10-28-2015 CDOT331000483 Agreement Amended.pdfCDOT #: 331000483
Project #: STE C 440-008 (18628)
AGREEMENT AMENDMENT
Amendment No.:
1
Original Agreement Routing No.:
12 HA3 37990
Amendment Routing No.:
12-HA3-XC-00165-M0001
1. PARTIES
This Amendment to the above -referenced Original Agreement (hereinafter called the "Agreement") is entered
into by and between TOWN OF AVON (hereinafter called "Contractor"), and the STATE OF COLORADO
(hereinafter called the "State") acting by and through the Department of Transportation, (hereinafter called
"CDOT").
2. EFFECTIVE DATE AND ENFORCEABILITY
This Amendment shall not be effective or enforceable until it is approved and signed by the Colorado State
Controller or designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse
Contractor for any performance hereunder including, but not limited to, costs or expenses incurred, or be bound
by any provision hereof prior to the Effective Date.
3. FACTUAL RECITALS
The Parties entered into the Agreement to construct a trail segment from Avon Road to I-70 Interchange.
The Parties now agree to add funds in the amount of $1,250,000.00 to the Project cost, and to remove the Local
Agency overmatch from the Agreement bringing the total to $1,693,750 from $443,750.00, thereby updating
Exhibit C to C-1; to update Section 7, Option Letter Modification language; to update Exhibit D to D-1; and to
update Exhibit K to K-1 of the original contract.
4. CONSIDERATION — COLORADO SPECIAL PROVISIONS
The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable
consideration are sufficient and adequate to support this Amendment. The Parties agree to replacing the Colorado
Special Provisions with the most recent version (if such have been updated since the Agreement and any
modification thereto were effective) as part consideration for this Amendment.
5. LIMITS OF EFFECT
This Amendment is incorporated by reference into the Agreement, and the Agreement and all prior amendments
thereto, if any, remain in full force and effect except as specifically modified herein.
6. MODIFICATIONS
The Amendment and all prior amendments thereto, if any, are modified as follows:
a. Exhibit C-1
Exhibit C to the Original Contract shall be removed and replaced in its entirety by Exhibit C-1
attached hereto and incorporated herein by this reference. All references in the Original Contract to
Exhibit C shall be removed and replaced by Exhibit C-1.
b. Section 7, Option Letter Modification
Section 7 is deleted in its entirety and replaced with the following language:
An option letter may be used to authorize the Local Agency to begin a phase without increasing
total budgetedfiends, increase or decrease the encumberance amount as shown on Exhibit C,
and/or tranfer funds from one phase to another. Option letter modification is limited to the specific
scenarios listed below. The option letter shall not be deemed valid until signed by the State
Controller or an authorized delegate.
A. Option to begin a phase and/or increase or decrease the encumberance amount
The State may authorize 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 budgetedfunds as shown on
Exhibit C remaining the same. The State may increase or decrease the encumbrance amount
for a particular phase by replacing the originalfunding exhibit (Exhibit C) in the original
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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 filly 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.
B. Option to transfer funds from one phase to another phase
The State may permit the Local Agency to transfer funds from one phase (Design,
Construction,, Environmental,, Utilities,, ROWIncidentals-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 G-1 (subsequent exhibits
to Exhibit C-1 shall be labled C-2, G-3, etc.) and attached to the option letter. The finds
transferredf rom 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 filly 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 f nds 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.
C. Option to do both Options A and B
The State may authorize the Local Agency to begin a phase as detailed in Exhibit A, and
encumber and transfer funds from one phase to another. The original f coding 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.
c. Exhibit D-1
Exhibit D to the Original Contract shall be removed and replaced in its entirety by Exhibit D-1
attached hereto and incorporated herein by this reference. All references in the Original Contract to
Exhibit D shall be removed and replaced by Exhibit D-1.
d. Exhibit K, The Federal Funding Accountability and Transparency Act of 2006 (FFATA)
Exhibit K to the Original Contract shall be removed and replaced in its entirety by Exhibit K-1
attached hereto and incorporated herein by this reference. All references in the Original Contract to
Exhibit K shall be removed and replaced by Exhibit K-1.
7. EFFECTIVE DATE OF AMENDMENT
The effective date hereof is upon approval of the State Controller or their delegate.
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.
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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.
