SIPA GovGrants Program

GRANT AGREEMENT BETWEEN THE COLORADO STATEWIDE INTERNET PORTAL AUTHORITY AND Recipient

This Grant Agreement (“Agreement”) is by and between the Colorado Statewide Internet Portal Authority (“SIPA”), and Recipient (“Grantee”).

1.  BACKGROUND AND PURPOSE

1. SIPA’s mission under its authorizing statute includes facilitating Electronic Information, Products, and Services (“EIPS”).  See C.R.S. § 24-37.7-101(3).
2. SIPA supports the expansion and improvement of the delivery of EIPS to the public throughout Colorado. C.R.S. §§ 24-37.7-105(1)(b), (h), and (i).  
3. SIPA created the SIPA GovGrants Program (“GovGrants” or the “Program”) to provide funding and technical assistance to eligible government entity recipients in Colorado to pursue innovative technology projects. The Program is governed by the SIPA GovGrants Program Manual.
4. Grantee has an active Eligible Government Entity Agreement with SIPA and is eligible to receive funds under the Program.
5. Through this Agreement, SIPA awards Grantee a grant with a maximum value of $Grant Amount (the “Grant”) to be used for the purposes described in Grantee’s proposal for the Project Name project (the “Project”).

2. AGREEMENT

1. Grant: SIPA will provide the Grant to Grantee as either a monetary award or an award of in-kind services as specified in the Grant Plan, attached as Exhibit A to this Agreement. SIPA, in its sole discretion, may withhold any payment or modify the payment schedule based on Grantee’s compliance with this Agreement or the completion or satisfaction of any milestones or conditions in the Grant Plan.
2. Scope of Work: Grantee shall use the Grant and any income earned on the Grant funds in accordance with this Agreement, including all exhibits that may be attached to this Agreement, and for the purposes described in Grantee’s GovGrants Application, attached as Exhibit B to this Agreement. Grantee may not make any material changes to Grantee’s use of the Grant without the prior written consent of SIPA, to be memorialized in an updated Grant Plan.
3. Term: The term of the Grant will be as stated in Exhibit A. No later than ten business days following the termination or expiration of this Agreement, Grantee shall return to SIPA any Grant funds released to Grantee by SIPA and not expended for the purposes of the Project.
4. Reporting: Grantee shall provide SIPA with narrative and financial reports no less than quarterly. Financial reports must detail Grantee’s expenditure of Grant Funds, including the recipient and purpose of each expenditure. Narrative reports must include a summary of the project status, the benefits realized, and the obstacles encountered, as well as the status of all metrics identified for the Project as part of the Grant Plan. Grantee shall provide SIPA with copies of any external marketing or publicity communications, such as press releases, social media posts, newsletters, website content, etc., related to the Grant or the Project. Grantee shall ensure that appropriate Grantee personnel are available for meetings as reasonably requested by SIPA and that Grantee personnel respond promptly to communications from SIPA regarding the Grant or the Project.
5. Records and Audit: Grantee shall maintain records that provide a complete audit trail of Grant Funds received and expended, and Grantee shall cooperate and participate in any audit of the Grant Funds conducted under the authority of SIPA or other duly authorized body. Grantee shall make, keep, and maintain, all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to this Grant or the Project for a period of three years following the completion of the Scope of Work. Grantee shall permit SIPA, its designee, or a duly authorized body, to audit, inspect, examine, excerpt, copy and transcribe all such records during normal business hours at Grantee’s office or place of business, unless SIPA determines that an audit or inspection is required without notice at a different time to protect the interests of SIPA. If any audit is performed that relates to Grantee’s expenditure of Grant Funds, Grantee will provide SIPA a copy of such audit within 14 days after any such audit becomes final.
6. Authorized Documentation and Communications: Grantee authorizes SIPA to observe, record, photograph, or otherwise document activities related to the Grant Funds or the Project, provided that SIPA gives Grantee reasonable advance notice. Grantee authorizes SIPA to collect, analyze, and share any information or documentation collected from SIPA observations or other sources. Grantee authorizes SIPA to use Grantee’s name, logo, or other brand elements, as well as any photographs or other documentation, in SIPA’s communications or promotional activities regarding the Grant or the Program. SIPA shall use reasonable care to avoid publicizing any confidential or otherwise sensitive information relating to Grantee, the Grant Funds, or the Project. Grantee shall acknowledge SIPA and the Program in all public communications regarding the Grant or the Project.
7. Impermissible Activities: Grantee shall not engage in any business or activities, or maintain any relationships, that conflict in any way with the full performance of the obligations of Grantee under this Agreement. Grantee will not use any Grant Funds to participate or intervene in any political campaign or in relation to any candidate for public office. Grantee shall not use any Grant Funds in a way that would result in improper private inurement or private benefit, or that would otherwise violate any applicable law or public policy.
8. Grantee Authority and Acknowledgement of No Liability of SIPA:

