HomeMy WebLinkAboutResolution 2015-0010CITY OF WHEAT RIDG E, COLORADO
RE SO L UTI ON NO. 10
Series of 2015
T ITLE : A RESOLUTION APPROVING AN A MENDMENT TO THE
INTERGOVERNMENTAL AGREEM ENT WI TH TH E
COLORADO DEPARTMENT OF TRANSPORTATION FOR
THE KIPLING STREET MULTI-USE TRAIL FROM 32N° TO
44TH AVENUE
WHEREAS , the City Council wishes to provide for the construction of the Kipling
Street multi-use trail from 32 "d to 44th Avenue ; and
WHERE AS , the City has been awarded a federal transportation grant by the
Denver Regional Council of Governments (DRCOG) to construct this particular trail
segment; and
WHEREAS , the City has negotiated an intergovernmental agreement (IGA) with
the Colorado Department of Transportation , DRCOG 's funding steward , for the funding
of the Project; and
WHEREAS , project funds have been programmed in the 2014 and 2015 Capital
Investment Program budgets in the amounts of $350 ,314 and $2 ,835 ,000 respect ively
for the Kipling Street Pedestrian Improvements. An amendment to said IGA is
necessary in order to authorize funds for construction , and to allow the City to obtain
re i mbursement of 82.79% of the Project costs from COOT upon Project completion .
NOW, THEREFORE , BE IT RESOLVED by the City Council of the City of
Wheat Ridge , Colorado, as follows :
Secti on 1. IGA Amendmen t Approv ed . The IGA amendment
between the City and the Colorado Department of Transportation for
Project 18583 : Kipl i ng Street Multi-Use Trail construction from 32"d to
441h Avenue is hereby approved and the Mayor and City Clerk are
authorized and directed to execute the same .
Secti on 2. Effecti ve Da t e. This Resolution
immediately upon adoption .
shall be effective
-c~v .)
DONE AND RESO L VED this I day of .ttfnttarVf , 2015.
ATTEST:
~;~or
Amt!ndment #I
Project #: I ~581, STU 391 A-008
Project Name: KIPLING '\tU L TI-USE PATH :
32NDTO 44TH
Original Co ntr-a ct Routing # 12 HA6 36668
Amendment Routing#: 15-HA 1-ZM-00 195
ID # 40000033 1 271001527 471000093
CONTRA CT AMENDMENT
1. PARTIES
Thl'> Amendment to the above-referenced Onginal Contract (heremafter called the C{mtract) is entered into by
ami between CITY OF WHEAT RIDGE (hereinafter called "Contractor"), and the STATE OF COLORADO
(heremafler c.:alled the ··state"') acung by and through the Dcpanment of Transponation. (hereinafter called
"COOT").
2. EFFECTIVE DATE AND ENFORCEABILITY
Thi'> Amendment shall not be effective or enforceable until it IS approved and signed by the Colorado State
Controller or des1gnee (hereinafter called the "Eflective Date!"). Tht! State shall not be liable to pay or reimburse
Contractor for an) performance hereunder including. but ntll limited to. CO\h or expen~es incurred, or be bound
by an> prc>V1sion hereof prior to the Effective Date
3. FA CTUAL RECITALS
The Panie~ entered the Contract for the design and con'ltrucuon of the llll\\ing 'egmcnts of a I 0 foot wide
multi w.e path along the ca.'-ot side of Kipling Street from 3~"J A venue to 44 1h A \enue .
