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COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
2024 HAVA GRANT AGREEMENT
This 2024 HAVA Grant Agreement is between the Commonwealth of Pennsylvania
(“Commonwealth”), acting through the Department of State (“DOS”), and Franklin County
(“County”).
Federal financial assistance is authorized under the provisions of Title I, Section 101, of
the Help America Vote Act of 2002 (Pub. L. 107-252) (“HAVA”) and provided to the
Commonwealth under the Consolidated Appropriations Acts of 2018 (Pub. L. 115-141), 2020
(Pub. L. 116-93), 2022 (Pub. L. 117-103), 2023 (Pub. L. 117-328), and 2024 (Pub. L. 118-47) to
be used for activities to improve the administration of elections for federal office, including to
enhance election technology and make election security improvements, as authorized under
sections 101, 103, and 104 of HAVA. DOS allocated 2024 HAVA funds to counties
proportionally using a formula-based process based on voter registration numbers in each county
as of April 23, 2024.
The parties, intending to be legally bound, agree as follows:
A. Award of Grant Funds and Performance Period:
1. 2022 Grant Award. Subject to the terms and conditions of this agreement and the
availability of funds, DOS grants up to $12,353.32 from 2022 federal HAVA
funding (“2022 Grant Funds”) to the County.
2. 2024 Grant Award. Subject to the terms and conditions of this agreement and the
availability of funds, DOS grants up to $5,103.32 from 2024 federal HAVA funding
(“2024 Grant Funds”) to the County.
3. Performance Period. The period of performance for use of 2022 Grant Funds will
be from October 1, 2023 to December 31, 2024 and 2024 Grant Funds will be from
March 24, 2024 to December 31, 2025 (“Performance Period”).
4. Changes to Award. DOS may increase or decrease the amount of 2022 Grant
Funds, 2024 Grant Funds, or both (collectively, “Grant Funds”) by providing
written notice of award modification to the County without the need for a formal
amendment to this agreement.
5. Changes to Term and Performance Period. DOS may extend the term of this
agreement, the Performance Period, or both by providing written notice to the
County without the need for a formal amendment to this agreement.
B. Use of Grant Funds:
The County shall:
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1. Expend the Grant Funds solely for Eligible Costs to support the voting process for
the upcoming 2024 general election. “Eligible Costs” mean the following:
i. Voting Equipment - Software and hardware costs related to voting
equipment.
ii. Voting Processes – Non-voting equipment related costs such as staffing
for federal election related work, maintenance, storage of voting
equipment, staff training for election administration needs, and travel for
election related activities for federal election related work.
iii. Physical security - Devices to protect critical election infrastructure
such as security cameras and secured physical access, including locks,
barriers, key cards, etc.
iv. Cyber Security – Costs associated with cyber security such as
monitoring software, staffing, training, contracts for services, and
maintenance of any systems.
v. Voter Education – Costs including contracts for various print,
online, or other media communication to assist in educating voters on
rights, procedures, and voting technology.
vi. Election Auditing - Costs associated with post-election auditing,
including staffing, travel, training, contracts for services, and
maintenance of any systems.
vii. Accessibility - Costs associated with ensuring polling places and
election-related facilities are fully accessible.
2. Use the Grant Funds in a manner that is consistent with the following federal laws:
i. The Voting Rights Act of 1965 (52 U.S.C. § 10301 et seq.).
ii. The Voting Accessibility for the Elderly and Handicapped Act (52
U.S.C. § 20101 et seq.).
iii. The Uniformed and Overseas Citizens Absentee Voting Act (52
U.S.C. § 20301 et seq.).
iv. The National Voter Registration Act of 1993 (52 U.S.C. § 20501 et
seq.).
v. The Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et
seq.).
vi. The Rehabilitation Act of 1973 (29 U.S.C. § 701 et seq.).
3. Use the Grant Funds in a manner that is consistent with the uniform and non-
discriminatory election technology and administration requirements prescribed by
Title III of HAVA.
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C. Monitoring, Reporting and Audits:
1. If requested by DOS, the County shall submit reports to DOS, at such times
(including after the Grant Funds are expended) and in such manner to be determined
by DOS, indicating implementation consistent with this agreement.
2. The County shall maintain compliance with all provisions of the Pennsylvania
Election Code, 25 P.S. § 2600 et seq., Title 25 of the Pennsylvania Consolidated
Statutes, and all DOS regulations and directives relating thereto.
3. The County shall comply with all applicable federal, state, and local procurement
laws, regulations, and directives.
4. The County shall establish and maintain a proper accounting system in accordance
with generally accepted accounting standards to record all expenditures made with
Grants Funds.
5. The County shall comply with all HAVA related program directives, guidelines,
and policy statements that DOS might issue to the counties during the term of this
agreement.
6. The County shall establish internal personnel safeguards that will prohibit
employees from using their positions for a purpose that creates, or gives the
appearance of creating, a desire for private gain for themselves or for others,
particularly those persons who have a family, business, or other ties to the
employee.
7. The County acknowledges that all Grant Funds received are subject to audit by
Commonwealth agencies. The County shall comply with the Single Audit Act
Amendments of 1996 (31 U.S.C. § 7501 et seq.), as promulgated by the Office of
Management and Budget (OMB) Circular, Uniform Administrative Requirements,
Cost Principles and Audit Requirements for Federal Awards (2 CFR Part 200), and
any amendments to these regulations or circular.
