HomeMy WebLinkAbout2019 Resolution No. 064RESOLUTION NO. 64
SERIES OF 2019
A RESOLUTION AUTHORIZING THE CITY OF ENGLEWOOD, COLORADO,
TO ENTER INTO GRANT AGREEMENTS WITH THE COLORADO
DEPARTMENT OF TRANSPORTATION FOR THE 2020 ENGLEWOOD LIGHT
RAIL CORRIDOR AND URBAN NEXT STEP STUDY
WHEREAS, in November 2018, City Council approved Resolution No.24, Series 2018 authorizing
Community Development to submit an application to Denver Regional Council of Governments (DRCOG)
for a third round of Light Rail Corridor and Urban Center grant funding;
WHEREAS, in December 2018 the Community Development Department submitted the grant
application to DRCOG;
WHEREAS, in February 2019 DRCOG officially awarded $200,000 for the Next Step Study Grant
to the City of Englewood to fund the establishment of a Downtown Development Authority, which will
require an election in November of 2020, and the issuance of a professional services consulting contract to
assist with the implementation of the Englewood Light Rail Corridor Station Area Master Plan ("Master
Plan");
WHEREAS, the administration of the grant funds 1s through the Colorado Department of
Transportation ("COOT");
WHEREAS, the City will provide a local match in the amountof$41,575.00, for a total fund amount
of $241,575.00;
WHEREAS, the City's local match will come from the Community Development budget, line item
02-080l-54201;and
WHEREAS, COOT has begun using Grant Agreements in lieu of intergovernmental agreements
where projects meet the following criteria: 1.) projects that use federal funding, such as Surface
Transportation Block Grants, and 2.) projects that are for planning purposes only, and not for infrastructure
construction.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO, THAT:
Section 1. The Community Development Department is hereby authorized to enter into a Grant
Agreement with the Colorado Department of Transportation to accept $200,000 for funding of the
Englewood Light Rail Corridor Station Area Master Plan, including the establishment of a
Downtown Development Authority.
Section 2. The Mayor is authorized to sign this Resolution which approves entering into a Grant
Agreement for and on behalf of the City of Englewood and Englewood City Council.
ADOPTED AND APPROVED this 21 st day of October, 2019.
ATTEST:
s
I, Stephanie Carlile , C ity Clerk for the C ity of Englewood , Colorado , hereby certify
the above is a true copy of Resolution 64 , Series of 2019 .
State Agency
STATE OF COLORADO AGREEMENT
COVER PAGE
Agreement Number/PO Number
Department of Transportation 20-HTD-ZL-03058/491001997
Subrecipient Agreement Performance Beginning Date
CITY OF ENGLEWOOD The Effective Date
Initial Agreement Expiration Date
Subaward Agreement Amount December 31, 2021
Federal Funds Fund Expenditure End Date
Maximum Amount (82.79%) $200,000.00 December 31, 2021
Local Funds Agreement Authority
Local Match Amount $41,575.00 Authority to enter into this Agreement exists in
(17.21%) CRS §§43-1-106, 43-1-110, 43-1-117, 43-1-701,
$241,575.00 43-1-702 and 43-2-101{4){c), appropriated and
Agreement Total othetwise made available pursuant to the FAST
ACT, MAP-21, SAFETEA_LU, 23 USC §104
and 23 USC §149.
Agreement Purpose
Surface Transportation Block Grant program (STBG) promotes flexibility in State and local transportation
decisions and provides flexible funding to best address State and local transportation needs.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A-Statement of Work and Budget.
2. Exhibit B-Sample Option Letter.
3. Exhibit C -Federal Provisions.
4. Exhibit D -Additional Program Requirements.
5. Exhibit E -Title VI-Civil Rights.
In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such
conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:
1. Exhibit C -Federal Provisions, Exhibit D -Additional Program Requirements, and Exhibit E -Title
VI-Civil Rights.
2. Colorado Special Provisions in§ 18 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-Sample Option Letter.
Principal Repr!!sentatives
For the State; For Subrecipient:
Gail Hoffman John Voboril
Division of Transit and Rail CITY OF ENGLEWOOD
Colorado Dept. of Transportation 1000 ENGLEWOOD PARKWAY
2829 W. Howard Place ENGLEWOOD, CO 80110-2373
Denver, CO 80204 jvoboril@englewoodco.gov
Gail.hoffinah@state.co.us
Contract Number: 20-HID-ZL-03058/491001997 Page I of41 Version 1018
IGNATURE PAGE
THE PARTIES HERETO HA VE EXECUTED THIS AGREEMENT
Each person signi ng thi s Agreement represents and warrants that the s igner is duly auth orized to execute thi s
Agreement and to bin d the Party auth or izi ng such s ignature .
SUBREC IPIENT
CfTY OF ENG LEWOOD
By :
STATE OF COLORADO
Jared S. Polis , Govern or
Co lorado Departmen t of Tran sportation
Shoshana M. Lew, Executive Director
Date: __________ _
2nd State or Subrec ipient Signature if needed LEGAL REVIEW
Philip J. Weiser, Attorney Gen era l
By: Assista nt Attorney General
By: Print Name of Authorized Individual Date: -----------
Date: -----------
In accorda nce with §24-30-202, C.R.S ., thi s Agreement is not valid until signed a nd dated below by the State
Co nt roller or an authorized delegate .
STATE CO TROLL ER
Robe rt Jaro s, C PA , MBA , JD
By: Col orad o Depanm enl o f Transportati on
Effecti ve Dat e: ---------
Contract Number 20-HTD-ZL-03058/49100 I 997 Page 2 o f4 I Version IO I 8
TABLE OF CONTENTS
1. PARTIES ................................................................................................................................................ 3
2. IBRM AND EFFECTIVE DA TE .......................................................................................................... 3
3. DEFINITIONS ........................................................................................................................................ 4
4. STATEMENT OF WORK AND BUDGET ........................................................................................... 6
5. PAYMENTS TO SUBRECIPIENT ........................................................................................................ 6
6. REPORTING -NOTIFICATION ........................................................................................................... 8
7. SUBRECIPIENTRECORDS ................................................................................................................. 8
8. CONFIDENTIAL INFORMATION-STATE RECORDS .................................................................... 9
9. CONFLICTS OF INTEREST ............................................................................................................... 10
10. INSURANCE ........................................................................................................................................ I 1
I I. BREACH OF AGREEI\1ENT ............................................................................................................... 12
12. REMEDIES ........... : ............................................................................................................................... 12
13. DISPUTE RESOLUTION .................................................................................................................... 13
14. NOTICES and REPRESENTATIVES .................................................................................................. 14
15. RIGHTS IN WORK PRODUCT AND OTIIER INFORMATION ...................................................... 14
16. STATEWIDE CONTRACTMANAGEI\1ENT SYSTEM ................................................................... 14
17. GENERAL PROVISIONS ..................................................................................................................... 15
18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ..................................... 17
1. PARTIES
This Agreement is entered into by and between Subrecipient named on the Cover Page for this Agreement (the
"Subrecipient"), and the_ ST A TE OF COLORADO acting by and through the State agency named on the Cover
Page for this Agreement (the "State"). Subrecipient and the State agree to the terms and conditions in this
Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be
expended by the Fund Expenditure End Date shown on the Cover Page for this Agreement. The State shall
not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to
pay Subrecipient for any Work performed or expense incurred before the Effective Date, except as described
in §5.D, or after the Fund Expenditure End Date.
B. Initial Term
The Parties' respective perfonnances under this Agreement shall commence on the Agreement Performance·
Beginning Date shown on the Cov~r Page for this Agreement and shall terminate on the Initial Agreement
Expiration Date shown on the Cover Page for this Agreement (the ''Initial Tenn") unless sooner terminated
or further extended in accordance with the terms of this Agreement.
C. Extension Tenns -State's Option
The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the
Initial Term for a period, or for successive periods, of 1 year or less at the same rates and under the same
terms specified in this Agreement (each such period an "Extension Tenn"). In order to exercise this option,
the State shall provide written notice to Subrecipient in a form substantially equivalent to the Sample Option
Letter attached to this Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at
its discretion, upon written notice to Subrecipient as provided in §14, may unilaterally extend such Initial
Tenn or Extension Tenn for a period not to exceed 2 months (an "End of Term Extension"), regardless of
whether additional Extension Tenns are available or not. The provisions of this Agreement in effect when
such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension
shall automatically terminate upon execution of a replacement Agreement or modification extending the total
term of this Agreement.
Contract Number: 20-HTD-ZL-03058/491001997 Page 3 of4I Version 1018
E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as determined
by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the
State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this
Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for
convenience. This subsection shall not apply to a termination of this Agreement by the State for breach by
Subrecipient, which shall be governed by §12.A.i.
i. Method and Content
The State shall notify Subrecipient of such termination in accordance with §14. The notice shall specify
the effective date of the termination and whether it affects all or a portion of this Agreement, and shall
include, to the extent practicable, the public interest justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Subrecipient shall be subject
to the rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Subrecipient an amount
equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the
percentage of Work satisfactorily completed and accepted, as determined by the State, less payments
previously made. Additionally, ifthis Agreement is less than 60% completed, as determined by the State,
the State may reimburse Subrecipient for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Subrecipient which are directly attributable to the
uncompleted portion of Subrecipient's obligations, provided that the sum of any and all reimbursement
shall not exceed the maximum amount payable to Subrecipient hereunder.
F. Subrecipient's Termination Under Federal Requirements
Subrecipient may request termination of this Agreement by sending notice to the State, or to the Federal
A warding Agency with a copy to the State, which includes the reasons for the termination and the effective
date of the termination. If this Agreement is terminated in this manner, then Subrecipient shall return any
advanced payments made for work that will not be performed prior to the effective date of the termination.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Agreement" means this subaward agreement, including all attached Exhibits, all documents incorporated
by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award.
The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of
the Federal Award specifically indicate otherwise.
C. "Breach of Agreement" means the failure ofa Party to perform any of its obligations in accordance with
this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings
under any bankruptcy, insolvency, reorganization or similar law, by or against Subrecipient, or the
appointment of a receiver or similar officer for Subrecipient or any of its property, which is not vacated or
fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If
Subrecipient is debarred or suspended under §24-109-105, C.RS. at any time during the term of this
Agreement, then such debarment or suspension shall constitute a breach.
D. "Budget" means the budget for the Work described in Exhibit A.
E. "Business Day" means any day 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.
F. "CORA" means the Colorado Open Records Act, § §24-72-200.1, et. seq., C.R.S.
G. "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State
Controller or designee, as shown on the Signature for this Agreement.
Contract Number: 20-HTD-ZL-03058/49!001997 Page4of41 Versi on 1018
H. "End of Term Extension" means the time period defined in §2.D.
I. "Exhibits" means the exhibits and attachments included with this Contract as shown on the Cover Page for
this Contract.
J. "Extension Term" means the time period defined in §2.C.
K. "Federal Award" means an award of Federal financial assistance or a cost-reimbursement contract, under
the Federal Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the
Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal
Award. The t~rm does not include payments to a Subrecipient or payments to an individual that is a
beneficiary of a Federal program.
L. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. Federal
Highway Administration (FHW A) is the Federal Awarding Agency for the Federal Award which is the
subject of this Agreement.
M. "FHW A" means Federal Highway Administration.
N. "Goods" means any movable material acquired, produced, or delivered by Subrecipient as set forth in this
Agreement and shall include any movable material acquired, produced, or delivered by Subrecipient in
connection with the Services.
0. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made
available for payment by the State under this Agreement.
