HomeMy WebLinkAboutC09-399 Foresty Landowner Noxious Weed Control Materials Cost ShareSTATE OF COLORADO
Department of Agriculture
Grant Agreement
with
Eagle County
1. PARTIES
This Grant Agreement (hereinafter called "Grant") is entered into by and between Eagle County (hereinafter
called "Grantee"), and the STATE OF COLORADO acting by and through the Department of Agriculture
(hereinafter called CDA).
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY.
This Grant shall not be effective or enforceable until it is approved and signed by the Colorado State Controller
or designee (hereinafter called the "Effective Date"). CDA shall not be liable to pay or reimburse Grantee for
any performance hereunder, including, but not limited to costs or expenses incurred, or be bound by any
provision hereof prior to the Effective Date.
3. RECITALS
A. Authority, Appropriation, And Approval
Authority to enter into this Grant exists in C.R.S. 35-5.5-108.5(2)(b)(II) and funds have been budgeted,
appropriated and otherwise made available pursuant to SB09 259 and a sufficient unencumbered balance
thereof remains available for payment. Required approvals, clearance and coordination have been
accomplished from and with appropriate agencies.
B. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other good and
valuable consideration are sufficient and adequate to support this Grant.
C. Purpose
Eradication/control of noxious weed populations.
D. References
All references in this Grant to sections (whether spelled out or using the § symbol), subsections, exhibits or
other attachments, are references to sections, subsections, exhibits or other attachments contained herein or
incorporated as a part hereof, unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Budget
"Budget" means the budget for the Work described in Exhibit A.
B. Evaluation
"Evaluation" means the process of examining Grantee's Work and rating it based on criteria established in
§6 and Exhibit A.
C. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein: Exhibit A (Statement of Work),
Exhibit B (Invoice).
D. Goods
"Goods" means tangible material acquired, produced, or delivered by Grantee either separately or in
conjunction with the Services Grantee renders hereunder.
E. Grant
"Grant" means this Grant, its terms and conditions, attached exhibits, documents incorporated by reference
under the terms of this Grant, and any future modifying agreements, exhibits, attachments or references
incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies.
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W~` ~~~
F. Grant Funds
"Grant Funds" means available funds payable by the State to Grantee pursuant to this Grant.
G. Party or Parties
"Party" means the State or Grantee and "Parties" means both the State and Grantee.
H. Program
"Program" means the noxious weed grant program that provides the funding for this Grant.
I. Review
"Review" means examining Grantee's Work to ensure that it is adequate, accurate, correct and in
accordance with the criteria established in §6 and Exhibit A.
J. Services
"Services" means the required services to be performed by Grantee pursuant to this Grant.
K. Sub-grantee
"Sub-grantee" means third-parties, if any, engaged by Grantee to aid in performance of its obligations.
L. Work
"Work" means the tasks and activities Grantee is required to perform to fulfill its obligations under this
Grant and Exhibit A, including the performance of the Services and delivery of the Goods.
M. Work Product
"Work Product" means the tangible or intangible results of Grantee's Work, including, but not limited to,
software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents,
drawings, models, surveys, maps, materials, or work product of any type, including drafts.
5. TERM and EARLY TERMINATION.
A. Intial Term-Work Commencement
The Parties respective performances under this Grant shall commence on the later of either the Effective
Date or September 1, 2009. This Grant shall terminate on December 31, 2009, unless sooner terminated or
further extended as specified elsewhere herein.
6. STATEMENT OF WORK
A. Completion
Grantee shall complete the Work and its other obligations as described herein and in Exhibit A on or
before December 31, 2009. CDA shall not be liable to compensate Grantee for any Work performed prior
to the Effective Date or after the termination of this Grant.
B. Goods and Services
Grantee shall procure Goods and Services necessary to complete the Work. Such procurement shall be
accomplished using the Grant Funds and shall not increase the maximum amount payable hereunder by the
State.
C. Employees
All persons employed by Grantee or Sub-grantees shall be considered Grantee's or Sub-grantees'
employee(s) for all purposes hereunder and shall not be employees of the State for any purpose as a result
of this Grant.
7. PAYMENTS TO GRANTEE
CDA shall, in accordance with the provisons of this §7, pay Grantee in the following amounts and using the
methods set forth below:
A. Maximum Amount
The maximum amount payable under this Grant to Grantee by CDA is $8,000, as determined by CDA from
available fiends. Grantee agrees to provide any additional funds required for the successful completion of
the 9Vork. Pay~~,eiits t0 Grantee arc limited to the u;~paid obligated balance of the Grant as set forth iil
Exhibit A.
