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Home My WebLink About20203577.tiffRESOLUTION RE: APPROVE AWARD LETTER AND SUMMARY OF GRANT AWARD TERMS AND CONDITIONS FOR CORONAVIRUS (COVID-19) AID, RELIEF AND ECONOMIC SECURITY (CARES) ACT ELECTION SAFETY GRANT. FOR 2020 PRIMARY ELECTION BALLOT COSTS AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Award Letter and Summary of Grant Award Terms and Conditions for Coronavirus (COVID-19) Aid, Relief and Economic Security (CARES) Act Election Safety Grant for 2020 Primary Election Ballot Costs between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Clerk and Recorder's Office, and the Colorado Department of State, commencing upon full execution of signatures, and ending February 28, 2021, with further terms and conditions being as stated in said grant award letter, and WHEREAS, after review, the Board deems it advisable to approve said grant award letter, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Award Letter and Summary of Grant Award Terms and Conditions for Coronavirus (COVID-19) Aid, Relief and Economic Security (CARES) Act Election Safety Grant for 2020 Primary Election Ballot Costs between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Clerk and Recorder's Office, and the Colorado Department of State, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said grant award letter. cc : CACCIC IRS), ACTC?CICO) O9/(1/1 2020-3577 CR0032 BC0054 AWARD LETTER AND SUMMARY OF GRANT AWARD TERMS AND CONDITIONS FOR CORONAVIRUS (COVID-19) AID, RELIEF AND ECONOMIC SECURITY (CARES) ACT ELECTION SAFETY GRANT FOR 2020 PRIMARY ELECTION BALLOT COSTS PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 7th day of December, A.D., 2020. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: <•t� Weld County Clerk to the Board • BY: APP Kevin D. Ross County • ttorney Date of signature: 12/IS/2 Mike Freeman, Chair Steve4vloreno, P Tem 2020-3577 CR0032 BC0054 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Election Grant Award DEPARTMENT: Elections DATE: 11/30/2020 PERSON REQUESTING: Carly Koppes Brief description of the problem/issue: UPDATE - Weld County has been awarded $48,521.99 from the State CARES fund which covers some of the cost to the county that has been identified as qualified for the State CARES funds for the June Primary election. Attached is the grant award letter which has been reviewed by the County Attorney. What options exist for the Board? (include consequences, impacts, costs, etc. of options): Approve the State funds in the form of a grant and have the Chair of the Board sign updated grant award letter. Recommendation: Approve the updated state grant for the amount Weld County as has been reimbursed for the cost of COVID-19 election costs. Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro-Tem Kevin D. Ross Approve Schedule Recommendation Work Session Other/Comments: 2020-3577 /0217 ��rZ©o32 STATE OF COLORADO Department of State 1700 Broadway, Suite 550 Denver, CO 80290 November 20, 2020 Weld County Attn: Carly Koppes, County Clerk and Recorder P.O. Box 459 Greeley, CO 80631 Dear Clerk Koppes: Jena M. Griswold Secretary of State Ian Rayder Deputy Secretary of State CMS # 165034 CORE #: CT, VAAA, 2021-3211 We are pleased to inform you that Colorado Department of State has approved your application for funding pursuant to the CARES Act Primary Mailing Grant ("Program") in the amount of $48,521.99 as authorized by the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), a supplement to the Help America Vote Act (HAVA) of 2002. This letter authorizes you to submit costs associated with mailing ballots during the 2020 state primary election to our office for reimbursement. Attached to this letter are the terms and conditions of your Grant. Please review these terms and conditions as they are requirements of this Grant to which you, the Grantee, agree by accepting the Grant Funds. If you are satisfied with the terms and conditions of this Grant Award Letter please print two hard copies of the full Grant Award Letter, sign both signature pages with a wet signature, and then mail both signed copies to the following address: Colorado Department of State Attn: Elections Division 1700 Broadway, Suite 550 Denver, CO 80290 Once our office has signed the Grant Award Letter, we will send you one copy of the fully signed Grant Award Letter and retain the other for our records. If you have questions regarding this Grant, please contact Caleb Thornton by email at caresact@sos.state.co.us or by phone at 303-894-2200 ext. 6386. Best regards, Ian Rayder Deputy Secretary of State Main Number Fax TDD/TTY (303) 894-2200 (303) 869-4861 (303) 869-4867 Website E-mail www.sos.state.co.us elections@sos.state.co.us aa02b-.3577�� GRANT AWARD LETTER SUMMARY OF GRANT AWARD TERMS AND CONDITIONS State Agency Colorado Department of State (CDOS) Grant Amount (Federal Funds) State Fiscal Year 2020-21: $29,113.19 Total for all State Fiscal Years: $29,113.19 Grant Amount (State Match Funds) State Fiscal Year 2020-21: $$19,408.80 Total for all State Fiscal Years: $19,408.80 Grant Amount (Federal and State Match Funds)Total for all Funds for All State Fiscal Years $48,521.99 Grantee Board of Commissioners of Weld County DUNS Number: 075757955 Grant Issuance Date The later of November 20, 2020 or the date the State Controller or an authorized delegate signs this Grant Letter Grant Expiration Date February 28, 2021 CMS #: 165034 