HomeMy WebLinkAboutResolution 33-25 Grant AgreementRouting #: 25-HAA-ZL-00168
PO #: 491003870
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State of Colorado Intergovernmental Grant Agreement
Cover Page
State Agency
Department of Transportation
Grantee
Town of Estes Park
Subaward Agreement Amount
Federal Funds
Maximum Amount (82.79%) $ 1,214,042.00
Local Funds
Local Funds Amount (17.21%) $ 252,370.00
Subaward Agreement Maximum Amount
$1,466,142.00
Agreement Number
Routing #: 25-HAA-ZL-00168
PO #: 491003870
Agreement Performance Beginning Date
The Effective Date
Grant Expiration Date
December 31, 2027
Fund Expenditure End Date
December 31, 2027
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.
Grant Purpose
The Town of Estes Park plans to use CMAQ funds for the Transit Service Expansion program,
creation of a Transit Development Plan, and Transit Mobile Application thereby reducing congestion
and improving air quality during peak travel months.
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
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In the event of a conflict of 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:
John Marcantonio
Office of Innovative Mobility
2829 W. Howard Place
Denver, CO, 80204
For Grantee:
Laura Blevins
Town of Estes Park
PO Box 1200
Estes Park, CO 80517
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Signature Page
The Signatories Listed Below Authorize this Grant
SUBRECIPIENT
TOWN OF ESTES PARK
By:_________________________
Name:_____Gary Hall_______
Title:___Mayor (or Designee)____
Date:
_________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By:_______________________
Name:_______________________
Title:________________________
Date:
_________________________
2nd Subrecipient Signature – Town Attorney
By:_______________________
Name:___Dan Kramer__________
Title:___Town Attorney________
Date:
_________________________
3rd Subrecipient Signature – Town Clerk
By:_________________________
Name:__Jackie Williamson______
Title:___Town Clerk___________
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. Subward ........................................................................................................ 5
2. Term ............................................................................................................ 5
3. Definitions ..................................................................................................... 6
4. Statement of Work ......................................................................................... 10
5. Payments to Grantee ...................................................................................... 10
6. Reporting - Notification ................................................................................... 12
7. Grantee Records ............................................................................................ 12
8. Confidential Information-State Records ................................................................. 13
9. Conflict of Interest ....................................................... Error! Bookmark not defined.
10. Insurance .................................................................................................... 15
11. Breach of Agreement ...................................................................................... 15
12. Remedies .................................................................................................... 16
13. Dispute Resolution ......................................................................................... 19
14. Notices and Representatives .............................................................................. 19
15. Rights in Work Product and Other Information ........................................................ 19
16. Governmental Immunity ................................................................................... 19
17. General Provisions .......................................................................................... 20
18. Colorado Special Provisions (Colorado Fiscal Rule 3-3) ............................................... 22
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1. Grant
As of the Grant Issuance Date, the State Agency shown on the first page of this Grant Award
Letter (the “State”) hereby obligates and awards to Grantee shown on the first page of this
Grant Award Letter (the “Grantee”) an award of Grant Funds in the amounts shown on the first
page of this Grant Award Letter. By accepting the Grant Funds provided under this Grant Award
Letter, Grantee agrees to comply with the terms and conditions of this Grant Award Letter and
requirements and provisions of all Exhibits to this Grant Award Letter.
2. Term
A. Initial Grant Term and Extension
The Parties’ respective performances under this Grant Award Letter shall commence on
the Grant Issuance Date and shall terminate on the Grant Expiration Date unless sooner
terminated or further extended in accordance with the terms of this Grant Award Letter.
Upon request of Grantee, the State may, in its sole discretion, extend the term of this
Grant Award Letter by providing Grantee with an updated Grant Award Letter showing the
new Grant Expiration Date.
B. Early Termination in the Public Interest
The State is entering into this Grant Award Letter to serve the public interest of the State
of Colorado as determined by its Governor, General Assembly, or Courts. If this Grant
Award Letter ceases to further the public interest of the State or if State, Federal or other
funds used for this Grant Award Letter are not appropriated, or otherwise become
unavailable to fund this Grant Award Letter, the State, in its discretion, may terminate
this Grant Award Letter in whole or in part by providing written notice to Grantee that
includes, to the extent practicable, the public interest justification for the termination.
If the State terminates this Grant Award Letter in the public interest, the State shall pay
Grantee an amount equal to the percentage of the total reimbursement payable under
this Grant Award Letter that corresponds to the percentage of Work satisfactorily
completed, as determined by the State, less payments previously made. Additionally, the
State, in its discretion, may reimburse Grantee for a portion of actual, out-of-pocket
expenses not otherwise reimbursed under this Grant Award Letter that are incurred by
Grantee and are directly attributable to the uncompleted portion of Grantee’s obligations,
provided that the sum of any and all reimbursements shall not exceed the maximum
amount payable to Grantee hereunder. This subsection shall not apply to a termination of
this Grant Award Letter by the State for breach by Grantee.
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C. Grantee’s Termination Under Federal Requirements
Grantee may request termination of this Grant 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 Grant is terminated in this
manner, then Grantee 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 agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any
future modifications thereto.
a. “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.
b. “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 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 30 days after the institution of such proceeding, shall also constitute a breach.
If Grantee 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.
c. “Budget” means the budget for the Work described in Exhibit A.
d. “Business Day” means any day in which the State is open and conducting business, but
shall not include Saturday, Sunday or any day on which the State observes one of the
holidays listed in §24-11-101(1) C.R.S.
e. RESERVED
f. “CORA” means the Colorado Open Records Act, §§24-72-200.1 et seq., C.R.S.