B. Payment
i. Advance, Interim and Final Payments
Any advance payment allowed under this Grant or in Exhibit A shall comply with State Fiscal Rules
and be made in accordance with the provisions of this Grant or such Exhibit. Grantee shall initiate any
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payment requests by submitting invoices to the State in the form and manner set forth and approved by
the State.
ii. Interest
CDA shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced represents
peformance by Grantee previously accepted by CDA. Uncontested amounts not paid by CDA within
45 days may, if Grantee so requests, bear interest on the unpaid balance beginning on the 46th day at a
rate not to exceed one percent per month until paid in full; provided, however, that interest shall not
accrue on unpaid amounts that are subject to a good faith dispute. Grantee shall invoice CDA
separately for accrued interest on delinquent amounts. The billing shall reference the delinquent
payment, the number of day's interest to be paid and the interest rate.
iii. Available Funds-Contingency-Termination
CDA is prohibited by law from making fiscal commitments beyond the term of the State's current
fiscal year. Therefore, Grantee's compensation is contingent upon the continuing availability of State
appropriations as provided in the Colorado Special Provisions, set forth below. If federal funds are
used with this Grant in whole or in part, CDA's performance hereunder is contingent upon the
continuing availability of such funds. Payments pursuant to this Grant shall be made only from
available funds encumbered for this Grant and CDA's liability for such payments shall be limited to
the amount remaining of such encumbered funds. If State or federal funds are not appropriated, or
otherwise become unavailable to fund this Grant, CDA may immediately terminate this Grant in
whole or in part without further liability in accordance with the provisions herein.
iv. Erroneous Payments
At CDA's sole 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, may be
recovered from Grantee by deduction from subsequent payments under this Grant or other Grants,
grants or agreements between CDA and Grantee or by other appropriate methods and collected as a
debt due to the State. Such funds shall not be paid to any party other than the State.
C. Use of Funds
Grant Funds shall be used only for eligible costs identified herein and/or in the Budget.
D. Matching Funds
Grantee shall provide matching funds as provided in Exhibit A. Grantee shall have raised the full amount
of matching funds prior to the Effective Date and shall report to CDA regarding the status of such funds
upon request.
8. REPORTING -NOTIFICATION
Reports, Evaluations, and Reviews required under this §8 shall be in accordance with the procedures of and in
such form as prescribed by CDA and in accordance with §19, if applicable.
A. Performance, Progress, Personnel, and Funds
Grantee shall submit a report to CDA upon expiration or sooner termination of this Grant, containing an
F,valuation and Review of Grantee's performance and the final status of Grantee's obligations hereunder. In
addition, Grantee shall comply with all reporting requirements, if any, set forth in Exhibit A.
B. Litigation Reporting
Within 10 days after being served with any pleading in a legal action filed with a court or administrative
agency, related to this Grant or which may affect Grantee's ability to perform its obligations hereunder,
Grantee shall notify CDA of such action and deliver copies of such pleadings to CDA's principal
representative as identified herein. If CDA's principal representative is not then serving, such notice and
copies shall be delivered to the Executive Director of CDA.
C. Noncompliance
Grantee's failure to provide reports and no±ifi,~ CDA. in a ±imely manner ir. accordance with this ~8 may
result in the delay of payment of funds and/or termination as provided under this Grant.
D. SubGrants
Copies of any and all subGrants entered into by Grantee to perform its obligations hereunder shall be
submitted to CDA or its principal representative upon request by CDA. Any and all subGrants entered into
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by Grantee related to its performance hereunder shall comply with all applicable federal and state laws and
shall provide that such subGrants be governed by the laws of the State of Colorado.
9. GRANTEE RECORDS
Grantee shall make, keep, maintain and allow inspection and monitoring of the following records:
A. Maintenance
Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of, a complete file of
all records, documents, communications, notes and other written materials, electronic media files, and
communications, pertaining in any manner to the Work or the delivery of Services (including, but not
limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records (the Record
Retention Period) until the last to occur of the following: (i) a period of three years after the date this Grant
is completed or terminated, or (ii) final payment is made hereunder, whichever is later, or (iii) for such
further period as may be necessary to resolve any pending matters, or (iv) if an audit is occurring, or
Grantee has received notice that an audit is pending, then until such audit has been completed and its
findings have been resolved (the "Record Retention Period").
B. Inspection
Grantee shall permit the State, the federal government, and any other duly authorized agent of a
governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Grantee's records related to
this Grant during the Record Retention Period for a period of three years following termination of this
Grant or final payment hereunder, whichever is later, to assure compliance with the terms hereof or to
evaluate Grantee's performance hereunder. The State reserves the right to inspect the Work at all reasonable
times and places during the term of this Grant, including any extension. If the Work fails to conform to the
requirements of this Grant, the State may require Grantee promptly to bring the Work into conformity with
Grant requirements, at Grantee's sole expense. If the Work cannot be brought into conformance by re-
performance or other corrective measures, the State may require Grantee to take necessary action to ensure
that future performance conforms to Grant requirements and exercise the remedies available under this
Grant, at law or inequity in lieu of or in conjunction with such corrective measures.
