25.07.24- IGA State of Colorado Contract Number: 25-HTR-ZL-00231 / 491003943
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STATE OF COLORADO INTERGOVERNMENTAL GRANT
AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number/PO Number
25-HTR-ZL-00231 / 491003943
Grantee
Town of Avon
Agreement Performance Beginning Date
The Effective Date
Initial Agreement Expiration Date
June 30, 2027 Grant Agreement Amount
Initial Term Fund Expenditure End Date
June 30, 2027
FASTER Funds Maximum Amount
Total for all Agreement Terms
$240,000.00
$240,000.00
Agreement Authority
Authority to enter into this Agreement
exists in CRS §§43-1-106, 43-1-110, 43-1-
117, 43-2-101(4)(c), 43-4-811(2), SB18-001,
SB17-228 and SB17-267.
Agreement Purpose
The purpose of this Grant is for CDOT to disburse FASTER Program Funds to Grantee to conduct
work within the provisions of this Grant.
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, 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 §17 of the main body of this Agreement.
3. The provisions of the other sections of the main body of this Agreement.
4. Exhibit A, Statement of Work and Budget.
5. Executed Option Letters (if any).
Principal Representatives
For the State:
Erin Kelican
Division of Transit and Rail
2829 W. Howard Place
Denver, CO 80204
erin.kelican@state.co.us
For Grantee:
Jim Shoun
Town of Avon
100 Mikaela Way
PO Box 975
Avon, CO 81620
jshoun@avon.org
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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.
Grantee Signature
Town of Avon
By: ___________________________
Name: ________________________
Title: __________________________
Date: __________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By: ___________________________
Name: ________________________
Title: __________________________
Date: __________________________
Second Grantee Signature, if Needed
Legal Review - Grantee
By: ___________________________
Name: ________________________
Title: __________________________
Date: __________________________
LEGAL REVIEW
Philip J. Weiser, Attorney General
________________________________________
By: Assistant Attorney General
Date: __________________________
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below
by the State Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
___________________________________________
By: Department of Transportation
Effective Date:_____________________
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Tamra N. Underwood
Mayor
7/23/2025
DTR Director
7/23/2025
Paul DesRocher
7/23/2025
Contract Number: 25-HTR-ZL-00231 / 491003943
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TABLE OF CONTENTS
1. PARTIES ...................................................................................................... 3
2. TERM AND EFFECTIVE DATE .............................................................................. 3
3. DEFINITIONS ................................................................................................ 4
4. STATEMENT OF WORK ..................................................................................... 6
5. PAYMENTS TO GRANTEE .................................................................................. 6
6. REPORTING - NOTIFICATION ............................................................................. 8
7. GRANTEE RECORDS ........................................................................................ 8
8. CONFIDENTIAL INFORMATION - STATE RECORDS ..................................................... 9
9. CONFLICTS OF INTEREST ................................................................................ 10
10. INSURANCE ................................................................................................. 11
11. BREACH OF AGREEMENT ................................................................................. 12
12. REMEDIES ................................................................................................... 13
13. DISPUTE RESOLUTION .................................................................................... 14
14. NOTICES and REPRESENTATIVES........................................................................ 14
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ............................................ 15
16. GENERAL PROVISIONS .................................................................................... 15
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ................................. 18
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 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.
If the Work will be performed in multiple phases, the period of performance start and end date
of each phase is detailed under the Project Schedule in Exhibit A.
B. Initial Term
The Parties’ respective performances under this Agreement shall commence on the Agreement
Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on
the Initial Agreement Expiration Date shown on the Cover Page for this Agreement (the “Initial
Term”) unless sooner terminated or further extended in accordance with the terms of this
Agreement.
C. Extension Terms - State’s Option
The State, at its discretion, shall have the option to extend the performance under this
Agreement beyond the Initial Term for a period, or for successive periods, of one year or less at
the same rates and under the same terms specified in this Agreement (each such period an
“Extension Term”). In order to exercise this option, the State shall provide written notice to
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
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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 of Agreement 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 por tion 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.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 no t exceed the Grant
Maximum Amount payable to Grantee hereunder.
F. Grantee’s Termination Under State Requirements
Grantee may request termination of this Grant by sending notice to the State, which includes
the reasons for the termination and the effective date of the termination. If this Grant is
terminated in this manner, then Grantee shall return any advanced payments made for work that
will not be performed prior to the effective date of the termination .