P. "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat of the
unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or
information resources of the State, which are included as part of the Work; as described in §§24-37.5-401
et. seq. C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a
State system or State Information regardless of where such information is located; (ii) unwanted disruption
or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv)
changes to State system hardware, firmware, or software ch~acteristics without the State's knowledge,
instruction, or consent.
Q. "Initial Term" means the time period defined in §2.B.
R. "Matching Funds" (Local Funds, or Local Match) means the funds provided Subrecipient as a match
required to receive the Grant Funds and includes in-kind contribution.
S. "Party" means the State or Subrecipient, and "Parties" means both the State and Subrecipient.
T. "PII" means personally identifiable infonnation 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-SO 1, C.R.S.
U. "Recipient" means the State agency shown on the Signature and Cover Page of this Agreement, for the
purposes of this Federal Award.
V. "Services" means the services to be performed by Subrecipient as set forth in this Agreement and shall
include any services to be rendered by Subrecipient in connection with the Goods.
W. "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 imbject
to disclosure under CORA. St!lte 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 tµe State to Subrecipient which (i) is subject to disclosure
pursuant to CORA; (ii) is already known to Subrecipient without restrictions at the time of its disclosure to
Subrecipient; (iii) is or subsequently becomes publicly available without breach of any obligation owed by
Subrecipient to the State; (iv) is disclosed to Subrecipient, without confidentiality obligations, by a third
party who has the right to disclose such information; or (v) was independently developed without reliance
on any State Confidential Information.
X . "State Fiscal Rules'' means that fiscal rules promulgated· by the Colorado State Controller pursuant to §24-
30-202( 13)(a), C.RS.
Contract Number: 20-HTD-ZL-03058/4910019 97 Page 5 of 41 Version 1018
Y. "State Fiscal Year" means a 12-month period beginning on July I of each calendar year and ending on
June 30 of the following calendar year. If a single calendar year follows the tenn, then it means the State
Fiscal Year ending in that calendar year.
Z. "State Records" means any and all State data, infonnation, and records, regardless of physical form,
including, but not limited to, infonnation subject to disclosure under CORA.
AA. "Subcontractor" means third-parties, if any, engaged by Subrecipient to aid in performance of the Work.
"Subcontractor" also includes sub-recipients of grant funds.
BB. ''Subrecipient" means a non-Federal entity that receives a sub-award from a Recipient to carry out part of
a Federal program but does not include an individual that is a beneficiary of such program. A Subrecipient
may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. For the
purposes of this Agreement, Contractor is a Subrecipient.
CC. "Uniform Guidance" means the Office ofManagement and Budget Unifonn Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly
known as the "Super Circular, which supersedes requirements from 0MB Circulars A-21, A-87, A-110, A-
122, A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up.
DD. "Work" means the Goods delivered and Services performed pursuant to this Agreement.
EE. "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,
infonnation, and any other results of the Work. "Work Product" does not include any material that was
developed prior to the Effective Date that is used, without modification, in the performance of the Work.
Any other tenn 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 AND BUDGET
Subrecipient shall complete the Work as described in this Agreement and in accordance with the provisions of
Exhibit A. The State shall have no liability to compensate Subrecipient for the delivery of any goods or the
performance ofany services that are not specifically set forth in this Agreement.
5. PAYMENTS TO SUBRECIPIENT
A. Maximum Amount.
Payments to Subrecipient are limited to the unpaid, obligated balance of the Grant Funds. The State shall not
pay Subrecipient any amount under this Agreement that exceeds the Agreement Maximum shown on Cover
Page of this Agreement.
B. Payment Procedures.
1. Invoices and Payment
a. The State shall pay Subrecipient in the amounts and in accordance with the schedule and other
conditions set forth in Exhibit A.
b. Subrecipient shall initiate payment requests by invoice to the State, in a form and manner approved
by the State.
c. The State shall pay each invoice within 45 days following the State's receipt of that invoice, so long
as the amount invoiced correctly represents Work completed by Subrecipient and previously
accepted by the State during the tenn that the invoice covers. If the State determines that the amount
of any invoice is not correct, then Subrecipient shall make all changes necessary to correct that
invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables
provided under this Agreement.
ii. Interest
Amounts not paid by the State within 45 days of the State's acceptance of the invoice shall bear interest
on the unpaid balance beginning on the 45th day at the rate of 1 % per month, as required by §24-30-
202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts
that the State disputes in writing. Subrecipient shall invoice the State separately for accrued interest on
Contract Number: 20-HTD-ZL-03058/49 LOO 1997 Page 6 of41 Version 1018
delinquent amounts, and the invoice shall reference the delinquent payment, the number of day's interest
to be paid and the interest rate.
iii. Payment Disputes
If Subrecipient disputes any calculation, determination or amount of any payment, Subrecipient shall
notify the State in writing of its dispute within 30 days following the earlier to occur of Subrecipient's
receipt of the payment or notification of the determination or calculation o f the payment by the State.
The State will review the _.information presented by Subrecipient and may make changes to its
determination based on this review. The calculation, determination or paymentamount that results from
the State's review shall not be subject to additional dispute under this subsection. No payment subject to
a dispute under this subsection shall be due until after the State has concluded its review, and the State
shall not pay any interest on.any amount during the period it is subject to dispute under this subsection.
iv. Available Funds-Contingency-Termination.
The State· is prohibited by Jaw from making commitments beyond the term of the current State Fiscal
Year. Payment to Subrecipient beyond the current State Fiscal Year is contingent on the appropriation
and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special
Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant
Funds, the State's obligation to pay Subrecipient shall be contingent upon such .non-State funding
continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be
made only from Grant Funds, and the State's liability for such payments shall be limited to the amount
remaining of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become
unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in
whole or in part, without incµrring further liability. The State shall, however, remain obligated to pay
for Services and Goods that are delivered and accepted prior to the effective date ofnotice of termination,
and this termination shall otherwise be treated as if this Agreement were terminated in the public interest
as described in §2.E .
v . Federal Recovery
The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State
to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance
recovery is to be made within the Record Retention Period, as defined below.
C. Matching Funds
Subrecipient shall provide Matching Funds as provided in §5.A. and Exhibit A. Subrecipient shall have raised
the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status
of such funds upon request. Subrecipient's obligation to pay all or any part of any matching funds , whether
direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement
by the authorized representatives of Subrecipient and paid into Subrecipient's treasury or bank account.
Subrecipient represents to the State that the amount designated "Subrecipient's Matching Funds" in Exhibit
A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid
into its treasury or bank account. Subrecipient does not by this Agreement irrevocably pledge present cash
reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal
year debt of Subrecipient. Subrecipient shall not pay or be liable for any claimed interest, late charges, fees,
taxes or penalties of any nature, except as required by Subrecipient's laws or policies
D. Reimbursement ofSubrecipient Costs.
The State shall reimburse Subrecipient's allowable costs, not exceeding the maximum total amount described
in Exhibit A and §5 for all allowable costs described in this Agreement and shown in the Budget, except that
Subrecipient may adjust the amounts between each line item of the Budget without formal modification to
this Agreement as long as the Subrecipient provides notice to the State of the change, the change does not
modify the total maximum amount of this Agreement or the maximum amount for any state or federal fiscal
year, and the change does not modify any requirements of the Work. The State shall reimburse Subrecipient
for the federal share of properly documented allo wable costs related to the Work after review and approval
thereof, s ubject to the provisions of this Agreement and Exhibit A . However, any costs incurred by
Subrecipient prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs
and indication that the Federal Award funding is retroactive. Subrecipient's costs for Work performed after
the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any
phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State
shall only reimburse allowable costs described in this Agreement and shown in the Budget ifthose costs are:
Contract Number: 20-HTD-ZL-03058/49100 I 997 Page7 of41 Version 1018
i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and
ii. Equal to the actual net cost to Subrecipient (i.e. the price paid minus any items of value received by
Subrecipient that reduce the cost actually incurred).
E. Use of Funds, Budget Adjustments
Grant Funds shall be used only for eligible costs identified herein and/or in the Budget. Subrecipient may
adjust budgeted expenditure amounts up to 10% between activities of said Budget without approval of the
State. Budget adjustments to activities exceeding 10% but less than 24.99% must be submitted in advance of
actual cost and receive written State approval, which approval may be transmitted informally by email or
such other means that does not rise to the level of an amendment to this Agreement. A budget revision of
Exhibit A will be issued by the State with any such adjustment. Adjustments in excess of 24.99% for any
activity shall be authorized by the State in an amendment to this Agreement which may also require an
amendment to Exhibit A. Budget adjustments shall not increase the State's total consideration beyond the
maximum amount shown herein without an amendment to this Agreement.
F. Close-Out.
Subrecipient shall close out this Award within 45 days after the Fund Expenditure End Date shown on the
Signature and Cover Page for this Agreement. To complete close-out, Subrecipient shall submit to the State
all deliverables (including documentation) as defined in this Agreement and Subrecipient's final
reimbursement request or invoice. The State will withhold 5% ofallowable 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 Fund Expenditure End Date shown on the
Signature and Cover Page for this Agreement due to Subrecipient's failure to submit required documentation,
then Subrecipient may be prohibited from applying for new Federal Awards through the State until such
documentation is submitted and accepted.
6. REPORTING -NOTIFICATION
A. Quarterly Reports.
In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any Agreement having
a term longer than 3 months, Subrecipient shall submit, on a quarterly basis, a written report specifying
progress made for each specified performance measure and standard in this Agreement. Such progress report
shall be in accordance with the procedures developed and prescribed by the State.
B. Litigation Reporting
If Subrecipient is served with a pleading or other document in connection with an action before a court or
other administrative decision making body, and such pleading or document relates to this Agreement or may
affect Subrecipient's ability to perform its obligations under this Agreement, Subrecipient shall, within IO
days after being served, notify the State of such action and deliver copies of such pleading or document t o
the State's principal representative identified in §14.
C. Performance and Final Status
Subrecipient shall submit all financial, performance and other reports to the State no later than 45 calendar
days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term
exercised by the State, containing an evaluation and review ofSubrecipient's performance and the final status
of Subrecipient's obligations hereunder.
D. Violations Reporting
Subrecipient shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all
violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting
the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance
allowed under 2 CPR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or
debarment.
7. SUBRECIPIENT RECORDS
A. Maintenance
Subrecipient shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file
of all records, documents, communications, notes and other written materials, electronic media files, and
Contract Number: 20-HTD-ZL-03058/491001997 Page 8 of41 Version 1018
communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited
to the operation of programs) or Goods hereunder. Subrecipient shall maintain such records for a period (the
"Record Retention Period") of three years following .the date of submission to the State of the final
expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each
quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before
expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation,
claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency.
The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may
notify Subrecipient in writing that the Record Retention Period shall be extended. For records for real
property and equipment, the Record Retention Period shall extend three years following final disposition of
such property.
B. Inspection
Subrecipient shall permit the State to audit, inspect, examine, excerpt, copy and transcribe Subrecipient
Records during the Record Retention Period. Subrecipient shall make Subrecipient Records available during
normal business hours at Subrecipient's office or pJace of business, or at other mutually agreed upon times
or locations, upon no fewer than 2 Business Days' notice from the. State, unless the State determines that a
shorter period of notice, or no notice, is necessary to protect the interests of the State. ·
C. Monitoring
The State will monitor Subrecipient's performance of its obligations under this Agreement using procedures
as determined by the State. The federal government and any other duly authorized agent of a governmental
agency, in its discretion, may monitor Subrecipient's performance of its obligations under this Agreement
using procedures as determined by that governmental entity. Subrecipient shall allow the State to perform all
monitoring required by the Uniform Guidance, based on the State's risk analysis of Subrecipient and this
Agreement. The State shall have the right, in its sole discretion, to change its monitoring procedures and
requirements at any time during the term of this Agreement. The State shall monitor Subrecipient's
performance in a manner that does not unduly interfere with Subrecipient's performance of the Work.