C. Monitoring
Grantee shall permit the State, the federal government, and other governmental agencies having
jurisdiction, in their sole discretion, to monitor all activities conducted by Grantee pursuant to the terms of
this Grant using any reasonable procedure, including, but not limited to: internal evaluation procedures,
examination of program data, special analyses, on-site checking, formal audit examinations, or any other
procedures. All monitoring controlled by the State shall be performed in a manner that shall not unduly
interfere with Grantee's performance hereunder.
D. Final Audit Report
If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this
Grant, Grantee shall submit a copy of the final audit report to the State or its principal representative at the
address specified herein.
10. CONFIDENTIAL INFORMATION-STATE RECORDS
Grantee shall comply with the provisions on this §10 if it becomes privy to confidential information in
connection with its performance hereunder. Confidential information, includes, but is not necessarily limited to,
state records, personnel records, and information concerning individuals.
A. Confidentiality
Grantee shall keep all State records and information confidential at all times and to comply with all laws
and regulations concerning confidentiality of information. Any request or demand by a third party for State
records and information in the possession of Grantee shall be immediately forwarded to the State's
principal representative.
B. Notification
Grantee shall notify its agent, employees, Sub-grantees, and assigns who may come into contact with State
records and confidential information that each is subject to the confidentiality requirements set forth herein,
and shall provide each with a written explanation of such requirements before they are permitted to access
such records and information.
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C. Use, Security, and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee
or its agents in any way, except as authorized by this Grant or approved in writing by the State. Grantee
shall provide and maintain a secure environment that ensures confidentiality of all State records and other
confidential information wherever located. Confidential information shall not be retained in any files or
otherwise by Grantee or its agents, except as permitted in this Grant or approved in writing by the State.
D. Disclosure-Liability
Disclosure of State records or other confidential information by Grantee for any reason may be cause for
legal action by third parties against Grantee, the State or their respective agents. Grantee shall indemnify,
save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability
and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any
act or omission by Grantee, or its employees, agents, Sub-grantees, or assignees pursuant to this §10.
11. CONFLICTS OF INTEREST
Grantee shall not engage in any business or personal activities or practices or maintain any relationships which
conflict in any way with the full performance of Grantee's obligations hereunder. Grantee acknowledges that
with respect to this Grant, even the appearance of a conflict of interest is 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 to the State hereunder. If a
conflict or appearance exists, or if Grantee is uncertain whether a conflict or the appearance of a conflict of
interest exists, 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 apparent conflict constitutes a breach of this Grant.
12. REPRESENTATIONS AND WARRANTIES
Grantee makes the following specific representations and warranties, each of which was relied on by the State in
entering into this Grant.
A. Standard and Manner of Performance
Grantee shall perform its obligations hereunder in accordance with the highest standards of care, skill and
diligence in the industry, trades or profession and in the sequence and manner set forth in this Grant.
B. Legal Authority -Grantee and Grantees Signatory
Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions
required by its procedures, by-laws, and/or applicable laws to exercise that authority, and to lawfully
authorize its undersigned signatory to execute this Grant, or any part thereof, and to bind Grantee to its
terms. If requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter
into this Grant within 15 days of receiving such request.
C. Licenses, Permits, Etc.
Grantee represents and warrants that as of the Effective Date it has, and that at all times during the term
hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other
authorization required by law to perform its obligations hereunder. Grantee warrants that it shall maintain
all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to
properly perform this Grant, without reimbursement by the State or other adjustment in Grant Funds.
Additionally, all employees and agents of Grantee performing Services under this Grant shall hold all
required licenses or certifications, if any, to perform their responsibilities. Grantee, if a foreign corporation
or other foreign entity transacting business in the State of Colorado, further warrants that it currently has
obtained and shall maintain any applicable certificate of authority to transact business in the State of
Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation,
withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such similar
requirements necessary for Grantee to properly perform the terms of this Grant shall be deemed to be a
material breach by Grantee and constitute grounds for termination of this Grant.
13. INSURANCE
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Grantee and its Sub-grantees shall obtain and maintain insurance as specified in this section at all times during
the term of this Grant: All policies evidencing the insurance coverage required hereunder shall be issued by
insurance companies satisfactory to Grantee and the State.
A. Grantee
i. Public Entities
If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS
§24-10-101, et seq., as amended (the "GIA"), then Grantee shall maintain at all times during the term
of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet
its liabilities under the GIA. Grantee shall show proof of such insurance satisfactory to the State, if
requested by the State. Grantee shall require each Grant with Sub-grantees that are public entities,
providing Goods or Services hereunder, to include the insurance requirements necessary to meet Sub-
grantee's liabilities under the GIA.
ii. Non-Public Entities
If Grantee is not a "public entity" within the meaning of the GIA, Grantee shall obtain and maintain
during the term of this Grant insurance coverage and policies meeting the same requirements set forth
in §13(B) with respect to sub-Grantees that are not "public entities".