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated
by reference, all referenced statutes, rules and cited authorities, and any future modifications
thereto.
B. “Breach of Agreement” means the failure of a Party to perform any of its obligations in
accordance with this Agreement, in whole or in part or in a timely or satisfactory manner. The
institution of proceedings under any bankruptcy, insolvency, reorganization or simil ar law, by or
against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its
property, which is not vacated or fully stayed within 30 days after the institution of such
proceeding, shall also constitute a breach. If Grantee is debarred or suspended under §24-109-
105, C.R.S., at any time during the term of this Agreement, then such debarment or suspension
shall constitute a breach.
C. “Budget” means the budget for the Work described in Exhibit A.
D. “Business Day” means any day other than Saturday, Sunday, or a legal holiday as listed in §24 -
11-101(1), C.R.S.
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E. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.
F. “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.
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 Page for this Agreement.
H. “End of Term Extension” means the time period defined in §2.D.
I. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the
Cover Page for this Agreement.
J. “Extension Term” means the time period defined in §2.C.
K. “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.
L. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by the State under this Agreement.
M. “Grant Maximum Amount” means an amount equal to the total of Grant Funds for this
Agreement.
N. “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.
O. “Initial Term” means the time period defined in §2.B.
P. “Matching Funds” (Local Funds) means the funds provided by Grantee as a match required to
receive the Grant Funds.
Q. “Party” means the State or Grantee, and “Parties” means both the State and Grantee.
R. “PII” means personally identifiable information including, without limitation, any information
maintained by the State about an individual that can be used to distinguish or trace an
individual’s identity, such as name, social security number, date and place of birth, mother‘s
maiden name, or biometric records. PII includes, but is not limited to, all information defined as
personally identifiable information in §§24-72-501 and 24-73-101, C.R.S.
S. “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.
T. “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 no t 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.
U. “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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V. “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.
W. “State Records” means any and all State data, information, and records, regardless of physical
form.
X. “Subcontractor” means any third party engaged by Grantee to aid in performance of the Work.
“Subcontractor” also includes sub-grantees of Grant Funds.
Y. “Work” means the Goods delivered and Services performed pursuant to this Agreement.
Z. “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, tex t,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, information, and any other results of the Work.
“Work Product” does not include any material that was developed prior to the Effective Date
that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined elsewhere in thi s Agreement or in an Exhibit
shall be construed and interpreted as defined in that section.
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 liabili ty 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. Grant 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 Grant Maximum Amount
for that State Fiscal Year shown on the Cover Page of this Agreement as “FASTER Funds Maximum
Amount”.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Grantee in the amounts and in accordance with the 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. Any advance payment allowed under this Agreement, shall comply with State Fiscal Rules
and be made in accordance with the provisions of this Agreement and its Exhibits.
Eligibility and submission for advance payment is subject to State approval and must
include approved documentation in the form and manner set forth and approved by the
State.
d. The State shall pay each invoice within 45 days following the State’s receipt of that
invoice, so long as the amount invoiced correctly represents Work completed by Grantee
and previously accepted by the State during the term that the invoice covers. If the State
determines that the amount of any invoice is not correct, then Grantee shall make all
changes necessary to correct that invoice.
e. The acceptance of an invoice shall not constitute acceptance of any Work performed or
Deliverables provided under this Agreement.
ii. Interest
Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall
bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month,
as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest
shall not accrue on unpaid amounts that the State disputes in writing. Grantee shall invoice
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the State separately for accrued interest on delinquent amounts, and the invoice shall
reference the delinquent payment, the number of days’ interest to be paid and the interest
rate.
iii. Payment Disputes
If 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 disput e 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 Servic es 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 pa y all or any part of
any Matching Funds, whether direct or contingent, only extends to funds duly and lawfully
appropriated for the purposes of this Agreement by the authorized representatives of 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. If Grantee is a public entity, Grantee shall not pay or be liable for any
claimed interest, late charges, fees, taxes or penalties of any nature, except as required by
Grantee’s laws or policies.
