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HomeMy WebLinkAboutC11-099 Governor's Energy Office Grant STATE OF COLORADO • GOVERNOR'S ENERGY OFFICE GRANT with EAGLE COUNTY GOVERNMENT AMENDMENT 1 Amendment #1 Original Grant CMS # 19839 Amendment CMS# C900672 j 63 I I 1) PARTIES This Amendment to the above- referenced Original Grant (hereinafter called the Grant) is entered into by and between Eagle County Government (hereinafter called "Grantee "), and the STATE OF COLORADO, for the use and benefit of the Governor's Energy Office (hereinafter called the "State" or "GEO "). 2) EFFECTIVE DATE AND ENFORCEABILITY This Amendment shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee (hereinafter called the "Effective Date "), but shall be effective and enforceable thereafter in accordance with its provisions. 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) FACTUAL RECITALS The Parties entered into the Grant to develop and facilitate the implementation of a regional energy efficiency and conservation strategy. 4) CONSIDERATION 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. 5) LIMITS OF EFFECT This Amendment is incorporated by reference into the Grant, and the Grant and all prior amendments thereto, if any, remain in full force and effect except as specifically modified herein. 6) AMENDMENTS. The Grant and all prior amendments thereto, if any, are modified as follows: a. Term and Early Termination The Grant termination date shall be extended through September 30, 2011. b, Statement of Work The completion date shall be extended through September 30, 2011. c. Exhibit A, Statement of Work The modified Statement of Work reflecting a change to the Grantee's deliverables and timeline is attached hereto and incorporated by reference herein as Exhibit A -1. 7) EFFECTIVE DATE OF AMENDMENT The effective date hereof is upon approval of the State Controller. 8) ORDER OF PRECEDENCE Except for the Special Provisions, in the event of any conflict, inconsistency, variance, or contradiction between the provisions of this Amendment and any of the provisions of the Grant, the provisions of this Amendment shall in all respects supersede, govern, and control. The most recent version of the Special Provisions incorporated into the Grant or any amendment shall always control other provisions in the Grant or any amendments. 9) AVAILABLE FUNDS Financial obligations of the state payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, or otherwise made available. Page l of 2 .(( ✓01161 r THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT * Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and acknowledge that the State is relying on their representations to that effect. GRANTEE STATE OF COLORADO Eagle County Government John W. Hickenlooper GOVERNOR Governor's Energy Office By: Jon Stavney Title: Chai I gle County Bo�+1 of i ommissioners Ili, AA I By: *Signature Byl D eora, Director ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24 -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. Grantor 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: rC- c .----e------- Date: J - ,?o _ r, I I Page2of2 Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government 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 region. 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) Conduct New Energy Economy community outreach and educational events at least quarterly. e) Respond to energy - related grant proposals and manage awarded grants. f) Maintain information about community energy efficiency and renewable energy incentives and programs in the GEO database. g) Participate in GEO public outreach stakeholder group discussions. h) Grantee shall cooperate and collaborate with the counties of Gunnison, Pitkin, and Garfield County on coordinating Energy Smart for homes, business, and schools. i) Participate in a formal quarterly review, to ensure efficient use of resources and evaluate progress j) Participate in GEO's Community Energy Coordinator training sessions. k) Develop and or maintain partnerships with local utility providers, community groups active in energy and conservation activities, and local government leaders and elected officials. 1) 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 accepted by the GEO pursuant to the terms of this Grant. Deliverable Written Report or 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. Page 1 of 8 Exh bit A -1 to Contract #C900672 between the GEO and Eagle County Government Conven$ f first advisory board meeting. 45 days after Grant Effective date Provide IGEO with a preliminary assessment of the demand for GEO programs 30 days after initial and regi4irements 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 by August 31, 2011 Develop) an action plan to implement the STRATEGY. GEO and CEC will Completed and documefit 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. as an addendum to the b) Plan to identify and utilize a Renewable Energy Development Team STRATEGY by for EE and RE opportunities identified below: August 31, 2011 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 a PACE -type financing program for energy )efficiency and renewable energy improvements to existing buildings. Facilitatle 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 Completion by April Energy Performance Contracting (EPC) program. Develop an EPC feasibility 30, 2011 plan with the goal of reviewing all municipal and county buildings for ongoing EPC opportunities. GREE 11 G GOVERNMENT - CEC shall provide the county and municipal Completion by April governments with a copy of the state's Environmentally Preferable Purchasing 30, 2011 policy, and recommend it as a guide to developing sustainable purchasing processes for local governments. ENERGY USE, GHG INVENTORY, AND REDUCTION STRATEGY — Completed by July Complete a comprehensive GHG inventory for Eagle County including 31s 2011. baseline, energy use data, and strategic approaches with expected GHG reductions to meet 20% GHG reduction goal from baseline by 2020. LOCAL, BUILDING CODES — Working with the Eagle Valley Alliance for Ongoing Sustaina@bility and all jurisdictions within Eagle County, develop a plan to Page 2 of 8 Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government upgrade residential and commercial building energy codes by February 2017 and identify Land Use Codes that impact the implementation of EE and RE projects. Based on GEO training and local efforts already underway, advise the action By August 31, 2011 plan to include as appropriate: • Working with the Colorado Department of Transportation, the GEO, and local governments, identify opportunities to reduce energy - related impacts of transportation. • Advise on material conservation plans to implement activities to reduce energy impacts. • Work with the Eagle River Watershed Council on water conservation plan implementation. Deliver community energy and sustainability training, public outreach or Ongoing education. In order to effectively provide outreach, the Grantee shall be responsible for the following: • Participate in GEO outreach program training • Actively seek opportunities to include the GEO's program messaging, using the tools provided by GEO. • Distribute GEO outreach program materials where appropriate. • Act as elevated "local subject experts" when needed for GEO call center inquiries. Grantee shall 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 contract. Act as the community point -of- contact for GEO programs, rebates, and grants Ongoing The CEC shall 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 efficient 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: Knowledge Area Governor's Energy Office Will Provide GEO Resource Support the adoption Education on GEO programs and an outreach Local Program of GEO programs training for community event Manager (PM) and Develop an Energy Regional Efficiency and Representatives Conservation STRATEGY template Strategy "Best Practices" references Greening GEO Energy Performance Contracting (EPC) Greening Government processes, model contracts, training Government PM Environmentally Preferable Purchasing policy template and training Fleet management template and training Page 3 of 8 Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government Knowi+ dge Area Governor's Energy Office Will Provide GEO Resource Guidelines to creating a Green Team Provide "Best Practices" references Residenti Al 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 Pollution Prevention Advisory Board and Colorado 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 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 Page 4 of 8 Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government • Knowledge Area Governor's. Energy Office Will Provide GEO Resource 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. Peer to Peer Opportunity to meet and network with GEO New Local PM Networking Energy Community Agents / Community Energy Coordinators 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 a back -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 Page 5 of 8 Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government 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 tb bring the deliverable to a satisfactory level. If the Grantee is unable to meet a satisfactory level or ompletion, or does not provide deliverable in a timely fashion, the GEO may terminate this Grant. 