4. CONSIDERATION-COLORADO SPECIAL PROVISIONS
The Pan1e' ad. no" ledge that the mutual promises and co,enant'> contained herem and other good and valuable
con~1derauon are c;uffic1ent and adequate to support thl'> Amendment The Pan1e' agree to replacing the
Colorado Spcc1al Prowaons wuh the mo-.t rect!nt \Crs1on (If '>llch have been updated ~mce the Contr.tct and an}
modification thereto were cffecli,e) as part consideration for th1<. Amendment . If applicable. such Special
Pronsll)n~ are attached hereto and incorporated by reference herem a.<> Secuon
5. LIMITS OF EFFECT
Thl'> Amendment is mcorporated by reference mto the Contract, and the Contmct and all prior amendments
thereto. 1f any. remain in full force and effect except a., specifically modified herem
6. Modifications
This amendment and all pri or amendments th ereto. if any, are modified a!, follows:
i. reduce Toto I Budgeted Funds of $3,178,000.00 by $178.823.00 to a new Total
Budgeted Funds amount of$2,999.1 17.00:
ti. encumber Conmuction Phase fund~ of $2.656.117.00:
ii1. replace Exhibit C with Exhibit C-1. Any reference!) 10 Exhibit C '>hall hereby refer to Exhibit
C-1:
tv . replace Section 7, Option Letter Modification, with updated language:
v replace the Bilmeral Sample Option Letter wtth CJ Untlateral Sample Optton Letter by replacing
EAhibit D wtlh Exhibit D-1 :
'1. modtf}' Supplemental Federal Pn)\ i:,ion., by replacing Exhibit K "-ith Exhibit K-1;
vit . Section 7 i'> deleted in its entirely and replaced with the follov.tng language :
An option leuer may he used to add a phase wit how increasing wtal budgeTed ftmds,
increase or decrease the encumherance amounT liS shown em Exhibit C. and/or tranfer
fwul\ from one phase To anmher. OpTion letter modificarion is limited to the specific
scenarios listed below. The option letter shall not be deemed valid umil signed by The
State Controller or an aurhori:ed dele,~ate.
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A . Option to add a phase and/or in cr ea se o r d ec rease the total en cumbrance amo unt
The Stme may require the Local Agencr to begin a phase that may include Design.
Comtmction. Em·ironmental. Utilitie\. ROW lncidemal\ or Mi'icellaneous (this does
not app/,· to Acquisition/Relocation or Railroads) a.\ detailed in Exhibit A and at the
same temH and conditions swted in the original Agreement. ll'ith the wtal budgeted
funds remaining the same. The State may simultaneously increase and/or decrease the
1010/ encumbrance amount by replacing the original funding exhibit (Exhibit C) in the
oriiflllal Agreement ,.,·ith an updated E xhibit C-1 (.wbsequent exhibits to Exhibit C -1
shall be labeled C -2 . C -3, etc). The State may exercise this option by providing a full_\'
executed option to the Local Agency within thirt y (30) days before the initial wrgeted
start dme of the phase. in a form substantially equivalent to Exhibit D . If the S tate
exercises thi.\ oplion, the Agreemelll will he considered 10 include this oprion pro\•ision.
B. Option to transf er funds from one phase to another phase.
The State may require or permit the Local Agency to transfer fimdsfrom one phase
( De .\ign. Comtruction. Environmental. Utilitie.\, ROW Incidentals or Miscellaneous) 10
a nor her as a result of changes to stare. federal. and local match. The original funding
et:hibit (Exhibit C) in the original Agreemenr will be replaced wirh an updated Exhibit
C -1 (mbsequent exhibirs ro E x hibit C-1 .shall be fabled C-2 . C -3 , etc.) and auached ro
the option letter. The fimds transferred from one phase w anmher are wbject 10 the
\ame term.\ and conditions slated in the original Agreemenl wirh the total budgeied
fimds remaining the same. The Srate may unilaterally etercru this option by providing
afitlh exec/lied option to the Local Agency withinthim· (30) day!; before rhe inirial
targeted start date of the phase. in a form substantially equivalent 10 E xhibit D . Any
lransfer offlmdsfrom one phase ro another i\ limited to an aggregate maximwn of
2-1. 99lk of the original dollar amount of either phase affected by a rramfer. A bilateral
amendment is req11ired for any transfer exceeding 2-1.99% of the original dollar amount
of the phase affected by the increase or decrease.
