HomeMy WebLinkAbout20210395.tiffRESOLUTION
RE: APPROVE LETTER OF ACCEPTANCE AND STATEMENT OF WORK FOR 2020-2021
HAZARDOUS MATERIALS EMERGENCY PREPAREDNESS (HMEP) GRANT AND
AUTHORIZE CHAIR TO SIGN
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 Letter of Acceptance and Statement of
Work for the 2020-2021 Hazardous Materials Emergency Preparedness (HMEP) Grant between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the Office of Emergency Management, and the Colorado Department
of Public Safety, Division of Homeland Security and Emergency Management, commencing
September 30, 2020, and ending September 30, 2021, with further terms and conditions being as
stated in said letter of acceptance and statement of work, and
WHEREAS, after review, the Board deems it advisable to approve said letter of
acceptance and statement of work, copies of which are attached hereto and incorporated herein
by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Letter of Acceptance and Statement of Work for the 2020-2021
Hazardous Materials Emergency Preparedness (HMEP) Grant between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf
of the Office of Emergency Management, and the Colorado Department of Public Safety, Division
of Homeland Security and Emergency Management, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said letter of acceptance and statement of work.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 8th day of February, A.D., 2021, nunc pro tunc September 30, 2020.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: eoled.A) �, u ;4.
Weld County Clerk to the Board
BY:
Deputy Clerk to the Boar
APPRO ED AS T
County At •rney
Date of signature: 02/12/21
CC : AGT(EcktAOEM(RR)
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Stev�Moreno, air
Lori Saine
2021-0395
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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: 2020-2021 HMEP Grant Acceptance Letter
DEPARTMENT: Emergency Management (OEM) DATE: January 26, 2021
PERSON REQUESTING: Roy Rudisill
Brief description of the problem/issue:
Commissioners, attached to this memo are the award letter, statement of work and letter of acceptance for the
Hazardous Materials Emergency Planning Grant. We completed the grant application and the BOCC approved
and signed the application on Jan 20, 2020. This grant helps to support the OEM office in the areas of;
personnel, training and exercises and planning. The total Federal award is 111,729.00, with a required match on
28,125.00 which has been included in the OEM budget. The total Grant is 139,854.00
I'm requesting authorization to add this to the BOCC agenda for approval. This will allow us to submit our
reimbursement requests and receive the funding from the state.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Approve request and add to the board's agenda
Decline the grant, however, this will affect the OEM budget and the loss of 111,729.00 in support funding. This
may also affect our ability to apply for future grant funding.
Recommendation:
Approve request to add documents to the BOCC agenda.
Approve Schedule
Recommendation Work Session Other/Comments:
Perry L. Buck
Mike Freeman
Scott K. James, Pro-Tem
Steve Moreno, Chair
Lori Saine
2021-0395
oa/o8
EA001�
Karla Ford
From:
Sent:
To:
Subject:
Approve
Mike Freeman
Wednesday, January 27, 2021 11:24 AM
Karla Ford
Re: Please Reply - 2021 Pass Around 2020-2021 HMEP Acceptance letter
Sent from my iPhone
On Jan 27, 2021, at 12:34 PM, Karla Ford <kford@weldgov.com>wrote:
Please advise if you approve recommendation. Thank you
Karla Ford A
Office Manager, Board of weld County Commissioners
1150 0 Street, P.O. Box 758, Greeley, Colorado 80632
:: 970.336-7204 :: kford@weldgov.com :: www.weldgov.com
**Please note my working hours are Monday -Thursday 7:00a.m.-5e00p.rn.**
<image002. jpg>
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to
which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received
this communication in error, please immediately notify sender by return e-mail and destroy the communication, Any disclosure, copying,
distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named
recipient is strictly prohibited.
From: Roy Rudisill <rrudisill@weldgov.com>
Sent: Tuesday, January 26, 2021 10:06 AM
To: Karla Ford <kford@weldgov.com>
Cc: Scott Jaynes <sjames@weldgov.com>
Subject: 2021 Pass Around 20202021 HMEP Acceptance letter
Karla, attached is a pass around memo for the BOCC related to our 2020-2021 Hazardous Materials
Emergency Planning Grant.
Please let me know if you have any questions.
Roy Rudisil/ Director
Office of Emergency Alanagetnent
115O O Seto Greeley, Co
9W -381-O417 A/labiie
97O -3O4 -6.54O Office
<image001.jpg>
1
COLORADO
Division of Homeland Security
b Emergency Management
Department of Public Safety
Roy Rudisill
Weld County LEPC / OEM
1150 O Street
PO Box 758
Greeley, CO 80632
November 5, 2020
Encumbrance # 21 HMP21 WELD
Re: 2020-21 Hazardous Materials Emergency Preparedness Grant Award Letter
Dear Mr. Rudisill,
The Colorado Division of Homeland Security Ft Emergency Management (DHSEM) is pleased to inform you
that your application for funding pursuant to the Hazardous Materials Emergency Preparedness (HMEP)
Grant Program is approved in the amount of $111,729.00 (funding source: Federal Funds). Project
funding award is based on the project description provided in the application and outlined in the
following table:
Category
Federal Share
(BO%)
Non -Federal
Share (20% min)
Total Budget
(100%)
Salaries
$ 57,642.00
$ 14,910.00
$ 72,552.00
Fringe Benefits
$ 47,962.00
$ 11,990.00
$ 59,952.00
Travel
$ 5,000.00
$ 1,000.00
$ 6,000.00
Supplies
$ 1,125.00
$ 225.00
$ 1,350.00
TOTAL GRANT AWARD
$ 111,729.00
$ 28,125.00
$ 139,854.00
DHSEM will issue your grant award as a Small Dollar Grant Agreement (SDGA). The issuance of a SDGA
functions like a `purchase order' for requests for reimbursements (RFRs) in the State financial system,
and does not require original signatures on a formal agreement from your approving authorities, as done
in the past, in order to reduce unnecessary delays in processing formalized agreement documents and
your awarded projects.
To issue the SDGA, DHSEM must receive the following up-to-date forms (included with this letter)
submitted electronically to both Jerry Maestas and Charina Velasquez at: Jerry.Maestas@state.co.us
and Charina.Velasquez@state.co.us
1. W-9
2. EFT form
3. Letter of Acceptance signed by Authorized Signatory (See attached)
COLORADO
Department of Public Safety
700 Kipling Street, Lakewood, CO 80215 I www.colorado.$ov/publicsafety
Jared Polis, Governor I Stan Hilkey, Executive Director
After receiving the above mentioned required forms, DHSEM will issue the SDGA in our financial system
based on the Scope of Work (SOW) and terms and conditions for your grant award attached with this
award letter.
The period of performance for the 2020-21 HMEP SDGA is from September 30, 2020 to September 30,
2021. All requests for reimbursements must cover work completed, or expenditures claimed, within this
period of performance. Quarterly RFR and Progress Report submissions are a requirement of this award.