8. The County shall retain all cost supporting records and documentation for a period
of three years from the date that it receives its final Grant Funds payment from DOS
or the final audit of its financial records is completed by a certified public
accountant or other independent governmental auditor, whichever is later.
D. Equipment Management Requirements:
The County shall use the following procedures for managing equipment (including
replacement equipment), acquired in whole or in part, through this agreement:
1. The County shall maintain property records that include a description of the
property, a serial number or other identification number, the source of funding for
the property (including the FAIN), who holds title, the acquisition date, and the cost
of the property, the percentage of the use of the property in the federal election
cycle, the location, use, and condition of the property, and any ultimate disposition
data including the date of disposal and sale price of the property.
2. The County shall take a physical inventory of the property and reconcile the results
with the property records at least once every two years.
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3. The County shall develop a control system to ensure adequate safeguards to prevent
loss, damage, or theft of the property. The County shall investigate any loss,
damage, or theft.
4. The County shall develop adequate maintenance procedures to keep the property in
good condition.
5. If the County is authorized or required to sell the property, the County shall
establish proper sales procedures to ensure the highest possible return.
E. Disposition of Equipment:
When original or replacement equipment acquired under a federal award is no longer
needed for the original project or program or for other activities currently or previously
supported by a federal awarding agency, except as otherwise provided in federal statutes,
regulations, or federal awarding agency disposition instructions, the County must request
disposition instructions from the federal awarding agency if required by the terms and
conditions of the federal award. Disposition of the equipment will be made as follows, in
accordance with federal awarding agency disposition instructions:
1. Items of equipment with a current per unit fair market value of $5,000 or less may
be retained, sold, or otherwise disposed of with no further responsibility to the
federal awarding agency.
2. Items of equipment with a current per-unit fair market value in excess of $5,000
may be sold with the funds credited to the state/local HAVA election accounts in
an amount calculated by multiplying the current market value or proceeds from sale
by the HAVA (Federal and Matching Funds) share in the cost of the equipment.
F. Payment:
1. Expense Reports. To receive payment, the County shall submit its expense reports
using the Election Security Expenditure Worksheet in Attachment A as evidence
of allowable expenses. Expenses incurred outside of the Performance Period or in
excess of the County’s total Grant Funds award will not be reimbursed. The County
shall submit expense reports for 2022 Grant Funds no later than March 31, 2025
and 2024 Grant Funds no later than March 31, 2026.
2. Reimbursement. Subject to availability of funds and the terms of this agreement,
the DOS shall reimburse the County, up to the amount of Grant Funds identified in
section A(1), for Eligible Costs expended during the Performance Period.
3. Payment Frequency. The DOS may make approved reimbursement payments to
the County at intervals to be determined by the DOS.
4. Repayment. The County shall return any portion of reimbursements that was
misused in violation of any of the terms of this agreement. The County shall return
to the Commonwealth, within thirty (30) days of written request by DOS, all
reimbursed Grant Funds received that are not supported by audit or other federal or
state review of documentation maintained by the County. IF THE COUNTY
FAILS TO RETURN THE GRANT FUNDS, THE COMMONWEALTH
RESERVES THE RIGHT TO AVAIL ITSELF OF ALL LEGAL REMEDIES TO
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WHICH IT IS ENTITLED INCLUDING THE RIGHT TO OFFSET THE
AMOUNT DUE AGAINST ANY EXISTING OR FUTURE SUMS OF MONEY
OWED TO THE COUNTY BY ANY COMMONWEALTH ENTITY.
G. Effective Date and Termination
1. Effective Date. This agreement will become effective when it is fully executed by
the parties and all approvals required by Commonwealth contracting procedures
have been obtained, as indicated by the date of the last Commonwealth signature.
2. Termination for Convenience. The DOS may terminate this agreement by written
notice to the County for its convenience if the DOS determines termination is in its
best interest. In no event shall the County be entitled to recover any loss from the
Commonwealth due to its loss of Grant Funds.
3. Termination for Non-appropriation. The DOS’s obligation to make payments
during any Commonwealth fiscal year succeeding the current fiscal year shall be
subject to availability or appropriation of funds. When funds, state, federal, or both,
are not appropriated or otherwise made available to support continuation of
performance in a subsequent fiscal year period, the DOS may terminate this
agreement by written notice to the County. In no event shall the County be entitled
to recover any loss from the Commonwealth due to its loss of Grant Funds.
4. Termination for Cause. The DOS may terminate this agreement for any violation
of the terms of this agreement or for any violation of federal or state law. If it is
later determined that the DOS erred in terminating this agreement for cause, then,
at the DOS’s discretion, this agreement will be deemed to have been terminated for
convenience under section G(2). In no event shall the County be entitled to recover
any loss from the Commonwealth due to its loss of Grant Funds.
H. Miscellaneous:
1. Commonwealth Standard Terms. The County shall comply with the attached
Commonwealth’s Standard Terms and Conditions in Attachment B. All references
to “Grantee” in Attachment B mean the County.
2. The County shall not enter into any contract, in any way relating to this agreement,
with any party that has been debarred or suspended from either contracting with or
participating in any Commonwealth assistance program.
