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HomeMy WebLinkAboutC13-291 Northwest Colorado Council of Governments Agreement Colorado Office of Economic John W. Hickenlooper,Governor Development and Kenneth W.Lund,Executive Director International Trade July 31, 2013 Sara J. Fisher, Chair Eagle County Board of County Commissioners P O Box 850 • Eagle, CO 81631 Re: Community Development Block Grant(CDBG) NEW Contract #F14CDB13589 Dear Ms. Fisher: I am pleased to inform you that the Governor's Financial Review Committee(FRC) has approved your request for a new Community Development Block Grant(CDBG)Contract in the amount of$580,000. This new contract will enable Eagle County as the Grantee,with the Northwest Colorado Council of Governments as the sub-grantee (dba Region 12, Business Loan Fund),to continue its economic development assistance to eligible businesses in your nine county region and to assist in creating and retaining jobs for low to moderate income individuals. Your contract is being prepared and is being reviewed by the State Controller for pre approval prior to being sent to you for signature. You will receive an email with an attached contract and instructions for completing the contract once the State Controller has approved the contract for your signature.This process may take a few days and I will track it for you. When you receive the Contract and if the Contract meets with your approval, please sign all four contracts, returning all four Contracts with original signatures to me so that they may be forwarded to the Department of Local Affairs (DOLA)for execution and processing.. Our new procedures will hopefully expedite the approval of the signed copies upon their return. If you have any questions or concerns, call me at(303) 892-3824. Sincerel 4 i.lam Robert Todd Manager, Business Loan Programs Cc Anita Cameron Jill Klosteem le K:finance.LTRtra nsEAGLECountyAward7-31-13 C(72gI 1625 Broadway,Suite 2700 • Denver,Colorado 80202 • Telephone.303-892-3840 • Facsimile:303-892-3848 • www.AdvanceColorado.com AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND THE NORTHWEST COLORADO COUNCIL OF GOVERNMENTS AND THE REGION 12 REVOLVING LOAN FUND CORPORATION d/b/a NORTHWEST LOAN FUND This Agreement ("Agreement") dated as of this � day of VW 2013, is between the County of Eagle, State of Colorado, a body corporate and politic,by and through its Board of County Commissioners with a mailing address of 500 Broadway, Post Office Box 660, Eagle CO 81631 ("County"), the Northwest Colorado Council of Governments ("NWCCOG"), with a mailing address of P.O. Box 2308, Silverthorne, CO 80498, and the Region 12 Revolving Loan Fund Corporation, a Colorado 501(c)(3) corporation, d/b/a the Northwest Loan Fund ("NLF"), with a mailing address of P.O. Box 2308, Silverthorne, CO 80498. WHEREAS, the County is the grantee of a HUD/Community Development Block Grant ("CDBG") with the State of Colorado through the Department of Local Affairs (hereinafter the "State")under contract for CDBG project#F14CDB13589 (the"CDBG Project")bearing an effective contract date of 6( jA( ( , 2013 (hereinafter the"Contract"); and WHEREAS, the purpose of the CDBG Project is to provide a revolving business loan fund for State Planning and Management Region 12 and for Garfield, Moffat, Rio Blanco and Routt Counties through the NWCCOG and the NLF; and WHEREAS, the NWCCOG is an association of Colorado county and municipal governments formed pursuant to Article XIV, Section 18 of the Colorado Constitution and Sections 29-1-201. et seq., 29-1-401 and 29-1-402, C.R.S.; and WHEREAS, the NLF has been organized to administer the Northwest Loan Fund through the NWCCOG within State Planning and Management Region 12, and Garfield, Moffat, Rio Blanco and Routt Counties; and WHEREAS, it would be appropriate and desirable to have the NWCCOG assume the County's responsibilities under the Contract and under the Intergovernmental Agreement for Community Development Block Grant Business Loan Funds dated Qt,'Va , 2013 (the "IGA"), and for the NWCCOG and the NLF to administer and implement the CDBG Project, the Contract and the IGA; and WHEREAS, it is desirable to describe in greater detail and further specify the relationships and operational procedures between the County, the NWCCOG and the NLF. AGREEMENT NOW, THEREFORE, in accordance with the recitals, and for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, including the promises set forth herein, the parties agree to the following: 1. GRANT ADMINISTRATION AND IMPLEMENTATION. NWCCOG hereby agrees to become the subgrantee for the above mentioned Contract. As subgrantee, the NWCCOG assumes all responsibility of the County/grantee as allowed under the laws, rules and regulations governing HUD/CDBG programs or federal grants in general. The NWCCOG, as subgrantee, shall administer the program in accordance with the loan policy statement as found in Exhibit "A", attached hereto and incorporated herein by this reference. The NWCCOG agrees to provide all the necessary services to meet the requirements of the State including the provisions of business loans and other assistance to businesses through the NLF. The responsible official shall be the Executive Director of the NWCCOG (the"NWCCOG Administrator"). The business loan fund administrator will be the Business Loan Officer of the NLF. 2. GRANT COMPLIANCE. NWCCOG and the NLF shall comply with all the conditions of the Contract as found in Exhibit "B", attached hereto and incorporated herein by this reference, including,but not limited to, the scope of services which is attached as part of said Contract. NWCCOG and the NLF shall also comply with all the laws, rules, and regulations governing HUD/CDBG programs and federal grants in general that may be applicable under this Contract. 3. SUPPORT SERVICES AND CONTRIBUTIONS. The County hereby agrees to provide the following services to the NWCCOG for this program: 1. Provide for the accounting of all CDBG grant funds in accordance with the Single Audit concept and other State grant requirements, specifically documenting the pass through of CDBG funds. 2. From time to time, the NLF, through the NWCCOG Administrator, will apply to the State to draw grant funds as part of this Contract. As those requests for funds are approved by the State, funds will be transferred to the County, as the lead county under the Contract, and it is herein agreed that all funds so received by the County will be immediately transferred to the NLF in order to be disbursed and/or held for disbursement by the NLF. The County staff person responsible for the immediate dispersal of funds to the NLF shall be the County Fiscal Officer. 3. The County shall execute all necessary documents required by the State and HUD/CDBG related to the application and receipt of the Contract funds. 4. No additional services other than listed in this Agreement shall be required of the County. 4. ENVIRONMENTAL REVIEW. The NWCCOG agrees to prepare the preliminary environmental review for the HUD/CDBG Economic Development and Infrastructure program as a whole, as well as, individual environmental reviews for specific business loans under the Contract. The NWCCOG will also prepare the necessary public notices known as Finding of No Significant Impact ("FONSI"), Notice of Request for Release of Funds ("NORROF") and the Request for Release of Funds ("RRLOF") as appropriate. These and other communications regarding the environmental reviews under the Contract shall be kept in a formal file for public access known as the 2 Environmental Review Record. The Environmental Compliance Officer shall be the Executive Director of the NWCCOG 5. REPORTS AND SIGNATURES. The NWCCOG Administrator shall sign as the Certifying Official for environmental reviews under the Contract. The NWCCOG shall also prepare the quarterly progress reports required by the Contract within thirty(30) days following the end of each quarter under the Contract. The NWCCOG Administrator shall also be authorized to sign the Requests for Advance or Reimbursement, the Financial Status Reports and the Appropriate Determinations under the Contract. 6. PROGRAM RECORDS AND ACCESS. The NWCCOG shall maintain all public records related to the Contract and this HUD/CDBG Project at their corporate offices and provide public access to these records during normal business hours. Personal financial records and other confidential information concerning individual borrowers under the program shall be held confidential and with limited access as identified in the loan policy statement. Actual loan documents including the amount and terms of the loan and other contracts with individual businesses shall be made available upon request. The County shall have unlimited access to all records pertaining to the Contract and this Project. The County shall maintain copies of the Grant Application, Contracts with all participating counties and agreements with NWCCOG and NLF, Requests for Reimbursement and all other reports requiring the signature of the Chairman of the Board of the Eagle County Commissioners. 7. MISCELLANEOUS INCOME. As outlined in the Contract, the NLF shall retain in a separate account all forms of miscellaneous income relating to the Contract. Upon dissolution of the NLF, these funds shall be returned first to the State, or if the State agrees, to such organization agreed upon by the County which shall continue this CDBG Project. 8. MISCELLANEOUS. The NWCCOG and/or the NLF shall develop all the necessary Promissory Notes, Loan Agreements, Security Agreements under the Contract and this Project and enforce loan security interests as necessary and able, including repossession and foreclosure on real or personal property under the Contract and this CDBG Project. The NWCCOG shall have sole responsibility for monitoring the performance of the personnel hired with funds from the Contract. The NWCCOG and the NLF shall adopt and follow the NWCCOG's personnel, organizational and program policies which are in compliance with the requirements of the HUD/CDBG program. 9. TERMINATION CLAUSE. This Agreement may be terminated by either party upon ninety(90) days written notice subject to written approval of the State. In addition, if for any reason, NWCCOG and/or the NLF shall 3 fail to substantially perform the services required by this Agreement, or fails to ensure the performance of the services called for herein with such diligence as will ensure its completion, or materially fails to comply with any of the terms, conditions or provisions of this Agreement which shall constitute a violation or breach of this Agreement, and shall fail to cure the violation or breach within fifteen (15) days following notice thereof by the County, the County may terminate this Agreement by giving written notice to NWCCOG and/or the NLF. In addition to the other remedies available to it, in the event the County terminates this Agreement due to NWCCOG's and/or NLF's failure to cure any violation or breach as provided above, or due to NWCCOG's and/or NLF's breach of or violation of any covenant, agreement or assurance herein, the County retains the right and may, at its option, make written demand for the delivery of, and NWCCOG and/or NLF shall immediately upon receipt of such demand of the County: (a) transfer to a County designated third party all sums received by NWCCOG and/or NLF from the County under this Agreement as of the date of such demand,net of loan disbursements pursuant to this Agreement; (b) all Program Records and other documents prepared by NWCCOG and/or NLF pursuant to the terms of this Agreement; and (c) all expenses incurred by the County, including reasonable attorneys' fees, incurred in recovering said sums and records. Termination of this Agreement will have no effect of all pre-existing loans generated under the Contract. Upon the termination of this Agreement, NWCCOG and/or NLF shall transfer to the County designated third party all funds, Promissory Notes, Loan Agreements, Security Agreements and other Program Documents prepared in administration of the Contract which are in existence at the time of termination. NWCCOG and/or NLF shall also immediately notify the County of all pending loans or other commitments of NWCCOG and/or NLF under the Contract which are outstanding on the termination date and shall take such action with respect thereto as the parties hereto shall mutually determine. 10. INDEMNIFICATION. NWCCOG and NLF shall each, to the fullest extent permitted by law, indemnify, hold harmless and defend County and its officials,boards, officers, principals and employees from all losses, costs, claims, damages and liabilities, including reasonable attorney's fees and expenses for which County or any of its officials, boards, officers, principals and employees may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement or are based upon any performance or nonperformance by NWCCOG � p YP p Y and/or NLF and NWCCOG and NLF shall reimburse County for any and all legal and other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action. Nothing herein shall be construed as a waiver of defenses or immunities available to the County under the Governmental Immunity Act. 11. INSURANCE. NWCCOG and NLF shall maintain in full force and effect during the term of this Agreement the following insurance: commercial general liability insurance in the amount of at least $1,000,000 per occurrence and $2,000,000 aggregate at its own expense during the term of this Agreement, which shall afford coverage for all claims for bodily injury, including death, and all claims for destruction or damage to property and personal injury arising out of or in connection with any operations or services performed under this Agreement. NWCCOG and NLF shall also maintain fidelity insurance coverage in an amount not less than $1,000,000 under the terms and conditions set forth hereafter. The County shall be an additional insured under all such policies and 4 NWCCOG shall furnish the County Attorney's Office with certificates of insurance giving evidence of such coverage and containing a provision that the County shall be given thirty(30) days written notice of cancellation or material change of coverage. These certificates shall be delivered to County within ten (10) days following execution of this Agreement. Additionally, County, upon its written request, shall be given copies of these policies within thirty(30) days of such request. NWCCOG and NLF shall maintain in full force and effect worker's compensation insurance with the Colorado statutory limits as required by law. Any volunteers used by NWCCOG or NLF in the performance of this Agreement must be covered under a medical, accident, death or dismemberment policy with limits of not less than $10,000.00. NWCCOG shall furnish the County Attorney's Office with certificates of insurance giving evidence of such coverage and containing a provision that the County shall be given thirty(30) days written notice of cancellation or material change of coverage. These certificates shall be delivered to County within ten(10) days following execution of this Agreement. 