CORE #: CT, VAAA, 2021-3211 Grant Authority Federal On March 28, 2020, Colorado Department of State (CDOS) received a Coronavirus Aid, Relief and Economic Security Act (CARES Act) Award, a supplement to the Help America Vote Act (HAVA) of 2002 from the US Election Assistance Commission (EAC). The Award, which includes twenty percent in State matching funds, grants CDOS funds, "to prevent, prepare for, and respond to coronavirus, domestically or internationally, for the 2020 Federal election cycle." Grant Agreement # CO20101CARES Catalog of Federal Domestic Assistance # 90.404 Grant Purpose Due to the ongoing COVID-19 public health emergency it is essential that the State and Counties work together to provide a safe environment for voters and election judges/staff. This includes encouraging voters to return mail ballots in -lieu of voting in person where COVID-19 could be more easily spread. Because revenues and county budgets across Colorado have been reduced due to the coronavirus pandemic, this grant is being offered to assist counties cover those ballot printing, inserting, and mailing costs associated with the June 2020 State Preference Primary. This grant is offered as authorized by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Exhibits and Order of Precedence The following Exhibits and attachments are included with this Grant: 1. Exhibit A, Statement of Work. 2. Exhibit B, Budget. 3. Exhibit C, Federal Provisions. In the event of a conflict or inconsistency between this Grant and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: 1. Colorado Special Provisions in §17 of the main body of this Grant. 2. Exhibit C, Federal Provisions. 3. The provisions of the other sections of the main body of this Grant. 4. Exhibit A, Statement of Work. 5. Exhibit B, Budget. CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 1 of 14 Version 1018, as modified July 2020 Principal Representatives: Department of State Caleb Thornton Elections Division 1700 Broadway, Suite 550 Denver, CO 80290 caleb.thomton@sos.state.co.us 1/9' By: Ian Rayder Deputy Secretary of State Date: i 1fzcz-o Weld County Carly Koppes County Clerk and Recorder P.O. Box 459 Greeley, CO 80631 ckoppes@weldgov.com SIGNATURE PAGE THE SIGNATORIES LISTED BELOW AUTHORIZE THIS GRANT STATE OF COLORADO Jared S. Polis, Governor Colorado Department of State Jen Griswold, Secretary of State BOARD OF COMMISSIONERS OF Weld COUNTY By: Mike Freeman, 13OCC Chair Date: DEC 0 7 2020 in accordance with §24-30-202, C.R.S., this Contract is not valid until signed and dated below by the State Controller or an authorized delegate. By CMS r•: 165034 CORE 4: CT, VAAA,2021-321 I STATE CONTROLLER Robert Jaros, CPA, MBA, JD ate Effective Date: ---4/ , 1-Ccrio?6 Page 2 of 14 Verson IO18. as maiItied July 2020 1. GRANT As of the Grant Issuance Date, the State Agency shown on the first page of this Grant Award Letter (the "State") hereby obligates and awards to Grantee shown on the first page of this Grant Award Letter (the "Grantee") an award of Grant Funds in the amounts shown on the first page of this Grant Award Letter. By accepting the Grant Funds provided under this Grant Award Letter, Grantee agrees to comply with the terms and conditions of this Grant Award Letter and requirements and provisions of all Exhibits to this Grant Award Letter. 2. TERM A. Initial Grant Term and Extension The Parties' respective performances under this Grant Award Letter shall commence on the Grant Issuance Date and shall terminate on the Grant Expiration Date unless sooner terminated or further extended in accordance with the terms of this Grant Award Letter. Upon request of Grantee, the State may, in its sole discretion, extend the term of this Grant Award Letter by providing Grantee with an updated Grant Award Letter showing the new Grant Expiration Date. B. Early Termination in the Public Interest The State is entering into this Grant Award Letter to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Grant Award Letter ceases to further the public interest of the State or if State, Federal or other funds used for this Grant Award Letter are not appropriated, or otherwise become unavailable to fund this Grant Award Letter, the State, in its discretion, may terminate this Grant Award Letter in whole or in part by providing written notice to Grantee that includes, to the extent practicable, the public interest justification for the termination. If the State terminates this Grant Award Letter in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Grant Award Letter that corresponds to the percentage of Work satisfactorily completed, as determined by the State, less payments previously made. Additionally, the State, in its discretion, may reimburse Grantee for a portion of actual, out-of-pocket expenses not otherwise reimbursed under this Grant Award Letter that are incurred by Grantee and are directly attributable to the uncompleted portion of Grantee's obligations, provided that the sum of any and all reimbursements shall not exceed the maximum amount payable to Grantee hereunder. This subsection shall not apply to a termination of this Grant Award Letter by the State for breach by Grantee. C. Grantee's Termination Under Federal Requirements Grantee may request termination of this Grant by sending notice to the State, or to the Federal Awarding Agency with a copy to the State, which includes the reasons for the termination and the effective date of the termination. If this Grant is terminated in this manner, then Grantee shall return any advanced payments made for work that will not be performed prior to the effective date of the termination. 