C. Option to d o both Options A and B .
The Swte 1110)' require the Local Agency 10 add a phase a.\' detailed in Exhibit A. and
encwnher and transfer funds .from one phme TO an01her. The original funding exhibit
(Exhibit C) in the original Agreement will be replaced wilh em updated Exhibit C -1
(subsequent exhibils to Exhibit C -1 shall be labeled C -2, C-3 . ere.) and attached to the
option Ieifer. The addition of a phase and encumbrant'e and transfer of funds are subject
to the same rerms and conditions stated in the original AJ:reement ll'ith the total
budgetedfimds remaining the same. The State may cmilaterall) exercise rhi'l option b_\
pnH'iding a fillly execwed option 10 the Local Agency within thirty ( 30) days before rhe
initial rargered starr date of the phase, in a form mb.Hamiall_v equil·alent to Exhibit D.
7. ST ARTDATE
This Aml.!ndment shall take effect upon the date of tile State Controller·~ Signature
8. ORDER OF PRECEDE NCE
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Except tor the Spe<:inl Provisions, in the event of an) connict. mconsi~t enc). vanance. or contradict iOn between
the prov1s1ons of thi~ Amendment and an} of the provisions of the Contract, the provisions of this Amendment
shall in all respects supersede. govern. and control. The most recent version of the Special Provisions
Jncorporated into the Contract or any amendment shall always control other prov is10ns in the Contract or any
amendments .
9. A VAlLABLE FUNDS
Financial obligations of the state payable after the current liscal year are contingent upon funds fo r that purpose
being appmpriated. budgeted. or otherw1se made available.
THE REMAIND ER OF T HI S PACE INT EN TION ALLY LEFT BLA NK
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SIGNATURE PAGE
Agreement Routing Number 15 -HA 1-ZM-00 195
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
• Persons signing for The Local Agency hereby c:;wear and affirm 1 hut they are authorized to act o n The Local
Agency's behalf and ackno wledge that the State ts rel ying on their representations to that effect.
THE LOCAL AGENCY STATE OF COLORADO
John W. Hickenlooper. GOVERNOR :10 CITY OF WHEAT RIDGE
B~: f,f;'E JAV Colorado Department of Transportation
Tttle: CUj 17 r Donald E. Hunt, Executive Director
ljr9r:"•'"re ~ By: Joshua Luipply, P.E., Chief Engineer
Date: lf9//) Date: J
By:
Title:
2 nd The Local Agency Signature if Needed LEGAL REVIEW
John W. Suthers, Attorney Gener al
By:
Signature -Assistant Anomey General
*Signature
Date :
Date:
ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires th e State Controller to approve all State Agreements. This Agreement is not valid
until s igned and dated below by the State Controller or delegate. The Local Agency is not authorized to begin
performance until s uch time. If The Local Agency begins performing prior thereto, the State of Colorado is
not obligated to pay The Local Agency ror s u ch p erformance or for any goods and/or services provided
hereunder.
STATE CONTROLLER
Robert Jaros, CPA, MBA , JD
By: ______________ _
Colorado DepartmentofTransportatio n
Date: ________ _
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EXHIBIT C-1 -FUNDING PROVISIONS STU 391 A-008 (18583}
1
2
3
A . Cost of Work Estimate
The Local Agency has estimated the tota l cost the Work to be $2,999,117.00, which is to be funded
as follows :
BUDGETED FUNDS
a . Federal Funds (STP Metro @ 82. 79%) $2,4 73 ,000.00
b . Local Agency Matching Funds (FY 14 STP Metro@ 17.21 %) $514 ,075.00
c . Local Agency Overmatch $12,042.00
h-oTAL BUDGETED FUNDS $2,999 ,117.00
ESTIMATED COOT-INCURRED COSTS
a . Federal Share $0.00
(82.79% of Participating Costs )
b . Local Agency $0 .00
TOTAL ESTIMATED COOT-INCURRED COSTS $0.00
ESTIMATED PAYMENT TO LOCAL AGENCY
a . Federal Funds Budgeted (1 a ) $2 ,473,000.00
b . Less Estimated Federal Share of COOT-Incurred Costs (2a) $0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $2,4 73 ,000.00
