HomeMy WebLinkAbout20194745.tiffEx
3UYER
STATE OF COLORADO
Department of Public Safety
COLORADO
)RDER
Number:
Date: 10/21/19
Description:
Weld County 2019 EMPG 19EM-20-58 new grant
Effective Date:
'ration Date:
POGG 1,RFAA,202000002378
Buyer:
Email:
VENDOR
WELD COUNTY
PO BOX 758
GREELEY, CO 80632-0758
01/01/19
03/31/20
Contact: Roy Rudisill
Phone: (970) 239-4110
VENDOR INSTRUCTIONS
XTENDED DESCRIPTION
Weld County 2019 EMPG 19EM-20-58 new grant
Page 1 of 1
*****IMPORTANT*****
The order number and line number must appear on all
invoices, packing slips, cartons, and correspondence.
ILL TO
DIVISION OF HOMELAND SECURITY
9195 E MINERAL AVE. SUITE 200
CENTENNIAL, CO 80112
HIP TO
DIVISION OF HOMELAND SECURITY
9195 E MINERAL AVE. SUITE 200
CENTENNIAL, CO 80112
SHIPPING INSTRUCTIONS
Delivery/Install Date:
FOB:
G1000
Description: Grant Commodity - FEDERAL
0
0.00
$76,000.00
O
Actual expiration date 12-31-2019.
Service From: 01/01/19
Service To: 03/31/20
TERMS AND CONDITIONS
https: //www.colorado. gov/pacific/osc/smal l -dollar -grant -award -terms -conditions
DOCUMENT TOTAL = $76.000.00
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2019-4745
ErnOo1g-
STATE CONTROLLER POLICY
State of Colorado Small Dollar Grant Award Terms and Conditions
1. Offer/Acceptance. This Small Dollar Grant Award, together with these terms and conditions (including, if applicable, Addendum 1: Additional
Terms and Conditions for Information Technology below), and any other attachments, exhibits, specifications, or appendices, whether attached
or incorporated by reference (collectively the "Agreement") shall represent the entire and exclusive agreement between the State of Colorado, by
and through the agency identified on the face of the Small Dollar Grant Award ("State") and the Subrecipient identified on the face of the Small
Dollar Grant Award ("Grantee"). If this Agreement refers to Grantee's bid or proposal, this Agreement is an ACCEPTANCE of Grantee's OFFER
TO PERFORM in accordance with the terms and conditions of this Agreement. If a bid or proposal is not referenced, this Agreement is an OFFER
TO ENTER INTO AGREEMENT, subject to Grantee's acceptance, demonstrated by Grantee's beginning performance or written acceptance of
this Agreement. Any COUNTER-OFFER automatically CANCELS this Agreement, unless a change order is issued by the State accepting a
counter-offer. Except as provided herein, the State shall not be responsible or liable for any Work performed prior to issuance of this Agreement.
The State's financial obligations to the Grantee are limited by the amount of Grant Funds awarded as reflected on the face of the Small Dollar
Grant Award.
2. Order of Precedence. In the event of a conflict or inconsistency within this Agreement, such conflict or inconsistency shall be resolved by
giving preference to the documents in the following order of priority: (1) the Small dollar Grant Award document; (2) these terms and conditions
(including, if applicable, Addendum 1 below); and (3) any attachments, exhibits, specifications, or appendices, whether attached or incorporated
by reference. Notwithstanding the above, if this Agreement has been funded, in whole or in part, with a Federal Award, in the event of a conflict
between the Federal Grant and this Agreement, the provisions of the Federal Grant shall control. Grantee shall comply with all applicable Federal
provisions at all times during the term of this Agreement. Any terms and conditions included on Grantee's forms or invoices not included in this
Agreement are void.
3. Changes. Once accepted in accordance with §1, this Agreement shall not be modified, superseded or otherwise altered, except in writing by
the State and accepted by Grantee.
4. Definitions. The following terms shall be construed and interpreted as follows: (a) "Award" means an award by a Recipient to a Subrecipient;
(b) "Budget" means the budget for the Work described in this Agreement; (c) "Business Day" means any day in which the State is open and
conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in CRS §24-11-
101(1); (d) "UCC" means the Uniform Commercial Code in CRS Title 4; (e) "Effective Date" means the date on which this Agreement is issued
as shown on the face of the Small Dollar Grant Award; (f) "Federal Award" means an award of federal financial assistance or a cost -reimbursement
contract, , by a Federal Awarding Agency to the Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of
the Federal Award, which terms and conditions shall flow down to the Award unless such terms and conditions specifically indicate otherwise. The
term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program; (g) "Federal Awarding
Agency" means a Federal agency providing a Federal Award to a Recipient; (h) "Grant Funds" means the funds that have been appropriated,
designated, encumbered, or otherwise made available for payment by the State under this Agreement; (i) "Matching Funds" mean the funds
provided by the Grantee to meet cost sharing requirements described in this Agreement; (j) "Recipient" means the State agency identified on the
face of the Small Dollar Grant Award; (k) "Subcontractor" means third parties, if any, engaged by Grantee to aid in performance of the Work; (I)
"Subrecipient" means a non -Federal entity that receives a sub -award from a Recipient to carry out part of a program, but does not include an
individual that is a beneficiary of such program; (m) "Uniform Guidance" means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, identified as the 2 C.F.R. (Code of Federal Regulations) Part 200,
commonly known as the "Super Circular," which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-
133, and the guidance in Circular a-50 on Single Audit Act follow-up; and (n) 'Work" means the goods delivered or services, or both, performed
pursuant to this Agreement and identified as Line Items on the face of the Small Dollar Grant Award.
