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HomeMy WebLinkAboutC10-143 Governor's Energy Off Comm Energy Coordinator GrantContract#C900672 ~ L:~~~ STATE OF COLORADO Governor's Energy Office Grant Agreement with Eagle County Government TABLE OF CONTENTS 1. PARTIES ...................................................................................................................................................................... ........ 1 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY ......................................................................................... ........ 1 3. RECITALS ................................................................................................................................................................... ........ 1 4. DEFINITIONS ............................................................................................................................................................. ........ 2 5. TERM and EARLY TERMINATION ......................................................................................................................... ........ 2 6. STATEMENT OF WORK ........................................................................................................................................... ........3 7. PAYMENTS TO GRANTEE ....................................................................................................................................... ........ 3 8. REPORTING -NOTIFICATION ................................................................................................................................ ........ 4 9. GRANTEE RECORDS ........................................................................................................................:....................... ........ 4 10. CONFIDENTIAL INFORMATION-STATE RECORDS ......................................................................................... ........ 5 11. CONFLICTS OF INTEREST .................................................................................................................................... ........ 5 12. REPRESENTATIONS AND WARRANTIES .......................................................................................................... ........ 5 13. INSURANCE ............................................................................................................................................................. ........ 6 14. BREACH .................................................................................................................................................................... ........7 15. REMEDIES ................................................................................................................................................................ ........ 7 16. NOTICES and REPRESENTATIVES ....................................................................................................................... ........9 17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE .................................................................. ...... 10 18. GOVERNMENTAL IMMUNITY ............................................................................................................................. ...... 10 19. STATEWIDE GRANT MANAGEMENT SYSTEM ................................................................................................ ...... 10 20. GENERAL PROVISIONS ......................................................................................................................................... ...... 10 21. COLORADO SPECIAL PROVISIONS .................................................................................................................... ...... 13 22. SIGNATURE PAGE .................................................................................................................................................. ...... 15 23. EXHIBIT A -STATEMENT OF WORK ................................................................................................................. ...... 16 1. PARTIES This Grant Agreement (hereinafter called "Grant") is entered into by and between Eagle County Government (hereinafter called "Grantee"), and the STATE OF COLORADO acting by and through the Governor's Energy Office (hereinafter called the "State" or "GEO"). 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY. This Grant shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse Grantee for any performance hereunder, including, but not limited to costs or expenses incurred, or be bound by any provision hereof prior to the Effective Date. 3. RECITALS A. Authority, Appropriation, And Approval Authority for the agency entering into this contract arises from CRS §24-38.5-101, et seq., and funds have been appropriated for this contract using federal funds from the U.S. Department of Energy (DOE) Award No. DE-EE0000913. These DOE funds are resulting from funding provided under the American Recovery and Reinvestment Act (ARRA) of 2009. The Grantee was awarded grant funding as a result of the competitive Community Energy Coordinator Grant - EECBG Request for Applications (RFA) issued on September 29, 2009. B. Consic[eration Page 1 of 22 Cto-l~~J The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Grant. C. D. 4. DEF A. B. The purpose of the Community Energy Coordinator grant is to provide funding to communities to develop and facilitate the implementation of a regional energy efficiency and conservation strategy. All references in this Grant to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. The following terms as used herein shall be construed and interpreted as follows: means the budget for the Work described in Exhibit A. "Evaluation" means the process of examining Grantee's Work and rating it based on criteria established in ~6 and Exhibit A. C. Exhibits and other Attachments The following are attached hereto and incorporated by reference herein: Exhibit A (Statement of Work), Exhibit B (Supplemental Provisions for Contracts, Grants, and Purchase Orders Using Funds Provided under the American Recovery and Reinvestment Act of 2009 As of 8-21-09) and Exhibit C (DOE Award No. DE-EE0000913 Terms and Conditions). D. means tangible material acquired, produced, or delivered by Grantee either separately or in on with the Services Grantee renders hereunder. E. Grant "Grant" means this Grant, its terms and conditions, attached exhibits, documents incorporated by reference under the terms of this Grant, and any future modifying agreements, exhibits, attachments or references incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies. F. Grant Funds "means available funds payable by the State to Grantee pursuant to this Grant. G. Party or Parties "Party" means the State or Grantee and "Parties" means both the State and Grantee. H. Program Grant. I. J. means the Supplemental Environmental Project grant program that provides the funding for this means examining Grantee's Work to ensure that it is adequate, accurate, correct and in with the criteria established in §6 and Exhibit A. means the required services to be performed by Grantee pursuant to this Grant. K. Sub-grantee "Sub-grantee" means third-parties, if any, engaged by Grantee to aid in performance of its obligations. L. Work "Work" means the tasks and activities Grantee is required to perform to fulfill its obligations under this Grant and Exhibit A, including the performance of the Services and delivery of the Goods. M. Work Product "Work Product" means the tangible or intangible results of Grantee's Work, including, but not limited to, software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts. 5. TERM and EARLY TERMINATION. Page 2 of 22 ~r The Parties respective performances under this Grant shall commence on the Effective Date. This Grant shall terminate on March 31, 2011 unless sooner terminated or further extended as specified elsewhere herein. 