FORCDOTENCUMBRANCEPURPOSES
Federal Funds (1 a) $2,4 73,000.00
Local Agency Matching Funds (1 b) $514,075.00
Local Agency Over Matching Funds (1c) $12,042.00
Less ROW Acquis ition 3111 and/or ROW Relocation 3109 $0.00
Net to be encumbered as follows: l$2,999,117.00
WBS Element 18583.10.30 Design 3020 $343,000 .00
WBS Element 18583.20.1 0 Canst 3301 $2,656 117.00
Exhib it C-1 Page 1 of 2
B . Matching Funds
The match1ng rat1o for the federal participatmg funds for th 1s Wo rk is 82.79% federal-aid funds
(CFDA #20 .205) to 17 .21 % Local Agency funds , it be1ng understood that such rat1o applies only
to the $2,987.075.00 ($2,473 ,000.00 Federal Funds and $514 ,075.00 Local Agency Matching
Funds ) that IS elig ible for federal participation, 11 bei ng further understood that all
non-participating costs are borne by the Local Agency at 1 00%. If the total part icipating cost of
performance of the Work exceeds $2,987,075.00, and addit ional federal funds are made
available for the Work, the Local Agency shall pay 17.21 % of all such costs elig1ble for federal
part1c1pat1on and 1 00 % of all non -participating costs ; if additional federal funds are not made
available, the Local Agency shall pay all such excess costs . If the total participating cost of
performance of the Work is less than $2,987,075.00, then the amounts of Local Agency and
federal -aid funds will be decreased in accordance with the funding ratio described herein . The
performance of the Work shall be at no cost to the State.
C . Maximum Amount Payable
The maximum amount payable to the Local Agency under this Agreement shall be
$2,473,000.00 (For COOT accounting purposes, the federal funds of $2,473,000.00 and the
Local Agency matching funds of $514,075.00 and Local Agency Overmatch of $12,042.00 will
be encumbered for a total encumbrance of $2,999,117.00), unless such amount is increased by
an appropriate written modification to this Agreement executed before any increased cost is
mcurred. It is understood and agreed by the parties hereto that the total cost of the Work stated
hereinbefore is the best estimate available, based on the des1gn data as approved at the time of
execution of this Agreement, and that such cost is subject to revisions (in accord with the
procedure in the previous sentence ) agreeable to the part1es pnor to bid and award.
D. Single Audit Act Amendment
All state and local government and non-profit orgamzations rece iving more than $500,000 from
all funding sources def1ned as federal financ1al ass1stance for Smg le Audit Act Amendment
purposes shall comply w1th the audit requirements of OMB Circular A-133 (Audits of States,
Local Governments and Non-Profit Organizations) see also , 49 C .F.R. 18.20 through 18.26. The
Single Audit Act Amendment requirements applicable to the Local Agency receiving federal
funds are as follows :
I. Expenditure less than $500,000
If the Local Agency expends less than $500,000 in Federal funds (all federal sources, not
just Highway funds) in its fiscal year then this requirement does not apply.
il. Expenditure exceeding than $500,000-Highway Funds Only
If the Local Agency expends more than $500,000 in Federal funds, but only received federal
Highway funds (Catalog of Federal Domestic Assistance , CFDA 20.205) then a program
specific audit shall be performed. Th1s audit will examine the "financial " procedures and
processes for this program area.
iii. Expenditure exceeding than $500,000-Multiple Funding Sources
If the Local Agency expends more than $500,000 m Federal funds , and the Federal funds
are from multiple sources (FTA, HUD, NPS, etc.) then the Single Aud it Act apphes , wh ich 1s
an audit on the entire organization /entity.
iv. Independent CPA
Single Audit shall only be conducted by an mdependent CPA , not by an auditor on staff . An
audit 1s an allowable direct or ind irect cost.