D. Final Audit Report
Subrecipient shall promptly submit to the State a copy of any final audit report of an audit performed on
Subrecipient's records that relates to or affects this Agreement -or the Work, whether the audit is conducted
by Subrecipient or a third party. Additionally, if Subrecipient is required to perform a single audit under 2
CFR 200,501, et. seq., then Subrecipient shall submit a copy of the results of that audit to the State within
the same timelines as the submission to the federal government.
8. CONFIDENTIAL INFORMATION -STATE RECORDS
A. Confidentiality
Subrecipient shall keep confidential, and cause all Subcontractors to keep confidential, all State Records,
unless those State Records are publicly available. Subrecipient shall not, without prior written approval of
the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State
Records, except as otherwise stated in this Agreement, permitted by law or·approved in Writing by the State.
Subrecipient shall provide for the security of all State Confidential Information in accordance with all policies
promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies,
publications, and guidelines. If Subrecipient or any of its Subcontractors will or may receive the following
types of data, Subrecipient or its Subcontractors shall provide for the security of such data. Subrecipient shall
immediately forward any request or demand for State Records to the State's principal representative.
B. Other Entity Access and Nondisclosure Agreements
Subrecipient may provide State Records to its agents, employees, assigns and Subcontractors as necessary to
perform the Work, but shall restrict access to State Confidential Information to those agents, employees,
assigns and Subcontractors who require access to perform their obligations under this Agreement.
Subrecipient shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing
nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure
provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State
Confidential Information. Subrecipient shall provide copies of those signed nondisclosure provisions to the
State upon execution of the nondisclosure provisions.
Contract Number : 20-fITD-ZL-03058/491001997 Page 9 of41 Version l018
C. Use, Security, and Retention
Subrecipient 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. Subrecipient
shall provide the State with access, subject to Subrecipient's reasonable security requirements, for purposes
of inspecting and monitoring access and use of State Confidential Information and evaluating security control
effectiveness. Upon the expiration or termination of this Agreement, Subrecipient shall return State Records
provided to Subrecipient or destroy such State Records and certify to the State that it has done so, as directed
by the State. If Subrecipient is prevented by law or regulation from returning or destroying State Confidential
Information , Subrecipient warrants it will guarantee the confidentiality of, and cease to use, such State
Confidential Information.
D. Incident Notice and Remediation
If Subrecipient becomes aware of any Incident, it shall notify the State immediately and cooperate with the
State regarding recovery, remediation, and the necessity to involve law enforcement, as detennined by the
State. Unless Subrecipient can establish that none of Subrecipient or any of its agents, employees, assigns or
Subcontractors are the cause or source of the Incident, Subrecipient shall be responsible for the cost of
notifying each person who may have been impacted by the Incident. After an Incident, Subrecipient shall
take steps to reduce the risk of incurring a similar type oflncident in the future as directed by the State, which
may include, but is not limited to, developing and implementing a remediation plan that is approved by the
State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole
discretion and Subrecipient shall make. all modifications as directed by the State. If Subrecipient cannot
produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such
analysis and produce a remediation plan, and Subrecipient shall reimburse the State for the reasonable costs
thereof.
E. Safeguarding Pll
If Subrecipient or any of its Subcontractors will or may receive PII under this Agreement, Subrecipient shall
provide for the security of such Pll, in a manner and fonn acceptable to the State, including, without
limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer
access security, data access security, data storage encryption, data transmission encryption, security
inspections, and audits. Subrecipient shall be a "Third-Party Service Provider" as defined in §24-73-
103( l )(i), C .R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et s eq.,
C.R.S.
9. CONFLICTS OF INTEREST
A . Actual Conflicts of Interest
Subrecipient shall not engage in any business or activities or maintain any relationships that conflict in any
way with the full perfonnance of the obligations of Subrecipient under this Agreement. Such a conflict o f
interest would arise when a Subrecipient or Subcontractor's employee, officer or agent were to offer or
provide any tangible personal benefit to an employee of the State, or any member of his or her immediate
family or his or her partner, related to the award of, entry into or management or oversight of this Agreement.
B. Apparent Conflicts ofinterest
Subrecipient acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest
shall be hannful to the State's interests. Absent the State's prior written approval, Subrecipient shall refrain
from any practices, activities or relationships that reasonably appear to be in conflict with the full
performance of Subrecipient's obligations under this Agreement.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Subrecipient is un certain whether a conflict or the
appearance of a conflict has arisen, Subrecipient shall submit to the State a disclosure statement setting forth
the relevant details for the Sta te 's consideration. Failure to promptly submit a disclosure statement or to
follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this Agreement.
Contra ct Number: 20-HTD-ZL-03058/4910 0 1997 Page 10 of41 Version 1018
10. INSURANCE
Subrecipient shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance
as specified in this section at all times during the term of this Agreement. All insurance policies required by this
Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by
the State.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability insurance covering
all Subrecipient or Subcontractor employees acting within the course and scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage, independent
subrecipients, products and completed operations, blanket contractual liability, personal injury, and
advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
tv. $50,000 any l fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned , hired and non-owned autos) with a
minimum limit of $1,000,000 each accident combined single limit.
D. Additional Insured
The State shall be named as additional insured on all commercial general liability policies (leases and
construction contracts require additional insured coverage for completed operations) required ofSubrecipient
and Subcontractors.
E. Primacy of Coverage
Coverage required of Subrecipient and each Subcontractor shall be primary over any insurance or self-
insurance program carried by Subrecipient or the State.
F. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or non-renewal, except
for cancellation based on non-payment of premiums, without at least 30 days prior notice to Subrecipient and
Subrecipient shall forward such notice to the State in accordance with §14 within 7 days of Subrecipient's
receipt of such notice.
G. Subrogation Waiver
All commercial insurance policies secured or maintained by Subrecipient or its Subcontractors in relation to
this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under
subrogation or otherwise against Subrecipient or the State, its agencies, institutions, organizations, officers,
agents, employees, and volunteers.
H. Public Entities
If Subrecipient is a."public entity" within the meaning of the Colorado Governmental Immunity Act, §24-
10-101, et s eq., C.R.S. (the "GIA"), Subrecipient shall maintain, in lieu of the liability insurance requirements
stated ab ove, at all times during the term of this Agreement such liability insurance, by commercial policy or
self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within
the meaning of the GIA, Subrecipient shall ensure that the Subcontractor maintain at all times during the
terms ofthis,Subrecipient, in lieu of the liability insurance requirements stated above, such liability insurance,
by commercial policy or self-insurance, as is necessary to me et the Subcontractor's obligations un der the
GIA.
I. Certificates
For each commercial insurance plan provided by Subrecipient under this Agreement, Subrecipient shall
provide to the State certificates evidencing Subrecipient's insurance coverage required in this Agreement
Conttact Number: 20-HIB-ZL-03058/491001997 Page II of4I Versio n l018
within 7 Business Days following the Effective Date. Subrecipient shall provide to the State certificates
evidencing Subcontractor insurance coverage required under this Agreement within 7 Business Days
following the Effective Date, except that, if Subrecipient's subcontract is not in effect as of the Effective
Date, Subrecipient shall provide to the State certificates showing Subcontractor insurance coverage required
under this Agreement within 7 Business Days following Subrecipient's execution of the subcontract. No later
than 15 days before the expiration date ofSubrecipient's or any Subcontractor's coverage, Subrecipient shall
deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the
tenn of this Agreement, upon request by the State, Subrecipient shall, within 7 Business Days following the
request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions
of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach 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 immediately terminate this Agreement in whole or in part or institute any
other remedy in this Agreement in order to protect the public interest of the State; or if Subrecipient is
debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure
period and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement
as of the date that the debarment or suspension takes effect.
12. REMEDIES
A. State's Remedies
If Subrecipient is in breach under any provision of this Agreement and fails to cure such breach, the State,
following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in
addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the
remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach
In the event ofSubrecipient's uncured breach, the State may terminate this entire Agreement or any part
of this Agreement. Additionally, ifSubrecipient fails to comply with any terms of the Federal Award,
then the State may, in its discretion or at the direction of a Federal Awarding Agency, terminate this
entire Agreement or any part of this Agreement. Subrecipient shall continue performance of this
Agreement to the extent not terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Subrecipient shall not incur further obligations or
render further performance past the effective date of such notice, and shall terminate outstanding
orders and subcontracts with third parties . However, Subrecipient shall complete and deliver to the
State all Work not cancelled by the termination notice, and may incur obligations as necessary to do
so within this Agreement's terms. At the request of the State, Subrecipient shall as sign to the State
all ofSubrecipient's rights, title, and interest in and to such terminated orders or subcontracts. Upon
termination, Subrecipient shall take timely, reasonable and necessary action to protect and preserve
property in the possession of Subrecipient but in which the State has an interest. At the State's
request, Subrecipient shall return materials owned by the State in· Subrecipient's possession at the
time of any termination. Subrecipient shall deliver all completed Work Product and all Work
Product that was in the process of completion to the State at the State's request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Subrecipient for accepte d Work
received as of the date of termination. If, after termination by the State, the State agrees that
Subrecipient was not in breach or that Subrecipient's action or inaction was excusable, such
termination shall be treated as a termination in the public interest, and the rights and obligations of
the Parties shall be as if this Agreement had been terminated in the public interest under §2.E.
Contract Number: 20-HTD-ZL-03058/4910019 97 Page 12of41 Version 1018
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Subrecipient shall remain liable to the State
for any damages sustained by the State in connection with any breach by Subrecipient, and the State
may withhold payment to Subrecipient for the purpose of mitigating the State's damages until such
time as the exact amount of damages due to the State from Subrecipient is determined. The State
may withhold any amount that may be due Subrecipient as the State deems necessary to protect the
State against loss including, without limitation, loss as a result of outstanding liens and excess costs
incurred by the State in procuring from third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
Suspend Subrecipient's performance with respect to all or any portion of the Work pending
corrective action as specified by the State without entitling Subrecipient to an adjustment in price
or cost or an adjustment in the performance schedule. Subrecipient shall promptly cease performing
Work and incurring costs in accordance with the State's directive, and the State shall not be liable
for costs incurred by Subrecipient after the suspension of performance.
b. Withhold Payment
Withhold payment to Subrecipient until Subrecipient corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Subrecipient's actions or inactions, cannot be
performed or if they were performed are reasonably of no value to the state; provided, that 'any
denial of payment shall be equal to the value of the obligations not performed.
d. Removal
Demand immediate removal of any of Subrecipient' s employees, agents, or Subcontractors from the
Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise
unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary
to the public interest or the State's best interest.
e. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any Work is likely to
infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Subrecipient
shall, as approved by the State (i) secure that right to use such Work for the State and Subrecipient;
(ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing;
or, (iii) remove any infringing Work and refund the amount paid for such Work to the State.
B. Subrecipient's Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach, Subrecipient,
following the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies
available at law and equity.
13. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement
which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior
departmental management staff member designated by the State and a senior manager designated by
Subrecipient for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Subrecipient
shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State
Agency named on the Cover Page of this Agreement as described in §24-101-301(30), C.R.S. for resolution
following the same resolution of controversies process as described in §§24-106-109, and 24-109-101.1
through 24-109-505, C.R.S., (the "Resolution Statutes"), except that ifSubrecipient wishes to challenge any
Contract Number: 20-HTD-ZL-03058/49 IO0 1997 Page 13 of41 Version 1018
decision rendered by the Procurement Official, Subrecipient's challenge shall be an appeal to the executive
director of the Department of Personnel and Administration, or their delegate, in the same manner as
described in the Resolution Statutes before Subrecipient pursues any further action. Except as otherwise
stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation,
time limitations regardless of whether the Colorado Procurement Code applies to this Agreement.