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g. “Cost Sharing” means a portion of project costs not paid under this Subaward. This
includes match which refers to required levels of cost share that must be provided (2
CFR 200.306)
h. “Grant Award Letter” means this letter which offers Grant Funds to Grantee,
including all attached Exhibits, all documents incorporated by reference, all
referenced statutes, rules and cited authorities, and any future updates thereto.
i. “Grant Funds” means the funds that have been appropriated, designated,
encumbered, or otherwise made available for payment by the State under this Grant
Award Letter.
j. “Grant Expiration Date” means the Grant Expiration Date shown on the first page of
this Grant Award Letter.
k. “Grant Issuance Date” means the Grant Issuance Date shown on the first page of this
Grant Award Letter.
l. “Exhibits” exhibits and attachments included with this Grant as shown on the first
page of this Grant
m. “Extension Term” means the period of time by which the Grant Expiration Date is
extended by the State through delivery of an updated Grant Award Letter
n. “Federal Award” means an award of Federal financial assistance or a cost-
reimbursement contract under the Federal Acquisition Regulations 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 contractor or payments to an individual that is a beneficiary of a Federal
program.
o. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a
Recipient. [Insert Federal Awarding Agency’s Full Legal Name and Acronym] is the
Federal Awarding Agency for the Federal Award which is the subject of this Grant.
p. “Goods” means any movable material acquired, produced, or delivered by Grantee as
set forth in this Grant Award Letter and shall include any movable material acquired,
produced, or delivered by Grantee in connection with the Services.
q. “Incident” means any accidental or deliberate event that results in or constitutes an
imminent threat of the unauthorized access or disclosure of State Confidential
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Information or of the unauthorized modification, disruption, or destruction of any
State Records.
r. “Initial Term” means the time period between the Grant Issuance Date and the Grant
Expiration Date.
s. “Party” means the State or Grantee, and “Parties” means both the State and Grantee.
t. RESERVED
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; and any other information that
is linked or linkable to an individual, such as medical, educational, financial, and
employment information. 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. “PII” shall also
mean “personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S.
v. RESERVED
w. “Recipient” means the State Agency shown on the first page of this Grant Award
Letter, for the purposes of the Federal Award.
x. “Services” means the services to be performed by Grantee as set forth in this Grant
Award Letter, and shall include any services to be rendered by Grantee in connection
with the Goods.
y. “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 Contractor which (i) is subject
to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions
at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly
available without breach of any obligation owed by Contractor to the State; (iv) is
disclosed to Contractor, 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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z. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State
Controller pursuant to §24-30-202(13)(a) C.R.S.
aa. “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.
bb. “State Records” means any and all State data, information, and records, regardless of
physical form, including, but not limited to, information subject to disclosure under
CORA.
cc. “Sub-Award” means this grant by the State (a Recipient) to Grantee (a Subrecipient)
funded in whole or in part by a Federal Award. The terms and conditions of the Federal
Award flow down to this Sub-Award unless the terms and conditions of the Federal
Award specifically indicate otherwise.
dd. “Subcontractor” means third-parties, if any, engaged by Grantee to aid in
performance of the Work. “Subcontractor” also includes sub-grantees.
ee. “Subrecipient” means an entity that receives a Sub-Award from a pass-through entity
to carry out part of a Federal award., The term subrecipient does not a beneficiary or
participant. A Subrecipient may also be a recipient of other Federal Awards directly
from a Federal Awarding Agency. For the purposes of this Grant, Grantee is a
Subrecipient.
ff. RESERVED
gg. “Uniform Guidance” means the Office of Management and Budget Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards. The terms and conditions of the Uniform Guidance flow down to the Awards
to Subrecipients unless the Uniform Guidance or the terms and conditions of the
Federal Award specifically indicate otherwise.
hh. “Work” means the delivery of the Goods and performance of the Services described in
this Grant Award Letter.
ii. “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, and
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any other results of the Work. “Work Product” does not include any material that was
developed prior to the Grant Issuance Date that is used, without modification, in the
performance of the Work.
Any other term used in this Grant Award Letter that is defined in an Exhibit shall be construed
and interpreted as defined in that Exhibit.
4. Statement of Work
Grantee shall complete the Work as described in this Grant Award Letter and in accordance
with the provisions of Exhibit A. The State shall have no liability to compensate or reimburse
Grantee for the delivery of any goods or the performance of any services that are not specifically
set forth in this Grant Award Letter.
5. Payments to Grantee
A. Maximum Amount
Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The
State shall not pay Grantee any amount under this Grant that exceeds the Grant Amount
shown on the first page of this Grant Award Letter. 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. The State shall not be liable
to pay or reimburse Grantee for any Work performed or expense incurred before the Grant
Issuance Date or after the Grant Expiration Date; provided, however, that Work performed
and expenses incurred by Grantee before the Grant Issuance Date that are chargeable to
an active Federal Award may be submitted for reimbursement as permitted by the terms
of the Federal Award.
a. 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.
b. Matching Funds
Grantee shall provide the Local Match Amount shown on the first page of this Grant Award
Letter and described in Exhibit A (the “Local Match Amount”). Grantee’s obligation to pay
all or part of any matching funds, whether direct or contingent, only extends to funds duly
and lawfully appropriated for the purpose of this Agreement by the authorized
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representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee
shall appropriate and allocate all Local Match Amounts to the purpose of this Grant Award
Letter each fiscal year prior to accepting any Grant Funds for that fiscal year. Grantee
does not by accepting this Grant Award Letter irrevocably pledge present cash reserves
for payments in future fiscal years, and this Grant Award Letter is not intended to create
a multiple-fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed
interest, late charges, fees, taxes or penalties of any nature, except as required by
Grantee’s laws or policies.
c. D. Reimbursement of Grantee Costs
Upon prior written approval, the State shall reimburse Grantee’s allowable costs, not
exceeding the maximum total amount described in this Grant Award Letter for all
allowable costs described in this Grant Award Letter and shown in the Budget, except that
Grantee may adjust the amounts between each line item of the Budget without formal
modification to this Agreement as long as the Grantee provides notice to the State of the
change, the change does not modify the total maximum amount of this Grant Award Letter
or the maximum amount for any state fiscal year, and the change does not modify any
requirements of the Work. The State shall reimburse Grantee for the Federal share of
properly documented allowable costs related to the Work after the State’s review and
approval thereof, subject to the provisions of this Grant. The State shall only reimburse
allowable costs if those costs are: (i) reasonable and necessary to accomplish the Work
and for the Goods and Services provided; and (ii) equal to the actual net cost to Grantee
(i.e. the price paid minus any items of value received by Grantee that reduce the cost
actually incurred).
d. Close-Out.