3. Representation of Authority. The individual signing this agreement on behalf of
the County directly and expressly represents and warrants that the individual has
been given and accepted authority to sign and execute this agreement on behalf of
the County and has informed the County’s governing body of all terms and
conditions of this agreement.
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4. Notices. All notices and reports arising out of, or from, the provisions of this
agreement must be in writing and provided to the parties at the addresses provided
below.
i. Any written notice to the Department under this agreement is
sufficient if mailed or emailed to:
PA Department of State
Bureau of Finance and Procurement
401 North Street, 308 North Office Building
Harrisburg, PA 17120-0600
Email: ra-st-pados-grants@pa.gov
ii. Any written notice to the County under this agreement is sufficient
if mailed or emailed to:
Franklin County
Franklin County Commissioners
272 N 2nd Street
Chambersburg, PA 17201-1642
Email: voter@co.franklin.pa.us
5. Amendments. Any amendments to this agreement, except in accordance with
sections A(3)-(4), shall be accomplished through a formal written document signed
by the parties with the same formality as the original Agreement.
6. Severability. The provisions of this agreement are severable. If any section or any
part of any section of this agreement is rendered void, invalid, or unenforceable by
any court of law, for any reason, such a determination will not render void, invalid,
or unenforceable any other section or part of any section of this agreement.
7. Electronic Signatures. This agreement may be signed electronically in accordance
with the Pennsylvania Electronic Transactions Act, Act 69 of 1999, 73 P.S. §
2260.301 et seq.
8. Integration. When fully executed by the parties, this agreement will be the final
and complete agreement between the parties containing all the terms and conditions
agreed on by the parties. All representations, understandings, promises, and
agreements pertaining to the subject matter of this agreement made prior to or at
the time this agreement is executed are superseded by this agreement, unless
specifically accepted by any other term or provision of this agreement. There are
no conditions precedent to the performance of this agreement, except as expressly
set forth in this agreement.
9. Counterparts. This agreement may be executed in counterparts, each of which is
deemed to be an original (including copies sent to a party by electronic
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transmission) as against the party signing the counterpart, but which together
constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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The parties, through their authorized representatives, have signed this agreement below.
Franklin County Commonwealth of Pennsylvania
Department of State
________________________________ _________________________________
Signature Signature
________________________________ _________________________________
Name Date Name Date
________________________________ _________________________________
Title Title
APPROVED AS TO FORM AND LEGALITY
_____________________________________
Office of Chief Counsel Date
_____________________________________
Office of General Counsel Date
_____________________________________
Office of Attorney General Date
SAP Vendor Number: 139068
Federal ID Number: 23-6003024
Fund: 7049000000 Cost Center: 1926001625
G/L Acct. #: 6600300 2024 IO#: S80830830000
2022 IO#: S80810810000
CFDA#: 90.404
2024 Amount: $5,103.32
2022 Amount: $12,353.32
Funds Commitment #: 4100093704
Comptroller Operations Date
Federal Funding Accountability and Transparency Act
Subrecipient Data Sheet
The Subgrantee must complete Federal Funding Accountability and Transparency Act
Subrecipient Data Sheet (FFATA Sheet) attached here. The FFATA Sheet is to be completed
and incorporated as part of this agreement.
Failure to provide accurate information for the Subgrantee named as a party to this agreement or
to complete the FFATA Sheet will cause the inability of the Commonwealth of Pennsylvania
(Commonwealth) to process this agreement and resulting in delay or loss of funds to the
Subgrantee. The Subgrantee’s documentation will be considered incomplete until such time that
Subgrantee provides accurate FFATA information.
(a)Registration and Identification Information – The Subgrantee must maintain a current full
registration that permits their entity registration to appear in a public search in the System for
Award Management or SAM (www.SAM.gov) at all times during which they have active
federal awards funded pursuant to this agreement. A Unique Entity Identifier (UEI) is issued
upon registration in SAM.gov. Subgrantee must provide its UEI, to the Commonwealth along
with the signed agreement.
(b)Primary Location - Subgrantee must provide to the Commonwealth the primary location of
performance under the award, including the city, State, and zip+4. If performance is to occur
in multiple locations, then Subgrantee must list the location where the most amount of the
award is to be expended pursuant to this agreement.
(c)Compensation of Officers - Subgrantee must provide to the Commonwealth the names and
total compensation of the five most highly compensated officers of the entity if-
1.the entity in the preceding fiscal year received—
a.80 percent or more of its annual gross revenues in Federal procurement contracts (and
subcontracts) and Federal awards (and subawards); and
b.$25,000,000 or more in annual gross revenues from Federal procurement contracts (and
subcontracts) and Federal awards; and
2.the public does not have access to information about the compensation of the senior
executives of the entity through periodic reports filed under section 13(a) or 15(d) of the
Securities Exchanges Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986. See FFATA § 2(b)(1).
If the Subgrantee does not meet the conditions listed above, then it must specifically affirm
to the Commonwealth that the requirements of this clause are inapplicable to the
Subgrantee. Subgrantee must provide information responding to this question along
with Subgrantee’s return of the signed agreement. The Commonwealth will not process
this agreement until such time that Subgrantee provides such information responding to
this question.
10/01/2024
[INSTRUCTIONS: Grantee must provide its assigned DUNS number, and DUNS + 4 number if applicable. Grantee must maintain current
Federal Funding Accountability and Transparency Act
Subrecipient Data Sheet
Subrecipient must provide information along with Subrecipient's return of the signed agreement. The Commonwealth will not process the agreement
until such time that Subrecipient provides such information.
