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Home My WebLink AboutC14-402 State of Colorado Grant Agreement - VOID NOT EXECUTED BY STATE SEE C15-039 CMS Routing# Encumbrance Number STATE OF COLORADO Department of Natural Resources Division of Parks and Wildlife Grant Agreement with Eagle County TABLE OF CONTENTS 1.PARTIES 1 2.EFFECTIVE DATE AND NOTICE OF NONLIABILITY. 1 3.RECITALS 1 4.DEFINITIONS 2 5.TERM and EARLY TERMINATION. 3 6. STATEMENT OF WORK 3 7.PAYMENTS TO GRANTEE 4 8.REPORTING-NOTIFICATION 4 9. GRANTEE RECORDS 5 10. CONFIDENTIAL INFORMATION-STATE RECORDS 6 11. CONFLICTS OF INTEREST 6 12.REPRESENTATIONS AND WARRANTIES 6 13.INSURANCE 7 14.BREACH 8 15.REMEDIES 8 16.NOTICES and REPRESENTATIVES 10 17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE 11 18. GOVERNMENTAL IMMUNITY 11 19. STATEWIDE GRANT MANAGEMENT SYSTEM 11 20. GENERAL PROVISIONS 11 21. COLORADO SPECIAL PROVISIONS 14 22. SIGNATURE PAGE 16 23. STATEMENT OF WORK EXHIBIT A 24.BUDGET EXHIBIT B 25. SUPPLEMENTAL PROVISIONS FOR FEDERALLY FUNDED CONTRACTS EXHIBIT C 26.ASSURANCES EXHIBIT D 27.PERFORMANCE MONITORING EXHIBIT E 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 Natural Resources,Division of Parks and Wildlife(hereinafter called the"State"or"CPW"). 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").The State 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 33-10-107 C.R.S. and funds have been budgeted,appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for Page 1 of 16 CMS Routing# Encumbrance Number STATE OF COLORADO Department of Natural Resources Division of Parks and Wildlife Grant Agreement with Eagle County TABLE OF CONTENTS 1.PARTIES 1 2.EFFECTIVE DATE AND NOTICE OF NONLIABILITY. 1 3.RECITALS 1 4.DEFINITIONS 2 5.TERM and EARLY TERMINATION. 3 6. STATEMENT OF WORK 3 7.PAYMENTS TO GRANTEE 4 8.REPORTING-NOTIFICATION 4 9. GRANTEE RECORDS 5 10. CONFIDENTIAL INFORMATION-STATE RECORDS 6 11.CONFLICTS OF INTEREST 6 12.REPRESENTATIONS AND WARRANTIES 6 13.INSURANCE 7 14.BREACH 8 15.REMEDIES 8 16.NOTICES and REPRESENTATIVES 10 17.RIGHTS N DATA,DOCUMENTS,AND COMPUTER SOFTWARE 11 18. GOVERNMENTAL IMMUNITY 11 19. STATEWIDE GRANT MANAGEMENT SYSTEM 11 20. GENERAL PROVISIONS 11 21. COLORADO SPECIAL PROVISIONS 14 22. SIGNATURE PAGE 16 23. STATEMENT OF WORK EXHIBIT A 24.BUDGET EXHIBIT B 25. SUPPLEMENTAL PROVISIONS FOR FEDERALLY FUNDED CONTRACTS EXHIBIT C 26.ASSURANCES EXHIBIT D 27.PERFORMANCE MONITORING EXHIBIT E 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 Natural Resources, Division of Parks and Wildlife(hereinafter called the"State"or"CPW"). 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"). The State 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 33-10-107 C.R.S. and funds have been budgeted,appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for Page 1 of 16 A. Maximum Amount The maximum amount payable under this Grant to Grantee by the State is $128,748.00, as determined by the State from available funds. Grantee agrees to provide any additional funds required for the successful completion of the Work. Payments to Grantee are limited to the unpaid obligated balance of the Grant as set forth in Exhibit A and Exhibit B. B. Payment i. Advance,Interim and Final Payments y advance payment allowed under this Grant or in Exhibit A and Exhibit B shall comply with St to Fiscal Rules and be made in accordance with the provisions of this Grant or such Exhibit. G ntee shall initiate any payment requests by submitting invoices to the State in the form and manner set forth and approved by the State. ii. Interest The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced represents performance by Grantee previously accepted by the State. Uncontested amounts not paid by the State 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 the State 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 The State 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,the State'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 the State'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,the State may immediately terminate this Grant in whole or in part without further liability in accordance with the provisions herein. iv. Erroneous Payments At the State'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 the State and Grantee or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any person or entity other than the State. C. Use of Fonds Grant F nds shall be used only for eligible costs identified herein and/or in the Budget. Grantee may adjust budgeted expenditure amounts up to 10%within each line item of said Budget without approval of the State. Adjustments in excess of 10% shall be authorized by the State in