HomeMy WebLinkAbout20232859.tiffRESOLUTION
RE: APPROVE SUBAWARD AGREEMENT FOR DRIVE SMART WELD COUNTY YOUNG
DRIVER TRAFFIC SAFETY PROJECT AND AUTHORIZE CHAIR TO SIGN AND
SUBMIT ELECTRONICALLY
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Subaward Agreement for the DRIVE
SMART Weld County Young Driver Traffic Safety Project between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Public Health and Environment, and the Colorado Department of Transportation,
commencing upon full execution of signatures, and ending September 30, 2024, with further terms
and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Subaward Agreement for the DRIVE SMART Weld County
Young Driver Traffic Safety Project between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department of
Public Health and Environment, and the Colorado Department of Transportation, be, and hereby
is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to electronically sign and submit said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 27th day of September, A.D., 2023.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: d.)
Weld County Clerk to the Board
Bk kiircJL
Deputy Clerk to the Board
APPROVED ORM:
Coun''Attorney
Date of signature: 1010 31 z 3
cc: �4L
io/2o/23
Mike Freeman, Chair
BuuIF. Pro-Tem
tt K. James
J
D. Ross
AMlnj`.
Saine
2023-2859
HL0056
ean4Vact tW3(011
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: FY24 CDOT DRIVE SMART Weld County — Young Driver Traffic Safety Project
Contract Renewal
DEPARTMENT: PUBLIC HEALTH & ENVIRONMENT DATE: August 31, 2023
PERSON REQUESTING: Jason Chessher, Executive Director
Brief description of the problem/issue:
For the Board's review and approval is the renewal of the DRIVE SMART Weld County — Young Driver Traffic
Safety Project contract between the Colorado Department of Transportation (CDOT)/Office of Transportation
Safety (OTS) and the Board of County Commissioners of Weld County for the use and benefit of the Weld
County Department of Public Health and Environment (WCDPHE).
The deleterious public health consequences associated with motor vehicle fatalities and injuries are numerous
and costly. The goal of this project is to collaborate with traffic safety stakeholders (law enforcement, local
traffic safety coalitions, nonprofit organizations, health, and prevention professionals) to reduce the number
and severity of traffic crashes in Weld County, thus reducing the economic and human loss associated with
such crashes.
The contract renewal period is from October 1, 2023, through September 30, 2024. Activities will be conducted
by current staff; no additional FTE is being requested. During FY23-24, CDOT/OTS agrees to pay WCDPHE
$83,329.58 for services provided in this contract. Contract funding will support the current .55 FTE allocated to
adolescent injury prevention as well as associated programming expenses.
What options exist for the Board?
Consequences:
Approval of this contract will permit WCDPHE to receive funding to continue the DRIVE SMART Weld County
program by paying for .55 FTE and additional operating costs.
Impacts:
Declining this contract will result in reduced impact of the DRIVE SMART Weld County program. Without
maintaining personnel and operating costs to pay for .55 Injury Prevention FTE, program materials, media
campaigns and training, the reach of the program will be signifcantly limited.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
No associated county cost. 100% grant funded project.
Recommendation: I recommend approval of this contract renewal with CDOT/OTS for the DRIVE SMART
Weld County — Young Driver Traffic Safety Project.
2023-2859
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck, Pro-Tem
Mike Freeman, Chair
Scott K. James
Kevin D. Ross
Lori Saine
DocuSign Envelope ID: 83420E96-5DD3-4B67-844A-2EDD72AA6D55
Contract Number: 24-HTS-ZL-00226/491003291
STATE OF COLORADO SUBAWARD AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number/PO Number
24-HTS-ZL-00226/491003291
Subrecipient
WELD COUNTY
Agreement Performance Beginning Date
The later of the Effective Date or October 1, 2023
Initial Agreement Expiration Date
September 30, 2024
Subaward Agreement Amount
Current Agreement
Encumbered Total $83,329.58
Fund Expenditure End Date
September 30, 2024
Agreement Authority
Authority to enter into this Agreement exists in CRS
§§24-42-101,24-42-103,43-1-104,43-1-106,43-1-110,
43-5-401, appropriated and otherwise made available
pursuant to the FAST ACT, MAP -21, SAFETEA_LU, 23
USC Chapter 4.
Agreement Purpose
NHTSA Grant funds awarded to agencies, organizations, and tribal governments within the State of Colorado that
provide programs, projects, services, and strategies that are intended to reduce the number of deaths and serious
injuries resulting from traffic crashes on Colorado roads.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A — Statement of Work and Budget.
2. Exhibit B — Sample Option Letter.
3. Exhibit C — Federal Provisions.
4. Exhibit D — Additional Program Requirements.
In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such conflict or
inconsistency shall be resolved by reference to the documents in the following order of priority:
1. Exhibit C — Federal Provisions, and Exhibit D — Additional Program Requirements.
2. Colorado Special Provisions in §17 of the main body of this Agreement.
3. The provisions of the other sections of the main body of this Agreement.
4. Exhibit A — Statement of Work and Budget.
5. Executed Option Letters (if any).
Principal Representatives
For the State: For Subrecipient:
Tuesday Black Tanya Geiser
Office of Transportation Safety/Highway Safety Office WELD COUNTY
Colorado Dept. of Transportation PO BOX 758
2829 W. Howard Place GREELEY, CO 80632
Denver, CO 80204 tgeiser@co.weld.co.us
tuesday.black@state.co.us
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement and
to bind the Party authorizing such signature.
SUBRECIPIENT
,--Docusi000WELD COUNTY
Nt,lrt, FrW SSIA
By.-@0a4BTD842AE4AT...
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
DocuSigned by:
Cam. C , ,,,A t
By:
Name: Mike Freeman
Title: Chair
cxtFOYToaoraDa...
Name: Keith Stefanik
Date: 9/27/2023
Title: Chief Engineer
Date: 9/27/2023
2nd State or Subrecipient Signature if needed
By:
LEGAL REVIEW
Philip J. Weiser, Attorney General
N/A
By: Assistant Attorney General
Date:
Name:
Title:
Date:
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
DocuSigned by�:
,
—a r� sHnu
By: Department oi�`ranspbrtation
Effective Date: 9/27/2023
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TABLE OF CONTENTS
1. PARTIES 3
2. TERM AND EFFECTIVE DATE 3
3. DEFINITIONS 4
4. STATEMENT OF WORK AND BUDGET 6
5. PAYMENTS TO SUBRECIPIENT 6
6. REPORTING - NOTIFICATION 8
7. SUBRECIPIENT RECORDS 8
8. CONFIDENTIAL INFORMATION - STATE RECORDS 9
9. CONFLICTS OF INTEREST 10
10. INSURANCE 11
11. BREACH OF AGREEMENT 12
12. REMEDIES 12
13. DISPUTE RESOLUTION 13
14. NOTICES and REPRESENTATIVES 13
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 14
16. GENERAL PROVISIONS 14
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 16
1. PARTIES
This Agreement is entered into by and between Subrecipient named on the Cover Page for this Agreement (the
"Subrecipient"), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this
Agreement (the "State"). Subrecipient and the State agree to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be expended by the
Fund Expenditure End Date shown on the Cover Page for this Agreement. The State shall not be bound by any provision
of this Agreement before the Effective Date, and shall have no obligation to pay Subrecipient for any Work performed or
expense incurred before the Effective Date, except as described in §0, or after the Fund Expenditure End Date.
B. Initial Term
The Parties' respective performances under this Agreement shall commence on the Agreement Performance Beginning
Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement Expiration Date shown
on the Cover Page for this Agreement (the "Initial Term") unless sooner terminated or further extended in accordance
with the terms of this Agreement.
C. Extension Terms - State's Option
The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the Initial Term
fora period, or for successive periods, of one year or more, or one year or less at the same rates and under the same terms
specified in this Agreement (each such period an "Extension Term"). In order to exercise this option, the State shall
provide written notice to Subrecipient in a form substantially equivalent to the Sample Option Letter attached to this
Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion,
upon written notice to Subrecipient in a form substantially equivalent to the Sample Option Letter attached to this
Agreement, may unilaterally extend such Initial Term or Extension Term for a period not to exceed two months (an "End
of Term Extension"), regardless of whether additional Extension Terms are available or not. The provisions of this
Agreement in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term
Extension shall automatically terminate upon execution of a replacement Agreement or modification extending the total
term of this Agreement.
E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its
Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, the State, in
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its discretion, may terminate this Agreement in whole or in part. A determination that this Agreement should be terminated
in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply
to a termination of this Agreement by the State for Breach of Agreement by Subrecipient, which shall be governed by §0.
i. Method and Content
The State shall notify Subrecipient of such termination in accordance with §Error! Reference source not found.. The
notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement, and
shall include, to the extent practicable, the public interest justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Subrecipient shall be subject to the rights
and obligations set forth in §0.
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Subrecipient an amount equal to the
percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work
satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if
this Agreement is less than 60% completed, as determined by the State, the State may reimburse Subrecipient for a
portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Subrecipient
which are directly attributable to the uncompleted portion of Subrecipient's obligations, provided that the sum of any
and all reimbursement shall not exceed the Subaward Maximum Amount payable to Subrecipient hereunder.
F. Subrecipient's Termination Under Federal Requirements
Subrecipient may request termination of this Agreement by sending notice to the State, or to the Federal Awarding Agency
with a copy to the State, which includes the reasons for the termination and the effective date of the termination. If this
Agreement is terminated in this manner, then Subrecipient shall return any advanced payments made for work that will
not be performed prior to the effective date of the termination.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Agreement" means this subaward agreement, including all attached Exhibits, all documents incorporated by reference,
all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and
conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award
specifically indicate otherwise.
