HomeMy WebLinkAbout20200330.tiffRESOLUTION
RE: APPROVE APPLICATION FOR SCHOOL JUSTICE PARTNERSHIP INNOVATION
GRANT AND AUTHORIZE ELECTRONIC SUBMITAL
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 an Application for the School Justice
Partnership Innovation Grant from the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the District Attorney's Office, to the
Colorado Attorney General's Office, and the Colorado Department of Law Office of Community
Engagement, commencing upon full execution of signatures, with further terms and conditions
being as stated in said application, and
WHEREAS, after review, the Board deems it advisable to approve said application, 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 Application for the School Justice Partnership Innovation Grant from
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the District Attorney's Office, to the Colorado Attorney General's Office,
and the Colorado Department of Law Office of Community Engagement, be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the District Attorney's Office be, and
hereby is, authorized to submit said application electronically as the Agent for the Weld County
Board of Commissioners, Weld County Colorado.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 27th day of January, A.D., 2020.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: datifeiv ;eA,
Weld County Clerk to the Board
BY:
Deputy Clerk to the Boar
APPRQk ED AS
ty orney
Date of signature: O -/o6 4-0
Cc- OGAC 3 aCTCe.C/C,O)
03/o 2/2O
Mike Freeman, Chair
Steve Moreno, Pro-Tem
arbara Kirkmeyer
2020-0330
DA0027
BOCC STAFF USE
Date Set: Time:
BOARD OF COUNTY COMMISSIONERS
WORK SESSION REQUEST
Work Session Title: District Attorney Diversion Attorney General RFP Grant Application
Department/Office: District Attorney Date: 1/14/20
Person requesting work session: Kirsta Britton Extension: 4775
Has your commissioner coordinator/BOCC chair approved the work session?
E
Yes, Commissioner Coordinator
Yes, BOCC chair
Recommended length of time needed for discussion:
15 minutes n 20 minutes n 30 minutes n other (list)
In addition to yourself and the board, please list who should attend:
Michael Rourke OR Robb Miller
Brief description of the issue: (please select one) U[nformational only ['Action needed
The Attorney Generals Office has released a new grant application that we intend to apply for.
Options for the board:
Review the application and move it to a full Board Meeting for approval to submit.
Recommendation to the board:
Allow a vote for approval at a full Board meeting to be able to submit the grant.
BOARD CHAIR USE
Results/Outcomes:
2020-0330
O "O()al
IV. APPLICANT MANDATORY QUALIFICATIONS
To qualify for an award of a grant under this RFA, an applicant must meet the
following mandatory qualifications:
1. Be a qualified non-profit organization or governmental entity.
The applicant is the Weld County District Attorney's Office Juvenile Diversion Program
who has worked in conjunction with Weld County Restorative Justice, a part of a local
non-profit, providing Restorative Justice conferencing for Weld County Juvenile
Diversion participants. This partnership proposes a new program to serve schools using
Restorative Justice to decrease exclusionary school discipline practices and truancy.
2. Be able to demonstrate at least three years of operations and a record of fiscal
accountability.
Weld County government financial information can be found at
https://www.weldgov.com/departments/accounting for a history of financial audits and
accountability.
3. Have received and managed at least one other grant, including from a
government or other grantmaking organization.
The Weld County District Attorney's Office Juvenile Diversion Program has
administered a Division of Criminal Justice Juvenile Diversion grants since October
2006. The Weld County District Attorney's Office Juvenile Diversion Program has
received a Colorado Restorative Justice Council grant, and used to those funds to contract
with Weld County Restorative Justice, to provide RJ services to Diversion youth, since
2014.
VI. PROPOSAL COMPONENTS
All applications must address in detail the following components of the proposal.
Applications may include additional components at the applicant's discretion,
submitted as an Appendix.
1. Proposal Overview • Describe the problem and proposed solution in 150 words
or fewer.
In Weld County schools, there is a need for younger students in the elementary schools
and middle schools to learn to manage conflict and repair harm prior to reaching the legal
age of prosecution. Using existing partnerships, Weld County Restorative Justice
(WCRJ) and the Weld County District Attorney's Office Diversion Program, propose to
plan, form school partnerships, and respond to the identified needs of partnered schools
using RJ for reportable school incidents and/or truancy. Restorative Justice in schools
promotes a safe learning environment, provides alternatives to suspension, and prevents
the involvement in the juvenile justice system for school related events. Per HB 13-1254,
the Diversion Program partnered with non-profit, WCRJ, to provide RJ services to
Diversion participants. This partnership has met with great success for justice involved
youth, however, youth could be served with Restorative Justice programming in schools
prior to justice involvement becoming necessary.
2. Problem Description • Describe the specific problem to be addressed.
The Colorado Department of Education (CDE) reports the statewide truancy rate is
2.98%, yet numbers in the same report indicate that the truancy rate for all Weld County
schools is 6.7%. According to healthypeople.gov, white men aged 20-34, have an
incarceration rate of 1 in 57. However, when looking at white men in the same age group
who do not have a high school diploma or GED, the incarceration rate becomes 1 in 8.
Further, minority youth have higher rates of truancy than their white counterparts.
Greeley School District 6 is the largest school district in Weld County and per CDE is
comprised of 68% minority students.
In working with juveniles in the justice system through the partnership between the
Diversion Program and WCRJ, it has been reported time and again that students feel
unheard in their schools. As instructed, students report bullying incidents to adults in the
school yet feel that the school doesn't intervene. These incidents of conflict and bullying
escalate to fights and assaults and in turn, the juveniles enter the justice system. When
students speak about truancy, they often attribute it to a lack of respect from adults,
distressing events happening at school, problems socializing in school, and changes that
occur at home. These anxious and stressful feelings are serious enough to lead the
student to repeatedly miss school.
Community partners within the University of Northern Colorado teaching school have
discussed the lack of behavior management instruction that teacher candidates receive in
their own training to become teachers. Teachers and schools have incredible demands on
their time and aren't always equipped to deal with the breadth of conflict that occurs in
their classrooms. This in turn often results in disciplinary action to include exclusionary
practices such as suspension, expulsion, or contacting the police which initiates juvenile
justice system involvement. Restorative justice in education settings are gaining
momentum due to their ability to reduce violence, disciplinary infractions, school
suspensions, and expulsions by promoting positive behavioral change rather than
alienating and stigmatizing wayward adolescents (Stinchcomb et al., 2006). Restorative
Justice in schools has extensive success and yet, the funding and drive to bring RJ to the
classroom is not always sustainable as a result of short-term funding or administrative
changes from school year to school year.
This partnership proposes to have an outside entity, WCRJ work with the District
Attorney's Office Juvenile Diversion Program in order to provide services that schools
have been unable to organize, fund, and support themselves. WCRJ and the Diversion
Program will meet with school leaders and identify schools that could utilize Restorative
Justice programming to respond to school reportable incidents and/or truancy. The
collaboration will work with schools to develop a vision for RJ in schools, build
relationships, and create buy -in for school -based RJ. Teachers will be provided with
training, coaching, and support for incorporation of Restorative Justice for classroom
management. This effort would look to incorporate the concepts of RJ with existing
Social Emotional Learning curriculum already used in schools. Through safety and
connection, students will be able to manage conflict without actions resulting in justice
involvement or truancy. These funds will support outreach to schools, school readiness
assessments, and planning, training and coaching of school staff in order to address
behavior in schools, not in the justice system, thereby disrupting the school to prison
pipeline.
3. Problem and Solution Expertise • Include relevant data and information that
has been used to identify and assess the problem and design the solution. This
section should demonstrate that the applicant has the tools to address the
problem and the expertise in understanding the nature and dimension of the
problem. Any statistics or references used in this section should, when
possible, be gathered and documented for the applicant's specific geographical
area.
According to Taking Restorative Practices School -wide: Insights from Three Schools in
Denver by Yolanda Anyon, MSW, Ph.D.', after studying three schools who had
implemented Restorative Practices in Denver, there were four findings deemed essential
strategies for effective school -wide restorative practices. These include principal vision
and commitment, staff buy -in, professional development, and a full-time RP coordinator.
This has been the experience of Weld County Restorative Justice when it has previously
partnered with Greeley School District 6 and Weld RE -3J School District. In schools
where the principal was committed and had a vision for RJ, and the staff were trained in
restorative practices, the professional development provided by WCRJ was meaningful
and worked to impact the culture in the school. Dr. Anyons' paper also asserts that when
fully implemented, restorative practices in schools improve the climate and academic
achievement of the students and reduce racial disparities in school discipline.
This project will assess school and principal readiness and work with staff to make sure
that they are bought in to the process. Once these areas are established, the project will
provide professional development, training, coaching, and support to the schools
identified. Ideally, once these foundational pieces are in place and schools see impacts,
they will be willing to invest in a full-time RJ coordinator as deemed essential by the
Denver study. Part of the work of this project will be to demonstrate the benefits of
funding such a position in the school.
The proposed RJ in schools program will act as a proactive solution, preventing students
from entering into the pool of students at risk of expulsion by providing restorative
interventions that will offer alternatives to expulsions, suspensions, and police citations.