D. Reimbursement of Grantee Costs
i. Any costs incurred by Grantee prior to the Effective Date shall not be reimbursed.
ii. The State shall reimburse Grantee’s allowable costs, not exceeding the Grant Maximum
Amount shown on the Cover Page of this Agreement and on Exhibit A for all allowable costs
described in this Agreement and shown in Exhibit A, except that Grantee may adjust the
amounts between each line item of Exhibit A 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 Grant Maximum Amount of this Agreement or the Grant Maximum Amount for any State
Fiscal Year, and the change does not modify any requirements of the Work.
iii. The State shall only reimburse allowable costs described in this Agreement and shown in the
Budget if those costs are:
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a. Reasonable and necessary to accomplish the Work and for the Goods and Services
provided; and
b. 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.)
iv. Grantee’s costs for Work performed after the Fund Ex penditure 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. Grantee shall initiate any
payment request by submitting invoices to the State in the form and manner set forth and
approved by the State.
E. Close-Out
Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on
the Cover Page for this Agreement. To complete close-out, 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 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
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 10 days after being served, notify the State of such a ction 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 n o 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 obligati ons hereunder.
D. Violations Reporting
Grantee shall disclose, in a timely manner, in writing to the State, all violations of State criminal
law involving fraud, bribery, or gratuity violations potentially affecting the Federal 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 S tate of a
complete file of all records, documents, communications, notes and other written materials,
electronic media files, and communications, pertaining in any manner to the Work and the
delivery of Services (including, but not limited to, the operation of programs) or Goods hereunder
(collectively, the “Grantee Records”). Grantee shall maintain such records for a period of three
years following the date of submission to the State of the final expenditure report, or if this
Award is renewed quarterly or annually, from the date of the submission of each quarterly or
annual report, respectively (the “Record Retention Period”). If any litigation, claim, or audit
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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 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 and any other duly authorized agent of the State 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 Gra ntee’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 int erests of the State.
C. Monitoring
The State and any other duly authorized agent of the State, in its discretion, may monitor
Grantee’s performance of its obligations under this Agreement using procedures as determined
by the State. 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 this Agreement, permitted
by law or approved in writing by the State. Grantee shall provi de for the security of all State
Confidential Information in accordance with 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 identified on the Cover Page of this Agreement .
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 Sta te 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 if requested by the State.
C. Use, Security, and Retention
Grantee shall use, hold and maintain State Confidential Information in compliance with any and
all applicable laws and regulations only in facilities located within the United States, and shall
maintain a secure environment that ensures confidentiality of all State Confidential Information.
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
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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
If Grantee becomes aware of any Incident, Grantee 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 Grantee, and its
agents, employees, and Subcontractors are not 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. The State may, in its sole discretion and at Grantee’s sole expense,
require Grantee to engage the services of an independent, qualified, State -approved third party
to conduct a security audit. Grantee shall provide the State with the result s of such audit and
evidence of Grantee’s planned remediation in response to any negative findings .
E. Data Protection and Handling
Grantee shall ensure that all State Records and Work Product in the possession of Grantee or any
Subcontractors are protected and handled in accordance with the requirements of this
Agreement, including the requirements of any Exhibits hereto, at all times. As used in this
section, the protections afforded Work Product only apply to Work Product that requires
confidential treatment.
F. 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.
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 Subcontra ctor’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.
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
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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. Grantee acknowledges that all State employees are subject to the ethical principles described
in §24-18-105, C.R.S. Grantee further acknowledges that State employees may be subject to the
requirements of §24-18-105, C.R.S., with regard to this Agreement. For the avoidance of doubt,
an actual or apparent conflict of interest shall exist if Grantee employs or contracts with any
State employee, any former State employee within six months following such employee’s
termination of employment with the State, or any immediate family member of such current or
former State employee. Grantee shall provide a disclosure statement as described in §9.C. no
later than ten days following entry into a contractual or employment relationship as described
in this section. Failure to timely submit a disclosure statement shall constitute a Breach of
Agreement. Grantee may also be subject to such penalties as are allowed by law.
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 te rm 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, i ndependent
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 1 fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non -owned autos)
with a minimum limit of $1,000,000 each accident combined single limit .
D. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax
Information, and CJI, and claims based on alleged violations of privacy rights through improper
use or disclosure of protected information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
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:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
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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 over any insurance or
self-insurance program carried by Grantee or the State.
I. Cancellation
All insurance policies shall include provisions preventing cancellation or non-renewal, except for
cancellation based on non-payment of premiums, without at least 30 days prior notice to Grantee
and Grantee shall forward such notice to the State in accordance with §14 within 7 days of
Grantee’s receipt of such notice.
J. Subrogation Waiver
All 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 li ability insurance, by commercial policy or
self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA .
L. Certificates
For each insurance plan provided by Grantee under this Agreement, Grantee shall provide to the
State certificates evidencing Grantee’s insurance coverage required in this Agreement prior to
the Effective Date. Grantee shall provide to the State certificates evidencing Subcontractor
insurance coverage required under this Agreement prior to 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 t he 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 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.
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12. REMEDIES
A. State’s Remedies
If Grantee is in breach under any provision of this Agreement and fails to cure such br each, 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 of Agreement
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 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 an y 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 d ue
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.
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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) 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 repr esentatives 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.A fails to resolve the dispute within 10 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., (collectively, the “Resolution
Statutes”), except that if Grantee wishes to challenge any decision rendered by the Pro curement
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
on the Cover Page for this Agreement or (C) as an email with read receipt requested to the principal
representative at the email address, if any, set forth on the Cover Page for this Agreement. If a Party
delivers a notice to another through email and the email is undeliverable, then, unless the Party has
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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
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 eq uity, 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, all State Records,
documents, text, software (including source code), research, reports, proposals, specifications,
plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models,
surveys, maps, materials, ideas, concepts, know-how, and information provided by or on behalf
of the State to Grantee are 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 lim ited 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. GENERAL PROVISIONS
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 providing notice to the State. The State may reject any such
Subcontractor, and Grantee 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. Grantee shall submit to the State a copy of each such subgr ant
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
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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 §16.A., all provisions of this Agreement, including the benefits
and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this
Agreement and the performance of such Party’s obligations have been duly authorized .
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, ex hibits 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 Partie s
related to the Work, and all prior representations and understandings related to the Work, oral
or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or
other changes to this Agreement shall not have any force or effect whatsoever, unless embodied
herein.
H. Digital Signatures
If any signatory signs this Agreement using a digital signature in accordance with the Colorado
State Controller Contract, Grant and Purchase Order Policies regarding the use of digital
signatures issued under the State Fiscal Rules, then any agreement or consent to use digital
signatures within the electronic system through which that signatory signed shall be incorporated
into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only
be effective if agreed to in a formal amendment to this Agreement, properly executed and
approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications
permitted under this Agreement, other than Agreement amendments, shall conform to the
policies issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other
authority shall be interpreted to refer to such authority then current, as may have been changed
or amended since the Effective Date of this Agreement.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision
included in any terms, conditions, or agreements appearing on 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 .
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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 co llection
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 §16.A., this Agreement
does not and is not intended to confer any rights or remedies upon any person or entity other
than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are
reserved solely to the Parties. Any services or benefits which third parties receive as a result of
this Agreement are incidental to this Agreement, and do not create any rights for such third
parties.
P. Waiver
A Party’s failure or delay in exercising any right, power, or privilege under this Agreement,
whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or
partial exercise of any right, power, or privilege preclude any other or further exercise of such
right, power, or privilege.
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and
standards required under §24-106-107, C.R.S., if any, are subject to public release through the
CORA.
R. Standard and Manner of Performance
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.
i. 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 th e
term of their employment, agency or Subcontractor, all license, certifications, permits and
other authorizations required to perform their obligations in relation to this Agreement.
ii. Grantee, if a foreign corporation or other foreign entity transactin g business in the State
of Colorado, shall obtain prior to the Effective Date and maintain at all times during the
term of this Agreement, at its sole expense, a certificate of authority to transact business
in the State of Colorado and designate a registered agent in Colorado to accept service of
process.
T. 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 techno logy
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.
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ii. The State may require Grantee’s compliance to the State’s Accessibility Sta ndards 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 purs uant to Section §24-85-103 (2.5),
C.R.S.
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller or
designee. If this Agreement is for a Major Information Technology Project, as defined in §24 -
37.5-102(2.6), C.R.S., then this Agreement shall not be valid until it has been approved by the
State’s Chief Information Officer or designee..
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon
funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State,
its departments, boards, commissions committees, bureaus, offices, employees and officials
shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act,
§24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C.
1346(b), and the State’s risk management statutes, §§24-30-1501, et seq., C.R.S. No term or
condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of
any of the immunities, rights, benefits, protections, or other provisions, contained in these
statutes.
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 othe rwise 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 wor kers’ 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 wi th this
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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 us ed 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.
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 .
