase SSP4428.012CUF19 + $627,000 (100% Federal, project over -matched with State funding)
Karen Schneiders
Local Agency Planning Et Environmental Manager, Region 4
rat
a,
_._ ___. ....re. ____
x
P 970.350.2172 c 970.310.5392
10601 West 10th Street, Greeley CO 80634
karen.schneiders@state.co.us I www.codot.gov
www.cotrip.org
13
Betsy Jacobsen
Bicycle/Pedestrian/Scenic Byways Section Manager
P 303.757.9982 I F 303.757.9727
betsy.jacobsen@state.co.us I www.cdot.gov I www.cotrip.org
2829 W. Howard Place, Denver, CO 80204
x
x
d
x
x
d
14
RESOLUTION
RE: APPROVE CONGESTION MITIGATION AND AIR QUALITY (CMAQ) GRANT
AGREEMENT FOR UPPER FRONT RANGE NATURAL GAS VEHICLE FLEETS AND
AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Congestion Mitigation and Air Quality
(CMAQ) Grant Agreement for Upper Front Range Natural Gas Vehicle Fleets between the County
of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
on behalf of the Department of Public Works, and the Colorado Department of Transportation,
commencing upon full execution, and ending December 31, 2018, with further terms and
conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Congestion Mitigation and Air Quality (CMAQ) Grant Agreement for
Upper Front Range Natural Gas Vehicle Fleets between the County of Weld, State of Colorado,
by and through the Board of County Commissioners of Weld County, on behalf of the Department
of Public Works, and the Colorado Department of Transportation, be and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 6th day of September A.D., 2017.
BOARD OF COUNTY COMMISSIONERS
WELD COUI Y, COLORgpO
ATTEST: dia4A) j1140;04k,
Weld C. . ty Clerk to the Board
BY:
Deputy C rk t
APP ED AS T
County torney
klar
Julie A. Cozad, Chair
Date of signature: 1OIy/2otz
Freeman
cc : Pc. c eR), a c -r c 8c)
bt/I'a/i?
2017-3096
EG0074
Cfi5n-l-rac+
TO* ((j33
co
MEMORANDUM
TO: Clerk to the Board
DATE: September 7, 2017
FROM: Elizabeth Relford, Transportation Manager
SUBJECT: CDOT Contract Approval for CMAQ Project
#22102 — FY17 NGVs through the UFRTPR
For Fiscal Year 2017, Weld County received $502,000 in federal Congestion, Mitigation, and
Air Quality (CMAQ) funding in the Upper Front Range TPR. The local match requirement is
$104,353 for a total contract amount of $606,353.
This funding is for 11 compressed natural gas (CNG) vehicles and conversion of two existing
tandem truck engines to natural gas. Seven of the vehicles and the conversions are for Weld
County Public Works, which are part of the county's 2017 replacement program, one is for the
Town of Gilcrest, and three are for the City of Fort Lupton.
Weld County's share of the CMAQ funds is $329,714 and its local match share is $68,539 for a
project total of $398,252.
Gilcrest's share of the CMAQ funds is $41,395 and its local match share is $8,605 for a project
total of $50,000.
Fort Lupton's share of the CMAQ funds is $130,891 and its local match share is $27,209 for a
project total of $158,100.
I am available to answer any questions you may have.
cc: 3 Qr;W na I s tG PLA)C £.R) 2017-3096
6i / CotIi
aGoo-7y
COLORADO
Department of Transportation
Division of Transportation Development
Multi -Modal Planning Branch
4201 E. Arkansas Ave., Shumate Bldg.
Denver, CO 80222-3400
October 13, 2017
Ms. Elizabeth Relford
Weld County Government
PO Box 758
Greeley, CO 80632-0758
Dear Elizabeth:
This is your official letter to proceed on the Congestion Mitigation and Air Quality (CMAQ) "FY2017 UFR Weld County
Natural Gas Vehicle (NGV) Fleets" project - Project 22102.
Enclosed is your CDOT contract 18-HTD-ZL-00060, PO Number 491001530. Please be sure to use this PO number as a
reference when asking questions or submitting invoices. This contract provides a total of $606,353 ($502,000 Federal
and $104,353 Local Match). The funds represent a local match of 17.21% and no over match. The contract is effective as
of September 29, 2017. This contract will expire on December 31, 2018 unless sooner terminated or further extended as
specified in the contract. Please read your contract so you're aware of all your responsibilities.
Billing must be done on a monthly basis and all costs submitted are on a cost -reimbursement basis only. Each invoice
submitted for reimbursement must have:
Reimbursement Request Form
Grantee Name and Mailing Address
Contract Number
Purchase Order Number
Name of Project
Dates for specific period of billing (month and year)
Progress report of work completed for the billing period
Financial progress report (tracking sheet) identifying total expenditures by budget line items
The reimbursement form outlines the statement of work produced, along with corresponding back-up documentation. A
copy is attached to your contract. Documentation may include but not be limited to:
Copy of subcontractor invoices marked "paid", dated, and signed by project administrator or designee
Copy of all expense receipts
Copy of checks or general ledger referencing all paid expenses
Signed time sheets (each sheet must be signed by each staff and his/her supervisor) identifying the days and
hours each employee worked on the project and their rate of pay; in addition to all other hours worked during
the month
4201 E. Arkansas Ave., Shumate Bldg, Denver, CO 80222-3400 P 303.757.9982 F 303.757.9727 www.coloradodot.lnfo
Any bids or RFPs must be pre -approved by the CDOT Contract Administrator prior to their public release. Any subsequent
contracts being written for those bids or RFPs must be submitted for pre -approval prior to being executed with the
subcontractors.
Good luck with your project, and please contact me if you have any questions.
Sincerely,
Betsy Jacobsen
Bicycle/Pedestrian/byways Section Manager
Attachment
4201 E. Arkansas Ave., Shumate Bldg, Denver, CO 80222-3400 P 303.757.9982 F 303.757.9727 www.coloradodot.lnfo
24. EXHIBIT B 7-,
25. EXHIBIT C 23
26. EXHIBIT D 25
27. EXHIBIT E 27
28. EXHIBIT F 28
29. EXHIBIT G 30
30. EXHIBIT H i4
31. EXHIBIT I 39
CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
STATE OF COLORADO
Colorado Department of Transportation
Division of Transportation Development
Congestion Mitigation and Air Quality (CMAQ) Grant Agreement
with
WELD COUNTY GOVERNMENT
1. PARTIES
2 EFFECTIVE DATE AND NOTICE OF NONLIABILITY
3. RECITALS
4. DEFINITIONS 2
5. TERM 3
6. STATEMENT OF WORK / CONTRACT OBJECTIVE PLAN 4
7. PAYMENTS TO GRANTEE 4
8. REPORTING - NOTIFICATION 6
9. GRANTEE RECORDS 6
10. CONFIDENTIAL INFORMATION -STATE RECORDS
I I . CONFLICTS OF INTEREST 8
12. REPRESENTATIONS AND WARRANTIES 8
13. INSURANCE 9
14. BREACH 10
15. REMEDIES 10
16. NOTICES and REPRESENTATIVES 12
17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE 12
18. GOVERNMENTAL IMMUNITY 1 7
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 12
20. GENERAL PROVISIONS 13
21. COLORADO SPECIAL PROVISIONS 15
22. SIGNATURE PAGE 17
23. EXHIBIT A 18
TABLE OF CONTENTS
7
1. PARTIES
This Grant ("Grant") is entered into by and between WELD COUNTY GOVERNMENT ("Grantee"), and the
STATE OF COLORADO acting by and through the Colorado Department of Transportation, Division of
Transportation Development ("State" or "CDOT"). Grantee and the State hereby agree to the following terms
and conditions.
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Grant shall not be effective or enforceable until it is approved and signed by the Colorado State Controller
or designee ("Effective Date"). Except as provided in Section 7(B)(ii), the State shall not be liable to pay or
reimburse Grantee for any performance hereunder. including, but not limited to costs or expenses incurred, or
be bound by any provision hereof prior to the Effective Date. OO1' _ 36gcoC 1)
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3. RECITALS
A. Authority, Appropriation, and Approval
Authority to enter into this Grant exists in CRS §§43 -1 -106.43-1-I 10, 43-1-117, 43-1-224, 43-2-101(4)(c),
30-28-105, 29-1-203, FAST ACT, MAP -21, SAFETEA_LU, 23 USC § 104 and 23 USC § 149 and funds
have been budgeted. appropriated and otherwise made available, and a sufficient unencumbered balance
thereof remains available for payment. Required approvals, clearance and coordination have been
accomplished from and with appropriate agencies.
B. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other good and
valuable consideration are sufficient and adequate to support this Grant.
C. Purpose
Having been awarded this Project under the current Statewide Transportation Improvement Plan (STIP),
Grantee, who is responsible for the Continuing, Comprehensive, and Cooperative (3C) Urban
Transportation Planning Process, desires to enter into a grant with CDOT to develop" implement, and
monitor its Congestion Mitigation and Air Quality ("CMAQ") Project for their Carbon Monoxide
Nonattainment Area(s), financed by the use of Congestion Mitigation and Air Quality funds in accordance
with FHWA and State policies.
CDOT desires to enter into this Grant for such Services from Grantee by obtaining federal financial
assistance for congestion mitigation and air quality programs through FHWA, provided that the project is
performed in accordance with the terms and conditions contained in this Grant and in accordance with
applicable federal laws and regulations.
D. References
All references in this Grant to sections (whether spelled out or using the § symbol), subsections, exhibits or
other attachments, are references to sections, subsections" exhibits or other attachments contained herein or
incorporated as a part hereof, unless otherwise noted.
CDOT - Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
4. DEFLNITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Budget
"Budget" means the budget for the Work described in Exhibit A.
B. CMAQ
"CMAQ" means Congestion Mitigation and Air Quality.
C. Evaluation
"Evaluation means the process of examining Grantee's Work and rating it based on criteria established in
§6 and §19.
D. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein: Exhibit A (Scope of Work and
Budget), Exhibit B (Supplemental Requirements for Exhibit A), Exhibit C (Payments and Billing).
Exhibit D (Program Reporting -Notification -Monitoring Requirements), Exhibit E (Records -Additional
Provisions). Exhibit F (Grantee Payment Checklist). Exhibit G (Supplemental Federal Provisions for
Federally Funded Contracts, Grants, and Purchase Orders-FFATA) and Exhibit H (Supplemental Federal
Provisions for Federal Awards), and Exhibit I (Billing Form).
E. Federal Funds
"Federal Funds" means the funds provided by the Federal Highway Administration ("FHWA") and the
Federal Transit Administration ("FTA") to fund performance of the Work.
F. Goods
"Goods" means tangible material acquired. produced, or delivered by Grantee either separately or in
conjunction with the Services Grantee renders hereunder.
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G. Grant
"Grant" means this Grant. its terms and conditions, attached exhibits, documents incorporated by reference
under the terms of this Grant, and any future modifying agreements, exhibits, attachments or references
incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies.
H. Grant Funds
"Grant Funds" means available funds payable by the State to Grantee pursuant to this Grant.
I. Local Funds
-Local Funds" provided by the Grantee to fund performance of the Work.
J. Manual
"Manual" refers to the CDOT Operating Manual for MPO Transportation Planning.
K. Party or Parties
"Party" means the State or Grantee and "Parties" means both the State and Grantee.
L. Products
"Products" means the work produced as a result of the Work for this Grant.
M. Program
"Program" means the Congestion Mitigation and Air Quality Program (CMAQ) grant program that
provides funding for this Grant.