an amendment to this Grant. The State's total consideration shall not exceed the maximum amount shown herein. D. Matching Funds Grantee shall provide matching funds as provided in Exhibit A and Exhibit B. 8. REPORTING-NOTIFICATION Reports, Evaluations,and Reviews required under this§8 shall be in accordance with the procedures of and in such form asi prescribed by the State and in accordance with§19, if applicable. A. Performance,Progress,Personnel, and Funds State shall submit a report to the Grantee upon expiration or sooner termination of this Grant, containing an Evaluation 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 and Exhibit B. Page 4 of 16 i 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 the State of such action and deliver copies of such pleadings to the State's principal representative as identified herein. If the State's principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of Department of Natural Resources. C. Performance Outside the State of Colorado and/or the United States [Not applicable if Grant Funds include any federal funds]Following the Effective Date, Grantee shall provide written notice to the State, in accordance with§16(Notices and Representatives),within 20 days of the earlier to occur of Grantee's decision to perform, or its execution of an agreement with a Subgrantee to perform, Services outside the State of Colorado and/or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado and/or the United States and the reason why it is necessary or advantageous to perform such Services at such location or locations. All notices received by the State pursuant to this §8.0 shall be posted on the Colorado Department of Personnel& Administration's website.Knowing failure by Grantee to provide notice to the State under this §8.0 shall constitute a material breach of this Grant. D. Noncompliance Grantee's failure to provide reports and notify the State in a timely manner in accordance with this§8 may result in the delay of payment of funds and/or termination as provided under this Grant. E. Subgrants Copies of any and all subgrants entered into by Grantee to perform its obligations hereunder shall be submitted to the State or its principal representative upon request by the State. Any and all subgrants entered into 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 Page 5of16 4 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 procedu es. All monitoring controlled by the State shall be performed in a manner that shall not unduly interfere with Grantee's performance hereunder. D. Final Au it Report If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this Grant, Clrantee shall submit a copy of the final audit report to the State or its principal representative at the address specified herein. 10. CONFI ENTIAL INFORMATION-STATE RECORDS Grantee shal comply with the provisions of this §10 if it becomes privy to confidential information in connection ith its performance hereunder. Confidential information, includes,but is not necessarily limited to, state records personnel records, and information concerning individuals. A. Confiden iality 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, Subgrantees, 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. 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, Subgrantees, 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 and 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 exist$, 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. Page 6 of 16 I B. Legal Authority—Grantee and Grantee's 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 Grantee and its Subgrantees 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 Subgrantees that are public entities, providing Goods or Services hereunder,to include the insurance requirements necessary to meet Subgrantee'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 Subgrantees that are not "public entities". B. Grantee and Subgrantees Grantee shall require each Grant with Subgrantees, 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 Subgrantee employees acting within the course and scope of their employment. ii. General Liability Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent, covering premises operations, fire damage, independent contractors,products and completed operations,blanket contractual 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, Subgrantee shall Page 7 of 16 I 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.Aujtomobile 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 11/85, CG 2037, or equivalent). v. Primacy of Coverage Coverage required of Grantee and Subgrantees 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 