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services] Grantee certifies, warrants, and agrees that it does not knowingly employ or contract
with an illegal alien who will perform work under this Agreement and will confirm the
employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement, through participation in the E-Verify Program or the State
verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Grantee shall not
knowingly employ or contract with an illegal alien to perform work under this Agreement or enter
into a contract with a Subcontractor that fails to certify to Grantee that the Subcontractor shall
not knowingly employ or contract with an illegal alien to perform work under this Agreement.
Grantee (i) shall not use E-Verify Program or the program procedures of the Colorado Department
of Labor and Employment (“Department Program”) to undertake pre-employment screening of
job applicants while this Agreement is being performed, (ii) shall notify the Subcontractor and
the contracting State agency or institution of higher education within three days if Grantee has
actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work
under this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop
employing or contracting with the illegal alien within three days o f receiving the notice, and (iv)
shall comply with reasonable requests made in the course of an investigation, undertaken
pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If
Grantee participates in the Department program, Grantee shall deliver to the contracting State
agency, Institution of Higher Education or political subdivision, a written, notarized affirmation,
affirming that Grantee has examined the legal work status of such employee, and shall comply
with all of the other requirements of the Department program. If Grantee fails to comply with
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any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency,
institution of higher education or political subdivision may terminate this Agreement for breach
and, if so terminated, Grantee shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under
penalty of perjury that Grantee (i) is a citizen or otherwise lawfully present in the United States
pursuant to federal law, (ii) shall comply with the provisions of §§24 -76.5-101, et seq., C.R.S.,
and (iii) has produced one form of identification required by §24-76.5-103, C.R.S., prior to the
Effective Date of this Agreement.
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EXHIBIT A, STATEMENT OF WORK AND BUDGET
Project Description 2025-FASTER: Lift Replacement Project
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* 26676.10.50 ALI 11.42.06
Total Project Budget $300,000.00
State FASTER Funds (at 80% or less) $240,000.00
Local Funds (at 20% or more) $60,000.00
Total Project Amount Encumbered via this Grant Agreement $240,000.00
*The WBS numbers may be replaced without changing the amount of the grant at CDOT’s discretion.
A. Project Description
Town of Avon shall use 2025 FASTER funds, along with local matching funds, to complete the Lift Replacement
Project as more fully described below. The purchase will support the goals of the Statewide Transit Plan.
Town of Avon shall use capital funds to purchase the following equipment (Capital Asset(s)):
ALI QTY Description FASTER
Amount
11.42.06 1 Acquisition of Shop Equipment - In Ground Vehicle Lift $240,000.00
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
Submit Purchase Authorization (PA) and solicitation docs in COTRAMS for Project
Manager Approval
8/15/2025
Take Delivery of (First) Vehicle/Equipment/Project Property 6/1/2026
Take Delivery of and Accept All Vehicles/Equipment/Project Property 8/1/2026
Submit Reimbursement Request in COTRAMS 9/15/2026
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. 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).
Town of Avon will measure whether this project is successful and improves the efficiency,
effectiveness, and safety of transportation.
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3. Performance will be reviewed throughout the duration of this Grant Agreement. Town of Avon
shall report to the CDOT 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 as a condition of
project closeout.
C. Project Budget
1. The Total Project Budget is $300,000.00. CDOT will pay no more than 80% of the eligible, actual
project costs, up to the maximum amount of $240,000.00. CDOT will retain any remaining
balance of the state share of FASTER Funds. Town of Avon shall be solely responsible for all
costs incurred in the project in excess of the amount paid by CDOT from FASTER Funds for the
state share of eligible, actual costs. For CDOT accounting purposes, the FASTER Funds of
$240,000.00 will be encumbered for this Grant Agreement.
2. No refund or reduction of the amount of 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.
3. Town of Avon may use eligible federal funds for the Local Funds share. Town of Avon’s share,
together with the State FASTER Funds share, shall be enough to ensure payment of the Total
Project Budget.
4. Per the terms of this Grant Agreement, CDOT will have no obligation to provide state funds for
use on this project. CDOT will administer FASTER funds for this project under the terms of this
Grant Agreement, provided that the state share of FASTER funds to be administered by CDOT are
made available and remain available. Town of Avon shall initiate and prosecute to completio n 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
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 will be to obtain an Independent Cost Estimate (ICE).
