Attachment A - PO Terms and Conditions F.pdf

Attachment A

Purchase Order Terms and Conditions

1. Offer/Acceptance. If this purchase order (“PO”) refers to vendor’s bid or proposal, this PO is an ACCEPTANCE of vendor’s OFFER TO SELL in accordance with the terms and conditions of the “solicitation” identified in vendor’s bid or proposal. The solicitation includes an RFP, IFB, or any other form of order by buyer. If a bid or proposal is not referenced, this PO is an OFFER TO BUY, subject to vendor’s acceptance, demonstrated by vendor’s performance or written acceptance of this PO. Any COUNTER-OFFER TO SELL automatically CANCELS this PO, unless a change order is issued by buyer accepting a counter-offer. This PO shall supersede and control over any vendor form(s) or part(s) thereof included in or attached to any bid, proposal, offer, acknowledgment, or otherwise, in the event of inconsistencies or contradictions, regardless of any statement to the contrary in such form(s) or parts thereof.

2. Safety Information. All chemicals, equipment and materials proposed and/or used in the performance of this PO shall conform to the requirements of the Occupational Safety and Health Act of 1970. Vendor shall furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or hazardous materials at the time of delivery.

3. Changes. Vendor shall furnish products and/or services strictly in accordance with the specifications and price set forth for each item. This PO shall not be modified, superseded or otherwise altered, except in writing signed by purchasing agent and accepted by vendor. Each shipment received or service performed shall comply with the terms of this PO, notwithstanding invoice terms or acts of vendor to the contrary, unless this PO has been modified, superseded or otherwise altered in accordance with this section.

4. Delivery. Unless otherwise specified in the solicitation or this PO, delivery shall be FOB destination.

Buyer is relying on the promised delivery date, installation, and/or service performance set forth in vendor’s bid or proposal as material and basic to buyer’s acceptance. If vendor fails to deliver or perform as and when promised, buyer, in its sole discretion, may cancel its order, or any part thereof, without prejudice to its other rights, return all or part of any shipment so made, and charge vendor with any loss or expense sustained as a result of such failure to deliver or perform as promised. Time is of the essence.

5. Intellectual Property. Any software, research, reports, studies, data, photographs, negatives or other documents, drawings or materials (collectively “materials”) delivered by vendor in performance of its obligations under this PO shall be the exclusive property of buyer. Ownership rights shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the materials. Vendor shall comply with all applicable Cyber Security Policies of the State of Colorado (the “State”), or buyer, as applicable, and all confidentiality and non-disclosure agreements, security controls, and reporting requirements.

6. Quality. Buyer shall be the sole judge in determining “equals” with regard to quality, price and performance. All products delivered shall be newly manufactured and the current model, unless otherwise specified.

7. Warranties. All provisions and remedies of the Colorado Uniform Commercial Code, CRS, Title 4

(“CUCC”), relating to implied and/or express warranties are incorporated herein, in addition to any warranties contained in this PO or the specifications.

8. Inspection and Acceptance. Final acceptance is contingent upon completion of all applicable inspection procedures. If products or services fail to meet any inspection requirements, buyer may exercise all of its rights, including those provided in the CUCC. Buyer shall have the right to inspect services provided under this PO at all reasonable times and places. "Services" as used in this section includes services performed or tangible material produced or delivered in the performance of services. If any of the services do not conform to PO requirements, buyer may require vendor to perform the services again in conformity with PO requirements, without additional payment. When defects in the quality or quantity of service cannot be corrected by re-performance, buyer may (a) require vendor to take necessary action to ensure that future performance conforms to PO requirements and (b) equitably reduce the payment due vendor to reflect the reduced value of the services performed. These remedies do not limit the remedies otherwise available in this PO, at law, or in equity.

9. Cash Discount. The cash discount period will start from the later of the date of receipt of acceptable invoice, or from date of receipt of acceptable products/services at the specified destination by an authorized buyer representative.

