25.06.01 IGA CDOT (3)Routing #: 25-HTR-ZL-00208
PO# : 491003920
Associated PO# : 491003921
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STATE OF COLORADO GRANT AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number
Routing #: 25-HTR-ZL-00208
PO# : 491003920
Subrecipient
Town of Avon
Agreement Performance Beginning Date
The Effective Date
Initial Agreement Expiration Date
June 30, 2027
Agreement Maximum Amount
State Clean Transit Enterprise (CTE) Funds (at 100% or less)
Fund Expenditure End Date
June 30, 2027
Agreement Authority –
Authority to enter into this Agreement Exists in CRS §§43-
1-106, 43-1-110, 43-1-701, 43-1-702, 43-4-1203, 24-1-105,
and 24-77-108.
$1,714,706.00
Agreement Total Amount $1,714,706.00
Agreement Purpose
The purpose of this Agreement is to provide funding for the Town of Breckenridge to purchase Two (2) 35’ replacment buses
to order to support the goals of the CTE 10 Year Plan and Statewide Transit Plan.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A, Statement of Work.
2. Exhibit B, Sample Option Letter.
3. Exhibit C, 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, 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.
5. Exhibit B, Executed Option Letters, if any.
Principal Representatives
For the State: For Grantee:
Erin Kelican Jim Shoun
Division of Transit and Rail Town of Avon
Colorado Dept. of Transportation 100 Mikaela Way
2829 W. Howard Place PO Box 975
Denver, CO 80204 Avon, CO 81620
Erin.kelican@state.co.us jshoun@avong.org
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Routing #: 25-HTR-ZL-00208
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Associated PO# : 491003921
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement
and to bind the Party authorizing such signature.
SUBRECIPIENT
Town of Avon
______________________________________________
By: Tamra N Underwood, Mayor
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Clean Transit Enterprise
______________________________________________
By: Craig Secrest, Program Administrator
Date: _________________________
In accordance with §24-30-202, C.R.S., this Agreement is not
valid until signed and dated below by the State Controller or
an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
___________________________________________
By: Department of Transportation
Effective Date:_____________________
Docusign Envelope ID: F08CB293-122F-4191-A639-EFE971DF5BD8
6/11/2025
6/11/2025
6/11/2025
Routing #: 25-HTR-ZL-00208
PO# : 491003920
Associated PO# : 491003921
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TABLE OF CONTENTS
COVER PAGE .......................................................................................................................... 1
SIGNATURE PAGE ................................................................................................................. 2
1. PARTIES ................................................................................................................................... 3
2. TERM AND EFFECTIVE DATE ............................................................................................. 3
3. DEFINITIONS .......................................................................................................................... 5
4. STATEMENT OF WORK ........................................................................................................ 7
5. PAYMENTS TO GRANTEE .................................................................................................... 7
6. REPORTING - NOTIFICATION ............................................................................................. 9
7. GRANTEE RECORDS ........................................................................................................... 10
8. CONFIDENTIAL INFORMATION-STATE RECORDS ...................................................... 11
9. CONFLICTS OF INTEREST.................................................................................................. 12
10. INSURANCE .......................................................................................................................... 13
11. BREACH OF AGREEMENT ................................................................................................. 15
12. REMEDIES ............................................................................................................................. 15
13. DISPUTE RESOLUTION ....................................................................................................... 17
14. NOTICES AND REPRESENTATIVES ................................................................................. 17
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ........................................ 18
16. STATEWIDE CONTRACT MANAGEMENT SYSTEM ..................................................... 18
17. GENERAL PROVISIONS ...................................................................................................... 18
18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ....................... 22
1. PARTIES
This Agreement is entered into by and between Grantee named on the Cover Page for this
Agreement (the “Grantee”), and the STATE OF COLORADO acting by and through the State
agency named on the Cover Page for this Agreement (the “State”). Grantee 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 Signature and 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 Grantee for any Work performed or
expense incurred before the Effective Date, except as described in §5.D, or after the Fund
Expenditure End Date.
B. Initial Term
The Parties’ respective performances under this Agreement shall commence on the
Agreement Performance Beginning Date shown on the Cover Page for this Agreement and
shall terminate on the Initial Agreement Expiration Date shown on the Cover Page for this
Agreement (the “Initial Term”) unless sooner terminated or further extended in accordance
with the terms of this Agreement.
C. Extension Terms - State’s Option
The State, at its discretion, shall have the option to extend the performance under this
Agreement beyond the Initial Term for a period, or for successive periods, of one year or less
at the same rates and under the same terms specified in this Agreement (each such period an
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“Extension Term”). In order to exercise this option, the State shall provide written notice to
Grantee in a form substantially equivalent to 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 Grantee in a form substantially equivalent
to the Sample Option Letter attached to this Agreement, may unilaterally extend such Initial
Term or Extension Term for a period not to exceed two months (an “End of Term
Extension”), regardless of whether additional Extension Terms are available or not. The
provisions of this Agreement in effect when such notice is given shall remain in effect during
the End of Term Extension. The End of Term Extension shall automatically terminate upon
execution of a replacement Agreement or modification extending the total term of this
Agreement.
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
Grantee, which shall be governed by 12.A.i.
i. Method and Content
The State shall notify Grantee 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, Grantee shall
be subject to the rights and obligations set forth in §12.A.i.a12.A.i.a.
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Grantee
an amount equal to the percentage of the total reimbursement payable under this
Agreement that corresponds to the percentage of Work satisfactorily completed and
accepted, as determined by the State, less payments previously made. Additionally, if
this Agreement is less than 60% completed, as determined by the State, the State may
reimburse Grantee for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Grantee which are directly attributable
to the uncompleted portion of Grantee’s obligations, provided that the sum of any and
all reimbursement shall not exceed the maximum amount payable to Grantee hereunder.
F. Grantee’s Termination Under Federal Requirements
Grantee may request termination of this Grant by sending notice to the State, or to the Federal
Awarding Agency with a copy to the State, which includes the reasons for the termination
and the effective date of the termination. If this Grant is terminated in this manner, then
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Grantee shall return any advanced payments made for work that will not be performed prior
to the effective date of the termination.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. “Agreement” means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto.
B. RESERVED
C. “Breach of Agreement” means the failure of a Party to perform any of its obligations in
accordance with this Agreement, in whole or in part or in a timely or satisfactory manner .