Students who have been suspended or expelled are more likely to be held back a grade
and drop out of school entirely and are three times more likely to come into contact with
the juvenile probation system. (US Department of Education 2012). RJ exposes
underlying issues for students and families where resources can be given. RJ builds and
repairs relationships, keeping students connected and included in school, which can
change a school's culture. Students are empowered to make the wrongs right by creating
solutions and being held accountable for reparation, thus lowering the likelihood of
recidivism and feeling safer at school.
As a partner in this project, the District Attorney's Office Diversion Program only works
with children after they've reached the legal age of prosecution, which is currently 10.
Despite this young age, children often present to the juvenile justice system with under -
addressed behavioral issues in school. Middle school children engage in physical fights
resulting in juvenile justice referrals because they are unable to address conflict in other
ways. Because of these findings, this project aims to focus these efforts in elementary
and middle schools with a goal of systemic change in how students approach adversity,
feel connection to their schools, and have more positive experiences when needing
behavior support.
The Weld County District Attorney's office and WCRJ have been working in
collaboration to provide Restorative Justice programming to Diversion youth as a part of
the Colorado Restorative Justice Council Pilot Program named in HB 13-1254. A paper
in draft2 regarding the impact on juvenile filing rates has shown that this partnership
resulted in a statistically significant drop in Juvenile District Court Filings after the
implementation of Restorative Justice process in the Diversion Program. The intent of
this new project is that further disruption of past trends can occur by offering alternatives
to traditional school discipline options.
'Anyon,Y. (2016) taking restorative practices school -wide: Insights from three schools in Denver. Denver,
CO: Denver School -Based Restorative Practices Partnership.
2Sliva, S.M. & Plassmeyer, M. (2019). Effects of restorative justice pre -file diversion legislation on
juvenile filing rates: An interrupted time series analysis (unpublished manuscript). Contact author for
copies: Shannon.sliva@du.edu
4. Program Design and Implementation • Describe the goals and objectives of the
proposed program, and identify strategies for achieving each program deliverable as
described;
• Describe all partners included in the proposed activity and their roles;
• Describe the implementation plan and timeline;
• Describe any plans for sustainability of the program beyond the grant cycle.
Goal 1: Based on Implementation Science, WCRJ will spend time planning and assessing schools
for RJ implementation.
Objective 1: Meet with district administration to identify target schools.
Objective 2: Assess readiness using a school readiness assessment tool to determine which schools
are a good fit for RJ.
Objective 3: Establish a vision of the program with the principal.
Objective 4: Generate staff buy -in through relationship building.
Objective 5: Begin Professional Development through training, coaching, and support of RJ in
schools.
Goal 2: Determine protocols for students who have been served by RJ in their school who then go on
to have juvenile justice involvement.
Objective 1: WCRJ, the school, and the DA's Office will develop information sharing practices
regarding school incidents reported to law enforcement.
Objective 2: The DA's Office will establish guidelines for incorporating this information in filing
determinations which will include incorporating this information in Diversion screenings.
Objective 3: The DA's Office will track juvenile justice referrals from participating schools for all
partners to facilitate feedback loops.
Goal 3: Create a sustainability plan so that schools can continue Restorative Justice in their
buildings.
Objective 1: Identify with participant schools meaningful outcome measures and the ways in which
that information is collected and analyzed.
Objective 2: Administer pre- and post -surveys with staff at identified points.
Objective 3: Use the aggregate data gathered to report to the schools the efficacy and benefit of
continuing to fund RJ in schools using site funds.
Objective 4: Evaluate the benefit and cost of in -school support rooms and in what ways this project
could support schools implementing those rooms.
The main players in this project will be staff at WCRJ, of which part of this award will fund. That
person will coordinate meetings, readiness assessment, planning, training, coaching, and the
hands-on work of the project. The Weld County District Attorney's Office Diversion Program
as the applicant agency and a participant on the WCRJ Advisory Board will provide support and
assistance in planning and administration of the project. Greeley School District 6 Assistant
Superintendent of Elementary and K-8 Leadership has already committed support to working
with the project and identifying schools. Continued partners will be identified if funding
permits.
Implementation Science is generally used in Restorative Justice efforts in order to implement
programming with fidelity. Implementation Science states that a full year should be devoted to
planning. With this funding stream, a year is not realistic, however, it is imperative to devote
time to planning so that the project can be implemented with fidelity. With the funding cycle
beginning in the summer months, it is anticipated that the first semester of the 2020-2021 school
year will be spent on planning and readiness. If training cannot be started in the first semester, it
will begin in earnest during the second semester of the school year. Professional Development
will be offered during the summer of 2021with support and coaching in the second year of
funding by WCRJ staff, for teachers and school staff It is anticipated that by the second year,
school staff will be facilitating regular connection circles and responding to harm using RJ
circles.
Using data from this project, schools ideally will recognize the benefit of continuing this initiative
with in-house funding after this grant expires. Data will be collected during the funding period
to inform success, to determine necessary changes in programming, and will be used to state the
efficacy of using Restorative Justice in schools. The data will note the impact on school
behavioral incidents, and also the impact on academic success when students feel safe and
connected in the school environment. If individual schools are unable to secure funding to
propel this initiative forward, data gathered from this funding period is anticipated to be
meaningful to potential future funders.
5. Performance Measures • Identify what data will be collected and how the information
will be used to guide and assess the program;
• Describe the process the applicant will use to measure program performance. This
should include metrics for evaluation of impact.
In year one, the program will track school engagements and commitment to work with WCRJ and
Diversion staff, trainings completed, and hours spent working with schools, teachers, and staff.
Further, through the planning process, it will be determined what data is meaningful to schools
and in what ways that information will be collected and analyzed.
In year two, the team will measure hours spent working with schools, teachers, and staff, and
numbers of circles completed. The collaboration will need to work with schools on
measurement.
WCRJ and the District Attorney's Office Diversion Program will collect and store data. The local
juvenile justice system has had success partnering with University of Northern Colorado students
to analyze data and would look forward to partnering similarly to analyze this data. In looking at
the disruption of the school to prison pipeline, the data will need to be analyzed on two fronts;
from a school discipline referral angle and from a juvenile justice system entry angle. The
partners in this project are uniquely situated to be able to look at this data in concert to determine
efficacy of this work. Tracking success real-time will allow changes to be made as necessary.
Once partner schools are determined, part of the planning process will include gathering school
discipline referrals for years past as well as law enforcement contacts initiated by school staff to
determine a baseline. As Restorative Justice is incorporated into the classroom, the same data
will be gathered again to evaluate if a decrease is occurring. Similarly, surveys will be
administered to gather data from those involved about the process. Metrics include school
disciplinary actions and contacts to law enforcement. Additional metrics will be added to reflect
the wants and needs of partner schools.
6. Budget • Submit a budget that is complete, cost-effective, accountable, and allowable
(e.g., reasonable, allocable, and necessary for program activities);
• Budget narratives should demonstrate generally how the applicant will maximize cost
effectiveness of grant expenditures. They should explain how costs are intended to
meet the objectives of the program and show all calculations. Budget narratives
should demonstrate cost effectiveness in relation to potential alternatives and the
objectives of the program.
The program will be staffed by a Program Manager. This person will be responsible for all outreach,
relationship building, training when possible, coaching of staff, and administration of the project.
The salary for this position is $60,000 with benefits costing approximately 40%. This project
would fund .48 of this full time position with $24,000 going towards salary and $16,000 going
towards benefits. Benefits include retirement, health insurance, life insurance, disability
insurance, and dental insurance for all regular employees working more than 30 hours per week.
Unemployment insurance, workers' compensation, and social security are also included in this
figure. Absent the salary for this position, this outreach and school expansion will not be
possible.
In addition to this essential staff position, who would be able to do most of the training for school
staff, there are some areas of expertise where it would be beneficial to contract with others. For
example, training in areas of cultural competency to match the demographics of the school
served could potentially best be done by a contracted agent. This is a priority to ensure the
equitable application of school disciplinary practices across all economic, racial, gender, and
ethnic groups.
Another example where a budget for a contractor would be beneficial would be to pay a stipend
to an RJ facilitator who can speak the native language of the parent or community members
involved in the RJ circle. At times, Language Line or a translator is also necessary.
These combined expenses are estimated to cost approximately $8000.
Weld County is very large, approximately the size as the state of Rhode Island. RJ works best
within the community where the harm occurred. It has yet to be determined which schools will
be included in this project but driving to various campuses will be required. Mileage estimates
for one year are $1000 at the non-profit partners rate of 43 cents per mile.
Supplies include training workbooks, paper, pens, and general office supplies. This expense is
estimated to be approximately $1000 per year.
$40,000 salary and benefits
$8000 training/contracting
$1000 Mileage
$1000 Supplies
7. Relevant Experience • Provide descriptions of at least one program the applicant has
overseen that directly affected the target population;
• Provide contact information for three references in support of the program:
o One reference should be management -level staff within the applicant organization;
o One reference should be management -level staff outside the applicant organization,
ideally with a relevant partner;
o There are no restrictions on the third reference; however, it is encouraged that this
reference be a member of the impacted population.