10. Taxes. Buyer and the State are exempt from all federal excise taxes under Chapter 32 of the Internal

Revenue Code [No. 84-730123K] and from all State and local government sales and use taxes [CRS, Title 39, Article 26, Parts I and II]. Such exemptions apply when materials are purchased for the benefit of State, except that in certain political subdivisions (e.g., City of Denver) vendor may be required to pay sales or use taxes even though the ultimate product or service is provided to buyer. Buyer shall not reimburse such sales or use taxes.

11. Payment. Buyer shall pay vendor for all amounts due within 45 days after receipt of products or services and a correct notice of amount due. Interest on the unpaid balance shall begin to accrue on the 46th day at the rate set forth in CRS §24-30-202(24) until paid in full. Interest shall not accrue if a good faith dispute exists as to buyer’s obligation to pay all or a portion of the amount due. Vendor shall invoice buyer separately for interest on delinquent amounts due, referencing the delinquent payment, number of day’s interest to be paid, and applicable interest rate.

12. Vendor Offset. [Not Applicable to Inter-governmental POs] Under CRS §24-30-202.4 (3.5), the

State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action.

13. Assignment and Successors. Vendor shall not assign rights or delegate duties under this PO, or subcontract any part of the performance required under this PO, without the express, written consent of buyer. This PO shall inure to the benefit of and be binding upon vendor and buyer and their respective successors and assigns. Assignment of accounts receivable may be made only upon written notice furnished to buyer.

14. Indemnification. If any article sold or delivered under this PO is covered by a patent, copyright, trademark, or application therefore, vendor shall indemnify and hold harmless buyer from any and all loss, liability, cost, expenses and legal fees incurred on account of any claims, legal actions or judgments arising out of manufacture, sale or use of such article in violation or infringement of rights under such patent, copyright, trademark or application. If this PO is for services, vendor shall indemnify, save, and hold harmless buyer, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related expenses, incurred as a result of any act or omission by vendor, or its employees, agents, subcontractors or assignees, arising out of or in connection with performance of services under this PO.

15. Independent Contractor. Vendor shall perform its duties hereunder as an independent contractor and not as an employee. Neither vendor nor any agent or employee of vendor shall be deemed to be an agent or employee of buyer. Vendor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through buyer and buyer shall not pay for or otherwise provide such coverage for vendor or any of its agents or employees. Unemployment insurance benefits will be available to vendor and its employees and agents only if coverage is made available by vendor or a third party. Vendor shall pay when due all applicable employment, income, and local head taxes incurred pursuant to this PO. Vendor shall not have authorization, express or implied, to bind buyer to any agreement, liability or understanding, except as expressly set forth herein. Vendor shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by buyer, and (c) be solely responsible for its acts and those of its employees and agents.

16. Communication. All communication concerning administration of this PO, prepared by vendor for buyer’s use, shall be furnished solely to purchasing agent.

17. Compliance. Vendor 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.

18. Insurance. Vendor shall obtain, and maintain, at all times during the term of this PO, insurance as specified in the solicitation, and provide proof of such coverage as requested by purchasing agent.

19. Termination Prior to Shipment. If vendor has not accepted this PO in writing, buyer may cancel this PO by written or oral notice to vendor prior to shipment of goods or commencement of services.

20. Termination for Cause. (a) If vendor refuses or fails to timely and properly perform any of its obligations under this PO with such diligence as will ensure its completion within the time specified herein, buyer may notify vendor in writing of non-performance and, if not corrected by vendor within the time specified in the notice, terminate vendor's right to proceed with the PO or such part thereof as to which there has been delay or a failure. Vendor shall continue performance of this PO to the extent not terminated and be liable for excess costs incurred by buyer in procuring similar goods or services elsewhere. Payment for completed services performed and accepted shall be at the price set forth in this PO. (b) Buyer may withhold amounts due to vendor as buyer deems necessary to reimburse buyer for excess costs incurred in curing, completing or procuring similar goods and services.(c) If after rejection, revocation, or other termination of vendor's right to proceed under the CUCC or this clause, buyer determines for any reason that vendor was not in default or the delay was excusable, the rights and obligations of buyer and vendor shall be the same as if the notice of termination had been issued pursuant to termination under §21.