For questions regarding your SDGA or the 2020-21 HMEP Grant Program, please contact Jerry Maestas at
Jerrv.Maestas@state.co.us or (303) 565-0049, or Charina Velasquez at
CharinaSelasauez@state.co.us or (303) 552-6147.
Please feet free to contact me at (303) 239-4183 or Larisa.Cannon@state.co.us if you have further
questions regarding the agreement process.
Sincerely,
Larisa Cannon
Grants Et Contracts Manager
Colorado Department of Public Safety
Division of Homeland Security and Emergency Management
CC: File
Jerry Maestas, DHSEM Grants Specialist
Charina Velasquez, DHSEM Grants Specialist
a %JO
COLORADO
Department of Public Safety
700 Kipling Street, Lakewood, CO 80215 I www.colorado.Rov/publicsafety
Jared Polls, Governor I Stan Hilkey, Executive Director
3
COLORADO}
Division of Homeland Security
Et Emergency Management
Department of Public; Safety
Office of Grants Management
8000 S. Chester Street, Suite 575
Centennial, CO 80112
Letter of Acceptance
November 5, 2O2O
21HMP21WELD
Weld County LEPC - Hazardous Materials Emergency Preparedness (HMEP) 2O2O-21
This letter serves as notification and acceptance of the Small Dollar Grant Agreement (SDGA) for the
Hazardous Materials Emergency Preparedness (HMEP) 2020-21 in the amount of $111,729.00 issued by
the Colorado Department of Public Safety, Division of Homeland Security and Emergency Management
(CDPS/DHSEM).
By signing below, the agency, in accordance with acceptance, acknowledges the receipt, review and
concurrence of the provided terms and conditions, scope of work, and any additional requirements
identified. Additionally, the following required documents are provided for issuance of the award
through the State financial system and accompany this letter of acceptance:
1. Current Request for Taxpayer Identification Number and Certification (W-9) form
2.. Current Electronic Funds Transfer (El- _ I) form
By signing and returning this letter, the undersigned holds authority to enter into, and understands and accepts all
the terms and conditions outlined for the Small Dollar Grant Agreement referenced above.
8y (Printed Name):
Steve Moreno
Title: Chair, Board of Weld County Commissioners
*Signature
COLORADO
Department of Public Safety
Date:
FEo 8 202
.J
700 Kipling Street, Lakewood, CO 80215 www.cotorada.gov/publicsafety
Jared Polls, Governor I Stan Hilkey, Executive Director
azeb.214--63q
STATEMENT OF WORK
State Agency
Department of Public Safety
Grant Maximum Amount
$111,729.00
Grantee
Board of County Commissioners of Weld County
Grant Issuance Date
September 30, 2020
Small Dollar Grant Agreement Number:
Encumbrance #: 21HMP21 WELD
Subrecipient DUNS#: 075727955
Federal Award Identification # (FAIN): HM-HMP-19-001
Total Award of Federal Award: $904.816,00
Federal Award Date July 27, 2020
Name of Federal Awarding Agency USDOT / PHMSA
CFDA 20.703 Hazardous Materials Emergency Preparedness Grant
Identification if the Award is for R&D: No
Grant Expiration Date
September 30, 2021
Fund Expenditure End Date
September 30, 2021
Grant Authority
Federal Authority through CFDA 20.703, under 49 U.S.C. §
5116 and is governed by program regulations in 49 Code of
Federal Regulations (CFR) part 110 and Federal grants
administration regulations at 2 CFR part 200. Fixing America's
Surface Transportation (FAST) Act (signed 12/04/2015) into
law (Public Law No: 114-94) reauthorized the HMEP Grant
Program through Fiscal Year (FY) 2020.
State Authority to enter this grant exists in CRS §24-1-128.6
1. GENERAL DESCRIPTION OF THE PROJECT(S).
1.1 Project Description. Increase State, Territorial, Tribal, and local effectiveness in safely and efficiently
handling hazardous materials incidents, enhance implementation of the Emergency Planning and
Community Right -to -Know Act of 1986 (EPCRA), and encourage a comprehensive approach to
emergency training and planning by incorporating the unique challenges of responses to transportation
situations. Weld County Local Emergency Planning Committee (LEPC) will carry -out and work
diligently to execute and complete the project activities as specified and outlined in their approved 2020-
21 HMEP Grant Application.
1.2 Project Expenses. Project expenses include the costs to execute and complete the project activities as
described in §1.1 of this Statement of Work (SOW). All eligible expenses are listed in the budget table in
Exhibit B.
1.3 Non -Federal Match: This non-federal match section applies to this Agreement. Federal grant funds
supporting this Agreement requires a non-federal match contribution of 20% of the Total Grant Budget.
Documentation of expenditures for the non-federal match contribution is required with each drawdown
request. If applicable the match may include in -kind match.
2. DELIVERABLES:
2.1 Grantee shall submit narrative and financial reports describing project progress and accomplishments, any
delays in meeting the objectives and expenditures to date as described in §3 of this SOW.
3. REPORTING REQUIREMENTS:
3.1 Quarterly Financial Status and Progress Reports. The project(s) approved in this Grant are to be
completed on or before the termination date stated on the Award Letter. Grantee shall submit quarterly
financial status and programmatic progress reports for each project identified in this agreement using the
forms provided by the Colorado Division of Homeland Security and Emergency Management (DSHEM)
throughout the life of the grant. One copy of each required report with original or electronic signatures
shall be submitted in accordance with the schedule below (The order of the reporting period quarters
HMEP 2020-21
F,nctunbrance # 21 IIMP21 WEI,D
Page 1 01'4 Statement of Work
STATEMENT OF WORK (CONT.)
below are irrelevant to the grant. If the grant is open during the "report period" reports for that period
are due on the dales listed. If the grant is for more than one year, reports are due for every quarter that
the grant remains open):
Report Period
Due Date
January —March
April 15
April -June
July 15
July — September
October 15
October -- December
January 15
3.2 Final Reports: Grantee shall submit final financial status and progress reports that provide final financial
reconciliation and final cumulative grant/project accomplishments within 45 days of the end of the
project/grant period. The final report may not include unliquidated obligations and must indicate the exact
balance of unobligated funds. The final reports may substitute for the quarterly reports for the final quarter
of the grant period. If all projects are completed before the end of the grant period, the final report may
be submitted at any time before its final due date. Further reports are not due after the DHSEM has
received, and sent notice of acceptance of the final grant report.
4. TESTING AND ACCEPTANCE CRITERIA:
The DHSEM shall evaluate this Project(s) through the review of Grantee submitted financial and progress
reports. The DHSEM may also conduct on -site monitoring to determine whether the Grantee is meeting/has
met the performance goals, administrative standards, financial management and other requirements of this
grant. The DHSEM will notify Grantee in advance of such on -site monitoring.