6. STATEMENT OF WORK A. Completion Grantee shall complete the Work and its other obligations as described herein and in Exhibit A on or before March 31, 2011. The State shall not be liable to compensate Grantee for any Work performed prior to the Effective Date or after the termination of this Grant. B. Goods and Services Grantee shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using the Grant Funds and shall not increase the maximum amount payable hereunder by the State. C. Employees All persons employed by Grantee or Sub-grantees shall be considered Grantee's or Sub-grantees' employee(s) for all purposes hereunder and shall not be employees of the State for any purpose as a result of this Grant. Page 3 of 22 7. PAYMENTS TO GRANTEE The State shall, in accordance with the provisions of this §7, pay Grantee in the following amounts and using the methods set forth below: A. Maximum Amount The maximum amount payable under this Grant to Grantee by the State is $125,000, as determined by the State from available funds. Grantee agrees to provide any additional funds required for the successful completion of the Work. Payments to Grantee are limited to the unpaid obligated balance of the Grant as set forth in Exhibit A. B. Payment i. Advance, Interim and Final Payments Any advance payment allowed under this Grant or in Exhibit A shall comply with State Fiscal Rules and be made in accordance with the provisions of this Grant or such Exhibit. Grantee shall initiate any payment requests by submitting invoices to the State in the form and manner set forth in approved by the State. ii. Interest The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced represents performance by Grantee previously accepted by the State. Uncontested amounts not paid by the State within 45 days may, if Grantee so requests, bear interest on the unpaid balance beginning on the 46th day at a rate not to exceed one percent per month until paid in full; provided, however, that interest shall not accrue on unpaid amounts that are subject to a good faith dispute. Grantee shall invoice the State separately for accrued interest on delinquent amounts. The billing shall reference the delinquent payment, the number of day's interest to be paid and the interest rate. iii. Available Funds-Contingency-Termination The State is prohibited by law from making fiscal commitments beyond the term of the State's current fiscal year. Therefore, Grantee's compensation is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions, set forth below. If federal funds are used with this Grant in whole or in part, the State's performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this Grant shall be made only from available funds encumbered for this Grant and the State's liability for such payments shall be limited to the amount remaining of such encumbered funds. If State or federal funds are not appropriated, or otherwise become unavailable to fund this Grant, the State may immediately terminate this Grant in whole or in part without further liability in accordance with the provisions herein. iv. Erroneous Payments At the State's sole discretion, payments made to Grantee in error for any reason, including, but not limited to overpayments or improper payments, and unexpended or excess funds received by Grantee, may be recovered from Grantee by deduction from subsequent payments under this Grant or other Grants, grants or agreements between the State and Grantee or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any party other than the State. C. Use of Funds Grant Funds shall be used only for eligible costs identified herein and/or in the Budget. 8. REPORTING -NOTIFICATION Reports, Evaluations, and Reviews required under this ~8 shall be in accordance with the procedures of and in such form as prescribed by the State and in accordance with § 19, if applicable. A. Performance, Progress, Personnel, and Funds Grantee shall submit a report to the State upon expiration or sooner termination of this Grant, containing an Evaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder. In addition, Grantee shall comply with all reporting requirements, if any, set forth in Exhibit A. B. Litigation Reporting Within 10 days after being served with any pleading in a legal action filed with a court or administrative agency, related to this Grant or which may affect Grantee's ability to perform its obligations hereunder, Grantee shall notify the State of such action and deliver copies of such pleadings to the State's principal representative as identified herein. If the State's principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of the GEO. C. Noncompliance Grantee's failure to provide reports and notify the State in a timely manner in accordance with this §8 may result in the delay of payment of funds and/or termination as provided under this Grant. D. Subcontract Copies of any and all subcontracts entered into by Grantee to perform its obligations hereunder shall be submitted to the State or its principal representative upon request by the State. Any and all subcontracts entered into by Grantee related to its performance hereunder shall comply with all applicable federal and state laws and shall provide that such subcontracts be governed by the laws of the State of Colorado. 9. GRANTEE RECORDS Grantee shall make, keep, maintain and allow inspection and monitoring of the following records: A. llaintt~nance Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records (the Record Retention Period) until the last to occur of the following: (i) a period of seven years after the date this Grant is completed or terminated, or (ii) final payment is made hereunder, whichever is later, or (iii) for such further period as may be necessary to resolve any pending matters, or (iv) if an audit is occurring, or Grantee has received notice that an audit is pending, then until such audit has been completed and its findings have been resolved (the "Record Retention Period"). B. Inspection Grantee shall permit the State, the federal government and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Grantee's records related to this Grant during the Record Retention Period for a period of seven years following termination of this Grant or final payment hereunder, whichever is later, to assure compliance with the terms hereof or to evaluate Grantee's performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the term of this Grant, including any extension. If the Work fails to conform to the requirements of this Grant, the State may require Grantee promptly to bring the Work into conformity with Grant requirements, at Grantee's sole expense. If the Work cannot be brought into conformance by re- perfortnance or other corrective measures, the State may require Grantee to take necessary action to ensure that future performance conforms to Grant requirements and exercise the remedies available under this Grant, at law or inequity in lieu of or in conjunction with such corrective measures. C. Monitoring Page 4 of 22 Grantee shall permit the State, the federal government, and other governmental agencies having jurisdiction, in their sole discretion, to monitor all activities conducted by Grantee pursuant to the terms of this Grant using any reasonable procedure, including, but not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checking, formal audit examinations, or any other procedures. All monitoring controlled by the State shall be performed in a manner that shall not unduly interfere with Grantee's performance hereunder. D. Final Audit Report If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this Grant, Grantee shall submit a copy of the final audit report to the State or its principal representative at the address specified herein. 