B. Sub-Grantees
Grantee shall require each Grant with Sub-grantees, other than those that are public entities, providing
Goods or Services in connection with this Grant, to include insurance requirements substantially similar to
the following:
i. Worker's Compensation
Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance
covering all of Grantee and Sub-grantee employees acting within the course and scope of their
employment.
ii. General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 O1 10/93 or
equivalent, covering premises operations, fire damage, independent Grantees, products and completed
operations, blanket Grantual liability, personal injury, and advertising liability with minimum limits as
follows: (a)$1,000,000 each occurrence; (b) $1,000,000 general aggregate; (c) $1,000,000 products
and completed operations aggregate; and (d) $50,000 any one fire. If any aggregate limit is reduced
below $1,000,000 because of claims made or paid, Sub-grantee shall immediately obtain additional
insurance to restore the full aggregate limit and furnish to Grantee a certificate or other document
satisfactory to Grantee showing compliance with this provision.
iii. 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.
iv. Additional Insured
Grantee and the State shall be named as additional insured on the Commercial General Liability and
Automobile Liability Insurance policies (leases and construction Grants require additional insured
coverage for completed operations on endorsements CG 2010 1 1/85, CG 2037, or equivalent).
v. Primacy of Coverage
Coverage required of Grantee and Sub-grantees shall be primary over any insurance or self-insurance
program carried by Grantee or the State.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-renewal without
at least 45 days prior notice to the Grantee and the State by certified mail.
vii. Subrogation Waiver
All msarance pollc.eS ;n a;,y vday related t~ tills Grani aiid secured and ~iiaiiitatned by' Grantcc Gr 1tS
Sub-grantees as required herein shall include clauses stating that each carrier shall waive all rights of
recovery, under subrogation or otherwise, against Grantee or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
C. Certificates
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Grantee and all Sub-grantees shall provide certificates showing insurance coverage required hereunder to
the State within seven business days of the Effective Date of this Grant. No later than 15 days prior to the
expiration date of any such coverage, Grantee and each Sub-grantee shall deliver to the State or Grantee
certificates of insurance evidencing renewals thereof. In addition, upon request by the State at any other
time during the term of this Grant or any sub-grant, Grantee and each Sub-grantee shall, within 10 days of
such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this
§13.
14. BREACH
A. Defined
In addition to any breaches specified in other sections of this Grant, the failure of either Party to perform
any of its material obligations hereunder in whole or in part, or in a timely or satisfactory manner,
constitutes a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or
similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of
its property, which is not vacated or fully stayed within 20 days after the institution or occurrence thereof,
shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in §16. If such breach is not cured within 30 days of receipt of written notice, or if a
cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued
with due diligence, the State may exercise any of the remedies set forth in §15. Notwithstanding anything
to the contrary herein, the State, in its sole discretion, need not provide advance notice or a cure period and
may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety
or to prevent immediate public crisis.
15. REMEDIES
If Grantee is in breach under any provision of this Grant, the State shall have all of the remedies listed in this
§15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period
set forth in §14(B). The State may exercise any or all of the remedies available to it, in its sole discretion,
concurrently or consecutively.
A. Termination for Cause and/or Breach
If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its
completion in accordance with the provisions of this Grant and in a timely manner, the State may notify
Grantee of such non-performance in accordance with the provisions herein. If Grantee thereafter fails to
promptly cure such non-performance within the cure period, the State, at its option, may terminate this
entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform.
Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. Grantee shall
continue performance of this Grant to the extent not terminated, if any.
i. Obligations and Rights
`l'o the extent specified in any termination notice, Grantee shalt not incur further obligations or render
further performance hereunder past the effective date of such notice, and shall terminate outstanding
orders and sub-Grants with third parties. However, Grantee shall complete and deliver to the State all
Work, Services and Goods not cancelled by the termination notice and may incur obligations as are
necessary to do so within this Grant's terms. At the sole discretion of the State, Grantee shall assign to
the State all of Grantee's right, title, and interest under such terminated orders or sub-Grants. Upon
termination, Grantee shall take timely, reasonable and necessary action to protect and preserve
property in the possession of Grantee in which the State has an interest. All materials owned by the
State in the possession of Grantee shall be immediately returned to the State. All Work Product, at the
option of the State, shah be delivered by Grantee to the State and shah become rile State's propeiiy.
ii. Payments
The State shall reimburse Grantee only for accepted performance up to the date of termination. If, after
termination by the State, it is determined that Grantee was not in breach or that Grantee's action or
inaction was excusable, such termination shall be treated as a termination in the public interest and the
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rights and obligations of the Parties shall be the same as if this Grant had been terminated in the public
interest, as described herein.
iii.Damages and Witholding
Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State
for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the
State may withhold any payment to Grantee for the purpose of mitigating the State's damages, until
such time as the exact amount of damages due to the State from Grantee is determined. The State may
withhold any amount that may be due to Grantee as the State deems necessary to protect the State,
including loss as a result of outstanding liens or claims of former lien holders, or to reimburse the
State for the excess costs incurred in procuring similar goods or services. Grantee shall be liable for
excess costs incurred by the State in procuring from third parties replacement Work, Services or
substitute Goods as cover.