5. PROJ CT REPORTING Unle otherwise provided in this Grant or the exhibits hereto, Grantee shall be responsible for the follovi'ing reporting requirements. Such written analysis shall be in accordance with the procedures develpped 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 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 a 1dition, 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 of 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. 54 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. 53 Semi -Annual Reports Grantee shall produce and submit to the GEO Program Manager a Semi- 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 ascription of the methodology behind those calculations. Depending on the project, this will Page 6 of 8 Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government 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 files 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. Include any associated maps, charts, graphs or graphics created as a result of the project. f. 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 or newsletters. In addition it should include any surveys results, frequently asked questions or other records of constituent correspondence gathered during the project. h. A media relations contact for the funded organization and a media relations contact for the project 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 thereafter. 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 amount 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 Page 7 of 8 Exhi it A -1 to Contract #C900672 between the GEO and Eagle County Government To th extent GEO deems appropriate to further program objectives, GEO shall utilize the media to prom to the project, and GEO shall request the cooperation of Grantee if and as necessary. Grantee shall redit the Colorado Governor's Energy Office and the U. S. Department of Energy as a funding sourc on all news releases, brochures, technical papers, and other promotional or informational mater al and shall include a statement that such support by GEO and DOE does not constitute their endor ement of the views expressed in the article. See Exhibit C for specific DOE requirements. 8. T sting and Acceptance Criteria The EO 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 8 of 8 Contract#C900672 Routing # CMS , 416 3' 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 � j t 9. GRANTEE RECORDS 4 4 4_ 4 10. CONFIDENTIAL INFORMATION -STATE RECORDS 5 11. CONFLICTS OF INTEREST 5 12. REPRESENTATIONS AND WARRANTIES Fe.dc rat Funds 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. Consideration Page 1 of 22 The Parkies acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Grant. C. Purpose 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. D. Referen :es All referpnces 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. 4. DEFINITIONS The following terms as used herein shall be construed and interpreted as follows: A. Budget "Budget's means the budget for the Work described in Exhibit A. B. Evaluation "Evaluation" means the process of examining Grantee's Work and rating it based on criteria established in §6 and Exhibit A. C. Exhibits i 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 thAmerican Recovery and Reinvestment Act of 2009 As of 8- 21 -09) and Exhibit C (DOE Award No. DE- E0000913 Terms and Conditions). D. Goods "Goods" means tangible material acquired, produced, or delivered by Grantee either separately or in conjunction 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 incorporaMted herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies. F. Grant Funds "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 "Program" means the Supplemental Environmental Project grant program that provides the funding for this Grant. I. Review "Review's means examining Grantee's Work to ensure that it is adequate, accurate, correct and in accordance with the criteria established in §6 and Exhibit A. J. Services "Services ' means the required services to be performed by Grantee pursuant to this Grant. K. Sub - grant e "Sub - gr tee" 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 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. 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, Page 3 of 22 be recovered from Grantee by deduction from subsequent payments under this Grant or other G r nts, grants or agreements between the State and Grantee or by other appropriate methods and co eced as a debt due to the State. Such funds shall not be paid to any party other than the State. C. Use of unds Grant F ds 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 firm as prescribed by the State and in accordance with §19, if applicable. A. Perfor ance, Progress, Personnel, and Funds Grantee shall submit a report to the State upon expiration or sooner termination of this Grant, containing an Evaluat n 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. Litigati n Reporting Within l0 days after being served with any pleading in a legal action filed with a court or administrative agency, elated to this Grant or which may affect Grantee's ability to perform its obligations hereunder, Grantee ha11 notify the State of such action and deliver copies of such pleadings to the State's principal represe tive as identified herein. If the State's principal representative is not then serving, such notice and copies s 1 be delivered to the Executive Director of the GEO. C. Nonco liance Grantee failure to provide reports and notify the State in a timely manner in accordance with this §8 may result in a delay of payment of funds and/or termination as provided under this Grant. D. Subcontract Copies odf 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. Maintenance Grantee Shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all recor s, documents, communications, notes and other written materials, electronic media files, and commu cations, pertaining in any manner to the Work or the delivery of Services (including, but not limited t the operation of programs) or Goods hereunder. Grantee shall maintain such records (the Record Retentioi 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. Inspectio i 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 Gran during the Record Retention Period for a period of seven years following termination of this Grant or mal payment hereunder, whichever is later, to assure compliance with the terms hereof or to evaluate rantee'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- performance 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 ■IN7 Grante shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligen e in the industry, trades or profession and in the sequence and manner set forth in this Grant. B. Legal uthority — Grantee and Grantees Signatory Grante warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions require by its procedures, by -laws, and/or applicable laws to exercise that authority, and to lawfully authori e its undersigned signatory to execute this Grant, or any part thereof, and to bind Grantee to its terms. I requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter into thin 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 i shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authori tion required by law to perform its obligations hereunder. Grantee warrants that it shall maintain all nece sary licenses, certifications, approvals, insurance, permits, and other authorizations required to properlyl perform this Grant, without reimbursement by the State or other adjustment in Grant Funds. Additially, all employees and agents of Grantee performing Services under this Grant shall hold all require 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 Colorade and has designated a registered agent in Colorado to accept service of process. Any revocation, withdra'ral 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 d its Sub - grantees shall obtain and maintain insurance as specified in this section at all times during th 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. Publ c Entities If antee 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 abilities under the GIA. Grantee shall show proof of such insurance satisfactory to the State, if req ested by the State. Grantee shall require each Grant with Sub - grantees that are public entities, pro iding Goods or Services hereunder, to include the insurance requirements necessary to meet Sub - gr tee's liabilities under the GIA. li. 