The applicant has offered Diversion programming for juveniles over the age of 10 starting in 2005
with funding from DCJ Diversion grants starting in 2006. The partnership between the DA's
Office Diversion Program and Weld County Restorative Justice has been funded with grants
from the Colorado Restorative Justice Council since 2014. In calendar year 2019, 21% of all
juvenile cases presented to the Weld County District Attorney's Office were diverted from the
traditional justice system into Diversion. In calendar year 2019, 68% of juveniles who
participated in Diversion in Weld County were referred to participate in Restorative Justice
Programming. Anecdotally, some of the most powerful Restorative Justice circles to come from
this partnership have occurred in schools, with school staff, school resource officers, students
and parents coming together to discuss the harm caused within the school structure. It is through
this work, that the need for RJ programming in schools has become very apparent.
References:
Michael Rourke
Weld County District Attorney
PO Box 1167, Greeley, CO 80632-1167
970-400-4750
mrourke@co.weld.co.us
Jenny Wakeman
Executive Director of Support Programs
Weld County School District RE -3J
PO Box 1022, Hudson, CO 80642
(303)536-2002
jennywakeman@re3j.com
Wes Tuttle
Assistant Superintendent of Elementary and K-8 Leadership
Greeley School District 6
1025 9th Avenue, Greeley, CO 80631
970-348-6265
wtuttle@greeleyschools.org
STATE «F COLORADO, I ARTMENT OF LAW
OFFICE OF COMMUNITY ENGAGEMENT
RALPH L. CARR, COLORADO JUDICIAL CENTER
1300 Broadway, 10th Floor
Denver, Colorado 80203
Phone (720) 508-6000
REQUEST FOR APPLICATIONS
School Justice Partnership Innovation Grant
202r-01
Table of Contents
I. INTRODUCTION 3
II. FUNDING OPPORTUNITY 3
III. AVAILABLE FUNDING 4
IV. APPLICANT MANDATORY QUALIFICATIONS 4
V. APPLICATION PROCESS 4
VI. PROPOSAL COMPONENTS 4
VII. EVALUATION PROCESS a CRITERIA 5
VIII. SCHEDULE OF ACTIVITIES 6
IX. QUESTIONS AND RESPONSES 6
X. NOTIFICATION OF AWARD 6
XI. GRANT PERIOD 6
XII. AWARD OF GRANT 6
XIII. POINT OF CONTACT 7
APPENDIX A: GRANT AGREEMENT 8
I. INTRODUCTION
The Attorney General and the Department of Law ("DOL"), collectively referred to as the Colorado
Attorney General's Office, represents and defends the legal interests of the people of the State of
Colorado and its sovereignty. The Attorney General exercises the responsibilities given to the office
by the Colorado Constitution, statutes enacted by the Colorado General Assembly, and the common
law.
The Office of Community Engagement ("OCE") serves as Coloradans' open door to the AG's Office.
We build relationships and establish meaningful dialogue across Colorado, working hard to truly
hear the needs, ideas, and voices of the people of our state.
We engage with Coloradans on a range of issues —from criminal justice reform, to financial literacy
and protecting consumers, to addressing the opioid epidemic, protecting our land, air, and water,
and many others —through three primary areas of work: outreach and engagement, state impact
programs, and partnerships.
DOL funds authorized by C.R.S. § 24-31-108 serve as the primary source of support for OCE funded
partnerships. These partnerships support a diverse range of organizations throughout Colorado that
address critical challenges facing our State. The Department works with partners to develop and
fund data -driven, high -impact programs that can develop long-term success and build a sustainable
foundation.
II. FUNDING OPPORTUNITY
The DOL announces that grant applications are being accepted for funding to support programs to
promote positive School Justice Partnerships, to reduce what is sometimes referred to as the
"school -to -prison pipeline." Funds will support entities in starting and developing innovative
programming to achieve any or all of the following objectives:
1. Reduce the level of youth incarceration in Colorado;
2. Develop sound and effective alternatives to practices that lead to criminal records and
incarceration, which could include restorative practices, restorative justice, and diversion
programs;
3. Develop programming that ensures a safe learning environment but also, when possible,
supports practices alternative to the severe exclusionary consequences of suspension or
expulsion; and
4. Ensure the equitable application of school discipline practices across economic, gender,
racial, and ethnic groups.
Applications should propose in detail at least one new program that promotes one or more of the
above -stated objectives, based on a funding grant of up to $50,000 per year for a two-year term
with DOL having a unilateral option to renew for a third year. The Department anticipates funding
multiple organizations. Organizations must submit applications through the Request for Application
(RFA) website form.
This RFA solicits applications to help organizations start new programming. DOL anticipates a
possible subsequent RFA to support organizations in scaling existing programs.
We look forward to hearing innovative ideas for keeping school communities safe and improving
outcomes for Colorado youth, through a fairer and more equitable response to discipline.
III. AVAILABLE FUNDING
DOL anticipates making grants to 4-5 organizations, each grant in the amount of $50,000 per year
for two-year terms with DOL having a unilateral option to renew for a third year. The source of
funding is Department of Law funds under C.R.S. S 24-31-108.
IV. APPLICANT MANDATORY QUALIFICATIONS
To qualify for an award of a grant under this RFA, an applicant must meet the following mandatory
qualifications:
1. Be a qualified non-profit organization or governmental entity;
2. Be able to demonstrate at least three years of operations and a record of fiscal
accountability; and
3. Have received and managed at least one other grant, including from a government or other
grantmaking organization.
V. APPLICATION PROCESS
For consideration of award, an applicant for the School Justice Partnership Innovation Grant (RFA
#2020-01) must submit a completed, online application no later than 11:59 p.m. on January 31,
2020 via the RFA website.
A completed application must include, as a single combined PDF:
1. Demonstration that applicant meets all mandatory qualifications of Section IV;
2. A copy of the applicant's most current W-9, completed and signed; and
3. A completed Grant Application (Appendix A) that addresses all proposal components set out
in Section VI.
No hard copies of applications will be accepted. Applications submitted after the application
submission deadline will not be accepted.
If you are unable to submit your application online, please contact the Office of Community
Engagement at 720-508-6000 or email oce_partnerships@coag.gov.
VI. PROPOSAL COMPONENTS
All applications must address in detail the following components of the proposal. Applications may
include additional components at the applicant's discretion, submitted as an Appendix.
1. Proposal Overview
• Describe the problem and proposed solution in 150 words or fewer.
2. Problem Description
• Describe the specific problem to be addressed.
3. Problem and Solution Expertise
• Include relevant data and information that has been used to identify and assess the
problem and design the solution. This section should demonstrate that the applicant
has the tools to address the problem and the expertise in understanding the nature
and dimension of the problem. Any statistics or references used in this section
should, when possible, be gathered and documented for the applicant's specific
geographical area.
4. Program Design and Implementation
• Describe the goals and objectives of the proposed program, and identify strategies
for achieving each program deliverable as described;
• Describe all partners included in the proposed activity and their roles;
• Describe the implementation plan and timeline;
• Describe any plans for sustainability of the program beyond the grant cycle.
5. Performance Measures
• Identify what data will be collected and how the information will be used to guide
and assess the program;
• Describe the process the applicant will use to measure program performance. This
should include metrics for evaluation of impact.
6. Budget
• Submit a budget that is complete, cost-effective, accountable, and allowable (e.g.,
reasonable, allocable, and necessary for program activities);
• Budget narratives should demonstrate generally how the applicant will maximize cost
effectiveness of grant expenditures. They should explain how costs are intended to
meet the objectives of the program and show all calculations. Budget narratives
should demonstrate cost effectiveness in relation to potential alternatives and the
objectives of the program.
7. Relevant Experience
• Provide descriptions of at least one program the applicant has overseen that directly
affected the target population;
• Provide contact information for three references in support of the program:
o One reference should be management -level staff within the applicant
organization;
o One reference should be management -level staff outside the applicant
organization, ideally with a relevant partner;
o There are no restrictions on the third reference; however, it is encouraged
that this reference be a member of the impacted population.
VII. EVALUATION PROCESS Et CRITERIA
DOL will review each application to determine whether the application includes all required
information and documentation. Applicants that do not meet all requirements specified above will
be disqualified, and their applications will not be considered for a grant award.
An evaluation committee will review each qualifying application proposal based on the criteria
identified above and will make a separate determination for an award of a grant for each qualifying
proposal. Only individuals on the evaluation committee will evaluate proposals for grant awards.
DOL will determine, at its sole discretion, whether to make a single grant award, multiple grant
awards, or no grant awards.
VIII. SCHEDULE OF ACTIVITIES
Below is the schedule of activities for this RFA. Dates in this schedule are subject to change at the
discretion of DOL.
KEY ACTIVITIES
DATES
Request for Applications (RFA) posted
December 18, 2019
Questions Deadline
January 15, 2020
Application Submission Deadline
January 31, 2020
IX. QUESTIONS AND RESPONSES
Applicants are encouraged to submit questions regarding any aspect of this RFA. Substantive
questions about the RFA must be submitted via e-mail to oce partnerships@coag.gov no later than
11:59 p.m. on January 15, 2020. Each such e-mail must include the following:
• The RFA number, RFA #2020-01 and title: "School Justice Partnership Innovation Grant"
listed in the subject line.
• The section number and title in the RFA that precedes the text on which the question is
based.