5. Delivery. Grantee shall furnish the Work in strict accordance with the specifications and price set forth in this Agreement. The State shall
have no liability to compensate Grantee for the performance of any Work not specifically set forth in the Agreement.
6. Rights to Materials. [Not Applicable to Agreements issued either in whole in part for Information Technology, as defined in CRS §
24-37.5-102(2); in which case Addendum 1 §2 applies in lieu of this section.] Unless specifically stated otherwise in this Agreement, all
materials, including without limitation supplies, equipment, documents, content, information, or other material of any type, whether tangible or
intangible (collectively "Materials"), fumished by the State to Grantee or delivered by Grantee to the State in performance of its obligations under
this Agreement shall be the exclusive property the State. Grantee shall return or deliver all Materials to the State upon completion or termination
of this Agreement.
7. Grantee Records. Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records,
documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work
(including, but not limited to the operation of programs) performed under this Agreement (collectively "Grantee Records"). Unless otherwise
specified by the State, the Grantee shall retain Grantee Records for a period (the "Record Retention Period") of three years following the date of
submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each
quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period,
the Record Retention Period shall extend until all litigation, claims or audit finding have been resolved and final action taken by the State or Federal
Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight, or indirect costs, and the State, may notify Grantee in
writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend
three years following final disposition of such property. Grantee shall permit the State, the federal government, and any other duly authorized
agent of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Grantee Records during the Record Retention Period.
Grantee shall make Grantee Records available during normal business hours at Grantee's office or place of business, or at other mutually agreed
upon times or locations, upon no fewer than two Business Days' notice from the State, unless the State determines that a shorter period of notice,
or no notice, is necessary to protect the interests of the State. The State, in its discretion, may monitor Grantee's performance of its obligations
under this Agreement using procedures as determined by the State. The federal government and any other duly authorized agent of a
governmental agency, in its discretion, Grantee shall allow the State to perform all monitoring required by the Uniform Guidance, based on the
State's risk analysis of Grantee and this Agreement, and the State shall have the right, in its discretion, to change its monitoring procedures and
requirements at any time during the term of this Agreement. The State will monitor Grantee's performance in a manner that does not unduly
interfere with Grantee's performance of the Work. Grantee shall promptly submit to the State a copy of any final audit report of an audit performed
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STATE CONTROLLER POLICY
on Grantee Records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee, a State agency or the State's
authorized representative, or a third party. If applicable, the Grantee may be required to perform a single audit under 2 CFR 200.501, et seq.
Grantee shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government.
8. Reporting. If Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision
making body, and such pleading or document relates to this Agreement or may affect Grantee's ability to perform its obligations under this
Agreement, Grantee shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to
the State. Grantee shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all violations of federal or State
criminal law involving fraud, bribery, or gratuity violations potentially affecting the Award. The State or the Federal Awarding Agency may impose
any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or
debarment.
9. Conflicts of Interest. Grantee acknowledges that with respect to this Agreement, even the appearance of a conflict of interest is harmful to
the State's interests. Absent the State's prior written approval, Grantee shall refrain from any practices, activities, or relationships that reasonably
may appear to be in conflict with the full performance of Grantee's obligations to the State under this Agreement. If a conflict or appearance of a
conflict of interest exists, or if Grantee is uncertain as to such, Grantee shall submit to the State a disclosure statement setting forth the relevant
details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the actual or
apparent conflict constitutes a breach of this Agreement. Grantee certifies that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not acquire any interest,
direct or indirect, that would conflict in any manner or degree with the performance of Grantee's Services and Grantee shall not employ any person
having such known interests.
10. Taxes. The State is exempt from federal excise taxes and from State and local sales and use taxes. The State shall not be liable for the
payment of any excise, sales, of use taxes imposed on Grantee. A tax exemption certificate will be made available upon Grantee's request.
Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in
connection with this Agreement.
11. Payment. Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount
under this Agreement that exceeds the Document Total shown on the face of the Small Dollar Grant Award. The State shall pay Grantee in the
amounts and in accordance with the schedule and other conditions set forth in this Agreement. Grantee shall initiate payment requests by invoice
to the State, in a form and manner approved by the State. The State shall pay Grantee for all amounts due within 45 days after receipt of an
Awarding Agency's approved invoicing request, or in instances of reimbursement grant programs a request for reimbursement, compliant with
Generally Accepted Accounting Principles (GAAP) and, if applicable Government Accounting Standards Board (GASB) of amount requested.