N. Review
"Review" means examining Grantee's Work to ensure that it is adequate, accurate, correct and in
accordance with the criteria established in §6, and Exhibit A.
O. Services
"Services" means the required services to be performed by Grantee pursuant to this Grant.
P. Subgrantee
"Subgrantee" means third -parties, if any. engaged by Grantee to aid in performance of its obligations.
Q. Work
"Work" means the tasks and activities Grantee is required to perform to fulfill its obligations under this
Grant and Exhibit A. including the performance of the Services and delivery of the Goods.
R. Work Product
"Work Product' means the tangible or intangible results of Grantee's Work, including, but not limited to.
software, research, reports, studies, data. photographs. negatives or other finished or unfinished documents,
drawings. models, surveys. maps. materials. or work product of any type, including drafts.
CDOT - Division of Transportation Development
SAP PO #: 491001530
SRM #: t8-HTD-ZL-00060
DUNS #: 075757955
5. TERM
A. Initial Term -Work Commencement
The Parties respective performances under this Grant shall commence on the Effective Date. This Grant
shall terminate on December 31, 2018 unless sooner terminated or further extended as specified elsewhere
herein.
B. Two Month Extension
The State, at its sole discretion upon written notice to Grantee as provided in §16, may unilaterally extend
the term of this Grant for a period not to exceed two months if the Parties are negotiating a replacement
Grant (and not merely seeking a term extension) at or near the end of any initial term or any extension
thereof. The provisions of this Grant in effect when such notice is given, including, but not limited to
prices, rates, and delivery requirements. shall remain in effect during the two month extension. The two -
month extension shall immediately terminate when and if a replacement Grant is approved and signed by
the Colorado State Controller.
C. Other Modification to Term
The term may be extended beyond the period specified in Section 5A only by means of an amendment to
this Grant.
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6. STATEMENT OF WORK / CONTRACT OBJECTIVE PLAN
A. Completion
Grantee shall complete the Work and its other obligations as described herein and in Exhibit A on or
before December 31, 2018. The State shall not be liable to compensate Grantee for any Work performed
prior to the Effective Date or after the termination of this Grant.
B. Goods and Services
Grantee shall procure Goods and Services necessary to complete the Work. Such procurement shall be
accomplished using the Grant Funds and shall not increase the maximum amount payable hereunder by the
State.
C. Employees
All persons employed by Grantee or Subgrantees shall be considered Grantee's or Subgrantees'
employee(s) for all purposes hereunder and shall not be employees of the State for any purpose as a result
of this Grant.
D. Federal Laws, Rules and Regulations
If the Grant Funds involve federal funding. Grantee understands and agrees that federal laws, rules and
regulations will control the Work and its implementation. Unless a waiver is granted, Grantee agrees to
comply with all required federal laws, rules and regulations applicable to the Work, in addition to all State
requirements.
CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-l-ITD-ZL-00060
DUNS #: 075757955
7. PAYMENTS TO GRANTEE
The State shall, in accordance with the provisions of this §7, pay Grantee in the following amounts and using
the methods set forth below:
A. Maximum Amount
The maximum amount payable under this Grant to Grantee by the State is $_502.000.00. as determined by
the State from available funds. Grantee agrees to provide any additional funds required for the successful
completion of the Work. Payments to Grantee are limited to the unpaid obligated balance of the Grant as
set forth in Exhibit A.
B. Payment
i. Matching Funds
The Subrecipient shall provide matching funds as provided in §7 and Exhibit A. Subrecipient shall
have raised the full amount of matching funds prior to the Effective Date and shall report to the State
regarding the status of such funds upon request. The Subrecipient's obligation to pay all or any part
of any matching funds, whether direct or contingent, only extends to funds duly and lawfully
appropriated for the purposes of this Agreement by the authorized representatives of the
Subrecipient and paid into the Subrecipient's treasury or bank account.
The Subrecipient represents to the State that the amount designated "Subrecipient's Matching
Funds" in Exhibit A has been legally appropriated for the purposes of this Agreement by its
authorized representatives and paid into its treasury or bank account. The Subrecipient does not by
this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this
Agreement is not intended to create a multiple -fiscal year debt of the Subrecipient. The Subrecipient
shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature,
except as required by the Local Agency's laws or policies.
ii. Retroactive Payments
The State shall pay Grantee for costs or expenses incurred or performance by the Grantee prior to the
Effective Date. only if (1) the Grant Funds involve federal funding and (2) federal laws. rules and
regulations applicable to the Work provide for such retroactive payments to the Grantee. Any such
retroactive payments shall comply with State Fiscal Rules and be made in accordance with the
provisions of this Grant or such Exhibit. Grantee shall initiate any payment request by submitting
invoices to the State in the form and manner set forth and approved by the State. As authorized by
the FTA, such Grantee share (local funds) may include costs or expenses incurred or performance by
the Grantee prior to the Effective Date.
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iii. Reimbursement of Subrecipient Costs
The State shall reimburse the Subrecipient's allowable costs, not exceeding the maximum total
amount described in Exhibit A and §7. The State shall reimburse the Subrecipient for the federal
share of properly documented allowable costs related to the Work after review and approval thereof,
subject to the provisions of this Agreement and Exhibit A. However, any costs incurred by the
Subrecipient prior to the Effective Date shall not be reimbursed absent specific allowance of
preaward costs and indication that the Federal Award funding is retroactive. Allowable costs shall
be:
CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 1S-HTD-ZL-00060
DUNS #: 075757955
a) Reasonable and Necessary
Reasonable and necessary to accomplish the Work and for the Goods and
Services provided.
b) Net Cost
Actual net cost to the Subrecipient (i.e. the price paid minus any items of
value received by the Subrecipient that reduce the cost actually incurred).
iv. Available Funds -Contingency -Termination
The State is prohibited by law from making fiscal commitments beyond the term of the State's
current fiscal year. Therefore, Grantee's compensation is contingent upon the continuing availability
of State appropriations as provided in the Colorado Special Provisions, set forth below. If federal
funds are used with this Grant in whole or in part, the State's performance hereunder is contingent
upon the continuing availability of such funds. Payments pursuant to this Grant shall be made only
from available funds encumbered for this Grant and the State's liability for such payments shall be
limited to the amount remaining of such encumbered funds. If State or federal funds are not
appropriated, or otherwise become unavailable to fund this Grant. the State may immediately
terminate this Grant in whole or in part without further liability in accordance with the provisions
herein.
v. Invoicing
Any advance payment allowed under this Grant shall comply with State Fiscal Rules and be made in
accordance with the provisions of this Grant. Grantee shall initiate any payment requests by
submitting invoices to the State in the form and manner set forth and approved by the State.
vi. Interest
The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced
represents performance by Grantee previously accepted by the State. Uncontested amounts not paid
by the State within 45 days may. if Grantee so requests, bear interest on the unpaid balance
beginning on the 46th day at a rate not to exceed one percent per month until paid in full; provided,
however. that interest shall not accrue on unpaid amounts that are subject to a good faith dispute.
Grantee shall invoice the State separately for accrued interest on delinquent amounts. The billing
shall reference the delinquent payment. the number of day's interest to be paid and the interest rate.
vii. Closeout
The Subrecipient shall close out this Grant within 90 days after the End Date. Grant close out entails
submission to the State by the Subrecipient of all documentation defined as a Deliverable in this
Agreement, and Subrecipient's final reimbursement request. The State shall withhold 5% of the
allowable costs until all final project documentation has been submitted and accepted by State as
substantially complete. If the project has not been closed by [Federal awarding agency] within I
year and 90 days after the End Date due to Subrecipient's failure to submit required documentation
that the State has requested from the Subrecipient. then the Subrecipient may be prohibited from
applying for new Federal Awards through the State until such documentation has been submitted and
accepted.
viii. Erroneous Payments
The closeout of a federal award does not affect the right of [Federal Awarding Agency] or [PTE] to
disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance
recovery is to be made within the record retention period.
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CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00(60
DUNS #: 075757955
ix. Use of Funds
Grant Funds shall be used only for eligible costs identified herein and/or in the Budget. Grantee may
adjust budgeted expenditure amounts up to 10% between activities of said Budget without approval
of the State. Budget adjustments to activities exceeding 10% but less than 24.99% must be submitted
in advance of actual cost and receive written State approval, which approval may be transmitted
informally by email or such other means that does not rise to the level of an amendment to this
Grant. A budget revision of Exhibit A will be issued by the State with any such adjustment.
Adjustments in excess of 24.99% for any activity shall be authorized by the State in an amendment
to this Grant which may also require an amendment to Exhibit A. Budget adjustments shall not
increase the State's total consideration beyond the maximum amount shown herein without an
amendment to this Grant.
8. REPORTING - NOTIFICATION
Reports, Evaluations, and Reviews required under this §8 shall be in accordance with the procedures of and in
such form as prescribed by the State and in accordance with §19, if applicable.
A. Performance, Progress, Personnel, and Funds
Grantee shall submit a report to the State upon expiration or sooner termination of this Grant. containing an
Evaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder. In
addition, Grantee shall comply with all reporting requirements, if any, set forth in the Manual and/or
Exhibit D.
B. Litigation Reporting
Within 10 days after being served with any pleading in a legal action filed with a court or administrative
agency, related to this Grant or which may affect Grantee's ability to perform its obligations hereunder.
Grantee shall notify the State of such action and deliver copies of such pleadings to the State's principal
representative as identified herein. If the State's principal representative is not then serving. such notice and
copies shall be delivered to the Executive Director of CDOT.
C. Noncompliance
Grantee's failure to provide reports and notify the State in a timely manner in accordance with this §8 may
result in the delay of payment of funds and/or termination as provided under this Grant.
D. Subgrants
Copies of any and all subgrants entered into by Grantee to perform its obligations hereunder shall be
submitted to the State or its principal representative upon request by the State. Any and all subgrants
entered into by Grantee related to its performance hereunder shall comply with all applicable federal and
State laws and shall provide that such subgrants be governed by the laws of the State of Colorado.
Grantee is responsible for monitoring the work activities of Subgrantees.
9. GRANTEE RECORDS
Grantee shall make, keep, maintain and allow inspection and monitoring of the following records:
A. Maintenance
Grantee shall make, keep. maintain, and allow inspection and monitoring by the State of a complete file of
all records, documents. communications, notes and other written materials, electronic media files, and
communications, pertaining in any manner to the Work or the delivery of Services (including, but not
limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records (the Record
Retention Period) for a period of three years following the date of submission to the State of the final
expenditure report, or if this Grant is renewed quarterly or annually. from the date of the submission of
each quarterly or annual report. respectively. If any litigation, claim, or audit related to the Grant starts
before expiration of the Record Retention Period, the Record Retention Period shall extend until all
litigation, claims, or audit findings have been resolved and final action taken by the State or Federal
Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect
costs, and the State may notify Grantee in writing that the Record Retention Period shall be extended. For
records for real property and equipment, the Record Retention Period shall extend three years following
final disposition of such property.
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B. Inspection
Grantee shall permit the State, the federal government and any other duly authorized agent of a
governmental agency to audit, inspect, examine, excerpt. copy and/or transcribe Grantee's records related to
this Grant during the Record Retention Period for a period of three years following termination of this
Grant or final payment hereunder, whichever is later, to assure compliance with the terms hereof or to
evaluate Grantee's performance hereunder. The State reserves the right to inspect the Work at all reasonable
times and places during the term of this Grant. including any extension. If the Work fails to conform to the
requirements of this Grant, the State may require Grantee promptly to bring the Work into conformity with
Grant requirements, at Grantee's sole expense. If the Work cannot be brought into conformance by re -
performance or other corrective measures. the State may require Grantee to take necessary action to ensure
that future performance conforms to Grant requirements and exercise the remedies available under this
Grant, at law or in equity in lieu of or in conjunction with such corrective measures.