DOL will issue all responses to valid questions received prior to the Question Deadline on the RFA
webpage. Inquires received after the Question Deadline will not be addressed.
X. NOTIFICATION OF AWARD
All applicants will be notified via e-mail of the Grantee Selection Et Notification of Award status.
DOL reserves the right to delay the award date or to cancel the RFA in its entirety and issue no
award.
XI. GRANT PERIOD
The Grant Period of each awarded grant will vary by award. However, DOL intends to issue grants
with a two-year initial grant period, with DOL having a unilateral option to extend the grant period
for a third year, as determined during the first or second year of the initial Grant Period.
XII. AWARD OF GRANT
By submitting an application, the applicant is agreeing to the terms and conditions set forth in
Appendix A (Draft Grant Agreement) in the event of an award. An applicant may not modify the
terms and conditions, and DOL will not enter negotiations with applicant awardees regarding the
terms and conditions.
DOL and each grant awardee will enter into a Grant Agreement substantially similar to Appendix A.
Each Grant Agreement will contain additional terms, including but not limited to a scope of work
implementing the awardee's proposal and specific reporting requirements tailored to the proposal.
An award pursuant to the RFA does not constitute a contract. DOL reserves the right to rescind an
award in the event the DOL and the grant awardee cannot reach a mutually -acceptable Grant
Agreement, as determined by DOL at its sole discretion.
DOL will reimburse grantees for activity during the award period upon submission of an invoice that
coincides with the budget as stated in the Grant Agreement. DOL will not reimburse any expenses
incurred before the executed date of a Grant Agreement.
XIII. I . POINT OF CONTACT
DOL's point of contact for this RFA is:
Lena S. Fishman
Partnerships Manager I Office of Community Engagement
Office of the Attorney General I Colorado Department of Law
oce partnerships@coag.Qov
APPENDIX A: GRANT AGREEMENT
STATE OF COLORADO GRANT AGREEMENT
COVER PAGE
State Agency
Department of Law
Agreement Number
Insert CMS number or Other Agreement Number
Grantee
Insert Grantee's Full Legal Name.
Agreement Performance Beginning Date
The later of the Effective Date or Month Day, Year
Initial Agreement Expiration Date
Month Day, Year
Agreement Maximum Amount
Initial Term
State Fiscal Year 20xx $0.00
Extension Terms
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
Total for All State Fiscal Years $0.00
Fund Expenditure End Date
Month Day, Year
Agreement Authority
Insert Brief Description of the Authority to enter into the
Agreement. Include federal authority if appropriate.
Agreement Purpose
Briefly describe the Agreement's purpose
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A, Statement of Work.
2. Exhibit B, Sample Option Letter.
3. Exhibit C, Budget.
4. Exhibit D, Federal Provisions.
In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such conflict or
inconsistency shall be resolved by reference to the documents in the following order of priority:
1. Colorado Special Provisions in §18 of the main body of this Agreement.
2. Exhibit D, Federal Provisions.
3. The provisions of the other sections of the main body of this Agreement.
4. Exhibit A, Statement of Work.
5. Exhibit B, Sample Option Letter.
6. Exhibit C, Budget.
Principal Representatives
For the State: For Grantee:
Name Name
Department Name Company Name
Address Address
Address Address
City, State Zip City, State Zip
Email Email
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement
and to bind the Party authorizing such signature.
GRANTEE
INSERT -Legal Name of Grantee
STATE OF COLORADO
Jared S. Polis, Governor
Department of Law
Philip J. Weiser, Attorney General
By: Name & Title of Person Signing for Grantee
Date:
By: Name & Title of Person Signing for Agency or IHE
Date:
2nd State or Grantee Signature if Needed
By: Name & Title of Person Signing for Signatory
Date:
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: Name of Agency or IHE Delegate -Please delete if agreement will be routed to OSC for approval
Effective Date:
1. PARTIES
This Agreement is entered into by and between Grantee named on the Cover Page for this
Agreement (the "Grantee"), and the STATE OF COLORADO acting by and through the State
agency named on the Cover Page for this Agreement (the "State"). Grantee and the State agree to
the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds
shall be expended by the Fund Expenditure End Date shown on the Signature and Cover Page
for this Agreement. The State shall not be bound by any provision of this Agreement before
the Effective Date, and shall have no obligation to pay Grantee for any Work performed or
expense incurred before the Effective Date, except as described in §5.D, or after the Fund
Expenditure End Date. If the Work will be performed in multiple phases, the period of
performance start and end date of each phase is detailed under the Project Schedule in Exhibit
B. Initial Term
The Parties' respective performances under this Agreement shall commence on the
Agreement Performance Beginning Date shown on the Cover Page for this Agreement and
shall terminate on the Initial Agreement Expiration Date shown on the Cover Page for this
Agreement (the "Initial Term") unless sooner terminated or further extended in accordance
with the terms of this Agreement.
C. Extension Terms - State's Option
The State, at its discretion, shall have the option to extend the performance under this
Agreement beyond the Initial Term for a period, or for successive periods, of one year or less
at the same rates and under the same terms specified in this Agreement (each such period an
"Extension Term"). In order to exercise this option, the State shall provide written notice to
Grantee in a form substantially equivalent to Sample Option Letter attached to this
Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in place,
the State, at its discretion, upon written notice to Grantee as provided in §14, may unilaterally
extend such Initial Term or Extension Term for a period not to exceed two months (an "End
of Term Extension"), regardless of whether additional Extension Terms are available or not.
The provisions of this Agreement in effect when such notice is given shall remain in effect
during the End of Term Extension. The End of Term Extension shall automatically terminate
upon execution of a replacement Agreement or modification extending the total term of this
Agreement.
E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado
as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to
further the public interest of the State, the State, in its discretion, may terminate this
Agreement in whole or in part. A determination that this Agreement should be terminated in
the public interest shall not be equivalent to a State right to terminate for convenience. This
subsection shall not apply to a termination of this Agreement by the State for breach by
Grantee, which shall be governed by 12.A.i.
i. Method and Content
The State shall notify Grantee of such termination in accordance with §14. The notice
shall specify the effective date of the termination and whether it affects all or a portion
of this Agreement, and shall include, to the extent practicable, the public interest
justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Grantee shall
be subject to the rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Grantee
an amount equal to the percentage of the total reimbursement payable under this
Agreement that corresponds to the percentage of Work satisfactorily completed and
accepted, as determined by the State, less payments previously made. Additionally, if
this Agreement is less than 60% completed, as determined by the State, the State may
reimburse Grantee for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Grantee which are directly attributable
to the uncompleted portion of Grantee's obligations, provided that the sum of any and
all reimbursement shall not exceed the maximum amount payable to Grantee hereunder.
F. 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. "Agreement" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto.
B. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a
Federal Award. The terms and conditions of the Federal Award flow down to the Award
unless the terms and conditions of the Federal Award specifically indicate otherwise.
C. "Breach of Agreement" means the failure of a Party to perform any of its obligations in
accordance with this Agreement, in whole or in part or in a timely or satisfactory manner.
The institution of proceedings under any bankruptcy, insolvency, reorganization or similar
law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or
any of its property, which is not vacated or fully stayed within 30 days after the institution of
such proceeding, shall also constitute a breach. If Grantee is debarred or suspended under
§24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or
suspension shall constitute a breach.
D. "Budget" means the budget for the Work described in Exhibit C.
E. "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 §24-11-101(1), C.R.S.
F. "CM" 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 §24-72-302, C.R.S.
G. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S.
H. "Effective Date" means the date on which this Agreement is approved and signed by the
Colorado State Controller or designee, as shown on the Signature for this Agreement.
I. "End of Term Extension" means the time period defined in §2.D.
J. "Exhibits" means the exhibits and attachments included with this Agreement as shown on
the Cover Page for this Agreement.
K. "Extension Term" means the time period defined in §2.C.
L. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement
contract, under the Federal Acquisition Regulations or by a formula or block grant, by a
Federal Awarding Agency to the Recipient. "Federal Award" 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.
M. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a
Recipient. Insert Federal Awarding Agency's Full Legal Name and Acronym is the Federal
Awarding Agency for the Federal Award which is the subject of this Agreement.
N. "Goods" means any movable material acquired, produced, or delivered by Grantee as set
forth in this Agreement and shall include any movable material acquired, produced, or
delivered by Grantee in connection with the Services.
O. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by the State under this Agreement.
P. "Incident" means any accidental or deliberate event that results in or constitutes an imminent
threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of
any communications or information resources of the State, which are included as part of the
Work, as described in §§24-37.5-401 et. seq. C.R.S. Incidents include, without limitation (i)
successful attempts to gain unauthorized access to a State system or State Information
regardless of where such information is located; (ii) unwanted disruption or denial of service;
(iii) the unauthorized use of a State system for the processing or storage of data; or (iv)
changes to State system hardware, firmware, or software characteristics without the State's
knowledge, instruction, or consent.
Q. "Initial Term" means the time period defined in §2.B.
R. "Matching Funds" means the funds provided Grantee as a match required to receive the
Grant Funds.