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 §1.303) with respect to sub - Grantees that are not "public entities ". B. Sub - Gr a tees Grantee hall require each Grant with Sub - grantees, other than those that are public entities, providing Goods o Services in connection with this Grant, to include insurance requirements substantially similar to the folio ing: i. Wor er's Compensation Wo er'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 01 10/93 or equiiralent, covering premises operations, fire 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. 15. 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 - performance 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. Exercis0 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 of the State, shall be delivered by Grantee to the State and shall become the State's property. ii. Payments Th4 State shall reimburse Grantee only for accepted performance up to the date of termination. If, after terrination 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 int est, as described herein. iii. D mages and Withholding Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State for y 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 exc ss costs incurred by the State in procuring from third parties replacement Work, Services or sub titute Goods as cover. B. Early T mination in the Public Interest The Stat is entering into this Grant for the purpose of carrying out the public policy of the State of Colorad , as determined by its Governor, General Assembly, and/or Courts. If this Grant ceases to further the publi policy of the State, the State, in its sole discretion, may terminate this Grant in whole or in part. Exercise y the State of this right shall not constitute a breach of the State's obligations hereunder. This subsecti 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 effe4tive 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 tights 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 bear$ 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 may 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 Energy Office 1580 Logan Street, Suite 100 Denver, CO 80203 Angie.Fyfe @,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.palmer(eaglecounty.us 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, material$, 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 Wok 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 Govemn ental Immunity Act, CRS §24 -10 -101, et seq., as amended. Liability for claims for injuries to persons qr 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 Immunit} Act and the risk management statutes, CRS §24 -30 -1501, et seq., as amended. 19. STATEWIDE GRANT MANAGEMENT SYSTEM If the ma*imum 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 ees to be governed, and to abide, by the provisions of CRS §24 -102 -205, §24 -102 -206, §24 -103- 601, §24- 03.5 -101 and §24 -105 -102 concerning the monitoring of vendor performance on state Grants and inclusion f 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 condition 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 timelines Collection of information relevant to the performance of Grantee's obligations under this Grant shall be d termined 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 rant Management System at intervals established herein and a final Evaluation, Review and Rating sh 11 be rendered within 30 days of the end of the Grant term. Grantee shall be notified following each perf rmance Evaluation and Review, and shall address or correct any identified problem in a timely manner and maintain work progress. Should they 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, ma* 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 tights 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 attomey 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 Govemniental 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. Severab ility 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 • Notwitljtanding 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 Static is exempt from all federal excise taxes under IRC Chapter 32 (No. 84- 730I23K) and from all State and local government sales and use taxes under CRS § §39 -26 -101 and 201 et seq. Such exemptions apply wxen materials are purchased or services rendered to benefit the State; provided however, that certain politicalisubdivisions (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 Enforce*nent of this Grant and all rights and obligations hereunder are reserved solely to the Parties, and not to third party. Any services or benefits which third parties receive as a result of this Grant are incident to the Grant, and do not create any rights for such third parties. N. Waive Waive f any breach of a term, provision, or requirement of this Grant, or any right or remedy hereunder, whether xplicitly 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 i I 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 §24 -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 hatsoever in the service or property described in this Grant. Grantee has no interest and shall not acquire tiny interest, direct or indirect, that would conflict in any manner or degree with the performance of Granteeis 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. [NotAplicable to intergovernmental agreements] Subject to CRS §24 - - 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. 11. PUBCLIC 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 emplpyment 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 a Sub - 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 - employrnent 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 a Sub -grantee is employing or Granting with an illegal alien for work under this Grant, (c) shall terminate the subGrant if a Sub -grurtee 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 participaties 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 tate agency, institution of higher education or political subdivision may terminate this Grant for breach , if so terminated, Grantee shall be liable for damages. L. 12. PUBLIC GRANTS WITH NATURAL PERSONS. CRS §24 - 76.5 - 101. Grantee, f a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury thjat 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 f l f K p Grant Routing Number 1 ei $3 y ' THE PARTIES HERETO HAVE EXECUTED THIS GRANT * Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and acknowledge that the State is relying 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 Q ` 6 skA• Tom Plant, Director ignature Date: 4 I 0/ I 0 : Tom Plant, Director Date: 74/I 6 LEGAL REVIEW John W. Suthers, Attorney General By: Signature - Assistant Attorney General Date: ALL GRANTS REOUIRE APPROVAL BY THE STATE CONTROLLER CRS §24 -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 1 RO ER Davi cDer ' A Jr 'I By: Date: ° y, Page 15 of 22 23. EXHIBIT — STATEMENT OF WORK 1. PR JECT DESCRIPTION The gen r al purpose of the Community Energy Coordinator (CEC) grant is the following: a) uild local capacity and position the region for future New Energy Economy activities. b) evelop 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 region. d) Position the region to more readily access GEO programs. e) Allow Colorado communities to successfully compete for national and international energy dconomic 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 ftiel emissions in the multiple jurisdictions covered under the grant. c) oordinate community efforts to implement the STRATEGY and GEO Programs. d) upport the development of regional PACE program and approval of the program for a launch mid ?.010. e) Conduct New Energy Economy community outreach and educational events at least quarterly. f) Despond to energy - related grant proposals and manage awarded grants. g) Maintain information about community energy efficiency and renewable energy incentives and ograms in the GEO database. h) 'cipate in GEO public outreach stakeholder group discussions. i) rantee shall cooperate and collaborate with the counties of Gunnison and Pitkin on PACE and r gionally with Garfield County during 2010. Ij) P icipate in a formal quarterly review, to ensure efficient use of resources and evaluate progress k) P rticipate 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 accepted by the GEO pursuant to the terms of this Grant. Deliverable Written Report or Notification Due Date Determine the make -up of a community advisory board. The advisory board 45 days after Grant will consist clf 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 developments and economic development staff; and community non - profit and businesses. Convene firs 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 vigsmomork 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 fmal 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 a PACE -type financing program for energy efficiency and renewable energy improvements to existing buildings. 