Amounts not paid by the State within 45 days of the State's acceptance of the invoice shall bear interest on the unpaid balance beginning on the
45th day at the rate set forth in CRS §24-30-202(24) until paid in full. Interest shall not accrue if a good faith dispute exists as to the State's
obligation to pay all or a portion of the amount due. Grantee shall invoice the State separately for interest on delinquent amounts due, referencing
the delinquent payment, number of day's interest to be paid, and applicable interest rate. The acceptance of an invoice shall not constitute
acceptance of any Work performed under this Agreement. Except as specifically agreed in this Agreement, Grantee shall be solely responsible
for all costs, expenses, and other charges it incurs in connection with its performance under this Grantee.
12. Term. The parties' respective performances under this Agreement shall commence on the "Service From" date identified on the face of the
Small Dollar Grant Award, unless otherwise specified, and shall terminate on the "Service To" date identified on the face of the Small Dollar Grant
Award unless sooner terminated in accordance with the terms of this Agreement.
13. Payment Disputes. If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of
its dispute within 30 days following the earlier to occur of Grantee's receipt of the payment or notification of the determination or calculation of the
payment by the State. The State will review the information presented by Grantee and may make changes to its determination based on this
review. The calculation, determination or payment amount that results from the State's review shall not be subject to additional dispute under this
subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall
not pay any interest on any amount during the period it is subject to dispute under this subsection.
14. Matching Funds. Grantee shall provide Matching Funds, if required by this Agreement. If permitted under the terms of the grant and per this
Agreement, Grantee may be permitted to provide Matching Funds prior to or during the course of the project or the match will be an in -kind match.
Grantee shall report to the State regarding the status of such funds upon request. Grantee's obligation to pay all or any part of any Matching
Funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized
representatives of Grantee and paid into Grantee's treasury or bank account. Grantee represents to the State that the amount designated
"Grantee's Matching Funds" pursuant to this Agreement, has been legally appropriated for the purposes of this Agreement by its authorized
representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for
payments in future fiscal years, and this Agreement is not intended to create a multiple -fiscal year debt of Grantee. Grantee shall not pay or be
liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee's laws or policies.
15. Reimbursement of Grantee Costs. If applicable, the State shall reimburse Grantee's allowable costs, not exceeding the maximum total
amount described in this Agreement for all allowable costs described in the grant except that Grantee may adjust the amounts between each line
item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to, and received approval from the State
of the change, the change does not modify the total maximum amount of this Agreement, and the change does not modify any requirements of
the Work. If applicable, the State shall reimburse Grantee for the properly documented allowable costs related to the Work after review and
approval thereof, subject to the provisions of this Agreement. However, any costs incurred by Grantee prior to the Effective Date shall not be
reimbursed absent specific allowance of pre -award costs. Grantee's costs for Work performed after the "Service To" date identified on the face of
the Small Dollar Grant Award, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The
State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are (a) reasonable and necessary
to accomplish the Work, and (b) equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that
reduce the costs actually incurred).
16. Close -Out. Grantee shall close out this Award within 45 days after the "Service To" date identified on the face of the Small Dollar Grant
Award, including any modifications. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined
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STATE CONTROLLER POLICY
in this Agreement and Grantee's final reimbursement request or invoice. In accordance with the Agreement, the State may withhold a percentage
of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete.
17. Assignment. Grantee's rights and obligations under this Agreement may not be transferred or assigned without the prior, written consent of
the State and execution of a new agreement. Any attempt at assignment or transfer without such consent and new agreement shall be void. Any
assignment or transfer of Grantee's rights and obligations approved by the State shall be subject to the provisions of this Agreement.
18. Subcontracts. Grantee shall not enter into any subcontract in connection with its obligations under this Agreement without the prior, written
approval of the State. Grantee shall submit to the State a copy of each subcontract upon request by the State. All subcontracts entered into by
Grantee in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are
governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement.
19. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations in
accordance with the intent of the Agreement.
20. Survival of Certain Agreement Terms. Any provision of this Agreement that imposes an obligation on a party after termination or expiration
of the Agreement shall survive the termination or expiration of the Agreement and shall be enforceable by the other party.
21. Third Party Beneficiaries. Except for the parties' respective successors and assigns, this Agreement does not and is not intended to confer
any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder
are reserved solely to the parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement,
and do not create any rights for such third parties.
22. Waiver. A party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement,
shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such
right, power, or privilege.
23. Indemnification. [Not Applicable to Inter -governmental agreements] Grantee shall indemnify, save, and hold harmless the State, its
employees, agents and assignees (the "Indemnified Parties"), against any and all costs, expenses, claims, damages, liabilities, court awards and
other amounts (including 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. This shall include, without limitation, any and all costs,
expenses, claims, damages, liabilities, court awards and other amounts incurred by the Indemnified Parties in relation to any claim that any work
infringes a patent, copyright, trademark, trade secret, or any other intellectual property right or any claim for loss or improper disclosure of any
confidential information or personally identifiable information. If Grantee is a public agency prohibited by applicable law from indemnifying any
party, then this section shall not apply.
24. Notice. All notices given under this Agreement shall be in writing, and shall be delivered to the contacts for each party listed on the face of
the Small Dollar Grant Award. Either party may change its contact or contact information by notice submitted in accordance with this section
without a formal modification to this Agreement.