S. "Party" means the State or Grantee, and "Parties" means both the State and Grantee.
T. "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.
U. "PII" means personally identifiable information including, without limitation, any
information maintained by the State about an individual that can be used to distinguish or
trace an individual's identity, such as name, social security number, date and place of birth,
mother's maiden name, or biometric records; and any other information that is linked or
linkable to an individual, such as medical, educational, financial, and employment
information. PII includes, but is not limited to, all information defined as personally
identifiable information in §24-72-501, C.R.S.
V. "PHI" means any protected health information, including, without limitation any information
whether oral or recorded in any form or medium: (i) 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
(ii) 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. PHI includes, but is not limited to, any
information defined as Individually Identifiable Health Information by the federal Health
Insurance Portability and Accountability Act.
W. "Recipient" means the State agency shown on the Signature and Cover Page of this
Agreement, for the purposes of this Federal Award.
X. "Services" means the services to be performed by Grantee as set forth in this Agreement, and
shall include any services to be rendered by Grantee in connection with the Goods.
Y. "State Confidential Information" means any and all State Records not subject to disclosure
under CORA. State Confidential Information shall include, but is not limited to, PII, PHI,
PCI, Tax Information, CJI, and State personnel records not subject to disclosure under
CORA. State Confidential Information shall not include information or data concerning
individuals that is not deemed confidential but nevertheless belongs to the State, which has
been communicated, furnished, or disclosed by the State to Grantee which (i) is subject to
disclosure pursuant to CORA; (ii) is already known to Grantee without restrictions at the time
of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach
of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, 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.
Z. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a), C.R.S.
AA. "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.
BB. "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.
CC. "Subcontractor" means third -parties, if any, engaged by Grantee to aid in performance of
the Work. "Subcontractor" also includes sub -grantees of grant funds.
DD. "Subrecipient" means a non -Federal entity that receives a sub -award from a Recipient to
carry out part of a Federal program, but does not include an individual that is a beneficiary
of such program. A Subrecipient may also be a recipient of other Federal Awards directly
from a Federal Awarding Agency. For the purposes of this Agreement, Grantee is a
Subrecipient.
EE. "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.
FF. "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.
GG. "Work" means the Goods delivered and Services performed pursuant to this Agreement.
HH. "Work Product" means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, information, and any other results of the Work.
"Work Product" does not include any material that was developed prior to the Effective Date
that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined 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 Agreement and in accordance with the
provisions of Exhibit A. The State shall have no liability to compensate Grantee for the delivery
of any goods or the performance of any services that are not specifically set forth in this Agreement.
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 Agreement that exceeds the Agreement
Maximum for each State Fiscal Year shown on the Signature and Cover Page of this
Agreement.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Grantee in the amounts and in accordance with the schedule
and other conditions set forth in Exhibit A.
b. Grantee shall initiate payment requests by invoice to the State, in a form and
manner approved by the State.
c. The State shall pay each invoice within 45 days following the State's receipt of
that invoice, so long as the amount invoiced correctly represents Work completed
by Grantee and previously accepted by the State during the term that the invoice
covers. If the State determines that the amount of any invoice is not correct, then
Grantee shall make all changes necessary to correct that invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work
performed or deliverables provided under this Agreement.
ii. Interest
Amounts not paid by the State within 45 days of the State's acceptance of the invoice
shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per
month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however,
that interest shall not accrue on unpaid amounts that the State disputes in writing.
Grantee shall invoice the State separately for accrued interest on delinquent amounts,
and the invoice shall reference the delinquent payment, the number of day's interest to
be paid and the interest rate.
iii. 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.
iv. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the
current State Fiscal Year. Payment to 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, terminate this Agreement, in whole or
in part, without incurring further liability. The State shall, however, remain obligated
to pay for Services and Goods that are delivered and accepted prior to the effective date
of notice of termination, and this termination shall otherwise be treated as if this
Agreement were terminated in the public interest as described in §2.E.
v. Federal Recovery
The close-out of a Federal Award does not affect the right of the Federal Awarding
Agency or the State to disallow costs and recover funds on the basis of a later audit or
other review. Any cost disallowance recovery is to be made within the Record
Retention Period, as defined below.
C. Matching Funds.
Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have
raised the full amount of Matching Funds prior to the Effective Date and shall report to the
State regarding the status of such funds upon request. 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" in Exhibit A has been legally
appropriated for the purposes of this Agreement by its authorized representatives and paid
into its treasury or bank account. 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.
D. Reimbursement of Grantee Costs.
The State shall reimburse Grantee's allowable costs, not exceeding the maximum total
amount described in Exhibit A and §5.A for all allowable costs described in this Grant 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 Agreement 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 review and approval
thereof, subject to the provisions of this Agreement and Exhibit A. However, any costs
incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific
allowance of pre -award costs and indication that the Federal Award funding is retroactive.
Grantee's costs for Work performed after the Fund Expenditure End Date shown on the
Signature and Cover Page for this Agreement, 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:
i. Reasonable and necessary to accomplish the Work and for the Goods and Services
provided; and
ii. Equal to the actual 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 Award within 45 days after the Fund Expenditure End Date shown
on the Signature and Cover Page for this Agreement. 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. The State will withhold 5% of
allowable costs until all final documentation has been submitted and accepted by the State as
substantially complete. If the Federal Awarding Agency has not closed this Federal Award
within one year and 90 days after the Fund Expenditure End Date shown on the Signature
and Cover Page for this Agreement 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. Quarterly Reports.
In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any
Agreement having a term longer than three months, Grantee shall submit, on a quarterly basis,
a written report specifying progress made for each specified performance measure and
standard in this Agreement. Such progress report shall be in accordance with the procedures
developed and prescribed by the State. Progress reports shall be submitted to the State not
later than five Business Days following the end of each calendar quarter or at such time as
otherwise specified by the State.
B. Litigation Reporting
If 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 shall, within 10 days after being served, notify the State of such action
and deliver copies of such pleading or document to the State's principal representative
identified on the Cover Page for this Agreement.
C. Performance and Final Status
Grantee shall submit all financial, performance and other reports to the State no later than 45
calendar days after the end of the Initial Term if no Extension Terms are exercised, or the
final Extension Term exercised by the State, containing an evaluation and review of Grantee's
performance and the final status of Grantee's obligations hereunder.
D. 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
Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a
complete file of all records, documents, communications, notes and other written materials,
electronic media files, and communications, pertaining in any manner to the Work or the
delivery of Services (including, but not limited to the operation of programs) or Goods
hereunder. Grantee shall maintain such records 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 findings have been resolved and final action taken
by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant
agency for audit, oversight or indirect costs, and the State, may notify 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.
B. Inspection
Grantee shall permit the State 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.
C. Monitoring
The State will 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, may monitor Grantee's performance of its
obligations under this Agreement using procedures as determined by that governmental
entity. 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. 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.
D. 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 Agreement 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 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. 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 Agreement 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 Agreement, 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 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 Subcontractor 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.
C. Use, Security, and Retention
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 Agreement, 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. Unless Grantee can establish that 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 directed 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 costs thereof.
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 seq., C.R.S.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Grantee shall not engage in any business or activities, or maintain any relationships that
conflict in any way with the full performance of the obligations of Grantee under this
Agreement. Such a conflict of interest would arise when a Grantee or Subcontractor's
employee, officer or agent were to offer or provide any tangible personal benefit to an
employee of the State, or any member of his or her immediate family or his or her partner,
related to the award of, entry into or management or oversight of this Agreement.
B. Apparent Conflicts of Interest
Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict
of interest shall be harmful to the State's interests. Absent the State's prior written approval,
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 Agreement.
C. Disclosure to the State
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. 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.
10. INSURANCE
Grantee shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain,
insurance as specified in this section at all times during the term of this Agreement. All insurance
policies required by this Agreement that are not provided through self-insurance shall be issued by
insurance companies as approved by the State.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Grantee or Subcontractor employees acting within the course and
scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non -owned
autos) with a minimum limit of $1,000,000 each accident combined single limit.
D. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI,
Tax Information, and CJI, and claims based on alleged violations of privacy rights through
improper use or disclosure of protected information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Additional Insured
The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed
operations) required of Grantee and Subcontractors.
H. Primacy of Coverage
Coverage required of Grantee and each Subcontractor shall be primary over any insurance or
self-insurance program carried by Grantee or the State.
I. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or non -
renewal, except for cancellation based on non-payment of premiums, without at least 30 days
prior notice to Grantee and Grantee shall forward such notice to the State in accordance with
§14 within seven days of Grantee's receipt of such notice.
J. Subrogation Waiver
All commercial insurance policies secured or maintained by Grantee or its Subcontractors in
relation to this Agreement shall include clauses stating that each carrier shall waive all rights
of recovery under subrogation or otherwise against Grantee or the State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
K. Public Entities
If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity
Act, §24-10-101, et seq., C.R.S. (the "GIA"), Grantee shall maintain, in lieu of the liability
insurance requirements stated above, at all times during the term of this Agreement such
liability insurance, by commercial policy or self-insurance, as is necessary to meet its
liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA,
Grantee shall ensure that the Subcontractor maintain at all times during the terms of this
Grantee, in lieu of the liability insurance requirements stated above, such liability insurance,
by commercial policy or self-insurance, as is necessary to meet the Subcontractor's
obligations under the GIA.
