HomeMy WebLinkAbout20201605.tiffRESOLUTION
RE: APPROVE GRANT AWARD LETTER FOR DROP BOX GRANT PROGRAM 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 Grant Award Letter for the Drop Box
Grant Program between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Clerk and Recorder's Office, and the
Colorado Department of State, commencing upon full execution of signatures, and ending
June 30, 2021, with further terms and conditions being as stated in said grant award letter, and
WHEREAS, after review, the Board deems it advisable to approve said grant award letter,
a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Grant Award Letter for the Drop Box Grant Program between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the Clerk and Recorder's Office, and the Colorado Department of State,
be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said grant award letter.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 1st day of June, A.D., 2020.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: datA44)
Weld County Clerk to the Board
BY:
AP
Deputy Clerk to the Board
ounty A torney
Date of signature: 6/5 /2O
Kevin D. Ross
e Freeman, Chair
arbara Kirkmeyer
c : CR(cK/Rs/AG) AG- f ckD)
o7/(411.21
2020-1605
CR0032
PASS -AROUND TITLE:
DEPARTMENT:
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
Election Grant Award
Elections DATE: 05/21/2020
PERSON REQUESTING: Carly Koppes
Brief description of the problem/issue:
UPDATE - Weld County has been awarded $12,134.84 for the Drop box cost which covers all the
cost to the county. Attached is the updated grant award letter which has been reviewed by the
County Attorney.
Due to HB19-1278 we are required to have two new Voter Service and Polling Centers (VSPC's) and
24 -hour Drop -boxes (UNC and Aims). Along with those additional requirements the State allocated
state funds for us to receive, Weld County put in the request and was awarded the maximum amount
of $100,000.00 (from the Local Elections Assistance Cash Fund) and $7,865.16 (from the Help
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Approve the State funds in the form of a grant and have the Chair of the Board sign updated grant
award letter.
Recommendation:
Approve the updated state grant for the amount Weld County as has been reimbursed for the cost
adding two additional 24 -hour Drop -boxes.
Approve
Recommendation
Mike Freeman, Chair
Scott K. James
Barbara Kirkmeyer
Steve Moreno, Pro -Tern
Kevin D. Ross
O(o
Schedule
Work Session
Other/Comments:
2020-1605
CRoo3a
STATE OF COLORADO
Department of State
1700 Broadway, Suite 200
Denver, CO 80290
May 13, 2020
RECEIVED
JUN 10 2020
ELECTIONS
CO SECRETARY OF STATE
Weld County
Attn: Carly Koppes, County Clerk and Recorder
1402 N 17th Ave.
Greeley, CO 80631
Dear Clerk Koppes:
Jena M. Griswold
Secretary of State
Ian Rayder
Deputy Secretary of State
CMS # 161107
CORE #: CT, VAAA, 2020-3935
(RECEIVED BY
r
JUN 162020
SECRETARY OF STATE
FINANCE.
We are pleased to inform you that Colorado Department of State has approved your application for funding
pursuant to the HB 19-1278 VSPC and Drop Box Grant Program ("Program") in the amount of $12,134.84
($12,134.84 from the Help America Vote Act Election Security Grant). This letter authorizes you to proceed with
the Purchase and Installation of Drop Boxes and Voting Equipment and Supplies ("Project") in accordance with
the terms of this Grant Award Letter. Attached to this letter are the terms and conditions of your Grant. Please
review these terms and conditions as they are requirements of this Grant to which you, the Grantee, agree by
accepting the Grant Funds.
If you are satisfied with the terms and conditions of this Grant Award Letter please print two hard copies of the
full Grant Award Letter, sign both signature pages with a wet signature, and then mail both signed copies to the
following address:
Colorado Department of State
Attn: Elections Division
1700 Broadway, Suite 200
Denver, CO 80290
Once our office has signed the Grant Award Letter, we will send you one copy of the fully signed Grant Award
Letter and retain the other for our records. If you have questions regarding this Grant, please contact Daniel
Pickard by email at danel.pickard aisos.state.co.us or by phone at 303-894-2200 ext. 6354.
Best regards,
Ian Rayder
Deputy Secretary of State
Main Number
Fax
TDD/TTY
(303) 894-2200
(303) 869-4861
(303) 869-4867
Website www sos state co.us
E-mail elections(a),sos state co us
Sao- tcoosn)
GRANT AWARD LETTER
SUMMARY OF GRANT AWARD TERMS AND CONDITIONS
State Agency
Colorado Department of State (CDOS)
Grantee
County Clerk and Recorder of Weld County
DUNS Number: 075757955
Grant Issuance Date
The later of May 13, 2020 or the date the State Controller or an
authorized delegate signs this Grant Letter
Grant Expiration Date
June 30, 2021
Grant Authority
Federal
On April 17, 2018, Colorado Department of State (CDOS)
received a Help America Vote Act (HAVA) Election Security
Award from the US Election Assistance Commission (EAC).
The Award, which includes five percent in State matching
funds, grants CDOS the "discretion as to if and how [it]
make[s] available funds to local election jurisdictions."
Grant Agreement # CO1801001
Catalog of Federal Domestic Assistance # 90.404
State
§24-21-104.9(1) C.R.S. (2019) authorizes CDOS to reimburse
counties for the purchase or lease of voting equipment and
supplies necessary to fulfill the requirements of HB 19-1278.