12. INDEPENDENT CONTRACTOR. With respect to the provision of NWCCOG's and NLF's services hereunder, NWCCOG and NLF acknowledges that each is an independent contractor. Nothing in this Agreement shall be deemed to make NWCCOG or NLF an agent, employee,partner or representative of the County. NWCCOG and NLF shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners. NWCCOG and NLF and their respective employees are not entitled to workers' compensation benefits through the County. NWCCOG and NLF are solely responsible for necessary and adequate workers' compensation insurance and shall be responsible for withholding and paying all federal and state taxes. NWCCOG and its employees and NLF and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than the County. NWCCOG and NLF hereby acknowledge full and complete liability for and timely payment of all local, state and federal taxes imposed including, without limitation, tax on self-employment income, unemployment taxes and income taxes. 13. AMENDMENTS. This Agreement may be modified or changed at any time by written agreement of the parties. 14. ASSIGNMENT. Neither NWCCOG nor NLF may assign its responsibilities under this Agreement without the prior written consent of the County, which consent may be withheld in the County's sole discretion. The County shall be entitled to assign its rights, in whole or in part, under this Agreement upon written notice of such assignment to NWCCOG and/or NLF. 15. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue for any suit, right or cause of action arising under, or in connection with this Agreement shall be exclusively in Eagle County, Colorado. 16. THIRD PARTY BENEFICIARIES. 5 This Agreement does not, and shall not be deemed or construed to confer upon or grant to any third party or parties any right to claim damages or to bring any suit, action or other proceeding against NWCCOG, NLF or the County because of any breach hereof or because of any of the terms, covenants, agreements and conditions hereof. 17. BOARD ADOPTION. The parties pledge their good faith efforts and cooperation to further the economic development of Planning and Management Region XII and Garfield, Moffat, Rio Blanco and Routt Counties by witness to their signatures for the approval and adoption of this Agreement. 18. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i)personally delivered, or(ii) when mailed in the United States mail, first class postage prepaid, or(iii)when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or(iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission. Either party may change its address for purposes of this paragraph by giving five(5) days prior written notice of such change to the other party. COUNTY: with a copy to: Eagle County, Colorado Eagle County Attorney Attention: Greg Phillips 500 Broadway 500 Broadway P.O. Box 850 P.O. Box 850 Eagle, CO 81631 Eagle, CO 81631 Telephone: 970-328-8685 Telephone: 970-328-2648 Facsimile: 970-328-8699 Facsimile: 970-328-2687 NWCCOG: Attention: Liz Mullen P.O. Box 2308 Silverthorne, CO 80498 Telephone: 970-468-0295 ext. 123 NLF: Attention: Anita Cameron-Northwest P.O. Box 2308 Silverthorne, CO 80498 Telephone: 970-468-0295 ext. 119 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day first above written. NORTHWEST COLORADO COUNCIL OF GOVERNMENTS EAGLE COUNTY By: By: ��_. � . � Sara J. Fishe Kam Stiegelmeier, Chairman Eagle County Board of County Northwest Colorado Council of Commissioners Governments Attest: • Attest: ONS hag e County Liz Mullen, Executive Director Clerk and Recorder Northwest Colorado Council of Governments REGION 12 REVOLVING LOAN FUND CORPORATION d/b/a NORTHWEST LOAN FUND By: �- �� Kam Stiegelmeier Its: Chairman 7 EXHIBIT A LOAN POLICY STATEMENT 8 4 It) COUNCIL OF GOVERNMENTS " NORTHWEST LOAN FUND LOAN POLICY Revision Date: September 2013 Northwest Loan Fund Loan Policy Contents DEFINITIONS OBJECTIVES SOURCES OF FUNDS USE OF FUNDS INELIGIBLE USE OF FUNDS LOAN COMMITTEE CONFLICT OF INTEREST LOAN APPROVAL LOAN UNDERWRITING GUIDELINES LOAN APPLICATION PACKAGE CONFIDENTIALITY LOAN SERVICING DEFAULT PROCEDURES ALLOWANCE FOR LOAN LOSS RESERVE DEFINITIONS 2 Northwest Loan Fund Loan Policy Board shall refer to the Region 12 Revolving Loan Fund Corporation (R12 RLFC) dba Northwest Loan Fund (NLF) Board of Directors which is one and the same with the Northwest Colorado Council of Governments (NWCCOG) Council. Approved shall mean (a) approve loans and loan structure for submission to the Office of Economic Development and International Trade (OEDIT) for final approval under the Open Grant contract and, (b) approve loans and loan structure of loans made with Revolved Funds. Open Contract shall refer to funds directly from the Community Development Block Grant (CDBG) and its Micro-Enterprise Program (MEP). Revolved Funds shall refer to funds that have been repaid from a CDBG Open Contract. OBJECTIVES • To improve the economic base of and/or bring new wealth into the nine Northwest Colorado Counties by providing loans to businesses that will create or retain jobs (CDBG — at least 51% of the jobs have to be persons from low to moderate family income households (LMI)). • To provide access to capital for business expansion, retention, or start-up to low and moderate income persons. • To bring a value added product or fill a niche in the local economy not currently being filled. • To bring revenue from outside the Northwest counties. • To encourage financial and economic self-sufficiency of business clients toward eventual move to traditional sources. 3 Northwest Loan Fund Loan Policy SOURCES OF FUNDS for the NLF include: • Community Development Block Grant (CDBG) • Community Development Block Grant (CDBG)-Micro-Enterprise Loan Program — Loans $100,000 or under (MEP) • Revolved Funds (Funds repaid from a CDBG loan) USE OF LOAN FUNDS • Business assets o Equipment/machinery o Inventory o Raw materials o Purchase of existing business o Renovation/fixtures of business occupied building o Business occupied building purchase o Construction of new facility • Working Capital o Payroll o Accounts Receivable financing INELIGIBLE USE OF FUNDS • Pyramid or Networking Sales Enterprises • Gambling or gaming operations • Real Estate development • Land purchase • Franchises (with CDBG funds) • Production agriculture • Marijuana related businesses 4 Northwest Loan Fund Loan Policy LOAN COMMITTEE (LC) The LC shall be appointed by the Board and shall be comprised of one member from each county served by the NLF, as available. Service on the LC is voluntary. LC Duties The Loan Committee (LC) shall: (a) review loan package and credit displays as presented by Business Loan Officer (b) recommend loans and loan structure to the Colorado Office of Economic Development and International Trade (OEDIT) for approval under the Open Grant Contract and, (c) approve loans and loan structure of loans made with Revolved Funds. LC Composition It is the goal to have one member from each county with at least one person having business loan making experience, one having business legal experience and one having commercial real estate experience; the other members will be or have been business owners. The Executive Director of the Northwest Colorado Council of Governments (NWCCOG) will be an ex officio, non-voting, member of the Loan Committee. Candidates will be presented to the Board for approval. LC Term The term of five LC member is two years, and the term of four LC members is one year. After the first term, all terms shall be two years. A person appointed to fill a vacancy will serve to the date of expiration of the term being filled. There is no limit to the number of terms a committee person may serve. The LC committee shall appoint a chair and vice-chair from among the members. LC Meetings Meetings may be attended in person or by telephone or video conferencing. Meetings will be scheduled for one time per month and may be called as needed. Special Meetings may be called with non-simultaneous email votes due by a specified date and time. 5 Northwest Loan Fund Loan Policy LC Packets will be sent via confidential email; it will be the goal to have packets out one week prior to the meeting. Meeting will be run by the Chairperson. It will be the goal to have minutes distributed one week after a meeting. LC members shall be required to attend at least 50% of regularly scheduled meetings. LC Quorum A quorum shall be a simple majority of total members (5). Votes must be documented in LC meeting minutes denoting vote in person, by email or by FAX. Email or FAX votes will be attached to minutes. Two objections by committee members will cause the loan to be re-presented on a future agenda. CONFLICT OF INTEREST Definition A conflict of interest includes advising, approving, recommending or otherwise participating in the business decisions of the loan recipient, such as agents, advisors, consultants, attorneys, accountants or shareholders. Disclosure Verbal disclosure is required of any conflict of interest with a borrower, guarantor or other party to the transaction. The LC member will not place a motion or a second, and must abstain from voting. Conflicts of interest will be reported to the Board. 6 Northwest Loan Fund Loan Policy LOAN APPROVAL 1. A quorum of LC may approve a loan application. 2. Loans of $25,000 or less upon recommendation of the Business Loan Officer, can be approved by a quorum (simple majority) via non-simultaneous email votes by a specified date and time. 3. Approvals will be documented by Roll Call of LC members. 4. Approve provisions for technical assistance for MEP applicants 5. Approved loans will be reported to the Board/NWCCOG Council at regularly scheduled meetings. LOAN UNDERWRITING GUIDELINES 1. The minimum loan amount is $5,000 2. The term may vary based on use of funds and collateral but not to exceed 10 years. 3. Interest rates and Fees will vary based on loan size and risk. 4. Costs related to closing will be paid by the borrower. 5. All loans will be collateralized by all business assets. 6. Personal guarantees, of individuals with 20% or more ownership, will be required. 7. The Business Loan Officer will make a site visit prior to presenting the loan to LC (any exceptions will be documented and noted by LC). Upon the decision, by the Business Loan Officer, to present the loan for LC approval, LC members are encouraged to make a group site visit. In particular the member from the county in which the prospect is located, is required to make a site visit. 8. Monthly payments of principal and interest are the norm; adjustments will be made for seasonal businesses THE THREE C's— Character, Collateral, Credit It is intended that NLF loan analysis be more reliant on Character, Collateral, general feasibility and ability to repay and then on Credit. Northwest Loan Fund Loan Policy Northwest Loan Fund LOAN APPLICATION CHECKLIST • NLF Application (document available on NWCCOG/NLF website) • Business Tax Returns * (BTR) • Business Financial Statements* (BFS) Balance Sheets & Profit and Loss Statements including most recent month end • Personal financial statement with schedules & K-1's (PFS) for ownership of 20% or more (document available on NWCCOG/NLF website) • Personal Tax Returns* (PTR) for ownership of 20% or more • Schedule of Equipment (age, value, condition) • Schedule of Inventory for last 12 months • Aging of Accounts (Receivable & Payable) for last 12 months • Cash Flow projections by month for 1st year, then by quarter • Business plan including history, management abilities, business plans, uses of loan proceeds, revenues to repay the loan, and marketing plans (for free business planning assistance contact resources listed/linked on NWCCOG/NLF website) • Equipment bids or quotes for purchases • Copy of lease • Copy of commitment letters from other financing sources • Articles of Incorporation, by-laws, trade name affidavit or franchise agreement • Documentation of authorization to borrow • Job Creation Statement including existing staff (LMI by County on NWCCOG/NLF website) • For Real Estate: Copy of Owners Title Policy or Warranty Deed, Appraisal, Environmental review • Other information deemed necessary as requested *Note: Three years PTR, BTR, BFS, all signed and dated unless business life is less than 3 years. 8 Northwest Loan Fund Loan Policy CONFIDENTIALITY Financial information on the businesses and their owners will be kept confidential. Note: LC Packets will be sent via confidential email. LC members will sign a Confidentiality/Conflict of Interest Agreement. The business name, terms, amounts, employment levels and agreements will be a public record and will be made available upon request. Borrowers will be informed of this with the initial loan package. CLOSING DOCUMENTATION Closing Documents checklist (Exhibit B) with 'NEED" items marked, will be presented in LC packets as part of the loan approval. At closing, the Business Loan Officer shall initial the 'HAVE" column and prior to funding, an additional person shall confirm documentation and initial 'HAVE'. LOAN SERVICING It will be the goal of the NLF to maintain contact with each customer. A site visit is preferred. A memo of customer contact/visits will be placed in the loan file. DEFAULT PROCEDURES Loans delinquent 30 days or more will be reported to the LC monthly and Board bi-monthly (in Program Update) with comments on collection actions. The Business Loan Officer is authorized to offer a Loan Modification/Extension agreement for up to three months. Modifications/Extensions will be reported to the LC and Board. Where possible, accrued interest will be collected extending any loan payments. After period of appropriate collection activities, recommendations to place a loan on non- accrual or to write off the balance, may be made by the Business Loan Officer or LC, and approved by the Board. 9 Northwest Loan Fund Loan Policy ALLOWANCE FOR LOAN LOSS RESERVE The NLF will maintain an Allowance for Loan Loss (ALL) as an estimate of potential loan losses as a footnote to NLF Loans Receivable. A Colorado Housing and Finance Authority (chfa) Credit Reserve Account may be used as ALL and reported as a footnote to NLF Loans Receivable. Each loan will be graded and a percentage allowance set aside for each risk class. Loan grading will be updated semi-annually with loan grades reported to the Board. 