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 opportunities. 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 GEO 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 gc vernments, identify opportunities to reduce energy- related impacts of transportation. • Addrise on material conservation plans to implement activities to reduce energy impacts. • Work with the Eagle River Watershed Council on water conservation plan implementation. Deliver community energy and sustainability training, public outreach or Ongoing education. In order to effectively provide outreach, the Grantee shall be responsible for the following: • Participate in GEO outreach program training • Actively seek opportunities to include the GEO's program messaging, using the tools provided by GEO. • Distribute GEO outreach program materials where appropriate. • Act las elevated "local subject experts" when needed for GEO call center inquiries. Grantee shall develop a communications plan, which will provide details Within 45 days of the concerning *reb presence, messages, events and activities related to the scope Grant Effective Date of this contract. Act as the community point -of- contact for GEO programs, rebates, and grants Ongoing The CEC shall 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 efficient 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: Knowledge Area Governor's Energy Office Will Provide GEO Resource Support the adoption Education on GEO programs and an outreach Local Program of GEO programs training for community event Manager (PM) and Develop an Energy Regional Efficiency and Representatives Conservation STRATEGY template Strategy "Best Practices" references Greening GEO Energy Performance Contracting (EPC) Greening Government processes, model contracts, training Government PM Environmentally Preferable Purchasing policy template and training Fleet management template and training Guidelines to creating a Green Team Provide `Best Practices" references Page 18 of 22 nawled e Area Governor's Energy Office Will Provide GEO Resource 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 "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 I Material conservation Pollution Prevention Advisory Board and Colorado Outside resource Association for Recycling guide to develop a material conservation plan to implement activities to I increase participation in material conservation I 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 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 R efficiency and Best Practices renewables Ballot Language Grants, financing Power Purchase Agreements I Calculating Carbon Colorado Carbon Fund guidance to calculate and CCF PM I Emissions reduce carbon emissions. I _ _ _ _ Page 19 of 22 1 Knowledge Area Governor's Energy Office Will Provide GEO Resource Peer to Peer Opportunity to meet and network with GEO New Local PM Networking Energy Community Agents / Community Energy Coordinators Governor's Onergy Presentation from Governor's Energy Office GEO Director, Office Emerging 1 director and technical experts — emerging topics, Deputy Director, I Topics 1 vision. �_� others ___I In addition td the training modules listed above, the CEC will have access to the GEO Regional Representatives for one- on -oee 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 duringnormal business hours and outside of business hours as required to attend related community events. The EC shall return phone calls and e-mail correspondence within one business day of receipt. The CEC shall designate a back -up contact for occasions when the CEC is away from the office due to business- related event, 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 skids and abilities: a) Abili to effectively convey complex and new information in a public forum b) Writt n and verbal communication skills, including the ability to facilitate group discussions and devel p consensus c) Exce ent organization skills and the ability to provide timely follow -up d) Expe 'ence in community organizing or the non-profit sector e) Exp 'ence or education in a resource conservation field All announcenients 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 Repiace0ent If a CEC mint 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 Acceptan a Criteria The GEO sh 1 determine if deliverables meet a satisfactory level of completeness and quality. If GEO determines th a deliverable does not meet a satisfactory level, the GEO and the Grantee shall work together to bring the deli rable to a satisfactory level. If the Grantee is unable to meet a satisfactory level or completion, or does not pr vide 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 nmbnth, 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 a Semi - 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 fmal 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 files with the fmal 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. Include any associated maps, charts, graphs or graphics created as a result of the project. f. 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. h. A media relations contact for the funded organization and a media relations contact for the prof $ct 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 thereaftet. 6. PAYMENT 6.1 Haling Procedures Payntents shall be made in accordance with the provisions set forth in the Grant and this Exhibit A. The Stata 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 respotnsible for the payment of fringe benefits and direct and indirect costs associated with the CEC. This ncludes the cost of travel, office expenses, and supplies. The GEO shall withhold payment of the final ten percent (10 %) of the total Grant amount 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. Projec Promotion and Grantee's Knowledge of GEO and DOE Support To the ex nt GEO deems appropriate to further program objectives, GEO shall utilize the media to promote the proje , 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 hat such support by GEO and DOE does not constitute their endorsement of the views expressed in the arti le. See Exhibit C for specific DOE requirements. 8. Testi g and Acceptance Criteria The GEO hall evaluate this Project through review of Grantee submitted progress reports. The GEO may also cond ct on -site monitoring to determine whether Grantee met the performance goals. The GEO will inform Gr ntee in advance of such monitoring. Page 22 of 22 • Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government 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 region. 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) Conduct New Energy Economy community outreach and educational events at least quarterly. e) Respond to energy - related grant proposals and manage awarded grants. f) Maintain information about community energy efficiency and renewable energy incentives and programs in the GEO database. g) Participate in GEO public outreach stakeholder group discussions. h) Grantee shall cooperate and collaborate with the counties of Gunnison, Pitkin, and Garfield County on coordinating Energy Smart for homes, business, and schools. i) Participate in a formal quarterly review, to ensure efficient use of resources and evaluate progress j) Participate in GEO's Community Energy Coordinator training sessions. k) Develop and or maintain partnerships with local utility providers, community groups active in energy and conservation activities, and local government leaders and elected officials. 