REGISTRATION AND IDENTIFICATION INFORMATION
Unique Entity Identifier (UEI):
[INSTRUCTIONS: Subrecipient must provide its assigned UEI. Subrecipient must maintain current registration that
permits their entity registration to appear in a public search in SAM (www.SAM.gov) at all times during which they have active federal awards funded pursuant to this agreement. A UEI is issued upon registration in SAM.gov.]
PRIMARY LOCATION
City:
State:
Zip+4:
[INSTRUCTIONS: Subrecipient must provide to the Commonwealth the primary location of performance under the award, including the
city, State, and zip code including 4-digit extension. If performance is to occur in multiple locations, then Subrecipient must list the
location where the most amount of the award is to be expended pursuant to the agreement.]
COMPENSATION OF OFFICERS
Officer 1 Name:
Officer 1 Compensation:
Officer 2 Name:
Officer 2 Compensation:
Officer 3 Name:By marking the following box
Officer 3 Compensation: Subrecipient affirms they do not
Officer 4 Name: meet the conditions for reporting
Officer 4 Compensation: highly compensated officials
Officer 5 Name:
Officer 5 Compensation:
[INSTRUCTIONS: Subrecipient must provide to the Commonwealth the names and total compensation of the five most highly
compensated officers of the entity if --
1. the entity in the preceding fiscal year received—
a. 80 percent or more of its annual gross revenues in Federal procurement contracts (and subcontracts) and Federal awards (and
subawards); and
b. $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal awards; and
2. the public does not have access to information about the compensation of the senior executives of the entity through
periodic reports filed under section 13(a) or 15(d) of the Securities Exchanges Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104
of the Internal Revenue Code of 1986. See FFATA § 2(b)(1).
If the Subrecipient does not meet the conditions listed above, then it must specifically affirm to the Commonwealth that the
requirements of this clause are inapplicable to the Subrecipient.
1 0/01/2024
Chambersburg
Pennsylvania
17201
X
MNU2SG7YJNC5
ATTACHMENT B
STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
Page 1 of 11
1. DEFINITIONS
Capitalized terms used in these Commonwealth standard terms and conditions that are not
otherwise defined in these provisions have the meanings specified in the agreement to which they
are attached.
2. POLITICAL SUBDIVISION LIABILITY
The Grantee shall pay for any loss, liability, or expense that arises out of or is related to the
Grantee’s acts or omissions with respect to its obligations under this agreement, when a final
determination of liability on the part of the Grantee is established by a court of law or when
settlement has been agreed to by the Grantee. This provision may not be construed to limit the
Grantee’s rights, claims, or defenses that arise as a matter of law or pursuant to any other
provision of this agreement. This provision may not be construed to limit the Grantee’s immunity
under the Political Subdivision Tort Claims Act.
3. NONDISCRIMINATION/SEXUAL HARASSMENT
a. Representations. The Grantee represents that it is presently in compliance with and will
remain in compliance with all applicable federal, state, and local laws, regulations, and
policies relating to nondiscrimination and sexual harassment for the term of the
agreement. The Grantee shall, upon request and within the time periods requested by the
Commonwealth, furnish all necessary employment documents and records, including
EEO-1 reports, and permit access to its books, records, and accounts by the
Commonwealth for the purpose of ascertaining compliance with provisions of this
Nondiscrimination/Sexual Harassment Clause.
b. Nondiscrimination/Sexual Harassment Obligations. The Grantee shall not:
i. in any manner discriminate in the hiring of any employee(s) for the performance
of the activities required under this agreement or any subgrant agreement,
contract, or subcontract, by reason of race, gender, creed, color, sexual
orientation, gender identity or expression, or in violation of the Pennsylvania
Human Relations Act (“PHRA”) and applicable federal laws, against any citizen
of this Commonwealth who is qualified and available to perform the work to
which the employment relates.
ii. in any manner discriminate by reason of race, gender, creed, color, sexual
orientation, gender identity or expression, or in violation of the PHRA and
applicable federal laws, against or intimidate any of its employees.
iii. in any manner discriminate by reason of race, gender, creed, color, sexual
orientation, gender identity or expression, or in violation of the PHRA and
ATTACHMENT B
STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
Page 2 of 11
applicable federal laws, in the provision of services under this agreement or any
subgrant agreement, contract, or subcontract.
iv. in any manner discriminate by reason of race, gender, creed, color, sexual
orientation, gender identity or expression, or in violation of PHRA and applicable
federal laws, against any subgrantee, contractor, subcontractor, or supplier who is
qualified to perform the work to which this agreement relates.
v. in any manner discriminate against employees by reason of participation in or
decision to refrain from participating in labor activities protected under the
Public Employee Relations Act, Pennsylvania Labor Relations Act, or National
Labor Relations Act, as applicable, and to the extent determined by entities
charged with the Acts’ enforcement and shall comply with any provision of law
establishing organizations as employees’ exclusive representatives.
c. Establishment of Grantee Policy. The Grantee shall establish and maintain a written
nondiscrimination and sexual harassment policy that complies with the applicable law
and these Nondiscrimination/Sexual Harassment provisions and shall inform its
employees in writing of the policy. The policy must contain a provision that states that
sexual harassment will not be tolerated and employees who practice it will be disciplined.