L. Certificates
For each commercial insurance plan provided by Grantee under this Agreement, Grantee
shall provide to the State certificates evidencing Grantee's insurance coverage required in
this Agreement within seven Business Days following the Effective Date. Grantee shall
provide to the State certificates evidencing Subcontractor insurance coverage required under
this Agreement within seven Business Days following the Effective Date, except that, if
Grantee's subcontract is not in effect as of the Effective Date, Grantee shall provide to the
State certificates showing Subcontractor insurance coverage required under this Agreement
within seven Business Days following Grantee's execution of the subcontract. No later than
15 days before the expiration date of Grantee's or any Subcontractor's coverage, Grantee
shall deliver to the State certificates of insurance evidencing renewals of coverage. At any
other time during the term of this Agreement, upon request by the State, Grantee shall, within
seven Business Days following the request by the State, supply to the State evidence
satisfactory to the State of compliance with the provisions of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach of
Agreement to the other Party. If the notified Party does not cure the breach, at its sole expense,
within 30 days after the delivery of written notice, the Party may exercise any of the remedies as
described in §12 for that Party. Notwithstanding any provision of this Agreement to the contrary,
the State, in its discretion, need not provide notice or a cure period and may immediately terminate
this Agreement in whole or in part or institute any other remedy in this Agreement in order to
protect the public interest of the State; or if Grantee is debarred or suspended under §24-109-105,
C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this
Agreement in whole or in part or institute any other remedy in this Agreement as of the date that
the debarment or suspension takes effect.
12. REMEDIES
A. State's Remedies
If Grantee is in breach under any provision of this Agreement and fails to cure such breach,
the State, following the notice and cure period set forth in §11, shall have all of the remedies
listed in this section in addition to all other remedies set forth in this Agreement or at law.
The State may exercise any or all of the remedies available to it, in its discretion, concurrently
or consecutively.
i. Termination for Breach
In the event of Grantee's uncured breach, the State may terminate this entire Agreement
or any part of this Agreement. Additionally, if Grantee fails to comply with any terms
of the Federal Award, then the State may, in its discretion or at the direction of a Federal
Awarding Agency, terminate this entire Agreement or any part of this Agreement.
Grantee shall continue performance of this Agreement to the extent not terminated, if
any.
a. Obligations and Rights
To the extent specified in any termination notice, Grantee shall not incur further
obligations or render further performance past the effective date of such notice,
and shall terminate outstanding orders and subcontracts with third parties.
However, Grantee shall complete and deliver to the State all Work not cancelled
by the termination notice, and may incur obligations as necessary to do so within
this Agreement's terms. At the request of the State, Grantee shall assign to the
State all of Grantee's rights, title, and interest in and to such terminated orders or
subcontracts. Upon termination, Grantee shall take timely, reasonable and
necessary action to protect and preserve property in the possession of Grantee but
in which the State has an interest. At the State's request, Grantee shall return
materials owned by the State in Grantee's possession at the time of any
termination. Grantee shall deliver all completed Work Product and all Work
Product that was in the process of completion to the State at the State's request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Grantee for
accepted Work received as of the date of termination. If, after termination by the
State, the State agrees that Grantee was not in breach or that Grantee's action or
inaction was excusable, such termination shall be treated as a termination in the
public interest, and the rights and obligations of the Parties shall be as if this
Agreement had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Grantee shall remain
liable to the State for any damages sustained by the State in connection with any
breach by Grantee, and the State may withhold payment to Grantee for the purpose
of mitigating the State's damages until such time as the exact amount of damages
due to the State from Grantee is determined. The State may withhold any amount
that may be due Grantee as the State deems necessary to protect the State against
loss including, without limitation, loss as a result of outstanding liens and excess
costs incurred by the State in procuring from third parties replacement Work as
cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
a. Suspend Performance
Suspend Grantee's performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Grantee to an
adjustment in price or cost or an adjustment in the performance schedule. Grantee
shall promptly cease performing Work and incurring costs in accordance with the
State's directive, and the State shall not be liable for costs incurred by Grantee
after the suspension of performance.
b. Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Grantee's actions or
inactions, cannot be performed or if they were performed are reasonably of no
value to the state; provided, that any denial of payment shall be equal to the value
of the obligations not performed.
d. Removal
Demand immediate removal of any of Grantee's employees, agents, or
Subcontractors from the Work whom the State deems incompetent, careless,
insubordinate, unsuitable, or otherwise unacceptable or whose continued relation
to this Agreement is deemed by the State to be contrary to the public interest or
the State's best interest.
e. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any
Work is likely to infringe, a patent, copyright, trademark, trade secret or other
intellectual property right, Grantee shall, as approved by the State (i) secure that
right to use such Work for the State and Grantee; (ii) replace the Work with
noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii)
remove any infringing Work and refund the amount paid for such Work to the
State.
B. Grantee's Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach,
Grantee, following the notice and cure period in §11 and the dispute resolution process in
§13 shall have all remedies available at law and equity.
13. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this
Agreement which cannot be resolved by the designated Agreement representatives shall be
referred in writing to a senior departmental management staff member designated by the State
and a senior manager designated by Grantee for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A fails to resolve the dispute within 10 Business
Days, Grantee shall submit any alleged breach of this Agreement by the State to the
Procurement Official of the State Agency named on the Cover Page of this Agreement as
described in §24-101-301(30), C.R.S. for resolution following the same resolution of
controversies process as described in §24-106-109, C.R.S., and §§24-109-101.1 through 24-
109-505, C.R.S. (the "Resolution Statutes"), except that if Grantee wishes to challenge any
decision rendered by the Procurement Official, Grantee's challenge shall be an appeal to the
executive director of the Department of Personnel and Administration, or their delegate, in
the same manner as described in the Resolution Statutes before Grantee pursues any further
action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes
shall apply including, without limitation, time limitations regardless of whether the Colorado
Procurement Code applies to this Agreement.
14. NOTICES AND REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Agreement shall
be the principal representative of the designating Party. All notices required or permitted to be
given under this Agreement shall be in writing, and shall be delivered (A) by hand with receipt
required, (B) by certified or registered mail to such Party's principal representative at the address
set forth below or (C) as an email with read receipt requested to the principal representative at the
email address, if any, set forth on the Cover Page for this Agreement. If a Party delivers a notice
to another through email and the email is undeliverable, then, unless the Party has been provided
with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with
receipt required or by certified or registered mail to such Party's principal representative at the
address set forth on the Cover Page for this Agreement. Either Party may change its principal
representative or principal representative contact information, or may designate specific other
individuals to receive certain types of notices in addition to or in lieu of a principal representative,
by notice submitted in accordance with this section without a formal amendment to this Agreement.
Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written
notice.
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Copyrights
To the extent that the Work Product (or any portion of the Work Product) would not be
considered works made for hire under applicable law, Grantee hereby assigns to the
State, the entire right, title, and interest in and to copyrights in all Work Product and all
works based upon, derived from, or incorporating the Work Product; all copyright
applications, registrations, extensions, or renewals relating to all Work Product and all
works based upon, derived from, or incorporating the Work Product; and all moral
rights or similar rights with respect to the Work Product throughout the world. To the
extent that Grantee cannot make any of the assignments required by this section,
Grantee hereby grants to the State a perpetual, irrevocable, royalty -free license to use,
modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative
works of the Work Product and all works based upon, derived from, or incorporating
the Work Product by all means and methods and in any format now known or invented
in the future. The State may assign and license its rights under this license.
ii. Patents
In addition, Grantee grants to the State (and to recipients of Work Product distributed
by or on behalf of the State) a perpetual, worldwide, no -charge, royalty -free,
irrevocable patent license to make, have made, use, distribute, sell, offer for sale,
import, transfer, and otherwise utilize, operate, modify and propagate the contents of
the Work Product. Such license applies only to those patent claims licensable by
Grantee that are necessarily infringed by the Work Product alone, or by the combination
of the Work Product with anything else used by the State.
iii. Assignments and Assistance
Whether or not Grantee is under contract with the State at the time, Grantee shall
execute applications, assignments, and other documents, and shall render all other
reasonable assistance requested by the State, to enable the State to secure patents,
copyrights, licenses and other intellectual property rights related to the Work Product.
The Parties intend the Work Product to be works made for hire. Grantee assigns to the
State and its successors and assigns, the entire right, title, and interest in and to all
causes of action, either in law or in equity, for past, present, or future infringement of
intellectual property rights related to the Work Product and all works based on, derived
from, or incorporating the Work Product.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State
Records, State software, research, reports, studies, photographs, negatives or other
documents, drawings, models, materials, data and information shall be the exclusive property
of the State (collectively, "State Materials"). Grantee shall not use, willingly allow, cause or
permit Work Product or State Materials to be used for any purpose other than the performance
of Grantee's obligations in this Agreement without the prior written consent of the State.
Upon termination of this Agreement for any reason, Grantee shall provide all Work Product
and State Materials to the State in a form and manner as directed by the State.
C. Exclusive Property of Grantee
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, all pre-existing software, licensed
products, associated source code, machine code, text images, audio and/or video, and third -
party materials, delivered by Grantee under this 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 this Agreement or a State approved
license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State
from the applicable third -party vendor, or (iii) in the case of open source software, the license
terms set forth in the applicable open source license agreement.
16. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Grantee under this Agreement is $100,000 or greater, either on
the Effective Date or at any time thereafter, this section shall apply. Grantee agrees to be governed
by and comply with the provisions of §§24-106-103, 24-102-206, 24-106-106, and 24-106-107,
C.R.S. regarding the monitoring of vendor performance and the reporting of Agreement
performance information in the State's Agreement management system ("Contract Management
System" or "CMS"). Grantee's performance shall be subject to evaluation and review in
accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS,
and State Fiscal Rules and State Controller policies.
17. GENERAL PROVISIONS
A. Assignment
Grantee's rights and obligations under this Agreement are personal and may not be
transferred or assigned without the prior, written consent of the State. Any attempt at
assignment or transfer without such consent shall be void. Any assignment or transfer of
Grantee's rights and obligations approved by the State shall be subject to the provisions of
this Agreement.
B. Subcontracts
Grantee shall not enter into any subgrant or 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 such subgrant or subcontract upon request by the State. All
subgrants and 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. If the entity with whom Grantee enters into a subcontract or subgrant would also
be considered a Subrecipient, then the subcontract or subgrant entered into by Grantee shall
also contain provisions permitting both Grantee and the State to perform all monitoring of
that Subcontractor in accordance with the Uniform Guidance.
C. Binding Effect
Except as otherwise provided in §17.A, all provisions of this Agreement, including the
benefits and burdens, shall extend to and be binding upon the Parties' respective successors
and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this
Agreement and the performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall
not be used to interpret, define, or limit its provisions. All references in this Agreement to
sections (whether spelled out or using the § symbol), subsections, exhibits or other
attachments, are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties
related to the Work, and all prior representations and understandings related to the Work, oral
or written, are merged into this Agreement. Prior or contemporaneous additions, deletions,
or other changes to this Agreement shall not have any force or effect whatsoever, unless
embodied herein.
H. Digital Signatures
If any signatory signs this agreement using a digital signature in accordance with the
Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of
digital signatures issued under the State Fiscal Rules, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall
only be effective if agreed to in a formal amendment to this Agreement, properly executed
and approved in accordance with applicable Colorado State law and State Fiscal Rules.
Modifications permitted under this Agreement, other than Agreement amendments, shall
conform to the policies issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or
other authority shall be interpreted to refer to such authority then current, as may have been
changed or amended since the Effective Date of this Agreement.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any
provision included in any terms, conditions, or agreements appearing on Grantee's or a
Subcontractor's website or any provision incorporated into any click -through or online
agreements related to the Work unless that provision is specifically referenced in this
Agreement.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full
force and effect, provided that the Parties can continue to perform their obligations under this
Agreement in accordance with the intent of this Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or
expiration of this Agreement shall survive the termination or expiration of this Agreement
and shall be enforceable by the other Party.
N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle
D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from
State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S.
(Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be
liable for the payment of any excise, sales, or use taxes, regardless of whether any political
subdivision of the state imposes such taxes on Grantee. 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.
O. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in § 17.A, this Agreement
does not and is not intended to confer any rights or remedies upon any person or entity other
than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are
reserved solely to the Parties. Any services or benefits which third parties receive as a result
of this Agreement are incidental to this Agreement, and do not create any rights for such third
parties.
P. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Agreement,
whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single
or partial exercise of any right, power, or privilege preclude any other or further exercise of
such right, power, or privilege.
Q.
CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures
and standards required under §24-106-107, C.R.S., if any, are subject to public release
through the CORA.
R. Standard and Manner of Performance
Grantee shall perform its obligations under this Agreement in accordance with the highest
standards of care, skill and diligence in Grantee's industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations.
Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of
this Agreement, at its sole expense, all licenses, certifications, permits, and other
authorizations required to perform its obligations under this Agreement, and shall ensure that
all employees, agents and Subcontractors secure and maintain at all times during the term of
their employment, agency or Subcontractor, all license, certifications, permits and other
authorizations required to perform their obligations in relation to this Agreement.
T. Indemnification
i. General Indemnification
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 attorneys' 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.
ii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Grantee in violation of §8 may
be cause for legal action by third parties against Grantee, the State, or their respective
agents. Grantee shall indemnify, save, and hold harmless the Indemnified Parties,
against any and all claims, damages, liabilities, losses, costs, expenses (including
attorneys' fees and costs) incurred by the State in relation to any act or omission by
Grantee, or its employees, agents, assigns, or Subcontractors in violation of §8.
iii. Intellectual Property Indemnification
Grantee shall indemnify, save, and hold harmless the Indemnified Parties, against any
and all costs, expenses, claims, damages, liabilities, and other amounts (including
attorneys' fees and costs) 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.
U. Federal Provisions
Grantee shall comply with all applicable requirements of Exhibit D at all times during the
term of this Grant.
18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller
or designee. If this Agreement is for a Major Information Technology Project, as defined in
§24-37.5-102(2.6), then this Agreement shall not be valid until it has been approved by the
State's Chief Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
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 Agreement shall be construed or interpreted as a waiver, express
or implied, of any of the immunities, rights, benefits, protections, or other provisions,
contained in these statutes.
D. INDEPENDENT CONTRACTOR
Grantee shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an
agent or employee of the State. Grantee 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 (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.
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.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall
be null and void. All suits or actions related to this Agreement shall be filed and proceedings
held in the State of Colorado and exclusive venue shall be in the City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold 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 this provision in any way shall be void ab initio. Nothing in this Agreement shall be
construed as a waiver of any provision of §24-106-109 C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Agreement shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. 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.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and
24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Agreement. Grantee
has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Grantee's services and Grantee shall not employ
any person having such known interests.
J. 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 Grantee in
error for any reason, including, but not limited to, overpayments or improper payments, and
unexpended or excess funds received by Grantee by deduction from subsequent payments
under this Agreement, deduction from any payment due under any other contracts, grants or
agreements between the State and Grantee, or by any other appropriate method for collecting
debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services] 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 State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Grantee
shall not knowingly employ or contract with an illegal alien to perform work under this
Agreement or enter into a contract with a Subcontractor that fails to certify to Grantee that
the Subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement. Grantee (i) shall not use E -Verify Program or the program
procedures of the Colorado Department of Labor and Employment ("Department Program")
to undertake pre -employment screening of job applicants while this Agreement is being
performed, (ii) shall notify the Subcontractor and the contracting State agency or institution
of higher education within three days if Grantee has actual knowledge that a Subcontractor
is employing or contracting with an illegal alien for work under this Agreement, (iii) shall
terminate the subcontract if a Subcontractor does not stop employing or contracting with the
illegal alien within three days of receiving the notice, and (iv) shall comply with reasonable
requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5),
C.R.S., by the Colorado Department of Labor and Employment. If Grantee participates in the
Department program, Grantee shall deliver to the contracting State agency, Institution of
Higher Education or political subdivision, a written, notarized affirmation, affirming that
Grantee has examined the legal work status of such employee, and shall comply with all of
the other requirements of the Department program. If Grantee fails to comply with any
requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency,
institution of higher education or political subdivision may terminate this Agreement for
breach and, if so terminated, Grantee shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Grantee, if a natural person 18 years of age or older, hereby swears and affirms under penalty
of perjury that Grantee (i) is a citizen or otherwise lawfully present in the United States
pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq.,
C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S.
prior to the Effective Date of this Agreement.
EXHIBIT A, STATEMENT OF WORK
EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Law
Option Letter Number
Insert the Option Number (e.g. "1" for the first option)
Grantee
Insert Grantee's Full Legal Name, including "Inc.",
"LLC", etc...
Original Agreement Number
Insert CMS number or Other Agreement Number of the Original
Contract
Current Agreement Maximum Amount
Initial Term
State Fiscal Year 20xx $0.00
Extension Terms
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
Total for All State Fiscal Years $0.00
Option Agreement Number
Insert CMS number or Other Agreement Number of this Option
Agreement Performance Beginning Date
Month Day, Year
Current Agreement Expiration Date
Month Day, Year
1.
OPTIONS:
A. Option to extend for an Extension Term
B. Option to change the quantity of Goods under the Agreement
C. Option to change the quantity of Services under the Agreement
D. Option to modify Agreement rates
E. Option to initiate next phase of the Agreement
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) Number of the Original Agreement referenced above,
the State hereby exercises its option for an additional term, beginning Insert start date and ending on the current
Agreement expiration date shown above, at the rates stated in the Original Agreement, as amended.
B. For use with Options 1(B and C): In accordance with Section(s) Number of the Original Agreement referenced
above, the State hereby exercises its option to Increase/Decrease the quantity of the Goods/Services or both at the
rates stated in the Original Agreement, as amended.
C. For use with Option 1(D): In accordance with Section(s) Number of the Original Agreement referenced above,
the State hereby exercises its option to modify the Agreement rates specified in Exhibit/Section Number/Letter.
The Agreement rates attached to this Option Letter replace the rates in the Original Agreement as of the Option
Effective Date of this Option Letter.