C. Monitoring
Grantee shall permit the State, the federal government, and other governmental agencies having
jurisdiction, in their sole discretion, to monitor all activities conducted by Grantee pursuant to the terms of
this Grant using any reasonable procedure, including, but not limited to: internal evaluation procedures,
examination of program data, special analyses, on -site checking, formal audit examinations, or any other
procedures. All monitoring controlled by the State shall be performed in a manner that shall not unduly
interfere with Grantee's performance hereunder.
D. Final Audit Report
If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this
Grant, Grantee shall submit a copy of the final audit report to the State or its principal representative at the
address specified herein.
CDOT — Division of Transportation Development
SAP PO #: -491(O1530
SRI #: I8-HTD-ZL-00050
DUNS #: 075757955
10. CONFIDENTIAL INFORMATION -STATE RECORDS
Grantee shall comply with the provisions of this §10 if it becomes privy to confidential information in
connection with its performance hereunder. Confidential information, includes, but is not necessarily limited to,
any State records, personnel records, and information concerning individuals. Such information shall not
include information required to be disclosed pursuant to the Colorado Open Records Act, CRS §24-72-101 et
seq.
A. Confidentiality
Grantee shall keep all State records and information confidential at all times and to comply with all laws
and regulations concerning confidentiality of information. Any request or demand by a third party for State
records and information in the possession of Grantee shall be immediately forwarded to the State's
principal representative.
B. Notification
Grantee shall notify its agent, employees, Subgrantees, and assigns who may come into contact with State
records and confidential information that each is subject to the confidentiality requirements set forth herein,
and shall provide each with a written explanation of such requirements before they are permitted to access
such records and information.
C. Use, Security, and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee
or its agents in any way, except as authorized by this Grant or approved in writing by the State. Grantee
shall provide and maintain a secure environment that ensures confidentiality of all State records and other
confidential information wherever located. Confidential information shall not be retained in any files or
otherwise by Grantee or its agents, except as permitted in this Grant or approved in writing by the State.
D. Disclosure -Liability
Disclosure of State records or other confidential information by Grantee for any reason may be cause for
legal action by third parties against Grantee. the State or their respective agents. To the extent permitted by
law, the Grantee shall indemnify, save, and hold harmless the State. its employees and agents, against any
and all claims, damages, liability and court awards including costs. expenses, and attorney fees and related
costs, incurred as a result of any act or omission by Grantee, or its employees, agents. Subgrantees. or
assignees pursuant to this §10.
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11. CONFLICTS OF INTEREST
Subrecipient shall not engage in any business or personal activities or practices or maintain any relationships
that conflict in any way with the full performance of Subrecipient's obligations hereunder. Such a conflict of
interest would arise when a Subrecipient's employee, officer or agent, or any member of his or her immediate
family, his or her partner. or an organization which employs or is about to employ any of the parties indicated
herein, has a financial or other interest in or receives a tangible personal benefit from Subrecipient's receipt of
the Federal Award and/or entry into this Grant Agreement. Officers, employees and agents of the Subrecipient
may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to
subcontracts.
CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
Subrecipient acknowledges that with respect to this Grant Agreement. even the appearance of a conflict of
interest is harmful to the State's interests. Absent the State's prior written approval, Subrecipient shall refrain
from any practices, activities or relationships that reasonably appear to be in conflict with the full performance
of Subrecipient's obligations to the State hereunder. If a conflict or the appearance of a conflict exists, or if
Subrecipient is uncertain whether a conflict or the appearance of a conflict of interest exists, Subrecipient shall
submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure
to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict
constitutes a breach of this Grant Agreement.
12. REPRESENTATIONS AND WARRANTIES
Grantee makes the following specific representations and warranties, each of which was relied on by the State
in entering into this Grant.
A. Standard and Manner of Performance
Grantee shall perform its obligations hereunder in accordance with the highest standards of care, skill and
diligence in the industry. trades or profession and in the sequence and manner set forth in this Grant.
B. Legal Authority — Grantee and Grantee's Signatory
Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions
required by its procedures, by-laws. and/or applicable laws to exercise that authority, and to lawfully
authorize its undersigned signatory to execute this Grant, or any part thereof, and to bind Grantee to its
terms. If requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter
into this Grant within 15 days of receiving such request.
C. Licenses, Permits, Etc.
Grantee represents and warrants that as of the Effective Date it has. and that at all times during the term
hereof it shall have. at its sole expense. all licenses, certifications, approvals, insurance, permits, and other
authorization required by law to perform its obligations hereunder. Grantee warrants that it shall maintain
all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to
properly perform this Grant, without reimbursement by the State or other adjustment in Grant Funds.
Additionally. all employees and agents of Grantee performing Services under this Grant shall hold all
required licenses or certifications, if any, to perform their responsibilities. Grantee, if a foreign corporation
or other foreign entity transacting business in the State of Colorado, further warrants that it currently has
obtained and shall maintain any applicable certificate of authority to transact business in the State of
Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation,
withdrawal or non -renewal of licenses, certifications, approvals, insurance, permits or any such similar
requirements necessary for Grantee to properly perform the terms of this Grant shall be deemed to be a
material breach by Grantee and constitute grounds for termination of this Grant.
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13. INSURANCE
Grantee and its Subgrantees shall obtain and maintain insurance as specified in this section at all times during
the term of this Grant: All policies evidencing the insurance coverage required hereunder shall be issued by
insurance companies satisfactory to Grantee and the State.
A. Grantee
i. Public Entities
If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS
§24-10-101. et seq., as amended (the "GIN.), then Grantee shall maintain at all times during the term
of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet
its liabilities under the GIA. Grantee shall show proof of such insurance satisfactory to the State, if
requested by the State. Grantee shall require each Grant with Subgrantees that are public entities,
providing Goods or Services hereunder, to include the insurance requirements necessary to meet
Subgrantee's liabilities under the GIA.
ii. Non -Public Entities
If Grantee is not a "public entity" within the meaning of the GIA, Grantee shall obtain and maintain
during the term of this Grant insurance coverage and policies meeting the same requirements set forth
in §13(B1 with respect to Subgrantees that are not "public entities".
B. Grantee and Subgrantees
Grantee shall require each Grant with Subgrantees, other than those that are public entities, providing
Goods or Services in connection with this Grant, to include insurance requirements substantially similar to
the following:
i. Worker's Compensation
Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance
covering all of Grantee and Subgrantee employees acting within the course and scope of their
employment.
ii. General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 Ol 10/93 or
equivalent. covering premises operations, tire damage, independent contractors, products and
completed operations. blanket contractual liability, personal injury, and advertising liability with
minimum limits as follows: (a) $l,000,(XX) each occurrence; (b) $1,000,000 general aggregate; (el
$1,000,000 products and completed operations aggregate; and (d) $50,000 any one fire.
iii. Automobile Liability
If Grantee or Subgrantee is using a vehicle to perform the Work described in Exhibit A. automobile
Liability Insurance is required covering any auto (including owned, hired and non -owned autos) with a
minimum limit of $1,000,000 each accident combined single limit.
CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: l8-HTD-ZL-00060
DUNS #: 075757955
iv. Additional Insured
Grantee and the State shall be named as additional insured on the Commercial General Liability
Insurance policy (leases and construction Grants require additional insured coverage for completed
operations on endorsements CG 2010 11/85. CG 2037, or equivalent).
v. Primacy of Coverage
Coverage required of Grantee and Subgrantees shall be primary over any insurance or self-insurance
program carried by Grantee or the State.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non -renewal without
at least 45 days prior notice to the Grantee and Grantee shall forward such notice to the State in
accordance with §16 (Notices and Representatives) within seven days of Grantee's receipt of such
notice.
vii. Subrogation Waiver
All insurance policies in any way related to this Grant and secured and maintained by Grantee or its
Subgrantees as required herein shall include clauses stating that each carrier shall waive all rights of
recovery, under subrogation or otherwise, against Grantee or the State. its agencies. institutions.
organizations. officers, agents, employees, and volunteers.
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CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00(X0
C. Certificates
DUNS #: 075757955
Grantee and all Subgrantees shall provide certificates showing insurance coverage required hereunder to
the State within seven business days of the Effective Date of this Grant. No tater than 15 days prior to the
expiration date of any such coverage, Grantee and each Subgrantee shall deliver to the State or Grantee
certificates of insurance evidencing renewals thereof. In addition, upon request by the State at any other
time during the term of this Grant or any subgrant, Grantee and each Subgrantee shall, within 10 days of
such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this
§13.
14. BREACH
A. Defined
In addition to any breaches specified in other sections of this Grant, the failure of either Party to perform
any of its material obligations hereunder, in whole or in part or in a timely or satisfactory manner.
constitutes a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or
similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of
its property. which is not vacated or fully stayed within 20 days after the institution or occurrence thereof,
shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in §16. If such breach is not cured within 30 days of receipt of written notice, or if a
cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued
with due diligence, the State may exercise any of the remedies set forth in §15. Notwithstanding anything
to the contrary herein, the State. in its sole discretion, need not provide advance notice or a cure period and
may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety
or to prevent immediate public crisis.
15. REMEDIES
If Grantee is in breach under any provision of this Grant, the State shall have all of the remedies listed in this
§ 15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period
set forth in §14(B), provided however. that the State may terminate this Grant pursuant to §15(B) without a
breach. The State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or
consecutively.
A. Termination for Cause and/or Breach
If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its
completion in accordance with the provisions of this Grant and in a timely manner, the State may notify
Grantee of such non-performance in accordance with the provisions herein. If Grantee thereafter fails to
promptly cure such non-performance within the cure period, the State. at its option, may terminate this
entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform.
Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. Grantee shall
continue performance of this Grant to the extent not terminated, if any.
i. Obligations and Rights
To the extent specified in any termination notice, Grantee shall not incur further obligations or render
further performance hereunder past the effective date of such notice, and shall terminate outstanding
orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State all
Work, Services and Goods not cancelled by the termination notice and may incur obligations as are
necessary to do so within this Grant's terms. At the sole discretion of the State. Grantee shall assign to
the State all of Grantee's right, title. and interest under such terminated orders or subgrants. Upon
termination. Grantee shall take timely, reasonable and necessary action to protect and preserve
property in the possession of Grantee in which the State has an interest. All materials owned by the
State in the possession of Grantee shall be immediately returned to the State. All Work Product, at the
option of the State, shall be delivered by Grantee to the State and shall become the State's property.
ii. Payments
The State shall reimburse Grantee only for accepted performance up to the date of termination. If, after
termination by the State, it is determined that Grantee was not in breach or that Grantee's action or
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CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-(X)060
DUNS #: 075757955
inaction was excusable, such termination shall be treated as a termination in the public interest and the
rights and obligations of the Parties shall be the same as if this Grant had been terminated in the public
interest, as described herein.
iii. Damages and Withholding
Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State
for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the
State may withhold any payment to Grantee for the purpose of mitigating the State's damages, until
such time as the exact amount of damages due to the State from Grantee is determined. The State may
withhold any amount that may be due to Grantee as the State deems necessary to protect the State.
including loss as a result of outstanding liens or claims of former lien holders, or to reimburse the State
for the excess costs incurred in procuring similar goods or services. Grantee shall be liable for excess
costs incurred by the State in procuring from third parties replacement Work, Services or substitute
Goods as cover.