10. CONFIDENTIAL INFORMATION-STATE RECORDS Grantee shall comply with the provisions on this § 10 if it becomes privy to confidential information in connection with its performance hereunder. Confidential information, includes, but is not necessarily limited to, state records, personnel records, and information concerning individuals. A. Confidentiality Grantee shall keep all State records and information confidential at all times and to comply with all laws and regulations concerning confidentiality of information. Any request or demand by a third party for State records and information in the possession of Grantee shall be immediately forwarded to the State's principal representative. B. Notification Grantee shall notify its agent, employees, Sub-grantees, and assigns who may come into contact with State records and confidential information that each is subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of such requirements before they are permitted to access such records and information. C. Use, Security, and Retention Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee or its agents in any way, except as authorized by this Grant or approved in writing by the State. Grantee shall provide and maintain a secure environment that ensures confidentiality of all State records and other confidential information wherever located. Confidential information shall not be retained in any files or otherwise by Grantee or its agents, except as permitted in this Grant or approved in writing by the State. D. Disclosure-Liability Disclosure of State records or other confidential information by Grantee for any reason may be cause for legal action by third parties against Grantee, the State or their respective agents. Grantee shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Grantee, or its employees, agents, Sub-grantees, or assignees pursuant to this §10. 11. CONFLICTS OF INTEREST Grantee shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of Grantee's obligations hereunder. Grantee acknowledges that with respect to this Grant, even the appearance of a conflict of interest is harmful to the State's interests. Absent the State's prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's obligations to the State hereunder. If a conflict or appearance exists, or if Grantee is uncertain whether a conflict or the appearance of a conflict of interest exists, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach of this Grant. 12. REPRESENTATIONS AND WARRANTIES Grantee makes the following specific representations and warranties, each of which was relied on by the State in entering into this Grant. A. Standard and Manner of Performance Page 5 of 22 Grantee shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in the industry, trades or profession and in the sequence and manner set forth in this Grant. B. Legal Authority -Grantee and Grantees Signatory Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions required by its procedures, by-laws, and/or applicable laws to exercise that authority, and to lawfully authorise its undersigned signatory to execute this Grant, or any part thereof, and to bind Grantee to its terms. If requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter into this Grant within 15 days of receiving such request. C. Licenses, Permits, Etc. Grantee represents and warrants that as of the Effective Date it has, and that at all times during the term hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorization required by law to perform its obligations hereunder. Grantee warrants that it shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to properly perform this Grant, without reimbursement by the State or other adjustment in Grant Funds. Additionally, all employees and agents of Grantee performing Services under this Grant shall hold all required licenses or certifications, if any, to perform their responsibilities. Grantee, if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for Grantee to properly perform the terms of this Grant shall be deemed to be a material breach by Grantee and constitute grounds for termination of this Grant. 13. INSURANCE Grantee and its Sub-grantees shall obtain and maintain insurance as specified in this section at all times during the term of this Grant: All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to Grantee and the State. A. Grantee i. Public Entities If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended (the "GIA"), then Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. Grantee shall show proof of such insurance satisfactory to the State, if requested by the State. Grantee shall require each Grant with Sub-grantees that are public entities, providing Goods or Services hereunder, to include the insurance requirements necessary to meet Sub- grantee's liabilities under the GIA. ii. Non-Public Entities If Grantee is not a "public entity" within the meaning of the GIA, Grantee shall obtain and maintain during the term of this Grant insurance coverage and policies meeting the same requirements set forth in §13(B) with respect to sub-Grantees that are not "public entities". B. Sub-Grantees Grantee shall require each Grant with Sub-grantees, other than those that are public entities, providing Goods or Services in connection with this Grant, to include insurance requirements substantially similar to the following: i. Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all of Grantee and Sub-grantee employees acting within the course and scope of their employment. ii. General Liability Commercial General Liability Insurance written on ISO occurrence form CG 00 O1 10/93 or equivalent, covering premises operations, lire damage, independent Grantees, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: (a)$1,000,000 each occurrence; (b) $1,000,000 general aggregate; (c) $1,000,000 products Page 6 of 22 and completed operations aggregate; and (d) $50,000 any one fire. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, Sub-grantee shall immediately obtain additional insurance to restore the full aggregate limit and furnish to Grantee a certificate or other document satisfactory to Grantee showing compliance with this provision. iii. Automobile Liability Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. iv. Additional Insured Grantee and the State shall be named as additional insured on the Commercial General Liability and Automobile Liability Insurance policies (leases and construction Grants require additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent). v. Primacy of Coverage Coverage required of Grantee and Sub-grantees shall be primary over any insurance or self-insurance program carried by Grantee or the State. vi. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal without at least 45 days prior notice to the Grantee and the State by certified mail. vii. Subrogation Waiver All insurance policies in any way related to this Grant and secured and maintained by Grantee or its Sub-grantees as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. C. Certificates Grantee and all Sub-grantees shall provide certificates showing insurance coverage required hereunder to the State within seven business days of the Effective Date of this Grant. No later than 15 days prior to the expiration date of any such coverage, Grantee and each Sub-grantee shall deliver to the State or Grantee certificates of insurance evidencing renewals thereof. In addition, upon request by the State at any other time during the term of this Grant or any sub-grant, Grantee and each Sub-grantee shall, within 10 days of such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this §13. 