10 Northwest Loan Fund Loan Policy Exhibit A Northwest Loan Fund - Communities Served Eagle Avon Basalt Eagle Eagle-Vail Edwards El Jebel Gypsum Minturn Red Cliff Vail Garfield Battlement Mesa Carbondale Glenwood Springs New Castle Parachute Rifle Silt Grand Fraser Granby Grand Lake Hot Sulphur Springs Kremling Winter Park Jackson Walden Moffat Craig Dinosaur Maybell 11 Northwest Loan Fund Loan Policy Page 2 Northwest Loan Fund- Communities Served Pitkin Ashcroft Aspen Basalt Meredith Redstone Snowmass Snowmass Village Woody Creek Rio Blanco Meeker Rangely Rio Blanco Routt Clark Hayden Oak Creek Steamboat Springs Yampa Phippsburg Toponas Summit Blue River Breckenridge Dillon Dyersville Frisco Heeney Keystone Montezuma Silverthorne 12 EXHIBIT B NLF Loan Closing Documentation Checklist Items with ** are mandatory to book the loan Borrower SECTION I (Left) FINANCIALS (Business): NEED WAIVE HAVE DOCUMENT Application Fiscal Year End /financial Statement Business Financials Accounts Receivable/accounts Payable Agings Business Tax Returns EXCEPTIONS: SECTION I (Right) FINANCIALS (Personal): NEED WAIVE HAVE DOCUMENT Personal Financial Statement (signed) Authorization for Credit inquiries Credit Report Personal Tax Returns SECTION II (Left) LOAN DOCUMENTS: NEED WAIVE HAVE DOCUMENT ** Promissory Note Loan Agreement (and addendums) Closing Documentation Checklist (this form) ** OEDIT Approval and/or LC Minutes Credit Submission Verification of Equity in Credit Submission ** Disbursement Records/Check Copies GUARANTEES: NEED WAIVE HAVE DOCUMENT ** Continuing Guarantee (Individuals) ** Continuing Guarantee (Business) Corporate Resolution to Guarantee/Grant Collateral Corp. Guarantor Entity Docs (Cert. of Good Standing, Articles, etc.) SECTION II (Right) SBA/PARTICIPANT COMMITMENTS: NEED WAIVE HAVE DOCUMENT W-9s: NEED WAIVE HAVE DOCUMENT W-9's one •er borrower •rantor •uarantors and DBA's AUTHORIZATION TO BORROW: NEED WAIVE HAVE DOCUMENT Authorization to Borrow Partnership Agmt/sole Proprietor/Trade name Affidavit Bylaws/Articles Certificate of Good Standing COLLATERAL (Business Assets): NEED WAIVE HAVE DOCUMENT ** Security Agreement Equipment List (Note: Agings are in BFS-section I) Assignment of Lease Invoice for Purchase Money Security Interest UCC Search ** UCC (recorded) COLLATERAL (Real Estate): NEED WAIVE HAVE DOCUMENT ** Deed of Trust **Assignment of Rents Title Commitment or 0 & E _ Title Policy ** Evidence of Taxes Current ** Evidende of Escrow **Appraisal/Evaluation Site Inspection Memo Environmental Report Survey ** Flood Zone Determination COLLATERAL (Titled Vehicles): NEED WAIVE HAVE DOCUMENT Security Agreement Original Title (signed by buyer/seller, any prior liens released, odometer) POA (as needed) DR2395 Application for Title Tax receipt (if paid by borrower) or Dealer Sales Tax Receipt Bill of Sale/Purchase Order INSURANCE: NEED WAIVE HAVE DOCUMENT Evidence of Insurance (NLF as loss payee) Agreement to provide Insurance STOCK/BOND DOCUMENTS: NEED WAIVE HAVE DOCUMENT Pledge Agreement Certificates Assignment of Stock/Bond Power OTHER COLLATERAL: NEED WAIVE HAVE DOCUMENT Security Agreement/Pledge/Assignment UCC SECTION III (Left) CORRESPONDENCE: Chronological - Newest on Top SECTION III (Right) MISCELLANEOUS: NEED WAIVE HAVE DOCUMENT Site Visit Form Closing costs collected in Certified Funds NOTE: HAVE column to be initialed by Business Loan Officer and Audit EXHIBIT B CDBG CONTRACT 9 CDBG 13-589 EAGLE COUNTY BLF Phase I Waiver#: Catalog of Federal Domestic Assistance(CFDA)# 14.228 Contract Management System(CMS)#59820 Encumbrance#F14CDB 135 89 Account Code(s): STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) ECONOMIC DEVELOPMENT GRANT AGREEMENT with EAGLE COUNTY, COLORADO TABLE OF CONTENTS 1.PARTIES 2 2.EFFECTIVE DATE AND NOTICE OF NONLIABILITY 2 3.RECITALS 2 4.DEFINITIONS 2 5.TERM AND EARLY TERMINATION 3 6. STATEMENT OF PROJECT 3 7.MATCHING FUNDS 3 8.GRANTEE FINANCIAL MANAGEMENT 4 9.PAYMENTS TO GRANTEE 4 10.REPORTING AND NOTIFICATION 5 11.GRANTEE RECORDS 5 12.CONFIDENTIAL INFORMATION-STATE RECORDS 6 13.CONFLICT OF INTEREST 7 14.REPRESENTATIONS AND WARRANTIES 7 15.INSURANCE 8 16.DEFAULT-BREACH 8 17.REMEDIES 11 18.NOTICES and REPRESENTATIVES 13 19.GOVERNMENTAL IMMUNITY 13 20.LEGAL RESIDENT 13 21.MISCELLANEOUS PROVISIONS 14 22.COLORADO SPECIAL PROVISIONS 17 23.SIGNATURE PAGE 0 19 EXHIBIT A—APPLICABLE LAWS EXHIBIT B—STATEMENT OF PROJECT EXHIBIT C—MAXIMUM INCOME LIMIT EXHIBIT D-FEDERAL FUNDING ACCOUNTABILITYAND TRANSPARENCY ACT OF 2006(FFATA) EXHI- Page 1 of 19 Form Revised: 12/2008. CDBG 13-589 EAGLE COUNTY BLF 1. PARTIES THIS GRANT AGREEMENT("Grant")is entered into by and between EAGLE COUNTY,Colorado ("Grantee"),and the STATE OF COLORADO(the"State")acting by and through the Colorado Department of Local Affairs (the"Department")for the benefit of the Division of Local Government ("DLG"). 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY This Grant shall not be effective or enforceable until approved and signed by the Colorado State Controller or authorized delegate("Effective Date"),but shall be effective and enforceable thereafter in accordance with its provisions.The Department shall not be obligated to pay or reimburse Grantee for any performance hereunder,including,but not limited to costs or expenses incurred,or be bound by any provision of this Grant prior: A. Option ®The Effective Date. B. Option ❑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 environmental review and authorizing Grantee to obligate or use Grant Funds. 3. RECITALS A. Authority,Appropriation,And Approval Authority for this Grant arises from CRS §24-32-106(1)(d). Authority exists in the law and funds have been budgeted,appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment and the required approval,clearance and coordination have been accomplished from and with appropriate agencies. B. Grantee Grantee is an eligible recipient of Grant Funds made available by the Program,as defined below, and awarded by this Grant. Grantee is aware of,willing and able to comply with all provisions specific to the Program,as set forth in Exhibit A and to complete the Project,described in Exhibit B. C. Purpose and Department's Role The Department administers funds made available to the Department for the purpose described in Exhibit B. 4. DEFINITIONS The following terms as used herein shall be construed and interpreted as follows: A. Effective Date Effective Date means the date this Grant is effective and enforceable in accordance with§2 above. B. Exhibits and Other Attachments "Exhibits"means the following are attached hereto and incorporated by reference herein: Exhibit A—Applicable Laws Exhibit B—Statement of Project Exhibit C—Maximum Income Limit Exhibit D—Federal Funding Accountability and Transparency Act of 2006(FFATA) C. Goods Goods means any physical item produced or manufactured and acquired by Grantee either separately or in conjunction with the Services rendered hereunder that are required by the provisions hereof. D. Grant Funds Grant Funds means the funds available for distribution by the Department to Grantee for use in connection with the Project,as set forth in the Recitals and Statement of Project sections hereof. E. Party or Parties Party or Parties means one or both of the Department and Grantee. F. Program Program means the federal or state funding for this Grant. Page 2 of 19 CDBG 13-589 EAGLE COUNTY BLF G. Project Project means the Project described in Exhibit B. H. Project Budget Project Budget means the Project Budget described in Exhibit B. I. Services Services means services performed or tangible material produced or delivered in completing the Project and in performance of Grantee's other obligations hereunder. J. Termination Date Termination Date means the date this Grant terminates as described in§5(A)below. K. Work Product Work Product means 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,prepared by Grantee in completing the Project and in performance of Grantee's other obligations hereunder. 5. TERM AND EARLY TERMINATION A. Initial Term-Work Commencement The term of this Grant shall commence on the later of the Effective Date or July 31,2013,and terminate on July 31,2015,unless terminated earlier as provided below. Grantee's obligations under this Grant shall be undertaken and performed in the sequence and manner set forth in Exhibit B.Performance of this Grant shall commence on: i. ®the Effective Date;or ii. ❑the later to occur of the Effective Date and the date set forth in a Release of Funds Letter. B. Department's Option to Extend The Department,in its sole discretion and upon written notice to Grantee,may unilaterally extend the term of this Grant for a period of up to three months under the same provisions as the original Grant if the Parties are negotiating a replacement contract(and not merely seeking a term extension) at or near the end of any initial term or an extension thereof This extension shall terminate at the earlier of either the end of the three month period or when a replacement Grant is signed by the Parties and approved by the State Controller or authorized designee. Any other extension of the term of this Grant requires an amendment made in accordance with§21(I)below. C. Early Termination This Grant is subject to early termination in accordance with the general remedies provisions of§17 below and as specifically otherwise provided for herein. 6. STATEMENT OF PROJECT Grantee shall complete the Project and perform its other obligations as described herein and in Exhibit B. Grantee shall prosecute its obligations hereunder and in Exhibit B with due diligence to completion.The Department,in its sole discretion,but in accordance with limitations imposed by the Office of the State Controller,may change budgetary lines in the Project Budget section of Exhibit B.The Depaitnient shall send notice of such changes within 60 days in accordance with§18 below. 7. MATCHING FUNDS A. Amount Grantee shall provide matching funds as provided in Exhibit B.Grantee shall raise the full amount of matching funds during the term of this Grant and shall report to the Department regarding the status of such funds as required in Exhibit B. B. Breach Grantee's failure to raise matching funds,to keep records, and/or to report may affect its continued participation in the Program under which this Grant operates. In addition,the Department may terminate this Grant under the Termination for Cause subsection of§17 below if the Department has reasonable evidence that Grantee will be unable to raise such matching funds during the term hereof. Page 3 of 19 CDBG 13-589 EAGLE COUNTY BLF 8. GRANTEE FINANCIAL MANAGEMENT A. Accounts Grantee shall maintain properly segregated accounts of Grant funds,matching funds,and other funds associated with the Project and make those records available to the Department on request.All receipts and expenditures associated with the Project shall be documented in a detailed and specific manner,in accordance with the Project Budget set forth in Exhibit B. B. Project Budget Line Item Adjustments Regarding budget lines within the Project Budget,Grantee may: i. ®not adjust individual budget line amounts without approval of the Department. Such approval shall be in the form of: a. a notice issued by the Department in accordance with§18 below;or b. an amendment in accordance with§21(I)below. ii. ❑ adjust individual budget line amounts without the Department's approval if a. there are no transfers to or between administration budget lines; and if b. the cumulative budgetary line item changes do not exceed the lesser of fifteen percent of the total budgeted amount or$20,000. 9. PAYMENTS TO GRANTEE Grantee shall be paid in the following amounts and manners, subject to return of any unexpended Grant Funds: A. Maximum Amount The maximum amount payable under this Grant to Grantee by the Department shall be Five Hundred Eighty Thousand and 00/100 dollars($580,000.00)as determined by the Department from available funds.The Department shall reimburse Grantee for costs approved in the Grant budget,set forth in Exhibit B. Satisfactory performance under the terms of this Grant shall be a condition precedent to the Department's obligation to reimburse Grantee.The maximum amount of Grant Funds payable as reimbursement under this Grant,and any extension hereof,shall include all Grantee's fees,costs and expenses. B. Payment All payments are subject to§17 below. i. Method and Time Grantee periodically shall submit invoices to the Department in the form and manner set forth in Exhibit B,and attach timesheets,receipts and other requested documentation in the form and manner approved by the Department. Grantee shall submit request for reimbursements/invoices within 45 days after the end of the period for which payment is requested,and final billings under this Grant shall be received by the Department within 45 days after termination hereof.Untimely requests for payment may be accepted at the sole discretion of the Department. ii. Electronic Funds Transfer Payments shall be made by one of the following methods: a. by mutually agreeable method including in-person pickup, b. electronic funds transfer(EFT)if Grantee provides written EFT instructions to the Department on a form acceptable to the Department,or c. via the U.S.Postal Service or other delivery service addressed as specified by Grantee in the remittance address section of Exhibit B. iii. Erroneous Payments,Unexpended and Excess Funds Grantee shall refund payments made by the State in error for any reason,including,but not limited to overpayments or improper payments,within 15 days of discovering or receiving notice of such error.Any funds paid to Grantee hereunder not expended in connection with this Grant by the termination date shall be refunded by Grantee within 15 days of such date.Any funds not required to complete Grantee's obligations hereunder shall be de-obligated by the State. If Grantee receives funds hereunder during any fiscal year in excess of its spending limit for such fiscal year,Grantee shall refund all excess funds to the State within 15 days of the later of of discovering or receiving Page 4 of 19 CDBG 13-589 EAGLE COUNTY BLF notice of such excess. Erroneous,unexpended,and excess funds received by Grantee under this Grant shall not be refunded or paid to any party other than the State. iv. Available Funds-Contingency-Termination The Department 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§2 of the Colorado Special Provisions,set forth below. If federal funds are used with this Grant in whole or in part,the Department'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 Department's liability for such payments shall be limited to the amount remaining of such encumbered funds. C. Additional Funds Grantee shall provide any additional or matching funds necessary to perform its obligations in accordance with the budget in Exhibit B. D. Remedies If state or federal funds are not appropriated,or otherwise become unavailable to fund this Grant,the State may immediately terminate the Grant in whole or in part without further liability in accordance with §17(B)below.If additional funds under§7(C)are unavailable in whole or part,the State may,in its sole discretion,reduce its total funding commitment hereunder in proportion to the reduction in additional funds. If Grantee fails to refund payments as set forth in§7(B)(iii)above,the State may offset the amount not returned against any other unpaid funds the State owes Grantee under any other grant,agreement, or obligation between the Parties. 