For the entire period of this agreement, the Grantee shall: (1) post its written
nondiscrimination and sexual harassment policy or these Nondiscrimination/Sexual
Harassment provisions conspicuously in easily accessible and well-lighted places
customarily frequented by employees at or near where the grant activities are performed;
or (2) provide electronic notice of the policy or this clause to its employees not less than
annually.
d. Notification of Violations. The Grantee’s obligations pursuant to these provisions are
ongoing from the effective date and through the termination date of the agreement.
Accordingly, the Grantee shall notify the Commonwealth if, at any time during the term
of this agreement, it becomes aware of any actions or occurrences that would result in
violation of these provisions.
e. Cancellation or Termination of Agreement. The Commonwealth may cancel or
terminate this agreement and all money due or to become due under this agreement may
be forfeited for a violation of the terms and conditions of these Nondiscrimination/Sexual
Harassment provisions. In addition, the granting agency may proceed with debarment or
suspension and may place the Grantee in the Contractor Responsibility File.
f. Subgrant Agreements, Contracts, and Subcontracts. The Grantee shall include these
Nondiscrimination/Sexual Harassment provisions in its subgrant agreements, contracts,
and subcontracts with all subgrantees, contractors, and subcontractors providing goods or
services under this agreement. The incorporation of these provisions in the Grantor’s
subgrants, contracts, or subcontracts does not create privity of contract between the
Commonwealth and any subgrantee, contractor, or subcontractor, and no third-party
beneficiaries are created by those provisions. If the Grantee becomes aware of a
ATTACHMENT B
STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
Page 3 of 11
subgrantee’s, contractor’s, or subcontractor’s violation of these provisions, the Grantee
shall use its best efforts to ensure the subgrantee’s, contractor’s, or subcontractor’s
compliance with these provisions.
4. GRANTEE INTEGRITY
a. Definitions. For purposes of these Grantee Integrity Provisions, the following definitions
apply:
i. “Affiliate” means two or more entities where (a) a parent entity owns more than
50% of the voting stock of each of the entities; (b) a common shareholder or
group of shareholders owns more than 50% of the voting stock of each of the
entities; or (c) the entities have a common proprietor or general partner.
ii. “Grantee” means the individual or entity, that has entered into this agreement
with the Commonwealth.
iii. “Grantee Related Parties” means any Affiliates of the Grantee and the Grantee’s
executive officers, Pennsylvania officers and directors, or owners of five percent
or more interest in the Grantee.
iv. “Financial Interest” means ownership of more than a five percent interest in any
business or holding a position as an officer, director, trustee, partner, employee,
or holding any position of management.
v. “Gratuity” means tendering, giving, or providing anything of more than nominal
monetary value including, but not limited to, cash, travel, entertainment, gifts,
meals, lodging, loans, subscriptions, advances, deposits of money, services,
employment, or contracts of any kind. The exceptions set forth in the Governor’s
Code of Conduct, Executive Order 1980-18, as may be amended, 4 Pa. Code
§7.153(b), apply.
vi. “Non-Solicitation Award Process” means a method of awarding grants based on
predetermined criteria, without the solicitation of grant applications.
b. Representations and Warranties.
i. Grantee Representation and Warranties. The Grantee represents, to the best of
its knowledge and belief, and warrants that within the last five years neither the
Grantee nor Grantee Related Parties have:
1. been indicted or convicted of a crime involving moral turpitude or
business honesty or integrity in any jurisdiction;
ATTACHMENT B
STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
Page 4 of 11
2. been suspended, debarred, or otherwise disqualified from entering into
any contract with any governmental agency;
3. had any business license or professional license suspended or revoked;
4. had any sanction or finding of fact imposed as a result of a judicial or
administrative proceeding related to fraud, extortion, bribery, bid rigging,
embezzlement, misrepresentation or anti-trust; and
5. been, and are not currently, the subject of a criminal investigation by any
federal, state, or local prosecuting or investigative agency or civil anti-
trust investigation by any federal, state, or local prosecuting or
investigative agency.
ii. Grantee Explanation. If the Grantee cannot make the representations and
warranties set forth above at the time of its submission of its grant application or
if the agreement is awarded pursuant to a Non-Solicitation Award Process at the
time of the execution of the agreement, the Grantee shall submit a written
explanation outlining the reasons why it cannot make those representations and
warranties. The Commonwealth may, based on its evaluation of the explanation
provided, determine whether it is in the Commonwealth’s best interest to execute
the agreement.
iii. Further Representations. By submitting any bills, invoices, or requests for
payment pursuant to the agreement, the Grantee further represents that it has not
violated any of these Grantee Integrity Provisions during the term of the
agreement.
iv. Notice. The Grantee shall immediately notify the Commonwealth, in writing, if
at any time during the term of the agreement it becomes aware of any event that
would cause the Grantee's certification or explanation to change. The Grantee
acknowledges that the Commonwealth may, in its sole discretion, terminate the
agreement for cause if it learns that any of the certifications made in these
Grantee Integrity Provisions are currently false or misleading due to intervening
factual circumstances or were false or misleading or should have been known to
be false or misleading when entering into the agreement.
c. Grantee Responsibilities. During the term of this agreement, the Grantee shall:
i. maintain the highest standards of honesty and integrity.
ii. take no action in violation of any applicable laws, regulations, or other
requirements applicable to the Grantee that govern Commonwealth contracting
or grant administration.
iii. establish and implement a written business integrity policy that includes, at a
minimum, the requirements of these Grantee Integrity Provisions as they relate to
the Grantee’s activity with the Commonwealth and Commonwealth employees
and ensure that its employees comply with the policy.