§24-21-104.9(3)(a) C.R.S. (2019) cites CDOS's ability to use
money from the Federal Elections Assistance Fund (Help
America Vote Act (HAVA)) to reimburse counties for the
establishment of new drop boxes and other authorized
equipment
Grant Purpose
HB 19-1278, Concerning Modifications to Miscellaneous Provisions of the "Uniform Election Code of 1992" requires many
counties to increase the number of Voter Service and Polling Centers (VSPCs) and secure ballot drop boxes. To assist counties
in this, HB19-1278 provides for the Colorado Department of State (CDOS) to make grants from the Local Elections Assistance
Fund or the Federal Election Assistance Fund to reimburse counties for the purchase or lease of voting equipment and supplies
necessary to fulfill the requirements of the bill. It also provides for CDOS to make grants to reimburse counties for the costs
associated with establishing new drop boxes and other equipment consistent with Federal Law and grant requirements
prescribed by the Secretary of State.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Grant:
1. Exhibit A, Statement of Work.
2. Exhibit B, Budget.
3. Exhibit C, Federal Provisions.
Grant Amount (Federal Funds)
State Fiscal Year 2019-20: $12,134.84
Total for all State Fiscal Years: $12,134.84
CMS #: 161107
CORE #: CT, VAAA, 2020-3935
In the event of a conflict or inconsistency between this Grant and any Exhibit or attachment, such conflict or inconsistency
shall be resolved by reference to the documents in the following order of priority:
1. Colorado Special Provisions in §17 of the main body of this Grant.
2. Exhibit C, Federal Provisions.
3. The provisions of the other sections of the main body of this Grant.
4. Exhibit A, Statement of Work.
5. Exhibit B, Budget.
CMS #: 161107
CORE #: CT, VAAA, 2020-3935
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Principal Representatives:
Department of State
Caleb Thornton
Elections Division
1700 Broadway, Suite 300
Denver, CO 80290
caleb.thomton@sos.state.co.us
Weld County
Carty Koppes
County Clerk and Recorder
1400 N 17th Ave.,
Greeley, CO 80631
ckoppes@weldgov.com
SIGNATURE PAGE
THE SIGNATORIES LISTED BELOW AUTHORIZE THIS GRANT
STATE OF COLORADO
Jared S. Polls, Governor
Colorado Department of State
Jena Griswold, Secretary of State
By: an Rayder, Deputy Secretary of State
Date: 611/20
CLERK AND RECORDER OF
WELD COUNTY,
by and through the
BOARD OF COUNTY COMMISSIONERS
By: Mike Freeman, Chair
Date:
JUN 0 12020
In accordance with §24-30-202, C.R.S., this Contract is not valid until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Brad Lang, Controller and Budget
CMS Of: 161107
CORE 0: CT, VAAA, 2020-3935
ector,
orado Department of State
Effective Date: /" J✓^/f 4010
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�0 -1C.005 C ��
1. GRANT
As of the Grant Issuance Date, the State Agency shown on the first page of this Grant Award Letter
(the "State") hereby obligates and awards to Grantee shown on the first page of this Grant Award
Letter (the "Grantee") an award of Grant Funds in the amounts shown on the first page of this
Grant Award Letter. By accepting the Grant Funds provided under this Grant Award Letter,
Grantee agrees to comply with the terms and conditions of this Grant Award Letter and
requirements and provisions of all Exhibits to this Grant Award Letter.
2. TERM
A. Initial Grant Term and Extension
The Parties' respective performances under this Grant Award Letter shall commence on the
Grant Issuance Date and shall terminate on the Grant Expiration Date unless sooner
terminated or further extended in accordance with the terms of this Grant Award Letter. Upon
request of Grantee, the State may, in its sole discretion, extend the term of this Grant Award
Letter by providing Grantee with an updated Grant Award Letter showing the new Grant
Expiration Date.
B. Early Termination in the Public Interest
The State is entering into this Grant Award Letter to serve the public interest of the State of
Colorado as determined by its Governor, General Assembly, or Courts. If this Grant Award
Letter ceases to further the public interest of the State or if State, Federal or other funds used
for this Grant Award Letter are not appropriated, or otherwise become unavailable to fund
this Grant Award Letter, the State, in its discretion, may terminate this Grant Award Letter
in whole or in part by providing written notice to Grantee that includes, to the extent
practicable, the public interest justification for the termination. If the State terminates this
Grant Award Letter in the public interest, the State shall pay Grantee an amount equal to the
percentage of the total reimbursement payable under this Grant Award Letter that
corresponds to the percentage of Work satisfactorily completed, as determined by the State,
less payments previously made. Additionally, the State, in its discretion, may reimburse
Grantee for a portion of actual, out-of-pocket expenses not otherwise reimbursed under this
Grant Award Letter that are incurred by Grantee and are directly attributable to the
uncompleted portion of Grantee's obligations, provided that the sum of any and all
reimbursements shall not exceed the maximum amount payable to Grantee hereunder. This
subsection shall not apply to a termination of this Grant Award Letter by the State for breach
by Grantee.