B. Early Termination in the Public Interest
The State is entering into this Grant for the purpose of carrying out the public policy of the State of
Colorado, as determined by its Governor, General Assembly, and/or Courts. If this Grant ceases to further
the public policy of the State, the State, in its sole discretion, may terminate this Grant in whole or in part.
Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This
subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee, which
shall be governed by §15(A) or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify Grantee of such termination in accordance with §16. The notice shall specify the
effective date of the termination and whether it affects all or a portion of this Grant.
ii. Obligations and Rights
Upon receipt of a termination notice, Grantee shall be subject to and comply with the same obligations
and rights set forth in §15(A)(i).
iii. Payments
If this Grant is terminated by the State pursuant to this §15(B), Grantee shall be paid an amount which
bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily
performed bear to the total Services covered by this Grant, less payments previously made.
Additionally, if this Grant is less than 60% completed, the State may reimburse Grantee for a portion
of actual out-of-pocket expenses (not otherwise reimbursed under this Grant) incurred by Grantee
which are directly attributable to the uncompleted portion of Grantee's obligations hereunder;
provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to
Grantee hereunder.
C. Remedies Not Involving Termination
The State, at its sole discretion, may exercise one or more of the following remedies in addition to other
remedies available to it:
i. Suspend Performance
Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary
corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or
performance schedule. Grantee shall promptly cease performance and incurring of costs in accordance
with the State's directive and the State shall not be liable for costs incurred by Grantee after the
suspension of performance under this provision.
ii. Withold Payment
Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and
completed.
iii. Deny Payment
Deny payment foi' those o~iigations not performed, that due to Grantee's actions or mact,cns, cannot
be performed or, if performed, would be of no value to the State; provided, that any denial of payment
shall be reasonably related to the value to the State of the obligations not performed.
iv. Removal
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Demand removal of any of Grantee's employees, agents, or Sub-grantees whom the State deems
incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued
relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest.
v. Intellectual Property
If Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property right
while performing its obligations under this Grant, Grantee shall, at the State's option (a) obtain for the
State or Grantee the right to use such products and services; (b) replace any Goods, Services, or other
product involved with non-infringing products or modify them so that they become non-infringing; or,
(c) if neither of the forgegoing alternatives are reasonably available, remove any infringing Goods,
Services, or products and refund the price paid therefore to the State.
16. NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party. All notices required to
be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such
Party's principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy
notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from
time to time designate by written notice substitute addresses or persons to whom such notices shall be sent.
Unless otherwise provided herein, all notices shall be effective upon receipt.
A. State:
Cr stal Andrews
Colorado De artment of A riculture
700 Ki lin St, Suite 4000
Lakewood, CO. 80215-8000
303-239-5767
B. Grantee:
~~
Ea le Coun
P.O. Box 250
Ea le, CO. 81631
970-328-3544
17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE
Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models,
materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its
obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered
to the State by Grantee upon completion or termination hereof. The State's exclusive rights in such Work
Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative
works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose
other than the performance of Grantees's obligations hereunder without the prior written consent of the State.
18. GOVERNMENTAL IMMUNITY
Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or implied,
of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental
Immunity Act, CRS §24-10-101, et seq., as amended. Liability for claims for injuries to persons or property
arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials,
and employees is controlled and limited by the provisions of the Governmental Immunity Act and the risk
management statutes, CRS §24-30-1501, et seq., as amended.
19. STATEWIDE GRANT MANAGEMENT SYSTEM
If the maximum amount payable to Gra~Itee under this Grant is $100,000 or greater, either on the Effective Date
or at anytime thereafter, this §19 applies.
Grantee agrees to be governed, and to abide, by the provisions of CRS §24-102-205, §24-102-206, §24-103-601,
§24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state Grants and inclusion
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of Grant performance information in a statewide Grant management system.
Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of
this Grant, State law, including CRS §24-103.5-101, and State Fiscal Rules, Policies and Guidance. Evaluation
and Review of Grantee's performance shall be part of the normal Grant administration process and Grantee's
performance will be systematically recorded in the statewide Grant Management System. Areas of Evaluation
and Review shall include, but shall not be limited to quality, cost, and timeliness. Collection of information
relevant to the performance of Grantee's obligations under this Grant shall be determined by the specific
requirements of such obligations and shall include factors tailored to match the requirements of Grantee's
obligations. Such performance information shall be entered into the statewide Grant Management System at
intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30 days of the
end of the Grant term. Grantee shall be notified following each performance Evaluation and Review, and shall
address or correct any identified problem in a timely manner and maintain work progress.
Should the final performance Evaluation and Review determine that Grantee demonstrated a gross failure to
meet the performance measures established hereunder, the Executive Director of the Colorado Department of
Personnel and Administration (Executive Director), upon request by the Department of Agriculture, and
showing of good cause, may debar Grantee and prohibit Grantee from bidding on future Grants. Grantee may
contest the final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either
removal or correction of the evaluation (CRS §24-105-102(6)), or (b) under CRS §24-105-102(6), exercising the
debarment protest and appeal rights provided in CRS §§24-109-106, 107, 201 or 202, which may result in the
reversal of the debarment and reinstatement of Grantee, by the Executive Director, upon showing of good cause.
20. GENERAL PROVISIONS
A. Assignment and SubGrants
Grantee's rights and obligations hereunder are personal and may not be transferred, assigned or subGranted
without the prior, written consent of the State. Any attempt at assignment, transfer, subGranting without
such consent shall be void. All assignments, subGrants, or Sub-grantees approved by Grantee or the State
are subject to all of the provisions hereof. Grantee shall be solely responsible for all aspects of subGranting
arrangements and performance.
B. Binding Effect
Except as otherwise provided in §20(A), all provisions herein contained, including the benefits and
burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors,
and assigns.
C. Captions
The captions and headings in this Grant are for convenience of reference only, and shall not be used to
interpret, define, or limit its provisions.
D. Counterparts
This Grant may be executed in multiple identical original counterparts, all of which shall constitute one
agreement.
E. Entire Understanding
This Grant represents the complete integration of all understandings between the Parties and all prior
representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions,
deletions, or other changes hereto shall not have any force or affect whatsoever, unless embodied herein.
F. Indemnification-General
Grantee shall indemnify, save, and hold harmless the State, its employees and agents, against any and all
claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs,
incurred as a result of any act or omission by Grantee, or its employees, agents, Sub-grantees, or assignees
pllYCllal'lt YO the tPt'Yl'1C of this Grapt~ hp~,~~PyPr the prp~~innc hereof shall not lea ~nnctriia.rl nr intPrnrPtPrl ac a
._._ ... ........ .... ~.,...._.-.__ ..- ------r----_ _.. --
waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the
Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C.
2671 et seq., as applicable, as now or hereafter amended.
G. Jurisdction and Venue
Page 10 of 14
All suits, actions, or proceedings related to this Grant shall be held in the State of Colorado and exclusive
venue shall be in the City and County of Denver.
H. Modification
i. By the Parties
Except as specifically provided in this Grant, modifications of this Grant shall not be effective unless
agreed to in writing by both parties in an amendment to this Grant, properly executed and approved in
accordance with applicable Colorado State law, State Fiscal Rules, and Office of the State Controller
Policies, including, but not limited to, the policy entitled MODIFICATIONS OF GRANTS -TOOLS
AND FORMS.
ii. By Operation of Law
This Grant is subject to such modifications as may be required by changes in Federal or Colorado
State law, or their implementing regulations. Any such required modification automatically shall be
incorporated into and be part of this Grant on the effective date of such change, as if fully set forth
herein.
I. Order of Precedence
The provisions of this Grant shall govern the relationship of the State and Grantee. In the event of conflicts
or inconsistencies between this Grant and its exhibits and attachments including, but not limbed to, those
provided by Grantee, such conflicts or inconsistencies shall be resolved by reference to the documents in
the following order of priority:
i. Colorado Special Provisions,
ii. The provisions of the main body of this Grant,
iii. Exhibit A,
J. Severability
Provided this Grant can be executed and performance of the obligations of the Parties accomplished within
its intent, the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof.
K. Survival of Certain Grant Terms
Notwithstanding anything herein to the contrary, provisions of this Grant requiring continued performance,
compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by
the State if Grantee fails to perform or comply as required.
L. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K) and from all
State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions
apply when materials are purchased or services rendered to benefit the State; provided however, that certain
political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though the
product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State
is prohibited from paying for or reimbursing Grantee for them.
M. Third Party Beneficiaries
Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties, and
not to any third party. Any services or benefits which third parties receive as a result of this Grant are
incidental to the Grant, and do not create any rights for such third parties.