Exhib it C-1 Page 2 of 2
EXHIBIT D-1 -OPTION LETTER
SAMPLE IGA OPTION LEITER
(This option has been created by the Office of the State Controller for COOT use only)
NOTE: Thts oplton ts limited to the specific contract scenarios listed below
AND may be used in place of exercising a formal amendment
Date: State Fiscal Year: Option letter No. Option Letter CMS Routing #
Option Letter SAP #
Original Contract CMS # I Original Contract SAP # I
Vendor name: __________________________________________ _
SUBJECT:
Option to unilaterally authorize the Local Agency to begin a phase which may mclude Des ign,
Construction, Environmental , Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to
Acquisition/Relocation or Railroads) and to update encumbrance amounts( a new Exhibit C must be
attached with the option letter and shall be labeled C -1, future changes for this option shall be
labeled as follows : C -2 , C-3 , C-4 , etc.).
Opt1on to unilaterally transfer funds from one phase to another phase (a new Exhibit C must be
attached w1th the option letter and shalt be labeled C -1 , future changes for th1s option shalt be
labeled as follows : C-2, C-3, C-4, etc.).
Option to unilaterally do both A and B (a new Exhibit C must be attached with the option letter and
shalt be labeled C-1 , future changes for this option shalt be labeled as follows · C -2, C-3, C-4, etc.).
REQUIRED PROVISIONS :
Option A (Insert the following language for use with the Option A):
In accordance with the terms of the original Agreement (insert CMS routing# of the original
Agreement) between the State of Colorado. Department of Transportation and (insert the Local
Agency's name here), the State hereby exercises the option to authorize the Local Agency to begin a
phase that wilt include (describe which phase will be added and include all that apply-Design,
Construction, Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber previously
budgeted funds fo r the phase based upon changes in funding availability and authorization. The
encumbrance for (Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous)is
(insert dollars here ). A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit
C . (The followmg is a NOTE only, please delete when using th1s option. Future changes for this option
for Exhibit C shall be fabled as follows : C-2, C-3, C-4 , etc.).
Option B (Insert the following language for use with Option B):
In accordance with the terms of the original Agreement (insert CMS #of the onginal Agreemen ~
between the State of Colorado, Department of Transportation and (msert the Local Agency's name
here), the State hereby exercises the option to transfer funds from (describe phase from which funds
will be moved) to (describe phase to which funds will be moved) based on variance in actual phase
costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and
replaces Exhibit C . (The following is a NOTE only so please delete when using this option: future
changes for this option for Exhibit C shall be labeled as follows: C-2, C-3, C-4 , etc.; and no more than
24.99% of any phase may be moved using this option letter. A transfer greater than 24.99% must be
Exhibit 0 ·1 Page 1 of 2
made using an formal amendment) ..
Option C (Insert the following language tor use with Option C):
In accordance with the terms of the original Agreement (insert CMS routing# of original Agreement)
between the State of Colorado, Department of Transportation and (insert the Local Agency's name
here}, the State hereby exercises the option to 1) release the Local Agency to begin a phase that will
include (describe which phase will be added and include all that apply-Design, Construction,
Environmental, Utilities, ROW incidentals or Miscellaneous); 2) to encumber funds for the phase
based upon changes in funding availability and authorization; and 3) to transfer funds from (describe
phase from which funds will be moved) to (describe phase to which funds will be moved) based on
variance in actual phase costs and original phase estimates . A new Exhibit C-1 is made part of the
ofiginal Agreement and replaces Exhibit C . (The following is a NOTE only so please delete when
using this option: future changes for this option for Exhibit C shall be labeled as follows: C -2 , C-3, C-
4, etc.; and no more than 24.99% of any phase may be moved using this option letter. A transfer
greater than 24.99% must be made using an formal amendment).
(The following language must be included on A LL options):
The total encumberance as a result of this option and all previous options and/or amendments is now
(insert total encumberance amount), as referenced in Exhibit (C-1 , C-2, etc., as appropriate). The
total budgeted funds to satisfy services/goods ordered under the Agreement remains the same:
(indicate total budgeted funds) as referenced in Exhibit ( C-1, C-2, etc., as appropriate) of the original
Agreement.
The effective date of this option letter is upon approval ot the State Controller or delegate.