5. PAYMENT:
5.1 Payment Schedule: Grantee shall submit requests for reimbursement using the DHSEM's provided form
at least quarterly. One original or electronically signed/submitted copy of the reimbursement request is
due on the same dates as the required financial reports. All requests shall be for eligible actual expenses
incurred by Grantee, as described in detail in the budget table(s) of this Exhibit. Requests shall be
accompanied by supporting documentation totaling at least the amount requested for reimbursement and
any required non-federal match contribution. If any financial or progress reports are delinquent at the time
of a payment request, the DHSEM may withhold such reimbursement until the required reports have been
submitted.
5.2 Payment Amount: If non-federal match is required, such match shall be documented with every payment
request. Excess match documented and submitted with one reimbursement request shall be applied to
subsequent requests as necessary to maximize the allowable reimbursement.
5.3 Remittance Address. If mailed, payments shall be sent to the representative identified below:
Barb Connolly, Controller & Purchasing Director
1150 O Street, PO Box 758
Greeley, CO 80632
6. PRINCIPAL REPRESENTATIVES:
For the State:
Larisa Cannon, Grants & Contracts Manager
Department of Public Safety,
Division of Homeland Security & Emergency Management
8000 S. Chester Street, Suite 575
Centennial, CO 80112
Larisa.Cannongstate.co.us
HMEP 2020-21
Encumbrance # 21 HMP21 W ELD
For Grantee:
Roy Rudisill, Director
Weld County LEPC / OEM
1150 0 Street, PO Box 758
Greeley, CO 80632
RRudisill@weldgov.com
Page 2 of 4 Statement of Work
STATEMENT OF WORK (CONT.)
7. ADMINISTRATIVE REQUIREMENTS
Required Documentation: Grantees shall retain all procurement and payment documentation on site for
inspection. This shall include, but not be limited to, purchase orders, receiving documents, invoices, vouchers,
equipment/services identification, and time and effort reports.
7.1 Sufficient detail shall be provided with reimbursement requests to demonstrate that expenses are
allowable and appropriate as detailed below:
7.1.1 Equipment or tangible goods. When requesting reimbursement for equipment items with a
purchase price of or exceeding $10,000, and a useful life of more than one year, the Grantee
shall provide a unique identifying number for the equipment, with a copy of the Grantee's
invoice and proof of payment. The unique identifying number can be the manufacturer's serial
number or, if the Grantee has its own existing inventory numbering system, that number may be
used. The location of the equipment shall also be provided. In addition to ongoing tracking
requirements, Grantee shall ensure that equipment items with per unit cost of $10,000 or more
are prominently marked in a manner similar to the following: Purchased with funds provided by
the U.S. Department of Homeland Security.
7.1.2 Services. Grantees shall include contract/purchase order number(s) or employee names, the
date(s) the services were provided and the nature of the services.
7.2 Procurement: A Grantee shall ensure its procurement policies meet or exceed local, state, and federal
requirements. Grantees should refer to local, state, and federal guidance prior to making decisions
regarding competitive bids, sole source or other procurement issues. In addition:
7.2.1 Any sole source transaction in excess of $250,000 shall be approved in advance by the DHSEM.
7.2.2 Grantees shall ensure that: (a) All procurement transactions, whether negotiated or competitively
bid, and without regard to dollar value, are conducted in a manner that provides maximum open
and free competition; (b) Grantee shall be alert to organizational conflicts of interest and/or non-
competitive practices among contractors that may restrict or eliminate competition or otherwise
restrain trade; (c) Contractors who develop or draft specifications, requirements, statements of
work, and/or Requests for Proposals (RFPs) for a proposed procurement shall be excluded from
bidding or submitting a proposal to compete for the award of such procurement; and (d) Any
request for exemption of item a -c within this subsection shall be submitted in writing to, and be
approved by the authorized Grantee official.
7.2.3 Grantee shall verify that the Contractor is not debarred from participation in state and federal
programs. Sub -grantees should review contractor debarment information on
http://www.sam.gov.
7.2.4 When issuing requests for proposals, bid solicitations, and other published documents describing
projects or programs funded in whole or in part with these grant funds, Grantee and Subgrantees
shall use the phrase
"This project was supported by grant #21HMP21 WELD, issued by the Colorado
Division of Homeland .Security and Emergency Management."
7.2.5 Grantee shall verify that all purchases are listed in §1 or §7 of this SOW. Equipment purchases,
if any, shall be for items listed in the Approved Equipment List (A.E.L) at
hops.//www.fema.gov/authorized-equipment-list. Additionally, funds used to support
emergency communications activities should comply with the FY 2019 SAFECOM Guidance
for Emergency Communication Grants, at
https://www.91 Leov/pdf/OEC SAFECOM Guidance Emergency Communications Grants
FY 2019.pdf
HMEP 2020-21
Encumbrance # 2 1 HMP21 WEI,D
Page 3 of 4 Statement of Work
STATEMENT OF WORK (CONT.)
7.2.6 Grantee shall ensure that no rights or duties exercised under this grant, or equipment purchased
with Grant Funds having a purchase value of $10,000 or more, are assigned without the prior
written consent of the DHSEM.
7.2.7 Grantee shall ensure that all funds are needed to supplement and not to supplant the Grantee's
own funds.
7.3 Additional Administrative Requirements:
7.3.1 The Grantee must request approval in advance for any change to this Grant Agreement, using
the forms and procedures established by the DHSEM.
7.3.2 All applicant agencies that will or have purchased shareable resources with grant funds provided
through DHSEM, must agree to participate in the State Emergency Management Resource
program through the Colorado Resource Rate Form (CRRF) and update their availability status
as requested.
7.3.3 All funding related to exercises must be managed and executed in accordance with the Homeland
Security Exercise and Evaluation Program (HSEEP) and must be National Incident Management
System (NIMS) compliant. Regardless of exercise type or scope, After Action
Reports/Improvement Plans are due to the State Training and Exercise Program Manager within
45 days of the exercise.
8. BUDGET AGREEMENT AMOUNT TABLE:
Categories
Federal Share
80%
Local Share
20% min
TOTAL Project
Salaries
$ 57,642.00
$ 14,910.00
$ 72,552.00
Fringe Benefits
$ 47,962.00
$ 11,990.00
$ 59,952.00
Travel
$ 5,000.00
$ 1,000.00
$ 6,000.00
Supplies
$ 1,125.00
$ 225.00
$ 1,350.00
TOTAL BUDGET
$ 111,729.00
$ 28,125.00
$ 139,854.00
TOTAL FEDERAL AWARD AMOUNT
$ 111,729.00
HMEP 2020-21
Encumbrance # 21 HMP21 WELD
Page 4 of 4 Statement of Work
EXHIBIT D, FEDERAL PROVISIONS
1. APPLICABILITY OF PROVISIONS.
1.1. The Grant Award Letter 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 agreement or any attachments or exhibits
incorporated into and made apart of the agreement, 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. "Agreement" means the Grant Award Letter to which these Federal Provisions are attached
and includes all Award types in §2.1.2.1 of this Exhibit.
2.1.2. "Award" means an award of Federal financial assistance, and the agreement setting forth
the terms and conditions of that financial assistance, that a non -Federal Entity receives or
administers.