C. Grantee's Termination Under Federal Requirements
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.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Budget" means the budget for the Work described in Exhibit B.
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B. "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 §24-I 1-101(1) C.R.S.
C. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S.
D. "Grant Award Letter" means this letter which offers Grant Funds to Grantee, including all
attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and
cited authorities, and any future updates thereto.
E. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by the State under this Grant Award Letter.
F. "Grant Expiration Date" means the Grant Expiration Date shown on the first page of this
Grant Award Letter.
G. "Grant Issuance Date" means the Grant Issuance Date shown on the first page of this Grant
Award Letter.
H. "Exhibits" exhibits and attachments included with this Grant as shown on the first page of
this Grant
I. "Extension Term" means the period of time by which the Grant Expiration Date is extended
by the State through delivery of an updated Grant Award Letter
J. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement
contract under the Federal Acquisition Regulations by a Federal Awarding Agency to the
Recipient. "Federal Award" also means an agreement setting forth the terms and conditions
of the Federal Award. The term does not include payments to a contractor or payments to an
individual that is a beneficiary of a Federal program.
K. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a
Recipient. Elections Assistance Commission (EAC) is the Federal Awarding Agency for the
Federal Award which is the subject of this Grant.
L. "Goods" means any movable material acquired, produced, or delivered by Grantee as set
forth in this Grant Award Letter and shall include any movable material acquired, produced,
or delivered by Grantee in connection with the Services.
M. "Incident" means any accidental or deliberate event that results in or constitutes an imminent
threat of the unauthorized access or disclosure of State Confidential Information or of the
unauthorized modification, disruption, or destruction of any State Records.
N. "Initial Term" means the time period between the Grant Issuance Date and the Grant
Expiration Date.
O. "Matching Funds" means the funds provided Grantee as a match required to receive the
Grant Funds.
P. "Party" means the State or Grantee, and "Parties" means both the State and Grantee.
4.
"Recipient" means the State Agency shown on the first page of this Grant Award Letter, for
the purposes of the Federal Award.
R. "Services" means the services to be performed by Grantee as set forth in this Grant Award
Letter, and shall include any services to be rendered by Grantee in connection with the Goods.
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S. "State Confidential Information" means any and all State Records not subject to disclosure
under CORA. State Confidential Information shall include, but is not limited to State
personnel records not subject to disclosure under CORA. State Confidential Information shall
not include information or data concerning individuals that is not deemed confidential but
nevertheless belongs to the State, which has been communicated, furnished, or disclosed by
the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already
known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or
subsequently becomes publicly available without breach of any obligation owed by
Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by
a third party who has the right to disclose such information; or (v) was independently
developed without reliance on any State Confidential Information.
T. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a) C.R.S.
U. "State Fiscal Year" means a 12 -month period beginning on July 1 of each calendar year and
ending on June 30 of the following calendar year. If a single calendar year follows the term,
then it means the State Fiscal Year ending in that calendar year.
V. "State Records" means any and all State data, information, and records, regardless of
physical form, including, but not limited to, information subject to disclosure under CORA.
W. "Sub -Award" means this grant by the State (a Recipient) to Grantee (a Subrecipient) funded
in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow
down to this Sub -Award unless the terms and conditions of the Federal Award specifically
indicate otherwise.
X. "Subcontractor" means third -parties, if any, engaged by Grantee to aid in performance of
the Work. "Subcontractor" also includes sub -grantees.
Y. "Subrecipient" means a state, local government, Indian tribe, institution of higher education
(IHE), or nonprofit organization entity that receives a Sub -Award from a Recipient to carry
out part of a Federal program, but does not include an individual that is a beneficiary of such
program. A Subrecipient may also be a recipient of other Federal Awards directly from a
Federal Awarding Agency. For the purposes of this Grant, Grantee is a Subrecipient.
Z. "Tax Information" means Federal and State of Colorado tax information including, without
limitation, Federal and State tax returns, return information, and such other tax -related
information as may be protected by Federal and State law and regulation. Tax Information
includes, but is not limited to all information defined as Federal tax information in Internal
Revenue Service Publication 1075.
AA. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200,
commonly known as the "Super Circular, which 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.
BB. "Work" means the delivery of the Goods and performance of the Services described in this
Grant Award Letter.
CC. "Work Product" means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
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software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work
Product" does not include any material that was developed prior to the Grant Issuance Date
that is used, without modification, in the performance of the Work.
Any other term used in this Grant Award Letter that is defined in an Exhibit shall be construed and
interpreted as defined in that Exhibit.
4. STATEMENT OF WORK
Grantee shall complete the Work as described in this Grant Award Letter and in accordance with
the provisions of Exhibit A. The State shall have no liability to compensate or reimburse Grantee
for the delivery of any goods or the performance of any services that are not specifically set forth
in this Grant Award Letter.
5. PAYMENTS TO GRANTEE
A. Maximum Amount
Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The
State shall not pay Grantee any amount under this Grant that exceeds the Grant Amount for
each State Fiscal Year shown on the first page of this Grant Award Letter. Financial
obligations of the State payable after the current State Fiscal Year are contingent upon funds
for that purpose being appropriated, budgeted, and otherwise made available. The State shall
not be liable to pay or reimburse Grantee for any Work performed or expense incurred before
the Grant Issuance Date or after the Grant Expiration Date; provided, however, that Work
performed and expenses incurred by Grantee before the Grant Issuance Date that are
chargeable to an active Federal Award may be submitted for reimbursement as permitted by
the terms of the Federal Award.