APPROVALS :
State of Colorado:
John W. Hickenlooper, Governor
By : Date: _______ _
Executive Director, Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS §24-30-202 req uires the State Controller to approve all State Contracts. This Agreement is not valid
until signed and dated below b y the State Controller or delegate. Contractor is not authorized to begin
performance until such time. If t he Local Agency begins performing prior thereto, the State of Colorado
Is not obligated to pay the Lo c al Ag ency for such performan ce or for any goods and/or serv ice s
prov ided he reunder.
Form Updated: December 19, 2012
State Controller
Robert Jaros, CPA, MBA, JD
By: _____________ _
Date: _______________ _
Exhibit D-1 · Page 2 of 2
EXHIBIT K -SUPPLEMENTAL FEDERAL PROVIS IONS
State of Colorado
Supplemental Provisions for
Federally Funded Contracts, Grants, and Purchase Orders
Subject to
The Federal Fundi ng Accountability and Transparency Act of 2006 (FFATA), As Amended
Revised as of 3-20-13
The contract, grant, or purchase ord er to which these Supplemental 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
Supplemental Provisions , the Special Provisions , the contract or any attachments or exhibits incorporated into
and made a part of the contract, the provisions of these Supplemental Provisions shall control.
1. Definit ions. For the purposes of these Supplemental Provisions . the following terms shall have the
meanings ascribed to them below.
1.1. "Award " means an award of Federal financial assistance that a non·Federal Entity receives or
administers in the form of :
1.1.1.Grants;
1.1.2.Contracts ;
1.1.3. 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);
1.1 .4.Loans ;
1.1.5 .Loan Guarantees ;
1.1.6.Subsidies ;
1.1.7.1nsurance ;
1.1.8 .Food commodities ;
1.1.9 . Direct appropriations ;
1.1.10. Assessed an d voluntary contribu tions ; and
1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non-Federal Entities.
Award does not include:
1.1.12. Technical assistance, which provides services in lieu of money ;
1.1.13. A transfer of title to Federally-owned property provided in lieu of money; even if the award
is called a grant;
1.1.14. Any award classified for security purposes ; or
1.1 .15. 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).
1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all
Award types in §1 .1.1 through 1.1.11 above .
1.3. "Contractor" means the party or parties to a Contract funded , in whole or in part, with Federal
financial assistance , other than the Prime Recipien t , and includes grantees, subgrantees,
Subrecipients , and borrowers. For purposes of Transparency Act reporting , Contractor does not
include Vendors.
1.4. "Data Universal Numbering System (DUNS) Number" means the nine-dig1t number established
and assigned by Dun and Bradstreet , Inc. to uniquely identify a business entity . Dun and Brad street's
website may be found at: http ://fedgov.dnb.com /webform .
1.5. "Entity" means all of the following as defined at 2 CFR p art 25, subp art C;
1.5.1 . A governmental organization , which is a State, local government , or Indian Tribe;
1 .5.2.A foreign p ublic entity;
1.5.3.A domestic or foreign non-profit organization ;
1 .5.4.A domestic or foreign for-profit organization; and
1 .5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non-Federal
Exh ibit K-1 -Page 1 of 4
entity.
1.6. "Executive" means an officer, managing partner or any other employee in a management position.
1.7 . "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal
agency to a Prime Recipient
1.8 . ''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."
1.9. "Prime Recipient" means a Colorado State agency or Institution of higher education that receives an
Award.
1 .1 0 . "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards
all or a portion of such funds to a Subreclpient, in exchange for the Subrecipient's support in the
performance of all or any portion of the substantive project or program for which the Award was
granted.
1 .11 . "Subrecipient" means a non-Federal Entity (or a Federal agency under an Award or Subaward to a
non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of
the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to
the terms and conditions of the Federal Award to the Prime Recipient, including program compliance
requirements. The term "Subrecipient" includes and may be referred to as Subgrantee.
1 .12. "Subrecipient Parent DUNS Number" means the subrecipient parent organization 's 9-digit Data
Universal Numbering System (DUNS) number that appears in the subreciplent's System for Award
Management (SAM) profile , if applicable.
1 .13. "Supplemental Provi sions" means these Supplemental Provisions for Federally Funded Contracts ,
Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act or
2006 , As Amended , as may be revised pursuant to ongoing guidance from the relevant Federal or
State or Colorado agency or institution or higher education.