14. NOTICES and REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the
principal representative of the designating Party. All notices required or permitted to be given under this
Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or
registered mail to such Party's principal representative at the address set forth below or (q as an email with read
receipt requested to the principal representative at the email address, if any, set forth on the Cover Page for this
Agreement. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the
Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by
hand with receipt required or by certified or registered mail to such Party's principal representative at the address
set forth on the Cover Page for this Agreement. Either Party may change its principal representative or principal
representative contact information, or may designate specific other individuals to receive certain types of notices
in addition to or in lieu of a principal representative, by notice submitted in accordance with this section without
a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective
upon delivery of the written notice.
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Subrecipient agrees to provide to the State a royalty-free, non-exclusive and irrevocable license to reproduce
publish or otherwise use and to authorize others to use the Work Product described herein, for the Federal
Government and State purposes. All Work Product shall be delivered to the State by Subrecipient upon
completion or termination hereof.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, State
software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials,
data and information shall be the exclusive property of the State (collectively, "State Materials").
Subrecipient shall not use, willingly allow, cause or permit Work Product or State Materials to be used for
any purpose other than the performance of Subrecipient's obligations in this Agreement without the prior
written consent of the State. Upon termination of this Agreement for any reason, Subrecipient shall provide
all Work Product and State Materials to the State in a form and manner as directed by the State.
C. Exclusive Property of Subrecipient
Subrecipient retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or
licensed to Subrecipient including, but not limited to, all pre-existing software, licensed products, associated
source code, machine code, text images, audio and/or video, and third-party materials, delivered by
Subrecipient under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable
(collectively, "Subrecipient Property"). Subrecipient Property shall be licensed to the State as set forth in this
Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained
by the State from the applicable third-party vendor, or (iii) in the case of open source software, the license
terms set forth in the applicable open source license agreement.
16. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Subrecipient under this Agreement is $100,000 or greater, either on the
Effective Date or at any time thereafter, this section shall apply. Subrecipient agrees to be governed by and comply
with the provisions of §§24-106-103, 24-102-206, 24-106-106, and 24-106-107, C.R.S. regarding the monitoring
of vendor performance and the reporting of Agreement performance information in the State's Agreement
management system ("Contract Management System" or "CMS"). Subrecipient's performance shall be subject
to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes
governing CMS, and State Fiscal Rules and State Controller policies.
Contract Number: 20-HTD-ZL-03058/491001997 Page 14of4I Version 1018
17. GENERAL PROVISIONS
A. Assignment
Subrecipient's rights and obligations under this Agreement are personal and may not be transferred or
assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such
consent shall be void. Any assignment or transfer of Subrecipient's rights and obligations approved by the
State shall be subject to the provisions of this Agreement.
B. Subcontracts
Subrecipient shall not enter into any subcontract in connection with its obligations under this Agreement
without providing notice to the State. The State may reject any such Subcontractor, and Subrecipient shall
terminate any subcontract that is rejected by the State and shall not allow any Subcontractor to perform any
work after that Subcontractor's subcontract has been rejected by the State. Subrecipient shall submit to the
State a copy of each such subaward or subcontract upon request by the State. All subawards and subcontracts
entered into by Subrecipient in connection with this Agreement shall comply with all applicable federal and
state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall
be subject to all provisions of this Agreement. If the entity with whom Subrecipient enters into a subcontract
or subaward would also be considered a Subrecipient, then the subcontract or subaward entered into by
Subrecipient shall also contain provisions pennitting both Subrecipient and the State to perform all
monitoring of that Subcontractor in accordance with the Uniform Guidance.
C. Binding Effect
Except as otherwise provided in §17.A., all provisions of this Agreement, including the benefits and burdens,
shall extend to and be binding upon the Parties' respective successors and assigns.
D . Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
performance of such Party!s obligations have been duly authorized.
E. Captions and References
The captions and headings in this Agreement are for convenience ofreference only, and shall not be used to
interpret; define, or limit its provisions. All references in this Agreement to sections (whether spelled out or
using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections,
exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted.
F . Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed
to be an original, but all of which, taken together, shall constitute one and the same agreement.
G . Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties related to the
Work, and all prior representations and understandings related to the Work, oral or written, are merged into
this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not
have any force or effect whatsoever, unless embodied herein.
H. Digital Signatures
If any signatory signs this agreement using a digital signature in accordance with the Colorado State
Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under
the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system
through which that signatory signed shall be incorporated into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective
if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with
applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other
than Agreement amendments, shall conform to the policies issued by the Colorado State Controller.
J . Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority
shall be interpreted to refer to such authority then current, as may have been changed or amende(\since the
Effective Date of this Agreement.
Contract Number: 20-HTD-ZL-03058/491001997 Page 15 of41 Version 1018
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in
any tenns, conditions, or agreements appearing on Subrecipient's or a Subcontractor's website or any
provision incorporated into any click-through or online agreements related to the Work unless that provision
is specifically referenced in this Agreement.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force ai;td effect, provided
that the Parties can continue to perfonn their obligations under this Agreement in accordance with the intent
of this Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this
Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other
Party.
N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal
Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales
and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number
98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of
whether any political subdivision of the state imposes such taxes on Subrecipient. Subrecipient shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that Subrecipient may wish
to have in place in connection with this Agreement.
0 . Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §17.A., this Agreement does not and is
not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement
of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or
benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not
create any rights for such third parties.
P. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit
or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,
power, or privilege preclude any other or further exercise of such right, power, or privilege.
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and standards
required under §24-106-107, C.R.S., if any, are subject to public release through the CORA.
R. Standard and Manner of Performance
Subrecipient shall perform its obligations under this Agreement in accordance with the highest standards of
care, skill and diligence in Subrecipient's industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations.
Subrecipient shall secure, prior to the Effective Date, and maintain at all times during the term of this
Agreement, at its sole expense, aU licenses, certifications, permits, and other authorizations required to
perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors
secure and maintain at all times during the term of their employment, agency or Subcontractor, all license,
certifications, permits and other authorizations required to perform their obligations in relation to this
Agreement.
T. Indemnification
1. General Indemnification
Subrecipient shall indemnify, save, and hold harmless the State, its employees, agents and assignees (the
"Indemnified Parties"), against any and all costs, expenses, claims, damages, liabilities, court awards
and other amounts (including attorneys' fees and related costs) incurred by any of the Indemnified Parties
in relation to any act or omission by Subrecipient, or its employees, agents, Subcontractors, or assignees
in connection with this Agreement.
Contract Number: 20-IITD-ZL-03058/49I001997 Page 16 of4I Version 1018
ii. Confidential Infonnation Indemnification
Disclosure or use of State Confidential lnfonnation by Subrecipient in violation of §8 may be cause for
legal action by third parties against Subrecipient, the State, or their respective agents. Subrecipient shall
indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages,
liabilities, losses, costs, expenses (including attorneys' fees and costs) incurred by the State in relation
to any act or omission by Subrecipient, or its employees, agents, assigns, or Subcontractors in violation
of§8.
iii. Intellectual Property Indemnification
Subrecipient shall indemnify, save, and hold hannless the Indemnified Parties, against any and all costs,
expenses, claims, damages, liabilities, and other amounts (including attorneys' fees and costs) incurred
by the Indemnified Parties in relation to any claim that any Work infringes a patent, copyright,
trademark, trade secret, or any other intellectual property right.
U. Federal Provisions
Subrecipient shall comply with all applicable requirements of Exhibit D at all times during the term of this
Agreement.
18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts except where noted in italics.
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 Infonnation 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 Infonnation Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.S), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for
that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled
and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the
Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S .C. 1346(b), and the State's risk management
statutes, §§24-30-1501 , et seq. C.R.S. No term or condition of this 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.
D. INDEPENDENT CONTRACTOR.
Subrecipient shall perform its duties hereunder as an independent contractor-and not as an employee. Neither
Subrecipient nor any agent or employee of Subrecipient shall be deemed to be an agent or employee of the
State. Subrecipient shall not have authorization, express or implied, to bind the State to any agreement,
liability or understanding, except as expressly set forth here in. Subrecipient and its employees and agents
are not entitled to unemployment insurance or workers compensation benefits through the State and
the State shall not pay for or otherwise provide such coverage for. Subrecipient or any of its agents or
employees. Subrecipient shall pay when due all applicable employment taxes and income taxes and
local head taxes incurred pursuant to this Agreement. Subrecipient shall (i) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by law,
(ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and
those of its employees and agents.
E. COMPLIANCE WITH LAW.
Subrecipient shall comply with all applicable federal and State laws, rules, and regulations in effect or
hereafter established, including, without limitation, laws applicable to discrimination and unfair employment
practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE .
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Contract. Any provision included or incorporated herein by reference
Contract Number: 20-HTD-ZL-03058/491001997 Page 17 of41 Version 1018
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.
G. PROHIBITED TERMS.
Any term included in this Contract that requires the State to indemnify or hold Subrecipient harmless;
requires the State to agree to binding arbitration; limits Subrecipient's liability for damages resulting from
death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be
void ab initio. Nothing in this Contract shall be construed as a waiverofany provision of §24-106-109 C.R.S.
Any term included in this Contract that limits Subrecipient's liability that is not void under this section shall
apply only in excess of any insurance to be maintained under this Contract, and no insurance policy shall be
interpreted as being subject to any limitations of liability of this Contract.
H. SOFTWARE PIRACY PROHIBITION.
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.
Subrecipient hereby certifies and warrants that, during the term of this Contract and any extensions,
Subrecipient has and shall maintain in place appropriate systems and controls to prevent such improper use
of public funds. If the State determines that Subrecipient is in violation of this provision, the State may
exercise any remedy available at law or in equity or under this Contract, including, without limitation,
immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable
licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Contract. Subrecipient has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of
Subrecipient's services and Subrecipient shall not employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to i11tergovenimenta/ agreemetJtsJ Subject to §24-30-202.4(3.5), C.R.S., the State Controller
may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for:
(i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or
other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division
of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation
Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action.
The State may also recover, at the State's discretion, payments made to Subrecipient in error for any reason,
including, but not limited to, overpayments or improper payments, and unexpended or excess funds received
by Subrecipient by deduction from subsequent payments under this Contract, deduction from any payment
due under any other contracts, grants or agreements between the State and Subrecipient, or by any other
appropriate method for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issua11ce, or sale of securities, investment advisory
services or fund 111a11age111ent services, sponsored projects, i11tergover11111e11tal agreements, or i11for111atio1J
tech110/ogy services or products ,md services/ Subrecipient certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will perform work under this Contract and will
confinn the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Contract, through participation in the E-Verify Program or the State verification
program established pursuant to §8-17.5-102(5)(c), C.R.S., Subrecipient shall not knowingly employ or
contract with an illegal alien to perfonn work under this Contract or enter into a contract with a Subcontractor
that fails to certify to Subrecipient that the Subcontractor shall not knowingly employ or contract with an
illegal alien to perform work under this Contract. Subrecipient (i) shall not use E-Verify Program or the
program procedures of the Colorado Department of Labor and Employment ("Department Program") to
undertake pre-employment screening of job applicants while this Contract is being perfonned, (ii) shall notify
the Subcontractor and the contracting State agency or institution of higher education within 3 days if
Subrecipient has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for
work under this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or
contracting with the illegal alien within 3 days of receiving the notice, and (iv) shall comply with reasonable
Contract Number: 20-HTD-ZL--03058/491001997 Pagel8of41 Version 1018
requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the
Colorado Department of Labor and Employment. If Subrecipient participates in the Department program,
Subrecipient shall deliver to the contracting State agency, Institution of Higher Education or political
subdivision, a written, notarized affirmation, affirming that Subrecipient has examined the legal work status
of such employee, and shall comply with all of the other requirements of the Department program. If
Subrecipient fails to comply with any requirement of this provision or §§8-17.5-i0l, et seq., C.R.S., the
contracting State agency, institution of higher education or political subdivision may terminate this Contract
for breach and, if so terminated, Subrecipient shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §24-76.5-101, et seq., C.R.S.