B. Federal Recovery
The close-out of a Federal Award does not affect the right of the Federal Awarding Agency
or the State to disallow costs and recover funds on the basis of a later audit or other review.
Any cost disallowance recovery is to be made within the Record Retention Period, as defined
below.
C. [Subsection Intentionally Deleted -- Reserved)
D. Reimbursement of Grantee Costs
The State shall reimburse Grantee's allowable costs, not exceeding the maximum total
amount described in this Grant Award Letter for all allowable costs described in this Grant
Award Letter and shown in the Budget, 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 the State of the change, the change does not modify the total
maximum amount of this Grant Award Letter or the maximum amount for any state fiscal
year, and the change does not modify any requirements of the Work. The State shall
reimburse Grantee for the Federal share of properly documented allowable costs related to
the Work after the State's review and approval thereof, subject to the provisions of this Grant.
The State shall only reimburse allowable costs if those costs are: (i) reasonable and necessary
to accomplish the Work and for the Goods and Services provided; and (ii) equal to the actual
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net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that
reduce the cost actually incurred).
E. Close -Out.
Grantee shall close out this Grant within 45 days after the Grant Expiration Date. To complete
close out, Grantee shall submit to the State all deliverables (including documentation) as
defined in this Grant Award Letter and Grantee's final reimbursement request or invoice. The
State will withhold 5% of allowable costs until all final documentation has been submitted
and accepted by the State as substantially complete. If the Federal Awarding Agency has not
closed this Federal Award within 1 year and 90 days after the Grant Expiration Date due to
Grantee's failure to submit required documentation, then Grantee may be prohibited from
applying for new Federal Awards through the State until such documentation is submitted
and accepted.
6. REPORTING - NOTIFICATION
A. Performance and Final Status
Grantee shall submit all financial, performance and other reports to the State no later than the
end of the close out described in §5.E, containing an evaluation and review of Grantee's
performance and the final status of Grantee's obligations hereunder.
B. Violations Reporting
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 Federal Award. The State or the Federal Awarding
Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31
U.S.C. 3321, which may include, without limitation, suspension or debarment.
7. GRANTEE RECORDS
A. Maintenance and Inspection
Grantee shall make, keep, and maintain, all records, documents, communications, notes and
other written materials, electronic media files, and communications, pertaining in any manner
to this Grant for a period of three years following the disposition of the asset(s) acquired with
funds from this Grant. Grantee shall permit the State to audit, inspect, examine, excerpt, copy
and transcribe all such records during normal business hours at Grantee's office or place of
business, unless the State determines that an audit or inspection is required without notice at
a different time to protect the interests of the State.
B. Monitoring
The State will monitor Grantee's performance of its obligations under this Grant Award
Letter using procedures as determined by the State. Grantee shall allow the State to perform
all monitoring required by the Uniform Guidance, based on the State's risk analysis of
Grantee. The State shall have the right, in its sole discretion, to change its monitoring
procedures and requirements at any time during the term of this Agreement. The State shall
monitor Grantee's performance in a manner that does not unduly interfere with Grantee's
performance of the Work. If Grantee enters into a subcontract or subgrant with an entity that
would also be considered a Subrecipient, then the subcontract or subgrant entered into by
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Grantee shall contain provisions permitting both Grantee and the State to perform all
monitoring of that Subcontractor in accordance with the Uniform Guidance.
C. Final Audit Report
Grantee shall promptly submit to the State a copy of any final audit report of an audit
performed on Grantee's records that relates to or affects this Grant or the Work, whether the
audit is conducted by Grantee or a third party. Additionally, if Grantee is required to perform
a single audit under 2 CFR 200.501, et. seq., then Grantee shall submit a copy of the results
of that audit to the State within the same timelines as the submission to the federal
government.
8. CONFIDENTIAL INFORMATION -STATE RECORDS
A. Confidentiality
Grantee shall hold and maintain, and cause all Subcontractors to hold and maintain, any and
all State Records that the State provides or makes available to Grantee for the sole and
exclusive benefit of the State, unless those State Records are otherwise publicly available at
the time of disclosure or are subject to disclosure by Grantee under CORA. Grantee shall not,
without prior written approval of the State, use for Grantee's own benefit, publish, copy, or
otherwise disclose to any third party, or permit the use by any third party for its benefit or to
the detriment of the State, any State Records, except as otherwise stated in this Grant Award
Letter. Grantee shall provide for the security of all State Confidential Information in
accordance with all policies promulgated by the Colorado Office of Information Security and
all applicable laws, rules, policies, publications, and guidelines. If Grantee or any of its
Subcontractors will or may receive the following types of data, Grantee or its Subcontractors
shall provide for the security of such data according to the following: (I) the most recently
promulgated IRS Publication 1075 for all Tax Information and in accordance with the
Safeguarding Requirements for Federal Tax Information attached to this Grant as an Exhibit,
if applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security
Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department
of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security
Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act
for all PHI and the HIPAA Business Associate Agreement attached to this Grant, if
applicable. Grantee shall immediately forward any request or demand for State Records to
the State's principal representative.