Grantee shall close out this Grant within 90 days after the Grant Expiration Date. To
complete close out, Grantee shall submit to the State all deliverables (including
documentation) as defined in this Grant Award Letter and Grantee’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 1 year and 90
days after the Grant Expiration Date due to Grantee’s failure to submit required
documentation, then Grantee may be prohibited from applying for new Federal Awards
through the State until such documentation is submitted and accepted.
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6. Reporting - Notification
A. Performance and Final Status
Grantee shall submit all financial, performance and other reports to the State no later
than the end of the close out described in §5.E, containing an evaluation and review of
Grantee’s performance and the final status of Grantee’s obligations hereunder.
a. Violations Reporting
Grantee 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. Grantee Records
A. Maintenance and Inspection
Grantee shall make, keep, and maintain, all records, documents, communications, notes
and other written materials, electronic media files, and communications, pertaining in
any manner to this Grant for a period of three years following the completion of the close
out of this Grant. Grantee shall permit the State to audit, inspect, examine, excerpt, copy
and transcribe all such records during normal business hours at Grantee’s office or place
of business, unless the State determines that an audit or inspection is required without
notice at a different time to protect the interests of the State.
a. Monitoring
The State will monitor Grantee’s performance of its obligations under this Grant Award
Letter using procedures as determined by the State. Grantee shall allow the State to
perform all monitoring required by the Uniform Guidance, based on the State’s risk
analysis of Grantee. 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 Grantee’s performance in a manner that does not unduly interfere
with Grantee’s performance of the Work. If Grantee enters into a subcontract or subgrant
with an entity that would also be considered a Subrecipient, then the subcontract or
subgrant entered into by Grantee shall contain provisions permitting both Grantee and the
State to perform all monitoring of that Subcontractor in accordance with the Uniform
Guidance.
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b. Final Audit Report
Grantee shall promptly submit to the State a copy of any final audit report of an audit
performed on Grantee’s records that relates to or affects this Grant or the Work, whether
the audit is conducted by Grantee or a third party. Additionally, if Grantee is required to
perform a single audit under 2 CFR 200.501, et seq., then Grantee shall submit a copy of
the results of that audit to the State within the same timelines as the submission to the
federal government.
8. Confidential Information-State Records
A. Confidentiality
Grantee shall hold and maintain, and cause all Subcontractors to hold and maintain, any
and all State Records that the State provides or makes available to Grantee for the sole
and exclusive benefit of the State, unless those State Records are otherwise publically
available at the time of disclosure or are subject to disclosure by Grantee under CORA.
Grantee shall not, without prior written approval of the State, use for Grantee’s own
benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any
third party for its benefit or to the detriment of the State, any State Records, except as
otherwise stated in this Grant Award Letter. Grantee shall provide for the security of all
State Confidential Information in accordance with all policies promulgated by the Colorado
Office of Information Security and all applicable laws, rules, policies, publications, and
guidelines. If Grantee or any of its Subcontractors will or may receive the following types
of data, Grantee or its Subcontractors shall provide for the security of such data according
to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax
Information and in accordance with the Safeguarding Requirements for Federal Tax
Information attached to this Grant as an Exhibit, if applicable, (ii) the most recently
updated PCI Data Security Standard from the PCI Security Standards Council for all PCI,
(iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of
Investigation, Criminal Justice Information Services Security Policy for all CJI, and (iv) the
federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA
Business Associate Agreement attached to this Grant, if applicable. Grantee shall
immediately forward any request or demand for State Records to the State’s principal
representative.
a. Other Entity Access and Nondisclosure Agreements
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Grantee 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 Grant Award Letter. Grantee shall ensure all such
agents, employees, assigns, and Subcontractors sign nondisclosure agreements with
provisions at least as protective as those in this Grant, and that the nondisclosure
agreements are in force at all times the agent, employee, assign or Subcontractor has
access to any State Confidential Information. Grantee shall provide copies of those signed
nondisclosure restrictions to the State upon request.
b. Use, Security, and Retention
Grantee shall use, hold and maintain State Confidential Information in compliance with
any and all applicable laws and regulations in facilities located within the United States,
and shall maintain a secure environment that ensures confidentiality of all State
Confidential Information wherever located. Grantee shall provide the State with access,
subject to Grantee’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 Grant, Grantee shall
return State Records provided to Grantee or destroy such State Records and certify to the
State that it has done so, as directed by the State. If Grantee is prevented by law or
regulation from returning or destroying State Confidential Information, Grantee warrants
it will guarantee the confidentiality of, and cease to use, such State Confidential
Information.
c. Incident Notice and Remediation
If Grantee becomes aware of any Incident, it 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. After an Incident, Grantee 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.
d. Safeguarding PII
If Grantee or any of its Subcontractors will or may receive PII under this Agreement,
Grantee 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
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technology, security practices, computer access security, data access security, data
storage encryption, data transmission encryption, security inspections, and audits.
Grantee 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. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but
not limited to, Contractor’s employees, agents and Subcontractors, agrees not to share
any PII with any third parties for the purpose of investigating for, participating in,
cooperating with, or assisting with Federal immigration enforcement.