10. REPORTING AND NOTIFICATION Reports and analyses required under this section shall be made in accordance with procedures and in such form as prescribed by the Department. A. Performance,Progress,Personnel,and Funds Grantee shall comply with all reporting requirements set forth in Exhibit B. B. Litigation Within 10 days after being served with any pleading related to this Grant or the Project,in a legal action filed with a court or administrative agency,Grantee shall notify the Department of such action and deliver copies of such pleadings to the Department's principal representative in accordance with§18 below.If a Department principal representative is not then serving,such notice and copies shall be delivered to the Executive Director of the Department. C. Noncompliance Grantee's failure to provide reports and notify the Department in a timely manner in accordance with this section may result in the delay of payment of funds and/or termination under§17 below. 11. GRANTEE RECORDS Grantee shall make,keep,maintain and allow inspection and monitoring of the following records: A. Maintenance Grantee shall maintain a complete file of all records,documents,communications,notes and other written materials,electronic media files,and communications,pertaining in any manner to the Project 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 final payment is made hereunder,whichever is later,or ii. for such further period as may be necessary to resolve any pending matters, or iii. 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 B. Inspection Grantee shall permit the State,the federal government or 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 Records Retention Period to assure compliance with the terms hereof or to evaluate Grantee's performance.The Department reserves the right to inspect the Project at all reasonable Page 5 of 19 CDBG 13-589 EAGLE COUNTY BLF times and places during the term of this Grant,including any extension. If the Project does not conform to Grant requirements,the Department may require Grantee promptly to bring the Project into conformity with Grant requirements, at Grantee's sole expense. If the Project cannot be brought into conformance by re-performance or other corrective measures,the Department 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 the preceding measure. C. Monitoring Grantee also shall permit the State,the federal government or any other duly authorized agent of a governmental agency,in the sole discretion of such governmental agency,to monitor all activities conducted by Grantee pursuant to this Grant,using any reasonable procedure,at the discretion of such governmental agency,including,but not limited to: internal evaluation procedures, examination of program data, special analyses,on-site checking, and formal audit examinations.All such monitoring shall be performed in a manner which will 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 one copy of the final audit report to the Department's principal representative at the address specified in§18 below. 12. CONFIDENTIAL INFORMATION-STATE RECORDS Grantee acknowledges that it may become privy to confidential information in connection with its performance hereunder,including but not limited to State records,personnel records,and information . concerning individuals("Confidential Information").The following applies if Grantee receives confidential information: A. Confidentiality Grantee shall keep all Confidential Information confidential at all times and comply with all laws and regulations concerning confidentiality of information to the same extent applicable to the Department. Any request or demand for information in the possession of Grantee made by a third party shall be forwarded immediately to the Department's principal representative for resolution. B. Notification Grantee shall notify each of its agents,employees,subgrantees,subcontractors and assigns (each a "Related Party")who may come into contact with Confidential Information that such party is subject to the confidentiality requirements set forth herein, and shall provide each Related Party with a written explanation of such requirements before permitting such party to access any information of the Department. 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 a Related Party in any way,except as authorized by this Grant and as approved by the Department. 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 a Related Party,except as set forth in this Grant and approved by the Department. D. Disclosure-Liability Disclosure of State records or other Confidential Information by Grantee or a Related Party for any reason may be cause for legal action against Grantee or such Related Party by the State or third parties and defense of any such action shall be Grantee's sole responsibility. E. Health Insurance Portability&Accountability Act of 1996("HIPAA") This HIPAA section[check one] ❑applies to or does not apply®to this Grant. Federal law and regulations governing the privacy of certain health information requires a"Business Associate Contract" between the Department and Grantee.45 C.F.R. Section 164.504(e). Attached and incorporated herein by reference and agreed to by the Parties is a HIPAA Business Associate Addendum for HIPAA compliance. Terms of the Addendum shall be considered binding upon execution of this Grant and shall remain in effect during the term of this Grant,including any extension. Page 6 of 19 CIDBG 13-589 EAGLE COUNTY BLF 13. CONFLICT OF INTEREST A. Definition and Appearance 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 Department's interests.Absent the Department's prior written approval,Grantee shall refrain from any practices,activities or relationships which reasonably appear to be in conflict with the full performance of Grantee's obligations to the Department hereunder. Grantee shall comply with the provisions of CRS §18- 8-308 and§24-18-101-109. B. Specific Prohibitions Grantee's and Subgrantee's respective officers,employees,or agents shall neither solicit nor accept gratuities,favors,or anything of monetary value from Grantee's potential Subgrantees, or parties to subcontracts. Grantee's employees, officers,agents or any permitted subgrantees shall not participate in the selection,award, or administration of this Grant or any subgrant or subcontract,if an actual or apparent conflict of interest would occur. Such a conflict would arise when any of the following has a financial or other interest in the firm selected for award: i. an employee,officer,agent or board member; ii. any member of the employee's immediate family; iii. an employee's partner;or iv. an organization,which employs,or is about to employ,any of the aforementioned. C. Determination by Department-Default - If Grantee is uncertain as to the existence of a conflict of interest,Grantee shall submit to the Department a disclosure statement setting forth the relevant details for the Department's consideration. Failure to promptly submit a disclosure statement or to follow the Department's direction in regard to the apparent conflict shall be considered a material default of this Grant and grounds for termination under the Termination for Cause subsection of§17 below. D. Code of Performance Grantee,and subgrantees and subcontractors,if any,shall maintain a written code of standards governing the performance of their respective employees,agents,and contractors engaged in the award and administration of this Grant,or subcontract or subgrant,if any. Grantee shall provide a copy of such code to the Department within 10 days of the Department's written request therefore. 14. REPRESENTATIONS AND WARRANTIES The Parties make the following specific representations and warranties to each other,upon which each is relying in entering into this Grant. A. Standard and Manner of Performance - Grantee shall perform its obligations hereunder,including in accordance with the highest professional standard of care,skill and diligence. Grantee shall perform its obligations hereunder in the sequence and manner set forth in Exhibit B. B. Inspection and Verification The Department reserves the right to inspect and monitor Grantee's performance hereunder at all reasonable times and places to verify that they conform to the requirements of Exhibit B. If Grantee's performance does not conform to Grant requirements,the Department may require Grantee promptly to bring its performance into conformity with Grant requirements,at Grantee's sole expense. If the Project cannot be brought into conformance by corrective measures,the Department 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 in equity in lieu of or in conjunction with the preceding measure. C. Legal Authority-Grantee and Grantees Signatory Grantee warrants that it possesses the legal authority to enter into this Grant and 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 and to bind Grantee to its terms.The person signing and executing this Grant on behalf of Grantee hereby represents and warrants and guarantees that Page 7 of 19 CDBG 13-589 EAGLE COUNTY BLF they have full authorization to do so.If requested by the Department, Grantee shall provide the Department the basis for Grantee's authority to enter into this Grant within 15 days of receiving such request. D. Licenses,Permits,etc. Grantee represents and warrants that as of the Effective Date it has,and that at all times during the term hereof it will have,at its sole expense,all licenses,certifications,approval,insurance,permits,and other authorization required by law to perform its obligations hereunder.Additionally,all employees of Grantee performing services under this Grant shall hold the required licenses or certifications,if any,to perform their duties,Grantee,if a foreign corporation or other entity transacting business in the State of Colorado, further certifies 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 this Grant, shall be deemed to be a default by Grantee and grounds for termination under Grant§17(A)below. E. Breach If the Grantee breaches any of its representations or warranties,the Department may require Grantee to promptly perform its obligations again in conformity with Grant requirements,at no additional cost to the Department.If such breaches cannot be,or are not cured,the Department may,in addition to any other remedies provided for in this Grant,require Grantee to take necessary action to ensure that future performance conforms to the provisions of this Grant;and equitably reduce the payment due to Grantee to reflect the reduced value of the Project.Any reduction,delay or denial of payment under this provision shall not constitute a breach of Grant or default by the Department. 15. INSURANCE Grantee and its Subgrantees shall obtain and maintain insurance as specified in this section at all times during the term of this Grant: All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to Grantee and the State. A. Grantee i. Public Entities If Grantee is a"public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101,et seq.,as amended(the"GIA"),then Grantee shall maintain at all times during the term of this Grant such liability insurance,by commercial policy or self-insurance,as is necessary to meet its liabilities under the GIA. Grantee shall show proof of such insurance satisfactory to the State,if requested by the State. Grantee shall require each subgrant with Subgrantees that are public entities,providing Goods or Services hereunder,to include the insurance requirements necessary to meet Subgrantee'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§15(B)with respect to Subgrantees that are not"public entities". B. Grantees,Subgrantees and Subcontractors Grantee shall require each subgrant with Subgrantees and each contract with Subcontractors,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. Workers' Compensation Workers' Compensation Insurance as required by State statute,and Employer's Liability Insurance covering all of Grantee, Subgrantee and Subcontractor 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 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 and completed operations aggregate; and(d)$50,000 any one fire. Page 8 of 19 CDBG 13-589 EAGLE COUNTY BLF 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. Malpractice/Professional Liability Insurance This section❑ shall I ® shall not apply to this Grant. Grantee, Subgrantees and Subcontractors shall maintain in full force and effect a Professional Liability Insurance Policy in the minimum amount of$1,000,000 per occurrence and$3,000,000 in the aggregate,written on an occurrence form,that provides coverage for its work undertaken pursuant to this Grant.If a policy written on an occurrence form is not commercially available,the claims-made policy shall remain in effect for the duration of this Grant and for at least two years beyond the completion and acceptance of the work under this Grant,or,alternatively,a two year extended reporting period must be purchased.The Grantee, Subgrantee or Subcontractor shall be responsible for all claims,damages,losses or expenses,including attorney's fees,arising out of or resulting from such party's performance of professional services under this Grant,a subcontract or subgrant. v. Umbrella Liability Insurance For construction projects exceeding$10,000,000, Grantee, Subgrantees and Subcontractors shall maintain umbrella/excess liability insurance on an occurrence basis in excess of the underlying insurance described in§15B(i)-(iv)above. Coverage shall follow the terms of the underlying insurance,included the additional insured and waiver of subrogation provisions.The amounts of insurance required in subsections above may be satisfied by the Grantee, Subgrantee and Subcontractor purchasing coverage for the limits specified or by any combination of underlying and umbrella