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Home My WebLink AboutC11-152 Community Service Block Grant #15CSBG 15, EAGLE COUNTY GRANT AGREEMENT Between STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS And EAGLE COUNTY Grant Agreement Identification Contract Management System # (State of Colorado's rimm identification number for this a reenaent): Contract Encumbrance # (DOLA'sprimmy identi ication # for this agreement): LIICSBG #15 Pro•ect Information: Pro'ect/Award Number: CSBG #15 Pro'ect Name: EAGLE COUNTY Pro ram & Fundin Information: Pro ram Name COITM Block Grant Catalo of Federal Domestic Assistance (CFDA) Number (if federal funds): 93.569 � Frmcling Account Codes: 100 LEBO 101 C101 5120 5101 Page I of 17 CSBG 15, EAGLE COUNTY TABLE OF CONTENTS I. PARTIES- ..................................... 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY 2 .................................................................. ............................... 3 RECITALS ............................................................................................................................................ 2 ............................... 4. DEFINITIONS ....................... 3 .............................................................................................................. ..............................3 TERM and EARLY TERMINATION 6 5. .................................................................................................. ............................... . STATEMENT OF PROJECT 4 ............................................................................................................... ............................... 7 PAYMENTS TO GRANTEE 4 ................................................................................................................ ............................... 8 REPORTING - NOTIFICATION 4 ......................................................................................................... ............................... 9. GRANTEE RECORDS ......... 5 ............................... ......... ............................... . 10. CONFIDENTIAL INFORMATION -STATE RECORDS 6 .................................................................. ............................... 1 I. CONFLICTS OF INTEREST 6 ............................................................................................................. ............................... 12. REPRESENTATIONS AND WARRANTIES 7 ................................................................................... ............................... 13 INSURANCE ...................................................................................................................................... 7 ............................... 14. BREACH ........................ 7 ..................................................................................................................... ............................... 15. REMEDIES ............ 9 ............................................................................................................................. ............................... 16. NOTICES and REPRESENTATIVES 9 .................... ............................... ......................................... ............................... 17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE 11 ......................................... ............................... 18 GOVERNMENTAL IMMUNITY 11 ................................................................................................ ............................... 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 11 ............................................................... ............................... 20. RESTRICTION ON PUBLIC BENEFITS 11 ........................................................................................ ............................... 21. GENERAL PROVISIONS 12 .............. .............................. ................ .. .................................................. ............................... COLORADO SPECIAL PROVISION S................................................................................................. 12 ............................... SIGNATURE PAGE ............................................................................................................................... 15 ............................... EXHIBIT A - APPLICABLE LAWS 17 EXHIBIT B - STATEMENT OF PROJECT EXHIBIT C - SUPPLEMENTAL PROVISIONS FOR FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT OF 2006 (FFATA) FORM 1 - RESIDENCY DECLARATION 1. PARTIES This Grant Agreement (hereinafter called "Grant ") is entered into by and between EAGLE COUNTY (hereinafter called "Grantee "), and the STATE OF COLORADO acting by and through the Department of Local Affairs (hereinafter called the "State" or "DOLA "). 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 (check one or more options below): A. ❑ The Effective Date. B. ❑ The later to occur of the Effective Date or the date of a separate letter issued by the Department ( "Release of Funds Letter ") notifying Grantee of the completion of a satisfactory environmenta I review and authorizing Grantee to obligate or use Grant Funds. C. ® The Effective Date; provided, however, that all Project costs incurred on or after March 1, 2011 may be submitted for reimbursement as if incurred after the Effective Date. D. ❑ insert date for authorized pre - agreement costs, as defined in §4 below and/or in Exhibit B. Such costs may be submitted for reimbursement as if incurred after the Effective Date. E. ❑ The Effective Date; provided, however, that the costs identified in the checked subsections below may be submitted for reimbursement as if incurred after the Effective Date. i. ❑ All Project costs, if specifically authorized by the funding authority, incurred on or after insert federal grant's effective date and Page 2 of 17 CSBG 15, EAGLE COUNTY ii. ❑ Pre -award costs for insert purpose, if any, incurred on or after insert starting date allowed under the federal award for pre -award costs. F. ❑ All or some of the costs or expenses incurred by Grantee prior to the Effective Date which have been or will be paid with non - federal funds may be included as a part of Grantee's non - federal match requirement, set forth herein and in Exhibit B, Statement of Project, if such costs or expenses are properly documented as eligible expenses in accordance with insert reference to proper documentation. 3. RECITALS A. Authority, Appropriation, And Approval Authority to enter into this Grant exists in CRS §24 -32 -106 and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment. Required approvals, clearance and coordination have been accomplished from and with appropriate agencies. B. 