2.1.2.1. Awards may be in the form of:
2.1.2.1.1. Grants;
2.1.2.1.2. Contracts;
2.1.2.1.3. 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);
2.1.2.1.4. Loans;
2.1.2.1.5. Loan Guarantees;
2.1.2.1.6. Subsidies;
2.1.2.1.7. Insurance;
2.1.2.1.8. Food commodities;
2.1.2.1.9. Direct appropriations;
2.1.2.1.10. 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.
2.1.2.1.12. Any other items specified by OMB in policy memoranda available at the
OMB website or other source posted by the OMB.
2.1.2.2. Award does not include:
2.1.2.2.1. Technical assistance, which provides services in lieu of money;
2.1.2.2.2. A transfer of title to Federally -owned property provided in lieu of money;
even if the award is called a grant;
2.1.2.2.3. Any award classified for security purposes; or
2.1.2.2.4. 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 1H-5).
2.1.3. "Contractor" means the party or parties to an Agreement funded, in whole or in part, with
Page 1 of 8 Exhibit D
Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees,
Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does
not include Vendors.
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;
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 Subaward 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. "OMB" means the Executive Office of the President, Office of Management and Budget.
2.1.11. "Prime Recipient" means a Colorado State agency or institution of higher education that
receives an Award.
2.1.12. "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.
2.1.13. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or
Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient to
support the performance of the Federal project or program for which the Federal funds were
awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the
Prime Recipient, including program compliance requirements. The term "Subrecipient"
includes and may be referred to as Subgrantee. The term does not include an individual who
is a beneficiary of a federal program.
2.1.14. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -digit
Data Universal Numbering System (DUNS) number that appears in the subrecipient's System
for Award Management (SAM) profile, if applicable.
2.1.15. "Federal Provisions" means these Federal Provisions for Federally Funded Contracts,
Grants, and Purchase Orders 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.
Page 2 of 8 Exhibit D
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.
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 terns 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.
Page 3 of 8 Exhibit D
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 Subawards 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 Subawards 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 Agreement 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 Agreement and shall become part of Contractor's obligations
under this Agreement.
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 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 Subaward 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;
Page 4 of 8 Exhibit D
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 Subrecipient'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 (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
Page 5 of 8 Exhibit D
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(6), 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. 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.
12.1.1.1.3. 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 contractors 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.
12.1.1.1.4. Contractor will comply with all provisions of Executive Order 11246 of
Page 6 of 8 Exhibit D
September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary
of Labor.
12.1.1.1.5. 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.
12.1.1.1.6. 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 whole or in part and the contractor may
be declared ineligible for further Govenunent 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.
12.1.1.1.7. 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 may be 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 Agreement. If the Federal Award
meets the definition of "funding agreement" 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 agreement," Subrecipient must comply with the requirements of 37
CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business
Page 7 of 8 Exhibit D
Firms Under Government Grants, Contracts and Cooperative Agreements," 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 subgrants of amounts in excess of
$1,50,000 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 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal ftmds 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 may be 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 Agreement and the State of Colorado may terminate the Agreement 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 Agreement, at law or in equity.
Page 8 of 8 Exhibit D
State of Colorado Small Dollar Grant Award Terms and Conditions
1. Offer/Acceptance. This Small Dollar Grant Award, together with these terms and conditions (including, if applicable, Addendum 1: Additional Terms
and Conditions for Information Technology below), and any other attachments, exhibits, specifications, or appendices, whether attached or incorporated
by reference (collectively the "Agreement") shall represent the entire and exdusive agreement between the State of Colorado, by and through the agency
identified on the face of the Small Dollar Grant Award ("State") and the Subrecipient identified on the face of the Small Dollar Grant Award ("Grantee"). If
this Agreement refers to Grantee's bid or proposal, this Agreement is an ACCEPTANCE of Grantee's OFFER TO PERFORM in accordance with the terms
and conditions of this Agreement. If a bid or proposal is not referenced, this Agreement is an OFFER TO ENTER INTO AGREEMENT, subject to Grantee's
acceptance, demonstrated by Grantee's beginning performance or written acceptance of this Agreement. Any COUNTER-OFFER automatically CANCELS
this Agreement, unless a change order is issued by the State accepting a counter-offer. Except as provided herein, the State shall not be responsible or
liable for any Work performed prior to issuance of this Agreement. The State's financial obligations to the Grantee are limited by the amount of Grant
Funds awarded as reflected on the face of the Small Dollar Grant Award.
2. Order of Precedence. In the event of a conflict or inconsistency within this Agreement, such conflict or inconsistency shall be resolved by giving
preference to the documents in the following order of priority: (1) the Small dollar Grant Award document; (2) these terms and conditions (including, if
applicable, Addendum 1 below); and (3) any attachments, exhibits, specifications, or appendices, whether attached or incorporated by reference.
Notwithstanding the above, if this Agreement has been funded, in whole or in part, with a Federal Award, in the event of a conflict between the Federal
Grant and this Agreement, the provisions of the Federal Grant shall control. Grantee shall comply with all applicable Federal provisions at all times during
the tern of this Agreement. Any terms and conditions included on Grantee's forms or invoices not included in this Agreement are void.
3. Changes. Once accepted in accordance with §1, this Agreement shall not be modified, superseded or otherwise altered, except in writing by the
State and accepted by Grantee.
4. Definitions. The following terms shall be construed and interpreted as follows: (a) "Award" means an award by a Recipient to a Subrecipient; (b)
"Budget" means the budget for the Work described in this Agreement; (c) "Business Day" means any day in which the State is open and conducting
business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in CRS §24-11-101(1); (d) "UCC"
means the Uniform Commercial Code in CRS Title 4; (e) "Effective Date" means the date on which this Agreement is issued as shown on the face of the
Small Dollar Grant Award; (t) "Federal Award" means an award of federal financial assistance or a cost -reimbursement contract, , by a Federal Awarding
Agency to the Recipient. "Federal Award" also means an agreement setting forth the terns and conditions of the Federal Award, which terms and conditions
shall flow down to the Award unless such terms and conditions specifically indicate otherwise. The term does not include payments to a contractor or
payments to an individual that is a beneficiary of a Federal program; (g) "Federal Awarding Agency" means a Federal agency providing a Federal Award
to a Recipient; (h) "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by
the State under this Agreement; (i) "Matching Funds" mean the funds provided by the Grantee to meet cost sharing requirements described in this
Agreement; (j) "Recipient" means the State agency identified on the face of the Small Dollar Grant Award; (k) "Subcontractor" means third parties, if
any, engaged by Grantee to aid in perfornance of the Work; (I) "Subrecipient" means a non -Federal entity that receives a sub -award from a Recipient
to carry out part of a program, but does not include an individual that is a beneficiary of such program; (m) "Uniform Guidance" means the Office of
Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, identified as the 2 C.F.R.
(Code of Federal Regulations) Part 200, commonly known as the "Super Circular," which 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; and (n) "Work" means the goods delivered or
services, or both, performed pursuant to this Agreement and identified as Line Items on the face of the Small Dollar Grant Award.