C. "Breach of Agreement" means the failure of a Party to perform any of its obligations in accordance with this Agreement,
in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency,
reorganization or similar law, by or against Subrecipient, or the appointment of a receiver or similar officer for
Subrecipient or any of its property, which is not vacated or fully stayed within 30 days after the institution of such
proceeding, shall also constitute a breach. If Subrecipient is debarred or suspended under §24-109-105, C.R.S. at any time
during the term of this Agreement, then such debarment or suspension shall constitute a breach.
D. "Budget" means the budget for the Work described in Exhibit A.
E. "Business Day" means any day other than Saturday, Sunday, or a legal holiday as listed in §24-11-101(1), C.R.S.
F. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.
G. "Deliverable" means the outcome to be achieved or output to be provided, in the form of a tangible or intangible Good
or Service that is produced as a result of Subrecipient's Work that is intended to be delivered by Subrecipient.
H. "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State Controller or
designee, as shown on the Signature Page for this Agreement.
I. "End of Term Extension" means the time period defined in §0.
J. "Exhibits" means the exhibits and attachments included with this Agreement as shown on the Cover Page for this
Agreement.
K. "Extension Term" means the time period defined in §0.
L. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract, under the Federal
Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the Recipient. "Federal Award"
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also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments
to a Subrecipient or payments to an individual that is a beneficiary of a Federal program.
M. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. National Highway
Traffic Safety Administration (NHTSA) is the Federal Awarding Agency for the Federal Award which is the subject of
this Agreement.
N. "Goods" means any movable material acquired, produced, or delivered by Subrecipient as set forth in this Agreement
and shall include any movable material acquired, produced, or delivered by Subrecipient in connection with the Services.
O. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for
payment by the State under this Agreement.
P. "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized
access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the
State, which are included as part of the Work, as described in §§24-37.5-401, et seq., C.R.S. Incidents include, without
limitation (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such
information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the
processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the
State's knowledge, instruction, or consent.
Q. "Initial Term" means the time period defined in §0.
R. "Matching Funds" (Local Funds, or Local Match) means the funds provided by Subrecipient as a match required to
receive the Grant Funds and includes in -kind contribution.
S. "NHTSA" means National Highway Traffic Safety Administration.
T. "Party" means the State or Subrecipient, and "Parties" means both the State and Subrecipient.
U. "PII" means personally identifiable information including, without limitation, any information maintained by the State
about an individual that can be used to distinguish or trace an individual's identity, such as name, social security number,
date and place of birth, mother's maiden name, or biometric records. PII includes, but is not limited to, all information
defined as personally identifiable information in §§24-72-501 and 24-73-101, C.R.S.
V. "Recipient" means the State agency shown on the Signature and Cover Pages of this Agreement, for the purposes of this
Federal Award.
W. "Services" means the services to be performed by Subrecipient as set forth in this Agreement and shall include any
services to be rendered by Subrecipient in connection with the Goods.
X. "State Confidential Information" means any and all State Records not subject to disclosure under CORA. State
Confidential Information shall include but is not limited to PII and State personnel records not subject to disclosure under
CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed
confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to
Subrecipient which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Subrecipient without restrictions
at the time of its disclosure to Subrecipient; (iii) is or subsequently becomes publicly available without breach of any
obligation owed by Subrecipient to the State; (iv) is disclosed to Subrecipient, without confidentiality obligations, by a
third party who has the right to disclose such information; or (v) was independently developed without reliance on any
State Confidential Information.
Y. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-252(13)(a),
C.R.S.
Z. "State Fiscal Year" means a 12 -month period beginning on July 1 of each calendar year and ending on June 30 of the
following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that
calendar year.
AA. "State Records" means any and all State data, information, and records, regardless of physical form.
BB. "Subaward Maximum Amount" means an amount equal to the total of Grant Funds for this Agreement.
CC. "Subcontractor" means any third party engaged by Subrecipient to aid in performance of the Work. "Subcontractor"
also includes sub -recipients of Grant Funds.
DD. "Subrecipient" means a non -Federal entity that receives a sub -award from a Recipient to carry out part of a Federal
program but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient
of other Federal Awards directly from a Federal Awarding Agency.
EE. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly known as the "Super Circular, which
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supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in
Circular A-50 on Single Audit Act follow-up.
FF. "Work" means the Goods delivered and Services performed pursuant to this Agreement.
GG. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts.
Work Product includes, but is not limited to, documents, text, software (including source code), research, reports,
proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models,
surveys, maps, materials, ideas, concepts, know-how, information, and any other results of the Work. "Work Product"
does not include any material that was developed prior to the Effective Date that is used, without modification, in the
performance of the Work.
Any other term used in this Agreement that is defined elsewhere in this Agreement or in m Exhibit shall be construed and
interpreted as defined in that section.
4. STATEMENT OF WORK AND BUDGET
Subrecipient shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A. The
State shall have no liability to compensate Subrecipient for the delivery of any goods or the performance of any services that
are not specifically set forth in this Agreement.
5. PAYMENTS TO SUBRECIPIENT
A. Subaward Maximum Amount.
Payments to Subrecipient are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay
Subrecipient any amount under this Agreement that exceeds the Subaward Maximum Amount shown on the Cover Page
of this Agreement as "Federal Funds Maximum Amount".
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Subrecipient in the amounts and in accordance with the schedule and other conditions set
forth in Exhibit A.
b. Subrecipient shall initiate payment requests by invoice to the State, in a form and manner approved by the State.
c. Any advance payment allowed under this Agreement, shall comply with State Fiscal Rules and be made in
accordance with the provisions of this Agreement and its Exhibits. Eligibility and submission for advance
payment is subject to State approval and must include approved documentation in the form and manner set forth
and approved by the State.
d. The State shall pay each invoice within 45 days following the State's receipt of that invoice, so long as the
amount invoiced correctly represents Work completed by Subrecipient and previously accepted by the State
during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then
Subrecipient shall make all changes necessary to correct that invoice.
e. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables provided
under this Agreement.
ii. Interest
Amounts not paid by the State within 45 days of the State's acceptance of the invoice shall bear interest on the unpaid
balance beginning on the 45th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid
in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing.
Subrecipient shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall
reference the delinquent payment, the number of days' interest to be paid and the interest rate.
iii. Payment Disputes
If Subrecipient disputes any calculation, determination or amount of any payment, Subrecipient shall notify the State
in writing of its dispute within 30 days following the earlier to occur of Subrecipient's receipt of the payment or
notification of the determination or calculation of the payment by the State. The State will review the information
presented by Subrecipient and may make changes to its determination based on this review. The calculation,
determination or payment amount that results from the State's review shall not be subject to additional dispute under
this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded
its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this
subsection.
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iv. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment
to Subrecipient beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of
Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from
any other non -State funds constitute all or some of the Grant Funds, the State's obligation to pay Subrecipient shall
be contingent upon such non -State funding continuing to be made available for payment. Payments to be made
pursuant to this Agreement shall be made only from Grant Funds, and the State's liability for such payments shall be
limited to the amount remaining of such Grant Funds. If State, federal or other funds are not appropriated, or
otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement,
in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services
and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination
shall otherwise be treated as if this Agreement were terminated in the public interest as described in §0.
v. Federal Recovery
The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow
costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made
within the Record Retention Period, as defined below.
C. Increase or Decrease
The State, at its discretion, shall have the option to increase or decrease the maximum amount payable hereunder, by
increasing or decreasing the quantity of goods/services described in Exhibit A at the same rates and under the same terms
specified in this Agreement. In order to exercise this option, the State shall provide written notice to Grantee in a form
substantially equivalent to Exhibit B prior to the end of the current Agreement term. Delivery of Goods and performance
of Services shall continue at the same rates and terms as described in the Agreement.
D. Matching Funds
Subrecipient shall provide Matching Funds as provided in Exhibit A. Subrecipient shall have raised the full amount of
Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request.
Subrecipient's obligation to pay all or any part of any Matching Funds, whether direct or contingent, only extends to
funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Subrecipient
and paid into Subrecipient's treasury or bank account. Subrecipient represents to the State that the amount designated
"Subrecipient's Matching Funds" in Exhibit A has been legally appropriated for the purposes of this Agreement by its
authorized representatives and paid into its treasury or bank account. Subrecipient does not by this Agreement irrevocably
pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple -
fiscal year debt of Subrecipient. Subrecipient shall not pay or be liable for any claimed interest, late charges, fees, taxes
or penalties of any nature, except as required by Subrecipient's laws or policies.
E. Reimbursement of Subrecipient Costs
i. The State shall reimburse Subrecipient for the federal share of properly documented allowable costs related to the
Work after review and approval thereof, subject to the provisions of §5, this Agreement and Exhibit A. However,
any costs incurred by Subrecipient prior to the Effective Date shall not be reimbursed absent specific allowance of
pre -award costs and indication that the Federal Award funding is retroactive. The State shall pay Subrecipient for
costs or expenses incurred or performance by the Subrecipient prior to the Effective Date, only if (1) the Grant Funds
involve federal funding and (2) federal laws, rules, and regulations applicable to the Work provide for such retroactive
payments to the Subrecipient. Any such retroactive payments shall comply with State Fiscal Rules and be made in
accordance with the provisions of this Agreement.
ii. The State shall reimburse Subrecipient's allowable costs, not exceeding the Subaward Maximum Amount shown on
the Cover Page of this Agreement and on Exhibit A for all allowable costs described in this Agreement and shown
in Exhibit A. Except as provided in §5.E., Subrecipient may adjust the amounts between each line item of Exhibit A
without formal modification to this Agreement as long as the Subrecipient provides notice to the State of the change,
the change does not modify the Subaward Maximum Amount or the Subaward Maximum Amount for any federal
fiscal year or State Fiscal Year, and the change does not modify any requirements of the Work.
iii. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs
are:
a. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and
b. Equal to the actual net cost to Subrecipient (i.e. the price paid minus any items of value received by Subrecipient
that reduce the cost actually incurred).