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. C. Purpose The purpose of this grant agreement is described in Exhibit B. D. References All references in this Grant to'sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. 4. DEFINITIONS The following terns as used herein shall be construed and interpreted as follows: A. Evaluation "Evaluation" means the process of examining Grantee's Work and rating it based on criteria established in §6 and Exhibit B. B. Exhibits and other Attachments The following are attached hereto and incorporated by reference herein:: i. Exhibit A (Applicable Laws) ii. Exhibit B (Statement of Project) iv. Exhibit C (Supplemental Provisions for Federal Funding Accountability and Transparency Act) iii. Fonn 1 (ResidencyDeclaration) C. Goods "Goods" means tangible material acquired, produced, or delivered by Grantee either separately or in conjunction with the Services Grantee renders hereunder. D. Grant "Grant" means this Grant, its terns and conditions, attached exhibits, documents incorporated by reference under the terns of this Grant, and any future modifying agreements, exhibits, attachments or references incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies. E. Grant Funds "Grant Funds" means available funds payable by the State to Grantee pursuant to this Grant. F. Party or Parties "Party" means the State or Grantee and "Parties" means both the State and Grantee. G. Pre - contract costs "Pre - agreement costs ", when applicable, means the costs incurred on or after the date as specified in §2 above, and the Effective Date of this Grant. Such costs shall have been detailed in Grantee's grant application and specifically authorized by the State and incorporated hereinto Exhibit B. H. Project Budget "Project Budget" means the budget for the Work described in Exhibit B. I. Program Page 3 of 17 CSBG 15, EAGLE COUNTY "Program" means the grant program, as specified on the first page, that provides the funding for this Grant. J. Review "Review" means examining Grantee's Work to ensure that it is adequate, accurate, correct and in accordance with the criteria established in §6 and Exhibit B K. Services "Services" means the required set to be performed by Grantee pursuant to this Grant. L. Sub - grantee "Sub- grantee" means third- parties, if any, engaged by Grantee to aid in performance of its obligations. M. Work "Work" means the tasks and activities Grantee is required to perform to fulfill its obligations under this Grant and Exhibit B, including the performance of the Services and delivery of the Goods. N. 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. A. Intial Term -Work Commencement The Parties respective performances under this Grant shall commence on the Effective Date. This Grant shall terminate on February 28, 2012 unless sooner terminated or further extended as specified elsewhere herein. B. Two Month Extension The State, at its sole discretion upon written notice to Grantee as provided in §16, may unilaterally extend the term of this Grant for a period not to exceed two months if the Parties are negotiating a replacement Grant (and not merely seeking a tern extension) at or near the end of any initial tern or any extension thereof. The provisions of this Grant in effect when such notice is given, including, but not limited to prices, rates, and delivery requirements, shall remain in effect during the two month extension. The two - month extension shall immediately terminate when and if a replacement Grant is approved and signed by the Colorado State Controller. 6. STATEMENT OF PROJECT A. Completion Grantee shall complete the Work and its other obligations as described herein and in Exhibit B. 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 $22,237.00, 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 B. B. Payment Page 4 of 17 CSBG 15, EAGLE COUNTY L Advance, Interim and Final Payments Any advance payment allowed under this Grant or in Exhibit B 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 and approved by the State. ii. Interest The State shall not pay interest on Grantee invoices. 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. 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 fully appropriated, or otherwise become unavailable for this Grant, the State may terminate it in whole or to the extent of funding reduction without further liability in accordance with the provisions herein. iv. Erroneous Payments At the State's sole discretion, payments made to Grantee in error for any reason, including, but not limited to overpayments or improper payments, and unexpended or excess funds received by Grantee, may be recovered from Grantee by deduction from subsequent payments under this Grant or other Grants, grants or agreements between the State and Grantee or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any person or entity other than the State. C. Use of Funds Grant Funds shall be used only for eligible costs identified herein and/or in Exhibit B. D. Matching /Leveraged Funds Grantee shall provide matching and /or leveraged funds as provided in Exhibit B. 8. REPORTING - NOTIFICATION Reports, Evaluations, and Reviews required under this §8 shall be in accordance with the procedures of and in such form as prescribed by the State and in accordance with §19, if applicable. A. Performance, Progress, Personnel, and Funds Grantee shall submit a report to the State upon expiration or sooner termination of this Grant, containing an Evaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder. In addition, Grantee shall comply with all reporting requirements, if any, set forth in Exhibit B. B. Litigation Reporting Within 10 days after being served with any pleading in a legal action filed with a court or administrative agency, related to this Grant or which may affect Grantee's ability to perform its obligations hereunder, Grantee shall notify the State of such action and deliver copies of such pleadings to the State's principal representative as identified herein. If the State's principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of the Department of Local Affairs. C. Noncompliance Grantee's failure to provide reports and notify the State in a timely manner in accordance with this §8 may result in the delay of payment of funds and/or termination as provided under this Grant. D. Subgrants Copies of any and all Subgrants 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 subgrants entered into by Grantee related to its performance hereunder shall comply with all applicable federal and state laws and shall provide that such Subgrants be governed by the laws of the State of Colorado. Page 5 of 17 CSBG 15, EAGLE COUNTY 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 records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records (the Record Retention Period) until the last