Subrecipient, if a natural person eighteen (18) years ofage or older, hereby swears and affirms under penalty
of perjury ,that Subrecipient (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced
one form of identification required by §24-76.5-103, c:R.s. prior to the Effective Date of this Contract.
Contract Number: 20-HTD-ZL-03058/491001997 Page 19 of41 Version 1018
EXHIBIT A, STATEMENT OF WORK AND BUDGET
2020 ENGLEWOOD LIGHT RAIL CORRIDOR AND URBAN CENTER NEXT STEP STUDY
A. Project Title: 2020 Englewood Light Rail Corridor and Urban Center Next Step Study
B. Project Contact & Contact Information: John Voboril
long Range Planner II
City of Englewood
1000 Englewood Parkway
Englewood, CO 80110
303.783.6820
jvoboril@englewoodco.gov
With copies of email correspondence to: Dan Poremba
Chief Redevelopment Officer
dporemba@englewoodco.gov
C. Original Submission Date: May 21, 2019
Revision Submission Date: May 22, 2019
D. Background. The original Englewood Light Rail Corridor Station Area Master Plan (2013) established
a vision of the development potential of the City of Englewood's station area neighborhoods, and
key infrastructure investments that would connect each neighborhood to the Englewood and Oxford
Stations, as well as a possible future Bates Station.
The Englewood light Rail Corridor Next Step Study (2015) provided engineering analysis for the key
infrastructure investments, as well as a competitive market and strategic redevelopment analysis of
the Englewood CityCenter area. The strategic analysis recommended the establishment of a
Downtown Development Authority (DDA) as the key organizational structure and tax increment
financing tool necessary to plan for and finance future redevelopment initiatives in the CityCenter,
Downtown, and Medical District areas. The DDA strategy was reaffirmed through inclusion in the
2016 Englewood Comprehensive Plan, adopted by Engl~wood City Council early in 2017.
Englewood's two prior STAMP/UC grant projects also led to a successful application to the Denver
Regional Council of Governments (DRCOG) to expand the boundaries of the original Englewood
Urban Center to cover three central business districts subareas: the CityCenter District, Downtown
District, and Medical District (depicted in Exhibit A).
E. Purpose and Goals. The subject 2020 Englewood light Rail Corridor and Urban Center Next Step
Study (Project) will build upon specific areas of investigation and findings in the two_prior STAMP/UC
grant projects to now bring a "real world implementation focus" to three related catalytic Project
goals. With the assistance of a competitively selected, multi-discipline consulting team, the three
Project goals include:
1. Evaluation and formation tasks pertaining to the establishment of a ODA for the Englewood
Urban Center, as defined in the DRCOG Metro Vision, including the CityCertter, Downtown and
the Medical Districts (DDA Study Area depicted in Exhibit A),
Contract Number: 20-HTD-ZL-03058/491001997 Page 20 of 41 Version 1018
2. Planning and related predevelopment implementation tasks needed to facilitate the
redevelopment of approximately 27 acres of the original 55-acre Englewood CityCenter transit-
oriented development which opened in 2000 (Exhibit B, Englewood CityCenter Site Plan), and
3. Exploration of a transit-oriented development Overlay Zone for industrial-zoned portions of
Englewood's light rail corridor, as well as the rezoning of the Hampden Avenue south frontage to
support transit-oriented development.
F. Project Tasks and Deliverables Pertaining to all Three Project Goal Areas.
1. Project Administration. The selected consulting team will formulate and manage the overall
process and protocols for engaging with the landowners and other stakeholders involved with
the subject properties and surrounding properties to create the overall CityCenter
redevelopment plan, including specific site redevelopment plans.
Deliverables: Next Step Study Schedule
Project Team Meeting Minutes and ·Related Communications
Monthly Billings and Grant-Related Support
Assistance with the Periodic Reporting and Grant-Related Communications with
DRCOG and CDOT
2. Review of Past Planning Effort Documentation. The consu !ting team lead will review the past
planning effort documentation in order to inform current planning and design efforts under the
current Next Step Study project. The consulting team lead will summarize key findings and
concepts, and make recommendations on which finding and concepts should be carried forward
into the redevelopment plan.
Deliverables: Past Planning Documentation Review Memo
3. Project Communications Plan . In tandem with the DDA sub-consultants, the consulting team will
formulate and manage a Communications Plan for managing the public outreach, input and
education aspects of communicating about the CityCenter redevelopment with the public and all
involved stakeholders. Jt is very possible that the CityCenter Communications Plan and the DDA
Communications Plan end up part of a common, coordinated Communications Plan covering
both.
The project communications plan shall at a minimum include:
• Identification of and consultations with agencies having an interest in the study area in
order to identify critical issues and problems in need of resolution.
• Identification of commercial property and business owner leaders, elected officials, agency
staff, and key individual citizens to be directly involved in the formulation of the Englewood
Urban Center Downtown Plan of Development, as well as the recommended level and
means of involvement in the study by those identified. Three key committees are
envisioned: Steering Committee made up of Property/Business Owners and Elected
Officials, Technical Advisory Committee made up of agency staff (City, DRCOG, CDOT, RTD,
etc.), and a Citizens Advisory Committee made up of key individual citizens interested in
direct participation in the project.
• Recommendation of the proper level and means of involvement in the study by the public,
including specific strategies to engage low-mod income, minority, elderly, and persons w ith
disabilities populations.
Contract Number; 20-HTD-ZL-030 58/49 IO0 1997 Page21 of41 Version 1018
• Identification of planned community events in the corridor that are scheduled during the
study.
• Description of participation methods, objectives, and where each fits into the schedule.
• Establishment of meeting dates, times, and venues in coordination with City Project
Manager.
• Establishment of parameters for a project website.
Deliverables: ODA Communications Plan
G. Major Tasks and Deliverables Summarized by Project Goal.
1. Downtown Development Authority Evaluation and Formation Tasks.
a) Boundary Preliminary Evaluation Scoping. The _DDA sub-consultants, as supported by other
members of the selected consulting team, will conduct a preliminary evaluation of each
identified study sub-area based on sub-area characteristics, land use and parcel sizes,
ownership patterns, strategic location, redevelopment potential, financial projections and
critical infrastructure connection opportunities etc., and make recommendations concerning
which sub-areas should move forward for possible inclusion in a revised Downtown
Development Authority ~oundary study area.
In coordination with the consulting team, the DOA sub-consultants will conduct a macro-level
preliminary evaluation scoping of the revised Downtown Development Authority boundary
study area.
In coordination with the consulting team, the ODA sub-consultants will formulate a DOA
Communications Plan for managing the public outreach, input and education aspects of
communicating about the DOA related tasks and the costs/benefits with the public and all
involved stakeholders. It is possible that the DDA Communications Plan and the CityCenter
Redevelopment Communications Plan, described below, end up as part of a common,
coordinated communications plan covering both.
Deliverables: DDA Preliminary Evaluation Scoping Memo
DDA Communications Plan
b) Boundary Scenario Development. In coordination with the consulting team, the DDA sub-
consultants will develop 2-3 potential DOA boundary scenarios based on preliminary gauging
of support from commercial property and business owners within the revised DDA boundary
study area, through the execution of the Preliminary Engagement and Communication Plan.
In coordination with the consulting team, the DOA sub-consultants will refine estimates of
potential revenues, and costs for public infrastructure and operations, programming, and
marketing needs based on identified DOA boundary scenarios.
In coordination with the consulting team, the DDA sub-consultants will make a final
recommendation on choice of preferred Downtown Development Authority boundary
scenario and make presentations to identified key stakeholders in order to gain consensus on
the preferred Downtown Development Authority boundary scenario.
Deliverables: DOA Boundary Scenario Development Memo
Contract Number: 20-HTD-ZL-03058/491001997 Page 22 of41 Versio n 1018
DOA Boundary Scenario Development Presentations
ODA Boundary Scenario Development Database
c) Integration of Financial and Legal Expertise. As needed, the DOA sub-constants, in
coordination with the balance of the consulting team, will secure the specific expertise for
help with more detailed financial projections as well as the legal expertise to provide general
input on the legal aspects of forming a DDA and the possibilities for combining the ODA with
the use of other special districts.
d) Downtown Plan of Development. Building from the evolving boundary scenario
development, as well as the DDA Feasibility Analysis Report and Market Assessment Report
recently completed for the City of Englewood, the ODA sub-consultants, with support from
the balance of the selected consultant team, will undertake the iterative drafting of the
Downtown Plan of Development. The Downtown ·Plan of Development will.be refined as it is
reviewed by the various stc1keholders. It will become the key deljverable for this aspect of the
project as it will basically define the envisioned DDA's going-forward "business plan" for
integrating and connecting the three Englewood Central Business District sub-areas with
shared branding, marketing, programming, operations and prioritized public improvements
and related financing.
Deliverables: Overall Vision Concept for Preferred DOA Boundary Scenario and Associated
Light Rail Corridor Neighborhoods
Block Level Vision Refinement for Identified High Opportunity Catalyst Sites
Englewood Urban Center Downtown Plan of Development for Preferred DDA
Boundary Scenario (multiple drafts).
2. Englewood CityCenter Area Redevelopment Site Planning and Predevelopment Tasks.
To facilitate and expedite the redevelopment of approximately 27 gross acres of land within the
Englewood CityCenter transit-oriented development area adjacent to the RTD multi-modal
Englewood Station, the City of Englewood and its related real estate entity, the Englewood
Environmental Foundation (EEF), intend to define and leverage a roster of site planning and
predevelopment tasks tailored to facilitate the redevelopment of the subject area (Exhibit B).
a) Consulting Team Tasks and Work Product. The consulting team will undertake various
specific planning tasks to support the formulation of a redevelopment plans for key portions
of Englewood CityCenter, including the negotiation and drafting of the anticipated public-
private partnership development agreements between the City of Englewood and the one or
more master developers selected to work with the City in this redevelopment undertaking.
lt is anticipated that the consulting team tasks will incorporate elements of typical master
plans, site development plans, regulating plans and infrastructure master plans. This work
will go beyond the current conceptual planning scenarios provided recently by Tryba
Architects and may go into the schematic design and design development stages of planning
work. In this context, the consulting team will assist in investigating and/or evaluating key
issues impacting the redevelopment planning, including but not limited to the following
(some of which may also necessitate specific written deliverables):
i. Potential opportunities to collaborate with the new owner of the C-111 Property
(previously developed by Weingarten Realty) in creating a coordinated
redevelopment plan,
ii. Communications and planning work with RTD to evaluate various approaches for
reconfiguring the current 910 shared parking spaces,
Contract Number; 20-HTD-ZL-03058/491001997 Page23 of41 Version !018
iii. Optimal mix of uses based on market data and discussions with commercial brokers,
iv. Amendments to the current PUD zoning required to facilitate the next generation of
mixed-use, TOD redevelopment,
v. Approaches for locating, developing and financing shared structured parking facilities,
possibly as part of the DOA plan of development and/or a district parking plan,
vi. Determination of infrastructure capacity and its potential impact on the alternative
combination of various uses,
vii. Impacts of the limitations under the current Master Easements, Covenants and
Restrictions Agreement with Walmart,
viii. Geotechnical test results as they impact designs pertaining to foundation systems and
below-grade parking possibilities,
ix. Possible reconfigurations of the public plaza areas and areas above the bus
turnaround facilities to determine whether there are additional vertical development
opportunities,
x. Financing benefits and timing constraints under the Federal Opportunity Zones
Program,
xi. Design Guidelines and Signage Program outlines.
