HomeMy WebLinkAbout2 Colorado Energy Office AgreementSTATE OF COLORADO INTERGOVERNMENTAL GRANT AGREEMENT
SUMMARY OF TERMS AND CONDITIONS
State Agency
Colorado Energy Office
Agreement Number
CTGG1 EFAA 25-3324
Grantee
Town of Estes Park
Grantee UEI
KNMKSMB6JNW5
Agreement Performance Beginning Date
The Effective Date
Grant Expiration Date
May 31, 2027
Grant Award Amount
Program Name
Colorado Grid Hardening for Small and Rural Communities
Grant $538,626.00
Agreement Authority – Authority to enter into this
Agreement exists in CRS §24-38.5-101, et seq., and funds
have been budgeted, appropriated and otherwise made
available and a sufficient unencumbered balance thereof
remains available for payment.
Project Description - The purpose of this Colorado Grid Hardening for Small and Rural Communities grant is to support
Colorado’s electric utilities in funding critical grid monitoring projects to help improve grid resiliency in the State.
Principal Representatives
For the State: For Grantee:
John Parks Joe Lockhart
Colorado Energy Office Town of Estes Park
1600 Broadway Street, Suite 1960 P.O. Box 1747
Denver, CO 80202 Estes Park, CO 80517
John.m.parks@state.co.us jlockhart@estes.org
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 2 of 16
Version 12.2023
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement
and to bind the Party authorizing such signature.
GRANTEE
Town of Estes Park
______________________________________________
By: Reuben Bergsten, Utility Director
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Colorado Energy Office
Will Toor, Executive Director
______________________________________________
By: Dominique Gómez, Deputy Director
Date: _________________________
GRANTEE
Town of Estes Park
______________________________________________
By: Gary Hall, Mayor
Date: _________________________
GRANTEE
Town of Estes Park
______________________________________________
By: Jackie Williamson, Town Clerk
Date: _________________________
GRANTEE
Town of Estes Park
______________________________________________
By: Dan Kramer, Town Attorney
Date: _________________________
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
___________________________________________
By: Office of the Governor, Jonathon Bray, Controller
Effective Date:_____________________
1. PARTIES AND AUTHORITY
A. Parties
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 3 of 16
Version 12.2023
This Agreement is entered into by and between Grantee named on the Summary of Terms
and Conditions page of this Intergovernmental Grant Agreement (the “Grantee”), and the
STATE OF COLORADO acting by and through the State agency named on the Summary of
Terms and Conditions page of this Grant Agreement (the “State”). Grantee and the State
agree to the terms and conditions in this Agreement. By accepting the Grant Funds provided
under this Grant Agreement, Grantee agrees to comply with the terms and conditions of this
Grant Agreement and requirements and provisions of all Exhibits to this Grant Agreement.
B. Authority
i. Federal Authority
This Grant Agreement is funded, in whole or in part, with Federal funds made available
pursuant to the Bipartisan Infrastructure Law (BIL) – Preventing Outages and Enhancing
the Resilience of the Electric Grid Formula Grants (Section 40101(d), 42 U.S.C.
§18711(d)) of the Infrastructure Investment and Jobs Act of 2021 (IIJA).
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds
shall be expended by the Grant Expiration Date shown on the Summary of Terms and
Conditions page for this Agreement. The State shall not be bound by any provision of this
Agreement before the Effective Date, and shall have no obligation to pay Grantee for any
Work performed or expense incurred before the Effective Date or after the Grant Expiration
Date.
B. Initial Grant Term
The Parties’ respective performances under this Agreement shall commence on the Effective
Date shown on the Summary of Terms and Conditions page for this Agreement and shall
terminate on the Grant Expiration Date shown on the Summary of Terms and Conditions
page for this Agreement (the “Initial Term”) unless sooner terminated or further extended in
accordance with the terms of this Agreement.
C. Extension Terms
The State, at its discretion, shall have the option to extend the performance under this
Agreement beyond the Initial Term under the same terms specified in this Agreement. In
order to exercise this option, the State shall provide written notice to Grantee in a form
substantially equivalent to Sample Option Letter attached to this Agreement. Upon request
of Grantee, the State may, in its sole discretion, extend the term of this Grant Agreement by
providing Grantee with an updated Grant Agreement, an executed Amendment, or an
executed Option Letter showing the new Grant Expiration Date.
D. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado
as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to
further the public interest of the State or if State, Federal or other funds used for this
Agreement are not appropriated, or otherwise become unavailable to fund this Agreement,
the State, in its discretion, may terminate this Agreement in whole or in part by providing
written notice to Grantee that includes, to the extent practicable, the public interest
justification for the termination. If the State terminates this Agreement in the public interest,
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 4 of 16
Version 12.2023
the State shall pay Grantee an amount equal to the percentage of the total reimbursement
payable under this Agreement that corresponds to the percentage of Work satisfactorily
completed, as determined by the State, less payments previously made. Additionally, the
State, in its discretion, may reimburse Grantee for a portion of actual, out-of-pocket expenses
not otherwise reimbursed under this Agreement that are incurred by Grantee and are directly
attributable to the uncompleted portion of Grantee’s obligations, provided that the sum of any
and all reimbursements shall not exceed the maximum amount payable to Grantee hereunder.
This subsection shall not apply to a termination of this Agreement by the State for breach by
Grantee.
E. Grantee’s Termination Under Federal Requirements
Grantee may request termination of this Grant by sending notice to the State, or to the Federal
Awarding Agency with a copy to the State, which includes the reasons for the termination
and the effective date of the termination. If this Grant is terminated in this manner, then
Grantee shall return any advanced payments made for work that will not be performed prior
to the effective date of the termination.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. “Agreement” or “Grant Agreement” or “Grant” means this agreement, including all
attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and
cited authorities, and any future modifications thereto.
B. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a
Federal Award. The terms and conditions of the Federal Award flow down to the Award
unless the terms and conditions of the Federal Award specifically indicate otherwise.
C. “Breach of Agreement” means the failure of a Party to perform any of its obligations in
accordance with this Agreement, in whole or in part or in a timely or satisfactory manner.
The institution of proceedings under any bankruptcy, insolvency, reorganization or similar
law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or
any of its property, which is not vacated or fully stayed within 30 days after the institution of
such proceeding, shall also constitute a breach. If Grantee is debarred or suspended under
§24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or
suspension shall constitute a breach.
D. “Budget” means the budget for the Work described in Exhibit A.
E. “Business Day” means any day in which the State is open and conducting business, but shall
not include Saturday, Sunday or any day on which the State observes one of the holidays
listed in §24-11-101(1), C.R.S.
F. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.
G. “Effective Date” means the date on which this Agreement is approved and signed by the
Colorado State Controller or designee, as shown on the Signature Page for this Agreement.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 5 of 16
Version 12.2023
H. “Exhibits” means the following exhibits attached to this Grant Agreement:
i. Exhibit A, Scope of Project;
ii. Exhibit B, DOE Special Terms and Conditions;
iii. Exhibit C, Grant Federal Provisions; and
iv. Exhibit D, Form of Option Letter.
I. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement
Agreement, under the Federal Acquisition Regulations or by a formula or block grant, by a
Federal Awarding Agency to the Recipient. “Federal Award” also means an agreement
setting forth the terms and conditions of the Federal Award. The term does not include
payments to an Agreement or payments to an individual that is a beneficiary of a Federal
program.
J. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a
Recipient. The U.S. Department of Energy, Grid Deployment Office (“GD”) is the Federal
Awarding Agency for the Federal Award which is the subject of this Agreement.
K. “Goods” means any movable material acquired, produced, or delivered by Grantee as set
forth in this Agreement and shall include any movable material acquired, produced, or
delivered by Grantee in connection with the Services.
L. “Grant” or “Intergovernmental Grant Agreement” or “Agreement” means this letter
which offers Grant Funds to Grantee, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
updates thereto.
M. “Grant Funds” or “Grant Award Amount” means the funds that have been appropriated,
designated, encumbered, or otherwise made available for payment by the State under this
Agreement.
N. “Incident” means any accidental or deliberate event that results in or constitutes an imminent
threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of
any communications or information resources of the State, which are included as part of the
Work, as described in §§24-37.5-401, et seq. C.R.S. Incidents include, without limitation, (i)
successful attempts to gain unauthorized access to a State system or State Records regardless
of where such information is located; (ii) unwanted disruption or denial of service; (iii) the
unauthorized use of a State system for the processing or storage of data; or (iv) changes to
State system hardware, firmware, or software characteristics without the State’s knowledge,
instruction, or consent.
O. “Initial Term” means the time period defined in §2.B.
P. “Matching Funds” means the funds provided Grantee as a match required to receive the
Grant Funds.
Q. “Party” means the State or Grantee, and “Parties” means both the State and Grantee.
R. “PCI” means payment card information including any data related to credit card holders’
names, credit card numbers, or other credit card information as may be protected by state or
federal law.
S. “PII” means personally identifiable information including, without limitation, any
information maintained by the State about an individual that can be used to distinguish or
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 6 of 16
Version 12.2023
trace an individual’s identity, such as name, social security number, date and place of birth,
mother’s maiden name, or biometric records; and any other information that is linked or
linkable to an individual, such as medical, educational, financial, and employment
information. PII includes, but is not limited to, all information defined as personally
identifiable information in §§24-72-501 and 24-73-101, C.R.S. “PII” shall also mean
“personal identifying information” as set forth at §24-74-102, et seq., C.R.S.
T. “Recipient” means the State agency shown on the Summary of Terms and Conditions page
of this Agreement, for the purposes of this Federal Award.
U. “Services” means the services to be performed by Grantee as set forth in this Agreement, and
shall include any services to be rendered by Grantee in connection with the Goods.
V. “State Confidential Information” means any and all State Records not subject to disclosure
under CORA. State Confidential Information shall include, but is not limited to, PII, PCI, and
State personnel records not subject to disclosure under CORA. State Confidential
Information shall not include information or data concerning individuals that is not deemed
confidential but nevertheless belongs to the State, which has been communicated, furnished,
or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to CORA; (ii)
is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii)
is or subsequently becomes publicly available without breach of any obligation owed by
Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by a
third party who has the right to disclose such information; or (v) was independently developed
without reliance on any State Confidential Information.
W. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a), C.R.S.
X. “State Fiscal Year” means a 12-month period beginning on July 1 of each calendar year and
ending on June 30 of the following calendar year. If a single calendar year follows the term,
then it means the State Fiscal Year ending in that calendar year.
Y. “State Records” means any and all State data, information, and records, regardless of
physical form, including, but not limited to, information subject to disclosure under CORA.
Z. “Subcontractor” means third parties, if any, engaged by Grantee to aid in performance of
the Work. “Subcontractor” also includes sub-grantees of grant funds.
AA. “Subrecipient” means a non-Federal entity that receives a sub-award from a Recipient to
carry out part of a Federal program, but does not include an individual that is a beneficiary
of such program. A Subrecipient may also be a recipient of other Federal Awards directly
from a Federal Awarding Agency. For the purposes of this Agreement, Grantee is a
Subrecipient.
BB. “Uniform Guidance” means the Office of Management and Budget Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
CC. “Work” means the Goods delivered and Services performed pursuant to this Agreement.
DD. “Work Product” means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, information, and any other results of the Work.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 7 of 16
Version 12.2023
“Work Product” does not include any material that was developed prior to the Effective Date
that is used, without modification, in the performance of the Work.
EE. “Expiration Date” or “Grant Expiration Date” means the Grant Expiration Date shown
on the Summary of Terms and Conditions page of this Grant Agreement. Work performed
after the Grant Expiration Date is not eligible for reimbursement from Grant Funds.
Any other term used in this Agreement that is defined in an Exhibit shall be construed and
interpreted as defined in that Exhibit.
4. STATEMENT OF WORK
Grantee shall complete the Work as described in this Agreement and in accordance with the
provisions of Exhibit A. The State shall have no liability to compensate Grantee for the delivery
of any goods or the performance of any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO GRANTEE
A. Maximum Amount
Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The
State shall not pay Grantee any amount under this Grant that exceeds the Grant Amount
shown on the Summary of Terms and Conditions page of this Intergovernmental Grant
Agreement. Financial obligations of the State payable after the current State Fiscal Year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made
available. The State shall not be liable to pay or reimburse Grantee for any Work performed
or expense incurred before the Performance Start Date or after the Grant Expiration Date;
provided, however, that Work performed and expenses incurred by Grantee before the
Performance Start Date that are chargeable to an active Federal Award may be submitted for
reimbursement as permitted by the terms of the Federal Award. The State may increase or
decrease the Grant Award Amount by providing Grantee with an updated Intergovernmental
Grant Agreement, an executed Amendment, or an executed Option Letter showing the new
Grant Award Amount.
B. Federal Recovery
The close-out of a Federal Award does not affect the right of the Federal Awarding Agency
or the State to disallow costs and recover funds on the basis of a later audit or other review.
Any cost disallowance recovery is to be made within the Record Retention Period, as defined
below.
C. Matching Funds.
Grantee shall provide the Other Funds amount shown on the Budget in Exhibit A (the “Local
Match Amount”). Grantee’s obligation to pay all or part of any matching funds, whether
direct or contingent, only extends to funds duly and lawfully appropriated for the purpose of
this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury
or bank account. Grantee shall appropriate and allocate all Local Match Amounts to the
purpose of this Intergovernmental Grant Agreement each fiscal year prior to accepting any
Grant Funds for that fiscal year. Grantee does not by accepting this Intergovernmental Grant
Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and
this Intergovernmental Grant Agreement is not intended to create a multiple-fiscal year debt
of Grantee. Grantee shall not pay or be liable for any claimed interest, late charges, fees,
taxes or penalties of any nature, except as required by Grantee’s laws or policies.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 8 of 16
Version 12.2023
D. Reimbursement of Grantee Costs
The State shall reimburse Grantee’s allowable costs, not exceeding the maximum total
amount described in this Intergovernmental Grant Agreement for all allowable costs
described in this Intergovernmental Grant Agreement and shown in the Budget in Exhibit A.
The State shall reimburse Grantee for the Federal share of properly documented allowable
costs related to the Work after the State’s review and approval thereof, subject to the
provisions of this Grant. The State shall only reimburse allowable costs if those costs are: (i)
reasonable and necessary to accomplish the Work and for the Goods and Services provided;
and (ii) equal to the actual net cost to Grantee (i.e. the price paid minus any items of value
received by Grantee that reduce the cost actually incurred). Upon request of the Grantee, the
State may, without changing the maximum total amount of Grant Funds, adjust or otherwise
reallocate Grant Funds among or between each line of the Project Budget by providing
Grantee with an executed Option Letter or formal amendment.
E. Close-Out
Grantee shall close out this Grant within 90 days after the Grant Expiration Date. To complete
close out, Grantee shall submit to the State all deliverables (including documentation) as
defined in this Intergovernmental Grant Agreement and Grantee’s final reimbursement
request or invoice. If the Federal Awarding Agency has not closed this Federal Award within
1 year and 90 days after the Grant Expiration Date due to Grantee’s failure to submit required
documentation, then Grantee may be prohibited from applying for new Federal Awards
through the State until such documentation is submitted and accepted. Any Grant Funds
remaining after submission and payment of Grantee’s final reimbursement request are subject
to de-obligation by the State.
F. Erroneous Payments
The State may recover, at the State’s discretion, payments made to Grantee in error for any
reason, including, but not limited to, overpayments or improper payments, and unexpended
or excess funds received by Grantee. The State may recover such payments by deduction
from subsequent payments under this Intergovernmental Grant Agreement, deduction from
any payment due under any other contracts, grants or agreements between the State and
Grantee, or by any other appropriate method for collecting debts owed to the State.
6. REPORTING – NOTIFICATION
A. Performance and Final Status
Grantee shall submit all financial, performance and other reports to the State no later than 45
calendar days after the end of the Initial Term if no Extension Terms are exercised, or the
final Extension Term exercised by the State, containing an evaluation and review of Grantee’s
performance and the final status of Grantee’s obligations hereunder.
B. Violations Reporting
Grantee shall disclose, in a timely manner, in writing to the State and the Federal Awarding
Agency, all violations of federal or State criminal law involving fraud, bribery, or gratuity
violations potentially affecting the Federal Award. The State or the Federal Awarding
Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31
U.S.C. 3321, which may include, without limitation, suspension or debarment.
7. GRANTEE RECORDS
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 9 of 16
Version 12.2023
A. Maintenance and Inspection
Grantee shall make, keep, and maintain, all records, documents, communications, notes and
other written materials, electronic media files, and communications, pertaining in any manner
to this Grant for a period of three years following the completion of the close out of this
Grant. Grantee shall permit the State to audit, inspect, examine, excerpt, copy and transcribe
all such records during normal business hours at Grantee’s office or place of business, unless
the State determines that an audit or inspection is required without notice at a different time
to protect the interests of the State.
B. Monitoring
The State will monitor Grantee’s performance of its obligations under this Intergovernmental
Grant Agreement using procedures as determined by the State. Grantee shall allow the State
to perform all monitoring required by the Uniform Guidance, based on the State’s risk
analysis of Grantee. The State shall have the right, in its sole discretion, to change its
monitoring procedures and requirements at any time during the term of this Agreement. The
State shall monitor Grantee’s performance in a manner that does not unduly interfere with
Grantee’s performance of the Work. If Grantee enters into a subcontract or subgrant with an
entity that would also be considered a Subrecipient, then the subcontract or subgrant entered
into by Grantee shall contain provisions permitting both Grantee and the State to perform all
monitoring of that Subcontractor in accordance with the Uniform Guidance.
C. Audits
Grantee shall promptly submit to the State a copy of any final audit report of an audit
performed on Grantee’s records that relates to or affects this Grant or the Work, whether the
audit is conducted by Grantee or a third party. Additionally, if Grantee is required to perform
a single audit under 2 CFR 200.501, et seq., then Grantee shall submit a copy of the results
of that audit to the State within the same timelines as the submission to the federal
government.
