Common use of Payment Disputes Clause in Contracts

Payment Disputes. If Contractor disputes any calculation, determination or amount of any payment, Contractor shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds the State’s obligation to pay Contractor shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract shall be made only from Contract Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Contract, the State may, upon written notice, terminate this Contract, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract were terminated in the public interest as described in §2.E.

Payment Disputes. If Contractor Grantee disputes any calculation, determination or amount of any payment, Contractor Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor▇▇▇▇▇▇▇’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor ▇▇▇▇▇▇▇ and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds Grant Funds, the State’s obligation to pay Contractor Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract Agreement shall be made only from Contract Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this ContractAgreement, the State may, upon written notice, terminate this ContractAgreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract Agreement were terminated in the public interest as described in §2.E.

Payment Disputes. If Contractor Local Agency disputes any calculation, determination determination, or amount of any payment, Contractor Local Agency shall notify the State in writing of its dispute within 30 days following the earlier to occur of ContractorLocal Agency’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor Local Agency and may make changes to its determination based on this review. The calculation, determination determination, or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination Termination a. The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor Local Agency beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Agreement Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds Agreement Funds, the State’s obligation to pay Contractor Local Agency shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract Agreement shall be made only from Contract Agreement Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Agreement Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this ContractAgreement, the State may, upon written notice, terminate this ContractAgreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract Agreement were terminated in the public interest as described in §2.E.2.C. b. If the agreement funds are terminated, the State can terminate the contract early. Payment due for work done to the date of termination will be processed in a manner consistent with §2.C.

Payment Disputes. If Contractor Grantee disputes any calculation, determination or amount of any payment, Contractor Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor▇▇▇▇▇▇▇’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor ▇▇▇▇▇▇▇ and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds Grant Funds, the State’s obligation to pay Contractor Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract Agreement shall be made only from Contract Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this ContractAgreement, the State may, upon written notice, terminate this ContractAgreement, in whole or in part, without incurring further liabilityliability in accordance with the applicable provisions of this Agreement. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior up to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract Agreement were terminated in the public interest as described in §2.E.2.E. 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.

Payment Disputes. If Contractor Grantee disputes any calculation, determination or amount of any payment, Contractor Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor▇▇▇▇▇▇▇’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor ▇▇▇▇▇▇▇ and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds Grant Funds, the State’s obligation to pay Contractor Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract Agreement shall be made only from Contract Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this ContractAgreement, the State may, upon written notice, terminate this ContractAgreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract Agreement were terminated in the public interest as described in §2.E.2.E. 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. Matching Funds. Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. ▇▇▇▇▇▇▇’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State that the amount designated “Grantee’s Matching Funds” in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this 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 ▇▇▇▇▇▇▇’s laws or policies. Reimbursement of Grantee Costs. The State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in Exhibit A and §5.A for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the total maximum amount of this Agreement or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are: Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and 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). Close-Out. Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and ▇▇▇▇▇▇▇’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement 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 Quarterly Reports. In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any Agreement having a term longer than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar quarter or at such time as otherwise specified by the State.

Payment Disputes. If Contractor Grantee disputes any calculation, determination or amount of any payment, Contractor Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor▇▇▇▇▇▇▇’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor Grantee and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. Available Matching Funds-Contingency-Termination The State is prohibited . Grantee shall provide Matching Funds, if required by law from making commitments beyond this Agreement. If permitted under the term terms of the current State Fiscal Year. Payment grant and per this Agreement, Grantee may be permitted to Contractor beyond provide Matching Funds prior to or during the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some course of the Contract Funds project or the Statematch will be an in-kind match. Grantee shall report to the State regarding the status of such funds upon request. ▇▇▇▇▇▇▇’s obligation to pay Contractor shall be contingent upon such non-all or any part of any Matching Funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into ▇▇▇▇▇▇▇’s treasury or bank account. Grantee represents to the State funding continuing to be made available for payment. Payments to be made that the amount designated “Grantee’s Matching Funds” pursuant to this Contract Agreement, has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Grantee. Grantee shall not pay or be made only liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by ▇▇▇▇▇▇▇’s laws or policies. Reimbursement of Grantee Costs. If applicable, the State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in this Agreement for all allowable costs described in the grant except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to, and received approval from Contract Fundsthe State of the change, the change does not modify the total maximum amount of this Agreement, and the State’s liability for such payments shall be limited to change does not modify any requirements of the amount remaining of such Contract FundsWork. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Contractapplicable, the State mayshall reimburse Grantee for the properly documented allowable costs related to the Work after review and approval thereof, upon written noticesubject to the provisions of this Agreement. However, terminate this Contractany costs incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs. Grantee’s costs for Work performed after the “Service To” date identified on the face of the Small Dollar Grant Award, in whole or in partafter any phase performance period end date for a respective phase of the Work, without incurring further liabilityshall not be reimbursable. The State shallshall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are (a) reasonable and necessary to accomplish the Work, howeverand (b) equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the costs actually incurred). Close-Out. Grantee shall close out this Award within 45 days after the “Service To” date identified on the face of the Small Dollar Grant Award, remain obligated including any modifications. To complete close-out, Grantee shall submit to pay for Services the State all deliverables (including documentation) as defined in this Agreement and Goods that are delivered ▇▇▇▇▇▇▇’s final reimbursement request or invoice. In accordance with the Agreement, the State may withhold a percentage of allowable costs until all final documentation has been submitted and accepted prior to by the effective date of notice of termination, and this termination shall otherwise be treated State as if this Contract were terminated in the public interest as described in §2.E.substantially complete.

