HomeMy WebLinkAbout08998
ORDINANCE NO. 8998
AN ORDINANCE APPROVING AMENDMENT NO. 1 TO AN
AGREEMENT, STE-M086-059 (18353) BETWEEN THE CITY OF
PUEBLO, A MUNICIPAL CORPORATION, AND THE STATE OF
COLORADO, THE COLORADO DEPARTMENT OF
TRANSPORTATION, RELATING TO PL1105, THE SANTA FE
AVENUE STREETSCAPE PROJECT, PHASE 2 AND
AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO
EXECUTE SAME
WHEREAS, the State of Colorado, Department of Transportation have offered funds
through Agreement STE-M086-059 (18353); NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Amendment No. 1, Agreement between the City of Pueblo, a Municipal Corporation,
and the State of Colorado, for the use and benefit of the Department of Transportation STE-
M086-059 (18353) (hereinafter referred to as the “Agreement”), a copy of which is attached,
having been approved as to form by the City Attorney, is hereby approved.
SECTION 2.
The President of the City Council is authorized to execute and deliver the Amended
Agreement in the name of the City and the City Clerk is directed to affix the seal of the City
thereto and attest same.
SECTION 3.
The officers and staff of the City are directed and authorized to perform any and all acts
consistent with the intent of the Ordinance and Amended Agreement to effectuate the policies
and procedures described therein.
SECTION 4.
This Ordinance shall become effective immediately upon final passage and approval.
INTRODUCED: June 13, 2016
BY: Ed Brown
PASSED AND APPROVED: June 27, 2016
City Clerk’s Office Item # R-2
BACKGROUND PAPER FOR PROPOSED
ORDINANCE
COUNCIL MEETING DATE:
June 13, 2016
TO: President Stephen G. Nawrocki and Members of City Council
CC: Sam Azad, City Manager
VIA: Gina Dutcher, City Clerk
FROM: Steven Meier, Director of Planning and Community Development
SUBJECT: AN ORDINANCE APPROVING AMENDMENT NO. 1 TO AN AGREEMENT,
STE-M086-059 (18353) BETWEEN THE CITY OF PUEBLO, A MUNICIPAL
CORPORATION, AND THE STATE OF COLORADO, THE COLORADO
DEPARTMENT OF TRANSPORTATION, RELATING TO PL1105, THE SANTA
FE AVENUE STREETSCAPE PROJECT, PHASE 2 AND AUTHORIZING THE
PRESIDENT OF CITY COUNCIL TO EXECUTE SAME
SUMMARY:
The City of Pueblo has requested that additional design funds are necessary and should be
encumbered to complete the design phase of the project. The funds have already been
appropriated PL1105 but funds are required to be encumbered in the design phase and the
construction phases. The Amendment will also allow for the utilization of an unilateral Option
Letter to conduct any future requests.
PREVIOUS COUNCIL ACTION:
City Council has approved the original Agreement with CDOT by Ordinance #8420 dated
November 28, 2011.
BACKGROUND:
The Colorado Department of Transportation requested the amendment to the Agreement to
increase the use of design funds to $55,055 to complete the design phase of the project. The
thth
project is located on Santa Fe Ave between 6 and 8 Street. These funds have been budgeted
and appropriated in the original Ordinance. The approval of this Ordinance will allow the
utilization of an unilateral Option Letter instead of future amendments.
FINANCIAL IMPLICATIONS:
None.
BOARD/COMMISSION RECOMMENDATION:
None.
STAKEHOLDER PROCESS:
The original Agreement was approved by City Council in 2011.
ALTERNATIVES:
The Project will not go forward if it is not approved.
RECOMMENDATION:
Approve the Ordinance.
Attachments: Amendment No. 1
Project#: STE M086-059(18353)
PO#s:400000564/400000133/471000112/271001598
The State may require the Local Agency to begin a phase that may include Design,Construction,Environmental,
Utilities, ROW Incidentals or Miscellaneous (this does not apply to Acquisition/Relocation or Railroads) as
detailed in Exhibit A and at the same terms and conditions stated in the original Agreement, with the total
budgeted funds remaining the same. The State may simultaneously increase and/or decrease the total
encumbrance amount by replacing the original funding exhibit (Exhibit C) in the original Agreement with an
updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labeled C-2,C-3,etc.).The State may exercise
this option by providing a fully executed option to the Local Agency within thirty (30) days before the initial
targeted start date of the phase,in a form substantially equivalent to Exhibit D.If the State exercises this option,
the Agreement will be considered to include this option provision. It is understood and agreed that no amended
funding exhibit shall change the Local Agency share of Participating or Non-Participating Costs without the
written approval of the Local Agency.