21. Termination in Public Interest. Buyer is entering into this PO for the purpose of carrying out the public policy of the State, as determined by its Governor, General Assembly, and Courts. If this PO ceases to further the public policy of the State, buyer, in its sole discretion, may terminate this PO in whole or in part and such termination shall not be deemed to be a breach of buyer’s obligations hereunder. This section shall not apply to a termination for vendor’s breach, which shall be governed by §20. Buyer shall give written notice of termination to vendor specifying the part of the PO terminated and when termination becomes effective. Upon receipt of notice of termination, vendor shall not incur further obligations except as necessary to mitigate costs of performance. For services or specially manufactured goods, buyer shall pay (a) reasonable settlement expenses, (b) the PO price or rate for supplies and services delivered and accepted, (c) reasonable costs of performance on unaccepted supplies and services, and (d) a reasonable profit for the unaccepted work. For existing goods, buyer shall pay (e) reasonable settlement expenses, (f) the PO price for goods delivered and accepted, (g) reasonable costs incurred in preparation for delivery of the undelivered goods, and (h) a reasonable profit for the preparatory work. Buyer’s termination liability under this section shall not exceed the total PO price plus a reasonable cost for settlement expenses. Vendor shall submit a termination proposal and reasonable supporting documentation, and cost and pricing data as required by CRS §24-106-101, upon request of buyer.

22. PO Approval. This PO shall not be valid unless it is executed by purchasing agent. Buyer shall not be responsible or liable for products or services delivered or performed prior to proper execution hereof.

23. Fund Availability. Financial obligations of buyer payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this PO is funded in whole or in part with federal funds, this PO is subject to and contingent upon the continuing availability of federal funds for the purposes hereof. Buyer represents that it has set aside sufficient funds to make payment for goods delivered in a single installment, in accordance with the terms of this PO.

24. Choice of Law. State laws, rules and regulations shall be applied in the interpretation, execution, and enforcement of this PO. The CUCC shall govern this PO in the case of goods unless otherwise agreed in this PO. Any provision included or incorporated herein by reference which conflicts with such laws, rules, and regulations is null and void. Any provision incorporated herein by reference which purports to negate this or any other provision in this PO in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Unless otherwise specified in the solicitation or this PO, venue for any judicial or administrative action arising out of or in connection with this PO shall be in Denver, Colorado. Vendor shall exhaust administrative remedies in CRS §24-109-106, prior to commencing any judicial action against buyer.

25. Public Contracts for Services. [Not Applicable to offer, issuance, or sale of securities, investment advisory services, fund management services, sponsored projects, intergovernmental POs, or information technology services or products and services] Vendor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this PO and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this PO, through participation in the E- Verify Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Vendor shall not knowingly employ or contract with an illegal alien to perform work under this PO or enter into a contract or PO with a subcontractor that fails to certify to vendor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this PO. Vendor shall (a) not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants during performance of this PO, (b) notify subcontractor and buyer within three days if vendor has actual knowledge that subcontractor is employing or contracting with an illegal alien for work under this PO, (c) terminate the subcontract if subcontractor does not stop employing or contracting with the illegal alien within three days of receiving notice, and (d) comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If vendor participates in the Department program, vendor shall deliver to the buyer a written, notarized affirmation that vendor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If vendor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., buyer may terminate this PO for breach and, if so terminated, vendor shall be liable for damages.

26. Public Contracts with Natural Persons. Vendor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and

(c) has produced a form of identification required by CRS §24-76.5-103 prior to the date vendor delivers goods or begins performing services under terms of the PO.

Purchase Order Terms and Conditions (Continued)

Performance Term. The term of this Purchase Order is listed on the first page of the Purchase Order.

Availability of Funds. Payment pursuant to this Purchase Order, if in any part state and/or federally funded, is subject to and contingent upon the continuing availability of state and/or federal funds for the purposes hereof. If any of said state and/or federal funds become unavailable, as determined by the Colorado Department of Labor & Employment (CDLE), either party may immediately terminate or seek to amend this Purchase Order.

Subcontracting. The Vendor shall not subcontract the performance of any part of its duties which relate to the administration of funds or performance of services under this Purchase Order except in accordance with the terms of this Purchase Order or with the prior written consent of the CDLE approving the subcontractor.