ATTACHMENT B
STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
Page 5 of 11
iv. not accept, agree to give, offer, confer, agree to confer, or promise to confer,
directly or indirectly, any gratuity or pecuniary benefit to any person, or to
influence or attempt to influence any person in violation of any federal or state
law, regulation, executive order, statement of policy, management directive, or
bulletin applicable to the award of grants or the administration of this agreement.
v. not have a financial interest in any other subgrantee, contractor, subcontractor, or
supplier providing services, labor, or material under this agreement, unless the
financial interest is disclosed to the Commonwealth in writing and the
Commonwealth consents to Grantee’s financial interest. The Grantee must
disclose the financial interest to the Commonwealth at the time of submission of
its grant application, or if a Non-Solicitation Award Process is used, no later than
the date the Grantee signs the agreement. The Commonwealth shall be deemed to
have consented if the required disclosure is received and all of the required
Commonwealth signatures are affixed.
vi. comply with the requirements of the Lobbying Disclosure Act (65 Pa.C.S. §
13A01 et seq.) regardless of the method of award.
vii. comply with the requirements of Section 1641 of the Pennsylvania Election Code
(25 P.S. § 3260a) if this agreement was awarded pursuant to a Non-Solicitation
Award Process.
viii. immediately notify the Commonwealth or the Office of the State Inspector
General, in writing, when the Grantee has reason to believe that any breach of
ethical standards as set forth in law, the Governor’s Code of Conduct, or these
Grantee Integrity Provisions has occurred or may occur, including, but not
limited to, contact by a Commonwealth officer or employee, which, if acted
upon, would violate the ethical standards.
d. Investigations. If a State Inspector General investigation is initiated, the Grantee shall:
i. reimburse the Commonwealth for the reasonable costs of investigation incurred
by the Office of the State Inspector General for investigations of the Grantee’s
compliance with the terms of this or any other agreement between the Grantee
and the Commonwealth that results in the suspension or debarment of the
Grantee. The Grantee shall not be responsible for investigative costs for
investigations that do not result in the Grantee’s suspension or debarment.
ii. cooperate with the Office of the State Inspector General in its investigation of
any alleged Commonwealth agency or employee breach of ethical standards and
any alleged Grantee non-compliance with these Grantee Integrity Provisions and
make identified Grantee employees and volunteers available for interviews at
reasonable times and places.
iii. upon the inquiry or request of an Inspector General, provide, or if appropriate,
make promptly available for inspection or copying, any information of any type
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STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
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or form deemed relevant by the Office of the State Inspector General to Grantee's
integrity and compliance with these provisions. This information may include,
but is not be limited to, the Grantee's business or financial records, documents or
files of any type or form that refer to or concern this agreement.
e. Termination. For violation of any of these Grantee Integrity Provisions, the
Commonwealth may terminate this agreement and any other contract with the Grantee,
claim liquidated damages in an amount equal to the value of anything received in breach
of these Grantee Integrity provisions, claim damages for all additional costs and expenses
incurred in obtaining another grantee to complete performance under this agreement, and
debar and suspend the Grantee from doing business with the Commonwealth. These
rights and remedies are cumulative, and the use or non-use of any one does not preclude
the use of all or any other. These rights and remedies are in addition to those the
Commonwealth may have under law, statute, regulation, or otherwise.
f. Subcontracts. The Grantee shall include these Grantee Integrity Provisions in its
subgrant agreements, contracts, and subcontracts with all subgrantees, contractors, and
subcontractors providing goods or services under this agreement. The incorporation of
this provision in the Grantee’s subgrant agreements, contracts, and subcontracts shall not
create privity of contract between the Commonwealth and any subgrantee, contractor, or
subcontractor, and no third-party beneficiaries are created by the inclusion of these
provisions. If the Grantee becomes aware of a subgrantee’s, contractor’s, or
subcontractor’s violation of these provision, the Grantee shall use its best efforts to
ensure their compliance with these provisions.
5. CONTRACTOR RESPONSIBILITY
a. Definition. For the purpose of these provisions, the term “Contractor” means as any
person, including, but not limited to, a bidder, offeror, loan recipient, grantee or lessor,
who has furnished or performed or seeks to furnish or perform, goods, supplies, services,
leased space, construction or other activity, under a contract, grant, lease, purchase order
or reimbursement agreement with the Commonwealth. The term also includes a
permittee, licensee, or any agency, political subdivision, instrumentality, public authority,
or other public entity in the Commonwealth.
b. Contractor Representations.
i. The Contractor represents for itself and its subgrantees, contractors, and
subcontractors required to be disclosed or approved by the Commonwealth, that
as of the date of its execution of this agreement, that neither the Contractor, nor
any of its subgrantees, contractors, and subcontractors, are under suspension or
debarment by the Commonwealth or any governmental entity, instrumentality, or
authority and, if the Contractor cannot make this representation, the Contractor
shall submit, along with the agreement, a written explanation of why the
certification cannot be made.