B. 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 Grant Award Letter. Grantee shall ensure all such agents, employees,
assigns, and Subcontractors sign nondisclosure agreements with provisions at least as
protective as those in this Grant, and that the nondisclosure agreements are in force at all
times the agent, employee, assign or Subcontractor has access to any State Confidential
Information. Grantee shall provide copies of those signed nondisclosure restrictions to the
State upon request.
C. Use, Security, and Retention
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Grantee shall use, hold and maintain State Confidential Information in compliance with any
and all applicable laws and regulations in facilities located within the United States, and shall
maintain a secure environment that ensures confidentiality of all State Confidential
Information wherever located. 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 Grant, Grantee shall return 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 returning or destroying State
Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease
to use, such State Confidential Information.
D. 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. 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.
E. Safeguarding PII
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, State non -disclosure requirements, use of appropriate
technology, security practices, computer access security, data access security, data storage
encryption, data transmission encryption, security inspections, and audits. Grantee shall be a
"Third -Party Service Provider" as defined in §24-73-103(1)(i), C.R.S. and shall maintain
security procedures and practices consistent with §§24-73-101 et seg., C.R.S.
9. CONFLICTS OF INTEREST
Grantee shalt not engage in any business or activities, or maintain any relationships that conflict in
any way with the full performance of the obligations of Grantee under this Grant. Grantee
acknowledges that, with respect to this Grant, even the appearance of a conflict of interest shall be
harmful to the State's interests and absent the State's prior written approval, Grantee shall refrain
from any practices, activities or relationships that reasonably appear to be in conflict with the full
performance of Grantee's obligations under this Grant. If a conflict or the appearance of a conflict
arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen,
Grantee shall submit to the State a disclosure statement setting forth the relevant details for the
State's consideration.
10. INSURANCE
Grantee shall maintain at all times during the term of this Grant such liability insurance, by
commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado
Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"). Grantee shall ensure that
any Subcontractors maintain all insurance customary for the completion of the Work done by that
Subcontractor and as required by the State or the GIA.
11. REMEDIES
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In addition to any remedies available under any exhibit to this Grant Award Letter, if Grantee fails
to comply with any term or condition of this Grant or any terms of the Federal Award, the State
may terminate some or all of this Grant and require Grantee to repay any or all Grant funds to the
State in the State's sole discretion. The State may also terminate this Grant Award Letter at any
time if the State has determined, in its sole discretion, that Grantee has ceased performing the Work
without intent to resume performance, prior to the completion of the Work.
12. DISPUTE RESOLUTION
Except as herein specifically provided otherwise or as required or permitted by federal regulations
related to any Federal Award that provided any of the Grant Funds, disputes concerning the
performance of this Grant that cannot be resolved by the designated Party representatives shall be
referred in writing to a senior departmental management staff member designated by the State and
a senior manager or official designated by Grantee for resolution.
13. NOTICES AND REPRESENTATIVES
Each Party shall identify an individual to be the principal representative of the designating Party
and shall provide this information to the other Party. All notices required or permitted to be given
under this Grant Award Letter shall be in writing, and shall be delivered either in hard copy or by
email to the representative of the other Party. Either Party may change its principal representative
or principal representative contact information by notice submitted in accordance with this §13.
14. [SECTION INTENTIONALLY DELETED -- RESERVED]
15. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the Parties,
their departments, boards, commissions committees, bureaus, offices, employees and officials shall
be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-
101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b),
and the State's risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of
this Contract 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.
16. GENERAL PROVISIONS
A. Assignment
Grantee's rights and obligations under this Grant are personal and may not be transferred or
assigned without the prior, written consent of the State. Any attempt at assignment or transfer
without such consent shall be void. Any assignment or transfer of Grantee's rights and
obligations approved by the State shall be subject to the provisions of this Grant Award
Letter.
B. Captions and References
The captions and headings in this Grant Award Letter are for convenience of reference only,
and shall not be used to interpret, define, or limit its provisions. All references in this Grant
Award Letter to sections (whether spelled out or using the § symbol), subsections, exhibits
or other attachments, are references to sections, subsections, exhibits or other attachments
contained herein or incorporated as a part hereof, unless otherwise noted.
C. Entire Understanding
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This Grant Award Letter represents the complete integration of all understandings between
the Parties related to the Work, and all prior representations and understandings related to the
Work, oral or written, are merged into this Grant Award Letter.
D. Modification
The State may modify the terms and conditions of this Grant by issuance of an updated Grant
Award Letter, which shall be effective if Grantee accepts Grant Funds following receipt of
the updated letter. The Parties may also agree to modification of the terms and conditions of
the Grant in a formal amendment to this Grant, properly executed and approved in accordance
with applicable Colorado State law and State Fiscal Rules.
E. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Grant Award Letter to a statute, regulation, State Fiscal Rule, fiscal
policy or other authority shall be interpreted to refer to such authority then current, as may
have been changed or amended since the Grant Issuance Date. Grantee shall strictly comply
with all applicable Federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
F. Digital Signatures
If any signatory signs this agreement using a digital signature in accordance with the
Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of
digital signatures issued under the State Fiscal Rules, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Contract by reference.