B. Option to transfer funds from one phase to another phase. The State may require or permit the Local Agency
to transfer funds from one phase (Design, Construction, Environmental, Utilities, ROW Incidentals or
Miscellaneous)to another as a result of changes to state, federal, and local match. The original funding exhibit
(Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (subsequent exhibits to
Exhibit C-1 shall be labeled C-2, C-3, etc.) and attached to the option letter. The funds transferred from one
phase to another are subject to the same terms and conditions stated in the original Agreement with the total
budgeted funds remaining the same.The State may unilaterally exercise this option by providing a fully executed
option to the Local Agency within thirty (30) days before the initial targeted start date of the phase, in a form
substantially equivalent to Exhibit D.Any transfer of funds from one phase to another is limited to an aggregate
maximum of 24.99%of the original dollar amount of either phase affected by a transfer. A bilateral amendment
is required for any transfer exceeding 24.99%of the original dollar amount of the phase affected by the increase
or decrease. It is understood and agreed that no amended funding exhibit shall change the Local Agency share of
Participating or Non-Participating Costs without the written approval of the Local Agency.
C. Option to do both Options A and B. The State may require the Local Agency to add a phase as detailed in
Exhibit A,and encumber and transfer funds from one phase to another.The original funding exhibit(Exhibit C)
in the original Agreement will be replaced with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall
be labeled C-2,C-3,etc.)and attached to the option letter.The addition of a phase and encumbrance and transfer
of funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted
funds remaining the same.The State may unilaterally exercise this option by providing a fully executed option to
the Local Agency within thirty(30)days before the initial targeted start date of the phase, in a form substantially
equivalent to Exhibit D.; and
d) Exhibit C-2 will be replaced by Exhibit C-3. Any reference in the Agreement, as previously modified, to
Exhibit C,Exhibit C-1 or Exhibit C-2 shall be a reference to Exhibit C-3; and
e)Exhibit D will be replaced by Exhibit D-1.Any reference in the Agreement,as previously modified,to Exhibit
D shall be a reference to Exhibit D-1;and
f)Exhibit K(Supplemental Federal Provisions)shall be added to Section 4. DEFINITIONS of the Agreement.
Exhibit K will be replaced by Exhibit K-1. Any reference in the Agreement, as previously modified,to Exhibit
K shall be a reference to Exhibit K-1. It is understood and agreed that no amended funding exhibit shall change
the Local Agency share of Participating or Non-Participating Costs without the written approval of the Local
Agency.
7) EFFECTIVE DATE OF AMENDMENT
This Amendment shall take effect on the Effective Date.
8) ORDER OF PRECEDENCE
Except for the Special Provisions, in the event of any conflict, inconsistency, variance,or contradiction between
the provisions of this Amendment and any of the provisions of the Agreement,the provisions of this
Amendment shall in all respects supersede,govern,and control. The most recent version of the Special
Provisions incorporated into the Agreement or any amendment shall always control other provisions in the
Agreement or any amendments.
9) AVAILABLE FUNDS
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose
being appropriated,budgeted,or otherwise made available.
Document Builder Generated Page 2 of 3
Project 4: STE M086-059(18353)
PO 4s: 400000564/400000133 /4710001 12/271001598
THE PARTIES HERETO HAVE EXECUTED THIS INTERGOVERNMENT AGREEMENT
* Persons signing for the Local Agency hereby swear and affirm that they are authorized to act on the Local Agency's
behalf and acknowledge that the State is relying on their representations to that effect.
LOCAL AGENCY STATE OF COLORADO
CITY OF PUEBLO John W. Flickenlooper,GOVERNOR
Name: Stephen G. Nawrocki
(print name)
Title: ' - '.en . .' Council By /
print . Joshua Lai _ .E Chi E gin r
....../ (For) Shailen P. Bhatt, Executive Director
- --c ~ '------=
'Signature
Date: 7i41ao ..
-- — ---------------
Date:
Additional Local Agency Signature LEGAL REVIEW
(If Necessary) Cynthia H. Coffman, Attorney General
Name: Gina DutchEr
(print name)
Title: City Clerk__--
(print title) - I 11 4
13y
Assistant Attorney General
s
--- *Signature
Date:
Dat( CO 2-1 -- 1
ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS fi24-311-2112 requires the State Controller to approve all State Agreements. This Agreement is not valid until
signed and dated below by the State Controller or delegate. The Local Agency is not authorized to begin performance
until such time. If the Local Agency begins performing prior thereto,the State of Colorado is not obligated to pay the
Local Agency for such performance or for any goods and/or services provided hereunder.