The institution of proceedings under any bankruptcy, insolvency, reorganization or similar
law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or
any of its property, which is not vacated or fully stayed within 30 days after the institution of
such proceeding, shall also constitute a breach. If Grantee is debarred or suspended under
§24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or
suspension shall constitute a breach.
D. “Budget” means the budget for the Work described in Exhibit C.
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. RESERVED
G. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.
H. “Deliverable” means the outcome to be achieved or output to be provided, in the form of a
tangible or intangible Good or Service that is produced as a result of Grantee’s Work that is
intended to be delivered by Grantee.
I. “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.
J. “End of Term Extension” means the time period defined in §2.D2.D.
K. “Exhibits” means the exhibits and attachments included with this Agreement as shown on
the Cover Page for this Agreement.
L. “Extension Term” means the time period defined in §2.C.
M. RESERVED
N. RESERVED
O. “Goods” means any movable material acquired, produced, or delivered by Grantee as set
forth in this Agreement and shall include any movable material acquired, produced, or
delivered by Grantee in connection with the Services.
P. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by the State under this Agreement.
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Q. “Grant Maximum Amount” means an amount equal to the total of Grant Funds for this
Agreement.
R. “Incident” means any accidental or deliberate event that results in or constitutes an imminent
threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of
any communications or information resources of the State, which are included as part of the
Work, as described in §§24-37.5-401, et seq. C.R.S. Incidents include, without limitation, (i)
successful attempts to gain unauthorized access to a State system or State Records regardless
of where such information is located; (ii) unwanted disruption or denial of service; (iii) the
unauthorized use of a State system for the processing or storage of data; or (iv) changes to
State system hardware, firmware, or software characteristics without the State’s knowledge,
instruction, or consent.
S. “Initial Term” means the time period defined in §2.B2.B.
T. “Matching Funds” means the funds provided Grantee as a match required to receive the
Grant Funds.
U. “Party” means the State or Grantee, and “Parties” means both the State and Grantee.
V. RESERVED
W. “PII” means personally identifiable information including, without limitation, any
information maintained by the State about an individual that can be used to distinguish or
trace an individual’s identity, such as name, social security number, date and place of birth,
mother’s maiden name, or biometric records; and any other information that is linked or
linkable to an individual, such as medical, educational, financial, and employment
information. PII includes, but is not limited to, all information defined as personally
identifiable information in §§24-72-501 and 24-73-101, C.R.S. “PII” shall also mean
“personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S.
X. RESERVED
Y. RESERVED
Z. “Services” means the services to be performed by Grantee as set forth in this Agreement, and
shall include any services to be rendered by Grantee in connection with the Goods.
AA. “State Confidential Information” means any and all State Records not subject to disclosure
under CORA. State Confidential Information shall include, but is not limited to, PII and State
personnel records not subject to disclosure under CORA. State Confidential Information shall
not include information or data concerning individuals that is not deemed confidential but
nevertheless belongs to the State, which has been communicated, furnished, or disclosed by
the State to Grantee which (i) is subject to disclosure pursuant to CORA; (ii) is already known
to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or subsequently
becomes publicly available without breach of any obligation owed by Grantee to the State;
(iv) is disclosed to Grantee, 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.
BB. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a), C.R.S.
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CC. “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and
ending on June 30 of the following calendar year. If a single calendar year follows the term,
then it means the State Fiscal Year ending in that calendar year.
DD. “State Records” means any and all State data, information, and records, regardless of
physical form, including, but not limited to, information subject to disclosure under CORA.
EE. “Subcontractor” means third-parties, if any, engaged by Grantee to aid in performance of
the Work. “Subcontractor” also includes sub-grantees of grant funds.
FF. RESERVED
GG. RESERVED
HH. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards.
II. “Work” means the Goods delivered and Services performed pursuant to this Agreement.
JJ. “Work Product” means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, information, and any other results of the Work.
“Work Product” does not include any material that was developed prior to the Effective Date
that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined in an Exhibit shall be construed and
interpreted as defined in that Exhibit.
4. STATEMENT OF WORK
Grantee shall complete the Work as described in this Agreement and in accordance with the
provisions of Exhibit A. The State shall have no liability to compensate Grantee for the delivery
of any goods or the performance of any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO GRANTEE
A. Maximum Amount
Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The
State shall not pay Grantee any amount under this Agreement that exceeds the Agreement
Maximum for each State Fiscal Year shown on the Cover Page of this Agreement.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Grantee in the amounts and in accordance with the schedule
and other conditions set forth in Exhibit A.
b. Grantee 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 Grantee and previously accepted by the State during the term that the invoice
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covers. If the State determines that the amount of any invoice is not correct, then
Grantee 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.
Grantee shall invoice the State separately for accrued interest on 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 Grantee disputes any calculation, determination or amount of any payment, Grantee
shall notify the State in writing of its dispute within 30 days following the earlier to
occur of Grantee’s receipt of the payment or notification of the determination or
calculation of the payment by the State. The State will review the information presented
by Grantee and may make changes to its determination based on this review. The
calculation, determination or payment amount that results from the State’s review shall
not be subject to additional dispute under this subsection. No payment subject to a
dispute under this subsection shall be due until after the State has concluded its review,
and the State shall not pay any interest on any amount during the period it is subject to
dispute under this subsection.
iv. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the
current State Fiscal Year. Payment to Grantee 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 Grantee shall be contingent upon such non-State funding
continuing to be made available for payment. Payments to be made pursuant to this
Agreement shall be made only from Grant Funds, and the State’s liability for such
payments shall be limited to the amount remaining of such Grant Funds. If State, federal
or other funds are not appropriated, or otherwise become unavailable to fund this
Agreement, the State may, upon written notice, terminate this Agreement, in whole or
in part, without incurring further liability. The State shall, however, remain obligated
to pay for Services and Goods that are delivered and accepted prior to the effective date
of notice of termination, and this termination shall otherwise be treated as if this
Agreement were terminated in the public interest as described in §2.E.
C. Matching Funds
Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee 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. Grantee’s obligation to pay all or any
part of any matching funds, whether direct or contingent, only extend to funds duly and
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lawfully appropriated for the purposes of this Agreement by the authorized representatives
of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State
that the amount designated “Grantee’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. Grantee 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 Grantee.