1) 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 accepted by the GEO pursuant to the terms of this Grant. Deliverable Written Report or 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. Page 1 of 8 Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government 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 and requ trements to implement in the region. GEO CEC training session Strategic Sustainability Plan will incorporate short-term (1 -year) and longer Completed and term (3 -f 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 by August 31, 2011 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. as an addendum to the b) Plan to identify and utilize a Renewable Energy Development Team STRATEGY by for EE and RE opportunities identified below: August 31, 2011 c) Outreach and Education plan to inform and educate the public and rovide a call to action for energy efficiency (EE) and renewable ergy (RE). d) Ian to attract new EE and RE businesses to the community. e) lan to educate local EE and RE contractors regarding EE and RE opportunities provided by GEO programs. f) Flan 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 c$ossing 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) an to implement a PACE -type financing program for energy e ficiency and renewable energy improvements to existing buildings. 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 Completion by April Energy Performance Contracting (EPC) program. Develop an EPC feasibility 30, 2011 plan with the goal of reviewing all municipal and county buildings for ongoing EPC opportunities. GREENING GOVERNMENT - CEC shall provide the county and municipal Completion by April governments with a copy of the state's Environmentally Preferable Purchasing 30, 2011 policy, and recommend it as a guide to developing sustainable purchasing processes for local governments. ENERGY USE, GHG INVENTORY, AND REDUCTION STRATEGY — Completed by July Complete a comprehensive GHG inventory for Eagle County including 31 2011. baseline energy use data, and strategic approaches with expected GHG reductions to meet 20% GHG reduction goal from baseline by 2020. LOCAL $UILDING CODES — Working with the Eagle Valley Alliance for Ongoing Sustainablity and all jurisdictions within Eagle County, develop a plan to Page 2 of 8 • Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government upgrade residential and commercial building energy codes by February 2017 and identify Land Use Codes that impact the implementation of EE and RE projects. Based on GEO training and local efforts already underway, advise the action By August 31, 2011 plan to include as appropriate: • Working with the Colorado Department of Transportation, the GEO, and local governments, identify opportunities to reduce energy - related impacts of transportation. • Advise on material conservation plans to implement activities to reduce energy impacts. • Work with the Eagle River Watershed Council on water conservation plan implementation. Deliver community energy and sustainability training, public outreach or Ongoing education. In order to effectively provide outreach, the Grantee shall be • responsible for the following: • Participate in GEO outreach program training • Actively seek opportunities to include the GEO's program messaging, using the tools provided by GEO. • Distribute GEO outreach program materials where appropriate. • Act as elevated "local subject experts" when needed for GEO call center inquiries. Grantee shall 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 contract. Act as the community point -of- contact for GEO programs, rebates, and grants Ongoing The CEC shall 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 efficient 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: Knowledge Area Governor's Energy Office Will Provide GEO Resource Support the adoption Education on GEO programs and an outreach Local Program of GEO programs s training for community event Manager (PM) and Develop an Energy { Regional Efficiency and Representatives Conservation STRATEGY template Strategy "Best Practices" references Greening GEO Energy Performance Contracting (EPC) Greening Government processes, model contracts, training i Government PM Environmentally Preferable Purchasing policy template and training Fleet management template and training ! f Page 3 of 8 Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government Knowledge Area Governor's Energy Office Will Provide GEO Resource 1 1 Guidelines to creating a Green Team j Provide "Best Practices" references 6 i Residential Energy Weatherization Program overview � Residential PM Efficiency Residential EE training Provide "Best Practices" references _ _,,,,_ ..., f Commercial Energy € Commercial EE training Commercial PM Efficiency Provide "Best Practices" references Webinar(s) / in person training Local building codes l Training session - residential and commercial Department of Local building energy codes Affairs Provide "Best Practices" references Renewable energy I Overview of residential, commercial, and utility RE Team scale renewable energy technologies l � Provide "Best Practices" references Transporta4tion 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 Pollution Prevention Advisory Board and Colorado Outside resource Association for Recycling guide to develop a 1 material conservation plan to implement activities to I l increase participation in material conservation programs, which reduce energy impacts. 1 Water Conservation Colorado Water Conservation Board overview of Outside resource 1 water conservation strategies. Provide "Best Practices" references Green jobs Colorado Department of Labor and Employment Green Jobs workforce development green jobs coordinator Coordinator overview of training and employment opportunities. i Provide "Best Practices" references l Outreach d Greening community events best practices w Public Outreach PM i Education Outreach material templates 1 Access to Information system training including Web interface and data management system 1 Page 4 of 8 • Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government Knowledge Area I Governor's Energy Office Will Provide GEO Resource Financing energy Templates r Finance PM efficiency and Best Practices renewables l Ballot Language Grants, financing Power Purchase Agreements Calculating Carbon e Colorado Carbon Fund guidance to calculate andCCF PM Emissions reduce carbon emissions. � ` I Peer to Peer Opportunity to meet and network with GEO New Local PM Networking ° Energy Community Agents / Community Energy Coordinators Governor's Energy Presentation from Governor's Energy Office GEO Director, Office Emerging director and technical experts — emerging topics, Deputy Director, Topics vision. l 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 a back -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 Page 5 of 8 • Exhi iit A -1 to Contract #C900672 between the GEO and Eagle County Government 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 cpmpletion, or does not provide deliverable in a timely fashion, the GEO may terminate this Grant. 5. PROJECT REPORTING Unlest 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 be the responsibility of Grantee and failure to comply may result in the delay of paymont 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 G #ant 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 oiitcomes 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 orl, behind schedule. If the work is behind schedule, the report shall include a summary of the re sons for the delay and a plan of action to bring the project back on schedule, which shall be su ject to review and approval by the GEO prior to implementation. 5. Monthly Jobs Reporting — ARRA G ntee shall submit, on a monthly basis, a jobs reporting spreadsheet. This report shall be in act;ordance 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 G ntee shall produce and submit to the GEO Program Manager a Semi - Annual Narrative Pr gress Report (September 30, 2010, December 31, 2010) of the project that shall provide a to hnical 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 pr ject as well as any assumptions used to determine that information. Specific required reporting rel ted to public information shall be included as part of this final report. This information will be us d by the GEO's communications team to inform the public of project results via various str tegies including press releases, case studies and on the GEO Web site. Please use this as an op ortunity 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 spe oject cost in total including how much of that was GEO funding. Include any project c 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 Page 6 of 8 • Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government 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 files 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. Include any associated maps, charts, graphs or graphics created as a result of the project. f. 