14. BREACH A. Defined In addition to any breaches specified in other sections of this Grant, the failure of either Party to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner, constitutes a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 20 days after the institution or occurrence thereof, shall also constitute a breach. B. Notice and Cure Period In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in §16. If such breach is not cured within 30 days of receipt of written notice, or if a cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued with due diligence, the State may exercise any of the remedies set forth in §15. Notwithstanding anything to the contrary herein, the State, in its sole discretion, need not provide advance notice or a cure period and may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. I5. REMEDIES If Grantee is in breach under any provision of this Grant, the State shall have all of the remedies listed in this § 15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period set forth in § 14(B). The State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively. Page 7 of 22 A. Termination for Cause and/or Brach If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion in accordance with the provisions of this Grant and in a timely manner, the State may notify Grantee of such non-perforniance in accordance with the provisions herein. If Grantee thereafter fails to promptly cure such non-performance within the cure period, the State, at its option, may terminate this entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform. Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. Grantee shall continue performance of this Grant to the extent not terminated, if any. i. Obligations and Rights To the extent specified in any termination notice, Grantee shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall terminate outstanding orders and sub-Grants with third parties. However, Grantee shall complete and deliver to the State all Work, Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within this Grant's terms. At the sole discretion of the State, Grantee shall assign to the State all of Grantee's right, title, and interest under such terminated orders or sub-Grants. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee in which the State has an interest. All materials owned by the State in the possession of Grantee shall be immediately returned to the State. All Work Product, at the option ofthe State, shall be delivered by Grantee to the State and shall become the State's property. ii. Payments The State shall reimburse Grantee only for accepted performance up to the date of termination. If, after termination by the State, it is determined that Grantee was not in breach or that Grantee's action or inaction was excusable, such termination shall be treated as a termination in the public interest and the rights and obligations of the Parties shall be the same as if this Grant had been terminated in the public interest, as described herein. iii. Damages and Withholding Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the State may withhold any payment to Grantee for the purpose of mitigating the State's damages, until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due to Grantee as the State deems necessary to protect the State, including loss as a result of outstanding liens or claims of former lien holders, or to reimburse the State for the excess costs incurred in procuring similar goods or services. Grantee shall be liable for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. B. Early Termination in the Public Interest The State is entering into this Grant for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, and/or Courts. If this Grant ceases to further the public policy of the State, the State, in its sole discretion, may terminate this Grant in whole or in part. Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee, which shall be governed by §15(A) or as otherwise specifically provided for herein. i. Method and Content The State shall notify Grantee of such termination in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Grant. ii. Obligations and Rights Upon receipt of a termination notice, Grantee shall be subject to and comply with the same obligations and rights set forth in §15(A)(i). iii. Payments If this Grant is terminated by the State pursuant to this §15(B), Grantee shall be paid an amount which bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily performed bear to the total Services covered by this Grant, less payments previously made. Additionally, if this Grant is less than 60% completed, the State may reimburse Grantee for a portion Page 8 of 22 of actual out-of-pocket expenses (not otherwise reimbursed under this Grant) incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder. C. Remedies Not Involving Termination The State, its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: i. Suspend Performance Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee shall promptly cease performance and incurring costs in accordance with the State's directive and the State shall not be liable for costs incurred by Grantee after the suspension of performance under this provision. ii. Withhold Payment Withhold payment to Grantee until corrections in until corrections in Grantee's performance are satisfactorily made and completed. iii. Deny Payment Deny payment for those obligations not performed, that due to Grantee's actions or inactions, cannot be performed or, if performed, would be of no value to the State; provided, that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. iv. Removal Demand removal of any of Grantee's employees, agents, or Sub-grantees whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest. v. Intellectual Property If Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Grant, Grantee shall, at the State's option (a) obtain for the State or Grantee the right to use such products and services; (b) replace any Goods, Services, or other product involved with non-infringing products or modify them so that they become non-infringing; or, (c) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products and refund the price paid therefore to the State. 16. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below. In addition to, but not in lieu of a hard- copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party tnay from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. A. State: Angie Fyfe, Local Program Manager Governor's Ener Office 1580 Logan Street, Suite 100 Denver, CO 80203 .-1n~Jic.Fvte%ci~state.co.us Ph: 303-866-2059 B. Grantee: Adam Palmer Eagle County Government P.O. Box 179 Eagle, CO 81631 Page 9 of 22 adam.palrnerlrr,!ca~ ounty.~s Ph: 970-328-8734 17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State's exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Grantee shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Grantee's obligations hereunder without the prior written consent of the State. 18. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of the Governmental Immunity Act and the risk management statutes, CRS §24-30-1501, et seq., as amended. 19. STATEWIDE GRANT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Grant is $100,000 or greater, either on the Effective Date or at anytime thereafter, this § 19 applies. Grantee agrees to be governed, and to abide, by the provisions of CRS §24-102-205, §24-102-206, §24-103- 601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state Grants and inclusion of Grant performance information in a statewide Grant management system. Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Grant, State law, including CRS §24-103.5-101, and State Fiscal Rules, Policies and Guidance. Evaluation and Review of Grantee's performance shall be part of the normal Grant administration process and Grantee's performance will be systematically recorded in the statewide Grant Management System. Areas of Evaluation and Review shall include, but shall not be limited to quality, cost and timeliness. Collection of information relevant to the performance of Grantee's obligations under this Grant shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of Grantee's obligations. Such performance information shall be entered into the statewide Grant Management System at intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30 days of the end of the Grant term. Grantee shall be notified following each performance Evaluation and Review, and shall address or correct any identified problem in a timely maintain work progress. Should the final performance Evaluation and Review determine that Grantee demonstrated a gross failure to meet the performance measures established hereunder, the Executive Director of the Colorado Department of Personnel and Administration (Executive Director), upon request by the GEO, and showing of good cause, may debar Grantee and prohibit Grantee from bidding on future Grants. Grantee may contest the final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS §24-105-102(6)), or (b) under CRS §24-105-102(6), exercising the debarment protest and appeal rights provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal of the debarment and reinstatement of Grantee, by the Executive Director, upon showing of good cause. 20. GENERAL PROVISIONS A. Assignment and SubGrants Grantee's rights and obligations hereunder are personal and may not be transferred, assigned or subGranted without the prior, written consent of the State. Any attempt at assignment, transfer, subGranting without Page 10 of 22 such consent shall be void. All assignments, subGrants, or Sub-grantees approved by Grantee or the State are subject to all of the provisions hereof. Grantee shall be solely responsible for all aspects of subGranting arrangements and performance. B. Binding Effect Except as otherwise provided in §20(A), all provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns. C. Captions The captions and headings in this Grant are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. D. Counterparts This Grant may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Grant represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions, deletions, or other changes hereto shall not have any force or affect whatsoever, unless embodied herein. F. Indemnification-General Grantee shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Grantee, or its employees, agents, Sub-grantees, or assignees pursuant to the terms of this Grant; however, the provions hereof shall not be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended. G. Jurisdction and Venue All suits, actions, or proceedings related to this Grant shall be held in the State of Colorado and exclusive venue shall be in the City and County of Denver. H. Modification i. By the Parties Except as specifically provided in this Grant, modifications of this Grant shall not be effective unless agreed to in writing by both parties in an amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law, State Fiscal Rules, and Office of the State Controller Policies, including, but not limited to, the policy entitled MODIFICATIONS OF GRANTS -TOOLS AND FORMS. ii. By Operation of Law This Grant is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Grant on the effective date of such change, as if fully set forth herein. I. Order of Precedence The provisions of this Grant shall govern the relationship of the State and Grantee. In the event of conflicts or inconsistencies between this Grant and its exhibits and attachments including, but not limited to, those provided by Grantee, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions, ii. The provisions of the main body of this Grant, iii. Exhibit B (Supplemental Provisions for Contracts, Grants, and Purchase Orders Using Funds Provided under the American Recovery and Reinvestment Act of 2009 As of 8-21-09); iv. Exhibit C (DOE Award No. DE-EE0000913 Terms and Conditions); v. Exhibit A (Statement of Work). Page 11 of 22 J. Severability Provided this Grant can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof. K. Survival of Certain Grant Terms Notwithstanding anything herein to the contrary, provisions of this Grant requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Grantee fails to perform or comply as required. L. Taxes The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K) and from all State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions apply when materials are purchased or services rendered to benefit the State; provided however, that certain political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though the product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State is prohibited from paying for or reimbursing Grantee for them. M. Third Party Beneficiaries Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party. Any services or benefits which third parties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. N. Waiver Waiver of any breach of a term, provision, or requirement of this Grant, or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 12 of 22 21. COLORADO SPECIAL PROVISIONS The Special Provisions apply to all Grants except where noted in italics. A. 1. CONTROLLER'S APPROVAL. CRS §24-30-202 (1). This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or designee. B. 2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. 3. GOVERNMENTAL IMMUNITY. No term or condition of this Grant shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, CRS X24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended. D. 4. INDEPENDENT CONTRACTOR Grantee shall perform its duties hereunder as an independent Grantee and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Unemployment insurance benefits shall be available to Grantee and its employees and agents only if such coverage is made available by Grantee or a third party. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Grant. Grantee shall not have authorization, express or implied, to bind the State to any Grant, liability or understanding, except as expressly set forth herein. Grantee shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents. E. 5. COMPLIANCE WITH LAW. Grantee shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. 6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this grant. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this Grant, to the extent capable of execution. G. 7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void. H. 8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this Grant shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Grant and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Grant, including, without limitation, immediate termination of this Grant and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. 9. EMPLOYEE FINANCIAL INTEREST. CRS §§24-18-201 and 24-50-507. Page 13 of 22 The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Grant. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee's services and Grantee shall not employ any person having such known interests. J. 10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental agreements] Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action. K. I1. PUBLIC GRANTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to Agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental Agreements, or information technology services or products and services] Grantee certifies, warrants, and agrees that it does not knowingly employ or Grant with an illegal alien who shall perform work under this Grant and shall confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Grant, through participation in the E-Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c), Grantee shall not knowingly employ or Grant with an illegal alien to perform work under this Grant or enter into a Grant with aSub-grantee that fails to certify to Grantee that the Sub-grantee shall not knowingly employ or Grant with an illegal alien to perform work under this Grant. Grantee (a) shall not use E-Verify Program or State program procedures to undertake pre- employment screening of job applicants while this Grant is being performed, (b) shall notify the Sub- grantee and the Granting State agency within three days if Grantee has actual knowledge that aSub-grantee is employing or Granting with an illegal alien for work under this Grant, (c) shall terminate the subGrant if aSub-grantee does not stop employing or Granting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Grantee participates in the State program, Grantee shall deliver to the Granting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Grantee fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the Granting State agency, institution of higher education or political subdivision may terminate this Grant for breach and, if so terminated, Grantee shall be liable for damages. L. 12. PUBLIC GRANTS WITH NATURAL PERSONS. CRS §24-76.5-101. Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this Grant. SPs Effective 1.1/09 Page 14 of 22 22. SIGNATURE PAGE Grant Routing Number THE PARTIES HERETO HAVE EXECUTED THIS GRANT * Persons signing for Grantee hereby swear and affirm that they are authorised to act on Grantee's behalf and acknowledge that the State is reh~ing on their representations to that effect. GRANTEE STATE OF COLORADO Eagle County Government By: Sara J. Fisher Bill Ritter, Jr. GOVERNOR Title: Chairman Eagle County Board of Commissioners Governor's Energy Office ,~ / Tom Plant, Director *Signature Date: ~/~ /~ O By: Tom Plant, Director Date: LEGAL REVIEW Jolm W. Suthers, Attorney General B_v: Signature -Assistant Attorney General Date: ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS X24-30-202 requires the State Controller to approve all State Grants. This Grant is not valid until signed and dated below by the State Controller or delegate. Grantee is not authorized to begin performance until such time. If Grantee begins performing prior thereto, the State of Colorado is not obligated to pay Grantee for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER David J. McDermott, CPA By: Date: Page 15 of 22 23. EXHIBIT A -STATEMENT OF WORK 1. PROJECT DESCRIPTION The general purpose of the Community Energy Coordinator (CEC) grant is the following: a) Build local capacity and position the region for future New Energy Economy activities. b) Develop the region's three-to-five year strategic sustainability plan and related action plans. c) Provide for knowledge transfer from GEO staff to the Community Energy Coordinator and the d) Position the region to more readily access GEO programs. e) Allow Colorado communities to successfully compete for national and international energy economic development and funding opportunities. 2. GRANTEE RESPONSIBILITIES The Grantee's designated CEC shall be responsible for the following activities: a) Convene an advisory board, made up of community stakeholders, who will provide regular input and feedback regarding the progress of the Partner's sustainability work in the community. b) Develop a strategic sustainability plan (STRATEGY) to specifically address plans to reduce fossil fuel emissions in the multiple jurisdictions covered under the grant. c) Coordinate community efforts to implement the STRATEGY and GEO Programs. d) Support the development of regional PACE program and approval of the program for a launch mid 2010. e) Conduct New Energy Economy community outreach and educational events at least quarterly. 1) Respond to energy-related grant proposals and manage awarded grants. g) Maintain information about community energy efficiency and renewable energy incentives and programs in the GEO database. h) Participate in GEO public outreach stakeholder group discussions. i) Grantee shall cooperate and collaborate with the counties of Gunnison and Pitkin on PACE and regionally with Garfield County during 2010. j) Participate in a formal quarterly review, to ensure efficient use of resources and evaluate progress k) Participate in GEO's Community Energy Coordinator training sessions. 1) Develop and or maintain partnerships with local utility providers, community groups active in energy and conservation activities, and local government leaders and elected officials. m) Communicate regarding GEO's renewable energy and energy efficiency programs. The Community Energy Coordinator will be expected to understand and participate in those programs, as applicable to their communities. 3. GRANTEE'S DELIVERABLES AND TIMELINE The following Deliverables and Timeline summarizes all deliverables to be delivered by Grantee to the GEO during the performance of this Grant, and the associated deliverables timeline. Grantee is obligated to perform and deliver deliverables, tasks, or other work not captured by this Summary and otherwise described in the Statement of Work or the Grant. Grantee shall be compensated only for work and services performed by Grantee and accented by the GEO aursuant to the terms of this Grant. Notification Due Date Determine the make-up of a community advisory board. The advisory board 45 days after Grant will consist of representation from each county and each city or town Effective date considered of adequate size for participation. Representation will include elected officials; city and county, utility provider, higher education, workforce development, and economic development staff; and community non-profit and businesses. Convene first advisory board meeting. 45 days after Grant Effective date Provide GEO with a preliminary assessment of the demand for GEO programs 30 days after initial Page 16 of 22 and requirements to implement in the region. GEO CEC training session Strategic Sustainability Plan will incorporate short-term (1-year) and longer Completed and term (3-5 year) goals and objectives. A plan for continuing efforts will be approved by the submitted as part of the final payment deliverables. advisory board and GEO within nine months of the Grant Effective date Develop an action plan to implement the STRATEGY. GEO and CEC will Completed and document a list of the tasks associated with the action plan. Action Plan shall approved by key include a minimum of the following topics: stakeholders and GEO a) Residential and commercial building audits and retrofits. within 60 days of the b) Plan to identify and utilize a Renewable Energy Development Team completion of the for EE and RE opportunities identified below: STRATEGY c) Outreach and Education plan to inform and educate the public and provide a call to action for energy efficiency (EE) and renewable energy (RE). d) Plan to attract new EE and RE businesses to the community. e) Plan to educate local EE and RE contractors regarding EE and RE opportunities provided by GEO programs. f) Plan to identify and address gaps in EE and RE training within the community. g) Plan to identify and explore residential, commercial, and utility scale renewable energy opportunities within the community. h) Plan to identify barriers to county-wide strategic plan implementation crossing jurisdictional and demographic boundaries. Recommendations for removal of barriers shall be identified. i) Plan to identify land use and transportation goals as it pertains to EE and Sustainability. j) Plan to implement aPACE-type financing program for energy efficiency and renewable ener y im rovements to existing buildin s. Facilitate the implementation of approved action plans for energy, water, waste Ongoing -post management as identified in the Action Plan above. completion of action plans GREENING GOVERNMENT -Serve as a local point of contact for the GEO Within 180 days of the Energy Performance Contracting (EPC) program. Develop an EPC feasibility Grant Effective date plan with the goal of reviewing all municipal and county buildings for ongoing EPC o ortunities. GREENING GOVERNMENT -CEC shall provide the county and municipal Within 180 days of the governments with a copy of the state's Environmentally Preferable Purchasing Grant Effective date policy, and recommend it as a guide to developing sustainable purchasing processes for local governments. ENERGY ASSESSMENT- Contact the local