9. Conflict of Interest
Grantee 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 Grantee under this Grant. Grantee
acknowledges that, with respect to this Grant, even the appearance of a conflict of interest
shall be harmful to the State’s interests and absent the State’s prior written approval, Grantee
shall refrain from any practices, activities or relationships that reasonably appear to be in
conflict with the full performance of Grantee’s obligations under this Grant. If a conflict or the
appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance
of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth
the relevant details for the State’s consideration. Grantee acknowledges that all State
employees are subject to the ethical principles described in §24-18-105, C.R.S. Grantee further
acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S.
with regard to this Grant.
10. Insurance
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 Colorado
Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the “GIA”). Grantee shall ensure that
any Subcontractors maintain all insurance customary for the completion of the Work done by
that Subcontractor and as required by the State or the GIA.
11. Breach of Agreement
In the event of a breach of agreement, the aggrieved party shall give written notice of breach
of agreement to the other party. If the notified party does not cure the breach, 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
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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 grantee is debarred or
suspended under §24-109-105, C.R.S., the state, in its discretion, need not provide notice or
cure 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
In addition to any remedies available under any exhibit to this grant agreement, if grantee
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.
I. Termination for Breach
In the event of grantee’s uncured breach, the state may terminate this entire
agreement or any part of this agreement. Additionally, if grantee 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. Grantee shall continue performance of this agreement to the extent not
terminated, if any.
The State may also terminate this grant agreement at any time if the State has
determined, in its sole discretion, that Grantee has ceased performing the Work
without intent to resume performance, prior to the completion of the Work.
a. Obligation and Rights
To the extent specified in any termination notice, Grantee 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, Grantee 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,
Grantee shall assign to the State all of Grantee’s rights, title, and interest in
and to such terminated orders or subcontracts. Upon termination, Grantee
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shall take timely, reasonable and necessary action to protect and preserve
property in the possession of Grantee but in which the State has an interest.
At the State’s request, Grantee shall return materials owned by the State in
Grantee’s possession at the time of any termination. Grantee 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 Grantee
for accepted Work received as of the date of termination. If, after
termination by the State, the State agrees that Grantee was not in breach or
that Grantee’s action or inaction was excusable, such termination shall be
treated as a termination in the public interest, and the rights and obligations
of the Parties shall be as if this Agreement had been terminated in the public
interest under §2.B.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Grantee shall remain
liable to the State for any damages sustained by the State in connection with
any breach by Grantee, and the State may withhold 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 Grantee 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 Grantee’s performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Grantee
to an adjustment in price or cost or an adjustment in the performance
schedule. Grantee shall promptly cease performing Work and incurring costs
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in accordance with the State’s directive, and the State shall not be liable for
costs incurred by Grantee after the suspension of performance.
b. Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Grantee’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 grantee’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, grantee shall, as approved by the state (i)
secure that right to use such work for the state and grantee; (ii) replace the
work with non-infringing work or modify the work so that it becomes non-
infringing; or, (iii) remove any infringing work and refund the amount paid
for such work to the state.
f. Collection of Unallowable Costs (2 CFR 200.410)
Payments made for costs determined to be unallowable by either the
awarding Federal agency, cognizant agency for indirect costs, or pass-through
entity must be refunded with interest to the Federal Government. Unless
directed by Federal statue or regulation, repayments must be made in
accordance with the instructions provided by the Federal agency or pass-
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through entity that made the allowability determination. See §§ 200.300
through 200.309, and § 200.346.
a. Grantee’s Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach,
Grantee, 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
Except as herein specifically provided otherwise or as required or permitted by federal
regulations related to any Federal Award that provided any of the Grant Funds, disputes
concerning the performance of this Grant that cannot be resolved by the designated Party
representatives shall be referred in writing to a senior departmental management staff member
designated by the State and a senior manager or official designated by Grantee for resolution.
14. Notices and Representatives
Each Party shall identify an individual to be the principal representative of the designating Party
and shall provide this information to the other Party. All notices required or permitted to be
given under this Grant Award Letter shall be in writing, and shall be delivered either in hard
copy or by email to the representative of the other Party. Either Party may change its principal
representative or principal representative contact information by notice submitted in
accordance with this §13.
15. Rights in Work Product and Other Information
Grantee hereby grants to the State a perpetual, irrevocable, non-exclusive, royalty free license,
with the right to sublicense, to make, use, reproduce, distribute, perform, display, create
derivatives of and otherwise exploit all intellectual property created by Grantee or any
Subcontractors or Subgrantees and paid for with Grant Funds provided by the State pursuant to
this Grant.
16. Governmental Immunity
Liability for claims for injuries to persons or property arising from the negligence of the Parties,
their 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 Contract shall be construed or interpreted as a waiver, express or implied, of
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any of the immunities, rights, benefits, protections, or other provisions, contained in these
statutes.
17. General Provisions
A. Assignment
Grantee’s rights and obligations under this Grant 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 Grantee’s rights
and obligations approved by the State shall be subject to the provisions of this Grant Award
Letter.
a. Captions and References
The captions and headings in this Grant Award Letter are for convenience of reference
only, and shall not be used to interpret, define, or limit its provisions. All references in
this Grant Award Letter 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.
b. Entire Understanding
This Grant Award Letter 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 Grant Award Letter.
c. Modification
The State may modify the terms and conditions of this Grant by issuance of an updated
Grant Award Letter, which shall be effective if Grantee accepts Grant Funds following
receipt of the updated letter. The Parties may also agree to modification of the terms and
conditions of the Grant in a formal amendment to this Grant, properly executed and
approved in accordance with applicable Colorado State law and State Fiscal Rules.
d. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Grant Award Letter 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 Grant Issuance Date. Grantee shall strictly
comply with all applicable Federal and State laws, rules, and regulations in effect or
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hereafter established, including, without limitation, laws applicable to discrimination and
unfair employment practices.
e. 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 Contract by reference.
f. Severability
The invalidity or unenforceability of any provision of this Grant Award Letter shall not
affect the validity or enforceability of any other provision of this Grant Award Letter,
which shall remain in full force and effect, provided that the Parties can continue to
perform their obligations under the Grant in accordance with the intent of the Grant.
g. Survival of Certain Grant Award Letter Terms
Any provision of this Grant Award Letter that imposes an obligation on a Party after
termination or expiration of the Grant shall survive the termination or expiration of the
Grant and shall be enforceable by the other Party.
h. Third Party Beneficiaries
Except for the Parties’ respective successors and assigns described above, this Grant
Award Letter does not and is not intended to confer any rights or remedies upon any person
or entity other than the Parties. 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.
i. Waiver
A Party’s failure or delay in exercising any right, power, or privilege under this Grant
Award Letter, 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.
j. Accessibility
i. Contractor shall comply with and the Work Product provided under this Contract
shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S.,
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and the Accessibility Standards for Individuals with a Disability, as established by
OIT pursuant to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply with
all State of Colorado technology standards related to technology accessibility and
with Level AA of the most current version of the Web Content Accessibility
Guidelines (WCAG), incorporated in the State of Colorado technology standards.
ii. The State may require Contractor’s compliance to the State’s Accessibility
Standards to be determined by a third party selected by the State to attest to
Contractor’s Work Product and software is in compliance with §§24-85-101, et seq.,
C.R.S., and the Accessibility Standards for Individuals with a Disability as
established by OIT pursuant to Section §24-85-103 (2.5), C.R.S.
k. Federal Provisions
Grantee shall comply with all applicable requirements of Exhibit C at all times during the
term of this Grant.
18. Colorado Special Provisions (Colorado Fiscal Rule 3-3)
A. Statutory Approval. §24-30-202(1) C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller
or designee. If this Contract is for a Major Information Technology Project, as defined in
§24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the
State’s Chief Information Officer or designee.
a. Fund Availability. §24-30-202(5.5) C.R.S.
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.
b. Governmental Immunity.
Liability for claims for injuries to persons or property arising from the negligence of the
Parties, 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 Parties’ risk management statutes,
§§24-30-1501, et seq. C.R.S. No term or condition of this Contract 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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c. Independent Contractor.
Contractor shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Contractor nor any agent or employee of Contractor shall be deemed
to be an agent or employee of the State. Contractor shall not have authorization, express
or implied, to bind the State to any agreement, liability, or understanding, except as
expressly set forth herein. Contractor 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 Contractor or any of its
agents or employees. Contractor shall pay when due all applicable employment taxes and
income taxes and local head taxes incurred pursuant to this Contract. Contractor 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.
d. Compliance with Law.
Contractor 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.
e. 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 Contract. 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 Contract shall be filed and
proceedings held in the State of Colorado and exclusive venue shall be in the City and
County of Denver.
f. Prohibited Terms.
Any term included in this Contract that requires the State to indemnify or hold Contractor
harmless; requires the State to agree to binding arbitration; limits Contractor’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 Contract
shall be construed as a waiver of any provision of §24-106-109 C.R.S.
g. Software Piracy Prohibition.
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State or other public funds payable under this Contract shall not be used for the
acquisition, operation, or maintenance of computer software in violation of federal
copyright laws or applicable licensing restrictions. Contractor hereby certifies and
warrants that, during the term of this Contract and any extensions, Contractor has and
shall maintain in place appropriate systems and controls to prevent such improper use of
public funds. If the State determines that Contractor is in violation of this provision, the
State may exercise any remedy available at law or in equity or under this Contract,
including, without limitation, immediate termination of this Contract and any remedy
consistent with federal copyright laws or applicable licensing restrictions.
h. 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 Contract.
Contractor has no interest and shall not acquire any interest, direct or indirect, that would
conflict in any manner or degree with the performance of Contractor’s services and
Contractor shall not employ any person having such known interests.
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Exhibit A Page 25 of 41 Version: 11/2024
Exhibit A, Statement of Work and Budget
CMAQ Project Title
Estes Park Public Transit Service Improvement and
Expansion
CDOT Project Number 26827
FAIN (to be completed by CDOT) 693JJ22430000Y400SW03645
SAM UEI Number KNMKSMB6JNW5
Federal Award Date (to be completed by
CDOT)
01/19/2025
CFDA Number 20.205
Contact Information
(Key person responsible for managing and
implementing the project.)
Laura Blevins
Agency Name Town of Estes Park
Agency Address (include city, state, zip) PO Box 1200, Estes Park, CO 80517
Program Manager Phone Number 970-577-3574
Program Manager E-mail lblevins@estes.org
Program Manager Fax Number
Congressional District Colorado District 2
Program Overview Summary
(Provide a short, no more than one paragraph,
summary of your project – what is the objective
of your project and how do you plan to
implement it?
The Town of Estes Park requests funding for three
distinct, yet complementary projects. Each project
supports the Congestion Mitigation and Air Quality’s
(CMAQ) stated goals of improving
air quality and relieving traffic congestion. While these
projects are focused on the Estes Valley, they are
supported by cross-jurisdictional partners and would have
air quality and congestion
reduction benefits across multiple counties in Northern
Colorado (Larimer and Boulder Counties). The proposed
projects include:
1. Transit Service Improvement: The Town proposes to
expand the total number of seasonal service days for the
Town of Estes Park’s free transit program, The Peak;
increase daily hours of operation; and expand capacity
and decrease headways on the
two busiest routes by adding additional vehicles. The
Town’s transit service is fare-free and all vehicles are
equipped with wheelchair lifts to accommodate riders of
all ages and
abilities. Each transit vehicle also includes bicycle racks
to increase multimodal connectivity and first/last mile
connections.