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iv. Subrecipient's costs for Work performed after the Fund Expenditure End Date shown on the Cover Page for this
Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be
reimbursable. Subrecipient shall initiate any payment request by submitting invoices to the State in the form and
manner set forth and approved by the State.
F. Use of Funds, Budget Adjustments
Grant Funds shall be used only for eligible costs identified herein and/or in the Budget. Subrecipient may adjust budgeted
expenditure amounts up to 10% between activities of said Budget without approval of the State. Budget adjustments to
activities exceeding 10% but less than 24.99% must be submitted in advance of actual cost and receive written State
approval, which approval may be transmitted informally by email or such other means that does not rise to the level of
an amendment to this Agreement. A budget revision of Exhibit A will be issued by the State with any such adjustment.
Adjustments in excess of 24.99% for any activity shall be authorized by the State in an amendment to this Agreement
which may also require an amendment to Exhibit A. Budget adjustments shall not increase the State's total consideration
beyond the Subaward Maximum Amount without an amendment to this Agreement.
G. Close -Out
Subrecipient shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Cover Page
for this Agreement. To complete close-out, Subrecipient shall submit to the State all Deliverables (including
documentation) as defined in this Agreement and Subrecipient's final reimbursement request or invoice. The State will
withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially
complete. If the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund
Expenditure End Date shown on the Cover Page for this Agreement due to Subrecipient's failure to submit required
documentation, then Subrecipient may be prohibited from applying for new Federal Awards through the State until such
documentation is submitted and accepted.
6. REPORTING - NOTIFICATION
A. Quarterly Reports
In addition to any reports required pursuant to any other Exhibit, for any Agreement having a term longer than three
months, Subrecipient shall submit, on a quarterly basis, a written report specifying progress made for each specified
performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures
developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days
following the end of each calendar quarter or at such time as otherwise specified by the State.
B. Litigation Reporting
If Subrecipient is served with a pleading or other document in connection with an action before a court or other
administrative decision making body, and such pleading or document relates to this Agreement or may affect
Subrecipient's ability to perform its obligations under this Agreement, Subrecipient shall, within 10 days after being
served, notify the State of such action and deliver copies of such pleading or document to the State's Principal
Representative identified on the Cover Page for this Agreement.
C. Performance and Final Status
Subrecipient shall submit all financial, performance and other reports to the State no later than 45 calendar days after the
end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised by the State, containing
an evaluation and review of Subrecipient's performance and the final status of Subrecipient's obligations hereunder.
D. Violations Reporting
Subrecipient shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all violations
of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award.
The State or the Federal Awarding Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180
and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment.
7. SUBRECIPIENT RECORDS
A. Maintenance
Subrecipient 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 and the delivery of Services (including, but not limited to, the operation of programs) or Goods
hereunder (collectively, the "Subrecipient Records"). Subrecipient shall maintain such records for a period of three years
following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or
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annually, from the date of the submission of each quarterly or annual report, respectively (the "Record Retention Period").
If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record
Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by
the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect
costs, and the State, may notify Subrecipient in writing that the Record Retention Period shall be extended. For records
for real property and equipment, the Record Retention Period shall extend three years following final disposition of such
property.
B. Inspection
Subrecipient shall permit the State, the federal government, and any other duly authorized agent of a governmental agency
to audit, inspect, examine, excerpt, copy and transcribe Subrecipient Records during the Record Retention Period.
Subrecipient shall make Subrecipient Records available during normal business hours at Subrecipient's office or place of
business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days' notice from the
State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the
State.
C. Monitoring
The State, the federal government, and any other duly authorized agent of a governmental agency, in its discretion, may
monitor Subrecipient's performance of its obligations under this Agreement using procedures as determined by the State
or that governmental entity. Subrecipient shall allow the State to perform all monitoring required by the Uniform
Guidance, based on the State's risk analysis of Subrecipient and this Agreement. The State shall have the right, in its sole
discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The
State shall monitor Subrecipient's performance in a manner that does not unduly interfere with Subrecipient's
performance of the Work.
D. Final Audit Report
Subrecipient shall promptly submit to the State a copy of any final audit report of an audit performed on Subrecipient's
records that relates to or affects this Agreement or the Work, whether the audit is conducted by Subrecipient or a third
party. Additionally, if Subrecipient is required to perform a single audit under 2 CFR 200.501, et seq., then Subrecipient
shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal
government.
8. CONFIDENTIAL INFORMATION - STATE RECORDS
A. Confidentiality
Subrecipient shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those
State Records are publicly available. Subrecipient shall not, without prior written approval of the State, use, publish, copy,
disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this
Agreement, permitted by law or approved in writing by the State. Subrecipient shall provide for the security of all State
Confidential Information in accordance with all applicable laws, rules, policies, publications, and guidelines. Subrecipient
shall immediately forward any request or demand for State Records to the State's Principal Representative identified on
the Cover Page of this Agreement.
B. Other Entity Access and Nondisclosure Agreements
Subrecipient may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the
Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors
who require access to perform their obligations under this Agreement. Subrecipient shall ensure all such agents,
employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as
those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or
Subcontractor has access to any State Confidential Information. Subrecipient shalt provide copies of those signed
nondisclosure provisions to the State upon execution of the nondisclosure provisions if requested by the State.
C. Use, Security, and Retention
Subrecipient shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws
and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures
confidentiality of all State Confidential Information. Subrecipient shall provide the State with access, subject to
Subrecipient's reasonable security requirements, for purposes of inspecting and monitoring access and use of State
Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this
Agreement, Subrecipient shall return State Records provided to Subrecipient or destroy such State Records and certify to
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the State that it has done so, as directed by the State. If Subrecipient is prevented by law or regulation from returning or
destroying State Confidential Information, Subrecipient warrants it will guarantee the confidentiality of, and cease to use,
such State Confidential Information.
D. Incident Notice and Remediation
If Subrecipient becomes aware of any Incident, Subrecipient shall notify the State immediately and cooperate with the
State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless
Subrecipient can establish that Subrecipient, and its agents, employees, and Subcontractors are not the cause or source of
the Incident, Subrecipient shall be responsible for the cost of notifying each person who may have been impacted by the
Incident. After an Incident, Subrecipient shall take steps to reduce the risk of incurring a similar type of Incident in the
future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan
that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan,
in its sole discretion and Subrecipient shall make all modifications as directed by the State. If Subrecipient cannot produce
its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a
remediation plan, and Subrecipient shall reimburse the State for the reasonable costs thereof. The State may, in its sole
discretion and at Subrecipient's sole expense, require Subrecipient to engage the services of an independent, qualified,
State -approved third party to conduct a security audit. Subrecipient shall provide the State with the results of such audit
and evidence of Subrecipient's planned remediation in response to any negative findings.
E. Data Protection and Handling
Subrecipient shall ensure that all State Records and Work Product in the possession of Subrecipient or any Subcontractors
are protected and handled in accordance with the requirements of this Agreement, including the requirements of any
Exhibits hereto, at all times. As used in this section, the protections afforded Work Product only apply to Work Product
that requires confidential treatment.
F. Safeguarding PII
If Subrecipient or any of its Subcontractors will or may receive PII under this Agreement, Subrecipient shall provide for
the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non -disclosure
requirements, use of appropriate technology, security practices, computer access security, data access security, data
storage encryption, data transmission encryption, security inspections, and audits. Subrecipient shall be a "Third -Party
Service Provider" as defined in §24-73-103(1)(i), C.R.S., and shall maintain security procedures and practices consistent
with §§24-73-101, et seq., C.R.S.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Subrecipient 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 Subrecipient under this Agreement. Such a conflict of interest would arise when a
Subrecipient or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an
employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry
into or management or oversight of this Agreement.
B. Apparent Conflicts of Interest
Subrecipient acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be
harmful to the State's interests. Absent the State's prior written approval, Subrecipient shall refrain from any practices,
activities or relationships that reasonably appear to be in conflict with the full performance of Subrecipient's obligations
under this Agreement.
C.
Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Subrecipient is uncertain whether a conflict or the appearance of
a conflict has arisen, Subrecipient shall submit to the State a disclosure statement setting forth the relevant details for the
State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the
actual or apparent conflict constitutes a breach of this Agreement.
D. Subrecipient acknowledges that all State employees are subject to the ethical principles described in §24-18-105, C.R.S.
Subrecipient further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S., with
regard to this Agreement. For the avoidance of doubt, an actual or apparent conflict of interest shall exist if Subrecipient
employs or contracts with any State employee, any former State employee within six months following such employee's
termination of employment with the State, or any immediate family member of such current or former State employee.
Subrecipient shall provide a disclosure statement as described in §9.C. no later than ten days following entry into a
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contractual or employment relationship as described in this section. Failure to timely submit a disclosure statement shall
constitute a Breach of Agreement. Subrecipient may also be subject to such penalties as are allowed by law.
10. INSURANCE
Subrecipient shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified
in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not
provided through self-insurance shall be issued by insurance companies as approved by the State.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability insurance covering all Subrecipient
or Subcontractor employees acting within the course and scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and
completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as
follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any 1 fire.
Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non -owned autos) with a minimum limit
of $1,000,000 each accident combined single limit.
D. Additional Insured
The State shall be named as additional insured on all commercial general liability policies (leases and construction
contracts require additional insured coverage for completed operations) required of Subrecipient and Subcontractors.