8. CONFIDENTIAL INFORMATION-STATE RECORDS
A. Confidentiality
Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State
Records, unless those State Records are publicly available. Grantee shall not, without prior
written approval of the State, use, publish, copy, disclose to any third party, or permit the use
by any third party of any State Records, except as otherwise stated in this Agreement,
permitted by law or approved in writing by the State. Grantee shall provide for the security
of all State Confidential Information in accordance with all policies promulgated by the
Colorado Office of Information Security and all applicable laws, rules, policies, publications,
and guidelines. If Grantee or any of its Subcontractors will or may receive the following types
of data, Grantee or its Subcontractors shall provide for the security of such data according to
the following: ; (i) the most recently updated PCI Data Security Standard from the PCI
Security Standards Council for all PCI. Grantee shall immediately forward any request or
demand for State Records to the State’s Principal Representative.
B. Other Entity Access and Nondisclosure Agreements
Grantee may provide State Records to its agents, employees, assigns and Subcontractors as
necessary to perform the Work, but shall restrict access to State Confidential Information to
those agents, employees, assigns and Subcontractors who require access to perform their
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 10 of 16
Version 12.2023
obligations under this Agreement. Grantee shall ensure all such agents, employees, assigns,
and Subcontractors sign agreements containing nondisclosure provisions at least as protective
as those in this Agreement, and that the nondisclosure provisions are in force at all times the
agent, employee, assign or Subcontractor has access to any State Confidential Information.
Grantee shall provide copies of those signed nondisclosure provisions to the State upon
execution of the nondisclosure provisions.
C. Use, Security, and Retention
Grantee shall use, hold and maintain State Confidential Information in compliance with any
and all applicable laws and regulations in facilities located within the United States, and shall
maintain a secure environment that ensures confidentiality of all State Confidential
Information wherever located. Grantee shall provide the State with access, subject to
Grantee’s reasonable security requirements, for purposes of inspecting and monitoring access
and use of State Confidential Information and evaluating security control effectiveness. Upon
the expiration or termination of this Agreement, Grantee shall return State Records provided
to Grantee or destroy such State Records and certify to the State that it has done so, as directed
by the State. If Grantee is prevented by law or regulation from returning or destroying State
Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease
to use, such State Confidential Information.
D. Incident Notice and Remediation
If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate
with the State regarding recovery, remediation, and the necessity to involve law enforcement,
as determined by the State. Unless Grantee can establish that none of Grantee or any of its
agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee
shall be responsible for the cost of notifying each person who may have been impacted by
the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a
similar type of Incident in the future as directed by the State, which may include, but is not
limited to, developing and implementing a remediation plan that is approved by the State at
no additional cost to the State. The State may adjust or direct modifications to this plan, in its
sole discretion and Grantee shall make all modifications as directed by the State. If Grantee
cannot produce its analysis and plan within the allotted time, the State, in its sole discretion,
may perform such analysis and produce a remediation plan, and Grantee shall reimburse the
State for the reasonable costs thereof.
E. Safeguarding PII
If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee
shall provide for the security of such PII, in a manner and form acceptable to the State,
including, without limitation, State non-disclosure requirements, use of appropriate
technology, security practices, computer access security, data access security, data storage
encryption, data transmission encryption, security inspections, and audits. Grantee shall be a
“Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain
security procedures and practices consistent with §§24-73-101 et seq., C.R.S. In addition, as
set forth in §24-74-102, et seq., C.R.S., Grantee, including, but not limited to, Grantee’s
employees, agents and Subcontractors, agrees not to share any PII with any third parties for
the purpose of investigating for, participating in, cooperating with, or assisting with Federal
immigration enforcement.
9. CONFLICTS OF INTEREST
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 11 of 16
Version 12.2023
Grantee shall not engage in any business or activities, or maintain any relationships that conflict in
any way with the full performance of the obligations of Grantee under this Grant. Grantee
acknowledges that, with respect to this Grant, even the appearance of a conflict of interest shall be
harmful to the State’s interests and absent the State’s prior written approval, Grantee shall refrain
from any practices, activities or relationships that reasonably appear to be in conflict with the full
performance of Grantee’s obligations under this Grant. If a conflict or the appearance of a conflict
arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen,
Grantee shall submit to the State a disclosure statement setting forth the relevant details for the
State’s consideration. Grantee acknowledges that all State employees are subject to the ethical
principles described in §24-18-105, C.R.S. Grantee further acknowledges that State employees
may be subject to the requirements of §24-18-105, C.R.S. with regard to this Grant.
10. INSURANCE
Grantee shall maintain at all times during the term of this Agreement such liability insurance, by
commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado
Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the “GIA”). Grantee shall ensure that
any Subcontractors maintain all insurance customary for the completion of the Work done by that
Subcontractor and as required by the State or the GIA.
11. REMEDIES
In addition to any remedies available under any Exhibit to this Intergovernmental Grant Agreement, if
Grantee fails to comply with any term or condition of this Grant or any terms of the Federal Award, the
State may terminate some or all of this Grant and require Grantee to repay any or all Grant Funds to the
State in the State’s sole discretion. The State may also terminate this Intergovernmental Grant
Agreement at any time if the State has determined, in its sole discretion, that Grantee has ceased
performing the Work without intent to resume performance, prior to the completion of the Work.
12. DISPUTE RESOLUTION
Except as herein specifically provided otherwise or as required or permitted by federal regulations related
to any Federal Award that provided any of the Grant Funds, disputes concerning the performance of this
Grant that cannot be resolved by the designated Party representatives shall be referred in writing to a
senior departmental management staff member designated by the State and a senior manager or official
designated by Grantee for resolution.
13. NOTICES AND REPRESENTATIVES
Each individual identified as a Principal Representative on the Summary of Terms and Conditions page
for this Agreement shall be the principal representative of the designating Party. All notices required or
permitted to be given under this Agreement shall be in writing, and shall be delivered (A) by hand with
receipt required, (B) by certified or registered mail to such Party’s principal representative at the address
set forth below or (C) as an email with read receipt requested to the principal representative at the email
address, if any, set forth on the Summary of Terms and Conditions page for this Agreement. If a Party
delivers a notice to another through email and the email is undeliverable, then, unless the Party has been
provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand
with receipt required or by certified or registered mail to such Party’s principal representative at the
address set forth on the Summary of Terms and Conditions page for this Agreement. Either Party may
change its principal representative or principal representative contact information, or may designate
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 12 of 16
Version 12.2023
specific other individuals to receive certain types of notices in addition to or in lieu of a principal
representative, by notice submitted in accordance with this section without a formal amendment to this
Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the
written notice.
14. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
Grantee hereby grants to the State a perpetual, irrevocable, non-exclusive, royalty free license, with the
right to sublicense, to make, use, reproduce, distribute, perform, display, create derivatives of and
otherwise exploit all intellectual property created by Grantee or any Subcontractors or Subgrantees and
paid for with Grant Funds provided by the State pursuant to this Grant.
15. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the Parties, their
departments, boards, commissions committees, bureaus, offices, employees and officials shall be
controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24 -10-101, et
seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the
State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract
shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights,
benefits, protections, or other provisions, contained in these statutes.
16. GENERAL PROVISIONS
A. Assignment
Grantee’s rights and obligations under this Grant are personal and may not be transferred or
assigned without the prior, written consent of the State. Any attempt at assignment or transfer
without such consent shall be void. Any assignment or transfer of Grantee’s rights and
obligations approved by the State shall be subject to the provisions of this Grant Award
Letter.
B. Captions and References
The captions and headings in this Grant Award Letter are for convenience of reference only,
and shall not be used to interpret, define, or limit its provisions. All references in this Grant
Award Letter to sections (whether spelled out or using the § symbol), subsections, exhibit s
or other attachments, are references to sections, subsections, exhibits or other attachments
contained herein or incorporated as a part hereof, unless otherwise noted.
C. Entire Understanding
This Grant Award Letter represents the complete integration of all understandings between
the Parties related to the Work, and all prior representations and understandings related to the
Work, oral or written, are merged into this Grant Award Letter.
D. Modification
The State may modify the terms and conditions of this Grant by issuance of an updated Grant
Award Letter, which shall be effective if Grantee accepts Grant Funds following receipt of
the updated letter. The Parties may also agree to modification of the terms and conditions of
the Grant in a formal amendment to this Grant, properly executed and approved in accordance
with applicable Colorado State law and State Fiscal Rules.
E. Statutes, Regulations, Fiscal Rules, and Other Authority.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 13 of 16
Version 12.2023
Any reference in this Grant Award Letter to a statute, regulation, State Fiscal Rule, fiscal
policy or other authority shall be interpreted to refer to such authority then current, as may
have been changed or amended since the Grant Issuance Date. Grantee shall strictly comply
with all applicable Federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
F. Digital Signatures
If any signatory signs this agreement using a digital signature in accordance with the
Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of
digital signatures issued under the State Fiscal Rules, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Contract by reference.
G. Severability
The invalidity or unenforceability of any provision of this Grant Award Letter shall not affect
the validity or enforceability of any other provision of this Grant Award Letter, which shall
remain in full force and effect, provided that the Parties can continue to perform their
obligations under the Grant in accordance with the intent of the Grant.
H. Survival of Certain Grant Award Letter Terms
Any provision of this Grant Award Letter that imposes an obligation on a Party after
termination or expiration of the Grant shall survive the termination or expiration of the Grant
and shall be enforceable by the other Party.
I. Third Party Beneficiaries
Except for the Parties’ respective successors and assigns described above, this Grant Award
Letter does not and is not intended to confer any rights or remedies upon any person or entity
other than the Parties. Any services or benefits which third parties receive as a result of this
Grant are incidental to the Grant, and do not create any rights for such third parties.
J. Waiver
A Party’s failure or delay in exercising any right, power, or privilege under this Grant Award
Letter, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any
single or partial exercise of any right, power, or privilege preclude any other or further
exercise of such right, power, or privilege.
K. Accessibility
i. Contractor shall comply with and the Work Product provided under this Contract shall
be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and
the Accessibility Standards for Individuals with a Disability, as established by OIT
pursuant to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply with all
State of Colorado technology standards related to technology accessibility and with
Level AA of the most current version of the Web Content Accessibility Guidelines
(WCAG), incorporated in the State of Colorado technology standards.
ii. The State may require Contractor’s compliance to the State’s Accessibility Standards
to be determined by a third party selected by the State to attest to Contractor’s Work
Product and software is in compliance with §§24-85-101, et seq., C.R.S., and
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 14 of 16
Version 12.2023
the Accessibility Standards for Individuals with a Disability as established by OIT
pursuant to Section §24-85-103 (2.5), C.R.S.
L. Federal Provisions
Grantee shall comply with all applicable requirements of Exhibits B and C at all times during
the term of this Grant.
M. Order of Precedence
In the event of a conflict or inconsistency between this Grant Agreement and any Exhibits or
attachment, such conflict or inconsistency shall be resolved by reference to the documents in
the following order of priority:
i. Exhibit A, Scope of Project;
ii. Exhibit B, DOE Special Terms and Conditions;
iii. Exhibit C, Grant Federal Provisions;
iv. Colorado Special Provisions in §17 of the main body of this Grant;
v. The provisions of the other sections of the main body of this Grant Agreement;
vi. Exhibit D, Form of Option Letter.
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
L. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller
or designee. If this Agreement is for a Major Information Technology Project, as defined in
§24-37.5-102(2.6), C.R.S., then this Agreement shall not be valid until it has been approved
by the State’s Chief Information Officer or designee.
M. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
N. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the
Parties, its departments, boards, commissions committees, bureaus, offices, employees and
officials shall be controlled and limited by the provisions of the Colorado Governmental
Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI,
Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et
seq. C.R.S. No term or condition of this Agreement shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protections, or other
provisions, contained in these statutes.
O. INDEPENDENT CONTRACTOR.
Grantee shall perform its duties hereunder as an independent contractor, and not as an
employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an
agent or employee of the State. Grantee shall not have authorization, express or implied, to
bind the State to any agreement, liability or understanding, except as expressly set forth
herein. Grantee and its employees and agents are not entitled to unemployment insurance or
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 15 of 16
Version 12.2023
workers compensation benefits through the State and the State shall not pay for or otherwise
provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when
due all applicable employment taxes and income taxes and local head taxes incurred pursuant
to this Agreement. Grantee shall (i) provide and keep in force workers' compensation and
unemployment compensation insurance in the amounts required by law, (ii) provide proof
thereof when requested by the State, and (iii) be solely responsible for its acts and those of
its employees and agents.
P. COMPLIANCE WITH LAW.
Grantee shall comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
Q. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall
be null and void. All suits or actions related to this Agreement shall be filed and proceedings
held in the State of Colorado and exclusive venue shall be in the City and County of Denver.
R. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold Grantee
harmless; requires the State to agree to binding arbitration; limits Grantee’s liability for
damages resulting from death, bodily injury, or damage to tangible property; or that conflicts
with this provision in any way shall be void ab initio. Nothing in this Agreement shall be
construed as a waiver of any provision of §24-106-109 C.R.S.
S. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Agreement shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term
of this Agreement and any extensions, Grantee has and shall maintain in place appropriate
systems and controls to prevent such improper use of public funds. If the State determines
that Grantee is in violation of this provision, the State may exercise any remedy available at
law or in equity or under this Agreement, including, without limitation, immediate
termination of this Agreement and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
T. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and
24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Agreement. Grantee
has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Grantee’s services and Grantee shall not employ
any person having such known interests.
U. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-
202.4, C.R.S.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
CTGG1 EFAA 25-3324
Page 16 of 16
Version 12.2023
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the
State Controller may withhold payment under the State’s vendor offset intercept system for
debts owed to State agencies for: (i) unpaid child support debts or child support arrearages;
(ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et
seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher
Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and
(v) other unpaid debts owing to the State as a result of final agency determination or judicial
action. The State may also recover, at the State’s discretion, payments made to Grantee in
error for any reason, including, but not limited to, overpayments or improper payments, and
unexpended or excess funds received by Grantee by deduction from subsequent payments
under this Agreement, deduction from any payment due under any other contracts, grants or
agreements between the State and Grantee, or by any other appropriate method for collecting
debts owed to the State.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID #0006-007
Page 1 of 9
EXHIBIT A – SCOPE OF PROJECT (SOP)
1. PURPOSE
1.1. The Colorado Grid Hardening for Small and Rural Communities Grant was established to support
Colorado’s electric utilities in funding critical grid hardening projects to help improve grid resiliency in
the State. Projects will be funded according to demonstrated need, impact, project readiness, and the
proportion of historically underserved communities in the target population. The State received U.S.
Department of Energy (DOE) formula funding (40101d) of the Infrastructure Investment and Jobs Act
(i.e., Bipartisan Infrastructure Law (BIL)) which is the funding source for this Project. The purpose of
this project is to improve the resilience of the electric grid against disruptive events. The resilience
measures funded through this Program will support community-level resilience to reduce the frequency
and duration of electric grid disruptions.
2. DESCRIPTION OF THE PROJECT(S) AND WORK
2.1. Project Description. The Project consists of constructing grid hardening or grid monitoring projects
that increase local resilience to electric grid interruptions caused by severe weather or natural disaster
events.
2.2. Work Description. The TOWN of ESTES PARK, (Grantee), will hire a qualified firm or use qualified
in-house labor to harden 4,400 feet of electrical infrastructure which will significantly improve the
resiliency of the electric grid from a variety of impacts such as weather, wildfire and natural disaster.
This involves placing a portion of the replaced line underground and installing covered conductor on
the remaining portion. This is on the main line feeder between the two Estes Park substations, and
replaces the line that was installed in the 1970s and cannot handle the increased load, emergency
situations, and need to service either of the substations.
2.2.1. Grantee shall provide the Colorado Energy Office (CEO) monthly reimbursement reports
quarterly Status Reports that describe Project progress, delays or roadblocks, Project funding spent
by funding source and budget category, and the projected timeline for full expenditure of Grant
Funds, as well as annual impact reports. Grantee will own all improvements and, in accordance
with §9 below, a contractor will be hired to complete the Work.
2.2.2. Eligible activities, technologies, equipment, and hardening measures to reduce the likelihood
and consequences of disruptive events include:
A. weatherization technologies and equipment;
B. fire-resistant technologies and fire prevention systems;
C. monitoring and control technologies;
D. the undergrounding of electrical equipment;
E. utility pole management;
F. the relocation of power lines or the reconductoring of power lines with low-sag, advanced
conductors;
G. vegetation and fuel-load management;
H. hardening of power lines, facilities, substations, of other systems; and
I. the replacement of old overhead conductors and underground cables, and
2.2.3. Grant Funds may NOT be used for:
A. construction of a:
i. new electric generating facility; or
ii. large-scale battery-storage facility that is not used for enhancing system adaptive
capacity during disruptive events; or
B. cybersecurity.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID #0006-007
Page 2 of 9
2.2.4. A contract for consultant services shall be awarded by Grantee to a qualified firm through a
formal Request For Proposals or competitive selection process.
2.2.5. A contract for the purchase or acquisition of materials, equipment, or vehicles shall be awarded
by Grantee to a qualified vendor or firm through a competitive selection process with the
Grantee being obligated to award the contract to the lowest responsive, responsible bidder
meeting the Grantee's specifications.
2.2.6. During a period of ten (10) years following the date of closeout of the Project by the State, the
Grantee may not change the ownership of the equipment. If the Grantee decides to change the
ownership of the equipment to an entity which the State determines does not qualify in meeting
the original intent of the Project, the Grantee must reimburse to the State an amount equal to the
current fair market value of the equipment, less any portion of the value attributable to
expenditures of non-federal grant funds for acquisition of and improvements to, the equipment.
At the end of the ten (10) year period following the date of completion and thereafter, no State
restrictions on ownership of the equipment shall be in effect.