last 45 days prior notice to the Grantee and Grantee shall forward such notice to the State in ac rdance with§16(Notices and Representatives)within seven days of Grantee's receipt of such not ce. vii. Subrogation Waiver All insurance policies in any way related to this Grant and secured and maintained by Grantee or its Subgrantees 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 Grantee and all Subgrantees shall purchase the required insurance no later than thirty days prior to starting the project and will provide the requried insurance certificates at that time. No later than 15 days prior to the expiration date of any such coverage, Grantee and each Subgrantee shall deliver to the State or Grantee certificates of insurance evidencing renewals thereof. In addition, upon request by the State at any other time dusting the term of this Grant or any subgrant, Grantee and each Subgrantee 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 prop 'rty,which is not vacated or fully stayed within 20 days after the institution or occurrence thereof, shall als constitute a breach. B.Notice an Cure Period In the e ent of a breach,notice of such shall be given in writing by the aggrieved Party to the other Party in the ma er provided in§16. If such breach is not cured within 30 days of receipt of written notice, or if a cure ca of be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued with du diligence,the State may exercise any of the remedies set forth in§15.Notwithstanding anything to the cdntrary 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. Page 8 of 16 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 To the extent specified in any termination notice, Grantee shall not incur further obligations or render further performance hereunder 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, 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 subcontracts.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, shall be delivered by Grantee to the State and shall become the State's property. 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 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 Withholding 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 Page 9 of 16 I 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; pro ided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Gr ntee hereunder. C. Remedie Not Involving Termination The Sta , in its sole discretion, may exercise one or more of the following remedies in addition to other remedie available to it: i. Suspend Performance Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary collective 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 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.Withhold Payment Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and co pleted. iii.De y Payment De y payment for those obligations not performed,that due to Grantee's actions or inactions, cannot be erformed 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 Demand removal of any of Grantee's employees, agents, or Subgrantees 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 foregoing 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 esignate by written notice substitute addresses or persons to whom such notices shall be sent. Unless othe ise provided herein, all notices shall be effective upon receipt. A. State: Melanie Gose Department of Natural Resources Divison of Parks and Wildlife 13787 S. Hwy 85 Littleton, CO 80125 Melanie.goseAstate.co.us B. Grantee: Ellie Caryl Eagle County PO Box 1070 Gypsum, CO 81637 ellie.caryl(2 eaglecounty.us Page 10 of 16 I \ 1 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 nonexclusive 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. 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 Grantee 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 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 Natural Resources,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 a 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 Subgrantees 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 Page 11of16 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 Ulderstanding This Grant represents the complete integration of all understandings between the Parties and all prior represenitations and understandings, oral or written, are merged herein. Prior or contemporaneous additions, deletions, or other changes hereto shall not have any force or effect 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, Subgrantees, or assignees pursuant to the terms of this Grant; however,the provisions hereof shall not be construed or interpreted as 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., or