limits,so long as the total amount of insurance is not less than the limits specified in each section previously mentioned. The insurance shall have a minimum amount of$5,000,000 per occurrence and$5,000,000 in the aggregate. vi. Property Insurance This subsection shall apply if Grant Funds are provided for the acquisition,construction,or rehabilitation of real property. Insurance on the buildings and other improvements now existing or hereafter erected on the premises and on the fixtures and personal property included in the Subject Property against loss by fire,other hazards covered by the so called"all risk"form of policy and such other perils as State shall from time to time require with respect to properties of the nature and in the geographical area of the Subject Property,and to be in an amount at least equal to the replacement cost value of the Subject Property. Grantor will at its sole cost and expense,from time to time and at any time,at the request of State provide State with evidence satisfactory to State of the replacement cost of the Subject Property. vii. Flood Insurance If the Subject Property or any part thereof is at any time located in a designated official flood hazard area,flood insurance insuring the buildings and improvements now existing or hereafter erected on the Subject Property and the personal property used in the operation thereof in an amount equal to the lesser of the amount required for property insurance identified in§vi above or the maximum limit of coverage made available with respect to such buildings and improvements and personal property under applicable federal laws and the regulations issued thereunder. viii.Builder's Risk Insurance The subsection shall apply if Grant Funds are provided for construction or rehabilitation of real property. Grantee, Subgrantee and/or Subcontractor shall purchase and maintain property insurance written on a builder's risk"all-risk"or equivalent policy form in the amount of the initial construction/rehabilitation costs,plus value of subsequent modifications and cost of materials supplied or installed by others,comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise agreed in writing by all persons and entities who are beneficiaries of such Page 9 of 19 CDBG 13-589 EAGLE COUNTY BLF insurance,until final payment has been made or until no person or entity other than the property owner has an insurable interest in the property. a. The insurance shall include interests of the property owner, Grantee, Subgrantee, Subcontractors in the Project as named insureds. b. All associated deductibles shall be the responsibility of the Grantee, Subcontractor and Subgrantee. Such policy may have a deductible clause but not to exceed$10,000. c. Property insurance shall be on an"all risk"or equivalent policy form and shall include, without limitation,insurance against the perils of fire(with extended coverage) and physical loss or damage including,without duplication of coverage,theft,vandalism,malicious mischief,collapse,earthquake,flood,windstorm,falsework,testing and startup,temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements,and shall cover reasonable compensation for Grantee's, Subgrantee's and Subcontractor's services and expenses required as a result of such insured loss. d. Builders Risk coverage shall include partial use by Grantee and/or property owner. e. The amount of such insurance shall be increased to include the cost of any additional work to be done on the Project,or materials or equipment to be incorporated in the Project, under other independent contracts let or to be let. In such event, Subgrantee and Subcontractor shall be reimbursed for this cost as his or her share of the insurance in the same ratio as the ratio of the insurance represented by such independent contracts let or to be let to the total insurance carried. ix. Pollution Liability Insurance This subsection shall apply if Grant Funds are provided for the construction or rehabilitation of real property. If Grantee and/or its Subgrantee or Subcontractor is providing directly or indirectly work with pollution/environmental hazards,they must provide or cause those conducting the work to provide Pollution Liability Insurance coverage. Pollution Liability policy must include contractual liability coverage.The policy limits shall be in the amount of$1,000,000 with maximum deductible of $25,000 to be paid by the Grantee's Subcontractor and/or Subgrantee. C. Miscellaneous Insurance Provisions Certificates of Insurance and/or insurance policies required under this Grant shall be subject to the following stipulations and additional requirements: i. Deductible.Any and all deductibles or self-insured retentions contained in any Insurance policy shall be assumed by and at the sole risk of the Grantee,its Subgrantees or Subcontractors. ii. In Force.If any of the said policies shall fail at any time to meet the requirements of the Grant as to form or substance,or if a company issuing any such policy shall be or at any time cease to be approved by the Division of Insurance of the State of Colorado, or be or cease to be in compliance with any stricter requirements of the Grant,the Grantee,its Subgrantee and its Subcontractor shall promptly obtain a new policy. iii. Insurer.All requisite insurance shall be obtained from financially responsible insurance companies, authorized to do business in the State of Colorado and acceptable to Grantee. iv. Additional Insured Grantee and the State shall be named as additional insureds 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, Subgrantees and Subcontractors 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 Page 10 of 19 CDBG 13-589 EAGLE COUNTY BLF State in accordance with§18 (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 Subgrantees and Subcontractors 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. D. Certificates Grantee, Subgrantee and Subcontractor shall provide certificates showing insurance coverage required hereunder to the State within seven business days of the Effective Date of this Grant or of their respective subcontract or subgrant.No later than 15 days prior to the expiration date of any such coverage,Grantee, Subgrantee and Subcontractor 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, subgrant or subcontract,Grantee, Subgrantee and Subcontractor shall,within 10 days of such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this §15. 16. DEFAULT-BREACH A. Defined In addition to any breaches or defaults specified in other sections of this Grant,including,but not limited to the§22 below,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 default or breach. The institution of proceedings under any bankruptcy,insolvency,reorganization or similar legislation,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 default. B. Notice and Cure Period In the event of a default or breach,notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in§18 below. If such default or breach is not cured within 30 days of receipt of written notice or,if a cure cannot be completed within 30 days,cure of the default or breach has not begun within said period and pursued with due diligence,the aggrieved Party may terminate this Grant by providing written notice thereof,as provided for in§18 below,specifying the effective date of the termination.Notwithstanding anything to the contrary herein,the Department,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. 17. REMEDIES If Grantee is in default or breach under any provision of this Grant,the Department shall have all of the remedies listed in this section in addition to all other remedies set forth in other sections of this Grant.The Department may exercise any or all of the remedies available to it,in its sole discretion,concurrently or consecutively. A. Termination for Cause and/or Default 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 Department may notify Grantee of such non-performance in accordance with the§16 above and§18 below.If Grantee thereafter fails to promptly cure such non-performance within the cure period,the Department,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 Department 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 the termination notice,Grantee shall not incur further obligations or render further performance hereunder past the effective date of such notice,and shall also terminate outstanding orders and subcontracts with third parties.However,Grantee shall complete and deliver to the Department all Services and Goods not cancelled by the termination notice and may incur Page 11 of 19 CDBG 13-589 EAGLE COUNTY BLF obligations as are necessary to do so within the Grant terms. In the sole discretion of the Department,Grantee shall assign to the Department all of Grantee's right,title, and interest under such terminated orders or subcontracts.Upon termination,Grantee shall take timely,reasonable and necessary action to protect and preserve property in the possession of Grantee in which the Department has an interest.All materials owned by the Department in the possession of Grantee shall be immediately returned to the Department.All Work Product,at the option of the Department,shall be delivered by Grantee to the Department and shall become the Department's property. ii. Payments The Department shall pay Grantee only for accepted performance received up to the date of termination. If,after termination by the Department,it is determined that Grantee was not in default or that Grantee's action or inaction was excusable,such termination shall be treated as a termination in the public interest and the rights and obligations of the Parties shall be the same as if this Grant had been terminated in the public interest,as described in§17(B)below. iii. Damages and Withholding Notwithstanding any other remedial action by the Department,Grantee also shall remain liable to the Department for any damages sustained by the Department by virtue of any default under this section by Grantee and the Department may withhold any payment to Grantee for the purpose of mitigating the Department's damages,until such time as the exact amount of damages due to the Department from Grantee is determined.Further,the Department may withhold amounts due to Grantee as the Department deems necessary to protect the Department against loss because of outstanding liens or claims of former lien holders and to reimburse the Department for the excess costs incurred in procuring similar goods or services.Grantee shall be liable for excess costs incurred by the Department in procuring from third parties replacement Services or substitute Goods as cover. B. Early Termination for the Public Interest The Department 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 Courts. If this Grant ceases to further the public policy of the State,the Department,in its sole discretion,may terminate this Grant in whole or in part. Exercise by the Department of this right shall not be deemed a breach of the Department's obligations hereunder.This subsection shall not apply to a termination of this Grant by the Department for cause or default by Grantee,which shall be governed by§17(A)above. i. Method and Content The Department shall notify Grantee of the termination in accordance with§16 above and§18 below specifying 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§17(A)(i) above. iii. Payments If this Grant is terminated by the Department in furtherance of the public interest of the State of Colorado, Grantee shall be paid for satisfactory performance up to the date of termination less payments previously made. C. Remedies Not Involving Termination The Department,its sole discretion,may exercise one or more of the following remedies in addition to other remedies available to the Department: 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 Department without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee shall promptly cease performance and incurring costs in accordance with the Department's directive and the Department shall not be liable for costs incurred by Grantee after the suspension of performance under this provision. Page 12 of 19 CDBG 13-589 EAGLE COUNTY BLF ii. Withhold Payment Withhold payment to Grantee until corrections in services are satisfactorily completed and/or acceptable goods are provided. iii. Deny Payment Deny payment for those Services not performed and/or Goods not provided and which due to circumstances caused by the Grantee cannot be performed or provided or,if performed or provided, w ould be of no value to the Department;provided that any denial of payment must be reasonably related to the value of work,performance or Goods lost to the Department. ,p p iv. Removal Demand removal of any of Grantee's employees,agents,or subcontractors whom the Department 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 Department's best interest.Replacement of any key personnel hereunder shall be done in accordance with the relevant provisions of Exhibit B. 18. NOTICES and REPRESENTATIVES Each individual identified below is the principal representatives 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,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. Department: Robert Todd,Manager,CDBG Business Programs Department of Local Affairs/OEDIT 1625 Broadway, Suite 2700 Denver, Colorado 80202 Email: robert.todd @state.co.us Grantee: Keith Montag,County Manager Eagle County P.O. Box 850 Eagle,Colorado 81631 Email: keith.montag @eaglecounty.us 19. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary,nothing herein shall constitute a waiver,express or implied,of any of the immunities,rights,benefits,protection,or other provisions of the Colorado Governmental Immunity Act, §CRS 24-10-101,et seq.,as amended.Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado,its departments,institutions, agencies,boards,officials,and employees is controlled and limited by the provisions of the Governmental Immunity Act and the risk management statutes,CRS §24-30-1501,et seq.,as amended. 20. LEGAL RESIDENT This legal resident section[check one] ❑applies to or does 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: Page 13 of 19 i CDBG 13-589 EAGLE COUNTY BLF 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,Affidavit of Legal Residency, 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. 