2.3. Responsibilities. Grantee shall be responsible for the completion of the Work and to provide required
documentation to CEO as specified herein.
2.3.1. Federal Funding Accountability and Transparency Act of 2006, (Pub. L. 109-282)
(Transparency Act, also known as FFATA). Grantee and Subgrantees are required to report
award information on the government Website and register with U.S. Government System for
Award Management (SAM) at http://www.sam.gov. See Exhibit C, for specific information.
2.3.2. Grantee shall notify CEO at least 30 days in advance of Project Completion.
2.4. Reimbursement of Project Expenditures. To maximize the use of Grant Funds, the State shall
evaluate Grantee's expenditure of the Grant Funds for timeliness and compliance with the terms of this
Grant.
2.5. Eligible Expenses. Eligible expenses shall include: Eligible expenses shall include: Personnel, fringe
benefits, equipment, and supplies directly related to this grid hardening project.
2.6. Ineligible Expenses. Ineligible expenses include travel and indirect charges.
3. DEFINITIONS
3.1. “Disruptive event” means an event in which operations of the electric grid are disrupted, preventively
shut off, or cannot operate safely due to extreme weather, wildfire, or a natural disaster.
3.2. Project Budget Lines.
3.2.1. “Personnel” means all direct personnel wages of the Grantee for staff working directly on the
project. All personnel for whom wages and fringe benefits are included as part of the grant budget
for this project will need to track and submit 100% of their hours and submit to CEO with the
monthly Status Report. This is to ensure accurate accounting of staff hours on the project. Wages
may be “loaded” or include the fringe benefits.
3.2.2. “Fringe” means the fringe benefits of direct personnel of the Grantee for staff working directly on
the project.
3.2.3. “Equipment” means tangible personal property (including information technology systems) having
a useful life of more than one year and a per-unit acquisition cost of $5,000 or more.
3.2.4. “Supplies” are generally defined as an item with an acquisition cost of $5,000 or less and a useful
life expectancy of less than one year. Supplies are generally consumed during the project
performance. Please refer to the applicable Federal regulations in 2 CFR 200 for specific supplies
definitions and treatment.
3.2.5. “Contractual” means all vendors and contractors supplying commercial supplies or services used
to support the project. For each vendor with a cost of $50,000 or more, a competitive bidding
process must be performed. If the vendor was preselected, a policy demonstrating the Grantee’s
use of competitive bidding processes must be provided. Laborers and mechanics who work with
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID #0006-007
Page 3 of 9
the vendor on this project will need to meet Davis Bacon Act compliance, as described in
“Personnel” above.
3.2.6. “Construction” is defined as all types of work done on a particular building, including erecting,
altering, or remodeling performed by the Grantee (not a vendor or contractor).
3.2.7. “Other” means any direct costs for items required for the project which do not fit clearly into the
other categories above.
3.2.8. “Indirect costs” are overhead costs which follow § 200.414 Indirect (F&A) costs for the Federal
guidance.
3.3. “Substantial Completion” means the Work is sufficiently complete in accordance with the Grant so it
can be utilized for its intended purpose without undue interference.
4. DELIVERABLES
4.1. Outcome. The final outcome of this Grant will be that the main line feeder between the two Estes Park
substations is rebuilt, reliable, resilient to natural disasters, and is able to accept a higher load and
provide more flexibility to the grid operators while reducing outage frequency and duration for the
Estes Park customers.
4.2. Service Area. The performance of the Work described within this Grant shall be located in Estes Park,
Colorado, between the two main substations that belong to the town utility on Moraine Avenue
4.3. Performance Measures. Grantee shall comply with the following performance measures:
Milestone/Performance Measure/Grantee will: Complete by:
Provide CEO with Project Timeline. Within 30 days after the
Effective Date of the
subcontract(s).
Begin work. Within 60 days after the
Effective Date of the
subcontract(s).
Conduct on-site walk through inspection(s) of Work Site(s). November 1, 2025
Submit Monthly Reimbursement Requests On or before the 15th of
each subsequent month
during project
implementation.
Submit Monthly Status Report On or before the 15th of
each subsequent month
during project
implementation.
Submit Quarterly Progress Reports See §4.5.2 below
Submit Project Final Report May 31, 2027 or within
90 days of the completion
of the project, whichever
is sooner.
4.4. Budget Line Adjustments.
4.4.1. Grant Funds. Grantee may request in writing that CEO move Grant Funds between and
among budget lines, so long as the total amount of Grant Funds remains unchanged. To make
such budget line changes, CEO will use an Option Letter (Exhibit D).
4.4.2. Local Matching Funds. Grantee may increase or decrease the amount of Local Match Funds
in any one or any combination of budget lines as described in §6.2 of this Exhibit, or move
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID #0006-007
Page 4 of 9
Other Funds between and among budget lines, so long as the total amount of such “Other
Funds” is not less than the amount set forth in §6.2 below. Grantee may increase the Total
Project Cost with “Other Funds” and such change does not require an amendment or option
letter. CEO will verify the Grantee’s contribution of “Local Match Funds” and compliance with
this section at Project Closeout.
4.5. Monthly Reimbursement Request and Status Reports. Beginning 15 days after the end of the first
month following execution of this Grant and for each month thereafter until termination of this Grant,
Grantee shall submit Reimbursement Requests and Status Reports using a form provided by the State.
The State shall pay the Grantee for actual expenditures made in the performance of this Grant based on
the submission of statements in the format prescribed by the State. The Grantee shall submit Pay
Requests setting forth a detailed description and provide documentation of the amounts and types of
reimbursable expenses. Pay Requests and Status Reports are due within 15 days of the end of the
month.
4.5.1. For months in which there are no expenditures to reimburse, Grantee shall indicate zero (0)
requested in the Reimbursement Request and describe the status of the Work in the Status
Report. The report will contain an update of expenditure of funds by budget line as per §6.2 of
this Exhibit A Scope of Project as well as a projection of all Work expected to be accomplished
in the following quarter, including an estimate of Grant Funds to be expended.
4.6. Quarterly Progress Reports (QPRs) Beginning 15 days after the end of the first quarter following
execution of this Grant and for each quarter thereafter until termination of this Grant, Grantee shall
submit a QPR using a form provided by the state. The Grantee will be required to complete one project
tab of the QPR template found on the NETL Grid Resiliency Formula Funding Post Award Project
Management Reporting Documents.
4.6.1. Specific QPR submittal dates.
Quarter Year Due Date Quarterly
Progress Report
Due
1st (Jan-Mar) 2025 April 15, 2025 Yes
2nd (Apr-Jun) 2025 JULY 15, 2025* Yes
3rd (Jul-Sep) 2025 October 15, 2025 Yes
4th (Oct-Dec) 2025 January 15, 2026 Yes
1st (Jan-Mar) 2026 April 15, 2026 Yes
2nd (Apr-Jun) 2026 JULY 15, 2026* Yes
3rd (Jul-Sep) 2026 October 15, 2026 Yes
4th (Oct-Dec) 2026 January 15, 2027 Yes
1st (Jan-Mar) 2027 April 15, 2027 Yes
2nd (Apr-Jun) 2027 JULY 15, 2026* Yes
*State fiscal year runs July 1 – June 30 annually. Grantee must request reimbursement for
all eligible costs incurred during a State fiscal year by July 15 annually.
4.7. Annual Report: The Annual Project impact report is to be submitted via email to the CEO Program
Manager by November 15 of each year of the project. These reports will cover the preceding Federal
Fiscal Year (FFY), which runs from October 1 to September 30. Further details can be found in section
8.1.3 of this document.
4.8. CEO & DOE Acknowledgment. The Grantee agrees to acknowledge the Colorado Energy Office and
U.S. Department of Energy (“DOE”) in any and all materials or events designed to promote or educate
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID #0006-007
Page 5 of 9
the public about the Work and the Project, including but not limited to: press releases, newspaper
articles, op-ed pieces, press conferences, presentations and brochures/pamphlets.
5. PERSONNEL
5.1. Responsible Administrator. Grantee’s performance hereunder shall be under the direct supervision of
JOE LOCKHART, Line Foreman, 970-577-3613, jlockhart@estes.org .who is an employee or
agent of Grantee, and is hereby designated as the responsible administrator of this Project and a key
person under this §5. Such administrator shall be updated through the process in §5.3 below. If this
person is an agent of the Grantee, such person must have signature authority to bind the Grantee and
must provide evidence of such authority.
5.2. Other Key Personnel SHARLA BEESLEY, Grant Coordinator, 970-577-3708,
sbeesley@estes.org . Such key personnel shall be updated through the process in §5.3 of this Exhibit
A.
5.3. Replacement. Grantee shall immediately notify the State if any key personnel specified in §5 of this
Exhibit A cease to serve. All notices sent under this subsection shall be sent in accordance with §15 of
the Grant.
5.4. Grid Resiliency Program Manager: John Parks, 970-631-6786, gridresiliency@state.co.us .
6. FUNDING
The State provided funds shall be limited to the amount specified under the “Grant Funds” column of §6.2,
Budget, below.
6.1. Matching/Other Funds. Grantee shall provide at least 25.5% [$184,633] of the Total Project Cost or
__34.3__% cost match of the federal grant funds as documented by Grantee and verified by CEO at
Project Closeout. Initial estimates of Grantee’s contribution are noted in the Local Match Amount”
column of §6.2 below. Increases to Grantee’s contribution to Total Project Cost do not require
modification of this Grant Agreement and/or Exhibit A.
6.2. Budget
Line Cost Category Grant
Funds
Local
Match
Amount
Total Project
Cost
Local
Match
Funds
Source
a. Personnel $ 0 $ 133,674 $ 133,674 Grantee
b. Fringe Benefits $ 0 $ 41,585 $ 41,585 Grantee
c. Travel $ 0 $ 0 $ 0 Grantee
d. Equipment $ 82,211 $ 0 $ 82,211 Grantee
e. Supplies $ 411,063 $ 0 $ 411,063 Grantee
f. Contractual $ 0 $ 0 $ 0 Grantee
g. Construction $ 0 $ 0 $ 0 Grantee
h.. Other: Equipment use cost $ 44,987 $ 9,374 $ 54,361 Grantee
i. Indirect Charges $ 0 $ 0 $ 0 Grantee
Total $ 538,261 $ 184,633 $ 722,894
6.3. Financial obligations of the Grantee under this Grant payable after its current fiscal year are
contingent upon appropriation, budgeting, and availability of funds.
7. PAYMENT
Payments shall be made in accordance with this section and the provisions set forth in §7 of the Grant.
7.1. Reimbursement Payment Schedule. All funds from this grant will be provided on a
reimbursement basis after paid invoices are submitted to CEO. If Work is subcontracted or
subgranted and such Subcontractors and/or Subgrantees are not previously paid, Grantee shall disburse
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID #0006-007
Page 6 of 9
Grant Funds to such Subcontractor or Subgrantee within thirty (30) days of receipt of the invoices from
the Subcontractor.
Payment Amount Description
Interim Payment(s) Within 45
days of Grantee
submitting paid
invoice to
CEO.
Paid upon receipt of actual expense documentation and
written Pay Requests from the Grantee for
reimbursement of eligible approved expenses.
Final Payment Within 45 days
of Grantee
submitting final
report to CEO.
Paid upon Substantial Completion of the Project (as
determined by the State in its sole discretion), provided
that the Grantee has submitted, and CEO has accepted,
all required reports.
7.2. Interest. Grantee or Subgrantee may keep interest earned from Grant Funds up to $100 per year for
administrative expenses.
8. ADMINISTRATIVE REQUIREMENTS
8.1. Reporting. Grantee shall submit the following reports to CEO using the State-provided forms. CEO
may withhold payment(s) if such reports are not submitted timely.
8.1.1. Monthly Reimbursement Requests and Status Reports shall be submitted on or before the
10th of each month for information from the previous month.
8.1.2. Quarterly Progress Reports. Quarterly Pay Requests shall be submitted to CEO in accordance
with §4.6 of this Exhibit A. This shall be completed on the template provided to the Grantee by
CEO.
8.1.2.1. Baseline Budget and Incurred Cost. Updated budget totals in each of the budget
categories, including totals for: Total approved project budget, prior cumulative incurred
cost, incurred cost during reporting period, and total cumulative incurred cost. Each entry
must be must be made by budget category and by federal (grant funds) and non-federal
(local matching funds).
8.1.2.2. Milestone Table. Update of the project milestones for planned and actual dates and
status of each milestone including, but not limited to: Project start (e.g. Award Contract),.
Planning Complete, Design Complete, Regulatory Approval Obtained, Equipment/Materials
Purchased, Construction/Installation started, Construction/ Installation 50% complete,
Construction/Installation 100% complete, Project Closed out.
8.1.2.3. Build Metrics. This metric(s) below was selected by the Grantee during the application
process. The Grantee must give a description of the metric, goal value, progress value during
reporting period, cumulative progress for project duration.
8.1.2.3.1. Miles of distribution lines undergrounded
8.1.2.3.2. Miles of distribution lines reconductored
8.1.2.4. Risk Management Log. Record a minimum of 3 project risks, along with the following
information for each risk: likelihood (high, medium, low), impact (high, medium, low),
potential impact, and mitigation strategy.
8.1.3. Annual Reporting. The Grantee is required to complete an Annual Program metrics and Impact
Report on the provided form. This reporting shall be completed each year during the project
implementation between October 1 and November 15, and until all of CEO’s projects under this
grant (IIJA 40101d years 2022 and 2023) are complete (award window is until April 30, 2032).
This report will include the following information:
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID #0006-007
Page 7 of 9
8.1.3.1. Baseline Impact Metrics. The Grantee has selected the following impact metrics for
this project, each of which will be recorded for the project area. The geographic range for the
reported metrics must be identified and as close to the geographic distribution of the project
area as feasible. Comparing metrics over time for just the project area will be more accurate
than system-wide metrics. The baseline for each metric will need five (5) years of prior
values, for the years 2019-2024:
8.1.3.1.1. Largest outage cause
8.1.3.1.2. Number of outages
8.1.3.1.3. Number of individual customer outages that extend beyond 24 hours
8.1.3.1.4. Total Outages
8.1.3.1.5. Outage by cause (flooding, wildfire, ice/snow storm, operator error , equipment
failure, wind storm)
8.1.3.2. Current Fiscal Year Impact Metrics. Annual data points for each of the metrics listed
above. All outage data should include: 1) Impact Metric, 2) Outage Type, 3) Does outage
data include Major Event Days (MED)?, 4) Coverage, 5) Metric Type, 5) Outage Type, 6)
Coverage Type, 7) Progress (during project implementation), including a) Value, b) Start
Date of Collection, and c) End date of collection.
8.1.3.3. Job Creation and Training. Ten questions related to Training and thirteen (13)
questions related to Labor need to be completed with explanations, as needed.
8.1.3.3.1. Was training offered as part of this project?
8.1.3.3.2. Type of training provided.
8.1.3.3.3. Number of individuals receiving training (including registered apprenticeship)
as part of the project
8.1.3.3.4. Average number of hours of training per individual (including on-the -job
training/work performed by registered apprentices).
8.1.3.3.5. Number of individuals receiving raise or promotion as a result of training.
8.1.3.3.6. Number of individuals that are placed in new paid positions (including
registered apprenticeships (as a result of training).
8.1.3.3.7. Number of employees a part of this project.
8.1.3.3.8. Has the Subaward Entity [Grantee] pledged neutrality with respect to union
organizing? (specify if needed)
8.1.3.3.9. Is the Subaward Entity [Grantee] contributing to or otherwise supporting
registered apprenticeship programs (e.g., financial support, hiring participants,
providing training materials and facilities, etc.)?(specify if needed)
8.1.3.3.10. Is the Subaward Entity [Grantee] contributing or otherwise supporting non-
registered apprenticeship joint-labor management or other training program? (specify if
needed)
8.1.3.3.11. Is the Subaward Entity [Grantee] offering support services to workers or
training participants (e.g., child care, transportation)? (specify if needed)
8.1.3.3.12. Does the project have a workplace health and safety plan that was designed and
is implemented in partnership with employees? (specify if needed)
8.1.3.3.13. In support of second chance opportunities, does the Subaward Entity [Grantee]
refrain from asking about job applicants’ criminal records, arrest history, or any other
history with the justice system?
8.1.3.3.14. Does the Subaward Entity [Grantee] have specific goals for the hiring of local
workers? (specify if needed)
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID #0006-007
Page 8 of 9
8.1.3.4. Workforce Demographics numbers of the employees working on the project and
number of trainees in project specific programs by Gender, Race, Ethnicity, Veteran Status,
Disability Status, and if from Disadvantaged Communities (DACs.
8.1.3.5. Community Engagement Events. Respond to seven (7) questions on community
engagement activities.
8.1.3.5.1. Event number
8.1.3.5.2. Community Engagement Event name (Virtual or In-Person)
8.1.3.5.3. Zip Code
8.1.3.5.4. Type of engagement (Consent Based Siting; Research and Design; Reporting;
Project Decision Making; Community Input; Other)
8.1.3.5.5. Degree of Engagement (Inform, Consult, Involve, Collaborate, Defer to)
8.1.4. Final Reports. Within 90 days after the completion of the Project, Grantee shall submit the
final Pay Request and Status Report to CEO.
8.1.5. Single Audit Report. If Grantee is required to have a single audit, Grantee shall submit a copy
of its audit report to CEO within 180 days of its fiscal year-end.
8.2. Monitoring. CEO shall monitor this Work on an as-needed basis. CEO may choose to audit the
records for activities performed under this Grant. Grantee shall maintain a complete file of all records,
documents, communications, notes and other written materials or electronic media, files or
communications, which pertain in any manner to the operation of activities undertaken pursuant to an
executed Grant. Such books and records shall contain documentation of the Grantee’s pertinent activity
under this Grant in accordance with Generally Accepted Accounting Principles.