STATE OF COLORADO
s'FA rl: CONTROLLER
Robert is, :P. , MBA,JD
B y i- t 4
Color:ido Depa 'nl of Transportation
Dale CY/ /b
Document 13mIder Gencratcd Page 3 or 3
30. EXHIBIT C-3-FUNDING PROVISIONS STE M086-059 (18353)
A. Cost of Work Estimate
The Local Agency has estimated the total cost of the Work to be $437,500.00, which is to be
funded as follows:
1 BUDGETED FUNDS
a. Federal Funds (80.00% of Participating Costs) $350,000.00
b. Local Agency Matching Funds (20.00% of Participating Costs) $87,500.00
TOTAL BUDGETED FUNDS $437,500.00
2 ESTIMATED CDOT-INCURRED COSTS
a. Federal Share $0.00
(0% of Participating Costs)
b. Local Share $0.00
Local Agency Share of Participating Costs $0.00
Local Agency Share of Non-Participating Costs $0.00
TOTAL ESTIMATED CDOT-INCURRED COSTS $0.00
3 ESTIMATED PAYMENT TO LOCAL AGENCY
a. Federal Funds Budgeted (1a) $350,000.00
b. Less Estimated Federal Share of CDOT-Incurred Costs (2a) $0.00
c. State Funds Budgeted (1c) $0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $350,000.00
FOR CDOT ENCUMBRANCE PURPOSES
Total Encumbrance Amount $437,500.00
Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00
Net to be encumbered as follows: $437,500.00
*NOTE: Only the Design funds are currently available; the Construction funding will
become available after federal authorization and execution of an Option Letter(Exhibit D)
or Amendment.*
WBS Element 18353.10.30 Design 3020 $55,055.00
WBS Element 18353.20.10 Const 3301 $0.00
Exhibit C-3—Page 1 of 2
B. Matching Funds
The matching ratio for the federal participating funds for this Work is 80.00%federal-aid funds
(CFDA#20.205) to 20.00% Local Agency funds, it being understood that such ratio applies only
to the $437,500.00 that is eligible for federal participation, it being further understood that all
non-participating costs are borne by the Local Agency at 100%. If the total participating cost of
performance of the Work exceeds $437,500.00, and additional federal funds are made available
for the Work, the Local Agency shall pay 20.00% of all such costs eligible for federal
participation and 100% 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 $437,500.00, 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 $350,000.00
(for CDOT accounting purposes, the federal funds of$350,000.00 and the Local Agency
matching funds of$87,500.00 will be encumbered for a total encumbrance of$437,500.00),
unless such amount is decreased as described in Sections B. and C. 1. of this Exhibit C-3, or
increased by an appropriate written modification to this Agreement executed before any
increased cost is incurred. *NOTE: Only the Design funds are currently available; the
Construction funding will become available after federal authorization and execution of
an Option Letter(Exhibit D) or Amendment.*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 design 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
parties prior to bid and award.
1. The maximum amount payable shall be reduced without amendment when the actual
amount of the Local Agency's awarded contract is less than the budgeted total of the
federal participating funds and the local agency matching funds. The maximum amount
payable shall be reduced through the execution of an Option Letter as described in Section
7. A. of this contract.
A. Single Audit Act Amendment
All state and local government and non-profit organizations receiving more than $750,000 from
all funding sources defined as federal financial assistance for Single Audit Act Amendment
purposes shall comply with 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 $750,000
If the Local Agency expends less than $750,000 in federal funds (all federal sources, not just
highway funds) in its fiscal year then this requirement does not apply.
ii. Expenditure exceeding than $750,000-Highway Funds Only
If the Local Agency expends more than $750,000 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. This audit will examine the "financial" procedures and
processes for this program area.
iii. Expenditure exceeding than $750,000-Multiple Funding Sources
If the Local Agency expends more than $750,000 in federal funds, and the federal funds are
from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an
audit on the entire organization/entity.
iv. Independent CPA
Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An
audit is an allowable direct or indirect cost.
Exhibit C-3-Page 2 of 2
31. EXHIBIT D-1 -OPTION LETTER
SAMPLE IGA OPTION LETTER
(This option has been created by the Office of the State Controller for CDOT use only)NOTE:This option is
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. Routing#
Project Code Original Contract# PO# OLA#
Contractor: THE LOCAL AGENCY NAME
Option A)
SUBJECT
Option to unilaterally add phasing to include Design,Construction,Environmental,Utilities, ROW incidentals or
Miscellaneous and to update encumbrance amount(s)(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.).