STATE OF COLORADO
John W. Hickenlooper, GOVERNOR
Colorado Department of Transportation
Shailen P. Bhatt, Executive Director
THE LOCAL AGENCY
TOWN OF AVON
By: yrs t ' rC�. ri
Title: ('
*Signature
Date:
y: Joshua aipply, P.E., a ' f En neer
Date: 16/Z2- Z0
2nd The Local Agency Signature (if Needed)
By:
Title:
LEGAL REVIEW
Cynthia H. Coffman, Attorney General
A./ iA
*Signature
Date:
By: Assistant Attorney General
Date:
ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 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 CONTROLLER
Robert Jaros, CPA, MBA, JD
Date:
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30. EXHIBIT C-1 — FUNDING PROVISIONS
A. Cost of Work Estimate
The Local Agency has estimated the total cost the Work to be $1,693,750.00 which is to be funded as follows:
1
BUDGETED FUNDS
a. Federal Funds
$1,355,000.00
(80% of Participating Costs)
b.Local Agency Matching _Funds
_$338,750.00
(20% of Participating Costs)
TOTAL BUDGETED FUNDS
$1,693,750.00
2
ESTIMATED CDOT-INCURRED COSTS
a. Federal Share
$0.00
(_ of Participating Costs)
b. Local Agency
Local Agency Share of Participating Costs
$0.00
Non -Participating Costs (Including Non -
Participating Indirects)
$0.00
Estimated to be Billed to Local Agency
$0.00
TOTAL ESTIMATED CDOT-INCURRED COSTS
$0.00
3
ESTIMATED PAYMENT TO LOCAL AGENCY
a. Federal Funds Budgeted (la)
$1,355,000.00
b.
Less Estimated Federal Share of CDOT-Incurred Costs (2a)
$0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY
$1,355,000.00
4
FOR CDOT ENCUMBRANCE PURPOSES
Total Budgeted Funds
Note: Project funds will become available after federal authorization and
execution of an Option Letter (Exhibit D) or an Amendment.
$1,693,750.00
TOTAL ENCUMBRANCE
$1,693,750.00
Net to be encumbered as follows:
WBS Element 18628.10.30
Design
3020
$0.00
WBS Element 18628.20.10
Const
3301
$0.00
Exhibit C-1 — Page 1 of 2
B. Matching Funds
The matching ratio for the federal participating funds for this Work is 80% federal -aid funds (CFDA #20.205) to 20%
Local Agency funds, it being understood that such ratio applies only to the $1,693,750.00 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 $1,693,750.00, and additional federal funds are made
available for the Work, the Local Agency shall pay 20% 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 $1,693,750.00, 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 $1,355,000.00 (For CDOT
accounting purposes, the federal funds of $1,355,000.00 and the Local Agency matching funds of $338,750.00 will be
encumbered for a total encumbrance of $1,693,750.00), unless such amount is decreased as described in Sections B. and
C. 1 of this Exhibit C, or increased by an appropriate written modification to this Agreement executed before any
increased cost is incurred. Note: Project funds will become available after federal authorization and execution of an
Option Letter (Exhibit D) or an 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
D. 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
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
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.
Expenditure exceeding than $750,000 -Multiple Funding Sources
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-1 — 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
Date:
State Fiscal Year:
Option Letter No.
Option Letter CMS Routing #
Option Letter SAP #
Original Contract CMS #
Original Contract SAP #
Vendor name:
SUBJECT:
Option to unilaterally authorize the Local Agency to begin a phase which may include Design, 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.).
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-1, future changes for this option shall 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 shall be
labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.).
REQUIRED PROVISIONS. All option letters shall contain the appropriate provisions as follows:
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 will 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 for 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 following is a NOTE only, please delete when using this option. Future changes for this option for
Exhibit C shall be labled 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 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 transfer funds from (describe phase from which finds will be moved) to (describe phase to which Ands
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 Cshall 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 mad
Exhibit D-1— Page 1 of 2
using an formal amendment).
Option C (Insert the following language for 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 fiords 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: fixture changes for this option for Exhibit Cshall 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 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 fluids) 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 of 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 requires the State Controller to approve all State Contracts. This Agreement 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 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 Controller
Robert Jaros, CPA, MBA, JD
By:
Date:
Form Updated: December 19, 2012
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://fedgov.dnb.com/webform.
1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C;
1.5.1. A governmental organization, which is a State, local government, or Indian Tribe;
1.5.2. A foreign public entity.,
Exhibit K-1 — Page 1 of 4
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
ggency 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
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
Exhibit K-1 — Page 2 of 4
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.gov/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 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.
Exhibit K-1 — Page 3 of 4
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