N. Waiver
Waiver of any breach of a term, provision, or requirement of this Grant, or any right or remedy hereunder,
whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any
subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 11 of 14
21. COLORADO SPECIAL PROVISIONS
The Special Provisions apply to all Grants except where noted in italics.
A. 1. CONTROLLER'S APPROVAL. CRS §24-30-202 (1).
This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or
designee.
B. 2. FUND AVAILABILITY. CRS §24-30-202(5.5).
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated, budgeted, and otherwise made available.
C. 3. GOVERNMENTAL IMMUNITY.
No term or condition of this Grant shall be construed or interpreted as a waiver, express or implied, of any
of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental
Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§ 1346(b) and 2671 et
seq., as applicable now or hereafter amended.
D. 4. INDEPENDENT CONTRACTOR
Grantee shall perform its duties hereunder as an independent Grantee and not as an employee. Neither
Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State.
Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation
benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or
any of its agents or employees. Unemployment insurance benefits shall be available to Grantee and its
employees and agents only if such coverage is made available by Grantee or a third party. Grantee shall pay
when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this
Grant. Grantee shall not have authorization, express or implied, to bind the State to any Grant, liability or
understanding, except as expressly set forth herein. Grantee shall (a) provide and keep in force workers'
compensation and unemployment compensation insurance in the amounts required by law, (b) provide
proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its
employees and agents.
E. 5. COMPLIANCE WITH LAW.
Grantee shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or
hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
F. 6. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this grant. Any provision included or incorporated herein by reference which
conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by
reference which purports to negate this or any other Special Provision in whole or in part shall not be valid
or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any
provision rendered null and void by the operation of this provision shall not invalidate the remainder of this
Grant, to the extent capable of execution.
G. 7. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra judicial body or person. Any
provision to the contrary in this contact or incorporated herein by reference shall be null and void.
H. 8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Grant shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing
restrictions. Grantee hereby certifies and warrants that, during the term of this Grant and any extensions,
Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of
public funds. If the State determines that Grantee is in violation of this provision, the State may exercise
any remedy available at law or in equity or under this Grant, including, without limitation, immediate
termination of this Grant and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
I. 9. EMPLOYEE FINANCIAL INTEREST. CRS §§24-18-201 and 24-50-507.
Page 12 of 14
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Grant. Grantee has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of
Grantee's services and Grantee shall not employ any person having such known interests.
J. 10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4.
[Not Applicable to intergovernmental agreements] Subject to CRS §24-30-202.4 (3.5), the State
Controller may withhold payment under the State's vendor offset intercept system for debts owed to State
agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued
interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan
Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment
Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination
or judicial action.
K. 11. PUBLIC GRANTS FOR SERVICES. CRS §8-17.5-101.
[Not Applicable to Agreements relating to the offer, issuance, or sale of securities, investment advisory
services or fund management services, sponsored projects, intergovernmental Agreements, or information
technology services or products and services] Grantee certifies, warrants, and agrees that it does not
knowingly employ or Grant with an illegal alien who shall perform work under this Grant and shall confirm
the employment eligibility of all employees who are newly hired for employment in the United States to
perform work under this Grant, through participation in the E-Verify Program or the State program
established pursuant to CRS §8-17.5-102(5)(c), Grantee shall not knowingly employ or Grant with an
illegal alien to perform work under this Grant or enter into a Grant with aSub-grantee that fails to certify to
Grantee that the Sub-grantee shall not knowingly employ or Grant with an illegal alien to perform work
under this Grant. Grantee (a) shall not use E-Verify Program or State program procedures to undertake pre-
employment screening of job applicants while this Grant is being performed, (b) shall notify the Sub-
grantee and the Granting State agency within three days if Grantee has actual knowledge that aSub-grantee
is employing or Granting with an illegal alien for work under this Grant, (c) shall terminate the subGrant if
aSub-grantee does not stop employing or Granting with the illegal alien within three days of receiving the
notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken
pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Grantee
participates in the State program, Grantee shall deliver to the Granting State agency, Institution of Higher
Education or political subdivision, a written, notarized affirmation, affirming that Grantee has examined the
legal work status of such employee, and shall comply with all of the other requirements of the State
program. If Grantee fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the
Granting State agency, institution of higher education or political subdivision may terminate this Grant for
breach and, if so terminated, Grantee shall be liable for damages.
L. 12. PUBLIC GRANTS WITH NATURAL PERSONS. CRS §24-76.5-101.
Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of
perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal
law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of
identification required by CRS §24-76.5-103 prior to the effective date of this Grant.
SPs Effective 1/1/09
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Pagc 13 of 14
22. SIGNATURE PAGE
Grant Routing Number 3987
THE PARTIES HERETO HAVE EXECUTED THIS GRANT
* Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and acknowledge that
the State is relying on their representations to that effect.