5. Delivery. Grantee shall furnish the Work in strict accordance with the specifications and price set forth in this Agreement. The State shall have no
liability to compensate Grantee for the performance of any Work not specifically set forth in the Agreement.
8. Rights to Materials. [Not Applicable to Agreements issued either in whole In part for Information Technology, as defined in CRS § 24-37.5-
102(2); in which case Addendum 1 §2 applies in lieu of this section.] Unless specifically stated otherwise in this Agreement, all materials, including
without limitation supplies, equipment, documents, content, information, or other material of any type, whether tangible or intangible (collectively
"Materials"), fumished by the State to Grantee or delivered by Grantee to the State in performance of its obligations under this Agreement shall be the
exclusive property the State. Grantee shall return or deliver all Materials to the State upon completion or termination of this Agreement.
7. Grantee Records. Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents,
communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work (including, but not
limited to the operation of programs) performed under this Agreement (collectively "Grantee Records"). Unless otherwise specified by the State, the
Grantee shall retain Grantee Records for a period (the "Record Retention Period") of three years following the date of submission to the State of the final
expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. 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 finding have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a
cognizant agency for audit, oversight, or indirect costs, and the State, may notify Grantee in writing that the Record Retention Period shall be extended.
For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. Grantee
shall pernit the State, the federal government, and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy
and transcribe Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at
Grantee'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. The State, in its discretion, may
monitor Grantee's performance of its obligations under this Agreement using procedures as determined by the State. The federal government and any
other duly authorized agent of a governmental agency, in its discretion, Grantee shall allow the State to perform all monitoring required by the Uniform
Guidance, based on the State's risk analysis of Grantee and this Agreement, and the State shall have the right, in its discretion, to change its monitoring
procedures and requirements at any time during the term of this Agreement. The State will monitor Grantee's performance in a manner that does not
unduly interfere with Grantee's perfornance of the Work. Grantee shall promptly submit to the State a copy of any final audit report of an audit performed
on Grantee Records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee, a State agency or the State's
authorized representative, or a third party. If applicable, the Grantee may be required to perforn a single audit under 2 CFR 200.501, et seq. Grantee shall
submit a copy of the results of that audit to the State within the same timelines as the submission to the federal govemment.
8. Reporting. If Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision making
body, and such pleading or document relates to this Agreement or may affect Grantee's ability to perform its obligations under this Agreement, Grantee
Page 1 of 6
Effective 7/1/2019
shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State. Grantee 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 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.
9. Conflicts of Interest. Grantee acknowledges that with respect to this Agreement, even the appearance of a conflict of interest is harmful to the
State's interests. Absent the State's prior written approval, Grantee shall refrain from any practices, activities, or relationships that reasonably may appear
to be in conflict with the full performance of Grantee's obligations to the State under this Agreement. If a conflict or appearance of a conflict of interest
exists, or if Grantee is uncertain as to such, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's
consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the actual or apparent conflict constitutes a
breach of this Agreement. Grantee certifies that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the
service or property described in this Agreement. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Grantee's Services and Grantee shall not employ any person having such known interests.
10. Taxes. The State is exempt from federal excise taxes and from State and local sales and use taxes. The State shall not be liable for the payment of
any excise, sales, of use taxes imposed on Grantee. A tax exemption certificate will be made available upon Grantee's request. Grantee shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement.
11. Payment. Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under
this Agreement that exceeds the Document Total shown on the face of the Small Dollar Grant Award. The State shall pay Grantee in the amounts and in
accordance with the schedule and other conditions set forth in this Agreement. Grantee shall initiate payment requests by invoice to the State, in a form
and manner approved by the State. The State shall pay Grantee for all amounts due within 45 days after receipt of an Awarding Agency's approved
invoicing request, or in instances of reimbursement grant programs a request for reimbursement, compliant with Generally Accepted Accounting Principles
(GAAP) and, if applicable Govemment Accounting Standards Board (GASB) of amount requested. 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 set forth in CRS §24-30-202(24) until
paid in full. Interest shall not accrue if a good faith dispute exists as to the State's obligation to pay all or a portion of the amount due. Grantee shall invoice
the State separately for interest on delinquent amounts due, referencing the delinquent payment, number of day's interest to be paid, and applicable
interest rate. The acceptance of an invoice shall not constitute acceptance of any Work performed under this Agreement. Except as specifically agreed in
this Agreement, Grantee shall be solely responsible for all costs, expenses, and other charges it incurs in connection with its performance under this
Grantee.
12. Term. The parties' respective performances under this Agreement shall commence on the "Service From" date identified on the face of the Small
Dollar Grant Award, unless otherwise specified, and shall terminate on the "Service To" date identified on the face of the Small Dollar Grant Award unless
sooner terminated in accordance with the terms of this Agreement.
13. Payment Disputes. If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its
dispute within 30 days following the earlier to occur of Grantee's receipt of the payment or notification of the determination or calculation of the payment
by the State. The State will review the information presented by Grantee and may make changes to its determination based on this review. The calculation,
determination or payment amount that results from the State's review shall not be subject to additional dispute under this subsection. No payment subject
to a 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.
14. Matching Funds. Grantee shall provide Matching Funds, if required by this Agreement. If permitted under the terms of the grant and per this
Agreement, Grantee may be permitted to provide Matching Funds prior to or during the course of the project or the match will be an in -kind match. Grantee
shall report to the State regarding the status of such funds upon request. Grantee's obligation to pay all or any part of any Matching Funds, whether direct
or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and
paid into Grantee's treasury or bank account. Grantee represents to the State that the amount designated "Grantee's Matching Funds" pursuant to this
Agreement, has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account.
Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to
create a multiple -fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature,
except as required by Grantee's laws or policies.
15. Reimbursement of Grantee Costs. If applicable, the State shall reimburse Grantee's allowable costs, not exceeding the maximum total amount
described in this Agreement for all allowable costs described in the grant except that Grantee may adjust the amounts between each line item of the
Budget without formal modification to this Agreement as long as the Grantee provides notice to, and received approval from the State of the change, the
change does not modify the total maximum amount of this Agreement, and the change does not modify any requirements of the Work. If applicable, the
State shall reimburse Grantee for the properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions
of this Agreement. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre -award
costs. Grantee's costs for Work performed after the "Service To" date identified on the face of the Small Dollar Grant Award, or after any phase performance
period end date for a respective phase of the Work, shall not be reimbursable. 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 (b) equal to the actual net cost to Grantee (i.e. the
price paid minus any items of value received by Grantee that reduce the costs actually incurred).
16. Close -Out. Grantee shall close out this Award within 45 days after the "Service To" date identified on the face of the Small Dollar Grant Award,
including any modifications. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this
Agreement and Grantee's final reimbursement request or invoice. In accordance with the Agreement, the State may withhold a percentage of allowable
costs until all final documentation has been submitted and accepted by the State as substantially complete.