Assignment. Except as otherwise provided, the duties and obligations of Vendor shall not be assigned, delegated or subcontracted except with the express prior written consent of CDLE. All subcontractors will be subject to the requirements of this Purchase Order.

Third Party Beneficiaries. Except as otherwise stated this Purchase Order shall inure to the benefit of and be binding only upon the parties hereto and their respective successors and assigns. No third party beneficiary rights or benefits of any kind are expressly or impliedly provided herein.

Legal Authority. The parties warrant that each possesses actual, legal authority to ender into this Purchase Order. The person or persons signing this Purchase Order, or any attachments or amendments hereto, also warrant(s) that such person or persons have actual legal authority to execute this Purchase Order, or any attachments or amendments hereto.

Waiver. The waiver of any breach of any term or provisions of this Purchase Order shall not be construed as a waiver of a breach of any other term or provision of this Purchase Order or, a waiver of a subsequent breach of the same term or provision of this Purchase Order.

Severability. To the extent that this Purchase Order may be fully executed, and/or performance of the duties and obligations of the parties hereunder may be accomplished within the intent of this Purchase Order, the terms of this Purchase Order are severable. If any term or provision hereof is declared invalid by a court of competent jurisdiction, or otherwise becomes inoperative for any reason, then such invalidity or failure shall not affect the validity of any other term or provision of this Purchase Order.

Modifications and Amendments. This Purchase Order is subject to such modifications as may be required by CDLE, or changes in applicable federal or state law, or federal or state implementing rules, regulations, or procedures of that federal or state law. Any such required modification shall be automatically incorporated into, and be made a part of, this Purchase Order as of the effective date of such change as if that change was fully set forth herein.

Software Piracy Prohibition. No State or other public funds payable under this Purchase Order shall be used for the acquisition, operation or maintenance of computer software in violation of United States copyright laws or applicable licensing restrictions. Vendor hereby certifies that, for the term of this contract and any extensions, the Vendor has in place appropriate systems and controls to prevent such improper use of public funds. If CDLE determines that the Vendor is in violation of this paragraph, CDLE may exercise any remedy available at law or equity or under this contract, including, without limitation, immediate termination of the contract and any remedy consistent with United States copyright laws or applicable licensing restrictions

Federal Audit Provisions. The Office of Management and Budgets (OMB) Circular No. A-133 Audits of States, Local Governments, and Non-Profit Organizations defines audit requirements under the Single Audit Act of 1996 (Public Law 104-156). All state and local governments and non-profit organizations expending $500,000 or more from all sources (direct or from pass-through entities) are required to comply with the provisions of Circular No. A-133. The Circular also requires pass-through entities to monitor the activities of subrecipients and ensure that subrecipients meet the audit requirements. To identify its pass-through responsibilities, the State of Colorado requires all subrecipients to notify the State when expected or actual expenditures of federal assistance from all sources equal or exceed $500,000.

Uniform Fiscal And Administrative Requirements. Vendor and its subcontractors, if any, is required to comply with the applicable Uniform Fiscal and Administrative Requirements. Specifically:

a. State, local, and Indian tribal government Vendors are required to comply with the common rule “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and local Governments” which is set forth in the U.S.D.O.L. regulations at 29 CFR part 97; and

b. Institutions of higher education, hospitals and other non-profit Vendors are required to comply with OMB Circular A-110, set forth in the U.S.D.O.L. regulations at 29 CFR part 95.

Allowable Costs/Cost Principles Requirements. Vendor and its subcontractors, if any, is required to comply with the applicable Cost Principle Requirements/OMB Circular. Specifically:

a. State, local and Indian tribal government Vendors must determine allowability of costs in accordance with the provisions of OMB Circular A-87, “Cost Principles for State and Local Governments,:

b. Non-profit Vendors must determine allowability of costs in accordance with OMB Circular A-122, “Cost Principles for Non-Profit Organizations;” and,

c. Institutions of higher education Vendors must determine allowability of costs in accordance with OMB Circular A-21, “Cost Principles for Education Institutions.”

d. For-Profit organizations must determine allowability of costs in accordance with 48 CFR Part 31.