8.2.1. Subgrantee/Subcontractor. Grantee shall monitor its Subgrantees and/or Subcontractors, if
any, during the term of this Grant. Results of such monitoring shall be documented by Grantee
and maintained on file.
8.3. Environmental Requirements. Grantee shall comply with all DOE environmental requirements and
shall not obligate Grant funds prior to receipt of the written release of funds from the State.
8.4. Bonds. If Project includes construction or facility improvements, Grantee and/or its contractor (or
subcontractors) performing such work shall secure the bonds hereunder from companies holding
certificates of authority as acceptable sureties pursuant to 31 CFR Part 223 and are authorized to do
business in Colorado.
8.4.1. Bid Bond. A bid guarantee from each bidder equivalent to 5 percent of the bid price. The “bid
guarantee” shall consist of a firm commitment such as a bid bond, certified check, or other
negotiable instrument accompanying a bid as assurance that the bidder shall, upon acceptance of
his bid, execute such contractual documents as may be required within the time specified.
8.4.2. Performance Bond. A performance bond on the part of the contractor for 100 percent of the
contract price. A “performance bond” is one executed in connection with a contract to secure
fulfillment of all the contractor's obligations under such contract.
8.4.3. Payment Bond. A payment bond on the part of the contractor for 100 percent of the contract
price. A “payment bond” is one executed in connection with a contract to assure payment as
required by statute of all persons supplying labor and material in the execution of the work
provided for in the contract.
8.4.4. Substitution. The bonding requirements in this §8.3 may be waived in lieu of an irrevocable
letter of credit if the price is less than $50,000.
9. CONSTRUCTION/RENOVATION. The following subsections shall apply to construction and/or
renovation related projects/activities:
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID #0006-007
Page 9 of 9
9.1. Plans & Specifications. Construction plans and specifications shall be drawn up by a qualified
engineer or architect licensed in the State of Colorado, or pre-engineered in accordance with Colorado
law, and hired by the Grantee through a competitive selection process.
9.2. Procurement. A construction contract shall be awarded to a qualified construction firm through a
formal selection process with the Grantee being obligated to award the construction contract to the
lowest responsive, responsible bidder meeting the Grantee's specifications or to the RFP proposal
providing the greatest value to the Grantee.
9.3. Subcontracts. Copies of any and all contracts entered into by the Grantee in order to accomplish this
Project shall be submitted to CEO upon request, and any and all contracts entered into by the Grantee
or any of its Subcontractors shall comply with all applicable federal and state laws and shall be
governed by the laws of the State of Colorado.
9.4. Standards. Grantee, Subgrantees and Subcontractors shall comply with all applicable statutory design
and construction standards and procedures that may be required, including the standards required by
Colorado Department of Public Health and Environment, and shall provide the State with
documentation of such compliance.
9.5. Bidding. Grantee shall provide to CEO all necessary forms relating to bidding and construction funded
by DOE funds.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
Page 1
EXHIBIT B – SPECIAL TERMS AND CONDITIONS – U.S. GRID DEPLOYMENT OFFICE
SPECIAL TERMS AND CONDITIONS FOR USE IN FORMULA GRANTS ISSUED UNDER THE GRID
DEPLOYMENT OFFICE (GDO) ADMINISTRATIVE AND LEGAL REQUIREMENTS DOCUMENT
(ALRD) 3
LEGAL AUTHORITY AND EFFECT (JUNE 2015) 3
RESOLUTION OF CONFLICTING CONDITIONS 3
AWARD AGREEMENT TERMS AND CONDITIONS (DECEMBER 2014) (NETL – APRIL 2024) 3
FLOW DOWN REQUIREMENT 3
CONFERENCE SPENDING (FEBRUARY 2015) 4
PAYMENT PROCEDURES - ADVANCES THROUGH THE AUTOMATED STANDARD
APPLICATION FOR PAYMENTS (ASAP) SYSTEM 4
COST MATCH 4
REBUDGETING AND RECOVERY OF INDIRECT COSTS - REIMBURSABLE INDIRECT COSTS
AND FRINGE BENEFITS 5
USE OF PROGRAM INCOME - ADDITION 5
ANNUAL ALLOCATION REQUEST 5
RESILIENCE PROJECT AND SUBAWARD/SUBCONTRACT NOTIFICATION 5
REPORTING 7
FOREIGN NATIONAL PARTICIPATION – APPROVAL REQUIRED (APRIL 2024) 7
STATEMENT OF FEDERAL STEWARDSHIP 7
SITE VISITS 7
CATEGORICAL EXCLUSION (CX) – Initial Application 8
FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS 8
ELIGIBLE ENTITY PRIORITIZATION – 40101(d)(5) 8
SMALL UTILITIES SET ASIDE – 40101(d)(6) 8
TECHNICAL ASSISTANCE AND ADMINISTRATIVE EXPENSES – 40101(d)(7) 8
NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS --
SENSE OF CONGRESS 8
INSURANCE COVERAGE (DECEMBER 2014) 8
REAL PROPERTY – GRID RESILIENCE 9
EQUIPMENT (DECEMBER 2014) (NETL - MAY 2024) 9
SUPPLIES (DECEMBER 2014) 9
CONTINUED USE OF REAL PROPERTY AND EQUIPMENT (OCTOBER 2022) 9
PROPERTY TRUST RELATIONSHIP (DECEMBER 2014) 10
INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP 10
PERFORMANCE OF WORK IN UNITED STATES 11
REPORTING SUBAWARD AND EXECUTIVE COMPENSATION (SEPTEMBER 2023) 11
SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS 13
FINAL INCURRED COST AUDIT (DECEMBER 2014) 14
INDEMNITY 14
LOBBYING RESTRICTIONS (MARCH 2012) 14
CORPORATE FELONY CONVICTION AND FEDERAL TAX LIABILITY ASSURANCES (MARCH
2014) 14
NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTS ASSURANCES (JUNE 2015) 15
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
2
REPORTING OF MATTERS RELATED TO RECIPIENT INTEGRITY AND PERFORMANCE
(DECEMBER 2015) 15
EXPORT CONTROL (JUNE 2024) 17
PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES
OR EQUIPMENT (APRIL 2024) 17
PROHIBITION RELATED TO FOREIGN GOVERNMENT-SPONSORED TALENT RECRUITMENT
PROGRAMS (MARCH 2023) 18
IMPLEMENTATION OF EXECUTIVE ORDER 13798, PROMOTING FREE SPEECH AND RELIGIOUS
LIBERTY (NOVEMBER 2020) 18
INTERIM CONFLICT OF INTEREST REQUIREMENTS FOR FINANCIAL ASSISTANCE (MARCH
2023) 19
ORGANIZATIONAL CONFLICT OF INTEREST (APRIL 2024) 19
FRAUD, WASTE AND ABUSE (MARCH 2023) 19
TRANSPARENCY OF FOREIGN CONNECTIONS (APRIL 2024) 20
FOREIGN COLLABORATION CONSIDERATIONS (MARCH 2023) 21
BUY AMERICAN REQUIREMENT FOR INFRASTRUCTURE PROJECTS (MAY 2024) 21
REPORTING, TRACKING AND SEGREGATION OF INCURRED COSTS (MARCH 2023) 24
DAVIS-BACON REQUIREMENTS (NETL – JUNE 2024) 25
AFFIRMATIVE ACTION AND PAY TRANSPARENCY REQUIREMENTS (SEPTEMBER 2023) 27
POTENTIALLY DUPLICATIVE FUNDING NOTICE (MARCH 2023) 27
CONSTRUCTION SIGNAGE (MAY 2024) 27
POST AWARD DUE DILIGENCE REVIEWS (APRIL 2024) 28
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
3
SPECIAL TERMS AND CONDITIONS FOR USE IN FORMULA GRANTS ISSUED UNDER THE
GRID DEPLOYMENT OFFICE (GDO) ADMINISTRATIVE AND LEGAL REQUIREMENTS DOCUMENT
(ALRD)
LEGAL AUTHORITY AND EFFECT (JUNE 2015)
(a) A DOE financial assistance award is valid only if it is in writing and is signed, either in writing or electronically, by a
DOE Contracting Officer.
(b) Recipients are free to accept or reject the award. A request to draw down DOE funds constitutes the Recipient's
acceptance of the terms and conditions of this Award.
RESOLUTION OF CONFLICTING CONDITIONS
Any apparent inconsistency between Federal statutes and regulations and the terms and conditions contained in this award
must be referred to the DOE Award Administrator for guidance.
AWARD AGREEMENT TERMS AND CONDITIONS (DECEMBER 2014) (NETL – APRIL 2024)
This assistance agreement consists of the Assistance Agreement Cover Page and Award Terms and Conditions, plus the
following:
a. Special terms and conditions.
b. Attachments:
Attachment
No.
Title
1 Intellectual Property Provisions
2 Statement of Project Objectives
3 Federal Assistance Reporting Checklist
c. Applicable program regulations: NONE
d. DOE Assistance Regulations, 2 CFR part 200 as amended by 2 CFR part 910 at http://www.eCFR.gov.
e. Research Terms and Conditions and the DOE Agency Specific Requirements at
http://www.nsf.gov/bfa/dias/policy/rtc/index.jsp (if the Award is for research and the Award is to a university or
non-profit).
f. Application/proposal as approved by DOE.
g. National Policy Assurances to Be Incorporated as Award Terms in effect on date of award at
https://www.nsf.gov/awards/managing/rtc.jsp.
h. Public Law 117-58, also known as the Bipartisan Infrastructure Law (BIL)
FLOW DOWN REQUIREMENT
The Recipient agrees to apply the terms and conditions of this Award, as applicable, including the Intellectual Property
Provisions, to all subrecipients (and subcontractors, as appropriate), as required by 2 CFR 200.101, and to require their
strict compliance therewith. Further, the Recipient must apply the Award terms as required by 2 CFR 200.327 to all
subrecipients (and subcontractors, as appropriate), and to require their strict compliance therewith.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
4
CONFERENCE SPENDING (FEBRUARY 2015)
The recipient shall not expend any funds on a conference not directly and programmatically related to the purpose for
which the grant or cooperative agreement was awarded that would defray the cost to the United States Government of a
conference held by any Executive branch department, agency, board, commission, or office for which the cost to the
United States Government would otherwise exceed $20,000, thereby circumventing the required notification by the head
of any such Executive Branch department, agency, board, commission, or office to the Inspector General (or senior ethics
official for any entity without an Inspector General), of the date, location, and number of employees attending such
conference.
PAYMENT PROCEDURES - ADVANCES THROUGH THE AUTOMATED STANDARD APPLICATION FOR
PAYMENTS (ASAP) SYSTEM
a. Method of Payment. Payment will be made by advances through the Department of Treasury's ASAP system.
b. Requesting Advances. Requests for advances must be made through the ASAP system. You may submit requests as
frequently as required to meet your needs to disburse funds for the Federal share of project costs. If feasible, you should
time each request so that you receive payment on the same day that you disburse funds for direct project costs and the
proportionate share of any allowable indirect costs. If same-day transfers are not feasible, advance payments must be as
close as is administratively feasible to actual disbursements.
c. Adjusting payment requests for available cash. You must disburse any funds that are available from repayments to and
interest earned on a revolving fund, program income, rebates, refunds, contract settlements, audit recoveries, credits,
discounts, and interest earned on any of those funds before requesting additional cash payment s from DOE/NNSA.
d. Payments. All payments are made by electronic funds transfer to the bank account identified on the ASAP Bank
Information Form that you filed with the U.S. Department of Treasury.
COST MATCH
a. “Cost Matching” for the non-federal share is calculated as a percentage of the Federal funds only, rather than the Total
Project Cost. The Total Project Cost is the sum of the Government share and Recipient match. The Recipient's cost match
must come from non-Federal sources unless otherwise allowed by law.
Each Recipient is required to match 15 percent of their allocation. In addition, eligible entities performing resilience pro jects
are required to provide a 100 percent cost match, unless the eligible entity sells not more than 4,000,000 me gawatt hours of
electricity per year, then the eligible entity is required to provide a one-third cost match.
By accepting federal funds under this award, the Recipient is liable for the cost match percentage of total expenditures
incurred, even if the project is terminated early or is not funded to its completion.
b. If the Recipient discovers that you may be unable to provide the required cost matching under this award, the Recipient
should immediately provide written notification to the DOE Award Admini strator indicating whether the Recipient will
continue or phase out the project. If you plan to continue the project, the notification must describe how replacement cost
matching will be secured.
c. The Recipient must maintain records of all project costs that you claim as cost match, including in-kind costs, as well as
records of costs to be paid by DOE/NNSA. Such records are subject to audit.
d. Failure to provide the cost matching required by this term may result in the subsequent recovery by DOE of some or all
the funds provided under the award.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
5
REBUDGETING AND RECOVERY OF INDIRECT COSTS - REIMBURSABLE INDIRECT COSTS AND
FRINGE BENEFITS
a. If actual allowable indirect costs are less than those budgeted and funded under the award, you may use the difference
to pay additional allowable direct costs during the project period. If at the completion of the award the Government's share
of total allowable costs (i.e., direct and indirect), is less than the total costs reimbursed, you must refund the diffe rence.
b. Recipients are expected to manage their indirect costs. DOE will not amend an award solely to provide additional funds
for changes in indirect cost rates. DOE recognizes that the inability to obtain full reimbursement for indirect costs means
the recipient must absorb the underrecovery. Such underrecovery may be allocated as part of the organization's required
cost sharing.
USE OF PROGRAM INCOME - ADDITION
If you earn program income during the project period as a result of this award, you may add the program income to the
funds committed to the award and use it to further eligible project objectives.
ANNUAL ALLOCATION REQUEST
The Recipient shall submit their annual allocation request in accordance with the instructions provided in the Reporting
Requirements Checklist attached to this award. The Annual Allocation Request must be submitted to the DOE Program
Manager whose name is in Block 15 of the Award Agreement and the DOE Award Administrator whose name is
identified on Page 2 of the Assistance Agreement cover page.
The Annual Allocation Request must include the following information:
- SF 424 reflecting the current year allocation and cost match amounts.
- Cost Match Information for current year allocation.
● Cost Match Value
● Identify the source/organization of the proposed cost match.
● Type of Cost Match (cash or in-kind)
● Provide a description of their proposed cost match.
- Program Narrative – copy of current Program Narrative if there are no changes or an updated Program
Narrative to reflect any changes. If changes have occurred, a Public Notice and Hearing must be documented
in the updated Program Narrative.
RESILIENCE PROJECT AND SUBAWARD/SUBCONTRACT NOTIFICATION
For all resilience project subawards and any other subaward over $250,000, the Recipient must notify the DOE
Contracting Officer and Project Officer in writing prior to the execution of new or modified subawards/subcontracts. This
notification does not constitute a waiver of the prior approval requirements outlined in 2 CFR 200, nor does it relieve the
Recipient from its obligation to comply with applicable Federal statutes, regulations, and executive o rders.
The Recipient is responsible for making a final determination to award or modify subawards/subcontracts under this
agreement, but the Recipient may not proceed with the subaward/subcontract until the DOE determines, and provides the
Recipient written notification, that the information provided is adequate.
In order to satisfy this notification requirement, Recipient documentation must, at a minimum, include the following:
(a) Recipient confirms that the subawardee:
(i) is an eligible entity type identified in BIL section 40101(a)(2);
(ii) is a domestic entity; to qualify as a domestic entity, the entity must be organized, chartered or
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
6
incorporated (or otherwise formed) under the laws of a particular state or territory of the United
States; have majority domestic ownership and control; and have a physical place of business in
the United States;
(iii) is not a debarred or a suspended entity; and
(iv) will pay all of the laborers and mechanics performing construction, alteration, or repair work in
excess of $2,000 on projects funded directly by or assisted in whole or in part by and through
funding under the award, wages at rates not less than those prevailing on projects of a character
similar in the locality as determined by subchapter IV of Chapter 1 of Title 40, United State Code
commonly referred to as the “Davis-Bacon Act” (DBA).
(b) Recipient confirms that:
(i) the process undertaken to solicit the subaward/subcontract complies with their written
procurement procedures as outlined in 2 CFR 200.318;
(ii) the proposed work to be done is an eligible activity identified in BIL Section 40101(e)(1);
(iii) the proposed subaward effort is consistent with the Program Narrative being executed under the
award;
(iv) the primary purpose of the proposed project is not cyber security but that the implementation of
the proposed project will adhere to any applicable cybersecurity requirements, and where
possible, best practices in deploying technologies under their subaward;
(v) no planned, actual or apparent conflict of interest exists between the Recipient and the selected
subawardee/subcontractor and that the Recipient’s written standards of conduct were followed;
(vi) as applicable, subaward/subcontracts address the Small Utilities Set Aside requirement set forth
in BIL Section 40101(d)(6); and
(vii) all required award provisions will be flowed down in the resulting subaward/subcontract.
(c) Recipient provides:
(i) SF-424A Budget Information form and Budget Justification form for all resilience project
subawards; and any other subaward over $250,000;
(ii) a completed Environmental Questionnaire covering the subaward activity;
(iii) cost match commitment letter from the eligible entity committing to meet the cost matching as
required in BIL Section 40101(h);
(iv) the proposed metrics that will be collected and reported in the Quarterly Progress Report to
measure and demonstrate the beneficial impact of the resilience project on the resilience of the
grid and to the community served;
(v) listing of Foreign Nationals for subrecipients/eligible entities and technical assistance contractors
in accordance with the Foreign National Participation – Approval term;
(vi) Performance of Work in the United States waiver (if applicable);
(vii)Buy America for Infrastructure Projects waiver (if applicable);
(viii)Domestic entity waiver for subrecipients (if applicable); and
(ix) a summary/brief description of any application, similar in nature, submitted by the proposed
subawardee to the DOE under BIL Section 40101(c), DE-FOA-0002740, Grid Resilience and
Innovation Partnerships (GRIP).