B. Early Termination in the Public Interest
The State is entering into this Grant for the purpose of carrying out the public policy of the State of
Colorado, as determined by its Governor, General Assembly. and/or courts. If this Grant ceases to further
the public policy of the State, the State, in its sole discretion, may terminate this Grant in whole or in part.
Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This
subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee, which
shall be governed by §15(A) or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify Grantee of such termination in accordance with §16. The notice shall specify the
effective date of the termination and whether it affects all or a portion of this Grant.
ii. Obligations and Rights
Upon receipt of a termination notice, Grantee shall be subject to and comply with the same obligations
and rights set forth in §15(A)(i).
iii. Payments
If this Grant is terminated by the State pursuant to this §15(B), Grantee shall be paid an amount which
bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily
performed bear to the total Services covered by this Grant, less payments previously made.
Additionally, if this Grant is less than 60% completed, the State may reimburse Grantee for a portion
of actual out-of-pocket expenses not otherwise reimbursed under this Grant) incurred by Grantee
which are directly attributable to the uncompleted portion of Grantee's obligations hereunder; provided
that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee
hereunder.
C. Remedies Not Involving Termination
The State, in its sole discretion, may exercise one or more of the following remedies in addition to other
remedies available to it:
Suspend Performance
Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary
corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or
performance schedule. Grantee shall promptly cease performance and incurring costs in accordance
with the State's directive and the State shall not be liable for costs incurred by Grantee after the
suspension of performance under this provision.
ii. Withhold Payment
Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and
completed.
iii. Deny Payment
Deny payment for those obligations not performed. that due to Grantee's actions or inactions, cannot
be performed or, if performed. would be of no value to the State: provided, that any denial of payment
shall be reasonably related to the value to the State of the obligations not performed.
iv. Removal
Demand removal of any of Grantee's employees, agents. or Subgrantees whom the State deems
incompetent. careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued
relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest.
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v. Intellectual Property
If Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property right
while performing its obligations under this Grant. Grantee shall, at the State's option (a) obtain for the
State or Grantee the right to use such products and services: (b) replace any Goods, Services, or other
product involved with non -infringing products or modify them so that they become non -infringing: or,
(c) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods.
Services, or products and refund the price paid therefore to the State.
CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
16. NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party. All notices required to
be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such
Party's principal representative at the address set forth below. In addition to. but not in lieu of a hard -copy
notice, notice also may be sent by e-mail to the e-mail addresses. if any, set forth below. Either Party may from
time to time designate by written notice substitute addresses or persons to whom such notices shall be sent.
Unless otherwise provided herein, all notices shall be effective upon receipt.
A. State:
Betsy Jacobsen
Division of Transportation Development
4201 E. Arkansas Ave.
Denver, CO 80222
303-757-9982
betsy.jacobsen@state.co.us
B. Grantee:
Elizabeth Relford
WELD COUNTY GOVERNMENT
PO BOX 758
GREELEY. CO. 80632
970-400-3748
erelford@co.weld.co.us
17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE
Grantee agrees to provide to FHWA and the State a royalty -free, non-exclusive and irrevocable license to
reproduce publish or otherwise use and to authorize others to use the Work Product described herein, for the
federal government and State purposes. All Work Product shall be delivered to the State by Grantee upon
completion or termination hereof.
18. GOVERNMENTAL IMMUNITY
Notwithstanding any other provision to the contrary. nothing herein shall constitute a waiver, express or
implied, of any of the immunities, rights. benefits, protection, or other provisions of the GIA, CRS §24-10-101,
et seq., as amended. Liability for claims for injuries to persons or property arising from the negligence of the
State of Colorado, its departments. institutions, agencies, boards, officials, and employees is controlled and
limited by the provisions of the GIA and the risk management statutes. CRS §24-30-1501. et seq.. as amended.
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Grantee under this Grant is $100,000 or greater. either on the Effective Date
or at anytime thereafter, this §19 applies.
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CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
Grantee agrees to be governed, and to abide, by the provisions of CRS §24-102-205. §24-102-206, §24-103-
601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state Grants and
inclusion of Grant performance information in a statewide Contract Management System.
Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and conditions
of this Grant, State law, including CRS §24-103.5-101, and State Fiscal Rules, Policies and Guidance.
Evaluation and Review of Grantee's performance shall be part of the normal Grant administration process and
Grantee's performance will be systematically recorded in the statewide Contract Management System. Areas of
Evaluation and Review shall include, but shall not be limited to quality, cost and timeliness. Collection of
information relevant to the performance of Grantee's obligations under this Grant shall be determined by the
specific requirements of such obligations and shall include factors tailored to match the requirements of
Grantee's obligations. Such performance information shall be entered into the statewide Contract Management
System at intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30
days of the end of the Grant term. Grantee shall be notified following each performance Evaluation and Review.
and shall address or correct any identified problem in a timely manner and maintain work progress.
Should the final performance Evaluation and Review determine that Grantee demonstrated a gross failure to
meet the performance measures established hereunder, the Executive Director of the Colorado Department of
Personnel and Administration (Executive Director'), upon request by CDOT and showing of good cause, may
debar Grantee and prohibit Grantee from bidding on future Grants. Grantee may contest the final Evaluation.
Review and Rating by: (a) filing rebuttal statements, which may result in either removal or correction of the
evaluation (CRS §24-105-102(6)), or (b) under CRS §24-105-102(6). exercising the debarment protest and
appeal rights provided in CRS §§24-109-106, 107. 201 or 202. which may result in the reversal of the
debarment and reinstatement of Grantee, by the Executive Director, upon a showing of good cause.
20. GENERAL PROVISIONS
A. Assignment and Subgrants
Grantee's rights and obligations hereunder are personal and may not be transferred. assigned or subgranted
without the prior, written consent of the State. Any attempt at assignment, transfer, or subgranting without
such consent shall be void. All assignments. subgrants. or Subgrantees approved by Grantee or the State are
subject to all of the provisions hereof. Grantee shall be solely responsible for all aspects of subgranting
arrangements and performance.
B. Binding Effect
Except as otherwise provided in §20(A). all provisions herein contained. including the benefits and
burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors,
and assigns.
C. Captions
The captions and headings in this Grant are for convenience of reference only. and shall not be used to
interpret, define, or limit its provisions.
D. Counterparts
This Grant may be executed in multiple identical original counterparts. all of which shall constitute one
agreement.
E. Entire Understanding
This Grant represents the complete integration of all understandings between the Parties and all prior
representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions.
deletions, or other changes hereto shall not have any force or effect whatsoever, unless embodied herein.
F. Indemnification -General
Grantee shall indemnify, save, and hold harmless the State. its employees and agents. against any and all
claims, damages, liability and court awards including costs. expenses, and attorney fees and related costs,
incurred as a result of any act or omission by Grantee. or its employees, agents. Subgrantees, or assignees
pursuant to the terms of this Grant: however, the provisions hereof shall not he construed or interpreted as a
waiver, express or implied, of any of the immunities. rights, benefits, protection, or other provisions, of the
GIA. or the Federal Tort Claims Act. 28 USC 2671 et .seq., as applicable, as now or hereafter amended.
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G. Jurisdiction and Venue
All suits, actions, or proceedings related to this Grant shall be held in the State of Colorado and exclusive
venue shall be in the City and County of Denver.
H. Modification
i. By the Parties:
Except as specifically provided in this Grant, modifications of this Grant shall not be effective unless
agreed to in writing by the Parties in an amendment to this Grant, properly executed and approved in
accordance with applicable Colorado State law. State Fiscal Rules, and Office of the State Controller
Policies. including. but not limited to. the policy entitled MODIFICATIONS OF CONTRACTS -
TOOLS AND FORMS.
ii. By Operation of Law
This Grant is subject to such modifications as may be required by changes in federal or Colorado State
law, or their implementing regulations. Any such required modification automatically shall be
incorporated into and be part of this Grant on the effective date of such change. as if fully set forth
herein.
Order of Precedence
The provisions of this Grant shall govern the relationship of the Parties. In the event of conflicts or
inconsistencies between this Grant and its exhibits and attachments including, but not limited to, those
provided by Grantee, such conflicts or inconsistencies shall be resolved by reference to the documents in
the following order of priority:
i. Exhibit G (Supplemental Federal Provisions for Federally Funded Contracts, Grants, and Purchase
Orders - FFATA),
ii. Exhibit H (Supplimental Federal Provisions for Federal Awards)
iii. Federal laws and regulations,
iv. Colorado Special Provisions.
v. The provisions of the main body of this Grant,
vi. Exhibit C (Payments and Billing),
vii. Exhibit A (Scope of Work and Budget). and
viii. Additional Exhibits in the order as they appear.
CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
J. Severability
Provided this Grant can be executed and performance of the obligations of the Parties accomplished within
its intent, the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof.
K. Survival of Certain Grant Terms
Notwithstanding anything herein to the contrary, provisions of this Grant requiring continued performance.
compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by
the State if Grantee fails to perform or comply as required.
L. Taxes
The State is exempt from all federal excise taxes under [RC Chapter 32 (No. 84-730123K) and from all
State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions
apply when materials are purchased or services rendered to benefit the State; provided however, that certain
political subdivisions (e.g.. City of Denver) may require payment of sales or use taxes even though the
product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State
is prohibited from paying for or reimbursing Grantee for them.
NI. Third Party Beneficiaries
Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties. and
not to any third party. Any services or benefits which third parties receive as a result of this Grant are
incidental to the Grant, and do not create any rights for such third parties.
N. Waiver
Waiver of any breach of a term, provision, or requirement of this Grant, or any right or remedy hereunder,
whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any
subsequent breach of such term, provision or requirement, or of any other term. provision, or requirement.
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O. CORA Disclosure
To the extent not prohibited by federal law, this Grant and the performance measures and standards under
CRS §24-103.5-101, if any, are subject to public release through the Colorado Open Records Act, CRS
§24-72-101, etseq.
CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
21. COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all Grants except where noted in italics.
A. CONTROLLER'S APPROVAL. CRS §24-30-202 (1)
This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or
designee.
B. FUND AVAILABILITY. CRS §24-30-202(5.5)
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated. budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY
No term or condition of this Grant shall be construed or interpreted as a waiver, express or implied, of any
of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental
Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§ 1346(b) and 2671 et
seq., as applicable now or hereafter amended.
D. INDEPENDENT CONTRACTOR
Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State.
Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation
benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or
any of its agents or employees. Unemployment insurance benefits will be available to Grantee and its
employees and agents only if such coverage is made available by Grantee or a third party. Grantee shall pay
when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this
Grant. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability
or understanding, except as expressly set forth herein. Grantee shall (a) provide and keep in force workers'
compensation and unemployment compensation insurance in the amounts required by law, (b) provide
proof thereof when requested by the State. and (c) be solely responsible for its acts and those of its
employees and agents.
E. COMPLIANCE WITH LAW
Grantee shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or
hereafter established, including. without limitation, laws applicable to discrimination and unfair
employment practices.
F. CHOICE OF LAW
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this grant. Any provision included or incorporated herein by reference which
conflicts with said taws, rules, and regulations shall be null and void. Any provision incorporated herein by
reference which purports to negate this or any other Special Provision in whole or in part shall not be valid
or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any
provision rendered null and void by the operation of this provision shall not invalidate the remainder of this
Grant. to the extent capable of execution.