Compliance with Federal Law. The Vendor assures and certifies that in administering services under this Purchase Order, it will fully comply with the Workforce Investment Act of 1998, the Jobs for Veterans Act of 2002, all regulations promulgated hereunder, and all other applicable laws, including, but not limited to, those listed below;

a. All applicable provisions of the Uniform

Relocations Assistance and Real Property Acquisition Act of 1970, (URARPAA) Public Law 91-646, which requires the fair and equitable treatment of persons displaced as a result of federal and federally assisted programs.

b. All applicable provisions of the Hatch Act, which limits the political activities of certain state and local government employees.

c. All applicable provisions of Child Labor laws.

d. All applicable provisions of safety standards of the Occupational Safety and Health Act (OSHA).

e. All applicable provisions of the Davis Bacon Act.

f. All applicable provisions of Part C of Title IV of the Social Security Act.

g. All applicable provisions of the Military Selective Services Act.

h. All applicable provisions of Section 665, Title 18, United States Code, (Theft or embezzlement from employment and training funds; improper inducement;

obstruction of investigations).

i. All applicable provisions of the Fair Labor Standards Act of 1938

j. Section 18-8-401 through 408, C.R.S., as amended, (Abuse of Public Office).

k. Equal Employment Opportunities.

Vendor shall comply fully with the Nondiscrimination and Equal Opportunity Provisions of the Workforce Investment Act of 1998, as amended (WIA, 29 CFR part 37); the Nontraditional Employment for Women Act of 1991; title VI of the Civil Rights Act of 1964, as amended; section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975, as amended; title IX of the Education Amendments of 1972, as amended; and with all applicable requirements imposed by or pursuant to regulations implementing those laws, including but not limited to 29 CFR part 37.

l. Federal Executive Order 13166 published August 11, 2000 for “Improving access to services for persons with limited English proficiency (LEP)” (65 FR 50121); United States Department of Labor regulations 29 CFR 31 requiring that all recipients of federal financial assistance provide meaningful access to LEP persons; and, United State Department of Labor, Employment and Training Administration Guidance Letter Number 26-02, addressing the development and implementation of a language assistance plan and providing guidance for complying with the Executive Order 13166 and Title VI, Section 601, of the Civil Rights Act of 1964.

Compliance with the Workforce Investment Act.

a. Vendor shall comply with all applicable provisions of the Workforce Investment Act (WIA) and its regulations pursuant to the allowed uses of the Workforce Investment Act appropriated funds, and specifically with WIA regulations Section 20 CFR 665 Part B.

b. Vendor shall comply with all pertinent policies related to the WIA Programs.

Promulgated through the CDLE’s WIA Program Guidance Letters (PGLs).

Certifications . By signing this Purchase

Order, the Vendor agrees to provide, comply with, and, if applicable, execute the certifications set forth in the following Attachment A through D, incorporated herein by reference and attached hereto:

Attachment A – Certification

Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transaction.

Attachment B – Certification of Compliance with the Requirements of the Federal Drug Free Workplace Act of

Attachment C – Certification Regarding Lobbying Attachment D – Tobacco Free Certification.

Record Keeping Requirements. Vendor shall maintain a complete file of all records, documents, communications and other material which pertain to this Purchase Order for a period of three (3) years from the date of final payment under this Purchase Order, unless CDLE requests that the records be retained for a longer period.

Ownership of Materials and Information.

Vendor agrees that all materials, information, data, computer software, documents, studies, and/or written

If the Vendor is unable to certify to any of the statements in this section of the Purchase

Order, then the Vendor shall provide an explanation to CDLE explaining why the Vendor cannot provide or otherwise comply with a given certification.

evaluations produced by either CDLE or Vendor in the performance of this Purchase Order are the sole property of CDLE, with full rights in perpetuity for use and access by Vendor.

Monitoring and Auditing. Vendor shall permit CDLE and the federal agency to monitor and audit the records and activities which are or have been undertaken pursuant to this Purchase Order.