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 or newsletters. In addition it should include any surveys results, frequently asked questions or other records of constituent correspondence gathered during the project. h. A media relations contact for the funded organization and a media relations contact for the project 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 thereafter. 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 amount 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 Page 7 of 8 Exhibit A -1 to Contract #C900672 between the GEO and Eagle County Government 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 8 of 8 EXhibit B to Grant No. C900672 between the GEO and Eagle County Government State of Colorado 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 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with ARRA Funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "ARRA" means the American Recovery and Reinvestment Act of 2009, (Public Law 111 -5). 1.2. "ARRA Funds" means any funds that are expended or obligated from appropriations made under ARRA. 1.3. "ARRA Project" means a project or program funded directly by or assisted, in whole or in part, by ARRA Funds. 1.4. "Contract" means the contract to which these Supplemental Provisions are attached and includes a grant contract or a loan contract. 1.5. "Contracting Entity" means a Prime Recipient, a Subrecipient, or a Recipient Vendor. 1.6. "Contractor" means the party or parties to the Contract other than the Prime Recipient and includes a grantee, subgrantee, or a borrower. For purposes of ARRA reporting, Contractor is either a Subrecipient or a Recipient Vendor under this Contract. 1.7. "Entity" means a governmental body; legally recognized for profit or nonprofit business organization, such as a corporation, limited liability company, or partnership; or sole proprietor and excludes individual recipients of Federal assistance. 1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282). 1.9. "Prime Recipient" means a Colorado State Agency or Institution of Higher Education that receives ARRA Funds directly from a Federal Agency in the form of a grant, loan, or cooperative agreement. 1.10. "Subcontractor" means an Entity engaged by Contractor to provide goods or perform services in connection with this contract. 111. " Subrecipient" means a non - Federal Entity receiving ARRA Funds through a Prime Recipient to support the performance of the ARRA Project for which the ARRA Funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal award to the Prime Recipient, including program compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee. 1.12. "Supplemental Provisions" means these Supplemental Provisions for Contracts and Grants Using Funds Provided under the American Recovery and Reinvestment Act of 2009, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado Agency or Institution of Higher Education. 1.13. "Vendor" means a dealer, distributor, merchant or other seller providing goods or services required for a project or program funded by ARRA. A Vendor is not subject to all the terms and conditions of the Federal award, and all program compliance requirements do not pass through to a Vendor. However, a Vendor may be subject to selected program compliance requirements. See §22 of these Supplemental Provisions. 1.13.1 "Recipient Vendor" means a Vendor that receives ARRA Funds from a Prime Recipient. 1.13.2 "Subrecipient Vendor" means a Vendor that receives ARRA Funds from a Subrecipient. Page 1 of 4 Exhibit B to Grant No. C900672 between the GEO and Eagle County Government 2. Complian :e. Contractor shall comply with all applicable provisions of ARRA and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. ARRA Contracts and Subcontracts. Contractor shall include these Supplemental Provisions in all of its contracts Ond subcontracts using ARRA Funds, in whole or in part, and shall provide written notification of revisions hlereto to all parties to such contracts or subcontracts in accordance with §2 above. Contractor shall ensure that all subcontractors comply with applicable provisions of ARRA. 4. Debarred 4 Suspended Entities. Contractor shall not enter into any contract or subcontract in connection with this C ntract with a party that has been debarred or suspended from contracting with the Federal Government or the State of Colorado. See Excluded Parties List System at https: / /www.epls.gov /. 5. Conflict ol1Laws. In the event of a conflict between the laws of the State of Colorado or these Supplemental Provisions n d ARRA, ARRA shall control. 6. Whistle Blower Protection. ARRA §1553. Contractor shall not discharge, demote or otherwise discriminate against an mployee as a reprisal for disclosures by the employee of information that the employee reasonably believes is vidence of: (a) gross mismanagement of a contract or grant relating to ARRA Funds; (b) a gross waste of AItRA Funds; (c) a substantial and specific danger to public health or safety related to the implementation or use of ARRA Funds; (d) an abuse of authority related to implementation or use of ARRA Funds; or (0) a violation of law, rule, or regulation related to a contract, including the competition for or negotiation of a contract or grant, awarded or issued relating to ARRA Funds. Contractor shall post a notice of the rights and remedies available to employees under ARRA §1553 in all workplaces where employees perform work that is funded in whole or in part by money authorized under the ARRA. A sample notice can be found at www.recov ry.gov / ?q= content/whistleblower- information. Contractor specifically acknowledges that Contractor and its em oyees are aware of and shall abide by the provisions of ARRA §1553. Contractor shall include the language and requirements of this subsection ('Whistleblower Protection under §1553 of the ARRA ") in all of its contracts aid agreements with employees, subcontractors and anyone else who performs work on behalf of Contractor. 7. False Clair Act. 31 U.S.C. § §3729 -3733. Contractor shall refer promptly to an appropriate Federal Inspector General an credible evidence that a principal, employee, agent, contractor, subgrantee, subcontractor or other person has ommitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertai ing to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving ARRA funds. 8. Reporting Of Fraud, Waste, and Abuse. Contractor shall also refer promptly to the Colorado Office of the State Contr Tier (OSC) any credible evidence that a principal, employee, agent, contractor, subgrantee, subcontractor, or other person has committed a criminal or civil violation of laws pertaining to fraud, waste, and abuse involving ARRA Funds. The OSC shall report such incidents of misconduct to the appropriate State Agency and appropriate Federal authority. Contact information for reporting fraud, waste, and abuse to the OSC is loca ed at http:// www. coiorado. gov/ dpa/ dfp/ sco/contracts /ARRA/ARRA_Main_Page.htm 9. Inspection f Records. ARRA § §902, 1515. Contractor shall permit the United States Comptroller General and his or h r representatives or any representative of an appropriate Inspector General appointed under §3 or §8G of the I spector General Act of 1978, as amended (5 U.S.C. App.) to: (a) examine any records of the Contractor any of its Subcontractors that directly pertain to, and involve transactions relating to this Contract or any contr ct or subcontract using ARRA Funds; and (b) interview any officer or employee of Contractor or any of its Subcontractors regarding such transactions. Contractor shall permit the State of Colorado, the Federal GovMernment or any other duly authorized agent of a governmental agency with jurisdiction to audit, inspect, examine, excerpt, copy and /or transcribe Contractor's or such Subcontractor's records during the term of this Contact and for a period of three years following termination of this Contract or final payment hereunder, whichever isl later, to assure compliance with these terms or to evaluate Contractor's performance hereunder. Page 2 of 4 Exhibit B to Grant No. C900672 between the GEO and Eagle County Government 10. Wage Rate Requirements — Davis -Bacon Wage Determinations. ARRA §1606. Contractor and its Subcontractors shall pay all laborers and mechanics employed on ARRA Projects by Contractor or any of its Subcontractors at wage rates not less than those prevailing on projects of a character similar in the locality, as determined by the United States Secretary of Labor in accordance with Subchapter IV of Chapter 31 of Title 40 of the United States Code. The Secretary of Labor's determination regarding the prevailing wages applicable in Colorado is available at http:// www.gpo.gov /davisbacon /co.html. 11. Job Opportunity Posting Requirements. Governor's Executive Order D 01409. Contractor shall post notice of job openings created by ARRA funded projects on the Colorado Department of Labor and Employment job website, http : / /www.connectingcolorado.com. In the performance of this duty, Contractor and any of its Subcontractors shall post jobs on Connecting Colorado Job Site that clearly designates the job opening as an ARRA job in a form and manner prescribed by the Colorado Department and Labor and Employment. 