25. Insurance. Except as otherwise specifically stated in this Agreement or any attachment or exhibit to this Agreement, Grantee shall obtain
and maintain insurance as specified in this section at all times during the term of the Agreement: (a) workers' compensation insurance as required
by state statute, and employers' liability insurance covering all Grantee employees acting within the course and scope of their employment, (b)
Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum
limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 products and completed operations aggregate; and
$50,000 any one fire, and (c) Automobile liability insurance covering any auto (including owned, hired and non -owned autos) with a minimum limit
of $1,000,000 each accident combined single limit. If Grantee will or may have access to any protected information, then Grantee shall also obtain
and maintain insurance covering loss and disclosure of protected information and claims based on alleged violations of privacy right through
improper use and disclosure of protected information with limits of $1,000,000 each occurrence and $1,000,000 general aggregate at all times
during the term of the Small Dollar Grant Award. Additional insurance may be required as provided elsewhere in this Agreement or any attachment
or exhibit to this Agreement. All insurance policies required by this Agreement shall be issued by insurance companies with an AM Best rating of
A -VIII or better. If Grantee is a public agency within the meaning of the Colorado Govemmental Immunity Act, then this section shall not apply and
Grantee shall instead comply with the Colorado Govemmental Immunity Act.
26. Termination Prior to Grantee Acceptance. If Grantee has not begun performance under this Agreement, the State may cancel this
Agreement by providing written notice to the Grantee.
27. Termination for Cause. If Grantee refuses or fails to timely and properly perform any of its obligations under this Agreement with such
diligence as will ensure its completion within the time specified in this Agreement, the State may notify Grantee in writing of non-performance and,
if not corrected by Grantee within the time specified in the notice, terminate Grantee's right to proceed with the Agreement or such part thereof as
to which there has been delay or a failure. Grantee shall continue performance of this Agreement to the extent not terminated. Grantee shall be
liable for excess costs incurred by the State in procuring similar Work and the State may withhold such amounts, as the State deems necessary.
If after rejection, revocation, or other termination of Grantee's right to proceed under the Colorado Uniform Commercial Code (CUCC) or this
clause, the State determines for any reason that Grantee was not in default or the delay was excusable, the rights and obligations of the State
and Grantee shall be the same as if the notice of termination had been issued pursuant to termination under §28.
28. Termination in Public Interest. The State is entering into this Agreement for the purpose of carrying out the public interest of the State, as
determined by its Governor, General Assembly, Courts, or Federal Awarding Agency. If this Agreement ceases to further the public interest of the
State as determined by its Governor, General Assembly, Courts, or Federal Awarding Agency, the State, in its sole discretion, may terminate this
Agreement in whole or in part and such termination shall not be deemed to be a breach of the State's obligations hereunder. This section shall
not apply to a termination for cause, which shall be governed by §27. A determination that this Small Dollar Grant Award should be terminated in
the public interest shall not be equivalent to a State right to terminate for convenience. The State shall give written notice of termination to Grantee
specifying the part of the Agreement terminated and when termination becomes effective. Upon receipt of notice of termination, Grantee shall not
incur further obligations except as necessary to mitigate costs of performance. The State shall pay the Agreement price or rate for Work performed
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STATE CONTROLLER POLICY
and accepted by State prior to the effective date of the notice of termination. The State's termination liability under this section shall not exceed
the total Agreement price.
29. Termination for Funds Availability. The State is prohibited by law from making commitments beyond the term of the current State Fiscal
Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in
any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non -State funds constitute all or
some of the Grant Funds, the State's obligation to pay Grantee shall be contingent upon such non -State funding continuing to be made available
for payment. Payments to be made pursuant to this Agreement shall be made only from Grant Funds, and the State's liability for such payments
shall be limited to the amount remaining of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable
to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The
State shall, however, remain obligated to pay for Work performed and accepted prior to the effective date of notice of termination, and this
termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §28.
30. Grantee's Termination Under Federal Requirements. If the Grant Funds include any federal funds, then Grantee may request termination
of this Grant by sending notice to the State, or to the Federal Awarding Agency with a copy to the State, which includes the reasons for the
termination and the effective date of the termination. If this Grant is terminated in this manner, then Grantee shall return any advanced payments
made for Work that will not be performed prior to the effective date of the termination.
31. Governmental Immunity. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments,
boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado
Governmental Immunity Act, CRS §24-10-101, et seq., the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the
State's risk management statutes, CRS §§24-30-1501, et seq. No term or condition of this Agreement shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes.
32. Grant Recipient. Grantee shall perform its duties hereunder as a grant recipient and not as an employee. Neither Grantee nor any agent or
employee of Grantee shall be deemed to be an agent or employee of the State. Grantee shall not have authorization, express or implied, to bind
the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee and its employees and agents are not
entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise
provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when due all applicable employment taxes and
income taxes and local head taxes incurred pursuant to this Agreement. Grantee shall (a) provide and keep in force workers'
compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested
by the State, and (c) be solely responsible for its acts and those of its employees and agents.
33. Compliance with Law. Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and unfair employment practices.
34. Choice of Law, Jurisdiction and Venue. [Not Applicable to Inter -governmental agreements] Colorado law, and rules and regulations
issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this
Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. Any
provision incorporated herein by reference which purports to negate this or any other provision in this Agreement in whole or in part shall not be
valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by
the operation of this provision or for any other reason shall not invalidate the remainder of this Agreement, to the extent capable of execution.