2. Transit Demand Management: Conduct an operational
pilot of recommendations for new and expanded services
based on recommendations from the Town’s Transit
Development Plan (TDP) process. The TDP is currently
underway with consultant
support and the Town anticipates incorporation of select
recommendations upon completion. In addition to local
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transit service improvement and expansion, the pilot
would also include implementation of new regional transit
service for commuters and tourists along both US 34 from
Loveland to Estes Park and on US 36 from Longmont to
Estes Park. Service would be seasonal and open to riders
of all ages and abilities.
3. Multimodal Traveler Information: Pilot web-based
intelligent transit scheduling software. The pilot would
include on-demand scheduling and real-time bus tracking
for both the improved local (Town) transit service and
regional feasibility pilot.
Program Overview Details
Who is your key target audience? Visitors and Resident Commuters
Where will your project take place? Estes Park Colorado and surrounding area
What is the general time-frame of your
project? (i.e. during the school year; on-
going throughout the year, etc.)
Annually from Memorial Day weekend to Mid-October.
Anticipates project funding will support 2 years of
implementation post-contract execution.
What are the KEY tasks of your project?
(Consider these measurements of progress –
what are the steps you’ll be taking to implement
your project?) List as many tasks as you see
necessary.
1: Transit Service Expansions – Request of Funds: $800,500
2: Transit Development Plan (TDP) Local & Regional
Recommendations $363,542
3: Transit Mobile Application – Request of Funds $50,000
Evaluation
How will you evaluate the effectiveness of
your program? (It is not acceptable to simply
say the project will be evaluated upon
completion – please provide as much information
as possible regarding the type of evaluation, the
type of data you’ll be collecting, how you’ll
collect and evaluate it, the time frame you’ll be
conducting evaluations, etc.)
Daily Passenger counts to measure year of year
increase/decrease.
Intercept surveys during period to measure end user
experience.
Transit Mobile Application statistics for ridership at
each stop and ridership stats from VIA Mobility
related to Regional Recommendations of Part 2 of
our grant application.
Evaluation Targets
Transit Service Hours Increase service hours to 15,120 by end of project
Transit Development Plan Complete Transit Development Plan by end of project and
present recommendations to Town and County staff
US34 Traveler Services Study and deploy pilot transit service on US34 between
Estes Park and Loveland by end of project.
TDM Services Digital Interface Develop and deploy web-based transit software by end of
project.
Partnerships
Please list any organization that is a pertinent
partner with you in this project (the project
could not go forward without this partnership).
Via Mobility for Transit Demand Management on US 34 &
Us 36 Corridors
RATPdev (Rocky Mountain Transit) for
operation/drivers/vehicle rental for our expanded
services.
GoNoCo34 for advertising and program exposure
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Exhibit A Page 27 of 41 Version: 11/2024
Budget Overview Costs
Federal Funds (82.79%) $ 1,214,042
Agency Local Match (17.21%) $ 252,370
Total Project Cost (federal plus local match) $ 1,466,412
*How will you make your local match? (check box) Cash ☒ In-kind ☐
Both ☐
What percentage of your local match is in-kind? (e.g., 100%, 75%, 0%, etc.)
*If you plan to use any in-kind, you must complete an in-kind request form prior to contracting.
0
Budget Details
(Provide a general description and the expense you expect to charge to this CMAQ program) Every
budget item must correspond to descriptions in your tasks so it’s clearly understood how you’ll use
your funds.
Equipment
Shuttle Rental for RATPDev $ 189,000
Vehicle Fuel $ 12,972.50
Consultants
Mobile App Development $ 50,000.00
Transit Service Expansion – RATPDev (Rocky Mountain Transit) $ 724,712.50
TDP Service Recommendations $ 326,725.00
US 34/36 Connections $ 163,002.00
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Exhibit B Page 28 of 41 Version: 11/2024
Exhibit B, Sample Option Letter
State Agency
[Insert Department's or IHE's Full Legal Name]
Grantee
[Insert Grantee's Full Legal Name, including "Inc.",
"LLC", etc.]
Grantee UEI
[Insert Grantee UEI]
Current Agreement Maximum Amount
Initial Term
Federal Funds
Maximum Amount (82.79%) [0.00]
Local Funds
Local Funds Amount (17.21%) [0.00]
Subaward Maximum Amount [0.00]
Option Letter Number
[Insert the Option Number (e.g. "1" for the first
option)]
Original Agreement Number
[Insert CMS number or Other Agreement Number of
the Original Agreement]
Option Agreement Number
[Insert CMS number or Other Agreement Number of
this Option]
Agreement Performance Beginning Date
[Month Day, Year]
Current Agreement Expiration Date
[Month Day, Year]
Options:
A. Option to extend for an Extension Term
Required Provisions:
1. For use with Option 1(A): In accordance with Section(s) [Number] of the Original Agreement
referenced above, the State hereby exercises its option for an additional term, beginning [Insert
start date] and ending on the current Agreement expiration date shown above, at the rates stated
in the Original Agreement, as amended.
Option Effective Date:
The effective date of this Option Letter is upon approval of the State Controller or [Enter date], whichever is
later.
STATE OF COLORADO
Jared S. Polis, Governor
[INSERT-Name of Agency or IHE]
[INSERT-Name & Title of Head of Agency or IHE]
______________________________________
By: [Name & Title of Person Signing for Agency or
IHE]
Date: _______________________
In accordance with §24-30-202, C.R.S., this Option
is not valid until signed and dated below by the
State Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:_____________________________________
[Name of Agency or IHE Delegate-Please delete if
agreement will be routed to OSC for approval]
Option Effective Date:_____________________
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Exhibit C Page 28 of 41 Version: 11/2024
Exhibit C, Federal Provisions
1. Applicability of Provisions.
1.1. The Grant 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 Grant, or any attachments
or exhibits incorporated into and made a part of the Grant, the provisions of these Federal
Provisions shall control.
These Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as
may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency
or institutions of higher education.
2. Definitions.
2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings
ascribed to them below. For a full list of definitions (as of October 1, 2024) under the Uniform
Guidance, see 2 CFR 200.1.
2.1.1. “Award” means an award of Federal financial assistance, and the Grant setting forth
the terms and conditions of that financial assistance, that a non-Federal Entity
receives or administers.
2.1.2. “Entity” means:
2.1.2.1. a non-federal entity;
2.1.2.2. a non-profit organization or for profit organization;
2.1.3. “Executive” means an officer, managing partner or any other employee in a
management position.
2.1.4. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a
Recipient as described in 2 CFR 200.1
2.1.5. “Grant” means the Grant to which these Federal Provisions are attached.
2.1.6. “Grantee” means the party or parties identified as such in the Grant to which these
Federal Provisions are attached. Grantee also means Subrecipient.
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2.1.7. “Non-Federal Entity” means a State, local government, Indian tribe, institution of
higher education, or nonprofit organization that carries out a Federal Award as a
Recipient or a Subrecipient.
2.1.8. “Nonprofit Organization” organization, that:
2.1.8.1. Is operated primarily for scientific, educational, service, charitable, or
similar purposes in the public interest;
2.1.8.2. Is not organized primarily for profit; and
2.1.8.3. Uses net proceeds to maintain, improve, or expand the organization’s
operations; and
2.1.8.4. Is not an IHE.
2.1.9. “OMB” means the Executive Office of the President, Office of Management and
Budget.
2.1.10. “Pass-through Entity” means a recipient or subrecipient that provides a Subaward to
a Subrecipient (including lower tier subrecipients) to carry out part of a Federal
program. The authority of the pass-through entity under this part flows through the
Subaward agreements between the pass-through entity and subrecipient.
2.1.11. “Recipient” means the Colorado State agency or institution of higher education
identified as the Grantor in the Grant to which these Federal Provisions are attached.
2.1.12. “Subaward” means an award provided by a pass-through entity to a Subrecipient to
contribute to the goals and objectives of the project by carrying out part of a Federal
award received by the pass-through entity. The term does not include payments to a
contractor, beneficiary or participant.
2.1.13. “Subrecipient” means an entity that receives a subaward from a pass-through entity
to carry out part of a Federal award. The term subrecipient does not include a
beneficiary or participant. A subrecipient may also be a recipient of other Federal
awards directly from a Federal agency. Subrecipient also means Grantee.
2.1.14. “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.
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2.1.15. “Total Compensation” means the cash and noncash dollar value an Executive earns
during the entity’s preceding fiscal year. This includes all items of compensation as
prescribed in 17 CFR 229.402(c)(2).
2.1.16. “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.
2.1.17. “Unique Entity ID” (UEI) is the universal identifier for federal financial assistance
applicants, as well as recipients and their direct subrecipients (first tier
subrecipients).
2.1.18. “Uniform Guidance” means the Office of Management and Budget Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards. 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.
3. Compliance.
3.1. Subrecipient shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, and
all applicable Federal Laws and regulations required by this Federal Award. 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,
at its discretion, may provide written notification to Subrecipient 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 Unique Entity ID Requirements.
4.1. SAM. Subrecipient must obtain a UEI but are not required to fully register in Sam.gov.
Subrecipient shall maintain the currency of its information in SAM until the Subrecipient
submits the final financial report required under the Award or receives final payment,
whichever is later. Subrecipient 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. Unique Entity ID. Subrecipient shall provide its Unique Entity ID to its Recipient, and shall
update Subrecipient’s information at http://www.sam.gov at least annually after the initial
registration, and more frequently if required by changes in Subrecipient’s information.
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5. Total Compensation.
5.1. Subrecipient 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 $30,000 or more;
and
5.1.2. In the preceding fiscal year, Subrecipient 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
Subawards 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
Subawards subject to the Transparency Act; and
5.1.2.3. 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.
6.1. Pursuant to the Transparency Act, Subrecipient shall report data elements to SAM and to the
Recipient as required in this Exhibit. No direct payment shall be made to Subrecipient for
providing any reports required under these Federal Provisions and the cost of producing such
reports shall be included in the Grant price. The reporting requirements in this Exhibit are
based on guidance from the OMB, and as such are subject to change at any time by OMB. Any
such changes shall be automatically incorporated into this Grant and shall become part of
Subrecipient’s obligations under this Grant.
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 $30,000 or more. If the initial Award is below $30,000 but subsequent Award
modifications result in a total Award of $30,000 or more, the Award is subject to the reporting
requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or
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more, but funding is subsequently de-obligated such that the total award amount falls below
$30,000, 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 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. Subrecipient shall report as set forth below.
8.1.1. To SAM. A Subrecipient shall report the following data elements in SAM for each
Federal Award Identification Number (FAIN) assigned by a Federal agency to a
Recipient no later than the end of the month following the month in which the
Subaward was made:
8.1.1.1. Subrecipient Unique Entity ID;
8.1.1.2. Subrecipient Unique Entity ID if more than one electronic funds transfer
(EFT) account;
8.1.1.3. Subrecipient parent’s organization Unique Entity ID;
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 Subrecipient’s Total Compensation of top 5 most
highly compensated Executives if the criteria in §4 above met.
8.1.2. To Recipient. A Subrecipient shall report to its Recipient, upon the effective date of
the Grant, the following data elements:
8.1.2.1. Subrecipient’s Unique Entity ID as registered in SAM.
9. Primary Place of Performance Information, including: Street Address, City, State, Country,
Zip code + 4, and Congressional District. Procurement Standards.