21. MISCELLANEOUS PROVISIONS A. Assignment Except as otherwise specifically provided in Exhibit B,Grantee's rights and obligations hereunder are personal and may not be transferred,assigned or subcontracted,without the prior,written consent of the State. Any attempt at assignment,transfer,subcontracting without such consent shall be void.All r by Grantee or the State shall be subject to the assignments,subcontracts/subcontractors approved y subject hereof. Grantee shall be solely responsible for all aspects of subcontracting arrangements and performance. B. Binding Effect Unless otherwise provided herein,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 Agreement are for convenience of reference only,and shall not be used to interpret,define,or limit its provisions. D. Counterparts This Agreement may be executed in multiple identical original counterparts,all of which shall constitute one agreement. E. Entire Understanding This Agreement 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 addition, deletion, or other amendment hereto shall not have any force or affect whatsoever,unless embodied herein. F. Federal Funding-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 subcontractors under subcontracts permitted by this Grant. G. Indemnification i. Intergovernmental Grants If this is an intergovernmental Grant,the provions hereof shall not be construed or interpreted as a waiver,express or implied,of any of the immunities,rights,benefits,protection,or other provisions, of the Colorado Governmental Immunity Act,CRS §24-10-101 et seq.,or the Federal Tort Claims Act,28 U.S.C. 2671 et seq.,as applicable,as now or hereafter amended. ii. Non-Intergovernmental Grants 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, subcontractors,or assignees pursuant to the terms of this Grant. Page 14 of 19 CDBG 13-589 EAGLE COUNTY BLF H. Jurisdiction and Venue All suits, actions,or proceedings related to this Agreement shall be held in the State of Colorado and the Parties herby agree that venue shall be proper in the City and County of Denver. I. Modification i. By the Parties Except as specifically provided in this Agreement,modifications of this Agreement shall not be effective unless agreed to in writing by both parties in an amendment to this Agreement,properly executed and approved in accordance with Colorado State law and State Fiscal Rules. ii. By Operation of Law This Agreement 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 Agreement on the effective date of such change, as if fully set forth herein. J. Order of Precedence The provisions of this Agreement shall govern the relationship of the State and Grantee.In the event of conflicts or inconsistencies between this Agreement and its exhibits and attachments,such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Exhibit D,Federal Funding Accountability and Transparency Act ii. Exhibit A, Applicable Laws iii. §23,Colorado Special Provisions iv. §§1-22 of this Grant Agreement v. Exhibit B, Statement of Project, vi. Exhibit C,Maximum Income Limits K. Severability Provided this Agreement 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. L. Survival of Certain Agreement Terms Notwithstanding anything herein to the contrary,provisions of this Agreement 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. Third Party Beneficiaries Enforcement of this Agreement 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 Agreement are incidental to the Agreement,and do not create any rights for such third parties. N. Waiver Waiver of any breach of a term,provision,or requirement of this Agreement or any right or remedy hereunder,whether explicitly or by lack of enforcement,shall not be construed or deemed as a waiver of any subsequent breach of such term,provision or requirement, or of any other term,provision,or requirement. O. CORA Disclosure To the extent not prohibited by federal law,this Grant and the performance measures and standards under CRS §24-103.5-101,if any,are subject to public release through the.Colorado Open Records Act,CRS §24-72-101,et seq. THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 15 of 19 CDBG 13-589 EAGLE COUNTY BLF 22. STATEWIDE CONTRACT MANAGEMENT SYSTEM [This section shall apply when the maximum amount in§9(A)is$100,000 or Higher] By entering into this Grant,the 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 contracts and inclusion of contract performance information in a statewide contract management system. The Grantee's performance shall be evaluated in accordance with the terms and conditions of this Grant, State Law,including CRS § 24-103.5-101 and State fiscal Rules,Policies and Guidance. Evaluation of the Grantee's performance shall be part of the normal contract administration process and the Grantee's performance will be systematically recorded in the statewide Contract Management System. Areas of review shall include,but shall not be limited to,quality,cost and timeliness. Collection of information relevant to the performance of Grantee's obligations under this Grant shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of the Statement of Project of this Grant. Such performance information shall be entered into the statewide Contract Management System at intervals established in the Statement of Project and a final review and rating shall be rendered within 30 days of the end of the Grant term. The Grantee shall be notified following each performance review and shall address or correct any identified problem in a timely manner and maintain work progress. Should the final performance evaluation determine that the Grantee demonstrated a gross failure to meet the performance measures established under the Statement of Project,the Executive Director of the Colorado Department of Personnel and Administration(Executive Director),upon request by DOLA,and showing of good cause,may debar the Grantee and prohibit the Grantee from bidding on future contracts. The Grantee may contest the final evaluation and result by: (i)filing rebuttal statements,which may result in either removal or correction of the evaluation(CRS §24-105-102(6)); or(ii)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 the Grantee,by the Executive Director,upon showing of good cause. THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK it II Page 16of19 CDBG 13-589 EAGLE COUNTY BLF 23. COLORADO SPECIAL PROVISIONS A. These Special Provisions apply to all State contracts except where noted in italics. 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. 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. 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. 4. INDEPENDENT CONTRACTOR.4 CCR 801-2. Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be or shall be deemed to be an agent or employee of the state. Grantee shall pay when due all required employment taxes and income taxes and local head taxes on any monies paid by the state pursuant to this Grant. Grantee acknowledges that Grantee and its employees are not entitled to unemployment insurance benefits unless Grantee or a third party provides such coverage and that the state does not pay for or otherwise provide such coverage. Grantee shall have no authorization,express or implied,to bind the state to any agreement,liability or understanding,except as expressly set forth herein. Grantee shall provide and keep in force workers'compensation(and provide proof of such insurance when requested by the state)and unemployment compensation insurance in the amounts required by law and shall be solely responsible for its acts and those of its employees and agents. 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. 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. 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 Grant or incorporated herein by reference shall be null and void. 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. Page 17 of 19 CDBG 13-589 EAGLE COUNTY BLF 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. 10. VENDOR OFFSET. CRS §§24-30-202(1)and 24-30-202.4. [Not Applicable to Intergovernmental Grants] 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. 11. PUBLIC CONTRACTS 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 contract with an illegal alien who will perform work under this Grant and will 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 Department program established pursuant to CRS §8-17.5-102(5)(c),Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant or enter into a contract with a subcontractor that fails to certify to Grantee that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Grant. Grantee(a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this Grant is being performed,(b)shall notify the subcontractor and the contracting State agency within three days if Grantee has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this Grant,(c)shall terminate the subcontract if a subcontractor does not stop employing or contracting 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 Department program, Grantee shall deliver to the contracting 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 comply with all of the other requirements of the Department program. If Grantee fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting 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. 12. PUBLIC CONTRACTS 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. (Colorado Special Provisions,revised 1/1/09) THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 18 of 19 • CDBG 13-589 EAGLE COUNTY BLF 24. 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 STATE OF COLORADO Eagle County,Colorado John W.Hickenlooper,GOVERNOR DEPARTMENT OF LOCAL AFFAIRS By: Sara J.Fisher Name of Authorized Individual By: Reeves Brown,Executive Director Title:Chair,Eagle County Board of County Commissioners Official Title of Authorized Individual Date: 401240._ *Signature PRE-APPROVED FORM CONTRACT REVIEWER Date: V) l f 3 By: Robert Todd,CDBG/OEDIT 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 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 Robert Jaros, CPA By: Barbara M.Casey,Controller Delegate Date: Page 19 of 19 CDBG 13-589 EAGLE COUNTY BLF EXHIBIT A-APPLICABLE LAWS Federal laws and regulations incorporated into this Grant include,without limitation: 2 C.F.R. 220,Cost Principles for Education Institutions 2 C.F.R.225,Cost Principles for State,Local and Indian Tribal Governments 2 C.F.R.230,Cost Principles for Non-Profit Organizations 24 C.F.R. Subtitle A,Parts 0-82,et seq,as amended,Housing and Urban Development 24 C.F.R. Subtitle B,Chapter I-XXV,et seq,as amended,Housing and Urban Development 40 C.F.R. 1500-1508,as amended, Council on Environmental Quality Regulations Implementing NEPA 41 C.F.R. Chapter 60,as amended,Executive Order 11246 49 C.F.R.Part 24,as amended,Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 2 U.S.C. Chapter 26,et seq.,as amended,Disclosure of Lobbying Activities 5 U.S.C. 552a,as amended,Privacy Act of 1974 8 U.S.C. 1101,Immigration and Nationality Act 12 U.S.C. §§1701- 1701z-15,et seq.,as amended,National Housing Act 15 U.S.C.Chapter 49,et seq.,as amended,Fire Prevention and Control 16 U.S.C. Chapters 1-83,et seq.,as amended, Conservation 20 U.S.C. 1681-1688,Title IX, as amended,Education Amendment of 1972 29 U.S.C. Chapter 14, §§621-634,et seq.,as amended,Age Discrimination in Employment 29 U.S.C. Chapter 16, §§793-794, et seq.,as amended,Vocational Rehabilitation and Other Rehabilitation Services 29 U.S.C. Chapter 8, §§201,206,et seq., as amended,Labor 31 U.S.C. Subtitle I-VI,et seq.,as amended,Money and Finance 40 U.S.C. Subtitle I, et seq., as amended,Federal Property and Administrative Services 40 U.S.C. Subtitle II,et seq.,as amended,Public Buildings and Works 41 U.S.C. 35 et seq.,Walsh-Healey Public Contracts Act 41 U.S.C. 701, et seq.,Drug Free Workplace Act of 1988 42 U.S.C. Chapter 21,et seq.,as amended,Civil Rights 42 U.S.C. Chapter 45,et seq.,as amended,Fair Housing 42 U.S.C. Chapter 50,et seq.,as amended,National Flood Insurance 42 U.S.C. Chapter 55,et seq.,as amended,National Environmental Policy 42 U.S.C. Chapter 63,et seq.,as amended,Lead-Based Paint Poisoning Prevention 42 U.S.C.Chapter 69,et seq., as amended,Community Development 42 U.S.C. Chapter 6A,et seq., as amended,Public Health Services 42 U.S.C. Chapter 76,et seq.,as amended,Age Discrimination in Federally Assisted Programs 42 U.S.C. Chapter 89,et seq.,as amended, Congregate Housing Services 42 U.S.C. Chapter 85,et seq.,as amended,Air Pollution Prevention and Control 42 U.S.C.Chapter 126,et seq.,as amended,Equal Opportunity for Individuals with Disabilities 42 U.S.C. Chapter 130,et seq., as amended,National Affordable Housing C.R.S. 24-34-501 -510, et seq.,as amended,Colorado Housing Act of 1970 C.R.S.24-75-601 et seq.,as amended,Legal Investment of Public Funds Executive Order 11063,HUD Equal Opportunity in Housing,as amended by Executive Order 12259, Leadership and Coordination of Fair Housing in Federal Programs Executive Order 11593,Protection and Enhancement of the Cultural Environment Executive Order 11988,Floodplain Management OMB Circular A-133,Audits of States,Local Governments,and Non-Profit Organizations Page 1 of 1-Exhibit A-Applicable Laws ' I CDBG 13-589 EAGLE COUNTY BLF EXHIBIT B—STATEMENT OF PROJECT (SOP) Business Loan Fund 1. GENERAL DESCRIPTION OF THE PROJECT 1.1. General Description.This Project consists of providing Community Development Block Grant (CDBG)funds to the Grantee to create and continue a Business Loan Fund(BLF),the primary purpose of which is to encourage economic diversification and job creation and/or retention which addresses the program objective of benefit to Low and Moderate Income Persons, as defined in§2.1 below.Eagle County is designated as the Lead County or Grantee. CDBG funds may be used to operate a business loan fund program,provide micro-enterprise business financial and/or technical assistance,or provide funding for feasibility/planning studies. Details of allowable activities and related requirements are outlined in the remainder of this exhibit. 1.2. Eligible Expenses.The activities allowed under this Grant shall be those listed under this subsection and§7 below. 1.2.1. Business and Micro-Enterprise Financial Assistance.Eligible expenses include,but are not limited to,costs associated with working capital,operating expenses,machinery and equipment, land and/or building acquisition,and construction.The State shall provide specific approval for the type of expenses that shall be eligible for payment with CDBG funds when Grantee,as specified in§6.2.3,makes a specific request for such approval and such request is submitted to the State for its review/consideration. 1.2.2. Micro-Enterprise Business Technical Assistance.Eligible expenses include costs associated with the BLF's provision of technical assistance through a third party provider to a business, including but not limited to marketing,accounting and/or operational technical assistance. Technical assistance may be authorized in conjunction with financial assistance provided under a locally developed and state approved micro-enterprise assistance program.The State shall provide specific approval for the type of expenses that shall be eligible for payment with CDBG funds when Grantee makes a specific request for such approval and such request is submitted to the State for its review/consideration. 