If a State or Indian Tribe petitions the Secretary to be designated as an eligible entity for the purpose of executing a
resilience project, it must provide both the 15% cost match for the entire allocation made by DOE to the State or Tribe
(see BIL section 40101(d)(8)) and the project specific cost match requirement of 100% or 1/3 (see BIL section 40101(h)).
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
7
REPORTING
Reporting requirements are identified on the Federal Assistance Reporting Checklist and Instructions, DOE F 4600.2,
attached to the award agreement. Additional reporting requirements apply to projects funded by BIL. As part of tracking
progress toward key Departmental goals – ensuring justice and equity, creating jobs, boosting domestic manufacturing,
reducing greenhouse gas emissions, and advancing a pathway to private sector – DOE may require specific data
collection. Examples of data that may be collected include:
● project locations,
● measurable improvements of resilience,
● transmission capacity upgraded, expanded, or built,
● electricity storage capacity installed,
● funding leveraged,
● stakeholders engaged,
● technical assistance provided, and
● value of contracts or agreements with minority owned business for supplies, services, or
equipment.
Recipients must maintain sufficient records to substantiate this information upon request.
FOREIGN NATIONAL PARTICIPATION – APPROVAL REQUIRED (APRIL 2024)
If the Recipient (including any of its subrecipients and contractors) anticipates involving foreign nationals in the
performance of this award, the Recipient must provide DOE with specific information about each foreign national to
ensure compliance with the requirements for foreign national participation and access approvals. The volume and type of
information required may depend on various factors associated with the award.
Approval for foreign nationals in Principal Investigator/Co-Principal Investigator roles, from countries of risk (i.e., China,
Iran, North Korea, and Russia), and from countries identified on the U.S. Department of State’s list of State Sponsors of
Terrorism (https://www.state.gov/state-sponsors-of-terrorism/) must be obtained from DOE before they can participate in
the performance of any work under this award.
A “foreign national” is defined as a person without United States citizenship or nationality (may include a stateless
person). DOE may elect to deny a foreign national’s participation in the award. Likewise, DOE may elect to deny a
foreign national’s access to a DOE sites, information, technologies, equipment, programs, or personnel. DOE’s
determination to deny participation or access is not appealable.
The Recipient must include this term in any subaward and in any applicable contractual agreement(s) associated
with this award.
STATEMENT OF FEDERAL STEWARDSHIP
DOE/NNSA will exercise normal Federal stewardship in overseeing the project activities performed under this award.
Stewardship activities include, but are not limited to, conducting site visits; reviewing performance and financial reports;
providing technical assistance and/or temporary intervention in unusual circumstances to correct deficiencies which
develop during the project; assuring compliance with terms and conditions; and reviewing technical performance after
project completion to ensure that the award objectives have been accomplished.
SITE VISITS
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
8
DOE/NNSA's authorized representatives have the right to make site visits at reasonable times to review project
accomplishments and management control systems and to provide technical assistance, if required. You must provide, and
must require your subrecipients to provide, reasonable access to facilities, office space, resources, and assistance for the
safety and convenience of the government representatives in the performance of their duties. All site visits and e valuations
must be performed in a manner that does not unduly interfere with or delay the work.
CATEGORICAL EXCLUSION (CX) – Initial Application
DOE must comply with the National Environmental Policy Act (NEPA) prior to authorizing the use of federal
funds. Based on the initial information provided by the Recipient, DOE has made a NEPA determination by issuing a
CX, thereby authorizing use of funds for technical assistance and administrative project activities only.
NEPA review and approval of proposed resilience project activities are required as per the Resilience Project and
Subaward/Subcontract Notification Term. If any of the proposed projects are likely to require an Environmental
Assessment (EA) or Environmental Impact Statement (EIS), the DOE NEPA Compliance Officer will provide further
guidance. Should the recipient elect to undertake activities prior to authorization from the DOE, the Recipient is doing so
at risk and such costs may not be authorized and recognized as allowable cost.
FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS
You must obtain any required permits and comply with applicable federal, state, and municipal laws, codes, and
regulations for work performed under this award.
ELIGIBLE ENTITY PRIORITIZATION – 40101(d)(5)
In making subawards to eligible entities using funds made available under the program, the Recipient shall give priority to
projects that, in the determination of the Recipient, will generate the greatest community benefit (whether rural or urban) i n
reducing the likelihood and consequences of disruptive events.
SMALL UTILITIES SET ASIDE – 40101(d)(6)
The Recipient shall ensure that, of the amounts made available to eligible entities, the percentage made available to eligible
entities that sell not more than 4,000,000 megawatt hours of electricity per year is not less than the percentage of all
customers in the Recipient State or Indian Tribe (as applicable) that are served by those eligible entities.
TECHNICAL ASSISTANCE AND ADMINISTRATIVE EXPENSES – 40101(d)(7)
Of the amounts made available to the Recipient under the program each fiscal year, the Recipient may use not more than 5
percent for technical assistance (see BIL Section 40101(g)(1)(A)) and administrative expenses associated with the program.
NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS -- SENSE
OF CONGRESS
It is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased with funds
made available under this award should be American-made.
INSURANCE COVERAGE (DECEMBER 2014)
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
9
See 2 CFR 200.310 for insurance requirements for real property and equipment acquired or improved with Federal funds.
REAL PROPERTY – GRID RESILIENCE
Acquisition of land or easements is not permitted under this grant program. Improvements to real property for the
purpose of grid hardening or resilience is not considered acquisition of real property for the purpose of this grant program,
and therefore may be permitted.
EQUIPMENT (DECEMBER 2014) (NETL - MAY 2024)
Subject to the conditions provided in 2 CFR 200.313 and 2 CFR 910.360 (as applicable), title to equipment (property)
acquired under a Federal award will vest conditionally with the non-Federal entity.
The non-Federal entity cannot encumber this property or permit encumbrance without prior written approval by the DOE
Contracting Officer and must follow the requirements of 2 CFR 200.313 before disposing of the property.
States must use equipment acquired under a Federal award by the state in accordance with state laws and procedures.
Equipment must be used by the non-Federal entity in the program or project for which it was acquired as long as it is
needed, whether or not the project or program continues to be supported by the Federal award. When no longer needed for
the originally authorized purpose, the equipment may be used by programs supported by the Federal awarding agency in
the priority order specified in 2 CFR 200.313(c)(1)(i) and (ii).
Management requirements, including inventory and control systems, for equipment are provided in 2 CFR 200.313(d).
When equipment acquired under a Federal award is no longer needed, the non-Federal entity must obtain disposition
instructions from the Federal awarding agency or pass-through entity. However, pursuant to the FY23 Consolidated
Appropriations Act (Pub. L. No. 117-328), Division D, Title III, Section 309, the Secretary, or a designee of the Secretary
may, at their discretion, vest unconditional title or other property interests acquired under th is project regardless of the fair
market value of the property at the end of the award period.
Subject to the vesting of any property pursuant to Section 309 of the FY23 Consolidated Appropriations Act (Pub. L. No.
117-328), Division D, Title III, disposition will be made as follows: (a) items of equipment with a current fair market
value of $5,000 or less may be retained, sold, or otherwise disposed of with no further obligation to the Federal awarding
agency; (b) non-Federal entity may retain title or sell the equipment after compensating the Federal awarding agency as
described in 2 CFR 200.313(e)(2); or (c) transfer title to the Federal awarding agency or to an eligible third Party as
specified in 2 CFR 200.313(e)(3).
See 2 CFR 200.313 for additional requirements pertaining to equipment acquired under a Federal award. Also see 2 CFR
200.439 Equipment and other capital expenditures.
See 2 CFR 910.360 for supplemental requirements for Equipment for for-profit Recipients.
SUPPLIES (DECEMBER 2014)
See 2 CFR Part 200.314 for requirements pertaining to supplies acquired under a Federal award.
See also § 200.453 Materials and supplies costs, including costs of computing devices.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
10
CONTINUED USE OF REAL PROPERTY AND EQUIPMENT (OCTOBER 2022)
Real property and equipment purchased with project funds (federal share and recipient cost share) under this Award are
subject to the requirements at 2 CFR 200.311, 200.313, and 200.316 (non-Federal entities, except for-profit entities) and 2
CFR 910.360 (for-profit entities). The Recipient may continue to use the real property and equipment after the conclusion
of the award period of performance so long as the Recipient:
a. Continues to use the property for the authorized project purposes;
b. Complies with the applicable reporting requirements and regulatory property standards;
c. As applicable to for-profit entities, UCC filing statements are maintained; and
d. Submits a written Request for Continued Use for DOE authorization, which is approved by the DOE Contracting
Officer.
The Recipient must request authorization from the Contracting Officer to continue to use the property for the authorized
project purposes beyond the award period of performance (“Request for Continued Use”). The Recipient’s written
Request for Continued Use must identify the property and include: a summary of how the property will be used (must
align with the authorized project purposes); a proposed use period (e.g., perpetuity, until fully depreciated, or a calendar
date where the Recipient expects to submit disposition instructions); acknowledgement that the recipient shall not sell or
encumber the property or permit any encumbrance without prior written DOE approval; current fair market value of the
property; and an Estimated Useful Life or depreciation schedule for equipment.
When the property is no longer needed for authorized project purposes, the Recipient must request disposition instructions
from DOE. For-profit entity disposition requirements are set forth at 2 CFR 910.360. Property disposition requirements
for other non-federal entities are set forth in 2 CFR 200.310-200.316.
PROPERTY TRUST RELATIONSHIP (DECEMBER 2014)
Real property, equipment, and intangible property, that are acquired or improved with a Federal award must be held in
trust by the non-Federal entity as trustee for the beneficiaries of the project or program under which the property was
acquired or improved.
See 2 CFR Part 200.316 for additional requirements pertaining to real property, equipment, and intangible property
acquired or improved under a Federal award.
INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP
The Recipient must include the insolvency, bankruptcy or receivership term in any for-profit/non-profit sub-
award(s), at any tier.
a. You shall immediately notify the DOE of the occurrence of any of the following events: (i) you or your parent's filing
of a voluntary case seeking liquidation or reorganization under the Bankruptcy Act; (ii) your consent to the institution of
an involuntary case under the Bankruptcy Act against you or your parent; (iii) the filing of any similar proceeding for or
against you or your parent, or its consent to, the dissolution, winding-up or readjustment of your debts, appointment of a
receiver, conservator, trustee, or other officer with similar powers over you, under any other applicable state or federal
law; or (iv) your insolvency due to your inability to pay your debts generally as they become due.
b. Such notification shall be in writing and shall: (i) specifically set out the details of the occurrence of an event
referenced in paragraph a; (ii) provide the facts surrounding that event; and (iii) provide the impact such event will have
on the project being funded by this award.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
11
c. Upon the occurrence of any of the four events described in the first paragraph, DOE reserves the right to conduct a
review of your award to determine your compliance with the required elements of the award (including such items as cost
share, progress towards technical project objectives, and submission of required reports). If the DOE review determines
that there are significant deficiencies or concerns with your performance under the award, DOE reserves the right to
impose additional requirements, as needed, including (i) change your payment method; or (ii) institute payment controls.
d. Failure of the Recipient to comply with this term may be considered a material noncompliance of this financial
assistance award by the Contracting Officer.
PERFORMANCE OF WORK IN UNITED STATES
The Recipient agrees that at least 100% of the direct labor cost for the project (including subrecipient labor) shall be
incurred in the United States, unless the Recipient can demonstrate to the satisfaction of the DOE that the United States
economic interest will be better served through a greater percentage of the work being performed outside the United
States.
REPORTING SUBAWARD AND EXECUTIVE COMPENSATION (SEPTEMBER 2023)
a. Reporting of first-tier subawards.
1. Applicability. Unless the Recipient is exempt as provided in paragraph d. of this award term, the Recipient must
report each action that equals or exceeds $30,000 in Federal funds for a subaward to a non -Federal entity or
Federal agency (see definitions in paragraph e. of this award term).
2. Where and when to report.
i. The non-Federal entity or Federal agency must report each obligating action described in paragraph a.1.
of this award term to http://www.fsrs.gov.
ii. For subaward information, report no later than the end of the month following the month in which the
obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must
be reported by no later than December 31, 2010.)
3. What to report. The Recipient must report the information about each obligating action that the submission
instructions posted at http://www.fsrs.gov specify.
b. Reporting total compensation of recipient executives for non-Federal entities.
1. Applicability and what to report. The Recipient must report total compensation for each of its five most highly
compensated executives for the preceding completed fiscal year, if
i. The total Federal funding authorized to date under this Federal award is $30,000 or more as defined in 2
CFR 170.320;
ii. In the preceding fiscal year, the Recipient received:
a) 80 percent or more of the Recipient’s annual gross revenues from Federal procurement contracts (and
subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR
170.320 (and subawards); and
b) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts)
and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and
subawards); and
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
12
iii. The public does not have access to information about the compensation of the 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 section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to
the compensation information, see the U.S. Security and Exchange Commission total compensation
filings at https://www.sec.gov/answers/execomp.htm.)
2. Where and when to report. The Recipient must report executive total compensation described in paragraph b.1. of
this award term:
i. As part of the Recipients registration profile at https://www.sam.gov.
ii. By the end of the month following the month in which this award is made, and annually thereafter.
c. Reporting of total compensation of subrecipient executives.
1. Applicability and what to report. Unless the Recipient is exempt as provided in paragraph d. of this award term,
for each first-tier non-Federal entity subrecipient under this award, the Recipient shall report the names and total
compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's
preceding completed fiscal year, if:
i. In the subrecipient’s preceding fiscal year, the subrecipient received;
a) 80 percent or more of its annual gross revenues from Federal procurement contracts (and
subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR
170.320 (and subawards); and
b) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and
subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and
ii. The public does not have access to information about the compensation of the 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 section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to
the compensation information, see the U.S. Security and Exchange Commission total compensation
filings at https://www.sec.gov/answers/execomp.htm.)
2. Where and when to report. The Recipient must report subrecipient executive total compensation described in
paragraph c.1. of this award term:
i. To the recipient
ii. By the end of the month following the month during which the Recipient makes the subaward. For
example, if a subaward is obligated on any date during the month of October of a given year ( i.e.,
between October 1 and 31), the Recipient must report any required compensation information of the
subrecipient by November 30 of that year.
d. Exemptions
If, in the previous tax year, the Recipient had gross income, from all sources, under $300,000, it is exempt from the
requirements to report:
i. Subawards, and
ii. The total compensation of the five most highly compensated executives of any subrecipient.
e. Definitions. For purposes of this award term:
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
13
1. Federal Agency means a Federal agency as defined at 5 U.S.C. 551(1) and further clarified by 5 U.S.C. 552(f).
2. Non-Federal entity means all of the following, as defined in 2 CFR part 25:
i. A Governmental organization, which is a State, local government, or Indian tribe;
ii. A foreign public entity;
iii. A domestic or foreign nonprofit organization; and
iv. A domestic or foreign for-profit organization;
3. Executive means officers, managing partners, or any other employees in management positions.
4. Subaward:
i. This term means a legal instrument to provide support for the performance of any portion of the
substantive project or program for which the Recipient received this award and that the recipient awards
to an eligible subrecipient.
ii. The term does not include the Recipient’s procurement of property and services needed to carry out the
project or program (for further explanation, see 2 CFR 200.331).
iii. A subaward may be provided through any legal agreement, including an agreement that the Recipient or a
subrecipient considers a contract.
5. Subrecipient means a non-Federal entity or Federal agency that:
i. Receives a subaward from the Recipient under this award; and
ii. Is accountable to the Recipient for the use of the Federal funds provided by the subaward.
6. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or
subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)).
SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS
A. Requirement for System for Award Management (SAM) Unless exempted from this requirement under 2 CFR 25.110,
the prime recipient must remain registered and maintain current information in SAM for the entire period of performance
of the award. This includes providing information on the prime recipient’s immediate and highest-level owner and
subsidiaries, as well as on all of its predecessors that have been awarded a Federal contract or Federal financial assistance
agreements within the last three years, if applicable, until the prime recipient submits the final financial report required
under this award or receives the final payment, whichever is later. This requires the prime recipient to review its
information in SAM at least annually after the initial registration, and to update its information as soon as there are
changes. Reviews and updates may be required more frequently due to changes in recipient information or as required by
another award term.
B. Requirement for Unique Entity Identifier
If authorized to make subawards under this award, the prime recipient:
1. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a
subaward until the entity has provided its unique entity identifier to the prime recipient.
2. Must not make a subaward to an entity unless the entity has provided its unique entity identifier to the prime
recipient. Subrecipients are not required to obtain an active SAM registration but must o btain a unique entity identifier.
C. Definitions
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
14
For purposes of this term:
1. System for Award Management (SAM) means the Federal repository into which a recipient must provide
information required for the conduct of business as a recipient. Additional information about registration procedures may
be found at the SAM internet site (currently at https://www.sam.gov).
2. Unique Entity Identifier means the identifier assigned by SAM to uniquely identify business entities.
3. Entity includes non-Federal entities as defined at 2 CFR 200.1 and also includes all of the following for purposes of
this part:
a. A foreign organization;
b. A foreign public entity;
c. A domestic for-profit organization; and
d. A Federal agency.
4. Subaward has the meaning given in 2 CFR 200.1.
5. Subrecipient has the meaning given in 2 CFR 200.1.
FINAL INCURRED COST AUDIT (DECEMBER 2014)
In accordance with 2 CFR Part 200 as amended by 2 CFR Part 910, DOE reserves the right to initiate a final incurred cost
audit on this award. If the audit has not been performed or completed prior to the closeout of the award, DOE retains the
right to recover an appropriate amount after fully considering the recommendations on disallowed costs resulting from the
final audit.