the Federal Tort Claims Act,28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended. G. Jurisdiction and Venue 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 the 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 CONTRACTS - 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 Parties. In the event of conflicts or inconsistencies between this Grant and its exhibits and attachments including,but not limited to,those provided by Grantee, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Exhibit C Federal Funding Accounting and Transparency Act of 2006(FFATA), ii. Colorado Special Provisions, iii. The provisions of the main body of this Grant, iv. Exhibit A, v. Exhibit B, vi. Exhibit D, vii. Exhibit E. 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 Page 12 of 16 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. O. CORA Disclosure To the extent not prohibited by federal law,this Grant and the performance measures and standards under CRS §24-103.5-101, if any, are subject to public release through the Colorado Open Records Act, CRS §24-72-101, et seq. P.Assurances Grants receiving federal funds after October 1, 2010 must comply with the federal assurances. The Grantee must comply with the assurances to be eligible to receive federal funds, as outlined in Exhibit D. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 13 of 16 21. COLORADO SPECIAL PROVISIONS These 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. GOVEJNMENTAL IMMUNITY. No termi 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 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 land 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 will 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 doe 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 agreement, 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 hereaftet established, including,without limitation, laws applicable to discrimination and unfair employrtient 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 Grant 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. Page 14 of 16 I. 9.EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50- 507. 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 contract with an illegal alien who will perform work under this Grant and will 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 contract with an illegal alien to perform work under this Grant or enter into a grant with a Subgrantee that fails to certify to Grantee that the Subgrantee shall not knowingly employ or contract 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 Subgrantee and the granting State agency within three days if Grantee has actual knowledge that a Subgrantee is employing or contracting with an illegal alien for work under this Grant, (c) shall terminate the subgrant if a Subgrantee does not stop employing or contracting 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 Page 15 of 16 22. SIGNATURE PAGE Grant CMS Routing Number 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. ler TEE STATE OF COLORADO County John W.Hickenlooper, GOVERNOR By: dr/ Department of Natural Resources i Mike King,Executive Director Title: Lad-{ .4'N �'t'1 v By: 9 *Signature Title: Date: tCr'�b'l ) !( *Signature Date: 2nd Grantee Signature if Needed LEGAL REVIEW John W. Suthers,Attorney General By: Title: 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 Robert Jaros,CPA,MBA,JD By: Susan Borup,Controller Department of Natural Resources Date: Page 16 of 16 Exhibit A Section 2 — Large Application— Selection Criteria LARGE Applicant or Organization Name: Eagle County Government, ECO Trails Department Mailing Address: PO Box 1070, Gypsum, CO 81637 Applicant Lead Contact Name: Ellie Caryl Title: Trails Program Manager Telephone: 970-328-3523 Email: ellie.caryl @eaglecounty.us Is this the primary contact for this grant: X YES NO OFFICIAL USE ONLY— DUNS # (IF REQUIRED): R 'his rson will'havi day-today re ., <ct) Name: Ellie Caryl, ECO Trails Program Manager Mailing Address: PO Box 1070, Gypsum, CO 81637 Telephone:970-328-3523 Email: ellie.caryl @eaglecounty.us » PARTNER,: NI F ,.. LE Name: Town of Gypsum Mailing Address: PO Box 130, Gypsum, CO 81637 Partner Contact Name: Jeff Shroll Title: Town Manager Telephone: 970-524-7514 Email: jeff @townofgypsum.com Is this the primary contact for this grant: X YES NO Project Title: Gypsum to Dotsero Trail Phase II Grant Request: $128,748.00 Required Match: $38,624.00 Total Project Cost: $200,248.00 Percent of overall match (% of total project cost): 35% Percent of cash match Is this project part of the Colorado Front Range (% of total project cost): $71,50.00 = 35% Trail: YES X NO Does