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STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
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ii. The Contractor represents that, as of the date of its execution of this agreement, it
has no tax liabilities or other Commonwealth obligations, or has filed a timely
administrative or judicial appeal, if any liabilities or obligations exist, or is
subject to a duly approved deferred payment plan if any liabilities exist.
c. Notification. The Contractor shall notify the Commonwealth if, at any time during the
term of the agreement, it becomes delinquent in the payment of taxes, or other
Commonwealth obligations, or if it or, to the best of its knowledge, any of its
subgrantees, contractors, or subcontractors are suspended or debarred by the
Commonwealth, the federal government, or any other state or governmental entity. The
Contractor shall provide this notification within 15 days of the date of suspension or
debarment.
d. Default. The Contractor’s failure to notify the Commonwealth of its suspension or
debarment by the Commonwealth, any other state, or the federal government constitutes
an event of default of the agreement with the Commonwealth.
e. Reimbursement. The Contractor shall reimburse the Commonwealth for the reasonable
costs of investigation incurred by the Office of State Inspector General for investigations
of the Contractor's compliance with the terms of this agreement or any other agreement
between the Contractor and the Commonwealth that results in the suspension or
debarment of the Contractor. These costs include, but are not limited to, salaries of
investigators, including overtime; travel and lodging expenses; and expert witness and
documentary fees. The Contractor shall not be responsible for investigative costs for
investigations that do not result in the Contractor's suspension or debarment.
f. Suspension and Debarment List. The Contractor may obtain a current list of suspended
and debarred Commonwealth contractors by visiting the eMarketplace website at
http://www.emarketplace.state.pa.us and clicking the Debarment list tab.
6. AMERICANS WITH DISABILITIES ACT
a. No Exclusion. Pursuant to the Americans with Disabilities Act, 42 U.S. Code § 12101, et
seq., no qualified individual with a disability may, on the basis of the disability, be
excluded from participation in this agreement or from activities provided for under this
agreement.
b. Compliance. For all goods and services provided pursuant to this agreement, the Grantee
shall comply with Title II of the Americans with Disabilities Act, the "General
Prohibitions Against Discrimination” set forth in 28 C. F. R. § 35.130, and all other
regulations promulgated under Title II of the Americans with Disabilities Act that apply
to state and local governments.
c. Indemnification. The Grantee shall indemnify the Commonwealth against all third-party
claims, suits, demands, losses, damages, costs, and expenses, including without
limitation, litigation expenses, attorneys' fees, and liabilities, arising out of or in
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STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
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connection with the Grantee's failure or its employee’s or agent’s failure to comply with
the provisions of paragraph a, as determined by the Commonwealth in its sole discretion.
7. APPLICABLE LAW AND FORUM
This agreement is governed by and must be interpreted and enforced in accordance with the laws
of the Commonwealth of Pennsylvania (without regard to any conflict of laws provisions) and the
decisions of the Pennsylvania courts. The Grantee consents to the jurisdiction of any court of the
Commonwealth of Pennsylvania and any federal courts in Pennsylvania and waives any claim or
defense that such forum is not convenient or proper. Any Pennsylvania court or tribunal has in
personam jurisdiction over the Grantee, and the Grantee consents to service of process in any
manner authorized by Pennsylvania law. This provision may not be interpreted as a waiver or
limitation of the Commonwealth’s rights or defenses.
8. RIGHT TO KNOW LAW
a. Applicability. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104,
(“RTKL”) applies to this agreement.
b. Grantee Assistance. If the Commonwealth needs the Grantee’s assistance in any matter
arising out of the RTKL related to this agreement, the Commonwealth shall notify the
Grantee that it requires the Grantee’s assistance, and the Grantee shall provide to the
Commonwealth:
i. access to, and copies of, any document or information in the Grantee’s
possession (Requested Information) arising out of this agreement that the
Commonwealth reasonably believes is a public record under the RTKL, within
ten calendar days after receipt of written notification; and
ii. any other assistance as the Commonwealth may reasonably request, in order to
comply with the RTKL with respect to this agreement.
c. Trade Secret or Confidential Proprietary Information. If the Grantee considers the
Requested Information to include a Trade Secret or Confidential Proprietary Information,
as those terms are defined by the RTKL, or other information that the Grantee considers
exempt from production under the RTKL, the Grantee shall notify the Commonwealth
and provide, within seven calendar days of receipt of the written notice a written
statement, signed by a representative of the Grantee, that explains why the requested
material is exempt from public disclosure under the RTKL. If the Commonwealth
determines that the Requested Information is clearly not exempt from disclosure, the
Grantee shall provide the Requested Information to the Commonwealth within five
business days of receipt of written notice of the Commonwealth’s determination.
d. Reimbursement
i. Commonwealth Reimbursement. If the Grantee fails to provide the Requested
Information and the Commonwealth is ordered to produce the Requested
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STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
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Information, the Grantee shall reimburse the Commonwealth for any damages,
penalties, or costs that the Commonwealth may incur as a result of the Grantee’s
failure, including any statutory damages assessed against the Commonwealth.
ii. Grantor Reimbursement. The Commonwealth will reimburse the Grantee for
any costs that the Grantee incurs as a direct result of complying with these
provisions only to the extent allowed under the fee schedule established by the
Office of Open Records or as otherwise provided by the RTKL.
e. Challenges of Commonwealth Release. The Grantee may file a legal challenge to any
Commonwealth decision to release a record to the public with the Office of Open
Records, or in the Pennsylvania Courts, however, the Grantee shall reimburse the
Commonwealth for any legal expenses incurred by the Commonwealth as a result of the
challenge, including any damages, penalties or costs that the Commonwealth may incur
as a result of the Grantee’s legal challenge, regardless of the outcome.
f. Waiver. As between the parties, the Grantee waives all rights or remedies that may be
available to it as a result of the Commonwealth’s disclosure of Requested Information
pursuant to the RTKL.
g. Survival. The Grantee’s obligations contained in this Section survive the termination or
expiration of this agreement.