D. Reimbursement of Grantee Costs
Only with prior written approval, the State shall reimburse Grantee’s allowable costs, not
exceeding the maximum total amount described in Exhibit A and §5.A for all allowable costs
described in this Grant and shown in the Budget, except that Grantee may adjust the amounts
between each line item of the Budget without formal modification to this Agreement as long
as the Grantee provides notice to the State of the change, the change does not modify the total
maximum amount of this Agreement or the maximum amount for any state fiscal year, and
the change does not modify any requirements of the Work. The State shall reimburse Grantee
for the federal share of properly documented allowable costs related to the Work after review
and approval thereof, subject to the provisions of this Agreement and Exhibit A. However,
any costs incurred by Grantee prior to the Effective Date shall not be reimbursed. Grantee’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 if those costs are:
i. Reasonable and necessary to accomplish the Work and for the Goods and Services
provided; and
ii. Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value
received by Grantee that reduce the cost actually incurred).
E. Close-Out
Grantee 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, Grantee shall
submit to the State all deliverables (including documentation) as defined in this Agreement
and Grantee’s final reimbursement request or invoice. The State will withhold 5% of
allowable costs until all final documentation has been submitted and accepted by the State as
substantially complete.
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 three months, Grantee shall submit, on a quarterly basis,
a written report specifying progress made for each specified performance measure and
standard in this Agreement. Such progress report shall be in accordance with the procedures
developed and prescribed by the State. Progress reports shall be submitted to the State not
later than five Business Days following the end of each calendar quarter or at such time as
otherwise specified by the State.
B. Litigation Reporting
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If Grantee 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 Grantee’s ability to perform its obligations under this
Agreement, Grantee shall, within ten days after being served, notify the State of such action
and deliver copies of such pleading or document to the State’s Principal Representative
identified on the Cover Page for this Agreement.
C. Performance and Final Status
Grantee shall submit all financial, performance and other reports to the State no later than 45
calendar days after the end of the Initial Term if no Extension Terms are exercised, or the
final Extension Term exercised by the State, containing an evaluation and review of Grantee’s
performance and the final status of Grantee’s obligations hereunder.
D. Violations Reporting
Grantee shall disclose, in a timely manner, in writing to the State, all violations of federal or
State criminal law involving fraud, bribery, or gratuity violations potentially affecting the
award. The State may impose any penalties for noncompliance allowed under 2 CFR Part
180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment.
7. GRANTEE RECORDS
A. Maintenance
Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a
complete file of all records, documents, communications, notes and other written materials,
electronic media files, and communications, pertaining in any manner to the Work or the
delivery of Services (including, but not limited to the operation of programs) or Goods
hereunder. Grantee shall maintain such records 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 ea ch
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, a cognizant agency for audit, oversight or indirect costs, and the State, may
notify Grantee in writing that the Record Retention Period shall be extended. For records for
real property and equipment, the Record Retention Period shall extend three years following
final disposition of such property.
B. Inspection
Grantee shall permit the State, the federal government, and any other duly authorized agent
of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Grantee
Records during the Record Retention Period. Grantee shall make Grantee Records available
during normal business hours at Grantee’s office or place of business, or at other mutually
agreed upon times or locations, upon no fewer than two Business Days’ notice from the State,
unless the State determines that a shorter period of notice, or no notice, is necessary to protect
the interests of the State.
C. Monitoring
The State will monitor Grantee’s performance of its obligations under this Agreement using
procedures as determined by the State. The federal government and any other duly authorized
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agent of a governmental agency, in its discretion, may monitor Grantee’s performance of its
obligations under this Agreement using procedures as determined by that governmental
entity. The State shall have the right, in its sole discretion, to change its monitoring
procedures and requirements at any time during the term of this Agreement. The State shall
monitor Grantee’s performance in a manner that does not unduly interfere with Grantee’s
performance of the Work.
D. Final Audit Report
Grantee shall promptly submit to the State a copy of any final audit report of an audit
performed on Grantee’s records that relates to or affects this Agreement or the Work, whether
the audit is conducted by Grantee or a third party.
8. CONFIDENTIAL INFORMATION-STATE RECORDS
A. Confidentiality
Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State
Records, unless those State Records are publicly available. Grantee 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 thi s Agreement,
permitted by law or approved in writing by the State. Grantee shall provide for the security
of all State Confidential Information in accordance with all policies promulgated by the
Colorado Office of Information Security and all applicable laws, rules, policies, publications,
and guidelines. Grantee shall immediately forward any request or demand for State Records
to the State’s Principal Representative.
B. Other Entity Access and Nondisclosure Agreements
Grantee may provide State Records to its agents, employees, assigns and Subcontractors as
necessary to perform the Work, but shall restrict access to State Confidential Information to
those agents, employees, assigns and Subcontractors who require access to perform their
obligations under this Agreement. Grantee 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.
Grantee shall provide copies of those signed nondisclosure provisions to the State upon
execution of the nondisclosure provisions.
C. Use, Security, and Retention
Grantee shall use, hold and maintain State Confidential Information in compliance with any
and all applicable laws and regulations in facilities located within the United States, and shall
maintain a secure environment that ensures confidentiality of all State Confidential
Information wherever located. Grantee shall provide the State with access, subject to
Grantee’s reasonable security requirements, for purposes of inspecting and monitoring access
and use of State Confidential Information and evaluating security control effectiveness. Upon
the expiration or termination of this Agreement, Grantee shall return State Records provided
to Grantee or destroy such State Records and certify to the State that it has done so, as directed
by the State. If Grantee is prevented by law or regulation from returning or destroying State
Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease
to use, such State Confidential Information.
D. Incident Notice and Remediation
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If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate
with the State regarding recovery, remediation, and the necessity to involve law enforcement,
as determined by the State. Unless Grantee can establish that none of Grantee or any of its
agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee
shall be responsible for the cost of notifying each person who may have been impacted by
the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a
similar type of Incident in the future as directed by the State, which may include, but is not
limited to, developing and implementing a remediation plan that is approved by the State at
no additional cost to the State. The State may adjust or direct modifications to this plan, in its
sole discretion and Grantee shall make all modifications as directed by the State. If Grantee
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 Grantee shall reimburse the
State for the reasonable costs thereof.