Deliverables: ~edevelopment Master Plan
Redevelopment Master Plan Final Report
b) Additional Supporting Tasks. As needed, the consulting team will support discussions
between the City of Englewood (including EEF) and the potential selected master developer
of the City-controlled property at City Center and between the City of Engl~wood and the
new owner of the C-111 Property. These discussions are anticipated to involve one or master
developer agreements, public-private partnership agreements and a possible ground lease
extension agreement. This supporting role may involve assistance with a number of specific
tasks such as coordination of due diligence studies, financial projections, etc.
3. Light Rail Corridor Neighborhoods Regulatory and Infrastructure Planning.
For portions of the Light Rail Corridor Study Area not included within the preferred DOA
boundary scenario ultimately selected, the consulting team will support City staff and other
stakeholders in the exploration of a new regulatory framework for industrially-zoned areas that
may include a combination of base rezoning and the addition of overlay zoning. As the available
Next Step Study budget allows, the consulting team will also evaluate infrastructure needs,
preliminary cost estimates, and recommended revenue sources and/or financing options.
Deliverables: Light Rail Corridor Neighborhoods Regulatory and Infrastructure Framework Plans
H. Timeline. The City of Englewood currently anticipates that the Next Step Study scope will be
completed within 10-12 months from the date of commencement. A more detailed proposal
project schedule developed by the chosen consulting firm will be submitted to DRCOG and CDOT
prior to project kickoff.
I. Budget. This Next Step Study project is financed by a combination of Federal Highway
Administration grant funds awarded by the DRCOG and matching funds from the City of Englewood.
COOT is the grant administrator. The grant funding is $200,000 and the City will be contributing an
additional $41,575 which amount has previously been approved by the Englewood City Council as
Contract Number: 20-HTD-ZL-03058/491001997 Page 24 of41 Version l018
part of the City's FY 2019 budget. A more detailed proposal project budget developed by the
chosen consulting firm will be submitted to DRCOG and COOT prior to project kickoff.
J. Allocation. With COOT's advance approval, the City of Englewood may adjust the consultant team's
allocated time and associated fees across the three Project goal areas to reflect changing conditions
which may occur during the term .of the Project.
Contract Number: 20-HTD-ZL-03058/491001997 Page 25 of41 Version 1018
Exhibit 1
Englewood Urban Center and Additional ODA Study Areas
.t
-.
~1 · -_irr·Br
, , I . . fr -1 .
1
us~~>T .. -U LJ
'
t·
. -r ..
: I i
_r:11 I : 1
. -1:IJ ! .. □-1]_ , rr · 1 -1 Bornrndrn
.,..__.~,.-.=-.._=.r~~ •lll'=4==l!=t.=l\.·~J~.-,j~~~rr7 ' rr-ir · -=:;.=:~
Eng/en ood LJght RJJI Corridor StJt/on Are,1 .tnd Urbdn Cenrer ,,•e,t mm Study AppllcJtlon Mt.i chmenr 8: Study Are,1 M,1p
'aPrirr.JtY~ ~u: E,,~ ~, Cma fi}~ City 9<lU'.d.l:y
l!J Add~ Glucfy ;.:u:.S(o~d ..... y Com®C'(l.ltl Ht)c".ily Coo'«.tJ) * S¢1.rth,.-es.1 I.RT Stitw
t:'f Add.1cfl.1! Study Arn, En<i)'~ Light R.:iil ~ lnd\lsrr.)i Zor.it ·
1,000 2,000 J,000
Contract Number: 20-HTD-ZL-03058/491001997 Page 26 of 41 Version 1018
Legend
~ City of Englewood
B C-Ill
.£9 CityCenter Bou ndary
Exhibit 2
Englewood CityCenter Site Plan
11.9 a c
15.2 a c
The areas available for immediate redevelopment at Englewood CityCenter include the C-111 Property
in red and the City of Englewood Property in blue.
Contract Number:. 20-HTD-ZL-03058/49 100 1997 Page 27 of 4 1 Version 10 18
ZOZO ENGLEWOOD LIGHT RAIL CORRIDOR AND URBAN CENTER NEXT STEP STUDY
PROJECT FUNDING REQUEST AND BUDGET
Total federal request must be at $80,000 and a maximum of $300,000 over the two-year period.
Budget Overview
A. Enter the federal funds requested for each year
B. Federally required 17.21% Local Match
C. Total Project Cost
How will you make your required local match? Cash
What percentage of your local match is in-kind? 0%
BUDGET DETAILS
2020 2021
$200,000.00 $0.00
$41,575.00 $0.00
$241,575.00 $0.00
Provide a general description and an amount of the expenses you expect to charge to this project.
A. Salaries
List each position, hourly rate, and total anticipated hours
' Hourly Tatar
Position Rate # of Hours Amount
NA NA NA NA
B. Media
Do not list specific media outlets, but provide general descriptions.
NA
C. Equipment
Specific to implement the project
NA
D. Production
Printing, webdevelopment, mailings, etc.
NA
E. Consultants
list and subcontractors by function rather than name.
DDA Outreach and Development Process $65,000.00
DDA Plan Development Lead $80,000.00
Parking Management $18,000.00
Mobitility $18,000.00
Development Services $60,575.00
F. Costs associated with physical infrastructue or vehicles
NA
G. Other
Please define.
NA
TOTAL $241,575.00
Contract Number: 20-HTD-ZL-03058/49100 1997 Page28 of41
Total
$200,000.00
$41,575.00
$241,575.00
--
Future Use
I
-' .
.....
-.,
--·
•··
.
'
Version !018
EXHIBIT B, SAMPLE OPTION LETTER
State Agency (>,p~!~'! ~~tt~r N.11.!!lP~r . .. . _. ,.
Department of Transportation w:sert J~e Option Ntimb~t( e,,g. ".l" f9r tp.e •first
QptJo.n}
~~~r1:~i~~~~L .. . .. , _ _ . . . . . O_ri~~~J Agr~~'.n.J!1!,.~~.i:t1.~~-r .. __ .. ,
Irisert.Grantee's Full Legal Narrie, including •i1nc.", Insert GMS number or Other Contract Number of .. .-. : •'. ·-·~, . ., . .. -. . th~ Qrigi11~lG~!1tr.~if . . . -. .. -. . . -"LLC" etc:,.' • .... .,.,. . ..,, .~ .....
Subaward Agreement Amount BP!j.~'! Agr~~~~~-t ~i!~~~r. -·, ..... '. --.. _ . . .
Federal Funds !P§~\iS~.nµgiber. or PtJ.ler Q.ontrJlc(N!IIT\P~r gf
Maximum Amount(%) $0.QO this,Option
Local Funds 1~~~~-~~!:1._t f~i:!~.r~~-IJ:~~ ~,e,;i_~~i!}g_ °-a!e . , ,
Local Match Amount(%) $0.09 1.'lie :t.li!er oft.he .:E,ff ect1ye 'Qatl?. or Month, P~Y, r~-~r
Agreement Total $():()() Current Agreement Expiration -Date
M211t&:~pay,,y e~
l. OPTIONS:
A. Option to extend for an Extension Tenn.
2. REQUIRED PROVISIONS:
A. For use with Option l(A): In accordance with Section(s) 2.B of the Original Agreement referenced
above, the State hereby exercises its option for an additional tenn, beginning in,i-~rt~~ ·date and ending
on the current Agreement expiration date shown above, at the rates stated in the Original Agreement, as
amended .
B. For use with Options l(A): The Agreement Maximum Amount table on the Agreement's Signature and
Cover Page is hereby deleted and replaced with the Current Agreement Maximum Amount table shown
above . ·
3 . OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or ... ,i, whichever is
later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transp ortation
Shoshana M. Lew, Executive Director
1?Y_:. Name c% Title· gf, Persor(Sigriing :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: ________ _,...__,.. ___ .,c_
Na~e of 6gen¢y cir I.HE -D~legate~Please 'del~te
if c~~tra~t will be rou!e4 to''osc for approval
Option Effective Date :
Contract Number: 20-HTD-ZL-0305 8/491 001997 Page29 of 41 Version 1018
EXIDBIT C, FEDERAL PROVISIONS
1. APPLICABILITY OF PROVISIONS.
1.1. The Contract to which these Federal Provisions are attached has been funded, in whole or in part, with
an Award ofFederal funds. In the event ofa conflict between the provisions of these Federal Provisions,
the Special Provisions, the body of the Contract, or any attachments or exhibits incorporated into and
made a part of the Contract, the provisions of these Federal Provisions shall control.
2. DEFINITIONS.
2.1. For the purposes of these Federal Provisions, the following tenns shall have the meanings ascribed to
them below.
2.1.1. "Award" means an award of Federal financial assistance, and the Contract setting forth the terms
and conditions of that financial assistance, that a non-Federal Entity receives or administers.
2.1.1.l. Awards may be in the form of:
2.1.1.1.1. Grants;
2.1.1.1.2. Contracts;
2.1.1.1.3. Cooperative agreements, which do not include cooperative research and development
agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended
(15 u.s.c. 3710);
2.1.1.1.4. Loans;
2.1. 1.1.5. Loan Guarantees;
2.1.1.1.6. Subsidies;
2.1.1.1. 7. Insurance;
2.1.1.1.8. Food commodities;
2.1.1. I .9. Direct appropriations;
2.1.1.1.10. Assessed and voluntary contributions; and
2.1.2.1.1 l. Other financial assistance transactions that authorize the expenditure of Federal funds by
non-Federal Entities.
2.1.1.1.12. Any other items specified by 0MB in policy memoranda available at the 0MB website or
other source posted by the 0MB.
2.1.1.2. Award does 11ot include:
2.1.1.2.1. Technical assistance, which provides services in lieu of money;
2.1.1.2.2. A transfer of title to Federally-owned property provided in lieu of money; even if the award
is called a grant;
2.1.1.2.3. Any award classified for security purposes; or
2. l. l .2.4. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of
the American Recovery and Reinveshnent Act (ARRA) of 2009 (Public Law 111-5).
2.l.2. "Contract" means the Contract or Subawar d Agreement to which these Federal Provisions are
attached and includes all Award types in §2.1.1.1 of this Exhibit.
2.l.3. "Contractor" means the party or parties to a Contract or Subaward Agreement funded, in whole or
in part, with Federal financial assistance, other than the Prime Recipient, and includes Subrecipients
and borrowers. For purposes ofTransparency Act reporting, Contractor does not include Vendors.
2.1 .4. "Data Universal Numbering System (DUNS) Number" means the nine-digit number established and
assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's
website may be found at: http://fedgov.dnb.com/webform.
Contract Number: 20-HID-ZL-03058/491001997 Page 30 of 41 Versi on 1018
2.1.5.
2.1.5.l.
2.1.5.2.
2.1.5.3.
2.1.5.4.
2.1.5.5.
2.1.6.
2.1.7.
2.1.8.
2.1.9.
2.1.10.
2.l.11.
2.l.12.
2.1.13.
2.1.14.
2.l.15.
2 .l.16.
2.1.17.
2.1.17.l.
2.l.17.2.