Payment Disputes. If Contractor Grantee disputes any calculation, determination or amount of any payment, Contractor Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor▇▇▇▇▇▇▇’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor ▇▇▇▇▇▇▇ and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds Grant Funds, the State’s obligation to pay Contractor Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract Agreement shall be made only from Contract Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this ContractAgreement, the State may, upon written notice, terminate this ContractAgreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract Agreement were terminated in the public interest as described in §2.E.2.E. 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. Matching Funds Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. ▇▇▇▇▇▇▇’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State that the amount designated “Grantee’s Matching Funds” in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this 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 ▇▇▇▇▇▇▇’s laws or policies. Reimbursement of Grantee Costs Only with prior written approval, the State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in Exhibit A and §5.A for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the total maximum amount of this Agreement or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are: Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and 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). Close-Out Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and ▇▇▇▇▇▇▇’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement 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. Quarterly Reports In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any Agreement having a term longer than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar quarter or at such time as otherwise specified by the State.

Payment Disputes. If Contractor Grantee disputes any calculation, determination or amount of any payment, Contractor Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor▇▇▇▇▇▇▇’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor ▇▇▇▇▇▇▇ and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds Grant Funds, the State’s obligation to pay Contractor Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract Agreement shall be made only from Contract Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this ContractAgreement, the State may, upon written notice, terminate this ContractAgreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract Agreement were terminated in the public interest as described in §2.E.2.D. 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. Matching Funds. Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. ▇▇▇▇▇▇▇’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State that the amount designated “Grantee’s Matching Funds” in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this 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 ▇▇▇▇▇▇▇’s laws or policies. Reimbursement of Grantee Costs. The State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in Exhibit A and §5.A for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the total maximum amount of this Agreement or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are: Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and 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). Close-Out. Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and ▇▇▇▇▇▇▇’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement 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 Quarterly Reports. In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any Agreement having a term longer than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar quarter or at such time as otherwise specified by the State.

Payment Disputes. If Contractor disputes any calculation, determination or amount of any payment, Contractor shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds the State’s obligation to pay Contractor shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract shall be made only from Contract Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Contract, the State may, upon written notice, terminate this Contract, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract were terminated in the public interest as described in §2.E.E..

Payment Disputes. If Contractor Grantee disputes any calculation, determination or amount of any payment, Contractor Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor▇▇▇▇▇▇▇’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor ▇▇▇▇▇▇▇ and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds Grant Funds, the State’s obligation to pay Contractor Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract Agreement shall be made only from Contract Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this ContractAgreement, the State may, upon written notice, terminate this ContractAgreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract Agreement were terminated in the public interest as described in §2.E.2.E. 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. Matching Funds. Grantee shall provide Matching Funds as provided in §5.A. and Exhibit A. Grantee shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. ▇▇▇▇▇▇▇’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State that the amount designated “Grantee’s Matching Funds” in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this 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 ▇▇▇▇▇▇▇’s laws or policies. Reimbursement of Grantee Costs. The State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in Exhibit A and §7 for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the total maximum amount of this Agreement or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State shall only reimburse allowable costs described in this Contract and shown in the Budget if those costs are: Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and 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). Close-Out. Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and ▇▇▇▇▇▇▇’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within 1 year and 90 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement 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 Quarterly Reports. In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any Agreement having a term longer than 3 months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than 5 Business Days following the end of each calendar quarter or at such time as otherwise specified by the State.

Payment Disputes. If Contractor Grantee disputes any calculation, determination or amount of any payment, Contractor Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Contractor▇▇▇▇▇▇▇’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Contractor Grantee and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Contract Funds Grant Funds, the State’s obligation to pay Contractor Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract Agreement shall be made only from Contract Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this ContractAgreement, the State may, upon written notice, terminate this ContractAgreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract Agreement were terminated in the public interest as described in §2.E.2.E. 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. Matching Funds Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Grantee’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State that the amount designated “Grantee’s Matching Funds” in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this 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 ▇▇▇▇▇▇▇’s laws or policies. Reimbursement of Grantee Costs Only with prior written approval, the State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in Exhibit A and §5.A for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the total maximum amount of this Agreement or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are: Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and 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). Close-Out Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and ▇▇▇▇▇▇▇’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement 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. Reporting - Notification Quarterly Reports In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any Agreement having a term longer than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar quarter or at such time as otherwise specified by the State.