E. Safeguarding PII
If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee
shall provide for the security of such PII, in a manner and form acceptable to the State,
including, without limitation, State non-disclosure requirements, use of appropriate
technology, security practices, computer access security, data access security, data storage
encryption, data transmission encryption, security inspections, and audits. Grantee shall be a
“Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain
security procedures and practices consistent with §§24-73-101 et seq., C.R.S. In addition, as
set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to,
Contractor’s employees, agents and Subcontractors, agrees not to share any PII with any third
parties for the purpose of investigating for, participating in, cooperating with, or assisting
with Federal immigration enforcement. If Contractor is given direct access to any State
databases containing PII, Contractor shall execute, on behalf of itself and its employees, the
certification attached hereto as Exhibit __ on an annual basis Contractor’s duty and obligation
to certify as set forth in Exhibit __ shall continue as long as Contractor has direct access to
any State databases containing PII. If Contractor uses any Subcontractors to perform services
requiring direct access to State databases containing PII, the Contractor shall require such
Subcontractors to execute and deliver the certification to the State on an annual basis, so long
as the Subcontractor has access to State databases containing PII.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Grantee shall not engage in any business or activities or maintain any relationships that
conflict in any way with the full performance of the obligations of Grantee under this
Agreement. Such a conflict of interest would arise when a Grantee or Subcontractor’s
employee, officer or agent were to offer or provide any tangible personal benefit to an
employee of the State, or any member of his or her immediate family or his or her partner,
related to the award of, entry into or management or oversight of this Agreement.
B. Apparent Conflicts of Interest
Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict
of interest shall be harmful to the State’s interests. Absent the State’s prior written approval,
Grantee shall refrain from any practices, activities or relationships that reasonably appear to
be in conflict with the full performance of Grantee’s obligations under this Agreement.
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C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict
or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure
statement setting forth the relevant details for the State’s consideration. Failure to promptly
submit a disclosure statement or to follow the State’s direction in regard to the actual or
apparent conflict constitutes a breach of this Agreement.
D. Contractor acknowledges that all State employees are subject to the ethical principles
described in §24-18-105, C.R.S. Contractor further acknowledges that State employees may
be subject to the requirements of §24-18-105, C.R.S. with regard to this Contract.
10. INSURANCE
Grantee 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 Grantee or Subcontractor employees acting within the course and
scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one 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. RESERVED
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
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i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Additional Insured
The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed
operations) required of Grantee and Subcontractors.
H. Primacy of Coverage
Coverage required of Grantee and each Subcontractor shall be primary and noncontributory
over any insurance or self-insurance program carried by Grantee or the State.
I. 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 Grantee and Grantee shall forward such notice to the State in accordance with
§14 within seven days of Grantee’s receipt of such notice.
J. Subrogation Waiver
All commercial insurance policies secured or maintained by Grantee 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 Grantee or the State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
K. Public Entities
If Grantee is a “public entity” within the meaning of the Colorado Governmental Immunity
Act, §§24-10-101, et seq., C.R.S. (the “GIA”), Grantee shall maintain, in lieu of the liability
insurance requirements stated above, at all times during the term of this Agreement such
liability insurance, by commercial policy or self-insurance, as is necessary to meet its
liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA,
Grantee shall ensure that the Subcontractor maintain at all times during the terms of this
Grantee, in lieu of the liability insurance requirements stated above, such liability insurance,
by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s
obligations under the GIA.
L. Certificates
For each commercial insurance plan provided by Grantee under this Agreement, Grantee
shall provide to the State certificates evidencing Grantee’s insurance coverage required in
this Agreement within seven Business Days following the Effective Date. Grantee shall
provide to the State certificates evidencing Subcontractor insurance coverage required under
this Agreement within seven Business Days following the Effective Date, except that, if
Grantee’s subcontract is not in effect as of the Effective Date, Grantee shall provide to the
State certificates showing Subcontractor insurance coverage required under this Agreement
within seven Business Days following Grantee’s execution of the subcontract. No later than
15 days before the expiration date of Grantee’s or any Subcontractor’s coverage, Grantee
shall deliver to the State certificates of insurance evidencing renewals of coverage. At any
other time during the term of this Agreement, upon request by the State, Grantee shall, within
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seven Business Days following the request by the State, supply to the State evidence
satisfactory to the State of compliance with the provisions of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach 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 Grantee is debarred or suspended under §24-109-105,
C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this
Agreement in whole or in part or institute any other remedy in this Agreement as of the date that
the debarment or suspension takes effect.
12. REMEDIES
A. State’s Remedies
If Grantee is in breach under any provision of this Agreement and fails to cure such breach,
the State, following the notice and cure period set forth in §11, shall have all of the remedies
listed in this section in addition to all other remedies set forth in this Agreement or at law.
The State may exercise any or all of the remedies available to it, in its discretion, concurrently
or consecutively.
i. Termination for Breach
In the event of Grantee’s uncured breach, the State may terminate this entire Agreement
or any part of this Agreement. Grantee 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, Grantee shall not incur further
obligations or render further performance past the effective date of such notice
and shall terminate outstanding orders and subcontracts with third parties.
However, Grantee shall complete and deliver to the State all Work not cancelled
by the termination notice and may incur obligations as necessary to do so within
this Agreement’s terms. At the request of the State, Grantee shall assign to the
State all of Grantee’s rights, title, and interest in and to such terminated orders or
subcontracts. Upon termination, Grantee shall take timely, reasonable and
necessary action to protect and preserve property in the possession of Grantee but
in which the State has an interest. At the State’s request, Grantee shall return
materials owned by the State in Grantee’s possession at the time of any
termination. Grantee shall deliver all completed Work Product and all Work
Product that was in the process of completion to the State at the State’s request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Grantee for
accepted Work received as of the date of termination. If, after termination by the
State, the State agrees that Grantee was not in breach or that Grantee’s action or
inaction was excusable, such termination shall be treated as a termination in the
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public interest, and the rights and obligations of the Parties shall be as if this
Agreement had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Grantee shall remain
liable to the State for any damages sustained by the State in connection with any
breach by Grantee, and the State may withhold payment to Grantee for the purpose
of mitigating the State’s damages until such time as the exact amount of damages
due to the State from Grantee is determined. The State may withhold any amount
that may be due Grantee as the State deems necessary to protect the State against
loss including, without limitation, loss as a result of outstanding liens and excess
costs incurred by the State in procuring from third parties replacement Work as
cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
a. Suspend Performance
Suspend Grantee’s performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Grantee to an
adjustment in price or cost or an adjustment in the performance schedule. Grantee
shall promptly cease performing Work and incurring costs in accordance with the
State’s directive, and the State shall not be liable for costs incurred by Grantee
after the suspension of performance.
b. Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Grantee’s actions or
inactions, cannot be performed or if they were performed are reasonably of no
value to the state; provided, that any denial of payment shall be equal to the value
of the obligations not performed.
d. Removal
Demand immediate removal of any of Grantee’s employees, agents, or
Subcontractors from the Work whom the State deems incompetent, careless,
insubordinate, unsuitable, or otherwise unacceptable or whose continued relation
to this Agreement is deemed by the State to be contrary to the public interest or
the State’s best interest.
e. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any
Work is likely to infringe, a patent, copyright, trademark, trade secret or other
intellectual property right, Grantee shall, as approved by the State (i) secure that
right to use such Work for the State and Grantee; (ii) replace the Work with
noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii)
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remove any infringing Work and refund the amount paid for such Work to the
State.
B. Grantee’s Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach,
Grantee, following the notice and cure period in §11 and the dispute resolution process in
§13 shall have all remedies available at law and equity.
13. DISPUTE RESOLUTION
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 Grantee for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A13.A fails to resolve the dispute within ten Business
Days, Grantee 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 if Grantee wishes to challenge any decision
rendered by the Procurement Official, Grantee’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 Grantee 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 (C) as an email with read receipt requested to the principal representative at the
email address, if any, set forth on the Cover Page for this Agreement. If a Party delivers a notice
to another through email and the email is undeliverable, then, unless the Party has been provided
with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with
receipt required or by certified or registered mail to such Party’s principal representative at the
address set forth on the Cover Page for this Agreement. Either Party may change its principal
representative or principal representative contact information, or may designate specific other
individuals to receive certain types of notices in addition to or in lieu of a principal representative,
by notice 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.
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15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
i. RESERVED
ii. RESERVED
iii. Assignments and Assistance
Whether or not Grantee is under contract with the State at the time, Grantee shall
execute applications, assignments, and other documents, and shall render all other
reasonable assistance requested by the State, to enable the State to secure patents,
copyrights, licenses and other intellectual property rights related to the Work Product.
The Parties intend the Work Product to be works made for hire. Grantee assigns to the
State and its successors and assigns, the entire right, title, and interest in and to all
causes of action, either in law or in equity, for past, present, or future infringement of
intellectual property rights related to the Work Product and all works based on, derived
from, or incorporating the Work Product.
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”). Grantee shall not use, willingly allow, cause or
permit Work Product or State Materials to be used for any purpose other than the performance
of Grantee’s obligations in this Agreement without the prior written consent of the State.
Upon termination of this Agreement for any reason, Grantee 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 Grantee
Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials
owned or licensed to Grantee 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 Grantee under this Agreement, whether incorporated in a
Deliverable or necessary to use a Deliverable (collectively, “Grantee Property”). Grantee
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 Grantee under this Agreement is $100,000 or greater, either on
the Effective Date or at any time thereafter, this section shall apply. Grantee 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”). Grantee’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.
17. GENERAL PROVISIONS
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A. Assignment
Grantee’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
Grantee’s rights and obligations approved by the State shall be subject to the provisions of
this Agreement.
B. Subcontracts
Grantee shall not enter into any subgrant or subcontract in connection with its obligations
under this Agreement without the prior, written approval of the State. Grantee shall submit
to the State a copy of each such subgrant or subcontract upon request by the State. All
subgrants and subcontracts entered into by Grantee 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.
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 of reference only, and shall
not be used to interpret, define, or limit its provisions. All references in this Agreement to
sections (whether spelled out or using the § symbol), subsections, exhibits or other
attachments, are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties
related to the Work, and all prior representations and understandings related to the Work, oral
or written, are merged into this Agreement. Prior or contemporaneous additions, deletions,
or other changes to this Agreement shall not have any force or effect whatsoever, unless
embodied herein.
H. Digital Signatures
If any signatory signs this agreement using a digital signature in accordance with the
Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of
digital signatures issued under the State Fiscal Rules, then any agreement or consent to use
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digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall
only be effective if agreed to in a formal amendment to this Agreement, properly executed
and approved in accordance with applicable Colorado State law and State Fiscal Rules.
Modifications permitted under this Agreement, other than Agreement amendments, shall
conform to the policies issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or
other authority shall be interpreted to refer to such authority then current, as may have been
changed or amended since the Effective Date of this Agreement.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any
provision included in any terms, conditions, or agreements appearing on Grantee’s or a
Subcontractor’s website or any provision incorporated into any click-through or online
agreements related to the Work unless that provision is specifically referenced in this
Agreement.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full
force and effect, provided that the Parties can continue to perform their obligations under this
Agreement in accordance with the intent of this Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or
expiration of this Agreement shall survive the termination or expiration of this Agreement
and shall be enforceable by the other Party.
N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle
D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from
State and local government sales and use taxes under §§39 -26-704(1), et seq., C.R.S.
(Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be
liable for the payment of any excise, sales, or use taxes, regardless of whether any political
subdivision of the state imposes such taxes on Grantee. Grantee shall be solely responsible
for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to
have in place in connection with this Agreement.
O. 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
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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
Grantee shall perform its obligations under this Agreement in accordance with the highest
standards of care, skill and diligence in Grantee’s industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations
Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of
this Agreement, at its sole expense, all licenses, certifications, permits, and other
authorizations required to perform its obligations under this Agreement, and shall ensure that
all employees, agents and Subcontractors secure and maintain at all times during the term of
their employment, agency or Subcontractor, all license, certifications, permits and other
authorizations required to perform their obligations in relation to this Agreement.