E. Primacy of Coverage
Coverage required of Subrecipient and each Subcontractor shall be primary over any insurance or self-insurance program
carried by Subrecipient or the State.
F. Cancellation
All insurance policies shall include provisions preventing cancellation or non -renewal, except for cancellation based on
non-payment of premiums, without at least 30 days prior notice to Subrecipient and Subrecipient shall forward such
notice to the State in accordance with §Error! Reference source not found. within seven days of Subrecipient's receipt
of such notice.
G. Subrogation Waiver
All insurance policies secured or maintained by Subrecipient or its Subcontractors in relation to this Agreement shall
include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against
Subrecipient or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers.
H. Public Entities
If Subrecipient is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq.,
C.R.S. (the "GIA"), Subrecipient shall maintain, in lieu of the liability insurance requirements stated above, at all times
during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to
meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Subrecipient shall
ensure that the Subcontractor maintain at all times during the terms of this Subrecipient, in lieu of the liability insurance
requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the
Subcontractor's obligations under the GIA.
I. Certificates
For each insurance plan provided by Subrecipient under this Agreement, Subrecipient shall provide to the State
certificates evidencing Subrecipient's insurance coverage required in this Agreement prior to the Effective Date.
Subrecipient shall provide to the State certificates evidencing Subcontractor insurance coverage required under this
Agreement prior to the Effective Date, except that, if Subrecipient's subcontract is not in effect as of the Effective Date,
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Subrecipient shall provide to the State certificates showing Subcontractor insurance coverage required under this
Agreement within seven Business Days following Subrecipient's execution of the subcontract. No later than 15 days
before the expiration date of Subrecipient's or any Subcontractor's coverage, Subrecipient shall deliver to the State
certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon
request by the State, Subrecipient shall, within seven Business Days following the request by the State, supply to the State
evidence satisfactory to the State of compliance with the provisions of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of breach to the other Party. If the
notified Party does not cure the Breach of Agreement, at its sole expense, within 30 days after the delivery of written
notice, the Party may exercise any of the remedies as described in §Error! Reference source not found. for that Party.
Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a
cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in this
Agreement in order to protect the public interest of the State; or if Subrecipient is debarred or suspended under §24-109-
105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Agreement in whole
or in part or institute any other remedy in this Agreement as of the date that the debarment or suspension takes effect.
12. REMEDIES
A. State's Remedies
If Subrecipient is in breach under any provision of this Agreement and fails to cure such breach, the State, following the
notice and cure period set forth in §Error! Reference source not found., shall have all of the remedies listed in this section
in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies
available to it, in its discretion, concurrently or consecutively.
Termination for Breach of Agreement
In the event of Subrecipient's uncured breach, the State may terminate this entire Agreement or any part of this
Agreement. Additionally, if Subrecipient fails to comply with any terms of the Federal Award, then the State may,
in its discretion or at the direction of a Federal Awarding Agency, terminate this entire Agreement or any part of this
Agreement. Subrecipient shall continue performance of this Agreement to the extent not terminated, if any.
Obligations and Rights
To the extent specified in any termination notice, Subrecipient shall not incur further obligations or render further
performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with
third parties. However, Subrecipient shall complete and deliver to the State all Work not cancelled by the
termination notice, and may incur obligations as necessary to do so within this Agreement's terms. At the request
of the State, Subrecipient shall assign to the State all of Subrecipient's rights, title, and interest in and to such
terminated orders or subcontracts. Upon termination, Subrecipient shall take timely, reasonable and necessary
action to protect and preserve property in the possession of Subrecipient but in which the State has an interest.
At the State's request, Subrecipient shall return materials owned by the State in Subrecipient's possession at the
time of any termination. Subrecipient shall deliver all completed Work Product and all Work Product that was
in the process of completion to the State at the State's request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Subrecipient for accepted Work received as
of the date of termination. If, after termination by the State, the State agrees that Subrecipient was not in breach
or that Subrecipient's action or inaction was excusable, such termination shall be treated as a termination in the
public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in
the public interest under §0.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Subrecipient shall remain liable to the State for any
damages sustained by the State in connection with any breach by Subrecipient, and the State may withhold
payment to Subrecipient for the purpose of mitigating the State's damages until such time as the exact amount
of damages due to the State from Subrecipient is determined. The State may withhold any amount that may be
due Subrecipient as the State deems necessary to protect the State against loss including, without limitation, loss
as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement
Work as cover.
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ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
Suspend Subrecipient's performance with respect to all or any portion of the Work pending corrective action as
specified by the State without entitling Subrecipient to an adjustment in price or cost or an adjustment in the
performance schedule. Subrecipient shall promptly cease performing Work and incurring costs in accordance
with the State's directive, and the State shall not be liable for costs incurred by Subrecipient after the suspension
of performance.
b. Withhold Payment
Withhold payment to Subrecipient until Subrecipient corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Subrecipient's actions or inactions, cannot be performed
or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be
equal to the value of the obligations not performed.
d. Removal
Demand immediate removal of any of Subrecipient's employees, agents, or Subcontractors from the Work whom
the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued
relation to this Agreement is deemed by the State to be contrary to the public interest or the State's best interest.
e. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent,
copyright, trademark, trade secret or other intellectual property right, Subrecipient shall, as approved by the State
(i) secure that right to use such Work for the State and Subrecipient; (ii) replace the Work with noninfringing
Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the
amount paid for such Work to the State.
B. Subrecipient's Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach, Subrecipient, following the
notice and cure period in §Error! Reference source not found. and the dispute resolution process in §Error! Reference
source not found. shall have all remedies available at law and equity.
13. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot
be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management
staff member designated by the State and a senior manager designated by Subrecipient for resolution.
B. Resolution of Controversies
If the initial resolution described in §0 fails to resolve the dispute within 10 Business Days, Subrecipient shall submit any
alleged breach of this Agreement by the State to the Procurement Official of the State Agency named on the Cover Page
of this Agreement as described in §24-101-301(30), C.R.S., for resolution following the same resolution of controversies
process as described in §§24-106-109, and 24-109-101.1 through 24-109-505, C.R.S., (collectively, the "Resolution
Statutes"), except that if Subrecipient wishes to challenge any decision rendered by the Procurement Official,
Subrecipient's challenge shall be an appeal to the executive director of the Department of Personnel and Administration,
or their delegate, in the same manner as described in the Resolution Statutes before Subrecipient pursues any further
action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including,
without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement.
14. NOTICES and REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the principal
representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing,
and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party's principal
representative at the address set forth on the Cover Page for this Agreement or (C) as an email with read receipt requested to
the principal representative at the email address, if any, set forth on the Cover Page for this Agreement. If a Party delivers a
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notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email
contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail
to such Party's principal representative at the address set forth on the Cover Page for this Agreement. Either Party may change
its principal representative or principal representative contact information, or may designate specific other individuals to
receive certain types of notices in addition to or in lieu of a principal representative, by notice submitted in accordance with
this section without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be
effective upon delivery of the written notice.
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Subrecipient agrees to provide to the State a royalty -free, non-exclusive and irrevocable license to reproduce publish or
otherwise use and to authorize others to use the Work Product described herein, for the Federal Awarding Agency's and
State's purposes. All Work Product shall be delivered to the State by Subrecipient upon completion or termination hereof.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, all State Records, documents, text, software
(including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs,
negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and information
provided by or on behalf of the State to Subrecipient are the exclusive property of the State (collectively, "State
Materials"). Subrecipient shall not use, willingly allow, cause or permit Work Product or State Materials to be used for
any purpose other than the performance of Subrecipient's obligations in this Agreement without the prior written consent
of the State. Upon termination of this Agreement for any reason, Subrecipient shall provide all Work Product and State
Materials to the State in a form and manner as directed by the State.
C. Exclusive Property of Subrecipient
Subrecipient retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to
Subrecipient including, but not limited to, all pre-existing software, licensed products, associated source code, machine
code, text images, audio and/or video, and third -party materials, delivered by Subrecipient under this Agreement, whether
incorporated in a Deliverable or necessary to use a Deliverable (collectively, "Subrecipient Property"). Subrecipient
Property shall be licensed to the State as set forth in this Agreement or a State approved license agreement: (i) entered
into as exhibits to this Agreement, (ii) obtained by the State from the applicable third -party vendor, or (iii) in the case of
open source software, the license terms set forth in the applicable open source license agreement.
16. GENERAL PROVISIONS
A. Assignment
Subrecipient's rights and obligations under this Agreement are personal and may not be transferred or assigned without
the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any
assignment or transfer of Subrecipient's rights and obligations approved by the State shall be subject to the provisions of
this Agreement.
B. Subcontracts
Subrecipient shall not enter into any subaward or subcontract in connection with its obligations under this Agreement
without the prior, written approval of the State. Subrecipient shall submit to the State a copy of each such subaward or
subcontract upon request by the State. All subawards and subcontracts entered into by Subrecipient in connection with
this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are
governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. If the entity with
whom Subrecipient enters into a subcontract or subaward would also be considered a Subrecipient, then the subcontract
or subaward entered into by Subrecipient shall also contain provisions permitting both Subrecipient and the State to
perform all monitoring of that Subcontractor in accordance with the Uniform Guidance.
C. Binding Effect
Except as otherwise provided in §16.A., all provisions of this Agreement, including the benefits and burdens, shall extend
to and be binding upon the Parties' respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of
such Party's obligations have been duly authorized.
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E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret,
define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol),
subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an
original, but all of which, taken together, shall constitute one and the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties related to the Work, and
all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or
contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever,
unless embodied herein.