12. Buy American Requirement - Construction. ARRA §1605. All iron, steel and manufactured goods used in any ARRA Project for the construction, alteration, maintenance, or repair of a public building or public work shall be produced in the United States in a manner consistent with United States obligations under international agreements. This requirement can be waived only by the awarding Federal Agency in limited situations. 13. Environmental and Preservation Requirements. ARRA §1609. Contractor shall comply with all applicable Federal, State, and Local environmental and historic preservation requirements and shall provide any information requested by the awarding Federal Agency to ensure compliance with applicable laws, including National Environmental Policy Act, as amended (42 U.S.C. 4321 -4347) and National Historic Preservation Act (16 U.S.C. 470 et seq.). 14. Non - discrimination. Contractor shall comply with Title VI and Title VII of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.), Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 701 et seq.), Title IX of the Education Amendments of 1972 (20 U.S.C. 1681- 1688), the Age Discrimination Act of 1975 (42 U.S.C.6101- 6107), and other civil rights laws applicable to recipients of Federal financial assistance. 15. Identification and Registration Information. If Contractor is a Subrecipient, Contractor shall obtain a Dun & Bradstreet DUNS number (or update the existing DUNS record), and register with the Central Contractor Registration (CCR), the primary registrant database for the Federal government. 16. Fixed Price — Competitively Bid. ARRA §1554. Contractor, to the maximum extent possible, shall award subcontracts as fixed -price subcontracts under this Contract using competitive bid procedures. Contractor shall provide to its Contracting Entity a summary of any contract or subcontract awarded using ARRA Funds that is not fixed -price or not awarded using competitive procedures. 17. Publication. Contractor shall include the Colorado Recovery logo on all project signage, and is encouraged, to the maximum extent possible, to use the logo on all other publications in connection with the activities funded by the Prime Recipient that use ARRA funds. 18. Prohibition on Use of Funds. ARRA §1604. ARRA funds shall not be used for any casino or other gambling establishment, aquarium, zoo, golf course, or swimming pool. 19. Enforceability. If Contractor fails to comply with all applicable Federal and State requirements governing the use of ARRA funds, the State of Colorado may withhold or suspend, in whole or in part, funds awarded under the ARRA project, or recover misspent funds following an audit pursuant to §9, above. The remedy under this provision shall be in addition to all other remedies provided to the State of Colorado for recovery of misspent funds available under all applicable State and Federal laws. 20. One Time Funding. Contractor acknowledges and understands that ARRA Projects will not be continued with funds appropriated by the State of Colorado after ARRA Funds are expended or are no longer available. 21. Segregation of Costs. Contractor shall segregate obligations with respect to and expenditures of ARRA Funds from other sources of funding. ARRA Funds shall not be comingled with any other funds or used for a purpose other than the payment of costs allowable under ARRA. Page 3 of 4 Exhibit B to Orant No. C900672 between the GEO and Eagle County Government 22. Reportin §1512, FFATA §2. Contractor shall report to its Contracting Entity the data elements required in §23 if Co rector is a Subrecipient or in §24 if Contractor is a Recipient Vendor. No direct payment shall be made to C ntractor for providing any reports required under these Supplemental Provisions, as the cost of producing Ouch reports shall be deemed included in the Contract price. The reporting requirements in § §23 and 24 are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall becortte part of Contractor's obligations under this Contract. The State may provide written notice to Contractorof any such change in accordance with §2 above, but such notice shall not be a condition precedent to Contractor's duty to comply with revised OMB reporting requirements. The Colorado Office of the State Controller Shall provide summaries of revised OMB reporting requirements as well as reporting templates for Subrecipieits and Recipient Vendors at: http: / /www.jcolorado.gov /dpa/dfp /sco /contracts /ARRA/ARRA_Main_Page. htm 23. Subrecipi nt Reporting. If Contractor is a Subrecipient, Contractor shall report to its Contracting Entity as set forth below 23.1 Initial Reporting. A Subrecipient shall report the following data elements to its Contracting Entity upon the effective date of the contract: 23.1.1 Subrecipient DUNS Number 23.1.2 Congressional District of Subrecipient 23.1.5 Primary Place of Performance Information, including: Street Address, State, Country, City, Zip code + 4 23.1.4 Subrecipient Officers' Names (Top 5) if all three criteria are met:1) 80% or more of Subrecipient's annual gross revenue is from Federal contracts, 2) Subrecipient's annual gross revenue from Federal contracts is $25 million or more, and 3) Subrecipient's officer names are not publicly available. See page 19 of Recipient Reporting Data Model V3.0 for Quarter Ending September 30, 2009 at http: / /www.colorado.gov / dpa/dfp/sco/contracts /ARRA/ARRA_Main_Page.htm. 23.1. Subrecipient Officers' Total Compensation (Top 5) if criteria in §23.1.4 met 232 Mont Iy Reporting. A Subrecipient shall report to its Contracting Entity no later than the 25 day of each onth the following inception -to -date data elements as of the end of the prior month: 23.2.1 Job Creation Narrative for both the Subrecipient and the Subrecipient's Vendors 23.2.2 Number of Jobs Created or Retained for both the Subrecipient and the Subrecipient's Vendors 23.2.3 SubAward number or other identifying number assigned by the Subrecipient to each Subrecipient Vendor (this number cannot be a personal identifying number such as a social security number or federal employer identification number) 23.2.4 Vendor name and Zip code + 4 of Vendor's Headquarters for each Subrecipient Vendor; the Subrecipient Vendor's DUNS number may also be provided if available 23.2.5 Subrecipient shall establish reporting deadlines for its Subrecipient Vendors. 24. Recipient Ve ndor Reporting. A Recipient Vendor shall report to its Contracting Entity no later than the 25 day of eaQh onth the following inception -to -date data elements as of the end of the prior month: 24.1.1 Job Creation Narrative 24.1. Number of Jobs Created or Retained 25. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or inequity. 26. Reporting Framework — see chart below. Federal Prime Recipient Subrecipient Recipient Vendor Subrecipient Vendor t Page4of4 Exhibit C to Grant No. C900672 between the GEO and Eagle County Government Department of Energy (DOE) Award Terms and Conditions The Grantee shall be responsible for adhering to the following Department of Energy (DOE) award terms and conditions: 1. RESOLUTION OF CONFLICTING CONDITIONS Any apparent inconsistency between Federal statutes and regulations and the terms and conditions contained in this award must be referred to the GEO for guidance. 2. STATEMENT OF FEDERAL STEWARDSHIP DOE will exercise normal Federal stewardship in overseeing the project activities performed under this award. Stewardship activities include, but are not limited to, conducting site visits; reviewing performance and financial reports; providing technical assistance and/or temporary intervention in unusual circumstances to correct deficiencies which develop during the project; assuring compliance with terms and conditions; and reviewing technical performance after project completion to ensure that the award objectives have been accomplished. 