G. BINDING ARBITRATION PROHIBITED
The State of Colorado does not agree to binding arbitration by any extra -judicial body or person. Any
provision to the contrary in this Grant or incorporated herein by reference shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00
State or other public funds payable under this Grant shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing
restrictions. Grantee hereby certifies and warrants that. during the term of this Grant and any extensions,
Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of
public funds. If the State determines that Grantee is in violation of this provision, the State may exercise
any remedy available at law or in equity or under this Grant. including, without limitation, immediate
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SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
termination of this Grant and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and
24-50-507
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Grant. Grantee has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of
Grantee's services and Grantee shall not employ any person having such known interests.
J. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4
[Not applicable to intergovernmental agreements]
Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor
offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support
arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et
seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education: (d)
amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing
to the State as a result of final agency determination or judicial action.
K. PUBLIC GRANTS FOR SERVICES. CRS §8-17.5-101
[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory
services or fund management services, sponsored projects, intergovernmental agreements, or
information technology services or products and services]
Grantee certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien
who will perform work under this Grant and will confirm the employment eligibility of all employees who
are newly hired for employment in the United States to perform work under this Grant, through
participation in the E -Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c),
Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant or
enter into a grant with a Subgrantee that fails to certify to Grantee that the Subgrantee shall not knowingly
employ or contract with an illegal alien to perform work under this Grant. Grantee (a) shall not use E -
Verify Program or State program procedures to undertake pre -employment screening of job applicants
while this Grant is being performed, (b) shall notify the Subgrantee and the granting State agency within
three days if Grantee has actual knowledge that a Subgrantee is employing or contracting with an illegal
alien for work under this Grant, (c) shall terminate the subgrant if a Subgrantee does not stop employing or
contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with
reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by
the Colorado Department of Labor and Employment. If Grantee participates in the State program, Grantee
shall deliver to the granting State agency, Institution of Higher Education or political subdivision, a written,
notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and
shall comply with all of the other requirements of the State program. If Grantee fails to comply with any
requirement of this provision or CRS §8-17.5-101 et seq.. the granting State agency, institution of higher
education or political subdivision may terminate this Grant for breach and, if so terminated, Grantee shall
be liable for damages.
L. PUBLIC GRANTS WITH NATURAL PERSONS. CRS §24-76.5-101
Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of
perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal
law. (b) shall comply with the provisions of CRS §24-76.5-101 et seq.. and (c) has produced one form of
identification required by CRS §24-76.5-103 prior to the effective date of this Grant.
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Date: 9/6/2017
22. SIGNATURE PAGE
CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
THE PARTIES HERETO HAVE EXECUTED THIS GRANT
* Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and
acknowledge that the State is relying on their representations to that effect.
GRANTEE
WELD COUNTY GOVERNMENT
By: Julie A. Cozad
Print Name of Authorized Individual
Title:Chair, County Commissioners
Print Title of Authorizedltdividual
STATE OF COLORADO
John W. Hickenlooper, Governor
Colorado Department of Transportation
n P. Bhatt— Execufaye Director
By:
Sianitory avers to the State Controller or delegate that. except as
specified herein, Grantee has not begun performance or that a
Statutory Violation waiver has been requested under Fiscal Rules
Date:
q2//2611
2nd Grantee Signature if Needed
By:
Print Name of Authorized Individual
Title:
Print Title of Authorized Individual
gnature
Date:
ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State grants. This Grant is not valid until signed and
dated below by the State Controller or delegate. Grantee is not authorized to begin performance until such time. If
Grantee begins performing prior thereto, the State of Colorado is not obligated to pay Grantee for such performance
or for any goods and/or services provided hereunder.
�e..rtment of Transportation
9/a-4//
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23. EXHIBIT A - SCOPE OF WORK AND BUDGET
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CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
Project Title:
(Use the same title as in your CMAQ
application.) Project Number 22102
DUNS #. 075757955
FY 2017 UFR Weld County Natural Gas Vehicle (NGV) Fleets
Contact Information:
Elizabeth Relford
Agency Name
Weld County Government
Agency Address (include city, state, zip)
PO Box 758, Greeley, CO 80632-0758
Program Manager Phone Number
(970) 400-3748
Program Manager E-mail
erelford@co.weld.co.us
Program Manager Fax Number
(970) 304-6497
Program Overview Summary:
Weld County's Smart Energy Plan promotes the use of natural gas vehicles
as an alternative transportation fuel. Natural gas vehicles are an important
component in supporting natural gas infrastructure. By the UFR local
governments converting their fleets to natural gas, they promote the effort
to reduce our dependency on foreign oil and utilitze a natural resource found
with our own county. The project consists of purchasing natural gas
vehicles. Due to EPA certification requirements for CNG vehicles, these
vehicles must be new (within the last two years) and will be bid in
accordance with these federal certification requirements.
There are 11 CNG vehicles and two LNG conversions to be purchased in
compliance with the FHWA definition of dominant transportation
component for the purposes of this contract. They include the following:
• Two LNG conversion kits for heavy-duty trucks;
• Seven 3/4 -ton CNG pick-up trucks;
• Three 1/2 -ton CNG pick-up trucks;
• One heavy-duty CNG truck
On behalf of the UFR, Weld County is contracting these vehicles for the
Town of Gilcrest, the City of Fort Lupton, and Weld County. In accordance
with FHWA standards, the scope of work includes each agency's definition
of dominant transportation component for their NGVs and how they will be
used in their communities.
Gilcrest is asking for one 3/4 -ton CNG truck for the Gilcrest Public Works
Department to replace a 1990 gasoline -powered truck with approximately
200,(X10 miles. The new truck will be utilized year-round due to its multi-
purpose capabilities including, but not limited to snow plowing, road
sanding and salting, road surface maintenance, weed control, and road right-
of-way maintenance.
Fort Lupton is asking for two 3/4 -ton CNG trucks and one CNG heavy-
duty truck to replace 1999-2003 model -year vehicles with over 88,0(X)
miles each. These vehicles will be used by the Public Works Department
year-round due to their multi -purpose capabilities including, but not limited
to snow plowing, road sanding and salting. road surface maintenance, weed
control, city road right-of-way maintenance, and, for the medium -duty
trucks, if requested, to ensure public safety to the traveling public is
maintained. as an emergency responder to assist in scene management, as
needed.
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CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
Program Overview Details:
Weld County is asking for two conversion kits for coverting new heavy-
duty trucks to LNG and seven CNG pick-up trucks, all of which will be
used by the Public Works Department for multiple purposes including, but
not limited to snow plowing, road sanding and salting, road surface
maintenance, weed control, county road right-of-way maintenance, and if
requested, to ensure public safety is maintained to the traveling public as an
emergency responder to assist in scene management, as needed.
Who is your key target audience?
Fleet vehicles in the Upper Front Range Transportation Planning Region
Where will your project take place?
What is the general time -frame of your
project? (i.e. during the school year: on-
going throughout the year, etc.)
What are the key tasks of your project?
Upper Front Range Transportation Planning Region
FY 17
Task 1: Weld County Fleet Natural Gas Vehicles
FY17 Funding to purchase CNG vehicles operating on
natural gas fuel as part of a vehicle replacement program.
Task 2: Report to CDOT
The CMAQ reporter/CDOT will be provided a final
accomplishment report of the vehicle purchases performed
under this contract for the completed fiscal year.
Evaluation
How will you evaluate the effectiveness of
your program?
Partnerships
Please list any organization that is a
pertinent partner with you in this project.
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The effectiveness of the vehicle conversions will be determined
by the amount of natural gas fuel consumed and number of
vehicle miles driven annually. The short and long-term air
quality benefits were calculated for this project by Felsburg,
Holt and Ullevig. The anticipated emissions reductions for the
NGVs in both NOx and VOCs are 903.1 KG annually.
Weld County local governments and Weld County Upper Front Range TPR
members.
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CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
UUNS #: 075757955
Budget Overview
Costs
Total Project Cost
$606,353
CMAQ Federal Funds
$502,000
Agency Local Match (include overmatch)
$104,353
Match Percentage of overall project
17.21%
Budget Details
(Provide a general description and an amount of the expenses you expect to charge to this CMAQ
program)
Salaries (list each position, hourly rate and total anticipated hours)
N/A
Media (do not list specific media outlets, but provide general description such as "multimedia
campaign" or "fall newspaper campaign". etc.)
N/A
Incentives/Prizes
N/A
Equipment
$606,353
Production (printing, web development, mailings, etc.)
N/A
Consultants (list any subcontractors by function rather than name)
N/A
Description
(list the main tasks and identify the months you'll be working on them.)
1 This is an equipment purchase. The steps include, go to bid, purchase equipment, and close out
project.
2 Provide requested information for CMAQ Reporter.
SCHEDULE
Task
Month
Month
Task 1:
Bid/Purchase
Vehicles
O
Task 2:
Reporting
Please list any issues regarding your timeframe that may he
affected by season, budgeting. etc. i.e. the project w II he
implemented in conjunction with a local convention: or. the
project will be implemented during the school year. etc.)
CNG veh cle purchases are very time sensitive due to EPA certifications on certain engines
as well as when the factory window closes on he production of vehicle types annually. This
results in new vehicle certifications being needed for new year vehicles. These certifications
can delay projects anywhere from 3-9 months.
*Month "I" begins the month you receive your signed contract and letter to proceed from CDOT.
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CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
24. EXHIBIT B - SUPPLEMENTAL REQUIREMENTS FOR EXHIBIT A DUNS #: 075757955
A. Work
Per 23 CFR 420.111, GRANTEE shall complete the Work and other obligations as described herein and
Exhibit A. Work performed prior to the Effective Date or after the Termination date shall not be
considered part of the Work. GRANTEE shall take all reasonable steps to carry out alla ctivities desdribed
and identified in the Scope of Work. The Scope shall include an estimation of anticipated benefits from
each program submitted, a Budget, the activity purpose, objetives, major tasks, timeline of expected
completion, and an Evaluation process to determine the success of each activity stated in the Scope. In
addition, GRANTEE shall be responsible for:
1.) The initial design and implementation of its congestion mitigation and air quality program as
outlined in the current TIP;
2.) Monitoring and Evaluating the program effectiveness;
3.) The promotion of congestion mitigation and air quality program(s) by employers;
4.) Submittal of an annual report to CDOT; and,
5.) Submitting annual results to CDOT through the CMAQ Reporter.
B. Notice
GRANTEE shall not commence Work until the date specified by a written notice, which may be electronic,
and shall complete the Work within the period specified in the Grant unless the period or terms thereof are
extended according to this Grant.
C. Staff/Consultant Services
GRANTEE shall be responsible to select staff/consultant services in compliance with all applicable federal
procurement requirements including 23 CFR 172 and 2 CFR 200. Any Request for Proposal (RFP) used by
GRANTEE to secure consultant Services must be reviewed by CDOT before GRANTEE releases the RFP.
CDOT shall have 15 calendar days from the date of receiving the RFP in which to return comments.
Responses to CDOT's comments will be provided by GRANTEE within 15 calendar days of receipt of the
comments. GRANTEE shall notify CDOT in writing before executing any contract for consultant Services
which utilizes Grant funding.
D. Scope Amendment
GRANTEE shall amend Exhibit A in accordance with the terms of this Grant, when:
1.) Reallocating funds between budget line items in Exhibit A. as permitted pursuant to §7(C): and
2.) Adding or deleting activities listed in Exhibit A to reflect authorized budget line item reallocations
permitted pursuant to §7(C).