H. Digital Signatures
If any signatory signs this Agreement using a digital signature in accordance with the Colorado State Controller Contract,
Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any
agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to
in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State
law and State Fiscal Rules. Modifications permitted under this Agreement, other than Agreement amendments, shall
conform to the policies issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be
interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this
Agreement.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms,
conditions, or agreements appearing on Subrecipient's or a Subcontractor's website or any provision incorporated into
any click -through or online agreements related to the Work unless that provision is specifically referenced in this
Agreement.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to
perform their obligations under this Agreement in accordance with the intent of this Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement
shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party.
N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise
Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under
§§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be
liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the State
imposes such taxes on Subrecipient. Subrecipient shall be solely responsible for any exemptions from the collection of
excise, sales or use taxes that Subrecipient may wish to have in place in connection with this Agreement.
O. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §16.A., this Agreement does not and is not intended
to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all
rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as
a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties.
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P. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack
of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege
preclude any other or further exercise of such right, power, or privilege.
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under
§24-106-107, C.R.S., if any, are subject to public release through the CORA.
R. Standard and Manner of Performance
Subrecipient shall perform its obligations under this Agreement in accordance with the highest standards of care, skill
and diligence in Subrecipient's industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations
i. Subrecipient shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement,
at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its
obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and
maintain at all times during the term of their employment, agency or Subcontractor, all license, certifications,
permits and other authorizations required to perform their obligations in relation to this Agreement.
ii. Subrecipient, if a foreign corporation or other foreign entity transacting business in the State of Colorado, shall
obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at its sole expense,
a certificate of authority to transact business in the State of Colorado and designate a registered agent in Colorado
to accept service of process.
T. Federal Provisions
Subrecipient shall comply with all applicable requirements of Exhibits C, D, and E at all times during the term of this
Agreement.
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If this
Agreement is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., then this
Agreement shall not be valid until it has been approved by the State's Chief Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that
purpose being appropriated, budgeted, and otherwise made available.
GOVERNMENTAL IMMUNITY.
C.
Liability for claims for injuries to persons or property arising from the negligence of the State, its departments,
boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the
provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act,
28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq.
C.R.S. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of
any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes.
D. INDEPENDENT CONTRACTOR.
Subrecipient shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Subrecipient nor any agent or employee of Subrecipient shall be deemed to be an agent or employee of the State.
Subrecipient shall not have authorization, express or implied, to bind the State to any agreement, liability or
understanding, except as expressly set forth herein. Subrecipient and its employees and agents are not entitled
to unemployment insurance or workers compensation benefits through the State and the State shall not pay
for or otherwise provide such coverage for Subrecipient or any of its agents or employees. Subrecipient shall
pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to
this Agreement. Subrecipient shall (i) provide and keep in force workers' compensation and unemployment
compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the
State, and (iii) be solely responsible for its acts and those of its employees and agents.
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E. COMPLIANCE WITH LAW.
Subrecipient shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and
enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with
said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed
and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold Subrecipient harmless; requires the
State to agree to binding arbitration; limits Subrecipient's liability for damages resulting from death, bodily injury,
or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in
this Agreement shall be construed as a waiver of any provision of §24-106-109, C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.
Subrecipient hereby certifies and warrants that, during the term of this Agreement and any extensions, Subrecipient
has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the
State determines that Subrecipient is in violation of this provision, the State may exercise any remedy available at
law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement
and any remedy consistent with federal copyright laws or applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Agreement. Subrecipient has no interest and shall not acquire
any interest, direct or indirect, that would conflict in any manner or degree with the performance of Subrecipient's
services and Subrecipient shall not employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may
withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (i) unpaid
child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified
in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher
Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts
owing to the State as a result of final agency determination or judicial action. The State may also recover, at the
State's discretion, payments made to Subrecipient in error for any reason, including, but not limited to, overpayments
or improper payments, and unexpended or excess funds received by Subrecipient by deduction from subsequent
payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements
between the State and Subrecipient, or by any other appropriate method for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or
fund management services, sponsored projects, intergovernmental agreements, or information technology
services or products and services] Subrecipient certifies, warrants, and agrees that it does not knowingly employ or
contract with an illegal alien who will perform work under this Agreement and will confirm the employment
eligibility of all employees who are newly hired for employment in the United States to perform work under this
Agreement, through participation in the E -Verify Program or the State verification program established pursuant to
§8-17.5-102(5)(c), C.R.S., Subrecipient shall not knowingly employ or contract with an illegal alien to perform work
under this Agreement or enter into a contract with a Subcontractor that fails to certify to Subrecipient that the
Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement.
Subrecipient (i) shall not use E -Verify Program or the program procedures of the Colorado Department of Labor and
Employment ("Department Program") to undertake pre -employment screening of job applicants while this
Agreement is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of
higher education within three days if Subrecipient has actual knowledge that a Subcontractor is employing or
contracting with an illegal alien for work under this Agreement, (iii) shall terminate the subcontract if a Subcontractor
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does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (iv) shall
comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5),
C.R.S., by the Colorado Department of Labor and Employment. If Subrecipient participates in the Department
program, Subrecipient shall deliver to the contracting State agency, Institution of Higher Education or political
subdivision, a written, notarized affirmation, affirming that Subrecipient has examined the legal work status of such
employee, and shall comply with all of the other requirements of the Department program. If Subrecipient fails to
comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency,
institution of higher education or political subdivision may terminate this Agreement for breach and, if so terminated,
Subrecipient shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Subrecipient, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury
that Subrecipient (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply
with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of identification required by §24-
76.5-103, C.R.S., prior to the Effective Date of this Agreement.
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EXHIBIT A, STATEMENT OF WORK AND BUDGET
Action Plan
Agency Name: Weld County Public Health Dept
Project Title: Drive Smart Weld County — Young Driver Traffic Safety Program
WBS Element: 24NHTSA402.0302 / SAM UEI: / CFDA:
Description
The DRIVE SMART Weld County - Young Driver Traffic Safety Project will use a multi -faceted approach
to reduce traffic fatalities among young drivers through education and awareness. The young driver
component will educate and motivate high school students about GDL, seatbelt use, distracted driving,
and impaired driving. The parent component will consist of Parent of Teen Driver small groups and
online classes, encouraging parents to initiate parent/teen driving contracts. The law enforcement
component will work with law enforcement officers to increase their knowledge of GDL provisions and
willingness to issue citations.
The grantee shall provide the Work through a grant at the prices and rates specified in this Action Plan.
The budget will be within 10% in Years 2 and 3 as it was planned in Year 1. The planned activities noted
below will be similar in Years 2 and 3.
Grantee Responsibilities:
1) Intensely educating young drivers about GDL and the consequences of unsafe driving practices.
2) Strengthening local law enforcement's knowledge and enforcement of GDL laws.
3) Educating parents about their role in young driver GDL compliance.
4) Focus on the use of coalition and community capacity building.
If applicable, and in accordance with 23 CFR Part 1300 Appendix C, the accepting agency, as a representative of its political
subdivision, requests the benefit of the CDOT Highway Safety Office's coordination of paid media, traffic safety marketing,
and law enforcement liaison assistance to change driver behavior. The CDOT Highway Safety Office coordinates these
activities Statewide to complement the initiatives outlined in your Scope of Work. These efforts include local jurisdictions and
will be coordinated statewide. By signing this contract, the project director signifies their understanding and approves the use
of these activities within their jurisdiction.
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FY24 Budget
Weld County Public Health Dept.
24NHTSA402.0302
Budget (Section 1 of 3)
Budget Summary
Personnel Services Totals: $46,593.96
Hourly Employee Totals: $0.00
Fringe Benefit Costs Totals: $20,659.68
Capital Equipment Totals: $0.00
Subtotal Before Indirect Costs: $69,487.64
Indirect Rate: 19.92%
Indirect Cost Totals: $13,841.94
Budget Total: $83,329.58
Name of Salary
Position Type
Operating Expenses Totals: $1,734.00
Contractual Services Totals: $0.00
Travel Expenses Totals: $500.00
Monthly Number
Salary of Budget Description Total
Amount Months
Health
Education Full -Time $1,096.39 12.00
Specialist II
The Health Education Specialist II will assist the
Program Coordinator with day to day management of
the grant project deliverables. They will coordinate
and implement the work plan activities, monitor grant
expenditures, and contribute to project data collection,
reporting and evaluations.
The Health Education Specialist I will provide clerical
Health support including data entry, copying and printing,
Education Full -Time $1,464.75 12.00 inventory control, supply ordering, meeting
Specialist I coordination, graphic design and website
maintenance.
The Division Director will assist in monitoring,
Division promoting and evaluating the program. Will provide
Director program oversight and approve program
expenditures. Supervises Program Coordinator.
The Program Coordinator will be the primary CDOT
liaison; provide management of the grant project
Full -Time $766.38 12.00 deliverables, supervise project staff, direct work plan
activities, monitor grant expenditures, and be
responsible for project reporting and evaluations.
Health The Health Data Specialist will coordinate program
Data Full -Time $329.78 12.00 evaluation and data analysis for all grant goals and
Specialist objectives.
Program
Coordinator
Full -Time $225.53 12.00
$13,156.68
$17,577.00
$2,706.36
$9,196.56
$3,957.36
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Name of Hourly Pay Time Hours Total Pay per Month (Time Number Budget
Position Type
Employee Rate Rate per Month Rate * Time Hours per Month) of Months Description Total
Total Number
Description Monthly of Total Budget Description
Fringe Months
Costs
Fringe Benefits are 44.34%. Components included are: Medicare -
1.45%; Unemployment 0.09%; Workers' Compensation - 0.08%;
PERA - 14.73%; Life/AD&D Insurance 0.67%; Health Insurance -
15.85%; Insurance (Disability - long / short term) - 0.33%;
Total Number
Description Monthly of Total Budget Description
Fringe Months
Costs
Fringe $1,721.64 12.00 $20,659.68 Accrual -Vacation - 4.61%; Accrual - Sick - 2.3%; Holiday Pay
Benefits 4.23%. Weld County Health Department employees are required
to pay into PERA, there is no option.