GRANTEE STATE OF COLORADO
Eagle County
By: Bill Ritter, Jr. GOVERNOR i
Title: County Commissioner ~ Department of Agriculture
"_- ~
i John Stulp, Commissioner
*Signature -
By: James C. Miller, Director of Policy and Initiative
Date:
Date:
2nd Grantee Signature if Needed LEGAL REVIEW
By: INSERT-Name of Authorized Individual John W. Suthers, Attorney General
Title: INSERT-Official Title of Authorized Individual
By:
Signature -Assistant Attorney General
*Signature
Date: Date:
ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Grants. This Grant is not valid until signed and dated below
by the State Controller or delegate. Grantee is not authorized to begin performance until such time. If Grantee begins
performing prior thereto, the State of Colorado is not obligated to pay Grantee for such performance or for any goods and/or
services provided hereunder.
STATE CONTROLLER
David J. McDermott, CPA
sy:
Ellie Li, Controller
Date:
Page 14 oC Id
Exhibit A
2009 Scope of Work Date: September, 2009
Cooperative Weed Management
Name of County/Organization: Eagle County
Project Name: 2009 Eagle County Weed Control Effort
Start Date: Sep 2009
Completion Date: December 31, 2009
Amount of Funding Allocated: $ 8,000.00
What species of noxious weed(s) are targeted for prevention, detection/mapping
and/or management by this proposal?
Common Name # of acres to inventory # of acres to treat
Highest Priority: 50 50
Black henbane, Diffuse
and Spotted knapweed,
Perennial pepperweed,
Chinese clematis, Leafy
spurge, Tamarisk,
Colorado List A noxious
weeds ecies
High Priority: 1500 450
Absinth wormwood,
Plumeless thistle,
Dalmatian toadflax,
Houndstongue, Oxeye
daisy, Russian knapweed,
Sulfur cinquefoil, Yellow
toadflax
Lower Priority: 3000 450
Bouncingbet, Bull thistle,
Canada thistle, Common
Burdock, Common tansy,
Chamomile (Corn,
Mayweed, Scentless),
dame's rocket, Hoary
cress, Musk thistle
Total acrea e: 4550 Acres 500 Acres
Page 1 of 3
Project Description:
This program addresses the following State and Private forestry objectives: Prevention,
Early Detection and Rapid Response and Control and Management. Private land
managers enrolling in this program compliment and add to on-going efforts undertaken
each season by Eagle County, municipalities, special districts, the USFS White River
National Forest, the Bureau of Land Management and various State of Colorado
agencies.
List project objectives:
1. Early Detection and Rapid Response: Detect, map and eliminate the weeds listed
under the heading Early Detection and Rapid Response by utilizing Eagle County
staff, an inter-jurisdictional team or a Commercial applicator (see species listed in
table under Early Detection and Rapid Response).
2. Control and Management: Develop and implement cost-share agreements with
State and private landowners that facilitate coordinated effort to stop the spread of
targeted species. 590 land managers controlling 891 parcels (91000+ acres) will be
targeted for the program on private lands located within the project's boundaries (all
lands within the Eagle County and the eastern portion of Garfield County located
within the tamarisk eradication zone) and meeting eligibility requirements.
3. Prevention: Coordinate with local gravel pits to reduce the introduction and spread
of noxious weeds through aggregate (Provide technical support, inventory/inspection
and cost-share assistance as needed).
4. Prevention: Perform weed management activities (surveying and control) which
address local travel corridors accessing USFS lands.
Matching resources:
Salary 15 000
In-kind values 1500
Equipment use 5 000
Herbicide 8 000
TOTAL 29 500
PROJECT TIMELINE:
January -April
^ Consult with USFS to set 2008 priorities.
• Develop a land manager database.
^ Recruit and enroll program participants.
^ Conduct educational outreach efforts.
Page 2 of 3
May -October
^ Implementation of local noxious weed control activities.
^ Provide participants with control materials through resale program.
^ Provide landowners with technical assistance (phone, site visits, email and
mailings).
^ Continue educational outreach efforts (website, displays at local events and
public places, at least one mass mailing, mass media).
September-December
^ Conduct educational outreach effort (website, follow up with program
participants).
^ Submit project completion form to State Noxious Weeds Program
Page 3 of 3
Exhibit B
INVOICE
TO: Crystal Andrews
Colorado Department of Agriculture
700 Kipling St, Suite 4000
Lakewood, CO 80215-8000
Please accept this invoice as a request for payment for work performed in 2009 pertaining to "2009
Eagle County Weed Control Effort" project.
Invoice: 29-2009
Amount of Invoice: $ (not to exceed $8,000)
Make check payable to: Eagle County
Federal E.I.N.: 846000762 J
Send payment to:
Eagle County
P.O. Box 250
Eagle, CO 81631
Thank you,
Stephen Elzinga
Page 1 of 1