1 .14. "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 a t
http://www .sam.gov.
1 .15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecip ient's preceding fiscal year and includes the following :
1.15.1 . Salary and bonus;
1 .15.2 . 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;
1 .15.3. 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 ;
1.15.4. Change in present value of defined benefit and actuarial pension plans ;
1 .15.5. Above-market earnings on deferred compensation which is not tax-qualified ;
1 .15.6 . 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 .
1 .16. "T ransparency Act" means the Federal Funding Accountability and Transparency Ac t of 2006 (Public
Law 109-282), as amended by §6202 of Pubhc Law 110-252. The Transparency Act also is referred
to as FFAT A .
Exhibit K-1 . Page 2 or 4
1.17 "Vendo r" 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.
2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto , including but not limited to these Supplemental Provisions. Any
revisions to such provisions or regulations shall automatically become a part of these Supplemental
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.
3. System for Award Management (SAM) and Data Universal Numbering System (DUNS) Requirements.
3.1. 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.
3 .2. DUNS . Contractor shall provide its DUNS number to its Prime Recip ient, and shall update
Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial regist ration , and
more frequently if required by changes in Contractor's information.
4 . Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
4.1. T he total Federal funding authorized to date under the Award is $25,000 or more ; and
4.2. In the preceding fiscal year. Contractor received :
4.2.1 . 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
4.2.2 . $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
4.3. 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.
5 . Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7
below 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 Supplemental Provisions and the
cost of producing such reports shall be included in the Contract price . The reporting requirements i n §7
below are based on guidance from the US Office of Management and Budget (OMS), and as such are
subject to change at any time by OMS. Any such changes shall be automatically incorporated into this
Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above.
The Colorado Office of the State Controller will provide summaries of revised OMS reporting requirements
at http://www.colorado.gov/dpa/dfp/sco/FFAT A.ht m .
6 . Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions
apply to new Awards as of October 1, 2010. Reporting requirements in §7 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. It the i nitial 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.
Exhibit K-1 -Page 3 of 4
7 . Subr eclpient Reporting Requir ements. II Contractor is a Subrecipient, Contractor shall report as set forth
below.
7.1 ToSAM. A Subrecipient shall register in SAM and report the following data elements in SAM tor each
Federal Award Identifi cation Number no later than the end of the month followtng the month in whtch
the Subaward was made:
7.1.1 Subrecipient DUNS Number;
7.1.2 Subrecipient DUNS Number+ 4 if more than one electronic funds transfer (EFT) account;
7 .1 .3 Subrec ipient Parent DUNS Number;
7 .1.4 Subrecipient's address, Including: Street Address , City, State, Country , Zip+ 4 , and
Congressiona l District ;
7 .1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are
met; and
7 .1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if
criteria In §4 above met
7.2 To Prime Recipient. A Subreciptent shall report to its Prime Recipient, upon the effective date of the
Contract , the following data elements:
7.2.1 Subrecipient's DUNS Number as registered in SAM.
7 .2.2 Primary Place of Performance Information, including : St reet Address , City, State,
Country, Zip code + 4 , and Congressional District.
8. Exemptions.
8.1. These Supplemental Provisions do not apply to an individual who receives an A w ard as a natural
person, unrelated to any business or non-profit organization he or she may own or operate in his or
her name.
8 .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.
8 .3 Effective October 1 , 2010, "Award " currently means a grant, cooperative agreement, or other
arrangement as defined in Section 1.1 of these Special Provisions. On fu ture dates "Award'' may
include other items to be specified by OMB in policy memoranda available at the OMB Web site ;
Award also will include other types of Awards subject to the Transparency Act.
8 .4 There are no Transparency Act reporting requirements for Vendors.
Event o f Def ault. Failure to comply with these Supplemental Provisions shall constitute an event of default
under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if
the default remains uncured five calendar days following the termination of the 30 day notice period. This
remedy will be in addition to any other remedy available to the State of Colorado under the Contract. at law
or in equity.
Exhi bit K-1 • Page 4 of 4