1.2.3. Feasibility/Planning Studies. Eligible expenses include,but are not limited to,costs associated with market research,development of a capital structure, and development of a legal structure. Funding for this activity is typically in the form of a grant;however,on a case-by-case basis, the State may approve alternative structures including the use of loans,loan guarantees or equity interests. Grantee shall ensure the study(ies)be in accordance with the State's approved terms and conditions and with the requirements outlined in the CDBG Guidebook,which is available on DOLA's website.If the study results in the proposed project moving forward,the Grantee shall ensure that a minimum of 51%Low and Moderate Income Persons benefit from the project in accordance with§2.1 and§3.2 below. 1.2.4. General Administration.Eligible expenses include,but are not limited to,the costs of performing general Project activities related to compliance with this Grant,financial management,loan packaging and review,and loan servicing necessary for operation of the BLF program. General Administration funds are subject to the following requirements: 1.2.4.1. CDBG Administrative Cap. Grantee shall ensure that administrative expenses do not exceed 16%of the total CDBG costs(sum of administrative,business financial assistance,feasibility/planning,and business technical assistance costs)under this Grant. Compliance shall be determined at the termination date of this Grant.At that time,if the administrative funds drawn exceed the percentage specified herein,Grantee shall repay the excess amount to the State unless the Governor's Financial Review Committee(GFRC),has approved a waiver of this requirement. 1.2.4.2. Equipment Purchase.Grantee shall submit requests for the use of CDBG administrative funds to purchase equipment over$5,000 to DOLA staff at the Office of Economic Development and International Trade(OEDIT)for review and approval prior to such purchases. Page 1 of 8—Statement of Project CDBG 13-589 EAGLE COUNTY BLF 1.2.4.3. Contribution toward General Administration. Grantee and/or its Subgrantee shall inject a minimum contribution of$10,000 for the administration of the BLF on an annual basis.However in no event shall the use of CDBG miscellaneous income, as defined in§1.5.3 below,retained by its Subgrantee,exceed$20,000 on an annual basis for this purpose. 1.3. Leveraged Funds.Grantee is required to seek leveraged funds provided by private entities,including but not limited to the assisted businesses,banks,investors,individuals,and public entities. Such funds shall generally comprise the majority of funds used to assist businesses receiving CDBG assistance. Unless otherwise authorized in writing by the State,Grantee shall be responsible for meeting the required leveraged funds for this Project,as specified in§7 below,during the term of this Grant. Leveraged funds shall not be considered matching funds for federal program purposes.The State recognizes that utilization of the micro-enterprise program may make this leverage criteria • unattainable.To the extent that CDBG funds are utilized to provide assistance to micro-enterprises, Grantee's share of leveraged funds may be reduced on a pro-rata basis. 1.4. Program Income. If Grantee has not entered into a subgrantee agreement for the administration of the BLF,all revenues received by the Grantee which result directly from the CDBG-assisted activity, including but not limited to principal and interest payments,origination fees,servicing charges,interest earned and proceeds from the sale of acquired assets, shall be considered to be program income and subject to CDBG requirements. 1.5. Subgrant.This subsection® is,or❑ is not applicable.When applicable,the terms and provisions of this Grant may also pertain to Subgrantee,whether Subgrantee is specifically mentioned or not. Grantee is not released from its obligations under this Grant even if it has contracted out the administration of the BLF. 1.5.1. Subgrantee. Grantee has entered into a subgrantee agreement with Northwest Colorado Council of Governments("NWCCOG"or"Subgrantee"),a qualifying non-profit organization, for the administration of the BLF,as allowed under Section 105(a)(15)of the Housing and Community Development Act of 1974. 1.5.2. Approval of Subgrantee Agreement. Grantee shall submit its subgrantee agreement to DOLA staff at OEDIT and obtain the State's approval of such subgrantee agreement prior to disbursement of Grant funds. Subgrantee agreement shall clearly delineate contractual responsibilities of the Grantee and subgrantee. 1.5.3. Miscellaneous Income.All revenues received by Subgrantee which result directly from the CDBG-assisted activity,including but not limited to principal and interest payments,origination fees,servicing charges,interest earned and proceeds from the sale of acquired assets shall be considered to be miscellaneous income. 1.5.3.1. Use of Funds.Unless otherwise authorized in writing by the State,all miscellaneous income shall be retained by Subgrantee and used to continue the operation of the BLF, specifically making loans to businesses and micro-enterprise businesses and paying reasonable and necessary general administrative costs associated with the BLF. 1.5.3.2. Limitation on use of Miscellaneous Income for Administrative Expenses.The maximum amount of miscellaneous income that can be use for administrative costs shall not exceed$40,000 during the term of this Grant.At the termination of the Grant,if the amount of miscellaneous income used exceeds the amount specified above, Subgrantee shall repay the excess amount to the BLF's account,unless the GFRC has approved a waiver of this requirement. 1.5.3.3. Post Grant Termination Requirements.Upon the expiration of this Grant, Subgrantee shall ensure that it has entered into a separate agreement with the State pertaining to the anticipated amount of miscellaneous income funds to be used for general administrative costs related to the operation of the BLF on an annual basis. Subgrantee shall notify the State if the anticipated amount was exceeded by more than 10%in any given year,if Subgrantee would like to request an amendment to such agreement to change the stated amount of general administrative funds or if Subgrantee would like to request an amendment related to eligible uses of funds.Miscellaneous income loses its federal Page 2 of 8—Statement of Project CDBG 13-589 EAGLE COUNTY BLF identity and is generally not required to meet federal or state program requirements except to the degree delineated in this provision. In consideration of the State approving the Miscellaneous Income designation for such funds,Grantee and Subgrantee shall provide accurate, complete,and timely disclosure of the BLF's performance results for all current and prior CDBG BLF grants in accordance with reporting requirements set forth in§6.1.1 below. 1.6. Davis Bacon Fair Labor Standards.When applicable,Grantee and Subgrantee(s)shall comply with all the requirements of the Davis Bacon Fair Labor Standards in accordance with the CDBG Guidebook. Documentation shall be submitted to DLG at the time of occurrence. 1.7. Section 3 of the HUD Act of 1968.When applicable,Grantee and Subgrantee(s)shall,to the greatest extent feasible,provide opportunities for training and employment that arise through HUD-financed projects and will be given to lower-income persons in the project area,and contracts awarded to businesses located in the project area or to businesses owned in substantial part,by residents of the project area. 1.8. Federal Funding Accountability and Transparency Act of 2006,(Pub L. 109-282) (Transparency Act,also known as FFATA). Grantee and subgrantees are required to report award information on the government Website and register with U.S. Government System for Award Management(SAM) at http://www.sam.gov. See Exhibit D—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 03-20-13,for specific information. 2. TERMINOLOGY 2.1. Low and Moderate Income Person.This subsection®is,or❑is not applicable. Grantee shall verify every family's income eligibility,using the income certification forms prescribed by the State and the maximum income limits in Exhibit C,and retain such documentation in its files.Person is defined as: [select one of the following option] 2.1.1. ®Those persons who are members of low and moderate-income families as set forth in Exhibit C and as updated annually on DOLA's website. 2.1.2. ❑ Those persons who have been determined by the U.S.Department of Housing and Urban Development(HUD),based upon most recent Census data,to be low and moderate-income persons. 2.1.3. ❑Those persons belonging to clientele groups who are generally presumed by HUD to be low, and moderate-income persons. 2.2. Abbreviations. 2.2.1. Business Loan Fund is abbreviated as`BLF". 2.2.2. Community Development Block Grant is abbreviated as "CDBG". 2.2.3. CDBG Guidebook for Public Facilities and Construction Projects is referred to as"the CDBG Guidebook"or"the Guidebook". It is updated periodically and available on the Department's website. 2.2.4. Colorado Office of Economic Development and International Trade is abbreviated as"OEDIT" and is located at 1625 Broadway, Suite 2700,Denver,Colorado 80202. 2.2.5. Division of Local Government in the Department of Local Affairs(DOLA)is abbreviated as "DLG"and is located at 1313 Sherman Street,Room 521,Denver,Colorado 80203. 2.2.6. Governor's Financial Review Committee is abbreviated to as"GFRC". The GFRC is the committee designated by an Executive Order of the Governor to approve all economic development projects funded with CDBG funds. 2.2.7. Lead County designated in Grant shall also be referred to as"Grantee". 2.2.8. State of Colorado is referred to as"State". 2.2.9. U.S. Department of Housing and Urban Development is abbreviated as"HUD". 3. DELIVERABLES 3.1. Service Area.The service area for this Project is as follows: the Colorado counties of Eagle, Garfield, Rio Blanco,Moffat,Routt,Jackson, Grand and Summit. Page 3 of 8—Statement of Project CDBG 13-589 EAGLE COUNTY BLF 3.2. Outcome. 3.2.1. If a National Objective described in§3.3.1 below is checked,the Grantee commits that at least twenty-nine(29)full-time equivalent permanent jobs will be directly created and/or retained through the collective provision of CDBG funds.At least 51%of jobs created and/or retained by each business must be filled by persons as selected in§2.1 above. Grantee shall provide written evidence that the committed number of jobs have been actually created and/or retained by each individual business and that all businesses collectively meet the requirements in this Exhibit and the attached Exhibit C. Hiring requirements of persons as selected in§2.1 above must be achieved by each business as well. In the event that there is any deviation from job creation,retention and/or persons,as selected in§2.1 above,hiring requirements,Grantee must submit written documentation to substantiate the reasons for such deficiencies at or prior to Project Close Out. If a deficiency exists,a review by the State will be made to determine the ability to close out this Grant. 3.2.2. If a National Objective described in §3.3.2 below is checked,the State recognizes that utilization of the micro-enterprise business financial and technical assistance program may make the job creation/retention requirements referenced above in §3.2.1 unattainable if the micro-enterprise(s)receiving funding meet(s)the definition of Limited Clientele which means that the owners of the micro-enterprise(s)are persons who are Low and Moderate Income Persons as set forth in in§2.1 above.To the extent that CDGB funds are utilized to provide assistance to such owners of micro-enterprises,Grantee's job creation/retention commitment may be reduced on a pro-rata basis. In this case,the Grantee shall provide written documentation that the activity funded is a micro-enterprise activity carried out in accordance with respect to those owners of micro-enterprises assisted under the activity who are Low and Moderate Income Persons.For these purposes,once a person is determined to be a Low and Moderate Income Person,he/she may be presumed to qualify as such for up to a three-year period. 3.3. National Objective.This Project shall meet the following National Objective(s): [Choose applicable objective(s)]: 3.3.1. ®Low/Moderate Income Benefit,jobs.To the extent that the BLF provides assistance to business(es)that commit to create and/or retain full-time equivalent permanent jobs,the Project will involve the employment of persons,the majority of whom are Low and Moderate Income Persons. 3.3.2. ®Low/Moderate Income Benefit,limited clientele.To the extent that the BLF provides financial and technical assistance to the owners of a microenterprise(s)who are Low and Moderate Income Persons as specified in§2.1 above,the Project will benefit a Limited Clientele. 4. PERSONNEL 4.1. Responsible Administrator. Grantee's performance hereunder shall be under the direct supervision of Liz Mullen,Executive Director of NWCCOG,an employee or agent of Grantee,who is hereby designated as the responsible administrator of this Project. 4.2. BLF Administrator. Grantee's performance hereunder shall be under the direct supervision of Anita Cameron,an employee or agent of Grantee,who is hereby designated as the BLF administrator of this Project. 4.3. Replacement.Grantee shall immediately notify DOLA staff at OEDIT 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 DOLA staff at OEDIT and seek its approval,which shall be at the Department's sole discretion,as the Department issued this Grant in part in reliance on Grantee's representations regarding Key Personnel. Such notice shall specify why the change is necessary,who the proposed replacement is,what his/her qualifications are,and when the change will take effect. Anytime key personnel cease to serve,the Department,in its sole discretion,may direct Grantee to suspend work on the Project until such time as replacements are approved.All notices sent under this subsection shall be sent in accordance with§18 of the Grant. Page 4 of 8—Statement of Project i N CDBG 13-589 EAGLE COUNTY BLF 4.4. Training.BLF Administrator shall be required to attend all training seminars,including but not limited to the bi-annual BLF meetings unless mutually agreed by the State and the BLF Administrator prior to the training seminar. 