Grantee shall exhaust administrative remedies in CRS §24-109-106, prior to commencing any judicial action against the State regardless of
whether the Colorado Procurement Code applies to this Agreement.
35. Prohibited Terms. Nothing in this Agreement shall be construed as a waiver of any provision of CRS §24-106-109. Any term included in this
Agreement that requires the State to indemnify or hold Grantee harmless; requires the State to agree to binding arbitration; limits Grantee's liability
for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with that statute in any way shall be void ab initio.
36. Public Contracts for Services. [Not Applicable to offer, issuance, or sale of securities, investment advisory services, fund
management services, sponsored projects, intergovernmental grant agreements, or information technology services or products and
services] Grantee certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under
this Agreement and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform
work under this Agreement, through participation in the E -Verify Program or the Department program established pursuant to CRS §8-17.5-
102(5)(c), Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract or
agreement with a Subcontractor that fails to certify to Grantee that the Subcontractor shall not knowingly employ or contract with an illegal alien
to perform work under this Agreement. Grantee shall (a) not use E -Verify Program or Department program procedures to undertake pre-
employment screening of job applicants during performance of this Agreement, (b) notify Subcontractor and the State within three days if Grantee
has actual knowledge that Subcontractor is employing or contracting with an illegal alien for work under this Agreement, (c) terminate the
subcontract if Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving notice, and (d) comply with
reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor
and Employment If Grantee participates in the Department program, Grantee shall deliver to the State a written, notarized affirmation that Grantee
has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Grantee
fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the State may terminate this Agreement for breach and, if so
terminated, Grantee shall be liable for damages.
37. Public Contracts with Natural Persons. Grantee, if a natural person 18 years of age or older, hereby swears and affirms under penalty of
perjury that the person (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions
of CRS §24-76.5-101 et seq., and (c) has produced a form of identification required by CRS §24-76.5-103 prior to the date Grantee begins Work
under terms of the Agreement.
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STATE CONTROLLER POLICY
ADDENDUM 1:
Additional Terms & Conditions for Information Technology
IF ANY PART OF THE SUBJECT MATTER OF THIS AGREEMENT IS INFORMATION TECHNOLOGY, AS
DEFINED IN CRS § 24-37.5-102 (2), THE FOLLOWING PROVISIONS ALSO APPLY TO THIS AGREEMENT.
A. Definitions. The following terms shall be construed and interpreted as follows: (a) "CJI" means criminal justice information collected by
criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal
justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as
amended, and all Criminal Justice Records as defined under CRS §24-72-302; (b) "Incident" means any accidental or deliberate event that results
in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or
information resources of the State, pursuant to CRS §§24-37.5-401 et seq.; (c) "PCI" means payment card information including any data related
to credit card holders' names, credit card numbers, or the other credit card information as may be protected by state or federal law; (d) "PHI"
means any protected health information, including, without limitation any information whether oral or recorded in any form or medium that relates
to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future
payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to
believe the information can be used to identify the individual including, without limitation, any information defined as Individually Identifiable Health
Information by the federal Health Insurance Portability and Accountability Act; (e) "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, including, without limitation, all information
defined as personally identifiable information in CRS §24-72-501; (f) "State Confidential Information" means any and all State Records not
subject to disclosure under the Colorado Open Records Act and includes, without limitation, PII, PHI, PCI, Tax Information, CJI, and State
personnel records not subject to disclosure under the Colorado Open Records Act, (g) "State Fiscal Rules" means those fiscal rules promulgated
by the Colorado State Controller pursuant to CRS §24-30-202(13)(a); (h) "State Fiscal Year" means a 12 month period beginning on July 1 of
each calendar year and ending on June 30 of the following calendar year; (i) "State Records" means any and all State data, information, and
records, regardless of physical form; (j) "Tax Information" means federal and State of Colorado tax information including, without limitation, federal
and State tax retums, retum information, and such other tax -related information as may be protected by federal and State law and regulation,
including, without limitation all information defined as federal tax information in Internal Revenue Service Publication 1075; and (k) 'Work Product"
means the tangible and intangible results of the delivery of goods and performance of services, whether finished or unfinished, including drafts.
Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans,
notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how,
information, and any other results of the Work, but does not include any material that was developed prior to the Effective Date that is used, without
modification, in the performance of the Work.
B. Intellectual Property. Except to the extent specifically provided elsewhere in this Agreement, any State information, including without
limitation pre-existing State software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials;
or Work Product prepared by Grantee in the performance of its obligations under this Agreement shall be the exclusive property of the State
(collectively, "State Materials"). All State Materials shall be delivered to the State by Grantee upon completion or termination of this Agreement.