T. Indemnification
i. General Indemnification
Grantee 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 Grantee, or its employees, agents, Subcontractors, or assignees in
connection with this Agreement.
ii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Grantee in violation of §8 may
be cause for legal action by third parties against Grantee, the State, or their respective
agents. Grantee 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
Grantee, or its employees, agents, assigns, or Subcontractors in violation of §8.
iii. Intellectual Property Indemnification
Grantee shall indemnify, save, and hold harmless 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
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that any Work infringes a patent, copyright, trademark, trade secret, or any other
intellectual property right.
iv. Accessibility Indemnification
Grantee shall indemnify, save, and hold harmless 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 Grantee’s failure to comply with §§24-85-101, et seq., C.R.S., or the
Accessibility Standards for Individuals with a Disability as established by OIT pursuant
to Section §24-85-103 (2.5), C.R.S.
U. RESERVED
V. Accessibility
i. Grantee shall comply with and the Work Product provided under this Agreement shall
be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and
the Accessibility Standards for Individuals with a Disability, as established by the
Governor’s Office of Information Technology (OIT), pursuant to Section §24-85-103
(2.5), C.R.S. Grantee shall also comply with all State of Colorado technology standards
related to technology accessibility and with Level AA of the most current version of the
Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado
technology standards.
ii. The State may require Grantee’s compliance to the State’s Accessibility Standards to
be determined by a third party selected by the State to attest to Grantee’s Work Product
and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility
Standards for Individuals with a Disability as established by OIT pursuant to Section
§24-85-103 (2.5), C.R.S.
18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller
or designee. If this Agreement is for a Major Information Technology Project, as defined in
§24-37.5-102(2.6), C.R.S., then this Agreement shall not be valid until it has been approved
by the State’s Chief Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State,
its departments, boards, commissions committees, bureaus, offices, employees and officials
shall be controlled and limited by the provisions of the Colorado Governmental Immunity
Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and
28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S.
No term or condition of this Agreement shall be construed or interpreted as a waiver, express
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or implied, of any of the immunities, rights, benefits, protections, or other provisions,
contained in these statutes.
D. INDEPENDENT CONTRACTOR.
Grantee shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an
agent or employee of the State. Grantee shall not have authorization, express or implied, to
bind the State to any agreement, liability or understanding, except as expressly set forth
herein. Grantee and its employees and agents are not entitled to unemployment insurance or
workers compensation benefits through the State and the State shall not pay for or otherwise
provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when
due all applicable employment taxes and income taxes and local head taxes incurred pursuant
to this Agreement. Grantee 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.
Grantee shall comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall
be null and void. All suits or actions related to this Agreement shall be filed and proceedings
held in the State of Colorado and exclusive venue shall be in the City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold Grantee
harmless; requires the State to agree to binding arbitration; limits Grantee’s liability for
damages resulting from death, bodily injury, or damage to tangible property; or that conflicts
with this provision in any way shall be void ab initio. Nothing in this Agreement shall be
construed as a waiver of any provision of §24-106-109, C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Agreement shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term
of this Agreement and any extensions, Grantee has and shall maintain in place appropriate
systems and controls to prevent such improper use of public funds. If the State determines
that Grantee is in violation of this provision, the State may exercise any remedy available at
law or in equity or under this Agreement, including, without limitation, immediate
termination of this Agreement and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and
24-50-507, C.R.S.
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The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Agreement. Grantee
has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Grantee’s services and Grantee shall not employ
any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-
202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the
State Controller may withhold payment under the State’s vendor offset intercept system for
debts owed to State agencies for: (i) unpaid child support debts or child support arrearages;
(ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et
seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher
Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and
(v) other unpaid debts owing to the State as a result of final agency determination or judicial
action. The State may also recover, at the State’s discretion, payments made to Grantee in
error for any reason, including, but not limited to, overpayments or improper payments, and
unexpended or excess funds received by Grantee by deduction from subsequent payments
under this Agreement, deduction from any payment due under any other contracts, grants or
agreements between the State and Grantee, or by any other appropriate method for collecting
debts owed to the State.
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EXHIBIT A: STATEMENT OF WORK AND CONDITIONS
Project Description 2025-CTE: Two (2) 35' EV Bus Replacements (w/ 2025-FASTER)
Project End Date June 30, 2027
Subrecipient Avon, Town of UEID # R9Q7L4C1QKK5
Contact Name Jim Shoun Vendor # 2000101
Address 100 Mikaela Way
PO Box 975
Avon, CO 81620
Phone # (970) 748-4113
Email jshoun@avon.org Indirect Rate N/A
WBS* 26850.10.50 ALI 11.12.02
Total Project Budget (CTE and FASTER Funds) $3,071,306.00
State CTE Funds (at 100% or less) $1,714,706.00
Local Funds (at 0% or more) $0.00
Total FASTER Budget $1,356,600.00
State FASTER Funds $1,085,280.00
Local Funds $271,320.00
Total Project Amount Encumbered via this Grant Agreement $1,714,706.00
*The WBS numbers may be replaced without changing the amount of the grant at CTE’s discretion.
A. Project Description
The Town of Avon shall use 2025 CTE funds and 2025 FASTER funds to purchase two (2) 35' EV buses as more fully
described below. The purchase will support the goals of the CTE 10 Year Plan and the Statewide Transit Plan.
Town of Avon shall use capital funds to purchase the following ADA compliant vehicle(s) (Capital Asset(s)):
ALI QTY Fuel Type Description CTE Amount
11.12.02 2 Electric Battery Replacement Bus - STD 35 FT $1,714,706.00
The Capital Asset(s) being purchased is/are to replace the following existing fleet vehicle(s):
VIN Fleet ID COTRAMS
Inventory Year Make Model
15GGB271981077578 856 - 05-AS INV-00004798 2008 GIL - Gillig Corporation LF35 (G27B)
15GGE2712B1091935 857 - 05-AS INV-00004799 2011 GIL - Gillig Corporation LF29 BRT (G27E)
B. Performance Standards
1. Project Milestones
Milestone Description Original Estimated
Completion Date
Submit Procurement Concurrence Request (PCR) in COTRAMS for Project Manager
Approval
7/1/2025
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Submit Purchase Authorization (PA) and solicitation docs in COTRAMS for Project
Manager Approval
8/1/2025
Take Delivery of (First) Vehicle/Equipment/Project Property 10/31/2026
Take Delivery of and Accept All Vehicles/Equipment/Project Property 10/31/2026
Submit Reimbursement Request in COTRAMS 12/31/2026
IMPORTANT NOTE: All milestones in this Statement of Work (except for the final reimbursement request)
must be completed no later than the expiration date of this Grant Agreement: June 30, 2027.