If any changes to Exhibit A (0 require an increase or decrease to the maximum amount of this Grant. ( ii)
change the term of the Grant, or 1 iii) exceed the 24.99% threshold in §7(C) for any activity, the Parties
must amend this Grant prior to such change being effective.
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25. EXHIBIT C - PAYMENTS AND BILLING
CDOT shall, in accordance with the provisions of §7, pay Grantee in the amounts and using the methods set
forth below:
1. Limited Availability of Funds
The amount of Federal Funds available to pay for the Work performed by Grantee in any one year is
limited to the amount of the unused portion of the allocated funds, made available through 23 §USC 104
0)43) and (t) as amended, and 49 USC 5303 as amended.
2. Additional Funds Use
CMAQ Federal Funds shall be used only to reimburse Grantee for eligible allowable costs incurred and
Grantee shall be solely responsible for all costs incurred that are either not allowable or which exceed the
funds available in the Grant as identified herein and/or in the Exhibit A.
3. Invoices
A complete invoice will include the applicable items in Exhibit F — Grantee Payment Checklist
01/19/2011.
4. Billing, Reimbursement, and Allowable Costs
A. Reimbursement
The Parties hereto exprssly recognize that the Grantee is to be paid, reimbursed, or otherwise
compensated with the funds provided to CDOT by the U.S. Department of Transportation for the
purpose of completing the Work and therefore, the Grantee expressly understands and agrees that all
its rights, demands, and claims to compensation arising under this Grant are contingent upon receipt of
such funds by CDOT.
B. Allowable Costs
CDOT shall not be obligated to use State funds under this Grant. CDOT"s use of Federal Fnds shall be
to reimburse Grantee for allowable costs incurred by Grantee, as defined in this Grant. Grantee shall be
solely responsible for all costs incurred which are not allowable or which exceed the funds available in
the Grant.
C. Allowable and Indirect Costs
Allowable and indirect costs may include but are not limited to those listed in 2 CFR 200. or State
Fiscal Rule 2-7: "Official Functions and Training Functions," whichever may apply. However, such
costs shall be limited to those costs determined by the CDOT as necessary to directly carry out the
Work for this Grant. In determining the amount of allowable costs, CDOT will exclude:
a) Any costs incurred by the Grantee before the execution of the Grant.
b) Any costs incurred by the Grantee that are not included in the Exhibit A.
c) Any cost incurred by the Grantee after the termination date of this Grant as amended.
d) Memberships, subscriptions, and professional activities, which do not meet the following
requirements:
(I). ). Costs of membership in civic and community. social organizations are allow -able as a
direct cost with the approval of the federal -awarding agency:
(2) Costs of subscriptions to business, professional, and technical periodicals:
(3). Costs of meetings, conferences, and conventions where the primary purpose is the
dissemination of technical information, including meals. transportation, rental of meeting
facilities, and other incidental costs: or
(4). Costs of memberships in business, technical, and professional organizations. However,
costs of membership in organizations substantially engaged in lobbying are not allowed
and thus unallowable.
e) Official Function Expenditures (as defined by Rule 2-7 of the Colorado State Fiscal Rules),
which do not qualify as a meeting, conference, meal or other function that is hosted by the MPO
or Grantee staff and attended by guests and/or other MPO or Grantee personnel, and held for
official MPO or Grantee business. Expenditures incurred fo rofficial functions shall be approved
bythe responsible MPO or Grantee official.
D. Disallow Costs
CDOT has the right to disallow any costs incurred by the Grantee, which are not consistent with this
Grant, or on any activity not in compliance with the authorized Work.
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E. Reimbursement Waiver
Grantee agrees that reimbursement of any cost under this Grant does not constitute a final CDOT
decision about the allowability of the costs and does not constitute a waiver of any violation by
Grantee of the terms of this Grant.
F. Certification
Upon submitting request for reimbursement, the designated representative of the Grantee has certified
that:
a)
bt
c)
d
G.
e)
The costs are allowable, and therefore reimburseable;
The expenditure amount for that time period is correct;
The agreed upon Work has been performed and/or Work Product has been produced:
All Requests for Proposals and/or Requests for Qualifications have been forwarded to CDOT
for review and comment; and
Reimbursements are being requested in accordance with the terms of this Grant.
Expenditures
Along with the form requesting reimbursement, the
Funds for Work. The information shall contain:
i. Budgetted amount;
ii.
Grantee shall include expenditures of Federal
Expenditures for current billing cycle and year-to-date:
Unexpended balance after current cycle:
iv. Percent expended year-to-date; and
v. Copies of Subcontractors invoices, if applicable based on agency tier.
H. Invoice
CDOT shall pay the Grantee's voucher for expenditures incurred in performance of Work, up to the
maximum amount described in §7, and elsewhere in this Grant, subject to conditions specified herein.
within 30 days of receipt.
I. Documentation
The Grantee shall include documentation of expenses of Federal Funds for CMAQ Work. Such
information shall include but not be limited to the items listed in this Exhibit and Exhibit F of this
Grant as proof of documentation. For purposes of this Grant, a copy of each required invoice shall be
forwarded to the Division of Transportation Development -Business Office, along with a notice to the
Program Manager that the invoice has been sent to the Division of Transportation Development -
Business Office c/o Business Manager at:
4291 E. Arkansas Ave., Shumate Building, Denver, CO 80222
Reimbursement Method and Time
Grantee shall request reimbursement from CDOT for the eligible allowable cost of CMAQ funds for
eligible Work, and other costs as described in section 8 of this Grant, incurred during the grant fiscal
year within the limits of this Grant in compliance with federal and State law and other applicable
regulations. Reimbursement requests shall be submitted by the Grantee to CDOT monthly. or
quarterly, and will be reimbursed based on the ratio between Local Funds and Federal Funds in
Exhibit A, which shall not exeed the totals in Section §7(A) of this Grant.
K. Tier Classification
The Grantee will provide documentation of claimed expenses with each reimbursement request as
appropriate for their assigned tier classification.
J.
CDOT — Division of Transportation Development
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26. EXHIBIT D - PROGRAM REPORTING - NOTIFICATION - MONITORING REQUIREMENTS
Reports, evaluations, and reviews required under Sections 8 and 9 and this Exhibit, shall be in accordance with
the procedures as prescribed by the CMAQ guidance and the State.
A. Annual Report — CMAQ Reporter
Grantee shall be responsible to coordinate with its MPO to submit an annual report using the '`CMAQ
Reporter", describing, in detail, the performance of the Work and the extent to which the use of alternative
modes of tranportation and/or improvement in air quality were increased during the contract period as a
result of the program. GRANTEE shall be responsible for tracking, gathering, maintaining, and reporting
of CMAQ nonattainment or maintenance area program activities by category, which will include emission
reduction estimates and activity costs.
B. Final Report
Within 30 days after the end of the Program period, GRANTEE will provide to CDOT a final
accomplishment report of the activities performed under this Contract for the completed fiscal year. It shall
include, but not be limited to:
1.) Final accompishments by activities; and
2.) Status of uncompleted products; and
3.) Accomplishment of performance measures: and
#.) Actual expenditures for the Program Period.
C. Reporting Guidance
Reporting made for the purpose of this Grant and its activities shall be done in accordance with 23 CFR
Part 420.1l7, 450 and 2 CFR 200. and any supporting sections or amendments. The provisions of this
paragraph do not constitute a waiver of legal and administrative appeals available to GRANTEE or the
State.
D. Monitoring
In accordance with 2 CFR 200 and other applicable standards, the State will monitor all the activities
conducted by GRANTEE pursuant to the terms of this Grant to assure that the Scope is being performed
consistent with supporting federal laws and regulations, as amended, to enable the preparation and
submission of appropriate reports that will contain at a minimum:
I.) Comparison of actual performance with established goals during the program and once the program
is complete;
2.) Progress in meeting schedules;
3.) Comparison of budgeted (approved) amounts and actual costs incurred:
4.) Cost variances to budget;
5.) Approved program revisions: and
6.) Other supporting data.
E. Performance, Progress, Personnel, and Funds
In responding to these requirements. CDOT will utilize the following steps and procedures to ensure that
assigned responsibilities are carried out:
1.> Monitoring Documents
CDOT will use the current Scope of Work, and supporting documents. in reviewing the progress
being made by GRANTEE to meet the commitments in this Contract. The Scope of Work must
include all activities, deliverables, and performance measures, and Budgets committed to by
GRANTEE.
2.) Monitoring Meetings
Meetings between CDOT and GRANTEE representatives will be conducted at CDOT's discretion
for the purpose of reviewing progress, resurce allocations, and billings.
3.) Progress and Financial Reports
CDOT will prepare and submit progress and financial reports to the appropriate federal agencies.
F. Noncompliance
Any Product that GRANTEE has committed to in the Scope of Work not produced and justification not
provided in a timely manner in accordance with §9, may result in the delay of payment of funds and/or
termination as provided under this Grant. Along with Section 8 of this Grant and in accordance with 2 CFR
200. the following steps will he implemented by CDOT:
I.1 CDOT representative will meet with GRANTEE representative to discuss performance.
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2.) The CDOT representative will report the progress to the Division of Transportation Development
Director.
3.) The Director will issue a decision as to whether performance is satisfactory or unsatisfactory. If
performance was determined to have been unsatisfactory, CDOT shall determine if a reduction in
allocation is appropriate. GRANTEE will be notified of any decisions made by CDOT.
G. Subgrants
Along with Section 8 of this Grant, Grantee is reponsible for monitoring the work activities of subgrantees.
H. Additional Requirements for Rights in Data, Documents, and Computer Software
Whenever possible, published material shall acknowledge the financial participation of CDOT and/or the
FHWA and other agencies contributing funding to the Work Product. Any published material
acknowledging the contribution of the FHWA shall include the federal disclaimer statement: "FUNDED
BY THE FHWA". Published materials include any non -internal documents, reports, maps, photographs,
computer software, or like materials that are intended to be viewed by those outside of CDOT, and Grantee.
Patents: In addition to the standard patent rights clauses of 37 CFR §401 et. al, and other applicable laws
and regulations, CDOT. Grantee, and either party's subrecipients are subject to the provisions of 37 CFR
part 401, governing patents and inventions whereby "The subgrantee or Grantee will retain all rights
provided for the State in this clause, and the State will not, as part of the consideration for awarding the
subgrant or contract, obtain rights in the Subgrantee's or Grantee 's subject inventions."
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27. EXHIBIT E - RECORDS (Additional Provisions)
GRANTEE shall make, keep, maintain and allow inspection and monitoring of the following records:
A. Maintenance
Grantee and any Subgrantees shall maintain all books, records, and other documentation pertaining to
authorized Work and to completely substantiate all costs incurred and billed to CDOT during the Grant
term and for a period of three (3) years from the date of closure under the terms of this Contract. These
records shall be made available for inspection and audit to CDOT, FHWA. FTA or the Comptroller
General of the United States, and copies thereof shall be furnished, if requested. Grantee shall include this
record keeping/audit requirement in any Subgrant with any Subgrantee employed to perform Work by
expressly requiring the Subgrantee to comply with this requirement.
B. Inspection of Grantee
In accordance with Section 9, the State and FHWA are specifically authorized to review and inspect at all
reasonable times all such records and all technical and financial aspects of the Work. FHWA will arrange
such review and inspections through CDOT. The State reserves the right to inspect the Work at all
reasonable times and places during the term of this Grant, including any extension period.