Budget (Section 2 of 3)
Operating Monthly Number of
Description Expense Cost/Cost Months/Units Budget Description
Type per Unit
HS Challenge Cost per $96.00
Supplies Unit
1 Year Zoom
Video Cost per $150.00
Conferencing Unit
Plan
$96 per school, for up to 6 schools, for
6.00 materials to support high school challenge
activities (e.g. poster boards, banners, art
supplies).
1 year video membership to conduct virtual
1.00 coalition meetings, Parent of Teen Drivers
classes and GDL education.
Total
$576.00
$150.00
The Cost per Mile cannot exceed the established State of Colorado rate for cost per mile aW.te
Mileage Rate
Monthly Number Cost
Description Miles of per Budget Description
Months Mile
Mileage
Total
2 Project Staff @ 150 miles per month x .56 cents per mile for
150 12.00 $0.56 12 months; travel includes in state travel to high schools, law $1,008.00
enforcement agencies, community safety events and
meetings and other trainings.
Contractor Planned Hours per Month Number of Months Time Rate per Hour Budget Description Total
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Budget (Section 3 of 3)
Description
Annual In -State
Traffic Safety
Conference
Number Travel Cost
of Per Person Budget Description
Persons
Total
$500.00 Mileage, hotel accommodations and meals (per diem) $500.00
to attend one in -state traffic safety conference
Description Number of Units Cost Per Unit Budget Description Total
Description Indirect Rate Budget Description Subtotal Before Indirect Costs Total
Indirect Costs 19.92% CDPHE Negotiated Indirect Cost $69,487.64 $13,841.94
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EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
Insert the Option Number (e.g. "1" for the first
option)
Subrecipient
Original Agreement Number
Insert Subrecipient's Full Legal Name, including "Inc.",
Insert CMS number or Other Contract Number of
"LLC", etc...
the Original Contract
Subaward Agreement Amount
Option Agreement Number
Federal Funds
Insert CMS number or Other Contract Number of
Maximum Amount (%) $0.00
this Option
Local Funds
Agreement Performance Beginning Date
Local Match Amount (%) $0.00
The later of the Effective Date or Month, Day,
year
Agreement Total $0.00
Current Agreement Expiration Date
Month, Day, Year
1. OPTIONS:
A. Option to extend for an Extension Term or End of Term Extension.
B. Option to change the quantity of Goods under the Agreement.
C. Option to change the quantity of Services under the Agreement.
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) 2.B/2.C of the Original Agreement referenced above, the
State hereby exercises its option for an additional term/end of term extension, beginning Insert start date and ending
on the current agreement expiration date shown above, at the rates stated in the Original Agreement, as amended.
B. For use with Options 1(B and C): In accordance with Section(s) Number of the Original Agreement referenced
above, the State hereby exercises its option to Increase/Decrease the quantity of the Goods/Services or both at the
rates stated in the Original Agreement, as amended.
C. For use with Option 1(D): The Agreement Maximum Amount table on the Agreement's Signature and Cover
Page is hereby deleted and replaced with the Current Agreement Maximum Amount table shown above.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By:
Name:
Title: _
Date:
In accordance with §24-30-202, C.R.S., this Option
Letter is not valid until signed and dated below by
the State Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Department of Transportation
Option Letter Effective Date:
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EXHIBIT C, FEDERAL PROVISIONS
1. APPLICABILITY OF PROVISIONS
1.1. The Contract to which these Federal 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 Federal Provisions, the Special Provisions,
the body of the Contract, or any attachments or exhibits incorporated into and made a part of the Contract, the
provisions of these Federal Provisions shall control.
2. DEFINITIONS
2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below.
2.1.1. "Award" means an award of Federal financial assistance, and the Contract setting forth the terms and conditions
of that financial assistance, that a non -Federal Entity receives or administers.
2.1.1.1. Awards may be in the form of:
2.1.1.1.1. Grants;
2.1.1.1.2. Contracts;
2.1.1.1.3. 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);
2.1.1.1.4. Loans;
2.1.1.1.5. Loan Guarantees;
2.1.1.1.6. Subsidies;
2.1.1.1.7. Insurance;
2.1.1.1.8. Food commodities;
2.1.1.1.9. Direct appropriations;
2.1.1.1.10. Assessed and voluntary contributions; and
2.1.2.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non -Federal
Entities.
2.1.1.1.12. Any other items specified by OMB in policy memoranda available at the OMB website or other source
posted by the OMB.
2.1.1.2. Award does not include:
2.1.1.2.1. Technical assistance, which provides services in lieu of money;
2.1.1.2.2. A transfer of title to Federally -owned property provided in lieu of money; even if the award is called a
grant;
2.1.1.2.3. Any award classified for security purposes; or
2.1.1.2.4. 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).
2.1.2. "Contract" means the Agreement or Subaward Agreement to which these Federal Provisions are attached and
includes all Award types in §2.1.1.1 of this Exhibit.
2.1.3. "Contractor" means the party or parties to a Contract or Subaward Agreement funded, in whole or in part, with
Federal financial assistance, other than the Prime Recipient, and includes Subrecipients and borrowers. For
purposes of Transparency Act reporting, Contractor does not include Vendors.
2.1.4. "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://fedgov.dnb.com/webform.
2.1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C;
2.1.5.1. A governmental organization, which is a State, local government, or Indian Tribe;
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2.1.5.2. A foreign public entity;
2.1.5.3. A domestic or foreign non-profit organization;
2.1.5.4. A domestic or foreign for-profit organization; and
2.1.5.5. A Federal agency, but only a Subrecipient under an Award or Sub award to a non -Federal entity.
2.1.6. "Executive" means an officer, managing partner or any other employee in a management position.
2.1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a
Prime Recipient.
2.1.8. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient as described in
2 CFR §200.37
2.1.9. "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."
2.1.10. "Federal Provisions" means these Federal Provisions subject to the Transparency Act and Uniform Guidance,
as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or
institutions of higher education.
2.1.11. "OMB" means the Executive Office of the President, Office of Management and Budget.
2.1.12. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award.
2.1.13. "Subaward" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award.
The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the
Federal Award specifically indicate otherwise in accordance with 2 CFR §200.38. The term does not include
payments to a contractor or payments to an individual that is a beneficiary of a Federal program.
2.1.14. "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 Subrecipient. The term does not include an individual who is a beneficiary
of a federal program.
2.1.15. "Subrecipient Parent DUNS Number" means the sub recipient parent organization's 9 -digit Data Universal
Numbering System (DUNS) number that appears in the sub recipient's System for Award Management (SAM)
profile, if applicable.
2.1.16. "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.
2.1.17. "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:
2.1.17.1. Salary and bonus;
2.1.17.2. 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;
2.1.17.3. 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;
2.1.17.4. Change in present value of defined benefit and actuarial pension plans;
2.1.17.5. Above -market earnings on deferred compensation which is not tax -qualified;
2.1.17.6. 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.
2.1.18. "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.
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2.1.19. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars
A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A-133, and the guidance in Circular A-50 on
Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to
Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically
indicate otherwise.
2.1.20. "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.
3. COMPLIANCE
3.1. Contractor shall comply with all applicable provisions of the Transparency Act, all applicable provisions of the
Uniform Guidance, and the regulations issued pursuant thereto, including but not limited to these Federal Provisions.
Any revisions to such provisions or regulations shall automatically become a part of these Federal 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.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING SYSTEM (DUNS)
REQUIREMENTS
4.1. 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.
4.2. 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.
5. TOTAL COMPENSATION
5.1. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for
the preceding fiscal year if:
5.1.1. The total Federal funding authorized to date under the Award is $25,000 or more; and
5.1.2. In the preceding fiscal year, Contractor received:
5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or
Federal financial assistance Awards or Sub awards subject to the Transparency Act; and
5.1.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or
Federal financial assistance Awards or Sub awards subject to the Transparency Act; and
5.1.3. 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.
6. REPORTING
6.1. Contractor shall report data elements to SAM and to the Prime Recipient as required in this Exhibit 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 Federal Provisions and the cost of producing such reports shall be included
in the Contract price. The reporting requirements in this Exhibit 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.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING
7.1. Reporting requirements in §8 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 $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
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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.
7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26,
2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December
26, 2014.
8. SUBRECIPIENT REPORTING REQUIREMENTS
8.1. If Contractor is a Subrecipient, Contractor shall report as set forth below.
8.1.1. To SAM. 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 Sub award
was made:
8.1.1.1. Subrecipient DUNS Number;
8.1.1.2. Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account;
8.1.1.3. Subrecipient Parent DUNS Number;
8.1.1.4. Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and Congressional District;
8.1.1.5. Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and
8.1.1.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in §4 above
met.
8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the
Agreement, the following data elements:
8.1.2.1. Subrecipient's DUNS Number as registered in SAM.
8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4,
and Congressional District.
9. PROCUREMENT STANDARDS
9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect
applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable Federal
law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326
thereof
9.2. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of
the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in
guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of
recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase
price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded
$10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and
establishing an affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines.
10. ACCESS TO RECORDS
10.1. A Subrecipient shall permit Recipient and auditors to have access to Sub recipient's records and financial statements
as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass -through entities), §§200.300
(Statutory and national policy requirements) through 200.309 (Period of performance), and Subpart F -Audit
Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5).