to occur of the following: (i) a period of five years after the date this Grant is completed or terminated, or (ii) final payment is made hereunder, whichever is later, or (iii) for such further period as may be necessary to resolve any pending matters, or (iv) if an audit is occurring, or Grantee has received notice that an audit is pending, then until such audit has been completed and its findings have been resolved (the "Record Retention Period "). B. Inspection Grantee shall permit the State, the federal government and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Grantee's records related to this Grant during the Record Retention Period for a period of five years following termination of this Grant or final payment hereunder, whichever is later, to assure compliance with the terns hereof or to evaluate Grantee's performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the tern 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 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 terns 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 Grantee shall provide a copy of its audit report to DOLA as specified in Exhibit B. 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 Page 6 of 17 CSBG 15, EAGLE COUNTY 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 Grantee shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in the industry, trades or profession and in the sequence and manner set forth in this Grant. B. Legal Authority — Grantee and Grantee's Signatory Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions required by its procedures, by -laws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Grant, or any part thereof, and to bind Grantee to its terns. If requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter into this Grant within 15 days of receiving such request. C. Licenses, Permits, Etc. Grantee represents and warrants that as of the Effective Date it has, and that at all tunes during the tern hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorization required by law to perform its obligations hereunder. Grantee warrants that it shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to properly perform this Grant, without reimbursement by the State or other adjustment in Grant Funds. Additionally, all employees and agents of Grantee performing Services under this Grant shall hold all required licenses or certifications, if any, to perform their responsibilities. Grantee, if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non - renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for Grantee to properly perform the terns of this Grant shall be deemed to be a material breach by Grantee and constitute grounds for termination of this Grant. 13. INSURANCE Grantee and its Sub - grantees shall obtain and maintain insurance as specified in this section at all times during the tern of this Grant: All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to Grantee and the State. A. Grantee i. Public Entities Page 7 of 17 CSBG 15, EAGLE COUNTY If Grantee is a "public entity" within the meaning of the Colorado Goverrumental Immunity Act, CRS §24 -10 -101, et seq., as amended (the "GIA "), then Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self - insurance, as is necessary to meet its liabilities under the GIA. Grantee shall show proof of such insurance satisfactory to the State, if requested by the State. Grantee shall require each grant with sub - grantees that are public entities, providing Goods or Services hereunder, to include the insurance requirements necessary to meet Sub - grantee's liabilities under the GIA. ii. Non - Public Entities If Grantee is not a "public entity" within the meaning of the GIA, Grantee shall obtain and maintain during the term of this Grant insurance coverage and policies meeting the same requirements set forth in §13(B) with respect to sub - grantees that are not "public entities ". B. Grantees and Sub - Grantees Grantee shall require each Grant with Sub - grantees, other than those that are public entities, providing Goods or Services in connection with this Grant, to include insurance requirements substantially similar to the following: i. Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all of Grantee and Sub - grantee employees acting within the course and scope of their employment. ii. General Liability Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket Grantual 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 and completed operations aggregate; and (d) $50,000 anyone 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 famish 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, CO 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 Grantee shall forward such notice to the State in accordance with §16 (Notices and Representatives) within seven days of Grantee's receipt of such notice. 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 Pages of I7 CSBG 15, EAGLE COUNTY time during the tern 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 Patty 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. A. Termination for Cause and /or Breach If Grantee fails to perfonn 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. Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. Grantee shall continue performance of this Grant to the extent not terminated, if any. i. Obligations and Rights To the extent specified in any tennination notice, Grantee shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall terninate outstanding orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State all Work, Services and Goods not cancelled by the tennination notice and may incur obligations as are necessary to do so within this Grant's terns. At the sole discretion of the State, Grantee shall assign to the State all of Grantee's right, title, and interest under such tenninated orders or subcontracts. Upon tennination, 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 The State shall reimburse Grantee only for accepted performance up to the date of tennination. If, after tennination by the State, it is detennined that Grantee was not in breach or that Grantee's action or inaction was excusable, such tennination shall be treated as a tennination in the public interest and the rights and obligations of the Parties shall be the same as if this Grant had been terminated in the public interest, as described herein. iii. Damages and Withholding Page 9 of 17 CSBG 15, EAGLE COUNTY Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the State may withhold any payment to Grantee for the purpose of mitigating the State's damages, until such time as the exact amount of damages due to the State from Grantee is detennined. The State may withhold any amount that may be due to Grantee as the State deems necessary to protect the State, including loss as a result of outstanding liens or claims of former lien holders, or to reimburse the State for the excess costs incurred in procuring similar goods or services. Grantee shall be liable for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. B. Early Termination in the Public Interest The State is entering into this Grant for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, and/or Courts. If this Grant ceases to further the public policy of the State, the State, in its sole discretion, may terminate this Grant in whole or in part. Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee, which shall be governed by §15(A) or as otherwise specifically provided for herein. i. Method and Content The State shall notify Grantee of such termination in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Grant. ii. Obligations and Rights Upon receipt of a termination notice, Grantee shall be subject to and comply with the same obligations and rights set forth in §15(A)(i). iii. Payments If this Grant is terminated by the State pursuant to this §15(B), Grantee shall be paid an amount which bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily performed bear to the total Services covered by this Grant, less payments previously made. Additionally, if this Grant is less than 60% completed, the State may reimburse Grantee for a portion 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, at 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 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 Page 10 of 17 CSBG 15, EAGLE COUNTY 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 forgegoing 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: Tony Hernandez, Division Director Division of Local Government Colorado Department of Local Affairs 1313 Sherman Street, Rrn. 521 Denver, CO 80203 us B. Grantee: Jon Stavney, Chairman BOCC Eagle County Po Box 660, 501 Broadway Eagle, CO 81631 Jon. stavne ea lecount .us 17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE This section ❑ shall; or ® shall not apply to this Grant Agreement. Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Grantee upon completion or termination hereof. The State's exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. 18. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Itmnunity Act, CRS §24 -10 -101, et seq., as amended. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of the Governmental Immunity Act and the risk management statutes, CRS §24 -30 -1501, et seq., as amended. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Grant is $100,000 or greater, either on the Effective Date or at anytime thereafter, this §19 applies. Grantee agrees to be governed, and to abide, by the provisions of CRS §24 -102 -205, §24 -102 -206, §24- 103 -601, §24- 103.5 -101 and §24- 105 -102 concerning the monitoring of vendor performance on state Grants and inclusion of Grant performance information in a statewide Contract Management System. Page I I of 17 CSBG 15, EAGLE COUNTY Grantee's performance shall be subject to Evaluation and Review in accordance with the terns and conditions of this Grant, State law, including CRS §24- 103.5 -101, and State Fiscal Rules, Policies and Guidance. Evaluation and Review of Grantee's perfonnance shall be part of the normal Grant administration process and Grantee's performance will be systematically recorded in the statewide Contract Management System. Areas of Evaluation and Review shall include, but shall not be limited to quality, cost and timeliness. Collection of information relevant to the performance of Grantee's obligations under this Grant shall be determined by the specific requirements of such obligations and shall include factors tailored to snatch the requirements of Grantee's obligations. Such performance infonnation shall be entered into the statewide Contract Management System at intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30 days of the end of the Grant tern. Grantee shall be notified following each performance Evaluation and Review, and shall address or correct any identified problem in a timely manner and maintain work progress. Should the final performance Evaluation and Review determine that Grantee demonstrated a gross failure to meet the perfonnance measures established hereunder, the Executive Director of the Colorado Department of Personnel and Administration (Executive Director), upon request by the Department of Local Affairs, and showing of good cause, may debar Grantee and prohibit Grantee from bidding on future Grants. Grantee may contest the final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS §24- 105 - 102(6)), or (b) under CRS §24 -105 - 102(6), exercising the debarment protest and appeal rights provided in CRS § §24 -109 -106, 107, 201 or 202, which may result in the reversal of the debarment and reinstatement of Grantee, by the Executive Director, upon a showing of good cause. 20. RESTRICTION ON PUBLIC BENEFITS This section ® shall, or ❑ shall not apply to this Grant. Grantee must confirm that any individual natural person eighteen years of age or older is lawfully present in the United States pursuant to CRS §24- 76.5 -101 et seq. when such individual applies for public benefits provided under this Grant by requiring the following: A. Identification: The applicant shall produce one of the following personal identifications: i. A valid Colorado driver's license or a Colorado identification card, issued pursuant to article 2 of title 42, C.R.S.; or ii. A United States military card or a military dependent's identification card; or iii. A United States Coast Guard Merchant Mariner card; or iv. A Native American tribal document. B. Affidavit The applicant shall execute an affidavit herein attached as Form 1, Residency Declaration, stating: i. That they are United States citizen or legal permanent resident; or ii. That they are otherwise lawfully present in the United States pursuant to federal law. Notwithstanding the foregoing, to the extent that there is any conflict with the provisions above or those set forth in the Residency Declaration attached hereto as Form 1 and any provision of federal law, the provisions of federal law shall prevail. 