C. 2 CFR 200 Subpart F
In accordance with the provisions of 2 CFR 200: "Audits of States. Local Governments, and Nonprofit
Organizations", all nonfederal entities including state and local government and non-profit organizations,
receiving more than 5750,000 from all federal financial assistance funding sources, shall comply with the
audit requirements of 2 CFR 200. Compliance with 2 CFR 200is required in the following manner:
a) If the Subgrantee expends less than $750.(0)0 in Federal funds (all federal sources, not just Highway
funds) in its fiscal year then this requirement does not apply.
b) If the Subgrantee expends more than 5750,000 in Federal funds, but only received federal Highway
funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall
be performed. This audit will examine the "financial" procedures and processes for this program
area.
c) If the Subgrantee expends more than $750,000 in federal funds, and the federal funds are from
multiple sources (FTA. HUD. NPS, etc.) then the Single Audit Act applies, which is an audit on the
entire organization/entity.
d) Single Audit can only be conducted by an independent auditor in accordance with generally accepted
government auditing standards covering financial audits (2 CFR 200). An audit is an allowable
direct or indirect cost.
D. Final Audit Report
If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this
Grant. Grantee shall submit a copy of the final audit report to CDOT or its principal representative at the
address specified herein.
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28. EXHIBIT F - GRANTEE PAYMENT CHECKLIST
This checklist is to assist the Grantee in preparation of its billing packets to CDOT. This checklist is
provided as guidance and is subject to change by CDOT. CDOT shall provide notice of any such changes
to Grantee. All items may not apply to your particular entity. CDOT's goal is to reimburse Grantees as
quickly as possible and a well organized and complete billing packet helps to expedite payment.
❑ Invoice from local entity (Tier I and some Tier Hs)
✓ Project and Project Code
✓ Project Location
✓ Invoice number and billing date
✓ Previous Billed, Current Billing, and Billed to date
✓ Local Agency costs
✓ Consultant or Sub -grantee costs
✓ Federal portion
✓ Local portion
✓ Net payment due
✓ Signature of local entity representative
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❑ Copies of invoices from local agency contractors (Tier I and some Tier Hs)
✓ The specific document the contractor used to invoice the local agencies. The local agency is
responsible for ensuring that the backup matches the invoice and is eligible for reimbursement.
✓ If the local agency pays the contractor a discounted amount, the full amount cannot be reimbursed
to the local agency, only the discounted amount, less the local agency match.
✓ Please ensure that all payment vouchers from the local agencies state "ok to pay" or some notation
of when paid or approved by, etc.
✓ Invoice(s) should match check amounts.
✓ A CDOT employee knowledgeable about the work being invoiced has to approve the local agency
invoices in order for CDOT to make payments: the invoice must be paid within 45 days of receipt
according to state statute.
✓ Statements are not acceptable in lieu of an invoice.
❑ Copies of checks (All Tiers)
✓ All of the following are acceptable - copies of checks, check registers, approved accounting
system generated expenditure ledgers showing the amount paid, the check number or electronic
funds transfer ("EFT") and the date paid.
✓ CDOT needs to ensure that expenditures incurred by the Grantee have been paid by the Grantee
before CDOT is invoiced by the Grantee.
❑ Expenditure ledger (All Tiers)
✓ An expenditure ledger needs to be submitted from the Grantee's financial accounting system. The
report should display the accounting system information, date of the report, accounting period,
current period transactions, and the account coding for all incurred expenditures. Excel
spreadsheets are not approved expenditure reports. However, an additional excel spreadsheet may
be required in order to explain any variances between the expenditure and the amount eligible for
reimbursement.
✓ 2 CFR 200 requires the Grantee to have approved accounting systems so this should not be
difficult to generate by cost center specific to the reimbursable Project. The expenditure report is a
good summary page if there is substantial documentation.
✓ If the Grantee has copies of the invoice(s) and check(s), you do not need the expenditure ledger
also, but the invoices must be marked as approved for payment.
❑ Timesheets (Tier I and some Tier Hs)
✓ DOT requires all employees working on projects to provide time sheets with a breakdown of hours
worked by clay displaying all projects worked for the day. week, month or time collection period.
The timesheet must also be signed or approved either in ink or electronically.
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Backup documentation for payroll expenses includes the timesheet and an hourly or salary rate or
a payroll ledger indicating total hours, wages, and benefits. The rate only needs to be submitted
once and will be referred to for future invoices.
✓ If there is sensitive information such as social security numbers or addresses, please block that
information.
✓ If the local agency uses a temp agency and submits the invoice from the temp agency for
reimbursement, CDOT needs the same documentation the agency would use for approval before
the local agency paid the temp agency.
✓ If the local agency used a quarterly or semester based system of timekeeping, the local agency
cannot bill monthly for payroll expenses (this is especially true for colleges and universities). The
local agency needs the backup from the timekeeping system and payroll records which would
allow the local agency to bill quarterly or by semester.
❑ In kind match - If an entity wishes to use in -kind match, it must be approved by CDOT prior to any
work taking place. (All Tiers)
✓ If an in kind match is being used for the local match the in -kind portion of the project must be
included in project application and scope of work attached to the contract or purchase order. FTA
does not require pre -approval of in kind, but CDOT does.
✓ Expenditure ledger from the local agency must also show the in kind match in their general ledger.
CDOT needs a copy of this general ledger showing the in kind match.
✓ If the local agency is using in kind match on invoices to CDOT, they need to attach a drawdown
page indicating how much in -kind match has been used.
✓ Full documentation will be required on the use of in -kind match, regardless of the Tier held by the
grantee.
❑ Indirect costs (All Tiers)
✓ If indirect costs are being requested. please submit an approved indirect letter provided by either
CDOT or Colorado Department. The letter must state what indirect costs are allowed and at what
percentage. The indirect letter only needs to be submitted once and will be retained on file for
future invoices. The indirect cost plan must be reconciled annually and an updated letter
submitted each year.
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29. EXHIBIT G - SUPPLEMENTAL FEDERAL PROVISIONS FOR FEDERALLY FUNDED
CONTRACTS, GRANTS, and PURCHASE ORDERS-FFATA
State of Colorado
Supplemental Provisions for
Federally Funded Contracts, Grants, and Purchase Orders
Subject to
The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended
As of 3-20-13
The contract, grant, or purchase order to which these Supplemental Provisions are attached may be funded, in
whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these
Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into
and made a part of the contract, the provisions of these Supplemental Provisions shall control.
1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the
meanings ascribed to them below.
1.1. "Award" means an award of Federal financial assistance that a non -Federal Entity receives or
administers in the form of:
1.1.1. Grants;
1.1.2. Contracts;
1.1.3. Cooperative agreements. which do not include cooperative research and development
agreements (CRD A) pursuant to the Federal Technology Transfer Act of 1986, as amended
(15 U.S.C. 3710):
1.1.4. Loans:
1.1.5. Loan Guarantees:;
1.1.6. Subsidies;
1.1.7. Insurance;
1.1.8. Food commodities;
1.1.9. Direct appropriations;
1.1.10. Assessed and voluntary contributions; and
1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non -Federal Entities.
Award does not include:
1.1.12. Technical assistance, which provides services in lieu of money;
1.1.13. A transfer of title to Federally -owned property provided in lieu of money: even if the award
is called a grant;
1.1.14. Any award classified for security purposes: or
1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of
the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 1 1 1-5).
1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all
Award types in §1.1.1 through 1.1.11 above.
1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal
financial assistance, other than the Prime Recipient, and includes grantees, subgrantees.
Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not
include Vendors.
1.4. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established
and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and
Bradstreet's website may be found at: http://fedgov.dnb.com/webform.
1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C;
1.5.1. A governmental organization. which is a State, local government, or Indian Tribe:
1.5.2. A foreign public entity;
1.5.3. A domestic or foreign non-profit organization:
1.5.4. A domestic or foreign for-profit organization; and
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1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non -Federal
entity.
1.6. "Executive" means an officer, managing partner or any other employee in a management position.
1.7.
"Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal
agency to a Prime Recipient.
1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law
109-282). as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as
the `"Transparency Act."
1.9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives
an Award.
1.10. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards
all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the
performance of all or any portion of the substantive project or program for which the Award was
granted.
1.11. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a
non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of
the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject
to the terms and conditions of the Federal Award to the Prime Recipient, including program
compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee.
1.12. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -digit Data
Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award
Management (SAM) profile, if applicable.
1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts,
Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of
2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institution of higher education.
1.14. "System for Award Management (SAM)" means the Federal repository into which an Entity must
enter the information required under the Transparency Act, which may be found at
http://www.sam.gov.
1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecipient's preceding fiscal year and includes the following:
1.15.1. Salary and bonus;
1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005)
(FAS 123R). Shared Based Payments;
1.15.3. Earnings for services under non -equity incentive plans. not including group life, health,
hospitalization or medical reimbursement plans that do not discriminate in favor of
Executives and are available generally to all salaried employees;
1.15.4. Change in present value of defined benefit and actuarial pension plans:
1.15.5. Above -market earnings on deferred compensation which is not tax -qualified;
1.15.6. Other compensation. if the aggregate value of all such other compensation (e.g. severance.
termination payments, value of life insurance paid on behalf of the employee. perquisites or
property ) for the Executive exceeds $10,000.
1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006
(Public Law 109-282). as amended by §6202 of Public Law 110-252. The Transparency Act also is
referred to as FFATA.
1.17. "Vendor" means a dealer, distributor, merchant or other seller providing property or services
required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a
Subrecipient and is not subject to the terms and conditions of the Federal award. Program
compliance requirements do not pass through to a Vendor.
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2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any
revisions to such provisions or regulations shall automatically become a part of these Supplemental
Provisions, without the necessity of either party executing any further instrument. The State of Colorado
may provide written notification to Contractor of such revisions, but such notice shall not be a condition
precedent to the effectiveness of such revisions.
3. System for Award Management (SAM) and Data Universal Numbering System (DUNS)
Requirements.
3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits
the final financial report required under the Award or receives final payment, whichever is later.
Contractor shall review and update SAM information at least annually after the initial registration,
and more frequently if required by changes in its information.
3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update
Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and
more frequently if required by changes in Contractor's information.
4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most
highly compensated Executives for the preceding fiscal year if:
4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and
4.2. In the preceding fiscal year, Contractor received:
4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act; and
4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Sub -awards subject to the
Transparency Act; and
4.3. The public does not have access to information about the compensation of such Executives through
•
periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 ( I S U.S.C.
78m(a), 780(d) or § 6104 of the Internal Revenue Code of 1986.
5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7
below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment
shall be made to Contractor for providing any reports required under these Supplemental Provisions and the
cost of producing such reports shall be included in the Contract price. The reporting requirements in §7
below are based on guidance from the US Office of Management and Budget (OMB), and as such are
subject to change at any time by OMB. Any such changes shall be automatically incorporated into this
Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above.
The Colorado Office of the State Controller will provide summaries of revised OMB reporting
requirements at http://www.Colorado.gov/dpa/dfp/sco/FFATA.htm.
6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions
apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as
of October I, 2010. if the initial award is $25,000 or more. If the initial Award is below 525,0(X) but
subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the
reporting requirements as of the date the Award exceeds $25,000. If the initial Award is 525.000 or more,
but funding is subsequently de -obligated such that the total award amount falls below $25,000, the Award
shall continue to be subject to the reporting requirements.
7. Sub -recipient Reporting Requirements. If Contractor is a Sub -recipient, Contractor shall report as set
forth below.