G. Severability
The invalidity or unenforceability of any provision of this Grant Award Letter shall not affect
the validity or enforceability of any other provision of this Grant Award Letter, which shall
remain in full force and effect, provided that the Parties can continue to perform their
obligations under the Grant in accordance with the intent of the Grant.
H. Survival of Certain Grant Award Letter Terms
Any provision of this Grant Award Letter that imposes an obligation on a Party after
termination or expiration of the Grant shall survive the termination or expiration of the Grant
and shall be enforceable by the other Party.
1. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described above, this Grant Award
Letter does not and is not intended to confer any rights or remedies upon any person or entity
other than the Parties. Any services or benefits which third parties receive as a result of this
Grant are incidental to the Grant, and do not create any rights for such third parties.
J. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Grant Award
Letter, 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.
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K. Federal Provisions
Grantee shall comply with all applicable requirements of Exhibit C at all times during the
term of this Grant.
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller
or designee. If this Contract is for a Major Information Technology Project, as defined in
§24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the
State's Chief Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
C. 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 Governmental Immunity
Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and
28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S.
No term or condition of this Contract shall be construed or interpreted as a waiver, express
or implied, of any of the immunities, rights, benefits, protections, or other provisions,
contained in these statutes.
D. INDEPENDENT CONTRACTOR
Contractor shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to
be an agent or employee of the State. Contractor shall not have authorization, express or
implied, to bind the State to any agreement, liability or understanding, except as expressly
set forth herein. Contractor 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 Contractor or any of its
agents or employees. Contractor shall pay when due all applicable employment taxes
and income taxes and local head taxes incurred pursuant to this Contract. Contractor
shall (i) provide and keep in force workers' compensation and unemployment
compensation insurance in the amounts required by law, (ii) provide proof thereof when
requested by the State, and (iii) be solely responsible for its acts and those of its
employees and agents.
E. COMPLIANCE WITH LAW.
Contractor shall comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
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Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. 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 Contract shall be filed and proceedings
held in the State of Colorado and exclusive venue shall be in the City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Contract that requires the State to indemnify or hold Contractor
harmless; requires the State to agree to binding arbitration; limits Contractor's liability for
damages resulting from death, bodily injury, or damage to tangible property; or that conflicts
with this provision in any way shall be void ab initio. Nothing in this Contract shall be
construed as a waiver of any provision of §24-106-109 C.R.S. Any term included in this
Contract that limits Contractor's liability that is not void under this section shall apply only
in excess of any insurance to be maintained under this Contract, and no insurance policy shall
be interpreted as being subject to any limitations of liability of this Contract.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Contract shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Contractor hereby certifies and warrants that, during the
term of this Contract and any extensions, Contractor has and shall maintain in place
appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Contractor is in violation of this provision, the State may exercise any remedy
available at law or in equity or under this Contract, including, without limitation, immediate
termination of this Contract and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-241 and
24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Contract. Contractor
has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Contractor's services and Contractor shall not
employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-
202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the
State Controller may withhold payment under the State's vendor offset intercept system for
debts owed to State agencies for: (i) unpaid child support debts or child support arrearages;
(ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et
seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher
Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and
(v) other unpaid debts owing to the State as a result of final agency determination or judicial
action. The State may also recover, at the State's discretion, payments made to Contractor
in error for any reason, including, but not limited to, overpayments or improper payments,
and unexpended or excess funds received by Contractor by deduction from subsequent
payments under this Contract, deduction from any payment due under any other contracts,
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grants or agreements between the State and Contractor, or by any other appropriate method
for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§$-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services] Contractor certifies, warrants, and agrees that it does not knowingly employ or
contract with an illegal alien who will perform work under this Contract and will confirm the
employment eligibility of all employees who are newly hired for employment in the United
States to perform work under this Contract, through participation in the E -Verify Program or
the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor
shall not knowingly employ or contract with an illegal alien to perform work under this
Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that
the Subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under this Contract. Contractor (i) shall not use E -Verify Program or the program
procedures of the Colorado Department of Labor and Employment ("Department Program")
to undertake pre -employment screening of job applicants while this Contract is being
performed, (ii) shall notify the Subcontractor and the contracting State agency or institution
of higher education within 3 days if Contractor has actual knowledge that a Subcontractor is
employing or contracting with an illegal alien for work under this Contract, (iii) shall
terminate the subcontract if a Subcontractor does not stop employing or contracting with the
illegal alien within 3 days of receiving the notice, and (iv) shall comply with reasonable
requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5),
C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in
the Department program, Contractor shall deliver to the contracting State agency, Institution
of Higher Education or political subdivision, a written, notarized affirmation, affirming that
Contractor has examined the legal work status of such employee, and shall comply with all
of the other requirements of the Department program. If Contractor fails to comply with any
requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency,
institution of higher education or political subdivision may terminate this Contract for breach
and, if so terminated, Contractor shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that Contractor (i) is a citizen or otherwise lawfully present in the
United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101,
et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103,
C.R.S. prior to the Effective Date of this Contract.
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EXHIBIT A, STATEMENT OF WORK
A. Introduction
This grant program will reimburse the grantee for the purchase of 24 -hour drop boxes and associated
equipment. The program will also reimburse the grantee for the purchase or lease of equipment and
supplies necessary to operate newly required VSPCs.