this trail connect to a regional trail system? X YES NO If yes which system: Eagle Valley Regional Trail System Project Description: The grant will fund construction of 3,700 feet of the 2.3 mile Gypsum to Dotsero Trail Project. The trail will be 10 feet wide and asphalt paved. The trail project will connect the communities of Gypsum and Dotsero for transportation and recreation. The trail route is located near the Eagle River and directly connects to four BLM river access site and one Eagle County open space parcel. The project is "shovel ready" with permits, studies and construction plan in place. This trail project is part of the larger effort to complete a 63 mile long trail from Vail Pass, Red Cliff and Glenwood Canyon, and is part of the State's goal to create trail systems that connect the state and provide for a range of user groups. The trail will be available Exhibit A Section 2 — Large Application— Selection Criteria 4-season as a walking and biking route, plus has numerous improved fishing access points. 1. Providethe name/s of the property owners: Bureau of Land Management, Colorado Department of Transportation and Eagle County 2. The trai corridor is controlled by: X Fee Simple ❑ Lease ❑ Easement X License X Right-of-Way ❑ Other r,.< ► �� 1 , �,� , .s.,s ,. ,T,0, as ? T x _ �� ' ,_�,., ,��f�c, .r „«�,.�, � ,u x Hiking ❑ Motorcycling x Equestrian x Walking ❑ Four-Wheeling ❑ Motor Boating x Running ❑ All-Terrain Vehicle x Paddling x Skateboarding ❑ Snowmobiling x Accessible Access x In-Line Skating ❑ Snowshoeing ❑ Other x Biking ❑ X-Country Skiing ❑ Other s�"f 9 d` r e O v ` Std t x x ! E ria6tV, �., , . ., .,,,,, ,�� y 5� ��r�,,, �; „,r,.Sw ��, r,,,,, ,�.,,,' �„�r&,.,�� u fz, ,r x.,�v.. . ?�`��'s r�f��,, ��ji„ � fd ,i i<<a a^L x Asphalt ❑ Concrete ❑ Other ❑ Natural ❑ Crusher Fines It�3 y r , x� Y5, .a 'A-.,� a" f >� .,P . !';',; Nearest Tdwn or City: Town of Gypsum, Colorado County(ies): Eagle Township/Range/Section: T5S 86W Sections 1-4 State Senate District#: 8 State Representative District#: 56 Acreage of new trailhead Miles of trail grooming Miles of nehnr trail construction 3,700 ft/2.3 mi Miles of trail being planned Miles of trail maintenance Miles of trail reroute Miles of trail reconstruction Miles of inter-connecting trail Miles of trail to be signed Other Miles of trail restoration Other Exhibit A Section 2 — Large Application— Selection Criteria r 3 APPLICATION +CHECKLISTf Verify that this application contains all of the following required documents and the application is in this order: x Completed and signed Applicant Summary Form x Letter from Governing Body x Completed Environmental Checklist(s) x Vicinity and Project Maps x Photographs x Project Budget Form x Response to Selection Criteria Questions (a narrative provided on your own paper) x Attachments to Selection Criteria: x Letter from youth organization, if applicable x Documentation supporting public process x Documentation of opposition, if applicable x Letters of support 4014; elt)11(------ Authorized Signature: Date: 0/16/14 (From applicant organization) Printed Name and Title: Ellie Caryl, Eagle County ECO Trails Program Manager Approved by State Parks: Date: Exhibit B Budget Form Source of Funds Date Secured CPW Trails Total Project Total Funding Grant Request Match ($) Eagle County ECO Trails Fund �Nov.1,2014 $ 70,000.00 $ 70,000.00 Town of Gypsum $ 1,500.00 $ 1,500.00 CPW $ 128,748.00 $ 128,748.00 TOTAL SOURCES Of FUNDS'' <:� ,i . w.$ `128,x+,$;i tlr u. $$7ri1, 08. $ F .00 CASH Quantity/Cost Total Project Total Funding per Unit Qry Cost Total CPW Funds Match($) ($) Road Base Tons 1176 $ 48.00 $ 56,448.00 $ 28,224.00 $ 28,224.00 $ 56,448.00 Asphalt Tons 678 $ 125.00 $ 84,750.00 $ 66,009.00 $ 18,741.00 $ 84,750.00 Materials Testing Lump Sum 1 $ 1,500.00 $ 1,500.00 $ 1,500.00 $ 3,000.00 $ 4,500.00 Traffic Control Lump Sum 1 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ - $ 5,000.00 Excavation/Embankment Lump Sum 1 $ 30,000.00 $ i 30,000.00 $ 24,665.00 $ 5,335.00 $ 30,000.00 Equipment Rental(Water Truck &Compactor) Lump Sum 1 $ 3,000.00 $ 3,000.00 $ 3,000.00 $ 3,000.00 Steel Drainage Pipe Linear Feet 10 $ 50.00 $ 500.00 $ 500.00 $ 500.00 Erosion Control Linear Feet 670 $ 5.00 $ 3,350.00 $ 3,350.00 $ - $ 3,350.00 Seeding Acre 0.5 $ 3,000.00 $ 1,500.00 $ 1,500.00 $ 1,500.00 Slope Rip Rap Square Feet 500 $ 100.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 Fencing Linear Feet 200 $: 30.00 $ 6,000.00 $ 6,000.00 $ 6,000.00 Signs and Posts Each 4 $ 50.00 $ 200.00 .�i �,:, #A 5 i � �� M $ 200 00 $ 200 00 •°a, IN-KIND Quantity/Cost Total Funding per Unit Qty Cost Total $ -US7 1P �, �b £4% rya . F€ f -,aPP ,+a' V r ', > V 9 $ p '+ . AA q._<i, ,;4 z "i a,< , . i:Y.,.VY ,.5M,.