INDEMNITY
The Recipient must include the following indemnity provision in any sub-awards to eligible entities performing the
resilience projects at any tier:
The Recipient shall indemnify the Government and its officers, agents, or employees for any and all liability, including
litigation expenses and attorneys' fees, arising from suits, actions, or claims of any character for death, bodily injury, or
loss of or damage to property or to the environment, resulting from the project, except to the extent that such liability
results from the direct fault or negligence of Government officers, agents or employees, or to the extent such liability may
be covered by applicable allowable costs provisions.
LOBBYING RESTRICTIONS (MARCH 2012)
By accepting funds under this award, you agree that none of the funds obligated on the award shall be expended, directly
or indirectly, to influence congressional action on any legislation or appropriation matters pending before Congress, ot her
than to communicate to Members of Congress as described in 18 U.S.C. 1913. This restriction is in addition to those
prescribed elsewhere in statute and regulation.
CORPORATE FELONY CONVICTION AND FEDERAL TAX LIABILITY ASSURANCES (MARCH 2014)
By entering into this agreement, the undersigned attests that Colorado Energy Office has not been convicted of a felony
criminal violation under Federal law in the 24 months preceding the date of signature.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
15
The undersigned further attests that Colorado Energy Office does not have any unpaid Federal tax liability that has been
assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid
in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.
For purposes of these assurances, the following definitions apply:
A Corporation includes any entity that has filed articles of incorporation in any of the 50 states, the District of Columbia,
or the various territories of the United States [but not foreign corporations]. It includes both for-profit and non-profit
organizations.
NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTS ASSURANCES (JUNE 2015)
(1) By entering into this agreement, the undersigned attests that Colorado Energy Office does not and will not require its
employees or contractors to sign internal nondisclosure or confidentiality agreements or statements prohibiting or
otherwise restricting its employees or contactors from lawfully reporting waste, fraud, or abuse to a designated
investigative or law enforcement representative of a Federal department or agency authorized to receive such information.
(2) The undersigned further attests that does not and will not use any Federal funds to implement or e nforce any
nondisclosure and/or confidentiality policy, form, or agreement it uses unless it contains the following provisions:
a.‘‘These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee
obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2)
communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or
mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or
safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and
liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are
controlling.’’
b. The limitation above shall not contravene requirements applicable to Standard Form 312, Form 4414, or any other
form issued by a Federal department or agency governing the nondisclosure of classified information.
c. Notwithstanding provision listed in paragraph (a), a nondisclosure or confidentiality policy form or agreement that is
to be executed by a person connected with the conduct of an intelligence or intelligence-related activity, other than an
employee or officer of the United States Government, may contain provisions appropriate to the particular activity for
which such document is to be used. Such form or agreement shall, at a minimum, require that the person will not disclose
any classified information received in the course of such activity unless specifically authorized to do so by the United
States Government. Such nondisclosure or confidentiality forms shall also make it clear that they do not bar disclosures to
Congress, or to an authorized official of an executive agency or the Department of Justice, that are essential to reporting a
substantial violation of law.
REPORTING OF MATTERS RELATED TO RECIPIENT INTEGRITY AND PERFORMANCE (DECEMBER
2015)
a. General Reporting Requirement
If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal
awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award,
then you as the recipient during that period of time must maintain the currency of information reported to the System for
Award Management (SAM) that is made available in the designated integrity and performance system (currently the
Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative
proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
16
of Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all
information posted in the designated integrity and performance system on or after April 15, 2011, except past performance
reviews required for Federal procurement contracts, will be publicly available.
b. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
1. Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the
Federal Government;
2. Reached its final disposition during the most recent five-year period; and
3. Is one of the following:
(A) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition;
(B) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty,
reimbursement, restitution, or damages of $5,000 or more;
(C) An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding
of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement,
restitution, or damages in excess of $100,000; or
(D) Any other criminal, civil, or administrative proceeding if:
(i) It could have led to an outcome described in paragraph 2.c.(1), (2), or (3) of this award term and condition;
(ii) It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part;
and
(iii) The requirement in this award term and condition to disclose information about the proceeding does not
conflict with applicable laws and regulations.
c. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in
paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance
awards that you received if you already provided the information through SAM because you were required to do so under
Federal procurement contracts that you were awarded.
d. Reporting Frequency
During any period of time when you are subject to the requirement in paragraph 1 of this award term and condition, you
must report proceedings information through SAM for the most recent five-year period, either to report new information
about any proceeding(s) that you have not reported previously or affirm that there is no new information to report.
Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than
$10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings.
e. Definitions
For purposes of this award term and condition:
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
17
1. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination
of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract
Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the
Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits,
site visits, corrective plans, or A. Reporting of Matters Related to Recipient Integrity and Performance.
2. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any
court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of
nolo contendere.
3. Total value of currently active grants, cooperative agreements, and procurement contracts includes —
(A) Only the Federal share of the funding under any Federal award with a recipient cost share or match; and
(B) The value of all expected funding increments under a Federal award and options, even if not yet
EXPORT CONTROL (JUNE 2024)
The United States government regulates the transfer of information, commodities, technology, and software considered to
be strategically important to the U.S. to protect national security, foreign policy, and economic interests without imposing
undue regulatory burdens on legitimate international trade. There is a network of Federal agencies and regulations that
govern exports that are collectively referred to as “Export Controls.” The Recipient is responsible for ensuring compliance
with all applicable United States Export Control laws and regulations relating to any work performed under the award.
The Recipient must immediately report to DOE any export control investigations, charges, convictions, and violations
upon occurrence, at the recipient or subrecipient level, and for convictions/violations, provide the corrective action(s) to
prevent future convictions/violations.
PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR
EQUIPMENT (APRIL 2024)
As set forth in 2 CFR 200.216, recipients and subrecipients are prohibited from obligating or expending project funds
(Federal and non-Federal funds) to:
(1) Procure or obtain;
(2) Extend or renew a contract to procure or obtain;
(3) Exercise an option to procure; or
(4) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses
covered telecommunications equipment or services as a substantial or essential component of any system, or as
critical technology as part of any system. As described in Public Law 115-232, section 889, covered
telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or
ZTE Corporation (or any subsidiary or affiliate of such entities).
(i) For the purpose of public safety, security of government facilities, physical security surveillance of critical
infrastructure, and other national security purposes, video surveillance and telecommunications equipment
produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary or affiliate of such entities).
(ii) Telecommunications or video surveillance services provided by such entities or using such equipment.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
18
(iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that
the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the
Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise
connected to, the government of a covered foreign country.
See Public Law 115-232, section 889 for additional information.
PROHIBITION RELATED TO FOREIGN GOVERNMENT-SPONSORED TALENT RECRUITMENT
PROGRAMS (MARCH 2023)
A. Prohibition
Persons participating in a Foreign Government-Sponsored Talent Recruitment Program of a Foreign Country of
Risk are prohibited from participating in this Award. The Recipient must exercise ongoing due diligence to
reasonably ensure that no individuals participating on the DOE-funded project are participating in a Foreign
Government-Sponsored Talent Recruitment Program of a Foreign Country of Risk. Consequences for violations
of this prohibition will be determined according to applicable law, regulations, and policy. Further, the Recipient
must notify DOE within five (5) business days upon learning that an owner of the Recipient or subrecipient or
individual on the project team is or is believed to be participating in a Foreign Government-Sponsored Talent
Recruitment Program of a Foreign Country of Risk. DOE may modify and add requirements related to this
prohibition to the extent required by law.
B. Definitions
1. Foreign Government-Sponsored Talent Recruitment Program. An effort directly or indirectly
organized, managed, or funded by a foreign government, or a foreign government instrumentality or
entity, to recruit science and technology professionals or students (regardless of citizenship or national
origin, or whether having a full-time or part-time position). Some foreign government-sponsored talent
recruitment programs operate with the intent to import or otherwise acquire from abroad, sometimes
through illicit means, proprietary technology or software, unpublished data and methods, and intellectual
property to further the military modernization goals and/or economic goals of a foreign government.
Many, but not all, programs aim to incentivize the targeted individual to relocate physically to the foreign
state for the above purpose. Some programs allow for or encourage continued employment at United
States research facilities or receipt of federal research funds while concurrently working at and/or
receiving compensation from a foreign institution, and some direct participants not to disclose their
participation to U.S. entities. Compensation could take many forms including cash, research funding,
complimentary foreign travel, honorific titles, career advancement opportunities, promised future
compensation, or other types of remuneration or consideration, including in-kind compensation.
2. Foreign Country of Risk. DOE has designated the following countries as foreign countries of risk: Iran,
North Korea, Russia, and China. This list is subject to change.
IMPLEMENTATION OF EXECUTIVE ORDER 13798, PROMOTING FREE SPEECH AND RELIGIOUS
LIBERTY (NOVEMBER 2020)
States, local governments, or other public entities may not condition sub-awards in a manner that would discriminate, or
disadvantage sub-recipients based on their religious character.
INTERIM CONFLICT OF INTEREST REQUIREMENTS FOR FINANCIAL ASSISTANCE (MARCH 2023)
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
19
The DOE interim Conflict of Interest Policy for Financial Assistance (COI Policy) can be found at
https://www.energy.gov/management/department-energy-interim-conflict-interest-policy-requirements-financial-
assistance. This policy is applicable to all non-Federal entities applying for, or that receive, DOE funding by means of a
financial assistance award (e.g., a grant, cooperative agreement, or technology investment agreement) and, through the
implementation of this policy by the entity, to each Investigator who is planning to participate in, or is participating in, the
project funded wholly or in part under this Award. The term “Investigator” means the PI and any other person, regardless
of title or position, who is responsible for the purpose, design, conduct, or reporting of a project funded by DOE or
proposed for funding by DOE. The Recipient must flow down the requirements of the interim COI Policy to any
subrecipient non-Federal entities, with the exception of DOE National Laboratories. Further, the Recipient must identify
all financial conflicts of interests (FCOI), i.e., managed and unmanaged/ unmanageable, in its initial and ongoing FCOI
reports.
Prior to award, the Recipient was required to: 1) ensure all Investigators on this Award completed their significant
financial disclosures; 2) review the disclosures; 3) determine whether a FCOI exists; 4) develop and implement a
management plan for FCOIs; and 5) provide DOE with an initial FCOI report that includes all FCOIs (i.e., managed and
unmanaged/unmanageable). Within 180 days of the date of the Award, the Recipient must be in full compliance with the
other requirements set forth in DOE’s interim COI Policy.
ORGANIZATIONAL CONFLICT OF INTEREST (APRIL 2024)
Organizational conflicts of interest are those where, because of relationships with a parent company, affiliate, or
subsidiary organization, the Recipient is unable or appears to be unable to be impartial in conducting procurement action
involving a related organization (2 CFR 200.318(c)(2)).
The Recipient must disclose in writing any potential or actual organizational conflict of interest to the DOE Contracting
Officer. The Recipient must provide the disclosure prior to engaging in a procurement or transaction using project funds
with a parent, affiliate, or subsidiary organization that is not a state, local government, or Indian Tribe. For a list of th e
information that must be included the disclosure, see Section VI. of the DOE interim Conflict of Interest Policy for
Financial Assistance at https://www.energy.gov/management/department-energy-interim-conflict-interest-policy-
requirements-financial-assistance.
If the effects of the potential or actual organizational conflict of interest cannot be avoided, neutralized, or mitigated, t he
Recipient must procure goods and services from other sources when using project fund s.
The Recipient must flow down the requirements of the interim COI Policy to any subrecipient non -Federal entities, with
the exception of DOE National Laboratories. The Recipient is responsible for ensuring subrecipient compliance with this
term.
If the Recipient has a parent, affiliate, or subsidiary organization that is not a state, local government, or Indian Tribe, the
Recipient must maintain written standards of conduct covering organizational conflicts of interest.
FRAUD, WASTE AND ABUSE (MARCH 2023)
The mission of the DOE Office of Inspector General (OIG) is to strengthen the integrity, economy and efficiency of
DOE’s programs and operations including deterring and detecting fraud, waste, abuse and mismanagement. The OIG
accomplishes this mission primarily through investigations, audits, and inspections of Department of Energy activities to
include grants, cooperative agreements, loans, and contracts. The OIG maintains a Hotline for reporting allegations of
fraud, waste, abuse, or mismanagement. To report such allegations, please visit https://www.energy.gov/ig/ig‐hotline.
Additionally, the Recipient must be cognizant of the requirements of 2 CFR § 200.113 Mandatory disclosures, which
states:
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
20
The non‐Federal entity or applicant for a Federal award must disclose, in a timely manner, in writing
to the Federal awarding agency or pass‐through entity all violations of Federal criminal law involving
fraud, bribery, or gratuity violations potentially affecting the Federal award. Non‐Federal entities that
have received a Federal award including the term and condition outlined in appendix XII of 2 CFR
Part 200 are required to report certain civil, criminal, or administrative proceedings to SAM (currently
FAPIIS). Failure to make required disclosures can result in any of the remedies described in §
200.339. (See also 2 CFR part 180, 31 U.S.C. 3321, and 41 U.S.C. 2313.)
TRANSPARENCY OF FOREIGN CONNECTIONS (APRIL 2024)
The Recipient must notify the DOE Contracting Officer within fifteen (15) business days of learning of the following
circumstances in relation to the Recipient and subrecipients:
1. Any current or pending subsidiary, foreign business entity, or offshore entity that is based in or funded by
any foreign country of risk or foreign entity based in a country of risk;
2. Any current or pending contractual or financial obligation or other agreement specific to a business
arrangement, or joint venture-like arrangement with an entity owned by a country of risk or foreign entity
based in a country of risk;
3. Any current or pending change in ownership structure of the Recipient or subrecipients that increases
foreign ownership related to a country of risk. Each notification shall be accompanied by a complete and
up-to-date capitalization table showing all equity interests held including limited liability company (LLC)
and partnership interests, as well as derivative securities. Include both the number of shares issued to
each equity holder, as well as the percentage of that series and of all equity on fully diluted basis. For
each equity holder, provide the place of incorporation and the principal place of business, as applicable.
If the equity holder is a natural person, identify the citizenship(s);
4. Any current or pending venture capital or institutional investment by an entity that has a general partner
or individual holding a leadership role in such entity who has a foreign affiliation with any foreign
country of risk;
5. Any current or pending technology licensing or intellectual property sales to a foreign country of risk; and
6. Any changes to the Recipient or the subrecipients’ board of directors, including additions to the number
of directors, the identity of new directors, as well as each new director’s citizenship, shareholder
affiliation (if applicable); each notification shall include a complete up-to-date list of all directors (and
board observers), including their full name, citizenship and shareholder affiliation, date of appointment,
duration of term, as well as a description of observer rights as applicable.
7. Any proposed changes to the equipment used on the project that would result in:
a. Equipment originally made or manufactured in a foreign country of risk (including relabeled or rebranded
equipment).
b. Coded equipment where the source code is written in a foreign country of risk.
c. Equipment from a foreign country of risk that will be connected to the internet or other remote
communication system.
d. Any companies from a foreign country of risk that will have physical or remote access to any part of the
equipment used on the project after delivery.
Should DOE determine the connection poses a risk to economic or national security, DOE will require measures to
mitigate or eliminate the risk.
DOE has designated the following countries as foreign countries of risk: Iran, North Korea, Russia, and China. This list is
subject to change.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
21
Recognizing the disclosures may contain business confidential information, subrecipients may submit their disclosures
directly to DOE.
FOREIGN COLLABORATION CONSIDERATIONS (MARCH 2023)
A. Consideration of new collaborations with foreign organizations and governments. The Recipient must provide
DOE with advanced written notification of any potential collaboration with foreign entities, organizations or
governments in connection with its DOE-funded award scope. The Recipient must await further guidance from
DOE prior to contacting the proposed foreign entity, organization or government regarding the potential
collaboration or negotiating the terms of any potential agreement.
B. Existing collaborations with foreign entities, organizations and governments. The Recipient must provide DOE
with a written list of all existing foreign collaborations in which has entered in connection with its DOE-funded
award scope.
C. Description of collaborations that should be reported: In general, a collaboration will involve some provision of a
thing of value to, or from, the Recipient. A thing of value includes but may not be limited to all resources made
available to, or from, the recipient in support of and/or related to the Award, regardless of whether or not they
have monetary value. Things of value also may include in-kind contributions (such as office/laboratory space,
data, equipment, supplies, employees, students). In-kind contributions not intended for direct use on the Award
but resulting in provision of a thing of value from or to the Award must also be reported. Collaborations do not
include routine workshops, conferences, use of the Recipient’s services and facilities by foreign investigators
resulting from its standard published process for evaluating requests for access, or the routine use of foreign
facilities by awardee staff in accordance with the Recipient’s standard policies and procedures.
BUY AMERICAN REQUIREMENT FOR INFRASTRUCTURE PROJECTS (MAY 2024)
A. Definitions
Components See 2 CFR 184.3 “Definitions.”
Construction Materials See 2 CFR 184.3 “Definitions.”
Buy America Preference, Buy America Requirement, or domestic content procurement preference”
means a requirement that no amount of funds made available through a program for federal financial assistance
may be obligated for an infrastructure project unless—
(A) all iron and steel used in the project are produced in the United States;
(B) the manufactured products used in the project are produced in the United States; or
(C) the construction materials used in the project are produced in the United States.
Infrastructure See 2 CFR 184.4 (c) and (d).
Manufactured Products See 2 CFR 184.3 “Definitions.”
Predominantly of iron or steel See 2 CFR 184.3 “Definitions."
Infrastructure Project- See 2 CFR 184.3 “Definitions."
Public- The Buy America Requirement does not apply to non-public infrastructure. For purposes of this
guidance, infrastructure should be considered “public” if it is: (1) publicly owned or (2) privately owned but
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
22
utilized primarily for a public purpose. Infrastructure should be considered to be “utilized primarily for a public
purpose” if it is privately operated on behalf of the public or is a place of public accommodation.