Confidentiality of Records.

a. In the event that the Vendor, and any subcontractors, obtains access to any records, files, or information of the State in connection with, or during the performance of, this Purchase Order, the Vendor, and any subcontractors, shall keep all such records, files, or information confidential and shall comply with all laws and regulations concerning the confidentiality of such records, files, or information to the same extent as such laws and regulations apply to the CDLE, including but not limited to the Colorado Public Records Act, Article 72 of Title 24, C.R.S.

b. The Vendor, and any subcontractors, agrees to be bound by all confidentiality requirements of the Colorado Employment Security Act, Articles 70 to 82 of Title 8, C.R.S., (CESA). Vendor is designated as an agent of the CDLE, only for the purposes of the confidentiality requirements of the

CESA.

c. The Vendor, and any subcontractors, agrees to notify and advise and monitor for all compliance all of its employees, agents, consultants, licensees, or subcontractors in writing of the above requirements and of the possible penalties and fines that may be imposed for any violation thereof.

d. Any breach of confidentiality by the

Vendor, or third party agents of the Vendor, shall constitute good cause for the CDLE to immediately terminate this Purchase Order, without liability to the

CDLE.

e. Any State waiver of an alleged breach of confidentiality by the Vendor, or third party agents of the Vendor, does not constitute a waiver of any subsequent breach by the Vendor, or third party agents of the Vendor.

Rights In Data And Copyright.

a. Except for its own internal use, and as such disclosures may be required by the Colorado Public Records Act, Article 72 of Title 24, C.R.S., the Vendor shall not publish or reproduce any data or other information, however contained, in whole or in part, which is recorded in any form or medium whatsoever and which is delivered or specified to be delivered under this Agreement. Nor may the Vendor authorize or permit others to do so, without the prior, express, written consent of the federal government, through the State, until such time as the federal government may have released such data or other information to the public.

b. As authorized by 29 CFR. 97.34, the federal government, through the State, reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize the State or others to reproduce, publish, or otherwise use; 1) any work developed under this Purchase Order, irrespective of whether that work is already copyrighted; and, 2) any rights of copyright to which the Vendor, subcontractor, or third party Vendor purchases ownership with federal assistance.

c. The State shall have unlimited rights to any data first produced or delivered under this Purchase Order. The Vendor shall comply with the copyright requirements of 29 CFR 97.34. The Vendor shall give notice of these rights in data and copyright requirements in all its subcontracts and vendor agreements.

Publicity. No funds provided under this grant shall be used for publicity or propaganda purposes, for the preparation, distribution or use of any kit, pamphlet, booklet, publication, radio, television, or film presentation designed to support or defeat legislation pending before the Congress, except in presentation to the Congress itself.

Nor shall grant funds be used to pay the salary or expenses of any grant or Purchase Order awardee or agent acting for such awardee, related to any activity designed to influence legislation or appropriations pending before the Congress.

Public Announcements. When issuing statements, press releases, requests for proposals, bid solicitation, and other documents describing project or programs funded in whole or in part with Federal money, the Vendor shall clearly state the percentage of the total cost of the program or project which will be financed with Federal money and the dollar amount of Federal funds used for the project or program.

Veterans’ Priority Provisions. This program, funded by the United States Department of Labor, is subject to the provisions of the “Jobs for Veterans Act of 2002”, Public Law 107-288 (38 USC 4215). The Jobs for Veterans Act of 2002 provides priority of service to veterans and spouses of certain veterans for the receipt of employment, training, and placement services. The Vendor agrees to comply with the Federal Training and Employment Guidance Letter # 5-03 dated September 16, 2003 which provides general guidance on the scope of the veterans’ priority statute and its effect on providing employment and training programs, and other Federal laws and guidance related to veterans’ priority of service provisions of this Act in the delivery of services under this Purchase Order.

Salary and Bonus Limitation. In compliance with Public Law 109-234, none of the funds appropriated in Public Law 109-149 or prior Acts under the heading “Employment and Training” that are available for expenditures on or after June 15, 2006, shall be used by s recipient or subrecipient of such funds to pay the salary and bonuses of an individual, either as direct costs or as indirect costs, ant a rate in excess of the Federal Executive Level II, except as provided for under section 101 of Public Law 109-149. This limitation shall not apply to vendors providing goods and services as defined in OMB Circular A-133. Vendor shall refer to and comply with the United States Department of Labor’s Training and Employment Guidance Letter Number 05-06 for Implementing the Salary and Bonus Limitations of Public Law 109-234.