D. For use with Option 1(E): In accordance with Section(s) Number of the Original Agreement referenced above,
the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc, which shall begin on Insert
start date and end on Insert ending date at the cost/price specified in Section Number.
E. For use with all Options that modify the Agreement Maximum Amount: The Agreement Maximum Amount
table on the Agreement's Signature and Cover Page is hereby deleted and replaced with the Current Agreement
Maximum Amount table shown above.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Law
Philip J. Weiser, Attorney General
By: Name & Title of Person Signing for Agency or IHE
Date:
In accordance with §24-30-202, C.R.S., this Option is not
valid until signed and dated below by the State Controller or
an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Name of Agency or IHE Delegate -Please delete if agreement
will be routed to OSC for approval
Option Effective Date:
EXHIBIT C, BUDGET
EXHIBIT D, FEDERAL PROVISIONS
1. APPLICABILITY OF PROVISIONS.
1.1.
The Contract to which these Federal Provisions are attached has been funded, in whole or
in part, with an Award of Federal funds. In the event of a conflict between the provisions
of these Federal Provisions, the Special Provisions, the body of the Contract, or any
attachments or exhibits incorporated into and made a part of the Contract, the provisions
of these Federal Provisions shall control.
2. DEFINITIONS.
2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings
ascribed to them below.
2.1.1. "Award" means an award of Federal financial assistance, and the Contract setting forth
the terms and conditions of that financial assistance, that a non -Federal Entity receives
or administers.
2.1.1.1. Awards may be in the form of:
2.1.1.1.1. Grants;
2.1.1.1.2. Contracts;
2.1.1.1.3. Cooperative Contracts, which do not include cooperative research and
development Contracts (CRDA) pursuant to the Federal Technology Transfer
Act of 1986, as amended (15 U.S.C. 3710);
2.1.1.1.4. Loans;
2.1.1.1.5. Loan Guarantees;
2.1.1.1.6. Subsidies;
2.1.1.1.7. Insurance;
2.1.1.1.8. Food commodities;
2.1.1.1.9. Direct appropriations;
2.1.1.1.10. Assessed and voluntary contributions; and
2.1.1.1.11. Other financial assistance transactions that authorize the expenditure of Federal
funds by non -Federal Entities.
2.1.1.1.12. Any other items specified by OMB in policy memoranda available at the OMB
website or other source posted by the OMB.
2.1.1.2. Award does not include:
2.1.1.2.1. Technical assistance, which provides services in lieu of money;
2.1.1.2.2. A transfer of title to Federally -owned property provided in lieu of money; even
if the award is called a grant;
2.1.1.2.3. Any award classified for security purposes; or
2.1.1.2.4.
Any award funded in whole or in part with Recovery funds, as defined in section
1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public
Law 111-5).
2.1.2. "Contract" means the Contract to which these Federal Provisions are attached and
includes all Award types in §2.1.1.1 of this Exhibit.
2.1.3. "Contractor" means the party or parties to a Contract 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://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. "Federal Provisions" means these Federal Provisions subject to the Transparency Act
and Uniform Guidance, as may be revised pursuant to ongoing guidance from the
relevant Federal or State of Colorado agency or institutions of higher education.
2.1.11. "OMB" means the Executive Office of the President, Office of Management and
Budget.
2.1.12. "Prime Recipient" means a Colorado State agency or institution of higher education
that receives an Award.
2.1.13. "Subaward" means an award by a Recipient to a Subrecipient funded in whole or in
part by a Federal Award. The terms and conditions of the Federal Award flow down
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to the Award unless the terms and conditions of the Federal Award specifically indicate
otherwise in accordance with 2 CFR §200.38. The term does not include payments to
a contractor or payments to an individual that is a beneficiary of a Federal program.
2.1.14. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or
Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient
to support the performance of the Federal project or program for which the Federal
funds were awarded. A Subrecipient is subject to the terms and conditions of the
Federal Award to the Prime Recipient, including program compliance requirements.
The term "Subrecipient" includes and may be referred to as Subgrantee. The term does
not include an individual who is a beneficiary of a federal program.
2.1.15. "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.
2.1.16. "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
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down to Awards to Subrecipients unless the Uniform Guidance or the terms and
conditions of the Federal Award specifically indicate otherwise.
2.1.20. "Vendor" means a dealer, distributor, merchant or other seller providing property or
services required for a project or program funded by an Award. A Vendor is not a Prime
Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal
award. Program compliance requirements do not pass through to a Vendor.
3. COMPLIANCE.
3.1. Contractor shall comply with all applicable provisions of the Transparency Act, all
applicable provisions of the Uniform Guidance, and the regulations issued pursuant thereto,
including but not limited to these Federal Provisions. Any revisions to such provisions or
regulations shall automatically become a part of these Federal Provisions, without the
necessity of either party executing any further instrument. The State of Colorado may
provide written notification to Contractor of such revisions, but such notice shall not be a
condition precedent to the effectiveness of such revisions.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL
NUMBERING SYSTEM (DUNS) REQUIREMENTS.
4.1. SAM. Contractor shall maintain the currency of its information in SAM until the
Contractor submits the final financial report required under the Award or receives final
payment, whichever is later. Contractor shall review and update SAM information at least
annually after the initial registration, and more frequently if required by changes in its
information.
4.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update
Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial
registration, and more frequently if required by changes in Contractor's information.
5. TOTAL COMPENSATION.
5.1. Contractor shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
5.1.1. The total Federal funding authorized to date under the Award is $25,000 or more; and
5.1.2. In the preceding fiscal year, Contractor received:
5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or 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.
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6. REPORTING.
6.1. Contractor shall report data elements to SAM and to the Prime Recipient as required in this
Exhibit if Contractor is a Subrecipient for the Award pursuant to the Transparency Act.
No direct payment shall be made to Contractor for providing any reports required under
these Federal Provisions and the cost of producing such reports shall be included in the
Contract price. The reporting requirements in this Exhibit are based on guidance from the
US Office of Management and Budget (OMB), and as such are subject to change at any
time by OMB. Any such changes shall be automatically incorporated into this Contract
and shall become part of Contractor's obligations under this Contract.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING.
7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the
initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent
Award modifications result in a total Award of $25,000 or more, the Award is subject to
the reporting requirements as of the date the Award exceeds $25,000. If the initial 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;
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 five most highly compensated Executives if the criteria in §5
above are met; and
8.1.1.6. Subrecipient's Total Compensation of top five most highly compensated
Executives if criteria in §5 above met.
8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the
effective date of the Contract, the following data elements:
8.1.2.1. Subrecipient's DUNS Number as registered in SAM.
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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 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.
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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
Contract.
12.1.1.
12.1.1.1.
12.1.1.1.1.
12.1.1.1.2.
Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part
60, all contracts that meet the definition of "federally assisted construction contract" in
41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR
60-1.4(b), in accordance with Executive Order 11246, "Equal Employment
Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as
amended by Executive Order 11375, "Amending Executive Order 11246 Relating to
Equal Employment Opportunity," and implementing regulations at 41 CFR part 60,
"Office of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor.
During the performance of this contract, the contractor agrees as follows:
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.
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.
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12.1.1.1.3.
12.1.1.1.4.
12.1.1.1.5.
Contractor will send to each labor union or representative of workers with
which he has a collective bargaining Contract or other contract or
understanding, a notice to be provided by the agency contracting officer,
advising the labor union or workers' representative of the contractor's
commitments under section 202 of Executive Order 11246 of September 24,
1965, and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
Contractor will comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
Contractor will furnish all information and reports required by Executive Order
11246 of September 24, 1965, and by the rules, regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit access to his books,
records, and accounts by the contracting agency and the Secretary of Labor for
purposes of investigation to ascertain compliance with such rules, regulations,
and orders.
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 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
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made by the Secretary of Labor. In addition, contractors must be required to pay wages
not less than once a week. The non -Federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation.
The decision to award a contract or subcontract must be conditioned upon the
acceptance of the wage determination. The non -Federal entity must report all suspected
or reported violations to the Federal awarding agency. The contracts must also include
a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145),
as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and
Subcontractors on Public Building or Public Work Financed in Whole or in Part by
Loans or Grants from the United States"). The Act provides that each contractor or
Subrecipient must be prohibited from inducing, by any means, any person employed in
the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non -Federal entity must
report all suspected or reported violations to the Federal awarding agency.
12.1.3. Rights to Inventions Made Under a Contract or Contract. If the Federal Award
meets the definition of "funding Contract" under 37 CFR §401.2 (a) and Subrecipient
wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding Contract," Subrecipient must
comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by
Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Contracts," and any implementing regulations issued by the
awarding agency.
12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control
Act (33 U.S.C. 1251-1387), as amended. Contracts and 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 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
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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 Subawards and the Total Compensation of
its most highly compensated Executives.
14.3. There are no Transparency Act reporting requirements for Vendors.
15. EVENT OF DEFAULT.
15.1. Failure to comply with these Federal Provisions shall constitute an event of default under
the Contract and the State of Colorado may terminate the Contract upon 30 days prior
written notice if the default remains uncured five calendar days following the termination
of the 30 day notice period. This remedy will be in addition to any other remedy available
to the State of Colorado under the Contract, at law or in equity.
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