B. Grantee Eligibility
The State will determine those grantees who are eligible for a grant. To make this determination, the
State will compare the number of drop boxes and VSPCs that a grantee had available on General Election
Day 2018 to the amount of drop boxes and VSPCs that a grantee will be required to open on General
Election Day 2020. Any grantee that shows an increase in either the amount of drop boxes or VSPCs
they will be required to have open on General Election Day 2020 from what they actually had open on
General Election Day 2018 will be eligible for grant money in the amounts specified in Exhibit B. A
grantee who believes that the Secretary of State's determination of eligibility is incorrect may contact
the Secretary of State's Elections Division to appeal the determination.
C. Costs Eligible for Reimbursement
The State will reimburse the grantee for up to 100% of the costs directly related to the purchase or
installation of a drop box, as specified in Exhibit B, including:
• The cost of the box;
• The cost of labor and supplies for installing the box;
• The cost of video surveillance and associated equipment; and
• The cost of labor and supplies for installing the video surveillance.
The State will reimburse the grantee for up to 100% of the costs directly related to the purchase or lease
of equipment and supplies necessary to open newly required VSPCs, as specified in Exhibit B, including:
• The cost of ballot marking devices and associated equipment;
• The cost of ICVA's, ATI's and associated equipment;
• The cost of carrying cases and power supplies necessary to operate the newly purchased
equipment and newly required VSPC locations;
• Ballot -on -demand printers;
• WebSCORE station equipment;
• Ballot collection boxes;
• Transportation supplies;
• Signage, paper stock, and other supplies; and
• Backup generators.
Exhibit A Page 1 of 2
The Secretary of State will not reimburse the grantee for non -equipment or supply related costs
associated with HB 19-1278 and will not reimburse the grantee for equipment used at a central count
location.
The State will determine those costs eligible for reimbursement under the grant program based on quotes
supplied by the grantee. The maximum amount to be reimbursed to the grantee is reflected in Exhibit B.
D. Reimbursement Formula
The amount of reimbursement the grantee will receive is based on the amount of new drop boxes or
VSPCs required by HB 19-1278. For each additional drop box required, the grantee will receive a
maximum of $10,000. For each additional VSPC required, the grantee will receive a maximum of
$50,000.00. The grantee will be reimbursed for 100% of the eligible costs noted in subsection C of this
Exhibit A.
E. Application for Reimbursement
To be eligible for reimbursement under this grant, the grantee must take the following action:
1. The grantee must submit an application approved by the State.
2. The State will review the application and provide the total costs reimbursable in
Exhibit B of this Agreement.
3. The State will distribute this Agreement to the grantee applying for a grant. Once this
Agreement is signed by all parties, the State will provide the grantee with a letter
approving the grantee to purchase the equipment quoted.
4. The grantee must submit receipts and invoices to the State showing the final purchase
price of the associated equipment and installation. Once the State has received all
receipts and invoices, the State will review the invoices and receipts. If the receipts and
invoices reflect that the purchases made are reimbursable as defined in this agreement,
and the total cost does not exceed the cost authorized in Exhibit B of this Agreement,
the State will reimburse the grantee by EFT or check.
5. Any costs in excess of the costs provided in Exhibit B of this Agreement must be
applied for separately using the process outlined in this Exhibit A by the grantee.
Counties are not eligible to receive grant money in excess of the total reimbursable as
defined in subsection D of this Exhibit A.
F. Federal Funds
This grant includes federal funds and is a sub -award as defined in §3 of this Grant Award Letter. Grantee
acknowledges and accepts that it is a sub -recipient of CDOS's grant from the Federal Elections
Assistance Commission. The Grant Number and Catalog of Federal Domestic Assistance (CFDA)
number are provided on the initial page of this grant agreement document.
Exhibit A Page 2 of 2
EXHIBIT B, BUDGET
A. Costs Reimbursable
Considering the eligibility factors listed in Exhibit A of this Agreement, the State has determined that
the grantee is eligible for the reimbursement of costs in the amount specified below.
B. Drop Box Reimbursable Costs Calculation
After review of the quotes submitted by the grantee, the State has determined that the grantee is
eligible for reimbursement in the amount of $12,134.84. This calculation is based on the quotes
provided by the grantee with the maximum amount for this initial grant award allowed based on the
formula below:
11
Total number of regular drop boxes required on General Election Day 2020
14
Total number of drop boxes open on General Election Day 2018
0
Total number of new regular drop boxes eligible for grant
+
2
Total number of additional college campus drop boxes required on General
Election Day 2020
2
Total number of all drop boxes eligible for this grant
x
$10,000
Maximum amount authorized per box
$20,000
Total maximum amount authorized for drop boxes
$7,865.16
Amount previously granted under initial grant agreement
$12,134.84
Maximum amount authorized for purchase and installation of drop boxes
for this grant award
Exhibit B Page 1 of 1
EXHIBIT C, FEDERAL PROVISIONS
I. 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 a part 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
Exhibit C Page 1 of 9
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 1 l l-
5).