17. Assignment. Grantee's rights and obligations under this Agreement may not be transferred or assigned without the prior, written consent of the State
and execution of a new agreement. Any attempt at assignment or transfer without such consent and new agreement shall be void. Any assignment or
transfer of Grantee's rights and obligations approved by the State shall be subject to the provisions of this Agreement.
18. Subcontracts. Grantee shall not enter into any subcontract in connection with its obligations under this Agreement without the prior, written approval
of the State. Grantee shall submit to the State a copy of each subcontract upon request by the State. All subcontracts entered into by Grantee 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.
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19. 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 in accordance with the
intent of the Agreement.
20. Survival of Certain Agreement Terms. Any provision of this Agreement that imposes an obligation on a party after termination or expiration of the
Agreement shall survive the termination or expiration of the Agreement and shall be enforceable by the other party.
21. Third Party Beneficiaries. Except for the parties' respective successors and assigns, 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 the Agreement, and do not create
any rights for such third parties.
22. 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.
23. Indemnification. [Not Applicable to Inter -governmental agreements] Grantee shall indemnify, save, and hold harmless the State, its employees,
agents and assignees (the °Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts
(including attomeys' fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Grantee, or its employees,
agents, Subcontractors, or assignees in connection with this Agreement. This shall include, without limitation, any and all costs, expenses, claims,
damages, liabilities, court awards and other amounts incurred by the Indemnified Parties in relation to any claim that any work infringes a patent, copyright,
trademark, trade secret, or any other intellectual property right or any claim for loss or improper disclosure of any confidential information or personally
identifiable information. If Grantee is a public agency prohibited by applicable law from indemnifying any party, then this section shall not apply.
24. Notice. All notices given under this Agreement shall be in writing, and shall be delivered to the contacts for each party listed on the face of the Small
Dollar Grant Award. Either party may change its contact or contact information by notice submitted in accordance with this section without a formal
modification to this Agreement.
25. Insurance. Except as otherwise specifically stated in this Agreement or any attachment or exhibit to this Agreement, Grantee shall obtain and maintain
insurance as specified in this section at all times during the term of the Agreement: (a) workers' compensation insurance as required by state statute, and
employers' liability insurance covering all Grantee employees acting within the course and scope of their employment, (b) Commercial general liability
insurance written on an Insurance Services Office occurrence forth, covering premises operations, fire damage, independent contractors, products and
completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: $1,000,000 each occurrence;
$1,000,000 general aggregate; $1,000,000 products and completed operations aggregate; and $50,000 any one fire, and (c) 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. If Grantee will
or may have access to any protected information, then Grantee shall also obtain and maintain insurance covering loss and disclosure of protected
information and claims based on alleged violations of privacy right through improper use and disclosure of protected information with limits of $1,000,000
each occurrence and $1,000,000 general aggregate at all times during the term of the Small Dollar Grant Award. Additional insurance may be required as
provided elsewhere in this Agreement or any attachment or exhibit to this Agreement. All insurance policies required by this Agreement shall be issued by
insurance companies with an AM Best rating of A -VIII or better. If Grantee is a public agency within the meaning of the Colorado Govemmental Immunity
Act, then this section shall not apply and Grantee shall instead comply with the Colorado Governmental Immunity Act.
26. Termination Prior to Grantee Acceptance. If Grantee has not begun performance under this Agreement, the State may cancel this Agreement by
providing written notice to the Grantee.
27. Termination for Cause. If Grantee refuses or fails to timely and properly perform any of its obligations under this Agreement with such diligence as
will ensure its completion within the time specified in this Agreement, the State may notify Grantee in writing of non-performance and, if not corrected by
Grantee within the time specified in the notice, terminate Grantee's right to proceed with the Agreement or such part thereof as to which there has been
delay or a failure. Grantee shall continue performance of this Agreement to the extent not terminated. Grantee shall be liable for excess costs incurred by
the State in procuring similar Work and the State may withhold such amounts, as the State deems necessary. If after rejection, revocation, or other
termination of Grantee's right to proceed under the Colorado Uniform Commercial Code (CUCC) or this clause, the State determines for any reason that
Grantee was not in default or the delay was excusable, the rights and obligations of the State and Grantee shall be the same as if the notice of termination
had been issued pursuant to ternination under §28.
28. Termination in Public Interest. The State is entering into this Agreement for the purpose of carrying out the public interest of the State, as determined
by its Governor, General Assembly, Courts, or Federal Awarding Agency. If this Agreement ceases to further the public interest of the Stale as determined
by its Govemor, General Assembly, Courts, or Federal Awarding Agency, the State, in its sole discretion, may terminate this Agreement in whole or in part
and such termination shall not be deemed to be a breach of the State's obligations hereunder. This section shall not apply to a termination for cause,
which shall be governed by §27. A determination that this Small Dollar Grant Award should be terminated in the public interest shall not be equivalent to
a State right to terrninate for convenience. The State shall give written notice of termination to Grantee specifying the part of the Agreement terminated
and when termination becomes effective. Upon receipt of notice of termination, Grantee shall not incur further obligations except as necessary to mitigate
costs of performance. The State shall pay the Agreement price or rate for Work performed and accepted by State prior to the effective date of the notice
of termination. The State's termination liability under this section shall not exceed the total Agreement price.
29. Termination for Funds Availability. The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year.
Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in any subsequent
year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non -State funds constitute all or some of the Grant Funds,
the State's obligation to pay Grantee shall be contingent upon such non -State funding continuing to be made available for payment. Payments to be made
pursuant to this Agreement shall be made only from Grant Funds, and the State's liability for such payments shall be limited to the amount remaining of
such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon
written notice, terninate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Work
performed 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 §28.
30. Grantee's Termination Under Federal Requirements. If the Grant Funds include any federal funds, then Grantee may request termination of this
Grant 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 Grant is terminated in this manner, then Grantee shall return any advanced payments made for Work that will not
be performed prior to the effective date of the termination.
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31. Governmental Immunity. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards,
commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Govemmentai
Immunity Act, CRS §24-10-101, et seq., the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management
statutes, CRS §§24-30-1501, et seq. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of
the immunities, rights, benefits, protections, or other provisions, contained in these statutes.
32. Grant Recipient. Grantee shall perform its duties hereunder as a grant recipient and not as an employee. Neither Grantee nor any agent or employee
of Grantee shall be deemed to be an agent or employee of the State. Grantee shall not have authorization, express or implied, to bind the State to any
agreement, liability or understanding, except as expressly set forth herein. Grantee and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its
agents or employees. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this
Agreement. Grantee shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by
law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents.
33. Compliance with Law. Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established,
including, without limitation, laws applicable to discrimination and unfair employment practices.
34. Choice of Law, Jurisdiction and Venue. [Not Applicable to Infer -governmental agreements] 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. Any provision incorporated herein by reference
which purports to negate this or any other provision in this Agreement in whole or in part shall not be valid or enforceable or available in any action at law,
whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision or for any other reason shall
not invalidate the remainder of this Agreement, to the extent capable of execution. Grantee shall exhaust administrative remedies in CRS §24-109-106,
prior to commencing any judicial action against the State regardless of whether the Colorado Procurement Code applies to this Agreement.