11. SINGLE AUDIT REQUIREMENTS
11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient's fiscal year, the Subrecipient
shall procure or arrange for a single or program -specific audit conducted for that year in accordance with the
provisions of Subpart F -Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act
Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501.
11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514
(Scope of audit), except when it elects to have a program -specific audit conducted in accordance with §200.507
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(Program -specific audits). The Subrecipient may elect to have a program -specific audit if Subrecipient expends
Federal Awards under only one Federal program (excluding research and development) and the Federal
program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial
statement audit of Prime Recipient. A program -specific audit may not be elected for research and development
unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a
program -specific audit.
11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the
Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503
(Relation to other audit requirements), but records shall be available for review or audit by appropriate officials
of the Federal agency, the State, and the Government Accountability Office.
11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit
required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in
accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including
the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial
statements) and provide the auditor with access to personnel, accounts, books, records, supporting
documentation, and other information as needed for the auditor to perform the audit required by Uniform
Guidance Part F -Audit Requirements.
12. CONTRACT PROVISIONS FOR SUBRECIPIENT CONTRACTS
12.1. If Contractor is a Subrecipient, then it shall comply with and shall include all of the following applicable provisions
in all subcontracts entered into by it pursuant to this Agreement.
12.1.1. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet
the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall include the equal
opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal
Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by
Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and
implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor.
12.1.1.1. During the performance of this contract, the contractor agrees as follows:
12.1.1.1.1. Contractor will not discriminate against any employee or applicant for employment because of race,
color, religion, sex, or national origin. The contractor will take affirmative action to ensure that
applicants are employed, and that employees are treated during employment, without regard to their
race, color, religion, sex, or national origin. Such action shall include, but not be limited to the
following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the contracting officer setting forth the provisions
of this nondiscrimination clause.
12.1.1.1.2.
12.1.1.1.3.
12.1.1.1.4.
12.1.1.1.5.
12.1.1.1.6.
Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the
contractor, state that all qualified applicants will receive consideration for employment without regard
to race, color, religion, sex, or national origin.
Contractor will send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a notice to be provided by the agency
contracting officer, advising the labor union or workers' representative of the contractor's commitments
under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice
in conspicuous places available to employees and applicants for employment.
Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of
the rules, regulations, and relevant orders of the Secretary of Labor.
Contractor will furnish all information and reports required by Executive Order 11246 of September
24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and
will permit access to his books, records, and accounts by the contracting agency and the Secretary of
Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
In the event of Contractor's non-compliance with the nondiscrimination clauses of this contract or with
any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in
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whole or in part and the contractor may be declared ineligible for further Government contracts in
accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such
other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided
by law.
Contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase
order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to
section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding
upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract
or purchase order as maybe directed by the Secretary of Labor as a means of enforcing such provisions
including sanctions for noncompliance: Provided, however, that in the event Contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction,
the contractor may request the United States to enter into such litigation to protect the interests of the
United States."
12.1.2. Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program
legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a
provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by
Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering
Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to
pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less
than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued
by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be
conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected
or reported violations to the Federal awarding agency. The contracts must also include a provision for
compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor
regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in
Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or
Subrecipient must be prohibited from inducing, by any means, any person employed in the construction,
completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise
entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency.
12.1.3. Rights to Inventions Made Under a Contract or Contract. If the Federal Award meets the definition of
"funding Contract" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding Contract," Subrecipient must comply with
the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants, Contracts and Cooperative Contracts," and any implementing
regulations issued by the awarding agency.
12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-
1387), as amended. Contracts and subawards of amounts in excess of $150,000 must contain a provision that
requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended
(33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of
the Environmental Protection Agency (EPA).
12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220)
must not be made to parties listed on the government wide exclusions in the System for Award Management
(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR
part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM
Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as
parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
12.1.6. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding
$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used
Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer
or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31
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U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection
with obtaining any Federal award. Such disclosures are forwarded from tier -to -tier up to the non -Federal award.
13. CERTIFICATIONS
13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and
representations required by Federal statutes or regulations on an annual basis. 2 CFR §200.208. Submission maybe
required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify
in writing to the State at the end of the Award that the project or activity was completed, or the level of effort was
expended. 2 CFR §200.201(3). If the required level of activity or effort was not carried out, the amount of the Award
must be adjusted.
14. EXEMPTIONS
14.1. These Federal 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.
14.2. 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.
14.3. There are no Transparency Act reporting requirements for Vendors.
15. EVENT OF DEFAULT
15.1. Failure to comply with these Federal 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.
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EXHIBIT D, ADDITONAL PROGRAM REQUIREMENTS
Certifications and Assurances
It is hereby understood that this Application and the attachments hereto, when approved and signed by all concerned parties, as
indicated shall constitute an agreement by and between the applicant organization to perform in accordance with the terms of this
Application and attachments, taken as a whole. This agreement is based on CDOT procedures and Federal guidelines found in 2
CFR 1201, 2 CFR Chapter I, Chapter II, XII, Part 200 in order to standardize and simplify federal grants. The signature below
of an authorized representative of the applicant agency certifies and ensures that all the following conditions will be met.
1) Reports — The Contractor shall submit quarterly reports, a final report at the end of the project, and special reports, if any, as
outlined in the Project Agreement. Please read Part 5, Reporting Requirements, following this section.
2) Copyrights, Publications, and Patents — Where activities supported by this project produce original copyright material, the
Contractor may copyright such, but CDOT reserves nonexclusive and irrevocable license to reproduce, publish, and use
such materials and to authorize others to do so. The Contractor may publish, at its own expense, the results of project
activities without prior review by CDOT, provided that any publications (written, visual or sound) contain acknowledgment
of the support provided by the National Highway Traffic Safety Administration (NHTSA) and CDOT. Any discovery or
invention derived from work performed under this project shall be referred to CDOT, who will determine through NHTSA
whether patent protections will be sought, how any rights will be administered, and other action required to protect the
public interest.
3) Termination — This project agreement maybe terminated or fund payments discontinued or reduced by CDOT at any time
upon written notice to the Contractor due to non -availability of funds, failure of the Contractor to accomplish any of the
terms herein, or from any change in the scope or timing of the project.
4) Fiscal Records — Contractor will maintain complete and detailed accounting records of all costs incurred on this project,
including documentation of all purchases of supplies, equipment, and services; travel expenses; payrolls; and time records of
any person employed part-time on this project. Federal, State or CDOT auditors shall have access to any records of the
Contractor. These records shall be retained for three years after the final audit is completed or longer, if necessary, until all
questions are resolved.
5) Funding — The Contractor will utilize funds provided to supplement and not to supplant state and local funds otherwise
available for these purposes. Funds are to be expended only for purposes and activities approved in the project agreement.
Reimbursement will be made periodically by CDOT based on approved requests for reimbursement. If matching funds are
required, the Contractor will expend them from nonfederal sources, which must be spent no later than 30 days following the
completion of the project.
6) Cost Principles and Grant Management — The eligibility of costs incurred, and the management of this project shall be
determined in accordance with 2 CFR Chapter I Chapter II Part 200 and for state and local agencies and educational
institutions, and 2 CFR, Part 230 for nonprofit entities.
7) Obligation Funds — Federal funds may not be obligated prior to the effective date or subsequent to the termination date of
the project period. Requests for reimbursement outstanding at the termination date of the project must be made within 30
days or those funds may not be paid.
8) Changes — The Contractor must obtain prior written approval from CDOT for major project changes, including: changes of
substance in project objectives, evaluation, activities, the project manager, key personnel, project budget or transfer of funds
from one category in the budget to another. The period of performance of the project, however, cannot be changed.
9) Program Income — CDOT safety programs encourage Contractors to earn income to help defray program costs, but there are
federal regulations that must be followed. Program income is defined as gross income received by the State and/or
Contractor directly generated by a grant supported activity, or earned only as a result of the grant agreement during the grant
period. Income earned by the Contractor with respect to the conduct of the project (sale of publications, registration fees,
service charges, donations for child safety seats, etc.) must be accounted and income applied to project purposes, used to
reduce project costs, or be used to meet cost agency matching requirements. The Contractor is responsible for reporting all
program income according to federal and state requirements.
10) Purchases — Purchase of equipment or services must comply with state or local regulations. After the end of the project
period, equipment should continue to be utilized for traffic safety purposes and cannot be disposed of without written
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approval of CDOT. The Contractor shall make and maintain an inventory of equipment to include descriptions, serial
numbers, locations, costs or other identifying information, and submit a copy to CDOT.
11) Third Party Participants — No contracts or agreements may be entered into by the Contractor related to this project which are
not incorporated into the project agreement and approved in advance by CDOT. The Contractor will retain ultimate control
and responsibility for the project. CDOT shall be provided with a copy of all contracts and agreements entered into by
Contractors. Any contract or agreement must allow for the greatest competition practicable and evidence of such
competition or justification for a negotiated contract or agreement shall be provided to CDOT.
12) Participation by Disadvantaged Business Enterprises — The contractor agrees to take all necessary and reasonable steps in
accordance with Title 49, CFR, Subtitle A, Part 26 to ensure that minority business enterprises have the maximum
opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of
race, color, national origin, or sex in the award and performance of any subcontracts financed in whole or in part with
federal funds.
13) Non -Discrimination — In the performance of this agreement the Contractor, by its signature below, certifies and assures that
it shall comply with all Federal statutes and implementing regulations relating to nondiscrimination. (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 national origin (and 49 CFR Part 21); (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C.