Executive Order 12928. In the delivery of services and the purchase of goods under this Purchase Order, the Vendor is strongly encouraged to use Historically Black Colleges and Universities and other Minority Institutions such as Hispanic Serving Institutions and Tribal Colleges and Universities; and, to use other Small Business Owned and Controlled by Socially and Economically Disadvantaged Individuals.

Attachment A Certification Regarding Debarment, Suspension, Ineligibility And Voluntary Exclusion-Lower Tier Covered Transaction.

Instructions for Certifications

1. By signing and submitting its proposal and signing this contract, the prospective lower tier participant is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person. Primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549.

You may contact the person to which this proposal is submitted or with whom this contract is made for assistance in obtaining a copy of those regulations.

5. the prospective lower tier participant agrees by submitting its proposal and signing this contract that should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal and signing this contract that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transaction.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by with it determines the eligibility of its principals.

Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Nonprocurement Programs.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions

(1) The prospective lower tier participant certifies, by submission of this proposal and execution of this contract, that neither it nor its principals is presently declared ineligible or voluntarily excluded from participation in this transaction by an Federal department or agency.

(2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to its proposal.

Attachment B Drug-Free Workplace Certifications

Alternate I. (Contractors/Grantees Other Than Individuals)

A. The grantee/contractor certifies that it will or will continue to provide a drug-free workplace by:

1. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee’s workplace and specifying the actions that will be taken against employees for violation of such prohibition:

2. Establishing an ongoing drug-free awareness program to inform employees about-

a) The dangers of drug abuse in the workplace;

b) The grantee’s policy of maintaining a drug-free workplace;

c) Any available drug counseling, rehabilitation, and employee assistance programs; and

d) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

3. Making it a requirement that each employee to be engaged in the performance of the grant/contract be given a copy of the statement required by paragraph 1;

4. Notifying the employee in the statement required by paragraph 1 that, as a condition of employment under the grant/contract, the employee will:

a) Abide by the terms of the statement; and

b) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction;

5. Notifying the agency in writing, within ten calendar days after receiving notice under paragraph 4(b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant/contract activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant/contract;

6. Taking one of the following actions, within 30 calendar days of receiving notice under paragraph 4(b), with respect to any employee who is so convicted:

(a) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or

(b) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency;

7. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs 1,2,3,4,5, and 6.

B. The grantee/contractor may insert in the space provided below the site(s) for the performance of work done in connection with this grant/contract:

Alternate II. (Contractors/Grantees Who Are Individuals)

1. The grantee/contractor certifies that, as a condition of the grant/contract, he or she will not engage in the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance in conducting any activity with the grant/contractor;

If convicted of a criminal drug offense resulting from a violation occurring during the conduct of any grant/contract activity, he or she will report the conviction, in writing, within 10 calendar days of the conviction, to every grant officer or other designee, unless the Federal agency designates a central point for the receipt of such notices. When notice is made to such a central point, it shall include the identification number(s) of each affected grant/contract.

Attachment C Certification Regarding Lobbying

(Certification for Contracts, Grants, Loans, and Cooperative Agreements)

The undersigned certifies, to the best of his or her knowledge and belief, that:

1 No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2 If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an office or employee of any agency, a Member of Congress, an office or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

3 The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more then $100,000 for each such failure.

Attachment D Tobacco Free Certification

Public Law 103-227, the Pro-Children Act of 1994, requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by any entity and used routinely or regularly for the provision of health, day care, education, or library services to children under the age of 18, if the services are funded by Federal programs either directly or through State or local governments, by Federal grant, contract, loan, or loan guarantee. The law does not apply to children’s services provided by private residences, facilities funded solely by Medicare or Medicaid funds, and portions of facilities used for inpatient drug or alcohol treatment. By submitting and signing the application and this contract, the contractor certifies that it will comply with the requirements of the Act.

The contractor further agrees that it will require the language of this certification to be included in any subawards (or subcontracts) which contain provisions for children’s services and that all subgrantees (or subcontractors) shall certify and perform accordingly.