21. GENERAL PROVISIONS A. Assignment and Subgrants Grantee's rights and obligations hereunder are personal and may not be transferred, assigned or subgranted without the prior, written consent of the State. Any attempt at assignment, transfer, or subgranting without 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 §21(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 Page 12 of 17 CSBG 15, EAGLE COUNTY 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 effect whatsoever, unless embodied herein. F. Indemnification - General Grantee shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Grantee, or its employees, agents, Sub - grantees, or assignees pursuant to the terns 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 Govermnental hxununity 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. Jurisdiction 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. IL List of Selected Applicable Laws Grantee at all times during the performance of this Grant shall comply with all applicable Federal and State laws and their implementing regulations, currently in existence and as hereafter amended, including without limitation those set forth on Exhibit A, Applicable Laws, attached hereto, which laws and regulations are incorporated herein and made part hereof. Grantee also shall require compliance with such laws and regulations by subgrantees under subgrants permitted by this Grant. I. 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 the Parties in an amendment hereto, 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 MODIFICATION OF CONTRACTS - 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. J. Order of Precedence The provisions of this Grant shall govern the relationship of the Parties. 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. Exhibit C Supplemental Provisions for Federal Funding Accountability and Transparency Act ii. Colorado Special Provisions iii. The provisions of the main body of this Grant iv. Exhibit A Applicable Laws v. Exhibit B Statement of Project K. Severability Provided this Grant can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof. Page 13 of 17 CSBG 15, EAGLE COUNTY L. Survival of Certain Grant Terms Notwithstanding anything herein to the contrary, provisions of this Grant requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Grantee fails to perform or comply as required. M. Taxes The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84- 730123K) and from all State and local government sales and use taxes under CRS § §39 -26 -101 and 201 et seq. Such exemptions apply when materials are purchased or services rendered to benefit the State; provided however, that certain political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though the product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State is prohibited from paying for or reimbursing Grantee for them. N. Third Party Beneficiaries Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party. Any services or benefits which third parties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. O. Waiver Waiver of any breach of a tern, provision, or requirement of this Grant, or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such tern, provision or requirement, or of any other tern, provision, or requirement. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 14 of 17 CSBG 15, EAGLE COUNTY 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 tern 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 contract 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 tern 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. Page 15 of 17 CSBG 15, EAGLE COUNTY I. 9. EMPLOYEE FINANCIAL INTEREST. CRS § §24 -18 -201 and 24 -50 -507. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Grant. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee's services and Grantee shall not employ any person having such known interests. J. 10. VENDOR OFFSET. CRS § §24 -30 -202 (1) and 24 -30- 202.4. [Not Applicable to intergovernmental agreements] Subject to CRS §24 -30 -202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39 -21 -101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action. K. 11. PUBLIC GRANTS FOR SERVICES. CRS §8- 17.5 -101. [Not Applicable to Agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental Agreements, or information technology services or products and services] Grantee certifies, warrants, and agrees that it does not knowingly employ or Grant with an illegal alien who shall perform work under this Grant and shall confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Grant through participation in the E- Verify Program or the State program established pursuant to CRS §8- 17.5- 102(5)(c), Grantee shall not knowingly employ or Grant with an illegal alien to perform work under this Grant or enter into a Grant with a Sub - grantee that fails to certify to Grantee that the Sub - grantee shall not knowingly employ or Grant with an illegal alien to erp form work under this Grant Grantee (a) shall not use E- Verify Program or State program procedures to undertake pre - employment screening of job applicants while this Grant is being performed, (b) shall notify the Sub - grantee and the Granting State agency within three days if Grantee has actual knowledge that a Sub - grantee is employing or Granting with an illegal alien for work under this Grant, (c) shall terminate the Subgrant if a Sub - grantee does not stop employing or Granting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8- 17.5- 102(5), by the Colorado Department of Labor and Employment. If Grantee participates in the State program, Grantee shall deliver to the Granting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Grantee fails to comply with any requirement of this provision or CRS §8- 17.5 -101 et seq., the Granting State agency, institution of higher education or political subdivision may terminate this Grant for breach and, if so terminated, Grantee shall be liable for damages. L. 12. PUBLIC GRANTS WITH NATURAL PERSONS. CRS §24- 76.5 -101. Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24- 76.5 -101 et seq., and (c) has produced one form of identification required by CRS §24- 76.5 -103 prior to the effective date of this Grant. SPs Effective 1/1/09 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 16 of 17 CSBG 15, EAGLE COUNTY SIGNATURE PAGE 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 EAGLE COUNTY STATE OF COLORADO John W. Hickenlooper, GOVERNOR By � r `� O l DEPARTMENT OF LOCAL AFFAIRS Name of Authorized Indivi ual Title: BY Official Title of ho died Individual Reeves Brown, Executive Director Date: *Signature..✓ Date: io. PRE - APPROVED FORM CONTRACT REVIEWER By: Becky Murray, Federal Grants Manager Date: 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. Grantee is not authorized to begin performance until such time. If Grantee begins perforating 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: Barbara M. Casey, Controller Delegate Date: Page 17 of 17 CSBG 15, EAGLE COUNTY EXHIBIT A — APPLICABLE LAWS Federal laws and regulations incorporated into this contract include, without limitation: 1. Age Discrimination Act of 1975, 42 U.S.C. Sections 6101, et seq. 2. Age Discrimination in Employment Act of 1967, 29 U.S.C. 621 -634 3. Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. 12101, et seq. 4. Equal Pay Act of 1963, 29 U.S.C. 206(d) 5. Immigration Reform and Control Act of 1986, 8 U.S.C. 1324b 6. Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794 7. Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000d 8. Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000e 9. Title IX of the Education Amendment of 1972, 20 U.S.C. 1681, et seq. 10. Section 24 -34 -302, et seq., Colorado Revised Statutes 1997, as amended 11. The applicable of the following: 11.1. Cost Principals for State, Local and Indian Tribal Governments, 2 C.F.R. 225, (OMB Circular A -87); 11.2. Cost Principals for Education Institutions, 2 C.F.R. 220, (OMB Circular A -21); 11.3. Cost Principals for Non - Profit Organizations, 2 C.F.R. 230, (OMB Circular A -122), and 11.4. Audits of States, Local Governments, and Non - Profit Organizations (OMB Circular A -133); and/or the Colorado Local Government Audit Law, 29 -1 -601, et seq, C.R.S., and State implementing rules and regulations. 12. Prohibition Against use of Federal Funds for Lobbying, 31 U.S.C. 1352 13. Privacy Act of 1974, 5 U.S.C. S 5529 and Regulations adopted thereunder 14. Drug Free Workplace Act 15. U.S. Department of Health & Human Services regulations: 15.1. Procedures of the Departmental Grant Appeals Board, 45 CFR Part 16; 15.2. Claims Collection, 45 CFR Part 30; 15.3. Debarment and Suspension from Eligibility for Financial Assistance (Nonprocurement), 45 CFR Part 76; 15.4. Nondiscrimination Under Programs Receiving Federal Assistance through the Department of Health and Human Services, Effectuation of Title VI of the Civil Rights Act of 1964, 45 CFR Part 80; 15.5. Practice and Procedure for Hearings Under Part 80 of this Title, 45 CFR Part 81; 15.6. Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving Federal Financial Assistance, 45 CFR Part 84; 15.7. Nondiscrimination on the Basis of Sex in Education Programs and Activities Receiving or Benefiting from Federal Financial Assistance, 45 CFR Part 86; 15.8. Equal Treatment for Faith -Based Organizations, 45 CFR Part 87; 15.9. Nondiscrimination on the Basis of Age in HHS Programs or Activities Receiving Federal Financial Assistance, 45 CFR Part 91; 15.10. New Restrictions on Lobbying, 45 CFR Part 93; 15.11. Block Grants, 45 CFR Part 96; 15.12. Consolidation of Grants to the Insular Areas, 45 CFR Part 97; 15.13. Intergovernmental Review of Department of Health and Human Services Programs and Activities, 45 CFR Part 100. 15.14. Uniform administrative requirements for grants and cooperative agreements to State, local, and tribal governments, 45 CFR Part 92. 16. Community Services Act, Public Law 105 -285, Title II, and 42 U.S.C. 9901 -9923 17. Certification required by 29 CFR Part 98, "Government Debarment and Suspension" 18. Environmental Tobacco Smoke Certification, also known as the Pro - Children Act of 1994, Public Law 103 -227. 19. (Part of CSBG Act) Programs and activities under this Act are considered to be programs receiving federal financial assistance and are subject to all provision of EEO, except for those Grantees who are under Section 679 of the CSBG Act, religious organization's exempt from Section 702 of the Civil rights Act of 1964 (42 U.S. C. 2003 -1) regarding employment practices Page I of I — Exhibit A — Applicable Laws CSBG 15, EAGLE COUNTY EXHIBIT B — STATEMENT OF PROJECT (SOP) Community Services Block Grant 1. GENERAL DESCRIPTION OF THE PROJECT 1.1 Project Description and Eligible Expenses The Bright Beginnings program administered by Eagle County Hunan Services provides parent education through home visitation and parent groups. This program offers referrals to community resources and provides family and child development information. The grant funds will be used for the following eligible expenses: a portion of salaries and benefits for the Home Visitor, Supervisor and Data Specialist, tuition and training expenses, cell phone service, client service travel and program supplies 1.2 Results Oriented Management Accountability (ROMA) The Community Services Block Grant (CSBG) Program is a national program that must demonstrate ROMA. This is accomplished through the nine federal objectives, six national goals, and twelve national indicators. Grantee shall provide services meeting the following Federal Objectives: Linkages, National Indicators: 2.3, 3.1, 3.2, 4.1, 5.1 and 6.3; and National Goals: 1, 2, 3, 4, 5, and 6. Grantee's final report to the State shall reflect outcomes in accordance with the above federal objectives, national indicators, and national goals. Any changes during the term of this Grant requires a public hearing, new application and plan, and a modification of this agreement in accordance with Modification subsection of the General Provisions of the Grant. 1.3 Poverty Guidelines Services shall be provided only to those persons with income at or below 125% of the poverty guidelines published by the U.S. Department of Health and Human Services. 1.4 Eligibility Procedures Grantee shall develop and implement written policies and procedures to be used by staff and all sub - grantees to determine client eligibility for CSBG assistance, including the verification process of total household gross income, household size, eligibility period, and legal residency verification procedures. Annual recertification trust be performed if CSBG assistance is on- going. If direct financial assistance is provided such as rent, mortgage, utility, dental, medical, vision, repairs or vouchers, verification of income trust be performed. In determining household income, self declaration of income shall be used only as a method of last resort except in the case of shelter residents, emergency food bank users and participants provided limited services such as bus tokens. If the self - declaration method is used, notation must be on file stating the reason(s) why other verification methods could not be used. The signature of the applicant/participant and identification of the intake worker trust appear on a self - declaration statement. Grantee shall ensure that DOLA is provided a current, dated copy of the County Commissioner approved income eligibility policies and procedures by September 30, 2011. 2. DEFINITIONS 2.1. Tripartite Board refers to the requirement by the CSBG Act of 1998, §67613 that grantees receiving funds have a board comprised of: 1/3 elected public officials or their representatives, 1/3 low - incotne individuals or their representatives, and 1/3 members of business, industry, labor, religious, law enforcement, education or other major group of interest in the community served. 2.2. Income Eligible means that the household income is at or below 125% of the Department of Health and Human Services Poverty Guidelines, Page 1 of 3— Exhibit B — Statement of Project CSBG 15, EAGLE COUNTY 2.3. Household -Any individual or group of individuals who are living together in a dwelling unit as one economic unit. t= 9 01 3.1. Responsible Administrator. Grantee's performance hereunder shall be under the direct supervision of Olga Wilkins an employee or agent of Grantee, who is hereby designated as the responsible administrator of this project. 