2. The Town of Avon shall use the Capital Asset(s) purchased in its transit operations and shall perform
regularly recurring maintenance with specific performance measures tied to Town of Avon’s written
maintenance plans, including manufacturer’s recommendations and warranty program(s). The Town of
Avon will measure whether this project is successful and improves efficiency, effectiveness, and safety of
transportation.
3. Performance will be reviewed throughout the duration of this Grant Agreement. The Town of Avon shall
report to the CTE Project Manager whenever one or more of the following occurs:
a. Budget or schedule changes;
b. Scheduled milestone or completion dates are not met;
c. Identification of problem areas and how the problems will be resolved; and/or
d. Expected impacts and the efforts to recover from delays.
4. Town of Avon shall submit all required reimbursements and project documents, including the assignment
of “Colorado Department of Transportation” as the lienholder on the Capital Asset(s), as a condition of
project closeout.
C. Project Budget
1. The Total Project Budget is $3,071,306.00 and is comprised of the following components: state share of
$1,714,706 (100%) from 2025 CTE, with a secondary FASTER grant of $1,356,600.00, comprised of
State FASTER Funds of $1,085,280.00 and Local Funds of $271,320.00. For CTE accounting purposes,
the CTE Funds of $1,714,706.00 will be encumbered for this Grant Agreement.
2. CTE will pay up to the maximum amount of $1,714,706.00. CTE will retain any remaining balance of the
state share of CTE Funds. The Town of Avon shall be solely responsible for all costs incurred in the
project in excess of the amount paid by CTE from CTE Funds for the state share of eligible, actual costs.
3. No refund or reduction of the amount of the Town of Avon’s share to be provided for the project will be
allowed unless there is at the same time a refund or reduction of the state share of a proportionate amount.
4. The Town of Avon may use eligible federal or state funds for the Local Funds share. Town of Avon’s
share, together with the State CTE Funds share, shall be enough to ensure payment of the Total Project
Budget.
5. Per the terms of this Grant Agreement, CTE will have no obligation to provide state funds for use on this
project. CTE will administer CTE funds for this project under the terms of this Grant Agreement,
provided that the state share of CTE funds to be administered by CTE are made available and remain
available. Town of Avon shall initiate and prosecute to completion all actions necessary to enable Town
of Avon to provide its share of the Total Project Budget at or prior to the time that such funds are needed
to meet the Total Project Budget.
D. Procurement
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Procurement of the Capital Asset(s) by Town of Avon shall comply with state procurement procedures and the DTR Quick
Procurement Guide. In addition to the state requirements outlined below, state and federal procedures for purchase of the
Capital Asset(s), including 2 CFR 200.320 (where applicable) shall be followed and outlined prior to procurement.
1. The first step in the procurement process shall be to obtain an Independent Cost Estimate (ICE).
2. The second step, and prior to soliciting a vendor, shall be to obtain Procurement Concurrence Request
(PCR) approval from the CTE Project Manager through COTRAMS. The request for PCR approval shall
include a copy of the proposed solicitation documents and the ICE.
3. The third step, and prior to entering into a purchasing agreement or contract with the selected vendor,
shall be to obtain Purchase Authorization (PA) approval from the CTE Project Manager through
COTRAMS. The request for PA approval shall include a copy of the final solicitation documents (e.g.
documented quote, quick bid, response(s) to RFP/IFB).
4. Upon delivery, the Town of Avon shall be responsible fo r having the Capital Asset(s) inspected and
accepted within fifteen (15) calendar days of delivery. If defects prevent acceptance of the Capital
Asset(s), the Town of Avon will contact the vendor to resolve any defects and notify CTE.
5. Town of Avon shall be responsible for reimbursing the selected vendor within forty-five (45) calendar
days after acceptance of the Capital Asset(s).
E. Reimbursement Eligibility
Requests for reimbursement for eligible project costs will be paid to the Town of Avon upon submission of a complete
reimbursement packet in COTRAMS for those eligible costs incurred during the Grant Agreement effective dates.
Accepted reimbursement packets shall include the following completed documents:
● Independent Cost Estimate (ICE)
● Procurement Concurrence Request (PCR)
● Purchase Authorization (PA)
● Signed Notice of Acceptance (NA)
● Signed Security Agreement (SA)
● Application for Title showing “Colorado Department of Transportation” as the lienholder
● Invoice
● Proof of Payment
● Post Delivery Certifications
Town of Avon shall submit the final request for reimbursement within sixty (60) calendar days of acceptance of the Capital
Asset(s) and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fifteen (15) calendar days of
issuance of the final reimbursement payment.
F. State Interest-Service Life
The useful life of rolling stock begins on the date the vehicle is placed in revenue service and continues until it is remove d
from revenue service. The useful life in years refers to total time in transit revenue service, not time spent stockpiled or
otherwise unavailable for regular transit use. The useful life in miles refers to total miles in transit revenue service. Non -
revenue miles and periods of extended removal from service do not count towards us eful life. Changes in operating
circumstances, including unforeseen difficulty maintaining vehicles, higher cost of fuel, and changes in local law limiting
where vehicles can be operated are not exemptions from useful life requirements.
Minimum useful life is the minimum number of years or miles, whichever comes first, that must be accumulated in revenue
service before the Capital Asset(s) can be disposed of, in accordance with CDOT DTR’s State Management Plan.
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CDOT maintains CTE’s share of the remaining state interest upon disposition of the Capital Asset(s) before the minimum
useful life has been met or for a fair market value greater than $5,000 after the minimum useful life has been met, according
to the provisions of CDOT DTR’s State Management Plan.
Town of Avon shall not dispose or otherwise release the Capital Asset(s) to any other party while there is state interest in
the Capital Asset(s) without prior approval from the CTE Project Manager. Town of Avon is responsible for making the
request to the CTE Project Manager in a timely manner, providing appropriate documentation, if indicated, when a
disposition and lien release is being requested in order to allow CDOT to process the release of any lien(s).
CDOT and Town of Avon will work in conjunction wi th the Department of Revenue to assure the lien is released according
to state rules.