3. SITE VISITS DOE authorized representatives have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance, if required. Grantee must provide, and must require your subcontractors to provide, reasonable access to facilities, office space, resources, and assistance for the safety and convenience of the government representatives in the performance of their duties. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work. 4. REPORTING REQUIREMENTS a. Requirements. The reporting requirements for this award are identified on the Federal Assistance Reporting Checklist, DOE F 4600.2. These requirements will be provided to the Grantee by the GEO. Failure to comply with these reporting requirements is considered a material noncompliance with the terms of the Grant. Noncompliance may result in withholding of future payments, suspension, or termination of the current Grant, and withholding of future Grants. A willful failure to perform, a history of failure to perform, or unsatisfactory performance of this and/or other financial assistance awards, may also result in a debarment action to preclude future awards by Federal agencies. b. Dissemination of scientific /technical reports. Scientific /technical reports submitted under this award will be disseminated on the Internet via the DOE Information Bridge (www.osti.gov/bridge), unless the report contains patentable material, protected data, or SBIR/STTR data. Citations for journal articles produced under the award will appear on the DOE Energy Citations Database (www.osti.gov /energycitations). c. Restrictions. Reports submitted to the DOE Information Bridge must not contain any Protected Personal Identifiable Information (PII), limited rights data (proprietary data), classified information, information subject to export control classification, or other information not subject to release. 5. PUBLICATIONS a. Grantee is encouraged to publish or otherwise make publicly available the results of the work conducted under this Grant. Page 1 of 3 T Exhibit C to Grant No. C900672 between the GEO and Eagle County Government b. Ali acknowledgment of Federal support and a disclaimer must appear in the publi6tion of any material, whether copyrighted or not, based on or developed under this projejct, as follows: Acknowledgment: "This material is based upon work supported by the Department of Enemy under Award Number DE- EE0000913. Disclaimer: "This report was prepared as an account of work sponsored by an agency of the Wted States Government. Neither the United States Government nor any agency there f, nor any of their employees, makes any warranty, express or implied, or assumes any ligal liability or responsibility for the accuracy, completeness, or usefulness of any infontiation, apparatus, product, or process disclosed, or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by the Unite States Government or any agency thereof. The views and opinions of authors expre$sed herein do not necessarily state or reflect those of the United States Government or any agency thereof." 6. FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS Grantee must obtain any required permits and comply with applicable federal, state, and munictipal laws, codes, and regulations for work performed under this Grant. 7. I ELLECTUAL PROPERTY PROVISIONS AND CONTACT INF MATION (NRD -1003) Nonresearch and Development a. N profit organizations are subject to the intellectual property requirements at 10 CFR 600.1 6(a), (c), and (d). All other organizations are subject to the intellectual property requirements at 10CFR 600.136(a) and (c). 600.136 Intangible Property (i) Grantees may copyright any work that is subject to copyright and was develojped, or for which ownership was purchased, under an award. DOE reserves a royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use the wdrk for Federal purposes, and to authorize others to do so. (ii) Authorize others to receive, reproduce, publish or otherwise use such data for Federal purposes. b. In a dition, in response to a Freedom of Information act (FOIA) request for research data re ating to published research findings produced under an award that were used by the Fe eral Government in developing an agency action that has the force and effect of law, th DOE shall request, and the recipient shall provide, within a reasonable time, the resear data so that they can be made available to the public through the procedures establi hed under the FOIA. If the DOE obtains the research data solely in response to a FOIA equest, the agency may charge the requester a reasonable fee equaling the full increm ntal cost of obtaining the research data. This fee should reflect the costs incurred by the agency, the Grantee, and applicable subgrantees. This fee is in addition the agency may asess under the FOIA (5 U.S.C. 552(a)(4)(A)). Page 2 of 3 Exhibit C to Grant No. C900672 between the GEO and Eagle County Government b. Questions regarding intellectual property matters should be referred to the DOE Award Administrator and the Patent Counsel designated as the service provider for the DOE office that issued the award. The IP Service Providers List is found at http: / /www.gc. doe. gov /documents/Intellectual Property (IP) Service Providers for Ac quisition.pdf 8. LOBBYING RESTRICTIONS By accepting funds under this Grant, Grantee agrees that none of the funds obligated on the Grant shall be expended, directly or indirectly, to influence congressional action on any legislation or appropriation matters pending before Congress, other than to communicate to Members of Congress as described in 18 U.S.C. 1913. This restriction is in addition to those prescribed elsewhere in statute and regulation. 9. NOTICE REGARDING THE PURCHASE OF AMERICAN -MADE EQUIPMENT AND PRODUCTS -- SENSE OF CONGRESS It is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased with funds made available under this Grant should be American- made. 10. DECONTAMINATION AND /OR DECOMMISSIONING (D &D) COSTS Notwithstanding any other provisions of this Grant, the Government shall not be responsible for or have any obligation to the Grantee for (i) Decontamination and/or Decommissioning (D &D) of any of the Grantee's facilities, or (ii) any costs which may be incurred by the Grantee in connection with the D &D of any of its facilities due to the performance of the work under this Grant, whether said work was performed prior to or subsequent to the effective date of this Grant. 11. HISTORIC PRESERVATION Prior to the expenditure of Federal funds to alter any structure or site, the Grantee is required to comply with the requirements of Section 106 of the National Historic Preservation Act (NHPA), consistent with DOE's 2009 letter of delegation of authority regarding the NHPA. Section 106 applies to historic properties that are listed in or eligible for listing in the National Register of Historic Places. In order to fulfill the requirements of Section 106, the Grantee must contact the State Historic Preservation Officer (SHPO), and, if applicable, the Tribal Historic Preservation Officer (THPO), to coordinate the Section 106 review outlined in 36 CFR Part 800. SHPO contact information is available at the following link: http:/ /www.ncshpo.org/find/index.htm. THPO contact information is available at the following link: http: / /www.nathpo.org/map.html . Section 110(k) of the NHPA applies to DOE funded activities. Grantees shall avoid taking any action that results in an adverse effect to historic properties pending compliance with Section 106. Grantee should be aware that the DOE will consider the Grantee in compliance with Section 106 of the NHPA only after the Grantee has submitted adequate background documentation to the SHPO/THPO for its review, and the SHPO/THPO has provided written concurrence to the Grantee that it does not object to its Section 106 finding or determination. Grantee shall provide a copy of this concurrence to the DOE. Page 3 of 3 STATE OF COLORADO GOVERNOR'S ENERGY OFFICE 1580 Logan Street, Suite 100 'y Denver, CO 80203 -1625 * n * k Phone: (303) 866 -2100 °, * ' 1- 800 - 632 -6662 *876 Fax: (303) 866 -2930 geo@state.co.us www.rechargecolorado.com John W. Hickenlooper Governor '17 Deora Director March 31, 2011 Adam Palmer Eagle County Government P.O. Box 179 Eagle, CO 81631 SUBJECT: Contract No. C900672 Amendment No. 1 Energy Efficiency and Conservation Block Grant — Community Energy Coordinator Dear Mr. Palmer: Enclosed is one executed signed original of the subject Grant Amendment. Please direct inquiries relating to this project to Angie Fyfe at 303 - 866 -2059. Sincerely, Sara Graf Contracts Manager Cc: Angie Fyfe