Option B)
SUBJECT
Option to unilaterally transfer funds from one phase to another phase. (a new Exhibit C must be attached with the
option letter and shall be labeled C-I,future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.).
Option C)
SUBJECT
Option to unilaterally add phasing to include Design,Construction,Environmental,Utilities,ROW incidentals or
Miscellaneous and to transfer funds from one phase to another phase,and to update encumbrance amounts. (a new
Exhibit C must be attached with the option letter and shall be labeled C-I,future changes for this option shall 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 16-HAA-XA-12345 between the State of Colorado,
Department of Transportation and THE LOCAL AGENCY NAME,the State hereby exercises the option to add a
phase that will include(describe which phase will be added and include all that apply—Design, Construction,
Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber funds for the phase based on changes
in funding availability and authorization. The total encumbrance is now INCREASED by$$$$$$$$. A new
Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only,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.).
Option B)(Insert the following language for use with Option B):
In accordance with the terms of the original Agreement 16-HAA-XA-12345 between the State of Colorado,
Department of Transportation and THE LOCAL AGENCY NAME,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 made using an formal
amendment)
Exhibit D-1 —Page 1 of 2
31. EXHIBIT D-1 —OPTION LETTER
Option C)(Insert the following language for use with Option C):
In accordance with the terms of the original Agreement 16-HAA-XA-12345 between the State of Colorado,
Department of Transportation and THE LOCAL AGENCY NAME,the State hereby exercises the option to I)add 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 on changes
from federal,state,and/or local match;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 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 made using an formal amendment)
(The following language must be included on ALL options):
The total encumbrance as a result of this option and all previous options and/or amendments is now$$$$$$(insert
total encumbrance amount),as referenced in Exhibit C-1 (C-I, C-2, etc., as appropriate).The total budgeted funds
to satisfy services/goods ordered under the Agreement remains the same: $$$$$$(indicate total budgeted funds)as
referenced in Exhibit C-1 (C-I, C-2, etc., as appropriate).
The effective date of this option letter is upon approval of the State Controller or delegate.
APPROVALS
State of Colorado:
John W.Hickenlooper,Governor
Date:
By: (CDOT CHIEF ENGINEER'S NAME),Chief Engineer
For:(CDOT EXECUTIVE DIRECTOR'S NAME), Executive Director,Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State Contracts.This Contract is not valid
until signed and dated below by the State Controller or delegate.Contractor is not authorized to begin
performance until such time. If Contractor begins performing prior thereto,the State of Colorado is not
obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.
State Controller
(STATE CONTROLLER'S NAME)
By:
Date:
Exhibit D-1 —Page 2 of 2
38. EXHIBIT K-1 — SUPPLEMENTAL FEDERAL PROVISIONS
State of Colorado
Supplemental Provisions for
Federally Funded Contracts, Grants, and Purchase Orders
Subject to
The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended
Revised as of 3-20-13
The contract, grant, or purchase order 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. Definitions. 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.Insurance;
1.1.8.Food commodities;
1.1.9.Direct appropriations;
1.1.10. Assessed and voluntary contributions; 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 Recipient, 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-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://fedqov.dnb.com/webform.
1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C;
Exhibit K-1-Page 1 of 4
1.5.1. A governmental organization, which is a State, local government, or Indian Tribe;
1.5.2.A foreign public 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
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.
1.10. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards
all or a portion of such funds to a Subrecipient, 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 subrecipient's System for Award
Management(SAM) profile, if applicable.
1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts,
Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of
2006,As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institution of 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 at
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 Subrecipient'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. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public
Exhibit K-1-Page 2 of 4
Law 109-282), as amended by§6202 of Public Law 110-252. The Transparency Act also is referred
to as FFATA.
1.17 "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.
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 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.
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. The 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 in §7
below are based on guidance from the US Office of Management and Budget (OMB), and as such are
subject to change at any time by OMB. Any such changes shall be automatically incorporated into this
Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above.
The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements
at http://www.colorado.aov/dpa/dfp/sco/FFATA.htm.
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. If the initial Award is$25,000 or more, but funding
Exhibit K-1-Page 3 of 4
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. Subrecipient Reporting Requirements. If 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 for each
Federal Award Identification Number no later than the end of the month following the month in which
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 Subrecipient Parent DUNS Number;
7.1.4 Subrecipient's address, including: Street Address, City, State, Country, Zip +4, and
Congressional 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 Subrecipient 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: Street 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 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.
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 future 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 of Default. 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.
Exhibit K-1-Page 4 of 4