utility providers to determine the Develop short, mid, community's energy profile. The profile will specify the percentage of and long-term electricity, natural gas, and other heating fuels used in the residential, community clean commercial, industrial, and agricultural sectors. energy goals within 180 days of the Grant Effective Date LOCAL BUILDING CODES -Working with the Department of Local By December 2010 Affairs, develop a plan to upgrade residential and commercial building energy codes by February 2017 and identify Land Use Codes that impact the implementation of EE and RE projects. Page 17 of 22 Based on G EO training and local efforts already underway, advise the action By December 2010 plan to include as appropriate: • Working with the Colorado Department of Transportation, the GEO, and local go vernments, identify opportunities to reduce energy-related impacts of transportation. • Advise on material conservation plans to implement activities to reduce ener gy impacts. • Work with the Eagle River Watershed Council on water conservation plan implem entation. Deliver com munity energy and sustainability training, public outreach or Ongoing education. I n order to effectively provide outreach, the Grantee shall be responsible for the following: • Part icipate in GEO outreach program training • Acti vely seek opportunities to include the GEO's program messaging, usin g the tools provided by GEO. • Dist ribute GEO outreach program materials where appropriate. • Act as elevated "local subject experts" when needed for GEO call center in quiries. Grantee shal l develop a communications plan, which will provide details Within 45 days of the concerning web presence, messages, events and activities related to the scope Grant Effective Date of this contr act. Act as the community oint-of-contact for GEO programs, rebates, and ants On oin The CEC sh all regularly interact with GEO to ensure effective Each calendar quarter communications. GEO will conduct a formal quarterly review with the CEC during the Grant to ensure ef ficient use of resources and identify gaps in implementation. period 4. PERSONNEL Eagle County shall use Adam Palmer as the key point of contact for the CEC position. Yuri Kostick shall support these efforts or Grantee shall hire a subcontractor to support the efforts for CEC responsibilities. The CEC team shall participate, either in person or via web or telephone conference in the following GEO training programs: Support the adoption :Education on GEO programs and an outreach of GEO programs ;training for community event Develop an Energy ` Efficiency and ' Conservation ?STRATEGY template Strategy ~ "Best Practices" references Greening GEO Energy Performance Contracting (EPC) Government ~ processes, model contracts, training 'Environmentally Preferable Purchasing policy template and training i 'Fleet management template and training '', Guidelines to creating a Green Team 'Provide "Best Practices" references Local Program Manager (PM) and Regional Representatives Greening Government PM Page 18 of 22 Residential Energy ', Weatherization Program overview !Residential PM Efficiency 'Residential EE training Provide "Best Practices" references Commercial Energy ;Commercial EE training !Commercial PM Efficiency ;Provide "Best Practices" references Webinar(s) / in person training Local building codes :Training session -residential and commercial :Department of Local building energy codes !Affairs Provide "Best Practices" references Renewable energy :Overview of residential, commercial, and utility RE Team .scale renewable energy technologies Provide "Best Practices" references Transportation ~ Colorado Department of Transportation and DOLA ;Outside resource to provide best practices and overview regarding land use and energy-related impacts of transportation. Provide "Best Practices" references Material conservation 'i Pollution Prevention Advisory Board and Colorado i Outside resource ': Association for Recycling guide to develop a material conservation plan to implement activities to increase participation in material conservation programs, which reduce energy impacts. Water Conservation !Colorado Water Conservation Board overview of '' Outside resource water conservation strategies. Provide "Best Practices" references Green jobs Colorado Department of Labor and Employment ;Green Jobs !workforce development green jobs coordinator i Coordinator overview of training and employment opportunities. Provide "Best Practices" references Outreach and Greening community events best practices 'Public Outreach PM Education 'Outreach material templates ': Access to Information system training including Web interface and data management system Financing energy 'Templates 'Finance PM efficiency and !Best Practices renewables Ballot Language Grants, financing Power Purchase Agreements Calculating Carbon 'Colorado Carbon Fund guidance to calculate and CCF PM Emissions 'reduce carbon emissions. Page 19 of 22 Knowledge, Area Governor's Energy Office Will Provide z GEO Resourc __._._.. __....__ . .. >.__~~.v........... ..........~ Peer to Peer :Opportunity to meet and network with GEO New :Local PM Networking 'Energy Community Agents /Community Energy Coordinators _~~~~_ _. __. _ e._ .. _..~_. __ ~ ~. m_ _ , _ _ . __....... __.. __ ~_ _.. _._ _ ._._---~ ®.. Governor's Energy .Presentation from Governor's Energy Office GEO Director, Office Emerging ', director and technical experts -emerging topics, ', Deputy Director, Topics 'vision. 'others In addition to the training modules listed above, the CEC will have access to the GEO Regional Representatives for one-on-one guidance, as well as access to contacts at the Colorado Departments of Transportation, Natural Resources, Public Health and Environment, and Local Affairs to assist with the development of strategies and action plans noted in this Statement of Work. The CEC shall work a minimum of 20 and maximum of 40 hours per week. The CEC shall be available to the public during normal business hours and outside of business hours as required to attend related community events. The CEC shall return phone calls and e-mail correspondence within one business day of receipt. The CEC shall designate aback-up contact for occasions when the CEC is away from the office due to business- related events, illness, and vacation. The CEC will office at the following physical location: 3505 South Main Street, Lamar, CO 81052, with the CECs working remotely throughout the 6 counties from satellite offices to be determined. CECs shall be available via cell phones and email. The CEC shall have, at minimum, the following skills and abilities: a) Ability to effectively convey complex and new information in a public forum b) Written and verbal communication skills, including the ability to facilitate group discussions and develop consensus c) Excellent organization skills and the ability to provide timely follow-up d) Experience in community organizing or the non-profit sector e) Experience or education in a resource conservation field All announcements for the CEC position shall be posted in accordance with the State of Colorado's guidelines concerning the American Recovery and Reinvestment Act. 4.1 Replacement If a CEC must be replaced during the duration of this Grant, the Grantee shall act immediately to secure an acceptable, replacement, and will maintain a level of service acceptable to GEO in the interim. If an acceptable replacement cannot be found within 60 days, the GEO has the right to terminate this Grant. 4.2 Acceptance Criteria The GEO shall determine if deliverables meet a satisfactory level of completeness and quality. If GEO determines that a deliverable does not meet a satisfactory level, the GEO and the Grantee shall work together to bring the deliverable to a satisfactory level. If the Grantee is unable to meet a satisfactory level or completion, or does not provide deliverable in a timely fashion, the GEO may terminate this Grant. 