3. DEFINITIONS The following terms shall be construed and interpreted as follows: A. "Budget" means the budget for the Work described in Exhibit B. CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 3 of 14 Version 1018, as modified July 2020 B. "Business Day" means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1) C.R.S. C. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. D. "Grant Award Letter" means this letter which offers Grant Funds to Grantee, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future updates thereto. E. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Grant Award Letter. F. "Grant Expiration Date" means the Grant Expiration Date shown on the first page of this Grant Award Letter. G. "Grant Issuance Date" means the Grant Issuance Date shown on the first page of this Grant Award Letter. H. "Exhibits" exhibits and attachments included with this Grant as shown on the first page of this Grant I. "Extension Term" means the period of time by which the Grant Expiration Date is extended by the State through delivery of an updated Grant Award Letter J. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract under the Federal Acquisition Regulations by a Federal Awarding Agency to the Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. K. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. Elections Assistance Commission (EAC) is the Federal Awarding Agency for the Federal Award which is the subject of this Grant. L. "Goods" means any movable material acquired, produced, or delivered by Grantee as set forth in this Grant Award Letter and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. M. "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. N. "Initial Term" means the time period between the Grant Issuance Date and the Grant Expiration Date. O. "Matching Funds" means the funds provided Grantee as a match required to receive the Grant Funds. P. "Party" means the State or Grantee, and "Parties" means both the State and Grantee. Q. "Recipient" means the State Agency shown on the first page of this Grant Award Letter, for the purposes of the Federal Award. R. "Services" means the services to be performed by Grantee as set forth in this Grant Award Letter, and shall include any services to be rendered by Grantee in connection with the Goods. CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 4 of 14 Version 1018, as modified July 2020 S. "State Confidential Information" means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (I) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. T. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a) C.R.S. U. "State Fiscal Year" means a 12 -month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. V. "State Records" means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. W. "Sub -Award" means this grant by the State (a Recipient) to Grantee (a Subrecipient) funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to this Sub -Award unless the terms and conditions of the Federal Award specifically indicate otherwise. X. "Subcontractor" means third -parties, if any, engaged by Grantee to aid in performance of the Work. "Subcontractor" also includes sub -grantees. Y. "Subrecipient" means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization entity that receives a Sub -Award from a Recipient to carry out part of a Federal program, but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. For the purposes of this Grant, Grantee is a Subrecipient. Z. "Tax Information" means Federal and State of Colorado tax information including, without limitation, Federal and State tax returns, return information, and such other tax -related information as may be protected by Federal and State law and regulation. Tax Information includes, but is not limited to all information defined as Federal tax information in Internal Revenue Service Publication 1075. AA. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly known as the "Super Circular, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. BB. "Work" means the delivery of the Goods and performance of the Services described in this Grant Award Letter. CC. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 5 of 14 Version 1018, as modified July 2020 software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product" does not include any material that was developed prior to the Grant Issuance Date that is used, without modification, in the performance of the Work. Any other term used in this Grant Award Letter that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 4. STATEMENT OF WORK Grantee shall complete the Work as described in this Grant Award Letter and in accordance with the provisions of Exhibit A. The State shall have no liability to compensate or reimburse Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Grant Award Letter. 5. PAYMENTS TO GRANTEE A. Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Grant that exceeds the Grant Amount for each State Fiscal Year shown on the first page of this Grant Award Letter. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. The State shall not be liable to pay or reimburse Grantee for any Work performed or expense incurred before the Grant Issuance Date or after the Grant Expiration Date; provided, however, that Work performed and expenses incurred by Grantee before the Grant Issuance Date that are chargeable to an active Federal Award may be submitted for reimbursement as permitted by the terms of the Federal Award. B. Federal Recovery The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period, as defined below. C. [Subsection Intentionally Deleted -- Reserved] D. Reimbursement of Grantee Costs The State shall reimburse Grantee's allowable costs, not exceeding the maximum total amount described in this Grant Award Letter for all allowable costs described in this Grant Award Letter and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the total maximum amount of this Grant Award Letter or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the Federal share of properly documented allowable costs related to the Work after the State's review and approval thereof, subject to the provisions of this Grant. The State shall only reimburse allowable costs if those costs are: (I) reasonable and necessary to accomplish the Work and for the Goods and Services provided; and (ii) equal to the actual CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 6 of 14 Version 1018, as modified July 2020 net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the cost actually incurred). E. Close -Out. Grantee shall close out this Grant within 45 days after the Grant Expiration Date. To complete close out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Grant Award Letter and Grantee's final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within 1 year and 90 days after the Grant Expiration Date due to Grantee's failure to submit required documentation, then Grantee may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. 6. REPORTING - NOTIFICATION A. Performance and Final Status Grantee shall submit all financial, performance and other reports to the State no later than the end of the close out described in §5.E, containing an evaluation and review of Grantee's performance and the final status of Grantee's obligations hereunder. B. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment. 7. GRANTEE RECORDS A. Maintenance and Inspection Grantee shall make, keep, and maintain, all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to this Grant for a period of three years following the disposition of the asset(s) acquired with funds from this Grant. Grantee shall permit the State to audit, inspect, examine, excerpt, copy and transcribe all such records during normal business hours at Grantee's office or place of business, unless the State determines that an audit or inspection is required without notice at a different time to protect the interests of the State. B. Monitoring The State will monitor Grantee's performance of its obligations under this Grant Award Letter using procedures as determined by the State. Grantee shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State's risk analysis of Grantee. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Grantee's performance in a manner that does not unduly interfere with Grantee's performance of the Work. If Grantee enters into a subcontract or subgrant with an entity that would also be considered a Subrecipient, then the subcontract or subgrant entered into by CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 7 of 14 Version 1018, as modified July 2020 Grantee shall contain provisions permitting both Grantee and the State to perform all monitoring of that Subcontractor in accordance with the Uniform Guidance. C. Final Audit Report Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee's records that relates to or affects this Grant or the Work, whether the audit is conducted by Grantee or a third party. Additionally, if Grantee is required to perform a single audit under 2 CFR 200.501, et. seq., then Grantee shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. 8. CONFIDENTIAL INFORMATION -STATE RECORDS A. Confidentiality Grantee shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Grantee for the sole and exclusive benefit of the State, unless those State Records are otherwise publicly available at the time of disclosure or are subject to disclosure by Grantee under CORA. Grantee shall not, without prior written approval of the State, use for Grantee's own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Grant Award Letter. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. If Grantee or any of its Subcontractors will or may receive the following types of data, Grantee or its Subcontractors shall provide for the security of such data according to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax Information attached to this Grant as an Exhibit, if applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business Associate Agreement attached to this Grant, if applicable. Grantee shall immediately forward any request or demand for State Records to the State's principal representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Grant Award Letter. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Grant, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure restrictions to the State upon request. C. Use, Security, and Retention CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 8 of 14 Version 1018, as modified July 2020 Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Grant, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. E. Safeguarding PII If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non -disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Grantee shall be a "Third -Party Service Provider" as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. 