3.2. Other Key Personnel: NONE 3.3. Replacement. Grantee shall immediately notify the State if any key personnel cease to serve. Provided there is a good -faith reason for the change, if Grantee wishes to replace its key personnel, it shall notify the State and seek its approval, which shall be at the State's sole discretion, as the State issued this Grant in part reliance on Grantee's representations regarding Key Personnel. Such notice shall specify why the change is necessary, who the proposed replacement is, what their qualifications are, and when the change will take effect. Anytime key personnel cease to serve, the State, in its sole discretion, may direct Grantee to suspend work on the Project until such time as their replacements are approved. All notices sent under this subsection shall be sent in accordance with §16 of the Grant. ��llJ`►O)f�[!7 4.1. Match. Matching fund is not required for this Grant. 4.2. Project Budget. Project Activities Total Costs Eligible expenses /activities as specified in § I of this Exhibit. $22 5. PAYMENT 5.1. Payment Schedule: Grantee shall submit a request for payment, at a minimum, monthly. All requests shall be for eligible expenses, as described in detail in §I above, using the state - provided form and accompanied by supporting documentation (copies of invoices or receipts and timesheets tracking CSBG eligible time) equal to 100% of reimbursement request. 5.2. Remittance Address. If mailed, payments shall be remitted to the following address unless changed in accordance with §16 of the Grant: Eagle County Health and Human Services P.O. Box 660 Eagle, CO 81631 6. ADMINISTRATIVE REQUIREMENTS 6.1. Accounting. Grantee shall maintain properly segregated accounts of Grant funds, matching funds, and other funds associated with the Project and snake those records available to the State upon request. All receipts and expenditures associated with the Project shall be documented in a detailed and specific manner, in accordance with the Project Budget. 6.2. Audit Report. If an audit is performed on Grantee's records for any fiscal year covering a portion of the tenn of this Grant or any other grants /contracts with DOLA, Grantee shall submit an electronic copy of the final audit report, including a report in accordance with the Single Audit Act, to dola.audit(nD,state.co.us or send the report to: Page 2 of 3— Exhibit B — Statement of Project CSBG 15, EAGLE COUNTY Department of Local Affairs Accounting & Financial Services 1313 Sherman Street, Room 323 Denver, CO 80203 6.3. Monitoring. The State shall evaluate this Project through review of Grantee submitted reports. The State may also conduct on -site monitoring to determine whether the Grantee met the performance goals, administrative standards, financial management and other requirements of the CSBG Act and this Grant. 6.4. Records. Grantee shall maintain records in accordance with §9 of the Grant. 6.5. Reporting. 6.5.1.Carryover Funds. This section ® shall; or ❑ shall not apply to this Grant Agreement. Grantee shall inform the State no later than February 1, 2012 of the status of the grant and of any potential of carryover funds. 6.5.2.Financial Status and Program Reports. Grantee shall submit the following reports to the State using the state - provided forms: Report Period Report Type Due Date March 1 — May 31 Financial & Progress June 30th June I —August 31 Financial & Progress September 30th September 1 — November 30 Financial & Progress December 30th December 1 — February 28 Financial & Progress March 30th 6.5.3.Unexpended Balance. The grantee shall inform the State no later than 30 days prior to the Termination Date of the status of the Grant Funds and any potential unexpended balance. 6.6. Subgrantee Monitoring. Grantee shall monitor subgrantees, if any, at least once during the term of this Grant. Documentation of monitoring results will be forwarded to the State. 6.7. Training. Attendance at webinars and trainings conducted by the state to enhance the administration of the CSBG program is required. Grantee will be notified of all such training at least 30 days in advance. 6.8. Tripartite Board. Grantee's tripartite board shall meet a minimum of twice annually within the CSBG program year. Formal board minutes of each meting shall be taken and provided to the State within 30 days of the board meeting. Grantee shall ensure compliance by September 30, 2011. CSBG eligible entities are required to have governing boards (or in the case of a public entity, an advisory board). To receive CSBG funds, eligible entities trust comply with requirements pertaining to board composition and operation. 6.8.1.0ne third of the members shall be comprised of elected public officials, holding office on the date of selection, or their representatives. 6.8.2. Representatives of low- income persons chosen in accordance with democratic selection procedures shall comprise at least one -third of the board. 6.8.3. Representatives of business, industry, labor, religious groups, welfare, education and other groups or interest in the community shall comprise the remainder of the board. These members are referred to as private sector representatives. 6.8.4.Tripartite boards serving more than one county must have board composition that ensures adequate representation of all counties served. Page 3 of 3— Exhibit B — Statement of Project FORM 1- RESIDENCY DECLARATION In order to be eligible to receive the assistance you seek, you, as an applicant must be lawfully within the United States. Please read this Declaration carefully. Please feel free to consult with an immigration lawyer or other expert of your choosing. I, , swear or affirm under penalty of perjury that (check one): ❑ I am a United States citizen, or ❑ I am a non - citizen national of the United States, or ❑ I have an immigration status that makes me a "qualified alien ". I hereby agree to provide any documentation which may be required pursuant to Federal law, Interim Guidelines published by the United States Department of Justice (62 FR 61344) or, if applicable, Colorado laws and regulations, if the Colorado laws are not inconsistent with Federal law. I acknowledge that making a false, fictitious, or fraudulent statement or representation in this Declaration is punishable under the criminal laws of Colorado as perjury in the second degree under Colorado Revised Statues § 18 -8 -503 and shall constitute a separate criminal offense each time a public benefit is fraudulently received. Name (please print) Signature Date Page 1 of I Form I - Residency Declaration CSBG 15, EAGLE COUNTY EXHIBIT C — Supplemental Provisions for FFATA State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 ( FFATA), As Amended As of 10 -15 -10 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal 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. "Award" means an award of Federal financial assistance that a non - Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1.2. Contracts; 1.