§§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act
of 1973, as amended (29 U.S.C. §794) and the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq.; PL 101-
336), which prohibits discrimination on the basis of disabilities (and 49 CFR Part 27); (d) the Age Discrimination Act of
1975, as amended (42U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office
and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the
comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(P.L. 91-616), as
amended, relating to nondiscrimination on the basis of alcohol abuse of alcoholism; (g) §§ 523 and 527 of the Public Health
Service Act of 1912 (42 U.S.C. §§ 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse
patient records; (h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; (i) any other nondiscrimination provisions in the specific
statute(s) under which application for Federal assistance is being made; The Civil Rights Restoration Act of 1987, which
provides that any portion of a state or local entity receiving federal funds will obligate all programs or activities of that
entity to comply with these civil rights laws; and, (k) the requirements of any other nondiscrimination statute(s) which may
apply to the application. The Contractor shall not discriminate on the basis of race, color, national origin, sex, religion, age,
creed, Vietnam Era and Disabled Veterans status or sensory, mental or physical handicap in the provision of any terms and
conditions of employment or the provision of service or benefits otherwise afforded and will take the affirmative action
necessary to accomplish the objects of the above referenced laws.
14) Political Activities — In accordance with the provisions of the Hatch Act (5 U.S.C. §§1501-1508 and 7324-7328) no funds,
materials, equipment, or services provided in this project agreement shall be used for any partisan political activity or to
further the election or defeat of any candidate for public office or to pay any person to influence or attempt to influence an
officer or employee of congress, or an employee of a member of congress, an officer or employee of congress in connection
with the awarding of any federal loan or the entering in of any cooperative agreements.
15) Single Audit —All Non -Federal entities that expend $750,000 or more of Federal awards in a year are required to obtain an
annual audit in accordance with the Single Audit Act Amendments of 1996, 2 CFR 200 Chapter I, Chapter II - Sub Part F,
the OMB Circular Compliance Supplement and Government Auditing Standards. A single audit is intended to provide a
cost-effective audit for non -Federal entities in that one audit is conducted in lieu of multiple audits of individual programs.
Nonfederal entities include States, Local Governments, and Non -Profit Organizations. The term non-profit organization
includes non-profit institutions of higher education and hospitals.
16) Safety Belt Policy — No funds, materials, property, or services will be provided to any political subdivision that does not
have a current and actively enforced policy requiring the use of seat belts.
17) Drug Free Workplace — In accordance with the Anti -Drug Act of 1988 (41 USC 702-707) and Drug -Free Workplace (42
USC 12644), CDOT has the responsibility to ensure that unlawful manufacture, distribution, dispensing, possession or use
of a controlled substance by any employees, grantees, and/or sub -grantee of the Contractor and/or any such activity is
prohibited in the Contractor's workplace.
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18) Colorado Standard Field Sobriety Testing — All law enforcement officers who are performing impaired driving enforcement
activities with funding from CDOT must be in compliance with the current Colorado Standards for Field Sobriety Testing
Standards.
19) Debarment and Suspension - The applicant certifies, by signature below, that neither it nor its principals are presently
debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any federal department or agency.
20) Restriction on State Lobbying - None of the funds under this program shall be used for any activity specifically designed to
urge or influence a state or local legislator to favor or oppose the adoption of any specific legislative proposal pending
before any state or local legislative body. Such activities include both direct and indirect e.g., "grassroots" lobbying
activities, with one exception. This does not preclude a State official whose salary is supported with NHTSA funds from
engaging in direct communications with state or local legislative officials, in accordance with customary state practice, even
if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal.
21) Certification Regarding Federal Lobbying - The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making
of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or
attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its
instructions.
3. The undersigned shall require that the language of this certification be included in the award documents for all sub -award
at all tiers (including subcontracts, subgrants, and contracts under grant, loans, and cooperative agreements) and that all
subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which
reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such
failure.
22) Federal Funding Accountability and Transparency Act — The State is required to report for each sub -grant awarded as shown
below. Contractor agrees to provide the information below upon request for reporting purposes.
• Name of the entity receiving the award;
• Amount of the award;
• Information on the award including transaction type, funding agency, the North American Industry Classification System
code or Catalog of Federal Domestic Assistance number (where applicable), program source;
• Location of the entity receiving the award and the primary location of performance under the award, including the city,
State, congressional district, and country; and an award title descriptive of the purpose of each funding action;
• A unique identifier (DUNS);
• The names and total compensation of the five most highly compensated officers of the entity if-- of the entity receiving the
award and of the parent entity of the recipient, should the entity be owned by another entity;
(i) the entity in the preceding fiscal year received -
(I) 80 percent or more of its annual gross revenues in Federal awards; and
(II) $25,000,000 or more in annual gross revenues from Federal awards; and
(ii) the public does not have access to information about the compensation of the senior executives of the entity 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
section 6104 of the Internal Revenue Code of 1986;
23) System For Award Management (SAM) and Universal Identifier Requirements — Requires that the contractor be registered
in the SAM.Gov prior to submitting an application or plan; and maintain an active SAM registration with current
information at all times during which it has an active Federal award or an application or plan under consideration by an
agency.
Page 33 of 35 Version 10/30/19
DocuSign Envelope ID: 83420E96-5DD3-4867-844A-2EDD72AA6D55
Contract Number: 24-HTS-ZL-00226/491003291
24) Buy American Act - Citation: Public Law 112-141/MAP-21 requires that states comply with the Buy America Act. The
undersigned certifies, to the best of his or her knowledge and belief, that: No federal highway grant funds under 23 U.S.C.
Chapter 4 will be used to purchase products, unless they are produced in the United States. This prohibition applies to steel,
iron, and all manufactured products, unless the Secretary of Transportation has determined that it is appropriate to waive the
Buy America Act requirement. There is a threshold of single purchase costing less than $5,000 that is exempt from the need
fora waiver.
The Secretary of Transportation may waive the Buy America Act requirement if: 1) the requirements would be inconsistent
with the Public Interest 2) the products are not produced in the United States in sufficient and reasonably available
quantities and of satisfactory quality and 3) use of the products produced in the United States would increase the overall cost
of the project by more than 25 percent.
Page 34 of 35 Version 10/30/19
DocuSign Envelope ID: 83420E06-5DD3-4B67-844A-2EDD72AA6D55
Contract Number: 24-HTS-ZL-00226/491003291
Reporting Frequency: The Office of Transportation Safety HSO requires three types of reports in conjunction with highway
safety projects:
1. Quarterly reports during the life of a project;
2. A final report at the conclusion of a project. This is to include training and consultant reports, if applicable;
3. Annual Report Template (to be provided by CDOT)
These reports keep the HSO informed of a project's progress, explain any difficulties encountered, provide a background of
information that can be passed on to others, suggest ways in which CDOT can assist with the project and aid in distribution of
funds.
Quarterly Reports: These are to be submitted quarterly and are due within twenty (20) calendar days after the end of the
reporting calendar quarter as follows:
First Quarter:
Second Quarter:
Third Quarter:
1 October — 31 December
1 January — 31 March
1 April — 30 June
Report due January 20
Report due April 20
Report due July 20
If there is no activity during the reporting period, submit a report indicating so. Any original or innovative ideas or methods
employed in your project should be incorporated into your reports.
Fourth and Final Report: The fourth quarter and final report can be combined. These are to be submitted within 45 days of
contract completion, which is no later than November 15. Final reports are to be detailed and must describe whether the project
objectives were accomplished, if technical and fiscal problems were encountered, and what improvements in traffic safety have
resulted or probably will result. Included in final reports will be copies of publications, training reports and any statistical data
generated in project execution. These final reports should discuss the following:
1. Accomplishments compared to the original project objectives;
2. Were all activities of the project completed as scheduled? Include dates and milestones when studies were completed;
equipment acquired, installed and operated;
3. Any unanticipated proceedings that affected the project;
4. Funding and costs for completion of the project in relationship to original estimates; and
5. Third party performance if applicable. A copy of any consultant reports should be included with the final report.
Annual Report Template: An Annual Report template will be provided to the contractor in late October. The
contractor is responsible for providing the requested information and submitting back to HSO. The templates are
then used to form the basis of the OTS's HSO Annual Report.
Page 35 of 35 Version 10/30/19
trctF
Entity Information
Entity Name
COLORADO DEPARTMENT OF
TRANSPORTATION
Entity ID*
@00003413
Contract Name
CDOT TRAFFIC SAFETY CONTRACT FY23-24
Contract Status
CTB REVIEW
New Entity?
Contract ID
7364
Contract Lead *
KJAKUS-HOTCHKISS
Contract Lead Email
kjakus-
hotchkiss@weldgov.com
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description *
CDOT DRIVE SMART WELD COUNTY - YOUNG DRIVER TRAFFIC SAFETY PROJECT CONTRACT FY23-24
Contract Description 2
24-HTS-ZL-00226/491003291 ; PREVIOUS 22-HTS-ZL-00368-M0002 /491 002681
Contract Type *
CONTRACT
Amount*
$83,329.58
Renewable
NO
Automatic Renewal
NO
Grant
YES
IGA
NO
Department
HEALTH
Department Email
CM-Health@weldgov.com
Department Head Email
CM-Health-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
DGOV.COM
Grant Deadline Date
Requested BOCC Agenda Due Date
Date* 09/09/2023
09/13/2023
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
NO
If this is a renewal enter previous Contract ID
6362
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
10/01/2023
Review Date*
07/31/2024
Termination Notice Period Committed Delivery Date
Contact Information
Contact Info
Renewal Date
Expiration Date*
09/30/2024
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head
ESTHER GESICK
DH Approved Date
09/25/2023
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
09/27/2023
Finance Approver
CHERYL PATTELLI
Legal Counsel
KARIN MCDOUGAL
Finance Approved Date Legal Counsel Approved Date
09/25/2023 09/26/2023
Tyler Ref #
AG 092723
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