2.1.17.3.
2.1.17.4.
"Entity" means all of the following as defined at 2 CFR part 25, subpart C;
A governmental organization, which is a State, local government, or Indian Tribe;
A foreign public entity;
A domestic or foreign non-profit organization;
A domestic or foreign for-profit organization; and
A Federal agency, but only a Subrecipient under an Award or Sub award to a non-Federal entity.
"Executive" means an officer, managing partner or any other employee in a management position.
"Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal
agency to a Prime Recipient.
"Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient as
described in 2 CFR §200.37
"FF AT A" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law
109-282), as amended by §6202 of Public Law I 10-252. FFATA, as amended, also is referred to
as the "Transparency Act."
"Federal Provisions" means these Federal Provisions subject to the Transparency Act and Uniform
Guidance, as may be revised pursuant to ongoing guidance from the relevant Federal or State of
Colorado agency or institutions of higher education.
"OMB" means the Executive Office of the President, Office of Management and Budget.
"Prime Recipient" means a Colorado State agency or institution of higher education that receives
an Award.
"Subaward" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal
Award. The tenns and conditions of the Federal Award flow down to the Award unless the tenns
and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR
§200.38. The term does not include payments to a contractor or payments to an individual that is a
beneficiary of a Federal program.
"Subrecipient" means a non-Federal Entity (or a Federal agency under an Award or Subaward to a
non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance
of the Federal project or program for which the Federal funds were awarded. A Subrecipient is
subject to the terms and conditions of the Federal Award to the Prime Recipient, including program
compliance requirements. The term ''.Subrecipient'' includes and may be referred to as Subrecipient.
The term does not include an individual who is a beneficiary of a federal program.
"Subrecipient Parent DUNS Number" means the sub recipient parent organization's 9-digit Data
Universal Numbering System (DUNS) number that appears in the sub recipient's System for Award
Management (SAM) profile, if applicable.
"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.
"Total Compensation" means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecipient's preceding fiscal year and includes the following:
Salary and bonus;
Awards of stock, stock options, and stock appreciation rights, using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005)
(FAS 123R), Shared Based Payments;
Earnings for services under non-equity incentive plans, not including group life, health,
hospitalization or medical reimbursement plans that do not discriminate in favor of Executives
and are available generally to all salaried employees;
Change in present value of defined benefit and actuarial pension plans;
Contract Number: 20-HTD-ZL-03058/491001997 Page 31 of41 Version 1018
2.1.17.5.
2.1.17.6.
2.I.18.
2.1.19.
2.1 .20.
Above-market earnings on deferred compensation which is not tax-qualified;
Other compensation, if the aggregate value of all such other compensation (e.g. severance,
termination payments, value of life insurance paid on behalf of the employee, perquisites or
property) for the Executive exceeds $10,000.
"Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006
(Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also
is referred to as FFATA.
"Uniform Guidance" means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes
requirements from 0MB Circulars A-21, A-87, A-I 10, and A-122, 0MB Circulars A-89, A-102,
and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and
conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform
Guidance or the terms and conditions of the Federal Award specifically indicate otherwise.
"Vendor" means a dealer, distributor, merchant or other seller providing property or services
required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a
Subrecipient and is not subject to the terms and conditions of the Federal award. Program
compliance requirements do not pass through to a Vendor.
3. COMPLIANCE.
3.1. Contractor shall comply with all applicable provisions of the Transparency Act, all applicable provisions
of the Uniform Guidance, and the regulations issued pursuant thereto, including but not limited to these
Federal Provi_sions. Any revisions to such provisions or regulations shall automatically become a part of
these Federal Provisions, without the necessity of either party executing any further instrument. The
State of Colorado may provide written notification to Contractor of such revisions, but such notice shall
not be a condition precedent to the effectiveness of such revisions.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING
SYSTEM (DUNS) REQUIREMENTS.
4.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the
final financial report required under the A ward or receives final pay ment, whichever is later. Contractor
shall review and update SAM information at least annually after the initial registration, and more
frequently if required by changes in its information.
4.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's
information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently
if required by changes in Contractor's information.
5. TOTAL COMPENSATION.
5.1. Contractor shall include Total Compensation in SAM for each of its five most highly compensated
Executives for the preceding fiscal year if:
5 .1.1. The total Federal funding authorized to date under the A ward is $25,000 or more; and
5 .1.2. In the preceding fiscal year, Contractor received:
5.1 .2.l. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts
and/or Federal financial assistance Awards or Sub awards subject to the Transparency Act; and
5.l.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Sub awards subject to the
Transparency Act; and
5 .1.3 . The public does not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act ofl934 (15 U.S.C .
78m(a), 78o(d) or§ 6104 of the Internal Revenue Code of 1986.
6. REPORTING.
6.1. Contractor shall report data elements to SAM and to the Prime Recipient as required in this Exhibit if
Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall
be made to Contractor for providing any reports required under these Federal Provisions and the cost of
Contract Number: 20-HTD-ZL-03058/491001997 Page 32 of41 Version 1018
producing such reports shall be included in the Contract price. The reporting requirements in this Exhibit
are based on guidance from the US Office of Management and Budget (0MB), and as such are subject
to change at any time by 0MB. Any such changes shall be automatically incorporated into this Contract
and shall become part of Contractor's obligations under this Contract.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING.
7 .1. Reporting requirements in §0 below apply to new Awards as of October 1, 20 l 0, if the initial award is
$25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a
total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the
Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de-
obligated such that the total award amount falls below $25,000, the Award shall continue to be subject
to the reporting requirements.
7.2. The procurement standards in §0 below are applicable to new Awards made by Prime Recipient as of
December 26, 2015. The standards set forth in §0'below are applicable to audits of fiscal years beginning
on or after Decem her 26, 2014.
8. SUBRECIPIENT REPORTING REQUIREMENTS.
8.1. If Contractor is a Subrecipient, Contractor shall report as set forth below.
8.1. I. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM/or
each Federal Award Identification Number no later than the end of the month following the month
in which the Sub award was made:
8.1. l :'l. Subrecipient DUNS Number;
8.1.1.2. Subrecipient DUNS Number+ 4 if more than one electronic funds transfer (EFT) account;
8.1.1.3 . Subrecipient Parent DUNS Number;
8.1.1.4. Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and
Congressional District;
8.1.1.5. Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met;
and
8.1.1.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in
§4 above met.
8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of
the Agreement, the following data elements:
8.1.2.1. Subrecipient's DUNS Number as registered in SAM.
8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip
code + 4, and Congressional District.
9. PROCUREMENT STANDARDS.
9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which
reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform
to applicable Federal law and the standards identified in the Uniform Guidance, including without
limitation, §§200.318 through 200.326 thereof.
9.2. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political
subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act,
as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR
part 247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory levelof 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 aifinnative procurement program for procurement of recovered materials identified in the EPA
guidelines.
Contract Number: 20-IITD-ZL-03058/491001997 Page 33 of41 Version 1018
10. ACCESS TO RECORDS
I 0.1. A Subrecipient shall permit Recipient and auditors to have access to Sub recipient's records and financial
statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass-
through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of
performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR §200.33I(a)(5).
11. SINGLE AUDIT REQUIREMENTS
11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient's fiscal year, the
Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in
accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued
pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501.
1 l. 1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance
§200.514 (Scope of audit), except when it elects to have a program-specific audit conducted in
accordance with §200.507 (Program-specific audits). The Subrecipient may elect to have a
program-specific audit if Subrecipient expends Federal Awards under only one Federal program
(excluding research and development) and the Federal program's statutes, regulations, or the terms
and conditions of the Federal award do not require a financial statement audit of Prime Recipient.
A program-specific audit may not be elected for research and development unless all of the Federal
A wards expended were received from Recipient and Recipient approves in advance a program-
specific audit.
11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year,
the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2
CFR §200 .503 (Relation to other audit requirements), but records shall be available for review or
audit by appropriate officials of the Federal agency, the State, and the Government Accountability
Office.
11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for ··
the audit required by Part F of the Uniform Guidance and ensure it is properly performed and
submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare
appropriate financial statements, including the schedule of expenditures of Federal awards in
accordance with Unifonn Guidance §200.510 (Financial statements) and provide the auditor with
access to personnel, accounts, books, records, supporting documentation, and other information as
needed for the auditor to perform the audit required by Uniform Guidance Part F-Audit
Requirements.
12. CONTRACT PROVISIONS FOR SUBRECIPIENT CONTRACTS
12.1. If Contractor is a Subrecipient, then it shall comply with and shall include all of the following applicable
provisions in all subcontracts entered into by it pursuant to this Agreement.
12.1.1. Equal Employment Opportunity. Except as otherwise provided under 41 CPR Part 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-
1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b ), in accordance with
Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 1293 5, 3 CFR Part, 1964-
1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246
Relating to Equal Employment Opportunity,'' and implementing regulations at 41 CFR part 60,
"Office ofFederal Contract Compliance Programs, Equal Employment Opportunity, Department of
Labor.
12.1.I.1. During the performance of this contract, the contractor agrees as follows:
12.1.1.1.I. Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The contractor will take affirmative
action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex, or national origin. Such
action shall include, but not be limited to the following: Employment, upgrading,
demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship.
The contractor agrees to post in conspicuous places, available to employees and applicants
Contract Number: 20-HTD-ZL-03058/491001997 Page 34 of 41 Version 10 18
for employment, notices to be provided by the contracting officer setting forth the
provisions of this nondiscrimination clause.
12. l. l. l .2. Contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the contractor, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or national origin.
12.l.1.l.3. Contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
by the agency contracting officer, advising the labor union or workers' representative of
the contractor's commitments .under section 202 of Executive Order 11246 of September
24, 1965, and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
12.1.1.1.4. Contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
12.1.1.1.5. Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant. thereto, and will permit access to his books, records, and accounts by the
contracting agency and the Secretary of Labor for purposes of investigation to ascertain
compliance with such rules, regulations, and orders.
12.1.l. 1.6. In the event of Contractor's non-compliance with the nondiscrimination clauses of this
contract or with any of such rules, regulations, or orders, this contract may be canceled,
terminated or suspended in whole or in part and the contractor may be declared ineligible
for further Government contracts in accordance with procedures authorized in Executive
Order 11246 of September 24, 1965, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
12.1.1.1.7. Contractor will include the provisions of paragraphs (1) through (7) in every subcontract
or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor
issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that
such provisions will be binding upon each subcontractor or vendor. The contractor will
take such action with respect to any subcontract or purchase order as may be directed by
the Secretary of Labor as a means of enforcing such provisions including sanctions for
noncompliance: Provided, however, that in the event Contractor becomes involved in, or
is threatened with, litigation with a subcontractor or vendor as a result of such direction,
the contractor may request the United States to enter into such litigation to protect the
interests of the United States."
12. l.2. Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S .C. 3141-3148). When required by
Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-
Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-
3144, and 3146-3148) as supplemented by Department ofLabor regulations (29 CFR Part 5, "Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to laborers
and mechanics at a rate not less than the prevailing wages specified in a wage determination made
by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once
a week. The non-Federal entity must place a copy of the current prevailing wage determination
issued by the Department of Labor in each solicitation. The decision to award a contract or
subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal
entity must report all suspected or reported violations to the Federal awarding agency. The contracts
must also include a provision for compliance with the Copeland ''Anti-Kickback" Act (40 U.S.C.
3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and
Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants
from the United States"). The Act provides that each contractor or Subrecipient must be prohibited
from inducing, by any means, any person employed in the construction, completion, or repair of
public work, to give up any part of the compensation to which he or she is otherwise entitled. The
non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
Contract Number: 20-HTD-ZL-03058/491001997 Page 35 of41 Version 1018
12.1.3.