9. OFFSET
The Commonwealth may set off the amount of any state tax liability or other obligation of the
Grantee, or its subsidiaries, owed to the Commonwealth against any payments due the Grantee
under any contract between the Commonwealth and Grantee.
10. AUTOMATED CLEARING HOUSE (ACH) PAYMENTS
a. Payment Method. The Commonwealth shall make payments to the Grantee through the
Automated Clearing House (ACH). Within 10 days of the grant award, the Grantee must
submit or must have submitted its ACH information within its user profile in the
Commonwealth's Master Database. The Grantee may enroll to receive remittance
information via electronic addenda and email (e-Remittance). ACH and e-Remittance
information is available at the following:
https://www.budget.pa.gov/Services/ForVendors/Pages/Direct-Deposit-and-e-
Remittance.aspx
b. Unique Identifier. The Grantee must submit a unique invoice number with each invoice
submitted. The Commonwealth shall list the Grantee’s unique invoice number on its
ACH remittance advice to enable the Grantee to properly apply the state agency’s
payment to the respective invoice or program.
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STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
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c. ACH Information in the Commonwealth's Master Database. The Grantee shall
ensure that the ACH information contained in Commonwealth’s Master Database is
accurate and complete. The Grantee’s failure to maintain accurate and complete
information may result in delays in payments.
11. WORKER PROTECTION AND INVESTMENT
The Grantee shall comply with all applicable Pennsylvania state labor laws and worker safety
laws including, but not limited to, the following:
a. Construction Workplace Misclassification Act;
b. Employment of Minors Child Labor Act;
c. Minimum Wage Act;
d. Prevailing Wage Act;
e. Equal Pay Law;
f. Employer to Pay Employment Medical Examination Fee Act;
g. Seasonal Farm Labor Act;
h. Wage Payment and Collection Law;
i. Industrial Homework Law;
j. Construction Industry Employee Verification Act;
k. Act 102: Prohibition on Excessive Overtime in Healthcare;
l. Apprenticeship and Training Act; and
m. Inspection of Employment Records Law.
12. COMPLIANCE WITH LAW
The Grantee shall comply with all applicable federal, state, and local laws, regulations or
ordinances in the performance of this agreement.
13. FISCAL AND PROGRAM RECORDS AND AUDIT PROVISIONS
The Grantee shall maintain program and fiscal records as required by the Commonwealth and all
applicable federal requirements. For purposes of this agreement, “fiscal and program records”
include, but are not limited to: books; records; documents; sub-grants; sub-contracts; invoices,
receipts, and other evidence pertaining to the costs and expenses of this agreement; records
relating to services being provided; statistical information collected in the course of performing
services; policies and procedures; information relating to staff and job descriptions; and all
information necessary for the Grantee to perform the work required under the agreement.
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STANDARD TERMS AND CONDITIONS
GRANT AGREEMENTS
Pennsylvania Department of State
Commonwealth of Pennsylvania
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The Grantee shall maintain fiscal records to the extent and in such detail as will properly reflect
all net costs, direct and indirect, of labor, materials, equipment, supplies, services, and other costs
and expenses of whatever nature for which expenses or reimbursement is claimed under the
provisions of this agreement.
The Grantee shall make available, at reasonable times and at a site designated by the
Commonwealth, during the term of this agreement and the period set forth in the paragraph below
entitled “Record Retention Requirements,” any of the records for inspection, audit, or
reproduction by any authorized representative of the Commonwealth, including the Auditor
General and the Inspector General, and by Federal auditors.
14. RECORD RETENTION REQUIREMENTS
All records kept pursuant to Commonwealth and Federal requirements shall be preserved and
made available for a period of three (3) years from the date of final payment under this
agreement, unless other applicable Federal and State law requirements dictate a longer retention
period.
Records which relate to litigation or the settlement of claims arising out of the performance of
this agreement, or costs and expenses of this agreement as to which exception has been taken by
the auditors, shall be retained by the Grantee until such litigation, claims or exceptions have been
disposed of.
15. SENSITIVE DOCUMENTS AND INFORMATION
Neither the Grantee nor any of its officers, agents and employees shall release any sensitive
documents or information without the prior written approval of the Commonwealth. The term
“sensitive documents or information” shall mean a document or information that contains the
description, design, operational plan, or other vital information about election systems, facilities
or other critical infrastructure, or contains information about the operational protocols or
emergency response capabilities of state and local agency personnel, the content of which could
be used by anyone, including a terrorist or enemy of the United States, to plan an attack upon a
critical infrastructure system or facility located in Pennsylvania.