9. 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 Grant. Grantee acknowledges that, with respect to this Grant, even the appearance of a conflict of interest shall be harmful to the State's interests and absent the State's prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's obligations under this Grant. If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. 10. INSURANCE Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"). Grantee shall ensure that any Subcontractors maintain all insurance customary for the completion of the Work done by that Subcontractor and as required by the State or the GIA. 11. REMEDIES CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 9 of 14 Version 1018, as modified July 2020 In addition to any remedies available under any exhibit to this Grant Award Letter, if Grantee fails to comply with any term or condition of this Grant or any terms of the Federal Award, the State may terminate some or all of this Grant and require Grantee to repay any or all Grant funds to the State in the State's sole discretion. The State may also terminate this Grant Award Letter at any time if the State has determined, in its sole discretion, that Grantee has ceased performing the Work without intent to resume performance, prior to the completion of the Work. 12. DISPUTE RESOLUTION Except as herein specifically provided otherwise or as required or permitted by federal regulations related to any Federal Award that provided any of the Grant Funds, disputes concerning the performance of this Grant that cannot be resolved by the designated Party representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager or official designated by Grantee for resolution. 13. NOTICES AND REPRESENTATIVES Each Party shall identify an individual to be the principal representative of the designating Party and shall provide this information to the other Party. All notices required or permitted to be given under this Grant Award Letter shall be in writing, and shall be delivered either in hard copy or by email to the representative of the other Party. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §13. 14. [SECTION INTENTIONALLY DELETED -- RESERVED] 15. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10- 101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. 16. GENERAL PROVISIONS A. Assignment Grantee's rights and obligations under this Grant are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee's rights and obligations approved by the State shall be subject to the provisions of this Grant Award Letter. B. Captions and References The captions and headings in this Grant Award Letter are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Grant Award Letter to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. C. Entire Understanding CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 10 of 14 Version 1018, as modified July 2020 This Grant Award Letter represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Grant Award Letter. D. Modification The State may modify the terms and conditions of this Grant by issuance of an updated Grant Award Letter, which shall be effective if Grantee accepts Grant Funds following receipt of the updated letter. The Parties may also agree to modification of the terms and conditions of the Grant in a formal amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. E. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Grant Award Letter to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Grant Issuance Date. Grantee shall strictly comply with all applicable Federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Contract by reference. G. Severability The invalidity or unenforceability of any provision of this Grant Award Letter shall not affect the validity or enforceability of any other provision of this Grant Award Letter, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under the Grant in accordance with the intent of the Grant. H. Survival of Certain Grant Award Letter Terms Any provision of this Grant Award Letter that imposes an obligation on a Party after termination or expiration of the Grant shall survive the termination or expiration of the Grant and shall be enforceable by the other Party. I. Third Party Beneficiaries Except for the Parties' respective successors and assigns described above, this Grant Award Letter does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Any services or benefits which third parties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. J. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Grant Award Letter, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 11 of 14 Version 1018, as modified July 2020 K. Federal Provisions Grantee shall comply with all applicable requirements of Exhibit C at all times during the term of this Grant. L. 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. 17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the State's Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 12 of 14 Version 1018, as modified July 2020 Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. Any term included in this Contract that limits Contractor's liability that is not void under this section shall apply only in excess of any insurance to be maintained under this Contract, and no insurance policy shall be interpreted as being subject to any limitations of liability of this Contract. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 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 Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30- 202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 13 of 14 Version 1018, as modified July 2020 (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State's discretion, payments made to Contractor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor by deduction from subsequent payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State. K. PUBLIC CONTRACTS FOR SERVICES. §§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] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E -Verify Program or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor (i) shall not use E -Verify Program or the program procedures of the Colorado Department of Labor and Employment ("Department Program") to undertake pre -employment screening of job applicants while this Contract is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher education within 3 days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that Contractor (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S. prior to the Effective Date of this Contract. CMS #: 165034 CORE #: CT, VAAA,2021-3211 Page 14 of 14 Version 1018, as modified July 2020 EXHIBIT A, STATEMENT OF WORK A. Introduction This grant program will reimburse the grantee for the costs to print, insert, and mail ballots associated with the June 2020 State Preference Primary. B. Grantee Eligibility The State will determine those grantees who are eligible for a grant. Each Colorado County will be eligible to receive reimbursement for the costs to print, insert, and mail ballots for the June 2020 Primary up to the amount specified in Exhibit B on this agreement. Grantee must provide grantor with receipts or invoices detailing those eligible costs incurred. A grantee who believes that the grantor's determination of eligibility is incorrect may contact the Secretary of State's Elections Division to appeal the determination. C. Costs Eligible for Reimbursement The grantor will reimburse the grantee for the costs to print, insert, and mail ballot during the June 2020 Primary. Reimbursement for these costs may not exceed the maximum amount specified in Exhibit B of this agreement. The maximum amount specified in Exhibit B for each county is based on the percentage of total ballots mailed statewide during the June 2020 State Preference Primary. D. Reimbursement Formula The grantee will be reimbursed as detailed in Exhibit B. E. Application for Reimbursement To be eligible for reimbursement under this grant, the grantee must take the following action: 1. The grantee must submit an application along with all receipts and invoices showing eligible costs to the Secretary of State no later than November 20, 2020. 2. The State will review the application, receipts, and invoices and provide the total costs reimbursable in Exhibit B of this Agreement. 3. The State will distribute this Agreement to the grantee applying for a grant. The state must receive a signed Agreement from the grantee no later than December 18, 2020. 4. Once this Agreement is signed by all parties, the State will pay out the eligible costs documented. The State will reimburse the grantee by EFT or check. F. Federal Funds This grant includes federal funds and is a sub -award as defined in §3 of this Grant Award Letter. Grantee acknowledges and accepts that it is a sub -recipient of CDOS's grant from the Federal Elections Exhibit A Page 1 of 2 Assistance Commission. The Grant Number and Catalog of Federal Domestic Assistance (CFDA) number are provided on the initial page of this grant agreement document. Exhibit A Page 2 of 2 EXHIBIT B, BUDGET A. Costs Reimbursable Considering the eligibility factors listed in Exhibit A of this Agreement, the grantor has determined that the grantee is eligible for the reimbursement of costs in the amount specified below. B. Reimbursable Costs Calculation After review of the application materials submitted by the grantee, the State has determined that the grantee is eligible for reimbursement in the amount of $48,521.99. This amount is based on the invoices and receipts submitted with a maximum reimbursement for each county shown in the table below. This table is based on the percentage of total ballots mailed statewide during the June 2020 State Preference Primary. Adams $ 28,183.78 $ 42,275.67 $ 70, 459.45 Alamosa $ 936.79 $ 1,405.18 $ 2,341.97 Arapahoe $ 41,017.16 $ 61,525.73 $102,542.89 Archuleta $ 1,011.68 $ 1,517.51 $ 2,529.19 Baca $ 271.32 $ 406.99 $ 678.31 Bent $ 270.06 $ 405.09 $ 675.15 Boulder $ 23,382.93 $ 35,074.39 $ 58,457.32 Broomfield $ 5,151.07 $ 7,726.60 $ 12,877.67 Chaffee $ 1,482.81 $ 2,224.21 $ 3,707.02 Cheyenne $ 129.76 $ 194.65 $ 324.41 Clear Creek $ 758.04 $ 1,137.07 $ 1,895.11 Conejos $ 522.74 $ 784.12 $ 1,306.86 Costilla $ 262.27 $ 393.40 $ 655.67 Crowley $ 211.50 $ 317.25 $ 528.75 Custer $ 397.51 $ 596.26 $ 993.77 Delta $ 2,161.65 $ 3,242.47 $ 5,404.12 Denver $ 46,054.36 $ 69,081.55 $115,135.91 Dolores $ 161.89 $ 242.83 $ 404.72 Douglas $ 25,683.40 $ 38,525.09 $ 64,208.49 Eagle $ 3,353.01 $ 5,029.52 $ 8,382.53 El Paso $ 44,334.57 $ 66,501.85 $ 110,836.42 Elbert $ 2,091.08 $ 3,136.61 $ 5,227.69 Fremont $ 2,956.87 $ 4,435.31 $ 7,392.18 Garfield $ 3,591.68 $ 