G. Training
In an effort to enhance transit safety, the Town of Avon and any subrecipients and subcontractors shall make a good faith
effort to ensure that appropriate training of agency and contracted personnel is occurring and that personnel are up to date
in appropriate certifications. In particular, the Town of Avon shall ensure that driving personnel are provided professional
training in defensive driving and training on the handling of mobility devices and transporting older adults and individuals
with disabilities.
H. Safety Data
Town of Avon and any subrecipients and subcontractors shall maintain and submit, as requested, data related to bus safety.
This may include, but not be limited to, the number of vehicle accidents within certain measurement parameters set forth by
CTE, the number and extent of passenger injuries or claims, and the number and extent of employee accidents, injuries and
incidents.
I. Restrictions on Lobbying
The Town of Avon is certifying that it complies with 2 CFR 200.450 by entering into this Grant Agreement.
J. Special Conditions
1. Town of Avon shall comply with all requirements imposed by CTE on Town of Avon so that the CTE
award is used in accordance with state statutes, regulations, CTE rules, and the terms and conditions of
the CTE award.
2. Town of Avon shall permit CTE and their auditors to have access to Town of Avon’s records and
financial statements as necessary, with reasonable advance notice.
3. Except as provided in this Grant Agreement, the Town of Avon shall not be reimbursed for any purchase,
issued purchase order, or leased capital equipment prior to the execution of this Grant Agreement.
4. Town of Avon shall document any loss, damage, or theft of FTA- or state-funded property, equipment, or
rolling stock in COTRAMS.
5. Town of Avon shall ensure that it does 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 in accordance with Title VI of the Civil Rights Act of 1964.
6. The town of Avon shall provide transportation services to persons with disabilities, in accordance with
Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.
7. The town of Avon shall agree to maintain documentation that supports compliance with the Americans
with Disabilities Act (ADA) and produce said documentation to CTE upon request.
8. Town of Avon shall develop and maintain an ADA Program in accordance with 28 CFR Part 35,
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Nondiscrimination on the Basis of Disability in State and Local Government Services, FTA Circular
4710.1, and any additional requirements established by CTE for transit grant subrecipients.
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EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
Insert the Option Number (e.g. "1" for the first option)
Grantee
Town of Avon
Original Agreement Number
Insert CMS number or Other Agreement Number of the Original
Contract
Current Agreement Maximum Amount
Initial Term
Option Agreement Number
Insert CMS number or Other Agreement Number of this Option
State Fiscal Year 20xx $0.00
Extension Terms Agreement Performance Beginning Date
Month Day, Year State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00 Current Agreement Expiration Date
Month Day, Year State Fiscal Year 20xx $0.00
Total for All State Fiscal Years $0.00
OPTIONS:
A. Option to extend for an Extension Term
REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) Number of the Original Agreement referenced above,
the State hereby exercises its option for an additional term, beginning Insert start date and ending on the current
Agreement expiration date shown above, at the rates stated in the Original Agreement, as amended.
OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later.
STATE OF COLORADO
Jared S. Polis, Governor
INSERT-Name of Agency or IHE
INSERT-Name & Title of Head of Agency or IHE
______________________________________________
By: Name & Title of Person Signing for Agency or IHE
Date: _________________________
In accordance with §24-30-202, C.R.S., this Option is not
valid until signed and dated below by the State Controller or
an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:___________________________________________
Name of Agency or IHE Delegate-Please delete if agreement
will be routed to OSC for approval
Option Effective Date:_____________________
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EXHIBIT C, TITLE VI – CIVIL RIGHTS
Nondiscrimination Requirements
The Parties 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. During the performance of this Agreement,
the Grantee, for itself, its assignees and successors in interest (hereinafter referred
to as the “Grantee”) agrees as follows:
(1) Compliance with Regulations: The Grantee shall comply with the Regu lation relative to
nondiscrimination in federally-assisted programs of the Department of Transportation
(hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be
amended from time to time, (hereinafter referred to as the “Regulations”), which are
herein incorporated by reference and made a part of this Agreement.
(2) Nondiscrimination: The Grantee, with regard to the Work performed by it during the
Agreement, shall not discriminate on the grounds of race, color, national origin, or sex in
the selection and retention of subgrantees, including procurements of materials and
leases of equipment. The Grantee shall not participate either directly or indirectly in the
discrimination prohibited by section 21.5 of the Regulations, including employment
practices when the Agreement covers a program set forth in Appendix B of the Regulations.
(3) Solicitations for Subgrantees, Including Procurements of Materials and Equipment: In all
solicitations either by competitive bidding or negotiation made by the Grantee for Work
to be performed under a subcontract, including procurements of materials or leases of
equipment, each potential subgrantee or supplier shall be notified by the Grantee of the
Grantee's obligations under this Agreement and the Regulations relative to
nondiscrimination on the grounds of race, color, national origin or sex.
(4) Information and Reports: The Grantee shall provide all information and reports required
by the Regulations or directives issued pursuant thereto, and shall permit access to its
books, records, accounts, other sources of information, and its facilities as may be
determined by the Colorado Department of Transportation to be pertinent to ascertain
compliance with such Regulations, orders and instructions. Where any information
required of a Grantee is in the exclusive possession of another who fails or ref uses to
furnish this information the Grantee shall so certify to the Colorado Department of
Transportation as appropriate, and shall set forth what efforts it has made to obtain the
information.
(5) Sanctions for Noncompliance: In the event of the Grantee's noncompliance with the
nondiscrimination provisions of this Agreement, the Colorado Department of
Transportation shall impose such contract sanctions as it may determine to be
appropriate, including, but not limited to:
(a) withholding of payments to the Grantee under the Agreement until the Grantee
complies, and/or
(b) cancellation, termination or suspension of the Agreement, in whole or in part.
(6) Incorporation of Provisions: The Grantee shall include the provisions of paragraphs (1)
through (6) in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Regulations, or directives issued pursuant thereto.
The Grantee shall take such action with respect to any subcontract or procurement
as the Colorado Department of Transportation may direct as a means of enforcing
such provisions including sanctions for non-compliance; provided, however, that,
in the event a Grantee becomes involved in, or is threatened with, litigation with a
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subgrantee or supplier as a result of such direction, the Grantee may request the
Colorado Department of Transportation to enter into such litigation to protect the
interests of the Colorado Department of Transportation.
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