7.1. To SAM. A Sub -recipient shall register in SAM and report the following data elements in SAM for
each Federal Award Identification Number no later than the end of the month following the month
in which the Subaward was made:
7.1.1. Sub -recipient DUNS Number:
7.1.2. Sub -recipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account:
7.1.3. Sub -recipient Parent DUNS Number;
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7.1.4. Sub -recipient's address, including: Street Address. City. State, Country, Zip + 4, and
Congressional District;
7.1.5. Sub -recipient's top 5 most highly compensated Executives if the criteria in §4 above are
met; and
7.1.6. Sub -recipient's Total Compensation of top 5 most highly compensated Executives if
criteria in §4 above met.
7.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of
the Contract, the following data elements:
7.2.1. Sub -recipient's DUNS Number as registered in SAM.
7.2.2. Primary Place of Performance Information. including: Street Address. City. State, Country,
Zip code + 4, and Congressional District.
8. Exemptions,
8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural
person, unrelated to any business or non-profit organization he or she may own or operate in his or
her name.
8.2. A Contractor with gross income from all sources of less than $300,(X)0 in the previous tax year is
exempt from the requirements to report Subawards and the Total Compensation of its most highly
compensated Executives.
8.3. Effective October 1, 2010. "Award" currently means a grant, cooperative agreement. or other
arrangement as defined in Section 1.1 of these Special Provisions. On future dates "Award" may
include other items to be specified by OMB in policy memoranda available at the OMB Web site;
Award also will include other types of Awards subject to the Transparency Act.
8.4. There are no Transparency Act reporting requirements for Vendors.
9. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default
under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice
if the default remains uncured five calendar days following the termination of the 30 day notice period.
This remedy will be in addition to any other remedy available to the State of Colorado under the Contract.
at law or in equity.
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30. EXHIBIT H - SUPPLEMENTAL FEDERAL PROVISIONS FOR FEDERAL AWARDS DUNS #: 075757955
Supplemental Provisions for Federal Awards
Subject to
The Office of Management and Budget Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards ("Uniform Guidance"),
Federal Register, Vol. 78, No. 248, 78590
The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole
or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental
Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part
of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a
conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the
FFATA Supplemental Provisions shall control.
1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the
meanings ascribed to them below.
1.1 "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal
Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and
conditions of the Federal Award specifically indicate otherwise. 2 CFR §200.38
1.2 "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract
under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal
Award" also means an agreement setting forth the terms and conditions of the Federal Award. The
term does not include payments to a contractor or payments to an individual that is a beneficiary of a
Federal program.
1.3 "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient 2
CFR §200.37
1.4 "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-
282t, as amended by §6202 of Public Law 110-252.
1.5 "Grant" or "Grant Agreement" means an agreement setting forth the terms and conditions of an
Award. The term does not include an agreement that provides only direct Federal cash assistance to an
individual. a subsidy, a loan, a loan guarantee, insurance, or acquires property or services for the direct
benefit of use of the Federal Awarding Agency or Recipient. 2 CFR §200.51.
1.6 "OMB" means the Executive Office of the President, Office of Management and Budget.
1.7 "Recipient" means a Colorado State department, agency or institution of higher education that
receives a Federal Award from a Federal Awarding Agency to carry out an activity under a Federal
program. The term does not include Subrecipients. 2 CFR §200.86
1.8 "State" means the State of Colorado. acting by and through its departments, agencies and institutions
of higher education.
1.9 "Subrecipient" means a non -Federal entity receiving an Award from a Recipient to carry out part of a
Federal program. The term does not include an individual who is a beneficiary of such program.
1.10"Uniform Guidance" means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes
requirements from OMB Circulars A-21, A-87, A-110. and A-122, OMB Circulars A-89. A-102, and
A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of
the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the
terms and conditions of the Federal Award specifically indicate otherwise.
1.11"Uniform Guidance Supplemental Provisions" means these Supplemental Provisions for Federal
Awards subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from
relevant Federal agencies or the Colorado State Controller.
2. Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including
but not limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions
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automatically shall become a part of these Supplemental Provisions, without the necessity of either party
executing any further instrument. The State of Colorado may provide written notification to Subrecipient
of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions.
3. Procurement Standards.
3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which
reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform
to applicable Federal law and the standards identified in the Uniform Guidance, including without
limitation, §§200.318 through 200.326 thereof.
3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political
subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act,
as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002
include procuring only items designated in guidelines of the Environmental Protection Agency (EPA)
at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent
with maintaining a satisfactory level of competition, where the purchase price of the item exceeds
$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000;
procuring solid waste management services in a manner that maximizes energy and resource recovery:
and establishing an affirmative procurement program for procurement of recovered materials identified
in the EPA guidelines.
4. Access to Records. Subrecipient shall permit Recipient and auditors to have access to
Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of §§'200.331
(Requirements for pass -through entities). §§200.300 (Statutory and national policy requirements) through
200.309 (Period of performance), and Subpart F -Audit Requirements of the Uniform Guidance. 2 CFR
§200.331(a)(5).
5. Single Audit Requirements. If Subrecipient expends $750,000 or more in Federal Awards during
Subrecipient's fiscal year, Subrecipient shall procure or arrange for a single or program -specific audit
conducted for that year in accordance with the provisions of Subpart F -Audit Requirements of the Uniform
Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 75017507). 2 CFR
§200.501.
5.1 Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance
§§'200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in
accordance with §2(X).507 (Program -specific audits). Subrecipient may elect to have a program -
specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding
research and development) and the Federal program's statutes, regulations, or the terms and conditions
of the Federal award do not require a financial statement audit of Recipient. A program -specific audit
may not be elected for research and development unless all of the Federal Awards expended were
received from Recipient and Recipient approves in advance a program -specific audit.
5.2 Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year,
Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR
§200.503 (Relation to other audit requirements), but records shall be available for review or audit by
appropriate officials of the Federal agency, the State. and the Government Accountability Office.
5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the
audit required by Part F of the Uniform Guidance and ensure it is properly performed and submitted
when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial
statements, including the schedule of expenditures of Federal awards in accordance with Uniform
Guidance §200.510 (Financial statements) and provide the auditor with access to personnel, accounts,
books. records, supporting documentation. and other information as needed for the auditor to perform
the audit required by Uniform Guidance Part F Audit Requirements.
6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of
the following applicable provisions in all .subcontracts entered into by it pursuant to this Grant Agreement.
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6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts
that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall
include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive
Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp.,
p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity." and implementing regulations at 41 CFR part 60, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.".
"During the performance of this contract, the contractor agrees as follows:
( I) The contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The contractor will take affirmative
action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex, 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 contractor
agrees to post in conspicuous places. available to employees and applicants for employment,
notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will. in all solicitations or advertisements for employees placed by or on behalf
of the contractor, state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex. or national origin.
(3) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided by
the agency contracting officer, advising the labor union or workers' representative of the
contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965.
and shall post copies of the notice in conspicuous places available to employees and applicants
for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(5 ) The contractor will furnish all information and reports required by Executive Order I 1246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with
such rules, regulations, and orders.
(6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this
contract or with any of such rules, regulations, or orders, this contract may be canceled,
terminated or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts in accordance with procedures authorized in Executive Order
11246 of September 24. 1965. and such other sanctions may be imposed and remedies invoked
as provided in Executive Order 11246 of September 24, 1965, or by rule. regulation, or order
of the Secretary of Labor, or as otherwise provided by law.
(7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor
issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such
provisions will be binding upon each subcontractor or vendor. The contractor will take such
action with respect to any subcontract or purchase order as may be directed by the Secretary of
Labor as a means of enforcing such provisions including sanctions for noncompliance:
Provided, however, that in the event the contractor becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such direction, the contractor may
request the United States to enter into such litigation to protect the interests of the United
States."
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CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
6.2 Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal
program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal
entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144. and
3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards
Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In
accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a
rate not less than the prevailing wages specified in a wage determination made by the Secretary of
Labor. In addition, contractors must be required to pay wages not less than once a week. The non -
Federal entity must place a copy of the current prevailing wage determination issued by the
Department of Labor in each solicitation. The decision to award a contract or subcontract must be
conditioned upon the acceptance of the wage determination. The non -Federal entity must report all
suspected or reported violations to the Federal awarding agency. The contracts must also include a
provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145). as supplemented
by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public
Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").
The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any
means, any person employed in the construction, completion, or repair of public work, to give up any
part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report
all suspected or reported violations to the Federal awarding agency.
6.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the
definition of "funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a
contract with a small business firm or nonprofit organization regarding the substitution of parties,
assignment or performance of experimental, developmental, or research work under that "funding
agreement," Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding
agency.
6.4 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C.
1251-1387), as amended. Contracts and subgrants of amounts in excess of $150.000 must contain a
provision that requires the non -Federal award to agree to comply with all applicable standards, orders
or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
6.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR
180.220) must not be made to parties listed on the government wide exclusions in the System for
Award Management (SAM). in accordance with the OMB guidelines at 2 CFR 180 that implement
Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p.
235). "Debarment and Suspension." SAM Exclusions contains the names of parties debarred,
suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or
regulatory authority other than Executive Order 12549.
6.6 Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award
exceeding $100.(X)0 must file the required certification. Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the non -Federal award.
7. Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to
submit certifications and representations required by Federal statutes or regulations on an annual basis. 2
CFR §200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of
the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project
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CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
or activity was completed or the level of effort was expended. 2 CFR §200.201(3). If the required level of
activity or effort was not carried out, the amount of the Award must be adjusted.
8. Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall
constitute an event of default under the Grant Agreement (2 CFR §200.339) and the State may terminate
the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the
termination of the 30 day notice period. This remedy will be in addition to any other remedy available to
the State of Colorado under the Grant, at law or in equity.
9. Effective Date. The effective date of the Uniform Guidance is December 26, 2013. 2 CFR §200.110. The
procurement standards set forth in Uniform Guidance §§200.317-200.326 are applicable to new Awards
made by Recipient as of December 26, 2015. The standards set forth in Uniform Guidance Subpart F -
Audit Requirements are applicable to audits of fiscal years beginning on or after December 26. 2014.
10. Performance Measurement. The Uniform Guidance requires completion of OMB -approved standard
information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award
Performance Goals that awarding Federal agencies are required to detail in the Awards.
Section 200.301 provides guidance to Federal agencies to measure performance in a way that will help the
Federal awarding agency and other non -Federal entities to improve program outcomes.
The Federal awarding agency is required to provide recipients with clear performance goals, indicators, and
milestones (200.2 10). Also, must require the recipient to relate financial data to performance
accomplishments of the Federal award.
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31. EXHIBIT I - BILLING FORM
COLORADO DEPARTMENT OF TRANSPORTATION - Division of Transportation Development
Contractor/Agency Name:
Contract Number:
Contract Effective Date:
Contract Billing Period:
Transaction Date Check Tracking Number
Payee Name
CDOT — Division of Transportation Development
SAP PO #: 491001530
SRM #: 18-HTD-ZL-00060
DUNS #: 075757955
Invoice Number:
Invoice Dale:
Contractor/Vendor Contact Person:
Contractor/ Vendor Contact Phone
N umber:
mount
ervice/Good Received
Value of Contract (Original + Any Amendments):
Billed Prior to This Invoice:
Current Invoice Amount:
Foul
Less l,o al Match
Fowl Rehnbutsetnent Request
Balance of Contract After Invoice:
Remit to:
I certify that the goods and/or services included in this invoice were true and necessary expenses to accomplish the goals of the contract:
By:
Contractor/Vendor Date:
Approved By:
CDOT
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