5,387.53 $ 8,979.21 Gilpin $ 472.08 $ 708.12 $ 1,180.20 Grand $ 1,145.65 $ 1,718.48 $ 2,864.13 Gunnison $ 1,224.44 $ 1,836.66 $ 3,061.10 Hinsdale $ 71.20 $ 106.80 $ 178.00 Huerfano $ 502.94 $ 754.41 $ 1,257.35 Jackson $ 101.85 $ 152.78 $ 254.63 Exhibit B Page 1 of 2 Jefferson $ 42,754.23 $ 64,131.34 $ 106,885.57 Kiowa $ 102.70 $ 154.04 $ 256.74 Kit Carson $ 460.81 $ 691.22 $ 1,152.03 La Plata $ 3,990.77 $ 5,986.16 $ 9,976.93 Lake $ 460.39 $ 690.58 $ 1,150.97 Larimer $ 25,222.27 $ 37,833.41 $ 63,055.68 Las Animas $ 962.59 $ 1,443.89 $ 2,406.48 Lincoln $ 308.19 $ 462.28 $ 770.47 Logan $ 1,218.96 $ 1,828.44 $ 3,047.40 Mesa $ 10,344.69 $ 15,517.03 $ 25,861.72 Mineral $ 81.94 $ 122.92 $ 204.86 Moffat $ 835.04 $ 1,252.56 $ 2,087.60 Montezuma $ 1,799.74 $ 2,699.61 $ 4,499.35 Montrose $ 2,826.69 $ 4,240.03 $ 7,066.72 Morgan $ 1,663.34 $ 2,495.01 $ 4,158.35 Otero $ 1,181.78 $ 1,772.67 $ 2,954.45 Ouray $ 879.28 $ 1,318.92 $ 2,198.20 Park $ 1,392.12 $ 2,088.18 $ 3,480.30 Phillips $ 285.34 $ 428.00 $ 713.34 Pitkin $ 1,372.95 $ 2,059.43 $ 3,432.38 Prowers $ 675.15 $ 1,012.73 $ 1,687.88 Pueblo $ 10,721.02 $ 16,081.54 $ 26,802.56 Rio Blanco $ 424.68 $ 637.03 $ 1,061.71 Rio Grande $ 730.13 $ 1,095.20 $ 1,825.33 Routt $ 1,873.89 $ 2,810.84 $ 4,684.73 Saguache $ 410.36 $ 615.54 $ 1,025.90 San Juan $ 64.36 $ 96.54 $ 160.90 San Miguel $ 588.26 $ 882.38 $ 1,470.64 Sedgwick $ 168.63 $ 252.95 $ 421.58 Summit $ 2,120.57 $ 3,180.85 $ 5,301.42 Teller $ 1,855.46 $ 2,783.19 $ 4,638.65 Washington $ 327.57 $ 491.36 $ 818.93 Weld $ 19,408.80 $ 29,113.19 $ 48,521.99 Yuma $ 591.21 $ 886.81 $ - 1,478.02 _ i g�,��rr � x �rp �*- Exhibit B Page 2 of 2 EXHIBIT C, FEDERAL PROVISIONS 1. APPLICABILITY OF PROVISIONS. 1.1 The Grant Award Letter to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Federal Provisions shall control. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. "Agreement" means the Grant Award Letter to which these Federal Provisions are attached and includes all Award types in §2.1.2.1 of this Exhibit. 2.1.2. "Award" means an award of Federal financial assistance, and the agreement setting forth the terms and conditions of that financial assistance, that a non -Federal Entity receives or administers. 2.1.2.1. Awards may be in the form of: 2.1.2.1.1. Grants; 2.1.2.1.2. Contracts; 2.1.2.1.3. Cooperative agreements, which do not include cooperative research and development agreem'ents (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 2.1.2.1.4. Loans; 2.1.2.1.5. Loan Guarantees; 2.1.2.1.6. Subsidies; 2.1.2.1.7. Insurance; 2.1.2.1.8. Food commodities; 2.1.2.1.9. Direct appropriations; 2.1.2.1.10. Assessed and voluntary contributions; and 2.1.2.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non -Federal Entities. 2.1.2.1.12. Any other items specified by OMB in policy memoranda available at the OMB website or other source posted by the OMB. 2.1.2.2. Award does not include: 2.1.2.2.1. Technical assistance, which provides services in lieu of money; 2.1.2.2.2. A transfer of title to Federally -owned property provided in lieu of money; even if the award is called a grant; 2.1.2.2.3. Any award classified for security purposes; or Exhibit C Page 3 of 10 2.1.2.2.4. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111- 5). 2.1.3. "Contractor" means the party or parties to an Agreement funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 2.1.4. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http://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 Sub -award to a non -Federal entity. 2.1.6. "Executive" means an officer, managing partner or any other employee in a management position. 2.1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 2.1.8. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR §200.37 2.1.9. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the "Transparency Act." 2.1.10. "OMB" means the Executive Office of the President, Office of Management and Budget. 2.1.11. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 2.1.12. "Sub -award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR §200.38. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.13. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or Sub - award to a non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee. The term does not include an individual who is a beneficiary of a federal program. Exhibit C Page 4 of 10 2.1.14. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award Management (SAM) profile, if applicable. 2.1.15. "Federal Provisions" means these Federal Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Transparency Act and Uniform Guidance, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2.1.16. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 2.1.17. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: 2.1.17.1. Salary and bonus; 2.1.17.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 2.1.17.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.17.4. Change in present value of defined benefit and actuarial pension plans; 2.1.17.5. Above -market earnings on deferred compensation which is not tax -qualified; 2.1.17.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 2.1.18. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 2.1.19. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 2.1.20. "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 3. COMPLIANCE. Exhibit C Page 5 of 10 3.1. Contractor shall comply with all applicable provisions of the Transparency Act, all applicable provisions of the Uniform Guidance, and the regulations issued pursuant thereto, including but not limited to these Federal Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING SYSTEM (DUNS) REQUIREMENTS. 4.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 4.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's information. 5. TOTAL COMPENSATION. 5.1. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 5.1.2. In the preceding fiscal year, Contractor received: 5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Sub -awards subject to the Transparency Act; and 5.1.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Sub -awards subject to the Transparency Act; and 5.1.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 6. REPORTING. 6.1. Contractor shall report data elements to SAM and to the Prime Recipient as required in this Exhibit if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Agreement price. The reporting requirements in this Exhibit are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Agreement and shall become part of Contractor's obligations under this Agreement. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING. 7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award Exhibit C Page 6 of 10 modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. 8.1. If Contractor is a Subrecipient, Contractor shall report as set forth below. 8.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Sub -award was made: 8.1.1.1. Subrecipient DUNS Number; 8.1.1.2. Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 8.1.1.3. Subrecipient Parent DUNS Number; 8.1.1.4. Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 8.1.1.5. Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.1.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Agreement, the following data elements: 8.1.2.1. Subrecipient's DUNS Number as registered in SAM. 8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecepient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof. 9.2. Procurement of Recovered Materials. If a Subrecepient is a State Agency or an agency of a political subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an Exhibit C Page 7 of 10 affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 10. ACCESS TO RECORDS 10.1. A Subrecipient shall permit Recipient and auditors to have access to Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass -through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and Subpart F -Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5). 11. SINGLE AUDIT REQUIREMENTS 11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient's fiscal year, the Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in accordance with the provisions of Subpart F -Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501. 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in accordance with §200.507 (Program -specific audits). The Subrecipient may elect to have a program -specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program -specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program -specific audit. 11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 11.1.3. Subrecepient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Part F -Audit Requirements. 12. CONTRACT PROVISIONS FOR SUBRECEPIENT CONTRACTS 12.1. If Contractor is a Subrecipient, then it shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Agreement. 12.1.1. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Exhibit C Page 8 of 10 "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor. 12.1.1 1. During the performance of this contract, the contractor agrees as follows: 12.1.1.1.1 Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 12.1.1.1.2. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 12.1.1.1.3. Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 12.1.1.1.4. Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 12.1.1.1.5. Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 12.1.1.1.6. In the event of Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 12.1.1.1.7. Contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing Exhibit C Page 9 of 10 such provisions including sanctions for noncompliance: Provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States." 12.1.2. Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. 12.1.3. Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the Exhibit C Page 10 of 10 names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 12.1.6. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. 13. CERTIFICATIONS. 13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR §200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR §200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 14. EXEMPTIONS. 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Sub -awards and the Total Compensation of its most highly compensated Executives. 14.3. There are no Transparency Act reporting requirements for Vendors. 15. EVENT OF DEFAULT. 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Agreement and the State of Colorado may terminate the Agreement upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Agreement, at law or in equity. Exhibit C Page 11 of 10 Award Letter (r Ctjonavirus (COVID•19kAid. Relief. and Economic S*curity (CARES) Act Election Safety Grant for. 2920 Primary EiectioA Bajllot Cost* APPROVED AS TO SUBSTANCE: APPROVED AS ZO FJJNDING: Courty Attorney APPROVED AS TO FORM: Hello