1. Authority: Grantee represents and warrants that it has all necessary approvals and authority to accept and expend the Grant Funds. Grantee acknowledges that it is solely responsible for ensuring that its expenditure of Grant Funds is authorized and legal, that it is using the Grant Funds in a legal manner and compliant with the terms of this Agreement, and that SIPA shall have no liability concerning Grantee’s acceptance and use of the Grant Funds. Grantee shall not hold itself out as an agent or representative of SIPA, or purport to speak or act on behalf of SIPA. SIPA assumes no liability for any of Grantee’s activities using the Grant Funds, including any Project expenses, expenses related to Grantee’s employees, or performance or payment under any third-party contract entered into by Grantee. SIPA and Grantee are acting as independent contracting parties, and no partnership, joint venture, fiduciary, or other similar relationship is created under this Agreement.
2. Responsibility for Incident Response: If any incident arises that threatens Grantee’s ability to use Grant Funds in compliance with this Agreement, Grantee shall be solely responsible for the resolution of such incident, including all costs associated with such incident response. Grantee shall notify SIPA within two business days of Grantee becoming aware of any such incident having occurred or being likely to occur.

9. Governmental Immunity: Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, C.R.S. § 24-30-1501, et seq.  No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes.
10. Insurance: Grantee shall maintain at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., and upon request, shall provide SIPA with evidence of such insurance. Grantee shall ensure that all contractors or vendors performing any portion of the Scope of Work or receiving any amount of the Grant Funds maintain all insurance customary for the industry in which such third-party operates, or as required by SIPA or the Governmental Immunity Act. SIPA does not provide any insurance coverage of any kind to Grantee under the terms of this Agreement.
11. Remedies: If Grantee fails to comply with any term or condition of this Agreement, SIPA may terminate some or all of the award of Grant Funds and require Grantee to repay all or any portion of the Grant Funds to SIPA. SIPA may also terminate this Agreement and any award of Grant Funds at any time if SIPA has determined, in its sole discretion, that Grantee has used any Grant Funds for an impermissible purpose, has ceased performing the work promised under Exhibit A without intent to resume performance, or has otherwise had a material change in circumstances that would reasonably be expected to impact the Project. Any termination of this Agreement or any amount due to be repaid to SIPA by Grantee under this paragraph will be effective upon SIPA’s delivery of a written notice of the same to Grantee.
12. Dispute Resolution: In the event of disputes concerning this Agreement, the Parties will first seek to resolve them at the level of SIPA’s Executive Director and the executive director or chief executive officer of Grantee.  If the issue cannot be resolved at that level, Grantee may pursue resolution with SIPA’s Board of Directors.  SIPA’s Board of Directors’ decision on the issue shall be final and unappealable.
13. Notices: Grantee’s principal representative for receiving notices will be the individual identified in the Grant Plan. Either party may change its representative by providing written notice to the other party. An amendment to this Agreement will be required to change a party’s representative.  Notices to SIPA shall be as follows:

Statewide Internet Portal Authority
Attn: SIPA GovGrants Program
950 South Cherry Street, Suite 900
Denver, CO 80246

