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Docusign Envelope ID: B2E3CB28-321B-4F61-906C-2DA51CA6131C
<br />Contract Number: 25-HTD-ZL-00189 / 491003894
<br />Z. "State Fiscal Year" means a 12-month period beginning on July 1 of each calendar year and ending on June
<br />30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal
<br />Year ending in that calendar year.
<br />AA. "State Records" means any and all State data, information, and records, regardless of physical form.
<br />BB. "Subaward Maximum Amount" means an amount equal to the total of Grant Funds for this Agreement.
<br />CC. "Subcontractor" means any third party engaged by Subrecipient to aid in performance of the Work.
<br />"Subcontractor" also includes sub -recipients of Grant Funds.
<br />DD. "Subrecipient" means a non -Federal entity that receives a sub -award from a Recipient to carry out part of a
<br />Federal program but does not include an individual that is a beneficiary of such program. A Subrecipient may
<br />also be a recipient of other Federal Awards directly from a Federal Awarding Agency.
<br />EE. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements,
<br />Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly known as the
<br />"Super Circular, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-
<br />102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up.
<br />FF. "Work" means the Goods delivered and Services performed pursuant to this Agreement.
<br />GG. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished,
<br />including drafts. Work Product includes, but is not limited to, documents, text, software (including source
<br />code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives,
<br />pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and
<br />any other results of the Work. "Work Product" does not include any material that was developed prior to the
<br />Effective Date that is used, without modification, in the performance of the Work.
<br />Any other term used in this Agreement that is defined elsewhere in this Agreement or in an Exhibit shall be
<br />construed and interpreted as defined in that section.
<br />4. STATEMENT OF WORK AND BUDGET
<br />Subrecipient shall complete the Work as described in this Agreement and in accordance with the provisions of
<br />Exhibit A. The State shall have no liability to compensate Subrecipient for the delivery of any goods or the
<br />performance of any services that are not specifically set forth in this Agreement.
<br />5. PAYMENTS TO SUBRECIPIENT
<br />A. Subaward Maximum Amount
<br />Payments to Subrecipient are limited to the unpaid, obligated balance of the Grant Funds. The State shall not
<br />pay Subrecipient any amount under this Agreement that exceeds the Subaward Maximum Amount shown on
<br />the Cover Page of this Agreement as "Federal Funds Maximum Amount".
<br />B. Payment Procedures
<br />Invoices and Payment
<br />a. The State shall pay Subrecipient in the amounts and in accordance with the schedule and other
<br />conditions set forth in Exhibit A.
<br />b. Subrecipient shall initiate payment requests by invoice to the State, in a form and manner approved
<br />by the State.
<br />c. Any advance payment allowed under this Agreement, shall comply with State Fiscal Rules and be
<br />made in accordance with the provisions of this Agreement and its Exhibits. Eligibility and
<br />submission for advance payment is subject to State approval and must include approved
<br />documentation in the form and manner set forth and approved by the State.
<br />d. The State shall pay each invoice within 45 days following the State's receipt of that invoice, so long
<br />as the amount invoiced correctly represents Work completed by Subrecipient and previously
<br />accepted by the State during the term that the invoice covers. If the State determines that the amount
<br />of any invoice is not correct, then Subrecipient shall make all changes necessary to correct that
<br />invoice.
<br />e. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables
<br />provided under this Agreement.
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