The State's exclusive rights in any Work Product prepared by Grantee shall include, but not be limited to, the right to copy, publish, display,
transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit any State Materials to be used for any purpose other
than the performance of Grantee's obligations hereunder without the prior written consent of the State. The State shall maintain complete and
accurate records relating to (a) its use of all Grantee and third party software licenses and rights to use any Grantee or third party software granted
under this Agreement and its attachments to which the State is a party and (b) all amounts payable to Grantee pursuant to this Agreement and its
attachments and the State's obligations under this Agreement or any amounts payable to Grantee in relation to this Agreement, which records
shall contain sufficient information to permit Grantee to confirm the State's compliance with the use restrictions and payment obligations under
this Agreement or to any third party use restrictions to which the State is a party. Grantee retains the exclusive rights, title and ownership to any
and all pre-existing materials owned or licensed to Grantee including, but not limited to all pre-existing software, licensed products, associated
source code, machine code, text images, audio, video, and third party materials, delivered by Grantee under the Agreement, whether incorporated
in a deliverable or necessary to use a deliverable (collectively, "Grantee Property"). Grantee Property shall be licensed to the State as set forth in
a State -approved license agreement (a) entered into as exhibits or attachments to this Agreement, (b) obtained by the State from the applicable
third party Grantee, or (c) in the case of open source software, the license terms set forth in the applicable open source license agreement.
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision incorporated in any exhibit or attachment attached
hereto, any provision incorporated in any terms and conditions appearing on any website, any provision incorporated into any click through or
online agreements, or any provision incorporated into any other document or agreement between the parties that (a) requires the State or the
State to indemnify Grantee or any other party, (b) is in violation of State laws, regulations, rules, State Fiscal Rules, policies, or other State
requirements as deemed solely by the State, or (c) is contrary to this Agreement.
C. Information Confidentiality. Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless
those State Records are publicly available. Grantee shall not, without prior written approval of the State, use, publish, copy, disclose to any third
party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law, or approved in
writing by the State. If Grantee will or may have access to any State Confidential Information or any other protected information, Grantee shall
provide for the security of all State Confidential Information in accordance with all applicable laws, rules, policies, publications, and guidelines.
Grantee shall comply with all Colorado Office of Information Security ("OIS") policies and procedures which OIS has issued pursuant to CRS §§24-
37.5-401 through 406 and 8 CCR §1501-5 and posted at http://oit.state.co.us/ois, all information security and privacy obligations imposed by any
federal, state, or local statute or regulation, or by any industry standards or guidelines, as applicable based on the classification of the data relevant
to Grantee's performance under this Agreement. Such obligations may arise from: Health Information Portability and Accountability Act (HIPAA);
IRS Publication 1075; Payment Card Industry Data Security Standard (PCI-DSS); FBI Criminal Justice Information Service Security Addendum;
Centers for Medicare & Medicaid Services (CMS) Minimum Acceptable Risk Standards for Exchanges; and Electronic Information Exchange
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Effective Date: 7/1/2019
1
Security Requirements and Procedures for State and Local Agencies Exchanging Electronic Information with The Social Security Administration.
Grantee shall immediately forward any request or demand for State Records to the State's principal representative.
D. Other Entity Access and Nondisclosure Agreements. Grantee may provide State Records to its agents, employees, assigns and
Subcontractors as necessary to perform the work, but shall restrict access to State Confidential Information to those agents, employees, assigns,
and Subcontractors who require access to perform their obligations under this Agreement. Grantee shall ensure all such agents, employees,
assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the
nondisclosure provisions are in force at all times the agent, employee, assign, or Subcontractors has access to any State Confidential Information.
Grantee shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions if requested by
the State.
E. Use, Security, and Retention. Grantee shall use, hold, and maintain State Confidential Information in compliance with any and all applicable
laws and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all
State Confidential Information. Grantee shall provide the State with access, subject to Grantee's reasonable security requirements, for purposes
of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration
or termination of this Agreement, Grantee shall 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.
F. Incident Notice and Remediation. If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the
State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Grantee can establish
none of Grantee or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee shall be responsible
for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk
of incurring a simiar 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 actual costs thereof.
G. Data Protection and Handling. Grantee shall ensure that all State Records and Work Product in the possession of Grantee or any
Subcontractors are protected and handled in accordance with the requirements of this Agreement at all times. Upon request by the State made
any time prior to 60 days following the termination of this Agreement for any reason, whether or not this Agreement is expiring or terminating,
Grantee shall make available to the State a complete and secure download file of all data that is encrypted and appropriately authenticated. This
download file shall be made available to the State within 10 Business Days following the State's request, and shall contain, without limitation, all
State Records, Work Product, and any other information belonging to the State. Upon the termination of Grantee's services under this Agreement,
Grantee shall, as directed by the State, return all State Records provided by the State to Grantee, and the copies thereof, to the State or destroy
all such State Records and certify to the State that it has done so. If legal obligations imposed upon Grantee prevent Grantee from returning or
destroying all or part of the State Records provided by the State, Grantee shall guarantee the confidentiality of all State Records in Grantee's
possession and will not actively process such data. The State retains the right to use the established operational services to access and retrieve
State Records stored on Grantee's infrastructure at its sole discretion and at any time.
H. Compliance. If applicable, Grantee shall review, on a semi-annual basis, all OIS policies and procedures which OIS has promulgated
pursuant to CRS §§ 24-37.5-401 through 406 and 8 CCR § 1501-5 and posted at htto://oit.state.co.us/ois to ensure compliance with the standards
and guidelines published therein. Grantee shall cooperate, and shall cause its Subcontractors to cooperate, with the performance of security audit
and penetration tests by OIS or its designee.