GovGrants@cosipa.gov

3. GENERAL PROVISIONS

1. Assignment: Grantee’s rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of SIPA.  Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee’s rights and obligations approved by SIPA shall be subject to the provisions of this Agreement.
2. Entire Understanding: This Agreement represents the complete integration of all understandings between the Parties related to the Scope of Work, and all prior representations and understandings related to the Scope of Work, oral or written, are merged into this Agreement.
3. Modification: The Parties may agree to modification of the terms and conditions of this Agreement in a formal amendment, properly executed and approved.
4. Severability: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under the Agreement in accordance with the intent of the Agreement.
5. Survival of Certain Terms: Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of the Agreement shall survive the termination or expiration and shall be enforceable by the other Party.
6. Third Party Beneficiaries: Except for the Parties’ respective successors and assigns described above, this Agreement and the corresponding award of Grant Funds does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Any services or benefits which third parties receive as a result of this Agreement or the award of Grant Funds are incidental, and do not create any rights for such third parties.
7. Waiver: A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege.
8. Governing Law and Venue: The laws of the State of Colorado (except Colorado laws related to choice of law or conflict of law) and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this Agreement. Any legal action related to this Agreement shall be brought in either a state or federal court within the City and County of Denver, Colorado.

4. SIGNATURES

Each person signing below represents and warrants that the signer is duly authorized to execute this Agreement and bind each Party authorizing such signature.

Grantee:

By:

Colorado Statewide Internet Portal Authority:

Ajay Bagal
Executive Director

Date

Date

Exhibit A to SIPA GovGrants Grant Agreement:
Grant Plan

1. Grantee’s Principal Representative:

Representative Name

Representative Title

Recipient

Representative Phone Number

Representative Email

2. Maximum Grant Amount:

The maximum amount payable by SIPA to Grantee or on Grantee’s behalf under this Grant Agreement is $Grant Amount.

3. Grant Term:

The term of this Grant Agreement is [one calendar year, beginning on the date of execution and terminating on the same date of the subsequent calendar year] or [two calendar years, beginning on the date of execution and terminating on the same month and day of [current year +2]].

4. Funding Disbursement Schedule:

If reimbursement:
SIPA will provide the Grant as a monetary award to Grantee, and disbursement of Grant funds will be made on a reimbursement basis. Grantee will submit all contractor invoices and documentation of payment as part of Grantee’s required reports to SIPA. Within 30 days of SIPA’s acceptance of Grantee’s report, SIPA will disburse Grant funds to the Grantee to reimburse all approved expenses. Grant funds will be disbursed using the payment method selected by Grantee.

If reconciliation:
SIPA will provide the Grant as a monetary award to Grantee, and disbursement of Grant funds will be made on a reconciliation basis. SIPA will make disbursements for anticipated Project expenses in the calendar quarter following the disbursement. Grant Funds will be disbursed using the payment method selected by Grantee.

As part of Grantee’s required reports to SIPA, Grantee will submit documentation of all Project expenses incurred during the calendar quarter, and will include sufficient documentation to substantiate both the expense incurred and the payment made using the Grant funds. SIPA may modify the amount of any disbursement to the extent that Grantee’s approved expenses in a calendar quarter are less than the Grant funds disbursed to Grantee in the prior quarter.

If in-kind:
SIPA will provide the Grant as an in-kind award to Grantee. SIPA will make Grant disbursements by payment of any approved invoices to any contractor providing goods or services in connection with the Grant. Grantee shall approve all invoices from a contractor or from SIPA in connection with the Project. Payments by SIPA will be made on Grantee’s behalf using the Grant funds.

All grant types:

SIPA will make grant disbursements in the amounts and on the schedule indicated below, unless modified to reflect any expense reconciliation as required by Grantee’s financial reports.

Expected Disbursements:

• (Disbursement quarter): $Amount
• etc.

5. Scope of Work:

Grantee will (brief description of the project). The details of the project scope are included as Exhibit B to the Grant Agreement.

Grantee acknowledges that Grantee was solely responsible for the process of identifying and selecting appropriate contractors for the purposes of the Project and for defining the scope and activities related to the Project. Grantee will be responsible for all contractor management associated with the Grant Project.

6. Key Performance Indicators:

7. Required Reporting:

Grantee will provide financial and narrative reports to SIPA on a quarterly basis through the SIPA Grants Portal. SIPA will provision Grantee with one user account for the portal. The user account must be for a designated individual, and Grantee may not share credentials or otherwise grant access to the SIPA Grants Portal to anyone other than the designated reporting account holder.

Grantee reports should also include all supporting documentation for expenses incurred during the reporting period. To the extent feasible, Grantee reports should include copies of all public communications regarding the Project or the Grant.

Reporting Due Dates:

• (Reporting quarter): (Due Date)
• etc.