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4. Loans; 1.1.5. Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.8. Food commodities; 1.1.9. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non - Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally -owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111 -5). 1.2. "Central Contractor Registration (CCR)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http: / /www.bpn.gov /ccr. 1.3. "Contract" means the contract to which these Supplemental Provisions are attached and includes all Award types in §1.1.1 through 1.1.11 above. 1.4. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.5. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity: Dun and Bradstreet's website may be found at: http: / /fedgov.dnb.com /webform. 1.6. "Entity" means all of the following as defined at 2 CFR part 25, subpart C; 1.6.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.6.2. A foreign public entity; 1.6.3. A domestic or foreign non - profit organization; 1.6.4. A domestic or foreign for - profit organization; and Page 1 of 5 — Exhibit C — Supplemental Provisions for FFATA CSBG 15, EAGLE COUNTY 1.6.5. A Federal agency, but only a Subrecipient under an Award or Sub award to a non- Federal entity. 1.7. "Executive" means an officer, managing partner or any other employee in a management position. 1.8. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.9. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6202 of Public Law 110 -252. FFATA, as amended, also is referred to as the "Transparency Act." 1.10. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 1.11. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.12. "Subrecipient" means a non - Federal Entity (or a Federal agency under an Award or Subaward to a non - Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal 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. 1.13. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's Central Contractor Registration (CCR) profile, if applicable. 1.14. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above - market earnings on deferred compensation which is not tax - qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109 -282), as amended by §6202 of Public Law 110 -252. The Transparency Act also is referred to as FFATA. 1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act 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. Central Contractor Registration (CCR) and Data Universal Numbering System (DUNS) Requirements. 3.1. CCR. Contractor shall maintain the currency of its information in the CCR until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor Page 2 of 5 — Exhibit C — Supplemental Provisions for FFATA CSBG 15, EAGLE COUNTY shall review and update the CCR information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's information. 4. Total Compensation. Contractor shall include Total Compensation in CCR for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1.80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and /or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and /or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to CCR and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below 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 become part of Contractor's obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at hftp://www.colorado.gov/dpa/dfp/sco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these supplemental provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de- obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth below. 7.1 To CCR. A Subrecipient shall register in CCR and report the following data elements in CCR for each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 7.1.3 Subrecipient Parent DUNS Number; 7.1.4 Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract, the following data elements: 7.2.1 Subrecipient's DUNS Number as registered in CCR. 7.2.2 Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8. Exemptions. 8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non - profit organization he or she may own or operate in his or her name. 8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. Page 3 of 5 — Exhibit C — Supplemental Provisions for FFATA CSBG 15, EAGLE COUNTY 8.3 Effective October 1, 2010, "Award" currently means a grant, cooperative agreement, or other arrangement as defined in Section 1.1 of these Special Provisions. On future dates "Award" may include other items to be specified by OMB in policy memoranda available at the OMB Web site; Award also will include other types of Awards subject to the Transparency Act. 8.4 There are no Transparency Act reporting requirements for Vendors. 9. 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 termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. Page 4 of 5 — Exhibit C — Supplemental Provisions for FFATA CSBG 15, EAGLE COUNTY Federal Funding Accountability and Transparency Act ( FFATA) Data Report Form Reporting is required for initial awards of $25,000 or more or award modifications that result in a total Information Field or more. Response or Jurisdiction DUNS Number: 2. Subrecipient Name Receiving Award: 3. Subrecipient Parent DUNS Number: — (Report if different from subreci Tent number) 4. Location of Entity Receiving Award: (Full street address) 5. Primary Location of Performance of the A (City, State and Congressional District) 6. In the preceding fiscal year, Contractor received: Answer True a. $25,000,000 or more in annual gross revenues from federal procurement contracts /subcontracts and /or federal financial assistance awards or subawards subject to the Transparency Act. b. 80% or more of its annual gross revenues from federal procurement contracts /subcontracts and /or federal financial assistance awards or subawards subject to the Transparency Act. c. The public does not have access to information about the compensation of its five most highly compensated Executives through periodic reports filed through the Securities Exchange Act of 1934 or the IRS. An answer to question 7 is required ONLY when all answers to questions 6 are true. 7. Names and total compensation of the five (5) most highly compensated Executives for the preceding fiscal year: Print Name Compensation Amount By signing below, I certify the information contained in this report is complete and accurate to the best of my knowledge. Signature of Responsible Administrator Date Page 5 of 5 — Exhibit C — Supplemental Provisions for FFATA