I. Safeguarding 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, all State requirements relating to non -disclosure, use of
appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption,
security inspections, and audits. Grantee shall take full responsibility for the security of all PII in its possession or in the possession of its
Subcontractors, and shall hold the State harmless for any damages or liabilities resulting from the unauthorized disclosure or loss thereof. Grantee
shall be a "Third -Party Service Provider" as defined in CRS §24-73-103(1)(i) and shall maintain security procedures and practices consistent with
CRS §§24-73-101 et seq.
J. Software Piracy Prohibition. The State or other public funds payable under this Agreement shall not be used for the acquisition, operation,
or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants
that, during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent
such improper use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available
at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with
federal copyright laws or applicable licensing restrictions.
K. Information Technology. To the extent that Grantee provides physical or logical storage of State Records; Grantee creates, uses,
processes, discloses, transmits, or disposes of State Records; or Grantee is otherwise given physical or logical access to State Records in order
to perform Grantee's obligations under this Agreement, the following terms shall apply. Grantee shall, and shall cause its Subcontractors, to:
Provide physical and logical protection for all hardware, software, applications, and data that meets or exceeds industry standards and the
requirements of this Agreement; Maintain network, system, and application security, which includes, but is not limited to, network firewalls, intrusion
detection (host and network), annual security testing, and improvements or enhancements consistent with evolving industry standards; Comply
with State and federal rules and regulations related to overall security, privacy, confidentiality, integrity, availability, and auditing; Provide that
security is not compromised by unauthorized access to workspaces, computers, networks, software, databases, or other physical or electronic
environments; Promptly report all Incidents, including Incidents that do not result in unauthorized disclosure or loss of data integrity, to a designated
representative of the OIS; Comply with all rules, policies, procedures, and standards issued by the Governor's Office of Information Technology
(OIT), including project lifecycle methodology and governance, technical standards, documentation, and other requirements posted at
www.oit.state.co.us/about/policies. Grantee shall not allow remote access to State Records from outside the United States, including access by
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Effective Date: 7/1/2019
STATE CONTROLLER POLICY
Grantee's employees or agents, without the prior express written consent of OIS. Grantee shall communicate any request regarding non-U.S.
access to State Records to the State. The State, acting by and through OIS, shall have sole discretion to grant or deny any such request.
Page 7 of 7
Effective Date: 7/1/2019
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 agreements (CRDA) pursuant to the Federal Technology Transfer
Act of 1986, as amended (15 U.S.C. 3710);
2.1.2.1.4. Loans;
2.1.2.1.5. Loan Guarantees;
2.1.2.1.6. Subsidies;
2.1.2.1.7. Insurance;
2.1.2.1.8. Food commodities;
2.1.2.1.9. Direct appropriations;
2.1.2.1.10. Assessed and voluntary contributions; and
2.1.2.1.11. Other financial assistance transactions that authorize the expenditure of Federal
funds by non -Federal Entities.
2.1.2.1.12. Any other items specified by OMB in policy memoranda available at the OMB
website or other source posted by the OMB.
2.1.2.2. Award does not include:
2.1.2.2.1. Technical assistance, which provides services in lieu of money;
2.1.2.2.2. A transfer of title to Federally -owned property provided in lieu of money; even
if the award is called a grant;
FEDERAL PROVISIONS (Version 11/01/2018) Page 1 of 10
2.1.2.2.3. Any award classified for security purposes; or
2.1.2.2.4. Any award funded in whole or in part with Recovery funds, as defined in section
1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public
Law 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 Subaward to a non -
Federal entity.
2.1.6. "Executive" means an officer, managing partner or any other employee in a
management position.
2.1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by
a Federal agency to a Prime Recipient.
2.1.8. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a
Recipient as described in 2 CFR §200.37
2.1.9. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006
(Public Law 109-282), as amended by §6202 of Public Law 110-252. FFATA, as
amended, also is referred to as the "Transparency Act."
2.1.10. "OMB" means the Executive Office of the President, Office of Management and
Budget.
2.1.11. "Prime Recipient" means a Colorado State agency or institution of higher education
that receives an Award.
2.1.12. "Subaward" means an award by a Recipient to a Subrecipient funded in whole or in
part by a Federal Award. The terms and conditions of the Federal Award flow down
to the Award unless the terms and conditions of the Federal Award specifically indicate
otherwise in accordance with 2 CFR §200.38. The term does not include payments to
a contractor or payments to an individual that is a beneficiary of a Federal program.
2.1.13. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or
Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient
to support the performance of the Federal project or program for which the Federal
FEDERAL PROVISIONS (Version 11/01/2018) Page 2 of 10
funds were awarded. A Subrecipient is subject to the terms and conditions of the
Federal Award to the Prime Recipient, including program compliance requirements.
The term "Subrecipient" includes and may be referred to as Subgrantee. The term does
not include an individual who is a beneficiary of a federal program.
2.1.14. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -
digit Data Universal Numbering System (DUNS) number that appears in the
subrecipient's System for Award Management (SAM) profile, if applicable.