B. Buy America Requirement for Infrastructure Projects (Buy America Requirement)
None of the funds provided under this award (federal share or recipient cost-share) may be used for a project for
infrastructure unless:
1. All iron and steel used in the project is produced in the United States—this means all
manufacturing processes, from the initial melting stage through the application of coatings,
occurred in the United States;
2. All manufactured products used in the project are produced in the United States—this means the
manufactured product was manufactured in the United States; and the cost of the components of
the manufactured product that are mined, produced, or manufactured in the United States is
greater than 55 percent of the total cost of all components of the manufactured product, unless
another standard for determining the minimum amount of domestic content of the manufactured
product has been established under applicable law or regulation. See 2 CFR 184.5 for
determining the cost of components for manufactured products; and
3. All construction materials are manufactured in the United States—this means that all
manufacturing processes for the construction material occurred in the United States. See 2 CFR
184.6 for construction material standards.
The Buy America Requirement only applies to those articles, materials, and supplies that are consumed in,
incorporated into, or permanently affixed to the infrastructure in the project. As such, it does not apply to tools,
equipment, and supplies, such as temporary scaffolding, brought into the construction site and removed at or
before the completion of the infrastructure project. Nor does a Buy America Requirement apply to equipment
and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the
finished infrastructure project but are not an integral part of the structure or permanently affixed to the
infrastructure project.
The Buy America Requirement only applies to an article, material, or supply classified into one of the following
categories* based on its status at the time it is brought to the work site for incorporation into an infrastructure
project:
(i) Iron or steel products;
(ii) Manufactured products; or
(iii) Construction materials;
The Buy America Requirement only applies to the iron or steel products, manufactured products, and
construction materials used for the construction, alteration, maintenance, or repair of public infrastructure in the
United States when those items are consumed in, incorporated into, or permanently affixed to the infrastructure.
An article, material, or supply incorporated into an infrastructure project should not be considered to fall into
multiple categories, but rather must meet the Buy America Preference Requirement for only the single category
in which it is classified.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
23
All iron and steel, manufactured products, and construction materials used in the infrastructure project must be
produced in the United States.
* Section 70917(c) of the BABA states that “construction materials” do not include cement and cementitious
materials; aggregates such as stone, sand, or gravel; or aggregate binding agents or additives. Section 70917(c)
materials are excluded from Construction materials. Asphalt concrete pavement mixes are typically composed
of asphalt cement (a binding agent) and aggregates such as stone, sand, and gravel. Accordingly, asphalt is also
excluded from the definition of Construction materials.
Section 70917(c) materials, on their own, are not manufactured products. Further, Section 70917(c) materials
should not be considered manufactured products when they are used at or combined proximate to the work
site—such as is the case with wet concrete or hot mix asphalt brought to the work site for incorporation.
However, when certain Section 70917(c) materials (such as stone, sand, and gravel) are used to produce a
manufactured product, such as is precast concrete processed into a specific shape or form, and is in such state
when brought to the work site, then that product is subject to the BABA requirements.
Further clarification is provided in 2 CFR 184 on the circumstances under which a determination is made that
Section 70917(c) materials should be treated as components of a manufactured product. That determination is
based on consideration of: (i) the revised definition of the “manufactured products” at 2 CFR 184.3; (ii) a new
definition of “section 70917(c) materials” at 2 CFR 184.3; (iii) new instructions at 2 CFR 184.4(e) on how and
when to categorize articles, materials, and supplies; and (iv) new instructions at 2 CFR 184.4(f) on how to apply
the Buy America preference by category.
Recipients are responsible for administering their award in accordance with the terms and conditions, including
the Buy America Requirement. The recipient must ensure that the Buy America Requirement flows down to all
subawards and that the subawardees and subrecipients comply with the Buy America Requirement. The Buy
America Requirement term and condition must be included all sub-awards, contracts, subcontracts, and
purchase orders for work performed under the infrastructure project.
C. Certification of Compliance
Recipients must certify or provide equivalent documentation for proof of compliance that a good faith effort
was made to solicit bids for domestic products used in the infrastructure project under this award.
Recipients must also maintain certifications or equivalent documentation for proof of compliance that those
articles, materials, and supplies that are consumed in, incorporated into, affixed to, or otherwise used in the
infrastructure project, not covered by a waiver or exemption provided in 2 CFR 184.8, are produced in the
United States. The certification or proof of compliance must be provided by the suppliers or manufacturers of
the iron, steel, manufactured products and construction materials and flow up from all subawardees, contractors
and vendors to the recipient. Recipients must keep these certifications with the award/project files and be able to
produce them upon request from DOE, auditors or Office of Inspector General.
D. Waivers
When necessary, recipients may apply for, and DOE may grant, a waiver from the Buy America Requirement.
Waiver requests are subject to review by DOE and the Office of Management and Budget, as well as a public
comment period of no less than 15 calendar days.
1. Waivers must be based on one of the following justifications:
a) Public Interest- Applying the Buy America Requirement would be inconsistent with the public
interest;
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
24
b) Non-Availability- The types of iron, steel, manufactured products, or construction materials are not
produced in the United States in sufficient and reasonably available quantities or of a satisfactory
quality; or
c) Unreasonable Cost- The inclusion of iron, steel, manufactured products, or construction materials
produced in the United States will increase the cost of the overall project by more than 25 percent.
2. Requests to waive the Buy America Requirement must include the following:
● Waiver type (Public Interest, Non-Availability, or Unreasonable Cost);
● Recipient name and Unique Entity Identifier (UEI);
● Award information (Federal Award Identification Number, Assistance Listing number);
● A brief description of the project, its location, and the specific infrastructure involved;
● Total estimated project cost, with estimated federal share and recipient cost share breakdowns;
● Total estimated infrastructure costs, with estimated federal share and recipient cost share
breakdowns;
● List and description of iron or steel item(s), manufactured goods, and/or construction material(s) the
recipient seeks to waive from the Buy America Preference, including name, cost, quantity(ies),
country(ies) of origin, and relevant Product Service Codes (PSC) and North American Industry
Classification System (NAICS) codes for each;
● A detailed justification as to how the non-domestic item(s) is/are essential the project;
● A certification that the recipient made a good faith effort to solicit bids for domestic products
supported by terms included in requests for proposals, contracts, and non-proprietary
communications with potential suppliers;
● A justification statement—based on one of the applicable justifications outlined above—as to why
the listed items cannot be procured domestically, including the due diligence performed (e.g., market
research, industry outreach, cost analysis, cost-benefit analysis) by the recipient to attempt to avoid
the need for a waiver. This justification may cite, if applicable, the absence of any Buy America-
compliant bids received for domestic products in response to a solicitation;
● A description of the market research conducted that includes who conducted the market research,
when it was conducted, sources that were used, and the methods used to conduct the research; and
● Anticipated impact to the project if no waiver is issued.
3. How to submit a waiver
Requests to waive the application of the Buy America Requirement must be submitted in writing to your
cognizant Contracting Officer or Grants Officer.
DOE may request, and the recipient must provide, additional information for consideration of this wavier. DOE
may reject or grant waivers in whole or in part depending on its review, analysis, and/or feedback from OMB or
the public. DOEs final determination regarding approval or rejection of the waiver request may not be appealed.
Waiver requests may take up to 90 calendar days to process.
REPORTING, TRACKING AND SEGREGATION OF INCURRED COSTS (MARCH 2023)
BIL funds can be used in conjunction with other funding, as necessary to complete projects, but tracking and reporting
must be separate to meet the reporting requirements of the BIL and related Office of Management and Budget (OMB)
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
25
Guidance. The Recipient must keep separate records for BIL funds and must ensure those records comply with the
requirements of the BIL. Funding provided through the BIL that is supplemental to an existing grant or cooperative
agreement is one-time funding.
DAVIS-BACON REQUIREMENTS (NETL – JUNE 2024)
This Award is funded under Division D of the Bipartisan Infrastructure Law (BIL). All laborers and mechanics
employed by the recipient, subrecipients, contractors or subcontractors in the performance of construction,
alteration, or repair work in excess of $2,000 on a project assisted in whole or in part by funds made available
under this Award shall be paid wages at rates not less than those prevailing on similar projects in the locality, as
determined by the Secretary of Labor in accordance with Subchapter IV of Chapter 31 of Title 40, United States
Code commonly referred to as the “Davis-Bacon Act” (DBA) and its implementing regulations in 29 CFR parts
1, 3, and 5 (collectively the “Davis-Bacon Act Requirements”).
Award recipients shall provide written acknowledgement and confirmation of compliance with the Davis-Bacon
Act Requirements which include but are not limited to:
1. Ensuring that laborers and mechanics on BIL funded/assisted projects are paid at least the prevailing
wage for their work classification on applicable projects.
2. Ensuring that laborers and mechanics on BIL funded/assisted projects are paid on a weekly basis.
3. Ensuring that the applicable wage determination(s) for construction work performed by laborers and
mechanics employed by the recipient, subrecipients, contractors, or subcontractors are identified and
obtained from the database at www.sam.gov, by 1) selecting “Wage Determinations,” then, 2) selecting
“Public Buildings and Public Works,” then, 3) filtering search results by State (selecting the appropriate
state from the drop-down menus), and by County or Independent City (selecting the appropriate
County/Independent City from the drop-down menu) in which the work will take place, then, 4)
selecting the appropriate construction type (e.g., Building, Residential, Heavy, or Highway). The
appropriate wage determination number hyperlink should be selected from the result. If the wage
determination which opens lists a “Last Revised Date” after the date of the contract award/start of
construction, then scroll to the bottom of the document, and under History, click on the wage
determination with the date closest to, but still before the date of contract award/start of construction.
4. Ensuring that applicable wage determination(s) are uploaded to LCPtracker (see below section on
LCPtracker).
5. Ensuring that the applicable wage determination(s) and the required contract provisions per 29 CFR 5.5
are flowed down to and incorporated into any applicable contracts/subcontracts or subrecipient awards.
6. Preserving a copy of the applicable wage determination(s) identified and obtained from www.sam.gov,
for a period of 3 years after the construction, alteration or repair work herein is completed.
7. Maintaining responsibility for compliance by any lower-tier subcontractors or subrecipients subject to
the Davis-Bacon Act Requirements.
8. Receiving and reviewing certified weekly payrolls submitted by all subcontractors and subrecipients for
accuracy as needed and identifying potential compliance issues.
9. Maintaining original certified weekly payrolls for 3 years after the completion of the project and making
those payrolls available to the Department of Energy or the Department of Labor upon request.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
26
10. Conducting site-visit interviews with employees as needed to provide reasonable assurance of
compliance with subcontractors and subrecipients.
11. Cooperating with authorized representatives of the Department of Energy or Department of Labor in the
inspection of DBA-related records, on-site interviews of laborers and mechanics, and other reasonable
requests related to a DBA investigation.
12. Posting in a prominent and accessible place the applicable wage determination(s) and Department of
Labor Publication: WH-1321, Notice to Employees Working on Federal or Federally Assisted
Construction Projects.
13. Notifying the Contracting Officer of Davis-Bacon Act Requirement issues, including complaints,
violations (as defined in 29 CFR 5.7), disputes (pursuant to 29 CFR parts 4, 6, and 8 and as defined in
FAR 52.222-14), disputed DBA-related determinations, Department of Labor investigations, or
legal/judicial proceedings related to the Davis-Bacon Act Requirements under this contract, subcontract,
or subrecipient award.
14. Preparing and submitting the Semi-Annual Labor Enforcement Report, by April 21 and October 21 of
each year, in accordance with the reporting instructions in Attachment 2, Federal Assistance Reporting
Checklist.
15. Maintain competency in complying with Davis-Bacon Act Requirements. The Contracting Officer will
notify the recipient of any DOE-sponsored Davis-Bacon Act compliance trainings. The Department of
Labor offers free Prevailing Wage Seminars several times a year that meet this requirement, at
https://www.dol.gov/agencies/whd/government-contracts/construction/seminars/events.
To avoid voluminous attachments under this award, all applicable wage determination(s) included in the
www.sam.gov database and uploaded to LCPtracker are incorporated by reference herein as if set forth and
attached in full. The applicable wage determination(s) are effective herein even if they have not been attached
to the contract/subcontract(s) or subrecipient awards thereunder or have not been correctly identified and
obtained from www.sam.gov and/or uploaded to LCPtracker.
The Department of Energy has contracted with LCPtracker, a third-party DBA electronic payroll compliance
software application. A waiver for the use of LCPtracker may be granted to a particular contractor or
subcontractor if they are unable or limited in their ability to use or access the software.
Davis-Bacon Act Electronic Certified Payroll Submission Waiver
A waiver must be granted before the start of work subject to Davis-Bacon Act requirements (e.g., construction,
alteration, or repair work). The recipient does not have the right to appeal DOE’s decision concerning a waiver
request.
For additional guidance on how to comply with the Davis-Bacon provisions and clauses, see
https://www.dol.gov/agencies/whd/government-contracts/construction and
https://www.dol.gov/agencies/whd/government-contracts/protections-for-workers-in-construction.
AFFIRMATIVE ACTION AND PAY TRANSPARENCY REQUIREMENTS (SEPTEMBER 2023)
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
27
All federally assisted construction contracts exceeding $10,000 annually will be subject to the requirements of
Executive Order 11246:
(1) Recipients, subrecipients, and contractors are prohibited from discriminating in employment
decisions on the basis of race, color, religion, sex, sexual orientation, gender identity or national origin.
(2) Recipients and Contractors are required to take affirmative action to ensure that equal opportunity is
provided in all aspects of their employment. This includes flowing down the appropriate language to all
subrecipients, contractors and subcontractors.
(3) Recipients, subrecipients, contractors and subcontractors are prohibited from taking adverse
employment actions against applicants and employees for asking about, discussing, or sharing
information about their pay or, under certain circumstances, the pay of their co‐workers.
The Department of Labor’s (DOL) Office of Federal Contractor Compliance Programs (OFCCP) uses a neutral
process to schedule contractors for compliance evaluations. OFCCP’s Technical Assistance Guide should be
consulted to gain an understanding of the requirements and possible actions the recipients, subrecipients,
contractors and subcontractors must take. See OFCCP’s Technical Assistance Guide at:
https://www.dol.gov/sites/dolgov/files/ofccp/Construction/files/ConstructionTAG.pdf?msclkid=9e397d68c4b11
1ec9d8e6fecb6c710ec.
Additionally, for construction projects valued at $35 million or more and lasting more than one year,
Recipients, subrecipients, contractors, or subcontractors may be selected by OFCCP to participate in the Mega
Construction Project Program. DOE, under relevant legal authorities including Sections 205 and 303(a) of
Executive Order 11246, will require participation as a condition of the award. This program offers extensive
compliance assistance with EO 11246. For more information regarding this program, see
https://www.dol.gov/agencies/ofccp/construction/mega-program.
POTENTIALLY DUPLICATIVE FUNDING NOTICE (MARCH 2023)
If the Recipient or subrecipients have or receive any other award of federal funds for activities that potentially overlap
with the activities funded under this Award, the Recipient must promptly notify DOE in writing of the potential overlap
and state whether project funds (i.e., recipient cost share and federal funds) from any of those other federal awards have
been, are being, or are to be used (in whole or in part) for one or more of the identical cost items under this Award. If
there are identical cost items, the Recipient must promptly notify the DOE Contracting Officer in writing of the potential
duplication and eliminate any inappropriate duplication of funding.
CONSTRUCTION SIGNAGE (MAY 2024)
The Recipient is encouraged to display DOE Investing in America signage during and after construction. Guidance can be
found at: (https://www.energy.gov/design). Proposed signage costs that meet these specifications are an allowable cost
and may be included in the proposed project budget.
POST AWARD DUE DILIGENCE REVIEWS (APRIL 2024)
During the period of performance of the Award, DOE may conduct ongoing due diligence reviews, through Government
resources, to identify potential risks of undue foreign influence. In the event a risk is identified, DOE may require risk
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
DE-GD0000006 / 0001
28
mitigation measures, including but not limited to, requiring an individual or entity not participate in the Award. As part of
the research, technology, and economic security risk review, DOE may contact the Recipient project team members for
additional information to inform the review.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID # 0006-007
Exhibit C, Grant Federal Provisions Page 1 of 7 Version 12.2023
EXHIBIT C, GRANT FEDERAL PROVISIONS
1. APPLICABILITY OF PROVISIONS.
1.1. The Grant to which these Federal Provisions are attached has been funded, in whole or in
part, with an Award of Federal funds. In the event of a conflict between the provisions of
these Federal Provisions, the Special Provisions, the body of the Grant, or any attachments
or exhibits incorporated into and made a part of the Grant, the provisions of these Federal
Provisions shall control.
1.2 These Federal Provisions are subject to the Award as defined in §2 of these Federal
Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State
of Colorado agency or institutions of higher education.
2. DEFINITIONS.
2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings
ascribed to them below.
2.1.1. “Award” means an award of Federal financial assistance, and the Grant setting forth the
terms and conditions of that financial assistance, that a non-Federal Entity receives or
administers.
2.1.2. “Entity” means:
2.1.2.1. a Non-Federal Entity;
2.1.2.2. a foreign public entity;
2.1.2.3. a foreign organization;
2.1.2.4. a non-profit organization;
2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only);
2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only);
2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to
a non-Federal entity (or 2 CFR 200.1); or
2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only).
2.1.3. “Executive” means an officer, managing partner or any other employee in a management
position.
2.1.4. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a
Recipient as described in 2 CFR 200.1
2.1.5. “Grant” means the Grant to which these Federal Provisions are attached.
2.1.6. “Grantee” means the party or parties identified as such in the Grant to which these Federal
Provisions are attached. Grantee also means Subrecipient.
2.1.7. “Non-Federal Entity” means a State, local government, Indian tribe, institution of higher
education, or nonprofit organization that carries out a Federal Award as a Recipient or a
Subrecipient.