5. PROJECT REPORTING Unless otherwise provided in this Grant or the exhibits hereto, Grantee shall be responsible for the following reporting requirements. Such written analysis shall be in accordance with the procedures developed and prescribed by the State. Required reports shall be submitted to the GEO not later than the end of each calendar month, or at such time as otherwise specified. The preparation of reports in a timely manner shall Page 20 of 22 be the responsibility of Grantee and failure to comply may result in the delay of payment of funds and/or termination of this Grant. 5.1 Monthly Progress Reports Grantee shall submit, on a monthly basis, a written progress report analyzing the performance under this Grant. The report shall refer to the status of work to be performed pursuant to this Grant and shall include a description of the deliverables and tasks completed during the reporting period. The report shall contain all associated DOE project metrics as identified by the GEO. In addition, the report shall include a description of any findings or results, any unanticipated outcomes or roadblocks encountered, and any potential future applications of project results. The report shall indicate clearly whether work is proceeding according to schedule, ahead of schedule or behind schedule. If the work is behind schedule, the report shall include a summary of the reasons for the delay and a plan of action to bring the project back on schedule, which shall be subject to review and approval by the GEO prior to implementation. 5.2 Monthly Jobs Reporting -ARRA Grantee shall submit, on a monthly basis, a jobs reporting spreadsheet. This report shall be in accordance with procedures and in such form as identified in Attachment 1, Subrecipient Reporting, attached hereto in electronic format and incorporated by reference herein. 5.3 Semi-Annual Reports Grantee shall produce and submit to the GEO Program Manager aSemi-Annual Narrative Progress Report (September 30, 2010, December 31, 2010) of the project that shall provide a technical accounting of the total work performed, and shall contain a comprehensive description of the work tasks specified herein, the results achieved, documenting the success/lessons learned/technology transfer of the project. The semi-annual report shall include a one page summarization of jobs created, jobs retained, economic impacts and environmental impacts of the project as well as any assumptions used to determine that information. Specific required reporting related to public information shall be included as part of this final report. This information will be used by the GEO's communications team to inform the public of project results via various strategies including press releases, case studies and on the GEO Web site. Please use this as an opportunity to document your achievements through the Project's work. Include the following: a. Project summary narrative: This should summarize the project achievements in no more than two paragraphs. Include, at minimum, the needs that the project addressed, what the goals were, whether or not those goals were achieved, what audience the project served, and how much the project cost in total including how much of that was GEO funding. Include any project specific information that is not covered above. b. A summary of quantifiable metrics associated with the project along with a narrative description of the methodology behind those calculations. Depending on the project, this will include ARRA required metrics, such as jobs created/retained or energy saved, or project specific metrics such as number of individuals trained or number of workshops held. c. Project constituent testimonials/quotes: This should include press release worthy statements of the project's importance from participants and managers. For example, a school that received funding from solar panels can include a statement from the principal, the building energy manager and a teacher. d. Before and after photos if applicable. If the project allows for photos to communicate the work, please include electronic tiles with the final report. For example, if an inefficient boiler is replaced with a new efficient one, take photos of the old boiler as it is removed, and take photos of the new one when it is installed. If possible, try to get people in the photos. e. hlclude any associated maps, charts, graphs or graphics created as a result of the project. Include a list of the project's partners, and their logos. g. A summary of any communications to AND from the public associated with the project. For example, this could include press releases, advertising, and event participation, speaking engagements Page 21 of 22 or newsletters. In addition it should include any surveys results, frequently asked questions or other records of constituent correspondence gathered during the project. li. A media relations contact for the funded organization and a media relations contact for the proiect constituent. The Final Report submitted under this Grant shall be submitted in draft form for GEO's review not later than two weeks prior to the end date of the Grant term, with the final document due within two weeks 6. PAYMENT 6.1 Billing Procedures Payments shall be made in accordance with the provisions set forth in the Grant and this Exhibit A. The State shall pay Grantee the reasonable, allocable, and allowable costs for work performed based on satisfactory progress of the work defined in this Grant. Grantee shall be compensated only for work and services performed by Grantee and accepted by the GEO pursuant to the terms of this Grant. Payment shall also be contingent upon GEO's timely receipt and acceptance of required reports described herein. Grantee shall be reimbursed no more than once a month based on the submission of a Request. for Payment form provided by the GEO. There shall be no cost reimbursement under this Grant. Grantee is responsible for the payment of fringe benefits and direct and indirect costs associated with the CEC. This includes the cost of travel, office expenses, and supplies. The GEO shall withhold payment of the final ten percent (10%) of the total Grant arnount until Grantee has submitted and the GEO has accepted all required narrative progress reports enumerated in this Grant. 6.2 Payment Structure 6.2.1. Grantee shall receive an advance payment in the amount of 25% of the total Grant amount upon Grant execution. 6.2.2. Grantee shall receive an additional 10% of the total Grant amount upon the GEO's acceptance of the STRATEGY action plan deliverable. 6.2.3. Grantee shall receive an additional 10% of the total Grant amount upon the GEO's acceptance of the STRATEGY implementation plan deliverable. 6.2.4. Grantee shall receive equal monthly installments of the remaining balance through the duration of this Grant and upon the GEO's acceptance of required deliverables and reports described herein. 7. Project Promotion and Grantee's Knowledge of GEO and DOE Support To the extent GEO deems appropriate to further program objectives, GEO shall utilize the media to promote the project, and GEO shall request the cooperation of Grantee if and as necessary. Grantee shall credit the Colorado Governor's Energy Office and the U. S. Department of Energy as a funding source on all news releases, brochures, technical papers, and other promotional or informational material and shall include a statement that such support by GEO and DOE does not constitute their endorsement of the views expressed in the article. See Exhibit C for specific DOE requirements. 8. Testing and Acceptance Criteria The GEO shall evaluate this Project through review of Grantee submitted progress reports. The GEO may also conduct on-site monitoring to determine whether Grantee met the performance goals. The GEO will inform Grantee in advance of such monitoring. Page 22 of 22