2.1.15. "Federal Provisions" means these Federal Provisions for Federally Funded Contracts,
Grants, and Purchase Orders subject to the Transparency Act and Uniform Guidance,
as may be revised pursuant to ongoing guidance from the relevant Federal or State of
Colorado agency or institutions of higher education.
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.
FEDERAL PROVISIONS (Version 11/01/2018) Page 3 of 10
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.
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.
FEDERAL PROVISIONS (Version 11/01/2018) Page 4 of 10
No direct payment shall be made to Contractor for providing any reports required under
these Federal Provisions and the cost of producing such reports shall be included in the
Agreement price. The reporting requirements in this Exhibit are based on guidance from
the US Office of Management and Budget (OMB), and as such are subject to change at any
time by OMB. Any such changes shall be automatically incorporated into this Agreement
and shall become part of Contractor's obligations under this Agreement.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING.
7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the
initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent
Award modifications result in a total Award of $25,000 or more, the Award is subject to
the reporting requirements as of the date the Award exceeds $25,000. If the initial Award
is $25,000 or more, but funding is subsequently de -obligated such that the total award
amount falls below $25,000, the Award shall continue to be subject to the reporting
requirements.
7.2. The procurement standards in §9 below are applicable to new Awards made by Prime
Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to
audits of fiscal years beginning on or after December 26, 2014.
8. SUBRECIPIENT REPORTING REQUIREMENTS.
8.1. If Contractor is a Subrecipient, Contractor shall report as set forth below.
8.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements
in SAM for each Federal Award Identification Number no later than the end of the
month following the month in which the Subaward was made:
8.1.1.1. Subrecipient DUNS Number;
8.1.1.2. Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT)
account;
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.
FEDERAL PROVISIONS (Version 11/01/2018) Page 5 of 10
9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement
procedures which reflect applicable State, local, and Tribal laws and regulations, provided
that the procurements conform to applicable Federal law and the standards identified in the
Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof.
9.2. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of
a political subdivision of the State, its contractors must comply with section 6002 of the
Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.
The requirements of Section 6002 include procuring only items designated in guidelines of
the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest
percentage of recovered materials practicable, consistent with maintaining a satisfactory
level of competition, where the purchase price of the item exceeds $10,000 or the value of
the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid
waste management services in a manner that maximizes energy and resource recovery; and
establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
10. ACCESS TO RECORDS
10.1. A Subrecipient shall permit Recipient and auditors to have access to Subrecipient's records
and financial statements as necessary for Recipient to meet the requirements of §200.331
(Requirements for pass -through entities), §§200.300 (Statutory and national policy
requirements) through 200.309 (Period of performance), and Subpart F -Audit
Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5).
11. SINGLE AUDIT REQUIREMENTS
11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient's
fiscal year, the Subrecipient shall procure or arrange for a single or program -specific audit
conducted for that year in accordance with the provisions of Subpart F -Audit Requirements
of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996,
(31 U.S.C. 7501-7507). 2 CFR §200.501.
11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with
Uniform Guidance §200.514 (Scope of audit), except when it elects to have a program -
specific audit conducted in accordance with §200.507 (Program -specific audits). The
Subrecipient may elect to have a program -specific audit if Subrecipient expends
Federal Awards under only one Federal program (excluding research and development)
and the Federal program's statutes, regulations, or the terms and conditions of the
Federal award do not require a financial statement audit of Prime Recipient. A
program -specific audit may not be elected for research 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.
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11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise
arrange for the audit required by Part F of the Uniform Guidance and ensure it is
properly performed and submitted when due in accordance with the Uniform Guidance.
Subrecipient shall prepare appropriate financial statements, including the schedule of
expenditures of Federal awards in accordance with Uniform Guidance §200.510
(Financial statements) and provide the auditor with access to personnel, accounts,
books, records, supporting documentation, and other information as needed for the
auditor to perform the audit required by Uniform Guidance Part F -Audit Requirements.
12. CONTRACT PROVISIONS FOR 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, "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,
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12.1.1.1.4.
12.1.1.1.5.
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
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
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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 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.
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13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to
submit certifications and representations required by Federal statutes or regulations on an
annual basis. 2 CFR §200.208. Submission may be required more frequently if
Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in
writing to the State at the end of the Award that the project or activity was completed or
the level of effort was expended. 2 CFR §200.201(3). If the required level of activity or
effort was not carried out, the amount of the Award must be adjusted.
14. EXEMPTIONS.
14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural
person, unrelated to any business or non-profit organization he or she may own or operate
in his or her name.
14.2. A Contractor with gross income from all sources of less than $300,000 in the previous tax
year is exempt from the requirements to report Subawards and the Total Compensation of
its most highly compensated Executives.
14.3. There are no Transparency Act reporting requirements for Vendors.
15. EVENT OF DEFAULT.
15.1. Failure to comply with these Federal Provisions shall constitute an event of default under
the Agreement and the State of Colorado may terminate the Agreement upon 30 days prior
written notice if the default remains uncured five calendar days following the termination
of the 30 day notice period. This remedy will be in addition to any other remedy available
to the State of Colorado under the Agreement, at law or in equity.
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