2.1.8. “Nonprofit Organization” means any corporation, trust, association, cooperative, or other
organization, not including IHEs, that:
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID # 0006-007
Exhibit C, Grant Federal Provisions Page 2 of 7 Version 12.2023
2.1.8.1. Is operated primarily for scientific, educational, service, charitable, or similar
purposes in the public interest;
2.1.8.2. Is not organized primarily for profit; and
2.1.8.3. Uses net proceeds to maintain, improve, or expand the operations of the
organization.
2.1.9. “OMB” means the Executive Office of the President, Office of Management and Budget.
2.1.10. “Pass-through Entity” means a non-Federal Entity that provides a Subaward to a
Subrecipient to carry out part of a Federal program.
2.1.11. “Recipient” means the Colorado State agency or institution of higher education identified
as the Grantor in the Grant to which these Federal Provisions are attached.
2.1.12. “Subaward” means an award by a Recipient to a Subrecipient or a Grantee funded in
whole or in part by a Federal Award. The terms and conditions of the Federal Award
flow down to the Subaward unless the terms and conditions of the Federal Award
specifically indicate otherwise in accordance with 2 CFR 200.101. The term does not
include payments to a contractor or payments to an individual that is a beneficiary of a
Federal program.
2.1.13. “Subrecipient” or “Subgrantee” means a non-Federal Entity (or a Federal agency under
an Award or Subaward to a non-Federal Entity) receiving Federal funds through a
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 Recipient, including program compliance requirements. The term
does not include an individual who is a beneficiary of a federal program. Subrecipient
also means Grantee.
2.1.14. “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.
2.1.15. “Total Compensation” means the cash and noncash dollar value earned by an Executive
during the Subrecipient’s preceding fiscal year (see 48 CFR 52.204-10, as prescribed in
48 CFR 4.1403(a)) and includes the following:
2.1.15.1. Salary and bonus;
2.1.15.2. 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;
2.1.15.3. 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;
2.1.15.4. Change in present value of defined benefit and actuarial pension plans;
2.1.15.5. Above-market earnings on deferred compensation which is not tax-qualified;
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID # 0006-007
Exhibit C, Grant Federal Provisions Page 3 of 7 Version 12.2023
2.1.15.6. 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.
2.1.16. “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.
2.1.17. “Unique Entity ID” means the Unique Entity ID established by the federal government
for a Grantee or Subrecipient at https://sam.gov/content/home.
2.1.18. “Uniform Guidance” means the Office of Management and Budget Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards. The terms and conditions of the Uniform Guidance flow down to Awards to
Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal
Award specifically indicate otherwise.
3. COMPLIANCE.
3.1. Subrecipient shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, and
all applicable Federal Laws and regulations required by this Federal Award. Any revisions
to such provisions or regulations shall automatically become a part of these Federal
Provisions, without the necessity of either party executing any further instrument. The State
of Colorado, at its discretion, may provide written notification to Subrecipient of such
revisions, but such notice shall not be a condition precedent to the effectiveness of such
revisions.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID
REQUIREMENTS.
4.1. SAM. Subrecipient shall maintain the currency of its information in SAM until the
Subrecipient submits the final financial report required under the Award or receives final
payment, whichever is later. Subrecipient shall review and update SAM information at least
annually after the initial registration, and more frequently if required by changes in its
information.
4.2. Unique Entity ID. Subrecipient shall provide its Unique Entity ID to its Recipient, and shall
update Subrecipient’s information at http://www.sam.gov at least annually after the initial
registration, and more frequently if required by changes in Subrecipient’s information.
5. TOTAL COMPENSATION.
5.1. Subrecipient shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more; and
5.1.2. In the preceding fiscal year, Subrecipient received:
5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to
the Transparency Act; and
5.1.2.2. $30,000,000 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
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID # 0006-007
Exhibit C, Grant Federal Provisions Page 4 of 7 Version 12.2023
5.1.2.3. The public does not have access to information about the compensation of such
Executives through periodic reports filed under section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the
Internal Revenue Code of 1986.
6. REPORTING.
6.1. Pursuant to the Transparency Act, Subrecipient shall report data elements to SAM and to the
Recipient as required in this Exhibit. No direct payment shall be made to Subrecipient for
providing any reports required under these Federal Provisions and the cost of producing such
reports shall be included in the Grant price. The reporting requirements in this Exhibit are
based on guidance from the OMB, and as such are subject to change at any time by OMB.
Any such changes shall be automatically incorporated into this Grant and shall become part
of Subrecipient’s obligations under this Grant.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING.
7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial
award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award
modifications result in a total Award of $30,000 or more, the Award is subject to the reporting
requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or
more, but funding is subsequently de-obligated such that the total award amount falls below
$30,000, the Award shall continue to be subject to the reporting requirements.
7.2. The procurement standards in §9 below are applicable to new Awards made by Recipient as
of December 26, 2015. The standards set forth in §0 below are applicable to audits of fiscal
years beginning on or after December 26, 2014.
8. SUBRECIPIENT REPORTING REQUIREMENTS.
8.1. Subrecipient shall report as set forth below.
8.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements
in SAM for each Federal Award Identification Number (FAIN) assigned by a Federal
agency to a Recipient no later than the end of the month following the month in which
the Subaward was made:
8.1.1.1. Subrecipient Unique Entity ID;
8.1.1.2. Subrecipient Unique Entity ID if more than one electronic funds transfer
(EFT) account;
8.1.1.3. Subrecipient parent’s organization Unique Entity ID;
8.1.1.4. Subrecipient’s address, including: Street Address, City, State, Country, Zip +
4, and Congressional District;
8.1.1.5. Subrecipient’s top 5 most highly compensated Executives if the criteria in §4
above are met; and
8.1.1.6. Subrecipient’s Total Compensation of top 5 most highly compensated
Executives if the criteria in §4 above met.
8.1.2. To Recipient. A Subrecipient shall report to its Recipient, upon the effective date of the
Grant, the following data elements:
8.1.2.1. Subrecipient’s Unique Entity ID as registered in SAM.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID # 0006-007
Exhibit C, Grant Federal Provisions Page 5 of 7 Version 12.2023
8.1.2.2. Primary Place of Performance Information, including: Street Address, City,
State, Country, Zip code + 4, and Congressional District.
9. PROCUREMENT STANDARDS.
9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement
procedures which reflect applicable State, local, and Tribal laws and applicable regulations,
provided that the procurements conform to applicable Federal law and the standards
identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through
200.327 thereof.
9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the extent
consistent with law, the non-Federal entity should, to the greatest extent practicable under a
Federal award, provide a preference for the purchase, acquisition, or use of goods, products,
or materials produced in the United States (including but not limited to iron, aluminum, steel,
cement, and other manufactured products). The requirements of this section must be included
in all subawards including all contracts and purchase orders for work or products under this
award.
9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a
political subdivision of the State, its contractors must comply with section 6002 of the Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The
requirements of Section 6002 include procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR part 247, that contain the highest
percentage of recovered materials practicable, consistent with maintaining a satisfactory level
of competition, where the purchase price of the item exceeds $10,000 or the value of the
quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste
management services in a manner that maximizes energy and resource recovery; and
establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
9.4. Never contract with the enemy (2 CFR 200.215). Federal awarding agencies and recipients
are subject to the regulations implementing “Never contract with the enemy” in 2 CFR part
183. The regulations in 2 CFR part 183 affect covered contracts, grants and cooperative
agreements that are expected to exceed $50,000 within the period of performance, are
performed outside the United States and its territories, and are in support of a contingency
operation in which members of the Armed Forces are actively engaged in hostilities.
9.5. Prohibition on certain telecommunications and video surveillance services or equipment (2
CFR 200.216). Subrecipient is prohibited from obligating or expending loan or grant funds
on certain telecommunications and video surveillance services or equipment pursuant to 2
CFR 200.216.
10. ACCESS TO RECORDS.
10.1. A Subrecipient shall permit Recipient and its auditors to have access to Subrecipient’s records
and financial statements as necessary for Recipient to meet the requirements of 2 CFR
200.332 (Requirements for pass-through entities), 2 CFR 200.300 (Statutory and national
policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F-Audit
Requirements of the Uniform Guidance.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID # 0006-007
Exhibit C, Grant Federal Provisions Page 6 of 7 Version 12.2023
11. SINGLE AUDIT REQUIREMENTS.
11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient’s
fiscal year, the Subrecipient shall procure or arrange for a single or program-specific audit
conducted for that year in accordance with the provisions of Subpart F-Audit Requirements
of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31
U.S.C. 7501-7507), 2 CFR 200.501.
11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform
Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program-
specific audit conducted in accordance with 2 CFR 200.507 (Program-specific audits).
The Subrecipient may elect to have a program-specific audit if Subrecipient expends
Federal Awards under only one Federal program (excluding research and development)
and the Federal program’s statutes, regulations, or the terms and conditions of the Federal
award do not require a financial statement audit of Recipient. A program-specific audit
may not be elected for research and development unless all of the Federal Awards
expended were received from Recipient and Recipient approves in advance a program-
specific audit.
11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its
fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that
year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records
shall be available for review or audit by appropriate officials of the Federal agency, the
State, and the Government Accountability Office.
11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise
arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is
properly performed and submitted when due in accordance with the Uniform Guidance.
Subrecipient shall prepare appropriate financial statements, including the schedule of
expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements)
and provide the auditor with access to personnel, accounts, books, records, supporting
documentation, and other information as needed for the auditor to perform the audit
required by Uniform Guidance Subpart F-Audit Requirements.
12. REQUIRED PROVISIONS FOR SUBRECEPIENT WITH SUBCONTRACTORS.
12.1. In addition to other provisions required by the Federal Awarding Agency or the Recipient,
Subrecipients shall include all of the following applicable provisions;
12.1.1. For agreements with Subrecipients – Include the terms in the Grant Federal
Provisions Exhibit (this exhibit)
12.1.2. For contracts with Subcontractors – Include the terms in the State of Colorado’s
Contract Federal Provisions Exhibit.
13. CERTIFICATIONS.
13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to
submit certifications and representations required by Federal statutes or regulations on an
annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient
fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the
State at the end of the Award that the project or activity was completed or the level of effort
was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried
out, the amount of the Award must be adjusted.
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
GRID # 0006-007
Exhibit C, Grant Federal Provisions Page 7 of 7 Version 12.2023
14. EXEMPTIONS.
14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural
person, unrelated to any business or non-profit organization he or she may own or operate in
his or her name.
14.2. A Subrecipient 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.
15. EVENT OF DEFAULT AND TERMINATION.
15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the
Grant and the State of Colorado may terminate the Grant 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 Grant, at law or in equity.
15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part
as follows:
15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-Federal Entity fails to
comply with the terms and conditions of a Federal Award;
15.2.2. By the Federal awarding agency or Pass-through Entity, to the greatest extent authorized
by law, if an award no longer effectuates the program goals or agency priorities;
15.2.3. By the Federal awarding agency or Pass-through Entity with the consent of the Non-
Federal Entity, in which case the two parties must agree upon the termination conditions,
including the effective date and, in the case of partial termination, the portion to be
terminated;
15.2.4. By the Non-Federal Entity upon sending to the Federal Awarding Agency or Pass-
through Entity written notification setting forth the reasons for such termination, the
effective date, and, in the case of partial termination, the portion to be terminated.
However, if the Federal Awarding Agency or Pass-through Entity determines in the case
of partial termination that the reduced or modified portion of the Federal Award or
Subaward will not accomplish the purposes for which the Federal Award was made, the
Federal Awarding Agency or Pass-through Entity may terminate the Federal Award in its
entirety; or
15.2.5. By the Federal Awarding Agency or Pass-through Entity pursuant to termination
provisions included in the Federal Award.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
EXHIBIT D
Page 1 of 3
OPTION LETTER #Insert # Here
SIGNATURE AND COVER PAGE
State Agency
Colorado Energy Office
Previous Agreement #(s)
Insert CTGG1 number for
orig Agreement, and any
prior chg docs
Option Letter Number
Insert Option Ltr number for
this Amendment
Grantee
Insert Grantee's Full Legal Name
Agreement Performance Beginning Date
Project Description
Insert CEO's project number and name
Grant Award Amount
Initial Award: $Insert orig award amt
Option Letter ## and date effective/spendable: $0.00
Option Letter ## and date effective/spendable: $0.00
Total Grant Amount: $Insert total award to date
Program Name
Grid Hardening for Small and Rural Communities and
Advanced Grid Monitoring Programs
Prior Grant Agreement
Expiration Date
Month Day, Year
Current Grant Agreement
Expiration Date
Month Day, Year
THE PARTIES HERETO HAVE EXECUTED THIS OPTION LETTER
Each person signing this Option Letter represents and warrants that he or she is duly authorized to execute this
Option Letter and to bind the Party authorizing his or her signature.
STATE OF COLORADO
Jared S. Polis GOVERNOR
Colorado Energy Office
By: ____________________________________
Date: ___________________
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter is not valid until signed and
dated below by the State Controller or delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: ____________________________________
Jonathon Bray, Office of the Governor, Controller
Effective Date: ___________________
1) OPTIONS: Choose all applicable options listed in §1 and in §2
a. Option to extend (use this option for Extension of Time)
b. Change in the Grant Award Amount within the current term (use this option for an Increase or
Decrease in Grant Funds, including Supplemental funding awards)
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
EXHIBIT D
Page 2 of 3
c. Budget Line Adjustment(s) – reallocation of awarded Grant Funds to Budget Line(s) (use this
Option to redistribute existing Grant Funds between budget lines)
2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below:
a. For use with Option 1(a): In accordance with Section 2(C) of the original Grant Agreement between the State
of Colorado, acting by and through the Colorado Energy Office, and Grantee's Name, the State hereby exercises
its option for an additional term beginning Insert start date and ending on Insert ending date. Tables in
Sections 4.3 and 4.6.1 of Exhibit A are deleted and replaced with the following:
Milestone/Performance Measure Complete By:
Put Project out to bid. Within __ days of the Effective Date of this Intergovernmental
Grant Agreement.
Award and finalize subcontract(s) and/or sub-
grant(s).
[give target date]
Provide CEO with Project Timeline Within __ days of the Effective Date of the subcontract(s).
Contractor mobilization/begin Work. Within __ days of the Effective Date of the subcontract(s).
Submit Monthly Reimbursement Requests Monthly, by the 15th of the following month.
Submit Quarterly Status Reports Monthly, by the 15th of the following month.
Submit Quarterly Progress Reports (QPR) See §4.5.2 below
Submit Project Final Report [give date certain]
Quarter Year Due Date Quarterly
Progress Report
1st (Jan-Mar) 2024 April 15, 2024 Yes
2nd (Apr-Jun) 2024 JULY 15, 2024* Yes
3rd (Jul-Sep) 2024 October 15, 2024 Yes
4th (Oct-Dec) 2024 January 15, 2025 Yes
1st (Jan-Mar) 2025 April 15, 2025 Yes
2nd (Apr-Jun) 2025 JULY 15, 2025* Yes
3rd (Jul-Sep) 2025 October 15, 2025 Yes
4th (Oct-Dec) 2025 January 15, 2026 Yes
1st (Jan-Mar) 2026 April 15, 2026 Yes
2nd (Apr-Jun) 2026 JULY 15, 2026* Yes
3rd (Jul-Sep) 2026 October 15, 2026 Yes
4th (Oct-Dec) 2026** January 15, 2027 Yes
*State fiscal year runs July 1 – June 30 annually. Grantee must request reimbursement for all eligible
costs incurred during a State fiscal year by July 15 annually.
**This schedule will continue on the same quarterly basis through the end of the grant implementation
and including the quarter following the end of the grant implementation.
b. For use with Option 1(b): In accordance with Section 5(A) of the original Grant Agreement between the State
of Colorado, acting by and through the Colorado Energy Office, and Grantee's Name, the State hereby exercises
its option to increase/decrease Grant Funds awarded for this Project in an amount equal to amt of increase or
(decrease), from beginning dollar amt to ending dollar amt. The Grant Award Amount shown on the Summary
of Terms and Conditions page of this Grant Agreement is hereby changed to ending dollar amt. The Budget table
in Section 6.2 and the Payment Schedule in Section 7.1, both of Exhibit A, are deleted and replaced with the
following:
Line
#
Cost Category Grant Funds Local Match
Funds
Total
Project
Cost
Local Match
Funds
Source
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2
EXHIBIT D
Page 3 of 3
Personnel $ 0.00 Grantee
Fringe Benefits Grantee
Travel Grantee
Equipment Grantee
Supplies Grantee
Contractual Grantee
Construction Grantee
Other Grantee
Indirect Charges Grantee
Total $ 0.00 $ 0.00 $ 0.00
Payment Amount Description
Interim Payment(s) Paid upon receipt of actual expense documentation and
written Pay Requests from the Grantee for reimbursement
of eligible approved expenses.
Final Payment Paid upon Substantial Completion of the Project (as
determined by the State in its sole discretion), provided that
the Grantee has submitted, and CEO has accepted, all
required reports.
Total
c. For use with Option 1(c): In accordance with Section 5(A)(i) of the original Grant Agreement between the
State of Colorado, acting by and through the Colorado Energy Office, and Grantee's Name, the State hereby
exercises its option to re-allocate awarded Grant Funds within the Project Budget. The Budget table in Section 6.2
of Exhibit A is deleted and replaced with the following:
Budget Line(s) Grant Funds Local
Match
Amount
Total
Project
Cost
Local
Match
Funds
Source
Line
#
Cost Category
Personnel $ 0.00 Grantee
Fringe Benefits Grantee
Travel Grantee
Equipment Grantee
Supplies Grantee
Contractual Grantee
Construction Grantee
Other Grantee
Indirect Charges Grantee
Total $ 0.00 $ 0.00 $ 0.00
3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or , whichever
is later.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Docusign Envelope ID: CD4650C5-86F1-4BC2-A80B-690F8D6D82D2