9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement
procedures which reflect applicable State, local, and Tribal laws and applicable regulations,
provided that the procurements conform to applicable Federal law and the standards
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identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through
200.327 thereof.
9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the extent
consistent with law, the non-Federal entity should, to the greatest extent practicable under
a Federal award, provide a preference for the purchase, acquisition, or use of goods,
products, or materials produced in the United States (including but not limited to iron,
aluminum, steel, cement, and other manufactured products). The requirements of this
section must be included in all subawards including all contracts and purchase orders for work
or products under this award.
9.3. 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
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.
9.4. Never contract with the enemy (2 CFR 200.215). Federal awarding agencies and recipients
are subject to the regulations implementing “Never contract with the enemy” in 2 CFR part
183. The regulations in 2 CFR part 183 affect covered contracts, grants and cooperative
agreements that are expected to exceed $50,000 during the period of performance, are
performed outside the United States and its territories, and are in support of a contingency
operation in which members of the Armed Forces are actively engaged in hostilities.
9.5. Prohibition on certain telecommunications and video surveillance equipment or services (2
CFR 200.216). Subrecipient is prohibited from obligating or expending loan or grant funds on
certain telecommunications and video surveillance services or equipment pursuant to 2 CFR
200.216.
10. Access to Records.
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10.1. A Subrecipient shall permit Recipient and its auditors to have access to Subrecipient’s records
and financial statements as necessary for Recipient to meet the requirements of 2 CFR
200.332 (Requirements for pass-through entities), 2 CFR 200.300 (Statutory and national
policy requirements) through 2 CFR 200.309 (Modification to period of performance), 2 CFR
200.337 (Access to Records) and Subpart F-Audit Requirements of the Uniform Guidance.
10.2. A Subrecipient must collect, transmit, and store information related to this Subaward in open
and machine-readable formats (2 CFR 200.336).
11. Single Audit Requirements.
11.1. If a Subrecipient expends $1,000,000 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 2 CFR 200.514 (Scope of audit), except when it elects to have a
program-specific audit conducted in accordance with 2 CFR 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 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 $1,000,000 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 Subpart F of the Uniform Guidance and ensure it is
properly performed and submitted when due in accordance with the Uniform
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Guidance. Subrecipient shall prepare appropriate financial statements, including the
schedule of expenditures of Federal awards in accordance with 2 CFR 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 Subpart F-Audit
Requirements.
12. Required Provisions for Subrecipient with Subcontractors.
12.1. In addition to other provisions required by the Federal Awarding Agency or the Recipient,
Subrecipients shall include all of the following applicable provisions;
12.1.1. For agreements with Subrecipients – Include the terms in the Grant Federal Provisions
Exhibit (this exhibit)
12.1.2. For contracts with Subcontractors – Include the terms in the Contract Federal
Provisions Exhibit.
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 200.415. 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. 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 Subrecipient 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.
15. Event of Default and Termination.
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15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the
Grant and the State of Colorado 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.
15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part as
follows:
15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-Federal Entity fails
to comply with the terms and conditions of a Federal Award;
15.2.2. By the Federal awarding agency or Pass-through Entity with the consent of the Non-
Federal Entity, in which case the two parties must agree upon the termination
conditions, including the effective date and, in the case of partial termination, the
portion to be terminated;
15.2.3. By the Non-Federal Entity upon sending to the Federal Awarding Agency or Pass-
through Entity written notification setting forth the reasons for such termination, the
effective date, and, in the case of partial termination, the portion to be terminated.
However, if the Federal Awarding Agency or Pass-through Entity determines in the
case of partial termination that the reduced or modified portion of the Federal Award
or Subaward will not accomplish the purposes for which the Federal Award was made,
the Federal Awarding Agency or Pass-through Entity may terminate the Federal Award
in its entirety; or
15.2.4. By the Federal Awarding Agency or Pass-through Entity pursuant to termination
provisions included in the Federal Award
16. Additional Federal Requirements.
16.1. Whistle Blower Protections
16.1.1. An employee of a subrecipient must not be discharged, demoted, or otherwise
discriminated against as a reprisal for disclosing to a person or body described in
paragraph (a)(2) of 41 U.S.C. 4712 information that the employee reasonably believes
is evidence of gross mismanagement of a Federal contract or grant, a gross waste of
Federal funds, an abuse of authority relating to a Federal contract or grant, a
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substantial and specific danger to public health or safety, or a violation of law, rule,
or regulation related to a Federal contract (including the competition for or
negotiation of a contract) or grant. The subrecipient must inform their employees in
writing of employee whistleblower rights and protections under 41 U.S.C. 4712. See
statutory requirements for whistleblower protections at 10 U.S.C. 4701, 41 U.S.C.
4712, 41 U.S.C. 4304, and 10 U.S.C. 4310.
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Exhibit D, ADDITIONAL 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 all activities
described 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 Reques t 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% thresho ld 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 c osts 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
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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. 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,” whichev er 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 forw arded 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:
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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
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 Agree ment 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
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 SUBRECIPIENT 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
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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 time ly 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. SUBRECIPIENT will be notified of any decisions made by CDOT.
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 provisio ns 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.
Docusign Envelope ID: E5089514-72B2-4035-95DB-FC0288A17494
Routing #: 25-HAA-ZL-00168
PO #: 491003870
Exhibit E Page 42 of 41 Version: 11/2024
Exhibit E-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 fed eral 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 environme ntal 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 adminis tration 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 contrac tor. If
Subrecipient allows contractors to withhold retainage from subcontractors, retainage shall be
released within 30 days from the date the work is satisfactorily completed.
Docusign Envelope ID: E5089514-72B2-4035-95DB-FC0288A17494