2. The second step, and prior to soliciting a vendor, will be to obtain Procurement Concurrence
Request (PCR) approval from the CDOT Project Manager through COTRAMS. The request for
PCR approval must 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, will be to obtain Purchase Authorization (PA) approval from the CDOT Project Manager
through COTRAMS. The request for PA approval must include a copy of the final solicitation
documents (e.g. documented quote, quick bid, response(s) to RFP/IFB).
4. Upon delivery, Town of Avon shall be responsible for having the Capital Asset(s) inspected and
accepted within fifteen (15) calendar days of delivery. If defects prevent acceptance of the
Capital Asset(s), Town of Avon will contact the vendor to resolve any defects and notify CDO T.
5. Town of Avon shall be responsible for reimbursing the selected vendor within forty-five (45)
calendar days of acceptance of the Capital Asset(s).
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E. Reimbursement Eligibility
Requests for reimbursement for eligible project costs will be paid to Town of Avo n upon submission of a complete
reimbursement packet in COTRAMS for those eligible costs incurred during the Grant Agreement effective dates.
Accepted reimbursement packets will include the following completed documents:
Independent Cost Estimate (ICE)
Procurement Concurrence Request (PCR)
Purchase Authorization (PA)
Invoice
Proof of Payment
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 capital equipment begins on the date it is placed in service and continues until it is removed from
service. The useful life of equipment in years refers to total time in transit support service, not time spent stockpiled
or otherwise unavailable for regular use. The useful life in miles refers to total miles in transit support service. Non-
transit support miles and periods of extended removal from service do not count towards useful life. Changes in
operating circumstances, including unforeseen difficulty maintaining support vehicles, higher cost of fuel, and
changes in local law limiting where equipment can be operated are not exemptions from minimum useful life
requirements.
Minimum useful life is the minimum number of years or miles, as applicable, that must be accumulated in service
before the Capital Asset(s) can be disposed of, in accordance with the State Management Plan.
CDOT maintains its share of the remaining state interest upon disposition of 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 bee n met,
according to the provisions of the 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 CDOT Project Manager. Town of Avon is
responsible for making the request to the CDOT Project Manager in a timely manner, providing appropriate
documentation, if indicated, when a disposition is being requested in order to allow CDOT to process the disposition
and release of lien(s), if any.
CDOT and Town of Avon will work in conjunction with any and all other necessary parties to assure any lien is
released according to state rules.
G. Restrictions on Lobbying
Town of Avon is certifying that it complies with 2 CFR 200.450 by entering into this Grant Agreement.
H. Special Conditions
1. Town of Avon shall comply with all requirements imposed by CDOT on Town of Avon so that
the state award is used in accordance with state statutes, regulations, and the terms and conditions
of the state award.
2. Town of Avon shall permit CDOT 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, Town of Avon shall not be reimbursed for any
purchase, issued purchase order, or leased capital equipment prior to the execution of this Grant
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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. 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. Town of Avon shall agree to maintain documentation that supports compliance with the
Americans with Disabilities Act (ADA) and produce said documentation to CDOT upon request.
8. Town of Avon 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, FTA
Circular 4710.1, and any additional requirements established by CDOT for transit grant
subrecipients.
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EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Grantee
[Insert Grantee's Full Legal Name, including
"Inc.", "LLC", etc.]
Current Agreement Maximum Amount
Option Letter Number
[Insert the Option Number (e.g. "1" for the first
option)]
Original Agreement Number
[Insert CMS number or Other Contract Number
of the Original Contract]
Option Agreement Number
[Insert CMS number or Other Contract Number
of this Option]
Agreement Performance Beginning Date
[Month, Day, Year
Current Agreement Expiration Date
[Month, Day, Year]
Initial Term
FASTER Funds Maximum Amount
State Fiscal Year [20xx] [$0.00]
Extension Terms
State Fiscal Year [20xx] [$0.00]
State Fiscal Year [20xx] [$0.00]
State Fiscal Year [20xx] [$0.00]
State Fiscal Year [20xx] [$0.00]
Local Funds [$0.00]
Total for All Agreement Terms [$0.00]
1. OPTIONS:
A. Option to extend for an Extension Term
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) 2.B/2.C of the Original Agreement
referenced above, the State hereby exercises its option for an additional term/end of term
extension, beginning Insert start date and ending on the current agreement expiration date
shown above, at the rates stated in the Original Agreement, as amended.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or or
[Enter date], whichever is later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
________________________________________
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 Regulation 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 refuses 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 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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