- 't'z`,yft: ,.ara'Wt y�` A4.14 p041t* a 7 a a=:'?�! .# RG�J ,�7r. 3 .' .."n'..:, 'a 'k i , ',,,� 'e`af t : .` Yr %^u : ,J 40 1�. M „A fe el Authorized Signature: {" Date: OCTOBER 17 2014 (from applicant organization) Printed name and title: Ellie Caryl,ECO Trails Program Manager,Eagle County Government Authorized Signature: Date: (Trails Program) Printed name and title: Exhibit B Page 1 of 1 Exhibit C State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended Revised as of 3-20-13 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "Award" means an award of Federal financial assistance that a non-Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1.2. Contracts; 1.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4. Loans; 1.1.5. Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.8. Food commodities; 1.1.9. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non-Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally-owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act(ARRA) of 2009 (Public Law 111-5). 1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all Award types in§1.1.1 through 1.1.11 above. 1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.4. "Data Universal Numbering System (DUNS) Number" means the nine-digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http://fedoov.dnb.com/webform. 1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C; Exhibit C Page 1 of 4 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2. A foreign public entity; 1.5.3. A domestic or foreign non-profit organization; 1.5.4. A domestic or foreign for-profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non- Federal entity. 1.6. "Executive" means an officer, managing partner or any other employee in a management position. 1.7. "Federal Award Identification Number(FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006(Public Law 109-282), as amended by§6202 of Public Law 110-252. FFATA, as amended, also is referred to as the"Transparency Act." 1.9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 1.10. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.11. "Subrecipient" means a non-Federal Entity(or a Federal agency under an Award or Subaward to a non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee. 1.12. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award Management(SAM) profile, if applicable. 1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123(Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above-market earnings on deferred compensation which is not tax-qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property)for the Executive exceeds$10,000. Exhibit C Page 2 of 4 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by§6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument.The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management(SAM) and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a)or 15(d)of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)or§ 6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget(OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor's obligations under this Contract, as provided in§2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at http://www.colorado.gov/dpa/dfp/sco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below Exhibit C Page 3 of 4 $25,000 but subsequent Award modifications result in a total Award of$25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de-obligated such that the total award amount falls below$25,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth below. 7.1 ToSAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number+4 if more than one electronic funds transfer(EFT) account; 7.1.3 Subrecipient Parent DUNS Number; 7.1.4 Subrecipient's address, including: Street Address, City, State, Country, Zip +4, and Congressional District; 7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract, the following data elements: 7.2.1 Subrecipient's DUNS Number as registered in SAM. 7.2.2 Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code +4, and Congressional District. 8. Exemptions. 8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 8.3 Effective October 1, 2010, "Award"currently means a grant, cooperative agreement, or other arrangement as defined in Section 1.1 of these Special Provisions. On future dates "Award" may include other items to be specified by OMB in policy memoranda available at the OMB Web site;Award also will include other types of Awards subject to the Transparency Act. 8.4 There are no Transparency Act reporting requirements for Vendors. 9. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. Exhibit C Page 4 of 4 Exhibit D OMB Approval No.0348-0042 ASSURANCES Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0042),Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the Awarding Agency. Further, certain Federal assistance awarding agencies may require applicants to certify to additional assurances. If such is the case,you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance, 8. Will comply with the Intergovernmental Personnel Act of and the institutional, managerial and financial capability 1970 (42 U.S.C. §§4728-4763) relating to prescribed (including funds sufficient to pay the non-Federal share of standards for merit systems for programs funded under project costs) to ensure proper planning, management one of the 19 statutes or regulations specified in and completion of the project described in this Appendix A of OPM's Standards for a Merit System of application. Personnel Administration(5 C.F.R.900,Subpart F). 2. Will give the awarding agency,the Comptroller General of 9. Will comply with the Lead-Based Paint Poisoning the United States and, if appropriate, the State, through Prevention Act(42 U.S.C.§§4801 et seq.)which any authorized representative, access to and the right to prohibits the use of lead-based paint in construction or examine all records, books, papers, or documents related rehabilitation of residence structures. to the assistance; and will establish a proper accounting system in accordance with generally accepted accounting 10. Will comply with all Federal statutes relating to non- standards or agency directives. discrimination.These include but are not limited to:(a) Title VI of the Civil Rights Act of 1964(P.L.88-352)which prohibits discrimination on the basis of race,color or 3. Will not dispose of, modify the use of, or change the national origin;(b)Title IX of the Education Amendments of 1972,as amended(20 U.S.C.§§16811683,and 1685- terms of the real property title, or other interest in the site 1686),which prohibits discrimination on the basis of sex; and facilities without permission and instructions from the (c)Section 504 of the Rehabilitation Act of 1973,as awarding agency. Will record the Federal interest in the amended(29 U.S.C.§794),which prohibits discrimination title of real property in accordance with awarding agency on the basis of handicaps;(d)the Age Discrimination Act directives and will include a covenant in the title of real of 1975, as amended(42 U.S.C.§§6101-6107),which property aquired in whole or in part with Federal prohibits discrimination on the basis of age;(e)the Drug assistance funds to assure nondiscrimination during the Abuse Office and Treatment Act of 1972(P.L.92-255),as useful life of the project. amended,relating to nondiscrimination on the basis of drug abuse;(f)the Comprehensive Alcohol Abuse and 4. Alcoholism Prevention,Treatment and Rehabilitation Act . Will comply with the requirements of the assistance of 1970(P.L. 91-616),as amended, relating to awarding agency with regard to the drafting, review and nondiscrimination on the basis of alcohol abuse or approval of construction plans and specifications. alcoholism; (g)§§523 and 527 of the Public Health Service Act of 1912(42 U.S.C.§§290 dd-3 and 290 ee 3), 5. Will provide and maintain competent and adequate as amended,relating to confidentiality of alcohol and drug engineering supervision at the construction site to ensure abuse patient records; (h)Title VIII of the Civil Rights Act that the complete work conforms with the approved plans of 1968(42 U.S.C.§§3601 et seq.),as amended, relating and specifications and will furnish progress reports and to nondiscrimination in the sale, rental or financing of such other information as may be required by the housing;(i)any other nondiscrimination provisions in the specific statute(s)under which application for Federal assistance awarding agency or State. assistance is being made; and,(j)the requirements of any other nondiscrimination statute(s)which may apply to the 6. Will initiate and complete the work within the applicable application. time frame after receipt of approval of the awarding agency. 7. Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest,or personal gain. Exhibit D- Page 1 of 2 11. Will comply, ¢r has already complied, with the requirements National Environmental Policy Act of 1969 (P.L. 91190) of Titles II anki Ill of the Uniform Relocation Assistance and and Executive Order (EO) 11514; (b) notification of Real Property Acquisition Policies Act of 1970 (P.L. 91-646) violating facilities pursuant to EO 11738; (c) protection of which provide for fair and equitable treatment of persons wetlands pursuant to EO 11990; (d) evaluation of flood displaced or whose property is acquired as a result of hazards in floodplains in accordance with EO 11988; (e) Federal and federally-assisted programs. These assurance of project consistency with the approved State requirements apply to all interests in real property acquired management program developed under the Coastal for project purposes regardless of Federal participation in Zone Management Act of 1972 (16 U.S.C. §§1451 et purchases. seq.); (f) conformity of Federal actions to State (Clean Air) Implementation Plans under Section 176(c) of the 12. Will comply with the provisions of the Hatch Act(5 U.S.C. Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et §§1501-1508 and 7324-7328) which limit the political seq.); (g) protection of underground sources of drinking activities of employees whose principal employment activities water under the Safe Drinking Water Act of 1974, as are funded in Whole or in part with Federal funds. amended (P.L. 93-523); and, (h) protection of endangered species under the Endangered Species Act 13. Will comply, s applicable, with the provisions of the Davis- of 1973, as amended(P.L.93-205). Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland Act (40 U.S.C. § 76c and 18 U.S.C. §874), and the Contract Work Hours and Safety Standards Act(40 U.S.C. §§327333) 16. Will comply with the Wild and Scenic Rivers Act of 1968 regarding !abler standards for federally-assisted construction (16 U.S.C.§§1271 et seq.)related to protecting subagreements. components or potential components of the national wild and scenic rivers system. 14. Will comply With flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 17. Will assist the awarding agency in assuring compliance (P.L. 93-234) which requires recipients in a special flood with Section 106 of the National Historic Preservation Act hazard area tb participate in the program and to purchase of 1966, as amended(16 U.S.C. §470), EO 11593 (identification and protection of historic properties), and flood insurance if the total cost of insurable construction and the Archaeological and Historic Preservation Act of 1974 acquisition is$10,000 or more. (16 U.S.C.§§469a-1 et seq.). 15. Will comply With environmental standards which may be prescribed pursuant to the following: (a) institution of 18. Will cause to be performed the required financial and environmental quality control measures under the compliance audits in accordance with the Single Audit Act Amendments of 1996 and OMB Circular No.A-133, "Audits of States, Local Governments,and Non-Profit Organizations." 19. Will comply with all applicable requirements of all other Federal laws, executive orders, regulations,and policies governing this program. Exhibit D- Page 2 of 2 Exhibit E Performance Monitoring Project Name: Gypsum to Dotsero Trail Phase II Project Sponsor: Eagle County A.) Performance Measures and Standards • Grantee will asphalt 3,700 feet of the Gypsum to Dotsero Trail in Eagle County. B.) Accountability • When the grantee submits a partial payment they will sign off on the invoice form certifying that "the billing reflects only those items which conform and are consistent with the performance measures and standards of the project agreement." • If the items requested for reimbursement are not consistent with the performance measures and standards then payments may be withheld. • If items submitted to clear an advance payment are not consistent with the performance measures and standards then a refund of the advanced monies will be requested. C.) Monitoring Requirements • Grantee will submit an annual status report through the duration of the agreement that is due at the end of the calendar year. • A final inspection will be conducted prior to the final payment being processed. • If necessary, a Certificate of Project Completeness form will be used as the Final Inspection of the project. The form will need to be signed prior to the final payment being processed. D.) Noncompliance Resolution • If a conflict arises during the life of the project agreement, the steps listed below will be taken. If a conflict cannot be resolved the issue will move through the levels until a resolution has been reached. 1. Grantee will work with the Trails Program Assistant assigned to managing the project. 2. If the issue cannot be resolved it will be brought to the Trails Program Manager to try and reach a resolution. 3. If there is still a problem the issue will be brought to the Director of Colorado Parks and Wildlife. 4. The Colorado Parks and Wildlife commission will be brought in to make a final decision on any conflict if the issue could not be solved in the first three steps. V i �I • I