35. Prohibited Terms. Nothing in this Agreement shall be construed as a waiver of any provision of CRS §24-106-109. Any term included in this
Agreement that requires the State to indemnify or hold Grantee harmless; requires the State to agree to binding arbitration; limits Grantee's liability for
damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with that statute in any way shall be void ab initio.
36. Public Contracts for Services. [Not Applicable to offer, issuance, or sale of securities, investment advisory services, fund management
services, sponsored projects, intergovernmental grant agreements, or information technology services or products and services] Grantee
certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and will
confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through
participation in the E -Verify Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Grantee shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement or enter into a contract or agreement with a Subcontractor that fails to certify to Grantee
that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Grantee shall (a) not use E -Verify
Program or Department program procedures to undertake pre -employment screening of job applicants during performance of this Agreement, (b) notify
Subcontractor and the State within three days if Grantee has actual knowledge that Subcontractor is employing or contracting with an illegal alien for work
under this Agreement, (c) terminate the subcontract if Subcontractor does not stop employing or contracting with the illegal alien within three days of
receiving notice, and (d) comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the
Colorado Department of Labor and Employment. If Grantee participates in the Department program, Grantee shall deliver to the State a written, notarized
affirmation that Grantee has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department
program. If Grantee fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the State may terminate this Agreement for breach
and, if so terminated, Grantee shall be liable for damages.
37. Public Contracts with Natural Persons. Grantee, if a natural person 18 years of age or older, hereby swears and affirms under penalty of perjury
that the person (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-
76.5-101 et seq., and (c) has produced a form of identification required by CRS §24-76.5-103 prior to the date Grantee begins Work under terms of the
Agreement.
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ADDENDUM 1:
Additional Terms & Conditions for Information Technology
IF ANY PART OF THE SUBJECT MATTER OF THIS AGREEMENT IS INFORMATION TECHNOLOGY, AS DEFINED IN
CRS § 24-37.5-102 (2), THE FOLLOWING PROVISIONS ALSO APPLY TO THIS AGREEMENT.
A. Definitions. The following terms shall be construed and interpreted as follows: (a) "CJI" means criminal justice information collected by criminal
justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information
by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended, and all Criminal
Justice Records as defined under CRS §24-72-302; (b) "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,
pursuant to CRS §§24-37.5-401 et seq.; (c) "PCI" means payment card information including any data related to credit card holders' names, credit card
numbers, or the other credit card information as may be protected by state or federal law; (d) "PHI" means any protected health information, including,
without limitation any information whether oral or recorded in any form or medium that relates to the past, present or future physical or mental condition of
an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and that
identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual including,
without limitation, any information defined as Individually Identifiable Health Information by the federal Heath Insurance Portability and Accountability Act;
(e) "Pr 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, including, without limitation, all information defined as personally identifiable information in CRS §24-72-501; (f) "State Confidential Information"
means any and all State Records not subject to disclosure under the Colorado Open Records Act and includes, without limitation, Pit, PHI, PCI, Tax
Information, CJI, and State personnel records not subject to disclosure under the Colorado Open Records Act, (g) "State Fiscal Rules" means those
fiscal rules promulgated by the Colorado State Controller pursuant to CRS §24-30-202(13)(a); (h) "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; (i) "State Records" means any and all State data, information, and
records, regardless of physical form; (j) "Tax Information" means federal and State of Colorado tax information including, without limitation, federal and
State tax retums, retum information, and such other tax -related information as may be protected by federal and State law and regulation, including, without
limitation all information defined as federal tax information in Internal Revenue Service Publication 1075; and (k) "Work Product" means the tangible and
intangible results of the delivery of goods and performance of services, 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, but
does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work.
B. Intellectual Property. Except to the extent specifically provided elsewhere in this Agreement, any State information, including without limitation pre-
existing State software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials; or Work Product
prepared by Grantee in the performance of its obligations under this Agreement shall be the exclusive property of the State (collectively, "State Materials").
All State Materials shall be delivered to the State by Grantee upon completion or termination of this Agreement. The State's exclusive rights in any Work
Product prepared by Grantee shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall
not use, willingly allow, cause or permit any State Materials to be used for any purpose other than the performance of Grantee's obligations hereunder
without the prior written consent of the State. The State shall maintain complete and accurate records relating to (a) its use of all Grantee and third party
software licenses and rights to use any Grantee or third party software granted under this Agreement and its enactments to which the State is a party and
(b) all amounts payable to Grantee pursuant to this Agreement and its attachments and the State's obligations under this Agreement or any amounts
payable to Grantee in relation to this Agreement, which records shall contain sufficient information to permit Grantee to confirm the State's compliance
with the use restrictions and payment obligations under this Agreement or to any third party use restrictions to which the State is a party. Grantee retains
the exclusive rights, title and ownership to any and all pre-existing materials owned or licensed to Grantee including, but not limited to ail pre-existing
software, licensed products, associated source code, machine code, text images, audio, video, and third party materials, delivered by Grantee under the
Agreement, whether incorporated in a deliverable or necessary to use a deliverable (collectively, "Grantee Property"). Grantee Property shall be licensed
to the State as set forth in a State -approved license agreement (a) entered into as exhibits or attachments to this Agreement, (b) obtained by the State
from the applicable third party Grantee, or (c) in the case of open source software, the license terms set forth in the applicable open source license
agreement. Notwithstanding anything to the contrary herein, the State shall not be subject to any provision incorporated in any exhibit or attachment
attached hereto, any provision incorporated in any terms and conditions appearing on any website, any provision incorporated into any click through or
online agreements, or any provision incorporated into any other document or agreement between the parties that (a) requires the State or the State to
indemnify Grantee or any other party, (b) is in violation of State laws, regulations, rules, State Fiscal Rules, policies, or other State requirements as deemed
solely by the State, or (c) is contrary to this Agreement.
C. Information Confidentiality. Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those
State Records are publicly available. Grantee shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit
the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law, or approved in writing by the State. If
Grantee will or may have access to any State Confidential Information or any other protected information, Grantee shall provide for the security of all State
Confidential Information in accordance with all applicable laws, rules, policies, publications, and guidelines. Grantee shall comply with all Colorado Office
of Information Security ("OIS") policies and procedures which OIS has issued pursuant to CRS §§24-37.5-401 through 406 and 8 CCR §1501-5 and posted
at http://oit.state.co.us/ois, all information security and privacy obligations imposed by any federal, state, or local statute or regulation, or by any industry
standards or guidelines, as applicable based on the classification of the data relevant to Grantee's performance under this Agreement. Such obligations
may arise from: Health Information Portability and Accountability Act (HIPAA); IRS Publication 1075; Payment Card Industry Data Security Standard (PCI-
DSS); FBI Criminal Justice Information Service Security Addendum; Centers for Medicare & Medicaid Services (CMS) Minimum Acceptable Risk Standards
for Exchanges; and Electronic Information Exchange Security Requirements and Procedures for State and Local Agencies Exchanging Electronic
Information with The Social Security Administration. Grantee shall immediately forward any request or demand for State Records to the State's principal
representative.