12. 1.4.
12. l.5.
12.1.6.
Rights to Inventions Made Under a Contract or Contract. If the Federal Award meets the
definition of "funding Contract" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a
contract with a small business firm or nonprofit organization regarding the substitution of parties,
assignment or performance of experimental, developmental, or research work under that "funding
Contract," Subrecipient must comply with the requirements of 37 CFR Part 401 , "Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Contracts," and any implementing regulations issued by the awarding
agency.
Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C.
1251-1387), as amended. Contracts and subawards of amounts in excess of$150,000 must contain
a provision that requires the non-Federal award to agree to comply with all applicable standards,
orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal
Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the
Federal awarding a~ency and the Regional Office of the Environmental Protection Agency (EPA).
Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR
180.220) must not be made to parties listed on the government wide exclusions in the System for
Award Management (SAM), in accordance with the 0MB guidelines at 2 CFR 180 that implement
Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p.
235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred,
suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory
or regulatory authority other than Executive Order 12549.
Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it
will not and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with
obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must
also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any
Federal award. Such disclosures are forwarded from tier-to-tier up to the non-Federal award.
13. CERTIFICATIONS.
13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit
certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR
§200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of
the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the
project or activity was completed, or the level of effort was expended. 2 CFR §200.201(3). If the
required level of activity or effort was not carried out, the amount of the Award must be adjusted.
14. EXEMPTIONS.
14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person,
unrelated to any business or non-profit organization he or she may own or operate in his or her name.
14.2. A Contractor with gross income from all sources ofless than $300,000 in the previous tax year is exempt
from the requirements to report Subawards and the Total Compensation of its most highly compensated
Executives. ·
14.3. There are no Transparency Act reporting requirements for Vendors.
15. EVENT OF DEFAULT.
15.l. Failure to comply with these Federal Provisions shall constitute an event of default under the Contract
and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default
remains uncured five calendar days following the termination of the 30-day notice period. This remedy
will be in addition to any other remedy available to the State of Colorado under the Contract, at law or
in equity.
Contract Number: 20-HTD-ZL-03058/49100 I 997 Page 36 of41 Version 1018
EXHIBIT D, ADDITONAL PROGRAM REQUIREMENTS
A. Work .
Per 23 CFR 420.111, SUBRECIPIENT shall complete the Work and other obligations as described herein
and Exhibit A. Work perfonned prior to the Effective Date or after the Tennination date shall not be
considered part of the Work. SUBRECIPIENT shall take all reasonable steps to carry out alla ctivities
desdribed and identified in the Statement of Work. The Statement shall include an estimation of anticipated
benefits from each program submitted, a Budget, the activity purpose, objetives, major tasks, timeline of
expected completion, and an Evaluation process to determine the success of each activity stated in Exhibit
A. In addition, SUBRECIPIENT shall be responsible for:
1.) The initial design and implementation of its congestion mitigation and air quality program as outlined in
the current TIP; ·
2.) Monitoring and Evaluating the program effectiveness;
3.) The promotion of congestion mitigation and air quality program(s) by employers;
4.) Submittal of an annual report to COOT; and,
5.) Submitting annual results to CDOT through the CMAQ Reporter.
B. Notice
SUBRECIPIENT shall not commence Work until the date specified by a written notice, which may be
electronic, and shall complete the Work within the period specified in the Agreement unless the period or
terms thereof are extended according to this Agreement.
C. Staff/Consultant Services
SUBRECIPIENT shall be responsible to select staff/consultant services in compliance with all applicable
federal procurement requirements including 23 CFR 172 and 2 CFR 200. Any Request for Proposal (RFP)
used by SUBRECIPIENT to secure consultant Services must be reviewed by COOT before SUBRECIPIENT
releases the RFP. COOT 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
ofreceipt of the comments. SUBRECIPIENT shall notify CDOT in writing before executing any Agreement
for consultant Services which utilizes Grant funding.
D. Statement of Work and Budget Amendment
SUBRECIPIENT shall amend Exhibit A in accordance with the terms of this Agreement, when:
1.) Reallocating funds between budget line items in Exhibit A, as permitted pursuant to §5(E); and
2.) Adding or deleting activities listed in Exhibit A to reflect authorized budget line item reallocations
permitted pursuant to §5(E).
If any changes to Exhibit A (i) require an increase or decrease to the maximum amount of this Subaward, (ii)
change the term of the Agreement, or (iii) exceed the 24.99% threshold in §5(E) for any activity, the Parties
must amend this Agreement prior to such change being effective.
E. Limited Availability of Funds
The amount of Federal Funds available to pay for the Work perfonned by Subrecipient in any one year is
limited to the amount of the unused portion of the allocated funds, made available through 23 §USC 104
(b)(3) and (f) as amended, and 49 USC 5303 as amended.
F. Additional Funds Use
CMAQ Federal Funds shall be used only to reimburse Subrecipient for eligible allowable costs incurred and
Subrecipient shall be solely responsible for all costs incurred that are either not allowable or which exceed
the funds available in the Agreement as identified herein and/or in the Exhibit A.
G. Billing, Reimbursement, and Allowable Costs
I.) Reimbursement
The Parties hereto exprssly recognize that the Subrecipient is to be paid, reimbursed, or otherwise
compensated with the funds provided to COOT by the U.S. Department of Transportation for the purpose
of completing the Work and therefore, the Subrecipient expressly understands and agrees that all its
rights, demands, and claims to .compensation arising under this Agreement are contingent upon receipt
of such funds by CDOT.
2.) Allowable Costs
COOT shall not be obligated to use State funds under this Agreement. CDOT's use ofFederal Fnds shall
be to reimburse Subrecipient for allowable costs incurred by Subrecipient, as defined in this Agreement.
Contract Number: 20-HTD-ZL-03058/49 IOO 1997 Page37of41 Version 1018
Subrecipient shall be solely responsible for all costs incurred which are not allowable or which exceed
the funds available in the Agreement.
H. Allowable and Indirect Costs
Allowable and indirect costs may include but are not limited to those listed in 2 CFR 200, or State Fiscal
Rule 2-7: "Official Functions and Training Functions," whichever may apply. However, such costs shall be
limited to those costs detennined 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 execut ion 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:
( l ). 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 a!lowability 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 ofthe 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 perfonned and/or Work Product has been produced;
d) All Requests for Proposals and/or Requests for Qualifications have been forwarded to CDOT for review
and comment; and
e) Reimbursements are being requested in accordance with the terms of this Agreement.
L. Expenditures
Along with the form requesting reimbursement, the Subrecipient shall include expenditures of Federal Funds
for Work. The information shall contain:
i. Budgetted amount;
ii. Expenditures for current billing cycle and year~to-date;
iii. Unexpended balance after current cycle;
iv. Percent expended year-to-date; and
v. Copies of Sub contractors invoices, if app Ii cab le.
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 resp onsible to coordinate with its l'vfPO to submit an annual report using t he "CMAQ
Reporter", describing, in detail, the performance of the Work and the extent to which the use of alternative
Contract Number: 20-HTD-ZL-030S8/49 !001 997 Page 38 of41 Version 1018
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.
0. Final Report
Within 30 days after the end of the Program period, SUBRECIPIENT will provide to COOT a final
accomplishment report of the activities performed under this Agreement 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 SUB RECIPIENT or the
State.
Q. Monitoring
In accordance with 2 CFR 200 and other applicable standards, the State will monitor all the activities
conducted by SUB RECIPIENT 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:
I.) 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 perfonnance measures, and Budgets committed to by
SUBRECIPIENT.
2.) Monitoring Meetings
Meetings between CDOT and SUBRECIPIENT representatives will be conducted at CDOT's discretion
for the purpose of reviewing progress, resurce allocations, and billings.
3.) Progress and Financial Reports
CDOT will prepare and submit progress and financial reports to the appropriate federal agencies.
S. Noncompliance
Any Product that SUBRECIPIENT has committed to in the Statement of Work not produced and j ustification
not provided in a timely manner in accordance with this agreement, may resulfin the delay of payment of
funds and/or termination as provided under this Agreement. Along with the tenns of this Agreement and in
accordance with 2 CFR 200, the following steps will-be implemented by COOT:
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 s~tisfactory or unsatisfactory. If
performance was detennined to have been unsatisfactory, COOT shall determine if a reduction in
allocation is appropriate. SUBRECIPIENTwill 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 fin~ncial participation of COOT and/or the
FHW A and other agencies contributing funding to the Work Product. Any published material acknowledging
Contract Number: 20-HTD-ZL-03058/49 IO0 1997 Page 39 of41 Version 10 18
the contribution of the FHW A shall include the federal disclaimer statement: "FUNDED BY THE FHW A".
Published materials include any non-internal documents, reports, maps, photographs, computer software, or
like materials that are intended to be viewed by those outside of CDOT, and Subrecipient.
Patents: In addition to the standard patent rights clauses of 37 CFR §401 et. al, and other applicable laws and
regulations, CDOT, Subrecipient, and either party's subrecipients are subject to the provisions of 37 CFR part
40 I, 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 of2 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.
Contract Number: 20-HlD-ZL-03058/491001997 Page40of41 Version 1018
EXHIBIT E, TITLE VI -CIVIL RIGHTS
Nondiscrimination Requirements
Subrecipient shall not exclude from participation in, deny the benefits of, or subject to
discrimination any person in the United States on the ground of race, color, national origin, sex, age
or disability.
Subrecipient shall abide by all applicable federal and state nondiscrimination laws and regulations,
including but not limited to, Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d et seq.; The
Civil Rights Restoration Act of 1987, Pub. L. No. 100-259, 102 Stat. 28; 49 CFR Part 21:
Nondiscrimination in Federally-Assisted Programs of the Department of Transportation; 23 CFR
Part 200: Title VI Program and Related Statutes -Implementation and Review Procedures; Title II
of the Americans with Disabilities Act of 1990, 42 U.S.C §§ 12101 -12213; Rehabilitation Act of
1973 § 504, 29 U.S.C § 794; 49 CFR Part 27: Nondiscrimination on the Basis of Disability in
Programs or Activities Receiving Federal Assistance; 28 CFR Part 3S: 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
.:-ofTransportation.
As a condition of federal financial assistance, Subrecipient shall develop and maintain a Title VI
Program in accordance with the "Requirements for FHW A Subrecipients" set forth in CDOT's Title
VI Program Plan. Subrecipient shall also facilitate compliance with Executive Order 12898 and
DOT Order 5610.2(a) by incorporating the principles of environmental justice in planning, project
development and public outreach in accordance with applicable COOT and FHW A 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 S04 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 FHW A subrecipients.
Disadvantaged Business Enterprise Requirements
The requirements of 49 CFR Part 26 and CDOT's DOT-approved DBE program are incorporated
by reference into this agreement. Subrecipient shall not discriminate on the basis of race, color,
national origin, or sex in the performance of this Agreement. Subrecipient shall carry out applicable
requirements of 49 CFR Part 26 in the award ·and administration of this DOT-assisted Agreement.
Failure by Subrecipient to carry out these requirements is a material breach of this Agreement, which
may result in the termination of this Agreement or such other remedy as CDOT deems appropriate.
Subrecipient must include this assurance in all DOT-assisted contracts.
Prompt Payment
Subrecipient shall require that all contractors pay subcontractors for satisfactory performance of
work no later than 30 days after the receipt of payment for that work from the contractor. If
Subrecipient allows contractors to withhold retainage from subcontractors, retainage shall be
released within 30 days from the date the work is satisfactorily completed.
Contract Number: 20·H1U-ZL-03058/49 I001997 Page4I of41 Version 1018