5. PAYMENT Payments shall be made in accordance with the provisions set forth in§9 of the Grant.Grantee's requests for funds from this Grant shall be for the reimbursement of actual eligible expenditures and if necessary,an estimation of funds for immediate needs. 5.1. Payment Schedule.Grantee shall disburse Grant Funds received from the State within fifteen days of receipt.Excess funds shall be returned to the Department. Payment - : =, _ Amount Interim or Final $580,000 Paid upon receipt of required supporting Payment(s) documentation and written requests from the Grantee for eligible and approved projects or activities. Total $580,000 5.2. Remittance Address. If mailed,payments shall be remitted to the following address unless changed in accordance with§18 of the Grant: John Lewis,Finance Director Eagle County P O Box 850/500 Broadway Eagle,CO 81631 5.3. Interest.Grantee or Subgrantee may keep interest amounts up to$100 per year for administrative expenses. 6. ADMINISTRATIVE REQUIREMENTS 6.1. Reporting. 6.1.1. Annual Survey Report. Grantee shall submit to DOLA staff at OEDIT(with acknowledgement signatures from Grantee and Subgrantee,if applicable),an annual survey/report containing information on the BLF's historical and current performance in various areas including all CDBG funds and CDBG Miscellaneous Income. Such annual survey/report shall be in State prescribed format and is due on or before March 31st of each calendar year unless an alternate deadline is provided in writing by DOLA staff at OEDIT.The annual survey/report shall be required during the term of this Grant and shall continue to be required on an annual basis thereafter. 6.1.2. Disclosure Reports.Grantee shall provide updated Disclosure Reports,when applicable as required by HUD,to DOLA staff at OEDIT. 6.1.3. Financial Status and Progress Report. Grantee shall provide quarterly financial and program reports to DOLA staff at OEDIT in accordance with the Guidebook. 6.1.4. Jobs Report.Grantee shall continue to report to the State information on all persons which fill jobs created and/or retained by assisted businesses and micro-enterprise businesses(if jobs were committed by the micro-enterprise business)until the number of jobs specified in§3.2 above have been met,but in no event shall the report period be less than one(1)year from the effective date of the business assistance agreement,even if this Grant has expired,unless the Grantee has received a reporting timeframe waiver from the State.In the event the assisted businesses and applicable micro-enterprise businesses meet or exceed the job requirements Grantee shall ensure that at least 51%of all jobs created/retained(as a result of CDBG funds) are provided to persons as specified in§2.1 above. In the event that CDBG funds are not fully expended,the State may pro-rate the number of jobs that must be created and/or retained accordingly. Page 5 of 8—Statement of Project i CDBG 13-589 EAGLE COUNTY BLF 6.1.5. Project Completion Report.This report is due within 90 days after completion of the Project, including information regarding the required public hearing,actions taken to Affirmatively Further Fair Housing, Section 3 Report,Final Financial Status Report,and all other documentation required in the Project Close Out section of the Guidebook,as revised periodically. 6.1.6. Single Audit Report. If Grantee is required to have a single audit,Grantee shall submit a copy of its audit report to DLG within 180 days of its fiscal year-end. 6.2. Businesses Loan Fund Requirements. Grantee shall administer the Business Loan Fund in compliance with applicable laws,regulations,authoritative guidances,program objectives,this Grant, and related reporting requirements. 6.2.1. Policies.BLF assistance shall be provided to businesses and/or micro-enterprise businesses according to specific and separate policies developed by the BLF which define the criteria and manner by which assistance shall be provided to applicants. Grantee shall submit its locally developed BLF program policies and guidelines to DOLA staff at OEDIT for State approval. Varying financial terms and conditions,including loans and/or grants,if so authorized by the State,may be offered by the BLF to micro-enterprise businesses for financial assistance or technical assistance under its approved program policies and guidelines. On a case-by-case basis,the DOLA staff at OEDIT may authorize loan guarantees,equity interest,or royalty payments in exchange for providing financial assistance to a business. 6.2.2. Local BLF Advisory Committee.BLF Advisory Committee,which is representative of economic development organizations,banks,businesses,local governments and/or other related professions in the area served by this Grant,shall review and approve policies and criteria, and shall directly or through an appointed subcommittee approve all requests for financial assistance prior to submitting to DOLA staff at OEDIT for approval. 6.2.3. State Approval of Funding Request.Grantee shall submit each specific funding request from the BLF and related project descriptions,financial analysis, and terms/conditions to the State in a State prescribed format for review and approval. 6.2.4. Fees.Grantee may charge a business applying for and/or receiving CDBG financial assistance funds reasonable fees associated with processing its application.Application review fee may not exceed$50.00 and loan origination fees may not exceed 2%of the approved financial assistance amount.No other fees shall be charged to or collected from the applicant business without express written approval from the DOLA staff at OEDIT. In addition,fees charged to businesses receiving assistance from a micro-enterprise assistance program shall conform to locally approved micro-enterprise program policies and procedures that have also been approved by the State. 6.2.5. Participation Agreement.Grantee shall not expend or draw down CDBG funds from DOLA until the business and/or micro-enterprise business has negotiated agreements with participating banks,individuals,public agencies and investors which set forth the amounts and terms of each party's participation in financing projects and which meet all applicable provisions set forth in this Exhibit.Copies of such agreements shall be obtained by the Grantee/Subgrantee and maintained in its files. 6.2.6. Legal Agreement.Grantee agrees that financial assistance provided to businesses shall be evidenced through legally binding agreements that adhere to federal and state regulations and standard commercial loan documentation where applicable. 6.2.7. Favorable Terms. In order for a business to be considered to receive terms more favorable than the standard business financial assistance terms offered by the BLF,the rate of return for such business generally shall not exceed industry standards unless it is appropriate.An appropriate determination is not required for assistance provided to micro-enterprise businesses. 6.2.8. Interest Rate.[Check all that apply] 6.2.8.1. ® Interest rates charged to borrowers on the CDBG portion of loans shall be no greater than the prime interest rate(New York Prime as published in the Wall Street Journal)at the time of loan commitment,excluding any processing or service charge imposed on the borrower by the BLF. Page 6 of 8—Statement of Project CDBG 13-589 EAGLE COUNTY BLF 6.2.8.2. ®Interest rates charged to borrowers on the CDBG portion of loans deemed to be of potentially higher risk by the BLF's Advisority Committee shall be no greater than 2.0%in excess of the prime interest rate(New York Prime as published in the Wall Street Journal)at the time of loan commitment,excluding any processing or service charge imposed on the borrower by the BLF. 6.2.8.3. ®Interest rates charged for micro-enterprise loans shall conform to locally and state approved program policies and guidelines. 6.2.9. Term.The term of assistance provided to businesses with CDBG funds shall not exceed ten (10)years without specific State approval. 6.2.10. Change in Ownership.Unless otherwise approved by DOLA staff at OEDIT,loan documents for CDBG financial assistance to a business shall specify that the loan shall become due and payable in the event such business is sold,consolidated or merged to an extent that controlling ownership changes prior to repayment of funds owed.Upon the close out of this Grant by the State,the requirement for alternative approval from DOLA staff at OEDIT shall no longer be required. 6.2.11. Remedies. Grantee shall exhibit due diligence in pursuit of reasonably available remedies should businesses or micro-enterprise businesses not fulfill contractual provisions under which the assistance was provided. 6.2.12. Feasibility/Planning Studies. Grantee shall submit all feasibility/planning studies to DOLA staff at OEDIT for State's review and approval.When approved,the State shall provide to Grantee the terms and conditions specific to each feasibility/planning study. 6.3. Construction.If an approved project includes construction activities,the Grantee shall provide to DLG all necessary forms relating to bidding and construction funded by CDBG funds as outlined in the Guidebook. 6.4. Procurement. Grantee shall follow appropriate procurement standards as outlined in the Guidebook, including the selection and payment of consultants,architects,and engineers necessary for the completion of an approved project.Procurement documentation shall be submitted to DOLA staff at OEDIT at the time of occurrence. 6.5. On-site Visits. Grantee shall allow CDBG program representatives to make on-site visits to verify CDBG program information if reasonable notice has been provided by the State. 6.6. On-site Monitoring. Grantee will notify DLG at least 30 days in advance of Project being completed. On-site monitoring as outlined in the Monitoring section of the Guidebook shall be performed by DLG prior to Project Close Out. Specific legal agreements and related documentation shall be maintained by the Grantee/Subgrantee and shall be reviewed during the on-site monitoring. THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 7 of 8—Statement of Project N CDBG 13-589 EAGLE COUNTY BLF 7. PROJECT BUDGET Other Funds Activity Total CDBG Funds (minimum of) Source REVENUE CDBG Funds $580,000 $580,000 CDBG Grantee/Subgrantee $40,000 $40,000 Subgrantee Other Leveraged Funds(minimum of) $1,160,000 $1,160,000 Leverage Sources TOTAL REVENUE $1,780,000 $580,000 $1,200,000 EXPENDITURES Business Financial Assistance (18A) $480,000 $480,000 CDBG Optional:Micro-enterprise Business Financial Assistance Optional:Micro-enterprise Business Technical Assistance Optional: Feasibility/Planning $20,000 $20,000 Studies Administration (21A) $120,000 $80,000 $40,000 Subgrantee/CDBG Other: $1,160,000 $1,160,000 Leverage Sources TOTAL EXPENDITURES $1,780,000 $580,000 $1,200,000 THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 8 of 8—Statement of Project C) L , +", -z .0I .0 o ▪ N 0 O O O O O o 0 0 0 0 0 0 C 0 C C C C C C C0 C CD C 0 O v1 O v) O vl v1 v) O VI 0 4n vl 0 0 v1 o If vn v) eD N O +n m 0 P. cn N m O m N m 00 0 0 m CD m 0 v) N m o m 00 m N m m m O O e 4., 0 N ,-+ m CNN -. 0o m m o\ m 01 O N m o\ 00 m N --+ m o\ o t O a, oo vt VD moo VD ..et m �D moo \D 0o In VD mVD 00 v1 \Dm 00 0 y 'Z a) Pr e0 • .0 = O oCi y V 0 0 o 0 0 0 CD CD 0 0 0 0 o CD o CD CD O CD o CD CD CD CD CD CD E 0 o vt v) 0 0 vi N v1 vl O v1 0 0 0 CD v) �n CD CD v1 CD v) v1 CD 1. 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O O O O 6 F, z H 0 „ 0 �„� 0 O w 0 w U 6 O M z 0 O O OU a; 0 Q z O U ¢ �_+ v F_ O 0 0 c24 - ., W LQ 0 F O c 0 a W Q d V CO O O O a a E: a., P, r4 P4 CA tQi1 c4 Q V) F. 3 3 �Gy CDBG 13-589 EAGLE COUNTY BLF EXHIBIT D — 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 3-20-2013 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. "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. 1.3. "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. 1.4. "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. 1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C; 1.5.1.A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2.A foreign public entity; 1.5.3.A domestic or foreign non-profit organization; 1.5.4.A domestic or foreign for-profit organization; and CDBG 13-589 EAGLE COUNTY BLF 1.5.5.A Federal agency, but only a Subrecipient under an Award or Sub award to a non- Federal Y P entity. 1.6. "Executive" means an officer, managing partner or any other employee in a management position. 1.7. "Federal Award Identification Number(FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. "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." 1.9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 1.10. "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. 1.11."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. 1.12. "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. 1.13."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. 1.14. "System for Award Management(SAM)" means the Federal Repository into which an Entity must enter the information required under the Transparency Act,which may be found at http://www.sam.gov. 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 arid 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. CDBG 13-589 EAGLE COUNTY BLF 3.System for Award Management(SAM)and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM.Contractor shall maintain the currency of its information in the SAM until the Contractor submits the final financial report required under the Award or receives final payment,whichever is later. Contractor shall review and update the SAM 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 SAM 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 SAM 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 http://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 SAM.A Subrecipient shall register in SAM and report the following data elements in SAM 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 SAM. 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. CDBG 13-589 EAGLE COUNTY BLF 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. 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. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK SEE PAGE 5 FOR AUTHORIZED SIGNATURE REQUIRED CDBG 13-589 EAGLE COUNTY BLF 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 award of$25,000 or more. Information Field Response Definitions can be founds in Exhibit D 1. County DUNS Number: 2. County's Legal Name: 3. County's Parent DUNS Number: (Report if different from County DUNS number) 4. Location of County Receiving Award: (Full street address) 5. Primary Location of Performance of the Award: (City, State and Congressional District) Answer True or False 6. In the preceding fiscal year,County received: 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