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D. Other Entity Access and Nondisclosure Agreements. Grantee may provide State Records to its agents, employees, assigns and Subcontractors
as necessary to perform the work, but shall restrict access to State Confidential Information to those agents, employees, assigns, and Subcontractors who
require access to perform their obligations under this Agreement. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign
agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all
times the agent, employee, assign, or Subcontractors has access to any State Confidential Information. Grantee shall provide copies of those signed
nondisclosure provisions to the State upon execution of the nondisclosure provisions if requested by the State.
E. Use, Security, and Retention. Grantee shall use, hold, and maintain State Confidential Information in compliance with any and all applicable laws
and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State
Confidential Information. Grantee shall provide the State with access, subject to Grantee's reasonable security requirements, for purposes of inspecting
and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this
Agreement, Grantee shall retum State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed
by the State. If Grantee is prevented by law or regulation from retuming or destroying State Confidential Information, Grantee warrants it will guarantee
the confidentiality of, and cease to use, such State Confidential Information.
F. Incident Notice and Remediation. If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State
regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Grantee can establish none of Grantee
or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee shall be responsible for the cost of notifying
each person who may have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of
Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved
by the State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Grantee shall make all
modifications as erected by the State. If Grantee cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform
such analysis and produce a remediation plan, and Grantee shall reimburse the State for the reasonable actual costs thereof.
G. Data Protection and Handling. Grantee shall ensure that all State Records and Work Product in the possession of Grantee or any Subcontractors
are protected and handled in accordance with the requirements of this Agreement at all times. Upon request by the State made any time prior to 60 days
following the termination of this Agreement for any reason, whether or not this Agreement is expiring or terminating, Grantee shall make available to the
State a complete and secure download file of all data that is encrypted and appropriately authenticated. This download file shall be made available to the
State within 10 Business Days following the State's request, and shall contain, without limitation, all State Records, Work Product, and any other information
belonging to the State. Upon the termination of Grantee's services under this Agreement, Grantee shall, as directed by the State, retum all State Records
provided by the State to Grantee, and the copies thereof, to the State or destroy all such State Records and certify to the State that it has done so. If legal
obligations imposed upon Grantee prevent Grantee from returning or destroying all or part of the State Records provided by the State, Grantee shall
guarantee the confidentiality of all State Records in Grantee's possession and will not actively process such data. The State retains the right to use the
established operational services to access and retrieve State Records stored on Grantee's infrastructure at its sole discretion and at any time.
H. Compliance. If applicable, Grantee shall review, on a semi-annual basis, all OIS policies and procedures which OIS has promulgated pursuant to
CRS §§24-37.5-401 through 406 and 8 CCR §1501-5 and posted at http://oit.state.co.us/ois, to ensure compliance with the standards and guidelines
published therein. Grantee shall cooperate, and shall cause its Subcontractors to cooperate, with the performance of security audit and penetration tests
by OIS or its designee.
I. Safeguarding PH. If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide for the security of such
PII, in a manner and form acceptable to the State, including, without limitation, all State requirements relating to non -disclosure, use of appropriate
technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections,
and audits. Grantee shall take full responsibility for the security of all PII in its possession or in the possession of its Subcontractors, and shall hold the
State harmless for any damages or liabilities resulting from the unauthorized disclosure or loss thereof. Grantee shall be a "Third -Party Service Provider"
as defined in CRS §24-73-103(1)(i) and shall maintain security procedures and practices consistent with CRS §§24-73-101 et seq.
J. Software Piracy Prohibition. The 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. Grantee hereby certifies and warrants that,
during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper
use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or
under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
K. Information Technology. To the extent that Grantee provides physical or logical storage of State Records; Grantee creates, uses, processes,
discloses, transmits, or disposes of State Records; or Grantee is otherwise given physical or logical access to State Records in order to perform Grantee's
obligations under this Agreement, the following terns shall apply. Grantee shall, and shall cause its Subcontractors, to: Provide physical and logical
protection for all hardware, software, applications, and data that meets or exceeds industry standards and the requirements of this Agreement; Maintain
network, system, and application security, which includes, but is not limited to, network firewalls, intrusion detection (host and network), annual security
testing, and improvements or enhancements consistent with evolving industry standards; Comply with State and federal rules and regulations related to
overall security, privacy, confidentiality, integrity, availability, and auditing; Provide that security is not compromised by unauthorized access to workspaces,
computers, networks, software, databases, or other physical or electronic environments; Promptly report all Incidents, including Incidents that do not result
in unauthorized disclosure or loss of data integrity, to a designated representative of the OIS; Comply with all rules, policies, procedures, and standards
issued by the Governor's Office of Information Technology (OIT), including project lifecycle methodology and governance, technical standards,
documentation, and other requirements posted at www.oit.state.co.us/about/policies. Grantee shall not allow remote access to State Records from outside
the United States, including access by Grantee's employees or agents, without the prior express written consent of OIS. Grantee shall communicate any
request regarding non-U.S. access to State Records to the State. The State, acting by and through OIS, shall have sole discretion to grant or deny any
such request.
Page 6 of 6
Effective 7/1/2019
Contract Form
New Contract Request
Entity Information
Entity Name* Entity ID*
DEPARTMENT OF HOMELAND g00028683
SECURITY
Contract Name*
HMEP GRANT ACCEPTANCE LE I I ER
Contract Status
CTB REVIEW
New Entity?
Contract ID
4437
Contract Lead*
GMARQUEZ
Contract Lead Email
grnarquezgco.weld.co.us
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
AWARD LEI I ER, STATEMENT AND LEI I ER OF ACCEPTANCE FOR THE HAZARDOUS MATERIALS EMERGENCY PLANNING
GRANT.
Contract Description 2
Contract Type*
CONTRACT
Amount*
S28,125.00
Renewable*
YES
Automatic Renewal
Grant
IGA
Department
OEM
Department Email
CM-OEM.aweldgov,com
Department Head Email
CM-OEM-
DeptHeadgweldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYA I 1 ORNEYliTWELDG
OV.COM
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Requested BOCC Agenda
Date*
02:01 2021
Due Date
01 28 2021
Will a wort[ session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
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
Review Date*
11'30 2021
Renewal Date*
12,30 2021
Termination Notice Period
Committed Delivery Date Expiration Date
Contact Information
Contact Info
Contact Name
Purchasing
Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head
ROY RUDISILL
DH Approved Date
02;01 2021
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
02;08;2021
Originator
GMARQUEZ
Fnance Approver
BARS CONNOLLY
Legal Counsel
BOB CHOATE
Finance Approved Date Legal Counsel Approved Bate
02.02'2021 02 02x2021
Tyler Ref It
AG 020821
Hello