2.1.3. "Contractor" means the party or parties to an Agreement funded, in whole or in part, with
Federal financial assistance, other than the Prime Recipient, and includes grantees,
subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting,
Contractor does not include Vendors.
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:llfedgov.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 Sub -award to a non -Federal
entity.
2.1.6. "Executive" means an officer, managing partner or any other employee in a management
position.
2.1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a
Federal agency to a Prime Recipient.
2.1.8. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a
Recipient as described in 2 CFR §200.37
2.1.9. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public
Law 109-282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is
referred to as the "Transparency Act."
2.1.10. "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. "Sub -award" means an award by a Recipient to a Subrecipient funded in whole or in part by
a Federal Award. The terms and conditions of the Federal Award flow down to the Award
unless the terms and conditions of the Federal Award specifically indicate otherwise 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 Sub -
award 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.
Exhibit C Page 2 of 9
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.
21.15. "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.
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;
2.1.1 7.4. 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 -I10, and A-122, OMB
Circulars A-89, A -IO2, and A-133, and the guidance in Circular A-50 on Single Audit Act
follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to
Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award
specifically indicate otherwise.
2.1.20. "Vendor" means a dealer, distributor, merchant or other seller providing property or services
required for a project or program funded by an Award. A Vendor is not a Prime Recipient or
a Subrecipient and is not subject to the terms and conditions of the Federal award. Program
compliance requirements do not pass through to a Vendor.
3. COMPLIANCE.
Exhibit C Page 3 of 9
3.1. Contractor shall comply with all applicable provisions of the Transparency Act, all applicable
provisions of the Uniform Guidance, and the regulations issued pursuant thereto, including but
not limited to these Federal Provisions. Any revisions to such provisions or regulations shall
automatically become a part of these Federal Provisions, without the necessity of either party
executing any further instrument. The State of Colorado may provide written notification to
Contractor of such revisions, but such notice shall not be a condition precedent to the
effectiveness of such revisions.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING
SYSTEM (DUNS) REQUIREMENTS.
4.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor
submits the final financial report required under the Award or receives final payment, whichever
is later. Contractor shall review and update SAM information at least annually after the initial
registration, and more frequently if required by changes in its information.
4.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update
Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration,
and more frequently if required by changes in Contractor's information.
5. TOTAL COMPENSATION.
5.1. Contractor shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
5.1.1. The total Federal funding authorized to date under the Award is $25,000 or more; and
5.1.2. In the preceding fiscal year, Contractor received:
5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Sub -awards subject to the
Transparency Act; and
5.1.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Sub -awards subject to the
Transparency Act; and
5.1.3. The public does not have access to information about the compensation of such Executives
through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986.
6. REPORTING.
6.1. Contractor shall report data elements to SAM and to the Prime Recipient as required in this
Exhibit if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct
payment shall be made to Contractor for providing any reports required under these Federal
Provisions and the cost of producing such reports shall be included in the 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
Exhibit C Page 4 of 9
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 Sub -award was made:
8.1.1.1. Subrecipient DUNS Number;
8.1.1.2. Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT)
account;
8.1.1.3. Subrecipient Parent DUNS Number;
8.1.1.4. Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and
Congressional District;
8.1.1.5. Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are
met; and
8.1.1.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if
criteria in §4 above met.
8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective
date of the Agreement, the following data elements:
8.1.2.1. Subrecipient's DUNS Number as registered in SAM.
8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State,
Country, Zip code + 4, and Congressional District.
9. PROCUREMENT STANDARDS.
9.1. Procurement Procedures. A Subrecepient 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 Subrecepient 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
Exhibit C Page 5 of 9
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 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. Subrecepient 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 SUBRECEPIENT CONTRACTS
12.1. If Contractor is a Subrecipient, then it shall comply with and shall include all of the following
applicable provisions in all subcontracts entered into by it pursuant to this Agreement.
12.1.1. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part
60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319,
12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,
Exhibit C Page 6 of 9
"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 contractor's commitments under section 202 of Executive Order
11246 of September 24, 1965, and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
12.1.1.1.4. Contractor will comply with all provisions of Executive Order 11246 of September
24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
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 Government contracts in accordance with procedures
authorized in Executive Order 11246 of September 24, 1965, and such other sanctions
may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as
otherwise provided by law.
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
Exhibit C Page 7 of 9
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. lithe 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 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 $150,000
must contain a provision that requires the non -Federal award to agree to comply with all
applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C.
7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-
1387). Violations must be reported to the Federal awarding agency and the Regional Office
of the Environmental Protection Agency (EPA).
12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see
2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the
System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR
180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3
CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the
Exhibit C Page 8 of 9
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 funds that
takes place in connection with obtaining any Federal award. Such disclosures are forwarded
from tier to tier up to the non -Federal award.
13. CERTIFICATIONS.
13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to
submit certifications and representations required by Federal statutes or regulations on an annual
basis. 2 CFR §200.208. Submission 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 Sub -awards 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.
Exhibit C Page 9 of 9
Grant Application and Resulting Grant Award Letter for Purchase and Installation of Drop
Boxes and Voting Equipment and Supplies
APPROVED AS TO SUBSTANCE:
Elected Official • epartme t ead
APPROVED AS TO FUNDING:
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County Attorney
APPROVED AS TO FORM:
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